EXHIBIT 4.07
THIRD AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
CONSOLIDATED PRODUCTS, INC., an Indiana corporation (the "Company") and
BANK ONE, INDIANA, N.A., a national banking association (formerly known as
"Bank One, Indianapolis, National Association")(the "Bank") agree as follows:
1. CONTEXT. This agreement is made in the context of the following
agreed statement of facts:
a. The Company and the Bank are parties to an Amended and
Restated Credit Agreement dated December 30, 1994, as amended by
a First Amendment to Amended and Restated Credit Agreement dated
September 26, 1995 as further amended by a Second Amendment to
Amended and Restated Credit Agreement dated effective as of
January 31, 1997 (collectively, the "Agreement).
b. The Company has requested that the Bank (i) reduce the
rate of interest on the Revolving Loan by reduction of the
Applicable Spread and Facility Fee, and (ii) consent to the
formation of a new Subsidiary.
c. The parties have executed this document (this "Third
Amendment") to give effect to their agreement.
2. DEFINITIONS. Terms used in the Third Amendment with their initial
letters capitalized are used as defined in the Agreement, unless otherwise
defined herein. Section 1 of the Agreement is amended as follows:
a. AMENDED DEFINITION. The definition of "Applicable
Spread" is amended and restated in its entirety as follows:
"APPLICABLE SPREAD" means that number of
percentage points to be taken into account in determining
the LIBOR-based Rate at which interest will accrue on the
Loans and at which the Facility Fee will be paid by the
Company under the provisions of Section 2.a.(v), each as
determined by reference to the following table:
REVOLVING LOAN TERM LOAN FACILITY FEE
.75 1.125 .20
b. NEW DEFINITION. A new definition is added to Section
1 of the Agreement to read as follows:
"THIRD AMENDMENT" means the written amendment to this
Agreement entitled "Third Amendment to Amended and Restated
Credit Agreement" and dated September 18, 1997.
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3. CONSENT. The Bank hereby consents to the formation of SNS TM,
Inc., a corporation being formed as a wholly-owned Subsidiary of the
Company's Subsidiary, Steak N Shake, Inc., which prior consent is required
pursuant to Section 6.d of the Agreement. Such consent is granted only as to
the specific transaction described herein and is not to be deemed an ongoing
waiver of the negative covenant set forth in Section 6.d or a consent to any
other or further transaction restricted by such covenant.
4. REPRESENTATION AND WARRANTIES. To induce the Bank to enter into
this Third Amendment, the Company represents and warrants, as of the date of
this Third Amendment, that no Event of Default or Unmatured Event of Default
has occurred and is continuing and that the representations and warranties
contained in Section 3 of the Agreement are true and correct, except that the
representations contained in Section 3.d refer to the latest financial
statements furnished to the Bank by the Company pursuant to the requirements
of the Agreement.
5. REAFFIRMATION OF THE AGREEMENT. Except as amended by this Third
Amendment, all terms and conditions of the Agreement shall continue unchanged
and in full force and effect.
IN WITNESS WHEREOF, the Company and the Bank, by their duly
authorized officers, have executed this Third Amendment to Amended and
Restated Credit Agreement on September 18, 1997.
CONSOLIDATED PRODUCTS, INC.
By: /s/ James W. Bear
-----------------------------
Senior Vice President
BANK ONE, INDIANA
NATIONAL ASSOCIATION
By: /s/ Brian D. Smith
------------------------------
Vice President and
Senior Relationship Manager
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