EACH OF THE FIVE FISCAL YEARS FOLLOWING THE CLOSING DATE,
INCLUDING CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF INCOME, RETAINED
EARNINGS AND CASH FLOWS IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE
AGENT.
(I)
AFTER GIVING EFFECT TO THE CONSUMMATION OF THE ACQUISITION, THE
MAKING OF ANY LOANS, THE ISSUANCE OF ANY LETTERS OF CREDIT, AND THE APPLICATION
OF PROCEEDS OF THE FOREGOING (INCLUDING THE PAYMENT OF ALL FEES AND EXPENSES IN
CONNECTION THEREWITH) ON THE CLOSING DATE, SUBSTANTIALLY IN ACCORDANCE WITH THE
SUMMARY OF SOURCES AND USES, THE SUM OF (X) THE BORROWERS' UNRESTRICTED CASH AND
QUALIFIED INVESTMENTS, PLUS (Y) THE EXCESS OF THE TOTAL REVOLVING CREDIT
COMMITMENT OVER TOTAL REVOLVING CREDIT OUTSTANDINGS SHALL BE AT LEAST
$2,000,000.
(J)
THE ADMINISTRATIVE AGENT SHALL NOT HAVE BECOME AWARE, AFTER
NOVEMBER 30, 2007, OF ANY NEW OR INCONSISTENT INFORMATION OR OTHER MATTER NOT
PREVIOUSLY DISCLOSED TO IT RELATING TO THE BORROWERS OR THE TRANSACTIONS
CONTEMPLATED BY THE COMMITMENT LETTER DATED AS OF JANUARY 3, 2008 ADDRESSED TO
THE PARENT THAT THE ADMINISTRATIVE AGENT, IN ITS REASONABLE BUSINESS JUDGMENT,
DEEMS MATERIAL AND ADVERSE RELATIVE TO THE INFORMATION OR OTHER MATTERS
DISCLOSED TO IT PRIOR TO SUCH DATE, INCLUDING MATTERS COVERED BY ANY THIRD-PARTY
DILIGENCE REPORTS, BACKGROUND CHECKS OR OTHER FINANCIAL, ACCOUNTING, INSURANCE
OR LEGAL REVIEW.
(K)
THE REPRESENTATIONS MADE BY THE BARNHILL'S BUFFET, INC. IN THE
ASSET PURCHASE AGREEMENT SHALL BE TRUE AND ACCURATE ON AND AS OF THE CLOSING
DATE (BUT WITHOUT GIVING EFFECT TO THE DELIVERY OF ANY AMENDMENTS, WAIVERS OR
UPDATED DISCLOSURE SCHEDULES PURSUANT TO THE ASSET PURCHASE AGREEMENT TO THE
EXTENT THAT SUCH AMENDMENTS, WAIVERS OR UPDATED SCHEDULES ARE NOT CONSENTED TO
IN WRITING BY THE ADMINISTRATIVE AGENT).
(L)
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION IV AND
ALL OTHER REPRESENTATIONS AND WARRANTIES MADE BY THE BORROWERS UNDER ANY OTHER
LOAN DOCUMENT SHALL BE TRUE AND ACCURATE ON AND AS OF THE CLOSING DATE AS THOUGH
MADE AT AND AS OF THE CLOSING DATE.
(M)
ALL DOCUMENTS AND INSTRUMENTS REQUIRED TO PERFECT THE
ADMINISTRATIVE AGENT'S SECURITY INTEREST IN THE COLLATERAL SHALL HAVE BEEN
EXECUTED AND DELIVERED AND, IF APPLICABLE, BE IN PROPER FORM FOR FILING, IN EACH
CASE AS CONTEMPLATED BY THE FOREGOING PROVISIONS OF THIS SECTION 4.1, AND NONE
OF THE COLLATERAL WILL BE SUBJECT TO ANY OTHER PLEDGES, SECURITY INTERESTS OR
LIENS EXCEPT FOR PERMITTED ENCUMBRANCES.
(N)
NO LITIGATION, ARBITRATION, PROCEEDING OR INVESTIGATION SHALL BE
PENDING OR, TO THE BORROWERS' KNOWLEDGE, THREATENED WHICH QUESTIONS THE VALIDITY
OR LEGALITY OF THE TRANSACTIONS CONTEMPLATED BY ANY LOAN DOCUMENT OR THE ASSET
PURCHASE AGREEMENT OR SEEKS A RESTRAINING ORDER, INJUNCTION OR DAMAGES IN
CONNECTION THEREWITH, OR WHICH, IN THE REASONABLE JUDGMENT OF THE ADMINISTRATIVE
AGENT, MIGHT ADVERSELY AFFECT THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR
MIGHT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
4.2
CONDITIONS PRECEDENT TO ALL REVOLVING CREDIT LOANS AND LETTERS OF
CREDIT AFTER THE CLOSING DATE.
THE OBLIGATION OF THE LENDERS TO MAKE ANY
REVOLVING CREDIT LOAN, TO CONTINUE LIBOR LOANS OR TO CONVERT LOANS