Exhibit 4.1.3
AMENDED AND RESTATED
REVOLVING CREDIT NOTE
$9,333,333.33 as of February 13, 1998
FOR VALUE RECEIVED, the undersigned, AU BON PAIN CO., INC., a Delaware
corporation, SAINT LOUIS BREAD COMPANY, INC., a Delaware corporation, and ABP
MIDWEST MANUFACTURING CO., INC., a Delaware corporation (collectively, the
"Borrowers"), hereby jointly and severally promise to pay to the order of
USTRUST (the "Bank"), at the head office of the Agent, as such term is defined
in the Amended and Restated Revolving Credit Agreement among the Borrowers,
USTrust and BankBoston, N.A., individually and as Agent, dated the date hereof
(as amended and in effect from time to time, the "Credit Agreement"), at 100
Federal Street, Boston, Massachusetts, on or before the Maturity Date, Nine
Million Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three Dollars
and Thirty-Three Cents ($9,333,333.33), or, if less, the aggregate unpaid
principal amount of the Revolving Credit Loans made by the Bank to the Borrowers
pursuant to the Credit Agreement. Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to them in the Credit
Agreement. Unless otherwise provided herein, the rules of interpretation set
forth in [section] 1.2 of the Credit Agreement shall be applicable to this
Amended and Restated Revolving Credit Note (this "Note").
The Borrowers further jointly and severally promise to pay (a)
principal from time to time at the times provided in the Credit Agreement and
(b) interest from the date hereof on the principal amount from time to time
unpaid to and including the maturity hereof at the rates and times and in all
cases in accordance with the terms of the Credit Agreement. The Bank may, but
shall not be required to, endorse the Note Record relating to this Note with
appropriate notations evidencing advances and payments of principal hereunder as
contemplated by the Credit Agreement.
This Note evidences borrowings under and has been issued pursuant to,
is entitled to the benefits of, and is subject to, the provisions of the Credit
Agreement. This Note is executed and delivered in substitution for, and as an
amendment and replacement of, that certain Amended and Restated Revolving Credit
Note dated as of September 6, 1995 (the "Original Note") issued by the Borrowers
to the Bank under the Credit Agreement as previously in effect. Nothing herein
or in any other document shall be construed to constitute payment of such
Original Note or to release or terminate any security interest granted to secure
the obligations evidenced thereby. The principal of this Note is subject to
prepayment in whole or in part in the manner and to the extent specified in the
Credit Agreement.
In case an Event of Default shall occur, the entire unpaid principal
amount of this Note and all of the unpaid interest accrued thereon may become or
be declared due and payable in the manner and with the effect provided in the
Credit Agreement.
The parties hereto, including the undersigned maker, hereby waive
presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance and enforcement of this
Note and assent to the extensions of the time of payment or forbearance or other
indulgence without notice.
Each of the Borrowers hereby waives its right to a jury trial with
respect to any action or claim arising out of any dispute in connection with
this Note, any rights or obligations hereunder or the performance of such rights
and obligations. Each of the Borrowers (a) certifies that no representative,
agent or attorney of any Bank or the Agent has represented, expressly or
otherwise, that such Bank or the Agent would not, in the event of litigation,
seek to enforce the foregoing waivers and (b) acknowledges that it has been
induced to enter into this Note by, among other things, the mutual waivers and
certifications contained herein.
THIS NOTE AND THE OBLIGATIONS OF EACH OF THE BORROWERS HEREUNDER SHALL
BE GOVERNED BY AND INTERPRETED AND DETERMINED IN ACCORDANCE WITH THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR
CHOICE OF LAW).
IN WITNESS WHEREOF, each of the Borrowers has caused this Note to be
signed in its corporate name as an instrument under seal by its duly authorized
officer on the date and in the year first above written.
AU BON PAIN CO., INC.
By: /s/ LOUIS I. KANE
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Name: Louis I. Kane
Title: Co-Chairman
SAINT LOUIS BREAD COMPANY, INC.
By: /s/ ANTHONY J. CARROLL
_____________________________________
Name: Anthony J. Carroll
Title: Treasurer
ABP MIDWEST MANUFACTURING CO., INC.
By: /s/ ANTHONY J. CARROLL
_____________________________________
Name: Anthony J. Carroll
Title: Treasurer
ADVANCES AND
REPAYMENTS OF PRINCIPAL
Advances and payments of principal of this Note were made on the dates
and in the amounts specified below:
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Amount Amount of Balance of
of Revolving Principal Principal Notation
Date Credit Loan Prepaid or Repaid Unpaid Made By
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