ANY WAIVER
WHICH MAY HEREAFTER BE REQUESTED BY BORROWER REMAINS IN THE SOLE AND ABSOLUTE
DISCRETION OF THE LENDER GROUP.
(B)
UPON AND AFTER THE EFFECTIVENESS OF THIS AMENDMENT, EACH REFERENCE
IN THE LOAN AGREEMENT TO "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]
6
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/ Anthony J. Carroll
Name:
Anthony J. Carroll
Title:
Chief Financial Officer and Chief Administrative Officer
VICORP RESTAURANTS, INC.,
a Colorado corporation
By:
/s/ Michael R. Kinnen
Name:
Michael R. Kinnen
Title:
Vice President / Treasurer
7
WELLS FARGO FOOTHILL, INC.,
A California corporation, as Agent
By:
/s/ Kevin S. Fong
Name:
Kevin S. Fong
Title:
Vice President
8
GE CAPITAL FRANCHISE FINANCE CORPORATION,
a Delaware corporation, as a Lender
By:
/s/ Sheila K. Samples
Title:
Vice President
9
Agreed to for purposes of Section 4:
VI ACQUISITION CORP.,
a Delaware corporation
By:
/s/ Anthony J. Carroll
Name:
Anthony J. Carroll
Title:
Chief Financial Officer and Chief Administrative Officer
10
Exhibit A
REAFFIRMATION AND CONSENT
Dated as of July 27, 2007
Reference hereby is made to that certain Amendment Number Three 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