ANY MANNER AFFECT SUCH CLAUSE OR PROVISION IN ANY
OTHER JURISDICTION, OR ANY OTHER CLAUSE OR PROVISION OF THIS AGREEMENT IN ANY
JURISDICTION.
[Remainder of page intentionally left blank]
93
IN WITNESS WHEREOF, the undersigned have duly executed this Credit Agreement
under seal as of the date first above written.
STAR BUFFET, INC.
By:
/s/ Ron Dowdy
Name: Ron Dowdy
Title: Secretary
STAR BUFFET MANAGEMENT, INC.
By:
/s/ Ron Dowdy
Name: Ron Dowdy
Title: Secretary
SUMMIT FAMILY RESTAURANTS, INC.
By:
/s/ Ron Dowdy
Name: Ron Dowdy
Title: Secretary
HTB RESTAURANTS, INC.
By:
/s/ Ron Dowdy
Name: Ron Dowdy
Title: Secretary
NORTHSTAR BUFFET, INC.
By:
/s/ Ron Dowdy
Name: Ron Dowdy
WELLS FARGO BANK, N.A., individually and as
Administrative Agent, LC Issuer, Lead Arranger and
Syndication Agent
By:
/s/ J. Nicholas Cole
Name:
J. Nicholas Cole
Title: Managing Director
Schedule 1
Commitments and Applicable Percentages
Lender
Revolving
Credit
Commitment
Applicable
Percentage
Term
Commitment
Applicable
Percentage
Total
Commitment
Total
Percentage
Wells Fargo Bank, N.A.
$
2,000,000
100
%
$
7,000,000
100
%
$
9,000,000
100
%
Total:
$
2,000,000
100
%
$
7,000,000
100
%
$
9,000,000
100
%
AGREEMENT AND
AMENDMENT NO. 1 TO CREDIT AGREEMENT
THIS AGREEMENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "Amendment") is
entered into as of February 29, 2008, by and among STAR BUFFET, INC., STAR
BUFFET MANAGEMENT, INC., SUMMIT FAMILY RESTAURANTS, INC., HTB RESTAURANTS, INC.,
NORTHSTAR BUFFET, INC. and STARLITE HOLDINGS, INC. ("Starlite"), each a Delaware
corporation (each individually, a "Borrower", and collectively, the
"Borrowers"), and WELLS FARGO BANK, N.A., a national banking association ("Wells
Fargo").
WITNESSETH:
WHEREAS, the Borrowers (other than Starlite) and Wells Fargo are parties to a
certain Credit Agreement, dated as of January 31, 2008 (as amended, restated or
otherwise modified from time to time, the "Credit Agreement"; terms defined in
the Credit Agreement are used herein with the same meanings); and
WHEREAS, Starlite wishes to become a party to the Credit Agreement as a
"Borrower", and the Borrowers and the Administrative Agent wish to amend the
Credit Agreement;
NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:
SECTION 1.
STARLITE HOLDINGS, INC.
STARLITE AND THE OTHER PARTIES
HERETO AGREE THAT STARLITE AS OF THE DATE HEREOF SHALL BECOME A PARTY TO THE
CREDIT AGREEMENT AS A "BORROWER", AND THAT ACCORDINGLY THE DEFINITIONS OF
"BORROWER" AND "BORROWERS" ARE HEREBY AMENDED TO INCLUDE STARLITE.
SECTION 2.
AMENDMENTS.
EFFECTIVE AS OF THE DATE HEREOF, THE
CREDIT AGREEMENT IS HEREBY AMENDED AS FOLLOWS:
(A)
THE DEFINITION OF "TOTAL TERM LOAN COMMITMENT" IN SECTION 1.1 OF
THE CREDIT AGREEMENT IS AMENDED IN FULL TO READ AS FOLLOWS:
"Total Term Loan Commitment.
The sum of the Term Loan Commitments of the Term
Lenders as in effect from time to time, which as of February 29, 2008 shall be
$8,000,000."
(B)
SECTION 2.7(A) OF THE CREDIT AGREEMENT IS AMENDED IN FULL