Amendment Number Seven to Credit Agreement



 EXHIBIT 10.2 
 AMENDMENT NUMBER SEVEN TO CREDIT AGREEMENT 
 This AMENDMENT NUMBER SEVEN TO CREDIT AGREEMENT
(this “Amendment”) is entered into as of October 1, 2006, by the lenders identified on the signature pages hereof (the “Lenders”), WELLS FARGO FOOTHILL, INC., a California corporation, as the
arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns, if any, in such capacity, “Agent”; and together with the Lenders, the “Lender Group”), BUCA,
INC., a Minnesota corporation (“Parent”), and each of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a
“Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), with reference to the following: 
 WHEREAS, Borrowers and the Lender Group are parties to that certain Credit Agreement, dated as of November 15, 2004 (as amended, restated, supplemented, or otherwise modified from time to time, the
“Credit Agreement”); 
 WHEREAS, Borrowers have requested that the Lender Group agree to certain amendments to the
Credit Agreement, as set forth herein; and 
 WHEREAS, subject to the terms and conditions set forth herein, the Lender Group is
willing to make the amendments requested by Borrowers, as set forth herein. 
 NOW, THEREFORE, in consideration of the foregoing and
the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 
  

	1.	Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement, as amended hereby.


  

	2.	Amendment to Credit Agreement. Schedule 1.1 of the Credit Agreement is hereby amended by amending and restating the definition of “Borrowing Base” in its
entirety as follows: 

 “Borrowing Base” means, as of any date of determination, the result of: 
 (a) the lesser of 
 (i) the
product of the EBITDA Multiplier on such date times TTM EBITDA for the most recently ended 12 consecutive monthly periods for which financial statements have been delivered pursuant to Section 5.3, and 
 (ii) (A) if before the Revolver Increase Date, 35% of the most recently determined Enterprise Value and (B) if on or after the
Revolver Increase Date, 45% of the most recently determined Enterprise Value; 







 minus 
 (b) the sum of (i) the Bank Product Reserve, and (ii) the aggregate amount of reserves, if any, established by Agent under Section 2.1(b). 
  

	3.	Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of this Amendment and each and every
provision hereof: 

  

	 	(a)	Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect. 

  

	 	(b)	Agent shall have received a reaffirmation and consent substantially in the form attached hereto as Exhibit A, duly executed and delivered by each Guarantor.


  

	 	(c)	Agent shall have received an amendment to the Security Agreement, dated as of November 15, 2004 among Borrowers, Guarantors, and the Agent, substantially in the form attached
hereto as Exhibit B. 

  

	 	(d)	The representations and warranties herein and in the Credit Agreement, as amended hereby, and the other Loan Documents shall be true and correct in all material respects on and as
of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). 

  

	 	(e)	No Default or Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein.


  

	 	(f)	No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been
issued and remain in force as of the date hereof by any Governmental Authority against any Borrower, any Guarantor, Agent, or any Lender. 

  

	4.	Release. Each Borrower hereby waives, releases, remises and forever discharges each member of the Lender Group, each of their respective Affiliates, and each of their
respective officers, directors, employees, and agents (collectively, the “Releasees”), from any and all claims, demands, obligations, liabilities, causes of action, damages, losses, costs and expenses of any kind or character, known
or unknown, past or present, liquidated or unliquidated, suspected or unsuspected, which any Borrower ever had from the beginning of the world, or now has against any such Releasee which relates, directly or indirectly, to the Credit Agreement or
any other Loan Document, or to any acts or omissions of any such Releasee with respect to the Credit Agreement or any other Loan 

  

 2 








 Document, or to the lender-borrower relationship evidenced by the Loan Documents. As to each and every
claim released hereunder, each Borrower hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, each Borrower specifically waives the benefit of the provisions of
Section 1542 of the Civil Code of California which provides as follows: 
 “A GENERAL RELEASE DOES NOT EXTEND TO
CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” 
 As to each and every claim released hereunder, each Borrower also waives the benefit of each other similar provision of applicable federal
or state law (including without limitation the laws of the state of New York), if any, pertaining to general releases after having been advised by its legal counsel with respect thereto. 
  

	5.	Costs and Expenses. Borrowers agree to pay all reasonable out-of-pocket costs and expenses of each member of the Lender Group (including, without limitation, the reasonable
fees and disbursements of outside counsel to each member of the Lender Group) in connection with the preparation, execution and delivery of this Amendment and all agreements and documents executed in connection herewith and the review of all
documents incidental thereto. 

  

	6.	Representations and Warranties. Each Borrower represents and warrants to the Lender Group that (a) the execution, delivery, and performance of this Amendment and the
Credit Agreement, as amended hereby, (i) are within its corporate or limited partnership powers, (ii) have been duly authorized by all necessary corporate or limited partnership action on its part, and (iii) are not in contravention
of any law, rule, or regulation applicable to it, or any order, judgment, decree, writ, injunction, or award of any arbitrator, court, or Governmental Authority binding on it, or of the terms of its Governing Documents, or of any material contract
or undertaking to which it is a party or by which any of its properties may be bound or affected; (b) each of this Amendment and the Credit Agreement, as amended hereby, are legal, valid and binding obligations of each Borrower, enforceable
against each Borrower in accordance with their respective terms (except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors rights
generally); and (c) no Default or Event of Default has occurred and is continuing on the date hereof. 

  

	7.	Choice of Law. The validity of this Amendment, its construction, interpretation and enforcement, and the rights of the parties hereunder shall be determined under, governed
by, and construed in accordance with the laws of the State of New York. 

  

	8.	Counterpart Execution. This Amendment may be executed in any number of counterparts, all of which when taken together shall constitute one and the same instrument, and any of
the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed counterpart of this Amendment by 

  

 3 








 telefacsimile or electronic mail shall be equally as effective as delivery of an original executed
counterpart of this Amendment. Any party delivering an executed counterpart of Amendment by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Amendment, but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability, and binding effect of this Amendment. 
  

	9.	Effect on Loan Documents. 

  

	 	(a)	The Credit Agreement and each of the other Loan Documents, as amended, modified or waived hereby, shall be and remain in full force and effect in accordance with their respective
terms and hereby are ratified and confirmed in all respects. The execution, delivery, and performance of this Amendment shall not operate, except as expressly set forth herein, as a modification or waiver of any right, power, or remedy of Agent or
any Lender under the Credit Agreement or any other Loan Document. The waivers, consents, and modifications herein are limited to the specifics hereof, shall not apply with respect to any facts or occurrences other than those on which the same are
based, shall not excuse future non-compliance with the Loan Documents, and shall not operate as a consent to any further or other matter under the Loan Documents. 

  

	 	(b)	Upon and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “herein”,
“hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “therein”, “thereof” or words of like
import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified and amended hereby. 

  

	 	(c)	To the extent that any terms and conditions in any of the Loan Documents shall contradict or be in conflict with any terms or conditions of the Credit Agreement, after giving effect
to this Amendment, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Credit Agreement as modified or amended hereby. 

  

	 	(d)	This Amendment is a Loan Document. 

  

	10.	Entire Agreement. This Amendment embodies the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersedes any and
all prior or contemporaneous agreements or understandings with respect to the subject matter hereof, whether express or implied, oral or written. 

 [signature page follows] 
  

 4 








 IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written.


					
	 BUCA, INC.
 a Minnesota
corporation

		
	By:	 	 /s/ Richard Erstad

	Title:	 	General Counsel and Secretary
	
	 BUCA RESTAURANTS, INC. 
 a Minnesota
corporation

		
	By:	 	 /s/ Richard Erstad

	Title:	 	Secretary
	
	 BUCA TEXAS RESTAURANTS, L.P. 
 a Texas
limited partnership

		
	By:	 	 Buca Restaurants, Inc.,
 its general
partner

			
		 	By:	 	 /s/ Richard Erstad

		 	Title:	 	Secretary
	
	 BUCA (KANSAS), INC. 
 a Kansas
corporation

		
	By:	 	 /s/ Richard Erstad

	Title:	 	Secretary
	
	 BUCA RESTAURANTS 2, INC. 
 a Minnesota
corporation

		
	By:	 	 /s/ Richard Erstad

	Title:	 	Secretary
	
	 BUCA (MINNEAPOLIS), INC.
 a
Minnesota corporation

		
	By:	 	 /s/ Richard Erstad

	Title:	 	Secretary










			
	 WELLS FARGO FOOTHILL, INC. 
 a
California corporation, as Agent and as a Lender

		
	By:	 	 /s/ Dena Seki

	Title:	 	Vice President