First Amendment to Credit Agreement



 Exhibit 10.16 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this
“Amendment”), dated as of June 1, 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 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 certain amendments to the Credit Agreement as described herein; and 
 WHEREAS, the Administrative Agent (on behalf of the Required Lenders) is willing to make such amendments 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 Quarterly Financial Statements. Section 5.1(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
 “(b) Quarterly Financial Statements. As soon as available, and in any event no later than the earlier of (i) the date the
Parent is required by the SEC to deliver its Form 10-Q for any fiscal quarter of the Parent (taking into account any extension of the time to file by the SEC) and (ii) sixty days after the end of each of the fiscal quarters of the Parent, a
company-prepared consolidated balance sheet of the Parent and its consolidated Subsidiaries as at the end of such period and related company-prepared consolidated statements of income and retained earnings and cash flows for the Parent and its
consolidated Subsidiaries for such quarterly period and for the portion of the fiscal year ending with such period, in each case setting forth in comparative form consolidated figures for the corresponding period or periods of the preceding fiscal
year (subject to normal recurring year-end audit adjustments) and including management discussion and analysis of operating results inclusive of operating metrics in comparative form; and” 







 1.2 Maximum Consolidated Capital Expenditures. The table in
Section 5.9(c) of the Credit Agreement setting forth the maximum amount of Consolidated Capital Expenditures of the Parent and its Subsidiaries is hereby deleted in its entirety and replaced with the following: 
  

					
	 “Fiscal Year Ending
	  	Amount	 
	 December 31, 2006
	  	$	33,500,000	 
	 December 30, 2007
	  	$	32,500,000	 
	 December 28, 2008
	  	$	35,000,000	 
	 January 3, 2010
	  	$	40,000,000	 
	 January 2, 2011
	  	$	30,000,000	 
	 January 1, 2012
	  	$	30,000,000	”

 ARTICLE II 
 CONDITIONS TO EFFECTIVENESS 
 2.1 Closing Conditions. 
 This Amendment shall become effective as of the date hereof (the “First 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). 
  

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 (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 true and correct 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. 
 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


  

 FIRST AMENDMENT TO CREDIT AGREEMENT 









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

		
		 	 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


  

 FIRST AMENDMENT TO CREDIT AGREEMENT 









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

		
		 	 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


  

 FIRST AMENDMENT TO CREDIT AGREEMENT 









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

		
		 	 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


  

 FIRST AMENDMENT TO CREDIT AGREEMENT 









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

		
		 	 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


  

 FIRST AMENDMENT TO CREDIT AGREEMENT 









					
		 	BERTOLINI’S AT VILLAGE SQUARE, INC.,
		 	a Delaware corporation
			
		 	By:	 	/s/    RONALD M. DINELLA        

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

  

 FIRST AMENDMENT TO CREDIT AGREEMENT 









					
	 ADMINISTRATIVE AGENT:
	 	WACHOVIA BANK,
		 	NATIONAL ASSOCIATION,
		 	as Administrative Agent
		 	and of behalf of the Required Lenders
			
		 	By:	 	/s/    DENIS WALTRICH         
		 	Name:	 	Denis Waltrich
		 	Title:	 	Vice President










 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 First Amendment to Credit Agreement (the “Amendment”),
dated as of June 1, 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 June, 2007. 
  

			
	                                      
                                        
     ,                
	as a Lender
		
	By:	 	 
	 Name: 
	 	 
	 Title: