Exhibit 10.21
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THIRD AMENDMENT
TO
LOAN AGREEMENT
among
THE ▇▇▇▇▇ & WOLLENSKY RESTAURANT GROUP, INC.
as Borrower,
the GUARANTORS,
that are a party hereto,
and
FLEET BANK, N.A.
as Lender
Dated as of February 29, 2000
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THIRD AMENDMENT TO LOAN AGREEMENT
THIRD AMENDMENT TO LOAN AGREEMENT (this "Amendment"), dated as of
February 29, 2000, is entered into by and among THE ▇▇▇▇▇ & WOLLENSKY RESTAURANT
GROUP, INC., a Delaware corporation (the "Borrower"), The Manhattan Ocean Club
Associates, L.L.C., a Delaware limited liability company, La Cite Associates,
L.L.C., a Delaware limited liability company, Atlantic & Pacific Grill
Associates, L.L.C., a Delaware limited liability company, ▇▇▇. ▇▇▇▇▇ Sub, LLC, a
Delaware limited liability company, New York RGI Sub, LLC, a Delaware limited
liability company, Restaurant Group Management Service, LLC, a Delaware limited
liability company, S & W Chicago, LLC, a Delaware limited liability company, S &
W of Miami, L.L.C., a Delaware limited liability company, MOC D.C., L.L.C., a
Delaware limited liability company, S & W Las Vegas, L.L.C., a Delaware limited
liability company, S & W New Orleans, L.L.C., a Delaware limited liability
company, S & W D.C., L.L.C., a Delaware limited liability company, and MOC of
Miami, L.L.C., a Delaware limited liability company (each of the thirteen (13)
foregoing entities is referred to herein as a "Guarantor and collectively as the
"Guarantors") and FLEET BANK, N.A., a national banking association organized
under the laws of the United States (the "Lender"). All capitalized terms used
herein and not defined herein shall have the meanings ascribed respectively
thereto in the Agreement.
WHEREAS, the Borrower entered into a senior secured revolving credit
facility for up to an aggregate principal amount not to exceed $15,000,000 (the
"Original Commitment") with the Lender pursuant to that certain Loan Agreement
dated as of September 1, 1998, as amended by the First Amendment to Loan
Agreement dated as of June 8, 1999, and the Second Amendment to the Loan
Agreement dated as of June 29, 1999 (collectively, the "Agreement");
WHEREAS, the Borrower and the Lender have previously agreed by letter,
dated as of November 10, 1999, to amend the Agreement to reflect the change of
name of "The New York Restaurant Group, Inc." to "The ▇▇▇▇▇ & Wollensky
Restaurant Group, Inc."
WHEREAS, the Borrower has requested that the Lender provide a 364 day
revolving credit facility ("Loan B") in an aggregate outstanding amount not to
exceed $1,000,000; and
WHEREAS, the parties hereto desire to amend the Agreement to provide for
and incorporate the terms of Loan B.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Agreement and the other Loan Documents are
hereby modified as follows:
1. New Defined Terms. Section 1.1 of the Agreement is hereby amended by
adding each of the following definitions in appropriate alphabetical order:
"Clean-Up Period" shall have the meaning given in Section 2.9.
"Loan B" shall mean the 364 day revolving credit facility made by
the Lender to the Borrower in an aggregate outstanding amount not to exceed
$1,000,000.
"Loan B Availability" shall mean the amount, computed on a daily
basis, by which the Loan B Commitment exceeds the sum of the outstanding
principal of Loan B.
"Loan B Commitment" shall have the meaning given in Section 2.1(A).
"Loan B Commitment Period" shall have the meaning given in Section
2.1(A).
"Loan B Note" shall have the meaning given in Section 2.2(A).
"Loan B Advances" shall mean an advance of funds by the Lender to
the Borrower subject to and in accordance with the terms of Sections 2.1(A) and
4.2.
2. Amendments to Defined Terms. Section 1.1 of the Agreement is hereby
amended by amending the following defined terms as follows:
The definition of "Advance" is amended by adding immediately after
the number "2.1" on the second line of such definition: ", 2.1 (A)".
The definition of "Borrower" is amended by (a) deleting "THE NEW
YORK RESTAURANT GROUP, INC." wherever it appears in the Agreement and any other
Loan Document, and (b) replacing it with "THE ▇▇▇▇▇ & WOLLENSKY RESTAURANT
GROUP, INC."
The definition of "Commitment" is amended by: (a) adding immediately
after the word "Loan" on the first line of such definition: "or Loan B"; and (b)
adding immediately after the word "Period" on the second line thereof: "or Loan
B Commitment Period, as the case may be,".
The definition of "Interest Rate" is amended by adding immediately
after the number "2.4," on the second line of such definition: "2.4(A),".
The definition of "Loan" or "Loans" is amended by (a) deleting the
words "or Term Loan" on the second line of such definition, and (b) adding
immediately after the words "Revolving Loan" on the second line thereof: ", Term
Loan or Loan B."
The definition of "Maturity Date" is amended by (a) deleting the
word "and" immediately before the letter "(b)" on the third line of such
definition, and (b) adding immediately after the phrase "Maturity Date of the
Term Loan" on the fourth line thereof. ", and (c) with respect to Loan B, the
termination date of the Loan B Commitment Period."
The definition of "Notes" is amended by (a) deleting the words "and
Term Note" on the first line of such definition, and (b) adding immediately
after the words "Revolving Loan Note" on the first line thereof: ", Term Note
and Loan B Note."
The definition of "Termination Date" is amended by (a) deleting the
phrase "January 15, 2000" on the second line of such definition, and (b)
replacing it with "July 31, 2002."
3. Amendments to Section 2. Section 2 of the Agreement is hereby amended
to include new Sections 2.1(A), 2.2(A) and 2.4(A) to read as follows:
"2.1(A) Loan B Commitment. Subject to the terms and conditions and
relying on the representations and warranties set forth herein, the
Lender will make available Loan B Advances to the Borrower from time
to time during the period commencing February 29, 2000 and expiring
on February 27, 2001 ("Loan B Commitment Period"). Each Loan B
Advance may be in an amount not to exceed the Loan B Availability as
of the date of such Loan B Advance. The aggregate principal amount
at any one time outstanding of such Loan B shall not exceed
$1,000,000 ("Loan B Commitment"). Loan B Advances may be used for
general corporate purposes.
2.2(A) Loan B Note. Loan B Advances made by the Lender to the
Borrower pursuant to Section 2.1(A) shall be evidenced by that
certain Revolving Loan Note in the form attached hereto as Exhibit C
(the "Loan B Note"), payable to the order of the Lender and
representing the obligation of the Borrower to pay the aggregate
unpaid principal amount of all Loan B Advances, with interest
thereon as hereinafter described. The Loan B Note shall (i) be dated
the date hereof, and (ii) mature on the termination date of the Loan
B Commitment Period. The Borrower hereby expressly authorizes the
Lender to record on the schedule attached to the Loan B Note the
amount and date of each Loan B Advance, the date and amount of each
payment of principal and the unpaid principal balance; provided,
however, that the failure of the Lender to make any such notation
shall not in any manner affect the obligation of the Borrower to
repay any Loan in accordance with the terms hereof. All such
notations shall be deemed to be correct absent manifest error.
2.4(A) Interest on Loan B Note. Until the date upon which it is
repaid in full, each Loan B Advance made during the Loan B
Commitment Period shall bear interest, at: (i) the Adjusted Prime
Rate, or (ii) subject to availability and at the Borrower's timely
request, as provided in Section 2.3 hereof, the Adjusted LIBOR
Rate."
4. Amendments to Section 2.5. Section 2.5 of the Agreement is hereby
amended by adding the following sentence: "Notwithstanding the foregoing, Loan B
Advances shall not be subject to the terms of this Section 2.5."
5. Amendments to Section 2.9. Section 2.9 of the Agreement is hereby
amended by adding the following clause:
"(c) Mandatory Prepayments. Notwithstanding anything contained
herein to the contrary, the Borrower shall prepay the Loan B in full
so that, for a period of at least 60 consecutive days starting
December 1st, 2000 and ending January 29th, 2001 ("Clean-up
Period"), the aggregate outstanding principal amount of Loan B shall
be reduced to $0 for the duration of such Clean-up Period. The
Borrower shall give written notice to the Lender of the first day of
the Clean-up Period no later than 5 business days after the
commencement of such Clean-up Period."
6. Amendments to Section 2.10. Section 2.10(a) of the Agreement is hereby
amended by adding the following clause:
"(iv) with respect to any Loan B Advances under Loan B, and subject
to the provisions of Section 2.4(A), in arrears, commencing on the
first day of the first month following such Loan B Advance and on
the first day of each and every month thereafter up to and including
the first to occur of (A) the termination of the Loan B Commitment
Period, or (B) repayment in full of all Loan B Advances and interest
thereon."
7. Amendments to Section 2.17. Section 2.17 of the Agreement is hereby
amended by adding the following sentence after the first sentence of such
Section 2.17: "Notwithstanding anything to the contrary set forth herein, in no
event shall any Letter of Credit be issued on or after January 15, 2000."
8. Amendments to Section 8. Section 8 of the Agreement is hereby amended
by adding the following clause:
"(m) The Borrower shall have failed to satisfy the requirements for
a Clean-up Period as set forth in Section 2.9; or
(n) The Borrower shall have failed to provide the Lender, no later
than 5 days prior to the end of the Borrower's fourth fiscal quarter
of 2000, written notice of the commencement of a Clean-up Period as
set forth in Section 2.9;"
9. Fees. In consideration of the Lender agreeing to enter into this
Amendment, and granting the waivers set forth in paragraph 10 below, the
Borrower hereby agrees to pay to Lender a Loan Fee of $10,000 on the date hereof
(the "Closing Date").
10. Effect of Amendment. All references in the Loan Documents to the "Loan
Agreement" shall be deemed to refer to the Agreement as modified pursuant to the
terms hereof. All references in any one of the Loan Documents to any of the
other Loan Documents shall be deemed to refer to such other Loan Documents as
modified pursuant to the terms hereof. In the
event of any inconsistency or conflict between the terms and provisions of any
of the Loan Documents and the terms and provisions of this Amendment, the terms
and provisions of this Amendment shall control and be binding, it being the
agreement and intent of the Borrower, Guarantors and the Lender that the terms
and provisions contained or referred to in the Loan Documents shall hereby be
and be deemed to be amended and modified to the extent, but only to the extent,
necessary to give effect to the terms and provisions of this Amendment.
11. Consent of Borrower and Guarantor. By execution of this Amendment,
Borrower and Guarantors hereby expressly consent to the modification and
amendments relating to the Loan Agreement as set forth herein, and Guarantors
and Borrower hereby acknowledge, represent and agree that the Guaranty, any
Notes, the Security Agreement and the other Loan Documents to which each is a
party remain in full force and effect and constitute the valid and legally
binding obligation of Guarantors and Borrowers, enforceable against such Person
in accordance with its terms, that the Guaranty, the Notes, the Security
Agreement and the other Loan Documents extend to and apply to the Loan Agreement
as modified herein and amended herein, and that the execution and delivery of
this Amendment does not constitute and shall not be deemed to constitute, a
release, waiver or satisfaction of Guarantors' or Borrowers' obligations under
the Guaranty, any Note, the Security Agreement or other Loan Documents.
12. Borrower's Representations, Warranties and Covenants. Borrower and
Guarantors hereby certify that the following statements are true on the date
hereof:
(a) No Default or Event of Default has occurred and is continuing;
(b) All representations and warranties contained in the Agreement
and the other Loan Documents, before and after giving effect to this Amendment,
are true and correct in all material respects with the same effect as though
such representations and warranties are being made as of the date hereof.
(c) Except with respect to compliance with Sections 5.3 and 6.1, the
Borrower, before and after giving effect to this Amendment is in compliance in
all material respects with all covenants in Sections 5, 6 and 7 of the Loan
Agreement and all other covenants and agreements contained in the Agreement and
the other Loan Documents;
(d) There has been no material adverse change in the financial
condition or business of the Borrower and Guarantors;
(e) Except as expressly modified hereby, the Agreement and other
Loan Documents remain unmodified and in full force and effect and are hereby
ratified and confirmed in all respects; and
(f) The Borrower has no offsets, counterclaims or defenses to the
enforcement of, or otherwise with respect to, the Agreement and/or other Loan
Documents as hereby modified.
13. Execution in Counterparts. This Amendment may be executed in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute one and the same
instrument.
14. Governing Law. This Amendment shall be governed by and construed in
accordance with the internal laws of the State of New York.
15. 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.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
THE ▇▇▇▇▇ & WOLLENSKY RESTAURANT, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
THE MANHATTAN OCEAN CLUB
ASSOCIATES, L.L.C., a Delaware limited
liability company
By: The ▇▇▇▇▇ & Wollensky Restaurant Group, Inc.,
its Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
LA CITE ASSOCIATES, L.L.C.,
a Delaware limited liability company
By: The ▇▇▇▇▇ & Wollensky Restaurant Group, Inc.,
its Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
ATLANTIC & PACIFIC GRILL
ASSOCIATES, L.L.C., a Delaware
limited liability company
By: The ▇▇▇▇▇ & Wollensky Restaurant Group, Inc.,
its Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
▇▇▇. ▇▇▇▇▇ SUB, LLC, a Delaware
limited liability company
By: The ▇▇▇▇▇ & Wollensky Restaurant Group, Inc.,
its Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
NEW YORK RGI SUB, LLC., a Delaware
limited liability company
By: The ▇▇▇▇▇ & Wollensky Restaurant Group, Inc.,
its Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
RESTAURANT GROUP MANAGEMENT
SERVICE, LLC, a Delaware, limited liability
company
By: The ▇▇▇▇▇ & Wollensky Restaurant Group, Inc.,
its Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
S & W CHICAGO, L.L.C., a Delaware
limited liability company
By: The ▇▇▇▇▇ & Wollensky Restaurant Group, Inc.,
its Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
S & W OF MIAMI, L.L.C., a Delaware
limited liability company
By: The ▇▇▇▇▇ & Wollensky Restaurant Group, Inc.,
its Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇ ▇ ▇▇▇▇▇▇
Title: Executive Vice President
MOC D.C., L.L.C., a Delaware
limited liability company
By: The ▇▇▇▇▇ & Wollensky Restaurant Group, Inc.,
its Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
S & W LAS VEGAS, LLC, a Delaware
limited liability company
By: The ▇▇▇▇▇ & Wollensky Restaurant Group, Inc.,
its Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
S & W NEW ORLEANS, LLC, a Delaware
limited liability company
By: The ▇▇▇▇▇ & Wollensky Restaurant Group, Inc.,
its Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
S & W D.C., LLC, a Delaware
limited liability company
By: The ▇▇▇▇▇ & Wollensky Restaurant Group, Inc.,
its Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
MOC of MIAMI, L.L.C., a Delaware
limited liability company
By: The ▇▇▇▇▇ & Wollensky Restaurant Group, Inc.,
its Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
FLEET Lender, N.A.
By: /s/ ▇▇▇▇▇▇ ▇. Brood
---------------------------------------------
Name: ▇▇▇▇▇▇ ▇. Brood
Title: Vice President
LOAN B NOTE
$1,000,000.00
New York, New York
February 29, 2000
THE ▇▇▇▇▇ & WOLLENSKY RESTAURANT GROUP, INC., a Delaware corporation
(the "Borrower"), for value received, hereby promises to pay to the order of
FLEET BANK, N.A. (the "Bank") on February 27, 2001, at the office of the Bank
specified in Section 9.1 of the Loan Agreement, dated as of September 1, 1998,
between the Borrower and the Bank, as amended from time to time (as so amended,
the "Agreement"; terms defined in the Agreement shall have their defined
meanings when used in this Note), in lawful money of the United States of
America and in immediately available funds, the principal amount of ONE MILLION
AND 00/100 DOLLARS ($1,000,000.00) or, if less than such principal amount, the
aggregate unpaid principal amount of all Loan B Advances made by the Bank to the
Borrower pursuant to Section 2.1(A) of the Agreement. The Borrower further
promises to pay interest in like money on the unpaid principal balance of this
Note from time to time outstanding at (i) the Adjusted Prime Rate, or (ii)
subject to availability and at the Borrower's request, in accordance with the
terms of the Loan Agreement, the Adjusted LIBOR Rate. Interest shall be computed
on the basis of a 360-day year for actual days elapsed and shall be payable in
arrears commencing on the first day of the first month following any Loan made
by the Bank to the Borrower pursuant to Section 2.1(A) of the Agreement, and on
the first day of each and every month thereafter, as more particularly set forth
in, and subject to the terms and conditions of, the Agreement. All Loans made by
the Bank pursuant to Section 2.1(A) of the Agreement and all payments of the
principal thereon may be endorsed by the holder of this Note on the schedule
annexed hereto, to which the holder may add additional pages. The aggregate net
unpaid amount of Loans set forth in such schedule shall be presumed to be the
principal balance hereof absent manifest error. After the stated or any
accelerated maturity hereof, and after the occurrence of any Event of Default,
this Note shall bear interest at the Post Default Rate, and in the event that
any amount payable hereunder or in connection herewith remains unpaid for a
period of 10 days after its due date, the Borrower shall also be obligated to
pay a late charge of two percent (2%) of the amount not paid when due, all as
more particularly set forth in Section 2.10(e) of the Agreement, and all of such
interest and late charges shall be payable on demand, but in no event in excess
of the maximum rate of interest permitted under applicable law.
This Note is the Loan B Note referred to in the Agreement, and is
entitled to the benefits thereof and may be prepaid, and is required to be
prepaid, in whole or in part, as provided therein.
Upon the occurrence of any one or more of the Events of Default
specified in the Agreement, all amounts then remaining unpaid on this Note shall
be, or may be declared to be, immediately due and payable, in each case as
provided in the Agreement. This Note is secured
by the Mortgages, the collateral described in the Security Agreement and by the
Subsidiaries' Guaranty.
The Bank may at any time pledge all or any portion of its rights
under the Note and any other Loan Documents to any of the twelve (12) Federal
Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S. C.
Section 341. No such pledge or enforcement thereof shall release the Bank from
its obligations under any such Loan Documents.
The Borrower, for itself and its legal representatives, successors
and assigns, and all endorsers, guarantors or any others who may at any time
become liable for payment hereunder, hereby (i) consents to any and all
extensions of time, renewals, waivers, or modifications or substitutions or
releases of security that may be granted or consented to by the Bank or the
holder hereof with regard to the time of payment hereunder, the security held
for payment hereunder, or any other provision hereof, and (ii) waives
presentment, demand, protest and notice of protest, notice of dishonor, notice
of non-payment, notice of maturity, presentment for the purpose of accelerating
maturity, diligence in collection, and the benefit of any exemption of
insolvency laws, and all other notices applicable hereto, and agrees to pay, to
the extent permitted by law, all fees, costs and expenses incurred by or on
behalf of the Bank or the holder hereof in the collection hereof, including
legal costs and reasonable attorneys' fees and expenses.
This Note has been issued pursuant to the terms of the Agreement,
and is subject to all of the terms and conditions thereof.
This Note shall be construed in accordance with and governed by the
laws of the State of New York. The Borrower consents to the jurisdiction of the
courts of the State of New York in any action brought to enforce any rights of
the Bank or any holder under this Note, and the Borrower waives the right of
trial by jury and the right to interpose any setoff or counterclaim of any kind
or description with respect to any such action.
IN WITNESS WHEREOF, the undersigned has caused this Note to be duly
executed and delivered by its duly authorized officer as of the day and year
first above written.
THE ▇▇▇▇▇ & WOLLENSKY
RESTAURANT GROUP, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 01 day Mar, 2000, before me personally came ▇▇▇▇ ▇. ▇▇▇▇▇▇, to me
known, who, being by me duly sworn, did depose and say that he is the Executive
Vice President of The ▇▇▇▇▇ & Wollensky Restaurant Group, Inc., the corporation
described in, and which executed, the foregoing instrument; and that he signed
his name thereto by order of the directors of said corporation.
/s/ ▇▇▇▇ [Illegible]
--------------------
Notary Public
▇▇▇▇ [Illegible]
Notary Public, State of New York
No. ▇▇-▇▇▇▇▇▇▇ Qual. in Kings Co.
Commission Expires March 30, 2002
SCHEDULE TO LOAN B NOTE
DATED FEBRUARY 29, 2000
BY
THE ▇▇▇▇▇ & WOLLENSKY RESTAURANT GROUP, INC.
TO
FLEET BANK, N.A.
Advances and Payments of Principal and Interest
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Amount of Unpaid Principal
Amount of Principal Amount of Balance of Notation
Date Advance Paid or Prepaid Interest Paid Advances Made By
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