Second Amendment to Amended and Restated Credit Agreement



 EXHIBIT 10.15 
  
 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 
  
 THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT,
dated as of October 25, 2004 (the “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 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 from time to time party thereto (the “Lenders”) and the Administrative Agent are parties to that certain Amended and Restated Credit Agreement dated as of May 20, 2003 (as previously amended and modified and
as further 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 2.2(a). The LOC Committed Amount in Section 2.2(a) of the Credit Agreement is hereby increased to
FIVE MILLION DOLLARS ($5,000,000). 
  
 1.2
Amendment to Section 5.9(e). The Consolidated Capital Expenditure limit for fiscal year 2004 set forth in Section 5.9(e) of the Credit Agreement is hereby increased to $80,000,000. 







 SECTION 2 
  

CLOSING CONDITIONS 
  
 2.1 Conditions Precedent. This Amendment shall become effective as of the date hereof upon the receipt by the Administrative Agent of
counterparts of this Amendment, which collectively shall have been duly executed on behalf of (a) the Borrower, (b) the Guarantors and (c) 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 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 Amendment. 
  
 (b) This 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 Amendment.

  
 (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. 
  
  

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 3.3 Credit Document. This 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 9.14 and 9.17 of the Credit Agreement). 
  
 3.4 Entirety. This 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 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 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 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


  
 [signature pages
continue] 
  
 RED ROBIN INTERNATIONAL, INC. 
 SECOND AMENDMENT TO CREDIT AGREEMENT 








					
	 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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continue] 
  
 RED ROBIN INTERNATIONAL, INC. 
 SECOND AMENDMENT TO CREDIT AGREEMENT 








			
	 WELLS FARGO BANK, N.A.,
 as Syndication Agent
and as a Lender

		
	By:	 	 /s/ Dawn J. Storey for Brenda Park


	Name:	 	Dawn J. Storey
	Title:	 	Assistant Vice President


  
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continue] 
  
 RED ROBIN INTERNATIONAL, INC. 
 SECOND AMENDMENT TO CREDIT AGREEMENT 








			
	 U.S. BANK NATIONAL ASSOCIATION,
 as
Documentation Agent and as a Lender

		
	By:	 	 /s/ THOMAS MCCARTHY


	Name:	 	THOMAS MCCARTHY
	Title:	 	VICE PRESIDENT


  
 [signature pages
continue] 
  
 RED ROBIN INTERNATIONAL, INC. 
 SECOND AMENDMENT TO CREDIT AGREEMENT 








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

		
	By:	 	 /s/ Alexandra Burke


	Name:	 	Alexandra Burke
	Title:	 	Director


  
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continue] 
  
 RED ROBIN INTERNATIONAL, INC. 
 SECOND AMENDMENT TO CREDIT AGREEMENT 








			
	 KEY BANK N.A.,
 as a
Lender

		
	By:	 	 /s/ JEANETTE GANOUSIS


	Name:	 	JEANETTE GANOUSIS
	Title:	 	SENIOR VICE PRESIDENT


  
 [signature pages
continue] 
  
 RED ROBIN INTERNATIONAL, INC. 
 SECOND AMENDMENT TO CREDIT AGREEMENT 








			
	 SUNTRUST BANK,
 as a
Lender

		
	By:	 	 /s/ SUSAN M. HALL


	Name:	 	SUSAN M. HALL
	Title:	 	Managing Director


  
 RED ROBIN
INTERNATIONAL, INC. 
 SECOND AMENDMENT TO CREDIT AGREEMENT