BRAVO BRIO RESTAURANT GROUP, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement

Edgar Glimpses |


Item 1.01 Entry Into a Material Definitive Agreement.
On , Bravo Brio Restaurant Group, Inc. (the "Company"), certain
subsidiary guarantors of the Company, Wells Fargo Bank, National Association, as
administrative agent, and certain lenders under the Company's Credit Agreement,
dated as of , by and among the Company, as borrower, the
domestic subsidiaries of the borrower, as guarantors, the lenders party thereto,
Wells Fargo Bank, National Association, as administrative agent, Bank of
America, N.A., as syndication agent, KeyBank National Association as
documentation agent, and Wells Fargo Securities, LLC, Keybanc Capital Markets,
Inc. and Merril Lynch, Pierce, Fenner & Smith, Inc., as co-lead arrangers and
joint book managers, as amended pursuant to that certain First Amendment to
Credit Agreement and Waiver, dated as of  (the "Credit
Agreement"), entered into an Amended and Restated Waiver Agreement (the "Amended
Waiver Agreement") that amends and restates the Company's previously announced
Waiver Agreement, dated  (the "Initial Waiver").
The Initial Waiver related to certain previously announced Events of Default by
the Company under the Credit Agreement relating to the Company's non-compliance
with the Consolidated Lease-Adjusted Leverage Ratio contained in the Credit
Agreement which arose out of the Company's requests for, and borrowings of,
Swingline Loans made between  and . The Initial Waiver
provided a limited waiver of the existing Events of Default until the earlier of
 or the occurrence of any other Default or Event of Default.
Pursuant to and subject to the terms of the Amended Waiver Agreement, the
Required Lenders agreed to extend the term of the waiver of such existing Events
of Default until the earlier of  or the occurrence of any other
Default or Event of Default.
The Amended Waiver Agreement additionally provides that from the date of the
Amended Waiver Agreement until the earlier of (x)  or (y) the
occurrence of any other Default or Event of Default (the "Effective Period"),
after giving effect to any Revolving Loan and/or Swingline Loan made during the
Effective Period, the sum of (i) the aggregate principal amount of all Revolving
Loans then outstanding and (ii) the aggregate principal amount of all Swingline
Loans then outstanding will not exceed $15,000,000 at any time during the
Effective Period.
Absent further consent from the Required Lenders, the waiver will expire upon
the termination of the Effective Period.
The Amended Waiver Agreement also provides for the payment by the Company and
the subsidiary guarantors of the Company to the Administrative Agent under the
Credit Agreement, for the ratable benefit of each lender under the Credit
Agreement, a waiver fee in an amount of $93,000 representing 0.15% of the sum of
(a) the portion of the total Revolving Committed Amount held by each such lender
plus (b) the portion of the Term Loan held by each such lender, in each case as
of the Effective Date.
As of the date of the Amended Waiver Agreement, the aggregate amount outstanding
under the Credit Agreement was approximately $41.2 million.
The disclosure herein regarding the Amended Waiver Agreement does not purport to
be complete and is qualified in its entirety to the full text of the Amended
Waiver Agreement, which is filed as exhibit 10.1 hereto and is incorporated
herein by reference. The Amended Waiver Agreement contains representations and
warranties that are the product of negotiations among the parties thereto and
that the parties made to, and solely for the benefit of, each other as of
specified dates. In addition, any defined terms used in the foregoing summaries
which are not otherwise defined have the meaning given to such terms in the
Credit Agreement or Amended Wavier Agreement, respectively.
Item 2.04 Triggering Events that Accelerate or Increase a DFO or Obligation
under an Off-Balance Sheet Arrangement.
The disclosure under Item 1.01 above is incorporated by reference in this Item
2.04.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Amended and Restated Waiver Agreement, dated as of , by and
among Bravo Brio Restaurant Group, Inc., the guarantors party thereto, the
lenders party thereto and Wells Fargo Bank, National Association, as
administrative agent.
99.1 Press release dated  entitled, "Bravo Brio Restaurant Group,
Inc. Reports Second Quarter Comparable Restaurant Sales"

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