"THIS AGREEMENT", "HEREUNDER", "HEREIN", "HEREOF" OR
WORDS OF LIKE IMPORT REFERRING TO THE LOAN AGREEMENT, AND EACH REFERENCE IN THE
OTHER LOAN DOCUMENTS TO "THE LOAN AGREEMENT", "THEREUNDER", "THEREIN", "THEREOF"
OR WORDS OF LIKE IMPORT REFERRING TO THE LOAN AGREEMENT, SHALL MEAN AND BE A
REFERENCE TO THE LOAN 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
LOAN 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 LOAN AGREEMENT AS MODIFIED OR AMENDED HEREBY.
(D)
THIS AMENDMENT IS A LOAN DOCUMENT.
9.
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 pages follow]
8
IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date
first above written.
VI ACQUISITION CORP.,
a Delaware corporation
By:
/s/ Debra Koenig
Name:
Debra Koenig
Title:
President
VICORP RESTAURANTS, INC.,
a Colorado corporation
By:
/s/ Anthony Carroll
Name:
Anthony Carroll
Title:
Chief Administrative Officer
WELLS FARGO FOOTHILL, INC.,
A California corporation, as Agent
By:
/s/ Kevin S. Fong
Name:
Kevin S. Fong
Title:
Vice President
GE CAPITAL FRANCHISE FINANCE CORPORATION,
a Delaware corporation, as a Lender
By:
/s/ Kristine Kinzle
Title:
Authorized Signatory
Agreed to for purposes of Section 4:
VI ACQUISITION CORP.,
a Delaware corporation
By:
/s/ Debra Koenig
Name:
Debra Koenig
Title:
President
VILLAGE INN PANCAKE HOUSE OF ALBUQUERQUE, INC.,
a New Mexico corporation
By:
/s/ Debra Koenig
Name:
Debra Koenig
Title:
President
Exhibit A
REAFFIRMATION AND CONSENT
Dated as of February 16, 2007
Reference hereby is made to that certain Amendment Number Two to Amended and
Restated Loan and Security Agreement, dated as of the date hereof (the
"Amendment"), among the lenders signatory thereto (the "Lenders"), Wells Fargo
Foothill, Inc., a California corporation, as administrative agent for the
Lenders ("Agent"), VI Acquisition Corp., a Delaware corporation ("Parent"), and
VICORP Restaurants, Inc., a Colorado corporation ("Borrower").
Capitalized
terms used herein shall have the meanings ascribed to them in that certain
Amended and Restated Loan and Security Agreement, dated as of April 14, 2004 (as
amended, restated, supplemented, or otherwise modified from time to time, the
"Loan Agreement"), among Parent, Borrower, Agent, and the Lenders.
Each of the
undersigned hereby (a) represents and warrants that the execution and delivery
of this Reaffirmation and Consent are within its powers, have been duly
authorized by all necessary action, and are not in contravention of any law,
rule, or regulation applicable to him or it, or any order, judgment, decree,
writ, injunction, or award of any arbitrator, court, or Governmental Authority,
or of the terms of its