First Amendment to Amended and Restated Credit Agreement



 EXHIBIT 10.14 
  
 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 
  
 THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT, dated as of October 31, 2003 (the “First Amendment”), is by and among RED ROBIN INTERNATIONAL, INC., a Nevada corporation (the “Borrower”), RED ROBIN GOURMET BURGERS, INC. (the
“Parent”), those Domestic Subsidiaries of the Borrower identified as a “Guarantor” on the signature pages hereto and such other Domestic Subsidiaries of the Borrower as may from time to time become a party hereto (together
with the Parent, each individually a “Guarantor” and collectively the “Guarantors”), the Lenders party hereto (the “Lenders”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent
for the Lenders (in such capacity, the “Administrative Agent”). 
  
 W I T N E S S E T H 
  
 WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative Agent are parties to that certain Amended and Restated Credit Agreement dated as of May 20, 2003 (as amended, modified, supplemented or restated from time to
time, the “Credit Agreement”; capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein); 
  
 WHEREAS, the Borrower has requested that the Required Lenders (on behalf of the Lenders) agree to amend certain terms
of the Credit Agreement as set forth below; and 
  
 WHEREAS,
the Required Lenders have agreed to such amendments of the Credit Agreement, subject to the terms and conditions contained herein. 
  
 NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows: 
  
 SECTION 1 
  
 AMENDMENTS 

 
 1.1 Amendment to Section 6.8. Section 6.8 of the Credit
Agreement is hereby amended and restated in its entirety as follows: 
  
 Section 6.8 Ownership of Subsidiaries; Restrictions. 
  
 Each of the Credit Parties will not, nor will it permit any Subsidiary to, create, form or acquire any Subsidiaries, except for wholly-owned Domestic Subsidiaries which are joined as Additional Credit Parties in accordance with the terms
hereof. Each of the Borrower and its Subsidiaries will not, nor will it permit any Subsidiary to, sell, transfer, pledge or otherwise dispose of any Capital Stock or other equity interests in any of its Subsidiaries, nor will it, or 







 permit any Subsidiary to, issue, sell, transfer, pledge or otherwise dispose of any of its Capital Stock or other equity
interests, except as required by the Credit Documents or pursuant to a transaction permitted by Section 6.5(a)(iv). The Parent will not, nor will it permit any Subsidiary to, pledge any Capital Stock or other equity interests in any of its
Subsidiaries, except as required by the Credit Documents or pursuant to a transaction permitted by Section 6.5(a)(iv). 
  
 SECTION 2 
  
 CLOSING CONDITIONS 
  
 2.1 Conditions Precedent. This First Amendment shall become effective as of the date hereof upon the receipt by the Administrative Agent of counterparts of this First Amendment, which collectively
shall have been duly executed on behalf of (a) the Borrower, (b) the Parent, (c) the Guarantors and (d) the Required Lenders. 
  
 SECTION 3 
  
 MISCELLANEOUS 
  
 3.1 Amended Terms. The term “Credit Agreement” as used in each of the Credit Documents shall hereafter mean the Credit Agreement as amended by this First Amendment. Except as specifically
amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms. 
  
 3.2 Representations and Warranties of Credit Parties. Each Credit Party hereby represents and warrants
as follows: 
  
 (a) It has taken all necessary
action to authorize the execution, delivery and performance of this First Amendment. 
  
 (b) This First Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding
obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights
generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). 
  
 (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or
third party is required in connection with the execution, delivery or performance by such Person of this First Amendment. 
  

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 (d) Both before and after giving effect to this Amendment, the representations and
warranties set forth in Article III of the Credit Agreement are, subject to the limitations set forth therein, true and correct in all respects as of the date hereof (except for those which expressly relate to an earlier date). 
  
 (e) Both before and after giving effect to this Amendment,
no Default or Event of Default has occurred and is continuing. 
  
 3.3 Credit Document. This First Amendment shall constitute a Credit Document under the terms of the Credit Agreement and shall be subject to the terms and conditions thereof (including, without limitation, Sections 9.13, 9.14
and 9.17 of the Credit Agreement). 
  
 3.4 Entirety.
This First Amendment and the other Credit Documents embody the entire agreement between the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof. 

 
 3.5 Counterparts. This First Amendment may be executed in
any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. 
  
 3.6 GOVERNING LAW. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED
BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA. 
  
 [Signature Pages to Follow] 
  

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 IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this First Amendment to
be duly executed and delivered as of the date first above written. 
  

					
	BORROWER:	 	RED ROBIN INTERNATIONAL, INC.,
	 	 	a Nevada corporation
			
	 	 	By:	 	 /s/ James P. McCloskey


	 	 	Name:	 	James P. McCloskey
	 	 	Title:	 	Chief Financial Officer
		
	GUARANTORS:	 	RED ROBIN GOURMET BURGERS, INC.,
	 	 	a Delaware corporation
	 	 	RED ROBIN WEST, INC.,
	 	 	a Nevada corporation
	 	 	RED ROBIN DISTRIBUTING COMPANY, INC.,
	 	 	a Colorado corporation
	 	 	WESTERN FRANCHISE DEVELOPMENT, INC.,
	 	 	a California corporation
			
	 	 	By:	 	 /s/ James P. McCloskey


	 	 	Name:	 	James P. McCloskey
	 	 	Title:	 	 Chief Financial Officer of each
 of the foregoing
Guarantors

		
	 	 	RED ROBIN OF ANNE ARUNDEL COUNTY, INC.,
	 	 	a Maryland corporation
	 	 	RED ROBIN OF BALTIMORE COUNTY, INC.,
	 	 	a Maryland corporation
	 	 	RED ROBIN OF MONTGOMERY COUNTY, INC.,
	 	 	a Maryland corporation
	 	 	RED ROBIN OF HOWARD COUNTY, INC.,
	 	 	a Maryland corporation
	 	 	RED ROBIN OF CHARLES COUNTY, INC.,
	 	 	a Maryland corporation
			
	 	 	By:	 	 /s/ James P. McCloskey


	 	 	Name:	 	James P. McCloskey
	 	 	Title:	 	 Secretary & Treasurer of each
 of the foregoing
Guarantors


  
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 FIRST AMENDMENT 
 RED ROBIN INTERNATIONAL, INC. 








					
	 ADMINISTRATIVE AGENT
 AND
LENDERS:
	 	  
 WACHOVIA BANK, NATIONAL ASSOCIATION,
 as Administrative Agent and as a Lender

			
	 	 	By:	 	 /s/ David Hauglid


	 	 	Name:	 	David Hauglid
	 	 	Title:	 	Vice President

  
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 FIRST AMENDMENT 
 RED ROBIN INTERNATIONAL, INC. 








			
	WELLS FARGO BANK, N.A.,
	as Syndication Agent and as a Lender
		
	By:	 	 /s/ BRENDA PARK


	Name:	 	BRENDA PARK
	Title:	 	VICE PRESIDENT


  
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 FIRST AMENDMENT 
 RED ROBIN INTERNATIONAL, INC. 








			
	U.S. BANK NATIONAL ASSOCIATION,
	as Documentation Agent and as a Lender
		
	By:	 	 /s/ Thomas McCarthy


	Name:	 	Thomas McCarthy
	Title:	 	Vice President


  
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 FIRST AMENDMENT 
 RED ROBIN INTERNATIONAL, INC. 








			
	 BANK OF AMERICA, N.A.,
 as a
Lender

		
	By:	 	 /s/ Chitt Swamidasan


	Name:	 	Chitt Swamidasan
	Title:	 	Principal


  
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 FIRST AMENDMENT 
 RED ROBIN INTERNATIONAL, INC. 








			
	KEY BANK N.A.,
	as a Lender
		
	By:	 	 /s/ DOUGLAS L POGGE


	Name:	 	DOUGLAS L POGGE
	Title:	 	VICE PRESIDENT


  
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 FIRST AMENDMENT 
 RED ROBIN INTERNATIONAL, INC. 








			
	SUNTRUST BANK,
	as a Lender
		
	By:	 	 /s/ SUSAN M. HALL


	Name:	 	SUSAN M. HALL
	Title:	 	MANAGING DIRECTOR


  
 FIRST AMENDMENT

 RED ROBIN INTERNATIONAL, INC.