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Agreement Regarding Credit Facility

This is an actual contract by Bayport Restaurant Group.

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Sectors: Retail
Effective Date: April 18, 1996
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AGREEMENT REGARDING CREDIT FACILITY


This Agreement Regarding Credit Facility ("AGREEMENT") is entered into effective as of the 18th day of April, 1996, by and among THE FIRST NATIONAL BANK OF BOSTON, AS AGENT, THE FIRST NATIONAL BANK OF BOSTON and CAPITAL BANK (collectively, "LENDERS"), BAYPORT RESTAURANT GROUP, INC. ("BAYPORT") CRAB HOUSE, INC. ("CRAB HOUSE"), CAPT. CRAB'S TAKE-AWAY OF 79TH STREET, INC., TAKE-AWAY/KING SHOPPING PLAZA, INC., AND CRYOTECH INDUSTRIES OF NORTH CAROLINA, INC. (collectively, "BORROWER") and LANDRY'S SEAFOOD RESTAURANTS, INC. ("LANDRY'S").


R E C I T A L S


Whereas, Lenders and Borrower entered into that certain Revolving Credit and Term Loan Agreement dated December 14, 1994 (together with the First Amendment thereto dated February 6, 1996, the Waiver and Second Amendment thereto dated March 21, 1996 and including all notes and other documents executed pursuant thereto, the "CREDIT AGREEMENT") pursuant to the terms of which Lenders agreed to make available to Borrower loan proceeds of up to Sixteen Million and No/100 Dollars (the "LOAN") secured by various assignments, security interests, and leasehold mortgages (collectively, the "LOAN COLLATERAL");


Whereas, Landry's and Bayport have, concurrently with the execution of this Agreement, entered into an agreement whereby Bayport will merge with and into a wholly-owned subsidiary of Landry's and all of the outstanding shares of Bayport will be exchanged for shares of Landry's (the "MERGER AGREEMENT");


Whereas, Landry's and Bayport have also, concurrently with the execution of this Agreement and the Merger Agreement, entered into a Loan Agreement (herein so called) in the form attached hereto as EXHIBIT "A" and incorporated herein by reference, with all capitalized terms not otherwise defined in this Agreement having the meanings ascribed to them in the Loan Agreement;


Whereas, Bayport has heretofore used a portion of the proceeds of the Loan for the purpose of paying the costs of construction of improvements to the Land; however there are currently unpaid accrued construction costs payable with respect to each of the Projects and substantial additional funds are required to complete the construction, equipping and furnishing of each of the Projects;


Whereas, Lenders are unwilling to advance additional funds to Bayport for the purpose of paying the outstanding payables on the Projects or for the purpose of completing, equipping and furnishing of the Projects;


Whereas, as a condition precedent to Landry's obligations to advance funds to Bayport pursuant to the terms of the Loan Agreement, Bayport is required to obtain the consent and agreement of Lenders to various provisions thereof;


Whereas, Lenders believe that each will benefit, directly or indirectly, as a result of Landry's furnishing of funding to Bayport pursuant to the terms of the Loan Agreement and desires to grant their consent and agreement to various provisions thereof as hereinafter provided;


A G R E E M E N T


Now Therefore, in consideration of the foregoing premises and the mutual benefits that will be obtained by the execution hereof, it is agreed as follows:


1. Notwithstanding any contrary provision contained in the Credit Agreement, Lenders hereby agree that:


(a) the execution, delivery, performance, and consummation by
Bayport of the Merger Agreement shall not constitute an Event of
Default (as such term is defined in the Credit Agreement);


(b) the execution, delivery, performance and consummation by Bayport
of the Loan Agreement, as well as the obtaining of credit thereunder
and the execution, delivery and performance of all promissory notes,
deeds of trust, mortgages, security agreements, assignments, deeds,
bills of sale and other documents contemplated thereby shall not
constitute an Event of Default;


(c) so long as the Merger Agreement is in effect, or the transaction
contemplated by the Merger Agreement has been consummated, then at all
times prior to December 31, 1996, all or any part of the outstanding
balance of the Loan may be prepaid, from time to time, without notice,
premium or penalty;


(d) so long as the Merger Agreement is in effect, or the transaction
contemplated by the Merger Agreement has been consummated, then at all
times prior to December 31, 1996, the credit facility evidenced by the
Credit Agreement may be terminated without the payment of the Early
Termination Fee (as such term is defined in the Credit Agreement);


(e) so long as (i) the Merger Agreement is in effect or the
transaction contemplated by the Merger Agreement has been consummated
and (ii) all required payments of interest payable under the Credit
Agreement are paid within the time period permitted, then at all times
prior to December 31, 1996, Lenders will forbear from declaring an
Event of Default, charging interest at the default rate provided for in
Section 2.7(b) of the Credit Agreement, accelerating the maturity of
the Loan, or otherwise seeking to enforce any of the affirmative or
negative covenants contained in the Credit Agreement; provided,
however, if Landry's commences the exercise of its remedies as a result
of the occurrence of one or more of the events enumerated in either
Section 6.1(b) or Section 6.1(d) of the Loan Agreement, then Landry's
shall promptly give Lenders written notice of same and Lenders shall
then be entitled to declare an Event of Default and exercise their
remedies under the Credit Agreement or any other Loan Document as such
term is defined in the Credit Agreement.


2


(f) so long as the Merger Agreement has not been terminated the
Credit Agreement will not be modified, changed, amended, increased or
extended without the prior written consent of Landry's, which consent
may be granted or withheld in its sole and absolute discretion.


2. Upon the execution hereof and concurrently with the disbursement by Landry's to Bayport of the Initial Advance pursuant to the Loan Agreement, Lenders will assign to Landry's all of Lenders' right, title and interest in and to all mortgages, deeds of trust, collateral assignments of lease, security agreements, financing statements and other collateral documents which pertain to the Jupiter Tract and to the Collateral Personalty associated with the Jupiter Tract. Such assignments shall be m
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