UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant to
Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): July 1, 2015
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JACK
IN THE BOX INC.
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(Exact Name of Registrant as Specified in Charter)
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Delaware
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1-9390
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95-2698708
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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9330 Balboa Avenue, San Diego, CA
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92123
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (619)
571-2121
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01
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Entry into a Material Definitive Agreement.
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On July 1, 2015, Jack in the Box Inc. (the “Company”), as
borrower, entered into a Waiver, Joinder and Second Amendment (the “Amendment”),
among the Company, the guarantors party thereto, Wells Fargo Bank,
National Association, as administrative agent (the “Administrative
Agent”), and certain lenders. The Amendment amends the Company’s
second amended and restated Credit Agreement, dated as of March 19, 2014
(as amended, restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”).
The Amendment, among other things: (i) increases the size of the
Company’s revolving credit facility (the “Revolving
Credit Facility”) from $600 million to $900 million; and (ii)
increases the size of the Company’s term loan facility to $300 million
(the “Term Loan Facility” and collectively with the
Revolving Credit Facility, the “Facilities”). After giving
effect to the Amendment, approximately $382 million of the Revolving
Credit Facility was drawn or used for letters of credit and $300 million
was outstanding on the Term Loan Facility. Substantially all of the
proceeds of the increased Term Loan Facility were used to reduce the
amount outstanding under the Revolving Credit Facility. The
amortization of the Term Loan Facility was amended to reflect its
increased size. The maturity date for both Facilities will remain in
March 2019. There was no change to the interest rates for either of the
Facilities.
The Amendment also, among other things, amends certain covenants
contained in the Credit Agreement, including by (i) increasing the
permissible maximum leverage ratio of the Company at the end of each
fiscal quarter from 3.0 to 3.5, (ii) giving the Company increased
leverage ratio based flexibility to pay dividends and make other
restricted payments and (iii) deleting the annual capital expenditure
limitation from the Credit Agreement. In addition, the Amendment
designates ZRC Operations Company, Inc. as a restricted subsidiary and a
guarantor under the Credit Agreement.
The foregoing description of the Amendment is qualified in its entirety
by reference to the Amendment, a copy of which is filed as Exhibit 10.1
to this Current Report.
Item 2.03
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Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
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The disclosure set forth in Item 1.01 of this Current Report is
incorporated by reference into this Item 2.03.
Item 7.01
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Regulation FD Disclosure
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A copy of the Jack in the Box Inc. press release dated July 7, 2015, is
attached to this report as Exhibit 99.1.
Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Title
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10.1
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Waiver, Joinder and Second Amendment, dated as of July 1, 2015,
among Jack in the Box Inc., the Guarantors party thereto, Wells
Fargo Bank, National Association, as administrative agent, and the
lenders party thereto.
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99.1
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Press Release dated July 7, 2015
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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 hereunto duly authorized.
Date: July 7, 2015
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JACK IN THE BOX INC.
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By:
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/s/ Jerry P. Rebel
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Jerry P. Rebel
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Executive Vice President
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Chief Financial Officer
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(Principal Financial Officer)
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(Duly Authorized Signatory)
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EXHIBIT INDEX
Exhibit No.
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Title
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10.1
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Waiver, Joinder and Second Amendment, dated as of July 1, 2015,
among Jack in the Box Inc., the Guarantors party thereto, Wells
Fargo Bank, National Association, as administrative agent, and the
lenders party thereto.
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99.1
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Press Release dated July 7, 2015
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5
Exhibit 10.1
EXECUTION VERSION
WAIVER, JOINDER AND SECOND AMENDMENT
THIS WAIVER, JOINDER AND SECOND AMENDMENT (this “Agreement”)
is dated as of July 1, 2015 by and among JACK IN THE BOX INC., a
Delaware corporation (the “Borrower”), certain Domestic
Subsidiaries of the Borrower party hereto (such subsidiaries,
collectively, the “Guarantors”, and each, a “Guarantor”),
the banks and other financial institutions or entities party hereto (the
“Consenting Lenders”) and WELLS FARGO BANK, NATIONAL
ASSOCIATION, as administrative agent for the Lenders (in such capacity,
the “Administrative Agent”).
Statement of Purpose
The Borrower, the banks and other financial institutions party thereto
(the “Existing Lenders”) and the Administrative
Agent are parties to that certain Second Amended and Restated Credit
Agreement dated as of March 19, 2014 (as amended by that certain First
Amendment and Waiver dated as of November 21, 2014 and as further
amended, restated, supplemented or otherwise modified from time to time,
the “Credit Agreement”), pursuant to which the Existing
Lenders have extended certain credit facilities to the Borrower. All
capitalized undefined terms used in this Agreement (including, without
limitation, in the introductory paragraph and this Statement of Purpose
hereof) shall have the meanings assigned thereto in the Credit Agreement.
The Borrower has requested that the Consenting Lenders (including
without limitation the Existing Lenders) agree to (a) waive certain
Defaults or Event of Defaults arising as a result of the failure by the
Borrower to re-designate its Subsidiary, ZRC Operations Company, Inc., a
Colorado corporation (“ZRC”), as a Restricted Subsidiary in
accordance with Section 9.9(c) of the Credit Agreement and to take the
actions required pursuant to Section 9.9(a) of the Credit Agreement with
respect to ZRC, as well as certain other Defaults and Events of Default
directly related thereto, (b) waive any Defaults or Events of Defaults
arising as a result of any assets, liabilities, contracts and other
business operations of ZRC having been ascribed to Qdoba Restaurant
Corporation, a Delaware corporation (“Qdoba”) and (c) amend
the Credit Agreement as more specifically set forth herein. Subject to
the terms and conditions set forth herein, the Administrative Agent and
each of the Consenting Lenders has agreed to grant such requests of the
Borrower.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby
agree as follows:
1. Waiver. Pursuant
to Section 14.11 of the Credit Agreement and subject to the terms and
conditions hereof and in reliance on the representations and warranties
of the Borrower and the Guarantors made herein, each Consenting Lender
hereby waives (i) any Default or Event of Default arising under Sections
12(c), (d)(i) or (e) of the Credit Agreement as a result of the
non-compliance by the Borrower with Section 9.9 thereof as such section
relates to ZRC, (ii) any other Default or Event of Default directly
related to the Defaults and Events of Default set forth in clause (i)
above, including without limitation as a result of any such incorrect
representations, warranties in any Loan Document, any such incorrect
Compliance Certificate and any intercompany loans or investments between
ZRC on the one hand and any of the Credit Parties on the other
hand, (iii) any Default or Event of Default related to Qdoba or ZRC, to
the extent that assets, liabilities, contracts and other business
operations ascribed to Qdoba by the Borrower and its Subsidiaries are in
fact assets, liabilities, contracts and other business operations of
ZRC, a wholly-owned Subsidiary of Qdoba and (iv) to the extent
applicable, any right to receive additional interest or fees as a result
of the operation of the final paragraph of the definition of “Applicable
Margin” as a result of any misstatement of the Leverage Ratio solely as
a result of the foregoing Defaults and Events of Default. Without
limiting the foregoing, Borrower’s Net Income and EBITDA for all periods
ending prior to the Second Amendment Effective Date shall be deemed to
include the Net Income and EBITDA of ZRC as if ZRC had been a Restricted
Subsidiary for such periods.
2. Amendment to Credit
Agreement. Subject to the terms and conditions set forth herein and
the effectiveness of this Agreement in accordance with its terms, the
parties hereto agree that the Credit Agreement is amended by:
(a) adding the following defined terms to Section
1.1 thereof in proper alphabetical order:
“‘Second Amendment’ means that certain Waiver,
Joinder and Second Amendment, dated as of July 1, 2015, by and among the
Borrower, the Guarantors, the Lenders party thereto and the
Administrative Agent.”; and
“‘Second Amendment Effective Date’ means the
effective date of the Second Amendment.”;
(b) deleting the proviso at the end of the definition of “Capital
Expenditures” in Section 1.1 thereof;
(c) amending and restating the definition of “Lenders” as follows:
“‘Lender’ means each Person executing this Agreement as a Lender on the
Closing Date (including, without limitation, the Issuing Lender and the
Swingline Lender unless the context otherwise requires) and each Person
that hereafter becomes a party to this Agreement as a Lender pursuant to Section
14.10 or pursuant to the Second Amendment.”
(d) adding the following sentence to the end of the definition of
“LIBOR Rate” in Section 1.1 thereof:
“In no event shall the LIBOR Rate be less than 0%.”;
(e) deleting the final sentence in the definition of “Revolving
Credit Commitment” in Section 1.1 thereof and replacing it
with the following:
“The aggregate Revolving Credit Commitment of all Revolving Credit
Lenders on the Second Amendment Effective Date shall be Nine Hundred
Million Dollars ($900,000,000).”;
(f) deleting the reference to “2.75 to 1.00” in the definition of
“Subject Distribution” in Section 1.1 thereof and
replacing it with “3.00 to 1.00”;
(g) deleting clause (c) of Section 2.1
thereof in its entirety and replacing it with the following:
“(c) no more than $500,000,000 of Revolving Credit Loans,
Letters of Credit and Swingline Loans may be outstanding on the Second
Amendment Effective Date”;
(h) deleting subclause (ii) of clause (a) of Section
2.2 thereof in its entirety and replacing it with the following:
“(ii) no more than $500,000,000 of Revolving Credit Loans,
Letters of Credit and Swingline Loans may be outstanding on the Second
Amendment Effective Date”;
(i) adding the following to the end of the first sentence of Section
3.1 thereof:
“or (iii) the outstanding amount of Revolving Credit Loans,
Letters of Credit and Swingline Loans on the Second Amendment Effective
Date would exceed $500,000,000”;
(j) deleting Section 4.1 thereof in
its entirety and replacing it with the following:
“Term Loan. (a) On the Closing Date, each Term Loan Lender
as of the date thereof severally agreed to make, and made, the initial
advance of the Term Loan to the Borrower in a single draw in a principal
amount equal to such Lender’s Term Loan Commitment as of the Closing
Date, the aggregate outstanding principal amount of which initial
advance was $187,500,000 as of the Second Amendment Effective Date, and
(b) on and as of the Second Amendment Effective Date, subject to the
terms and conditions of this Agreement and the other Loan Documents and
in reliance upon the representations and warranties set forth herein and
therein, each Increasing Term Loan Lender (as defined in the Second
Amendment) severally agrees to, and will, make its portion of the second
advance of the Term Loan to the Borrower in a single draw in a principal
amount equal to the amount to be advanced by such Increasing Term Loan
Lender on the Second Amendment Effective Date as set forth in, and
pursuant to the terms and conditions of, the Second Amendment (including
the Schedules thereto).”;
(k) deleting Section 4.3 thereof in
its entirety and replacing it with the following:
“Repayment of Term Loan. The Borrower shall repay the
aggregate outstanding principal amount of the Term Loan in consecutive
quarterly installments on the last Business Day of each of March, June,
September and December commencing September 30, 2015 as set forth below,
except as the amounts of individual installments may be adjusted
pursuant to Section 4.4 hereof:
Payment Date
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Installment Payment Amount
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September 30, 2015
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$3,906,250
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December 31, 2015
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$3,906,250
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March 31, 2016
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$3,906,250
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June 30, 2016
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$5,859,375
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September 30, 2016
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$5,859,375
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December 31, 2016
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$5,859,375
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March 31, 2017
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$5,859,375
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June 30, 2017
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$5,859,375
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September 30, 2017
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$5,859,375
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December 31, 2017
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$5,859,375
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March 31, 2018
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$5,859,375
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June 30, 2018
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$7,812,500
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September 30, 2018
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$7,812,500
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December 31, 2018
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$7,812,500
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Term Loan Maturity Date
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Remainder of Term Loan Facility
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If not sooner paid, the Term Loan shall be paid in full, together with
accrued interest thereon, on the Term Loan Maturity Date.”;
(l) deleting Section 9.10
thereof in its entirety and replacing it with the following:
“SECTION 9.10 Use of Proceeds. On or after the
Second Amendment Effective Date, use the proceeds of the Term Loan and
Extensions of Credit under the Revolving Credit Facility to (a) pay
fees, commissions and expenses incurred in connection with the Second
Amendment and (b) finance ongoing working capital requirements and other
general corporate purposes (including permitted payments of Debt,
permitted share repurchases, permitted dividends and Permitted
Acquisitions).”;
(m) deleting the reference to “3.00 to 1.00” contained in Section
10.1 thereof and replacing it with “3.50 to 1.00”;
(n) deleting Section 10.3
thereof in its entirety;
(o) deleting the reference to “2.50 to 1.00” contained in Section
11.3(h)(viii) thereof and replacing it with “3.00 to 1.00”; and
(p) deleting the reference to “2.75 to 1.00” contained in clause
(c) of Section 11.14 thereof and replacing it with “3.00 to 1.00”.
3. Agreement Regarding
Term Loans.
(a) Notwithstanding anything to the contrary contained in the
Credit Agreement, each of the parties hereto acknowledges and agrees
that a second advance in the aggregate principal amount of $112,500,000
shall be permitted to be made under the Term Loan on the effective date
of this Agreement and that all amounts so advanced shall increase the
outstanding principal amount of the Term Loan and shall for all purposes
under the Loan Documents be deemed to be a part of the Term
Loan. References in the Credit Agreement and the other Loan Documents
to the Term Loan and the Term Loan Facility shall include the amounts
advanced in accordance with this paragraph on the effective date of this
Agreement.
(b) Subject to the terms and conditions of this Agreement, the
Credit Agreement and the other Loan Documents, and in reliance upon the
representations and warranties set forth herein and therein, each of the
financial institutions listed on Part A of Schedule I hereto
(each, an “Increasing Term Loan Lender” and, collectively,
the “Increasing Term Loan Lenders”) severally agrees to
make its portion of the second advance of the Term Loan to the Borrower
in a single draw on the effective date of this Agreement in a principal
amount equal to the amount set forth for such Increasing Term Loan
Lender on Part A of Schedule I hereto (it being acknowledged and
agreed that the amounts set forth on Part A of Schedule I hereto
shall be in addition to any portion of the Term Loan held by any such
Increasing Term Loan Lender immediately prior to the effectiveness of
this Agreement). After giving effect to funding of the second advance
under the Term Loan, each Lender shall hold the aggregate outstanding
principal amount of the Term Loan set forth opposite such Lender’s name
on Part A of Schedule II hereto. Each Increasing Term Loan
Lender acknowledges and agrees that its Commitment with respect to the
amounts to be advanced in connection with the second advance under the
Term Loan on the effective date of this Agreement shall be in the amount
set forth for such Increasing Term Loan Lender on Part A of Schedule I
hereto and that its Term Loan Percentage with respect to such advance
shall be equal to the ratio of such Commitment to the total principal
amount of such advance.
4. Agreement Regarding
Revolving Credit Commitments and Revolving Credit Loans.
(a) Subject to the terms and conditions of this Agreement, the
Credit Agreement and the other Loan Documents, and in reliance upon the
representations and warranties set forth herein and therein, each of the
financial institutions listed on Part B of Schedule I hereto
(each, an “Increasing Revolving Credit Lender” and,
collectively, the “Increasing Revolving Credit Lenders” and
the Increasing Revolving Credit Lenders, collectively with the
Increasing Term Loan Lenders, the “Increasing Lenders”)
severally agrees to make Revolving Credit Loans in Dollars to the
Borrower from time to time from and after the effectiveness of this
Agreement until the Revolving Credit Maturity Date in an aggregate
amount set forth on Part B of Schedule I hereto (it being
acknowledged and agreed that the amounts set forth on Part B of Schedule
I hereto shall be in addition to the Revolving Credit Commitment of
any such Increasing Revolving Credit Lender that is in effect
immediately prior to the effectiveness of this Agreement). After giving
effect to the increase in the aggregate Revolving Credit Commitment
contemplated in this Agreement the Revolving Credit Commitment of each
Revolving Credit Lender (including the Increasing Revolving Credit
Lenders) shall be as set forth on Part B of Schedule II hereto as
of the effective date of this Agreement, as such amount may, after such
effective date, be reduced or modified at any time or from time to time
pursuant to, and in accordance with, the terms of the Credit Agreement.
(b) Concurrently with the effectiveness of this Agreement, the
outstanding Extensions of Credit under the Revolving Credit Facility
will be reallocated by the Administrative Agent among the Revolving
Credit Lenders (including the Increasing Revolving Credit Lenders) in
accordance with their revised Revolving Credit Commitment Percentages
after giving effect to the increase in the aggregate Revolving Credit
Commitment (and each of the Revolving Credit Lenders agrees to make all
payments and adjustments necessary to effect such reallocation and the
Borrower shall pay any and all costs required pursuant to Section 5.9
of the Credit Agreement in connection with such reallocation as if such
reallocation were a repayment).
5. Effectiveness. Upon
the satisfaction or waiver of each of the following conditions, this
Agreement shall be deemed to be effective:
(a) the Administrative Agent shall have received counterparts of
this Agreement executed by the Administrative Agent, the Required
Lenders, each of the Increasing Lenders and each of the Credit Parties
(including ZRC);
(b) the Administrative Agent shall have received favorable
opinions of counsel to each Credit Party (including ZRC) addressed to
the Administrative Agent and the Lenders (including, without limitation,
the Increasing Lenders) with respect to the Credit Parties (including
ZRC), the Loan Documents and such other matters as the Administrative
Agent shall reasonably request;
(c) the Administrative Agent shall have received a certificate of
a Responsible Officer of each Credit Party (other than ZRC) certifying
as to the incumbency and genuineness of the signature of each officer of
such Credit Party executing this Agreement and each of the other Loan
Documents to which it is a party and certifying that (A) the articles or
certificate of incorporation or formation, certificate of partnership or
other organizational document, as applicable, of such Credit Party and
the bylaws, operating agreement, partnership agreement or other
governing document, as applicable, of such Credit Party, in each case
that were delivered to the Administrative Agent on the Closing Date of
the Credit Agreement have not been amended, restated, modified or
supplemented in any respect (or if such certification cannot be made,
attaching, and certifying as to the truth, correctness and completion
of, any such amendment, restatement, modification or supplement, as
applicable), (B) attached thereto is a true, correct and complete copy
of resolutions duly adopted by the board of directors or other
applicable governing authority of such Credit Party authorizing the
transactions contemplated hereunder and the execution, delivery and
performance of this Agreement and the other applicable Loan Documents to
which it is a party, and (C) attached thereto is a true, correct and
complete copy of each certificate of a recent date of (1) the good
standing of each Credit Party (other than ZRC) under the laws of its
jurisdiction of organization and (2) to the extent available from the
applicable jurisdiction, a certificate of the relevant taxing
authorities of the jurisdiction of organization of each Credit Party
certifying that such Credit Party has filed required tax returns and
owes no delinquent taxes;
(d) the Administrative Agent shall have received a certificate of
a Responsible Officer of ZRC certifying as to the incumbency and
genuineness of the signature of each officer of ZRC executing this
Agreement and each of the other Loan Documents to which it is a party
and certifying that attached thereto is a true, correct and complete
copy of (A) the articles or certificate of incorporation of ZRC and all
amendments thereto, certified as of a recent date by the appropriate
Governmental Authority in its jurisdiction of incorporation or
organization, (B) the bylaws of ZRC as in effect on the date of such
certifications, (C) resolutions duly adopted by the board of directors
or other applicable governing authority of ZRC authorizing the
transactions contemplated hereunder and the execution, delivery and
performance of this Agreement and the other Loan Documents to which it
is a party, and (D) a true, correct and complete copy of each
certificate of a recent date of the good standing of ZRC under the laws
of its jurisdiction of organization;
(e) the Borrower shall have delivered to the Administrative Agent
the supplemental schedules to the Collateral Agreement contemplated by
Section 17(d) below;
(f) all filings and recordations that are necessary to perfect the
security interests of the Administrative Agent, on behalf of the Secured
Parties, in the Collateral granted by ZRC hereunder shall have been
forwarded for filing in all appropriate locations and the Administrative
Agent shall have received evidence satisfactory thereto that upon such
filings and recordations such security interests constitute valid and
perfected first priority Liens therein, subject to any Liens permitted
under Section 11.2 of the Credit Agreement;
(g) the Administrative Agent shall have received original stock
certificates or other certificates evidencing the Capital Stock of ZRC
pledged as Collateral together with an undated stock power for each such
certificate duly executed in blank by the registered owner thereof;
(h) the Borrower shall have delivered to the Administrative Agent
a certificate, in form and substance satisfactory to the Administrative
Agent, and certified as accurate by the chief financial officer or
treasurer of the Borrower, certifying that (A) after giving effect to
the funding of the second advance under the Term Loan and the increase
in the aggregate Revolving Credit Commitment (and any Extensions of
Credit thereunder) effected hereunder and the other transactions
contemplated to occur on the effective date of this Agreement, the
Borrower and the Credit Parties (including ZRC), taken as a whole, are
Solvent, and (B) attached thereto are calculations evidencing compliance
on a pro forma basis with the covenants contained in Sections
10.1 and 10.2 of the Credit Agreement after giving effect to
the amendments set forth in this Agreement, the funding of the second
advance under the Term Loan and the increase in the aggregate Revolving
Credit Commitment (and any Extensions of Credit thereunder) effected
hereunder and the other transactions contemplated to occur on the
effective date of this Agreement;
(i) the Administrative Agent shall have the results of a Lien
search made against each Credit Party (which, solely in the case of ZRC,
shall include a search as to judgments, pending litigation, bankruptcy
and tax matters) indicating among other things that its assets are free
and clear of any Lien except for Liens permitted under the Credit
Agreement;
(j) the Credit Parties (including ZRC) shall have received all
governmental, shareholder and third party consents and approvals
required (or any other material consents as determined in the reasonable
discretion of the Administrative Agent) in connection with the
transactions contemplated by this Agreement and the other Loan Documents
and the other transactions contemplated hereby and thereby and all
applicable waiting periods shall have expired without any action being
taken by any Person that could reasonably be expected to restrain,
prevent or impose any material adverse conditions on any of the Credit
Parties (including ZRC) or such other transactions or that could seek or
threaten any of the foregoing;
(k) no action, proceeding, investigation, regulation or
legislation shall have been instituted, threatened or proposed before
any Governmental Authority (including the SEC and any state securities
regulatory authorities) to enjoin, restrain, or prohibit, or to obtain
substantial damages in respect of, or which is related to or arises out
of this Agreement, the other Loan Documents or the consummation of the
transactions contemplated hereby or thereby, or which, in the
Administrative Agent’s sole discretion, would make it inadvisable to
consummate the transactions contemplated by this Agreement and such
other Loan Documents;
(l) since September 28, 2014, no Material Adverse Effect, or
circumstance or condition that could reasonably be expected to result in
a Material Adverse Effect, has occurred;
(m) each Credit Party (including ZRC) shall have provided to the
Administrative Agent and the Lenders the documentation and other
information requested by the Administrative Agent in order to comply
with the requirements of the Patriot Act, applicable “know your
customer” and anti-money laundering rules and regulations; and
(n) the Borrower shall have paid to Wells Fargo Securities, LLC
and/or the Consenting Lenders, as the case may be, such fees and
out-of-pocket charges and other expenses in connection with this
Agreement and the transactions contemplated hereby, as shall have been
separately agreed upon in writing in the amounts and at the time so
specified, including, without limitation, the reasonable fees and
disbursements of counsel for the Administrative Agent.
Without limiting the generality of the provisions of the last paragraph
of Section 13.3 of the Credit Agreement, for purposes of
determining compliance with the conditions specified in this Section 5,
each Lender that has signed this Agreement shall be deemed to have
consented to, approved or accepted or to be satisfied with, each
document or other matter required thereunder to be consented to or
approved by or acceptable or satisfactory to a Lender unless the
Administrative Agent shall have received notice from such Lender prior
to the proposed effective date hereof specifying its objection thereto.
6. Limited Effect. Except
as expressly provided herein, the Credit Agreement and the other Loan
Documents shall remain unmodified and in full force and effect. This
Agreement shall not be deemed (a) to be a waiver of, or consent to, or a
modification or amendment of, any other term or condition of the Credit
Agreement or any other Loan Document other than as expressly set forth
herein, (b) to prejudice any right or rights which the Administrative
Agent or the Lenders may now have or may have in the future under or in
connection with the Credit Agreement or the other Loan Documents or any
of the instruments or agreements referred to therein, as the same may be
amended, restated, supplemented or modified from time to time, or (c) to
be a commitment or any other undertaking or expression of any
willingness to engage in any further discussion with the Borrower, any
of its Subsidiaries or any other Person with respect to any other
waiver, amendment, modification or any other change to the Credit
Agreement or the Loan Documents or any rights or remedies arising in
favor of the Lenders or the Administrative Agent, or any of them, under
or with respect to any such documents. References in the Credit
Agreement to “this Agreement” (and indirect references such as
“hereunder”, “hereby”, “herein”, “hereof” or other words of like import)
and in any Loan Document to the “Credit Agreement” shall be deemed to be
references to the Credit Agreement as modified hereby.
7. Representations and
Warranties. The Borrower and each Guarantor represents and warrants
that (a) it has the corporate power and authority to make, deliver and
perform this Agreement, (b) it has taken all necessary corporate or
other action to authorize the execution, delivery and performance of
this Agreement, (c) this Agreement has been duly executed and delivered
on behalf of such Person, (d) this Agreement constitutes a legal, valid
and binding obligation of such Person, enforceable against it in
accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the enforcement of creditors’ rights generally and by
general equitable principles (whether enforcement is sought by
proceedings in equity or at law), (e) each of the representations and
warranties made by the Borrower and the Guarantors in or pursuant to the
Loan Documents is true and correct in all material respects (except to
the extent that such representation and warranty is subject to a
materiality or Material Adverse Effect qualifier, in which case it shall
be true and correct in all respects), in each case on and as of the date
hereof as if made on and as of the date hereof, except to the extent
that such representations and warranties relate to an earlier date, in
which case such representations and warranties are true and correct in
all material respects as of such earlier date and (f) except as
expressly waived by Section 1 of this Agreement, no Default or Event of
Default has occurred and is continuing as of the date hereof or after
giving effect hereto.
8. Acknowledgement and
Reaffirmation. By their execution hereof, the Borrower and each
Guarantor hereby expressly (a) consent to this Agreement and (b)
acknowledge that the covenants, representations, warranties and other
obligations set forth in the Credit Agreement, the Notes and the other
Loan Documents to which the Borrower or such Guarantor is a party remain
in full force and effect. Without limiting the foregoing, each Borrower
and each Guarantor hereby ratifies and reaffirms its grant of liens on
or security interests in any of its properties pursuant to one or more
of the Loan Documents as security for the Obligations arising under or
pursuant to and as defined in the Credit Agreement, and confirms and
agrees that, subsequent to, and after giving effect to this Agreement,
such liens and security interests shall continue to secure all of the
Obligations arising under or pursuant to, and as defined in, the Credit
Agreement. Without limiting the foregoing, JBX General Partner LLC, a
Delaware limited liability company (“JBX GP”) hereby
consents to the pledge of the interest of JBX Limited Partner LLC, a
Delaware limited liability company (“JBX LP”) in Jack in
the Box Eastern Division L.P., a Texas limited partnership (“Eastern
Division”) under the Collateral Agreement, and JBX LP hereby
consents to the pledge of the interest of JBX GP in Eastern Division
under the Collateral Agreement.
9. Costs, Expenses and
Taxes. The Borrower agrees to pay in accordance with Section
14.2 of the Credit Agreement all invoiced and reasonable costs and
expenses of the Administrative Agent in connection with the preparation,
execution, delivery, administration of this Agreement and the other
instruments and documents to be delivered hereunder, including, without
limitation, the reasonable fees and out-of-pocket expenses of counsel
for the Administrative Agent with respect thereto and with respect to
advising the Administrative Agent as to its rights and responsibilities
hereunder and thereunder.
10. Execution in Counterparts. This
Agreement may be executed by one or more of the parties to this
Agreement on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the
same instrument. Delivery of an executed signature page of this
Agreement by facsimile transmission or other electronic transmission
(e.g., by “.pdf” or “.tif” format) shall be effective as delivery of a
manually executed counterpart hereof.
11. Governing Law. This
Agreement and the rights and obligations of the parties under this
Agreement shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York (including Section
5-1401 and Section 5-1402 of the General Obligations Law of the State of
New York), without reference to the conflicts or choice of law
principles thereof.
12. Entire Agreement. This
Agreement is the entire agreement, and supersedes any prior agreements
and contemporaneous oral agreements, of the parties concerning its
subject matter.
13. Successors and Assigns. This
Agreement shall be binding on and inure to the benefit of the parties
and their heirs, beneficiaries, successors and permitted assigns.
14. New Lenders. Each
Increasing Lender that prior to its execution of this Agreement is not a
Lender hereby (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver
this Agreement and to consummate the transactions contemplated by this
Agreement, the Credit Agreement and the other Loan Documents and to
become a Lender under the Credit Agreement and the other Loan Documents
and perform all of its obligations thereunder, (ii) it meets all
requirements to be an assignee under the Credit Agreement, (iii) from
and after the effectiveness of this Agreement, it shall be bound by the
provisions of the Credit Agreement as a Lender thereunder and, to the
extent of its portion of the Term Loan (if any) as set forth on Part A
of Schedule I hereto and its Revolving Credit Commitment as set
forth on Part B of Schedule I hereto, shall have the obligations
of a Lender thereunder, (iv) it is sophisticated with respect to
decisions to participate in credit facilities of the type represented by
the Credit Agreement and this Agreement and either it, or the person
exercising discretion in making its decision to participate in the
credit facilities evidenced by the Credit Agreement, is experienced with
credit facilities of such type, (v) it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 8.1 thereof and such other
documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Agreement and to commit
to make a portion of the Term Loan or the increased Revolving Credit
Commitment, as applicable, on the basis of which it has made such
analysis and decision independently and without reliance on the
Administrative Agent or any other Lender, and (vi) if it is a Foreign
Lender, it has provided to the Administrative Agent and the Borrower
duly completed and executed documentation required to be delivered by it
pursuant to the terms of the Credit Agreement and (b) agrees that (i) it
will, independently and without reliance on the Administrative Agent or
any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Loan Documents and
(ii) it will perform in accordance with their terms all of the
obligations that by the terms of the Loan Documents are required to be
performed by it as a Lender.
15. FATCA. For
purposes of determining withholding Taxes imposed under FATCA, from and
after the effective date of this Agreement, the Borrower and the
Administrative Agent shall treat (and the Lenders hereby authorize the
Administrative Agent to treat) this Agreement as not qualifying as a
“grandfathered obligation” within the meaning of Treasury Regulation
Section 1.1471-2(b)(2)(i).
16. Guaranty Agreement
Supplement.
(a) ZRC hereby agrees that by execution of this Agreement it is a
Restricted Subsidiary under the Credit Agreement, a Guarantor under the
Guaranty Agreement as if a signatory thereof on the Closing Date and a
“Credit Party” under the Credit Agreement, and ZRC (i) shall comply
with, be subject to, and have the benefit of, all of the terms,
conditions, covenants, agreements and obligations set forth in the
Guaranty Agreement and (ii) hereby as of the date hereof makes each
representation and warranty set forth in the Credit Agreement and the
Guaranty Agreement. The parties acknowledge and agree that this
Agreement shall constitute a supplement to the Guaranty Agreement in
form and substance satisfactory to the Administrative Agent under
Section 27 of the Guaranty Agreement.
(b) The Borrower and ZRC hereby agree that, except as expressly
set forth herein, each reference to a “Guarantor” or the “Guarantors”
and “Credit Party” or the “Credit Parties” in this Agreement, the Credit
Agreement, the Guaranty Agreement and the other Loan Documents shall
include ZRC, and each reference to the “Guaranty Agreement” or
“Guaranty” as used therein shall mean the Guaranty Agreement as
supplemented hereby.
17. Collateral Agreement
Supplement.
(a) Joinder to the
Collateral Agreement.
(i) The Borrower and ZRC hereby agree that by execution
of this Agreement, ZRC is a party to the Collateral Agreement as if a
signatory thereof as a Grantor and as an Issuer on the Closing Date, and
ZRC (A) shall comply with, and be subject to, and have the benefit of,
all of the terms, covenants, conditions, agreements and obligations set
forth in the Collateral Agreement and (B) hereby as of the date hereof
makes each representation and warranty set forth in the Collateral
Agreement (subject to the information set forth on the schedules
delivered pursuant to clause (d) below). The Borrower and ZRC hereby
agree that each reference to a “Grantor”, the “Grantors”, an “Issuer”,
the “Issuers”, a “Subsidiary Issuer” or the “Subsidiary Issuers” in the
Collateral Agreement and the other Loan Documents shall include
ZRC. The parties acknowledge and agree that this Agreement shall
constitute a joinder to the Collateral Agreement in form and substance
satisfactory to the Administrative Agent under Section 7.15 of the
Collateral Agreement.
(ii) In order to secure the prompt and complete payment
and performance when due (whether at the stated maturity, by
acceleration or otherwise) of the Obligations in accordance with the
terms of the Credit Agreement and the other Loan Documents, ZRC hereby
grants, pledges and collaterally assigns to the Administrative Agent,
for the ratable benefit of itself and the Secured Parties, a security
interest in and to all of ZRC’s right, title and interest in and to all
Collateral whether now owned or at any time hereafter acquired by ZRC or
in which ZRC now has or at any time in the future may acquire any right,
title or interest, and wherever located or deemed located (collectively,
the “New Collateral”).
(iii) The Borrower and ZRC hereby agree that “Collateral”
as used in the Collateral Agreement and the Credit Agreement shall
include all New Collateral pledged pursuant hereto, “Investment
Property” and “Equity Interests”, as applicable, as used therein shall
include the New Collateral pledged pursuant hereto and “Collateral
Agreement” or “Agreement” as used therein shall mean the Collateral
Agreement as supplemented hereby.
(iv) QRC of Kansas, LLC, a Kansas limited liability
company and a Subsidiary of ZRC, hereby executes this Agreement in the
capacity as a Subsidiary Issuer (as such term is defined in the
Collateral Agreement) and agrees to be bound by the terms and provisions
of the Collateral Agreement applicable to Subsidiary Issuers.
(b) Filing Information and
Perfection. The Borrower and ZRC shall deliver to the
Administrative Agent such certificates and other documents (including,
without limitation, UCC-1 financing statements, stock certificates,
stock powers, unit certificates and unit powers, as applicable) and take
such action as the Administrative Agent shall reasonably request in
order to effectuate the terms hereof and of the Collateral Agreement.
(c) Acknowledgement and
Consent. ZRC hereby acknowledges receipt of a copy of this
Agreement, Credit Agreement, Collateral Agreement, the Guaranty
Agreement and the other Loan Documents to which it is a party and agrees
for the benefit of the Administrative Agent and the Secured Parties to
be bound thereby and to comply with the terms thereof insofar as such
terms are applicable to it.
(d) Schedules to the
Collateral Agreement. Attached hereto as Annex A
is a supplement to each of the Schedules to the Collateral Agreement,
including Schedules 3.6 and 3.7 thereto, setting forth all
information required to be provided therein with respect to ZRC.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed under seal by their respective duly authorized officers, all as
of the day and year first written above.
|
BORROWER:
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|
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JACK IN THE BOX INC., as the Borrower
|
|
|
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By:
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/s/ Paul D. Melancon
|
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Name:
|
Paul D. Melancon.
|
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Title:
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Senior Vice President, Finance, Controller & Treasurer
|
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|
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GUARANTORS:
|
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JBX GENERAL PARTNER LLC, as a Guarantor
|
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|
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By:
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Jack in the Box Inc.,
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as sole member
|
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|
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By:
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/s/ Paul D. Melancon
|
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Name:
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Paul D. Melancon
|
|
Title:
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Senior Vice President, Finance, Controller & Treasurer
|
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|
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JBX LIMITED PARTNER LLC, as a Guarantor
|
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|
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By:
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Jack in the Box Inc.,
|
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as sole member
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By:
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/s/ Paul D. Melancon
|
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Name:
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Paul D. Melancon
|
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Title:
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Senior Vice President, Finance, Controller & Treasurer
|
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JACK IN THE BOX EASTERN DIVISION L.P., as a Guarantor
|
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|
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By:
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JBX General Partner LLC,
|
|
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as general partner
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|
|
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By: Jack in the Box Inc. as sole member
|
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|
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By:
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/s/ Paul D. Melancon
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Name:
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Paul D. Melancon
|
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Title:
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Senior Vice President, Finance, Controller & Treasurer
|
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QDOBA RESTAURANT CORPORATION, as a Guarantor
|
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By:
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/s/ Bruce Vermilyea
|
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Name:
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Bruce Vermilyea
|
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Title:
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Treasurer, Vice President and Controller
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ZRC OPERATIONS COMPANY, INC., as a Guarantor
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By:
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/s/ Bruce Vermilyea
|
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Name:
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Bruce Vermilyea
|
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Title:
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President & Treasurer
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QRC OF KANSAS, LLC, as a Subsidiary Issuer
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By:
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/s/ Bruce Vermilyea
|
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Name:
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Bruce Vermilyea
|
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Title:
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Manager
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AGENT AND LENDERS:
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WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative
Agent and a Consenting Lender
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By:
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/s/ Stephen Leon
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Name:
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Stephen Leon
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Title:
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Managing Director
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BANK OF AMERICA, N.A., as a Consenting Lender
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By:
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/s/ Aron Frey
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Name:
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Aron Frey
|
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Title:
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Assistant Vice President
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COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. “RABOBANK
NEDERLAND” NEW YORK BRANCH, as a Consenting Lender
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By:
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/s/ Matthew Gregg
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Name:
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Matthew Gregg
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Title:
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Vice President
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By:
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/s/ Gillian Dickson
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Name:
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Gillian Dickson
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Title:
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Executive Director
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FIFTH THIRD BANK, as a Consenting Lender
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By:
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/s/ Jeffery K. Hoffman
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Name:
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Jeffery K. Hoffman
|
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Title:
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Senior Vice President
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COMPASS BANK, as a Consenting Lender
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By:
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/s/ Jeffery Piccinelli
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Name:
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Jeffery K. Piccinelli
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Title:
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Senior Vice President
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MORGAN STANLEY BANK, N.A., as a Consenting Lender
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By:
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/s/ Michael King
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Name:
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Michael King
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Title:
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Authorized Signatory
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CITIZENS BANK, N.A., as a Consenting Lender
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By:
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/s/ Dan Agnew
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Name:
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Dan Agnew
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Title:
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SVP
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U.S. BANK NATIONAL ASSOCIATION, as a Consenting Lender
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By:
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/s/ Jeff Benedix
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Name:
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Jeff Benedix
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Title:
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Vice President
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BANK OF THE WEST, as a Consenting Lender
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|
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By:
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/s/ Jason Antrim
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Name:
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Jason Antrim
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Title:
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Vice President
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FIRST TENNESSEE BANK NATIONAL ASSOCIATION, as a Consenting
Lender
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By:
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/s/ Joseph M. Evangelisti
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Name:
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Joseph M. Evangelisti
|
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Title:
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Executive Vice President
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CADENCE BANK, N.A., as a Consenting Lender
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By:
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/s/ Charles M. Joye III
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Name:
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Charles M. Joye III
|
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Title:
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Senior Vice President
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CRÉDIT INDUSTRIEL ET COMMERCIAL, as a Consenting Lender
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By:
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/s/ Clifford Abramsky
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Name:
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Clifford Abramsky
|
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Title:
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Managing Director
|
|
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By:
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/s/ Garry Weiss
|
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Name:
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Garry Weiss
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Title:
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Managing Director
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CITY NATIONAL BANK, as a Consenting Lender
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By:
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/s/ Diane Morgan
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Name:
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Diane Morgan
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Title:
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Vice President
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PNC BANK, NATIONAL ASSOCIATION, as a Consenting Lender
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|
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By:
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/s/ Matthew D. Meister
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Name:
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Matthew D. Meister
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Title:
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Vice President
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REGIONS BANK, as a Consenting Lender
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|
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By:
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/s/ Jake Nash
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Name:
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Jake Nash
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Title:
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Managing Director
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MANUFACTURERS BANK, as a Consenting Lender
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By:
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/s/ Sandy Lee
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Name:
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Sandy Lee
|
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Title:
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Vice President
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MUFG UNION BANK, N.A., as a Consenting Lender
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|
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By:
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/s/ Michael Bell
|
|
Name:
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Michael Bell
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Title:
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Vice President
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BRANCH BANKING AND TRUST COMPANY, as a Consenting Lender
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By:
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/s/ M. Scott Donaldson
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Name:
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M. Scott Donaldson
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Title:
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Senior Vice President
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WEBSTER BANK, NATIONAL ASSOCIATION, as a Consenting Lender
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By:
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/s/ Robert E. Meditz
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Name:
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Robert E. Meditz
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Title:
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Vice President
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SCHEDULE I
Part A: INCREASING
TERM LOAN COMMITMENTS
LENDER
|
PRINCIPAL
AMOUNT
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Wells Fargo Bank, National Association
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$12,771,306.81
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Bank of America, N.A.
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$5,944,602.27
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Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. “Rabobank
Nederland” New York Branch
|
$14,669,744.32
|
Fifth Third Bank
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$3,760,653.41
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Citizens Bank, N.A.
|
$5,752,840.91
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Regions Bank
|
$8,373,579.55
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MUFG Union Bank, N.A.
|
$20,454,545.45
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U.S. Bank National Association
|
$8,373,579.55
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Bank of the West
|
$6,127,840.91
|
Compass Bank
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PNC Bank, National Association
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$3,547,585.23
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First Tennessee Bank, National Association
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$2,183,948.86
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Branch Banking and Trust Company
|
$9,545,454.55
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City National Bank
|
$2,812,500.00
|
Cadence Bank, N.A.
|
|
Crédit Industriel Et Commercial
|
|
Morgan Stanley Bank, N.A.
|
$2,727,272.73
|
Webster Bank, National Association
|
$5,454,545.45
|
Manufacturer's Bank
|
|
Total
|
$112,500,000.00
|
Part B: INCREASING
REVOLVING CREDIT COMMITMENTS
LENDER
|
PRINCIPAL
AMOUNT
|
Wells Fargo Bank, National Association
|
$34,056,818.19
|
Bank of America, N.A.
|
$15,852,272.73
|
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. “Rabobank
Nederland” New York Branch
|
$39,119,318.18
|
Fifth Third Bank
|
$10,028,409.09
|
Citizens Bank, N.A.
|
$15,340,909.09
|
Regions Bank
|
$22,329,545.45
|
MUFG Union Bank, N.A.
|
$54,545,454.55
|
U.S. Bank National Association
|
$22,329,545.45
|
Bank of the West
|
$16,340,909.09
|
Compass Bank
|
|
PNC Bank, National Association
|
$9,460,227.27
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First Tennessee Bank, National Association
|
$5,823,863.64
|
Branch Banking and Trust Company
|
$25,454,545.45
|
City National Bank
|
$7,500,000.00
|
Cadence Bank, N.A.
|
|
Crédit Industriel Et Commercial
|
|
Morgan Stanley Bank, N.A.
|
$7,272,727.27
|
Webster Bank, National Association
|
$14,545,454.55
|
Manufacturer's Bank
|
|
Total
|
$300,000,000.00
|
SCHEDULE II
Part A:
|
OUTSTANDING TERM LOAN AMOUNTS (AFTER GIVING EFFECT TO THE
SECOND ADVANCE ON THE EFFECTIVE DATE OF THE WAIVER, JOINDER AND
SECOND AMENDMENT)
|
LENDER
|
PRINCIPAL
AMOUNT
|
Wells Fargo Bank, National Association
|
$39,724,431.81
|
Bank of America, N.A.
|
$32,897,727.27
|
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. “Rabobank
Nederland” New York Branch
|
$34,005,681.82
|
Fifth Third Bank
|
$23,096,590.91
|
Citizens Bank, N.A.
|
$22,159,090.91
|
Regions Bank
|
$18,920,454.55
|
MUFG Union Bank, N.A.
|
$20,454,545.45
|
U.S. Bank National Association
|
$18,920,454.55
|
Bank of the West
|
$13,159,090.91
|
Compass Bank
|
$11,718,750.00
|
PNC Bank, National Association
|
$11,164,772.73
|
First Tennessee Bank, National Association
|
$9,801,136.36
|
Branch Banking and Trust Company
|
$9,545,454.55
|
City National Bank
|
$7,500,000.00
|
Cadence Bank, N.A.
|
$7,031,250.00
|
Crédit Industriel Et Commercial
|
$7,031,250.00
|
Morgan Stanley Bank, N.A.
|
$2,727,272.73
|
Webster Bank, National Association
|
$5,454,545.45
|
Manufacturer's Bank
|
$4,687,500.00
|
Total
|
$300,000,000.00
|
SCHEDULE II
Part B:
|
TOTAL REVOLVING CREDIT COMMITMENTS (AFTER GIVING EFFECT TO THE
INCREASE ON THE EFFECTIVE DATE OF THE WAIVER, JOINDER AND SECOND
AMENDMENT)
|
LENDER
|
PRINCIPAL
AMOUNT
|
Wells Fargo Bank, National Association
|
$120,306,818.19
|
Bank of America, N.A.
|
$102,102,272.73
|
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. “Rabobank
Nederland” New York Branch
|
$100,994,318.18
|
Fifth Third Bank
|
$71,903,409.09
|
Citizens Bank, N.A.
|
$52,840,909.09
|
Regions Bank
|
$56,079,545.45
|
MUFG Union Bank, N.A.
|
$54,545,454.55
|
U.S. Bank National Association
|
$56,079,545.45
|
Bank of the West
|
$38,840,909.09
|
Compass Bank
|
$37,500,000.00
|
PNC Bank, National Association
|
$33,835,227.27
|
First Tennessee Bank, National Association
|
$30,198,863.64
|
Branch Banking and Trust Company
|
$25,454,545.45
|
City National Bank
|
$22,500,000.00
|
Cadence Bank, N.A.
|
$22,500,000.00
|
Crédit Industriel Et Commercial
|
$22,500,000.00
|
Morgan Stanley Bank, N.A.
|
$22,272,727.27
|
Webster Bank, National Association
|
$14,545,454.55
|
Manufacturer's Bank
|
$15,000,000.00
|
Total
|
$900,000,000.00
|
ANNEX A
Schedules to the Collateral Agreement
[See attached]
COLLATERAL AGREEMENT
SUPPLEMENTAL DISCLOSURE SCHEDULES
Schedule 3.6
|
Jurisdiction of Organization; Taxpayer Identification Number;
Registered Organization Number; Chief Executive Office and Other
Locations
|
|
Schedule 3.7
|
Pledged Stock and Partnership/LLC Interests
|
SCHEDULE 3.6 — JURISDICTION OF ORGANIZATION; TAXPAYER IDENTIFICATION
NUMBER:
REGISTERED ORGANIZATION NUMBER; CHIEF EXECUTIVE OFFICE
AND
OTHER LOCATIONS
ZRC Operations Company, Inc.,
|
|
State of Organization:
|
Colorado
|
Taxpayer Identification Number:
|
84-1480725
|
Registered Organization Number:
|
19981194901
|
Chief Executive Office:
|
9330 Balboa Avenue, San Diego, CA 92123
|
Book and Records Locations:
|
9330 Balboa Avenue, San Diego, CA 92123
|
Inventory/Equipment Locations:
|
CA, CO, CT, ID, IA, IL, IN, KY, MA, MD, ME, MI, MN, MO, MT, ND,
NE, NH, NJ, NY, PA, RI, SD, TN, VA, WA
|
Trade/Fictitious Business Names:
|
Qdoba Mexican Grill ZTeca Mexican Grill
|
SCHEDULE 3.7 — PLEDGE STOCK AND PARTNERSHIP / LLC INTERESTS
Certified Securities:
ZRC Operations Company, Inc.:
None
Partnership/LLC Interests:
ZRC Operations Company, Inc.:
Name of Issuer (including identification of type of entity)
|
Type of Ownership Interest
|
Certificate Number (if any)
|
Percentage of Ownership Interests of such Type
|
QRC of Kansas, LLC
|
Membership Interests
|
Uncertificated
|
100%
|
Exhibit 99.1
Jack in
the Box Inc. Amends Credit Agreement
SAN DIEGO--(BUSINESS WIRE)--July 7, 2015--Jack in the Box Inc. (NASDAQ:
JACK) today announced completion of an amendment to its existing senior
credit facility. Under the terms of the amendment, the credit facility
was increased to $1.2 billion, which consists of a $300 million term
loan and $900 million revolving credit facility.
Following the amendment on July 1, 2015, $300 million was outstanding on
the term loan and approximately $382 million was drawn or used for
letters of credit under the revolving credit facility.
There was no change to the maturity date or interest rates for either
facility. The maturity date for both the revolving credit facility and
the term loan will remain in March 2019. The interest rate on the senior
credit facility is based on the company’s leverage ratio and can range
from LIBOR plus 1.25 percent to 2.00 percent. The interest rate as of
the date of the amendment was LIBOR plus 1.75 percent.
The amendment also raised the maximum leverage ratio from 3.0 times to
3.5 times, permits unlimited restricted payments if pro forma leverage
is less than 3.0 times (from 2.75 times previously), subject to pro
forma fixed charge covenant compliance, and eliminates the annual
limitation on capital expenditures.
“The amended credit agreement provides us with more than $400 million of
additional borrowing capacity to support the company’s strategic
priorities,” said Jerry Rebel, executive vice president and chief
financial officer. “With our growing level of EBITDA, the extra capacity
will enable us to comfortably maintain leverage within a 2 to 3 times
range.”
Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, and Cooperative Centrale Raiffesisen-Boerenleenbank B.A.
“Rabobank International” New York Branch served as joint lead arrangers
and joint lead bookrunners.
About Jack in the Box Inc.
Jack in the Box Inc. (NASDAQ: JACK), based in San Diego, is a restaurant
company that operates and franchises Jack in the Box® restaurants,
one of the nation’s largest hamburger chains, with more than 2,200
restaurants in 21 states and Guam. Additionally, through a wholly owned
subsidiary, the company operates and franchises Qdoba Mexican Grill®,
a leader in fast-casual dining, with more than 600 restaurants in 47
states, the District of Columbia and Canada. For more information on
Jack in the Box and Qdoba, including franchising opportunities, visit www.jackinthebox.com
or www.qdoba.com.
CONTACT:
Jack in the Box Inc.
Investor Contact:
Carol
DiRaimo, (858) 571-2407
or
Media Contact:
Brian Luscomb,
(858) 571-2291
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