Second Amendment to Credit Agreement



 Exhibit 10.17 
 SECOND AMENDMENT TO CREDIT AGREEMENT 
 THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this
“Amendment”), dated as of October 9, 2007, is by and among MORTON’S OF CHICAGO, INC., an Illinois corporation, (the “Borrower”), MORTON’S RESTAURANT GROUP, INC., a Delaware corporation
(the “Parent”), those Subsidiaries of the Parent identified as a “Guarantor” on the signature pages hereto (together with the Parent, the “Guarantors”), and WACHOVIA BANK, NATIONAL ASSOCIATION, as
administrative agent for the Lenders (as defined below) under the Credit Agreement (defined below) (in such capacity, the “Administrative Agent”). 
 W I T N E S S E T H 
 WHEREAS, the Borrower, the Guarantors, the lenders party thereto (the
“Lenders”) and the Administrative Agent are parties to that certain Credit Agreement dated as of February 14, 2006 (as previously amended, modified or supplemented by that certain First Amendment to Credit Agreement dated as of
June 1, 2007 and as further amended, modified, supplemented, restated or amended and restated from time to time, the “Credit Agreement”; capitalized terms used herein shall have the meanings ascribed thereto in the Credit
Agreement as amended hereby); 
 WHEREAS, the Credit Parties have requested an amendment to the Credit Agreement as described herein;
and 
 WHEREAS, the Administrative Agent (on behalf of the Required Lenders) is willing to make such amendment to the Credit
Agreement, subject to the terms and conditions set forth 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: 
 ARTICLE I 
 AMENDMENT TO CREDIT AGREEMENT 
 1.1 Consolidated Capital Expenditures. The definition of “Consolidated Capital Expenditures” in Section 1.1 of
the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
 “Consolidated Capital
Expenditures” shall mean, for any period, all capital expenditures of the Parent and its Subsidiaries on a consolidated basis for such period, as determined in accordance with GAAP, net of landlord contributions, allowances and abatements
and excluding assets acquired with the proceeds of Asset Dispositions or Recovery Events. 
 ARTICLE II 
 CONDITIONS TO EFFECTIVENESS 
 2.1
Closing Conditions. 
 This Amendment shall become effective as of the date hereof (the “Second Amendment Effective
Date”) upon satisfaction of the following conditions (in form and substance reasonably acceptable to the Administrative Agent): 
 (a) Executed Amendment. The Administrative Agent shall have received a copy of this Amendment duly executed by each of the Credit Parties and the Administrative Agent, on behalf of the Required Lenders.

 (b) Executed Consents. The Administrative Agent shall have received executed consents, substantially in the form of
Exhibit A attached hereto, from each of the Required Lenders authorizing the Administrative Agent to enter into this Amendment on their behalf. 







 (c) Other. The Administrative Agent shall have received such other documents,
agreements or information which it may reasonably request relating to the Credit Parties and the transactions contemplated by this Amendment and any other matters relevant hereto or thereto, all in form and substance satisfactory to the
Administrative Agent in its sole good faith discretion. 
 ARTICLE III 
 MISCELLANEOUS 
 3.1 Amended Terms. All references to
the Credit Agreement 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 of the Credit Parties 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 valid and legally 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 Governmental Authority or third
party is required in connection with the execution, delivery or performance by such Person of this Amendment. 
 (d) The
representations and warranties set forth in Article III of the Credit Agreement are (i) with respect to representations and warranties that contain a materiality qualification, true and correct as of the date hereof (except for those which
expressly relate to an earlier date) and (ii) with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects as of the date hereof (except for those which expressly
relate to an earlier date). 
 (e) Before and after giving effect to this Amendment, (1) no Default or Event of Default
exists; and (2) the Credit Parties are in compliance with all financial covenants set forth in Section 5.9 of the Credit Agreement. 
 (f) The Security Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the Administrative Agent, for the benefit of the Lenders, which security interests and Liens are
perfected in accordance with the terms of the Security Documents and prior to all Liens other than Permitted Liens. 
 (g) The
execution, delivery and performance of this Amendment by the Credit Parties will not violate any Requirement of Law or contractual obligation of any Credit Party in any respect that could reasonably be expected to have a Material Adverse Effect.

 3.3 Acknowledgment of Guarantors. The Guarantors acknowledge and consent to all of the terms and conditions of
this Amendment and agree that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge the Guarantors’ obligations under the Credit Documents. 
 3.4 Credit Document. This Amendment shall constitute a Credit Document under the terms of the Credit Agreement. 

 

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 3.5 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. 
 3.6 Counterparts; Telecopy. 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. Delivery of an executed counterpart to this Amendment by telecopy shall be effective as an original and shall constitute a representation that an original will be delivered. 
 3.7 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 
 3.8 Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, services of process and waiver of
jury trial provisions set forth in Sections 9.14 and 9.17 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis. 
 3.9 Fees. The Borrower agrees to pay all reasonable out-of-pocket, due diligence expenses and other related expenses of the Administrative Agent in connection with the preparation, execution and delivery of this
Amendment, including, without limitation, the reasonable fees, disbursements and other charges of Moore & Van Allen PLLC. 
 3.10
Further Assurances. The Credit Parties agree to promptly take such action, upon the request of the Administrative Agent, as is necessary to carry out the intent of this Amendment. 
 3.11 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. 
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 IN WITNESS WHEREOF the Borrower, the Guarantors, and the Administrative Agent (on behalf of itself and
the Lenders) have caused this Amendment to be duly executed on the date first above written. 
  

					
	BORROWER:	 	 MORTON’S OF CHICAGO, INC.,
 an Illinois
corporation

			
		 	By:	 	/s/    RONALD M. DINELLA        

		 	Name:	 	Ronald M. DiNella
		 	Title:	 	Sr. Vice President/CFO

  

					
	PARENT:	 	 MORTON’S RESTAURANT GROUP, INC.,
 a
Delaware corporation

			
		 	By:	 	/s/    RONALD M. DINELLA        

		 	Name:	 	Ronald M. DiNella
		 	Title:	 	Sr. Vice President/CFO

  

			
	 GUARANTORS:
	 	 PORTERHOUSE, INC.,
 a Delaware
corporation

		
		 	 MORTON’S OF CHICAGO/ATLANTA, INC.,
 an Illinois
corporation

		
		 	 MORTON’S OF CHICAGO/BUCKHEAD, INC.,
 a Delaware
corporation

		
		 	 MORTON’S OF CHICAGO/CHICAGO, INC.,
 a Delaware
corporation

		
		 	 MORTON’S OF CHICAGO/CINCINNATI, INC.,
 a Delaware
corporation

		
		 	 MORTON’S OF CHICAGO/CLAYTON, INC.,
 a Delaware
corporation

		
		 	 MORTON’S OF CHICAGO/CLEVELAND, INC.,
 an Illinois
corporation

		
		 	 MORTON’S OF CHICAGO/COLUMBUS INC.,
 a Delaware
corporation

		
		 	 MORTON’S OF CHICAGO/DALLAS, INC.,
 an Illinois
corporation

		
		 	 MORTON’S OF CHICAGO/DENVER, INC.,
 an Illinois
corporation

		
		 	 MORTON’S OF CHICAGO/DETROIT, INC.,
 a Delaware
corporation

		
		 	 MORTON’S OF CHICAGO/FIFTH AVENUE, INC.,
 a Delaware
corporation


  

 SECOND AMENDMENT TO CREDIT AGREEMENT 









			
		 	 MORTON’S OF CHICAGO/FLAMINGO ROAD CORP.,
 a Delaware
corporation

		
		 	 MORTON’S OF CHICAGO/HOUSTON, INC.,
 a Delaware
corporation

		
		 	 MORTON’S OF CHICAGO/MINNEAPOLIS, INC.,
 a Delaware
corporation

		
		 	 MORTON’S OF CHICAGO/NASHVILLE, INC.,
 a Delaware
corporation

		
		 	 MORTON’S OF CHICAGO/PALM DESERT, INC.,
 a Delaware
corporation

		
		 	 MORTON’S OF CHICAGO/PHILADELPHIA, INC.,
 an Illinois
corporation

		
		 	 MORTON’S OF CHICAGO/PHOENIX, INC.,
 a Delaware
corporation

		
		 	 MORTON’S OF CHICAGO/PITTSBURGH, INC.,
 a Delaware
corporation

		
		 	 MORTON’S OF CHICAGO/PITTSBURGH LLC,
 a Delaware
limited liability company

		
		 	 MORTON’S OF CHICAGO/PORTLAND, INC.,
 a Delaware
corporation

		
		 	 MORTON’S OF CHICAGO/PUERTO RICO, INC.,
 a Delaware
corporation

		
		 	 MORTON’S OF CHICAGO/ROSEMONT, INC.,
 an Illinois
corporation

		
		 	 MORTON’S OF CHICAGO/SACRAMENTO, INC.,
 a Delaware
corporation

		
		 	 MORTON’S OF CHICAGO/SAN ANTONIO, INC.,
 a Delaware
corporation

		
		 	 MORTON’S OF CHICAGO/SAN DIEGO, INC.,
 a Delaware
corporation

		
		 	 MORTON’S OF CHICAGO/SAN FRANCISCO, INC.,
 a Delaware
corporation

		
		 	 MORTON’S OF CHICAGO/SANTA ANA, INC.,
 a Delaware
corporation

		
		 	 MORTON’S OF CHICAGO/SCOTTSDALE, INC.,
 a Delaware
corporation


  

 SECOND AMENDMENT TO CREDIT AGREEMENT 









			
		 	 MORTON’S OF CHICAGO/SEATTLE, INC.,
 a Delaware
corporation

		
		 	 MORTON’S OF CHICAGO/VIRGINIA, INC.,
 an Illinois
corporation

		
		 	 MORTON’S OF CHICAGO/WASHINGTON D.C. INC.,
 a
Delaware corporation

		
		 	 MORTON’S OF CHICAGO/WASHINGTON SQUARE, INC.,
 a
Delaware corporation

		
		 	 MORTON’S OF CHICAGO/WESTBROOK, INC.,
 an Illinois
corporation

		
		 	 PORTERHOUSE OF LOS ANGELES, INC.,
 a Delaware corporation


		
		 	 MOCGC CORP.,
 a Virginia corporation

		
		 	 MORTON’S OF CHICAGO HOLDING, INC.,
 a Delaware
corporation

		
		 	 ARNIE MORTON’S OF CHICAGO/FIGUEROA LLC,
 a Delaware
limited liability company

		
		 	 MORTON’S OF CHICAGO MARYLAND HOLDING, INC.,
 a
Delaware corporation

		
		 	 MORTON’S OF CHICAGO/BALTIMORE LLC,
 a Delaware
limited liability company

		
		 	 MORTON’S OF CHICAGO/BETHESDA LLC,
 a Delaware
limited liability company

		
		 	 MORTON’S OF CHICAGO/ANAHEIM LLC,
 a Delaware limited
liability company

		
		 	 MORTON’S OF CHICAGO/ATLANTIC CITY, LLC,
 a Delaware
limited liability company

		
		 	 MORTON’S OF CHICAGO FLORIDA HOLDING, INC.,
 a
Delaware corporation

		
		 	 MORTON’S OF CHICAGO/BOCA RATON, LLC,
 a Delaware
limited liability company

		
		 	 MORTON’S OF CHICAGO/CORAL GABLES, LLC,
 a Delaware
limited liability company

		
		 	 MORTON’S OF CHICAGO/MIAMI LLC,
 a Delaware limited
liability company


  

 SECOND AMENDMENT TO CREDIT AGREEMENT 









			
		 	 MORTON’S OF CHICAGO/NORTH MIAMI BEACH LLC,
 a
Delaware limited liability company

		
		 	 MORTON’S OF CHICAGO/ORLANDO LLC,
 a Delaware limited
liability company

		
		 	 MORTON’S OF CHICAGO/PALM BEACH LLC,
 a Delaware
limited liability company

		
		 	 MORTON’S OF CHICAGO/BOSTON LLC,
 a Delaware limited
liability company

		
		 	 MORTON’S OF CHICAGO/CHARLOTTE LLC,
 a Delaware
limited liability company

		
		 	 MORTON’S OF CHICAGO/CRYSTAL CITY LLC,
 a Delaware
limited liability company

		
		 	 MORTON’S OF CHICAGO/DENVER CRESCENT TOWN CENTER, LLC,
 a Delaware limited liability company

		
		 	 MORTON’S OF CHICAGO/FORT LAUDERDALE, LLC,
 a
Delaware limited liability company

		
		 	 MORTON’S OF CHICAGO/GREAT NECK LLC,
 a Delaware
limited liability company

		
		 	 MORTON’S OF CHICAGO/HACKENSACK LLC,
 a Delaware
limited liability company

		
		 	 MORTON’S OF CHICAGO/HARTFORD LLC,
 a Delaware
limited liability company

		
		 	 MORTON’S OF CHICAGO/HONOLULU LLC,
 a Delaware
limited liability company

		
		 	 MORTON’S OF CHICAGO/INDIANAPOLIS LLC,
 a Delaware
limited liability company

		
		 	 MORTON’S OF CHICAGO/JACKSONVILLE LLC,
 a Delaware
limited liability company

		
		 	 MORTON’S OF CHICAGO/KANSAS CITY LLC,
 a Delaware
limited liability company

		
		 	 MORTON’S OF CHICAGO/KING OF PRUSSIA LLC,
 a Delaware
limited liability company

		
		 	 MORTON’S OF CHICAGO/LOUISVILLE LLC,
 a Delaware
limited liability company

		
		 	 MORTON’S OF CHICAGO/NEW ORLEANS LLC,
 a Delaware
limited liability company


  

 SECOND AMENDMENT TO CREDIT AGREEMENT 









			
		 	 MORTON’S OF CHICAGO/NORTHBROOK, LLC,
 a Delaware
limited liability company

		
		 	 MORTON’S OF CHICAGO/MCKINNEY, LLC,
 a Delaware
limited liability company

		
		 	 MORTON’S OF CHICAGO/RESTON LLC,
 a Delaware limited
liability company

		
		 	 MORTON’S OF CHICAGO/RICHMOND LLC,
 a Delaware
limited liability company

		
		 	 MORTON’S OF CHICAGO/SCHAUMBURG LLC,
 a Delaware
limited liability company

		
		 	 MORTON’S OF CHICAGO/SOUTHPARK, LLC,
 a Delaware
limited liability company

		
		 	 MORTON’S OF CHICAGO/STAMFORD LLC,
 a Delaware
limited liability company

		
		 	 MORTON’S OF CHICAGO/TROY, LLC,
 a Delaware limited
liability company

		
		 	 MORTON’S OF CHICAGO/WACKER PLACE, LLC,
 a Delaware
limited liability company

		
		 	 MORTON’S OF CHICAGO/WHITE PLAINS LLC,
 a Delaware
limited liability company

		
		 	 ITALIAN RESTAURANTS HOLDING CORP.,
 a Delaware
corporation

		
		 	 BERTOLINI’S RESTAURANTS, INC.,
 a Delaware
corporation

		
		 	 BERTOLINI’S OF CIRCLE CENTRE, INC.,
 a Delaware
corporation

		
		 	 BERTOLINI’S/KING OF PRUSSIA, INC.,
 a Delaware
corporation

		
		 	 BERTOLINI’S OF LAS VEGAS, INC.,
 a Delaware
corporation

		
		 	 BERTOLINI’S AT VILLAGE SQUARE, INC.,
 a Delaware
corporation



					
			
		 	By:	 	/s/    RONALD M. DINELLA        

		 	Name:	 	Ronald M. DiNella
		 	Title:	 	Sr. Vice President/CFO

  

 SECOND AMENDMENT TO CREDIT AGREEMENT 









					
		 	 ARNIE MORTON’S OF CHICAGO/BURBANK LLC,
 a Delaware limited liability company

			
		 	By:	 	/s/    RONALD M. DINELLA        

		 	Name:	 	Ronald M. DiNella
		 	Title:	 	Sr. Vice President/CFO


			
		
		 	 HOUSTON STEAKHOUSE, INC.,
 a Texas
corporation

		
		 	 CHICAGO STEAKHOUSE, INC.,
 a Texas
corporation

		
		 	 SAN ANTONIO STEAKHOUSE, INC.,
 a Texas
corporation



					
			
		 	By:	 	/s/    RONALD M. DINELLA        

		 	 Name:
	 	Ronald M. DiNella
		 	 Title:
	 	Sr. Vice President/CFO

  

 SECOND AMENDMENT TO CREDIT AGREEMENT 









			
	 ADMINISTRATIVE AGENT:
	  	 WACHOVIA BANK,
 NATIONAL
ASSOCIATION,

		  	as Administrative Agent
		  	and on behalf of the Required Lenders


					
			
		 	By:	 	/s/    JORGE A. GONZALEZ        
		 	Name:	 	Jorge A. Gonzalez
		 	Title:	 	Managing Director










 EXHIBIT A 
 LENDER CONSENT 
 This Lender Consent is given pursuant to the Credit Agreement, dated as of
February 14, 2006 (as previously amended and modified, the “Credit Agreement”; and as further amended by the Amendment (as hereinafter defined), the “Amended Credit Agreement”), by and among MORTON’S OF
CHICAGO, INC., an Illinois corporation, (the “Borrower”), MORTON’S RESTAURANT GROUP, INC., a Delaware corporation (the “Parent”), those Subsidiaries of the Parent identified as a
“Guarantor” on the signature pages hereto (together with the Parent, the “Guarantors”), the lenders and other financial institutions from time to time party thereto (the “Lenders”) and WACHOVIA BANK,
NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless
otherwise defined herein. 
 The undersigned hereby approves the Second Amendment to Credit Agreement (the “Amendment”),
dated as of October 9, 2007, by and among the Borrower, the Guarantors party thereto and the Administrative Agent and hereby authorizes the Administrative Agent to execute and deliver the Amendment on its behalf and, by its execution below, the
undersigned agrees to be bound by the terms and conditions of the Amendment and the Amended Credit Agreement. 
 Delivery of this Lender
Consent by telecopy shall be effective as an original. 
 A duly authorized officer of the undersigned has executed this Lender Consent as of
the     day of October, 2007. 
  

			
	                                       
                                        
         ,            

	as a Lender
		
	 By:
	 	 
	 Name:
	 	 
	 Title: