Revolving Credit Agreement [Amendment No. 1] - Foodmaker Inc., Credit Lyonnais, Swing Ling Bank, and Union Bank
FIRST AMENDMENT TO
REVOLVING CREDIT AGREEMENT
THIS FIRST AMENDMENT TO THE REVOLVING CREDIT AGREEMENT
("Amendment") is made as of December 14, 1994, among Foodmaker, Inc., a
Delaware corporation (the "Company"), each of the banks identified on the
signature pages hereof (each a "Bank" and, collectively, the "Banks"), Credit
Lyonnais New York Branch, as Agent, Collateral Agent, and Swing Line Bank
and Union Bank, as Issuing Bank.
W I T N E S S E T H
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WHEREAS, the Company, the Banks, the Agent, the Collateral Agent,
the Swing Line Bank and the Issuing Bank entered into the Revolving Credit
Agreement, dated as of July 26, 1994 (the "Credit Agreement"); and
WHEREAS, the signatories hereto desire to amend the Credit
Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements contained herein and in the Credit Agreement, the
parties hereto agree that the Credit Agreement is hereby amended as set forth
herein:
1. Capitalized terms used herein which are not otherwise defined
herein but are defined in the Credit Agreement shall have the meanings given
to such terms in the Credit Agreement.
2. Section 8.03 of the Credit Agreement is amended to read in its
entirety as follows:
Section 8.03. Financial Covenants. Until the Termination
Date, and thereafter until payment in full of the Notes and all
Reimbursement Obligations, expiration or cancellation of all outstanding
Syndicated Letters of Credit and performance of all other obligations of
the Company hereunder, the Company will
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(a) Minimum Consolidated EBITDA. Maintain Consolidated
EBITDA of not less than the amounts specified for each of the following
periods:
For the Fiscal
Quarter Ending Amount (in
millions)
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01/95 $15
For the Two Fiscal
Quarters Ending Amount (in
millions)
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04/95 $33
For the Three Fiscal Amount (in
Quarters Ending millions)
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07/95 $55
For the Four Fiscal Amount (in
Quarters Ending millions)
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10/95 $75
01/96 $80
04/96 $84
07/96 $89
09/96 $95
01/97 $100
04/97 $106
07/97 $113
09/97 $120
and thereafter
(b) Capital Expenditures. Not make or permit its
Subsidiaries to make, during the fiscal year ending at the date
specified, aggregate Consolidated Capital Expenditures other than
Consolidated Capital Expenditures made from the proceeds of sale-
leaseback transactions ("Net Capital Expenditures"), in an amount in
excess of (i) the amount specified below for such period plus (ii) the
lesser of (A) $10,000,000 and (B) the excess, in the immediately
preceding period, of (I) the amount set forth below for such period,
over (II) actual Capital Investments, other than those made from the
proceeds of sale-leaseback transactions:
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For the Fiscal Amount (in
Year Ending millions)
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10/95 $37
09/96 $43
09/97 $45
and thereafter
Notwithstanding any other provision of this Section 8.03(b), if Consolidated
EBITDA equals or exceeds $86,000,000 for the fiscal year ending October 1995,
Net Capital Expenditures for the fiscal year ending September 1996 may equal
up to $58,000,000, and if Consolidated EBITDA equals or exceeds $109,000,000
for the fiscal year ending September 1996, Net Capital Expenditures for the
fiscal year ending September 1997 may equal up to $62,000,000.
(c) Minimum Interest Coverage Ratio. Maintain a ratio of
Consolidated EBITDA to Consolidated Interest Expense of not less than
the ratio specified for each of the following periods:
For the Fiscal
Year Ending Ratio
------------------------------- ------------------
01/95 1.15:1
For the Two Fiscal
Quarters Ending Ratio
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04/95 1.35:1
For the Three Fiscal
Quarters Ending Ratio
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07/95 1.50:1
For the Four Fiscal
Quarters Ending Ratio
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10/95 1.60:1
01/96 1.75:1
04/96 1.85:1
07/96 2.00:1
09/96 2.10:1
01/97 2.20:1
04/97 2.30:1
07/97 2.50:1
09/97 2.60:1
and thereafter
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(d) Fixed Charge Coverage Ratio. Maintain a ratio of
Consolidated EBITDA to Consolidated Fixed Charges of not less than the
ratio specified for each of the following periods:
For the Fiscal
Quarter Ending Ratio
------------------------------- ------------------
01/95 0.65:1
For the Two Fiscal
Quarters Ending Ratio
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04/95 0.70:1
For the Three Fiscal
Quarters Ending Ratio
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07/95 0.80:1
For the Four Fiscal
Quarters Ending Ratio
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10/95 0.80:1
For the Four Fiscal
Quarters Ending Ratio
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01/96 0.90:1
04/96 0.90:1
07/96 0.90:1
09/96 0.90:1
01/97 1.00:1
04/97 1.10:1
07/97 1.10:1
09/97 1.20:1
and thereafter
(e) Minimum Net Worth. Have at the end of each of the
following periods Consolidated Net Worth of not less than the amount
specified for such period:
For the Fiscal
Quarter Ending Amount (in millions)
------------------------------- ---------------------
01/95 $90
04/95 $90
07/95 $90
10/95 $90
01/96 $85
04/96 $85
07/96 $90
09/96 $95
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01/97 $90
04/97 $90
07/97 $105
09/97 $110
and thereafter
(f) Maximum Leverage. Maintain a ratio of Consolidated Covenant
Indebtedness at the date specified to Consolidated EBITDA for the four
quarters ending at the date specified not in excess of the ratio set forth
below for the applicable period:
For the Fiscal
Quarter Ending Ratio
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10/95 5.70:1
01/96 5.60:1
04/96 5.30:1
07/96 4.90:1
09/96 4.60:1
01/97 4.30:1
04/97 4.10:1
07/97 3.80:1
09/97 3.50:1
and thereafter
3. Section 8.01(m) of the Credit Agreement is amended to read in
its entirety as follows:
(m) Note Redemption. Within six months of the date hereof, the
Agent shall have received evidence satisfactory to the Agent that (A) between
$12,000,000 and $13,000,000 principal amount of the Company's 14.25% Senior
Subordinated Notes due 1998 have been redeemed, (B) between $15,000,000 and
$16,000,000 principal amount of the Company's 9.75% Senior Subordinated Notes
due 2002 have been redeemed at a price no greater than 80% of such principal
amount, or (C) some combination of principal amounts of notes described in
(A) and (B) that yields a minimum interest savings (net of redemption
premiums) over the thirty-two month period ending September 30, 1997 of
$3,900,000, provided that the total amount spent on retirement of principal
does not exceed $13,000,000.
4. The definitions of "Consolidated Fixed Charges" and
"Consolidated Net Worth" are amended to read in their entirety as follows:
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"Consolidated Fixed Charges" shall mean, for any period, the sum,
without duplication, of (i) Consolidated Interest Expense for such period,
(ii) principal amounts of all Indebtedness of the Company and its
Subsidiaries scheduled to be paid during such period and (iii) Consolidated
Capital Expenditures, excluding Consolidated Capital Expenditures made with
the proceeds from sale leaseback transactions, made during such period;
provided, however, that for the fiscal quarter ending January 22, 1995
Consolidated Fixed Charges shall not include the aggregate principal amount
of, and any interest and premium on, the Company's 14.25% Senior Subordinated
Notes due 1998 and 9.75% Senior Subordinated Notes due 2002 redeemed pursuant
to Section 8.01(m) hereof.
"Consolidated Net Worth" shall mean the excess of Consolidated
Total Assets over Consolidated Total Liabilities; provided, that there shall
be excluded from Consolidated Total Assets (i) cash set apart and held in a
sinking or other analogous fund established for the purpose of redemption or
other retirement of capital stock; (ii) any revaluation or other write-up in
book value of assets subsequent to October 3, 1993 and (iii) cumulative gains
or losses from minority interests in Family Restaurants, Inc. as of fiscal
year end 1994.
5. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.
6. This Amendment may be executed in any number of counterparts
and by the different parties hereto on separate counterparts and each such
counterpart shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument. When counterparts
of this Amendment executed by each party shall have been lodged with the
Agent (or, in the case of any Bank as to which an executed counterpart shall
not have been so lodged, the Agent shall have received telegraphic, telex or
other written confirmation of execution of a counterpart hereof by such
Bank), this Amendment shall become effective as of the date hereof and the
Agent shall so inform all of the parties hereto.
7. The Credit Agreement, as amended hereby, shall be binding upon
the Company, the Banks, the Agent, the Collateral Agent, the Swing Line Bank
and the Issuing Bank and their respective successors and assigns, and shall
inure to the benefit of the Company, the Banks, the Agent, the Collateral
Agent, the Swing Line Bank and the Issuing Bank and their respective
successors and assigns.
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8. Except as expressly provided in this Amendment, all of the
terms, covenants, conditions, restrictions and other provisions contained in
the Credit Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed as of the date first above written.
FOODMAKER, INC.
By: CHARLES DUDDLES
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Name: Charles Duddles
Title: Chief Financial Officer
CREDIT LYONNAIS NEW YORK BRANCH
as Agent for the Banks
By: FREDERICK HADDAD
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Name: Frederick Haddad
Title: Senior Vice President
CREDIT LYONNAIS NEW YORK BRANCH
as Collateral Agent for the Banks
By: FREDERICK HADDAD
-------------------------
Name: Frederick Haddad
Title: Senior Vice President
CREDIT LYONNAIS NEW YORK BRANCH
as a Bank and as the Swing Line Bank
By: FREDERICK HADDAD
-------------------------
Name: Frederick Haddad
Title: Senior Vice President
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UNITED STATES NATIONAL BANK OF
OREGON
By:___________________________
Name: Janet E. Jordan
Title: Vice President
UNION BANK as a Bank and as the
Issuing Bank
By: ALI PASH MOGHADDAM
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Name: Ali Pash Moghaddam
Title: Vice President
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