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Exhibit 10.1
ARTICLE I
AMENDMENTS TO LOAN AGREEMENT AND REVOLVING CREDIT NOTE
Effective as of April 1, 2005 (herein the "Modification Date"),
the
Loan Agreement is amended as follows:
(a) Each
reference in any Loan Document to the Loan
Agreement shall be deemed to mean and include this Amendment No. 1,
and
this Amendment No. 1 shall be deemed to be a Loan Document for
all
purposes under the Loan Agreement.
(b) The
definition of "Consolidated Cash Flow" is amended
to read in its entirety as follows:
"'Consolidated Cash Flow' means, in relation to the Borrower
Affiliated Group on a Consolidated basis for any period,
Consolidated EBITDA for such period, minus (a) cash Taxes paid
during such period, minus (b) Consolidated Maintenance Capital
Expenditures during such period, and minus (c) the aggregate
amount of any Restricted Payments made pursuant to Section 5.9
in connection with share repurchases during such period.
As used herein, the term "Consolidated Maintenance Capital
Expenditures" means, on a Consolidated basis, any Capital
Expenditure for existing units and facilities, other than
expenditures relating to remodels, new restaurant development
or
restaurant acquisitions."
(c) The
definition of "Revolving Credit Maturity Date"
contained in Section 1.65 of the Loan Agreement, and the fifth
paragraph of the Revolving Credit Note, are each amended: (i)
by
deleting the reference therein to the date "January 7, 2007"; and
(ii)
by inserting in its place the following: "January 7, 2009".
(d) Clause
(iii) of Section 5.9 of the Loan Agreement is
amended: (i) by deleting the reference to "$750,000" contained
therein
and inserting in its place the following: "$1,000,000"; and (ii)
by
deleting the reference to "$300,000" contained therein and
inserting in
its place the following: "$500,000".
(e) Clauses
(b), (c), and (e) of Section 5.16 of the Loan
Agreement are respectively amended to read in their entirety as
follows:
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"5.16(b) Minimum Trailing Four Quarters EBITDA. The Borrower
shall not permit Consolidated EBITDA (i) to be less than
$6,250,000 as of the last day of the fiscal quarter ending on
December 31, 2004 (as determined at the end of such fiscal
quarter for the four consecutive quarters then ending); (ii)
to be less than $6,250,000 as of the last day of the fiscal
quarter ending on March 31, 2005 (as determined at the end of
such fiscal quarter for the four consecutive quarters then
ending); (iii) to be less than $6,250,000 as of the last day
of the fiscal quarter ending on June 30, 2005 (as determined
at the end of such fiscal quarter for the four consecutive
quarters then ending); and (iv) to be less than $6,500,000 as
at the end of any fiscal quarter thereafter (as determined at
the end of each such fiscal quarter for the four consecutive
quarters then ending).
5.16(c) Minimum Consolidated Cash Flow Coverage. The Borrower
shall not permit the ratio of Consolidated Cash Flow to
Consolidated Financial Obligations to be less than: (i) 2.00
to 1.0 as at the last day of each of the fiscal quarters
ending on December 31, 2004, March 31, 2005, June 30, 2005,
September 30, 2005 and December 31, 2005 (as determined at the
end of each such fiscal quarter for the four consecutive
quarters then ending); (ii) 2.40 to 1.0 as at the last day of
each of the fiscal quarters endi
