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EXHIBIT 10.14
FIRST AMENDMENT TO
CREDIT AGREEMENT
BY AND AMONG
ROMA RESTAURANT HOLDINGS, INC.
ROMACORP, INC.
ROMA SYSTEMS, INC.
ROMA FRANCHISE CORPORATION
ROMA HOLDINGS, INC.
ROMA DINING LP
AND
THE PROVIDENT BANK,
Agent and Lender
dated as of
April 11, 2000
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FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT ("First Amendment") dated
as of April 11, 2000 by and among ROMA RESTAURANT HOLDINGS, INC. (f/k/a/
Romacorp, Inc.), ROMACORP, INC. (f/k/a Romacorp Operating Company, Inc.),
ROMA SYSTEMS, INC., ROMA FRANCHISE CORPORATION, ROMA HOLDINGS, INC. and
ROMA DINING LP (collectively, "Borrowers") and THE PROVIDENT BANK, an
Ohio banking corporation ("Agent") and various Lenders as set forth in
the Credit Agreement.
PRELIMINARY STATEMENT
WHEREAS, Borrower, Agent and Lenders have entered into a Credit
Agreement dated as of July 1, 1998 (the "Credit Agreement"); and
WHEREAS, Borrowers desire that Agent and Lenders amend the Credit
Agreement in order to increase the amounts available under the Revolving
Credit Loans in order to refinance, repay, prepay, redeem, defease or
retire certain Indebtedness of the Borrowers, to provide working capital
financing for Borrowers and to provide funds for other general corporate
purposes of Borrowers; and
WHEREAS, Borrower, Agent and Lenders now wish to amend the Credit
Agreement in accordance with the terms and provisions hereof;
NOW, THEREFORE, the parties hereto agree to supplement and amend the
Credit Agreement upon such terms and conditions as follows:
1. Capitalized Terms. All capitalized terms used herein shall have
the meanings assigned to them in the Credit Agreement (as amended hereby)
unless the context hereof requires otherwise. Any definitions as
capitalized terms set forth herein shall be deemed incorporated into the
Credit Agreement as amended by this First Amendment.
2. Definitions. (a) The following definition contained in
Section 1.2 of the Credit Agreement is hereby amended in its entirety to
read as follows:
"Libor Rate" shall mean, for each Interest Period, (i)
Libor, plus (ii) the Applicable Margin.
"Maximum Revolving Commitment" means the amount set
forth opposite the applicable date in the chart below,
provided that the Maximum Revolving Commitment shall not be
reduced below zero:
MAXIMUM
DATE REVOLVING COMMITMENT
---------------------- ----------------------
The Closing Date until and
including the First Amendment
Closing Date $15,000,000.00
The First Amendment
Closing Date until and
including April 11, 2001 $25,000,000.00
April 11, 2001 until
and including April 11, 2002 $24,000,000.00
April 11, 2002 until
and including April 11, 2003 $22,500,000.00
April 11, 2003 until
and including the Paydown Date $20,500,000.00
The Paydown Date until
and including April 11, 2004 $5,500,000.00
April 11, 2004 until
and including April 11, 2005 $3,000,000.00
"Prime Rate" means (i) the rate of interest announced
from time to time by Agent as its prime rate at its Head
Office, whether or not Agent shall at times lend to other
borrowers at lower rates of interest, or, if there is no such
prime rate, then such other rate as may be substituted by
Agent for its Prime Rate plus (ii) the Applicable Margin.
"Termination Date" means the earlier of (i) the fifth
anniversary of the First Amendment Closing Date; (ii) the date upon
which the entire principal of the Revolving Credit Notes shall
become due pursuant to the provisions hereof (whether as a result
of acceleration by Agent or the Requisite Lenders or otherwise);
or (iii) the date upon which the Credit Commitments terminate
pursuant to Section 9.2 hereof.
(b) Section 1.2 of the Credit Agreement is hereby amended to add
the following definitions to read in their entirety as follows:
"Applicable Margin means the amount set forth below, as a
percentage, to be added to the Prime Rate or the Libor Rate, as the
case may be, and used in calculating the rate of interest for an
applicable Loan at any time:
APPLICABLE MARGIN
----------------------
MARGIN RATIO Prime Rate Libor Rate
-------------- ---------- ----------
Greater than 4.00 to 1.00 1.00 3.25
Greater than 3.50 to 1.00 and
less than or equal to 4.00 to 1.00 0.75 3.00
Greater than 3.00 to 1.00 and
less than or equal to 3.50 to 1.00 0.50 2.75
Greater than 2.50 to 1.00 and
less than or equal to 3.00 to 1.00 0.25 2.50
Less than or equal to 2.50 to 1.00 0.00 2.25
"First Amendment Closing Date" means April 11, 2000.
"Paydown Date" means June 30, 2003.
3. Exhibits. Exhibit G of the Credit Agreement, Form of Revolving
Credit Promissory Note, is hereby amended in their entirety by Exhibit
G attached to this Amendment.
4. Schedules. Schedules 5.1(a), 5.1(b), 5.1(d), 5.7, 5.8 and
5.24 of the Credit Agreement are hereby amended in their entirety by
Schedules 5.1(a), 5.1(b), 5.1(d), 5.7, 5.8 and 5.24, respectively,
attached to this Amendment.
5. Revolving Credit Loans. The reference to "Termination Date"
in Section 2.2(a) of the Credit Agreement is hereby amended to read
"Paydown Date".
6. Letter of Credit Participations. The reference to
"Termination Date" in Section 2.5(g) of the Credit Agreement is hereby
amended to read "Paydown Date".
7. Maturity. Section 2.7(e) of the Credit Agreement is hereby
amended to read in its entirety as follows:
(e) Maturity. Subject to the terms and conditions of this Agreement,
prior to the Paydown Date, Borrowers will be entitled to reborrow all
or any part of the principal of the Revolving Credit Notes repaid or
prepaid prior to the Termination Date. The Credit Commitments shall
terminate and all of the indebtedness evidenced by the Revolving
Credit Notes shall, if not sooner paid, be in any event absolutely
and unconditionally due and payable in full by Borrowers on the fifth
anniversary of the First Amendment Closing Date, the date of the
final maturity of such Revolving Credit Notes.
8. Permitted Uses of Loan Proceeds. Section 2.10(a) of the
Credit Agreement is hereby amended to read in its entirety as follows:
(a) Permitted Uses of Loan Proceeds. Each Borrower
represents, warrants and covenants to Agent and each Lender
that the proceeds of the Loans shall be used by Borrower
solely for the purpose of refinancing, repaying, prepaying, redeeming,
defeasing or retiring certain Indebtedness of the Borrowers at or
below par value, financing working capital and for general corporate
purposes.
9. Revolving Credit Loans. The reference to "1.40" in Section 7.2 of the
Credit Agreement is hereby amended to read "1.70".
10. Restricted Payments. Section 8.3 of the Credit Agreement is hereby
amended to read in its entirety as follows:
Section 8.3 Restricted Payments. Following the Closing Date, Borrowers
will not and will not permit any of their Subsidiaries to directly or
indirectly declare, order, pay, make or set apart any sum for any
Restricted Payments except that:
(a) So long as no Default or Event of Default exists, Romacorp may
make the scheduled periodic payments of interest on the Senior Debt in
accordance with the terms thereof or otherwise as approved in writing by
Requisite Lenders;
(b) Borrowers may make Restricted Payments with respect to their
Capital Stock to the extent necessary to permit Borrowers to pay the
Obligations, to make any Restricted Payments permitted under clause
(a) above, to permit Borrowers to pay expenses incurred in the ordinary
course of business and to permit Romacorp to pay the Senior Debt; and
(c) Borrowers may refinance, repay, prepay, redeem, defease or
retire Indebtedness of the Borrowers at or below par value provided
that Borrowers deliver to Agent a certificate, signed by a Responsible
Officer, certifying that no Default or Event of Default exists or would
be caused by the making of such Restricted Payment(s).
11. Amendments, Waivers and Consents. Section 10.10 of the Credit
Agreement is hereby amended to read in its entirety as follows:
Section 10.10 Amendments, Waivers and Consents. Any
provision of this Agreement, the Revolving Credit Notes or
the other Loan Documents may be amended or waived upon the
consent of the Requisite Lenders, and after such consent,
Agent, on behalf of the Lenders, may execute and deliver to
Borrowers a written instrument waiving or amending such
provision; provided, however, that neither this Agreement,
the Revolving Credit Notes, nor any of the other Loan
Documents may be amended, waived or a variation therefrom or
forbearance with respect to such variation consented to
without the written consent of the Agent and all of Lenders
which effect (i) a change in the Maximum Revolving
Commitment; (ii) a change in any Lender's Credit Commitment;
(iii) a reduction in the interest rates or reduction of the
principal set forth in the Revolving Credit Notes; (iv) the
extension of the maturity date on the Notes beyond the
Termination Date or the or expiration date of any Letter of
Credit beyond the Paydown Date; (v) a change in the payment
schedule or scheduled date for the payment of or amount of
any interest or principal; (vi) any change in Article 7;
(vii) a change in this Section 10.10, the definition of
Requisite Lender or any provision of this Agreement which
requires consent or action of all the Lenders for action
thereunder; (viii) a change in the obligations and
liabilities of Agent; (ix) a change which increases the
obligations of any Lender; or (x) a change in any fees or
charges hereunder or in Sections 2.12 or 11.6 hereof.
12. Reaffirmation of Covenants, Warranties and Representations.
Borrower hereby agrees and covenants that all representations and
warranties in the Credit Agreement, including without limitation all of
those warranties and representations set forth in Article 5, are true and
accurate as of the date hereof. Borrower further reaffirms all covenants
in the Credit Agreement, and reaffirm each of the affirmative covenants
set forth in Article 6 and financial covenants set forth in Article 7 and
negative covenants set forth in Article 8 thereof, as if fully set forth
herein, except to the extent modified by this First Amendment.
13. Conditions Precedent to Closing of First Amendment. On or
prior to the First Amendment Closing Date, each of the following
conditions precedent shall have been satisfied:
(a) Proof of Corporate Authority. Agent shall have
received from Borrower copies, certified by a duly authorized
officer to be true and complete on and as of the First Amendment
Closing Date, of records of all action taken by Borrower to
authorize (i) the execution and delivery of this First Amendment
and all other certificates, documents and instruments to which it
is or is to become a party as contemplated or required by this
First Amendment, and (ii) its performance of all of its obligations
under each of such documents.
(b) Documents. Each of the documents to be executed and
delivered at the First Amendment Closing, including, without
limitation, the Amended and Restated Revolving Credit Promissory Note,
an opinion of Borrowers' counsel in form and substance satisfactory
to Agent and a Pledge Agreement pledging all of the shares of any
subsidiary of Borrowers not pledged as collateral for the Loans as
of the First Amendment Closing Date, and all other certificates,
documents and instruments to be executed in connection herewith
shall have been duly and properly authorized, executed and
delivered by Borrower and shall be in full force and effect on and
as of the First Amendment Closing Date.
(c) Legality of Transactions. No change in applicable law
shall have occurred as a consequence of which it shall have become
and continue to be unlawful (i) for Agent and each Lender to
perform any of its agreements or obligations under any of the Loan
Documents, or (ii) for Borrower to perform any of its agreements
or obligations under any of the Loan Documents.
(d) Performance, Etc. Except as set forth herein, Borrower
shall have duly and properly performed, complied with and observed
each of its covenants, agreements and obligations contained in each
of the Loan Documents. Except as set forth herein, no event shall
have occurred on or prior to the First Amendment Closing Date, and
no condition shall exist on the First Amendment Closing Date, which
constitutes a Default or an Event of Default.
(e) Proceedings and Documents. All corporate, governmental
and other proceedings in connection with the transactions
contemplated on the First Amendment Closing Date, each of the other
Loan Documents and all instruments and documents incidental thereto
shall be in form and substance reasonably satisfactory to
Provident.
(f) Changes; None Adverse. Since the date of the most
recent balance sheets of Borrower delivered to Provident, no
changes shall have occurred in the assets, liabilities, financial
condition, business, operations or prospects of Borrower which,
individually or in the aggregate, are material to Borrower, and
Provident shall have completed such review of the status of all
current and pending legal issues as Agent shall deem necessary or
appropriate.
(g) Payment of Closing Fee. Borrower shall have paid to
Agent the a closing fee in the amount of $150,000.00.
14. Miscellaneous. (a) Borrower shall reimburse Agent for
all fees and disbursements of legal counsel to Agent which shall have
been incurred by Agent in connection with the preparation, negotiation,
review, execution and delivery of this First Amendment and the handling
of any other matters incidental hereto.
(b) All of the terms, conditions and provisions of the
Agreement not herein modified shall remain in full force and effect. In
the event a term, condition or provision of the Agreement conflicts with
a term, condition or provision of this First Amendment, the latter shall
govern.
(c) This First Amendment shall be governed by and shall be
construed and interpreted in accordance with the laws of the State of
Ohio.
(d) This First Amendment shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs,
successors and assigns.
(e) This First Amendment may be executed in several
counterparts, each of which shall constitute an original, but all which
together shall constitute one and the same agreement.
IN WITNESS WHEREOF, this First Amendment has been duly executed and
delivered by or on behalf of each of the parties as of the day and in the
year first above written.
SIGNED IN THE PRESENCE OF:
ROMA RESTAURANT HOLDINGS, INC.
______________________________ By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
______________________________ Title: Vice President, Finance
SIGNED IN THE PRESENCE OF:
ROMACORP, INC.
______________________________ By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
______________________________ Title: Vice President, Finance
SIGNED IN THE PRESENCE OF:
ROMA SYSTEMS, INC.
______________________________ By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
______________________________ Title: Vice President, Finance
SIGNED IN THE PRESENCE OF:
ROMA FRANCHISE CORPORATION
______________________________ By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
______________________________ Title: Vice President, Finance
SIGNED IN THE PRESENCE OF:
ROMA HOLDINGS, INC.
______________________________ By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
______________________________ Title: Vice President, Finance
SIGNED IN THE PRESENCE OF:
ROMA DINING LP
By: Romacorp, Inc.,General Partner
______________________________ By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
______________________________ Title: Vice President, Finance
THE PROVIDENT BANK, Agent
______________________________ By: /s/▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇
______________________________ Title: Senior Vice President
THE PROVIDENT BANK, Lender
______________________________ By: /s/▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇
______________________________ Title: Senior Vice President