SECOND AMENDMENT TO CREDIT AGREEMENT
This Second Amendment to Credit Agreement (this "Amendment") is made and
entered into as of November 17, 1998 between Avado Brands, Inc. (formerly known
as Apple South, Inc.) (the "Borrower") and First Union National Bank (the
"Lender").
W I T N E S S E T H:
WHEREAS, the Borrower and the Lender have made and entered into that
certain Credit Agreement, dated as of May 8, 1998, as amended (as further
amended, modified, supplemented, or restated from time to time, the "Credit
Agreement"; capitalized terms used herein and not otherwise defined shall have
the meanings assigned thereto in the Credit Agreement);
WHEREAS, pursuant to the Credit Agreement, the Lender has extended to the
Borrower a revolving loan facility in the principal amount of up to $30,000,000;
WHEREAS, the Borrower wishes to amend certain provisions of the Credit
Agreement, as set forth herein;
WHEREAS, the Lender is willing to agree to the foregoing on the terms as
set forth herein;
NOW THEREFORE, for and in consideration of the foregoing and for ten
dollars ($10.00) and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1
Existing Definitions
Capitalized terms not otherwise defined herein shall have the meaning or
meanings ascribed to them in the Credit Agreement.
ARTICLE 2
Amendments to Credit Agreement
Section 2.1 Section 5.18 of the Credit Agreement is hereby amended by
adding the following new subsection (xiii) to read in its entirety as follows:
(xiii) Other Advances: Make loans or advances to Affiliates, shareholders,
directors, officers or employees, in addition to those described in clauses (i)
through (xii) hereinabove, in an aggregate amount, as to all such loans and
advances at any one time outstanding to all such Persons, not to exceed Eight
Million Dollars ($8,000,000), so long as, and provided that, (A) no Event of
Default then exists and (B) each such loan or advance is repaid, in full, not
later than two (2) years from the date of its disbursement.
ARTICLE 3
Conditions to Effectiveness
Section 3.1 Effective Date. The amendments to the Credit Agreement set
forth in this Amendment shall become effective as of the date first written
above (the "Effective Date"), after all the conditions set forth in Sections 3.2
through 3.4 shall have been satisfied.
Section 3.2 Execution of this Amendment. This Amendment shall have been
executed and delivered by the Borrower.
Section 3.3 Amendment of Liquidity Agreement , Wachovia Credit Agreement
and Senior Notes and Senior Note Indenture. Borrower shall have entered into
amendments to the Liquidity Agreement, and the Master Lease Agreement effecting
substantially the same changes as are effected to the Credit Agreement by
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Article 2 hereof, true and correct copies of which shall have been provided to
the Lender, and which shall be satisfactory in form, scope and substance to
Lender.
Section 3.4 Compliance with Warranties No Default
(a) As of the Effective Date, the representations and warranties set forth
in the Credit Agreement, and the representations and warranties set forth in
each of the Loan Documents shall be true and correct in all material respects;
(b) As of the Effective Date, no Default or Event of Default shall have
occurred and be continuing;
(c) Lender shall have received from the Borrower a certificate, dated the
Effective Date, certifying matters set forth in subsections (a) and (b) of this
Section 3.4.
ARTICLE 4
Miscellaneous
Section 4.1 Entire Agreement. This Amendment, together with the Loan
Documents, reflects the entire understanding of the parties with respect to the
subject matter contained herein, and, other than the Loan Documents, supersedes
any prior agreements, whether written or oral.
Section 4.2 Cross References. References in this Amendment to any article
or section are, unless otherwise specified, to such article or section of this
Amendment.
Section 4.3 No Cure or Waiver. This Amendment is not intended to be, and
shall not be deemed or construed to be, a satisfaction, novation or release of
the Credit Agreement or any of the other Loan Documents.
Section 4.4 Governing Law. This Amendment shall be construed and enforced
in accordance with and governed by all of the provisions of the Uniform
Commercial Code of Georgia and by the other internal laws (as opposed to
conflicts of law provisions) of the State of Georgia.
Section 4.5 Costs. Borrower shall pay all costs and expenses of Lender in
connection with the preparation, negotiation and documentation of this Amendment
and any other documents executed in connection herewith, including all fees and
expenses of Lender's counsel. Borrower authorizes Lender to pay any such costs
as a Revolving Loan advance if not paid reasonably promptly by Borrower upon
receipt of an invoice therefor (notwithstanding any limitation on the minimum
size of any such advance).
Section 4.6 Captions. Titles or captions of articles and sections hereof
are for convenience only and neither limit nor amplify the provisions hereof.
Section 4.7 No Other Changes. Except as expressly amended hereby, all
representations, warranties, terms, covenants and conditions of the Credit
Agreement and the other Loan Documents shall remain unamended and unwaived and
shall continue in full force and effect.
Section 4.8 Successors and Assigns. This Amendment shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns.
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WITNESS the hand and seal of each of the undersigned as of the date first
written above.
"Borrower"
AVADO BRANDS, INC. (formerly known as APPLE SOUTH, INC.)
By:
Its authorized officer
Attest:
Its authorized officer
[SEAL]
"Lender"
FIRST UNION NATIONAL BANK
By:
Its authorized officer
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