ROMACORP INC
FIRST AMENDMENT TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>FIRST AMENDMENT TO CREDIT AGREEMENT
<TEXT>


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                                                        EXHIBIT 10.14



                          FIRST AMENDMENT TO
                           CREDIT AGREEMENT


                            BY AND AMONG


                    ROMA RESTAURANT HOLDINGS, INC.
                           ROMACORP, INC.
                          ROMA SYSTEMS, INC.
                    ROMA FRANCHISE CORPORATION
                          ROMA HOLDINGS, INC.
                           ROMA DINING LP

                                AND

                         THE PROVIDENT BANK,
                          Agent and Lender




                             dated as of
                            April 11, 2000



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                       FIRST AMENDMENT TO CREDIT AGREEMENT

       THIS FIRST AMENDMENT TO CREDIT AGREEMENT ("First Amendment") dated
   as of April 11, 2000 by and among ROMA RESTAURANT HOLDINGS, INC. (f/k/a/
   Romacorp, Inc.), ROMACORP, INC. (f/k/a Romacorp Operating Company, Inc.),
   ROMA SYSTEMS, INC., ROMA FRANCHISE CORPORATION, ROMA HOLDINGS, INC. and
   ROMA DINING LP (collectively, "Borrowers") and THE PROVIDENT BANK, an
   Ohio banking corporation ("Agent") and various Lenders as set forth in
   the Credit Agreement.

                         PRELIMINARY STATEMENT

       WHEREAS, Borrower, Agent and Lenders have entered into a Credit
   Agreement dated as of July 1, 1998 (the "Credit Agreement"); and

       WHEREAS, Borrowers desire that Agent and Lenders amend the Credit
   Agreement in order to increase the amounts available under the Revolving
   Credit Loans in order to refinance, repay, prepay, redeem, defease or
   retire certain Indebtedness of the Borrowers, to provide working capital
   financing for Borrowers and to provide funds for other general corporate
   purposes of Borrowers; and

       WHEREAS, Borrower, Agent and Lenders now wish to amend the Credit
   Agreement in accordance with the terms and provisions hereof;

       NOW, THEREFORE, the parties hereto agree to supplement and amend the
   Credit Agreement upon such terms and conditions as follows:

       1.   Capitalized Terms.  All capitalized terms used herein shall have
   the meanings assigned to them in the Credit Agreement (as amended hereby)
   unless the context hereof requires otherwise. Any definitions as
   capitalized terms set forth herein shall be deemed incorporated into the
   Credit Agreement as amended by this First Amendment.

       2.   Definitions.   (a)  The following definition contained in
   Section 1.2 of the Credit Agreement is hereby amended in its entirety to
   read as follows:

         "Libor Rate" shall mean, for each Interest Period, (i)
       Libor, plus (ii) the Applicable Margin.

         "Maximum Revolving Commitment" means the amount set
       forth opposite the applicable date in the chart below,
       provided that the Maximum Revolving Commitment shall not be
       reduced below zero:




                                                 MAXIMUM
                     DATE                   REVOLVING COMMITMENT
           ----------------------           ----------------------
           The Closing Date until and
            including the First Amendment
            Closing Date                        $15,000,000.00


           The First Amendment
            Closing Date until and
            including April 11, 2001            $25,000,000.00


           April 11, 2001 until
            and including April 11, 2002        $24,000,000.00


          April 11, 2002 until
           and including April 11, 2003         $22,500,000.00


          April 11, 2003 until
           and including the Paydown Date       $20,500,000.00


          The Paydown Date until
           and including April 11, 2004         $5,500,000.00


          April 11, 2004 until
           and including April 11, 2005         $3,000,000.00


         "Prime Rate" means (i) the rate of interest announced
       from time to time by Agent as its prime rate at its Head
       Office, whether or not Agent shall at times lend to other
       borrowers at lower rates of interest, or, if there is no such
       prime rate, then such other rate as may be substituted by
       Agent for its Prime Rate plus (ii) the Applicable Margin.

         "Termination Date" means the earlier of (i) the fifth
       anniversary of the First Amendment Closing Date; (ii) the date upon
       which the entire principal of the Revolving Credit Notes shall
       become due pursuant to the provisions hereof (whether as a result
       of acceleration by Agent or the Requisite Lenders or otherwise);
       or (iii) the date upon which the Credit Commitments terminate
       pursuant to Section 9.2 hereof.

      (b)  Section 1.2 of the Credit Agreement is hereby amended to add
           the following definitions to read in their entirety as follows:

        "Applicable Margin means the amount set forth below, as a
       percentage, to be added to the Prime Rate or the Libor Rate, as the
       case may be, and used in calculating the rate of interest for an
       applicable Loan at any time:


                                                  APPLICABLE MARGIN
                                                ----------------------
         MARGIN RATIO                          Prime Rate    Libor Rate
         --------------                        ----------    ----------
         Greater than 4.00 to 1.00                 1.00         3.25

         Greater than 3.50 to 1.00 and
          less than or equal to 4.00 to 1.00       0.75         3.00

         Greater than 3.00 to 1.00 and
          less than or equal to 3.50 to 1.00       0.50         2.75

         Greater than 2.50 to 1.00 and
          less than or equal to 3.00 to 1.00       0.25         2.50

         Less than or equal to 2.50 to 1.00        0.00         2.25


         "First Amendment Closing Date" means April 11, 2000.

         "Paydown Date" means June 30, 2003.

       3.  Exhibits.  Exhibit G of the Credit Agreement, Form of Revolving
   Credit Promissory Note, is hereby amended in their entirety by Exhibit
   G attached to this Amendment.

       4.   Schedules.  Schedules 5.1(a), 5.1(b), 5.1(d), 5.7, 5.8 and
   5.24 of the Credit Agreement are hereby amended in their entirety by
   Schedules 5.1(a), 5.1(b), 5.1(d), 5.7, 5.8 and 5.24, respectively,
   attached to this Amendment.

       5.   Revolving Credit Loans.  The reference to "Termination Date"
   in Section 2.2(a) of the Credit Agreement is hereby amended to read
   "Paydown Date".

       6.   Letter of Credit Participations.  The reference to
   "Termination Date" in Section 2.5(g) of the Credit Agreement is hereby
   amended to read "Paydown Date".

       7.   Maturity.  Section 2.7(e) of the Credit Agreement is hereby
    amended to read in its entirety as follows:

        (e) Maturity. Subject to the terms and conditions of this Agreement,
        prior to the Paydown Date, Borrowers will be entitled to reborrow all
        or any part of the principal of the Revolving Credit Notes repaid or
        prepaid prior to the Termination Date.  The Credit Commitments shall
        terminate and all of the indebtedness evidenced by the Revolving
        Credit Notes shall, if not sooner paid, be in any event absolutely
        and unconditionally due and payable in full by Borrowers on the fifth
        anniversary of the First Amendment Closing Date, the date of the
        final maturity of such Revolving Credit Notes.

      8.   Permitted Uses of Loan Proceeds.  Section 2.10(a) of the
    Credit Agreement is hereby amended to read in its entirety as follows:

         (a)  Permitted Uses of Loan Proceeds.  Each Borrower
       represents, warrants and covenants to Agent and each Lender
       that the proceeds of the Loans shall be used by Borrower
       solely for the purpose of refinancing, repaying, prepaying, redeeming,
       defeasing or retiring certain Indebtedness of the Borrowers at or
       below par value, financing working capital and for general corporate
       purposes.

     9.  Revolving Credit Loans. The reference to "1.40" in Section 7.2 of the
     Credit Agreement is hereby amended to read "1.70".

     10.  Restricted Payments.  Section 8.3 of the Credit Agreement is hereby
     amended to read in its entirety as follows:

       Section 8.3  Restricted Payments. Following the Closing Date, Borrowers
      will not and will not permit any of their Subsidiaries to directly or
      indirectly declare, order, pay, make or set apart any sum for any
      Restricted Payments except that:

         (a)  So long as no Default or Event of Default exists, Romacorp may
     make the scheduled periodic payments of interest on the Senior Debt in
     accordance with the terms thereof or otherwise as approved in writing by
     Requisite Lenders;

         (b)  Borrowers may make Restricted Payments with respect to their
     Capital Stock to the extent necessary to permit Borrowers to pay the
     Obligations, to make any Restricted Payments permitted under clause
     (a) above, to permit Borrowers to pay expenses incurred in the ordinary
     course of business and to permit Romacorp to pay the Senior Debt; and

         (c)  Borrowers may refinance, repay, prepay, redeem, defease or
     retire Indebtedness of the Borrowers at or below par value provided
     that Borrowers deliver to Agent a certificate, signed by a Responsible
     Officer, certifying that no Default or Event of Default exists or would
     be caused by the making of such Restricted Payment(s).

       11.  Amendments, Waivers and Consents. Section 10.10 of the Credit
   Agreement is hereby amended to read in its entirety as follows:

         Section 10.10  Amendments, Waivers and Consents.  Any
       provision of this Agreement, the Revolving Credit Notes or
       the other Loan Documents may be amended or waived upon the
       consent of the Requisite Lenders, and after such consent,
       Agent, on behalf of the Lenders, may execute and deliver to
       Borrowers a written instrument waiving or amending such
       provision; provided, however, that neither this Agreement,
       the Revolving Credit Notes, nor any of the other Loan
       Documents may be amended, waived or a variation therefrom or
       forbearance with respect to such variation consented to
       without the written consent of the Agent and all of Lenders
       which effect (i) a change in the Maximum Revolving
       Commitment; (ii) a change in any Lender's Credit Commitment;
       (iii) a reduction in the interest rates or reduction of the
       principal set forth in the Revolving Credit Notes; (iv) the
       extension of the maturity date on the Notes beyond the
       Termination Date or the or expiration date of any Letter of
       Credit beyond the Paydown Date; (v) a change in the payment
       schedule or scheduled date for the payment of or amount of
       any interest or principal; (vi) any change in Article 7;
       (vii) a change in this Section 10.10, the definition of
       Requisite Lender or any provision of this Agreement which
       requires consent or action of all the Lenders for action
       thereunder; (viii) a change in the obligations and
       liabilities of Agent; (ix) a change which increases the
       obligations of any Lender; or (x) a change in any fees or
       charges hereunder or in Sections 2.12 or 11.6 hereof.

       12.  Reaffirmation of Covenants, Warranties and Representations.
   Borrower hereby agrees and covenants that all representations and
   warranties in the Credit Agreement, including without limitation all of
   those warranties and representations set forth in Article 5, are true and
   accurate as of the date hereof.  Borrower further reaffirms all covenants
   in the Credit Agreement, and reaffirm each of the affirmative covenants
   set forth in Article 6 and financial covenants set forth in Article 7 and
   negative covenants set forth in Article 8 thereof, as if fully set forth
   herein, except to the extent modified by this First Amendment.

       13.  Conditions Precedent to Closing of First Amendment.  On or
   prior to the First Amendment Closing Date, each of the following
   conditions precedent shall have been satisfied:

           (a)  Proof of Corporate Authority.  Agent shall have
       received from Borrower copies, certified by a duly authorized
       officer to be true and complete on and as of the First Amendment
       Closing Date, of records of all action taken by Borrower to
       authorize (i) the execution and delivery of this First Amendment
       and all other certificates, documents and instruments to which it
       is or is to become a party as contemplated or required by this
       First Amendment, and (ii) its performance of all of its obligations
       under each of such documents.

          (b)  Documents.   Each of the documents to be executed and
       delivered at the First Amendment Closing, including, without
       limitation, the Amended and Restated Revolving Credit Promissory Note,
       an opinion of Borrowers' counsel in form and substance satisfactory
       to Agent and a Pledge Agreement pledging all of the shares of any
       subsidiary of Borrowers not pledged as collateral for the Loans as
       of the First Amendment Closing Date, and all other certificates,
       documents and instruments to be executed in connection herewith
       shall have been duly and properly authorized, executed and
       delivered by Borrower and shall be in full force and effect on and
       as of the First Amendment Closing Date.

          (c)  Legality of Transactions.  No change in applicable law
       shall have occurred as a consequence of which it shall have become
       and continue to be unlawful (i) for Agent and each Lender to
       perform any of its agreements or obligations under any of the Loan
       Documents, or (ii) for Borrower to perform any of its agreements
       or obligations under any of the Loan Documents.

          (d)  Performance, Etc.  Except as set forth herein, Borrower
       shall have duly and properly performed, complied with and observed
       each of its covenants, agreements and obligations contained in each
       of the Loan Documents.  Except as set forth herein, no event shall
       have occurred on or prior to the First Amendment Closing Date, and
       no condition shall exist on the First Amendment Closing Date, which
       constitutes a Default or an Event of Default.

          (e)  Proceedings and Documents.  All corporate, governmental
       and other proceedings in connection with the transactions
       contemplated on the First Amendment Closing Date, each of the other
       Loan Documents and all instruments and documents incidental thereto
       shall be in form and substance reasonably satisfactory to
       Provident.

          (f)  Changes; None Adverse.  Since the date of the most
       recent balance sheets of Borrower delivered to Provident, no
       changes shall have occurred in the assets, liabilities, financial
       condition, business, operations or prospects of Borrower which,
       individually or in the aggregate, are material to Borrower, and
       Provident shall have completed such review of the status of all
       current and pending legal issues as Agent shall deem necessary or
       appropriate.

          (g)  Payment of Closing Fee.  Borrower shall have paid to
       Agent the a closing fee in the amount of $150,000.00.

       14.  Miscellaneous. (a)  Borrower shall reimburse Agent for
   all fees and disbursements of legal counsel to Agent which shall have
   been incurred by Agent in connection with the preparation, negotiation,
   review, execution and delivery of this First Amendment and the handling
   of any other matters incidental hereto.

         (b)  All of the terms, conditions and provisions of the
   Agreement not herein modified shall remain in full force and effect. In
   the event a term, condition or provision of the Agreement conflicts with
   a term, condition or provision of this First Amendment, the latter shall
   govern.

         (c)  This First Amendment shall be governed by and shall be
   construed and interpreted in accordance with the laws of the State of
   Ohio.

         (d)  This First Amendment shall be binding upon and shall
   inure to the benefit of the parties hereto and their respective heirs,
   successors and assigns.

         (e)  This First Amendment may be executed in several
   counterparts, each of which shall constitute an original, but all which
   together shall constitute one and the same agreement.




    IN WITNESS WHEREOF, this First Amendment has been duly executed and
   delivered by or on behalf of each of the parties as of the day and in the
   year first above written.

   SIGNED IN THE PRESENCE OF:
                                       ROMA RESTAURANT HOLDINGS, INC.


   ______________________________      By:    /s/Richard A. Peabody
                                              --------------------------------
                                       Name:  Richard A. Peabody
   ______________________________      Title: Vice President, Finance

   SIGNED IN THE PRESENCE OF:
                                       ROMACORP, INC.


   ______________________________      By:    /s/Richard A. Peabody
   	                                      -----------------------------
                                       Name:  Richard A. Peabody
   ______________________________      Title: Vice President, Finance

   SIGNED IN THE PRESENCE OF:
                                       ROMA SYSTEMS, INC.


   ______________________________      By:    /s/Richard A. Peabody
                                              -----------------------------
                                       Name:  Richard A. Peabody
   ______________________________      Title: Vice President, Finance

   SIGNED IN THE PRESENCE OF:
                                       ROMA FRANCHISE CORPORATION


   ______________________________      By:    /s/Richard A. Peabody
                                              -----------------------------
                                       Name:  Richard A. Peabody
   ______________________________      Title: Vice President, Finance



SIGNED IN THE PRESENCE OF:
                                       ROMA HOLDINGS, INC.


   ______________________________      By:    /s/Richard A. Peabody
                                              ------------------------------
                                       Name:  Richard A. Peabody
   ______________________________      Title: Vice President, Finance

   SIGNED IN THE PRESENCE OF:
                                       ROMA DINING LP

                                       By:  Romacorp, Inc.,General Partner


   ______________________________      By:    /s/Richard A. Peabody
                                              -----------------------------
                                       Name:  Richard A. Peabody
   ______________________________      Title: Vice President, Finance


                                       THE PROVIDENT BANK, Agent



   ______________________________      By:    /s/Nick Jevic
                                              ----------------------------
                                       Name:  Nick Jevic
   ______________________________      Title: Senior Vice President



                                       THE PROVIDENT BANK, Lender


   ______________________________      By:    /s/Nick Jevic
                                              ---------------------------
                                       Name:  Nick Jevic
   ______________________________      Title: Senior Vice President




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