Exhibit 10.16.1
AGREEMENT AND AMENDMENT NO. 2 TO
CREDIT AGREEMENT
THIS AGREEMENT AND AMENDMENT NO. 2 TO CREDIT
AGREEMENT (this “ Amendment ”) is made as of
December 28, 2008, by and between MEXICAN RESTAURANTS, INC., a
Texas corporation (the “ Borrower ”), and WELLS
FARGO BANK, N.A., a national banking association (the “
Lender ”).
WHEREAS, the Borrower and the Lender are parties
to a certain Credit Agreement, dated as of June 29, 2007, as
amended (the “ Credit Agreement ”); terms used
herein and not otherwise defined are used herein as defined in the
Credit Agreement; and
WHEREAS, the Borrower has requested that the
Lender amend Sections 1.1 and 7.1(c) of the Credit Agreement and
consent to the sale of the La Senorita Business (as defined
below);
NOW, THEREFORE, in consideration of the premises
and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree
as follows:
1.
Amendments to Credit Agreement .
1.1 The
defined term “Growth Capital Expenditures” set forth in
Section 1.1 of the Credit Agreement is hereby amended and restated
in its entirety to read as follows:
“ Growth Capital Expenditures
. Capital Expenditures for growth including, but not
limited to, New Construction relating to Operating Units and the
acquisitions of restaurants, including remodeling and renovation
expenditures for any restaurant, but excluding such remodeling and
renovation expenditures to the extent (a) funded by insurance
proceeds or (b) funded by the Borrower (i) to satisfy deductibles
for insured losses or (ii) to implement improvements required by
building codes not covered by insurance proceeds.”
1.2 Section
7.1(c) of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:
“(c) Commitments to Make Growth Capital
Expenditures. The Borrower and its Subsidiaries
will not make or commit to make (by entering into a lease or other
agreement) any Growth Capital Expenditures (i) during Fiscal Year
2009, in excess of $1,000,000 and (ii) during Fiscal Year 2010, in
excess of $1,200,000.”
2.
Consent to Sale of La Senorita Business
. Notwithstanding Section 8.4 of the Credit Agreement,
the Lender hereby consents to the sale (the “
Proposed Sale ”) by the Borrower and certain of its
Subsidiaries of all or substantially all of the assets of
their
