Ex-10(N)



 






Exhibit 10N




September 4, 2007




Mr. William C. Niegsch, Jr.

Executive Vice President & CFO

Max & Erma’s Restaurants, Inc.

4849 Evanswood Drive

Columbus, Ohio 43229




Dear Bill:



As you are aware, Max & Erma’s Restaurants, Inc. (“Max & Erma’s” or the “Company”) is currently in
default under the terms and conditions of Section 6.2(b), 6.2(c), an 6.2(h) of the Sixth Amended
and Restated Revolving Credit Agreement (“Agreement”) dated May 4, 2006.



National City Bank (“Lender”), and Park National Bank and The Huntington National Bank
(collectively, the “Participants”) hereby waive their right to pursue remedies of default under
Section 7 of the Agreement for this occurrence only. For any other occurrence of an Event of
Default as defined, the Lender and Participants specifically reserve the right to pursue any and
all remedies.



Further, section 6.2 of the Agreement shall be amended in substance and form acceptable to the
Lender and Participants as follows:



The Company will not:



6.2(b) — Liabilities/Tangible Net Worth Ratio. Permit its ratio of Liabilities to Tangible Net
Worth to exceed (i) 6.03 to 1.00 through 10/31/07; (ii) 5.58 to 1.00 through fiscal 1st
Quarter 2008; (iii) 5.33 to 1.00 through fiscal 2nd Quarter 2008; (iv) 5.30 to 1.00
through fiscal 3rd Quarter 2008; (v) 5.36 to 1.00 through fiscal 4th Quarter
2008; (vi) 5.00 to 1.00 thereafter.



6.2(c) — Fixed Charge Coverage Ratio. Permit its Fixed Charge Coverage Ratio to be less than (i)
0.96 to 1.00 through 10/31/07; (ii) 1.01 to 1.00 through fiscal 1st Quarter 2008; (iii)
1.25 to 1.00 through fiscal 4th Quarter 2008; (iv) 1.35 to 1.00 thereafter.



6.2(d) — Total Debt to Adjusted EBITDA. Permit its ratio of Total Debt to Adjusted EBITDA to
exceed (i) 3.25 to 1.00 through 10/31/07; (ii) 3.18 to 1.00 through fiscal 1st Quarter
2008; (iii) 3.00 to 1.00 thereafter.














 







6.2(e) — Tangible Net Worth. Permit its Tangible Net Worth to be less than (i) $10,287,508
through 10/31/07; (ii) $10,972,508 through fiscal 1st Quarter 2008; (iii) $11,297,508
through fiscal 2nd Quarter 2008; (iv) $11,282,508 through fiscal 3rd Quarter
2008; (v) $11,212,508 through fiscal 4th Quarter 2008; (vi) $11,500,000 at the end of
fiscal 1st Quarter 2009, increasing by $1,000,000 at the end of each fiscal year
thereafter.



6.2(f) — Trailing Twelve Months Adjusted EBITDA. Permit its Trailing Twelve Months Adjusted
EBITDA to be less than (i) $9,500,000 through 10/31/07; (ii) $9,327,130 through fiscal
1st Quarter 2008; (iii) $9,500,000 thereafter.



6.2(g) — Senior Debt to Adjusted EBITDA. Permit its ratio to Senior Debt to Adjusted EBITDA to
exceed (i) 2.30 to 1.00 through 10/31/07; (ii) 2.43 to 1.00 through fiscal 1st Quarter
2008; (iii) 2.16 to 1.00 through fiscal 2nd Quarter 2008; (iv) 2.00 to 1.00 thereafter.



6.2(h) — Financial Ratio Test. Permit its Financial Ratio to exceed (i) 6.12 to 1.00 through
10/31/07; (ii) 6.22 to 1.00 through fiscal 1st Quarter 2008; (iii) 6.01 to 1.00 through
fiscal 2nd Quarter 2008; (iv) 5.77 to 1.00 through fiscal 3rd Quarter 2008;
(v) 5.75 to 1.00 thereafter.



Simultaneously with the execution hereof, the Lender shall receive payment of a $30,000 waiver and
restructuring fee to be shared pro-rata between the Lender and the Participants.



Your signature below indicates your acceptance of these terms and conditions. Upon signed
acceptance, we will proceed to documentation.




	 	 	 	 	 	 	 
	/s/ William C. Niegsch, Jr.

	 	 
	 	/s/ Douglas E. Houser
	 	 
	 

	 	 	 	 	 	 
	William C. Niegsch, Jr.

	 	 	 	Douglas E. Houser	 	 
	Executive Vice President &

Chief Financial Officer

	 	 	 	Senior Vice President

National City Bank	 	 
	Max & Erma’s Restaurants, Inc.
	 	 	 	 	 	 
	 

	 	 	 	/s/ Fred Hadley	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Fred Hadley	 	 
	 

	 	 	 	Senior Vice President	 	 
	 

	 	 	 	The Huntington National Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Pete Cassanos	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Pete Cassanos	 	 
	 

	 	 	 	Vice President	 	 
	 

	 	 	 	The Park National Bank