<PAGE>
EXHIBIT 10.13
AMENDMENT NO. 6 TO REVOLVING CREDIT AGREEMENT
Dated as of March 25, 2004
This AMENDMENT NO. 6 TO REVOLVING CREDIT AGREEMENT, dated as of
March
25, 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
("TEC"). 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;
<PAGE>
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:
SECTION 1.
AMENDMENTS TO CREDIT AGREEMENT.
SECTION 1.1. LEVERAGE RATIO. The Credit Agreement is hereby amended
by
deleting the table set forth in Section
11.1 thereof and substituting in lieu
thereof the following table:
<TABLE>
<CAPTION>
Period
Ratio
------
------
<S>
<C>
12/31/99 - 10/07/01
3.75:1
10/08/01 - 04/21/02
4.50:1
04/22/02 - 07/14/02
4.40:1
07/15/02 - 10/06/02
4.30:1
10/07/02 - 12/29/02
4.20:1
12/30/02 - 12/28/03
4.00:1
12/29/03 - 04/18/04
4.00:1
04/19/04 and thereafter
4.00:1
</TABLE>
SECTION 1.2. CASH FLOW RATIO. The Credit Agreement is hereby
further
amended by deleting the table set forth in
Section 11.3 thereof and
substituting in lieu thereof the following
table:
<TABLE>
<CAPTION>
Period
Ratio
------
-----
<S>
<C>
Closing Date - 10/07/01
1.25:1
10/08/01 - 04/20/03
1.50:1
04/21/03 - 04/18/04
1.15:1
04/19/04 and thereafter
1.15:1
</TABLE>
SECTION 1.3. INTEREST COVERAGE RATIO. The Credit Agreement is
hereby
further amended by deleting the table set
forth in Section 11.4 thereof and
substituting in lieu thereof the following
table:
<TABLE>
<CAPTION>
Period
Ratio
------
-----
<S>
<C>
12/31/99 - 12/30/01
2.50:1
12/3
