EXHIBIT 4.6
NE RESTAURANT COMPANY, INC.
$100,000,000
10 3/4% Senior Notes due 2008
AMENDMENT NO. 1 TO
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EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
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July 21, 1998
CHASE SECURITIES INC.
BANCBOSTON SECURITIES INC.
c/o Chase Securities Inc.
270 Park Avenue, 4th Floor
New York, New York 10017
Ladies and Gentlemen:
On July 20, 1998, NE Restaurant Company, Inc., a Delaware corporation
(the "Company"), issued and sold to Chase Securities Inc. ("CSI") and
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BancBoston Securities, Inc. (together with CSI, the "Initial Purchasers"), upon
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the terms and subject to the conditions set forth in a purchase agreement dated
July 13, 1998 (the "Purchase Agreement"), $100,000,000 aggregate principal
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amount of its 10 3/4% Senior Notes due 2008 (the "Notes"), which Notes are to
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be unconditionally guaranteed (the "Guarantees", and, together with the Notes,
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the "Securities"), on a senior unsecured basis, by each Guarantor. On July 21,
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1998, the Company used the proceeds from the sale of the Securities, along with
additional funds, to acquire Bertucci's, Inc. ("Bertucci's"), which, along with
all of its subsidiaries, shall provide Guarantees for the Notes. Capitalized
terms used but not deemed herein shall have the meanings given to such terms in
the Purchase Agreement.
Pursuant to Section 10(a) of the Exchange and Registration Rights
Agreement (the "Agreement"), dated as of July 20, 1998, the Company and the
Initial Purchasers agreed to amend the Agreement for the purpose of adding
Bertucci's and its subsidiaries as parties thereto.
Accordingly, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto agree to amend the Agreement for the purpose of making
Bertucci's, Bertucci's Restaurant Corp., Bertucci's of Ann Arundel County,
Inc., Bertucci's of Columbia, Inc., Bertucci's of Baltimore County, Inc.,
Bertucci's of Bel Air, Inc., Bertucci's of White Marsh, Inc., Berestco, Inc.,
Bertucci's Securities Corp. and Sal & Vinnie's Sicilian Steakhouse, Inc.
parties thereto.
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.
This Amendment may be executed in one or more counterparts (which may
include counterparts delivered by telecopier) and, if executed in more than one
counterpart, the executed counterparts shall each be deemed to be an original,
but all such counterparts shall together constitute one and the same
instrument.
2
Please confirm that the foregoing correctly sets forth the agreement
among the Company, the Guarantors and the Initial Purchasers.
Very truly yours,
NE RESTAURANT COMPANY, INC.
By /s/ Dennis D. Pedra
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Name: Dennis D. Pedra
Title: President
BERTUCCI'S, INC.
By /s/ Dennis D. Pedra
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Name: Dennis D. Pedra
Title: President
BERTUCCI'S RESTAURANT CORP.
By /s/ Dennis D. Pedra
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Name: Dennis D. Pedra
Title: President
BERTUCCI'S OF ANN ARUNDEL COUNTY, INC.
By /s/ Dennis D. Pedra
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Name: Dennis D. Pedra
Title: President
BERTUCCI'S OF COLUMBIA, INC.
By /s/ Dennis D. Pedra
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Name: Dennis D. Pedra
Title: President
BERTUCCI'S OF BALTIMORE COUNTY, INC.
By /s/ Dennis D. Pedra
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Name: Dennis D. Pedra
Title: President
3
BERTUCCI'S OF BEL AIR, INC.
By /s/ Dennis D. Pedra
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Name: Dennis D. Pedra
Title: President
BERTUCCI'S OF WHITE MARSH, INC.
By /s/ Dennis D. Pedra
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Name: Dennis D. Pedra
Title: President
BERESTCO, INC.
By /s/ Dennis D. Pedra
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Name: Dennis D. Pedra
Title: President
BERTUCCI'S SECURITIES CORP.
By /s/ Dennis D. Pedra
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Name: Dennis D. Pedra
Title: President
SAL & VINNIE'S SICILIAN STEAKHOUSE, INC.
By /s/ Dennis D. Pedra
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Name: Dennis D. Pedra
Title: President
4
Accepted:
CHASE SECURITIES INC.
By /s/ Jeffrey Blumin
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Authorized Signatory
BANCBOSTON SECURITIES INC.
By /s/ Steve DeMenna
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Authorized Signatory