secondamendmenttocredita






                                                          EXECUTION VERSION                                                                CID #:  000016249                              SECOND AMENDMENT TO                THIRD AMENDED AND RESTATED CREDIT AGREEMENT          THIS  SECOND  AMENDMENT  TO  THIRD  AMENDED  AND  RESTATED  CREDIT  AGREEMENT   (this “Amendment”), dated as of May 13, 2020, is by and among DENNY’S, INC., a  Florida  corporation  (“Denny’s”  or  the  “Borrower”),  DENNY’S  CORPORATION,  a  Delaware  corporation (“Parent”), each of those Subsidiaries of Parent party hereto (Parent and such Subsidiaries,  each  a  “Guarantor”  and  collectively,  the  “Guarantors”), WELLS  FARGO  BANK,  NATIONAL  ASSOCIATION,  as  administrative  agent  on  behalf  of  the  Lenders  under  the  Credit  Agreement  (as  hereinafter defined) (in such capacity, the “Administrative Agent”), and the Lenders party hereto.                                            W I T N E S S E T H          WHEREAS,  the  Borrower,  the  Parent,  the  other  Guarantors,  certain  banks  and  financial  institutions from time to time party thereto (the “Lenders”) and the Administrative Agent are parties to  that certain Third Amended and Restated Credit Agreement dated as of October 26, 2017 (as amended,  modified,  extended,  restated,  replaced,  or  supplemented  from  time  to  time,  the  “Credit  Agreement”;  capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in  the Credit Agreement);           WHEREAS, the Loan Parties have requested that the Lenders make certain amendments to the  Credit Agreement as set forth herein; and                WHEREAS, the Lenders party hereto have agreed to amend the Credit Agreement, in each case,  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                      AMENDMENTS TO CREDIT AGREEMENT          1.1   Amendment  to  the  definition  of  “Applicable  Rate”.  The  definition  of  “Applicable  Rate” in Section 1.01 of the Credit Agreement is hereby amended by inserting the following new sentence  at the end thereof:                        Notwithstanding  the  foregoing,  from  the  Second  Amendment  Effective  Date  until  the        first Business Day immediately following the date a Compliance Certificate is delivered pursuant        to  Section  6.02(a)  for  the  fiscal  quarter  ending  of  the  Parent  on  or  about  June  30,  2021,  the        Applicable  Rate  shall  be equal to  (i)  3.00%  with  respect to  Eurodollar  Rate Loans,  (ii) 3.00%        with respect to standby Letter of Credit Fees, (iii) 3.00% with respect to commercial Letter of        Credit  Fees,  (iv)  2.00%  with  respect  to  Base  Rate  Loans  and  (v)  0.40%  with  respect  to  the        Commitment  Fee,  and  thereafter  the  Pricing  Tier  shall  be  determined  by  reference  to  the        Consolidated Leverage Ratio as of the last day of the most recently ended fiscal quarter of the        Parent as set forth in the Compliance Certificate delivered pursuant to Section 6.02(a) for such        fiscal quarter.                        1.2   Amendment to the definition of “Bail-In Action”.  The definition of “Bail-In Action”  in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:    CHAR1\1726095v7 





 






                       “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the        applicable Resolution Authority in respect of any liability of an Affected Financial Institution.                1.3   Amendment  to  the  definition  of  “Bail-In  Legislation”.  The  definition  of  “Bail-In  Legislation” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read  as follows:                      “Bail-In Legislation” means (a) with respect to any EEA Member Country implementing        Article  55  of  Directive  2014/59/EU  of  the  European  Parliament  and  of  the  Council  of  the        European  Union, the  implementing  law, regulation rule  or requirement  for  such  EEA  Member        Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with        respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended        from  time  to  time)  and  any  other  law,  regulation  or  rule  applicable  in  the  United  Kingdom        relating  to  the  resolution  of  unsound  or  failing  banks,  investment  firms  or  other  financial        institutions or their affiliates (other than through liquidation, administration or other insolvency        proceedings).                 1.4   Amendment to the definition of “Base Rate”.  The definition of “Base Rate” in Section  1.1 of the Credit Agreement is hereby amended by deleting the reference to “the Eurodollar Rate plus  1.00%” in clause (c) thereof and replacing it with the following:                      LIBOR for an Interest Period of one month plus 1.00% (provided that clause (c) shall not        be applicable during any period in which LIBOR is unavailable or unascertainable)                1.5   Amendment to  the  definition of  “Consolidated  Leverage Ratio”.  The  definition  of  “Consolidated Leverage Ratio” in Section 1.1 of the Credit Agreement is hereby amended by inserting the  following new sentence at the end thereof:                      Notwithstanding  the  foregoing,  for  purposes  of  calculating  the  Consolidated  Leverage        Ratio  to determine  compliance  with  Section  7.10(a) as  of  the  end  of  the  fiscal  quarters  of  the        Parent ending on or about March 31, 2021, June 30, 2021 and September 29, 2021, Consolidated        EBITDA included in clause (b) above shall be calculated as (x) in the case of the fiscal quarter        ending on or about March 31, 2021, actual Consolidated EBITDA for such fiscal quarter divided        by  21.2%,  (y)  in  the  case  of  the  fiscal  quarter  ending  on  or  about  June  30,  2021,  actual        Consolidated EBITDA for the period of two (2) consecutive fiscal quarters then ending divided        by 48.1%, and (z) in the case of the fiscal quarter ending on or about September 29, 2021, actual        Consolidated EBITDA for the period of three (3) consecutive fiscal quarters then ending divided        by 73.6%.                      1.6   Amendment  to  the  definition  of  “Eurodollar  Rate”.  The  definition  of  “Eurodollar  Rate” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as  follows:                      “Eurodollar  Rate”  means  a  rate  per  annum  determined  by  the  Administrative  Agent        pursuant to the following formula:                Eurodollar Rate =                   LIBOR                                         1.00-Eurodollar Reserve Percentage    CHAR1\1726095v7                       2





 






         1.7   Amendment  to  the  definition  of  “Eurodollar  Rate  Loan”.  The  definition  of  “Eurodollar Rate Loan” in Section 1.01 of the Credit Agreement is hereby amended and restated in its  entirety to read as follows:                      “Eurodollar Rate Loan” means a Loan that bears interest at a rate based on clause (a) of        the definition of “LIBOR”.                      1.8   Amendment  to  the  definition  of  “Write-Down  and  Conversion  Powers”.  The  definition of “Write-Down and Conversion Powers” in Section 1.01 of the Credit Agreement is hereby  amended and restated in its entirety to read as follows:                            “Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution        Authority, the write-down and conversion powers of such EEA Resolution Authority from time to        time under the Bail-In Legislation for the applicable EEA Member Country, which write-down        and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect        to  the  United  Kingdom,  any  powers  of  the  applicable  Resolution  Authority  under  the  Bail-In        Legislation  to  cancel,  reduce,  modify  or  change  the  form  of  a  liability  of  any  UK  Financial        Institution or any contract or instrument under which that liability arises, to convert all or part of        that liability into shares, securities or obligations of that person or any other person, to provide        that any such contract or instrument is to have effect as if a right had been exercised under it or to        suspend  any  obligation  in  respect  of  that  liability  or  any  of  the  powers  under  that  Bail-In        Legislation that are related to or ancillary to any of those powers.                1.9   Amendment to Section 1.01.  Section 1.01 of the Credit Agreement is hereby amended  by inserting the following definitions in the appropriate alphabetical order therein:                      “Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK        Financial Institution.                “Consolidated  Cash  on  Hand”  means, as  of  any  date  of  determination,  the  sum  of  the        amount  of  cash  and  Permitted  Investments  of  the  Loan  Parties  and  their  Subsidiaries  on  a        consolidated basis (it being understood that such amount shall exclude in any event any cash and        Permitted  Investments  identified  as  “restricted”  on  the  balance  sheets  of  the  Parent  and  its        Subsidiaries (other than cash or Permitted Investments restricted in favor of the Administrative        Agent) or otherwise subject to a security interest in favor of any other Person (other than security        interests under the Loan Documents)).               “LIBOR” means:               (a)   for any interest rate calculation with respect to a Eurodollar Rate Loan, the rate        of interest per annum determined on the basis of the rate for deposits in Dollars for a period equal        to the applicable Interest Period as published by the ICE Benchmark Administration Limited, a        United  Kingdom  company,  or  a  comparable  or  successor  quoting  service  approved  by  the        Administrative Agent, at approximately 11:00 a.m. (London time) two (2) London Banking Days        prior  to  the  first  day  of  the  applicable  Interest  Period.   If,  for  any  reason,  such  rate  is  not  so        published then “LIBOR” shall be determined by the Administrative Agent to be the arithmetic        average of the rate per annum at which deposits in Dollars would be offered by first class banks        in  the  London  interbank  market  to  the  Administrative  Agent  at  approximately  11:00  a.m.        (London  time)  two  (2)  London  Banking  Days  prior  to  the  first  day  of  the  applicable  Interest        Period for a period equal to such Interest Period, and    CHAR1\1726095v7                       3





 






               (b)   for  any  interest  rate  calculation  with  respect  to  a  Base  Rate  Loan,  the  rate  of        interest  per  annum  determined  on  the  basis  of  the  rate  for  deposits  in  Dollars  for  an  Interest        Period  equal  to one  month  (commencing on the  date  of  determination of such interest  rate)  as        published  by  ICE  Benchmark  Administration  Limited,  a  United  Kingdom  company,  or  a        comparable or successor quoting service approved by the Administrative Agent, at approximately        11:00 a.m. (London time) on such date of determination, or, if such date is not a Business Day,        then the immediately preceding Business Day.  If, for any reason, such rate is not so published        then “LIBOR” for such Base Rate Loan shall be determined by the Administrative Agent to be        the arithmetic average of the rate per annum at which deposits in Dollars would be offered by        first class banks in the London interbank market to the Administrative Agent at approximately        11:00  a.m.  (London  time)  on  such  date  of  determination  for  a  period  equal  to  one  month        commencing on such date of determination.               Each calculation by the Administrative Agent of LIBOR shall be conclusive and binding        for all purposes, absent manifest error.  Notwithstanding the foregoing, in no event shall LIBOR        be less than 0%.               “Liquidity” means, as of any date of determination, an amount equal to the sum of (a) the        aggregate  borrowing  availability  under  the  Revolving  Credit  Facility  as  of  such  date  plus  (b)        Consolidated Cash on Hand as of such date.                “Resolution Authority” means an EEA Resolution Authority or, with respect to any UK        Financial Institution, a UK Resolution Authority.               “Second Amendment Effective Date” means May 13, 2020.               “UK Financial Institution” means any BRRD Undertaking (as such term is defined under        the  PRA  Rulebook  (as  amended  form  time  to  time)  promulgated  by  the  United  Kingdom        Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook        (as  amended  from  time  to  time)  promulgated  by  the  United  Kingdom  Financial  Conduct        Authority, which includes certain credit institutions and investment firms, and certain affiliates of        such credit institutions or investment firms.               “UK  Resolution  Authority”  means  the  Bank  of  England  or  any  other  public        administrative authority having responsibility for the resolution of any UK Financial Institution.          1.10  Amendment  to  Article  I.  Article  I  of  the  Credit  Agreement  is  hereby  amended  by  inserting the following new Section 1.08 at the end thereof:                      1.08  Divisions.  For all purposes under the Loan Documents, in connection with any        division  or  plan  of  division  under  Delaware  law  (or  any  comparable  event  under  a  different        jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset,        right, obligation or liability of a different Person, then it shall be deemed to have been transferred        from  the  original  Person  to  the  subsequent  Person,  and  (b)  if  any  new  Person  comes  into        existence,  such  new  Person  shall  be  deemed  to  have  been  organized  on  the  first  date  of  its        existence by the holders of its Equity Interests at such time.          1.11  Amendment  to  Section  2.15(a)(iv).   The  last  sentence  in  Section  2.15(a)(iv)  of  the  Credit Agreement is hereby amended and restated in its entirety to read as follows:            CHAR1\1726095v7                       4





 






               Subject to Section 10.22, no reallocation hereunder shall constitute a waiver or release of        any claim of any party hereunder against a Defaulting Lender arising from that Lender having        become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such        Non-Defaulting Lender’s increased exposure following such reallocation.                1.12  Amendment  to  Section  5.05(c).   Section  5.05(c)  of  the  Credit  Agreement  is  hereby  amended by inserting the following proviso at the end thereof:                                       ; provided that, for purposes of this Section 5.05(c), only from the Second Amendment        Effective  Date  until  the  date  in  which  the  Loan  Parties  are  required  to  deliver  the  financial        statements and Compliance Certificate for the fiscal quarter of the Parent ending on or about June        30, 2021 pursuant to Section 6.01(b) and Section 6.02(a) respectively, the impacts of the COVID-       19  pandemic  on  the  business,  assets,  operations,  properties,  condition  (financial  or  otherwise),        liabilities  or  material  agreements  of  Parent  and  its  Subsidiaries  that  (x)  occurred  prior  to  the        Second Amendment Effective Date and (y) were disclosed in writing to the Administrative Agent        and  the  Lenders  prior  to  the  Second  Amendment  Effective  Date  shall  be  disregarded  (to  the        extent the scope of such impacts are not greater than so disclosed).         1.13  Amendment to Section 5.23.  Section 5.23 of the Credit Agreement is hereby amended  and restated in its entirety to read as follows:                      Section 5.23  Affected Financial Institutions.  No Loan Party is an Affected Financial        Institution.                1.14  Amendment to Section 6.01.  Section 6.01 of the Credit Agreement is hereby amended  by  deleting  the  text  “and”  appearing  at  the  end  of  paragraph  (b)  thereof,  replacing  “.”  at  the  end  of  paragraph (c) thereof with the text “; and”, and inserting the following new clause (d) at the end thereof:                          (d)    Monthly Reports.                           (i)  From  the  Second  Amendment  Effective  Date  through  March  31,  2021,  as  soon  as       practicable and in any event within eight (8) Business Days after the end of each fiscal month, (x)       a summary of same-store sales for such month and (y) a report of restaurant closures and openings       for such month, in each case, for the restaurants of (A) the Loan Parties and their Subsidiaries and       (B)  franchisees  of  the  Loan  Parties,  in  form  and  detail  consistent  with  in  the  customary  public       filings of the Parent; and                           (ii)  from  the  Second  Amendment  Effective  Date  through  May  26,  2021,  as  soon  as       practicable and in any event within eight (8) Business Days after the end of each fiscal month, a       calculation of Liquidity and demonstrating compliance with Section 7.10(c) as of the end of such       month, in form and detail reasonably acceptable to the Administrative Agent.                     1.15  Amendment to Section 7.03.  Section 7.03 of the Credit Agreement is hereby amended  by inserting the following proviso at the end thereof:                      ; provided further that no Investments shall be permitted to be made under clauses (d)        (other  than  Investments  resulting  from  any  Restricted  Payments  made  pursuant  to        Section 7.05(a)(i)), (f) (other than Investments in an aggregate amount not to exceed $250,000),        (g), (h) and (i) of this Section 7.03 during the period commencing on the Second Amendment        Effective  Date  ending  on  date  in  which  the  Loan  Parties  demonstrate  compliance  with  the        financial covenants set forth in Section 7.10 for the fiscal quarter of the Parent ending on or about   CHAR1\1726095v7                       5





 






         June 30, 2021 as determined based on the Compliance Certificate provided by the Loan Parties        pursuant  to  Section 6.02(a)  for  such  fiscal  quarter  (other  than  Investments  consisting  of        Guarantees  by  any  Loan  Party  of  obligations  (including,  without  limitation,  Operating  Lease        obligations and Capital Lease Obligations) of franchisees or licensees or the Purchasing Coop (to        the extent the Purchasing Coop is acting on behalf of franchisees or licensees), consistent with        past practices and on usual and customary terms for transactions of this type, in an amount not to        exceed $10,000,000 for the Loan Parties and their Subsidiaries during such period).                     1.16  Amendment  to  Section  7.05(a).  Section  7.05(a)  of  the  Credit  Agreement  is  hereby  amended by inserting the following proviso at the end thereof:                      ;  provided  further  that  no  Restricted  Payments  shall  be  permitted  to  be  made  under        clauses  (ii), (iii)  and  (iv)  of  this  Section  7.05(a)  during  the  period  commencing on the  Second        Amendment  Effective  Date  ending  on  date  in  which  the  Loan  Parties  demonstrate  compliance        with the financial covenants set forth in Section 7.10 for the fiscal quarter of the Parent ending on        or about June 30, 2021 as determined based on the Compliance Certificate provided by the Loan        Parties pursuant to Section 6.02(a) for such fiscal quarter.                     1.17  Amendment  to  Section  7.10(a).  Section  7.10(a)  of  the  Credit  Agreement  is  hereby  amended and restated in its entirety to read as follows:                           (a)   Consolidated Leverage Ratio.  As of the last day of (i) the fiscal quarter ending        on or about March 31, 2021, permit the Consolidated Leverage Ratio to be greater than 4.50 to        1.00, (ii) the fiscal quarter ending on or about June 30, 2021, permit the Consolidated Leverage        Ratio to be greater than 4.25 to 1.00 and (iii) the fiscal quarter ending on or about September 29,        2021  and  each  other  fiscal  quarter,  permit  the  Consolidated  Leverage  Ratio  to  be  greater  than        4.00  to  1.00,  in  each  case,  for  the  respective  Measurement  Period.   Notwithstanding  the        foregoing,  the  covenant  in  this  Section  7.10(a)  shall  not  be  tested  as  of  the  end  of  the  fiscal        quarters  ending  on  or  about  June  24,  2020,  September  23,  2020  and  December  30,  2020  (but        otherwise  shall  be  deemed  to  be  in  effect  with  respect  to  each  such  fiscal  quarter  end  for  all        provisions under this Agreement and the other Loan Documents that refer to compliance or pro        forma compliance with Section 7.10).         1.18  Amendment  to  Section  7.10(b).  Section  7.10(b)  of  the  Credit  Agreement  is  hereby  amended and restated in its entirety to read as follows:                            (b)   Consolidated  Fixed  Charge  Coverage  Ratio.   As  of  the  last  day  of  any  fiscal        quarter, permit the Consolidated Fixed Charge Coverage Ratio for the applicable Measurement        Period  to  be  less  than  1.50  to  1.00.   Notwithstanding  the  foregoing,  (i)  the  covenant  in  this        Section 7.10(b) shall not be tested as of the end of the fiscal quarters ending on or about June 24,        2020, September 23, 2020 and December 30, 2020 (but otherwise shall be deemed to be in effect        with respect to each such fiscal quarter end for all provisions under this Agreement and the other        Loan Documents that refer to compliance or pro forma compliance with Section 7.10), (ii) for the        Fiscal  Quarter  ending  on  or  about  March  31,  2021,  the  Consolidated  Fixed  Charge  Coverage        Ratio shall be determined for only the single fiscal quarter of the Parent then ended (rather than        the  period  of  four  (4)  consecutive  fiscal  quarters  of  the  Parent  then  ended),  (iii)  for  the  fiscal        quarter ending on or about June 30, 2021, the Consolidated Fixed Charge Coverage Ratio shall be        determined for only the period of the two (2) consecutive fiscal quarters of the Parent then ended        (rather than the period of four (4) consecutive fiscal quarters of the Parent then ended) and (iv)        for  the  fiscal  quarter  ending  on  or  about  September  29,  2021,  the  Consolidated  Fixed  Charge        Coverage Ratio shall be determined for only the period of the three (3) consecutive fiscal quarters   CHAR1\1726095v7                       6





 






         of  the  Parent  then  ended  (rather  than  the  period  of  four  (4)  consecutive  fiscal  quarters  of  the        Parent then ended).         1.19  Amendment to Section 7.10.  Section 7.10 of the Credit Agreement is hereby amended  by inserting the following new clause (c) at the end thereof:                          (c)    Minimum Liquidity.  As of the last day of any fiscal month ending during the       period  commencing  on  the  Second  Amendment  Effective  Date  and  ending  on  May  26,  2021,       permit Liquidity to be less than the corresponding amount specified below for such fiscal month:                                                                           Period                       Minimum Liquidity               Second Amendment Effective Date through       $60,000,000                        September 23, 2020               September 24, 2020 through November 18,       $65,000,000                              2020                November 19, 2020 through May 26, 2021       $70,000,000                     1.20  Amendment to Article VII.  Article VII of the Credit Agreement is hereby amended by  inserting the following new Section 7.19 at the end thereof:                      Section 7.19  Consolidated  Capital  Expenditures.  During  the  period  commencing        on  the  Second  Amendment  Effecting  Date  and  ending  on  March  31,  2021,  make  any        Consolidated Capital Expenditures in an amount that exceeds $10,000,000 in the aggregate for        the  Loan  Parties  and  their  Subsidiaries  during  such  period  (provided  that  any  exchange  of        property permitted under Section 7.04(c) shall not otherwise be restricted by this Section 7.19).          1.21  Amendment  to  Section  10.22.   Section  10.22  of  the  Credit  Agreement  is  hereby  amended and restated in its entirety to read as follows:                            10.22  Acknowledgement and Consent to Bail-In of Affected Financial Institutions.         Solely to the extent any Lender or L/C Issuer that is an Affected Financial Institution is a party to        this Agreement and notwithstanding anything to the contrary in any Loan Document or in any        other  agreement,  arrangement  or  understanding  among  any  such  parties,  each  party  hereto        acknowledges  that  any  liability  of  any  Lender  or  L/C  Issuer  that  is  an  Affected  Financial        Institution arising under any Loan Document, to the extent such liability is unsecured, may be        subject  to the  Write-Down  and  Conversion  Powers  of  the  applicable Resolution  Authority  and        agrees and consents to, and acknowledges and agrees to be bound by:                            (a)   the  application  of  any  Write-Down  and  Conversion  Powers  by  the  applicable        Resolution Authority to any such liabilities arising hereunder which may be payable to it by any        party hereto that is an Affected Financial Institution; and                            (b)   the effects of any Bail-In Action on any such liability, including, if applicable:                                  (i)   a reduction in full or in part or cancellation of any such liability;                                        (ii)  a  conversion  of  all,  or  a  portion  of,  such  liability  into  shares  or  other              instruments of ownership in such Affected Financial Institution, its parent undertaking, or              a bridge institution that may be issued to it or otherwise conferred on it, and that such              shares or other instruments of ownership will be accepted by it in lieu of any rights with              respect to any such liability under this Agreement or any other Loan Document; or   CHAR1\1726095v7                       7





 






                                         (iii)  the variation of the terms of such liability in connection with the exercise              of the Write-Down and Conversion Powers of the applicable Resolution Authority.                1.22  Amendment  to  Article  X.   Article  X  of  the  Credit  Agreement  is  hereby  amended  by  inserting the following new Section 10.23 after Section 10.22 as follows:                      10.23 Acknowledgement  Regarding Any  Supported QFCs.   To  the extent  that the        Loan  Documents  provide support,  through  a  guarantee  or otherwise, for  Hedge  Agreements  or        any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and, each        such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the        resolution power of the FDIC under the Federal Deposit Insurance Act and Title II of the Dodd-       Frank  Wall  Street  Reform  and  Consumer  Protection  Act  (together  with  the  regulations        promulgated  thereunder,  the  “U.S.  Special  Resolution  Regimes”)  in  respect of  such  Supported        QFC  and  QFC  Credit  Support  (with  the  provisions  below  applicable  notwithstanding  that  the        Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the        State of New York and/or of the United States or any other state of the United States):                (a)   In the event a Covered Entity that is party to a Supported QFC (each, a “Covered        Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of        such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation        in  or  under  such  Supported  QFC  and  such  QFC  Credit  Support,  and  any  rights  in  property        securing  such  Supported  QFC  or  such  QFC  Credit  Support)  from  such  Covered  Party  will  be        effective to the same extent as the transfer would be effective under the U.S. Special Resolution        Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation        and rights in property) were governed by the laws of the United States or a state of the United        States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject        to  a  proceeding  under  a  U.S.  Special  Resolution  Regime,  Default  Rights  under  the  Loan        Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that        may be exercised against such Covered Party are permitted to be exercised to no greater extent        than  such  Default  Rights  could  be  exercised  under  the  U.S.  Special  Resolution  Regime  if  the        Supported QFC and the Loan Documents were governed by the laws of the United States or a        state of the United States. Without limitation of the foregoing, it is understood and agreed that        rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the        rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.           (b)   As used in this Section 10.23, the following terms have the following meanings:               “BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and        interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.              “Covered Entity” means any of the following:               (i)   a “covered entity” as that term is defined in, and interpreted in accordance with,                    12 C.F.R. § 252.82(b);               (ii)  a “covered bank” as that term is defined in, and interpreted in accordance with,                    12 C.F.R. § 47.3(b); or               (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12                    C.F.R. § 382.2(b).   CHAR1\1726095v7                       8





 






               “Default Right” has the meaning assigned to that term in, and shall be interpreted in        accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.               “QFC” has the meaning assigned to the term “qualified financial contract” in, and shall        be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).                                                                                                                     ARTICLE II                                LIMITED WAIVER                                                 2.1    Limited Waiver.  Effective as of the Second Amendment Effective Date, and subject to  the terms and conditions set forth herein and in reliance upon the representations and warranties set forth  herein, each Lender party hereto hereby waives compliance by the Loan Parties with Section 7.10 of the  Credit  Agreement,  solely  for  the  fiscal  quarters  of  the  Parent  ending  on  or  about  June  24,  2020,  September 23, 2020 and December 30, 2020 (and for this purpose such waiver shall be interpreted as if  the Loan Parties were not required to comply with Section 7.10 of the Credit Agreement for the fiscal  quarters of the Parent ending on or about June 24, 2020, September 23, 2020 and December 30, 2020).   The foregoing waiver is a one-time waiver and applies only to the specified circumstances and does not  modify  or  otherwise  affect  the  Loan  Parties’  obligations  to  comply  with such provisions  of the  Credit  Agreement or any other provision of the Loan Documents in any other instance.  The foregoing limited  waiver shall  not  be  deemed  or  otherwise  construed  to  constitute a  waiver  of any  other provision or to  prejudice any right, power or remedy which the Administrative Agent or any Lender may not have or may  have in the future under or in connection with the Credit Agreement or any other Loan Document, all of  which rights, powers and remedies are hereby expressly reserved by the Administrative Agent and the  Lenders.  The agreements and consents set forth in this Section 2 are limited to the extent specifically set  forth  above  and  no  other  terms,  covenants  or  provisions  of  the  Credit  Agreement  or  the  other  Loan  Documents are intended to be affected hereby.                                                                            ARTICLE III                                   CONDITIONS                                                 3.1   Closing Conditions.  This Amendment shall be deemed effective as of the date set forth  above (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  Loan Parties, the  Administrative  Agent and the        Required Lenders.                (b)   Fees  and  Out  of  Pocket  Costs.   The  Administrative  Agent  shall  have  received        amendment fees for the account of each Lender consenting to this Amendment and the Borrower        shall have paid any and all reasonable out-of-pocket costs incurred by the Administrative Agent        (including  the  fees  and  expenses  Moore  &  Van  Allen  PLLC  as  legal  counsel  to  the        Administrative Agent) and all other fees and amounts required to be paid to the Administrative        Agent, in each case in connection with the negotiation, preparation, execution and delivery of this        Amendment.        CHAR1\1726095v7                       9





 






                                    ARTICLE IV                                MISCELLANEOUS                                                 4.1   Amended Terms.  On and after the date hereof, all references to the Credit Agreement in  each of the Loan 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.          4.2   Representations  and  Warranties  of  the  Loan  Parties.   Each  of  the  Loan  Parties  represents and warrants as follows:                      (a)   Each Loan Party has all requisite power and authority and has taken all necessary        corporate  and  other  action  to  authorize  the  execution,  delivery  and  performance  of  this        Amendment in accordance with its terms.                  (b)   This Amendment has been duly executed and delivered by the duly authorized        officers  of  each  Loan  Party  that  is  a  party  hereto  and  constitutes  a  legal,  valid  and  binding        obligation  of  each  Loan  Party,  enforceable  against  each  Loan  Party  that  is  party  thereto  in        accordance with its terms.                (c)   No approval, consent, exemption, authorization, or other action by, or notice to,        or filing with, any Governmental Authority or any other Person is necessary or required for the        execution, delivery, performance, validity or enforceability of this Amendment.                (d)   The representations and warranties set forth in Article V of the Credit Agreement        and in any other Loan Document (as amended hereby) are true and correct in all material respects        as of the date hereof (except for (i) those which expressly relate to an earlier date, which shall be        true  and  correct  in  all  material  respects  as  of  such  earlier  date, (ii)  those  that  are  qualified  by        materiality or reference to Material Adverse Effect, which are true and correct in all respects and        (iii) those contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most        recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01        of the Credit Agreement).                            (e)   No event has occurred and is continuing which constitutes a Default or an Event        of Default.                (f)   The Collateral 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  Collateral        Documents and prior to all Liens other than Permitted Liens.                            (g)   Each  Guarantor  affirms  all  of  its  obligations  under  the  Loan  Documents  and        agrees that this Amendment and all documents executed in connection herewith do not operate to        reduce or discharge its obligations under the Credit Agreement or the other Loan Documents.                (h)   The  Obligations  of  the  Loan  Parties  are  not  reduced  or  modified  by  this        Amendment and are not subject to any offsets, defenses or counterclaims.          4.3   Reaffirmation of Obligations.  Each Loan Party hereby ratifies the Credit Agreement  and each other Loan Document to which it is a party and acknowledges and reaffirms (a) that it is bound  by all terms of the Credit Agreement and each other Loan Document to which it is a party applicable to it   CHAR1\1726095v7                       10





 






   and (b) that it is responsible for the observance and full performance of its respective obligations under  the Loan Documents.          4.4   Release.  The Borrower and each of the other Loan Parties hereby releases and forever  discharges  the  Administrative  Agent,  each  Lender,  the  L/C  Issuer  and  their  respective  predecessors,  successors,  assigns,  attorneys  and  Related  Parties  (each  and  every  of  the  foregoing,  a  “Lender  Party”)  from any and all claims, counterclaims, demands, damages, debts, suits, liabilities, actions and causes of  action of any nature whatsoever, in each case to the extent arising in connection with any of the Loan  Documents  through  the  date  hereof,  whether  arising  at  law  or  in  equity,  whether  known  or  unknown,  whether liability be direct or indirect, liquidated or unliquidated, whether absolute or contingent, foreseen  or unforeseen, and whether or not heretofore asserted, which any Loan Party may have or claim to have  against any Lender Party.                4.5   Loan Document.  This Amendment shall constitute a Loan Document under the terms of  the Credit Agreement.          4.6   Expenses.   The  Borrower  agrees  to  pay  all  reasonable  costs  and  expenses  of  Administrative  Agent  in  connection  with  the  preparation,  execution  and  delivery  of  this  Amendment,  including  without  limitation  the  reasonable  fees  and  expenses  of  the  Administrative  Agent’s  legal  counsel.                4.7  Entirety.  This Amendment and the other Loan Documents embody the entire agreement  among the parties hereto and supersede all prior agreements and understandings, oral or written, if any,  relating to the subject matter hereof.          4.8   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  or  other  electronic  means  shall  be  as  delivery  of  a  manually  executed  counterpart  of  this  Amendment.          4.9  GOVERNING  LAW.  THIS  AMENDMENT  SHALL  BE  GOVERNED  BY,  AND  SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE  STATE OF NEW YORK.          4.10  Successors  and  Assigns.   This  Amendment  shall  be  binding  upon  and  inure  to  the  benefit of the parties hereto and their respective permitted successors and assigns.          4.11  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 10.14 and 10.15 of the Credit  Agreement are hereby incorporated by reference, mutatis mutandis.                                                                               [Signature pages to follow]      CHAR1\1726095v7                       11





 












 












 












 






CITIZENS BANK, N.A.     By:        ______________________________________ ____ __ __ __ __ __ ____     Name:  Aaron MuccinoMuccino Title:     AVP                                DENNY’S, INC.                       SECOND AMENDMENT TO      THIRD AMENDED AND RESTATED CREDIT AGREEMENT 





 












 






                FIFTH THIRD BANK, NATIONAL  ASSOCIATION   By:        ___________________________________       Name:   Greg McGinley  Title:     Authorized Signatory                                   DENNY’S, INC.                        SECOND AMENDMENT TO      THIRD AMENDED AND RESTATED CREDIT AGREEMENT 





 






                BANK OF THE WEST    By:        ___________________________________    Name: James Gibson  Title:    Director                                 DENNY’S, INC.                        SECOND AMENDMENT TO      THIRD AMENDED AND RESTATED CREDIT AGREEMENT 





 












 






MUFG UNION BANK, N.A.                                  By:        ___________________________________       Name:    Christine Howatt  Title:      Authorized Signatory                                                                 DENNY’S, INC.                        SECOND AMENDMENT TO      THIRD AMENDED AND RESTATED CREDIT AGREEMENT