REQUIRES OTHERWISE,
REFERENCES TO THE PLURAL INCLUDE THE SINGULAR, REFERENCES TO THE SINGULAR
INCLUDE THE PLURAL, THE TERMS "INCLUDES" AND "INCLUDING" ARE NOT LIMITING, AND
THE TERM "OR" HAS, EXCEPT WHERE OTHERWISE INDICATED, THE INCLUSIVE MEANING
REPRESENTED BY THE PHRASE "AND/OR."
(D)
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.
(E)
THIS AMENDMENT IS A LOAN DOCUMENT.
11.
COSTS AND EXPENSES. BORROWER AGREES TO PAY THE
OUT-OF-POCKET COSTS AND EXPENSES OF WFF AND ABLECO, INCLUDING REASONABLE
ATTORNEY FEES AND CHARGES, INCURRED IN CONNECTION WITH THIS AMENDMENT AND THE
OTHER TRANSACTIONS REFERRED TO IN THE RECITALS HERETO.
12.
RATIFICATION. THE BORROWER HEREBY RESTATES, RATIFIES AND REAFFIRMS
EACH AND EVERY TERM AND CONDITION SET FORTH IN THE LOAN AGREEMENT, AS AMENDED
HEREBY, AND THE LOAN DOCUMENTS, AS CONTEMPLATED TO BE AMENDED IN CONNECTION
HEREWITH, EFFECTIVE AS OF THE DATE HEREOF AND HEREBY ACKNOWLEDGES, AGREES, AND
CONFIRMS THAT IT HAS GRANTED AGENT, FOR THE BENEFIT OF THE LENDERS, A PERFECTED
SECURITY INTEREST IN THE COLLATERAL IN ORDER TO SECURE ALL OF ITS PRESENT AND
FUTURE OBLIGATIONS.
13.
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]
22
IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date
first above written.
VI ACQUISITION CORP.,
a Delaware corporation
By:
Name:
Title:
VICORP RESTAURANTS, INC.,
a Colorado corporation
By:
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT NUMBER FOUR
TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT]
WELLS FARGO FOOTHILL, INC.,
a California corporation, as Agent and Lender
By:
Name:
Title:
ABLECO FINANCE LLC,
a Delaware limited liability company, as a Lender
By:
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT NUMBER FOUR
TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT]
Exhibit A
REAFFIRMATION AND CONSENT
Dated as of October 26, 2007
Reference hereby is made to that certain Amendment Number Four 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