Exhibit
10.29
MEXICAN RESTAURANTS, INC.
1135 Edgebrook
Houston, Texas 77034-1899
Bank of
America, N.A.
(successor by
merger to Fleet National Bank)
100 Federal
Street
Boston,
Massachusetts 02110
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Re:
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Amendment No. 3
to Amended and Restated Revolving Credit
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Ladies and
Gentlemen:
We refer to the
Amended and Restated Revolving Credit and Term Loan Agreement (as
amended, the “Loan Agreement”), dated as of January 7,
2004, between Mexican Restaurants, Inc. (the
“Borrower”) and Bank of America, N.A. (successor by
merger to Fleet National Bank) (the “Lender”). All of
the words and expressions used in this letter of agreement (this
“Amendment No. 3”) which are not defined herein, but
which are defined in the Loan Agreement, shall have the same
meanings herein as specified therefor in the Loan
Agreement.
We have
requested that you make certain amendments to the Loan Agreement
and you have advised us that you are prepared and would be pleased
to make the amendments requested by us, but only on the condition
that we join with you in this letter of agreement.
Accordingly, in
consideration of the premises and the promises, mutual covenants
and agreements contained in this Amendment No. 3, and fully
intending to be legally bound by this Amendment No. 3, we hereby
agree with you as follows:
ARTICLE I
AMENDMENTS TO LOAN
AGREEMENT
Effective as of
December 31, 2006 (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 include this Amendment No.
3, and this Amendment No. 3 shall be deemed to be a Loan
Document for all purposes under the Loan Agreement.
(b)
Section 1.18 of the Loan Agreement
is deleted in its entirety and the following is substituted in lieu
thereof:
“1.18
“Consolidated Cash Flow” means, in
relation to the Borrower Affiliated Group on a Consolidated basis
for any period, Consolidated EBITDAR for such period minus
(a) cash Taxes paid during such period, minus (b)
Consolidated Maintenance Capital Expenditures during such period,
and plus (c) the aggregate amount of
any Restricted Payments made pursuant to Section 5.9 in connection
with vest options purchased directly from the
Company's former Chief Executive Officer, Curt Glowacki, in the
fourth quarter of fiscal year 2006.
(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, 2009”; and (ii) by inserting in its place
the following: “December 31, 2011”.
(d)
Section 1.66 of the Loan Agreement
is deleted in its entirety and the following is substituted in lieu
thereof:
“1.66
“Revolving Credit
Maximum Amount” means Seven Million Five Hundred Thousand
Dollars ($7,500,000.00).”
(e) Section 1.68 of the Loan Agreement is deleted
in its entirety and the following is substituted in lieu
thereof:
“1.68
“Revolving Loan Commitment”
means, subject to the limitations set forth
in this Agreement, Seven Million Five Hundred Thousand Dollars
($7,500,000.00).”
(f)
Notwithstanding anything to the
contrary contained in the Loan Agreement or any other Loan Document
(including, without limitation, Section 2.2 of the Loan
Agreement and the Term Note), the Term Loan and the Term Loan
Commitment are each hereby terminated and all amounts advanced
under the Term Loan are hereby deemed to be advances under the
Revolving Loan.
(g)
The table set forth in Section 2.6
of the Loan Agreement is amended to read in its entirety as
follows:
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Table 1
Applicable Interest Rate
Margins
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Level
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Rent Adjusted Leverage
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Applicable Prime Rate
Margin
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Applicable LIBOR Margin
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I
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x<4.25x
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0.00%
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2.00%
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II
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4.25x<x<4.50x
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0.50%
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2.50%
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III
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x>4.50x
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1.00%
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3.00%
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(h)
Clause (iii) of Section 5.9 of the
Loan Agreement is amended: (i) by deleting the reference
