EX-10.14 AMENDMENT NO.7 TO REVOLVING CREDIT AGREEMENT

EX-10.14 2 g90679exv10w14.txt EX-10.14 AMENDMENT NO.7 TO REVOLVING CREDIT AGREEMENT EXHIBIT 10.14 AMENDMENT NO. 7 TO REVOLVING CREDIT AGREEMENT Dated as of June 16, 2004 This AMENDMENT NO. 7 TO REVOLVING CREDIT AGREEMENT, dated as of June 16, 2004 (this "Amendment"), amends that certain Revolving Credit Agreement, dated as of December 22, 1997 (as amended and in effect from time to time, the "Credit Agreement"), by and among PERKINS FAMILY RESTAURANTS, L.P., a Delaware limited partnership ("Perkins"), THE RESTAURANT COMPANY, a Delaware corporation ("TRC"), PERKINS RESTAURANTS, INC., a Minnesota corporation ("PRI"), and PERKINS MANAGEMENT COMPANY, INC., a Delaware corporation ("PMC"), and PERKINS FINANCE CORP., a Delaware corporation (together with TRC, PRI and PMC, the "Original Guarantors"), FLEET NATIONAL BANK (f/k/a BankBoston, N.A.), a national banking association and the other lending institutions listed on Schedule 1 thereto (the "Banks"), FLEET NATIONAL BANK (f/k/a BankBoston, N.A.), as agent and administrative agent for the Banks (the "Agent"), and BANK OF AMERICA, N.A. (f/k/a Nationsbank, N.A.), as Syndication Agent (the "Syndication Agent"). All capitalized terms used herein without definitions shall have the meanings given such terms in the Credit Agreement. WHEREAS, pursuant to the Joinder and Amendment No. 2, dated as of December 20, 1999, by and among Perkins, the Original Guarantors, the Banks, the Agent and the Syndication Agent, TRC joined the Credit Agreement and the Loan Documents and agreed to become a Borrower under the Credit Agreement and to comply with and be bound by all of the terms, conditions and covenants of the Credit Agreement and Loan Documents applicable to it as a Borrower; WHEREAS, as of the Merger Date, Perkins, PRI and PMC merged with and into TRC such that TRC became the sole Borrower under the Credit Agreement (TRC is hereinafter referred to as the "Borrower"); WHEREAS, pursuant to a Guaranty, dated as of December 20, 1999, by The Restaurant Holding Corporation ("TRHC") in favor of the Agent and the Banks, TRHC has guaranteed all of the Borrower's obligations to the Banks and the Agent under or in respect of the Credit Agreement and the other Loan Documents and became a Guarantor under the Credit Agreement; WHEREAS, pursuant to a Guaranty, dated as of September 30, 2000, by The Restaurant Company of Minnesota ("TRCM") in favor of the Agent and the Banks, TRCM has guaranteed all of the Borrower's obligations to the Banks and the Agent under or in respect of the Credit Agreement and the other Loan Documents and became a Guarantor under the Credit Agreement; WHEREAS, pursuant to a Guaranty, dated as of September 30, 2000, by TRC Realty LLC in favor of the Agent and the Banks, TRC Realty LLC has guaranteed all of the Borrower's obligations to the Banks and the Agent under or in respect of the Credit Agreement and the other Loan Documents and became a Guarantor under the Credit Agreement; 2 WHEREAS, the Borrower has requested that the Banks and the Agent agree to amend certain of the terms of the Credit Agreement; WHEREAS, the Banks and the Agent have agreed to amend certain of the terms of the Credit Agreement upon the conditions set forth herein; NOW THEREFORE, in consideration of the mutual agreements contained in the Credit Agreement and herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SS.1. AMENDMENT TO CREDIT AGREEMENT. Section 5.1.1(a) of the Credit Agreement is hereby amended by deleting the amount "$5,000,000" set forth therein and substituting in lieu thereof the amount "$7,500,000". SS.2. REPRESENTATIONS AND WARRANTIES. The Borrower and each of the Guarantors jointly and severally represent and warrant to the Banks and the Agent as follows: (a) Representations and Warranties in Credit Agreement. The representations and warranties of the Borrower and the Guarantors contained in the Credit Agreement, each as amended by this Amendment, (i) were true and correct in all material respects when made, and (ii) except to the extent such representations and warranties by their terms are made solely as of a prior date, continue to be true and correct in all material respects on the date hereof. (b) Authority, Etc. The execution and delivery by the Borrower and each of the Guarantors of this Amendment and the performance by the Borrower and each of the Guarantors of all of their agreements and obligations under this Amendment and the Credit Agreement as amended hereby (i) are within the corporate authority of the Borrower and each of the Guarantors, (ii) have been duly authorized by all necessary corporate proceedings by the Borrower and each of the Guarantors, (iii) do not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which the Borrower or any of the Guarantors is subject or any judgment, order, writ, injunction, license or permit applicable to the Borrower or any of the Guarantors, and (iv) do not conflict with any provision of any corporate charter or by-laws of, or any agreement or other instrument binding upon, the Borrower or any Guarantor. (c) Enforceability of Obligations. This Amendment, and the Credit Agreement as amended hereby, constitute the legal, valid and binding obligations of the Borrower and each of the Guarantors enforceable against each such Person in accordance with their respective terms. Immediately prior to and immediately after and after giving effect to this Amendment, no Default or Event of Default exists under the Credit Agreement or any other Loan Document. 3 SS.3. AFFIRMATION OF BORROWER AND THE GUARANTORS. (a) The Borrower hereby affirms its absolute and unconditional promise to pay to each Bank and the Agent the Obligations due under the Notes, the Credit Agreement as amended hereby, and the other Loan Documents, at the times and in the amounts provided for therein. The Borrower confirms and agrees that (i) the Obligations of the Borrower to the Banks and the Agent under the Credit Agreement as amended hereby are secured by and entitled to the benefits of the Security Documents and (ii) all references to the term "Credit Agreement" in the Security Documents shall hereafter refer to the Credit Agreement as amended hereby. (b) Each of the Guarantors hereby acknowledges that it has read and is aware of the provisions of this Amendment. Each of the Guarantors hereby reaffirms its absolute and unconditional guaranty of the Borrower's payment and performance of the Obligations to the Banks and the Agent under the Credit Agreement, as amended hereby. Each of the Guarantors hereby confirms and agrees that the Guaranty shall hereafter constitute a guaranty of the Obligations under the Credit Agreement as amended hereby. SS.4. CONDITIONS TO EFFECTIVENESS. This Amendment shall be effective as of the date hereof upon the Agent's receipt of an original counterpart signature to this Amendment, duly executed and delivered by the Borrower, the Guarantors, the Majority Banks and the Agent. SS.5. MISCELLANEOUS PROVISIONS. (a) Except as otherwise expressly provided by this Amendment, all of the terms, conditions and provisions of the Credit Agreement shall remain the same. It is declared and agreed by each of the parties hereto that the Credit Agreement, as amended hereby, shall continue in full force and effect, and that this Amendment and the Credit Agreement shall be read and construed as one instrument. Nothing contained in this Amendment (i) shall be construed to imply a willingness on the part of the Banks or the Agent to grant any similar or other future amendment of any of the terms and conditions of the Credit Agreement or the other Loan Documents and (ii) shall in any way prejudice, impair or effect any rights or remedies of the Banks and the Agent under the Credit Agreement or the other Loan Documents. (b) THIS AMENDMENT IS INTENDED TO TAKE EFFECT AS AN AGREEMENT UNDER SEAL AND SHALL BE CONSTRUED ACCORDING TO AND GOVERNED BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS. (c) This Amendment may be executed in any number of counterparts, but all such counterparts shall together constitute but one instrument. In making proof of this Amendment it shall not be necessary to produce or account for more than one counterpart signed by each party hereto by and against which enforcement hereof is sought. 4 (d) Headings or captions used in this Amendment are for convenience of reference only and shall not define or limit the provisions hereof. (e) The Borrower hereby agrees to pay to the Agent, on demand by the Agent, all reasonable out-of-pocket costs and expenses incurred or sustained by the Agent in connection with the preparation of this Amendment (including reasonable legal fees and expenses). [SIGNATURE PAGES FOLLOW] IN WITNESS WHEREOF, the parties hereto have executed this Amendment as an agreement under seal as of the date first written above. THE RESTAURANT COMPANY By: /s/ Michael P. Donahoe ----------------------------------- Name: Michael P. Donahoe Title: EVP/CFO THE RESTAURANT HOLDING CORPORATION, as Guarantor By: /s/ Michael P. Donahoe ----------------------------------- Name: Michael P. Donahoe Title: EVP/CFO PERKINS FINANCE CORP., as Guarantor By: /s/ Michael P. Donahoe ----------------------------------- Name: Michael P. Donahoe Title: Vice President THE RESTAURANT COMPANY OF MINNESOTA, as Guarantor By: /s/ Michael P. Donahoe ----------------------------------- Name: Michael P. Donahoe Title: Vice President TRC REALTY LLC, as Guarantor By: /s/ Michael P. Donahoe ----------------------------------- Name: Michael P. Donahoe Title: Vice President FLEET NATIONAL BANK (f/k/a BankBoston, N.A.), individually and as Agent By: /s/ Cristin M. O'Hara ----------------------------------- Name: Cristin M. O'Hara Title: Director BANK OF AMERICA, N.A. (f/k/a Nationsbank, N.A.), individually and as Syndication Agent By: /s/ Cristin M. O'Hara ----------------------------------- Name: Cristin M. O'Hara Title: Director AMSOUTH BANK (f/k/a First American National Bank) By: ----------------------------------- Name: Title: SUNTRUST BANK By: ----------------------------------- Name: Title: