Exhibit 16(b)(1)
FLEET NATIONAL BANK
100 Federal Street
Boston, MA 02110
SUNTRUST BANK
201 Fourth Avenue North, 3rd Floor
Nashville, TN 37219
May 11, 2001
$75,000,000
Senior Secured Credit Facilities
COMMITMENT LETTER
UNO RESTAURANT CORPORATION
100 Charles Park Road
West Roxbury, MA 02132
UNO RESTAURANT HOLDINGS CORPORATION
UNO ACQUISITION CORP.
100 Charles Park Road
West Roxbury, MA 02132
Dear Ladies and Gentlemen:
You have informed Fleet National Bank ("Fleet") and SunTrust Bank
("SunTrust" and collectively with Fleet, the "Underwriting Lenders") that Uno
Acquisition Corp. ("Uno Acquisition"), a wholly-owned subsidiary of Uno
Restaurant Holdings Corporation ("URHC"), and Uno Restaurant Corporation ("Uno")
desire to arrange for (a) a revolving credit facility in the aggregate amount of
$20,000,000 (the "Revolving Credit Facility"), (b) a term loan in the amount of
$40,000,000 ("Term Loan A") and (c) a term loan in the amount of $15,000,000
("Term Loan B" and collectively with the Revolving Credit Facility and Term Loan
A, the "Credit Facilities"), for use principally to refinance existing
indebtedness of Uno and certain of its affiliates and to partially finance,
together with the proceeds of three sale leaseback transactions, the
recapitalization of Uno (the "Recapitalization") and to pay fees and expenses
associated with the Recapitalization. The Credit Facilities will be guaranteed,
jointly and severally, by URHC and all of its subsidiaries which are not
borrowers under the Credit Facilities. URHC, Uno Acquisition, Uno and its
subsidiaries are referred to herein collectively as the "Loan Parties".
Fleet is pleased to inform you that it is willing to act as the sole
and exclusive administrative agent for the Credit Facilities (the
"Administrative Agent"); and SunTrust is pleased to inform you that it is
willing to act as syndication agent for the Credit Facilities (the "Syndication
Agent"). We are also pleased to inform you that Fleet Securities, Inc., ("FSI")
and
Uno Restaurant Corporation
Uno Restaurant Holdings Corporation
Uno Acquisition Corp.
May 11, 2001
Page 2
SunTrust Equitable Securities Corporation ("STES") are willing to act as the
Co-Lead Arrangers for the Credit Facilities (collectively, the "Arrangers"). The
Loan Parties agree that no other agents, co-agents or arrangers will be
appointed, no other titles will be awarded and no compensation (other than that
expressly contemplated by the Term Sheet referred to below, the Fee Letters
referred to below, and customary administrative agent fees) will be paid in
connection with the Credit Facilities unless the Loan Parties and the Arrangers
shall so agree.
Subject to satisfaction of the conditions contained herein and in the
attached Summary of Terms and Conditions (the "Term Sheet"), Fleet, and SunTrust
are pleased to advise you that each of them, severally and not jointly and
severally, hereby makes commitments for the portions of the Credit Facilities
set forth below:
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Bank Commitment
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Fleet $37,500,000
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SunTrust $37,500,000
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The commitment of the Underwriting Lenders hereunder to provide the
Credit Facilities is subject to (a) the terms and conditions set forth herein,
in the Fee Letters and in the Term Sheet; (b) the completion of all due
diligence with respect to the Loan Parties to the satisfaction of the
Underwriting Lenders in their sole discretion; (c) our satisfaction that prior
to and during the syndication of the Credit Facilities there shall be no
competing offering, placement or arrangement of any debt securities or bank
financing by or on behalf of the Loan Parties, except those certain sale
leaseback transactions contemplated to take place in conjunction with the Credit
Facilities; (d) the negotiation, execution and delivery of definitive
documentation for the Credit Facilities consistent with the Term Sheet and
otherwise satisfactory to us; (e) since the date hereof, no material adverse
change in or material disruption of conditions in the financial, banking, loan
syndication or capital markets which we, in our sole discretion, deem material
in connection with the syndication of the Credit Facilities shall have occurred
and be continuing; (f) no change, occurrence or development that could, in our
opinion, have a material adverse effect on the business, assets, liabilities
(actual or contingent), operations, performance, condition (financial or
otherwise) or prospects of the Loan Parties taken as a whole shall have occurred
or become known to us; (g) our not becoming aware after the date hereof of any
information or other matter which in our judgment is inconsistent in a material
and adverse manner with any information or other matter disclosed to us by the
Loan Parties prior to the date hereof (in which case we may, in our sole
discretion, suggest alternative financing amounts or structures that ensure
adequate protection for the Lenders or terminate this letter and any commitment
or undertaking hereunder); and (h) that there not have occurred after the date
hereof the introduction of additional material government restrictions imposed
upon lending institutions which materially affect the type of transactions
contemplated hereby. In addition, such commitment is subject to the negotiation,
execution and delivery prior to August 1, 2001 (unless
Uno Restaurant Corporation
Uno Restaurant Holdings Corporation
Uno Acquisition Corp.
May 11, 2001
Page 3
such date shall have been extended by mutual agreement of the parties hereto) of
definitive documentation with respect to the Credit Facilities consistent with
the Term Sheet satisfactory in all respects to the Underwriting Lenders and
their counsel.
As we have discussed with you, the Arrangers intend to syndicate the
Credit Facilities to a group of financial institutions (together with the
Underwriting Lenders, the "Lenders") identified by the Arrangers in consultation
with the Loan Parties. The Arrangers will manage all aspects of the syndication,
in consultation and cooperation with the Loan Parties, including decisions as to
the selection of proposed Lenders and any titles offered to proposed Lenders,
when commitments will be accepted and the final allocations of the commitments
among the Lenders. In the event that such syndication cannot be achieved in a
manner satisfactory to the Underwriting Lenders under the structure outlined in
the Term Sheet, the Loan Parties agree that the Underwriting Lenders shall be
entitled, after consultation with the Loan Parties, to change the pricing,
structure or other terms of the Credit Facilities if the Underwriting Lenders
determine that such changes are advisable to ensure a successful syndication or
an optimum credit structure, provided that the total amount of the Credit
Facilities remain unchanged. For purposes of the preceding sentence, a
successful syndication shall be deemed to have occurred if the Credit Facilities
have been sufficiently subscribed such that each of the Underwriting Lenders has
total respective allocated commitments less than or equal to $20 million. To
assist the Arrangers in achieving a satisfactory syndication, the Loan Parties
will provide direct contact during the syndication (at places and times to be
reasonably agreed upon) between the senior management and advisors of the Loan
Parties, on the one hand, and the proposed syndicate participants, on the other.
The Loan Parties will also provide the Arrangers upon request with all
information and projections reasonably deemed necessary by the Arrangers to
complete successfully the syndication and will assist the Arrangers in the
preparation of a confidential information memorandum and other marketing
materials to be used in connection with the syndication. URHC, Uno Acquisition
and Uno hereby represent, warrant and covenant that (a) all written information,
other than Projections (defined below), which has been or is hereafter made
available to us or the Lenders by the Loan Parties or any of the Loan Parties'
representatives in connection with the transactions contemplated hereby (the
"Information") is and will be complete and correct in all material respects and
does not and will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements contained therein not
misleading; and (b) all financial projections concerning the Loan Parties that
have been or are hereafter made available to us or the Lenders by the Loan
Parties or any of the Loan Parties' representatives (the "Projections") have
been or will be prepared in good faith based upon assumptions the Loan Parties
believe to be reasonable (it being understood that such Projections are subject
to uncertainties and contingencies, many of which are beyond the Loan Parties'
control, and that no assurance can be given that any particular Projections will
be realized). URHC, Uno Acquisition and Uno agree to furnish us with such
information and Projections as we may reasonably request and to supplement the
information and the Projections from time to time until the closing date for the
Credit Facilities
Uno Restaurant Corporation
Uno Restaurant Holdings Corporation
Uno Acquisition Corp.
May 11, 2001
Page 4
so that the representations, warranties and covenants in the preceding sentence
are correct on such closing date. URHC, Uno Acquisition and Uno understand that
in arranging and syndicating the Credit Facilities, the Arrangers will be using
and relying on the information and the Projections without independent
verification thereof.
As consideration for the commitments of the Underwriting Lenders
hereunder and for the agreements contained herein as to the management,
structuring and syndication of the Credit Facilities, Uno Acquisition and URHC,
jointly and severally, and UNO severally, agree to pay the fees set forth in the
fee letters of even date herewith by and among Uno Acquisition, Uno, URHC and
the Underwriting Lenders (the "Underwriting Fee Letter") and by and among Uno
Acquisition, Uno and URHC and the Administrative Agent (the "Administrative
Agent Fee Letter" and collectively with the Underwriting Fee Letter, the "Fee
Letters").
By executing this Commitment Letter, Uno Acquisition, Uno and URHC (the
"Indemnifying Parties") agree, jointly and severally (a) to indemnify and hold
harmless the Underwriting Lenders and the Arrangers and each of their affiliates
and their respective officers, directors, employees and agents (the "Indemnified
Person(s)") from and against all losses, claims, damages and liabilities arising
out of or in connection with or by reason of any matters contemplated by this
Commitment Letter, the Term Sheet or the Fee Letters any related transaction or
any use made or proposed to be made with the proceeds of the Credit Facilities
for any claims, litigation, investigation or proceeding relating thereto
(including, without limitation, in connection with preparation of a defense in
connection therewith) and to reimburse upon demand each of such Indemnified
Persons from time to time for any reasonable legal or other expenses incurred in
connection with investigating or defending any of the foregoing; PROVIDED that
the foregoing indemnity will not apply to any losses, claims, damages,
liabilities or related expenses to the extent they are determined by a court in
a final non-appealable judgment to have resulted from willful misconduct or
gross negligence of any Indemnified Person; and (b) to reimburse the
Underwriting Lenders and the Arrangers and each of their affiliates from time to
time for all reasonable expenses (including their reasonable syndication
expenses, expenses for due diligence, printing, distribution, bank meetings,
transportation, duplication and related matters, and the reasonable fees and
disbursements of their counsel and the reasonable allocated cost of internal
counsel, but excluding any fees payable to syndicate members) arising out of or
incurred in connection with or by reason of any matters contemplated by this
Commitment Letter, the Term Sheet, the Fee Letters, the definitive documentation
for the Credit Facilities and the other transactions contemplated hereby and
thereby. Upon receipt by an Indemnified Person of actual notice of any action
against such Indemnified Person with respect to which indemnity may be sought
under this Commitment Letter, such Indemnified Person shall promptly notify the
Indemnifying Parties in writing; provided that failure to so notify the
Indemnifying Parties shall not relieve the Indemnifying Parties from any
liability which the Indemnifying Parties may have on account of this indemnity
or otherwise except to the extent that the Indemnifying Parties shall have been
prejudiced by such failure. The Indemnifying Parties shall have the right to
assume
Uno Restaurant Corporation
Uno Restaurant Holdings Corporation
Uno Acquisition Corp.
May 11, 2001
Page 5
the defense of any such action including the employment of counsel reasonably
satisfactory to the Indemnified Person, except as provided below.
Any Indemnified Person shall have the right to employ separate counsel
in any such action and participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such Indemnified Person,
except as provided below. In the event that an Indemnified Person has been
advised in writing by counsel that there may be one or more legal defenses
available to it or prospective bases for liability against it, which conflict
with those available to or against the Indemnifying Parties, then the
Indemnifying Parties shall not have the right to assume the defense of such
matter with respect to such Indemnified Person and shall pay the costs of such
defense. The Indemnifying Parties shall not be liable for any settlement of any
action affected without their written consent (which shall not be unreasonably
withheld). In addition, the Indemnifying Parties shall not, without prior
written consent of an Indemnified Person, settle, compromise or consent to the
entry of any judgment in or otherwise seek to terminate any pending or
threatened action in respect of which indemnification or contribution may be
sought hereunder (whether or not any Indemnified Person is a party thereto)
unless such settlement, compromise, consent or termination includes an
unconditional release of each Indemnified Person from all liabilities arising
out of such action. The provisions contained in this paragraph shall remain in
full force and effect notwithstanding that definitive financing documentation
for the Credit Facilities shall not be executed and delivered and that this
Commitment Letter (or the commitments hereunder) may be terminated. No
Indemnified Party shall be liable for any damages arising from the use by others
of information or other materials obtained through Internet, Intralinks or other
similar information transmission systems in connection with the Credit
Facilities, but this sentence shall not be deemed to modify or amend the
confidentiality provisions set forth in the following paragraph.
Uno Acquisition, Uno and URHC agree that this Commitment Letter and the
Fee Letters are for their confidential use only and neither their existence nor
the terms hereof or thereof will be disclosed by them to any person or entity
other than (a) their officers, directors, accountants, attorneys and other
advisors, and then, in each case, only on a "need to know" basis in connection
with the transaction and on a confidential basis and (b) to the extent such
disclosure by Uno may be required under applicable securities law.
This Commitment Letter may be executed in any number of counterparts,
each of which shall be an original and all of which, when taken together, shall
constitute one agreement. This Commitment Letter shall be governed by, and
construed in accordance with, the laws of The Commonwealth of Massachusetts.
This Commitment Letter is intended to be solely for the benefit of the parties
hereto and the Indemnified Persons and is not intended to confer any benefits
upon, or create any rights in favor of, any person other than the parties
hereto. Uno Acquisition, Uno, URHC and the Underwriting Lenders each hereby
irrevocably waive all rights to trial by jury in any action, proceeding or
counterclaim (whether based in contract, tort or otherwise) arising out of or
relating to this Commitment Letter, the Fee Letters, the transactions
Uno Restaurant Corporation
Uno Restaurant Holdings Corporation
Uno Acquisition Corp.
May 11, 2001
Page 6
contemplated hereby or the actions of the Underwriting Lenders in the
negotiation, performance or enforcement hereof or thereof.
This Commitment Letter, together with the Term Sheet and the Fee
Letters are the only agreements that have been entered into among us with
respect to the Credit Facilities and set forth the entire understanding of the
parties with respect thereto. This Commitment Letter may be modified or amended
only by the written agreement of all of us. This Commitment Letter is not
assignable by Uno Acquisition, Uno or URHC without our prior written consent.
This Commitment Letter will expire at 12:00 p.m. Boston time on May 16,
2001, unless Uno Acquisition, Uno and URHC execute the enclosed copies of this
letter and return them to Fleet prior to that time (which may be by facsimile
transmission), whereupon this letter (which may be signed in one or more
counterparts) shall become a binding agreement. Thereafter, this Commitment
Letter will expire on August 1, 2001 unless definitive documentation for the
Credit Facilities is executed and delivered prior to such date. If Uno
Acquisition, Uno and URHC are in agreement with the foregoing, please sign and
return to Fleet the enclosed copies of this Commitment Letter no later than
12:00 p.m., Boston time, on May 16, 2001.
We are very pleased to be able to offer you the commitments described
herein and look forward to working with you on this transaction.
Sincerely,
FLEET NATIONAL BANK
By: /s/ Elise M. Russo
-----------------------------------
Name: Elise M. Russo
Title: Senior Vice President
SUNTRUST BANK
By: /s/ Vipul H. Patel
-----------------------------------
Name: Vipul H. Patel
Title: Director
Uno Restaurant Corporation
Uno Restaurant Holdings Corporation
Uno Acquisition Corp.
May 11, 2001
Page 7
FLEET SECURITIES, INC.
By: /s/ Robert D. Valbona
-----------------------------------
Name: Robert D. Valbona
Title: Director
SUNTRUST EQUITABLE SECURITIES
CORPORATION
By: /s/ Russell J. Herakovich
-----------------------------------
Name: Russell J. Herakovich
Title: Director
Accepted and agreed to as of the date first above written:
UNO RESTAURANT CORPORATION
By: /s/ Robert M. Vincent
--------------------------------------------
Name: Robert M. Vincent
Title: Executive Vice President
UNO ACQUISITION CORP.
By: /s/ Robert M. Vincent
--------------------------------------------
Name: Robert M. Vincent
Title: Executive Vice President
UNO RESTAURANT HOLDINGS CORPORATION
By: /s/ Robert M. Vincent
--------------------------------------------
Name: Robert M. Vincent
Title: Executive Vice President
[LOGO]
UNO ACQUISITION CORP.
SUMMARY OF TERMS AND CONDITIONS
$75,000,000 SENIOR SECURED CREDIT FACILITIES
MAY 11, 2001
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BORROWER: Uno Acquisition Corp., a special purpose acquisition vehicle
formed by certain management investors (to be defined) of Uno
Restaurant Corporation ("Uno") and to be merged with Uno on
the Closing Date.
GUARANTORS: Any existing or hereafter established parent or holding
company (the "Parent") of the Borrower and all present and
future direct and indirect subsidiaries of the Borrower or
Parent.
FACILITIES: Up to $75,000,000 in total aggregate amount, comprised of:
a) $20,000,000 Revolving Credit Loan (the "Revolver" or
"Revolving Credit Loans") with a sublimit for standby
letters of credit ("L/Cs") to be determined (the
"Revolver");
b) $40,000,000 Term Loan ("Term Loan A"); and
c) $15,000,000 Term Loan ("Term Loan B").
USE OF PROCEEDS: At Closing, Term Loan A, Term Loan B and up to $12,250,000
of advances (including L/Cs) under the Revolver shall be used
to refinance existing indebtedness (excluding certain
indebtedness to be determined) of Uno in the amount of
approximately $52,000,000; and to partially finance, in
combination with a $37,200,000 sale leaseback transaction,
and the rollover of 6,445,000 Uno common shares and 863,356
options for Uno common shares held by certain management
investors, the recapitalization of Uno in connection with a
going-private transaction (the "Recapitalization"); and to
pay fees and expenses associated with the Recapitalization.
The Recapitalization shall include the purchase of
approximately 4,550,000 million shares of publicly held Uno
common stock
Uno Acquisition Corp. Page 2
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and 595,000 options of Uno for a total of approximately
$46,400,000. Thereafter, the Revolver shall be available for
the acquisition and/or construction of new operating
facilities, for operating facility upgrades, for the issuance
of standby letters of credit and for working capital and
other general corporate purposes.
ADMINISTRATIVE
AGENT: Fleet National Bank ("Fleet")
SYNDICATION
AGENT: SunTrust Bank ("SunTrust", and together with Fleet, the
"Agents")
CO-LEAD
ARRANGERS: Fleet Securities, Inc. ("FSI") and SunTrust Equitable
Securities Corporation ("STES", and together with FSI, the
"Arrangers")
LENDERS: Fleet and SunTrust shall each underwrite 50% of the
Facilities with the intention to syndicate the Facilities to
other financial institutions to be identified by the Agents
and the Arrangers in consultation with the Borrower.
CLOSING DATE: Such date as may be agreed between the Agents, Arrangers and
the Borrower, but no later than August 1, 2001
I. REVOLVING CREDIT
AMOUNT: $20,000,000 Revolver with a sublimit (TBD) for L/Cs
L/C ISSUING BANK: Fleet
AVAILABILITY: Advances under the Revolver may be borrowed, repaid and
reborrowed until Maturity.
MATURITY: Five (5) years from the Closing Date
Uno Acquisition Corp. Page 3
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II. TERM LOAN A
AMOUNT: $40,000,000
MATURITY: Five (5) years from the Closing Date.
AMORTIZATION: Term Loan A shall be payable in equal quarterly installments,
commencing on the last day of the sixth month following the
Closing Date, in accordance with the schedule shown in
Exhibit I attached.
III. TERM LOAN B
AMOUNT: $15,000,000.
MATURITY: Six (6) years from the Closing Date.
AMORTIZATION: Term Loan B shall be payable in equal quarterly installments,
commencing on the last day of the sixth month following the
Closing Date, in accordance with the schedule shown in
Exhibit I attached.
GENERAL PROVISIONS
COMMITMENT FEE: A fee on the unused portion of the Revolver payable quarterly
in arrears at a rate per annum of 0.50% after the Closing
Date.
INTEREST RATES: Interest rates shall be Fleet's Base Rate or the Eurodollar
Rate plus, in each case, the Applicable Margin. Base Rate
will be defined as the higher of the base rate announced by
Fleet from time to time or the Federal Funds Rate plus 1/2%.
Eurodollar Rate loans will be available for 1, 2, 3 or 6
month periods. Customary provisions regarding breakage costs,
reserves, taxes, illegality, etc. shall apply. The credit
agreement will restrict the number of Eurodollar Rate loans,
which may be outstanding at any one time.
APPLICABLE MARGIN: In accordance with Exhibit II attached.
DEFAULT PRICING: Applicable Margin over the Base Rate + 3%.
Uno Acquisition Corp. Page 4
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LETTER OF CREDIT FEE: A per annum fee equal to the Applicable Eurodollar Margin
for Revolving Credit Loans, payable on the face amount of
each outstanding L/C quarterly in arrears. Fees to be
shared by the Revolving Credit Lenders on a pro rata
basis. L/Cs issued under the Revolver shall count as
utilization for all purposes, including the commitment
fee calculation. An additional 1/4% per annum shall be
paid to Fleet as the Issuing Bank as a fronting fee, in
addition to customary administrative fees.
OTHER FEES: As indicated in the Fee Letters among the Borrower, the
Agents and the Arrangers.
YIELD PROTECTION: Within 90 days of closing, the Borrower shall obtain
interest rate protection on a notional amount and at a
rate and tenor satisfactory to the Agents (typically 50%
of the principal amount of the Term Loans).
OPTIONAL
PREPAYMENTS: Optional prepayments shall be permitted at any time
(subject to breakage costs if paid prior to any
Eurodollar interest rate period, if applicable) in
minimum amounts of $100,000. Optional prepayments shall
be applied ratably to the remaining scheduled principal
payments on the Term Loans on a pro rata basis based on
principal amount until repaid in full.
MANDATORY
PREPAYMENTS: 1. 100% of net proceeds from asset sales (other than in
the ordinary course of business), equity issuance in
excess of $10,000,000, new debt issuance, tax refunds and
insurance claims not reinvested within 270 days. Net
proceeds will be applied first to required principal
repayments of Term Loan A and Term Loan B (on a pro rata
basis) in inverse order of maturity and then to permanent
reductions of the Revolver until fully repaid.
2. The percentage specified below of Excess Operating
Cash Flow (as defined below) as follows: (a) 75% of
Excess Operating Cash Flow when the Leverage Ratio is
greater than 1.75x; and (b) 50% of Excess Operating Cash
Flow when the Leverage Ratio is less than or equal to
1.75x.
Excess Operating Cash Flow shall be defined as pretax
income plus depreciation and amortization minus the sum
of (a) capital expenditures in excess of the amount
financed by other permitted indebtedness, (b) cash income
taxes,
Uno Acquisition Corp. Page 5
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(c) required principal payments and prepayments, and (d)
any voluntary Term Loan prepayments during such period.
Excess Operating Cash Flow repayments will be payable 120
days after the end of each fiscal year, beginning
September 30, 2002 and applied first (on a PRO RATA
basis) to required principal repayments of Term Loan A
and Term Loan B on a pro-rata basis to the remaining
scheduled principal payments. Any then remaining Excess
Operating Cash Flow shall be applied to reduce then
outstanding borrowings under the Revolver until fully
repaid.
COLLATERAL: The Revolver and the Term Loans will share a common
collateral pool consisting of (a) a first perfected
pledge of and security interest in one hundred percent
(100%) of the capital stock of the Borrower and
Guarantors and (b) a first perfected security interest in
all assets of the Borrower and Guarantors (excluding only
its interests in the FFCA Master Lease), including but
not limited to accounts and notes receivable,
intercompany loans, franchise agreements, inventory,
equipment, owned real property, all licenses, stock of
subsidiaries and intangible assets (including patents,
trademarks, copyrights etc.), subject to permitted
encumbrances set forth in the credit agreement. At all
times after an Event of Default, the Borrower will
provide the Administrative Agent with dominion over its
domestic cash receipts through lock box accounts with
Fleet or agency agreements with other institutions. The
Borrower will provide customary real estate collateral
support, such as title insurance, environmental studies,
surveys, zoning compliance, etc. The Borrower will use
its reasonable best efforts to obtain landlord waivers
and consents from all lessors of leased property and will
assist the Agent in seeking to obtain leasehold mortgages
(and lessor consents thereto) on leased real property to
the extent requested by the Administrative Agent based
upon its due diligence.
Uno Acquisition Corp. Page 6
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REPRESENTATIONS
AND WARRANTIES: Usual and customary for facilities of this type,
including but not limited to, organization, authority,
enforceability, financial statements, compliance with law
and other instruments, governmental approvals, material
contracts, environmental matters, absence of material
adverse change, absence of material litigation, absence
of default or unmatured default, no conflict with
material agreements, payment of taxes and certain
business-specific matters. Additional representations and
warranties may be proposed based upon the results of the
Agents' due diligence.
FINANCIAL
COVENANTS: Usual and customary for facilities of this type.
Consolidated Financial Covenants will be measured
quarterly (except for Minimum Net Worth, which shall be
subject to the covenant levels described below at all
times) on a rolling four-quarter basis and include,
without limitation, the following (see Exhibit III for
definitions):
1. MAXIMUM CONSOLIDATED LEVERAGE RATIO. The ratio of
Consolidated Funded Indebtedness to Consolidated EBITDA
(the "Leverage Ratio") for each period of four
consecutive quarters shall not exceed 2.50x.
2. MINIMUM NET WORTH: Net worth will at all times be at
least the net worth reported in the Borrower's pro forma
closing balance sheet, stepping up each fiscal year
thereafter by 50% of Consolidated Net Income and 100% of
the net proceeds of new equity issuance.
3. CONSOLIDATED CASH FLOW RATIO: The ratio of
Consolidated Cash Flow to Consolidated Financial
Obligations for any period of four consecutive fiscal
quarters shall not be less than 1.20x.
4. CONSOLIDATED CAPITAL EXPENDITURES: CAPITAL
Expenditures during each fiscal year shall not exceed
amounts set forth in the Projections dated March 21,
2001.
100% of the unused portion of the Capital Expenditure
basket for any year (calculated without reference to any
carry over amounts from prior years) may be carried over
to the corresponding basket for the next fiscal year.
5. CONSOLIDATED OPERATING LEASE (RENT) EXPENSE: Total
Consolidated Operating Lease Expense for each period of
four
Uno Acquisition Corp. Page 7
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consecutive quarters shall not exceed 110% of the amounts
set forth in the Projections dated March 21, 2001.
6. MINIMUM CONSOLIDATED EBITDA: Total Consolidated EBITDA
for each period of four consecutive quarters shall be no
less than the amounts set forth below:
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Period Minimum
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From Closing through 9/28/02 $26,000,000
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From 9/29/02 through 9/27/03 $28,700,000
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From 9/28/03 through 10/02/04 $30,400,000
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From 10/03/04 through 10/01/05 $32,500,000
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From 10/02/05 through 9/30/06 $34,600,000
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From 10/01/06 thereafter $37,000,000
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Financial covenant levels shall have step-ups (in the
case of minimum requirements) and step-downs (in the case
of maximum requirements) in amounts and intervals to be
determined by the Agents and Arrangers.
FINANCIAL REPORTS: Financial information to include audited annual (with
management letters) and unaudited monthly and quarterly
consolidated and consolidating financial statements and
unaudited monthly, quarterly and annual store-by-store
financial statements, including no default certificate
and calculations demonstrating compliance with all
covenants, and other information as may be reasonably
required by the Administrative Agent.
OTHER COVENANTS: Usual and customary for facilities of this type,
including but not limited to, restrictions on other
indebtedness including subordinated indebtedness and
purchase money equipment financing (in amounts to be
agreed upon), guarantees, non-cancelable rental payments
due under operating leases, other liabilities, an
agreed-upon maximum percentage of unprofitable units
(excluding units that have been in operation for less
than twelve months), liens, acquisitions, investments,
dividends and other distributions, mergers, sales of
assets, sale and leaseback transactions, distributions,
restricted payments, voluntary payments of other funded
debt, derivative contracts, affiliate transactions,
negative pledges, in each case subject to agreed-upon
exceptions and standard affirmative covenants, regarding
payment of claims and taxes, records and accounts,
notices, inspection rights, bank accounts, conduct of
business, compliance with laws and contracts, maintenance
of insurance, maintenance of office, ERISA compliance,
further assurances,
Uno Acquisition Corp. Page 8
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etc. Additional covenants, such as an appraisal on any
owned real estate may be proposed based upon the results
of the Agents' due diligence.
EVENTS OF DEFAULT: Usual and customary for facilities of this type,
including but not limited to, failure to pay any
interest, principal or other amounts when due, failure to
comply with covenants, inaccurate or false
representations or warranties, cross defaults, change of
control, judgment defaults, ERISA, bankruptcy and
insolvency.
CLOSING CONDITIONS: Closing shall be conditioned upon the satisfaction of the
following conditions precedent and other conditions
customary to transactions of this type or reasonably
required by the Agents:
1. Satisfactory completion of due diligence.
2. Satisfactory representations and warranties and
satisfactory documentation, including without
limitation loan documentation, security
documentation, merger agreements, and any other
agreements deemed necessary or appropriate by the
Agents or Agents' counsel in connection with the
Facilities and the Recapitalization, and opinions of
counsel
3. Satisfactory indemnifications and environmental
reports on any owned real estate.
4. Satisfactory corporate and capital structure of the
Recapitalization including, but not limited to, (i)
a minimum equity capital contribution by the
management investors of at least 7,308,356 common
shares and retained options equivalent to shares of
Uno in the Recapitalization, at least 6,445,000 of
which shall be common shares of Uno and (ii)
placement of $37,200,000 sale leaseback transactions
on terms acceptable to the Agents and the Arrangers,
and (iii) day one Revolver usage not exceeding
$12,250,000 (including L/Cs). Other than amounts
drawn under the Facilities, the sale leaseback
transactions discussed above, and approximately
$4,500,000 of existing capitalized leases and
mortgages, there shall be no funded debt at Closing
(subject to exceptions approved by the Agents and
Arrangers).
5. Completion of the Recapitalization (including the
merger of the Borrower into Uno) on terms and
conditions satisfactory to the Agents and the
Arrangers, including but not limited to the purchase
of a maximum of 4,550,000 million common shares of
Uno at a maximum share price of $9.75 per share to
public shareholders.
Uno Acquisition Corp. Page 9
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6. The Agents' satisfaction that the Recapitalization
and Facilities comply with all applicable laws
including without limitation securities laws.
7. Absence of any litigation or other proceeding the
result of which might impair or prevent the
consummation of the transactions contemplated
hereby.
8. Without limiting the foregoing, after giving effect
to the borrowings on the Closing Date, the Leverage
Ratio shall not exceed 2.37x.
9. Without limiting the foregoing, at Closing the
trailing 4 quarter EBITDA shall be no less than
$30,000,000.
10. No material adverse change in the assets or business
of the Borrower (including Uno) or Guarantors as
represented in the Uno's October 1, 2000 10-K
filing, any other filings with the Securities and
Exchange Commission made prior to the date hereof or
any other publicly available information existing on
the date hereof, the financial condition of the
Borrower or Guarantors as represented in the
consolidated financial statements relating to them
for the fiscal quarter ending December 31, 2000, the
management or prospects of the Borrower or
Guarantors, or in the ability of any of the Borrower
or the Guarantors to perform their respective
obligations or to complete the Recapitalization; in
addition, no material adverse changes in
governmental regulation or policy affecting the
Agents, Arrangers or any of the Borrowers or the
Guarantors and no material changes or disruptions in
the syndication, financial or capital markets that
could materially impair the syndication of the
Facilities prior to closing.
11. Satisfactory 6-year projections (the "Projections")
prepared by management of the Borrower in good faith
based upon reasonable assumptions and no material
misstatements in or material omissions from
materials previously delivered to the Agents and
Arrangers.
12. Receipt by the Administrative Agent of a
satisfactory day one balance sheet and sources and
uses of funds, showing the effects of the
Recapitalization, the refinancing required as a
result of the Recapitalization, and compliance with
Financial Covenants and other terms and conditions
of the Facilities outlined herein.
13. The existing debt (with exceptions to be agreed upon
for existing capitalized lease obligations and
certain other mortgage debt to be determined)
contemplated to be repaid in connection with the
Recapitalization shall have been repaid in full, all
credit facilities with respect thereto
Uno Acquisition Corp. Page 10
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shall be terminated and all liens in connection
therewith shall have been released.
14. All filings and other actions required to create and
perfect a first priority security interest in all
collateral of the Borrower and Guarantors shall have
been duly made or taken, and all such collateral
shall be free and clear of other liens (subject to
limited exceptions to be negotiated).
15. The Administrative Agent shall have received the
results of a recent lien search in each of the
jurisdictions where assets of any of the Borrower or
Guarantors are located, and such search shall reveal
no liens on any of the assets of the Borrower or
Guarantors except for liens approved by the
Administrative Agent.
16. The Agents and Arrangers shall have completed and be
satisfied in all respects with its confirmatory
legal due diligence investigation of the Borrower.
17. The Lenders shall have received such evidence
requested by the Administrative Agent from officers
of the Borrower as to the Borrower's solvency on a
consolidated basis after giving effect to the
Recapitalization.
18. The Agent's receipt of satisfactory evidence of
compliance with all applicable laws, applicable
third party consents have been obtained, appropriate
corporate approval, as well as opinions of counsel
satisfactorily covering matters customary in similar
transactions.
19. The Borrower shall have paid to the Agents and
Arrangers all fees and reasonable expenses payable
in connection with the Facilities described herein.
SYNDICATION
MATTERS: Fleet will act as the exclusive administrative agent for
the Facilities and FSI and STES will act as the
Arrangers, advisers and syndication manager for the
Facilities and, in such capacities, each of the Fleet,
FSI and STES will perform the duties and exercise the
authority customarily associated with such roles.
FSI and STES will manage all aspects of the syndication,
including the selection of Lenders, the determination of
when FSI and STES will approach potential Lenders and the
final allocations among the Lenders. The Borrower agrees
to assist FSI and STES actively in achieving a timely
syndication that is reasonably satisfactory to FSI and
STES, such assistance to include, among other things, (a)
direct contact during the syndication between the
Borrower's senior officers, representatives and advisors,
on the one hand, and prospective
Uno Acquisition Corp. Page 11
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Lenders, on the other hand at such times and places as
FSI and STES may reasonably request, (b) providing to FSI
and STES all financial and other information with respect
to the Borrower and the transactions contemplated that
FSI and STES may reasonably request, including but not
limited to financial projections relating to the
foregoing, and (c) assistance in the preparation of a
confidential information memorandum and other marketing
materials to be used in connection with the syndication.
The Borrower agrees that, prior to and during the
syndication of the Facilities, the Borrower will not
permit any offering, placement or arrangement of any
competing issues of debt securities or commercial bank
facilities of the Borrower and any of its subsidiaries
other than the issuance of a $37,200,000 sale leaseback
referred to above.
Fleet, FSI, SunTrust and STES shall be entitled to change
the structure, terms, pricing and/or amounts of any
portion of the Facilities if Fleet, FSI, SunTrust and
STES determine that the change is advisable in order to
ensure a successful syndication of the Facilities or an
optimal credit structure for the Facilities.
EXPENSES: The Borrower will pay all reasonable fees and expenses
incurred by the Agents and Arrangers in connection with
the preparation and execution of the Facilities. These
will include, without limitation, legal, syndication,
collateral examination, appraisal, environmental survey
and other direct out-of-pocket expenses.
ASSIGNMENTS AND
PARTICIPATIONS: Lenders shall be permitted to grant participations or
assignments of their loans and commitments in accordance
with standard LSTA terms. Any Lender will be permitted to
assign a portion of the Facilities (on a non pro-rata
basis) to another financial institution in minimum
amounts of $1,000,000, subject to consent of the Borrower
(so long as no Default exists) and the Agents, which
consent will not be unreasonably withheld.
VOTING RIGHTS: Lenders holding 66 2/3% of all of the outstanding
commitments under the Revolver and Term Loans for all
amendments and waivers, provided that the following shall
require 100% of the Lenders: (1) increase in commitments;
(2) decreases in interest rates or fees; (3) postponement
of scheduled amortization or final maturity; (4) release
of all or
Uno Acquisition Corp. Page 12
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substantially all of the collateral; and (5) changes in
the percentage voting rights.
INDEMNIFICATION: The Borrower shall indemnify the Agents, Arrangers and
the Lenders against all losses, liabilities, claims,
damages or expenses relating to their loans, the loan
documents, the Borrower's use of loan proceeds or the
commitments and the Recapitalization, including but not
limited to attorneys and other professional fees and
settlement costs.
GOVERNING LAW: Commonwealth of Massachusetts.
AGENT'S COUNSEL: Goodwin Procter LLP
ACCEPTED AS OF MAY 15, 2001
UNO ACQUISITION CORP.
BY: /s/ Robert M. Vincent
----------------------------------------
NAME: ROBERT M. VINCENT
TITLE: EXECUTIVE VICE PRESIDENT
UNO RESTAURANT HOLDINGS CORPORATION
BY: /s/ Robert M. Vincent
----------------------------------------
NAME: ROBERT M. VINCENT
TITLE: EXECUTIVE VICE PRESIDENT
Uno Acquisition Corp. Page 13
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Exhibits for Summary Terms and Conditions
EXHIBIT I
AMORTIZATION
TERM LOAN A TERM LOAN B TOTAL AMORTIZATION
Year 1 $4,000,000 $75,000 $4,075,000
Year 2 7,500,000 165,000 7,665,000
Year 3 8,500,000 165,000 8,665,000
Year 4 9,500,000 165,000 9,665,000
Year 5 10,500,000 165,000 10,665,000
Year 6 14,265,000 14,265,000
========================== ============================ ==================================
$40,000,000 $15,000,000 $55,000,000
========================== ============================ ==================================
Uno Acquisition Corp. Page 14
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Exhibits for Summary of Terms and Conditions
EXHIBIT II
APPLICABLE MARGIN
LEVERAGE RATIO REVOLVER
LEVEL & TERM LOAN A TERM LOAN B
ALT. BASE + EURO + ALT. BASE + EURO +
I. > = 2.00x 2.00% 3.50% 2.50% 4.00%
II. > = 1.50x < 2.00x 1.75% 3.25% 2.50% 4.00%
III. > = 1.00x < 1.50x 1.50% 3.00% 2.25% 3.75%
IV. < 1.00x 1.25% 2.75% 2.25% 3.75%
Pricing shall be locked at Level I for nine months after the Closing Date. Upon
the Administrative Agent's receipt of the first compliance certificate following
the ninth month and thereafter Pricing shall be determined in accordance with
the above grid.
Uno Acquisition Corp. Page 15
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UNO ACQUISITION CORP.
Exhibits for Summary of Terms and Conditions
EXHIBIT III
DEFINITIONS
CAPITAL
EXPENDITURES: Amounts expended or financed for capital assets and
restaurant pre-opening costs.
CONSOLIDATED
CASH FLOW: For any period, the sum of (a) the Consolidated Pre-tax
Income of the Borrower and its subsidiaries for such
period, MINUS (b) cash income taxes during such period,
PLUS (c) the aggregate amount of consolidated
depreciation and amortization charges made in calculating
Consolidated Pre-tax Income for such period, PLUS (d) the
Consolidated rent expense of the Borrower PLUS (e) the
Consolidated Interest Charges of the Borrower and its
subsidiaries for such period, plus (f) certain other
consolidated net non cash charges acceptable to the
Agents and Arrangers, PLUS (g) certain other one time
cash charges acceptable to the Agents and Arrangers MINUS
Maintenance Capital Expenditures during such period.
CONSOLIDATED
EBITDAR: For any period, the sum of (a) the Consolidated Pre-tax
Income of the Borrower and its subsidiaries for such
period, PLUS (b) the Consolidated Interest Charges and
Rental Expense of the Borrower and its subsidiaries for
such period, PLUS (c) consolidated depreciation and
amortization expenses of the Borrower and its
subsidiaries for such period, PLUS (d) certain other
consolidated net non-cash charges of the Borrower and its
subsidiaries acceptable to the Agents and Arrangers PLUS
(e) certain other one time cash charges acceptable to the
Agents and Arrangers.
CONSOLIDATED
EBITDA: For any period, the sum of (a) the Consolidated Pre-tax
Income of the Borrower and its subsidiaries for such
period, PLUS (b) the Consolidated Interest Charges of the
Borrower and its subsidiaries for such period, PLUS (c)
consolidated depreciation and amortization expenses of
the Borrower and its subsidiaries for such period, PLUS
(d) certain other consolidated net non-cash charges of
the Borrower and its subsidiaries acceptable to
Uno Acquisition Corp. Page 16
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the Agent and Arrangers PLUS certain other one time cash
charges acceptable to the Agent and Arrangers.
CONSOLIDATED
FINANCIAL
OBLIGATIONS: For any period, the sum of all scheduled payments
(including without limitation, principal, interest and
commitment fees) on Indebtedness of the Borrower and its
subsidiaries, including capital leases, plus consolidated
rent expense, which came due during such period.
CONSOLIDATED
FUNDED
INDEBTEDNESS: At any time, the sum of (a) the aggregate amount of
Indebtedness of the Borrower and its subsidiaries, on a
consolidated basis, relating to the borrowing of money or
the obtaining of credit or in respect of capitalized
leases, PLUS (b) the aggregate maximum drawing amount of
all letters of credit outstanding, PLUS (without
duplication) (c) all Indebtedness guaranteed by the
Borrower or any of its subsidiaries.
CONSOLIDATED
NET INCOME: The consolidated net income of the Borrower and its
subsidiaries for any period determined in accordance with
generally accepted accounting principles consistently
applied.
GROWTH CAPITAL
EXPENDITURES: Capital Expenditures (including restaurant pre-opening
costs) for existing concept growth in the Borrower's
projections in amounts reasonably acceptable to the
Agent.
INDEBTEDNESS: All obligations, contingent or otherwise, that in
accordance with generally accepted accounting principles
should be classified on the obligor's balance sheet as
liabilities, or to which reference should be made by
footnotes.
MAINTENANCE CAPITAL
EXPENDITURES: All Capital Expenditures other than those constituting
Growth Capital Expenditures.
FLEET NATIONAL BANK
100 Federal Street
Boston, MA 02110
SUNTRUST BANK
201 Fourth Avenue North, 3rd Floor
Nashville, TN 37219
May 11, 2001
$75,000,000
Senior Secured Credit Facilities
UNDERWRITING FEE LETTER
UNO RESTAURANT CORPORATION
100 Charles Park Road
West Roxbury, MA 02132
UNO RESTAURANT HOLDINGS CORPORATION
UNO ACQUISITION CORP.
100 Charles Park Road
West Roxbury, MA 02132
Ladies and Gentlemen:
This letter is delivered to you in connection with the $75,000,000
Senior Secured Credit Facilities Commitment Letter (the "Commitment Letter") of
even date herewith among Fleet National Bank ("Fleet"), SunTrust Bank
("SunTrust" and together with Fleet, the "Underwriting Lenders"), Uno
Acquisition Corp. ("Uno Acquisition"), Uno Restaurant Holdings Corporation
("URHC") and Uno Restaurant Corporation ("Uno" and collectively with Uno
Acquisition and URHC, the "Companies"), regarding the arrangement, underwriting
and syndication of the Credit Facilities described therein. Unless otherwise
defined herein, capitalized terms shall have the meanings set forth in the
Commitment Letter and the Summary of Terms and Conditions attached thereto. In
connection with, and in consideration of the agreements contained in the
Commitment Letter, the Companies agree with the Underwriting Lenders and the
Arrangers as follows:
Uno Restaurant Corporation
Uno Restaurant Holdings Corporation
Uno Acquisition Corp.
May 11, 2001
Page 2
UNDERWRITING FEE. The Companies will pay to the Underwriting Lenders an
aggregate underwriting fee of $1,700,000 for their own account to be allocated
among the Underwriting Lenders on a pro rata basis. Such fee shall be for
underwriting a portion of the Credit Facilities and shall be earned and payable
as follows: $425,000 has been earned in full and paid upon the signed acceptance
by URHC and Uno Acquisition of the Preliminary Summary of Terms and Conditions;
$425,000 shall be earned in full and payable upon Fleet's issuance of an
Informational Memorandum to Lenders; and $850,000 shall be earned in full and
payable upon the closing of the Credit Facilities.
Uno, URHC and Uno Acquisition hereby agree that Uno will be responsible
for paying 66.67% of the Underwriting Fee as and when due and payable, and URHC
and Uno Acquisition will be responsible for paying 33.33% of the Underwriting
Fee as and when due and payable in accordance with the terms hereof. The
obligations of Uno, on the one hand, and Uno Acquisition and URHC, on the other
hand, hereunder with respect to the Underwriting Fee shall be several and not
joint and several, and the obligations of URHC and Uno Acquisition hereunder
with respect to the Underwriting Fee shall be joint and several.
The fees payable above shall be fully-earned upon becoming due and
payable, shall be non-refundable for any reason whatsoever and shall be in
addition to any other fee, cost or expense payable pursuant to the Credit
Facilities. The Underwriting Lenders reserve the right to allocate, in whole or
in part, to one or more of their affiliates any of the fees payable to them.
If the foregoing is in accordance with your understanding, please
execute and return this letter to us.
Very truly yours,
FLEET NATIONAL BANK
By: /s/ Elise M. Russo
-------------------------------------
Name: Elise M. Russo
Title: Senior Vice President
Uno Restaurant Corporation
Uno Restaurant Holdings Corporation
Uno Acquisition Corp.
May 11, 2001
Page 3
SUNTRUST BANK
By: /s/ Vipul H. Patel
--------------------------------------
Name: Vipul H. Patel
Title: Director
Accepted and agreed to as of the date first above written:
UNO RESTAURANT CORPORATION
By: /s/ Robert M. Vincent
--------------------------------------------
Name: Robert M. Vincent
Title: Executive Vice President
UNO ACQUISITION CORP.
By: /s/ Robert M. Vincent
--------------------------------------------
Name: Robert M. Vincent
Title: Executive Vice President
UNO RESTAURANT HOLDINGS CORPORATION
By: /s/ Robert M. Vincent
--------------------------------------------
Name: Robert M. Vincent
Title: Executive Vice President
FLEET NATIONAL BANK
100 Federal Street
Boston, MA 02110
May 11, 2001
$75,000,000
Senior Secured Credit Facilities
ADMINISTRATIVE AGENT FEE LETTER
UNO RESTAURANT CORPORATION
100 Charles Park Road
West Roxbury, MA 02132
UNO RESTAURANT HOLDINGS CORPORATION
UNO ACQUISITION CORP.
100 Charles Park Road
West Roxbury, MA 02132
Ladies and Gentlemen:
This letter is delivered to you in connection with the $75,000,000
Senior Secured Credit Facilities Commitment Letter (the "Commitment Letter")
of even date herewith among Fleet National Bank ("Fleet"), SunTrust Bank
("SunTrust"), Uno Acquisition Corp. ("Uno Acquisition"), Uno Restaurant
Holdings Corporation ("URHC") and Uno Restaurant Corporation ("Uno" and
collectively with Uno Acquisition and URHC, the "Companies"), regarding the
arrangement, underwriting and syndication of the Credit Facilities described
therein. Unless otherwise defined herein, capitalized terms shall have the
meanings set forth in the Commitment Letter and the Summary of Terms and
Conditions attached thereto. In connection with, and in consideration of the
agreements contained in the Commitment Letter, the Companies agree with the
Underwriting Lenders and the Arrangers as follows:
STRUCTURING FEE. The Companies will pay to Fleet an aggregate structuring fee
of $250,000 for its own account. Such fee shall be for structuring of the
Credit Facilities and shall be earned and payable as follows: $62,500 has been
earned in full and was payable upon the signed acceptance by URHC and Uno
Acquisition of the Preliminary Summary of Terms and Conditions; $62,500 shall
be earned in full and payable upon
Uno Restaurant Corporation
Uno Restaurant Holdings Corporation
Uno Acquisition Corp.
May 11, 2001
Page 2
Fleet's issuance of an Informational Memorandum to Lenders; and $125,000 shall
be earned in full and payable upon the closing of the Credit Facilities.
ADMINISTRATIVE AGENT'S FEE. The Loan Parties will pay an annual
Administrative Agent's fee of $100,000 to Fleet, for its own account as
Administrative Agent for the Lenders under the Credit Facilities. Such fee
shall be earned in full and payable annually in advance upon the closing of
the Credit Facilities, and on each anniversary thereof, until the Credit
Facilities terminate.
Uno, URHC and Uno Acquisition hereby agree that Uno will be
responsible for paying 66.67% of the Structuring Fee as and when due and
payable, and URHC and Uno Acquisition will be responsible for paying 33.33%
of the Structuring Fee as and when due and payable in accordance with the
terms hereof. The obligations of Uno, on the one hand, and Uno Acquisition
and URHC, on the other hand, hereunder with respect to the Structuring Fee
shall be several and not joint and several, and the obligations of URHC and
Uno Acquisition hereunder with respect to the Structuring Fee shall be joint
and several.
The fees payable above shall be fully-earned upon becoming due and
payable, shall be non-refundable for any reason whatsoever and shall be in
addition to any other fee, cost or expense payable pursuant to the Credit
Facilities. Fleet reserves the right to allocate, in whole or in part, to one or
more of its affiliates any of the fees payable to it.
If the foregoing is in accordance with your understanding, please
execute and return this letter to us.
Very truly yours,
FLEET NATIONAL BANK
By: /s/ Elise M. Russo
-----------------------------------
Name: Elise M. Russo
Title: Senior Vice President
Uno Restaurant Corporation
Uno Restaurant Holdings Corporation
Uno Acquisition Corp.
May 11, 2001
Page 3
Accepted and agreed to as of the date first above written:
UNO RESTAURANT CORPORATION
By: /s/ Robert M. Vincent
--------------------------------------------
Name: Robert M. Vincent
Title: Executive Vice President
UNO ACQUISITION CORP.
By: /s/ Robert M. Vincent
-------------------------------------------
Name: Robert M. Vincent
Title: Executive Vice President
UNO RESTAURANT HOLDINGS CORPORATION
By: /s/ Robert M. Vincent
-------------------------------------------
Name: Robert M. Vincent
Title: Executive Vice President