AMENDMENT NO. 1
Dated as of September 14, 2005
to
5-YEAR REVOLVING CREDIT AGREEMENT
Dated as of December 3, 2004
THIS AMENDMENT
NO. 1 (this
"Amendment")
is made as of
September 14,
2005 by and among Applebee's International,
Inc. (the "Borrower"), the financial
institutions listed on the signature
pages hereof (the
"Lenders") and JPMorgan
Chase Bank, N.A. ("JPMCB"), as
Administrative Agent (the "Administrative Agent")
under that certain 5-Year Revolving Credit Agreement dated as of December 3,
2004 by and among the Borrower, the Lenders, the Syndication Agents party
thereto and the Administrative Agent (as amended, the "Credit Agreement").
Capitalized terms used herein and not
otherwise defined
herein shall have
the
respective meanings given to them in the
Credit Agreement.
WHEREAS, the Borrower
has requested certain
modifications be made
to
the Credit Agreement;
WHEREAS, the Borrower,
the Lenders party hereto and the Administrative
Agent have agreed to amend the Credit
Agreement on the terms
and conditions set
forth herein;
NOW, THEREFORE,
in consideration of
the premises set forth above, the
terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency
of which are hereby acknowledged, the
Borrower, the Lenders party hereto and the
Administrative Agent
have agreed to
the following amendments to the Credit
Agreement.
1. Amendments to Credit Agreement. Effective as of September 14,
2005
(the "Effective Date"), but subject to the satisfaction of the conditions
precedent set forth in Section 2 below,
the Credit
Agreement is hereby
amended
as follows:
(a) The definition
of "Aggregate Commitment" set forth in forth in
Section 1.1 of the Credit Agreement is amended and restated in its
entirety as
follows:
"Aggregate Commitment"
means the aggregate of the Commitments
of all of the Lenders, as may be adjusted from time to time
pursuant to
the terms hereof. The Aggregate Commitment as of September 14,
2005 is
$200,000,000.
(b) The definition
of "Commitment Schedule" set forth in forth in
Section 1.1 of the Credit Agreement is amended and restated in its
entirety as
follows:
<PAGE>
"Commitment Schedule" means the Schedule identifying
each Lender's Commitment as of September 14, 2005 attached
hereto and identified as such.
(c) Clause (a) of the proviso in the first sentence of Section
2.6.3(i)
of the Credit Agreement is amended to delete the reference therein to
"$200,000,000" and substitute
"$250,000,000" therefor.
(d) The Commitment
Schedule to the Credit
Agreement is deleted in its
entirety and replaced with the "Commitment
Schedule" attached hereto.
(e) Schedule 5.8 to the Credit Agreement is deleted in its entirety
and
replaced with the "Schedule 5.8" attached
hereto.
2. Conditions of Effectiveness. The effectiveness of this
Amendment is
subject to the conditions precedent that
the Administrative Agent shall have (a)
administered the reallocation of the Aggregate
Outstanding
Credit Exposure on
the Effective Date ratably among the
Lenders after giving effect to the increase
of the Commitments of the Lenders pursuant to this Agreement and (b)
received
(i) counterparts of this Amendment duly executed by
the Borrower, each of
the
Lenders and the Administrative Agent; (ii) counterparts of the Consent and
Reaffirmation attached hereto duly executed by each
Guarantor;
(iii) for the
account of each Lender, an upfront fee in an amount equal to 0.075% of the
amount of the incremental increase in such Lender's
Commitment effected by this
Amendment; (iv) payment and reimbursement of
the Administrative Agent's and the
Arranger's fees and reasonable out-of-pocket expenses (including reasonable
legal fees and expenses) in connection with this Amendment; (v) an opinion
letter of counsel to the Borrower
relating to such
corporate and other matters,
and in such form, as the Administrative Agent may reasonably request; (vi) a
copy, certified by the Secretary or
Assistant Secretary of the Borrower, of the
resolutions of the Board of Directors of
the Borrower, authorizing the execution
of this Amendment and the performance by the Borrower of its obligations
hereunder and under the Credit Agreement as
amended hereby; and (vii) such other
instruments and documents as are reasonably requested by the Administrative
Agent.
3. Representations
and Warranties and
Covenants of the Borrower. The
Borrower hereby represents and warrants that (i)
this Amendment and the Credit
Agreement as amended hereby constitute
legal, valid and
binding obligations
of
the Borrower and are enforceable against the Borrower in accordance
with their
terms and (ii) as of the date
hereof and giving effect to the terms of this
Amendment, (x) there exists no Default or Unmatured Default and (y) the
representations and warranties contained in Article V of the
Credit Agreement,
as amended hereby, are true and correct, except for representations and
warranties made with reference solely to an
earlier date.
4. Reference to and Effect on the Credit Agreement.
(a) Upon the effectiveness hereof, each reference to the Credit
Agreement in the Credit Agreement or any
other Loan Document shall mean and be a
reference to the Credit Agreement as
amended hereby.
(b) Except as specifically amended above, the Credit
Agreement and all
other documents, instruments and agreements executed and/or delivered in
connection therewith shall remain in full force and effect and are hereby
ratified and confirmed.
2
<PAGE>
(c) The execution,
delivery and
effectiveness of this Amendment shall
not operate as a waiver of any right, power or remedy of the
Administrative
Agent or the Lenders, nor constitute a waiver of any provision of the Credit
Agreement or any other documents, instruments and agreements executed and/or
delivered in connection therewith. The Administrative Agent and the Lenders
hereby reserve any and all rights which
may now or hereafter
exist in favor of
the Administrative Agent and the Lenders
under the Credit Agreement.
5. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH
AND GOVERNED BY THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, 735 ILCS
105/5-1 ET SEQ., BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS
PROVISIONS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.
6. Headings. Section headings in this Amendment are included herein
for
convenience of reference only and shall not
constitute a part of this Amendment
for any other purpose.
7. Counterparts.
This Amendment may be
executed by one or more of the
parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
[Signature Pages Follow]
3
<PAGE>
IN WITNESS WHEREOF, this Amendment has been duly executed as of the
day
and year first above written.
APPLEBEE'S INTERNATIONAL, INC., as the Borrower
By /s/ Rebecca R. Tilden
-----------------------------------------------
Name: Rebecca R.
Tilden
Title: Vice President
<PAGE>
JPMORGAN CHASE BANK, N.A., as the Administrative
Agent, as Swing Line Lender, as LC Issuer and as
a Lender
By /s/ Suzanne Ergastolo
------------------------------------------------
Name: Suzanne
Ergastolo
Title: Vice President
<PAGE>
CITICORP LEASING, INC., as a Lender
By /s/ David Carr
------------------------------------------------
Name: David Carr
Title: Vice President
<PAGE>
BANK OF AMERICA, N.A.
(successor by merger
to
Fleet National
Bank), as a Lender
By /s/ Alexandra A. Burke
------------------------------------------------
Name: Alexandra Burke
Title: Principal
<PAGE>
SUNTRUST BANK, as a Lender
By /s/ Michael F. Lapresi
------------------------------------------------
Name: Michael F.
Lapresi
Title: Managing Director
<PAGE>
THE BANK OF
TOKYO-MITSUBISHI,
LTD., CHICAGO
BRANCH, as a Lender
By /s/ Tsuguyuki Umene
------------------------------------------------
Name: Tsuguyuki
Umene
Title: Deputy General Manager
<PAGE>
FIFTH THIRD BANK, as a Lender
By /s/ Megan S. Heisel
------------------------------------------------
Name: Megan S.
Heisel
Title: Vice President
<PAGE>
WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender
By /s/ Anthony D. Braxton
------------------------------------------------
Name: Anthony D.
Braxton
Title: Director
<PAGE>
WELLS FARGO BANK, N.A., as a Lender
By /s/ Melissa Nachman
------------------------------------------------
Name: Melissa
Nachman
Title: Vice President
By /s/ Peter Martinets
------------------------------------------------
Name: Peter
Martinets
Title: Vice President
<PAGE>
<TABLE>
<CAPTION>
COMMITMENT SCHEDULE
LENDER
COMMITMENT
<S>
<C>
JPMorgan Chase Bank, N.A.
$33,333,333.32
Bank of America, N.A. (successor by merger
to Fleet National Bank)
$26,666,666.67
SunTrust Bank
$26,666,666.67
Citicorp Leasing, Inc.
$26,666,666.67
The Bank of Tokyo-Mitsubishi, Ltd., Chicago
Branch
$26,666,666.67
Wachovia Bank, National Association
$20,000,000.00
Wells Fargo Bank, N.A.
$20,000,000.00
Fifth Third Bank
$20
