SECOND AMENDMENT
TO
SECURED CREDIT AGREEMENT
THIS SECOND AMENDMENT dated as of April 29, 1997 is entered into by
and among Einstein/Noah Bagel Corp. (f/k/a Einstein Bros. Bagels, Inc.), a
Delaware corporation (the "Borrower"), the lenders who are party to the Credit
Agreement referred to below (the "Lenders") and Bank of America Illinois, an
Illinois banking corporation, as Agent for the Lenders (herein, in such
capacity, the "Agent").
W I T N E S S E T H:
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WHEREAS, the Borrower, the Lenders and the Agent are parties to a
certain Secured Credit Agreement dated as of May 17, 1996 (as heretofore
amended, called the "Credit Agreement"; terms used but not otherwise defined
herein are used herein as defined in the Credit Agreement);
WHEREAS, the Borrower desires to amend the Credit Agreement to permit
the issuance, in certain circumstances, of Letters of Credit expiring after the
Termination Date without first pledging cash collateral;
WHEREAS, subject to the terms and conditions set forth herein the
Agent and the Lenders are willing to amend the Credit Agreement so as to, among
other things, permit the issuance of such Letters of Credit.
NOW, THEREFORE, in consideration of the premises, and intending to be
legally bound hereby, the Borrower, the Agent and the Lenders hereby agree as
follows:
SECTION 1. AMENDMENTS.
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In reliance on the Borrower's warranties set forth in Section 2 below,
as of the date hereof,
(a) Section 2.3A of the Credit Agreement is amended to read in its
entirety as follows:
" Section 2.3A Expiration. Each Letter of Credit may expire before,
on or after the Termination Date; provided, that with respect to each
Letter of Credit expiring after the Termination Date, the Borrower
hereby agrees to pledge cash collateral to the Agent, no later than
thirty (30) days prior to the Termination Date, in an amount, and
pursuant to documentation, reasonably satisfactory to the Issuing
Lender and the Agent."
(b) Section 8.1(3) of the Credit Agreement is amended to read in its
entirety as follows:
"The Borrower or any Subsidiary shall fail to perform or observe any
term, covenant or agreement contained in Sections 2.3A, 6.3, 6.6,
6.9, 6.10, 6.12, 6.13, and 6.14 of this Agreement applicable thereto;"
SECTION 2. WARRANTIES.
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To induce the Agent and the Lenders to enter into this Amendment, the
Borrower warrants to the Agent and the Lenders as of the date hereof that:
(a) The representations and warranties contained in Article IV of the
Credit Agreement are true and correct in all material respects on and as of
the date hereof (except to the extent such representations and warranties
expressly refer to an earlier date); and
(b) No Default or Event of Default has occurred and is continuing.
SECTION 3. GENERAL.
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(a) As hereby modified, the Credit Agreement shall remain in full
force and effect and is hereby ratified, approved and confirmed in all
respects.
(b) This Amendment shall be binding upon and shall inure to the
benefit of the Borrower, the Lenders and the Agent and respective
successors and assigns of the Lenders and the Agent.
(c) This Amendment may be executed in any number of counterparts and
by the different parties on separate counterparts, and each such
counterpart shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same Amendment.
Delivered at Chicago, Illinois, as of the date and year first above written.
EINSTEIN/NOAH BAGEL CORP.
By: /s/ Xxxx X. Xxxxxxx
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Title: Senior Vice President
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BANK OF AMERICA ILLINOIS, as Agent
By: /s/ Xxxxx X. Xxxxxxxx
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Title: Vice President
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BANK OF AMERICA ILLINOIS, as Lender
By: /s/ L. Xxxxxxx XxXxxxxx
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Title: Vice President
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LASALLE NATIONAL BANK
By: /s/ Xxx Xxxxxx
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Title: Senior Vice President
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XXXXXX TRUST AND SAVINGS BANK
By: /s/ Xxx X. Xxxxxx
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Title: Vice President
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The undersigned hereby acknowledge the foregoing amendments and reaffirm
their respective duties and obligations arising under the Loan Documents to
which each is a party.
XXXXXXXX BROTHERS, INC.
By: /s/ Xxxx X. Xxxxxxx
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Its: President
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BALTIMORE BAGEL CO.
By: /s/ Xxxx X. Xxxxxxx
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Its: President
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NOAH'S NEW YORK BAGELS, INC.
By: /s/ Xxxx X. Xxxxxxx
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Its: President
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XXXXXXXX BROTHERS OF IDAHO, INC.
By: /s/ Xxxx X. Xxxxxxx
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Its: Vice President
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