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EXHIBIT 10.24
FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
-------------------------------------
FIRST AMENDMENT (this "AMENDMENT"), dated as of October 31, 1996, to
the Amended and Restated Credit Agreement, dated as of September 12, 1996 (the
"CREDIT AGREEMENT"), among The Ground Round, Inc. (the "FIRST BORROWER"), a
Delaware corporation, GR of Minn., Inc., a Delaware corporation (the "SECOND
BORROWER", and together with the First Borrower, the "BORROWERS"), the banks
named therein (the "LENDERS"), The Bank of New York, as Agent (the "AGENT") and
The Chase Manhattan Bank, as Co-Agent.
PRELIMINARY STATEMENTS:
A. The Borrowers desire to amend the Credit Agreement to modify
certain covenants set forth therein as more fully provided for herein.
B. The Lenders and the Agent are willing to amend the Credit
Agreement with respect to the foregoing subject to the terms and conditions
contained herein.
C. Unless otherwise defined herein, all terms defined in the
Credit Agreement shall be used herein as therein defined.
In consideration of the covenants, conditions and agreements
hereinafter set forth, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties agree as
follows:
SECTION 1. Amendments to Credit Agreement.
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The Credit Agreement is, effective as of the date hereof and subject to
the satisfaction of the conditions precedent set forth in Section 2 below,
hereby amended as follows:
(a) Section 1.01 is hereby amended by inserting the following new
definition:
"`FIRST AMENDMENT': means the First Amendment,
dated as of October 31, 1996, to this Agreement".
(b) Section 5.01(n) is hereby amended by deleting the table set
forth therein in its entirety and inserting in lieu thereof the following table:
FISCAL PERIOD NET WORTH
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October 1996 $37,569,178
November 1996 $37,017,618
December 1996 $36,937,414
January 1997 $35,940,057
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February 1997 $35,265,357
March 1997 $35,076,640
April 1997 $34,538,496
May 1997 $34,019,967
June 1997 $33,933,672
July 1997 $33,534,161
August 1997 $33,223,422
September 1997 $33,216,537
October 1997 $32,918,858
November 1997 $32,705,473
December 1997 $32,936,692
(c) Section 5.02(q) is hereby amended by deleting the first table
set forth therein in its entirety and inserting in lieu thereof the following
table:
FISCAL PERIOD CUMULATIVE EBITDA
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October 1996 $ 1,002,596
November 1996 $ 1,572,872
December 1996 $ 2,886,257
January 1997 $ 3,005,736
February 1997 $ 3,433,872
March 1997 $ 4,624,744
April 1997 $ 5,176,436
May 1997 $ 5,747,743
June 1997 $ 7,024,037
July 1997 $ 7,709,362
August 1997 $ 8,483,459
September 1997 $ 9,833,163
October 1997 $10,614,320
November 1997 $11,479,771
December 1997 $13,060,579
SECTION 2. Conditions to Effectiveness.
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This Amendment shall become effective as of the date hereof, PROVIDED,
that the Agent shall have received counterparts of (i) this Amendment executed
by the Borrowers, the Lenders and the Agent and the Co-Agent, (ii) the Consent
appended hereto (the "CONSENT") executed by each of the Guarantors, and (iii)
such other documents as the Agent shall reasonably request.
SECTION 3. Representations and Warranties.
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The Borrowers hereby (a) reaffirm and admit the validity and
enforceability of the Loan Documents and all of their obligations thereunder,
(b) agree and admit that they have no defenses to or offsets against any of
their obligations to the Agent or any Lender under the Loan Documents, and (c)
represent and warrant that there
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exists no Default or Event of Default and that the representations and
warranties contained in the Credit Agreement are true and correct on and as of
the date hereof.
SECTION 4. Reference to and Effect on the Loan Documents.
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(a) Upon the effectiveness of this Amendment, on and after the
date hereof, each reference in the Credit Agreement to "this Agreement",
"hereunder", "hereof", "herein", or words of like import, and each reference in
the other Loan Documents to the Credit Agreement, shall mean and be a reference
to the Credit Agreement as amended hereby;
(b) Except as specifically amended or waived above, the Credit
Agreement and the Notes, and all other Loan Documents, shall remain in full
force and effect and are hereby ratified and confirmed. Without limiting the
generality of the foregoing, the Collateral Documents and all Collateral
described therein shall continue to secure the payment of the obligations of the
Borrowers thereunder, under the Credit Agreement, as amended hereby, and under
the Notes and other Loan Documents; and
(c) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of any Lender or the Agent under any of the Loan
Documents, nor, except as provided herein, constitute a waiver of any provision
of any of the Loan Documents.
SECTION 5. Costs and Expenses.
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The Borrowers agree to pay on demand all reasonable costs and expenses
of the Agent in connection with the arranging, preparation, reproduction,
execution and delivery of this Amendment and the other instruments and documents
to be delivered hereunder, including the reasonable fees and expenses of Zalkin,
Rodin & Goodman, LLP, special counsel for the Agent, with respect thereto, and
of local counsel, if any, who may be retained by said special counsel with
respect thereto.
SECTION 6. Counterparts.
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This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which shall be an
original and all of which together shall constitute but one and the same
document.
SECTION 7. Governing Law.
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This Amendment is intended to be performed in the State of New York and
shall be construed and is enforceable in accordance with,
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and shall be governed by, the internal laws of the State of New York without
regard to principles of conflict of laws.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first above written.
THE GROUND ROUND, INC.
By:
----------------------------------------
Name:
Title:
GR OF MINN., INC.
By:
----------------------------------------
Name:
Title:
THE BANK OF NEW YORK,
Individually and as Agent
By: /s/ J. B. Lifton
----------------------------------------
Name: J. B. Lifton
Title: Vice President
THE CHASE MANHATTAN BANK, Individually
and as Co-Agent
By:
----------------------------------------
Name:
Title:
BANK OF AMERICA ILLINOIS
By:
----------------------------------------
Name:
Title:
NBD BANK
By:
----------------------------------------
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:
----------------------------------------
Name:
Title:
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and shall be governed by, the internal laws of the State of New York without
regard to principles of conflict of laws.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first above written.
THE GROUND ROUND, INC.
By:
----------------------------------------
Name:
Title:
GR OF MINN., INC.
By:
----------------------------------------
Name:
Title:
THE BANK OF NEW YORK,
Individually and as Agent
By:
----------------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK, Individually
and as Co-Agent
By: /s/ Susan E. Atkins
----------------------------------------
Name: Susan E. Atkins
Title: Vice President
BANK OF AMERICA ILLINOIS
By:
----------------------------------------
Name:
Title:
NBD BANK
By:
----------------------------------------
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:
----------------------------------------
Name:
Title:
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and shall be governed by, the internal laws of the State of New York without
regard to principles of conflict of laws.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first above written.
THE GROUND ROUND, INC.
By:
----------------------------------------
Name:
Title:
GR OF MINN., INC.
By:
----------------------------------------
Name:
Title:
THE BANK OF NEW YORK,
Individually and as Agent
By:
----------------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK, Individually
and as Co-Agent
By:
----------------------------------------
Name:
Title:
BANK OF AMERICA ILLINOIS
By: /s/ S. ???
----------------------------------------
Name: S. ???
Title: Managing Director
NBD BANK
By:
----------------------------------------
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:
----------------------------------------
Name:
Title:
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and shall be governed by, the internal laws of the State of New York without
regard to principles of conflict of laws.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first above written.
THE GROUND ROUND, INC.
By:
----------------------------------------
Name:
Title:
GR OF MINN., INC.
By:
----------------------------------------
Name:
Title:
THE BANK OF NEW YORK,
Individually and as Agent
By:
----------------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK, Individually
and as Co-Agent
By:
----------------------------------------
Name:
Title:
BANK OF AMERICA ILLINOIS
By:
----------------------------------------
Name:
Title:
NBD BANK
By: /s/ ???
----------------------------------------
Name: ???
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By:
----------------------------------------
Name:
Title:
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and shall be governed by, the internal laws of the State of New York without
regard to principles of conflict of laws.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first above written.
THE GROUND ROUND, INC.
By:
----------------------------------------
Name:
Title:
GR OF MINN., INC.
By:
----------------------------------------
Name:
Title:
THE BANK OF NEW YORK,
Individually and as Agent
By:
----------------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK, Individually
and as Co-Agent
By:
----------------------------------------
Name:
Title:
BANK OF AMERICA ILLINOIS
By:
----------------------------------------
Name:
Title:
NBD BANK
By:
----------------------------------------
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Alan Sidrane
----------------------------------------
Name: Alan Sidrane
Title: First Vice President
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and shall be governed by, the internal laws of the State of New York without
regard to principles of conflict of laws.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first above written.
THE GROUND ROUND, INC.
By: /s/ Stephen J. Kiel
----------------------------------------
Name: Stephen J. Kiel
Title: Sr. V.P., CFO & Treasurer
GR OF MINN., INC.
By: /s/ Stephen J. Kiel
----------------------------------------
Name: Stephen J. Kiel
Title: V.P. & Treasurer
THE BANK OF NEW YORK,
Individually and as Agent
By:
----------------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK, Individually
and as Co-Agent
By:
----------------------------------------
Name:
Title:
BANK OF AMERICA ILLINOIS
By:
----------------------------------------
Name:
Title:
NBD BANK
By:
----------------------------------------
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:
----------------------------------------
Name:
Title:
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CONSENT OF GUARANTORS
DATED AS OF OCTOBER 31, 1996
The undersigned, as the Guarantors referred to in the foregoing First Amendment,
dated as of October 31, 1996, to the Amended and Restated Credit Agreement,
dated as of September 12, 1996, among The Ground Round, Inc., GR of Minn., Inc.,
the banks named therein, The Bank of New York, as Agent, and The Chase Manhattan
Bank as Co-Agent, each hereby consents to the foregoing Amendment and hereby
confirms and agrees that, notwithstanding the effectiveness of said Amendment,
(i) the Guarantors have no defenses to or offsets against any of their
obligations to the Agent or any Lender under any Loan Document and the Guaranty
and each Collateral Document in effect on the date hereof to which it is a party
are, and shall continue to be, in full force and effect and are hereby confirmed
and ratified in all respects, except that, upon the effectiveness of, and after
the date of, said Amendment, all references in the Guaranty and each such
Collateral Document to the Credit Agreement shall mean the Credit Agreement as
amended by said Amendment and (ii) such Collateral Documents consisting of
security agreements and all collateral described therein do, and shall continue
to, secure the payments by the Borrowers referred to in said Amendment of their
obligations under the Credit Agreement, as amended by said Amendment, and under
the Notes.
GRH OF NJ, INC.
By: /s/ Stephen J. Kiel
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Name: Stephen J. Kiel
Title: V.P. & Treasurer
GROUND ROUND HOLDINGS, INC.
By: /s/ Stephen J. Kiel
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Name: Stephen J. Kiel
Title: V.P. & Treasurer
GROUND ROUND RESTAURANTS, INC.
By: /s/ Stephen J. Kiel
----------------------------------------
Name: Stephen J. Kiel
Title: Sr. V.P., CFO & Treasurer
G.R. GLENDLOC, INCORPORATED
By: /s/ Robin L. Moroz
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Name: Robin L. Moroz
Title: V.P. & Secretary
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GROUND ROUND OF BALTIMORE, INC.
By: /s/ Robin L. Moroz
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Name: Robin L. Moroz
Title: V.P., Asst. Secretary &
Treasurer
GRXR OF BEL AIR, INC.
By: /s/ Robin L. Moroz
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Name: Robin L. Moroz
Title: President & Treasurer
GRXR OF FREDERICK, INC.
By: /s/ Robin L. Moroz
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Name: Robin L. Moroz
Title: President & Treasurer
GRXR OF HAGERSTOWN, INC.
By: /s/ Robin L. Moroz
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Name: Robin L. Moroz
Title: President & Treasurer
GRXR OF CHARLES COUNTY, INC.
By: /s/ Robin L. Moroz
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Name: Robin L. Moroz
Title: President & Treasurer
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