UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 14, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
Commission file number 0-12343
VICORP Restaurants, Inc.
(Exact name of registrant as specified in its charter)
COLORADO 84-0511072
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 West 48th Avenue, Denver, Colorado, 80216
(Address of principal executive offices)
(Zip Code)
(303) 296-2121
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
The registrant had 9,012,759 shares of its $.05 par value Common Stock
outstanding as of June 16, 1995.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
VICORP Restaurants, Inc.
CONSOLIDATED BALANCE SHEETS
(in thousands)
May 14, October 30,
1995 1994
----------- -----------
(unaudited)
ASSETS
Current assets
Cash $ 6,034 $ 6,123
Receivables 3,259 9,801
Inventories 8,308 10,585
Deferred income taxes 6,000 6,000
Prepaid expenses and other 3,184 2,592
----------- -----------
Total current assets 26,785 35,101
----------- -----------
Property and equipment, net 155,310 165,802
Deferred income taxes 32,319 33,550
Other assets 14,529 14,570
----------- -----------
Total assets $ 228,943 $ 249,023
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt
and capitalized lease obligations $ 1,683 $ 1,796
Accounts payable, trade 14,296 19,246
Accrued compensation 4,701 5,965
Accrued taxes 9,792 9,979
Accrued insurance 6,592 6,537
Other accrued expenses 5,085 6,930
----------- -----------
Total current liabilities 42,149 50,453
----------- -----------
Long-term debt (Note 2) 25,500 28,573
Capitalized lease obligations 12,533 13,981
Non-current accrued insurance 7,115 7,750
Other non-current liabilities and credits 11,667 13,400
Commitments and contingencies
Shareholders' equity (Note 3)
Series A Junior Participating Preferred
Stock, $.10 par value, 200,000 shares
authorized, no shares issued -- --
Common stock, $.05 par value, 20,000,000
shares authorized, 9,012,759 and 9,509,426
shares issued and outstanding 451 476
Paid-in capital 84,025 91,544
Retained earnings 45,503 42,846
------------ ------------
Total shareholders' equity 129,979 134,866
------------ ------------
Total liabilities and shareholders' equity $ 228,943 $ 249,023
============ ============
The accompanying notes are an integral part of the financial statements.
VICORP Restaurants, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Twelve Twenty-eight
weeks ended weeks ended
----------------- -----------------
May 14, May 15, May 14, May 15,
1995 1994 1995 1994
-------- -------- ------- -------
(unaudited)
Revenues
Restaurant operations $84,433 $96,280 $207,474 $226,239
Franchise operations 891 765 1,883 1,632
------ ------ ------- -------
Total revenues 85,324 97,045 209,357 227,871
------ ------ ------- -------
Costs and expenses
Restaurant operations
Food 27,303 28,426 66,954 67,871
Labor 27,956 28,944 65,833 67,366
Other operating 23,364 26,806 57,171 62,555
General and administrative 5,818 8,111 13,620 18,365
Interest 811 919 1,979 2,123
Other (income) expense, net (181) (44) (451) (83)
------ ------ ------- -------
Total costs and expenses 85,071 93,162 205,106 218,197
------ ------ ------- -------
Income before income tax expense 253 3,883 4,251 9,674
Income tax expense 95 1,456 1,594 3,627
------ ------ ------- -------
Net income $ 158 $ 2,427 $ 2,657 $ 6,047
====== ====== ======= =======
Earnings per common and dilutive
common equivalent share $ .02 $ .25 $ .28 $ .61
====== ====== ======= =======
Weighted average common shares and
dilutive common share equivalents 9,479 9,833 9,578 9,951
====== ====== ======= =======
The accompanying notes are an integral part of the financial statements.
VICORP Restaurants, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Twenty-eight weeks ended
------------------------
May 14, May 15,
1995 1994
------- -------
(unaudited)
Operations
Net income $ 2,657 $ 6,047
Reconcilation to cash provided by operations
Depreciation and amortization 12,129 13,877
Deferred income tax provision 1,231 2,854
Loss on disposition of assets 287 942
Other, net (19) (153)
------- -------
16,285 23,567
Change in assets and liabilities
Trade receivables 457 835
Inventories 2,251 2,812
Accounts payable, trade (4,950) (6,837)
Other current assets and liabilities (3,867) (955)
Non-current accrued insurance (635) (381)
------- -------
Cash provided by operations 9,541 19,041
------- -------
Investing activities
Purchase of property and equipment (3,550) (14,678)
Purchase of other assets (68) (409)
Disposition of property (590) 315
Additions to non-trade receivables -- (1,088)
Collection of non-trade receivables 6,234 839
------- -------
Cash provided by (used for) investing activities 2,026 (15,021)
------- -------
Financing activities
Issuance of debt 20,250 7,750
Payment of debt and capitalized lease obligations (24,255) (6,956)
Purchase of common stock (7,694) (5,095)
Other, net 43 193
------- -------
Cash used for financing activities (11,656) (4,108)
------- -------
Decrease in cash (89) (88)
Cash at beginning of period 6,123 5,288
------- -------
Cash at end of period $ 6,034 $ 5,200
======= =======
Supplemental information
Cash paid during the period for
Interest (net of amount capitalized) $ 1,994 $ 2,123
Income taxes 861 1,098
The accompanying notes are an integral part of the financial statements.
VICORP Restaurants, Inc.
NOTES TO FINANCIAL STATEMENTS (unaudited)
1. The consolidated financial statements should be read in conjunction with
the annual report to shareholders for the year ended October 30, 1994.
The unaudited financial statements for the twelve and twenty-eight weeks
ended May 14, 1995 and May 15, 1994 contain all adjustments which, in the
opinion of management, were necessary for a fair statement of the results for
the interim periods presented. All of the adjustments included were of a
normal and recurring nature.
2. As of May 14, 1995, the Company had $25,250,000 of borrowings and
$10,284,000 of letters of credit placed under its bank credit facility.
3. During the first half of 1995, the Company purchased 508,000 shares
of its common stock for $7,694,000 pursuant to authorization from its
Board of Directors.
4. In the fourth quarter of 1994, the Company adopted a plan to dispose of 50
restaurant locations in trade areas that are no longer considered appropriate
for the Company's existing concepts. As part of the disposal plan, the
carrying value of those restaurants' assets were written down to net
realizable values. The Company also accrued for expected carrying costs
pending disposition and sublease disposition losses. As of May 14, 1995, the
Company had closed 17 of those locations, of which eight stores were
disposed through sublease or sale arrangements. The remaining 33
restaurants will continue to be operated until a satisfactory sale or
sublease can be negotiated or until individual restaurant unit economics
dictate closure. Operating results for the 50 locations were as follows:
<TABLE>
<CAPTION>
Twelve Twenty-eight
weeks ended weeks ended
---------------------- -----------------------
May 14, May 15, May 14, May 15,
1995 1994 1995 1994
--------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Sales $5,799,000 $9,105,000 $15,636,000 $21,417,000
Store operating profit (loss) (230,000) (60,000) (222,000) 64,000
</TABLE>
During the twenty-eight weeks ended May 14, 1995, $778,000 of closure related
costs and $1,143,000 of severance were charged against the liability established
for such costs.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
- ---------------------
The Company's quarterly financial information is subject to seasonal
fluctuation. Also, the quarterly periods ended February 19, 1995 and
February 20, 1994 were comprised of sixteen weeks each, while the remainder
of the Company's quarterly periods are comprised of twelve weeks each. As a
result, the financial information for the periods presented is not indicative
of results that may be achieved on an annual basis.
RESTAURANT OPERATIONS
The following table sets forth certain operating information for the
Company's two primary operating concepts and the Company as a whole.
<TABLE>
<CAPTION>
Twelve weeks ended Twenty-eight weeks ended
---------------------- ------------------------
May 14, May 15, May 14, May 15,
1995 1994 1995 1994
------- ------- ------- -------
<S> <C> <C> <C> <C>
VILLAGE INN
Restaurant sales $30,525,000 $34,756,000 $72,420,000 $80,430,000
Store operating profit % 16.6% 13.7% 15.0% 13.4%
Restaurants at quarter-end 105 123
BAKERS SQUARE
Restaurant sales $51,488,000 $61,022,000 $128,718,000 $144,788,000
Store operating profit % 1.9% 11.9% 5.4% 12.2%
Restaurants at quarter-end 180 192
CONSOLIDATED
Restaurant sales $84,433,000 $96,280,000 $207,474,000 $226,239,000
Food cost % 32.3% 29.5% 32.3% 30.0%
Labor cost % 33.1% 30.1% 31.7% 29.8%
Other operating cost % 27.7% 27.8% 27.6% 27.6%
Store operating profit % 6.9% 12.6% 8.4% 12.6%
</TABLE>
Consolidated restaurant sales decreased 12.3% during the second quarter
and 8.3% for the fiscal first half of 1995 in comparison to the same
prior year periods. The Company operated approximately twenty-four
fewer equivalent restaurants in 1995's second quarter and eighteen
fewer equivalent restaurants in the first half of 1995 than in the
comparable time frame last year, due to restaurant closures and
dispositions. The sales decreases were also affected by an 8.1%
decrease in comparable sales in the quarter and a 5.5% decrease in
comparable sales for the first half of the year, primarily in the
Bakers Square division. A principal factor effecting same store sales
in the second quarter was a menu price reduction at Bakers Square. Per
person average expenditures declined by 10% as a result of lowering
prices.
Store operating profit for the second quarter and first half of the
year decreased both in total and as a percentage of sales. The Village
Inn division showed store operating profit improvement for both the
second quarter and first half of 1995, while the Bakers Square division
registered declines. Bakers Square reduced menu prices contributed to
the decline in store operating profit in the second quarter of 1995.
Lower comparable sales in relationship to the fixed portion of labor
and other fixed costs and investments in food and labor to improve
customer counts, also contributed to the decrease. These items were
partially offset by reduced insurance expense and lower depreciation
expense as a result of asset dispositions.
ASSET DISPOSALS
As of May 14, 1995, the Company had closed 17 of the 50 restaurants
scheduled for disposition under a plan adopted in fiscal 1994. Eight
of the closed units have been disposed of through sublease or sale
arrangements. The remaining 33 locations will remain open until a
satisfactory sale or sublease can be arranged, or until unit economics
dictate closure. The following table details sales and operating
results for the 50 restaurants for the first half of fiscal 1995 and
1994. The tables also segregate those restaurants which are closed and
therefore only operated for a portion of 1995 but all of 1994 and those
that remain open and operated for all of fiscal 1995 and 1994.
<TABLE>
<CAPTION>
Twelve weeks ended: May 14, 1995 May 15, 1994
------------ ------------
Operating Operating
Sales Profit (Loss) Sales Profit (Loss)
----- ------------- ----- -------------
<S> <C> <C> <C> <C>
Village Inn
Stores closed at May 14, 1995 $ 95,000 $ (5,000) $ 1,476,000 $ (10,000)
Stores open at May 14, 1995 1,747,000 64,000 1,905,000 1,000
-----------------------------------------------------------
Total $ 1,842,000 $ 59,000 $ 3,381,000 $ (9,000)
Bakers Square
Stores closed at May 14, 1995 $ 113,000 $ (16,000) $ 1,269,000 $ (70,000)
Stores open at May 14, 1995 3,844,000 (273,000) 4,455,000 19,000
----------------------------------------------------------
Total $ 3,957,000 $ (289,000) $ 5,724,000 $ (51,000)
</TABLE>
<TABLE>
<CAPTION>
Twenty-eight weeks ended: May 14, 1995 May 15, 1994
------------ ------------
Operating Operating
Sales Profit (Loss) Sales Profit (Loss)
----- ------------- ----- -------------
<S> <C> <C> <C> <C>
Village Inn
Stores closed at May 14, 1995 $ 663,000 $ (24,000) $ 3,395,000 $ (26,000)
Stores open at May 14, 1995 4,136,000 144,000 4,425,000 (2,000)
-----------------------------------------------------------
Total $ 4,799,000 $ 120,000 $ 7,820,000 $ (28,000)
Bakers Square
Stores closed at May 14, 1995 $ 1,378,000 $ (120,000) $ 3,036,000 $ (119,000)
Stores open at May 14, 1995 9,459,000 (222,000) 10,561,000 211,000
-----------------------------------------------------------
Total $ 10,837,000 $ (342,000) $13,597,000 $ 92,000
</TABLE>
In April, the Company closed its pie production facility in Phoenix,
Arizona and transferred the production of pies for that market to the
Company's California facility to reduce overhead costs.
During the third quarter of fiscal 1995, the Company plans to
discontinue internal warehousing and distribution of grocery products
for its restaurants. The Company will begin utilizing an independent
distribution company for those services. Management does not
anticipate that significant changes in delivered product costs will
result from the change, however, food inventories should be reduced by
approximately $2.5 to $3.0 million.
OTHER REVENUES AND EXPENSE
General and administrative expense decreased largely as the result of
administrative office consolidations, staff reductions and reduced
incentive and legal expenses. As a percentage of revenues, general and
administrative costs for the first half of 1995 were 6.5% compared to
8.1% in the comparable period last year.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Cash provided by operations decreased 50% in the first half of 1995
compared to the same period in 1994 primarily due to lower operating
income and the payment of severance expenses. Operating cash flow was
supplemented by collection of an insurance receivable in 1995's first
quarter.
As of May 14, 1995, $25,250,000 of advances were outstanding under the
Company's bank credit facility and approximately $39,500,000 was
available for additional direct advances, subject to limitations on
combined direct advances and letters of credit. The Company reduced
its outstanding bank advances by $3,000,000 in the first half of 1995.
During the first half of 1995, the Company purchased 508,000 shares of
its common stock for $7,694,000, which essentially filled the existing
authorizations granted by its Board. Future authorizations and
purchases will be dependent upon various business and financial
considerations.
Capital expenditures in 1995 were significantly lower than those
incurred during the same time frame in 1994, because of the Company's
continued focus on service enhancement rather than remodel and growth
activities. Capital expenditures approximating $9,000,000 are expected
during the remainder of the fiscal year. Cash provided by operations
and the unused portion of the Company's bank credit facility are
expected to be adequate to fund these expenditures.
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders
of VICORP Restaurants, Inc.:
We have reviewed the accompanying condensed consolidated balance sheet of
VICORP RESTAURANTS, INC. (a Colorado corporation) and subsidiary as of
May 14, 1995, and the related condensed consolidated statements of operations
for the 12- and 28-week periods ended May 14, 1995 and May 15, 1994, and the
condensed consolidated statements of cash flows for the 28-week periods ended
May 14, 1995 and May 15, 1994. These financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the financial statements referred to above for them to be
in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of VICORP Restaurants, Inc. and
subsidiary as of October 30, 1994 (not presented herein), and in our report
dated December 6, 1994 we expressed an unqualified opinion on that
statement. In our opinion, the information set forth in the accompanying
condensed consolidated balance sheet as of October 30, 1994 is fairly
stated, in all material respects, in relation to the balance sheet from
which it has been derived.
/s/ ARTHUR ANDERSEN LLP
-----------------------
ARTHUR ANDERSEN LLP
Denver, Colorado,
June 9, 1995.
PART II - OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.
On April 11, 1995, the Registrant held its Annual Meeting of Shareholders.
At that meeting, four proposals were submitted to the shareholders for
approval. Those proposals related to the election of directors, ratification
of the appointment of the Company's independent auditors for VICORP's 1995
fiscal year, and amendments to the Company's 1982 and 1983 Stock Option Plans.
As to the first proposal, each of the nominees for directors were elected
based upon the following vote:
Director For Against Abstain Broker Non-
Votes
- --------------------------------------------------------------------------------
Carole Lewis Anderson 8,139,998 33,673 -- --
Bruce B. Brundage 8,139,999 33,672 -- --
Charles R. Frederickson 8,058,998 114,673 -- --
John C. Hoyt 8,139,999 33,672 -- --
J. Michael Jenkins 8,059,480 114,191 -- --
Robert T. Marto 8,139,999 33,672 -- --
Dudley C. Mecum 8,059,898 113,773 -- --
Dennis B. Robertson 8,059,999 113,672 -- --
Arthur Zankel 8,139,598 34,073 -- --
The selection of Arthur Andersen LLP to serve as the Company's
independent accountants for fiscal 1995 was ratified. The vote was
8,109,116 for; 53,669 against; 10,886 abstained; and no broker non-
votes.
The proposal to amend the Company's 1982 Stock Option Plan,
specifically to extend the Plan's term by an additional five years, was
approved. The vote was 7,577,410 for; 517,935 against; 49,831
abstained; and 28,495 broker non-votes.
The proposal to amend the Company's 1983 Stock Option Plan (to
extend the Plan's term by five years, and to increase by 100,000 shares
the shares issuable under the Plan) was approved. The vote was
7,250,321 for; 806,139 against; 88,716 abstained; and 28,495 broker non-
votes.
Item 6: Exhibits and Reports on Form 8-K.
(a) Exhibits
(10) Amendment No. 1 Dated as of May 1, 1995 to Second Amendment
and Restated Credit Agreement Dated as of June 18, 1993.
(15) Letter regarding unaudited interim financial information.
(27) Financial data schedule.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
VICORP Restaurants, Inc.
------------------------
(Registrant)
June 21, 1995 /s/ J. Michael Jenkins
----------------------
J. Michael Jenkins, President
and Co-Chief Executive Officer
June 21, 1995 /s/ Dennis L. Kuper
-------------------
Dennis L. Kuper, Executive Vice
President of Finance and Chief
Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM VICORP
RESTAURANTS, INC. CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS
AS OF MAY 14, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 703799
<NAME> VICORP RESTAURANTS, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-29-1995
<PERIOD-END> MAY-14-1995
<CASH> 6,034
<SECURITIES> 0
<RECEIVABLES> 3,259
<ALLOWANCES> 0
<INVENTORY> 8,308
<CURRENT-ASSETS> 26,785
<PP&E> 284,505
<DEPRECIATION> 129,195
<TOTAL-ASSETS> 228,943
<CURRENT-LIABILITIES> 42,149
<BONDS> 38,033
<COMMON> 451
0
0
<OTHER-SE> 129,528
<TOTAL-LIABILITY-AND-EQUITY> 228,943
<SALES> 207,474
<TOTAL-REVENUES> 209,357
<CGS> 66,954
<TOTAL-COSTS> 66,954
<OTHER-EXPENSES> 123,004
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,979
<INCOME-PRETAX> 4,251
<INCOME-TAX> 1,594
<INCOME-CONTINUING> 2,657
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,657
<EPS-PRIMARY> .28
<EPS-DILUTED> .28
</TABLE>
ARTHUR ANDERSEN LLP
Exhibit 15: LETTER REGARDING UNAUDITED INTERIM
FINANCIAL INFORMATION
June 21, 1995
VICORP Restaurants, Inc.:
We are aware that VICORP Restaurants, Inc. has incorporated
by reference into the Company's previously filed
Registration Statement File Nos. 33-26650, 33-32608, 33-
34447, 33-48205 and 33-49166, its Form 10-Q for the quarter
ended May 14, 1995, which includes our report dated June 9,
1995, covering the unaudited interim financial information
contained therein. Pursuant to Regulation C of the
Securities Act of 1933, that report is not considered a part
of the registration statements prepared or certified by our
firm or a report prepared or certified by our firm within
the meaning of Sections 7 and 11 of the Act.
Very truly yours,
/s/ ARTHUR ANDERSEN LLP
- -----------------------
ARTHUR ANDERSEN LLP
EXHIBIT 10
Amendment No. 1
Dated as of May 1, 1995
to
Second Amendment and Restated Credit Agreement
Dated as of June 18, 1993
This AMENDMENT No. 1 ("Amendment") dated as of May 1, 1995
is entered into by and among VICORP Restaurants, Inc., a Colorado corporation
(the "Borrower"), Citibank, N.A. and NationsBank of Texas, N.A., as lenders
(the "Lenders"), and Citibank, N.A., as agent for the Lenders (in such
capacity, the "Agent").
RECITALS
--------
A. The Borrower, the Lenders and the Agent are parties to that
certain Second Amended and Restated Credit Agreement dated as of June
18, 1993 (the "Loan Agreement"). Terms defined in the Loan Agreement
and not otherwise defined herein are used herein as defined in the Loan
Agreement.
B. The Borrower has requested that the Lenders and the Agent amend,
and the Lenders and the Agent have agreed to amend, certain provisions of
the Loan Agreement as set forth below.
NOW, THEREFORE, the Borrower, the Lenders and the Agent agree as
follows:
SECTION 1. Amendment. Subject to the conditions set forth in Section 2
herein, the Borrower, the Lenders and the Agent hereby amend Section 7.03(e)
of the Loan Agreement to provide that the Borrower is required to maintain
a fixed charge coverage ratio (as set forth in such Section 7.03(e)) greater
than or equal to 1.50 to 1 for the fiscal quarters ending on May 14, 1995
and August 6, 1995; and to maintain a fixed charge coverage ratio greater
than or equal to 1.75 to 1 as of the last day of each fiscal quarter
thereafter.
SECTION 2. Conditions Precedent to Amendment. This Amendment shall
be deemed to be effective as of May 1, 1995 upon the satisfaction of each
of the following conditions precedent: (a) the receipt by the Agent of four
(4) original copies of this Amendment duly executed and delivered by a duly
authorized officer of the Borrower and of each Lender, and (b) the absence
of any Default or Event of Default under the Loan Agreement.
SECTION 3. Representations and Warranties of the Borrower. (a) Upon
the effectiveness of this Amendment, the Borrower hereby reaffirms all
covenants, representations and warranties made in the Loan Agreement and
agrees that all such covenants, representations and warranties shall be
deemed to have been re-made as of the effective date of this Agreement.
(b) The Borrower hereby represents and warrants that this Amendment
constitutes the legal, valid and binding obligation of the Borrower
enforceable against the Borrower in accordance with its terms, except
as enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors' rights
generally, and general principles of equity which may limit the availability
of equitable remedies.
SECTION 4. Reference to and Effect on the Loan Agreement. (a) The
execution, delivery and effectiveness of this Amendment shall not operate
as a waiver of any right, power or remedy of the Lenders and the Agent
under the Loan Agreement or any other document, instrument or agreement
executed in connection therewith, nor constitute a waiver of any provision
contained therein, except as specifically set forth herein.
(b) Upon the effectiveness of this Amendment, each reference in the
Loan Agreement to "this Agreement," "hereunder," "hereof," "herein," or
words of like import shall mean and be a reference to the Loan Agreement
as amended hereby, and each reference to the Loan Agreement in any other
document, instrument or agreement executed and/or delivered in connection
with the Loan Agreement shall mean and be a reference to the Loan Agreement
as amended hereby.
(c) Except as specifically amended hereby, the Loan Agreement and any
other document, instrument or agreement executed in connection therewith
shall remain in full force and effect and are hereby ratified and confirmed.
SECTION 5. Governing Law. This Amendment shall be governed by and
construed in accordance with the other remaining terms of the Loan Agreement
and the internal laws (as opposed to conflict of law provisions) of the State
of New York.
SECTION 6. Section Titles. The section titles contained in this
Amendment are and shall be without substance, meaning or content of any
kind whatsoever and are not a part of the agreement between the parties hereto.
SECTION 7. Counterparts. This Amendment may be executed in one or
more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
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.
VICORP RESTAURANTS, INC.
By: /s/ Charles R. Frederickson
---------------------------
Name: Charles R. Frederickson
Title: Chairman of the Board
By: /s/ Dennis L. Kuper
---------------------------
Name: Dennis L. Kuper
Title: Executive Vice President-Finance
CITIBANK, N.A.
By: /s/ Barbara A. Cohen
---------------------------
Barbara A. Cohen
Vice President
NATIONSBANK OF TEXAS, N.A.
By: /s/ Frank M. Johnson
----------------------------
Frank M. Johnson
Vice President
CITIBANK, N.A., as Agent
By: /s/ Barbara A. Cohen
----------------------------
Barbara A. Cohen
Vice President
