Exhibit 10.251
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this
"Amendment") is made as of the 9th day of October, 1998, by and
among RYAN'S FAMILY STEAK HOUSES, INC., a South Carolina
corporation (the "Borrower"), WACHOVIA BANK, N.A. (formerly known
as Wachovia Bank of Georgia, N.A.), as Agent, SUNTRUST BANK,
ATLANTA, THE BANK OF TOKYO-MITSUBISHI, LTD., ATLANTA AGENCY and
WACHOVIA BANK, N.A. (formerly known as Wachovia Bank of South
Carolina, N.A.), as a Bank (collectively referred to herein as
the "Banks").
R E C I T A L S:
The Borrower, the Agent, and the Banks have entered
into a certain Credit Agreement dated June 5, 1996 (the "Credit
Agreement"). Capitalized terms used in this Amendment which are
not otherwise defined in this Amendment shall have the respective
meanings assigned to them in the Credit Agreement.
The Borrower has requested the Agent and the Banks to
amend the Credit Agreement upon the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the Recitals and
the mutual promises contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Borrower, the Agent and the Banks,
intending to be legally bound hereby, agree as follows:
SECTION 1. Recitals. The Recitals are incorporated
herein by reference and shall be deemed to be a part of this
Amendment.
SECTION 2. Amendments. The Credit Agreement is hereby
amended as set forth in this Section 2.
SECTION 2.1. Amendment to Section 1.01. The following
definitions are hereby added to Section 1.01 of the Credit
Agreement:
"Y2K Plan" has the meaning set forth in Section
4.19.
"Year 2000 Compliant and Ready" as used herein
means that: (A) the Borrower's and its Subsidiaries'
hardware and software systems with respect to the
operation of its business and its general business plan
will: (i) handle date information involving any and all
dates before, during and/or after January 1, 2000,
including accepting input, providing output and
performing date calculations in whole or in part; (ii)
operate, accurately without interruption on and in
respect of any and all dates before, during and/or
after January 1, 2000 and without any change in
performance, and (iii) store and provide date input
information without creating any ambiguity as to the
century; and (B) the Borrower has developed alternative
plans to ensure business continuity in the event of the
failure of any or all of items (i) through (iii) above.
2.02 Addition of Section 4.19. A new section, Section
4.19, is hereby added to the Credit Agreement to read in its
entirety as follows:
The Borrower has developed and has delivered to the
Agent and Banks a comprehensive plan (the "Y2K Plan"
which term includes any and all existing and future
amendments) for insuring that the Borrower's and its
Subsidiaries' software and hardware systems which
impact or affect in any way the business operations of
the Borrower and its Subsidiaries will be Year 2000
Compliant and Ready. The Borrower and its Subsidiaries
has met the Y2K Plan milestones such that all hardware
and software systems will be Year 2000 Compliant and
Ready (including all internal and external testing) in
accordance with the Y2K Plan.
2.03 Amendment to Section 5.01(j) and Addition of
Sections 5.01(k), (l) and (m). Section 5.01 of the Credit
Agreement is hereby amended to amend and restate subsection (j)
and add new subsections (k), (l) and (m) to read as follows:
(j) simultaneously with the delivery of each set
of annual and quarterly financial statements referred to in
paragraphs (a) and (b) above, a statement of its Chief Executive
Officer or Chief Financial Officer to the effect that nothing has
come to their attention to cause them to believe that the Y2K
Plan milestones have not been met in a manner such that the
Borrower's and its Subsidiaries' hardware and software systems
will not be Year 2000 Compliant and Ready in accordance with the
Y2K Plan;
(k) within 5 Domestic Business Days after the
Borrower becomes aware of any deviations from the Y2K Plan which
would cause compliance with the Y2K Plan to be delayed beyond or
not achieved on or before September 30, 1999, a statement of its
Chief Executive Officer or Chief Financial Officer setting forth
the details thereof and the action which the Borrower is taking
or proposes to take with respect thereto;
(l) promptly upon the receipt thereof, a copy of
any third party assessments of the Borrower's Y2K Plan together
with any recommendations made by such third party with respect to
Year 2000 compliance; and
(m) from time to time such additional information
regarding the financial position or business of the Borrower and
its Subsidiaries as the Agent, at the request of any Bank, may
reasonably request.
2.04 Addition of Section 5.22. A new section, Section
5.22, is hereby added to the Credit Agreement to read in its
entirety as follows:
"SECTION 5.22. Y2K Plan. The Borrower will
meet the milestones contained in the Y2K Plan in all
material respects and will have all hardware and
software systems Year 2000 Compliant and Ready
(including all internal and external testing) on or
before September 30, 1999."
2.05 Amendment and Restatement of Section 5.03.
Section 5.03 of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:
"SECTION 5.03. Ratio of Consolidated Funded
Debt to Total Consolidated Capitalization. The ratio
of Consolidated Funded Debt to Total Consolidated
Capitalization will at all times be less than 0.45 to
1.00."
2.06 Amendment and Restatement of Section 5.04.
Section 5.04 of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:
"SECTION 5.04. Minimum Consolidated Net
Worth. Consolidated Net Worth will at no time be less
than $255,000,000."
2.07 Amendment and Restatement of Section 2.05(a).
Section 2.05(a) of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:
"SECTION 2.05. Interest Rates. (a)
"Applicable Margin" means: (1) prior to June 30, 1999,
(i) for any Base Rate Loan, 0%; and (ii) for any Euro-
Dollar Loan, 0.50%; and (2) on June 30, 1999 and at all
times thereafter, (i) for any Base Rate Loan, 0.25%;
and (ii) for any Euro-Dollar Loan, 0.75%.
SECTION 3. Conditions to Effectiveness. The
effectiveness of this Amendment and the obligations of the Banks
hereunder are subject to the following conditions, unless the
Required Banks waive such conditions:
(a) receipt by the Agent from each of the parties
hereto of a duly executed counterpart of this Amendment
signed by such party; and
(b) the fact that the representations and
warranties of the Borrower contained in Section 5 of this
Amendment shall be true on and as of the date hereof.
SECTION 4. No Other Amendment. Except for the
amendments set forth above, the text of the Credit Agreement
shall remain unchanged and in full force and effect. This
Amendment is not intended to effect, nor shall it be construed
as, a novation. The Credit Agreement and this Amendment shall be
construed together as a single agreement. Nothing herein
contained shall waive, annul, vary or affect any provision,
condition, covenant or agreement contained in the Credit
Agreement, except as herein amended, nor affect nor impair any
rights, powers or remedies under the Credit Agreement as hereby
amended. The Banks and the Agent do hereby reserve all of their
rights and remedies against all parties who may be or may
hereafter become secondarily liable for the repayment of the
Notes. The Borrower promises and agrees to perform all of the
requirements, conditions, agreements and obligations under the
terms of the Credit Agreement, as heretofore and hereby amended,
the Credit Agreement, as amended, being hereby ratified and
affirmed. The Borrower hereby expressly agrees that the Credit
Agreement, as amended, is in full force and effect.
SECTION 5. Representations and Warranties. The
Borrower hereby represents and warrants to each of the Banks as
follows:
(a) No Default or Event of Default, nor any act,
event, condition or circumstance which with the passage of time
or the giving of notice, or both, would constitute an Event of
Default, under the Credit Agreement or any other Loan Document
has occurred and is continuing unwaived by the Banks on the date
hereof.
(b) The Borrower has the power and authority to enter
into this Amendment and to do all acts and things as are required
or contemplated hereunder, or thereunder, to be done, observed
and performed by it.
(c) This Amendment has been duly authorized, validly
executed and delivered by one or more authorized officers of the
Borrower and constitute legal, valid and binding obligations of
the Borrower enforceable against it in accordance with their
terms, provided that such enforceability is subject to general
principles of equity.
(d) The execution and delivery of this Amendment and
the Borrower's performance hereunder and thereunder do not and
will not require the consent or approval of any regulatory
authority or governmental authority or agency having jurisdiction
over the Borrower, nor be in contravention of or in conflict with
the articles of incorporation or bylaws of the Borrower, or the
provision of any statute, or any judgment, order or indenture,
instrument, agreement or undertaking, to which the Borrower is
party or by which the Borrower's assets or properties are or may
become bound.
SECTION 6. Counterparts. This Amendment may be
executed in multiple counterparts, each of which shall be deemed
to be an original and all of which, taken together, shall
constitute one and the same agreement.
SECTION 7. Governing Law. This Amendment shall be
considered in accordance with and governed by the laws of the
State of Georgia.
SECTION 8. Up-front Fee. On the date of this
Amendment, the Borrower shall pay to the Agent for the ratable
account of each Bank an up-front fee equal to the product of: (i)
such Bank's Commitment on the date of this Amendment, times (ii)
0.03%.
IN WITNESS WHEREOF, the parties hereto have executed
and delivered, or have caused their respective duly authorized
officers or representatives to execute and deliver, this
Amendment as of the day and year first above written.
BORROWER:
RYAN'S FAMILY STEAK HOUSES, INC.
By:________________________________________
Title:______________________________________
WACHOVIA BANK, N.A. (formerly known as Wachovia Bank of Georgia, N.A.),
as Agent
By:________________________________________
Title:_____________________________________
WACHOVIA BANK, N.A. (formerly known as Wachovia Bank of South Carolina,
N.A.), as a Bank
By:________________________________________
Title:______________________________________
SUNTRUST BANK, ATLANTA
By:________________________________________
Title:_______________________________________
By:________________________________________
Title:_______________________________________
THE BANK OF TOKYO-MITSUBISHI, LTD., ATLANTA AGENCY
By:________________________________________
Title:______________________________________
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this
"Amendment") is made as of the 9th day of October, 1998, by and
among RYAN'S FAMILY STEAK HOUSES, INC., a South Carolina
corporation (the "Borrower"), WACHOVIA BANK, N.A. (formerly known
as Wachovia Bank of Georgia, N.A.), as Agent, SUNTRUST BANK,
ATLANTA, THE BANK OF TOKYO-MITSUBISHI, LTD., ATLANTA AGENCY and
WACHOVIA BANK, N.A. (formerly known as Wachovia Bank of South
Carolina, N.A.), as a Bank (collectively referred to herein as
the "Banks").
R E C I T A L S:
The Borrower, the Agent, and the Banks have entered
into a certain Credit Agreement dated June 5, 1996 (the "Credit
Agreement"). Capitalized terms used in this Amendment which are
not otherwise defined in this Amendment shall have the respective
meanings assigned to them in the Credit Agreement.
The Borrower has requested the Agent and the Banks to
amend the Credit Agreement upon the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the Recitals and
the mutual promises contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Borrower, the Agent and the Banks,
intending to be legally bound hereby, agree as follows:
SECTION 1. Recitals. The Recitals are incorporated
herein by reference and shall be deemed to be a part of this
Amendment.
SECTION 2. Amendments. The Credit Agreement is hereby
amended as set forth in this Section 2.
SECTION 2.1. Amendment to Section 1.01. The following
definitions are hereby added to Section 1.01 of the Credit
Agreement:
"Y2K Plan" has the meaning set forth in Section
4.19.
"Year 2000 Compliant and Ready" as used herein
means that: (A) the Borrower's and its Subsidiaries'
hardware and software systems with respect to the
operation of its business and its general business plan
will: (i) handle date information involving any and all
dates before, during and/or after January 1, 2000,
including accepting input, providing output and
performing date calculations in whole or in part; (ii)
operate, accurately without interruption on and in
respect of any and all dates before, during and/or
after January 1, 2000 and without any change in
performance, and (iii) store and provide date input
information without creating any ambiguity as to the
century; and (B) the Borrower has developed alternative
plans to ensure business continuity in the event of the
failure of any or all of items (i) through (iii) above.
2.02 Addition of Section 4.19. A new section, Section
4.19, is hereby added to the Credit Agreement to read in its
entirety as follows:
The Borrower has developed and has delivered to the
Agent and Banks a comprehensive plan (the "Y2K Plan"
which term includes any and all existing and future
amendments) for insuring that the Borrower's and its
Subsidiaries' software and hardware systems which
impact or affect in any way the business operations of
the Borrower and its Subsidiaries will be Year 2000
Compliant and Ready. The Borrower and its Subsidiaries
has met the Y2K Plan milestones such that all hardware
and software systems will be Year 2000 Compliant and
Ready (including all internal and external testing) in
accordance with the Y2K Plan.
2.03 Amendment to Section 5.01(j) and Addition of
Sections 5.01(k), (l) and (m). Section 5.01 of the Credit
Agreement is hereby amended to amend and restate subsection (j)
and add new subsections (k), (l) and (m) to read as follows:
(j) simultaneously with the delivery of each set
of annual and quarterly financial statements referred to in
paragraphs (a) and (b) above, a statement of its Chief Executive
Officer or Chief Financial Officer to the effect that nothing has
come to their attention to cause them to believe that the Y2K
Plan milestones have not been met in a manner such that the
Borrower's and its Subsidiaries' hardware and software systems
will not be Year 2000 Compliant and Ready in accordance with the
Y2K Plan;
(k) within 5 Domestic Business Days after the
Borrower becomes aware of any deviations from the Y2K Plan which
would cause compliance with the Y2K Plan to be delayed beyond or
not achieved on or before September 30, 1999, a statement of its
Chief Executive Officer or Chief Financial Officer setting forth
the details thereof and the action which the Borrower is taking
or proposes to take with respect thereto;
(l) promptly upon the receipt thereof, a copy of
any third party assessments of the Borrower's Y2K Plan together
with any recommendations made by such third party with respect to
Year 2000 compliance; and
(m) from time to time such additional information
regarding the financial position or business of the Borrower and
its Subsidiaries as the Agent, at the request of any Bank, may
reasonably request.
2.04 Addition of Section 5.22. A new section, Section
5.22, is hereby added to the Credit Agreement to read in its
entirety as follows:
"SECTION 5.22. Y2K Plan. The Borrower will
meet the milestones contained in the Y2K Plan in all
material respects and will have all hardware and
software systems Year 2000 Compliant and Ready
(including all internal and external testing) on or
before September 30, 1999."
2.05 Amendment and Restatement of Section 5.03.
Section 5.03 of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:
"SECTION 5.03. Ratio of Consolidated Funded
Debt to Total Consolidated Capitalization. The ratio
of Consolidated Funded Debt to Total Consolidated
Capitalization will at all times be less than 0.45 to
1.00."
2.06 Amendment and Restatement of Section 5.04.
Section 5.04 of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:
"SECTION 5.04. Minimum Consolidated Net
Worth. Consolidated Net Worth will at no time be less
than $255,000,000."
2.07 Amendment and Restatement of Section 2.05(a).
Section 2.05(a) of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:
"SECTION 2.05. Interest Rates. (a)
"Applicable Margin" means: (1) prior to June 30, 1999,
(i) for any Base Rate Loan, 0%; and (ii) for any Euro-
Dollar Loan, 0.50%; and (2) on June 30, 1999 and at all
times thereafter, (i) for any Base Rate Loan, 0.25%;
and (ii) for any Euro-Dollar Loan, 0.75%.
SECTION 3. Conditions to Effectiveness. The
effectiveness of this Amendment and the obligations of the Banks
hereunder are subject to the following conditions, unless the
Required Banks waive such conditions:
(a) receipt by the Agent from each of the parties
hereto of a duly executed counterpart of this Amendment
signed by such party; and
(b) the fact that the representations and
warranties of the Borrower contained in Section 5 of this
Amendment shall be true on and as of the date hereof.
SECTION 4. No Other Amendment. Except for the
amendments set forth above, the text of the Credit Agreement
shall remain unchanged and in full force and effect. This
Amendment is not intended to effect, nor shall it be construed
as, a novation. The Credit Agreement and this Amendment shall be
construed together as a single agreement. Nothing herein
contained shall waive, annul, vary or affect any provision,
condition, covenant or agreement contained in the Credit
Agreement, except as herein amended, nor affect nor impair any
rights, powers or remedies under the Credit Agreement as hereby
amended. The Banks and the Agent do hereby reserve all of their
rights and remedies against all parties who may be or may
hereafter become secondarily liable for the repayment of the
Notes. The Borrower promises and agrees to perform all of the
requirements, conditions, agreements and obligations under the
terms of the Credit Agreement, as heretofore and hereby amended,
the Credit Agreement, as amended, being hereby ratified and
affirmed. The Borrower hereby expressly agrees that the Credit
Agreement, as amended, is in full force and effect.
SECTION 5. Representations and Warranties. The
Borrower hereby represents and warrants to each of the Banks as
follows:
(a) No Default or Event of Default, nor any act,
event, condition or circumstance which with the passage of time
or the giving of notice, or both, would constitute an Event of
Default, under the Credit Agreement or any other Loan Document
has occurred and is continuing unwaived by the Banks on the date
hereof.
(b) The Borrower has the power and authority to enter
into this Amendment and to do all acts and things as are required
or contemplated hereunder, or thereunder, to be done, observed
and performed by it.
(c) This Amendment has been duly authorized, validly
executed and delivered by one or more authorized officers of the
Borrower and constitute legal, valid and binding obligations of
the Borrower enforceable against it in accordance with their
terms, provided that such enforceability is subject to general
principles of equity.
(d) The execution and delivery of this Amendment and
the Borrower's performance hereunder and thereunder do not and
will not require the consent or approval of any regulatory
authority or governmental authority or agency having jurisdiction
over the Borrower, nor be in contravention of or in conflict with
the articles of incorporation or bylaws of the Borrower, or the
provision of any statute, or any judgment, order or indenture,
instrument, agreement or undertaking, to which the Borrower is
party or by which the Borrower's assets or properties are or may
become bound.
SECTION 6. Counterparts. This Amendment may be
executed in multiple counterparts, each of which shall be deemed
to be an original and all of which, taken together, shall
constitute one and the same agreement.
SECTION 7. Governing Law. This Amendment shall be
considered in accordance with and governed by the laws of the
State of Georgia.
SECTION 8. Up-front Fee. On the date of this
Amendment, the Borrower shall pay to the Agent for the ratable
account of each Bank an up-front fee equal to the product of: (i)
such Bank's Commitment on the date of this Amendment, times (ii)
0.03%.
IN WITNESS WHEREOF, the parties hereto have executed
and delivered, or have caused their respective duly authorized
officers or representatives to execute and deliver, this
Amendment as of the day and year first above written.
BORROWER: RYAN'S FAMILY STEAK HOUSES, INC.
By:________________________________________
Title:______________________________________
WACHOVIA BANK, N.A. (formerly known as Wachovia Bank of Georgia, N.A.),
as Agent
By:________________________________________
Title:_____________________________________
WACHOVIA BANK, N.A. (formerly known as Wachovia Bank of South Carolina,
N.A.), as a Bank
By:________________________________________
Title:______________________________________
SUNTRUST BANK, ATLANTA
By:________________________________________
Title:_______________________________________
By:________________________________________
Title:_______________________________________
THE BANK OF TOKYO-MITSUBISHI, LTD.,
ATLANTA AGENCY
By:________________________________________
Title:______________________________________