then most recently completed thirteen Fiscal Month
period, of at
least $28,000,000."
(F)
SECTION 7.18 OF THE LOAN AGREEMENT IS HEREBY AMENDED BY AMENDING
AND RESTATING SUBSECTION (A)(II) THEREOF IN ITS ENTIRETY AS FOLLOWS:
"(ii)
Fixed Charge Coverage Ratio.
A Fixed Charge Coverage Ratio,
measured on a fiscal quarter-end basis, of at least the required amount set
forth in the following table for the applicable period set forth opposite
thereto:
Applicable Ratio
Applicable Period
1.05:1.0
For the four fiscal quarters ending January 25, 2007
1.05:1.0
For the four fiscal quarters ending April 19, 2007
1.05:1.0
For the four fiscal quarters ending July 12, 2007
1.00:1.0
For the four fiscal quarters ending November 1, 2007
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1.05:1.0
For each of the four fiscal quarters ended thereafter"
(G)
A SCHEDULE A-1(C) IS ADDED TO THE LOAN AGREEMENT AS FOLLOWS:
"Schedule A-1(c)
POST-CLOSING ADJUSTMENTS TO TTM EBITDA
Without duplication and to the extent included in the calculation of EBITDA:
(i)
Cash rental payments associated with
leases that are currently treated as Deferred Financing Liabilities that either
were treated as operating leases prior to the Restatement or would be treated as
operating leases in the absence of the Restatement."
(H)
SCHEDULE C-1 OF THE LOAN AGREEMENT IS HEREBY AMENDED BY DELETING
THE TABLE THEREIN AND REPLACING IT WITH THE FOLLOWING:
Lender
Revolver
Commitment
Term Loan
Commitment
Total
Commitment
Wells Fargo Foothill, Inc.
$
29,166,000
$
10,000,000
$
39,166,000
GE Capital Franchise Finance Corporation
$
5,834,000
$
5,000,000
$
10,834,000
All Lenders
$
35,000,000
$
15,000,000
$
50,000,000
(I)
ALL APPLICABLE SCHEDULES ARE AMENDED TO REFLECT THAT SUBSIDIARY
VILLAGE INN PANCAKE HOUSE OF ALBUQUERQUE, INC., A NEW MEXICO CORPORATION HAS
BEEN MERGED WITH AND INTO BORROWER.
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.
5
(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)
THE REPRESENTATIONS AND WARRANTIES HEREIN AND IN THE LOAN
AGREEMENT 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).
(D)
AFTER GIVING EFFECT TO THE AMENDMENTS SET FORTH HEREIN, 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.
(E)
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 AND EFFECT BY ANY
GOVERNMENTAL AUTHORITY AGAINST BORROWER, ANY GUARANTOR, AGENT, OR ANY LENDER.
4.
RELEASE.
EACH OF BORROWER