EXHIBIT 10.3
Dated as of April 9, 2004
TO: The financial institutions
and other lenders
(collectively, the "Lenders") parties to the Credit Agreement referred
to below and to DDJ Capital Management LLC, as collateral agent and
administrative agent (the "Agent") for the Lenders
RE: Letter Amendment to Post-Petition Credit Agreement
Ladies and Gentlemen:
We refer to the Post-Petition Credit Agreement, dated as of February 11,
2004, among Avado Brands, Inc. and its subsidiaries (collectively, the
"Borrowers"), the Lenders from time to time parties thereto, and the Agent (as
amended by the amendment thereto dated as of March 9, 2004, the "Credit
Agreement"). Capitalized terms not otherwise defined in this Letter Amendment
have the same meanings ascribed thereto in the Credit Agreement.
The undersigned, on behalf of itself and the other Borrowers, has requested
that the Lenders and the Agent agree, and the Lenders and the Agent have
indicated their willingness to agree on the terms and conditions set forth
herein, to amend the Credit Agreement in order to extend the period within which
the Borrowers are required to deliver the Credit Card Agreements under Section
8.18 of the Credit Agreement. Accordingly, the Borrowers, the undersigned
Lenders and the Agent hereby agree that Section 8.18 is hereby amended to (i)
delete each occurrence therein of the phrase "within sixty (60) days of the
Closing Date" therefrom and to substitute therefor "by or before April 23,
2004;" and (ii) replace the phrase "one hundred twenty days (120)" with "June
23, 2004"
This Letter Amendment shall become effective as of the date first above
written when the Agent shall have executed this Letter Amendment and received
counterparts of this Letter Amendment executed by the Borrowers and the Required
Lenders. This Letter Amendment is subject to the provisions of Sections 14.02,
14.04, and 14.15 of the Credit Agreement.
The Credit Agreement and each of the other Loan Documents, as specifically
amended by this Letter Amendment, are and shall continue to be in full force and
effect and are hereby in all respects ratified and confirmed. The execution,
delivery and effectiveness of this Letter Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
any Lender or the Agent under the Credit Agreement or any of the Loan Documents,
nor constitute a waiver of any provision of the Loan Documents.
This Letter Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Delivery of an executed counterpart of a
signature page to this Letter Amendment by telecopier shall be effective as
delivery of a manually executed counterpart of this Letter Amendment.
This Letter Amendment shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Massachusetts.
[Signature Pages Follow]
If you agree to the terms and provisions hereof, please execute this Letter
Agreement and return one copy by telecopier with the original to follow by
overnight courier to the attention of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Esq., ▇▇▇▇▇▇▇ Procter
LLP, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, telecopier number (617)
523-1231.
Very truly yours,
AVADO BRANDS, INC.,
a Georgia Corporation, on its own behalf and on behalf
of the other Borrowers
By___________________________________________________
Name:
Title:
Agreed as of the date first above written:
ADMINISTRATIVE AGENT AND COLLATERAL AGENT:
DDJ Capital Management, LLC
By:______________________
Name:
Title:
LENDERS:
B III-A Capital Partners, L.P.
By: GP III-A, LLC, its General Partner
By: DDJ Capital Management, LLC,
Manager
By: _______________________
Name:
Title:
B IV Capital Partners, L.P.
By: GP Capital IV, LLC, its General Partner
By: DDJ Capital Management, LLC,
Manager
By: _______________________
Name:
Title:
GMAM Investment Funds Trust II - Promark
Alternative High Yield Bond Fund
By: DDJ Capital Management, LLC, on behalf of GMAM Investment Funds Trust II -
Promark Alternative High Yield Bond Fund, in its capacity as investment manager
By: _______________________
Name:
Title:
The October Fund, Limited Partnership
By: October GP, LLC, its General Partner
By: DDJ Capital Management, LLC,
Manager
By: _______________________
Name:
Title:
S-1