Exhibit 10.1
EXECUTION VERSION
FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
dated as of February 15, 2017,
by and among
POPEYES LOUISIANA KITCHEN, INC.,
as the Borrower,
the Domestic Subsidiaries of the Borrower party hereto,
as the Guarantors,
the Lenders party hereto,
as Lenders,
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent,
Swingline Lender and Issuing Lender
BANK OF AMERICA, N.A.,
as Syndication Agent
CAPITAL ONE, N.A.
and
REGIONS BANK,
as Co-Documentation Agents
WELLS FARGO SECURITIES, LLC
and
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
as Joint Lead Arrangers and Joint Bookrunners
CID Number: 000010703
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), dated as of February 15, 2017, is by and among POPEYES LOUISIANA
KITCHEN, INC., a Minnesota corporation (the "Borrower"), the Guarantors party
hereto, 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 E T H
WHEREAS, the Borrower, the Guarantors, certain banks and financial institutions
from time to time party thereto (the "Lenders") and the Administrative Agent are
parties to that certain Amended and Restated Credit Agreement dated as of
January 22, 2016 (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 Borrower has requested that the Lenders (i) increase the aggregate
amount of the Revolving Credit Commitments to $400 million pursuant to
Section 5.13 of the Credit Agreement and (ii) make certain other amendments to
the Credit Agreement as set forth herein;
WHEREAS, concurrently with the effectiveness of this Amendment, each of
(i) Cadence Bank, N.A., (ii) Compass Bank, (iii) First Tennessee Bank National
Association and (iv) PNC Bank, National Association (collectively, the "New
Lenders") has agreed to become a Lender under the Credit Agreement and the
Lenders party hereto (including the New Lenders) have agreed to provide such
increase to the aggregate amount of the Revolving Credit Commitments (the
"Incremental Loan Commitments") to the Borrower, as set forth in Sections 2.1
and 2.2 hereof in the amounts and subject to the conditions set forth herein;
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
AMENDMENT TO CREDIT AGREEMENT
As of the First Amendment Effective Date (as hereinafter defined), the Credit
Agreement is hereby amended in the following respects:
2
1.1
Amendment to the definition of "Revolving Credit Commitment".
The
last two sentences in the definition of "Revolving Credit Commitment" in
Section 1.1 of the Credit Agreement are hereby amended in their entireties to
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