FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED
REVOLVING CREDIT AND TERM LOAN AGREEMENT
This FOURTH AMENDMENT (this "Amendment"), dated as of December 26, 1996, by
and among MORTON'S RESTAURANT GROUP, INC., a Delaware corporation (formerly
known as Quantum Restaurant Group, Inc.) having its principal place of business
at Suite 210, 3333 New Hyde Park Road, New Hyde Park, New York 11042 (referred
to below and in the Credit Agreement, as defined below, as "Quantum"), THE
PEASANT RESTAURANTS, INC., a Delaware corporation having its principal place of
business at 489 Peachtree Street, N. E., Atlanta, Georgia 30308 ("Peasant"),
MORTON'S OF CHICAGO, INC., an Illinois corporation with its principal place of
business at 350 West Hubbard Street, Chicago, Illinois 60610 ("Morton's")
(Quantum, Peasant and Morton's are referred to herein collectively as the
"Borrowers", and each, individually, as a "Borrower"), THE FIRST NATIONAL BANK
OF BOSTON, as Agent (the "Agent") for the Lenders (as defined in the Credit
Agreement referred to below), THE FIRST NATIONAL BANK OF BOSTON ("FNBB") in its
individual capacity as a Lender, and IMPERIAL BANK as a Lender, amends the
Second Amended and Restated Revolving Credit and Term Loan Agreement dated as of
June 19, 1995, as amended by the First Amendment dated as of February 14, 1996
(the "First Amendment"), the Second Amendment dated as of March 5, 1996 (the
"Second Amendment"), a letter agreement dated as of May 2, 1996 (the
"Supplemental Agreement"), the Third Amendment dated as of June 28, 1996 (the
"Third Amendment"), and as the same may be further amended, modified, or
supplemented from time to time (the "Credit Agreement"), by and among the
Borrowers, the Agent, and the Lenders. Capitalized terms used but not defined
herein shall have the meanings set forth in the Credit Agreement.
WHEREAS, pursuant to the Third Amendment the Borrowers may grant security
interests in favor of CNL, with respect only to the assets of those two certain
existing Morton's Restaurants located at 1710 Wynkoop Street, Denver, Colorado
and 303 Peachtree Street N.E., Atlanta, Georgia, securing only the CNL
Indebtedness; and
WHEREAS, the Borrowers have requested the Lenders agree to amend the
definitions of CNL Collateral and CNL Liens in the Credit Agreement to permit
the Borrowers to grant to CNL a security interest in the assets of a certain
existing Morton's Restaurant located at 1030 North State Street, Chicago,
Illinois instead of the certain existing Morton's Restaurant located at 303
Peachtree Street N.E., Atlanta, Georgia; and
WHEREAS, the Agent and the Lenders, subject to the terms and provisions
hereof, have agreed to so amend the Credit Agreement;
NOW THEREFORE, the parties hereto hereby agree as follows:
ss.1. Amendment to Credit Agreement. Subject to the satisfaction of the
conditions precedent set forth in ss.3 hereof, the Credit Agreement is are
hereby amended by amending the definition of CNL Liens to read as follows:
"CNL Liens. Liens and security interests in favor of CNL, with respect only
to the assets of those two certain existing Morton's Restaurants located at 1710
Wynkoop Street, Denver, Colorado and
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1050 North State Street, Chicago, Illinois, respectively (the "CNL Collateral"),
securing only the CNL Indebtedness."
ss.2. Representations and Warranties. The Borrowers hereby represent and
warrant to the Agent and the Lenders as follows:
(a) Representations and Warranties in Credit Agreement. Except as
specified in writing by the Borrowers to the Agent with respect
to the subject matter of this Amendment prior to the execution
and delivery hereof by the Agent and the Lenders, the
representations and warranties of the Borrowers contained in the
Credit Agreement were true and correct in all material respects
when made and continue to be true and correct in all material
respects on the date hereof, except, in each case to the extent
of changes resulting from transactions contemplated or permitted
by the Loan Documents and this Amendment and changes occurring in
the ordinary course of business which singly or in the aggregate
are not materially adverse, and to the extent that such
representations and warranties relate expressly to an earlier
date.
(b) Authority, No Conflicts, Enforceability of Obligations, Etc. Each
of the Borrowers hereby confirms that the representations and
warranties of the Borrowers contained in ss.ss.6.1, 6.3 and 6.4
of the Credit Agreement are true and correct on and as of the
date hereof as if made on the date hereof, treating this
Amendment, the Credit Agreement as amended hereby, and the other
Loan Documents as amended hereby, as "Loan Documents" for the
purposes of making said representations and warranties.
ss.3. Conditions to Effectiveness. The effectiveness of this Amendment
shall be subject to the delivery to the Agent and the Lenders by (or on behalf
of) each of the Borrowers or the Guarantors, as the case may be,
contemporaneously with the execution hereof, of each of the following, each in
form and substance satisfactory to the Agent and the Lenders:
(a) this Amendment signed by each of the Borrowers, the Guarantors,
the Agent, and the Lenders;
(b) such evidence as the Agent may reasonably request such that the
Agent shall be satisfied that each of the Borrowers has taken the
necessary corporate action to authorize the execution, delivery,
and performance hereof;
(c) such evidence as the Agent may reasonably request such that the
Agent shall be satisfied that the representations and warranties
contained in ss.2 hereof are true and correct on and as of date
hereof; and
(d) such other certificates, documents, or instruments with respect
to this Amendment, as the Agent or the Lenders may reasonably
request.
ss.4. No Other Amendments or Waivers; Execution in Counterparts. Except
as otherwise expressly provided by this Amendment, all of the terms, conditions
and provisions of the Credit Agreement, the Supplemental Agreement, and the
other Loan Documents shall remain in full force and effect. Each of the
Borrowers confirms and agrees that the Obligations of the Borrowers to the
Lenders under the Loan Documents, as amended and supplemented hereby, are
secured by, guarantied under, and entitled to the benefits, of the Security
Documents. The Borrowers, the Guarantors, the Agent and the
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Lenders hereby acknowledge and agree that all references to the Credit
Agreement, the Supplemental Agreement, and the Obligations thereunder contained
in any of the Loan Documents shall be references to the Credit Agreement, the
Supplemental Agreement, and the Obligations, as amended hereby and as the same
may be amended, modified, supplemented, or restated from time to time. The
Security Documents and the perfected first priority security interests of the
Lenders thereunder shall continue in full force and effect, and the collateral
security and guaranties provided for in the Security Documents shall not be
impaired by this Amendment. This Amendment may be executed in any number of
counterparts, but all such counterparts shall together constitute but one
instrument. In making proof of this Amendment it shall not be necessary to
produce or account for more than one counterpart signed by each party hereto by
and against which enforcement hereof is sought.
ss.5. Governing Law. This Amendment shall be construed according to and
governed by the internal laws of the Commonwealth of Massachusetts without
reference to principles of conflicts of law.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized.
The Borrowers:
MORTON'S RESTAURANT GROUP, INC.
THE PEASANT RESTAURANTS, INC.
MORTON'S OF CHICAGO, INC.
By: /s/ THOMAS J. BALDWIN
--------------------------------------
Name: Thomas J. Baldwin
Title: Senior Vice President - Finance
and CFO
The Lenders:
THE FIRST NATIONAL BANK OF BOSTON,
for itself and as Agent
By: _____________________________________
Name:____________________________________
Title:___________________________________
IMPERIAL BANK
By: _____________________________________
Name:____________________________________
Title:___________________________________
Consented and agreed to, by each of
THE GUARANTORS (as defined in the
Credit Agreement)
By: /s/ THOMAS J. BALDWIN
-------------------------------------
Name: Thomas J. Baldwin
Title: Senior Vice President - Finance and
CFO for each of the Guarantors
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized.
The Borrowers:
MORTON'S RESTAURANT GROUP, INC.
THE PEASANT RESTAURANTS, INC.
MORTON'S OF CHICAGO, INC.
By: _____________________________________
Name:____________________________________
Title:___________________________________
The Lenders:
THE FIRST NATIONAL BANK OF BOSTON,
for itself and as Agent
By: _____________________________________
Name:____________________________________
Title:___________________________________
IMPERIAL BANK
By: /s/ Diane H. Russell
-------------------------------------
Name: Diane H. Russell
Title: Senior Vice President and Manager
Consented and agreed to, by each of
THE GUARANTORS (as defined in the
Credit Agreement)
By: _____________________________________
Name:____________________________________
Title:___________________________________
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized.
The Borrowers:
MORTON'S RESTAURANT GROUP, INC.
THE PEASANT RESTAURANTS, INC.
MORTON'S OF CHICAGO, INC.
By: _____________________________________
Name:____________________________________
Title:___________________________________
The Lenders:
THE FIRST NATIONAL BANK OF BOSTON,
for itself and as Agent
By: /s/ Debra Zurka
--------------------------------------
Name: Debra Zurka
Title: Vice President
IMPERIAL BANK
By: _____________________________________
Name:____________________________________
Title:___________________________________
Consented and agreed to, by each of
THE GUARANTORS (as defined in the
Credit Agreement)
By: _____________________________________
Name:____________________________________
Title:___________________________________
for each of the Guarantors