EXHIBIT 10(f)
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AGREEMENT TO CREDIT AGREEMENT (this "Amendment") is made
as of the 28th day of June, 1999, by and among PICCADILLY CAFETERIAS, INC.
(the "Borrower"), HIBERNIA NATIONAL BANK, as Co-Arranger, Administrative Agent,
Letter of Credit Issuer and a Bank, WACHOVIA BANK, N.A., as Co-Arranger,
Documentation Agent and as a Bank, SOUTH TRUST BANK, NATIONAL ASSOCIATION,
AMSOUTH BANK, BRANCH BANKING AND TRUST COMPANY, WHITNEY NATIONAL BANK, BANKONE
LOUISIANA, N.A., THE FUJI BANK, LIMITED, FIRST TENNESSEE BANK NATIONAL
ASSOCIATION, and DEPOSIT GUARANTY NATIONAL BANK (collectively referred to
herein as the "Banks"), PICCADILLY RESTAURANTS, INC. and XXXXXXXX RESTAURANTS
INC. (collectively referred to here as the Guarantors).
R E C I T A L S:
The Borrower, the Administrative Agent, the Documentation Agent and
the Banks have entered into a certain Credit Agreement dated June 24, 1998, as
amended by a First Amendment to Credit Agreement dated July 31, 1998 and a
Second Amendment to Credit Agreement dated October 30, 1998 (the "Credit
Agreement"). Capitalized terms used in this Amendment which are not otherwise
defined in this Agreement shall have the respective meanings assigned to them
in the Credit Agreement.
The Guarantors have executed a certain Guaranty Agreement dated
June 24, 1998 (the "Guaranty").
The Borrower and Guarantors have requested the Administrative
Agent, the Documentation Agent and the Banks to amend the Credit Agreement upon
the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the Recitals and the mutual
promises contained herein and for the other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Borrower, the
Administrative Agent, the Documentation Agent and the Banks, intending to be
legally bound hereby, agree as follows:
SECTION 1. RECITALS. The Recitals are incorporated herein by
reference and shall be deemed to be a part of this Amendment.
SECTION 2. AMENDMENTS. The Credit Agreement is hereby amended as
set forth in this SECTION 2.
SECTION 2.1. AMENDMENT TO SECTION 1.1. The following definition
is added to Section 1.1 of the Credit Agreement:
"Sale of Xxxxx & Kacoo's" shall mean the sale by Piccadilly Restaurants,
Inc. and the Borrower of certain assets principally used in the operation of
Xxxxx & Kacoo's Seafood Restaurants and the sale by the Borrower of the issued
and outstanding capital stock of Cajun Bayou Distributors & Management, Inc. to
Xxxx Investment Company, Inc.
2.02 AMENDMENT TO SECTION 5.13(B). Section 5.13(b) of the Credit
Agreement is hereby amended and restated to read as follows.
(b) The Borrower shall not, nor shall it permit any of its
Subsidiaries to, sell, assign, lease, transfer, convey or otherwise
dispose of, all or any substantial part of its properties, segment
(whether now owned or hereafter acquired), other than: (I) dispositions
of inventory in the ordinary course of business; and (ii) the foregoing
limitation on the sale, assignment, lease, transfer, conveyance or other
disposition of assets and on the discontinuation or elimination of a
business line or segment shall not prohibit, during any Fiscal Quarter, a
transfer of assets or the discontinuance or elimination of a business
line or segment (in a single transaction or in a series of related
transactions) unless the aggregate assets to be so transferred or
utilized in a business line or segment to be so discontinued, when
combined with all other assets transferred, and all other assets utilized
in all other business lines or segments discontinued during such Fiscal
Quarter (the "Current Fiscal Quarter") and the immediately preceding
three Fiscal Quarters (the "Current Fiscal Quarter") and the immediately
preceding three Fiscal Quarters (excluding from such computation: (1)
the acquisition by Piccadilly Acquisition Corp. of the common stock of
Xxxxxxxx Restaurants, Inc.; and (2) the Sale of Xxxxx & Kacoo's),
contributed more than 10% of EBITDA, for the four Fiscal Quarters
immediately preceding the Current Fiscal Quarter.
SECTION 3. REDUCTION IN COMMITMENTS. Pursuant to Section 2.8 of
the Credit Agreement, effective June 30, 1999, the Borrower reduces the
Commitments (and effective June 30, 1999 the Commitments shall be reduced), by
an aggregate amount equal to $25,000,000. Accordingly, the Commitment of each
Bank set forth on the signature pages of the Credit Agreement is hereby amended
to be equal to the amount designated as the Commitment set forth on the
signature pages of this Amendment opposite such Bank's name.
SECTION 4. CONDITIONS TO EFFECTIVENESS: The effectiveness of this
Amendment and the obligations of the Banks hereunder are subject to the
following conditions, unless the Required Banks waive such conditions:
(a) receipt by the Administrative Agent from each of the
parties hereto of a duly executed counterpart of this Amendment signed by
such party; and
(b) the fact that the representations and warranties of the
Borrower and Guarantors contained in Section 6 of this Amendment shall be
true on and as of the date hereof.
SECTION 5. NO OTHER AMENDMENT. Except for the amendments set
forth above, the text of the Credit Agreement shall remain unchanged and in
full force and effect. This Amendment is not intended to effect, nor shall it
be construed as a novation. The Credit Agreement and this Amendment shall be
construed together as a single agreement. Nothing herein contained shall
waive, annul, vary or affect any provision, condition, covenant or agreement
contained in the Credit Agreement, except as herein amended, nor affect nor
impair any rights, powers or remedies under the Credit Agreement as hereby
amended. The Banks, the Documentation Agent and the Administrative Agent do
hereby reserve all of their rights and remedies against all parties who may be
or may hereafter become secondarily liable for the repayment of the Notes. The
Borrower promises and agrees to perform all of the requirements, conditions,
agreements and obligations under the terms of the Credit Agreement, as
heretofore and hereby amended, the Credit Agreement, as amended, being hereby
ratified and affirmed. The Borrower hereby expressly agrees that the Credit
Agreement, as amended, is in full force and effect.
SECTION 6. REPRESENTATIONS AND WARRANTIES. The Borrower and
Guarantors hereby represent and warrant to each of the Banks as follows:
(a) No Default or Event of Default, nor any act, event, condition
or circumstance which with the passage of time or the giving of notice, or
both, would constitute an Event of Default, under the Credit Agreement or any
other Loan Document has occurred and is continuing unwaived by the Banks on the
date hereof.
(b) The Borrower and Guarantors have the power and authority to
enter into this Amendment and to do all acts and things as are required or
contemplated hereunder, or thereunder, to be done, observed and performed by
it.
(c) This Amendment has been duly authorized, validly executed and
delivered by one or more authorized officers of the Borrower and Guarantors and
constitutes a legal, valid and binding obligation of the Borrower and each
Guarantor enforceable against it in accordance with its terms, provided that
such enforceability is subject to general principles of equity.
(d) The execution and delivery of this Amendment and the
performance of the Borrower and Guarantors hereunder do not and will not
require the consent or approval of any regulatory authority or governmental
authority or agency having jurisdiction over the Borrower or any Guarantor, nor
be in contravention of or in conflict with the articles of incorporation or
bylaws of the Borrower or any Guarantor, or the provision of any statute, or
any judgment, order or indenture, instrument, agreement or undertaking, to
which the Borrower or any Guarantor is party or by which the assets or
properties of the Borrower and Guarantors are or may become bound.
SECTION 7. COUNTERPARTS. This Amendment may be executed in
multiple counterparts, each of which shall be deemed to be an original and all
of which, taken together, shall constitute one and the same agreement.
SECTION 8. GOVERNING LAW. This Amendment shall be considered in
accordance with and governed by the laws of the State of Georgia.
SECTION 9. CONSENT BY GUARANTORS. The Guarantors consent to the
foregoing amendments. The Guarantors promise and agree to perform all of the
requirements, conditions, agreements and obligations under the terms of the
Guaranty, said Guaranty being hereby ratified and affirmed. The Guarantors
hereby expressly agree that the Guaranty is in full force and effect.
SECTION 10. EFFECTIVE DATE. This Amendment shall be effective as
of March 30, 1999.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered,
or have caused their respective duly authorized officers or representatives to
execute and deliver, this Amendment as of the day and year first above written.
BORROWER:
PICCADILLY CAFETERIAS, INC.
By: /S/ XXXXXX X. XXXXXXX
Title: PRESIDENT AND CEO
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HIBERNIA NATIONAL BANK,
As Co-Arranger, Administrative Agent,
Letter of Credit Issuer and a Bank
Commitment:
$20,000,000.00 By: /S/ XXXXX X. RACK
Title: SENIOR VICE PRESIDENT
Swing Line Commitment:
$10,000,000.00
Letter of Credit Subcommitment:
$20,000,000.00
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WACHOVIA BANK, N.A.,
As Documentation Agent, Co-Arranger and as
a Bank
Commitment:
$20,000,000.00 By: /S/ XXXXXX X. XXXXXXXXX
Title: SENIOR VICE PRESIDENT
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SOUTHTRUST BANK, NATIONAL ASSOCIATION,
as a Bank
Commitment:
By: /S/ XXXX XXXXXX
$9,000,000.00 Title: ASSISTANT VICE PRESIDENT
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AMSOUTH BANK,
as a Bank
Commitment:
By: /S/ X. X. XXXXXXXX
$9,000,000.00 Title: VICE PRESIDENT
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BRANCH BANKING AND TRUST COMPANY,
as a Bank
Commitment:
By: /S/ XXXXXXXX XXXXXXXX
$9,000,000.00 Title: SENIOR VICE PRESIDENT
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WHITNEY NATIONAL BANK,
as a Bank
Commitment:
By: /S/ XXXXXXX XXXXX
$9,000,000.00 Title: ASSISTANT VICE PRESIDENT
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BANKONE LOUISIANA, N.A.,
as a Bank
Commitment:
By: /S/ XXXXXXX XXXXXXX
$7,200,000.00 Title: SENIOR VICE PRESIDENT
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THE FUJI BANK, LIMITED,
as a Bank
Commitment:
By:
$7,200,000.00 Title:
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FIRST TENNESSEE BANK NATIONAL ASSOCIATION,
as a Bank
Commitment:
By: /S/ XXXXXXXX XXXXX
$4,800,000.00 Title: VICE PRESIDENT
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DEPOSIT GUARANTY NATIONAL BANK,
as a Bank
Commitment:
By: /S/ XXXXXXX X. XXXX
$4,800,000.00 Title: VICE PRESIDENT
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Guarantor:
PICCADILLY RESTAURANTS, INC.
Xxxxxx X. XxXxxxx
By: /S/ XXXXXX X. XXXXXXX
Title: PRESIDENT
ATTEST:
/S/ X.X. XXXXXXX
Secretary
J. Xxxx Xxxxxxx
[CORPORATE SEAL]
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Guarantor:
XXXXXXXX RESTAURANTS INC.
Xxxxxx X. XxXxxxx
By: /S/ XXXXXX X. XXXXXXX
Title: PRESIDENT
ATTEST:
/S/ X.X. XXXXXXX
Secretary
J. Xxxx Xxxxxxx
[CORPORATE SEAL]
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