FIRST AMENDMENT TO
FOURTH AMENDED AND RESTATED LOAN AGREEMENT
This FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AGREEMENT
(this "First Amendment") is made as of August 14, 1997, by and among (a) FINE
HOST CORPORATION, a Delaware corporation, for itself and as agent for all of the
Borrowers (as defined below)(hereinafter referred as "Fine Host" when acting for
itself and as the "Borrower Agent" when acting as agent for all of the Borrowers
(including Fine Host)), (b) all of the Subsidiaries of Fine Host (other than
Statewide (as defined below))(said Subsidiaries, together with Fine Host and any
and all other Subsidiaries which may hereafter become parties to the Loan
Agreement (as defined below) are hereinafter sometimes referred to collectively
as the "Borrowers" and each singly as a "Borrower"), (c) VARIOUS BANKS AND OTHER
FINANCIAL INSTITUTIONS which are parties to the Loan Agreement (hereinafter
referred to collectively as the "Banks" and each singly as a "Bank"), (d)
BANKBOSTON, N.A., a national banking association ("BankBoston"), as
administrative agent for the Banks (in such capacity, the "Administrative
Agent"), and (e) USTRUST, a Massachusetts trust company ("USTrust"), as
documentation agent for the Banks (in such capacity, the "Documentation
Agent")(the Administrative Agent and the Documentation Agent are hereinafter
sometimes referred to collectively as the "Agents").
All capitalized terms not defined herein but defined in that certain
Fourth Amended and Restated Loan Agreement, dated as of July 30, 1997 (the "Loan
Agreement"), by and among Fine Host, all of its Subsidiaries, the Banks, and the
Agents, shall have the meanings given to such terms in the Loan Agreement.
PRELIMINARY STATEMENTS
WHEREAS, Fine Host desires to enter into a certain Concessions
Management Agreement (the "Ravens Facility Agreement") with Baltimore Ravens
Limited Partnership, a Maryland limited partnership (together with its
successors and assigns, the "Ravens") contemporaneously herewith, pursuant to
which, the Ravens shall grant to Fine Host, for a term of twenty-five (25)
years, the exclusive right to provide certain food, beverage and merchandise
services, for and on behalf of the Ravens, at the Ravens' new stadium in
Baltimore, Maryland in exchange for, among other things, the following:
(a) An investment in Project Costs by Fine Host under the
Ravens Facility Agreement of up to Twenty Million and 00/100 Dollars
($20,000,000.00)(the "Ravens Investment"), to be advanced by Fine Host
to the Maryland Stadium Authority (together with its successors and
assigns, "MSA") over the term of the Ravens Facility Agreement; and
(b) One or more standby letters of credit to be issued for the
benefit of MSA, in the aggregate amount of up to Twenty Million and
00/100 Dollars ($20,000,000.00) to secure the full and prompt payment
by Fine Host to MSA of the Ravens Investment; and
WHEREAS, in connection with transactions contemplated by the Ravens
Facility Agreement, the Borrowers request that:
(a) Subject to the provisions of subsections 2.2.2 and 4.2 of
the Loan Agreement, the Banks make available to Fine Host one or more
Guidance Loans in the aggregate principal amount of up to Twenty
Million and 00/100 Dollars ($20,000,000.00), the proceeds of which will
be used by Fine Host to fund the Ravens Investment;
(b) The Banks consent to the Twenty Million and 00/100 Dollars
($20,000,000.00) of the Project Costs associated with the Ravens
Investment, which sum exceeds the limitation on Project Costs set forth
in subsection 7.5 of the Loan Agreement; and
(c) The Banks and the Agents amend the Loan Agreement in order
to increase the aggregate amount of the L/C Commitment from Ten Million
and 00/100 Dollars ($10,000,000.00) to Twenty-Five Million and 00/100
Dollars ($25,000,000.00) and provide certain other financial
accommodations to and for the benefit of the Borrowers, all as provided
for herein; and
WHEREAS, subject to the terms and conditions contained herein, the
Banks are willing to make such Guidance Loans available to Fine Host and to
consent to such Project Costs, and the Agents and the Banks are willing to so
amend the Loan Agreement, all in the manner provided for herein; and
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, and for other good and value consideration, the receipt and
sufficient of which are hereby acknowledged, the parties hereto agree as
follows:
1. Ravens Facility Agreement - Guidance Loans and Project Costs.
1.1 Subject to the provisions of subsections 2.2.2 and 4.2 of
the Loan Agreement, the Banks agree to make available to Fine Host one
or more Guidance Loans in the aggregate principal amount of up to
Twenty Million and 00/100 Dollars ($20,000,000.00), the proceeds of
which shall be used by Fine Host to fund the Project Costs associated
with the Ravens Investment pursuant to the Ravens Facility Agreement.
The Banks acknowledge that, with respect to these requested Guidance
Loans, the conditions precedent set forth in subsection 4.3 of the Loan
Agreement have been satisfied.
1.2 The Banks consent to the Project Costs associated with the
Ravens Investment so long as the total amount of such Project Costs
does not, at any time, exceed Twenty Million and 00/100 Dollars
($20,000,000.00) in the aggregate.
2. Amendments To Loan Agreement.
2.1 Amendment to Subsection 1.1. Subsection 1.1 of the Loan
Agreement is amended as follows:
(a) The words "Ten Million and 00/100 Dollars
($10,000,000.00)" contained in the definition of "L/C
Commitment" in subsection 1.1 of the Loan Agreement are
deleted, and replaced with the following words: "Twenty-Five
Million and 00/100 Dollars ($25,000,000.00)".
(b) The following definitions are inserted in
subsection 1.1 of the Loan Agreement in the appropriate
alphabetical order:
"'MSA' means the Maryland Stadium Authority,
together with its successors and assigns.
'Ravens' means Baltimore Ravens Limited
Partnership, a Maryland limited partnership, together
with its successors and assigns.
'Ravens Facility Agreement' means a certain
Concessions Management Agreement, dated as of August
14, 1997, by and between Fine Host and the Ravens, as
the same may be amended, modified, substituted,
extended or restated, from time to time.
'Ravens Investment' means an investment in
Project Costs by Fine Host of up to Twenty Million
and 00/100 Dollars ($20,000,000.00) under the Ravens
Facility Agreement.
'Ravens Standby Letters of Credit' means one
or more Standby Letters of Credit, issued by the
Issuing Bank, for the account of Fine Host, for the
benefit of MSA, in the aggregate amount of up to
Twenty Million and 00/100 Dollars ($20,000,000.00),
to secure the full and prompt payment by Fine Host of
the Ravens Investment."
2.2 Amendments to Subsections 2.1.3 and 2.1.11(b). The
following sentence is inserted at the end of each of subsections 2.1.3
and 2.1.11(b) of the Loan Agreement:
"Notwithstanding any provision contained in this subsection to
the contrary, any Ravens Standby Letters of Credit may be used
to secure and otherwise support the payment of Project Costs
associated with the Ravens Investment."
2.3 Amendments to Subsections 2.1.14(a), 2.1.15(a), 2.1.15(b)
and 2.1.15(c). The words "Subject to the provisions of subsection
2.1.15A," are inserted (i) at the beginning of the second sentence of
each of subsections 2.1.14(a) and 2.1.15(a) of the Loan Agreement, and
(ii) at the beginning of the first sentence of each of subsections
2.1.15(b) and 2.1.15(c) of the Loan Agreement.
2.4 New Subsection 2.1.15A. The following subsection 2.1.15A
is inserted between subsections 2.1.15 and 2.1.16 of the Loan
Agreement:
"2.1.15A Reimbursement of Drafts Presented Under Any
Ravens Standby Letter of Credit. Subject to the provisons of
subsection 4.2, and notwithstanding any other provision
contained in this Agreement to the contrary, the parties
hereto agree that:
(a) Any draft which is presented to the
Issuing Bank for payment under any Ravens Standby
Letter of Credit and for which the Issuing Bank is
not immediately reimbursed in full by the Borrowers
shall automatically constitute a request by the
Borrower Agent to the Administrative Agent under
subsection 2.2 (but without any requirement for
compliance with the prior notice provisions or
minimum amount provisions of subsection 2.2.2) for a
Guidance Loan, in the amount of such draft, or any
part thereof, which is not so reimbursed. The
Administrative Agent shall promptly notify the Banks
of such request. The Borrowing Date with respect to
such requested Guidance Loan shall be the date on
which such draft is presented to the Issuing Bank for
payment. Each Bank shall make available to the
Administrative Agent on such Borrowing Date its
Guidance Loan Commitment Percentage of such requested
Guidance Loan to be used by the Administrative Agent
to fund such requested Guidance Loan. All of the
proceeds from such requested Guidance Loan shall be
advanced by the Administrative Agent directly to the
Issuing Bank to be used solely to pay in full the
amount of the draft, or any part thereof, of such
Ravens Standby Letter of Credit for which the Issuing
Bank was not so reimbursed, whereupon all of the
Reimbursement Obligations of the Borrowers with
respect to such draft shall be deemed to be
satisfied.
(b) Unless the Administrative Agent is
otherwise notified in accordance with the provisions
of subsections 2.2.1(b) and 2.2.2, each Guidance Loan
requested pursuant to this subsection 2.1.15A shall
be an ABR Loan."
3. Loan Availability. Each Ravens Standby Letter of Credit, when
issued, will reduce, in accordance with the provisions of subsection 2.1.5 of
the Loan Agreement, as amended hereby, the amount of the Working Capital
Commitment by the amount outstanding under such Ravens Standby Letter of Credit,
and the amount of the L/C Commitment then remaining available for issuance will
be reduced by the amount outstanding under such Ravens Standby Letter of Credit.
Any Guidance Loan requested under subsection 2.1.15A of the Loan Agreement, as
amended hereby, will on the Borrowing Date with respect to such requested
Guidance Loan immediately reduce (subject to the second sentence of subsection
2.2.1(a) of the Loan Agreement) the Guidance Loan Commitments, and the Working
Capital Commitment and the L/C Commitment will thereupon be restored, by the
amount of such requested Guidance Loan.
4. Statewide. The Borrowers represent and warrant that, since the
Closing Date, Fine Host has acquired all of the issued and outstanding shares of
capital stock of Statewide Industrial Catering, Inc., a New York corporation
("Statewide"). The Borrowers will cause Statewide to comply timely and fully
with the requirements of subsection 6.12(b) of the Loan Agreement. The Borrowers
hereby further represent and warrant that if, effective as of the date hereof,
Statewide were to become a party to the Loan Agreement and all of the other Loan
Documents to which the Borrowers are parties, there would be no breach by
Statewide of any of its representations and warranties contained therein which
would have a Material Adverse Effect, and there would be no events,
circumstances or conditions (financial or otherwise) relating to Statewide which
would materially and adversely impair the ability of Statewide to perform or
observe all of its obligations thereunder in accordance with the terms thereof.
5. Compliance with Subsection 4.2. Each of the Borrowers represents and
warrants that, except as otherwise described in Section 4 above, all of the
conditions contained in subsection 4.2 of the Loan Agreement have been satisfied
as of the date hereof.
6. Ratification of Loan Documents. Subject to the amendments expressly
set forth in this First Amendment, each of the Borrowers hereby ratifies and
reaffirms all of the terms and provisions of the Loan Documents to which it is a
party or by which it or its property is bound, and hereby expressly acknowledges
and confirms that the terms and provisions of each thereof, as amended hereby,
shall and do remain in full force and effect.
7. Conditions Precedent. The obligations of the Banks and the Agents
hereunder are subject to the satisfaction of each of the following conditions
precedent, all of which shall be in form, scope and substance satisfactory to
the Administrative Agent and its counsel:
(a) First Amendment. The Administrative Agent shall have
received this First Amendment, as executed by a duly authorized officer
or agent of each Borrower.
(b) Authorization. All corporate or other action necessary for
the valid execution, delivery and performance by the Borrowers of this
First Amendment shall have been duly and effectively taken, and
evidence thereof satisfactory to the Administrative Agent shall have
been provided to the Administrative Agent.
(c) Opinion Letters. The Administrative Agent shall have
received opinion letters from Xxxxxxx Xxxx & Xxxxxxxxx, counsel to the
Borrowers, and Xxxxx Xxxxx, General Counsel for the Borrowers; and
(d) Other. The Borrowers shall have delivered to the
Administrative Agent such other documents as the Administrative Agent
or its counsel may reasonably require.
8. Miscellaneous.
8.1 No Other Amendments; No Waiver. Except for the amendments
expressly set forth in the First Amendment, nothing contained herein
shall be construed to modify, amend or otherwise alter any of the terms
or provisions of any of the Loan Documents; nothing contained herein
shall constitute a waiver of or bar to any rights or remedies available
to any of the Agents or the Banks, or a waiver of any Event of Default
under the Loan Documents on any occasion, other than as expressly set
forth herein; and nothing contained herein shall constitute an
agreement by any of Agents or the Banks or obligate any of the Agents
or the Banks to take or refrain from taking any action.
8.2 Execution; Counterparts. This First Amendment may be
executed in any number of counterparts, each of which shall be deemed
to be an original as against any party whose signature appears hereon,
and all of which shall together constitute one and the same instrument.
This First Amendment shall become binding when one or more counterparts
hereof, individually or taken together, shall bear the signatures of
all of the parties reflected hereon as the signatories.
8.3 Successors and Assigns. This First Amendment shall be
binding upon and inure to the benefit of the parties hereto, and their
respective representatives, successors and assigns.
8.4 Joint and Several Liability. All of the obligations and
liabilities of the Borrowers hereunder and under all of the other Loan
Documents are joint and several.
8.5 Governing Law. This First Amendment and all questions
relating to its validity, interpretation, performance and enforcement
shall be governed by and construed in accordance with the laws of The
Commonwealth of Massachusetts, notwithstanding any conflict-of-law
provisions to the contrary.
IN WITNESS WHEREOF, this First Amendment has been duly executed as an
instrument under seal by the duly authorized representative of each party
hereto, as of the day and year first above written.
BANKBOSTON, N.A. AS USTRUST AS
ADMINISTRATIVE AGENT DOCUMENTATION AGENT
By:______________________________ By:______________________________
Title:_____________________________ Title:_____________________________
BANKBOSTON, N.A. AS LENDER USTRUST AS LENDER
By:______________________________ By:______________________________
Title:_____________________________ Title:_____________________________
STATE STREET BANK AND TRUST THE SUMITOMO BANK, LIMITED
COMPANY
By:______________________________ By:______________________________
Title:_____________________________ Title:_____________________________
By:______________________________
Title:_____________________________
MELLON BANK, N.A. THE BANK OF NEW YORK
By:______________________________ By:______________________________
Title:_____________________________ Title:_____________________________
KEYBANK, N.A. FIRST UNION BANK OF
CONNECTICUT
By:______________________________ By:______________________________
Title:_____________________________ Title:_____________________________
BANK OF SCOTLAND THE BANK OF NOVA SCOTIA
By:______________________________ By:______________________________
Title:_____________________________ Title:_____________________________
NATIONAL WESTMINSTER BANK LEUMI TRUST COMPANY
BANK P.L.C. OF NEW YORK
By:______________________________ By:______________________________
Title:_____________________________ Title:_____________________________
FINE HOST CORPORATION FINE HOST SERVICES CORPORATION
By:______________________________ By:______________________________
Title:_____________________________ Title:_____________________________
FINE HOST OF VERMONT, INC. FANFARE, INC.
By:______________________________ By:______________________________
Title:_____________________________ Title:_____________________________
GLOBAL FANFARE, INC. FINE HOST INTERNATIONAL
CORPORATION
By:______________________________ By:______________________________
Title:_____________________________ Title:_____________________________
CREATIVE FOOD MANAGEMENT NORTHWEST FOOD SERVICE, INC.
INC.
By:______________________________ By:______________________________
Title:_____________________________ Title:_____________________________
TARRANT COUNTY SUN WEST SERVICES, INC.
CONCESSIONS, L.L.C.
By:______________________________ By:______________________________
Title:_____________________________ Title:_____________________________
REPUBLIC MANAGEMENT CORP. VERSATILE HOLDING CORPORATION
OF MASSACHUSETTS
By:______________________________ By:______________________________
Title:_____________________________ Title:_____________________________
SERV-RITE CORPORATION IDEAL MANAGEMENT SERVICES, INC.
By:______________________________ By:______________________________
Title:_____________________________ Title:_____________________________
SERVICE DYNAMICS CORP. PCS HOLDING CORP. (f/k/a HCS
Management Corp.)
By:______________________________ By:______________________________
Title:_____________________________ Title:_____________________________
PCS MANAGEMENT CORP. HEARTSTRINGS GIFT SHOPS, INC.
(f/k/a N.C. PCSM, Inc.) (f/k/a Hospital Coffee Shoppes, Inc.)
By:______________________________ By:______________________________
Title:_____________________________ Title:_____________________________
THE ENVIRONMENTAL GROUP, CREATIVE DATA SYSTEMS, INC.
INC.
By:______________________________ By:______________________________
Title:_____________________________ Title:_____________________________
FINE HOST/R&N/A CUP ABOVE JOINT
VENTURE, a joint venture
By: Fine Host Corporation, in its capacity as a
joint venturer of aforesaid joint venture
By:______________________________
Title:_____________________________
By: ____________________________________
Xxxxxx X. Xxxxxx (together with Xxxxxx X.
Xxxxxx, doing business as R&N Management
Services), in his capacity as a joint venturer
of aforesaid joint venture
By: ____________________________________
Xxxxxx X. Xxxxxx (together with Xxxxxx X.
Xxxxxx, doing business as R&N Management
Services), in his capacity as a joint venturer
of aforesaid joint venture
By: ____________________________________
Xxxxx Xxxxxx (doing business as A Cup
Above), in her capacity as a joint venturer
of aforesaid joint venture
FINE HOST/X. XXXXXX &
ASSOCIATES JOINT VENTURE, a joint venture
By: Fine Host Corporation, in its capacity as a
joint venturer of aforesaid joint venture
By:______________________________
Title:_____________________________
By: X. Xxxxxx & Associates, Inc., in its capacity
as a joint venturer of aforesaid joint venture
By:______________________________
Title:_____________________________
WISCONSIN CENTER JOINT VENTURE,
a joint venture
By: Fine Host Corporation, in its capacity as a
joint venturer of aforesaid joint venture
By:______________________________
Title:_____________________________
By: Five-Star Marketing, Inc., in its capacity
as a joint venturer of aforesaid joint venture
By:______________________________
Title:_____________________________
