AMENDED AND RESTATED CREDIT AGREEMENT


    Exhibit
      10.25

     

     

    
      EXECUTION
        VERSION

       

      Published
        CUSIP Number: 

      248693AC7
        Deal

      248693AD5
        Revolving

      248693AE3
        Term Loans

      248693AH6
        Credit Linked Deposits

       

      
        
          

        



       

      AMENDED
        AND RESTATED CREDIT AGREEMENT

       

      dated
        as
        of December 15, 2006,

       

      Among

       

      DENNY’S,
        INC.,

       

      DENNY’S
        REALTY, LLC,

       

      as
        Borrowers,

       

      DENNY’S
        CORPORATION,

       

      DENNY’S
        HOLDINGS, INC.,

       

      DFO,
        LLC,

       

      as
        Guarantors,

       

      THE
        LENDERS NAMED HEREIN,

       

      BANK
        OF
        AMERICA, N.A.,

       

      as
        Administrative Agent and Collateral Agent,

       

       

      
 

       

      
        
          

        

      

       

      


       

      BANC
        OF
        AMERICA SECURITIES LLC,

       

      as
        Sole
        Lead Arranger and Sole Bookrunner

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      TABLE
        OF CONTENTS
    

       

      

        
          	 	 	
                   Page

                
	 	 	 
	
                  ARTICLE
                    I.

                	
                  Definitions.....................................................................................................................................................................................................

                	
                      1

                
	 	 	 
	
                  SECTION
                    1.01

                	
                  Defined
                    Terms......................................................................................................................................................................................

                	
                     
                    1

                
	 	 	 
	
                  SECTION
                    1.02

                	
                  Classification
                    of Loans and
                    Borrowings..........................................................................................................................................

                	
                   
                    30

                
	 	 	 
	
                  SECTION
                    1.03

                	
                  Terms
                    Generally....................................................................................................................................................................................

                	
                   
                    30

                
	 	 	 
	
                  SECTION
                    1.04

                	
                  Accounting
                    Terms;
                    GAAP.................................................................................................................................................................

                	
                   
                    30

                
	 	 	 
	
                  SECTION
                    1.05

                	
                  Letter
                    of Credit
                    Amounts....................................................................................................................................................................

                	
                   
                    31

                
	 	 	 
	
                  ARTICLE
                    II.

                	
                  The
                    Credits....................................................................................................................................................................................................

                	
                   
                    31

                
	 	 	 
	
                  SECTION
                    2.01

                	
                  Commitments
                    and Funding of Credit-Linked
                    Deposits..................................................................................................................

                	
                   
                    31

                
	 	 	 
	
                  SECTION
                    2.02

                	
                  Loans.....................................................................................................................................................................................................

                	
                   
                    31

                
	 	 	 
	
                  SECTION
                    2.03

                	
                  Requests
                    for
                    Borrowings....................................................................................................................................................................

                	
                   
                    32

                
	 	 	 
	
                  SECTION
                    2.04

                	
                  Revolving
                    Letters of
                    Credit................................................................................................................................................................

                	
                   
                    33

                
	 	 	 
	
                  SECTION
                    2.05

                	
                  Funding
                    of
                    Borrowings.......................................................................................................................................................................

                	
                   
                    42

                
	 	 	 
	
                  SECTION
                    2.06

                	
                  Interest
                    Elections.................................................................................................................................................................................

                	
                   
                    43

                
	 	 	 
	
                  SECTION
                    2.07

                	
                  Termination
                    and Reduction of
                    Commitments..................................................................................................................................

                	
                   
                    44

                
	 	 	 
	
                  SECTION
                    2.08

                	
                  Repayment
                    of Loans; Evidence of
                    Debt...........................................................................................................................................

                	
                   
                    49

                
	 	 	 
	
                  SECTION
                    2.09

                	
                  Prepayment;
                    Optional Reduction of Credit Linked
                    Deposits........................................................................................................

                	
                   
                    50

                
	 	 	 
	
                  SECTION
                    2.10

                	
                  Fees........................................................................................................................................................................................................

                	
                   
                    51

                
	 	 	 
	
                  SECTION
                    2.11

                	
                  Interest...................................................................................................................................................................................................

                	
                   
                    53

                
	 	 	 
	
                  SECTION
                    2.12

                	
                  Alternate
                    Rate of
                    Interest...................................................................................................................................................................

                	
                   
                    54

                
	 	 	 
	
                  SECTION
                    2.13

                	
                  Increased
                    Costs....................................................................................................................................................................................

                	
                   
                    54

                
	 	 	 
	
                  SECTION
                    2.14

                	
                  Break
                    Funding
                    Payments....................................................................................................................................................................

                	
                   
                    55

                
	 	 	 
	
                  SECTION
                    2.15

                	
                  Taxes......................................................................................................................................................................................................

                	
                   
                    56

                
	 	 	 
	
                  SECTION
                    2.16

                	
                  Payments
                    Generally, Pro Rata Treatment, Sharing of
                    Setoffs.......................................................................................................

                	
                   
                    57

                
	 	 	 
	
                  SECTION
                    2.17

                	
                  Mitigation
                    Obligations, Replacement of
                    Lenders...........................................................................................................................

                	
                   
                    60

                
	 	 	 
	
                  SECTION
                    2.18

                	
                  Covenant
                    of Collateral
                    Agent............................................................................................................................................................

                	
                   
                    60

                
	 	 	 
	
                  SECTION
                    2.19

                	
                  LC
                    Facility Letters of
                    Credit................................................................................................................................................................

                	
                   
                    61

                
	 	 	 
	
                  SECTION
                    2.20

                	
                  Credit-Linked
                    Deposit
                    Account.........................................................................................................................................................

                	
                   
                    70

                
	 	 	 
	
                  SECTION
                    2.21

                	
                  Failure
                    to Satisfy Conditions Precedent; Obligations of the Lenders
                    Several...........................................................................

                	
                   
                    72

                
	 	 	 
	
                  ARTICLE
                    III.

                	
                  Representations
                    and
                    Warranties...............................................................................................................................................................

                	
                   
                    72

                
	 	 	 
	
                  SECTION
                    3.01

                	
                  Organization;
                    Powers..........................................................................................................................................................................

                	
                   
                    73

                
	 	 	 
	
                  SECTION
                    3.02

                	
                  Authorization........................................................................................................................................................................................

                	
                   
                    73

                
	 	 	 
	
                  SECTION
                    3.03

                	
                  Enforceability........................................................................................................................................................................................

                	
                   
                    73

                
	 	 	 
	
                  SECTION
                    3.04

                	
                  Governmental
                    and Third Party
                    Approvals.......................................................................................................................................

                	
                   
                    73

                
	 	 	 
	
                  SECTION
                    3.05

                	
                  Financial
                    Statements............................................................................................................................................................................

                	
                   
                    73

                
	 	 	 
	
                  SECTION
                    3.06

                	
                  No
                    Material Adverse
                    Change............................................................................................................................................................

                	
                   
                    74

                
	 	 	 
	
                  SECTION
                    3.07

                	
                  Title
                    to Properties, Possession Under
                    Leases.................................................................................................................................

                	
                   
                    74

                


        

        
          
             

          

          
            i

            
              

            

          

          
             

          

           

          TABLE
            OF
            CONTENTS

          (continued)

           

           

           

        

        
          	 	 	
                  Page

                
	 	 	 
	
                  SECTION
                    3.08

                	
                  Subsidiaries...........................................................................................................................................................................................

                	
                   75

                
	 	 	 
	
                  SECTION
                    3.09

                	
                  Litigation;
                    Compliance with
                    Laws.....................................................................................................................................................

                	
                   
                    75

                
	 	 	 
	
                  SECTION
                    3.10

                	
                  Agreements;
                    No
                    Default.....................................................................................................................................................................

                	
                   
                    75

                
	 	 	 
	
                  SECTION
                    3.11

                	
                  Federal
                    Reserve
                    Regulations..............................................................................................................................................................

                	
                   
                    75

                
	 	 	 
	
                  SECTION
                    3.12

                	
                  Investment
                    Company Act, Public Utility Holding Company Act, Federal Power
                    Act..............................................................

                	
                   
                    76

                
	 	 	 
	
                  SECTION
                    3.13

                	
                  [RESERVED].........................................................................................................................................................................................

                	
                   
                    76

                
	 	 	 
	
                  SECTION
                    3.14

                	
                  Tax
                    Returns...........................................................................................................................................................................................

                	
                   
                    76

                
	 	 	 
	
                  SECTION
                    3.15

                	
                  No
                    Material
                    Misstatements................................................................................................................................................................

                	
                   
                    76

                
	 	 	 
	
                  SECTION
                    3.16

                	
                  Employee
                    Benefit
                    Plans.......................................................................................................................................................................

                	
                   
                    76

                
	 	 	 
	
                  SECTION
                    3.17

                	
                  Environmental
                    Matters........................................................................................................................................................................

                	
                   
                    77

                
	 	 	 
	
                  SECTION
                    3.18

                	
                  Insurance...............................................................................................................................................................................................

                	
                   
                    77

                
	 	 	 
	
                  SECTION
                    3.19

                	
                  Security
                    Documents............................................................................................................................................................................

                	
                   
                    78

                
	 	 	 
	
                  SECTION
                    3.20

                	
                  Labor
                    Matters.......................................................................................................................................................................................

                	
                   
                    78

                
	 	 	 
	
                  SECTION
                    3.21

                	
                  Solvency................................................................................................................................................................................................

                	
                    79

                
	 	 	 
	
                  SECTION
                    3.22

                	
                  Intellectual
                    Property............................................................................................................................................................................

                	
                   
                    79

                
	 	 	 
	
                  ARTICLE
                    IV.

                	
                  Conditions
                    of
                    Lending................................................................................................................................................................................

                	
                   
                    79

                
	 	 	 
	
                  SECTION
                    4.01

                	
                  All
                    Credit
                    Events..................................................................................................................................................................................

                	
                   
                    79

                
	 	 	 
	
                  SECTION
                    4.02

                	
                  Conditions
                    of Initial Credit
                    Event......................................................................................................................................................

                	
                   
                    80

                
	 	 	 
	
                  ARTICLE
                    V.

                	
                  Affirmative
                    Covenants................................................................................................................................................................................

                	
                   
                    84

                
	 	 	 
	
                  SECTION
                    5.01

                	
                  Existence,
                    Businesses and
                    Properties...............................................................................................................................................

                	
                   
                    84

                
	 	 	 
	
                  SECTION
                    5.02

                	
                  Insurance...............................................................................................................................................................................................

                	
                   
                    85

                
	 	 	 
	
                  SECTION
                    5.03

                	
                  Obligations
                    and
                    Taxes.........................................................................................................................................................................

                	
                   
                    85

                
	 	 	 
	
                  SECTION
                    5.04

                	
                  Financial
                    Statements, Reports,
                    etc....................................................................................................................................................

                	
                   
                    86

                
	 	 	 
	
                  SECTION
                    5.05

                	
                  Litigation
                    and Other
                    Notices..............................................................................................................................................................

                	
                   
                    87

                
	 	 	 
	
                  SECTION
                    5.06

                	
                  Employee
                    Benefits...............................................................................................................................................................................

                	
                   
                    87

                
	 	 	 
	
                  SECTION
                    5.07

                	
                  Maintaining
                    Records, Access to Properties and
                    Inspections......................................................................................................

                	
                   
                    88

                
	 	 	 
	
                  SECTION
                    5.08

                	
                  Use
                    of
                    Proceeds...................................................................................................................................................................................

                	
                   
                    88

                
	 	 	 
	
                  SECTION
                    5.09

                	
                  Compliance
                    with Environmental
                    Laws..............................................................................................................................................

                	
                   
                    88

                
	 	 	 
	
                  SECTION
                    5.10

                	
                  Preparation
                    of Environmental
                    Reports..............................................................................................................................................

                	
                   
                    88

                
	 	 	 
	
                  SECTION
                    5.11

                	
                  Additional
                    Subsidiaries.......................................................................................................................................................................

                	
                   
                    89

                
	 	 	 
	
                  SECTION
                    5.12

                	
                  Further
                    Assurances.............................................................................................................................................................................

                	
                   
                    89

                
	 	 	 
	
                  SECTION
                    5.13

                	
                  Cash
                    Management
                    Arrangements.....................................................................................................................................................

                	
                   
                    89

                
	 	 	 
	
                  SECTION
                    5.14

                	
                  Mortgages
                    on Specified
                    Properties...................................................................................................................................................

                	
                   
                    90

                
	 	 	 
	
                  ARTICLE
                    VI.

                	
                  Negative
                    Covenants....................................................................................................................................................................................

                	
                   
                    90

                
	 	 	 
	
                  SECTION
                    6.01

                	
                  Indebtedness........................................................................................................................................................................................

                	
                   
                    90

                
	 	 	 
	
                  SECTION
                    6.02

                	
                  Liens.......................................................................................................................................................................................................

                	
                   
                    91

                


        

        
          
             

          

          
            ii

            
              

            

          

          
             

          

          
             

            TABLE
              OF
              CONTENTS

            (continued)

             

             

             

          

        

        
          	 	 	
                  Page

                
	 	 	 
	
                  SECTION
                    6.03

                	
                  Sale
                    and Lease-Back
                    Transactions....................................................................................................................................................

                	
                   
                    92

                
	 	 	 
	
                  SECTION
                    6.04

                	
                  Investments,
                    Loans and
                    Advances..................................................................................................................................................

                	
                   
                    92

                
	 	 	 
	
                  SECTION
                    6.05

                	
                  Mergers,
                    Consolidations, Sales of Assets and
                    Acquisitions.......................................................................................................

                	
                   
                    93

                
	 	 	 
	
                  SECTION
                    6.06

                	
                  Dividends
                    and Distributions, Restrictions on Ability of Subsidiaries to
                    Pay
                    Dividends.........................................................

                	
                   
                    95

                
	 	 	 
	
                  SECTION
                    6.07

                	
                  Transactions
                    with
                    Affiliates...............................................................................................................................................................

                	
                   
                    96

                
	 	 	 
	
                  SECTION
                    6.08

                	
                  Other
                    Indebtedness and
                    Agreements...............................................................................................................................................

                	
                   
                    96

                
	 	 	 
	
                  SECTION
                    6.09

                	
                  Operating
                    Leases.................................................................................................................................................................................

                	
                    98

                
	 	 	 
	
                  SECTION
                    6.10

                	
                  Capital
                    Expenditures,
                    Acquisitions...................................................................................................................................................

                	
                   
                    98

                
	 	 	 
	
                  SECTION
                    6.11

                	
                  Consolidated
                    Total Debt
                    Ratio..........................................................................................................................................................

                	
                   
                    98

                
	 	 	 
	
                  SECTION
                    6.12

                	
                  Consolidated
                    Senior Secured Debt
                    Ratio.........................................................................................................................................

                	
                   
                    99

                
	 	 	 
	
                  SECTION
                    6.13

                	
                  Consolidated
                    Fixed Charge Coverage
                    Ratio....................................................................................................................................

                	
                   
                    99

                
	 	 	 
	
                  SECTION
                    6.14

                	
                  Business
                    of Parent, the Borrowers and the
                    Subsidiaries...............................................................................................................

                	
                   
                    99

                
	 	 	 
	
                  SECTION
                    6.15

                	
                  Accounting
                    Policies and Fiscal
                    Year................................................................................................................................................

                	
                  100

                
	 	 	 
	
                  SECTION
                    6.16

                	
                  Hedging
                    Agreements..........................................................................................................................................................................

                	
                  100

                
	 	 	 
	
                  ARTICLE
                    VII.

                	
                  Events
                    of
                    Default.........................................................................................................................................................................................

                	
                  100

                
	 	 	 
	
                  ARTICLE
                    VIII.

                	
                  The
                    Administrative
                    Agent..........................................................................................................................................................................

                	
                  103

                
	 	 	 
	
                  SECTION
                    8.01

                	
                  Appointment
                    and
                    Authority..............................................................................................................................................................

                	
                  103

                
	 	 	 
	
                  SECTION
                    8.02

                	
                  Rights
                    as a
                    Lender...............................................................................................................................................................................

                	
                  104

                
	 	 	 
	
                  SECTION
                    8.03

                	
                  Exculpatory
                    Provisions.......................................................................................................................................................................

                	
                  104

                
	 	 	
                   

                
	
                  SECTION
                    8.04

                	
                  Reliance
                    by Administrative
                    Agent....................................................................................................................................................

                	
                  105

                
	 	 	 
	
                  SECTION
                    8.05

                	
                  Delegation
                    of
                    Duties............................................................................................................................................................................

                	
                  105

                
	 	 	 
	
                  SECTION
                    8.06

                	
                  Resignation
                    of Administrative
                    Agent...............................................................................................................................................

                	
                  105

                
	 	 	 
	
                  SECTION
                    8.07

                	
                  Non-Reliance
                    on Administrative Agent and Other
                    Lenders.........................................................................................................

                	
                  107

                
	
                   

                	 	 
	
                  SECTION
                    8.08

                	
                  No
                    Other Duties,
                    Etc............................................................................................................................................................................

                	
                  107

                
	 	 	 
	
                  SECTION
                    8.09

                	
                  Administrative
                    Agent May File Proofs of
                    Claim.............................................................................................................................

                	
                  107

                
	 	 	 
	
                  SECTION
                    8.10

                	
                  Collateral
                    and Guaranty
                    Matters........................................................................................................................................................

                	
                  108

                
	 	 	 
	
                  ARTICLE
                    IX.

                	
                  Miscellaneous..............................................................................................................................................................................................

                	
                  108

                
	 	 	 
	
                  SECTION
                    9.01

                	
                  Notices...................................................................................................................................................................................................

                	
                  108

                
	 	 	
                   

                
	
                  SECTION
                    9.02

                	
                  Waivers,
                    Amendments........................................................................................................................................................................

                	
                  109

                
	 	 	 
	
                  SECTION
                    9.03

                	
                  Expenses,
                    Indemnity; Damage
                    Waiver.............................................................................................................................................

                	
                  111

                
	 	 	 
	
                  SECTION
                    9.04

                	
                  Successors
                    and
                    Assigns....................................................................................................................................................................

                	
                  112

                
	 	 	 
	
                  SECTION
                    9.05

                	
                  Survival..................................................................................................................................................................................................

                	
                  118

                
	 	 	 
	
                  SECTION
                    9.06

                	
                  Counterparts;
                    Integration;
                    Effectiveness.........................................................................................................................................

                	
                  118

                
	 	 	 
	
                  SECTION
                    9.07

                	
                  Severability...........................................................................................................................................................................................

                	
                  119

                
	 	 	 
	
                  SECTION
                    9.08

                	
                  Right
                    of
                    Setoff......................................................................................................................................................................................

                	
                  119

                


        

        
          
             

          

          
            iii

            
              

            

          

          
             

          

          
            
               

              TABLE
                OF
                CONTENTS

              (continued)

               

               

              
                	 	 	Page
	 	 	 
	
                        SECTION
                          9.09

                      	
                        Governing
                          Law, Jurisdiction, Consent to Service of
                          Process.......................................................................................................

                      	
                        119

                      
	 	 	 
	
                        SECTION
                          9.10

                      	
                        WAIVER
                          OF JURY
                          TRIAL.................................................................................................................................................................

                      	
                        120

                      
	 	 	 
	
                        SECTION
                          9.11

                      	
                        Headings...............................................................................................................................................................................................

                      	
                        120

                      
	 	 	 
	
                        SECTION
                          9.12

                      	
                        Confidentiality......................................................................................................................................................................................

                      	
                        120

                      
	 	 	 
	
                        SECTION
                          9.13

                      	
                        Interest
                          Rate
                          Limitation.......................................................................................................................................................................

                      	
                        121

                      
	 	 	 
	
                        SECTION
                          9.14

                      	
                        Obligations
                          Joint and
                          Several............................................................................................................................................................

                      	
                        121

                      
	 	 	 
	
                        SECTION
                          9.15

                      	
                        Public
                          Lenders......................................................................................................................................................................................

                      	
                        121

                      
	 	 	 
	
                        SECTION
                          9.16

                      	
                        No
                          Advisory or Fiduciary
                          Responsibility........................................................................................................................................

                      	
                        121

                      
	 	 	 
	
                        SECTION
                          9.17

                      	
                        USA
                          PATRIOT Act
                          Notice................................................................................................................................................................

                      	
                        122

                      
	 	 	 
	
                        SECTION
                          9.18

                      	
                        Effect
                          on Existing Credit
                          Agreement.................................................................................................................................................

                      	
                        122

                      


              

               

            

          

        

         

      

      

         

      

      
        
           

        

        
          iv

          
            

          

        

        
           

        

      

       

      Exhibits
        and Schedules

       

      

        
          	
                  Exhibit
                    A

                	
                  Form
                    of Administrative Questionnaire

                
	 	 
	
                  Exhibit
                    B

                	
                  Form
                    of Assignment and Assumption

                
	 	 
	
                  Exhibit
                    C

                	
                  Form
                    of Notice of Borrowing

                
	 	 
	
                  Exhibit
                    D

                	
                  Form
                    of Note

                
	 	 
	
                  Exhibit
                    E

                	
                  Form
                    of Compliance Certificate

                
	 	 
	
                  Exhibit
                    F

                	
                  Form
                    of Guarantee and Collateral Agreement

                
	 	 
	
                  Exhibit
                    G

                	
                  Form
                    of Opinion of Alston & Bird LLP

                
	 	 
	
                  Exhibit
                    H

                	
                  Form
                    of Secretary’s Certificate

                
	 	 
	
                  Schedule
                    1(a)

                	
                  Existing
                    Letters of Credit - Revolving Letter of Credit

                
	 	 
	
                  Schedule
                    1(b)

                	
                  Existing
                    Letters of Credit - LC Facility Letter of Credit

                
	 	 
	
                  Schedule
                    1.01(a)

                	
                  Mortgaged
                    Properties

                
	 	 
	
                  Schedule
                    2.01

                	
                  Commitments

                
	 	 
	
                  Schedule
                    3.07(c)

                	
                  Condemnation
                    Proceedings

                
	 	 
	
                  Schedule
                    3.08

                	
                  Subsidiaries

                
	 	 
	
                  Schedule
                    3.09

                	
                  Litigation

                
	 	 
	
                  Schedule
                    3.17

                	
                  Environmental
                    Matters

                
	 	 
	
                  Schedule
                    3.18

                	
                  Insurance

                
	 	 
	
                  Schedule
                    3.19(d)

                	
                  Mortgage
                    Filing Offices

                
	 	 
	
                  Schedule
                    6.01

                	
                  Indebtedness

                
	 	 
	
                  Schedule
                    6.02

                	
                  Existing
                    Liens

                
	 	 
	
                  Schedule
                    6.04

                	
                  Existing
                    Investments

                
	 	 
	
                  Schedule
                    6.05(k)

                	
                  Specified
                    Properties

                
	 	 
	
                  Schedule
                    6.06

                	
                  Agreements
                    Restricting Dividends

                


        



       


      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

       

       

      AMENDED
        AND RESTATED CREDIT AGREEMENT dated as of
        December 15, 2006, (as amended, supplemented, waived or otherwise modified
        from
        time to time, this 

      "Agreement"),
among
        DENNY’S, INC., a California corporation, DENNY’S REALTY, LLC, a Delaware limited
        liability company (each of the foregoing, individually, a “Borrower”
        and,
        jointly and severally, and collectively, the “Borrowers”),
        DENNY’S
        CORPORATION, a Delaware corporation (“Parent”),
        DENNY’S
        HOLDINGS, INC., a New York corporation (“Denny’s
        Holdings”), DFO,
        LLC,
        a Delaware limited liability company (“DFO”),
        the
        Lenders (as defined in Article I) and BANK OF AMERICA, N.A., as administrative
        agent (in such capacity, the “Administrative
        Agent”) and
        as
        collateral agent (in such capacity, the “Collateral
        Agent”) for
        the
        Lenders.

       

      WHEREAS,
        the
        Borrowers have requested, among other things, to amend and restate the Existing
        Credit Agreement (as defined in Article I) on the terms and conditions


      set
        forth
        herein and the Administrative Agent, the Lenders and the other parties hereto
        are willing to amend and restate the Existing Credit Agreement on the terms
        and
        conditions set forth herein; and

       

      NOW
        THEREFORE,
        the
        Borrowers, the Administrative Agent, the Lenders and the other parties hereto
        agree that on the Closing Date the Existing Credit Agreement 

      shall
        hereby be amended and restated in its entirety and shall remain in full force
        and effect only as set forth herein and for valuable consideration hereby
        acknowledged, the parties hereto agree as follows:

       

      ARTICLE
        I.

       

      Definitions

      SECTION
        1.01  Defined
        Terms. As
        used
        in this Agreement, the following terms shall have the meanings specified
        below:

       

      “ABR
        Borrowing” shall
        mean a Borrowing comprised of ABR Loans.

       

      “ABR
        Loan” shall
        mean any Loan bearing interest at a rate determined by reference to the
        Alternate Base Rate in accordance with the provisions of Article
        II.

       

      “ABR
        Revolving Loan” shall
        mean any Revolving Loan bearing interest at a rate determined by reference
        to
        the Alternate Base Rate in accordance with the provisions of Article
        II.

       

      “Act”
        shall
        have the meaning assigned to such term in Section 9.17.

       

      “Adjusted
        LIBO Rate” shall
        mean, with respect to any Eurodollar Borrowing for any Interest Period, an
        interest rate per annum (rounded upwards, if necessary, to the next 1/16
        of 1%)
        equal to the product of (a) the LIBO Rate in effect for such Interest Period
        and
        (b) Statutory Reserves.

       

      “Administrative
        Agent Office” shall
        mean the Administrative Agent’s address as set forth in Section 9.01 or such
        other address as the Administrative Agent may from time to time notify to
        the
        Borrowers and the Lenders.

       

      
        
           

        

        
          
          

          
            

          

        

        
           

        

      

      “Administrative
        Questionnaire” shall
        mean an Administrative Questionnaire in the form of Exhibit
        A.

       

      “Affiliate”
        shall
        mean, when used with respect to a specified person, another person that
        directly, or indirectly through one or more intermediaries, Controls or is
        Controlled by or is under common Control with the person specified.

       

      “Aggregate
        Credit Exposure” shall
        mean the aggregate amount of the Revolving Lenders’ Credit
        Exposures.

       

      “Alternate
        Base Rate” shall
        mean, for any day, a rate per annum (rounded upwards, if necessary, to the
        next
        1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such
        day and
        (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%.
        If
        for any reason the Administrative Agent shall have determined (which
        determination shall be conclusive absent manifest error) that it is unable
        to
        ascertain the Federal Funds Effective Rate for any reason, including the
        inability or failure of the Administrative Agent to obtain sufficient quotations
        in accordance with the terms of the definition thereof, the Alternate Base
        Rate
        shall be determined without regard to clause (b) of the preceding sentence
        until
        the circumstances giving rise to such inability no longer exist. Any change
        in
        the Alternate Base Rate due to a change in the Prime Rate or the Federal
        Funds
        Effective Rate shall be effective on the effective date of such change in
        the
        Prime Rate or the Federal Funds Effective Rate, respectively.

       

      “Applicable
        Percentage” shall
        mean (a) with respect to any Revolving Lender, the percentage of the Total
        Revolving Commitment represented by such Lender’s Revolving Commitment;
provided
        that in
        the event the Revolving Commitments shall have expired or been terminated,
        the
        Applicable Percentages shall be determined on the basis of the Revolving
        Commitments most recently in effect, giving effect to any assignments and
        (b)
        with respect to any LC Facility Lender, the percentage of the Total
        Credit-Linked Deposits represented by such LC Facility Lender’s Credit-Linked
        Deposits.

       

      “Applicable
        Rate” shall
        mean: (a) with respect to any Term Loan, (i) 0.75%
        per
        annum, in the case of an ABR Loan, or (ii) 2.25%
        per
        annum, in the case of a Eurodollar Loan and (b) with respect to any Revolving
        Loan, Revolving Letter of Credit Fees and the Commitment Fee, the applicable
        percentage per annum set forth below determined by reference to the Consolidated
        Total Debt Ratio as set forth in the most recent Compliance Certificate received
        by the Administrative Agent pursuant to Section 5.04(d): 

       

      
        	
                 

                Pricing
                  Level

              	
                 

                Consolidated
                  Total
                  Debt
                  Ratio

              	
                 

                ABR
                  Loans

              	
                 

                Eurodollar
                  Loans

              	
                Revolving
                  Letter of Credit
                  Fees

              	
                 

                Commitment
                  Fee

              
	
                I

              	
                Less
                  than 3.00:1.00

              	
                0.50%

              	
                2.00%

              	
                2.00%

              	
                0.375%

              
	
                II

              	
                Less
                  than 3.50:1.00 but greater than or equal to 3.00:1.00

              	
                0.75%

              	
                2.25%

              	
                2.25%

              	
                0.50%

              
	
                III

              	
                Greater
                  than or equal to 3.50:1.00

              	
                1.00%

              	
                2.50%

              	
                2.50%

              	
                0.50%

              


      

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      For
        the
        Revolving Loans outstanding, the Revolving Letter of Credit Fees and the
        Commitment Fee payable during the period commencing on the Closing Date through
        the date immediately preceding the first Business Day immediately following
        the
        date a Compliance Certificate is delivered pursuant to Section 5.04(d) for
        the
        period ending on or about December 27, 2006, the
        Applicable Rate shall be the Applicable Rate set forth in Pricing Level III
        above. 

       

      Any
        increase or decrease in the Applicable Rate resulting from a change in the
        Consolidated Total Debt Ratio shall become effective as of the first Business
        Day immediately following the date a Compliance Certificate is delivered
        pursuant to Section 5.04(d); provided,
        however,
        that if
        a Compliance Certificate is not delivered when due in accordance with such
        Section, then Pricing Level III shall apply in respect of any Revolving Loan,
        Revolving Letter of Credit Fees or the Commitment Fee, in each case as of
        the
        first Business Day after the date on which such Compliance Certificate was
        required to have been delivered through and including the date of Compliance
        Certificate is actually delivered.

       

      Notwithstanding
        the foregoing to the contrary, in the event either any Borrower or the
        Administrative Agent determines, in good faith, that the calculation of the
        Consolidated Total Debt Ratio on which the Applicable Rate for any particular
        period was determined is inaccurate and, as a consequence thereof, the
        Applicable Rate was lower than it would have been, based on an accurate
        calculation, (i) the Borrowers shall promptly (but in any event within ten
        (10)
        Business Days) deliver (after the Borrowers discover such inaccuracy or the
        Borrowers are notified by the Administrative Agent of such inaccuracy, as
        the
        case may be) to the Administrative Agent correct financial statements and
        a
        corrected calculation of the Consolidated Total Debt Ratio for such period
        (and
        if such financial statements and corrected calculation are not delivered
        within
        thirty (30) days after the first discovery of such inaccuracy by the Borrowers
        or such notice, as the case may be, and the Applicable Rate was lower than
        it
        would have been, based on the accurate calculation, then Pricing Level III
        shall
        apply retroactively for such period until such time as the correct financial
        statements and corrected calculation are delivered and, upon the delivery
        of
        such corrected calculation, thereafter the corrected Pricing Level shall
        apply
        for such period), (ii) the Administrative Agent shall determine and notify
        the
        Borrowers of the amount of interest that would have been due in respect of
        outstanding Obligations, if any, during such period had the Applicable Rate
        been
        calculated based on the correct Consolidated Total Debt Ratio (or, to the
        extent
        applicable, Pricing Level III if such correct financial statements and corrected
        calculation were not delivered as provided herein) and (iii) the Borrowers
        shall
        promptly pay to the Administrative Agent the difference, if any, between
        that
        amount and the amount actually paid in respect of such period. The foregoing
        shall in no way limit the rights of the Administrative Agent or the Lenders
        to
        exercise their rights to impose the rate of interest applicable during an
        Event
        of Default as provided herein.

       

      “Approved
        Fund” shall
        mean any person (other than a natural person) that is engaged in making,
        purchasing, holding or investing in commercial loans and similar extensions
        of
        credit in the ordinary course and that is administered or managed by a Lender,
        an Affiliate of a Lender or an entity or an Affiliate of an entity that
        administers or manages a Lender.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      “Arranger”
        shall
        mean Banc of America Securities LLC, in its capacity as sole lead arranger
        and
        sole bookrunner.

       

      “Asset
        Sale”
shall
        mean any sale, lease, transfer, assignment or other disposition (by merger
        or
        otherwise) of assets (including trademarks and other intangibles), business
        units, individual business assets or property of Parent, any Borrower or
        any
        Subsidiary, including the sale, transfer or disposition of any real property,
        to
        any person other than Parent, any Borrower or any Subsidiary; provided, however,
        that none of the following shall be deemed to be an Asset Sale: (a) the sale
        of
        inventory in the ordinary course of business, (b) leases or subleases of
        real
        property in the ordinary course of business not interfering in any material
        respect with the business of any Loan Party or (c) the sale in the ordinary
        course of business of damaged, worn- out or obsolete assets that are no longer
        necessary for the proper conduct of the applicable Borrower’s or Subsidiary’s
        business in compliance with Section 6.05(b). The term Asset Sale shall include
        any Refranchising Asset Sale.

       

      “Assignee
        Group”
        shall
        mean two or more permitted assignees hereunder that are Affiliates of one
        another or two or more Approved Funds managed by the same investment
        advisor.

       

      “Assignment
        and Assumption” shall
        mean an assignment and assumption entered into by a Lender and an assignee,
        substantially in the form of Exhibit
        B
        or such
        other form as shall be approved by the Administrative Agent.

       

      “Availability
        Period” means
        the
        period from and including the Closing Date to but excluding the earlier of
        the
        Revolving Maturity Date and the date of termination of the Revolving
        Commitments.

       

      “Auto-Extension
        Letter of Credit”
        shall
        have the meaning assigned to such term in Section 2.04(b)(iv).

       

      “Bank
        of America” means
        Bank of America, N.A. and its successors.

       

      “BBA
        LIBOR” shall
        have the meaning assigned to such term in the definition of the term “LIBO
        Rate”.

       

      “Board”
        shall
        mean the Board of Governors of the Federal Reserve System of the United States
        of America.

       

      “Borrower
        Materials” shall
        have the meaning assigned to such term in Section 9.15.

       

      “Borrowing”
        shall
        mean Loans of the same Class and Type, made, converted or continued on the
        same
        date and, in the case of Eurodollar Loans as to which a single Interest Period
        is in effect.

       

      “Borrowing
        Request” shall
        mean a request by one or more Borrowers in accordance with the terms of Section
        2.03 and substantially in the form of Exhibit
        C.

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      “Business
        Day” shall
        mean any day other than a Saturday, Sunday or a day on which commercial banks
        in
        New York City or the state where the Administrative Agent’s Office is located
        are authorized or required by law to close; provided,
        however, that
        when
        used in connection with a Eurodollar Loan, the term “Business
        Day” shall
        also exclude any day on which banks are not open for dealings in dollar deposits
        in the London interbank market.

       

      “Capital
        Lease Obligations” of
        any
        person shall mean the obligations of such person to pay rent or other amounts
        under any lease of (or other arrangement conveying the right to use) real
        or
        personal property, or a combination thereof, which obligations are required
        to
        be classified and accounted for as capital leases on a balance sheet of such
        person under GAAP, and the amount of such obligations shall be the capitalized
        amount thereof determined in accordance with GAAP. For the avoidance of doubt,
        a
        Capital Lease Obligation will be deemed to be secured by the real and/or
        personal property that is the subject of the lease.

       

      “Change
        in Control” shall
        mean (a) any person or group (within the meaning of Rule 13d-5 of the Securities
        Exchange Act of 1934 as in effect on the Closing Date) shall own, directly
        or
        indirectly, beneficially or of record, shares representing more than
35%
        of
        the
        aggregate ordinary voting power represented by the issued and outstanding
        capital stock of Parent, (b) any person (other than Parent or any wholly
        owned
        Subsidiary) shall own, directly or indirectly, beneficially or of record
        any
        shares of capital stock of (i) any Borrower or (ii) any Subsidiary that owns,
        directly or indirectly, beneficially or of record, any shares of capital
        stock
        of any Borrower; (c) a majority of the seats (other than vacant seats) on
        the
        board of directors of Parent shall at any time be occupied by persons who
        were
        neither (i) nominated by the board of directors of Parent, nor (ii) appointed
        by
        directors so nominated; (d) any change in control (or similar event, however
        denominated) with respect to Parent or with respect to Denny’s Holdings shall
        occur under and as defined in any indenture or agreement in respect of
        Indebtedness to which Parent or Denny’s Holdings is a party; or (e) any person
        or group shall otherwise directly or indirectly Control Parent.

       

      “Change
        in Law” shall
        mean (a) the adoption of any law, rule or regulation after the Closing Date,
        (b)
        any change in any law, rule or regulation or in the interpretation or
        application thereof by any Governmental Authority after the Closing Date
        or (c)
        compliance by any Lender or any Issuing Bank (or, for purposes of Section
        2.13(b), by any lending office of such Lender or by such Lender’s or any Issuing
        Bank’s holding company, if any) with any request, guideline or directive
        (whether or not having the force of law) of any Governmental Authority made
        or
        issued after the Closing Date.

       

      “Charges”
        shall
        have the meaning assigned to such term in Section 9.13.

       

      “Class”
        when
        used
        in reference to any Loan or Borrowing or any Credit-Linked Deposit, refers
        to
        whether such Loan, or the Loans comprising such Borrowing, or such Credit-Linked
        Deposits, are Revolving Loans or Term Loans or Credit-Linked Deposits and,
        when
        used in reference to any Commitment, refers to whether such Commitment is
        a
        Revolving Commitment, Term Loan Commitment or LC Facility
        Commitment.

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      “Closing
        Date” shall
        mean December 15, 2006, which is the date as of which all the conditions
        set
        forth or referred to in Sections 4.01 and 4.02 shall have been satisfied
        (or
        waived in accordance with Section 9.02). 

       

      “Code”
        shall
        mean the Internal Revenue Code of 1986, as amended from time to
        time.

       

      “Collateral”
        shall
        mean all the “Collateral” as defined in the Guarantee and Collateral Agreement
        and shall also include the Mortgaged Properties.

       

      “Collateral
        Agent” shall
        have the meaning assigned to such term in the Guarantee and Collateral
        Agreement.

       

      
        “Collateral
          and Guarantee Requirement”
shall
          mean the requirement that:

         

        (a)  the
          Administrative Agent shall have received from each Loan Party either (i)
          a
          counterpart of the Guarantee and Collateral Agreement duly executed and
          delivered on behalf of such Loan Party or (ii) in the case of any person
          that
          becomes a Loan Party after the Closing Date, a supplement to the Guarantee
          and
          Collateral Agreement, in the form specified therein, duly executed and
          delivered
          on behalf of such Loan Party;

         

        (b)  all
          outstanding Equity Interests of each Borrower and each Subsidiary owned
          by or on
          behalf of any Loan Party shall have been pledged pursuant to the Guarantee
          and
          Collateral Agreement (except that the Loan Parties shall not be required
          to
          pledge more than 65% of the outstanding voting Equity Interests of any
          Foreign
          Subsidiary that is not a Loan Party) and the Collateral Agent shall have
          received certificates or other instruments representing all such Equity
          Interests, together with stock powers or other instruments of transfer
          with
          respect thereto endorsed in blank;

         

        (c)  all
          Indebtedness of Parent, Denny’s Holdings, the Borrowers and each Subsidiary that
          is owing to any Loan Party shall be evidenced by a promissory note and
          shall
          have been pledged pursuant to the Guarantee and Collateral Agreement and
          the
          Collateral Agent shall have received all such promissory notes, together
          with
          instruments of transfer with respect thereto endorsed in blank;

         

        (d)  all
          documents and instruments, including Uniform Commercial Code financing
          statements, required by law or reasonably requested by the Administrative
          Agent
          to be filed, registered or recorded to create the Liens intended to be
          created
          by the Guarantee and Collateral Agreement and perfect such Liens to the
          extent
          required by, and with the priority required by, the Guarantee and Collateral
          Agreement, shall have been filed, registered or recorded or delivered to
          the
          Administrative Agent for filing, registration or recording;

         

        (e)  the
          Administrative Agent shall have received (i) on or prior to the Closing
          Date,
          counterparts to amendments (as reasonably requested by the Administrative
          Agent)
          to Mortgages filed in connection with the closing of the Existing Credit
          Agreement with respect to Mortgaged Properties that continue to be owned
          by a
          Loan Party as of the Closing Date, such amendments to be duly executed
          and
          completed, in recordable form and delivered by the record owner of the
          relevant
          Mortgaged Properties; (ii) on or prior to the Closing Date, counterparts
          of duly
          executed Mortgages (in recordable form) with respect to all Mortgaged Properties
          that are owned by a person that is a Loan Party as of the Closing Date
          for which
          Mortgages were not previously delivered to the Administrative Agent, and
          (iii)
          counterparts of Mortgages with respect to any Mortgaged Properties that
          are
          owned by any person that becomes a Loan Party after the Closing Date or
          that are
          acquired by a Loan Party after the Closing Date;

         

        
          
             

          

          
            6

            
              

            

          

          
             

          

        

        (f)  each
          Loan
          Party shall have obtained all consents and approvals required to be obtained
          by
          it in connection with the execution and delivery of all Security Documents
          to
          which it is a party, the performance of its obligations thereunder and
          the
          granting by it of the Liens thereunder.

         

      

       

      “Commitment”
        shall
        mean a Revolving Commitment, Term Loan Commitment, the LC Facility Commitment
        or
        any combination thereof (as the context requires).

       

      “Commitment
        Fee” shall
        have the meaning assigned to such term in Section 2.10.

       

      “Compliance
        Certificate”
means
        a
        certificate substantially in the form of Exhibit E.

       

      “Confidential
        Information Memorandum” shall
        mean the Confidential Information Memorandum of the Borrowers dated November
        2006.

       

      “Consolidated
        Capital Expenditures” shall
        mean, for any period, without duplication, the sum of the aggregate of all
        expenditures (whether paid in cash or other consideration or accrued as a
        liability) by Parent, the Borrowers and the Subsidiaries during such period
        that, in conformity with GAAP, would be included in “additions to property,
        plant or equipment” or comparable items reflected in the consolidated statement
        of cash flows of Parent, the Borrowers and the Subsidiaries for such period,
        including (a) Capital Lease Obligations and (b) expenditures for equipment
        that
        is purchased simultaneously with the trade-in of existing equipment owned
        by any
        Borrower or any Subsidiary to the extent of the gross amount of the purchase
        price less the book value of the equipment being traded in at such time,
        but
        excluding (i) interest capitalized during construction and (ii) expenditures
        made in connection with the replacement or restoration of assets, to the
        extent
        reimbursed or financed from insurance proceeds paid on account of the loss
        of or
        the damage to the assets being replaced or restored, or from awards of
        compensation arising from the taking by condemnation or eminent domain of
        such
        assets being replaced, and net of cash amounts received by the Borrowers
        and the
        Subsidiaries from other persons during that period in reimbursement of
        Consolidated Capital Expenditures made by the Borrowers and the
        Subsidiaries.

       

      “Consolidated
        Cash Interest Expense” shall
        mean, for any period, Consolidated Interest Expense minus
        interest
        not paid in cash (including amortization of (i) discount and deferred debt
        expenses and (ii) fees with respect to interest rate protection agreements)
        payable in connection with the incurrence of Indebtedness to the extent included
        in interest expense in accordance with GAAP (including such fees and expenses
        in
        connection with the Transactions).

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

      “Consolidated
        EBITDA” shall
        mean with respect to Parent, the Borrowers and the Subsidiaries for any period,
        all as determined in accordance with GAAP on a consolidated basis after
        eliminating intercompany items, the net income (or net loss) for such period,
        plus
        (a)
        to
        the extent deducted in computing such net income (or net loss) the sum of
        (i)
        depreciation expense, (ii) amortization expense, (iii) other noncash charges
        (including, without limitation, stock compensation expenses), (iv) net total
        Federal, state and local income tax expense, (v) Consolidated Interest Expense,
        (vi) extraordinary losses, (vii) the cumulative effect of any change in
        accounting principles, (viii) any net loss attributable to an Asset Sale
        and
        (ix) any non-recurring expenses related to, arising out of or incurred in
        connection with the Transactions, minus
        (b)
        extraordinary gains minus
        (c)
        the
        amount of cash expended in such period in respect of any amount that, under
        clause (a)(iii) above, was taken into account in determining Consolidated
        EBITDA
        for such or any prior period minus
        (d)
        any
        net gain attributable to an Asset Sale, minus
        (e)
        any
        non-cash amortization credits to net income; provided,
        however, that
        after the occurrence of any acquisition of any person by Parent, any Borrower
        or
        any Subsidiary, Consolidated EBITDA for each period that includes the date
        of
        occurrence of such acquisition will, solely for purposes of determining
        compliance with Sections 6.11 and 6.12, be determined on a pro forma basis,
        based on the actual historical results of operations of such person, as if
        such
        acquisition had occurred on the first day of such period.

       

      “Consolidated
        Fixed Charge Coverage Ratio” shall
        mean, for any period, the ratio of (a) the sum of (i) Consolidated EBITDA
        for
        such period and (ii) Consolidated Lease Expense for such period to (b) the
        sum
        of (i) Consolidated Cash Interest Expense for such period and (ii) Consolidated
        Lease Expense for such period.

       

      “Consolidated
        Interest Expense” shall
        mean, for any period, all interest expense (including the interest component
        in
        respect of Capital Lease Obligations), net of cash interest income, accrued
        or
        paid by Parent, the Borrowers and the Subsidiaries during such period in
        respect
        of Indebtedness of Parent, the Borrowers and the Subsidiaries, including
        (a) any
        amortization of initial debt discount or any fees (including fees with respect
        to interest rate protection agreements) payable in connection with the
        incurrence of Indebtedness to the extent included in interest expense in
        accordance with GAAP (including fees and expenses in connection with the
        Transactions), (b) any commitment fees, agent’s and other regularly scheduled
        fees and charges in respect of such Indebtedness, (c) commissions and other
        fees
        and charges payable in connection with letters of credit, (d) the net payment,
        if any, payable in connection with all interest rate protection agreements
        and
        (e) interest capitalized during construction, all determined on a consolidated
        basis in accordance with GAAP after eliminating all intercompany
        items.

       

      “Consolidated
        Lease Expense” shall
        mean, for any period, all payment obligations of Parent, the Borrowers and
        the
        Subsidiaries during such period under Operating Leases, as determined on
        a
        consolidated basis for Parent, the Borrowers and the Subsidiaries in accordance
        with GAAP.

       

      “Consolidated
        Senior Secured Debt” shall
        mean, at any date and without duplication, Consolidated Total Debt at such
        date
minus,
        to
        the
        extent included in computing such Consolidated Total Debt, the aggregate
        amount
        of unsecured Indebtedness of Parent or Denny’s Holdings at such date on a
        consolidated basis in accordance with GAAP (including, but not limited to,
        the
        10% Senior Notes).

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

      “Consolidated
        Senior Secured Debt Ratio” shall
        mean, for any period, the ratio of (a) Consolidated Senior Secured Debt on
        the
        last day of such period to (b) Consolidated EBITDA for such period.

       

      “Consolidated
        Total Debt” shall
        mean, at any date and without duplication, the aggregate amount of all
        Indebtedness (including all reimbursement, payment or similar obligations
        of
        such person, contingent or otherwise, under acceptance, letter of credit
        or
        similar facilities) of Parent, the Borrowers and the Subsidiaries at such
        date
        on a consolidated basis in accordance with GAAP (other than (a) all obligations
        of such person in respect of (i) currency swap agreements, currency future
        or
        option contracts and other similar agreements designed to hedge against
        fluctuations in foreign interest rates and (ii) interest rate swap, cap or
        collar agreements, interest rate future or option contracts and other similar
        agreements designed to hedge against fluctuations in interest rates and (b)
        Letters of Credit issued in an aggregate amount not to exceed $50,000,000
        (of
        which up to (i) $50,000,000 may be issued in support of worker’s compensation
        insurance policies and (ii) $10,000,000 may be issued in support of other
        obligations or claims), which aggregate amount shall be decreased following
        the
        Closing Date upon the expiration or refinancing of any such Letters of Credit
        in
        an amount equal to the expired or refinanced Letter of Credit).

       

      “Consolidated
        Total Debt Ratio” shall
        mean, for any period, the ratio of (a) Consolidated Total Debt on the last
        day
        of such period to (b) Consolidated EBITDA for such period.

       

      “Control”
        shall
        mean the possession, directly or indirectly, of the power to direct or cause
        the
        direction of the management or policies of a person, whether through the
        ownership of voting securities, by contract or otherwise, and the terms
“Controlling”
        and
        “Controlled”
        shall
        have meanings correlative thereto.

       

      “Credit
        Event” shall
        have the meaning assigned to such term in Section 4.01.

       

      “Credit
        Exposure” shall
        mean, with respect to any Revolving Lender at any time, the aggregate principal
        amount at such time of all outstanding Revolving Loans of such Revolving
        Lender,
plus
        the
        aggregate amount at such time of such Revolving Lender’s Revolving LC
        Obligations.

       

      “Credit-Linked
        Deposit” shall
        mean, as to each LC Facility Lender, the cash deposit made by such LC Facility
        Lender pursuant to Sections 2.01 and 2.19(d), as such deposit may be (1)
        reduced
        from time to time pursuant to Section 2.09(e), and (2) reduced or increased
        from
        time to time pursuant to assignments by or to such LC Facility Lender pursuant
        to Section 9.04. The amount of each LC Facility Lender’s Credit-Linked Deposit
        as of the Closing Date is equal to such LC Facility Lender’s LC Facility
        Commitment as set forth on Schedule 2.01. It is understood that the amount
        of a
        LC Facility Lender’s Credit-Linked Deposit will not be decreased by an
        application thereof to fund such LC Facility Lender’s Applicable Percentage of
        an unreimbursed LC Facility LC Disbursement. No LC Facility Lender shall
        have
        any obligation to deposit amounts in the Credit-Linked Deposit Account in
        excess
        of such LC Facility Lender’s LC Facility Commitment.

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

      “Credit-Linked
        Deposit Account” shall
        mean the account established by the Administrative Agent under its sole and
        exclusive control maintained at the office of Bank of America, designated
        as the
“Denny’s Money Market Account”.

       

      “Debtor
        Relief Laws” shall
        mean the Bankruptcy Code of the United States, and all other liquidation,
        conservatorship, bankruptcy, assignment for the benefit of creditors,
        moratorium, rearrangement, receivership, insolvency, reorganization, or similar
        debtor relief Laws of the United States or other applicable jurisdictions
        from
        time to time in effect and affecting the rights of creditors
        generally.

       

      “Default”
        shall
        mean any event or condition which upon notice, lapse of time or both would
        constitute an Event of Default.

       

      “Denny’s”
        shall
        mean Denny’s, Inc., a California corporation and an indirect, wholly owned
        subsidiary of Parent.

       

      “Denny’s
        Holdings” shall
        have the meaning assigned to such term in the preamble to this
        Agreement.

       

      “Denny’s
        Realty” shall
        mean Denny’s Realty, LLC, a Delaware limited liability company and an indirect,
        wholly owned subsidiary of Denny’s.

       

      “Deposit
        Investment Fee” shall
        have the meaning assigned to such term in Section 2.10(d).

       

      “DFO”
        shall
        have the meaning assigned to such term in the preamble to this
        Agreement.

       

      “dollars”
        or
        “$” shall
        mean lawful money of the United States of America.

       

      “Domestic
        Subsidiaries” shall
        mean all Subsidiaries incorporated or organized under the laws of the United
        States of America, any State thereof or the District of Columbia.

       

      “ECF
        Percentage”
        shall
        mean (a) at any time that the Consolidated Total Debt Ratio with respect
        to the
        fiscal year of the Borrowers for which Excess Cash Flow is being calculated
        under Section 2.07(c) is less than 3.00 to 1.00 (as indicated on the Compliance
        Certificate received by the Administrative Agent pursuant to Section 5.04(d)
        for
        such fiscal year), 0.00% and (b) at all other times, 50%; provided,
        however,
        that in
        the event either any Borrower or the Administrative Agent determines, in
        good
        faith, that the calculation of the Consolidated Total Debt Ratio on which
        the
        ECF Percentage for any particular period was determined is inaccurate and,
        as a
        consequence thereof, the ECF Percentage was lower than it would have been,
        based
        on an accurate calculation, then (i) the Borrowers shall promptly (but in
        any
        event within ten (10) Business Days) deliver (after the Borrowers discover
        such
        inaccuracy or the Borrowers are notified by the Administrative Agent of such
        inaccuracy, as the case may be) to the Administrative Agent a corrected
        calculation of the Consolidated Total Debt Ratio, (ii) the Administrative
        Agent
        shall confirm with the Borrower the ECF Percentage for such fiscal year that
        would have been applicable for such fiscal year had the ECF Percentage been
        calculated based on the correct Consolidated Total Debt Ratio and (iii) the
        Borrowers shall promptly pay to the Administrative Agent the difference,
        if any,
        between that amount that should have been paid by the Borrowers under Section
        2.07(c) and the amount actually paid in respect of such fiscal
        year.

       

      
        
           

        

        
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      “environment”
        shall
        mean ambient air, surface water and groundwater (including potable water,
        navigable water and wetlands), the land surface or subsurface strata, the
        workplace or as otherwise defined in any Environmental Law.

       

      “Environmental
        Claim” shall
        mean any written accusation, allegation, notice of violation, claim, demand,
        order, directive, cost recovery action or other cause of action by, or on
        behalf
        of, any Governmental Authority or any other person not a party to this Agreement
        for damages, injunctive or equitable relief, personal injury (including
        sickness, disease or death), Remedial Action costs, tangible or intangible
        property damage, natural resource damages, nuisance, pollution, any adverse
        effect on the environment caused by any Hazardous Material, or for fines,
        penalties or restrictions, resulting from or based upon (a) the existence,
        or
        the continuation of the existence, of a Release (including sudden or non-sudden,
        accidental or non- accidental Releases), (b) exposure to any Hazardous Material,
        (c) the presence, use, handling, transportation, storage, treatment or disposal
        of any Hazardous Material or (d) the violation or alleged violation of any
        Environmental Law or Environmental Permit.

       

      “Environmental
        Law” shall
        mean any and all applicable present and future treaties, laws, rules,
        regulations, codes, ordinances, orders, decrees, judgments, injunctions,
        notices
        or binding agreements issued, promulgated or entered into by any Governmental
        Authority, relating in any way to the environment, preservation or reclamation
        of natural resources, the management, Release or threatened Release of any
        Hazardous Material.

       

      “Environmental
        Liability” means
        any
        liability, contingent or otherwise (including any liability for damages,
        costs
        of environmental remediation, fines, penalties or indemnities), of Parent,
        either Borrower or any Subsidiary directly or indirectly resulting from or
        based
        upon (a) violation of any Environmental Law, (b) the generation, use, handling,
        transportation, storage, treatment or disposal of any Hazardous Materials,
        (c)
        exposure to any Hazardous Materials, (d) the Release or threatened Release
        of
        any Hazardous Materials into the environment or (e) any contract, agreement
        or
        other consensual arrangement pursuant to which liability is assumed or imposed
        with respect to any of the foregoing.

       

      “Environmental
        Permit” shall
        mean any permit, approval, authorization, certificate, license, variance,
        filing
        or permission required by or from any Governmental Authority pursuant to
        any
        Environmental Law.

       

      “Equity
        Interests” shall
        mean shares of capital stock, partnership interests, membership interests
        in a
        limited liability company, beneficial interests in a trust or other equity
        ownership interests in a person.

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

      “ERISA”
        shall
        mean the Employee Retirement Income Security Act of 1974, as the same may
        be
        amended from time to time.

       

      “ERISA
        Affiliate” shall
        mean any trade or business (whether or not incorporated) that, together with
        Parent or any Borrower, is treated as a single employer under Section 414(b)
        or
        (c) of the Code, or solely for purposes of Section 302 of ERISA and Section
        412
        of the Code, is treated as a single employer under Section 414 of the
        Code.

       

      “ERISA
        Event” shall
        mean (a) any “reportable event”, as defined in Section 4043 of ERISA or the
        regulations issued thereunder, with respect to a Plan (other than events
        the
        reporting of which has been waived by the PBGC); (b) the adoption of any
        amendment to a Plan that would require the provision of security pursuant
        to
        Section 401-(a)(29) of the Code or Section 307 of ERISA; (c) the existence
        with
        respect to any Plan of an “accumulated funding deficiency” (as defined in
        Section 412 of the Code or Section 302 of ERISA), whether or not waived;
        (d) the
        filing pursuant to Section 4-12(d) of the Code or Section 303(d) of ERISA
        of an
        application for a waiver of the minimum funding standard with respect to
        any
        Plan; (e) the incurrence of any liability under Title IV of ERISA with respect
        to the termination of any Plan or the withdrawal or partial withdrawal of
        Parent
        or any Borrower or any ERISA Affiliates from any Plan or Multiemployer Plan;
        (f)
        the receipt by any Borrower or any ERISA Affiliate from the PBGC or a plan
        administrator of any notice relating to the intention to terminate any Plan
        or
        Plans or to appoint a trustee to administer any Plan; (g) the receipt by
        any
        Borrower or any ERISA Affiliate of any notice concerning the imposition of
        Withdrawal Liability or a determination that a Multiemployer Plan is, or
        is
        expected to be, insolvent or in reorganization, within the meaning of Title
        IV
        of ERISA; (h) the occurrence of a “prohibited
        transaction” with
        respect to which Parent, any Borrower or any of their respective subsidiaries
        is
        a “disqualified person” (within the meaning of Section 4975 of the Code) or with
        respect to which Parent, any Borrower or any such Subsidiary could otherwise
        be
        liable; and (i) any other event or condition with respect to a Plan or
        Multiemployer Plan that could reasonably be expected to result in liability
        of
        Parent or any Borrower.

       

      “Eurodollar
        Borrowing” shall
        mean a Borrowing comprised of Eurodollar Loans.

       

      “Eurodollar
        Loan” shall
        mean any Loan bearing interest at a rate determined by reference to the Adjusted
        LIBO Rate in accordance with the provisions of Article II.

       

      “Event
        of Default” shall
        have the meaning assigned to such term in Article VII.

       

      “Excess
        Cash Flow” shall
        mean, for any fiscal year, the sum (without duplication) of:

       

      (a)  the
        consolidated net income (or loss) of the Parent, the Borrowers and their
        consolidated subsidiaries for such fiscal year, adjusted to exclude any gains
        or
        losses attributable to Reduction Events; plus

       

      (b)  depreciation,
        amortization and other non-cash charges or losses deducted in determining
        such
        consolidated net income (or loss) for such fiscal year; plus

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

      (c)  the
        amount, if any, by which Net Working Capital decreased during such fiscal
        year
        minus

       

      (d)  the
        sum
        of (i) any noncash gains included in determining such consolidated net income
        (or loss) for such fiscal year plus (ii) the amount, if any, by which Net
        Working Capital increased during such fiscal year minus

       

      (e)  Consolidated
        Capital Expenditures for such fiscal year (except to the extent attributable
        to
        the incurrence of Capital Lease Obligations or otherwise financed by incurring
        Long-Term Indebtedness or equity contributions); minus

       

      (f)  the
        aggregate principal amount of Long-Term Indebtedness repaid or prepaid by
        the
        Parent, the Borrowers and their consolidated subsidiaries during such fiscal
        year, excluding (i) Indebtedness in respect of Revolving Loans and Letters
        of
        Credit and (ii) repayments or prepayments of Long-Term Indebtedness financed
        by
        incurring other Long-Term Indebtedness.

       

      “Excluded
        Taxes” shall
        mean, with respect to the Administrative Agent, any Lender, the Issuing Bank
        or
        any other recipient of any payment to be made by or on account of any obligation
        of the Borrowers hereunder, (a) income or franchise taxes imposed on (or
        measured by) its net income by the United States of America, or by the
        jurisdiction under the laws of which such recipient is organized or in which
        its
        principal office is located or, in the case of any Lender, in which its
        applicable lending office is located, (b) any branch profits taxes imposed
        by
        the United States of America or any similar tax imposed by any other
        jurisdiction in which a Borrower is located and (c) in the case of a Foreign
        Lender (other than an assignee pursuant to a request by the Borrowers under
        Section 2.17(b)), any withholding tax that is imposed on amounts payable
        to such
        Foreign Lender at the time such Foreign Lender becomes a party to this Agreement
        (or designates a new lending office) or is attributable to such Foreign Lender’s
        failure to comply with Section 2.15(e), except to the extent that such Foreign
        Lender (or its assignor, if any) was entitled, at the time of designation
        of a
        new lending office (or assignment), to receive additional amounts from the
        Borrowers with respect to such withholding tax pursuant to Section
        2.15(a).

       

      “Existing
        Credit Agreement” shall
        mean that certain Credit Agreement dated as of September 21, 2004 and as
        modified to the date hereof, among the Borrowers and Parent, Denny’s Holdings
        and DFO, as guarantors, the lenders named therein, Bank of America, as
        administrative agent, and UBS Securities LLC, as syndication agent.

       

      “Existing
        Letter of Credit” shall
        mean each letter of credit previously issued for the account of, or guaranteed
        by, any Borrower or a Subsidiary that (a) is outstanding on the Closing Date
        and
        (b) is listed on Schedule
        1(a)
        or
Schedule
        1(b),
        as the
        case may be.

       

      “Existing
        Second Lien Credit Agreement” shall
        mean that certain Credit Agreement in respect of a second lien term loan
        facility dated as of September 21, 2004 and as modified to the date hereof,
        among the Borrowers and Parent, Denny’s Holdings and DFO, as guarantors, the
        lenders named therein, Bank of America, as administrative agent, and UBS
        Securities LLC, as syndication agent.

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

      “Extraordinary
        Receipt” means
        any
        cash received by or paid to or for the account of any person not in the ordinary
        course of business, including, without limitation, tax refunds, pension plan
        reversions, proceeds of insurance (other than proceeds of insurance included
        in
        clause (b) of the definition of the term “Reduction Event” and proceeds of
        business interruption insurance to the extent such proceeds constitute
        compensation for lost earnings), indemnity payments and any purchase price
        adjustments; provided,
        however, that
        an
        Extraordinary Receipt shall not include cash receipts received from proceeds
        of
        insurance, indemnity payments or purchase price adjustments to the extent
        that
        such proceeds, payments or adjustments are received by any person in respect
        of
        any third party claim against such person and applied to pay (or to reimburse
        such person for its prior payment of) such claim and the costs and expenses
        of
        such person with respect thereto.

       

      “Fair
        Market Value” shall
        mean, with respect to any asset, the value of the consideration obtainable
        in a
        sale of such asset in the open market at a specific date assuming a sale
        by a
        willing seller to a willing purchaser dealing at arm’s length and arranged in an
        orderly manner over a reasonable period of time having regard to the nature
        and
        characteristics of such asset, which value shall, for any asset with a Fair
        Market Value in excess of $5,000,000, be either (a) the value of such asset
        as
        determined in good faith by the Board of Directors of Parent or (b) if such
        asset shall have been the subject of an appraisal done reasonably
        contemporaneously by any independent third-party appraiser engaged by any
        Lender
        or Loan Party and the basic assumptions underlying such appraisal are
        reasonable, the value of such asset as stated in such appraisal.

       

      “Federal
        Funds Effective Rate” shall
        mean, for any day, the weighted average (rounded upwards, if necessary, to
        the
        next 1/100 of 1%) of the rates on overnight Federal funds transactions with
        members of the Federal Reserve System arranged by Federal funds brokers,
        as
        published on the next succeeding Business Day by the Federal Reserve Bank
        of New
        York; provided
        that
        (i)
        if such day is not a Business Day, the Federal Funds Effective Rate for such
        day
        shall be such rate on such transactions on the next preceding Business Day
        as so
        published on the next succeeding Business Day, and (ii) if no such rate is
        so
        published on such next succeeding Business Day, the Federal Funds Effective
        Rate
        for such day shall be the average rate (rounded upward, if necessary, to
        the
        next 1/100 of 1%) charged to the Administrative Agent on such day on such
        transactions as determined by the Administrative Agent.

       

      “Financial
        Officer” of
        any
        corporation shall mean the chief financial officer, principal accounting
        officer, Treasurer, Assistant Treasurer, or Controller of such
        corporation.

       

      “First-Tier
        Subsidiaries” shall
        mean each of Denny’s Holdings and each other Subsidiary Loan Party that is not a
        subsidiary of another subsidiary of Parent.

       

      “Foreign
        Lender” shall
        mean any Lender that is organized under the laws of a jurisdiction other
        than
        that in which the Borrowers are located. For purposes of this definition,
        the
        United States of America, each State thereof and the District of Columbia
        shall
        be deemed to constitute a single jurisdiction.

       

      “Foreign
        Subsidiary” shall
        mean any Subsidiary that is not a Domestic Subsidiary.

       

      
        
           

        

        
          14

          
            

          

        

        
           

        

      

      “GAAP”
        shall
        mean generally accepted accounting principles in the United States of America
        applied on a consistent basis.

       

      “Governmental
        Authority” shall
        mean the government of the United States of America, any other nation or
        any
        political subdivision thereof, whether state or local, and any agency,
        authority, instrumentality, regulatory body, court, central bank or other
        entity
        exercising executive, legislative, judicial, taxing, regulatory or
        administrative powers or functions of or pertaining to government.

       

      “Granting
        Lender” shall
        have the meaning assigned to such term is Section 9.04(f).

       

      “Guarantee”
        of
        or by
        any person (the “guarantor”)
        shall
        mean any obligation, contingent or otherwise, of the guarantor guaranteeing
        or
        having the economic effect of guaranteeing any Indebtedness or other obligation
        of any other person (the “primary
        obligor”) in
        any
        manner, whether directly or indirectly, and including any obligation of the
        guarantor, direct or indirect, (a) to purchase or pay (or advance or supply
        funds for the purchase or payment of) such Indebtedness or other obligation
        or
        to purchase (or to advance or supply funds for the purchase of) any security
        for
        the payment thereof, (b) to purchase or lease property, securities or services
        for the purpose of assuring the owner of such Indebtedness or other obligation
        of the payment thereof, (c) to maintain working capital, equity capital or
        any
        other financial statement condition or liquidity of the primary obligor so
        as to
        enable the primary obligor to pay such Indebtedness or other obligation or
        (d)
        as an account party in respect of any letter of credit or letter of guaranty
        issued to support such Indebtedness or other obligation; provided,
        however, that
        the
        term “Guarantee” shall not include endorsements for collection or deposit in the
        ordinary course of business.

       

      “Guarantee
        and Collateral Agreement” shall
        mean the Guarantee and Collateral Agreement among Parent, Denny’s Holdings, the
        Borrowers, the Subsidiary Loan Parties and the Collateral Agent, in the form
        of
Exhibit
        F.

       

      “Hazardous
        Materials” shall
        mean all explosive or radioactive substances or wastes, hazardous or toxic
        substances or wastes, pollutants or contaminants, including petroleum or
        petroleum distillates, asbestos or asbestos-containing materials,
        polychlorinated biphenyls (“PCBs”),
        PCB-containing
        materials or equipment, radon gas, infectious or medical wastes and all other
        substances or wastes of any nature regulated pursuant to any Environmental
        Law.

       

      “Hedging
        Agreement” shall
        mean any currency swap agreement, currency future or option contract or other
        similar agreement or arrangement designed to protect any Loan Party against
        fluctuations in currency values and any interest rate swap agreement, interest
        rate cap agreement, interest rate collar agreement, interest rate future
        or
        option contract, foreign currency exchange agreement, commodity price protection
        agreement or other interest or currency exchange rate or commodity price
        hedging
        arrangement.

       

      “Honor
        Date” shall
        have the meaning assigned to such term is Section 2.04(c)(i).

       

      “Indebtedness”
        of
        any
        person shall mean, without duplication, (a) all indebtedness of such person
        for
        borrowed money; (b) all indebtedness of such person for the deferred purchase
        price of property or services (other than property, including inventory,
        and
        services purchased, and expense accruals and deferred compensation items
        arising, in the ordinary course of business); (c) all obligations of such
        person
        evidenced by notes, bonds, debentures or other similar instruments (other
        than
        performance, surety and appeal bonds arising in the ordinary course of
        business); (d) all indebtedness of such person created or arising under any
        conditional sale or other title retention agreement with respect to property
        acquired by such person (even though the rights and remedies of the seller
        or
        lender under such agreement in the event of default are limited to repossession
        or sale of such property); (e) all Capital Lease Obligations of such person;
        (f)
        all reimbursement, payment or similar obligations of such person, contingent
        or
        otherwise, under acceptance, letter of credit or similar facilities; (g)
        all
        obligations of such person in respect of (i) currency swap agreements, currency
        future or option contracts and other similar agreements designed to hedge
        against fluctuations in foreign interest rates and (ii) interest rate swap,
        cap
        or collar agreements, interest rate future or option contracts and other
        similar
        agreements designed to hedge against fluctuations in interest rates; (h)
        all
        Guarantees by such person of Indebtedness of others; (i) all Indebtedness
        referred to in clauses (a) through (h) above secured by (or for which the
        holder
        of such Indebtedness has an existing right, contingent or otherwise, to be
        secured by) any Lien upon or in property (including accounts and contract
        rights) owned by such person, even though such person has not assumed or
        become
        liable for the payment of such Indebtedness; (j) all obligations, contingent
        or
        otherwise, of such person as an account party in respect of letters of credit
        and letters of guaranty; and (k) all obligations, contingent or otherwise,
        of
        such person in respect of bankers’ acceptances. The Indebtedness of any person
        shall include the Indebtedness of any partnership in which such person is
        a
        general partner.

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

      “Indemnified
        Taxes” shall
        mean Taxes other than Excluded Taxes.

       

      “Indemnitee”
        shall
        have the meaning assigned to such term in Section 9.03(b).

       

      “Information”
        shall
        mean all information received from the Borrowers relating to the Borrowers
        or
        their business, other than any such information that is available to the
        Administrative Agent, any Issuing Bank or any Lender on a nonconfidential
        basis
        prior to disclosure by the Borrowers; provided
        that,
        in
        the case of information received from the Borrowers after the Closing Date,
        such
        information is clearly identified as confidential at the time of
        delivery.

       

      “Interest
        Election Request” shall
        mean a request by the Borrower to convert or continue a Borrowing in accordance
        with Section 2.06.

       

      “Interest
        Payment Date” shall
        mean (a) with respect to any ABR Loan, the last Business Day of each March,
        June, September and December and (b) with respect to any Eurodollar Loan,
        the
        last Business Day of the Interest Period applicable to the Borrowing of which
        such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest
        Period of more than three months’ duration, each Business Day that is
        immediately prior to the last Business Day of such Interest Period that occurs
        at intervals of three months’ duration after the first Business Day of such
        Interest Period.

       

      
        
           

        

        
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      “Interest
        Period” shall
        mean, with respect to any Eurodollar Borrowing, the period commencing on
        the
        date of such Borrowing and ending on the numerically corresponding day in
        the
        calendar month that is one, two, three or six months thereafter, as the Borrower
        may elect; provided
        that
        (i)
        if any Interest Period would end on a day other than a Business Day, such
        Interest Period shall be extended to the next succeeding Business Day unless
        such next succeeding Business Day would fall in the next calendar month,
        in
        which case such Interest Period shall end on the next preceding Business
        Day and
        (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences
        on
        the last Business Day of a calendar month (or on a day for which there is
        no
        numerically corresponding day in the last calendar month of such Interest
        Period) shall end on the last Business Day of the last calendar month of
        such
        Interest Period. For purposes hereof, the date of a Borrowing initially shall
        be
        the date on which such Borrowing is made and thereafter shall be the effective
        date of the most recent conversion or continuation of such
        Borrowing.

       

      “Internal
        Control Event”
        means a
        material weakness in, or fraud that involves management or other employees
        who
        have a significant role in, the Parent’s, any Borrower’s or any of their
        Subsidiary’s internal controls over financial reporting, in each case as
        described in the Securities Laws.

       

      “ISP”
        shall
        mean, with respect to any Letter of Credit, the “International Standby Practices
        1998” published by the Institute of International Banking Law & Practice (or
        such later version thereof as may be in effect at the time of
        issuance).

       

      “Issuer
        Documents” shall
        mean with respect to any Letter of Credit, any Letter of Credit Application
        and
        any other document, agreement and instrument entered into by the applicable
        Issuing Bank and/or the applicable Borrower or in favor such Issuing Bank
        and
        relating to any such Letter of Credit.

       

      “Issuing
        Bank” shall
        mean the Revolving Issuing Bank and/or the LC Facility Issuing
        Bank.

       

      “LC
        Disbursement” shall
        mean the Revolving LC Disbursements and/or the LC Facility LC
        Disbursements.

       

      “LC
        Facility Availability Period” shall
        mean the period from and after the Closing Date through and excluding the
        earliest of (w) the fifth Business Day prior to the Term Loan Maturity Date,
        (x)
        the date (if any) that the obligation of the LC Facility Issuing Bank to
        issue
        LC Facility Letters of Credit shall be terminated pursuant to Article VII,
        (y) the date (if any) that the Credit-Linked Deposits are reduced to zero
        pursuant to Section 2.09(e) and (z) the date that any court of competent
        jurisdiction holds that the Credit-Linked Deposits are an asset of the
        Borrowers.

       

      “LC
        Facility Commitment” shall
        mean, as to any LC Facility Lender, the commitment of such LC Facility Lender
        to
        deposit Credit-Linked Deposits with the Administrative Agent on the Closing
        Date, representing the maximum amount such LC Facility Lender has agreed
        to make
        as a Credit-Linked Deposit hereunder, all as set forth on Schedule
        2.01,
        as the
        same may be increased or decreased in accordance with the terms of this
        Agreement. The initial aggregate amount of all of the LC Facility Lenders’ LC
        Facility Commitments on the Closing Date is $40,000,000.

       

      
        
           

        

        
          17

          
            

          

        

        
           

        

      

      “LC
        Facility Honor Date” shall
        have the meaning assigned to such term in Section 2.19(f).

       

      “LC
        Facility Issuing Bank” shall
        mean Bank of America, any Affiliate of Bank of America or one or more other
        issuing banks satisfactory to the Administrative Agent.

       

      “LC
        Facility LC Commitment” shall
        mean the commitment of the LC Facility Issuing Bank to issue LC Facility
        Letters
        of Credit pursuant to Section 2.19.

       

      “LC
        Facility LC Credit Extension” shall
        mean, with respect to any LC Facility Letter of Credit, the issuance thereof
        or
        extension of the expiry date thereof, or the increase of the amount
        thereof.

       

      “LC
        Facility LC Disbursement” shall
        mean a payment or disbursement made by the LC Facility Issuing Bank pursuant
        to
        a LC Facility Letter of Credit.

       

      “LC
        Facility Lender” shall
        mean a Lender with a LC Facility Commitment or any outstanding Credit-Linked
        Deposits.

       

      “LC
        Facility Letter of Credit” shall
        mean any letter of credit (including each Existing Letter of Credit listed
        on
        Schedule 1(b) hereto) issued pursuant to Section 2.19. 

       

      “LC
        Facility LC Obligations” shall
        mean at any time the sum of (a) the aggregate undrawn amount of all outstanding
        LC Facility Letters of Credit at such time plus
        (b)
        the
        aggregate principal amount of all LC Facility LC Disbursements that have
        not yet
        been reimbursed at such time, plus
        (c) if
        the Borrowers reimburse any LC Facility LC Disbursement, for the period of
        91
        days following such reimbursement, the amount of such reimbursement. The
        LC
        Facility LC Obligations of any LC Facility Lender at any time shall mean
        its
        Applicable Percentage of the aggregate LC Facility LC Obligations at such
        time.
        For purposes of computing the amount available to be drawn under any LC Facility
        Letter of Credit, the amount of such LC Facility Letter of Credit shall be
        determined in accordance with Section 1.05. For all purposes of this Agreement,
        if on any date of determination a LC Facility Letter of Credit has expired
        by
        its terms but any amount may still be drawn thereunder by reason of the
        operation of Rule 3.14 of the ISP, such LC Facility Letter of Credit shall
        be
        deemed to be “outstanding” in the amount so remaining available to be
        drawn.

       

      “LC
        Facility Non-Extension Notice Date” shall
        have the meaning assigned to such term in Section 2.19(c)(iv).

       

      “LC
        Facility Participation Fee”
        shall
        have the meaning assigned to such term in Section 2.10(c).

       

      “Lenders”
        shall
        mean (a) the lenders listed on Schedule
        2.01
        and (b)
        any lender that has become a party hereto pursuant to an Assignment and
        Acceptance (in each case, other than any such lender that has ceased to be
        a
        party hereto pursuant to an Assignment and Acceptance).

       

      
        
           

        

        
          18

          
            

          

        

        
           

        

      

      “Letter
        of Credit” shall
        mean any letter of credit (including each Existing Letter of Credit) issued
        pursuant to Section 2.04 or Section 2.19.

       

      “Letter
        of Credit Application” shall
        mean an application and agreement for the issuance or amendment of a Letter
        of
        Credit in the form from time to time in use by the relevant Issuing
        Bank.

       

      “LIBID
        Rate” shall
        mean for any Interest Period a rate equal to (A) the rate of return actually
        achieved by the Administrative Agent on its investment of Credit-Linked Deposits
        under, and as described in, Section 2.20(b), minus
        (B) the
        Deposit Investment Fee described in Section 2.10(d).

       

      “LIBO
        Rate” shall
        mean, for any Interest Period with respect to a Eurodollar Borrowing, the
        rate
        per annum equal to the British Bankers Association LIBOR Rate (“BBA
        LIBOR”), as
        published by Reuters (or other commercially available source providing
        quotations of BBA LIBOR as designated by the Administrative Agent from time
        to
        time) at approximately 11:00 a.m., London time, two Business Days prior to
        the
        commencement of such Interest Period, for dollar deposits (for delivery on
        the
        first day of such Interest Period) with a term equivalent to such Interest
        Period. If such rate is not available at such time for any reason, then the
        “LIBO Rate” for such Interest Period shall be the rate per annum determined by
        the Administrative Agent to be the rate at which deposits in dollars for
        delivery on the first day of such Interest Period in same day funds in the
        approximate amount of the Eurodollar Borrowing being made, continued or
        converted by the Administrative Agent and with a term equivalent to such
        Interest Period would be offered by the Administrative Agent’s London Branch to
        major banks in the London interbank eurodollar market at their request at
        approximately 11:00 a.m. (London time) two Business Days prior to the
        commencement of such Interest Period.

       

      “Lien”
        shall
        mean, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge,
        encumbrance, charge or security interest in or on such asset, (b) the interest
        of a vendor or a lessor under any conditional sale agreement, capital lease
        or
        title retention agreement (or any financing lease having substantially the
        same
        economic effect as any of the foregoing) relating to such asset and (c) in
        the
        case of securities, any purchase option, call or similar right of a third
        party
        with respect to such securities.

       

      “Loan
        Documents” shall
        mean this
        Agreement,
        the Letters of Credit, the Guarantee and Collateral Agreement, the other
        Security Documents, the Post-Closing Letter and any promissory note delivered
        to
        any Lender in connection with this Agreement.

       

      “Loan
        Parties” shall
        mean the Borrowers, Parent, Denny’s Holdings and the Subsidiary Loan
        Parties.

       

      “Loans”
        shall
        mean the Revolving Loans and the Term Loans.

       

      “Long-Term
        Indebtedness” shall
        mean any Indebtedness that, in accordance with GAAP, constitutes (or, when
        incurred, constituted) a long-term liability.

       

      
        
           

        

        
          19

          
            

          

        

        
           

        

      

      “Margin
        Stock” shall
        have the meaning assigned to such term in Regulation U.

       

      “Material
        Adverse Effect” shall
        mean (a) a materially adverse effect on or change in the business, assets,
        operations, properties, condition (financial or otherwise), liabilities
        (including potential environmental and employee health and safety liabilities
        and other contingent liabilities), prospects or material agreements of Parent,
        the Borrowers and the Subsidiaries, taken as a whole, (b) material impairment
        of
        the ability of any Borrower or any other Loan Party to perform any of its
        obligations under any Loan Document to which it is or will be a party or
        (c)
        material impairment of the rights of or benefits available to the Lenders
        under
        any Loan Document.

       

      “Maximum
        Rate” shall
        have the meaning assigned to such term in Section 9.13.

       

      “Mortgage”
        shall
        mean a mortgage, deed of trust, assignment of leases and rents, leasehold
        mortgage or other security document granting a Lien on any Mortgaged Property
        to
        secure the Obligations, as any of the same may be amended or otherwise modified
        from time to time. Each Mortgage shall be satisfactory in form and substance
        to
        the Collateral Agent.

       

      “Mortgaged
        Property” shall
        mean, initially, each parcel of real property and the improvements thereto
        owned
        by a Loan Party, which properties are set forth on Schedule
        1.01(a),
        and
        includes each other parcel of real property and improvements thereto with
        respect to which a Mortgage is granted pursuant to Section 5.11 or
        5.12.

       

      “Multiemployer
        Plan” shall
        mean a multiemployer plan as defined in Section 400 1(a)(3) of
        ERISA.

       

      “Net
        Cash Proceeds” shall
        mean, with respect to any event, the aggregate amount of cash received from
        time
        to time by or on behalf of such person in connection with such transaction
        after
        deducting therefrom only (a) reasonable and customary brokerage commissions,
        underwriting fees and discounts, legal fees, finder’s fees and other similar
        fees and commissions paid by Parent, the Borrowers and the Subsidiaries to
        third
        parties (other than Affiliates) in connection therewith, (b) the amount of
        taxes
        and other governmental fees and charges, if any, payable in connection with
        or
        as a result of such transaction, (c) the amount of any Indebtedness secured
        by a
        Lien on the asset that is the subject of an Asset Sale or other disposition
        (including pursuant to a sale and leaseback transaction or a casualty or
        a
        condemnation or similar proceeding) that, by the terms of such transaction,
        is
        required to be repaid upon such disposition, in each case to the extent,
        but
        only to the extent, that the amounts so deducted are, at the time of receipt
        of
        such cash, properly attributable to such transaction or to the asset that
        is the
        subject of such Asset Sale or other disposition and are actually paid by
        such
        person to a person that is not an Affiliate and (d) in the case of Asset
        Sales
        only, an amount of such proceeds equal to the amount of liabilities associated
        with such asset (including accrued tax liabilities) incurred or retained
        by the
        person disposing of such asset as part of such transaction to the extent,
        and
        for the period, such liabilities are reserved against in accordance with
        GAAP or
        actually paid by such person to a person that is not an Affiliate, provided
        that
        such
        proceeds shall be deemed received by such person as and when such reserves
        are
        no longer maintained and such liabilities are not actually so paid by such
        person.

       

      
        
           

        

        
          20

          
            

          

        

        
           

        

      

      “Net
        Working Capital” shall
        mean at any date, (a) the consolidated current assets of the Parent, the
        Borrowers and their consolidated subsidiaries as of such date (excluding
        cash
        and Permitted Investments) minus (b) the consolidated current liabilities
        of the
        Parent, the Borrowers and their consolidated subsidiaries as of such date
        (excluding current liabilities in respect of Indebtedness). Net Working Capital
        at any date may be a positive or negative number. Net Working Capital increases
        when it becomes more positive or less negative and decreases when it becomes
        less positive or more negative.

       

      “Obligations”
        shall
        mean all obligations defined as “Obligations” in the Guarantee and Collateral
        Agreement.

       

      “Operating
        Leases” shall
        mean, as applied to any person, any lease (including leases that may be
        terminated by the lessee at any time) by such person of any property (whether
        real, personal or mixed) that is not required to be classified and accounted
        for
        as a capital lease on such person’s balance sheet in accordance with GAAP, other
        than any such lease under which such person is the lessor.

       

      “Other
        Taxes” means
        any
        and all present or future stamp or documentary taxes or any other excise
        or
        property taxes, charges or similar levies arising from any payment made
        hereunder or from the execution, delivery or enforcement of, or otherwise
        with
        respect to, this Agreement.

       

      “Participant”
        shall
        have the meaning assigned to such term in Section 9.04(c)(i).

       

      “PBGC”
        shall
        mean the Pension Benefit Guaranty Corporation referred to and defined in
        ERISA
        and any successor entity performing similar functions.

       

      “PCAOB”
        means
        the Public Company Accounting Oversight Board.

       

      “Perfection
        Certificate” shall
        have the meaning assigned to such term in the Guarantee and Collateral
        Agreement.

       

      “Permitted
        Amendments” means
        (a)
        any amendment or supplement to any of the 10% Senior Notes Documents that
        does
        not require a waiver or consent of the holders of the Indebtedness evidenced
        thereby, other than an amendment or supplement that (i) adds, directly or
        indirectly, any new provision commonly characterized as an affirmative, negative
        or financial covenant or any new event of default, collateral requirements
        or
        repayment requirement (including any put requirement) that relates to any
        date
        prior to 180 days after the Term Loan Maturity Date, (ii) modifies in any
        manner
        adverse to the issuer or guarantor thereof any existing provision commonly
        characterized as an affirmative, negative or financial covenant or any existing
        event of default, collateral requirement or repayment requirement (including
        any
        shortening of any amortization requirement) that relates to any date prior
        to
        180 days after the Term Loan Maturity Date or (iii) increases the interest
        rate
        thereon or modifies in any manner adverse to the issuer or guarantor thereof
        the
        time or manner of payment of such interest (including any option or right
        to pay
        such interest in kind) or (b) any amendment or supplement (i) to the 10%
        Senior
        Notes Documents that is prohibited under clause (a) above (other than any
        amendment or supplement prohibited by subclauses (i), (ii) or (iii) of clause
        (a) above) or (ii) to any other indenture, instrument or agreement pursuant
        to
        which any Indebtedness or preferred stock is outstanding that, in each case,
        is
        not materially adverse to the interests of the Lenders.

       

      
        
           

        

        
          21

          
            

          

        

        
           

        

      

      “Permitted
        Investments”
        shall
        mean:

       

      (a)  direct
        obligations of, or obligations the principal of and interest on which are
        unconditionally guaranteed by, the United States of America (or by any agency
        thereof), in each case maturing within one year from the date of acquisition
        thereof;

       

      (b)  without
        limiting the provisions of paragraph (d) below, investments in commercial
        paper
        maturing within 180 days from the date of acquisition thereof and having,
        at
        such date of acquisition, a rating of at least “A-1” or the equivalent thereof
        from Standard & Poor’s Ratings Service or of at least “P-1” or the
        equivalent thereof from Moody’s Investors Service, Inc. or investments in other
        corporate debt securities maturing within one year from the date of the
        acquisition thereof and having, at such date of acquisition, a rating of
        at
        least “A” or the equivalent thereof from Standard & Poor’s Rating Service or
        of at least “A2” or the equivalent thereof from Moody’s Investors Service,
        Inc.;

       

      (c)  investments
        in certificates of deposit, bankers’ acceptances and time deposits (including
        Eurodollar time deposits) maturing within 180 days from the date of acquisition
        thereof issued or guaranteed by or placed with (i) any domestic office of
        the
        Administrative Agent or the bank with whom the Borrowers and the Subsidiaries
        maintain their cash management system, provided, that if such bank is not
        a
        Lender hereunder, such bank shall have entered into an agreement with the
        Administrative Agent pursuant to which such bank shall have waived all rights
        of
        setoff and confirmed that such bank does not have, nor shall it claim, a
        security interest therein or (ii) any domestic office of any other commercial
        bank of recognized standing organized under the laws of the United States
        of
        America or any State thereof that has a combined capital and surplus and
        undivided profits of not less than $250,000,000 and is the principal banking
        subsidiary of a bank holding company having a long-term unsecured debt rating
        of
        at least “A” or the equivalent thereof from Standard & Poor’s Ratings
        Service or at least “A2” or the equivalent thereof from Moody’s Investors
        Service, Inc.;

       

      (d)  investments
        in commercial paper maturing within 180 days from the date of acquisition
        thereof and issued by (i) the holding company of the Administrative Agent
        or
        (ii) the holding company of any other commercial bank of recognized standing
        organized under the laws of the United States of America or any State thereof
        that has (A) a combined capital and surplus in excess of $250,000,000 and
        (B)
        commercial paper rated at least “A-1” or the equivalent thereof from Standard
& Poor’s Ratings Service or of at least “P-1” or the equivalent thereof from
        Moody’s Investors Service, Inc.;

       

      (e)  investments
        in repurchase obligations with a term of not more than seven days for underlying
        securities of the types described in clause (a) above entered into with any
        office of a bank or trust company meeting the qualifications specified in
        clause
        (c) above; 

       

      
        
           

        

        
          22

          
            

          

        

        
           

        

      

      (f)  taxable
        or tax-exempt securities which at the time of purchase have been rated and
        the
        ratings for which are not less than Aa2 if rated by Moody’s, and not less than
        AA if rated by S&P; and 

       

      (g)  investments
        in money market funds substantially all the assets of which are comprised
        of
        securities of the types described in clauses (a) through (e) above.

       

      “Permitted
        Liens” shall
        mean (a) Liens imposed by law (other than any Lien imposed under ERISA) for
        taxes, assessments or charges of any Governmental Authority for claims not
        yet
        due or which are being contested in good faith by appropriate proceedings
        and
        with respect to which adequate reserves or other appropriate provisions are
        being maintained in accordance with GAAP; (b) statutory and other Liens of
        landlords, Liens of tenants arising from occupancy rights and statutory Liens
        of
        carriers, warehousemen, mechanics, materialmen and other Liens (other than
        any
        Lien imposed under ERISA) imposed by law created in the ordinary course of
        business for amounts not yet due or which are being contested in good faith
        by
        appropriate proceedings and with respect to which adequate reserves or other
        appropriate provisions are being maintained in accordance with GAAP; (c)
        Liens
        (other than any Lien imposed under ERISA) incurred or deposits made in the
        ordinary course of business (including surety bonds and appeal bonds) in
        connection with workers’ compensation, unemployment insurance and other types of
        social security benefits or to secure the performance of tenders, bids, leases,
        contracts (other than for the repayment of Indebtedness), statutory obligations
        and other similar obligations or arising as a result of progress payments
        under
        government contracts; (d) easements (including reciprocal easement agreements
        and utility agreements), rights-of-way, covenants, consents, reservations,
        encroachments, variations and zoning and other restrictions, charges or
        encumbrances (whether or not recorded), which do not interfere materially
        with
        the ordinary conduct of the business of any Borrower, Parent, Denny’s Holdings
        or any Subsidiary Loan Party, as the case may be, and which do not materially
        detract from the value of the property to which they attach or materially
        impair
        the use thereof by any Borrower, Parent, Denny’s Holdings or any Subsidiary Loan
        Party, as the case may be (any such items described in this clause (d),
“Permitted
        Real Estate Liens”); (e)
        purchase money Liens upon or in any property acquired or held in the ordinary
        course of business to secure Indebtedness permitted by Section 6.01(d),
provided
        that
        any
        such Liens shall be placed on such property (and the Indebtedness secured
        by
        such Liens shall be created) within 180 days following the acquisition of
        such
        property, such Liens do not apply to any other property or assets of Parent,
        any
        Borrower or any Subsidiary and the Indebtedness secured by such Liens does
        not
        exceed 100% of the lesser of the cost or Fair Market Value of such property
        at
        the time of acquisition; (f) Liens in connection with attachments or judgments
        (including judgment or appeal bonds) that do not constitute an Event of Default
        under subsections (i) or (j) of Article VII, provided
        that
        the
        judgments secured shall, within 30 days after the entry thereof, have been
        discharged or execution thereof stayed pending appeal, or shall have been
        discharged within 30 days after the expiration of such stay; (g) leases or
        subleases granted to others in the ordinary course of business not interfering
        in any material respect with the business of any Loan Party; (h) any interest
        or
        title of a lessor under, and Liens arising from UCC financing statements
        relating to, leases permitted by this Agreement; (i) normal and customary
        rights
        of setoff upon deposits of cash in favor of banks or other depository
        institutions; and (j) extensions, renewals or replacements of any Lien referred
        to in paragraphs (a) through (i) above in connection with an extension, renewal,
        refinancing or replacement of the obligations which they secure or otherwise,
        provided
        that
        the
        principal amount of the obligation secured thereby is not increased and that
        any
        such extension, renewal or replacement is limited to the property originally
        encumbered thereby.

       

      
        
           

        

        
          23

          
            

          

        

        
           

        

      

      “Permitted
        Real Estate Liens” shall
        have the meaning assigned to such term in clause (d) of the definition of
        “Permitted Liens”.

       

      “Permitted
        Senior Notes Repurchases” shall
        mean the acquisition, repurchase or redemption of 10% Senior Notes to the
        extent
        that such acquisitions, repurchases or redemptions are permitted by Section
        6.08(a)(ii).

       

      “person”
        shall
        mean any natural person, corporation, business trust, joint venture,
        association, company, limited liability company, partnership or government,
        or
        any agency or political subdivision thereof.

       

      “Plan”
        shall
        mean any employee pension benefit plan (other than a Multiemployer Plan)
        subject
        to the provisions of Title IV of ERISA or Section 412 of the Code or Section
        302
        of ERISA, and in respect of which any Borrower or any ERISA Affiliate is
        (or, if
        such plan were terminated, would under Section 4069 of ERISA be deemed to
        be) an
“employer” as defined in Section 3(5) of ERISA.

       

      “Platform”
        shall
        have the meaning assigned to such term in Section 9.15.

       

      “Prime
        Rate” shall
        mean the rate of interest per annum publicly announced from time to time
        by the
        Administrative Agent as its “prime rate”; each change in the Prime Rate shall be
        effective from and including the date such change is publicly announced as
        being
        effective. The “prime rate” is a rate set by the Administrative Agent based upon
        various factors including the Administrative Agent’s costs and desired return,
        general economic conditions and other factors, and is used as a reference
        point
        for pricing some loans, which may be priced at, above, or below such announced
        rate.

       

      “Properties”
        shall
        have the meaning assigned to such term in Section 3.17(a).

       

      “Post-Closing
        Letter” shall
        mean the Post Closing Letter, dated as of the Closing Date, by the Borrowers,
        the Administrative Agent and the Collateral Agent.

       

      “Public
        Lender” shall
        have the meaning assigned to such term in Section 9.15.

       

      “Reduction
        Event”
        shall
        mean:

       

      (a)  any
        Asset
        Sale, provided
        that,
        other than for purposes of clause (a) of the definition of “Excess Cash Flow”,
        no sale of any of the Specified Properties shall constitute a Reduction
        Event;

       

      (b)  any
        casualty or other insured damage to, or any taking under power of eminent
        domain
        or by condemnation or similar proceeding of, any property or asset of Parent,
        any Borrower or any Subsidiary, in each case under this clause (b) the Net
        Cash
        Proceeds of which exceed $3,000,000;

       

      
        
           

        

        
          24

          
            

          

        

        
           

        

      

      (c)  receipt
        by Parent, any Borrower or any Subsidiary of any Extraordinary Receipts,
        in each
        case under this clause (c) the Net Cash Proceeds of which exceed
        $5,000,000;

       

      (d)  the
        issuance by Parent, any Borrower or any Subsidiary of any Equity Interests,
        or
        the receipt by Parent, any Borrower or any Subsidiary of any capital
        contribution, other than (i) any such issuance of Equity Interests to, or
        receipt of any such capital contribution from, Parent, any Borrower or a
        Subsidiary and (ii) any such issuance from time to time by Parent of Equity
        Interests in Parent pursuant to any stock option, equity incentive or similar
        benefit plan established for directors or employees of Parent and
        Subsidiaries;

       

      (e)  the
        incurrence by any Borrower or any Subsidiary (other than Denny’s Holdings) of
        any Indebtedness, other than Indebtedness permitted pursuant to Section 6.01;
        or

       

      (f)  the
        incurrence by Parent or Denny’s Holdings of any Indebtedness, other than
        Indebtedness permitted pursuant to Section 6.01.

       

      “Refranchising
        Asset Sale” shall
        mean the sale of a Restaurant Business and related assets by any Borrower
        or any
        Subsidiary Loan Party where, contemporaneously with such sale, DFO enters
        into a
        franchise agreement with the transferee of such Restaurant
        Business.

       

      “Register”
        shall
        have the meaning given such term in Section 9.04(b).

       

      “Regulation
        U” shall
        mean Regulation U of the Board as from time to time in effect and all official
        rulings and interpretations thereunder or thereof.

       

      “Regulation
        X”
shall
        mean Regulation X of the Board as from time to time in effect and all official
        rulings and interpretations thereunder or thereof.

       

      “Reinvestment
        Assets” shall
        mean any assets to be employed in the business of any Borrower or Subsidiary
        Loan Party as conducted on the Closing Date.

       

      “Related
        Parties” shall
        mean, with respect to any person, such person’s Affiliates and the respective
        directors, officers, employees, agents, trustees and advisors of such person
        or
        such person’s Affiliates.

       

      “Release”
        shall
        mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging,
        injecting, escaping, leaching, dumping, disposing, depositing, emanating
        or
        migrating of any Hazardous Material in, into, onto or through the
        environment.

       

      “Remedial
        Action” shall
        mean (a) “remedial action” as such term is defined in CERCLA, 42 U.S.C. Section
        9601(24), and (b) all other actions required by any Governmental Authority
        to:
        (i) clean up, remove, treat, abate or in any other way address any Hazardous
        Material in the environment; (ii) prevent the Release or threat of Release,
        or
        minimize the further Release, of any Hazardous Material so it does not migrate
        or endanger or threaten to endanger public health, welfare or the environment;
        or (iii) perform studies and investigations in connection with, or as a
        precondition to, (i) or (ii) above.

       

      
        
           

        

        
          25

          
            

          

        

        
           

        

      

      “Required
        Lenders” shall
        mean, at any time, collectively (i) the Required Revolving Lenders and (ii)
        the
        Term Lenders and the LC Facility Lenders holding outstanding Term Loans and
        Credit-Linked Deposits representing more than 50%
        of
        the
        sum of all outstanding Term Loans and Credit-Linked Deposits at such
        time.

       

      “Required
        Revolving Lenders” shall
        mean, at any time, Revolving Lenders having Revolving Loans, Revolving LC
        Obligations and unused Commitments representing more than 50%
        of
        the
        sum of all Revolving Loans outstanding, Revolving LC Obligations and unused
        Commitments at such time.

       

      “Required
        LC Facility Lenders” shall
        mean, at any time, LC Facility Lenders having outstanding Credit-Linked Deposits
        representing more than 50%
        of
        the
        sum of all outstanding Credit-Linked Deposits at such time.

       

      “Responsible
        Officer” of
        any
        corporation shall mean any executive officer or Financial Officer of such
        corporation and any other officer or similar official thereof responsible
        for
        the administration of the obligations of such corporation in respect of this
        Agreement.

       

      “Restaurant
        Businesses”
        shall
        have the meaning assigned to such term in Section 6.05(e).

       

      “Restricted
        Indebtedness” shall
        mean Indebtedness of Parent, the Borrowers or any other Subsidiary the payment,
        prepayment, redemption, repurchase or defeasance of which is restricted under
        Section 6.08.

       

      “Revolving
        Borrowing” shall
        mean a Borrowing comprised of Revolving Loans.

       

      “Revolving
        Commitment” shall
        mean, with respect to each Lender, the commitment of such Lender to make
        Revolving Loans hereunder and participate in Revolving Letters of Credit,
        all as
        set forth on Schedule
        2.01,
        or in
        the Assignment and Acceptance pursuant to which such Lender assumed its
        Revolving Commitment, as applicable, as the same may be (a) reduced from
        time to
        time pursuant to Section 2.07 or pursuant to Section 2.17 and (b) reduced
        or
        increased from time to time pursuant to assignments by or to such Lender
        pursuant to Section 9.04. The aggregate amount of the Lenders’ Revolving
        Commitments on the Closing Date is $50,000,000.

       

      “Revolving
        Issuing Bank” shall
        mean Bank of America, any Affiliate of Bank of America or one or more other
        issuing banks satisfactory to the Administrative Agent.

       

      “Revolving
        LC Advance” shall
        mean, with respect to each Revolving Lender, such Revolving Lender’s funding of
        its participation in any Revolving LC Borrowing in accordance with its
        Applicable Percentage.

       

      “Revolving
        LC Availability Period” shall
        mean the period from and after the Closing Date through and excluding the
        earlier of (x) the fifth Business Day prior to the Revolving Maturity Date,
        and
        (y) the date (if any) that the obligation of the Revolving Issuing Bank to
        issue
        Revolving Letters of Credit shall be terminated pursuant to Article
        VII.

       

      
        
           

        

        
          26

          
            

          

        

        
           

        

      

      “Revolving
        LC Borrowing” shall
        mean a Revolving LC Disbursement which has not been reimbursed on the date
        when
        made or refinanced as an ABR Revolving Borrowing.

       

      “Revolving
        LC Commitment” shall
        mean the commitment of the Revolving Issuing Bank to issue Revolving Letters
        of
        Credit pursuant to Section 2.04.

       

      “Revolving
        LC Credit Extension” shall
        mean, with respect to any Revolving Letter of Credit, the issuance thereof
        or
        extension of the expiry date thereof, or the increase of the amount
        thereof.

       

      “Revolving
        LC Disbursement” shall
        mean a payment or disbursement made by the Revolving Issuing Bank pursuant
        to a
        Revolving Letter of Credit.

       

      “Revolving
        Lender” shall
        mean a Lender with a Revolving Commitment or, if the Revolving Commitments
        have
        been terminated or have expired, a Lender with a Credit Exposure.

       

      “Revolving
        Letter of Credit” shall
        mean any letter of credit (including each Existing Letter of Credit listed
        on
Schedule
        1(a)
        hereto)
        issued pursuant to Section 2.04.

       

      “Revolving
        Letter of Credit Fee”
        shall
        have the meaning assigned to such term in Section 2.10(b).

       

      “Revolving
        Loans” shall
        mean the revolving loans made by the Lenders to the Borrowers pursuant to
        clause
        (c) of Section 2.01. Each Revolving Loan shall be a Eurodollar Loan or an
        ABR
        Loan.

       

      “Revolving
        LC Obligations” shall
        mean at any time the sum of (a) the aggregate undrawn amount of all outstanding
        Revolving Letters of Credit at such time plus
        (b)
        the
        aggregate principal amount of all Revolving LC Disbursements that have not
        yet
        been reimbursed at such time, plus
        (c) if
        the Borrowers reimburse any Revolving LC Disbursement, for the period of
        91 days
        following such reimbursement, the amount of such reimbursement. The Revolving
        LC
        Obligations of any Revolving Lender at any time shall mean its Applicable
        Percentage of the aggregate Revolving LC Obligations at such time. For purposes
        of computing the amount available to be drawn under any Revolving Letter
        of
        Credit, the amount of such Revolving Letter of Credit shall be determined
        in
        accordance with Section 1.05. For all purposes of this Agreement, if on any
        date
        of determination a Revolving Letter of Credit has expired by its terms but
        any
        amount may still be drawn thereunder by reason of the operation of Rule 3.14
        of
        the ISP, such Revolving Letter of Credit shall be deemed to be “outstanding” in
        the amount so remaining available to be drawn.

       

      “Revolving
        Maturity Date” shall
        mean December 15, 2011.

       

      “Revolving
        Non-Extension Notice Date” shall
        have the meaning assigned to such term in Section 2.04(b)(iv).

       

      
        
           

        

        
          27

          
            

          

        

        
           

        

      

      “Sarbanes-Oxley”
        means
        the Sarbanes-Oxley Act of 2002.

       

      “SEC”
        means
        the Securities and Exchange Commission, or any Governmental Authority succeeding
        to any of its principal functions.

       

      “Secured
        Parties” shall
        have the meaning assigned to such term in the Guarantee and Collateral
        Agreement.

       

      “Securities
        Laws”
        means
        the Securities Act of 1933, the Securities Exchange Act of 1934, Sarbanes-Oxley
        and the applicable accounting and auditing principles, rules, standards and
        practices promulgated, approved or incorporated by the SEC or the
        PCAOB.

       

      “Security
        Documents” shall
        mean the Mortgages, the Guarantee and Collateral Agreement, and each of the
        security agreements, mortgages and other instruments and documents executed
        and
        delivered pursuant to any of the foregoing or pursuant to Section
        5.12.

       

      “SPC”
        shall
        have the meaning assigned to such term is Section 9.04(f).

       

      “Specified
        Properties”
        shall
        mean the properties listed on Schedule 6.05(k).

       

      “Statutory
        Reserves” shall
        mean a fraction (expressed as a decimal), the numerator of which is the number
        one and the denominator of which is the number one minus the aggregate of
        the
        maximum reserve percentages (including any marginal, special, emergency or
        supplemental reserves) expressed as a decimal established by the Board and
        any
        other banking authority, domestic or foreign, to which the Administrative
        Agent
        or any Lender (including any branch, Affiliate or other fronting office making
        or holding a Loan) is subject with respect to the Adjusted LIBO Rate, for
        Eurocurrency Liabilities (as defined in Regulation D of the Board). Such
        reserve
        percentages shall include those imposed pursuant to such Regulation D.
        Eurodollar Loans shall be deemed to constitute Eurocurrency Liabilities and
        to
        be subject to such reserve requirements without benefit of or credit for
        proration, exemptions or offsets that may be available from time to time
        to any
        Lender under such Regulation D. Statutory Reserves shall be adjusted
        automatically on and as of the effective date of any change in any reserve
        percentage.

       

      “subsidiary”
        shall
        mean, with respect to any person (herein referred to as the “parent”),
        any
        corporation, partnership, association or other business entity of which
        securities or other ownership interests representing more than 50%
        of
        the
        equity or more than 50%
        of
        the
        ordinary voting power or more than 50%
        of
        the
        general partnership interests are, at the time any determination is being
        made,
        owned, controlled or held by the parent or one or more subsidiaries of the
        parent or by the parent and one or more subsidiaries of the parent.

       

      “Subsidiary”
        shall
        mean any subsidiary of Parent.

       

      “Subsidiary
        Loan Party” shall
        mean each Subsidiary other than a Foreign Subsidiary and other than Advantica
        Systems, Inc., IM Purchasing, Inc., Flagstar Holdings, Inc., La Mirada
        Enterprises No. 1, Inc. and excluding Denny's Employee Disaster Relief Fund,
        Inc. for so long as such entity remains a charitable entity under Section
        501(c)(3) of the Code.

       

      
        
           

        

        
          28

          
            

          

        

        
           

        

      

      “Taxes”
        shall
        mean any and all present or future taxes, levies, imposts, duties, deductions,
        charges or withholdings imposed by any Governmental Authority.

       

      “10%
        Senior Notes”
        shall
        mean Parent’s 10% Senior Notes due 2012.

       

      “10%
        Senior Notes Documents”
        shall
        mean the 10% Senior Notes, the 10% Senior Notes Indenture and all material
        agreements, documents and instruments related thereto, in each case as amended,
        supplemented or otherwise modified from time to time in accordance with the
        terms hereof and thereof.

       

      “10%
        Senior Notes Indenture”
        shall
        mean the Indenture dated as of October 5, 2004, between Denny’s Holdings, Parent
        and U.S. Bank National Association, as trustee, as amended, supplemented
        or
        otherwise modified from time to time in accordance with the terms hereof
        and
        thereof.

       

      “Term
        Borrowing” shall
        mean a Borrowing comprised of Term Loans.

       

      “Term
        Lender” shall
        mean a Lender with a Term Loan Commitment or an outstanding Term
        Loan.

       

      “Term
        Loan Commitment” shall
        mean, with respect to each Lender, the commitment, if any, of such Lender
        to
        make Term Loans hereunder on the Closing Date, expressed as an amount
        representing the maximum principal amount of the Term Loan to be made by
        such
        Lender hereunder, all as set forth on Schedule 2.01, as the same may be (a)
        reduced from time to time pursuant to Section 2.07 or pursuant to Section
        2.17
        and (b) reduced or increased from time to time pursuant to assignments by
        or to
        such Lender pursuant to Section 9.04. The initial aggregate amount of the
        Lenders’ Term Loan Commitments on the Closing Date is $260,000,000.

       

      “Term
        Loan Maturity Date” shall
        mean March 31, 2012.

       

      “Term
        Loans” shall
        mean the term loans made by the Term Lenders to the Borrowers pursuant to
        clause
        (a) of Section 2.01. Each Term Loan shall be a Eurodollar Loan or an ABR
        Loan.

       

      “Total
        Credit-Linked Deposits” shall
        mean, at any time, the sum of all the LC Facility Lenders’ Credit-Linked
        Deposits, as the same may be reduced from time to time pursuant to Section
        2.09(e).

       

      “Total
        Revolving Commitment” shall
        mean, at any time, the aggregate amount of the Revolving Commitments, as
        in
        effect at such time and which on the Closing Date is $50,000,000.

       

      “Transactions”
        shall
        have the meaning assigned to such term in Section 3.02.

       

      “Type”
        when
        used
        in respect of any Loan or Borrowing, shall refer to the Rate by reference
        to
        which interest on such Loan or on the Loans comprising such Borrowing is
        determined. For purposes hereof, the term “Rate”
        shall
        consist of the Adjusted LIBO Rate and the Alternate Base Rate.

       

      
        
           

        

        
          29

          
            

          

        

        
           

        

      

      “Unreimbursed
        Amount” shall
        have the meaning assigned to such term in Section 2.19(f)(ii).

       

      “wholly
        owned subsidiary” of
        any
        person shall mean a subsidiary of such person of which securities (except
        for
        directors’ qualifying shares) or other ownership interests representing 100% of
        the equity or 100% of the ordinary voting power or 100% of the general
        partnership interests are, at the time any determination is being made, owned,
        controlled or held by such person or one or more wholly owned subsidiaries
        of
        such person or by such person and one or more wholly owned subsidiaries of
        such
        person.

       

      “Withdrawal
        Liability” shall
        mean liability to a Multiemployer Plan as a result of a complete or partial
        withdrawal from such Multiemployer Plan, as such terms are defined in Part
        I of
        Subtitle E of Title IV of ERISA.

       

      SECTION
        1.02  Classification
        of Loans and Borrowings. For
        purposes of this Agreement, Loans may be classified and referred to by Class
        (e.g.,
        a
        “Revolving Loan”) or by Type (e.g.,
        a
        “Eurodollar Loan”) or by Class and Type (e.g.,
        a
        “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to
        by Class (e.g.,
        a
        “Revolving Borrowing”) or by Type (e.g.,
        a
        “Eurodollar Borrowing”) or by Class and Type (e.g.,
        a
        “Eurodollar Revolving Borrowing”).

       

      SECTION
        1.03  Terms
        Generally. The
        definitions of terms herein shall apply equally to the singular and plural
        forms
        of the terms defined. Whenever the context may require, any pronoun shall
        include the corresponding masculine, feminine and neuter forms. The words
        “include”, “includes” and “including” shall be deemed to be followed by the
        phrase “without limitation”. The word “will” shall be construed to have the same
        meaning and effect as the word “shall”. Unless the context requires otherwise
        (a) any definition of or reference to any agreement, instrument or other
        document herein shall be construed as referring to such agreement, instrument
        or
        other document as from time to time amended, supplemented or otherwise modified
        (subject to any restrictions on such amendments, supplements or modifications
        set forth herein), (b) any reference herein to any person shall be construed
        to
        include such person’s successors and assigns, (c) the words “herein”, “hereof’
and “hereunder”, and words of similar import, shall be construed to refer to
        this Agreement in its entirety and not to any particular provision hereof,
        (d)
        all references herein to Articles, Sections, Exhibits and Schedules shall
        be
        construed to refer to Articles and Sections of, and Exhibits and Schedules
        to,
        this Agreement and (e) the words “asset” and “property” shall be construed to
        have the same meaning and effect and to refer to any and all tangible and
        intangible assets and properties, including cash, securities, accounts and
        contract rights. Unless otherwise specified, all references herein to times
        of
        day shall be references to New York City time.

       

      SECTION
        1.04  Accounting
        Terms; GAAP. Except
        as
        otherwise expressly provided herein, all terms of an accounting or financial
        nature shall be construed in accordance with GAAP, as in effect from time
        to
        time; provided,
        that
        if
        the Borrowers notify the Administrative Agent that the Borrowers request
        an
        amendment to any provision hereof to eliminate the effect of any change
        occurring after the Closing Date in GAAP or in the application thereof on
        the
        operation of such provision (or if the Administrative Agent notifies the
        Borrowers that the Required Lenders request an amendment to any provision
        hereof
        for such purpose), regardless of whether any such notice is given before
        or
        after such change in GAAP or in the application thereof, then such provision
        shall be interpreted on the basis of GAAP as in effect and applied immediately
        before such change shall have become effective until such notice shall have
        been
        withdrawn or such provision amended in accordance herewith.

       

      
        
           

        

        
          30

          
            

          

        

        
           

        

      

      SECTION
        1.05  Letter
        of Credit Amounts. Unless
        otherwise specified herein, the amount of a Letter of Credit at any time
        shall
        be deemed to be the stated amount of such Letter of Credit in effect at such
        time; provided,
        however, that
        with
        respect to any Letter of Credit that, by its terms or the terms of any Issuer
        Document related thereto, provides for one or more automatic increases in
        the
        stated amount thereof, the amount of such Letter of Credit shall be deemed
        to be
        the maximum stated amount of such Letter of Credit after giving effect to
        all
        such increases, whether or not such maximum stated amount is in effect at
        such
        time.

       

      ARTICLE
        II.

       

      The
        Credits

       

      SECTION
        2.01  Commitments
        and Funding of Credit-Linked Deposits. Subject
        to the terms and conditions set forth herein, (a) each Term Lender agrees
        to
        make a Term Loan to any Borrower on the Closing Date in an aggregate principal
        amount not exceeding such Lender’s Term Loan Commitment; (b) each LC Facility
        Lender agrees to deposit with the Administrative Agent on the Closing Date,
        in
        accordance with Section 2.19(d), its Credit-Linked Deposit in an aggregate
        amount not exceeding such LC Facility Lender’s LC Facility Commitment; and (c)
        each Revolving Lender agrees to make Revolving Loans to any Borrower from
        time
        to time during the Availability Period in an aggregate principal amount that
        will not result in (i) such Lender’s Credit Exposure exceeding such Lender’s
        Revolving Commitment or (ii) the Aggregate Credit Exposure exceeding the
        Total
        Revolving Commitment. Within the foregoing limits and subject to the terms
        and
        conditions set forth herein, the Borrowers may borrow, prepay and reborrow
        Revolving Loans. Amounts prepaid or repaid in respect of Term Loans may not
        be
        reborrowed. The Borrowers shall have no right, title or interest in or to
        the
        Credit-Linked Deposits as more fully provided in Section 2.20.

       

      SECTION
        2.02  Loans. (a)
        Each
        Loan shall be made as part of a Borrowing consisting of Loans of the same
        Class
        and Type made by the Lenders ratably in accordance with their respective
        Commitments of the applicable Class. The failure of any Lender to make any
        Loan
        required to be made by it shall not relieve any other Lender of its obligations
        hereunder; provided
        that
        the
        Commitments of the Lenders are several and no Lender shall be responsible
        for
        any other Lender’s failure to make Loans as required.

       

      (b)  Subject
        to Section 2.12, each Revolving Borrowing and Term Borrowing shall be comprised
        entirely of ABR Loans or Eurodollar Loans as the applicable Borrower may
        request
        in accordance herewith. Each Lender at its option may make any Eurodollar
        Loan
        by causing any domestic or foreign branch or Affiliate of such Lender to
        make
        such Loan; provided that any exercise of such option shall not affect the
        obligation of the applicable Borrower to repay such Loan in accordance with
        the
        terms of this Agreement.

       

      
        
           

        

        
          31

          
            

          

        

        
           

        

      

      (c)  At
        the
        commencement of each Interest Period for any Eurodollar Borrowing, such
        Borrowing shall be in an aggregate amount that is an integral multiple of
        $500,000 and not less than $5,000,000. At the time that each ABR Borrowing
        is
        made, such Borrowing shall be in an aggregate amount that is an integral
        multiple of $100,000 and not less than $500,000; provided that an ABR Revolving
        Borrowing may be in an aggregate amount that is equal to the entire unused
        balance of the Total Revolving Commitment or that is required to finance
        the
        reimbursement of an LC Disbursement as contemplated by Section 2.04(c)(i).
        Borrowings of more than one Type may be outstanding at the same time; provided,
        that there shall not at any time be more than a total of seven Eurodollar
        Borrowings outstanding.

       

      (d)  Notwithstanding
        any other provision of this Agreement, no Borrower shall be entitled to request,
        or to elect to convert or continue, any Borrowing if the Interest Period
        requested with respect thereto would end after the Revolving Maturity Date
        or
        the Term Loan Maturity Date, as applicable.

       

      SECTION
        2.03  Requests
        for Borrowings. To
        request a Revolving Borrowing or Term Borrowing, the applicable Borrower
        shall
        notify the Administrative Agent of such request by telephone (a) in the case
        of
        a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three
        Business Days before the date of the proposed Borrowing or (b) in the case
        of an
        ABR Borrowing, not later than 12:00 noon, New York City time, on the date
        of the
        proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable
        and shall be confirmed promptly by hand delivery or telecopy to the
        Administrative Agent of a written Borrowing Request in a form approved by
        the
        Administrative Agent and signed by the applicable Borrower. Each such telephonic
        and written Borrowing Request shall specify the following information in
        compliance with Section 2.02:

       

      (i)  the
        identity of the Borrower in respect of such Borrowing;

       

      (ii)  in
        the
        case of Loans made on the Closing Date, whether such Borrowing is to be a
        Revolving Borrowing or Term Borrowing;

       

      (iii)  the
        aggregate amount of the requested Borrowing;

       

      (iv)  the
        date
        of such Borrowing, which shall be a Business Day;

       

      (v)  whether
        such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

       

      (vi)  in
        the
        case of a Eurodollar Borrowing, the initial Interest Period to be applicable
        thereto, which shall be a period contemplated by the definition of the term
        “Interest Period”; and

       

      
        
           

        

        
          32

          
            

          

        

        
           

        

      

      (vii)  to
        the
        extent applicable, the location and number of the applicable Borrower’s account
        to which funds are to be disbursed, which shall comply with the requirements
        of
        Section 2.05.

       

      If
        no
        election as to the Type of Borrowing is specified, then the requested Borrowing
        shall be an ABR Borrowing. If no Interest Period is specified with respect
        to
        any requested Eurodollar Borrowing, then the applicable Borrower shall be
        deemed
        to have selected an Interest Period of one month’s duration. Promptly following
        receipt of a Borrowing Request in accordance with this Section (and in any
        event
        not later than 5:00 p.m., New York City time, three Business Days before
        the
        date of the proposed Borrowing other than an ABR Borrowing), the Administrative
        Agent shall notify in writing each Lender of the details thereof and of the
        amount of such Lender’s Loan to be made as part of the requested
        Borrowing.

       

      SECTION
        2.04  Revolving
        Letters of Credit.
        (a) The
        Revolving Letter of Credit Commitment.

       

      (i)  Subject
        to the terms and conditions set forth herein, (A) the Revolving Issuing Bank
        agrees, in reliance upon the agreements of the Revolving Lenders set forth
        in
        this Section 2.04, (1) from time to time on any Business Day during the
        Revolving LC Availability Period to issue Revolving Letters of Credit for
        the
        account of either Borrower or any other Loan Party, and to amend Revolving
        Letters of Credit previously issued by it, in accordance with subsection
        (b)
        below, and (2) to honor drawings by beneficiaries under the Revolving Letters
        of
        Credit; and (B) the Revolving Lenders severally agree to participate in
        Revolving Letters of Credit issued for the account of a Borrower or other
        Loan
        Party and any drawings thereunder; provided
        that
        after giving effect to any Revolving LC Credit Extension with respect to
        any
        Revolving Letter of Credit, (x) the Revolving LC Obligations shall not exceed
        $10,000,000 and (y) the Aggregate Credit Exposure shall not exceed the Total
        Revolving Commitment. Each request by a Borrower for the issuance or amendment
        of a Revolving Letter of Credit shall be deemed to be a representation by
        such
        Borrower that the Revolving LC Credit Extension so requested complies with
        the
        conditions set forth in the proviso to the preceding sentence. Within the
        foregoing limits, and subject to the terms and conditions hereof, a Borrower’s
        ability to obtain Revolving Letters of Credit shall be fully revolving, and
        accordingly such Borrower may, during the foregoing period, obtain Revolving
        Letters of Credit to replace Revolving Letters of Credit that have expired
        or
        that have been drawn upon and reimbursed.

       

      (ii)  The
        Revolving Issuing Bank shall not issue any Revolving Letter of Credit, if:
        (A)
        subject to Section 2.04(b)(iv), the expiry date of such requested Revolving
        Letter of Credit would occur more than twelve months after the date of issuance
        or last extension, unless the Required Revolving Lenders have approved such
        expiry date; or (B) the expiry date of such requested Revolving Letter of
        Credit
        would occur after the date that is five Business Days prior to the Revolving
        Maturity Date, unless all the Revolving Lenders have approved such expiry
        date.

       

      
        
           

        

        
          33

          
            

          

        

        
           

        

      

      (iii)  The
        Revolving Issuing Bank shall not be under any obligation to issue any Revolving
        Letter of Credit if: (A) any order, judgment or decree of any Governmental
        Authority or arbitrator shall by its terms purport to enjoin or restrain
        the
        Revolving Issuing Bank from issuing such Revolving Letter of Credit, or any
        law
        applicable to the Revolving Issuing Bank or any request or directive (whether
        or
        not having the force of law) from any Governmental Authority with jurisdiction
        over the Revolving Issuing Bank shall prohibit, or request that the Revolving
        Issuing Bank refrain from, the issuance of letters of credit generally or
        such
        Revolving Letter of Credit in particular or shall impose upon the Revolving
        Issuing Bank with respect to such Revolving Letter of Credit any restriction,
        reserve or capital requirement (for which the Revolving Issuing Bank is not
        otherwise compensated hereunder) not in effect on the Closing Date, or shall
        impose upon the Revolving Issuing Bank any unreimbursed loss, cost or expense
        which was not applicable on the Closing Date and which the Revolving Issuing
        Bank in good faith deems material to it; (B) the issuance of such Revolving
        Letter of Credit would violate one or more policies of the Revolving Issuing
        Bank; (C) except as otherwise agreed by the Administrative Agent and the
        Revolving Issuing Bank, such Revolving Letter of Credit is in an initial
        stated
        amount less than $100,000, provided
        that
        this
        subclause (C) shall not apply if 30 or fewer Letters of Credit are outstanding
        as of the date of issuance of such Revolving Letter of Credit; (D) such
        Revolving Letter of Credit is to be denominated in a currency other than
        dollars; (E) such Revolving Letter of Credit contains any provisions for
        automatic reinstatement of the stated amount after any drawing thereunder;
        or
        (F) a default of any Revolving Lender’s obligations to fund under Section
        2.04(c) exists or any Revolving Lender has failed to fund any portion of
        the
        participations in Revolving LC Obligations required to be funded by it hereunder
        within one Business Day of the date required to be funded by it hereunder,
        unless, in any such case, the Revolving Issuing Bank has entered into
        satisfactory arrangements with the applicable Borrower or such Revolving
        Lender
        to eliminate the Revolving Issuing Bank’s risk with respect to such Revolving
        Lender.

       

      (iv)  The
        Revolving Issuing Bank shall not amend any Revolving Letter of Credit if
        the
        Revolving Issuing Bank would not be permitted at such time to issue such
        Revolving Letter of Credit in its amended form under the terms
        hereof.

       

      (v)  The
        Revolving Issuing Bank shall be under no obligation to amend any Revolving
        Letter of Credit if (A) the Revolving Issuing Bank would have no obligation
        at
        such time to issue such Revolving Letter of Credit in its amended form under
        the
        terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does
        not
        accept the proposed amendment to such Revolving Letter of Credit.

       

      (vi)  The
        Revolving Issuing Bank shall act on behalf of the Revolving Lenders with
        respect
        to any Revolving Letters of Credit issued by it and the documents associated
        therewith, and the Revolving Issuing Bank shall have all of the benefits
        and
        immunities (A) provided to the Administrative Agent in Article VIII with
        respect
        to any acts taken or omissions suffered by the Revolving Issuing Bank in
        connection with Revolving Letters of Credit issued by it or proposed to be
        issued by it and Issuer Documents pertaining to such Revolving Letters of
        Credit
        as fully as if the term “Administrative Agent” as used in Article VIII included
        the Revolving Issuing Bank with respect to such acts or omissions, and (B)
        as
        additionally provided herein with respect to the Revolving Issuing
        Bank.

       

      
        
           

        

        
          34

          
            

          

        

        
           

        

      

      (b)  Procedures
        for Issuance and Amendments of Revolving Letters of Credit; Auto-Extension
        Letters of Credit.

       

      (i)  Each
        Revolving Letter of Credit shall be issued or amended, as the case may be,
        upon
        the request of the applicable Borrower delivered to the Revolving Issuing
        Bank
        (with a copy to the Administrative Agent) in the form of a Letter of Credit
        Application, appropriately completed and signed by a Responsible Officer
        of such
        Borrower. Such Letter of Credit Application must be received by the Revolving
        Issuing Bank and the Administrative Agent not later than 12:00 noon at least
        two
        Business Days (or such later date and time as the Administrative Agent and
        the
        Revolving Issuing Bank may agree in a particular instance in their sole
        discretion) prior to the proposed issuance date or date of amendment, as
        the
        case may be. In the case of a request for an initial issuance of a Revolving
        Letter of Credit, such Letter of Credit Application shall specify in form
        and
        detail satisfactory to the Revolving Issuing Bank: (A) the proposed issuance
        date of the requested Revolving Letter of Credit (which shall be a Business
        Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and
        address of the beneficiary thereof; (E) the documents to be presented by
        such
        beneficiary in case of any drawing thereunder; (F) the full text of any
        certificate to be presented by such beneficiary in case of any drawing
        thereunder; (G) that such requested Letter of Credit is a Revolving Letter
        of
        Credit and (H) such other matters as the Revolving Issuing Bank may reasonably
        require. In the case of a request for an amendment of any outstanding Revolving
        Letter of Credit, such Letter of Credit Application shall specify in form
        and
        detail satisfactory to the Revolving Issuing Bank: (A) the Revolving Letter
        of
        Credit to be amended; (B) the proposed date of amendment thereof (which shall
        be
        a Business Day); (C) the nature of the proposed amendment; and (D) such other
        matters as the Revolving Issuing Bank may reasonably require. Additionally,
        the
        applicable Borrower shall furnish to the Revolving Issuing Bank and the
        Administrative Agent such other documents and information pertaining to such
        requested Revolving Letter of Credit issuance or amendment, including any
        Issuer
        Documents, as the Revolving Issuing Bank or the Administrative Agent may
        reasonably require.

       

      (ii)  Promptly
        after receipt of any Letter of Credit Application, the Revolving Issuing
        Bank
        will confirm with the Administrative Agent (by telephone or in writing) that
        the
        Administrative Agent has received a copy of such Letter of Credit Application
        from the applicable Borrower and, if not, the Revolving Issuing Bank will
        provide the Administrative Agent with a copy thereof. Unless the Revolving
        Issuing Bank has received written notice from any Lender, the Administrative
        Agent or any Loan Party, at least one Business Day prior to the requested
        date
        of issuance or amendment of the applicable Revolving Letter of Credit, that
        one
        or more applicable conditions contained in Section 4.01 shall not then be
        satisfied, then, subject to the terms and conditions hereof, the Revolving
        Issuing Bank shall, on the requested date, issue a Revolving Letter of Credit
        for the account of the applicable Borrower or other Loan Party or enter into
        the
        applicable amendment, as the case may be, in each case in accordance with
        the
        Revolving Issuing Bank’s usual and customary business practices. Immediately
        upon the issuance of each Revolving Letter of Credit, each Revolving Lender
        shall be deemed to, and hereby irrevocably and unconditionally agrees to,
        purchase from the Revolving Issuing Bank a risk participation in such Letter
        of
        Credit in an amount equal to the product of such Revolving Lender’s Applicable
        Percentage times the amount of such Revolving Letter of Credit.

       

      
        
           

        

        
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      (iii)  Promptly
        after its delivery of any Revolving Letter of Credit or any amendment to
        a
        Revolving Letter of Credit to an advising bank with respect thereto or to
        the
        beneficiary thereof, the Revolving Issuing Bank will also deliver to the
        Borrower and the Administrative Agent a true and complete copy of such Revolving
        Letter of Credit or amendment.

       

      (iv)  If
        the
        Borrowers so request in any applicable Letter of Credit Application, the
        Revolving Issuing Bank may, in its sole and absolute discretion, agree to
        issue
        a Letter of Credit that has automatic extension provisions (each, an
“Auto-Extension
        Letter of Credit”);
        provided
        that any
        such Auto-Extension Letter of Credit must permit the Revolving Issuing Bank
        to
        prevent any such extension at least once in each twelve-month period (commencing
        with the date of issuance of such Letter of Credit) by giving prior notice
        to
        the beneficiary thereof not later than a day (the “Revolving
        Non-Extension Notice Date”)
        in
        each such twelve-month period to be agreed upon at the time such Letter of
        Credit is issued. Unless otherwise directed by the Revolving Issuing Bank,
        the
        Borrowers shall not be required to make a specific request to the Revolving
        Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit
        has
        been issued, the Revolving Lenders shall be deemed to have authorized (but
        may
        not require) the Revolving Issuing Bank to permit the extension of such Letter
        of Credit at any time to an expiry date not later than the date that is five
        Business Days prior to the Revolving Maturity Date; provided,
        however,
        that
        the Revolving Issuing Bank shall not permit any such extension if (A) the
        Revolving Issuing Bank has determined that it would not be permitted, or
        would
        have no obligation, at such time to issue such Letter of Credit in its revised
        form (as extended) under the terms hereof, or (B) it has received notice
        (which
        may be by telephone or in writing) on or before the day that is five Business
        Days before the Revolving Non-Extension Notice Date (1) from the Administrative
        Agent that the Required Revolving Lenders have elected not to permit such
        extension or (2) from the Administrative Agent, any Lender or any Borrower
        that
        one or more of the applicable conditions specified in Section
        4.01
        is not
        then satisfied, and in each such case directing the Revolving Issuing Bank
        not
        to permit such extension.

       

      (c)  Drawings
        and Reimbursements, Funding of Participations.

       

      
        
           

        

        
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      (i)  Upon
        receipt from the beneficiary of any Revolving Letter of Credit of any notice
        of
        a drawing under such Revolving Letter of Credit, the Revolving Issuing Bank
        shall notify the applicable Borrower and the Administrative Agent thereof.
        The
        Borrowers shall reimburse the Revolving Issuing Bank through the Administrative
        Agent in an amount equal to the amount of such drawing not later than 12:00
        noon
        on the date of any payment by the Revolving Issuing Bank under a Revolving
        Letter of Credit (each such date, an “Honor
        Date”), if
        the
        Borrowers have received notice of such drawing (and the amount of such drawing)
        prior to 10:00 a.m. on such Honor Date, or, if such notice has not been received
        by the Borrowers prior to such time on such Honor Date, then not later than
        12:00 noon on (A) the Business Day that the Borrowers receive such notice,
        if
        such notice is received prior to 10:00 a.m. on the day of receipt, or (B)
        the
        Business Day immediately following the day that such Borrower receives such
        notice, if such notice is not received prior to 10:00 a.m. on the day of
        receipt, in each case together with interest accrued on such Revolving LC
        Disbursement from the date such Revolving LC Disbursement is made to the
        date of
        reimbursement thereof. If the Borrowers fail to so reimburse the Revolving
        Issuing Bank by such time, the Administrative Agent shall promptly notify
        each
        Revolving Lender of the Honor Date, the amount of the Revolving LC Disbursement,
        and the amount of such Revolving Lender’s Applicable Percentage thereof. In such
        event, the applicable Borrower shall be deemed to have requested an ABR
        Revolving Borrowing to be disbursed on the Honor Date in an amount equal
        to the
        Revolving LC Disbursement, without regard to the minimum and multiples specified
        in Section 2.02(c) for the principal amount of ABR Revolving Borrowings,
        but
        subject to the amount of the unutilized portion of the Total Revolving
        Commitment and the conditions set forth in Section 4.01 (other than the delivery
        of a Borrowing Request). Any notice given by the Revolving Issuing Bank or
        the
        Administrative Agent pursuant to this Section 2.04(c)(i) may be given by
        telephone if immediately confirmed in writing; provided
        that
        the
        lack of such an immediate confirmation shall not affect the conclusiveness
        or
        binding effect of such notice.

       

      (ii)  Each
        Revolving Lender shall upon any notice pursuant to Section 2.04(c)(i) make
        funds
        available to the Administrative Agent for the account of the Revolving Issuing
        Bank at the Administrative Agent’s Office in an amount equal to its Applicable
        Percentage of the Revolving LC Disbursement not later than 1:00 p.m. on the
        Business Day specified in such notice by the Administrative Agent, whereupon,
        subject to the provisions of Section 2.04(c)(iii), each Revolving Lender
        that so
        makes funds available shall be deemed to have made an ABR Revolving Loan
        to the
        applicable Borrower in such amount. The Administrative Agent shall remit
        the
        funds so received to the Revolving Issuing Bank.

       

      (iii)  With
        respect to any Revolving LC Disbursement that is not fully refinanced by
        an ABR
        Revolving Loan because the conditions set forth in Section 4.01 cannot be
        satisfied or for any other reason, the applicable Borrower shall be deemed
        to
        have incurred from the Revolving Issuing Bank a Revolving LC Borrowing in
        the
        amount of the Revolving LC Disbursement that is not so refinanced, which
        Revolving LC Borrowing shall be due and payable on demand (together with
        interest) and shall bear interest at the applicable rate specified in clause
        (c)
        of Section 2.11. In such event, each Revolving Lender’s payment to the
        Administrative Agent for the account of the Revolving Issuing Bank pursuant
        to
        Section 2.04(c)(ii) shall be deemed payment in respect of its participation
        in
        such Revolving LC Borrowing and shall constitute a Revolving LC Advance from
        such Revolving Lender in satisfaction of its participation obligation under
        this
        Section 2.04.

       

      
        
           

        

        
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      (iv)  Until
        each Revolving Lender funds its ABR Revolving Loan or Revolving LC Advance
        pursuant to this Section 2.04(c) to reimburse the Revolving Issuing Bank
        for any
        amount drawn under any Revolving Letter of Credit, interest in respect of
        such
        Revolving Lender’s Applicable Percentage of such amount shall be solely for the
        account of the Revolving Issuing Bank.

       

      (v)  Each
        Revolving Lender’s obligation to make ABR Revolving Loans or Revolving LC
        Advances to reimburse the Revolving Issuing Bank for amounts drawn under
        Revolving Letters of Credit, as contemplated by this Section 2.04(c), shall
        be
        absolute and unconditional and shall not be affected by any circumstance,
        including (A) any setoff, counterclaim, recoupment, defense or other right
        which
        such Revolving Lender may have against the Revolving Issuing Bank, the Borrowers
        or any other person for any reason whatsoever; (B) the occurrence or continuance
        of a Default, or (C) any other occurrence, event or condition, whether or
        not
        similar to any of the foregoing; provided,
        however, that
        each
        Revolving Lender’s obligation to make ABR Revolving Loans pursuant to this
        Section 2.04(c) is subject to the conditions set forth in Section 4.01 (other
        than delivery by the applicable Borrower of a Borrowing Request). No such
        making
        of a Revolving LC Advance shall relieve or otherwise impair the obligation
        of
        the Borrowers to reimburse the Revolving Issuing Bank for the amount of any
        payment made by the Revolving Issuing Bank under any Revolving Letter of
        Credit,
        together with interest as provided herein.

       

      (vi)  If
        any
        Revolving Lender fails to make available to the Administrative Agent for
        the
        account of the Revolving Issuing Bank any amount required to be paid by such
        Revolving Lender pursuant to the foregoing provisions of this Section 2.04(c)
        by
        the time specified in Section 2.04(c)(ii), the Revolving Issuing Bank shall
        be
        entitled to recover from such Revolving Lender (acting through the
        Administrative Agent), on demand, such amount with interest thereon for the
        period from the date such payment is required to the date on which such payment
        is immediately available to the Revolving Issuing Bank at a rate per annum
        equal
        to the greater of the Federal Funds Rate and a rate determined by the Revolving
        Issuing Bank in accordance with banking industry rules on interbank
        compensation. A certificate of the Revolving Issuing Bank submitted to any
        Revolving Lender (through the Administrative Agent) with respect to any amounts
        owing under this clause (vi) shall be conclusive absent manifest
        error.

       

      
        
           

        

        
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      (d)  Repayment
        of Participations in Revolving Letters of Credit.

       

      (i)  At
        any
        time after the Revolving Issuing Bank has made a payment under any Revolving
        Letter of Credit and has received from any Revolving Lender such Revolving
        Lender’s Revolving LC Advance in respect of such payment in accordance with
        Section 2.04(c), if the Administrative Agent receives for the account of
        the
        Revolving Issuing Bank any payment in respect of the related Revolving LC
        Disbursement or interest thereon (whether directly from the Borrowers or
        otherwise, including proceeds of cash collateral applied thereto by the
        Administrative Agent), the Administrative Agent will distribute to such
        Revolving Lender its Applicable Percentage thereof (appropriately adjusted,
        in
        the case of interest payments, to reflect the period of time during which
        such
        Revolving Lender’s LC Advance was outstanding) in the same funds as those
        received by the Administrative Agent.

       

      (ii)  If
        any
        payment received by the Administrative Agent for the account of the Revolving
        Issuing Bank pursuant to Section 2.04(c)(i) is required to be returned under
        any
        of the circumstances set forth in this Agreement (including pursuant to any
        settlement entered into by the Revolving Issuing Bank in its discretion),
        each
        Lender shall pay to the Administrative Agent for the account of the Revolving
        Issuing Bank its Applicable Percentage thereof on demand of the Administrative
        Agent, plus interest thereon from the date of such demand to the date such
        amount is returned by such Lender, at a rate per annum equal to the Federal
        Funds Rate from time to time in effect. The obligations of the Lenders under
        this clause shall survive the payment in full of the Obligations and the
        termination of this Agreement.

       

      (e)  Obligations
        Absolute. The
        obligation of the Borrowers to reimburse the Revolving Issuing Bank for each
        drawing under each Revolving Letter of Credit and to repay each Revolving
        LC
        Borrowing shall be absolute, unconditional and irrevocable, and shall be
        paid
        strictly in accordance with the terms of this Agreement under all circumstances,
        including the following:

       

      (i)  any
        lack
        of validity or enforceability of such Revolving Letter of Credit, this
        Agreement, or any other Loan Document;

       

      (ii)  the
        existence of any claim, counterclaim, setoff, defense or other right that
        either
        Borrower or any Loan Party may have at any time against any beneficiary or
        any
        transferee of such Revolving Letter of Credit (or any Person for whom any
        such
        beneficiary or any such transferee may be acting), the Revolving Issuing
        Bank or
        any other Person, whether in connection with this Agreement, the transactions
        contemplated hereby or by such Revolving Letter of Credit or any agreement
        or
        instrument relating thereto, or any unrelated transaction;

       

      (iii)  any
        draft, demand, certificate or other document presented under such Revolving
        Letter of Credit proving to be forged, fraudulent, invalid or insufficient
        in
        any respect or any statement therein being untrue or inaccurate in any respect;
        or any loss or delay in the transmission or otherwise of any document required
        in order to make a drawing under such Revolving Letter of Credit;

       

      
        
           

        

        
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      (iv)  any
        payment by the Revolving Issuing Bank under such Revolving Letter of Credit
        against presentation of a draft or certificate that does not strictly comply
        with the terms of such Revolving Letter of Credit; or any payment made by
        the
        Revolving Issuing Bank under such Revolving Letter of Credit to any Person
        purporting to be a trustee in bankruptcy, debtor-in-possession, assignee
        for the
        benefit of creditors, liquidator, receiver or other representative of or
        successor to any beneficiary or any transferee of such Revolving Letter of
        Credit, including in connection with any proceeding under any Debtor Relief
        Law;
        or

       

      (v)  any
        other
        circumstance or happening whatsoever, whether or not similar to any of the
        foregoing, including any other circumstance that might otherwise constitute
        a
        defense available to, or a discharge of, either Borrower or any
        Subsidiary.

       

      (f)  Role
        of Revolving Issuing Bank. Each
        Revolving Lender and each Borrower agree that, in paying any drawing under
        a
        Revolving Letter of Credit, the Revolving Issuing Bank shall not have any
        responsibility to obtain any document (other than any sight draft, certificates
        and documents expressly required by the Revolving Letter of Credit) or to
        ascertain or inquire as to the validity or accuracy of any such document
        or the
        authority of the person executing or delivering any such document. None of
        the
        Revolving Issuing Bank, the Administrative Agent, any of their respective
        Related Parties nor any correspondent, participant or assignee of the Revolving
        Issuing Bank shall be liable to any Revolving Lender for (i) any action taken
        or
        omitted in connection herewith at the request or with the approval of the
        Revolving Lenders or the Required Revolving Lenders, as applicable; (ii)
        any
        action taken or omitted in the absence of gross negligence or willful
        misconduct; or (iii) the due execution, effectiveness, validity or
        enforceability of any document or instrument related to any Revolving Letter
        of
        Credit or Issuer Document. Each Borrower hereby assumes all risks of the
        acts or
        omissions of any beneficiary or transferee with respect to its use of any
        Revolving Letter of Credit; provided,
        however, that
        this
        assumption is not intended to, and shall not, preclude either Borrower’s
        pursuing such rights and remedies as it may have against the beneficiary
        or
        transferee at law or under any other agreement. None of the Revolving Issuing
        Bank, the Administrative Agent, any of their respective Related Parties nor
        any
        correspondent, participant or assignee of the Revolving Issuing Bank shall
        be
        liable or responsible for any of the matters described in clauses (i) through
        (v) of Section 2.04(e); provided,
        however, that
        anything in such clauses to the contrary notwithstanding, each Borrower may
        have
        a claim against the Revolving Issuing Bank, and the Revolving Issuing Bank
        may
        be liable to either Borrower, to the extent, but only to the extent, of any
        direct, as opposed to consequential or exemplary, damages suffered by such
        Borrower which such Borrower proves were caused by the Revolving Issuing
        Bank’s
        willful misconduct or gross negligence or the Revolving Issuing Bank’s willful
        failure to pay under any Revolving Letter of Credit after the presentation
        to it
        by the beneficiary of a sight draft and certificate(s) strictly complying
        with
        the terms and conditions of a Revolving Letter of Credit. In furtherance
        and not
        in limitation of the foregoing, the Revolving Issuing Bank may accept documents
        that appear on their face to be in order, without responsibility for further
        investigation, regardless of any notice or information to the contrary, and
        the
        Revolving Issuing Bank shall not be responsible for the validity or sufficiency
        of any instrument transferring or assigning or purporting to transfer or
        assign
        a Revolving Letter of Credit or the rights or benefits thereunder or proceeds
        thereof, in whole or in part, which may prove to be invalid or ineffective
        for
        any reason.

       

      
        
           

        

        
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      (g)  Cash
        Collateral. (i)
        If
        any Event of Default shall occur and be continuing, on the Business Day that
        the
        Borrowers receive notice from the Administrative Agent or the Required Revolving
        Lenders (or, if the maturity of the Loans has been accelerated, Revolving
        Lenders with LC Obligations representing greater than 50% of
        the
        total LC Obligations) demanding the deposit of cash collateral pursuant to
        this
        paragraph (provided that the obligation to deposit such cash collateral shall
        become effective immediately, and such deposit shall become immediately due
        and
        payable, without demand or other notice of any kind, upon the occurrence
        of any
        Event of Default with respect to a Borrower described in clause (g) or (h)
        of
        Article VII), or (ii) upon the request of the Administrative Agent, (A) if
        the
        Revolving Issuing Bank has honored any full or partial drawing request under
        any
        Revolving Letter of Credit and such drawing has resulted in a Revolving LC
        Borrowing, or (B) if, as of the date that is five Business Days prior to
        the
        Revolving Maturity Date, any Revolving LC Obligation for any reason remains
        outstanding, the Borrowers shall, in each case, immediately deposit in a
        blocked, interest bearing deposit account with the Administrative Agent,
        in the
        name of the Administrative Agent and for the benefit of the Lenders, an amount
        in cash equal to 105% of the Revolving LC Obligations as of such date plus
        any
        accrued and unpaid interest thereon. Such cash collateral shall be held by
        the
        Administrative Agent as collateral for the payment and performance of the
        Obligations. The Administrative Agent shall have exclusive dominion and control,
        including the exclusive right of withdrawal, over such account. Moneys in
        such
        account (including any interest accrued thereon) shall be applied by the
        Administrative Agent to reimburse the Revolving Issuing Bank for Revolving
        LC
        Disbursements for which it has not been reimbursed and, to the extent not
        so
        applied, shall be held for the satisfaction of the reimbursement obligations
        of
        the Borrowers for the Revolving LC Obligations at such time or, if the maturity
        of the Loans has been accelerated (but subject to the consent of Revolving
        Lenders with LC Obligations representing greater than 50% of the total LC
        Obligations), shall be applied to satisfy other Obligations. If the Borrowers
        are required to provide an amount of cash collateral hereunder as a result
        of
        the occurrence of an Event of Default, such amount (including any interest
        accrued thereon), to the extent not applied as aforesaid, shall be returned
        to
        the Borrowers within three Business Days after all Events of Default have
        been
        cured or waived. The Borrowers shall also provide cash collateral for Revolving
        Letters of Credit as provided in Section 2.07.

       

      (h)  Applicability
        of ISP and UCP. Unless
        otherwise expressly agreed by the Revolving Issuing Bank and the Borrowers
        when
        a Revolving Letter of Credit is issued (including any such agreement applicable
        to an Existing Letter of Credit), (i) the rules of the ISP shall apply to
        each
        standby Revolving Letter of Credit, and (ii) the rules of the Uniform Customs
        and Practice for Documentary Credits, as most recently published by the
        International Chamber of Commerce at the time of issuance shall apply to
        each
        commercial Revolving Letter of Credit.

       

      
        
           

        

        
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      (i)  Conflict
        with Issuer Documents. In
        the
        event of any conflict between the terms hereof and the terms of any Issuer
        Document, the terms hereof shall control.

       

      (j)  Revolving
        Letters of Credit Issued for Loan Parties other than a Borrower.
Notwithstanding
        that a Revolving Letter of Credit issued or outstanding hereunder is in support
        of any obligations of, or is for the account of, a Loan Party other than
        a
        Borrower, the Borrowers shall be jointly and severally obligated to reimburse
        the Revolving Issuing Bank hereunder for any and all drawings under such
        Revolving Letter of Credit. The Borrowers hereby acknowledge that the issuance
        of Revolving Letters of Credit for the account of Loan Parties other than
        a
        Borrower inures to the benefit of the Borrowers, and that the businesses
        of the
        Borrowers derive substantial benefits from the businesses of such other Loan
        Parties.

       

      (k)  Redesignation
        of Revolving Letters of Credit as LC Facility Letters of Credit.
The
        Borrowers may redesignate, from time to time, upon written notice (together
        with
        a Letter of Credit Application addressed to the LC Facility Issuing Bank)
        to the
        Administrative Agent, the LC Facility Issuing Bank and the Revolving Issuing
        Bank, any Revolving Letter of Credit issued under this Section 2.04 as a
        LC
        Facility Letter of Credit issued under Section 2.19; provided
        that
        such notice shall only be effective if the conditions to the issuance of
        a LC
        Facility Letter of Credit under Section 2.19 are satisfied at the time of
        such
        redesignation. Subject to the immediately preceding sentence, five (5) Business
        Days after such notice is received by the Administrative Agent, the LC Facility
        Issuing Bank and the Revolving Issuing Bank, such Revolving Letter of Credit
        shall be, and shall be deemed to be for all purposes hereunder, an LC Facility
        Letter of Credit issued under Section 2.19 (including, without limitation,
        the
        obligation of the Administrative Agent to reimburse the LC Facility Issuing
        Bank
        of any unreimbursed LC Disbursements with respect to such redesignated Letter
        of
        Credit from each LC Facility Lender’s Credit-Linked Deposit).

       

      SECTION
        2.05  Funding
        of Borrowings. (a)
        Each
        Lender shall make each Loan to be made by it hereunder on the proposed date
        thereof by wire transfer of immediately available funds by 2:00 p.m., New
        York
        City time, to the account of the Administrative Agent most recently designated
        by it for such purpose by notice to the Lenders. The Administrative Agent
        will
        make such Loans available to the applicable Borrower by promptly crediting
        the
        amounts so received, in like funds, to an account of such Borrower maintained
        with the Administrative Agent and designated by such Borrower in the applicable
        Borrowing Request; provided
        that
        ABR
        Revolving Loans made to finance the reimbursement of a Revolving LC Disbursement
        as provided in Section 2.04(c) shall be remitted by the Administrative Agent
        to
        the Revolving Issuing Bank.

       

      (b)  Unless
        the Administrative Agent shall have received notice from a Lender prior to
        the
        proposed date of any Borrowing that such Lender will not make available to
        the
        Administrative Agent such Lender’s share of such Borrowing within 24 hours of
        the time such Lender is required to make such Loan pursuant to Section 2.03,
        the
        Administrative Agent may assume that such Lender has made such share available
        on such date in accordance with paragraph (a) of this Section and may, in
        its
        sole discretion, in reliance upon such assumption, make available to the
        applicable Borrower a corresponding amount. In such event, if a Lender has
        not
        in fact made its share of the applicable Borrowing available to the
        Administrative Agent, then the applicable Lender and the Borrowers severally
        agree to pay to the Administrative Agent forthwith on demand such corresponding
        amount with interest thereon, for each day from and including the date such
        amount is made available to such Borrower to but excluding the date of payment
        to the Administrative Agent, at (i) in the case of such Lender, the greater
        of
        the Federal Funds Effective Rate and a rate determined by the Administrative
        Agent in accordance with banking industry rules on interbank compensation
        or
        (ii) in the case of such Borrower, the interest rate applicable to ABR Loans.
        If
        such Lender pays such amount to the Administrative Agent, then such amount
        shall
        constitute such Lender’s Loan included in such Borrowing.

       

      
        
           

        

        
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      SECTION
        2.06  Interest
        Elections. (a)
        Each
        Borrowing initially shall be of the Type specified in the applicable Borrowing
        Request and, in the case of a Eurodollar Borrowing, shall have an initial
        Interest Period as specified in such Borrowing Request. Thereafter, the
        applicable Borrower may elect to convert such Borrowing to a different Type
        or
        to continue such Borrowing and, in the case of a Eurodollar Borrowing, may
        elect
        Interest Periods therefor, all as provided in this Section. The applicable
        Borrower may elect different options with respect to different portions of
        the
        affected Borrowing, in which case each such portion shall be allocated ratably
        among the Lenders holding the Loans comprising such Borrowing, and the Loans
        comprising each such portion shall be considered a separate
        Borrowing.

       

      (b)  To
        make
        an election pursuant to this Section, the applicable Borrower shall notify
        the
        Administrative Agent of such election by telephone by the time that a Borrowing
        Request would be required under Section 2.03 if such Borrower was requesting
        a
        Revolving Borrowing of the Type resulting from such election to be made on
        the
        effective date of such election. Each such telephonic Interest Election Request
        shall be irrevocable and shall be confirmed promptly by hand delivery or
        telecopy to the Administrative Agent of a written Interest Election Request
        in a
        form approved by the Administrative Agent and signed by the applicable
        Borrower.

       

      (c)  Each
        telephonic and written Interest Election Request shall specify the following
        information in compliance with Section 2.03:

       

      (i)  the
        Borrowing to which such Interest Election Request applies and, if different
        options are being elected with respect to different portions thereof, the
        portions thereof to be allocated to each resulting Borrowing (in which case
        the
        information to be specified pursuant to clauses (iii) and (iv) below shall
        be
        specified for each resulting Borrowing);

       

      (ii)  the
        effective date of the election made pursuant to such Interest Election Request,
        which shall be a Business Day;

       

      
        
           

        

        
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      (iii)  whether
        the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;
        and

       

      (iv)  if
        the
        resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
        applicable thereto after giving effect to such election, which shall be a
        period
        contemplated by the definition of the term “Interest Period”.

       

      If
        any
        such Interest Election Request requests a Eurodollar Borrowing but does not
        specify an Interest Period, then the applicable Borrower shall be deemed
        to have
        selected an Interest Period of one month’s duration.

       

      (d)  Promptly
        following receipt of an Interest Election Request, the Administrative Agent
        shall advise each Lender of the details thereof and of such Lender’s portion of
        each resulting Borrowing.

       

      (e)  If
        the
        applicable Borrower fails to deliver a timely Interest Election Request with
        respect to a Eurodollar Borrowing prior to the end of the Interest Period
        applicable thereto, then, unless such Borrowing is repaid as provided herein,
        at
        the end of such Interest Period such Borrowing shall be converted to an ABR
        Borrowing. Notwithstanding any contrary provision hereof, if an Event of
        Default
        has occurred and is continuing and the Administrative Agent, at the request
        of
        the Required Lenders, so notifies the Borrowers, then, so long as an Event
        of
        Default is continuing (i) no outstanding Borrowing may be converted to or
        continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar
        Borrowing shall be converted to an ABR Borrowing at the end of the Interest
        Period applicable thereto.

       

      SECTION
        2.07  Termination
        and Reduction of Commitments. (a)
        Unless
        previously terminated in accordance with the terms hereof, (i) the Term Loan
        Commitments shall automatically terminate at 5:00 p.m., New York City time,
        on
        the Closing Date, (ii) the Revolving Commitments shall automatically terminate
        on the Revolving Maturity Date, (iii) the Revolving LC Commitment shall
        automatically terminate on the last day of the Revolving LC Availability
        Period
        and (iv) the LC Facility LC Commitment shall automatically terminate on the
        last
        day of the LC Facility Availability Period.

       

      (b)  In
        the
        event and on such occasion that any Net Cash Proceeds are received by or
        on
        behalf of Parent, any Borrower or any Subsidiary in respect of any Reduction
        Event, the Term Loans shall be prepaid no later than the fifth Business Day
        following the occurrence of such Reduction Event (or in the case of a Reduction
        Event described in clause (a) of the definition of the term “Reduction Event”,
        on or before the fifth Business Day of the month following the month in which
        such sale occurs) by an amount equal to (i) if such Reduction Event is an
        event
        described in clause (a), (b), (c) or (e) of the definition of the term
“Reduction Event”, 100% of the Net Cash Proceeds received with respect to such
        Reduction Event and (ii) if such Reduction Event is an event described in
        clause
        (d) or (f) of the definition of the term “Reduction Event”, 50% of the Net Cash
        Proceeds received with respect to such Reduction Event, and, to the extent
        the
        amount of any prepayment required pursuant to clause (i) or (ii) above exceeds
        the aggregate amount of (A) Term Loans then outstanding, the Revolving Loans
        shall be prepaid (but no reduction in the Revolving Commitments shall be
        required) and unreimbursed LC Disbursements shall be reimbursed and (B) Term
        Loans, Revolving Loans and unreimbursed LC Disbursements then outstanding,
        the
        Letters of Credit shall be cash collateralized in accordance with the terms
        of
        Sections 2.04(g) and 2.19(j), with such cash collateral being applied on
        a
pro
        rata
        basis
        among the aggregate undrawn Letters of Credit, in each case, on or before
        the
        date that the Term Loan is required to be prepaid under this Section 2.07(b)
        by
        an amount equal to such excess, provided
        that any
        Net Cash Proceeds from an Asset Sale that is a Reduction Event shall not
        be
        applied to prepay Term Loans and, if applicable, to prepay Revolving Loans,
        reimburse unreimbursed LC Disbursements and cash collateralize Letters of
        Credit, in accordance with this Section 2.07(b) until the aggregate amount
        of
        Net Cash Proceeds not yet applied in accordance with this Section 2.07(b)
        exceeds $1,000,000, at which time all such Net Cash Proceeds shall be so
        applied.

       

      
        
           

        

        
          44

          
            

          

        

        
           

        

      

      Notwithstanding
        the foregoing, 

       

      (x)(i) if
        Net
        Cash Proceeds from an Asset Sale relating to Restaurant Businesses (other
        than
        any Refranchising Asset Sale), when combined with all other such events
        occurring in any fiscal year of the Parent and its Subsidiaries, results
        in
        aggregate Net Cash Proceeds of not more than $10,000,000 for such fiscal
        year,
        to the extent that the Borrower applies the Net Cash Proceeds from such event
        (or a portion thereof) within 270 days after receipt of such Net Cash Proceeds
        to acquire Reinvestment Assets, then no prepayment of Term Loans and, if
        applicable, prepayment of Revolving Loans, reimbursement of LC Disbursements
        and
        cash collateralization of Letters of Credit, shall be required pursuant to
        this
        Section 2.07(b) in respect of such amount except to the extent of any such
        Net
        Cash Proceeds therefrom that have not been so applied by the end of such
        270-day
        period, at which time a prepayment of Term Loans and, if applicable, prepayment
        of Revolving Loans (but no reduction in the Revolving Commitments shall be
        required), reimbursement of unreimbursed LC Disbursements and cash
        collateralization of Letters of Credit, shall be required in an amount equal
        to
        such Net Cash Proceeds that have not been so applied; provided
        that
        Parent shall deliver to the Administrative Agent a certificate of a Financial
        Officer promptly (and in any event no later than the fifth Business Day of
        the
        month following the month in which such Net Cash Proceeds were received)
        following receipt of any Net Cash Proceeds of an Asset Sale relating to
        Restaurant Businesses (other than any Refranchising Asset Sale) for which
        a
        prepayment of Term Loans and, if applicable, prepayment of Revolving Loans,
        reimbursement of unreimbursed LC Disbursements and cash collateralization
        of
        Letters of Credit, may be required pursuant to this Section 2.07(b) setting
        forth a reasonably detailed calculation of the amount of such Net Cash
        Proceeds;

       

      (ii) if
        Net
        Cash Proceeds from a Refranchising Asset Sale, when combined with all other
        such
        events occurring in any fiscal year of the Parent and its Subsidiaries period,
        results in aggregate Net Cash Proceeds of not more than $10,000,000 for such
        fiscal year, to the extent that the Borrower applies the Net Cash Proceeds
        from
        such event (or a portion thereof) within 270 days after receipt of such Net
        Cash
        Proceeds to acquire Reinvestment Assets, then no prepayment of Term Loans
        and,
        if applicable, prepayment of Revolving Loans, reimbursement of unreimbursed
        LC
        Disbursements and cash collateralization of Letters of Credit, shall be required
        pursuant to this Section 2.07(b) in respect of such amount except to the
        extent
        of any such Net Cash Proceeds therefrom that have not been so applied by
        the end
        of such 270-day period, at which time a prepayment of Term Loans and, if
        applicable, prepayment of Revolving Loans (but no reduction in the Revolving
        Commitments shall be required), reimbursement of unreimbursed LC Disbursements
        and cash collateralization of Letters of Credit, shall be required in an
        amount
        equal to such Net Cash Proceeds that have not been so applied, provided
        that
        Parent shall deliver to the Administrative Agent a certificate of a Financial
        Officer promptly (and in any event no later than the fifth Business Day of
        the
        month following the month in which such Net Cash proceeds were received)
        following receipt of any Net Cash Proceeds of a Refranchising Asset Sale
        for
        which a prepayment of Term Loans and, if applicable, prepayment of Revolving
        Loans, reimbursement of unreimbursed LC Disbursements and cash collateralization
        of Letters of Credit, may be required pursuant to this Section 2.07(b) setting
        forth a reasonably detailed calculation of the amount of such Net Cash Proceeds;
        and

       

      
        
           

        

        
          45

          
            

          

        

        
           

        

      

      (iii) if
        Net
        Cash Proceeds from an Asset Sale pursuant to a sale-leaseback arrangement
        permitted by Section 6.03, when combined with all other such events occurring
        in
        any fiscal year of the Parent and its Subsidiaries, results in aggregate
        Net
        Cash Proceeds of not more than $10,000,000 for such fiscal year, to the extent
        that the Borrower applies the Net Cash Proceeds from such event (or a portion
        thereof) within 270 days after receipt of such Net Cash Proceeds to acquire
        Reinvestment Assets, then no prepayment of Term Loans and, if applicable,
        prepayment of Revolving Loans, reimbursement of unreimbursed LC Disbursements
        and cash collateralization of Letters of Credit, shall be required pursuant
        to
        this Section 2.07(b) in respect of such amount except to the extent of any
        such
        Net Cash Proceeds therefrom that have not been so applied by the end of such
        270-day period, at which time a prepayment of Term Loans and, if applicable,
        prepayment of Revolving Loans (but no reduction in the Revolving Commitments
        shall be required), reimbursement of unreimbursed LC Disbursements and cash
        collateralization of Letters of Credit, shall be required in an amount equal
        to
        such Net Cash Proceeds that have not been so applied; provided
        that
        Parent shall deliver to the Administrative Agent a certificate of a Financial
        Officer promptly (and in any event no later than the fifth Business Day of
        the
        month following the month in which such Net Cash proceeds were received)
        following receipt of any Net Cash Proceeds of an Asset Sale pursuant to a
        sale-leaseback arrangement permitted by Section 6.03 for which a prepayment
        of
        Term Loans and, if applicable, prepayment of Revolving Loans, reimbursement
        of
        unreimbursed LC Disbursements and cash collateralization of Letters of Credit,
        may be required pursuant to this Section 2.07(b) setting forth a reasonably
        detailed calculation of the amount of such Net Cash Proceeds; and 

       

      
        
           

        

        
          46

          
            

          

        

        
           

        

      

      (y) in
        the
        case of any event described in clause (b) of the definition of the term
“Reduction Event” which exceeds the dollar thresholds set forth therein, if the
        Borrower applies the Net Cash Proceeds from such event (or a portion thereof)
        within 270 days after receipt of such Net Cash Proceeds to acquire Reinvestment
        Assets, then no prepayment of Term Loans and, if applicable, prepayment of
        Revolving Loans, reimbursement of unreimbursed LC Disbursements and cash
        collateralization of Letters of Credit, shall be required pursuant to this
        Section 2.07(b) in respect of such amount except to the extent of any such
        Net
        Cash Proceeds therefrom that have not been so applied by the end of such
        270-day
        period, at which time a prepayment of Term Loans and, if applicable, prepayment
        of Revolving Loans (but no reduction in the Revolving Commitments shall be
        required), reimbursement of unreimbursed LC Disbursements and cash
        collateralization of Letters of Credit, shall be required in an amount equal
        to
        such excess Net Cash Proceeds that have not been so applied, provided that
        Parent shall deliver to the Administrative Agent a certificate of a Financial
        Officer promptly (and in any event within five Business Days) following receipt
        of any Net Cash Proceeds of any such Reduction Event for which a prepayment
        of
        Term Loans and, if applicable, prepayment of Revolving Loans, reimbursement
        of
        unreimbursed LC Disbursements and cash collateralization of Letters of Credit,
        may be required pursuant to this Section 2.07(b) setting forth a reasonably
        detailed calculation of the amount of such Net Cash Proceeds; and 

       

      (z) in
        the
        case of any event described in clause (d) of the definition of the term
“Reduction Event”, no prepayment of Term Loans or prepayment of Revolving Loans
        or reimbursement of unreimbursed LC Disbursements or cash collateralization
        of
        Letters of Credit shall be required pursuant to this Section 2.07(b) except
        to
        the extent that such Reduction Event, when combined with all other such events,
        occurring after the Closing Date, results in aggregate Net Cash Proceeds
        in
        excess of $100,000,000 and then a prepayment of Term Loans and, if applicable,
        prepayment of Revolving Loans (but no reduction in the Revolving Commitments
        shall be required), reimbursement of unreimbursed LC Disbursements and cash
        collateralization of Letters of Credit, shall be required pursuant to this
        Section 2.07(b) only to the extent of such excess, provided that Parent shall
        deliver to the Administrative Agent a certificate of a Financial Officer
        promptly (and in any event within five Business Days) following receipt of
        any
        Net Cash Proceeds of an equity issuance or capital contribution that is a
        Reduction Event for which a prepayment of Term Loans and, if applicable,
        prepayment of Revolving Loans, reimbursement of unreimbursed LC Disbursements
        and cash collateralization of Letters of Credit, may be required pursuant
        to
        this Section 2.07(b) setting forth a reasonably detailed calculation of the
        amount of such Net Cash Proceeds.

       

      
        
           

        

        
          47

          
            

          

        

        
           

        

      

      (c)  Following
        the end of each fiscal year of the Borrowers commencing with the fiscal year
        ending December 26, 2007, the Term Loans shall be prepaid in an aggregate
        amount
        equal to ECF Percentage of Excess Cash Flow for such fiscal year and, to
        the
        extent the amount of such required prepayment exceeds the aggregate amount
        of
        (i) Term Loans then outstanding, the Revolving Loans shall be prepaid (but
        no
        reduction in the Revolving Commitments shall be required) and unreimbursed
        LC
        Disbursements shall be reimbursed and (ii) Term Loans, Revolving Loans and
        unreimbursed LC Disbursements then outstanding, the Letters of Credit shall
        be
        cash collateralized in accordance with the terms of Sections 2.04(g) and
        2.19(j), with such cash collateral being applied on a pro
        rata
        basis
        among the issued Revolving Letters of Credit and LC Facility Letters of Credit,
        in each case, by an amount equal to such excess for such fiscal year.
        Prepayments of Term Loans and, if applicable, prepayments of Revolving Loans,
        reimbursement of unreimbursed LC Disbursements and cash collateralizations
        of
        Letters of Credit pursuant to this paragraph shall be made on the date on
        which
        financial statements are delivered pursuant to Section 5.04 with respect
        to the
        fiscal year for which Excess Cash Flow is being calculated (and in any event
        no
        later than 90 days after the end of such fiscal year).

       

      (d)  Subject
        to adjustment pursuant to paragraph (e) and Section 2.09 hereof, the Term
        Loans
        shall be repaid (i) on the last Business Day of each month set forth below
        in an
        aggregate amount equal to the amount set forth opposite such month or (ii)
        in
        the case of the Term Loan Maturity Date, as to the outstanding principal
        balance
        thereof, on the Term Loan Maturity Date:

       

      
        	
                Date

              	
                Amount

              
	 	 
	
                March
                  2007

              	
                $650,000

              
	
                June
                  2007

              	
                $650,000

              
	
                September
                  2007

              	
                $650,000

              
	
                December
                  2007

              	
                $650,000

              
	
                March
                  2008

              	
                $650,000

              
	
                June
                  2008

              	
                $650,000

              
	
                September
                  2008

              	
                $650,000

              
	
                December
                  2008

              	
                $650,000

              
	
                March
                  2009

              	
                $650,000

              
	
                June
                  2009

              	
                $650,000

              
	
                September
                  2009

              	
                $650,000

              
	
                December
                  2009

              	
                $650,000

              
	
                March
                  2010

              	
                $650,000

              
	
                June
                  2010

              	
                $650,000

              
	
                September
                  2010

              	
                $650,000

              
	
                December
                  2010

              	
                $650,000

              
	
                March
                  2011

              	
                $650,000

              
	
                June
                  2011

              	
                $650,000

              
	
                September
                  2011

              	
                $650,000

              
	
                December
                  2011

              	
                $650,000

              
	
                Term
                  Loan Maturity Date

              	
                Entire
                  Outstanding Principal Amount of the Term
                  Loans

              


      

       

      
        
           

        

        
          48

          
            

          

        

        
           

        

      

      (e)  Any
        prepayments of the Term Loans pursuant to Section 2.07(b) or 2.07(c) shall
        be
        applied to reduce the scheduled repayments of Term Loans to be made pursuant
        to
        paragraph (d) ratably.

       

      (f)  Upon
        at
        least three Business Days’ prior irrevocable written or telecopy notice to the
        Administrative Agent, the Borrowers may at any time in whole permanently
        terminate, or from time to time in part permanently reduce, the Revolving
        Commitments; provided, however, that (i) each partial reduction of the Revolving
        Commitments shall be in an integral multiple of $1,000,000 and in a minimum
        amount of $5,000,000 and (ii) the Total Revolving Commitment shall not be
        reduced to an amount that is less than the Aggregate Credit Exposure at the
        time.

       

      (g)  Each
        reduction in the Revolving Commitments hereunder shall be made ratably among
        the
        Lenders in accordance with their respective Commitments.

       

      SECTION
        2.08  Repayment
        of Loans; Evidence of Debt. (a)
        The
        Borrowers hereby jointly and severally unconditionally promise to pay (i)
        to the
        Administrative Agent for the account of each Revolving Lender the then unpaid
        principal amount of each Revolving Loan of such Lender on the Revolving Maturity
        Date, (ii) to the Administrative Agent for the account of the Revolving Issuing
        Bank and/or each Revolving Lender, as the case maybe, all Revolving LC
        Disbursements that have not been reimbursed or converted into Revolving Loans
        and (iii) to the Administrative Agent for the account of each Term Lender
        the
        then unpaid principal amount of each Term Loan of such Lender on the Term
        Loan
        Maturity Date.

       

      (b)  Each
        Lender shall maintain in accordance with its usual practice an account or
        accounts evidencing the indebtedness of the Borrowers to such Lender resulting
        from each Loan made by such Lender, including the amounts of principal and
        interest payable and paid to such Lender from time to time
        hereunder.

       

      (c)  The
        Administrative Agent shall maintain accounts in which it shall record (i)
        the
        amount of each Loan made hereunder, the Class and Type thereof and the Interest
        Period applicable thereto, (ii) the amount of any principal or interest due
        and
        payable or to become due and payable from the Borrowers to each Lender hereunder
        and (iii) the amount of any sum received by the Administrative Agent hereunder
        for the account of the Lenders and each Lender’s share thereof.

       

      (d)  The
        entries made in the accounts maintained pursuant to paragraph (b) or (c)
        of this
        Section shall be prima facie evidence of the existence and amounts of the
        obligations recorded therein; provided that the failure of any Lender or
        the
        Administrative Agent to maintain such accounts or any error therein shall
        not in
        any manner affect the obligation of the Borrowers to repay the Loans in
        accordance with the terms of this Agreement.

       

      (e)  Any
        Lender may request that Loans made by it be evidenced by a promissory note.
        In
        such event, the applicable Borrower shall prepare, execute and deliver to
        such
        Lender a promissory note, substantially in the form of Exhibit
        D,
        payable
        to the order of such Lender (or, if requested by such Lender, to such Lender
        and
        its registered assigns). Thereafter, the Loans evidenced by such promissory
        note
        and interest thereon shall at all times (including after assignment pursuant
        to
        Section 9.04) be represented by one or more promissory notes in such form
        payable to the order of the payee named therein (or, if such promissory note
        is
        a registered note, to such payee and its registered assigns).

       

      
        
           

        

        
          49

          
            

          

        

        
           

        

      

      SECTION
        2.09  Prepayment;
        Optional Reduction of Credit Linked Deposits. (a)
        The
        Borrowers shall have the right at any time and from time to time to prepay
        any
        Borrowing, in whole or in part (A) with respect to Eurodollar Borrowings,
        upon
        at least three Business Days’ prior written or telecopy notice (or telephone
        notice promptly confirmed by written or telecopy notice) to the Administrative
        Agent before 12:00 noon, New York City time or (B) with respect to ABR
        Borrowings, upon prior written or telecopy notice (or telephone notice promptly
        confirmed by written or telecopy notice) on or prior to the date of prepayment
        to the Administrative Agent before 12:00 noon, New York City time; provided,
        however, that
        each
        partial prepayment shall be in an amount that is an integral multiple of
        $100,000 and not less than (X) $5,000,000 in the case of Eurodollar Borrowings
        or (Y) $1,000,000 in the case of ABR Borrowings. Any prepayments of the Term
        Loans pursuant to this Section 2.09 shall be applied to reduce the scheduled
        repayments of Term Loans to be made pursuant to Section 2.07(d)
        ratably.

       

      (b)  Reserved;
        

       

      (c)  In
        the
        event of any termination of all the Revolving Commitments, the Borrowers
        shall
        prepay all outstanding Revolving Borrowings and unreimbursed Revolving LC
        Disbursements and replace or cash collateralize all outstanding Revolving
        Letters of Credit on the date of such termination. In the event of any partial
        reduction of the Revolving Commitments, then (i) at or prior to the effective
        date of such reduction, the Administrative Agent shall notify the Borrowers
        and
        the Lenders of the Aggregate Credit Exposure after giving effect thereto
        and
        (ii) if the Aggregate Credit Exposure would exceed the Total Revolving
        Commitment after giving effect to such reduction, then the Borrowers shall,
        on
        the date of such reduction and in an amount sufficient to eliminate such
        excess,
        first, prepay Revolving Loans and unreimbursed Revolving LC Disbursements
        (if
        any) and, second, to the extent of any remaining excess (after the prepayment
        of
        Revolving Loans), replace outstanding Revolving Letters of Credit or deposit
        an
        amount in cash in a cash collateral account established with the Collateral
        Agent for the benefit of the Secured Parties on the same terms as those set
        forth in Section 2.04(g).

       

      (d)  Each
        notice of prepayment shall specify the Borrowing or Borrowings to be prepaid,
        the prepayment date and the principal amount of each Borrowing (or portion
        thereof) to be prepaid, shall be irrevocable and shall commit the Borrowers
        to
        prepay such Borrowing by the amount stated therein on the date stated therein.
        All prepayments under this Section 2.09 shall be subject to Section 2.14
        but
        otherwise without premium or penalty. All prepayments under this Section
        2.09
        shall be accompanied by accrued interest on the principal amount being prepaid
        to the date of payment.

       

      
        
           

        

        
          50

          
            

          

        

        
           

        

      

      (e)  The
        Borrowers may, at any time, direct the Administrative Agent to reduce the
        Total
        Credit-Linked Deposits, in whole or in part, upon at least three Business
        Days’
irrevocable written notice, to the Administrative Agent specifying the date
        and
        amount of such reduction; provided
        that (i)
        any such reduction shall be in an aggregate principal amount of $1,000,000
        or a
        whole multiple of $250,000 in excess thereof; and (ii) no such reduction
        shall
        be permitted if, after giving effect to such reduction, the LC Facility LC
        Obligations would exceed the Total Credit-Linked Deposits. For the avoidance
        of
        doubt, the Borrowers shall not direct the Administrative Agent to reduce
        the
        Total Credit-Linked Deposits if, after giving effect to such reduction, the
        aggregate LC Facility LC Obligations would exceed the aggregate Total
        Credit-Linked Deposits. In the event the Credit-Linked Deposits shall be
        reduced
        in accordance with the foregoing, the Administrative Agent will return all
        amounts in the Credit-Linked Deposit Account in excess of the reduced
        Credit-Linked Deposits to the LC Facility Lenders, ratably in accordance
        with
        their Applicable Percentages of the Total Credit-Linked Deposits and the
        Borrowers shall pay to Administrative Agent, for the benefit of the parties
        entitled thereto, all accrued and unpaid interest, fees and other amounts
        due in
        respect of the Credit-Linked Deposits so returned.

       

      SECTION
        2.10  Fees.
        (a)
        The
        Borrowers agree to pay to the Administrative Agent for the account of each
        Revolving Lender a commitment fee (the “Commitment
        Fee”),
        which
        shall accrue at a rate equal to the Applicable Rate per
        annum
        on the daily unused amount of the Revolving Commitment of such Lender during
        the
        period from and including the Closing Date to but excluding the date on which
        the Revolving Commitments terminate. Accrued commitment fees shall be payable
        in
        arrears on the last Business Day of March, June, September and December of
        each
        year and on the date on which the Revolving Commitments terminate, commencing
        on
        the first such date to occur after the Closing Date. All commitment fees
        shall
        be computed on the basis of a year of 360 days and shall be payable for the
        actual number of days elapsed (including the first day but excluding the
        last
        day). For purposes of computing commitment fees, a Revolving Commitment of
        a
        Revolving Lender shall be deemed to be used to the extent of the outstanding
        Revolving Loans and LC Obligations of such Revolving Lender.

       

      (b)  The
        Borrowers agree to pay (i) to the Administrative Agent for the account of
        each
        Revolving Lender a participation fee (a “Revolving
        Letter of Credit Fee”)
        with
        respect to such Revolving Lender’s participations in Revolving Letters of
        Credit, which shall accrue at a rate per annum equal to the Applicable Rate
        with
        respect to Revolving Letter of Credit Fees on the average daily amount of
        such
        Revolving Lender’s Revolving LC Obligations (excluding any portion thereof
        attributable to unreimbursed Revolving LC Disbursements and any portion thereof
        attributable to reimbursed Revolving LC Disbursements included in clause
        (c) of
        the definition of “Revolving LC Obligations”) during the period from and
        including the Closing Date to but excluding the later of the date on which
        such
        Revolving Lender’s Revolving Commitment terminates and the date on which such
        Revolving Lender ceases to have any Revolving LC Obligations, and (ii) to
        the
        Revolving Issuing Bank a fronting fee, which shall accrue at the rate of
        0.125%
        per annum on the average daily amount of the Revolving LC Obligations (excluding
        any portion thereof attributable to unreimbursed Revolving LC Disbursements
        and
        any portion thereof attributable to reimbursed Revolving LC Disbursements
        included in clause (c) of the definition of “Revolving LC Obligations”) during
        the period from and including the Closing Date to but excluding the later
        of the
        date of termination of the Revolving Commitments and the date on which there
        ceases to be any Revolving LC Obligations, as well as the Revolving Issuing
        Bank’s standard fees with respect to the issuance, amendment, renewal or
        extension of any Revolving Letter of Credit or processing of drawings
        thereunder. Revolving Letter of Credit Fees and fronting fees accrued through
        and including the last day of March, June, September and December of each
        year
        shall be payable on the first Business Day following such last day, commencing
        on the first such date to occur after the Closing Date; provided
        that all
        such fees shall be payable on the date on which the Revolving Commitments
        terminate and any such fees accruing after the date on which the Revolving
        Commitments terminate shall be payable on demand. Any other fees payable
        to the
        Revolving Issuing Bank pursuant to this paragraph shall be payable within
        five
        days after demand. All participation fees and fronting fees shall be computed
        on
        the basis of a year of 360 days and shall be payable for the actual number
        of
        days elapsed (including the first day but excluding the last day).

       

      
        
           

        

        
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      (c)  The
        Borrowers agree to pay (i) to the Administrative Agent for the account of
        each
        LC Facility Lender a participation fee (a “LC
        Facility Participation Fee”)
        which
        shall accrue at a rate per annum equal to the Adjusted LIBO Rate for an Interest
        Period of thirty (30) days, plus
        2.25%,
        on the average daily amount of such LC Facility Lender’s Credit-Linked Deposits
        during the period from and including the Closing Date to but excluding the
        date
        on which such LC Facility Lender’s Credit-Linked Deposit is returned to it, and
        (ii) to the LC Facility Issuing Bank a fronting fee, which shall accrue at
        the
        rate of 0.125% per annum on the average daily amount of the LC Facility LC
        Obligations (excluding any portion thereof attributable to unreimbursed LC
        Facility LC Disbursements and any portion thereof attributable to reimbursed
        LC
        Facility LC Disbursements included in clause (c) of the definition of “LC
        Facility LC Obligations”) during the period from and including the Closing Date
        to but excluding the date on which the LC Facility Lenders’ Credit-Linked
        Deposits are returned to them, as well as the LC Facility Issuing Bank’s
        standard fees with respect to the issuance, amendment, renewal or extension
        of
        any LC Facility Letter of Credit or processing of drawings thereunder. Any
        LC
        Facility Participation Fees and fronting fees accrued through and including
        the
        last day of March, June, September and December of each year shall be payable
        on
        the first Business Day following such last day, commencing on the first such
        date to occur after the Closing Date;
        provided
        that all
        such fees shall be payable on the date on which the Credit-Linked Deposits
        are
        returned to the LC Facility Lenders and any such fees accruing after the
        date on
        which the Credit-Linked Deposits are returned to the LC Facility Lenders
        shall
        be payable on demand. Any other fees payable to the LC Facility Issuing Bank
        pursuant to this paragraph shall be payable within five days after demand.
        All
        LC Facility Participation Fees and fronting fees shall be computed on the
        basis
        of a year of 360 days and shall be payable for the actual number of days
        elapsed
        (including the first day but excluding the last day). Any investment return
        on
        Credit-Linked Deposits actually received by a LC Facility Lender in respect
        of
        its Credit-Linked Deposit pursuant to Section 2.20(b) shall be credited to
        the
        amount of LC Facility Participation Fee owed by the Borrowers to such LC
        Facility Lender in respect of such LC Facility Lender’s Credit-Linked
        Deposits.

       

      
        
           

        

        
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      (d)  The
        Borrowers agree to pay to Administrative Agent, for its own account, a deposit
        investment fee (a “Deposit
        Investment Fee”)
        with
        respect to its agreement to invest the Credit-Linked Deposits in accordance
        with
        Section 2.20(b), which Deposit Investment Fee shall accrue at the rate per
        annum
        equal the rate previously agreed to between the Administrative Agent and
        the
        Borrowers on the average daily amount of the Total Credit-Linked Deposits
        during
        the period from and including the Closing Date to but excluding any date
        on
        which the Credit-Linked Deposits are returned to the LC Facility Lenders.
        Deposit Investment Fees accrued through and including the last day of March,
        June, September and December of each year shall be payable on the first Business
        Day following such last day, commencing on the first such date to occur after
        the Closing Date;
        provided
        that all
        such fees shall be payable on the date on which the Credit-Linked Deposits
        are
        returned to the LC Facility Lenders and any such fees accruing after the
        date on
        which the Credit-Linked Deposits are returned to the LC Facility Lenders
        shall
        be payable on demand. All Deposit Investment Fees shall be computed on the
        basis
        of a year of 360 days and shall be payable for the actual number of days
        elapsed
        (including the first day but excluding the last day). The Deposit Investment
        Fee
        may be paid by the Administrative Agent deducting the amount of the Deposit
        Investment Fee from the returns earned on the investment of Credit-Linked
        Deposits under Section 2.20(b). 

       

      (e)  The
        Borrower shall pay to the Arranger and the Administrative Agent for their
        own
        respective accounts fees in the amounts and at the times as separately agreed
        upon between the Borrowers and the Arranger and the Administrative Agent.
        Such
        fees shall be fully earned when paid and shall not be refundable for any
        reason
        whatsoever.

       

      (f)  All
        fees
        payable hereunder shall be paid on the dates due, in immediately available
        funds, to the Administrative Agent (or to any Issuing Bank, in the case of
        fees
        payable to it) for distribution, in the case of facility fees and participation
        fees, to the Lenders, except that the fees payable to the Arranger and the
        Administrative Agent pursuant to Section 2.10(d) shall be paid directly to
        such
        Person. Fees paid shall not be refundable under any circumstances.

       

      SECTION
        2.11  Interest.
        (a)
        The
        Loans constituting each ABR Borrowing shall bear interest at the Alternate
        Base
        Rate plus the Applicable Rate.

       

      (b)  The
        Loans
        constituting each Eurodollar Borrowing shall bear interest, at the Adjusted
        LIBO
        Rate for the Interest Period in effect for such Borrowing plus the Applicable
        Rate.

       

      (c)  Notwithstanding
        the foregoing, if any principal of or interest on any Loan or any fee or
        other
        amount payable by the Borrowers hereunder is not paid when due, whether at
        stated maturity, upon acceleration or otherwise, such overdue amount shall
        bear
        interest, after as well as before judgment, at a rate per annum equal to
        (i) in
        the case of overdue principal of any Loan, 2% plus the rate otherwise applicable
        to such Loan as provided in the preceding paragraphs of this Section or (ii)
        in
        the case of any other amount, 2% plus the rate applicable to ABR Loans as
        provided in paragraph (a) of this Section.

       

      
        
           

        

        
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      (d)  Accrued
        interest on each Loan shall be payable in arrears on each Interest Payment
        Date
        for such Loan and, in the case of Revolving Loans, upon termination of the
        Revolving Commitments; provided that (i) interest accrued pursuant to paragraph
        (c) of this Section shall be payable on demand, (ii) in the event of any
        repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving
        Loan prior to the end of the Availability Period), accrued interest on the
        principal amount repaid or prepaid shall be payable on the date of such
        repayment or prepayment and (iii) in the event of any conversion of any
        Eurodollar Loan prior to the end of the current Interest Period therefor,
        accrued interest on such Loan shall be payable on the effective date of such
        conversion.

       

      (e)  All
        interest hereunder shall be computed on the basis of a year of 360 days,
        except
        that interest computed by reference to the Alternate Base Rate at times when
        the
        Alternate Base Rate is based on the Prime Rate shall be computed on the basis
        of
        a year of 365 days (or 366 days in a leap year), and in each case shall be
        payable for the actual number of days elapsed (including the first day but
        excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO
        Rate shall be determined by the Administrative Agent, and such determination
        shall be conclusive absent manifest error.

       

      SECTION
        2.12  Alternate
        Rate of Interest. If
        prior
        to the commencement of any Interest Period for a Eurodollar
        Borrowing:

       

      (a)  the
        Administrative Agent determines (which determination shall be conclusive
        absent
        manifest error) that adequate and reasonable means do not exist for ascertaining
        the Adjusted LIBO Rate for such Interest Period; or

       

      (b)  the
        Administrative Agent is advised by the Required Lenders that the Adjusted
        LIBO
        Rate for such Interest Period will not adequately and fairly reflect the
        cost to
        such Lenders (or Lender) of making or maintaining their Loans (or its Loan)
        included in such Borrowing for such Interest Period;

       

      then
        the
        Administrative Agent shall give notice thereof to the Borrowers and the Lenders
        by telephone or telecopy as promptly as practicable thereafter and, until
        the
        Administrative Agent notifies the Borrowers and the Lenders that the
        circumstances giving rise to such notice no longer exist, (i) any Interest
        Election Request that requests the conversion of any Borrowing to, or
        continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
        and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such
        Borrowing shall be made as an ABR Borrowing; provided
        that
        if
        the circumstances giving rise to such notice affect only one Type of Borrowings,
        then the other Type of Borrowings shall be permitted.

       

      SECTION
        2.13  Increased
        Costs. (a)
        If any
        Change in Law shall:

       

      (i)  impose,
        modify or deem applicable any reserve, special deposit or similar requirement
        against assets of, deposits with or for the account of, or credit extended
        by,
        any Lender (except any such reserve requirement reflected in the Adjusted
        LIBO
        Rate) or any Issuing Bank; or

       

      
        
           

        

        
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      (ii)  impose
        on
        any Lender or any Issuing Bank or the London interbank market any other
        condition affecting this Agreement or Eurodollar Loans made by such Lender
        or
        any Letter of Credit or participation therein;

       

      and
        the
        result of any of the foregoing shall be to increase the cost to such Lender
        of
        making or maintaining any Eurodollar Loan (or of maintaining its obligation
        to
        make any such Loan) or to increase the cost to such Lender or such Issuing
        Bank
        of participating in, issuing or maintaining any Letter of Credit or to reduce
        the amount of any sum received or receivable by such Lender or such Issuing
        Bank
        hereunder (whether of principal, interest or otherwise), then the Borrowers
        will
        pay to such Lender or such Issuing Bank, as the case may be, such additional
        amount or amounts as will compensate such Lender or such Issuing Bank, as
        the
        case may be, for such additional costs incurred or reduction
        suffered.

       

      (b)  If
        any
        Lender or any Issuing Bank determines that any Change in Law regarding capital
        requirements has or would have the effect of reducing the rate of return
        on such
        Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or
        such Issuing Bank’s holding company, if any, as a consequence of this Agreement
        or the Loans made by, or participations in Letters of Credit held by, such
        Lender, or the Letters of Credit issued by such Issuing Bank, to a level
        below
        that which such Lender or such Issuing Bank or such Lender’s or such Issuing
        Bank’s holding company could have achieved but for such Change in Law (taking
        into consideration such Lender’s or such Issuing Bank’s policies and the
        policies of such Lender’s or such Issuing Bank’s holding company with respect to
        capital adequacy), then from time to time the Borrowers will pay to such
        Lender
        or such Issuing Bank, as the case may be, such additional amount or amounts
        as
        will compensate such Lender or such Issuing Bank or such Lender’s or such
        Issuing Bank’s holding company for any such reduction suffered.

       

      (c)  A
        certificate of a Lender or an Issuing Bank setting forth the amount or amounts
        necessary to compensate such Lender or such Issuing Bank or its holding company,
        as the case may be, as specified in paragraph (a) or (b) of this Section
        shall
        be delivered to the Borrowers and shall be conclusive absent manifest error.
        The
        Borrowers shall pay such Lender or such Issuing Bank, as the case may be,
        the
        amount shown as due on any such certificate within 10 days after receipt
        thereof.

       

      (d)  Failure
        or delay on the part of any Lender or any Issuing Bank to demand compensation
        pursuant to this Section shall not constitute a waiver of such Lender’s or such
        Issuing Bank’s right to demand such compensation; provided that the Borrowers
        shall not be required to compensate a Lender or an Issuing Bank pursuant
        to this
        Section for any increased costs or reductions incurred more than 270 days
        prior
        to the date that such Lender or such Issuing Bank, as the case may be, notifies
        the Borrowers of the Change in Law giving rise to such increased costs or
        reductions and of such Lender’s or such Issuing Bank’s intention to claim
        compensation therefor; provided further that, if the Change in Law giving
        rise
        to such increased costs or reductions is retroactive, then the 270-day period
        referred to above shall be extended to include the period of retroactive
        effect
        thereof.

       

      
        
           

        

        
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      SECTION
        2.14  Break
        Funding Payments. In
        the
        event of (a) the payment of any principal of any Eurodollar Loan other than
        on
        the last day of an Interest Period applicable thereto (including as a result
        of
        an Event of Default), (b) the conversion of any Eurodollar Loan other than
        on
        the last day of the Interest Period applicable thereto, (c) the failure to
        borrow, convert, continue or prepay any Eurodollar Loan on the date specified
        in
        any notice delivered pursuant hereto, or (d) the assignment of any Eurodollar
        Loan other than on the last day of the Interest Period applicable thereto
        as a
        result of a request by the Borrowers pursuant to Section 2.17, then, in any
        such
        event, the Borrowers shall compensate each Lender for the loss, cost and
        expense
        attributable to such event. In the case of a Eurodollar Loan, such loss,
        cost or
        expense to any Lender shall be deemed to include an amount determined by
        such
        Lender to be the excess, if any, of (i) the amount of interest which would
        have
        accrued on the principal amount of such Loan had such event not occurred,
        at the
        Adjusted LIBO Rate that would have been applicable to such Loan, for the
        period
        from the date of such event to the last day of the then current Interest
        Period
        therefor (or, in the case of a failure to borrow, convert or continue, for
        the
        period that would have been the Interest Period for such Loan), over (ii)
        the
        amount of interest which would accrue on such principal amount for such period
        at the interest rate which such Lender would bid were it to bid, at the
        commencement of such period, for dollar deposits of a comparable amount and
        period from other banks in the eurodollar market. A certificate of any Lender
        setting forth any amount or amounts that such Lender is entitled to receive
        pursuant to this Section shall be delivered to the Borrowers and shall be
        conclusive absent manifest error. The Borrowers shall pay such Lender the
        amount
        shown as due on any such certificate within 10 days after receipt thereof.
        For
        purposes of calculating amounts payable by the Borrowers to the Lenders under
        this Section 2.14, each Lender shall be deemed to have funded each Eurodollar
        Loan made by it at the LIBO Rate used in determining the Adjusted LIBO Rate
        for
        such Loan by a matching deposit or other borrowing in the London interbank
        eurodollar market for a comparable amount and for a comparable period, whether
        or not such Eurodollar Loan was in fact so funded.

       

      SECTION
        2.15  Taxes.
        (a)
        Any and
        all payments by or on account of any obligation of the Borrowers hereunder
        shall
        be made free and clear of and without deduction for any Indemnified Taxes
        or
        Other Taxes; provided
        that
        if a
        Borrower shall be required to deduct any Indemnified Taxes or Other Taxes
        from
        such payments, then (i) the sum payable shall be increased as necessary so
        that
        after making all required deductions (including deductions applicable to
        additional sums payable under this Section) the Administrative Agent, Lender
        or
        Issuing Bank (as the case may be) receives an amount equal to the sum it
        would
        have received had no such deductions been made, (ii) such Borrower shall
        make
        such deductions and (iii) such Borrower shall pay the full amount deducted
        to
        the relevant Governmental Authority in accordance with applicable
        law.

       

      (b)  In
        addition, the Borrowers shall pay any Other Taxes to the relevant Governmental
        Authority in accordance with applicable law.

       

      (c)  The
        Borrowers shall indemnify the Administrative Agent, each Lender and each
        Issuing
        Bank, within 10 days after written demand therefor, for the full amount of
        any
        Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender
        or such Issuing Bank, as the case may be, on or with respect to any payment
        by
        or on account of any obligation of the Borrowers hereunder (including
        Indemnified Taxes or Other Taxes imposed or asserted on or attributable to
        amounts payable under this Section) and any penalties, interest and reasonable
        expenses arising therefrom or with respect thereto, whether or not such
        Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
        by the relevant Governmental Authority. A certificate as to the amount of
        such
        payment or liability delivered to the Borrowers by a Lender or the Issuing
        Bank,
        or by the Administrative Agent on its own behalf or on behalf of a Lender
        or an
        Issuing Bank, shall be conclusive absent manifest error.

       

      
        
           

        

        
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      (d)  As
        soon
        as practicable after any payment of Indemnified Taxes or Other Taxes by a
        Borrower to a Governmental Authority, such Borrower shall deliver to the
        Administrative Agent the original or a certified copy of a receipt issued
        by
        such Governmental Authority evidencing such payment, a copy of the return
        reporting such payment or other evidence of such payment reasonably satisfactory
        to the Administrative Agent.

       

      (e)  Except
        for an assignment pursuant to Section 9.04(b)(vi), any Foreign Lender that
        is
        entitled to an exemption from or reduction of withholding tax under the law
        of
        the jurisdiction in which a Borrower is located, or any treaty to which such
        jurisdiction is a party, with respect to payments under this Agreement shall
        deliver to the Borrowers (with a copy to the Administrative Agent), at the
        time
        or times prescribed by applicable law, such properly completed and executed
        documentation prescribed by applicable law or reasonably requested by the
        Borrowers as will permit such payments to be made without withholding or
        at a
        reduced rate. In the case of an assignment pursuant to Section 9.04(b)(vi),
        such
        properly completed and executed documentation shall instead be delivered
        to the
        assigning Lender.

       

      (f)  If
        the
        Administrative Agent or a Lender determines, in its sole discretion, that
        it has
        received a refund of any Taxes or Other Taxes as to which it has been
        indemnified by the Borrowers or with respect to which the Borrowers have
        paid
        additional amounts pursuant to this Section 2.15, it shall pay over such
        refund
        to the Borrowers (but only to the extent of indemnity payments made, or
        additional amounts paid, by the Borrowers under this Section 2.15 with respect
        to the Taxes or Other Taxes giving rise to such refund), net of all
        out-of-pocket expenses of the Administrative Agent or such Lender and without
        interest (other than any interest paid by the relevant Governmental Authority
        with respect to such refund); provided, that the Borrowers, upon the request
        of
        the Administrative Agent or such Lender, agree to repay the amount paid over
        to
        any Borrower (plus any penalties, interest or other charges imposed by the
        relevant Governmental Authority) to the Administrative Agent or such Lender
        in
        the event the Administrative Agent or such Lender is required to repay such
        refund to such Governmental Authority. This Section shall not be construed
        to
        require the Administrative Agent or any Lender to make available its tax
        returns
        (or any other information relating to its taxes which it deems confidential)
        to
        the Borrowers or any other person.

       

      SECTION
        2.16  Payments
        Generally, Pro Rata Treatment, Sharing of Setoffs.
        (a)
        Each
        Loan Party shall make each payment required to be made by them hereunder
        (whether of principal, interest, fees or reimbursement of LC Disbursements
        or of
        amounts payable under Section 2.13, 2.14 or 2.15, or
        otherwise) or under any other Loan Document prior to 12:00 noon, New York
        City
        time, on the date when due, in immediately available funds, without condition
        or
        deduction for setoff, defense, recoupment or counterclaim. Any amounts received
        after such time on any date may, in the discretion of the Administrative
        Agent,
        be deemed to have been received on the next succeeding Business Day for purposes
        of calculating interest thereon. All such payments shall be made to the
        Administrative Agent at the Administrative Agent’s Office, except payments to be
        made directly to the relevant Issuing Bank as expressly provided herein and
        except that payments pursuant to Sections 2.13, 2.14, 2.15 and 9.03 shall
        be
        made directly to the persons entitled thereto. The Administrative Agent shall
        distribute any such payments received by it for the account of any other
        person
        to the appropriate recipient promptly following receipt thereof. If any payment
        hereunder shall be due on a day that is not a Business Day, the date for
        payment
        shall be extended to the next succeeding Business Day, and, in the case of
        any
        payment accruing interest, interest thereon shall be payable for the period
        of
        such extension. All payments hereunder shall be made in dollars.

       

      
        
           

        

        
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      (b)  (i)
        Subject to Section 2.16(b)(ii) below, if at any time insufficient funds are
        received by and available to the Administrative Agent to pay fully all amounts
        of principal, unreimbursed LC Disbursements, outstanding Letters of Credit,
        interest and fees then due hereunder, such funds shall be applied (A)
first,
        to the
        payment of fees, indemnities, expenses and other amounts payable to the
        Administrative Agent in its capacity as such, (B) second,
        towards
        payment of interest and fees then due hereunder, ratably among the parties
        entitled thereto in accordance with the amounts of interest and fees then
        due to
        such parties, (C) third,
        towards
        payment of principal and unreimbursed LC Disbursements then due hereunder,
        ratably among the parties entitled thereto in accordance with the amounts
        of
        such principal and unreimbursed LC Disbursements then due to such parties,
        (D)
fourth,
        towards
        the cash collateralization of undrawn Letters of Credit by depositing cash
        in an
        account with the Administrative Agent on the terms set forth in Section 2.04(g)
        and Section 2.19(j), on a pro
        rata
        basis
        among the aggregate undrawn Letters of Credit, and (E) fifth,
        to all
        other Obligations then due and owing.

       

      (ii)
        After the exercise of remedies provided for in Article VII (or after the
        Loans
        have automatically become immediately due and payable and the Revolving LC
        Obligations and the LC Facility LC Obligations have automatically been required
        to be cash collateralized as set forth in Article VII), any amounts received
        on
        account of the Obligations shall be applied by the Administrative Agent in
        the
        following order (A) first,
        to
        payment of that portion of the Obligations constituting fees, indemnities,
        expenses and other amounts (including fees, charges and disbursements of
        counsel
        to the Administrative Agent and the Collateral Agent) payable to the
        Administrative Agent and/or the Collateral Agent in their capacity as such,
        (B)
second,
        to
        payment of that portion of the Obligations constituting fees, indemnities
        and
        other amounts (other than principal, interest, commitment fees and Letter
        of
        Credit fees) payable to the Lenders and the Issuing Banks (including fees,
        charges and disbursements of counsel to the respective Lenders and the Issuing
        Bank), ratably among them in proportion to the respective amounts described
        in
        this clause (B) payable to them, (C) third,
        to
        payment of that portion of the Obligations constituting accrued and unpaid
        fees
        and interest on the Loans, and unreimbursed LC Obligations and in respect
        of the
        other Obligations, ratably among the Lenders and the Issuing Bank in proportion
        to the respective amounts described in this clause (C) payable to them, (D)
        fourth,
        to
        payment of that portion of the Obligations constituting unpaid principal
        of the
        Loans and unreimbursed LC Disbursements and to cash collateralize the aggregate
        undrawn amount of Letters of Credit, ratably among the Administrative Agent,
        the
        Lenders and the Issuing Banks in proportion to the respective amounts described
        in this clause (D) held by them, (E) fifth,
        to all
        other Obligations then due and owing and (F) sixth,
        the
        balance, if any, after all of the Obligations have been indefeasibly paid
        in
        full, to the Borrower or as otherwise required by applicable law.

       

      
        
           

        

        
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      (c)  If
        any
        Lender shall, by exercising any right of setoff or counterclaim or otherwise,
        obtain payment in respect of any principal of or interest or fees on any
        of its
        Revolving Loans, Term Loans or participations in LC Disbursements resulting
        in
        such Lender receiving payment of a greater proportion of the aggregate amount
        of
        its Revolving Loans, Term Loans, and participations in LC Disbursements and
        accrued interest thereon than the proportion received by any other Lender,
        then
        the Lender receiving such greater proportion shall notify the Administrative
        Agent thereof and purchase (for cash at face value) participations in the
        Revolving Loans, Term Loans and participations in LC Disbursements of other
        Lenders, or make such other adjustments as shall be equitable, to the extent
        necessary so that the benefit of all such payments shall be shared by the
        Lenders ratably in accordance with the aggregate amount of principal of and
        accrued interest and fees on their respective Revolving Loans, Term Loans
        and
        participations in LC Disbursements; provided that (i) if any such participations
        are purchased and all or any portion of the payment giving rise thereto is
        recovered, such participations shall be rescinded and the purchase price
        restored to the extent of such recovery, without interest, and (ii) the
        provisions of this paragraph shall not be construed to apply to any payment
        made
        by the Borrowers pursuant to and in accordance with the express terms of
        this
        Agreement or any payment obtained by a Lender as consideration for the
        assignment of or sale of a participation in any of its Loans or participations
        in LC Disbursements to any assignee or participant, other than to the Borrowers
        or any Subsidiary or Affiliate thereof (as to which the provisions of this
        paragraph shall apply). The Borrowers consent to the foregoing and agree,
        to the
        extent they may effectively do so under applicable law, that any Lender
        acquiring a participation pursuant to the foregoing arrangements may exercise
        against the Borrowers rights of setoff and counterclaim with respect to such
        participation as fully as if such Lender were a direct creditor of the Borrowers
        in the amount of such participation.

       

      (d)  Unless
        the Administrative Agent shall have received notice from the Borrowers prior
        to
        the date on which any payment is due to the Administrative Agent for the
        account
        of the Lenders or the Issuing Bank hereunder that the Borrowers will not
        make
        such payment, the Administrative Agent may assume that the Borrowers have
        made
        such payment on such date in accordance herewith and may, in its sole
        discretion, in reliance upon such assumption, distribute to the Lenders or
        the
        relevant Issuing Bank, as the case may be, the amount due. In such event,
        if the
        Borrowers have not in fact made such payment, then each of the Lenders or
        the
        relevant Issuing Bank, as the case may be, severally agrees to repay to the
        Administrative Agent forthwith on demand the amount so distributed to such
        Lender or such Issuing Bank with interest thereon, for each day from and
        including the date such amount is distributed to it to but excluding the
        date of
        payment to the Administrative Agent, at the greater of the Federal Funds
        Effective Rate and a rate determined by the Administrative Agent in accordance
        with banking industry rules on interbank compensation.

       

      
        
           

        

        
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      (e)  If
        any
        Lender shall fail to make any payment required to be made by it pursuant
        to
        Section 2.04(c), 2.05(b) or 2.16(d), then the Administrative Agent may, in
        its
        discretion (notwithstanding any contrary provision hereof), apply any amounts
        thereafter received by the Administrative Agent for the account of such Lender
        to satisfy such Lender’s obligations under such Sections until all such
        unsatisfied obligations are fully paid.

       

      SECTION
        2.17  Mitigation
        Obligations, Replacement of Lenders. (a)
        If any
        Lender requests compensation under Section 2.13, or if the Borrowers are
        required to pay any additional amount to any Lender or any Governmental
        Authority for the account of any Lender pursuant to Section 2.15, then
        such
        Lender shall use reasonable commercial efforts to designate a different lending
        office for funding or booking its Loans hereunder or to assign its rights
        and
        obligations hereunder to another of its offices, branches or affiliates,
        if, in
        the judgment of such Lender, such designation or assignment (i) would eliminate
        or reduce amounts payable pursuant to Section 2.13 or 2.15,
        as
        the
        case may be, in the future and (ii) would not subject such Lender to any
        unreimbursed cost or expense and would not otherwise be disadvantageous to
        such
        Lender. The Borrowers hereby agree to pay all reasonable costs and expenses
        incurred by any Lender in connection with any such designation or
        assignment.

       

      (b)  If
        any
        Lender requests compensation under Section 2.13, or if the Borrowers are
        required to pay any additional amount to any Lender or any Governmental
        Authority for the account of any Lender pursuant to Section 2.15, or if any
        Lender defaults in its obligation to fund Loans hereunder, then the Borrowers
        may, at their sole expense and effort (but, in the case of a Lender that
        defaults in its obligation to fund Loans hereunder, without any obligation
        of
        the Borrowers to pay the costs or expenses of assignment incurred by such
        Lender) upon notice to such Lender and the Administrative Agent, require
        such
        Lender to assign and delegate, without recourse (in accordance with and subject
        to the restrictions contained in Section 9.04), all its interests, rights
        and
        obligations under this Agreement to an assignee that shall assume such
        obligations (which assignee may be another Lender, if a Lender accepts such
        assignment); provided that (i) the Borrowers shall have received the prior
        written consent of the Administrative Agent, which consent shall not
        unreasonably be withheld, (ii) such Lender shall have received payment of
        an
        amount equal to the outstanding principal of its Loans and participations
        in LC
        Disbursements and/or Credit-Linked Deposits, accrued interest thereon, accrued
        fees and all other amounts payable to it hereunder, from the assignee (to
        the
        extent of such outstanding principal and accrued interest and fees) or the
        Borrowers (in the case of all other amounts), (iii) in the case of any such
        assignment resulting from a claim for compensation under Section 2.13 or
        payments required to be made pursuant to Section 2.15, such assignment will
        result in a reduction (either currently or prospectively) in such compensation
        or payments, (iv) except in the case of a Lender that defaults in its obligation
        to fund Loans hereunder, the Borrowers shall have paid to the Administrative
        Agent the assignment fee specified in Section 9.04(b) and (v) such assignment
        does not conflict with applicable law. A Lender shall not be required to
        make
        any such assignment and delegation if, prior thereto, as a result of a waiver
        by
        such Lender or otherwise, the circumstances entitling the Borrowers to require
        such assignment and delegation cease to apply.

       

      
        
           

        

        
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      SECTION
        2.18  Covenant
        of Collateral Agent. (a)
        In
        connection with any permitted Asset Sale and promptly following the reasonable
        written request of Parent or a Borrower, the Collateral Agent will execute
        and
        deliver documents prepared by Parent or a Borrower and appropriate under
        local
        law, to release any mortgage, filing under the Uniform Commercial Code of
        the
        applicable state or other security interest arising under any Loan Document,
        as
        to any asset to be sold under such permitted Asset Sale.

       

      (b)  Promptly
        following the written reasonable request of Parent or a Borrower from time
        to
        time, Collateral Agent will execute and deliver documents: (i) to consent
        to, or
        subordinate any mortgage, filing under the Uniform Commercial Code of the
        applicable state, or other security interest arising under any Loan Document
        to,
        any Permitted Real Estate Lien that Parent or such Borrower determines, in
        the
        exercise of its reasonable business judgment, is in the interest of Parent
        or
        such Borrower’s business on any Mortgaged Property and (ii) required in
        connection with the subdivision of any Mortgaged Property.

       

      SECTION
        2.19  LC
        Facility Letters of Credit. (a) The
        LC
        Facility.
        Subject
        to the terms and conditions set forth herein, (A) the LC Facility Issuing
        Bank
        agrees, in reliance upon the agreements of the LC Facility Lenders set forth
        in
        this Section 2.19, (1) from time to time on any Business Day during the LC
        Facility Availability Period, to issue LC Facility Letters of Credit for
        the
        account of either Borrower or any other Loan Party, and to amend LC Facility
        Letters of Credit previously issued by it, in accordance with Section 2.19(c)
        below, and (2) to honor drawings by beneficiaries under the LC Facility Letters
        of Credit; and (B) each of the LC Facility Lenders severally agrees to
        participate in LC Facility Letters of Credit issued for the account of a
        Borrower or other Loan Party and any drawings thereunder; provided
        that
        after giving effect to any LC Facility LC Credit Extension with respect to
        any
        LC Facility Letter of Credit, (x) the LC Facility LC Obligations shall not
        exceed the lesser of (I) $40,000,000 and (II) the Total Credit-Linked Deposits
        at such time and (y) no Default or Event of Default shall have occurred and
        be
        then continuing. Each request by a Borrower for the issuance or amendment
        of a
        LC Facility Letter of Credit shall be deemed to be a representation by such
        Borrower that the LC Facility LC Credit Extension so requested complies with
        the
        conditions set forth in the proviso to the preceding sentence. Within the
        foregoing limits, and subject to the terms and conditions hereof, a Borrower’s
        ability to obtain LC Facility Letters of Credit shall be fully revolving,
        and
        accordingly such Borrower may, during the foregoing period, obtain LC Facility
        Letters of Credit to replace LC Facility Letters of Credit that have expired
        or
        that have been drawn upon and reimbursed.

       

      (b)  Certain
        Conditions to Issuance, Etc.
        (i)
        The LC
        Facility Issuing Bank shall not issue any LC Facility Letter of Credit, if:
        (A)
        subject to Section 2.19(c)(iv), the expiry date of such requested LC Facility
        Letter of Credit would occur more than twelve months after the date of issuance
        or last extension, unless the Required LC Facility Lenders have approved
        such
        expiry date; or (B) the expiry date of such requested LC Facility Letter
        of
        Credit would occur after the date that is five Business Days prior to the
        Term
        Loan Maturity Date, unless all the LC Facility Lenders have approved such
        expiry
        date.

       

      
        
           

        

        
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      (ii)
        The
        LC Facility Issuing Bank shall not be under any obligation to issue any LC
        Facility Letter of Credit if: (A) any order, judgment or decree of any
        Governmental Authority or arbitrator shall by its terms purport to enjoin
        or
        restrain the LC Facility Issuing Bank from issuing such LC Facility Letter
        of
        Credit, or any law applicable to the LC Facility Issuing Bank or any request
        or
        directive (whether or not having the force of law) from any Governmental
        Authority with jurisdiction over the LC Facility Issuing Bank shall prohibit,
        or
        request that the LC Facility Issuing Bank refrain from, the issuance of letters
        of credit generally or such LC Facility Letter of Credit in particular or
        shall
        impose upon the LC Facility Issuing Bank with respect to such LC Facility
        Letter
        of Credit any restriction, reserve or capital requirement (for which the
        LC
        Facility Issuing Bank is not otherwise compensated hereunder) not in effect
        on
        the Closing Date, or shall impose upon the LC Facility Issuing Bank any
        unreimbursed loss, cost or expense which was not applicable on the Closing
        Date
        and which the LC Facility Issuing Bank in good faith deems material to it;
        (B)
        the issuance of such LC Facility Letter of Credit would violate one or more
        policies of the LC Facility Issuing Bank; (C) except as otherwise agreed
        by the
        Administrative Agent and the LC Facility Issuing Bank, such LC Facility Letter
        of Credit is in an initial stated amount less than $100,000, provided
        that
        this
        subclause (C) shall not apply if 30 or fewer Letters of Credit are outstanding
        as of the date of issuance of such Letter of Credit; (D) such LC Facility
        Letter
        of Credit is to be denominated in a currency other than dollars; (E) such
        LC
        Facility Letter of Credit contains any provisions for automatic reinstatement
        of
        the stated amount after any drawing thereunder; or (F) a default of any LC
        Facility Lender’s obligations to fund under Section 2.19(d) exists or any LC
        Facility Lender has failed to fund any portion of the participations in LC
        Facility LC Obligations required to be funded by it hereunder within one
        Business Day of the date required to be funded by it hereunder, unless, in
        any
        such case, the LC Facility Issuing Bank has entered into satisfactory
        arrangements with the applicable Borrower or such LC Facility Lender to
        eliminate the LC Facility Issuing Bank’s risk with respect to such LC Facility
        Lender.

       

      (iii)
        The
        LC Facility Issuing Bank shall not amend any LC Facility Letter of Credit
        if the
        LC Facility Issuing Bank would not be permitted at such time to issue such
        LC
        Facility Letter of Credit in its amended form under the terms
        hereof.

       

      (iv)
        The LC
        Facility Issuing Bank shall be under no obligation to amend any LC Facility
        Letter of Credit if (A) the LC Facility Issuing Bank would have no obligation
        at
        such time to issue such LC Facility Letter of Credit in its amended form
        under
        the terms hereof, or (B) the beneficiary of such LC Facility Letter of Credit
        does not accept the proposed amendment to such LC Facility Letter of
        Credit.

       

      (v)
        The LC
        Facility Issuing Bank shall act on behalf of the LC Facility Lenders with
        respect to any LC Facility Letters of Credit issued by it and the documents
        associated therewith, and the LC Facility Issuing Bank shall have all of
        the
        benefits and immunities (A) provided to the Administrative Agent in Article
        VIII
        with respect to any acts taken or omissions suffered by the LC Facility Issuing
        Bank in connection with LC Facility Letters of Credit issued by it or proposed
        to be issued by it and Issuer Documents pertaining to such LC Facility Letters
        of Credit as fully as if the term “Administrative Agent” as used in Article VIII
        included the LC Facility Issuing Bank with respect to such acts or omissions,
        and (B) as additionally provided herein with respect to the LC Facility Issuing
        Bank.

       

      
        
           

        

        
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      (c)  Procedures
        for Issuance and Amendments of LC Facility Letters of Credit; Auto-Extension
        Letters of Credit.

       

      (i)  Each
        LC
        Facility Letter of Credit shall be issued or amended, as the case may be,
        upon
        the request of the applicable Borrower delivered to the LC Facility Issuing
        Bank
        (with a copy to the Administrative Agent) in the form of a Letter of Credit
        Application, appropriately completed and signed by a Responsible Officer
        of such
        Borrower. Such LC Facility Letter of Credit Application must be received
        by the
        LC Facility Issuing Bank and the Administrative Agent not later than 12:00
        noon
        at least two Business Days (or such later date and time as the Administrative
        Agent and the LC Facility Issuing Bank may agree in a particular instance
        in
        their sole discretion) prior to the proposed issuance date or date of amendment,
        as the case may be. In the case of a request for an initial issuance of a
        LC
        Facility Letter of Credit, such Letter of Credit Application shall specify
        in
        form and detail satisfactory to the LC Facility Issuing Bank: (A) the proposed
        issuance date of the requested LC Facility Letter of Credit (which shall
        be a
        Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the
        name
        and address of the beneficiary thereof; (E) the documents to be presented
        by
        such beneficiary in case of any drawing thereunder; (F) the full text of
        any
        certificate to be presented by such beneficiary in case of any drawing
        thereunder; (G) that such requested Letter of Credit is an LC Facility Letter
        of
        Credit and (H) such other matters as the LC Facility Issuing Bank may reasonably
        require. In the case of a request for an amendment of any outstanding LC
        Facility Letter of Credit, such Letter of Credit Application shall specify
        in
        form and detail satisfactory to the LC Facility Issuing Bank: (A) the LC
        Facility Letter of Credit to be amended; (B) the proposed date of amendment
        thereof (which shall be a Business Day); (C) the nature of the proposed
        amendment; and (D) such other matters as the LC Facility Issuing Bank may
        reasonably require. Additionally, the applicable Borrower shall furnish to
        the
        LC Facility Issuing Bank and the Administrative Agent such other documents
        and
        information pertaining to such requested LC Facility Letter of Credit issuance
        or amendment, including any Issuer Documents, as the LC Facility Issuing
        Bank or
        the Administrative Agent may reasonably require.

       

      (ii)  Promptly
        after receipt of any Letter of Credit Application, the LC Facility Issuing
        Bank
        will confirm with the Administrative Agent (by telephone or in writing) that
        the
        Administrative Agent has received a copy of such Letter of Credit Application
        from the applicable Borrower and, if not, the LC Facility Issuing Bank will
        provide the Administrative Agent with a copy thereof. Unless the LC Facility
        Issuing Bank has received written notice from any Lender, the Administrative
        Agent or any Loan Party, at least one Business Day prior to the requested
        date
        of issuance or amendment of the applicable LC Facility Letter of Credit,
        that
        one or more applicable conditions contained in Section 4.01 shall not then
        be
        satisfied, then, subject to the terms and conditions hereof, the LC Facility
        Issuing Bank shall, on the requested date, issue a LC Facility Letter of
        Credit
        for the account of the applicable Borrower or other Loan Party or enter into
        the
        applicable amendment, as the case may be, in each case in accordance with
        the LC
        Facility Issuing Bank’s usual and customary business practices. Immediately upon
        the issuance of each LC Facility Letter of Credit, each LC Facility Lender
        shall
        be deemed to, and hereby irrevocably and unconditionally agrees to, purchase
        from the LC Facility Issuing Bank a risk participation in such LC Facility
        Letter of Credit in an amount equal to the product of such LC Facility Lender’s
        Applicable Percentage times the amount of such LC Facility Letter of Credit,
        all
        as further described in Section 2.19(d) below.

       

      
        
           

        

        
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      (iii)  Promptly
        after its delivery of any LC Facility Letter of Credit or any amendment to
        a LC
        Facility Letter of Credit to an advising bank with respect thereto or to
        the
        beneficiary thereof, the LC Facility Issuing Bank will also deliver to the
        Borrower and the Administrative Agent a true and complete copy of such LC
        Facility Letter of Credit or amendment.

       

      (iv)  If
        the
        Borrowers so request in any applicable Letter of Credit Application, the
        LC
        Facility Issuing Bank may, in its sole and absolute discretion, agree to
        issue
        an Auto-Extension Letter of Credit; provided
        that any
        such Auto-Extension Letter of Credit must permit the LC Facility Issuing
        Bank to
        prevent any such extension at least once in each twelve-month period (commencing
        with the date of issuance of such Letter of Credit) by giving prior notice
        to
        the beneficiary thereof not later than a day (the “LC
        Facility Non-Extension Notice Date”)
        in
        each such twelve-month period to be agreed upon at the time such Letter of
        Credit is issued. Unless otherwise directed by the LC Facility Issuing Bank,
        the
        Borrowers shall not be required to make a specific request to the LC Facility
        Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit
        has
        been issued, the LC Facility Lenders shall be deemed to have authorized (but
        may
        not require) the LC Facility Issuing Bank to permit the extension of such
        Letter
        of Credit at any time to an expiry date not later than the date that is five
        Business Days prior to the Term Loan Maturity Date; provided,
        however,
        that
        the LC Facility Issuing Bank shall not permit any such extension if (A) the
        LC
        Facility Issuing Bank has determined that it would not be permitted, or would
        have no obligation, at such time to issue such Letter of Credit in its revised
        form (as extended) under the terms hereof, or (B) it has received notice
        (which
        may be by telephone or in writing) on or before the day that is five Business
        Days before the LC Facility Non-Extension Notice Date (1) from the
        Administrative Agent that the Required LC Facility Lenders have elected not
        to
        permit such extension or (2) from the Administrative Agent, any Lender or
        any
        Borrower that one or more of the applicable conditions specified in Section
        4.01
        is not then satisfied, and in each such case directing the LC Facility Issuing
        Bank not to permit such extension.

       

      
        
           

        

        
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      (d)  Participations
        of LC Facility Lenders in LC Facility Letters of Credit.
        On the
        date of issuance of each LC Facility Letter of Credit, without any further
        action on the part of the LC Facility Issuing Bank or any LC Facility Lender,
        the LC Facility Issuing Bank hereby grants to each LC Facility Lender, and
        each
        LC Facility Lender hereby acquires from the LC Facility Issuing Bank, a risk
        participation in each such LC Facility Letter of Credit equal to such LC
        Facility Lender’s Applicable Percentage of the aggregate maximum amount
        available to be drawn under such LC Facility Letter of Credit. Each LC Facility
        Lender shall deposit with the Administrative Agent its Credit-Linked Deposit
        in
        the full amount of its LC Facility Commitment on the Closing Date. Except
        as
        expressly provided for herein, such deposits shall be irrevocable and no
        LC
        Facility Lender shall have any right to withdraw any of its Credit-Linked
        Deposit. Each LC Facility Lender hereby irrevocably, absolutely and
        unconditionally agrees that if the LC Facility Issuing Bank makes a LC Facility
        LC Disbursement which is not reimbursed by the relevant Borrower(s) when
        due as
        provided in Section 2.19(f) or is required to refund any reimbursement payment
        in respect of a LC Facility LC Disbursement to any Borrower for any reason,
        the
        Administrative Agent shall reimburse the LC Facility Issuing Bank for such
        LC
        Facility Lender’s Applicable Percentage of the amount of such LC Facility LC
        Disbursement from such LC Facility Lender’s Credit-Linked Deposit on deposit in
        the Credit-Linked Deposit Account.

       

      (e)  LC
        Facility Lender Obligations Absolute.
        Each LC
        Facility Lender acknowledges and agrees that its obligation to acquire and
        fund
        participations in respect of LC Facility Letters of Credit pursuant to the
        preceding clause (d) is, and shall be, irrevocable, absolute and unconditional
        and shall not be affected by any circumstance whatsoever, including (A) any
        setoff, counterclaim, recoupment, defense or other right which such LC Facility
        Lender may have against the LC Facility Issuing Bank, the Borrowers or any
        other
        Person for any reason whatsoever; (B) the occurrence or continuance of a
        Default, (C) any amendment, renewal or extension of any LC Facility Letter
        of
        Credit not prohibited under this Agreement, (D) any return of the Credit-Linked
        Deposits to the LC Facility Lenders or (E) any other occurrence, event or
        condition, whether or not similar to any of the foregoing, and that any payment
        made by such LC Facility Lender shall be made without any offset, abatement,
        withholding or reduction whatsoever. Without limiting the foregoing, each
        LC
        Facility Lender irrevocably authorizes the LC Facility Issuing Bank to apply
        amounts of its Credit-Linked Deposit as provided in Section
        2.19(d).

       

      (f)  Drawings
        and Reimbursements, Funding of Participations under LC Facility; Repayment
        of
        Participations.

       

      (i)  Upon
        receipt from the beneficiary of any LC Facility Letter of Credit of any notice
        of a drawing under such LC Facility Letter of Credit, the LC Facility Issuing
        Bank shall notify the applicable Borrower and the Administrative Agent thereof.
        The Borrowers shall reimburse the LC Facility Issuing Bank through the
        Administrative Agent in an amount equal to the amount of such drawing not
        later
        than 12:00 noon on the date of any payment by the LC Facility Issuing Bank
        under
        a LC Facility Letter of Credit (each such date, an “LC
        Facility Honor Date”), if
        the
        Borrowers have received notice of such drawing (and the amount of such drawing)
        prior to 10:00 a.m. on such LC Facility Honor Date, or, if such notice has
        not
        been received by the Borrowers prior to such time on such LC Facility Honor
        Date, then not later than 12:00 noon on (A) the Business Day that the Borrowers
        receive such notice, if such notice is received prior to 10:00 a.m. on the
        day
        of receipt, or (B) the Business Day immediately following the day that such
        Borrower receives such notice, if such notice is not received prior to 10:00
        a.m. on the day of receipt, in each case together with interest accrued on
        such
        LC Facility LC Disbursement from the date such LC Facility LC Disbursement
        is
        made to the date of reimbursement at the rate set forth in Section 2.19(g)
        below. To the extent that a payment of an LC Facility LC Disbursement is
        made
        from the Credit Linked Deposit pursuant to Section 2.19(f)(ii) below, such
        payment shall not constitute payment thereof by the Borrowers and the Borrowers
        shall remain obligated to pay the amount of such LC Facility LC Disbursement
        to
        the Administrative Agent for the account of the LC Facility Lenders. Any
        notice
        given by the Issuing Bank or the Administrative Agent pursuant to this Section
        2.19(f)(i) may be given by telephone if immediately confirmed in writing;
        provided
        that any
        failure to give or delay in giving such notice shall not relieve the Borrowers
        of their obligation to reimburse the LC Facility Issuing Bank and the LC
        Facility Lenders with respect to any such LC Facility LC Disbursement nor
        the LC
        Facility Lenders’ obligations to participate in such LC Facility Letter of
        Credit.

       

      
        
           

        

        
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      (ii)  If
        the
        Borrowers fail to make any payment due under subparagraph (i) of this Section
        2.19(f) with respect to an LC Facility LC Disbursement, the Administrative
        Agent
        shall notify each LC Facility Lender of the amount of the applicable
        unreimbursed LC Facility LC Disbursement (an “Unreimbursed
        Amount”)
        and
        such LC Facility Lender’s Applicable Percentage thereof, and the Administrative
        Agent shall pay to the LC Facility Issuing Bank each LC Facility’s Lender’s
        Applicable Percentage of such Unreimbursed Amount from such LC Facility Lender’s
        Credit-Linked Deposit prior to 1:00 p.m. New York City time on the Business
        Day
        immediately following the date such payment was due. Any payment of an LC
        Facility LC Disbursement from the Credit Linked Deposit shall not constitute
        payment thereof by the Borrowers and the Borrowers shall remain obligated
        to pay
        the amount of such LC Facility LC Disbursement to the Administrative Agent
        for
        the account of the LC Facility Lenders. Promptly following receipt by the
        Administrative Agent of any payment pursuant to subparagraph (i) of this
        Section
        2.19(f) in respect of any LC Facility LC Disbursement (prior to any payment
        to
        the LC Facility Issuing Bank pursuant to the immediately preceding sentence),
        the Administrative Agent shall distribute such payment to the LC Facility
        Issuing Bank.

       

      (iii)  Notwithstanding
        the foregoing, to the extent any amount is on deposit in a cash collateral
        account pursuant to Section 2.19(j), upon receipt by the Administrative Agent
        of
        notice of any LC Facility LC Disbursement, the Administrative Agent shall
        (A)
        notify each LC Facility Lender of the applicable LC Facility LC Disbursement
        and
        such LC Facility Lender’s Applicable Percentage thereof, (B) promptly pay to the
        LC Facility Issuing Bank each LC Facility Lender’s Applicable Percentage of such
        LC Facility LC Disbursement from such LC Facility Lender’s Credit-Linked Deposit
        by 1:00 p.m. on the date such payment is due and (C) promptly pay to each
        LC
        Facility Lender its Applicable Percentage of such amount by depositing such
        amount into the Credit-Linked Deposit Account on behalf of each LC Facility
        Lender, in each case, in an aggregate up to the lesser of (i) the amount
        of the
        LC Facility LC Disbursement, and (ii) the amount of cash collateral pursuant
        to
        Section 2.19(j).

       

      
        
           

        

        
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      (iv)  At
        any
        time after the LC Facility Issuing Bank has made a payment under any LC Facility
        Letter of Credit and has received from any LC Facility Lender such LC Facility
        Lender’s Applicable Percentage of the relevant Unreimbursed Amount in respect of
        such payment in accordance with Section 2.19(f)(ii), if the Administrative
        Agent
        receives for the account of the LC Facility Issuing Bank any payment in respect
        of the related LC Facility LC Disbursement or interest thereon (whether directly
        from the Borrowers or otherwise, including proceeds of cash collateral applied
        thereto by the Administrative Agent), the Administrative Agent will deposit
        into
        the Credit-Linked Deposit Account on behalf of such LC Facility Lender its
        Applicable Percentage thereof (appropriately adjusted, in the case of interest
        payments, to reflect the period of time during which such LC Facility Lender’s
        Applicable Percentage of the relevant Unreimbursed Amount was outstanding)
        in
        the same funds as those received by the Administrative Agent.

       

      (v)  If
        any
        payment received by the Administrative Agent for the account of the LC Facility
        Issuing Bank pursuant to Section 2.19(f)(i) is required to be returned under
        any
        of the circumstances set forth in this Agreement (including pursuant to any
        settlement entered into by the LC Facility Issuing Bank in its discretion)
        and
        the Administrative Agent is unable to reimburse the LC Facility Issuing Bank
        under clause (ii) of this Section 2.19(f), each LC Facility Lender shall
        pay to
        the Administrative Agent for the account of the LC Facility Issuing Bank
        its
        Applicable Percentage thereof on demand of the Administrative Agent, plus
        interest thereon from the date of such demand to the date such amount is
        returned by such LC Facility Lender, at a rate per annum equal to the Federal
        Funds Rate from time to time in effect. The obligations of the LC Facility
        Lenders under this clause shall survive the payment in full of the Obligations
        and the termination of this Agreement.

       

      (vi)  For
        the
        avoidance of doubt, each Borrower hereby jointly and severally unconditionally
        promises to pay to LC Facility Issuing Bank and/or the LC Facility Lenders,
        as
        applicable, for each drawing under each LC Facility Letter of Credit (including,
        without limitation, for each LC Facility LC Disbursement) at the times and
        in
        the manner described in this Section 2.19 (but in no event later than the
        Term
        Loan Maturity Date).

       

      
        
           

        

        
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      (g)  Interim
        Interest.
        If the
        LC Facility Issuing Bank shall make any LC Facility LC Disbursement, then,
        unless the Borrowers shall reimburse such LC Facility LC Disbursement in
        full on
        the date such LC Facility LC Disbursement is made, the unpaid amount thereof
        shall bear interest, for each day from and including the date such LC Facility
        LC Disbursement is made to but excluding the date that the Borrowers reimburse
        such LC Facility LC Disbursement, at the sum of (i) Adjusted LIBO Rate for
        an
        Interest Period of thirty (30) days, plus
        (ii)
        2.25%, plus (iii)
        2%
        per annum (net of any LC Facility Participation Fees paid for such period
        but
        only if and to the extent paid on that portion of the Credit-Linked Deposits
        used to fund such LC Facility LC Disbursement). Interest accrued pursuant
        to
        this paragraph shall be payable on demand (and, in any event, on the Term
        Loan
        Maturity Date) and paid to the account specified by the Administrative Agent
        for
        the account of the LC Facility Issuing Bank, except that interest accrued
        on and
        after the date of payment from the Credit-Linked Deposit of any LC Facility
        Lender to reimburse the LC Facility Issuing Bank shall be for the account
        of
        such LC Facility Lender to the extent of such payment.

       

      (h)  Obligations
        Absolute.
        The
        obligation of the Borrowers to reimburse the LC Facility Issuing Bank and/or
        the
        LC Facility Lenders, as applicable, for each drawing under each LC Facility
        Letter of Credit (including, without limitation, for each LC Facility LC
        Disbursement) as provided in this Section 2.19 shall be absolute, unconditional
        and irrevocable, and shall be paid strictly in accordance with the terms
        of this
        Agreement under all circumstances, including the following:

       

      (i)  any
        lack
        of validity or enforceability of such LC Facility Letter of Credit, this
        Agreement, or any other Loan Document;

       

      (ii)  the
        existence of any claim, counterclaim, setoff, defense or other right that
        either
        Borrower or any Loan Party may have at any time against any beneficiary or
        any
        transferee of such LC Facility Letter of Credit (or any Person for whom any
        such
        beneficiary or any such transferee may be acting), the LC Facility Issuing
        Bank
        or any other Person, whether in connection with this Agreement, the transactions
        contemplated hereby or by such LC Facility Letter of Credit or any agreement
        or
        instrument relating thereto, or any unrelated transaction;

       

      (iii)  any
        draft, demand, certificate or other document presented under such LC Facility
        Letter of Credit proving to be forged, fraudulent, invalid or insufficient
        in
        any respect or any statement therein being untrue or inaccurate in any respect;
        or any loss or delay in the transmission or otherwise of any document required
        in order to make a drawing under such LC Facility Letter of Credit;

       

      (iv)  any
        payment by the LC Facility Issuing Bank under such LC Facility Letter of
        Credit
        against presentation of a draft or certificate that does not strictly comply
        with the terms of such LC Facility Letter of Credit; or any payment made
        by the
        LC Facility Issuing Bank under such LC Facility Letter of Credit to any Person
        purporting to be a trustee in bankruptcy, debtor-in-possession, assignee
        for the
        benefit of creditors, liquidator, receiver or other representative of or
        successor to any beneficiary or any transferee of such LC Facility Letter
        of
        Credit, including in connection with any proceeding under any Debtor Relief
        Law;
        or

       

      
        
           

        

        
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      (v)  any
        other
        circumstance or happening whatsoever, whether or not similar to any of the
        foregoing, including any other circumstance that might otherwise constitute
        a
        defense available to, or a discharge of, either Borrower or any
        Subsidiary.

       

      (i)  Role
        of LC Facility Issuing Bank.
        Each
        LC
        Facility Lender and each Borrower agree that, in paying any drawing under
        a LC
        Facility Letter of Credit, the LC Facility Issuing Bank shall not have any
        responsibility to obtain any document (other than any sight draft, certificates
        and documents expressly required by the LC Facility Letter of Credit) or
        to
        ascertain or inquire as to the validity or accuracy of any such document
        or the
        authority of the person executing or delivering any such document. None of
        the
        LC Facility Issuing Bank, the Administrative Agent, any of their respective
        Related Parties nor any correspondent, participant or assignee of the LC
        Facility Issuing Bank shall be liable to any LC Facility Lender for (i) any
        action taken or omitted in connection herewith at the request or with the
        approval of the LC Facility Lenders or the Required LC Facility Lenders,
        as
        applicable; (ii) any action taken or omitted in the absence of gross negligence
        or willful misconduct; or (iii) the due execution, effectiveness, validity
        or
        enforceability of any document or instrument related to any LC Facility Letter
        of Credit or Issuer Document. Each Borrower hereby assumes all risks of the
        acts
        or omissions of any beneficiary or transferee with respect to its use of
        any LC
        Facility Letter of Credit; provided,
        however, that
        this
        assumption is not intended to, and shall not, preclude either Borrower’s
        pursuing such rights and remedies as it may have against the beneficiary
        or
        transferee at law or under any other agreement. None of the LC Facility Issuing
        Bank, the Administrative Agent, any of their respective Related Parties nor
        any
        correspondent, participant or assignee of the LC Facility Issuing Bank shall
        be
        liable or responsible for any of the matters described in clauses (i) through
        (v) of Section 2.19(h); provided,
        however, that
        anything in such clauses to the contrary notwithstanding, each Borrower may
        have
        a claim against the LC Facility Issuing Bank, and the LC Facility Issuing
        Bank
        may be liable to either Borrower, to the extent, but only to the extent,
        of any
        direct, as opposed to consequential or exemplary, damages suffered by such
        Borrower which such Borrower proves were caused by the LC Facility Issuing
        Bank’s willful misconduct or gross negligence or the LC Facility Issuing Bank’s
        willful failure to pay under any LC Facility Letter of Credit after the
        presentation to it by the beneficiary of a sight draft and certificate(s)
        strictly complying with the terms and conditions of a LC Facility Letter
        of
        Credit. In furtherance and not in limitation of the foregoing, the LC Facility
        Issuing Bank may accept documents that appear on their face to be in order,
        without responsibility for further investigation, regardless of any notice
        or
        information to the contrary, and the LC Facility Issuing Bank shall not be
        responsible for the validity or sufficiency of any instrument transferring
        or
        assigning or purporting to transfer or assign a LC Facility Letter of Credit
        or
        the rights or benefits thereunder or proceeds thereof, in whole or in part,
        which may prove to be invalid or ineffective for any reason.

       

      
        
           

        

        
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      (j)  Cash
        Collateral.
        (i)
        If
        any Event of Default shall occur and be continuing, on the Business Day that
        the
        Borrowers receive notice from the Administrative Agent or the Required LC
        Facility Lenders demanding the deposit of cash collateral pursuant to this
        paragraph (provided that the obligation to deposit such cash collateral shall
        become effective immediately, and such deposit shall become immediately due
        and
        payable, without demand or other notice of any kind, upon the occurrence
        of any
        Event of Default with respect to a Borrower described in clause (g) or (h)
        of
        Article VII) or (ii) upon the request of the Administrative Agent, (A) if
        the LC
        Facility Issuing Bank has honored any full or partial drawing request under
        any
        LC Facility Letter of Credit and such drawing has resulted in an LC Facility
        LC
        Disbursement, or (B) if, as of the date that is five Business Days prior
        to the
        Term Loan Maturity Date, any LC Facility LC Obligation for any reason remains
        outstanding, the Borrowers shall, in each case, immediately deposit in a
        blocked, interest bearing deposit account with the Administrative Agent,
        in the
        name of the Administrative Agent and for the benefit of the Lenders, an amount
        in cash equal to 105% of the LC Facility LC Obligations as of such date plus
        any
        accrued and unpaid interest thereon. Such cash collateral shall be held by
        the
        Administrative Agent as collateral for the payment and performance of the
        Obligations. The Administrative Agent shall have exclusive dominion and control,
        including the exclusive right of withdrawal, over such account. Moneys in
        such
        account (including any interest accrued thereon) shall be applied by the
        Administrative Agent to reimburse the LC Facility Issuing Bank for LC Facility
        LC Disbursements for which it has not been reimbursed and, to the extent
        not so
        applied, shall be held for the satisfaction of the reimbursement obligations
        of
        the Borrowers for the LC Facility LC Obligations at such time or, if the
        maturity of the Loans has been accelerated shall be applied to satisfy other
        Obligations. If the Borrowers are required to provide an amount of cash
        collateral hereunder as a result of the occurrence of an Event of Default,
        such
        amount (including any interest accrued thereon), to the extent not applied
        as
        aforesaid, shall be returned to the Borrowers within three Business Days
        after
        all Events of Default have been cured or waived. The Borrowers shall also
        provide cash collateral for LC Facility Letters of Credit as provided in
        Section
        2.07.

       

      (k)  Applicability
        of ISP.
        Unless
        otherwise expressly agreed by the LC Facility Issuing Bank and the Borrowers
        when a LC Facility Letter of Credit is issued (including any such agreement
        applicable to an Existing Letter of Credit), the rules of (i) the ISP shall
        apply to each standby LC Facility Letter of Credit and (ii) the rules of
        the
        Uniform Customs and Practice for Documentary Credits, as most recently published
        by the International Chamber of Commerce at the time of issuance shall apply
        to
        each commercial LC Facility Letter of Credit.

       

      (l)  Conflict
        with Issuer Documents.
        In
        the
        event of any conflict between the terms hereof and the terms of any Issuer
        Document, the terms hereof shall control.

       

      (m)  LC
        Facility Letters of Credit Issued for Loan Parties other than a
        Borrower.
        Notwithstanding
        that a LC Facility Letter of Credit issued or outstanding hereunder is in
        support of any obligations of, or is for the account of, a Loan Party other
        than
        a Borrower, the Borrowers shall be jointly and severally obligated to reimburse
        the LC Facility Issuing Bank hereunder for any and all drawings under such
        LC
        Facility Letter of Credit. The Borrowers hereby acknowledge that the issuance
        of
        LC Facility Letters of Credit for the account of Loan Parties other than
        a
        Borrower inures to the benefit of the Borrowers, and that the businesses
        of the
        Borrowers derive substantial benefits from the businesses of such other Loan
        Parties.

       

      
        
           

        

        
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      (n)  Redesignation
        of LC Facility Letters of Credit as Revolving Letters of Credit.
        The
        Borrowers may redesignate, from time to time, upon written notice (together
        with
        a Letter of Credit Application addressed to the Revolving Issuing Bank) to
        the
        Administrative Agent, the LC Facility Issuing Bank and the Revolving Issuing
        Bank, any LC Facility Letter of Credit issued under this Section 2.19 as
        a
        Revolving Letter of Credit issued under Section 2.04; provided
        that
        such notice shall only be effective if the conditions to the issuance of
        a
        Revolving Letter of Credit under Section 2.04 are satisfied at the time of
        such
        redesignation. Subject to the immediately preceding sentence, five (5) Business
        Days after such notice is received by the Administrative Agent, the LC Facility
        Issuing Bank and the Revolving Issuing Bank, such LC Facility Letter of Credit
        shall be, and shall be deemed to be for all purposes hereunder, a Revolving
        Letter of Credit issued under Section 2.04 (including, without limitation,
        the
        obligation of the Revolving Lenders to reimburse the Revolving Issuing Bank
        of
        any unreimbursed LC Disbursements with respect to such redesignated Letter
        of
        Credit).

       

      SECTION
        2.20  Credit-Linked
        Deposit Account. (a)
        The
        Credit-Linked Deposits shall be held by the Administrative Agent in the
        Credit-Linked Deposit Account, and no party other than the Administrative
        Agent
        shall have a right of withdrawal from the Credit-Linked Deposit Account or
        any
        other right or power with respect to the Credit-Linked Deposits. Notwithstanding
        anything herein to the contrary, the funding obligation of each LC Facility
        Lender in respect of its participation in LC Facility Letters of Credit shall
        be
        satisfied in full upon the funding of its Credit-Linked Deposit.

       

      (b)  Each
        of
        the Administrative Agent, the LC Facility Issuing Bank and each LC Facility
        Lender hereby acknowledges and agrees that each LC Facility Lender is funding
        its Credit-Linked Deposit to the Administrative Agent for application in
        the
        manner contemplated by Section 2.19 hereof. The Administrative Agent has
        agreed
        to invest the Credit-Linked Deposits which are actually on deposit in the
        Credit-Linked Deposit Account from time to time (after giving effect to any
        application of Credit-Linked Deposits to fund unreimbursed LC Facility LC
        Disbursements) so as to endeavor to earn a return (subject to clause (e)
        below)
        for the LC Facility Lenders equal to the Adjusted LIBO Rate for an interest
        period of thirty (30) days (reset daily). Each LC Facility Lender’s Applicable
        Percentage of interest accrued through and including the last day of March,
        June, September and December of each year shall be payable on the first Business
        Day following such last day, commencing on the first such date to occur after
        the Closing Date, and on each other day that the LC Facility Participation
        Fee
        is required to be paid pursuant to Section 2.10(c). The Administrative Agent
        waives its right to setoff against the Credit-Linked Deposits with respect
        to
        obligations of the Lenders not arising under this Credit Agreement or the
        other
        Loan Documents.

       

      (c)  The
        Borrowers shall have no right, title or interest in or to the Credit-Linked
        Deposits and no obligations with respect thereto, it being acknowledged and
        agreed by the parties hereto that the making of the Credit-Linked Deposits
        by
        the LC Facility Lenders, the provisions of this Section 2.20 and the application
        of the Credit-Linked Deposits in the manner contemplated by Section 2.19
        constitute agreements among the Administrative Agent, the LC Facility Issuing
        Bank and each LC Facility Lender with respect to the funding obligations
        of each
        LC Facility Lender in respect of its participation in LC Facility Letters
        of
        Credit and do not constitute any loan or extension of credit to any Borrower.
        Any payment of an LC Facility LC Disbursement from the Credit Linked Deposit
        shall not constitute payment thereof by the Borrowers and the Borrowers shall
        remain obligated to pay the amount of such LC Facility LC Disbursement to
        the
        Administrative Agent for the account of the LC Facility Lenders.

       

      
        
           

        

        
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      (d)  Subject
        to Section 2.09(e), each LC Facility Lender’s Credit-Linked Deposit remaining on
        deposit in the Credit-Linked Deposit Account will be returned to such LC
        Facility Lender on the first date on or after the Term Loan Maturity Date
        on
        which the LC Facility LC Obligations have been permanently reduced to
        zero.

       

      (e)  If,
        for
        any date of determination of the Adjusted LIBO Rate the Administrative Agent,
        shall have determined (which determination shall be conclusive and binding
        on
        each LC Facility Lender) that, by reason of circumstances affecting the relevant
        market, adequate and reasonable means do not exist for ascertaining the Adjusted
        LIBO Rate, the Administrative Agent shall give notice thereof to the LC Facility
        Lenders and until such notice has been withdrawn, the Credit-Linked Deposits
        on
        deposit in the Credit-Linked Deposit Account shall be invested so as to earn
        a
        return equal to the greater of the Federal Funds Rate and a rate determined
        by
        the Administrative Agent in accordance with banking industry rules on interbank
        compensation.

       

      (f)  The
        Administrative Agent shall maintain a register including a subaccount for
        each
        LC Facility Lender, in which such register and such subaccounts (taken together)
        shall be recorded (i) the amount of each Credit-Linked Deposit, (ii) the
        amount
        of LC Facility LC Disbursements and amounts payable pursuant to Section 2.19
        in
        respect of each such Credit-Linked Deposit and (iii) the amount of any
        reductions to the Total Credit-Linked Deposits and the reduction in the amount
        of Credit-Linked Deposits of each LC Facility Lender as a result thereof
        and the
        amount of any sum received by the Administrative Agent hereunder for the
        account
        of the LC Facility Lenders and each LC Facility Lender’s share thereof. The
        entries in the such register shall be conclusive, in the absence of manifest
        error.

       

      (g)  In
        the
        event that, notwithstanding the intent of the parties hereto, it is held
        by a
        court of competent jurisdiction that the Credit-Linked Deposit Account and/or
        the Credit-Linked Deposits are an asset of any Borrower, each Borrower hereby
        grants to the Administrative Agent, for the benefit of the Administrative
        Agent,
        the LC Facility Issuing Bank and the LC Facility Lenders, a security interest
        in
        and lien upon the Credit-Linked Deposit Account, the Credit-Linked Deposits
        and
        all products and proceeds thereof as collateral security for the prompt payment
        in full of all LC Facility LC Obligations. In the event that, notwithstanding
        the intent of the parties hereto, it is held by a court of competent
        jurisdiction that the Credit-Linked Deposit Account and/or the Credit-Linked
        Deposits are an asset of any Borrower, the Borrowers jointly and severally
        promise to repay to the Administrative Agent, for the benefit of the LC Facility
        Lenders, the aggregate amount of the Credit-Linked Deposits on the first
        date on
        or after the Term Loan Maturity Date on which the LC Facility LC Obligations
        have been permanently reduced to zero (without giving effect to clause (c)
        of
        the definition of LC Facility LC Obligations).

       

      
        
           

        

        
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      SECTION
        2.21  Failure
        to Satisfy Conditions Precedent; Obligations of the Lenders Several.
(a)
        If any
        Lender makes available to the Administrative Agent funds for any Loan to
        be made
        by such Lender as provided in the foregoing provisions of this Article II,
        and
        such funds are not made available to the Borrowers by the Administrative
        Agent
        because the conditions to the applicable Credit Event set forth in Article
        IV
        are not satisfied or waived in accordance with the terms hereof, the
        Administrative Agent shall return such funds (in like funds as received from
        such Lender) to such Lender, without interest.

       

      (b)
        The
        obligations of the Lenders hereunder to make Loans and to fund participations
        in
        Letters of Credit and to make payments pursuant to Section 9.03(c) are several
        and not joint. The failure of any Lender to make any Loan, deposit any
        Credit-Linked Deposit, to fund any such participation or to make any payment
        under Section 9.03(c) on any date required hereunder shall not relieve any
        other
        Lender of its corresponding obligation to do so on such date, and no Lender
        shall be responsible for the failure of any other Lender to so make its Loans,
        to deposit its Credit-Linked Deposit, to purchase its participation or to
        make
        its payment under Section 9.03(c).

       

      ARTICLE
        III.

       

      Representations
        and Warranties

       

      Each
        of
        Parent, Denny’s Holdings, DFO and the Borrowers represents and warrants to the
        Administrative Agent, the Collateral Agent, each Issuing Bank and each of
        the
        Lenders that:

       

      SECTION
        3.01  Organization;
        Powers. Each
        of
        Parent, the Borrowers and the Subsidiaries (a) is a corporation or limited
        liability company, as applicable, duly organized, validly existing and in
        good
        standing under the laws of the jurisdiction of its organization, (b) has
        all
        requisite power and authority to own its property and assets and to carry
        on its
        business as now conducted and as proposed to be conducted, (c) is qualified
        to
        do business in, and is in good standing in, every jurisdiction where such
        qualification is required, except where the failure so to qualify could not
        reasonably be expected to result in a Material Adverse Effect, and (d) has
        the
        corporate power and authority to execute, deliver and perform its obligations
        under each of the Loan Documents and each other agreement or instrument
        contemplated hereby to which it is or will be a party and, in the case of
        the
        Borrowers, to borrow hereunder.

       

      SECTION
        3.02  Authorization.
        The
        execution, delivery and performance by each Loan Party of each of the Loan
        Documents, the Borrowings and other extensions of credit hereunder and the
        transactions contemplated by the Loan Documents (collectively, the “Transactions”)
        (a)
        have
        been duly authorized by all requisite corporate and, if required, stockholder
        or
        member action and (b) will not (i) violate (A) any provision of law, statute,
        rule or regulation, or of the certificate or articles of incorporation or
        other
        constitutive documents or by-laws of Parent, any Borrower or any Subsidiary,
        (B)
        any order of any Governmental Authority or (C) any provision of any indenture,
        agreement or other instrument to which Parent, any Borrower or any Subsidiary
        is
        a party or by which any of them or any of their property is or may be bound,
        (ii) be in conflict with, result in a breach of or constitute (alone or with
        notice or lapse of time or both) a default under, or give rise to any right
        to
        accelerate or to require the prepayment, repurchase or redemption of any
        obligation under any such indenture, agreement or other instrument or (iii)
        result in the creation or imposition of any Lien upon or with respect to
        any
        property or assets now owned or hereafter acquired by Parent, any Borrower
        or
        any Subsidiary (other than any Lien created hereunder or under the Security
        Documents).

       

      
        
           

        

        
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      SECTION
        3.03  Enforceability.
        This
        Agreement has been duly executed and delivered by Parent, Denny’s Holdings, DFO
        and each Borrower and constitutes, and each other Loan Document when executed
        and delivered by each Loan Party thereto will constitute, a legal, valid
        and
        binding obligation of such Loan Party enforceable against such Loan Party
        in
        accordance with its terms.

       

      SECTION
        3.04  Governmental
        and Third Party Approvals. No
        action, consent or approval of, registration or filing with or any other
        action
        by any Governmental Authority is or will be required in connection with the
        Transactions, except for (a) the filing of Uniform Commercial Code financing
        statements and filings with the United States Patent and Trademark Office
        and
        the United States Copyright Office, (b) recordation of the Mortgages or
        amendments thereto, (c) customary filings of the Parent with the SEC on or
        after
        the Closing Date to satisfy its disclosure obligations with respect to the
        Transactions, and (d) such as have been made or obtained and are in full
        force
        and effect. No consent or approval of, registration or filing with or any
        other
        action by any party with whom any Loan Party has entered into material
        agreements and/or instruments by which such Loan Party or any of its properties
        may be bound is or will be required in connection with the
        Transactions.

       

      SECTION
        3.05  Financial
        Statements. Parent
        has heretofore furnished to the Lenders its consolidated balance sheets,
        statements of income and cash flows (i) as of and for the fiscal year ended
        December 28, 2005, which have been audited by and accompanied by the opinion
        of
        KPMG LLP, independent public accountants, and (ii) as of and for the fiscal
        quarter and the portion of the fiscal year ended September 27, 2006, certified
        by its chief financial officer. Such financial statements present fairly
        the
        financial condition and results of operations and cash flows of Parent and
        the
        consolidated Subsidiaries as of such dates and for such periods. Such balance
        sheets and the notes thereto disclose, as and to the extent required by GAAP,
        all material liabilities, direct or contingent, of Parent and the consolidated
        Subsidiaries as of the dates thereof and, as of such dates, there were no
        other
        material liabilities, direct or contingent, of Parent or the Subsidiaries,
        except as disclosed in the Confidential Information Memorandum. The financial
        statements referred to in this Section 3.05 were
        prepared in accordance with GAAP applied on a consistent basis, subject,
        in the
        case of the financial statements referred in clause (ii) above, to normal
        year-end audit adjustments. To the best knowledge of the Loan Parties, no
        Internal Control Event exists or has occurred since December 28, 2005 that
        has
        resulted in or could reasonably be expected to result in a misstatement in
        any
        material respect, in any financial information delivered or to be delivered
        to
        the Administrative Agent or the Lenders, of (i) covenant compliance calculations
        provided under the Existing Credit Agreement or hereunder or (ii) the assets,
        liabilities, financial condition or results of operations of the Parent and
        its
        consolidated Subsidiaries on a consolidated basis.

       

      
        
           

        

        
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      SECTION
        3.06  No
        Material Adverse Change. There
        has
        been no material adverse change in the business, assets, operations, properties,
        condition (financial or otherwise), liabilities (including potential
        environmental and employee health and safety liabilities and other contingent
        liabilities), prospects or material agreements of Parent, the Borrowers and
        the
        Subsidiaries, taken as a whole, since December 28, 2005.

       

      SECTION
        3.07  Title
        to Properties, Possession Under Leases. (a)
        Each of
        Parent, the Borrowers and the Subsidiaries has good and marketable title
        to, or
        valid leasehold interests in, all its material properties and assets (including
        the Mortgaged Properties), except for minor defects in title that do not
        interfere with its ability to conduct its business as currently conducted
        or to
        utilize such properties and assets for their intended purposes. All such
        material properties and assets are free and clear of Liens, other than Liens
        expressly permitted by Section 6.02.

       

      (b)  Each
        of
        Parent, the Borrowers and the Subsidiaries has complied with all obligations
        under all material leases to which it is a party and all such leases are
        in full
        force and effect. Each of Parent, the Borrowers and the Subsidiaries enjoys
        peaceful and undisturbed possession under all such material leases, subject
        to
        the rights of subtenants and assignees, as applicable.

       

      (c)  Except
        as
        set forth on Schedule
        3.07(c),
        none of
        the Loan Parties has received any notice of, or has any knowledge of, any
        pending or contemplated condemnation proceeding affecting the Mortgaged Property
        or any sale or disposition thereof in lieu of condemnation.

       

      (d)  None
        of
        Parent, the Borrowers or the Subsidiaries is obligated under any right of
        first
        refusal, option or other contractual right to sell, assign or otherwise dispose
        of any Mortgaged Property or any interest therein.

       

      SECTION
        3.08  Subsidiaries.
        Schedule
        3.08 sets forth as of the Closing Date a list of all Subsidiaries and the
        percentage ownership interest of Parent, any Borrower or any Subsidiary therein.
        The Equity Interests so indicated on Schedule 3.08 are fully paid and
        non-assessable and are owned by Parent, a Borrower or a Subsidiary free and
        clear of all Liens.

       

      SECTION
        3.09  Litigation;
        Compliance with Laws. (a)
        Except
        as set forth on Schedule
        3.09,
        there
        are not any actions, suits, investigations or proceedings at law or in equity
        or
        by or before any Governmental Authority now pending or, to the knowledge
        of
        Parent or any Borrower, threatened against or affecting Parent, any Borrower
        or
        any Subsidiary or any business, property or rights of any such person (i)
        that
        involve any Loan Document or the Transactions or (ii) that have had or are
        reasonably likely to have, either individually or in the aggregate, a Material
        Adverse Effect.

       

      (b)  None
        of
        Parent, the Borrowers or any of the Subsidiaries or any of their respective
        material properties or assets is in violation of, nor will the continued
        operation of their material properties and assets as currently conducted
        violate, any law, rule or regulation (including any zoning, building,
        Environmental Law, ordinance, code or approval or any building permits) or
        any
        restrictions of record or agreements affecting the Mortgaged Property, or
        is in
        default with respect to any judgment, writ, injunction, decree or order of
        any
        Governmental Authority, where such violation or default could reasonably
        be
        expected to result in a Material Adverse Effect.

       

      
        
           

        

        
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      (c)  The
        construction of, and the operation of the businesses at, each of the Mortgaged
        Properties is in material compliance with all applicable laws.

       

      SECTION
        3.10  Agreements;
        No Default. (a)
        None of
        Parent, the Borrowers or any Subsidiary is a party to any agreement or
        instrument or subject to any corporate restriction that has resulted or could
        reasonably be expected to result in a Material Adverse Effect.

       

      (b)  None
        of
        Parent, the Borrowers or any Subsidiary is in default in any manner under
        any
        provision of any indenture or other agreement or instrument evidencing
        Indebtedness, or any other material agreement or instrument to which it is
        a
        party or by which it or any of its properties or assets are or may be bound,
        where such default could reasonably be expected to result in a Material Adverse
        Effect.

       

      (c)  No
        Default or Event of Default has occurred and is continuing or would result
        from
        the consummation of the transactions contemplated by this Agreement or any
        other
        Loan Document.

       

      SECTION
        3.11  Federal
        Reserve Regulations. (a)
        None of
        Parent, the Borrowers or any of the Subsidiaries is engaged principally,
        or as
        one of its important activities, in the business of extending credit for
        the
        purpose of buying or carrying Margin Stock.

       

      (b)  No
        part
        of the proceeds of any Loan or any Letter of Credit will be used, whether
        directly or indirectly, and whether immediately, incidentally or ultimately,
        for
        any purpose that entails a violation of, or that is inconsistent with, the
        provisions of the Regulations of the Board, including Regulation U or Regulation
        X.

       

      SECTION
        3.12  Investment
        Company Act, Public Utility Holding Company Act, Federal Power
        Act.
        None of
        Parent, the Borrowers or any Subsidiary is (a) an “investment company” as
        defined in, or subject to regulation under, the Investment Company Act of
        1940,
        (b) a "holding company", or a "subsidiary company" of a "holding company",
        or an
        "affiliate" of a "holding company", as such terms are defined in the Public
        Utility Holding Company Act of 2005; or (c) subject to regulation as a "public
        utility" under the Federal Power Act, as amended.

       

      SECTION
        3.13  [RESERVED]
        

       

      SECTION
        3.14  Tax
        Returns. Each
        of
        Parent, the Borrowers and the Subsidiaries has filed or caused to be filed
        all
        Federal, state, local and foreign tax returns or materials required to have
        been
        filed by it (except for any non-material state, local or foreign returns)
        and
        has paid or caused to be paid all taxes due and payable by it and all
        assessments received by it, except taxes that are being contested in good
        faith
        by appropriate proceedings and for which Parent, the Borrowers or such
        Subsidiary, as applicable, shall have set aside on its books adequate
        reserves.

       

      
        
           

        

        
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      SECTION
        3.15  No
        Material Misstatements. None
        of
        (a) the Confidential Information Memorandum or (b) any other information,
        report, financial statement, exhibit or schedule furnished by or on behalf
        of
        Parent or the Borrowers to the Administrative Agent or any Lender in connection
        with the negotiation of any Loan Document or included therein or delivered
        pursuant thereto, taken as a whole together with any other information
        (including the Confidential Information Memorandum) so furnished, contained,
        contains or will contain any material misstatement of fact or omitted, omits
        or
        will omit to state any material fact necessary to make the statements therein,
        in the light of the circumstances under which they were, are or will be made,
        not misleading; provided
        that
        to
        the extent that such information was subsequently replaced, prior to the
        Closing
        Date, by other information expressly correcting such earlier information
        (and
        the Administrative Agent and Lenders were expressly informed by or on behalf
        of
        Parent or the Borrowers that such other information was correcting such earlier
        information), the foregoing representation does not apply to such earlier
        information.

       

      SECTION
        3.16  Employee
        Benefit Plans. Each
        of
        Parent, the Borrowers and their ERISA Affiliates is in compliance in all
        material respects with the applicable provisions of ERISA and the Code and
        the
        regulations and published interpretations thereunder. No ERISA Event has
        occurred or is reasonably expected to occur that, when taken together with
        all
        other such ERISA Events, could reasonably be expected to result in material
        liability of Parent, the Borrowers or any of their ERISA Affiliates. The
        present
        value of all benefit liabilities under each Plan (based on those assumptions
        used to fund such Plan) did not, as of the last annual valuation date applicable
        thereto, exceed by more than $5,000,000 the fair market value of the assets
        of
        such Plan (assuming the accrual of contributions for the current or immediately
        preceding Plan year not yet due), and the present value of all benefit
        liabilities of all underfunded Plans (based on those assumptions used to
        fund
        each such Plan) did not, as of the last annual valuation dates applicable
        thereto, exceed by more than $5,000,000 the fair market value of the assets
        (assuming the accrual of contributions for the current or immediately preceding
        Plan year not yet due) of all such underfunded Plans.

       

      SECTION
        3.17  Environmental
        Matters. Except
        as
        set forth in Schedule
        3.17:

       

      (a)  the
        properties owned or operated by Parent, the Borrowers and the Subsidiaries
        (the
“Properties”) do not contain any Hazardous Materials in amounts or
        concentrations which (i) constitute, or constituted a violation of, (ii)
        require
        Remedial Action under, or (iii) could otherwise give rise to liability under,
        Environmental Laws, which violations, Remedial Actions and liabilities, in
        the
        aggregate, could reasonably be expected to result in a Material Adverse
        Effect;

       

      (b)  the
        Properties and all operations of Parent, the Borrowers and the Subsidiaries
        are
        in compliance, and in the last five years have been in compliance, with all
        Environmental Laws, and all necessary Environmental Permits have been obtained
        and are in effect, except to the extent that such non-compliance or failure
        to
        obtain any necessary permits, in the aggregate, could not reasonably be expected
        to result in a Material Adverse Effect;

       

      
        
           

        

        
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      (c)  there
        have been no Releases or threatened Releases at, from, under or proximate
        to the
        Properties or otherwise in connection with the operations of Parent, the
        Borrowers or the Subsidiaries, which Releases or threatened Releases, in
        the
        aggregate, could reasonably be expected to result in a Material Adverse
        Effect;

       

      (d)  none
        of
        Parent, the Borrowers or any of the Subsidiaries has received any notice
        of an
        Environmental Claim in connection with the Properties or the operations of
        Parent, the Borrowers or the Subsidiaries or with regard to any person whose
        liabilities for environmental matters Parent, the Borrowers or the Subsidiaries
        has retained or assumed, in whole or in part, contractually, by operation
        of law
        or otherwise, which, in the aggregate, could reasonably be expected to result
        in
        a Material Adverse Effect, nor do Parent, the Borrowers or the Subsidiaries
        have
        reason to believe that any such notice will be received or is being threatened;
        and

       

      (e)  Hazardous
        Materials have not been transported from the Properties, nor have Hazardous
        Materials been generated, treated, stored or disposed of at, on or under
        any of
        the Properties in a manner that could give rise to liability under any
        Environmental Law, nor have Parent, the Borrowers or the Subsidiaries retained
        or assumed any liability, contractually, by operation of law or otherwise,
        with
        respect to the generation, treatment, storage or disposal of Hazardous
        Materials, which transportation, generation, treatment, storage or disposal,
        or
        retained or assumed liabilities, in the aggregate, could reasonably be expected
        to result in a Material Adverse Effect.

       

      SECTION
        3.18  Insurance.
        Schedule
        3.18
        sets
        forth a true, complete and correct description of all insurance maintained
        by
        Parent or any Borrower or by Parent or any Borrower for the Subsidiaries
        as of
        the Closing Date. As of each such date, such insurance is in full force and
        effect and all premiums have been duly paid. Parent, the Borrowers and the
        Subsidiaries have insurance in such amounts and covering such risks and
        liabilities as are in accordance with normal industry practice.

       

      SECTION
        3.19  Security
        Documents. (a)
        The
        Guarantee and Collateral Agreement is effective to create in favor of the
        Collateral Agent, for the benefit of the Secured Parties, a legal, valid
        and
        enforceable security interest in the Pledged Collateral (as defined in the
        Guarantee and Collateral Agreement) and, when the Pledged Collateral is
        delivered to the Collateral Agent, the Guarantee and Collateral Agreement
        shall
        constitute a fully perfected and first priority Lien on, and security interest
        in, all right, title and interest of the pledgors thereunder in such Pledged
        Collateral, in each case prior and superior in right to any other
        person.

       

      (b)  The
        Guarantee and Collateral Agreement is effective to create in favor of the
        Collateral Agent, for the benefit of the Secured Parties, a legal, valid
        and
        enforceable security interest in the Collateral (as defined in the Guarantee
        and
        Collateral Agreement) and, when financing statements in appropriate form
        are
        filed in the offices specified on Schedule 6 to the Perfection Certificate,
        the
        Guarantee and Collateral Agreement shall constitute a fully perfected Lien
        on,
        and security interest in, all right, title and interest of the grantors
        thereunder in such Collateral (other than the Intellectual Property (as defined
        in the Guarantee and Collateral Agreement) in which a lien, pursuant to
        applicable law, may only be perfected by a filing with the United States
        Patent
        and Trademark Office or the United States Copyright Office), as to which
        perfection is effected through the filing of such financing statements, in
        each
        case prior and superior in right to any other person, other than with respect
        to
        Liens expressly permitted by Section 6.02.

       

      
        
           

        

        
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      (c)  When
        the
        Guarantee and Collateral Agreement is filed in the United States Patent and
        Trademark Office and the United States Copyright Office, the Guarantee and
        Collateral Agreement shall constitute a fully perfected Lien on, and security
        interest in, all right, title and interest of the grantors thereunder in
        the
        Intellectual Property (as defined in the Guarantee and Collateral Agreement)
        in
        which a lien, pursuant to applicable law, may only be perfected by a filing
        with
        the United States Patent and Trademark Office or the United States Copyright
        Office, in each case prior and superior in right to any other person (it
        being
        understood that subsequent recordings in the United States Patent and Trademark
        Office and the United States Copyright Office may be necessary to perfect
        a lien
        on registered trademarks, trademark applications and copyrights acquired
        by the
        grantors after the Closing Date).

       

      (d)  Each
        Mortgage is effective to create in favor of the Collateral Agent, for the
        benefit of the Secured Parties, a legal, valid and enforceable Lien on all
        of
        the right, title and interest in and to the Mortgaged Property thereunder
        and
        the proceeds thereof, and when filed in the offices specified on Schedule
        3.19(d) with respect thereto, each Mortgage shall constitute a fully perfected
        Lien on, and security interest in, the Mortgaged Property thereunder and
        the
        proceeds thereof, in each case prior and superior in right to any other person,
        other than with respect to the rights of persons pursuant to Liens expressly
        permitted by Section 6.02.

       

      SECTION
        3.20  Labor
        Matters. As
        of the
        Closing Date, there are no strikes, lockouts or slowdowns against Parent,
        any
        Borrower or any Subsidiary pending or, to the knowledge of Parent or any
        Borrower, threatened. The hours worked by and payments made to employees
        of
        Parent, each Borrower and each Subsidiary have not been in violation of the
        Fair
        Labor Standards Act or any other applicable Federal, state, local or foreign
        law
        dealing with such matters (except for any violations that, individually or
        in
        the aggregate, would not be material). All payments due from Parent, any
        Borrower or any Subsidiary, or for which any claim may be made against Parent,
        any Borrower or such Subsidiary, on account of wages and employee health
        and
        welfare insurance and other benefits (except for any payments or claims that,
        individually or in the aggregate, if not paid, would not be material), have
        been
        paid or accrued as a liability on the books of Parent, any Borrower or such
        Subsidiary. The consummation of the Transactions will not give rise to any
        right
        of termination or right of renegotiation on the part of any union under any
        collective bargaining agreement to which Parent, any Borrower or any Subsidiary
        is bound.

       

      SECTION
        3.21  Solvency.
        Immediately
        after the consummation of the Transactions to occur on the Closing Date and
        immediately following the making of each Loan made on the Closing Date and
        after
        giving effect to the application of the proceeds of such Loans, (a) the fair
        value of the assets of each Loan Party, at a fair valuation, will exceed
        its
        debts and liabilities, subordinated, contingent or otherwise; (b) in each
        case
        the present fair saleable value of (i) the property of each Borrower and
        (ii)
        the business of Parent and the Subsidiary Loan Parties, taken as a whole,
        will
        be greater than the amount that will be required to pay its probable
        liabilities, subordinated, contingent or otherwise, as such debts and other
        liabilities become absolute and matured; (c) each Loan Party will be able
        to pay
        its debts and liabilities, subordinated, contingent or otherwise, as such
        debts
        and liabilities become absolute and matured; and (d) each Loan Party will
        not
        have unreasonably small capital with which to conduct the business in which
        it
        is engaged as such business is now conducted and is proposed to be conducted
        following the Closing Date.

       

      
        
           

        

        
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      SECTION
        3.22  Intellectual
        Property. Each
        of
        Parent, the Borrowers and the Subsidiaries owns, or is licensed to use, all
        trademarks, tradenames, copyrights, patents and other intellectual property
        material to its business, and the use thereof by Parent, the Borrowers and
        the
        Subsidiaries does not infringe upon the rights of any other person, except
        for
        any such infringements that, individually or in the aggregate, could not
        reasonably be expected to result in a Material Adverse Effect.

       

      ARTICLE
        IV.

       

      Conditions
        of Lending

       

      The
        obligations of the Lenders to make Loans and of any Issuing Bank to issue
        Letters of Credit hereunder are subject to the satisfaction of the following
        conditions:

       

      SECTION
        4.01  All
        Credit Events. The
        obligations of each Lender to make a Loan on the occasion of any Borrowing,
        and
        of each Issuing Bank to issue, amend, renew or extend any Letter of Credit
        (each
        such event being called a “Credit Event”), is subject to the satisfaction of the
        following conditions:

       

      (a)  The
        Administrative Agent shall have received a Borrowing Request as required
        by
        Section 2.03 (or such notice shall have been deemed given in accordance with
        Section 2.03) or, in the case of the issuance of a Letter of Credit, the
        applicable Issuing Bank and the Administrative Agent shall have received
        a
        notice requesting the issuance of such Letter of Credit as required by Sections
        2.04 or 2.19.

       

      (b)  The
        representations and warranties set forth in Article III shall be true and
        correct on and as of the date of such Credit Event with the same effect as
        though made on and as of such date (before and after giving effect to such
        Borrowing or issuance and to the application of the proceeds therefrom),
        except
        to the extent such representations and warranties expressly relate to an
        earlier
        date, including those with a corresponding schedule, in which case the
        representations and warranties that expressly relate to an earlier date shall
        have been true and correct as of such earlier date.

       

      (c)  The
        Borrowers and each other Loan Party shall be in compliance with all the terms
        and provisions set forth herein and in each other Loan Document on its part
        to
        be observed or performed, and at the time of and immediately after such Credit
        Event, no Event of Default or Default shall have occurred and be
        continuing.

       

      
        
           

        

        
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      Each
        Credit Event shall be deemed to constitute a representation and warranty
        by
        Parent and each Borrower on the date of such Credit Event as to the matters
        specified in paragraphs (b) and (c) of this Section 4.01.

       

      SECTION
        4.02  Conditions
        of Initial Credit Event. With
        respect to only the initial Credit Event occurring on the Closing Date, the
        obligations of the Lenders to make Loans and to fund the Credit Linked Deposits
        and of any Issuing Bank to issue Letters of Credit hereunder, except as set
        forth in the Post-Closing Letter, shall not become effective until the date
        on
        which each of the following conditions is satisfied (or waived in accordance
        with Section 9.02):

       

      (a)  The
        Administrative Agent’s receipt of the following, each of which shall be
        originals or telecopies (followed promptly by originals) unless otherwise
        specified, each dated the Closing Date (or, in the case of certificates of
        governmental officials, a recent date before the Closing Date) and each in
        form
        and substance satisfactory to the Administrative Agent and each of the
        Lenders:

       

      (i)  from
        each
        party hereto either (A) a counterpart of this Agreement and each other Loan
        Document to which such party is a signatory signed on behalf of such party
        or
        (B) written evidence satisfactory to the Administrative Agent (which may
        include
        telecopy transmission of a signed signature page of this Agreement) that
        such
        party has signed a counterpart of this Agreement and each other Loan Document
        to
        which such party is a signatory;

       

      (ii)  a
        note in
        the form of Exhibit D executed by the Borrowers in favor of each Lender
        requesting a note;

       

      (iii)  a
        solvency certificate, from the chief financial officer or treasurer of each
        of
        the Borrowers and in form and substance reasonably satisfactory to the
        Administrative Agent and the Lenders, together with such other evidence
        reasonably requested by the Administrative Agent or the Lenders, confirming
        the
        solvency of such Borrower and its subsidiaries after giving effect to the
        transactions contemplated hereby;

       

      (iv)  a
        favorable written opinion of Alston & Bird LLP, counsel for Parent, Denny’s
        Holdings and the Borrowers, substantially as set forth in Exhibit
        G,
        (A)
        dated the Closing Date, (B) addressed to the Issuing Banks, the Administrative
        Agent, the Collateral Agent and the Lenders and (C) covering such other matters
        relating to the Loan Documents and the Transactions as the Administrative
        Agent
        and the Lenders shall reasonably request, including that consummation of
        the
        transactions contemplated hereby shall not (1) violate any applicable law,
        statute, consent decree, rule or regulation or (2) conflict with, or result
        in a
        default or event of default under, any material agreement of Parent or any
        of
        its Subsidiaries, and Parent and the Borrowers hereby request such counsel
        to
        deliver such opinions;

       

      
        
           

        

        
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      (v)  a
        copy
        of, or a certificate as to coverage under, the insurance policies required
        by
        Section 5.02 and the applicable provisions of the Security Documents, each
        of
        which shall be endorsed or otherwise amended to include a “standard” or “New
        York” lender’s loss payable endorsement and to name the Collateral Agent as
        additional insured, in form and substance satisfactory to the Administrative
        Agent and the Lenders;

       

      (vi)  (A)
        a
        copy of the certificate or articles of incorporation, including all amendments
        thereto, of each Loan Party, certified as of a recent date by the Secretary
        of
        State of the state of its organization, and a certificate as to the good
        standing of each Loan Party as of a recent date, from such Secretary of State;
        (B) a certificate of the Secretary or Assistant Secretary of each Loan Party
        substantially as set forth in Exhibit
        H
        dated
        the Closing Date and certifying (1) that attached thereto is a true and complete
        copy of the by-laws of such Loan Party as in effect on the Closing Date and
        at
        all times since a date prior to the date of the resolutions described in
        clause
        (2) below, (2) that attached thereto is a true and complete copy of resolutions
        duly adopted by the Board of Directors of such Loan Party authorizing the
        execution, delivery and performance of the Loan Documents to which such person
        is a party and, in the case of the Borrowers, the Borrowings hereunder, and
        that
        such resolutions have not been modified, rescinded or amended and are in
        full
        force and effect, (3) that the certificate or articles of incorporation of
        such
        Loan Party have not been amended since the date of the last amendment thereto
        shown on the certificate of good standing furnished pursuant to clause (A)
        above, and (4) as to the incumbency and specimen signature of each officer
        executing any Loan Document or any other document delivered in connection
        herewith on behalf of such Loan Party; (C) a certificate of another officer
        as
        to the incumbency and specimen signature of the Secretary or Assistant Secretary
        executing the certificate pursuant to (B) above; and (D) such other documents
        as
        the Lenders, the Issuing Banks or Bingham McCutchen LLP, counsel for the
        Administrative Agent, may reasonably request;

       

      (vii)  a
        certificate, dated the Closing Date and signed by a Financial Officer of
        Parent,
        confirming compliance with the conditions precedent set forth in paragraphs
        (b)
        and (c) of Section 4.01;

       

      (viii)  a
        completed Perfection Certificate dated the Closing Date and signed by an
        executive officer or Financial Officer of the Borrower, together with all
        attachments contemplated thereby, including the results of a search of the
        Uniform Commercial Code (or equivalent) filings made with respect to the
        Loan
        Parties in the jurisdictions contemplated by the Perfection Certificate and
        copies of the financing statements (or similar documents) disclosed by such
        search and evidence reasonably satisfactory to the Administrative Agent and
        the
        Lenders that the Liens indicated by such financing statements (or similar
        documents) are permitted by Section 6.02 or have been released; and

       

      
        
           

        

        
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      (ix)  a
        Borrowing Request signed by the applicable Borrower pursuant to Section
        2.03(b).

       

      (b)  There
        shall have been no event or circumstance since December 28, 2005 that has
        had or
        could be reasonably expected to have, either individually or in the aggregate,
        a
        Material Adverse Effect.

       

      (c)  (i)
        The
        Collateral and Guarantee Requirement shall have been satisfied, (ii) all
        filing
        and recording fees and taxes shall have been duly paid, (iii) the Borrowers
        shall have delivered, and caused each Loan Party to deliver, to the Collateral
        Agent all certificates representing Equity Interests required to be pledged
        pursuant to the Collateral and Guarantee Requirement (other than the Equity
        Interests in La Mirada Enterprises No. 1, Inc.) and (iv) the Collateral Agent,
        for the ratable benefit of the Lenders, shall have a fully perfected first
        priority Lien on, and security interest in, the Collateral.

       

      (d)  All
        requisite Governmental Authorities and third parties shall have approved
        or
        consented to the transactions contemplated hereby to the extent required
        or
        deemed advisable by the Administrative Agent and its counsel (and such approvals
        shall be in full force and effect).

       

      (e)  There
        shall be no action, suit, investigation or proceeding, actual or, to the
        knowledge of Parent, Denny’s Holdings, the Borrowers or any of the Subsidiaries,
        threatened, in any court or before any arbitrator or Governmental Authority
        that, individually or in the aggregate, (i) has a reasonable likelihood of
        restraining, preventing or imposing burdensome conditions on the transactions
        contemplated hereby or (ii) could reasonably be expected to result in a Material
        Adverse Effect.

       

      (f)  All
        Loans
        and Letters of Credit shall be in full compliance with the provisions of
        the
        Regulations of the Board, including Regulation U or Regulation X.

       

      (g)  After
        giving effect to the consummation of the Transactions and the other transactions
        contemplated hereby, Parent and the Subsidiaries shall have no outstanding
        Indebtedness or preferred stock other than (i) the loans and other extensions
        of
        credit under this Agreement, (ii) the 10% Senior Notes, and (iii) other
        Indebtedness permitted under Section 6.01, which is set forth in Schedule
        6.01
        and (iv)
        the shares of Series A Junior Preferred stock of Simeus Holdings, Inc. held
        by
        Denny’s Holdings. The amounts, terms and conditions of all Indebtedness,
        including intercompany Indebtedness and Capital Lease Obligations, to remain
        outstanding after the Closing Date (including terms and conditions relating
        to
        the interest rate, fees, amortization, maturity, prepayment requirements,
        mandatory call or redemption features, sinking funds, security, subordination
        (if any), covenants, events of default and remedies) shall be satisfactory
        in
        all respects to the Administrative Agent and the Lenders.

       

      (h)  The
        Administrative Agent and the Lenders shall be satisfied as to the amount
        and
        nature of all material actual or contingent liabilities (including but not
        limited to environmental and employee health and safety exposures to which
        Parent and the Subsidiaries may be subject), after giving effect to the
        transactions contemplated hereby and with the plans of the Borrowers with
        respect thereto.

       

      
        
           

        

        
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      (i)  The
        Administrative Agent and the Lenders shall be satisfied that (i) each of
        Parent,
        the Borrowers and the Subsidiaries will be able to meet its obligations under
        all employee and retiree welfare plans, (ii) the defined contribution and
        defined benefit plans of Parent, Denny’s Holdings, the Borrowers and their ERISA
        Affiliates are, in all material respects, funded in accordance with the minimum
        statutory requirements, (iii) no “reportable event” (as defined in ERISA, but
        excluding events for which reporting has been waived) has occurred as to
        any
        such employee benefit plan and (iv) no termination of, or withdrawal from,
        any
        such employee benefit plan has occurred or is contemplated that could reasonably
        be expected to result in a material liability.

       

      (j)  The
        Administrative Agent and the Lenders shall have received all fees and other
        amounts due and payable on or prior to the Closing Date, including, to the
        extent invoiced, reimbursement or payment of all out of pocket expenses required
        to be reimbursed or paid by the Borrowers hereunder or under any other Loan
        Document (including the fees and expenses of Bingham McCutchen LLP as sole
        outside counsel for the Administrative Agent and local counsel for the
        Administrative Agent) to the Administrative Agent or the applicable Lenders,
        as
        the case may be.

       

      (k)  The
        Administrative Agent shall be satisfied that that this Agreement shall, except
        to the extent explicitly provided herein, be deemed to amend, restate and
        supersede the Existing Credit Agreement; provided
        that (i)
        the obligations of the parties under the Existing Credit Agreement and the
        grant
        of security interest in the Collateral by the Loan Parties made in connection
        with the Existing Credit Agreement shall continue under this Agreement and
        the
        other Loan Documents, and shall not in any event be terminated, extinguished
        or
        annulled, but shall hereafter be governed by this Agreement,
        (ii)
        all obligations under the Existing Credit Agreement and the other “Loan
        Documents” (as defined in the Existing Credit Agreement) shall continue to be
        outstanding except as expressly modified by this Agreement and shall be governed
        in all respects by this Agreement and the other Loan Documents and (iii)
        all
        interest and fees and expenses, if any, owing or accruing under or in respect
        of
        the Existing Credit Agreement through the Closing Date shall be calculated
        as of
        the Closing Date (pro rated in the case of any fractional periods), and shall
        be
        paid on the Closing Date.

       

      (l)  Substantially
        simultaneously with the initial Credit Event and using a portion of the proceeds
        of the Term Borrowing (i) the principal of and interest on all loans outstanding
        under, and all other amounts due with respect to, the Existing Second Lien
        Credit Documents shall be repaid in full, (ii) all commitments to lend under
        the
        Existing Second Lien Credit Documents shall be permanently terminated, (iii)
        all
        obligations under or relating to the Existing Second Lien Credit Documents
        and
        all security interests related thereto shall be discharged and (iv) the
        Administrative Agent shall receive satisfactory evidence of such repayment,
        termination and discharge.

       

      
        
           

        

        
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      (m)  Following
        the satisfaction of the other conditions precedent in this Section 4.02,
        the
        Total Credit-Linked Deposits from the LC Facility Lenders to be made on the
        Closing Date shall have been deposited with the Administrative
        Agent.

       

      (n)  All
        legal
        matters incident to this Agreement, the Borrowings and extensions of credit
        hereunder and the other Loan Documents shall be satisfactory to the Lenders,
        to
        the Issuing Bank and to Bingham McCutchen LLP, counsel for the Administrative
        Agent.

       

      Without
        limiting the generality of the provisions of Section 8.04, for purposes of
        determining compliance with the conditions specified in this Article IV,
        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 Closing Date specifying its
        objection thereto.

       

      ARTICLE
        V.

       

      Affirmative
        Covenants

       

      Each
        of
        Parent, Denny’s Holdings, DFO and the Borrowers, covenants and agrees with each
        Lender that so long as this Agreement shall remain in effect and until the
        Commitments have been terminated and the principal of and interest on each
        Loan,
        all fees and all other expenses or amounts payable under any Loan Document
        shall
        have been paid in full and all Letters of Credit have been canceled or have
        expired and all amounts drawn thereunder have been reimbursed in full, unless
        the Required Lenders shall otherwise consent in writing, each of Parent,
        Denny’s
        Holdings, DFO and the Borrowers will, and will cause each of the Subsidiaries
        to:

       

      SECTION
        5.01  Existence,
        Businesses and Properties.
        (a)
        Do or
        cause to be done all things necessary to preserve, renew and keep in full
        force
        and effect its legal existence, except as otherwise expressly permitted under
        Section 6.05.

       

      (b)  Do
        or
        cause to be done all things necessary to obtain, preserve, renew, extend
        and
        keep in full force and effect the rights, licenses, permits, franchises,
        authorizations, patents, copyrights, trademarks and trade names material
        to the
        conduct of its business; maintain and operate such business in substantially
        the
        manner in which it is presently conducted and operated; comply in all material
        respects with all applicable laws, rules, regulations (including any zoning,
        building, Environmental Law, ordinance, code or approval or any building
        permits
        or any restrictions of record or agreements affecting the Mortgaged Properties)
        and decrees and orders of any Governmental Authority, whether now in effect
        or
        hereafter enacted; comply in all material respects with all material agreements
        and instruments by which it or any of its properties may be bound; and at
        all
        times maintain and preserve all property material to the conduct of such
        business and keep such property in good repair, working order and condition
        and
        from time to time make, or cause to be made, all needful and proper repairs,
        renewals, additions, improvements and replacements thereto necessary in order
        that the business carried on in connection therewith may be properly conducted
        at all times. If any authorization, consent, approval, permit or license
        from
        any officer, agency or instrumentality of any government shall become necessary
        or required in order that any Loan Party or any of its Subsidiaries may fulfill
        any of its material obligations hereunder or under any of the other Loan
        Documents to which such Loan Party or such Subsidiary is a party, such Loan
        Party will, or (as the case may be) will cause such Subsidiary to, immediately
        take or cause to be taken all commercially reasonable steps within the power
        of
        such Loan Party or such Subsidiary to obtain such authorization, consent,
        approval, permit or license and furnish the Administrative Agent and the
        Lenders
        with evidence thereof.

       

      
        
           

        

        
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      SECTION
        5.02  Insurance.
        Maintain
        with responsible and reputable insurance companies or associations insurance
        in
        such amounts and covering such risks as is consistent with prudent business
        practice for comparable companies in the industry or as otherwise are acceptable
        to the Administrative Agent in its discretion and such additional insurance
        as
        is required by applicable law; provided,
        however, that
        Parent, the Borrowers and the Subsidiaries may self-insure, pursuant to policies
        adopted by the Board of Directors of Parent and reviewed at least once annually,
        to the extent determined in good faith by senior management of Parent to
        be
        consistent with prudent business practice, in the best interest of Parent,
        the
        Borrowers and the Subsidiaries and not materially adverse to the rights and
        interests of the Lenders under this Agreement and the other Loan
        Documents.

       

      SECTION
        5.03  Obligations
        and Taxes. Pay
        its
        Indebtedness and other obligations promptly and in accordance with their
        terms
        and pay and discharge promptly when due all taxes, assessments and governmental
        charges or levies (other than any tax, assessment or governmental charge
        or levy
        in an amount less than $250,000, provided
        that
        the
        failure to pay or discharge the same, individually or in the aggregate, could
        not reasonably be expected to result in a Material Adverse Effect) imposed
        upon
        it or upon its income or profits or in respect of its property, before the
        same
        shall become delinquent or in default, as well as all lawful claims for labor,
        materials and supplies or otherwise (other than any claim for an amount less
        than $250,000, provided
        that
        the
        failure to pay or discharge the same, individually or in the aggregate, could
        not reasonably be expected to result in a Material Adverse Effect) that,
        if
        unpaid, might give rise to a Lien upon such properties or any part thereof;
        provided,
        however, that
        such
        payment and discharge shall not be required with respect to any such tax,
        assessment, charge, levy or claim so long as the validity or amount thereof
        shall be contested in good faith by appropriate proceedings and Parent and
        Borrowers, as applicable, shall have set aside on their books adequate reserves
        with respect thereto in accordance with GAAP and such contest operates to
        suspend collection of the contested obligation, tax, assessment or charge
        and
        enforcement of a Lien and, in the case of the Mortgaged Properties, there
        is no
        risk of forfeiture of such property.

       

      SECTION
        5.04  Financial
        Statements, Reports, etc. In
        the
        case of Parent, furnish to the Administrative Agent:

       

      (a)  within
        90
        days (or within 5 days after any shorter period as the SEC shall specify
        for the
        filing of Annual Reports on Form 10-K) after the end of each fiscal year,
        its
        consolidated balance sheets and related statements of operations, stockholders’
equity and cash flows showing the financial condition of Parent and the
        consolidated Subsidiaries as of the close of such fiscal year and the results
        of
        its operations and the operations of such Subsidiaries during such year,
        all
        audited by KPMG LLP or other independent public accountants of recognized
        national standing and accompanied by an opinion of such accountants (which
        shall
        not be qualified in any material respect) to the effect that such consolidated
        financial statements fairly present the financial condition and results of
        operations of Parent and the consolidated Subsidiaries on a consolidated
        basis
        in accordance with GAAP consistently applied;

       

      
        
           

        

        
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      (b)  within
        45
        days (or within 5 days after any shorter period as the SEC shall specify
        for the
        filing of Quarterly Reports on Form 10-Q), after the end of each of the first
        three fiscal quarters of each fiscal year its consolidated balance sheets
        and
        related statements of operations, stockholders’ equity and cash flows showing
        the financial condition of Parent and the consolidated Subsidiaries as of
        the
        close of such fiscal quarter and the results of its operations and the
        operations of such Subsidiaries during such fiscal quarter and the then elapsed
        portion of the fiscal year, all certified by one of its Financial Officers
        as
        fairly presenting the financial condition and results of operations of Parent
        and the consolidated Subsidiaries on a consolidated basis in accordance with
        GAAP consistently applied, subject to normal year-end audit
        adjustments;

       

      (c)  Reserved;

       

      (d)  concurrently
        with any delivery of financial statements under paragraph (a) or (b) above,
        a
        Compliance Certificate of a Financial Officer, substantially as set forth
        in
Exhibit
        E,
        (i)
        opining on or certifying such statements and certifying that no Event of
        Default
        or Default has occurred or, if such an Event of Default or Default has occurred,
        specifying the nature and extent thereof and any corrective action taken
        or
        proposed to be taken with respect thereto and (ii) setting forth (A)(w) the
        amount of Net Cash Proceeds received from each Asset Sale, the Net Cash Proceeds
        from which are to be applied to acquire Reinvestment Assets pursuant to Section
        2.07(b), (x) the date of such Asset Sale, (y) the amount of such Net Cash
        Proceeds applied to acquire Reinvestment Assets during such period and the
        nature of such Reinvestment Assets (if any) and (z) the amount of such Net
        Cash
        Proceeds required to be applied to reduce the Loans and cash collaterize
        the
        Letters of Credit as set forth in Section 2.07(b), (B)(x) the amount of Net
        Cash
        Proceeds received from each equity issuance or capital contribution, (y)
        the
        date of such equity issuance or capital contribution and (z) the amount of
        such
        Net Cash Proceeds required to be applied to reduce the Loans and cash
        collateralize the Letters of Credit as set forth in Section 2.07(b) and (C)
        reasonably detailed calculations demonstrating compliance with Sections 6.10,
        6.11, 6.12 and 6.13;

       

      (e)  promptly
        after the same become publicly available, copies of all periodic and other
        reports, proxy statements and other materials filed by Parent or any Subsidiary
        with the SEC, or with any national securities exchange, or distributed to
        its
        shareholders, as the case may be;

       

      (f)  not
        later
        than March 31 of each year, projections prepared by the management of Parent
        of
        statements concerning selected financial data (consisting of net sales, earnings
        before interest and taxes, working capital items, capital expenditures and
        depreciation), balance sheets, income statements and cash flow statements,
        on a
        quarterly basis, for such fiscal year; and

       

      
        
           

        

        
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      (g)  promptly,
        from time to time, such other information regarding the operations, business
        affairs and financial condition of Parent, any Borrower or any Subsidiary,
        or
        compliance with the terms of any Loan Document, as the Administrative Agent
        or
        any Lender may reasonably request.

       

      SECTION
        5.05  Litigation
        and Other Notices. Furnish
        to the Administrative Agent, the Issuing Bank and each Lender prompt written
        notice of the following:

       

      (a)  any
        Event
        of Default or Default, specifying the nature and extent thereof and the
        corrective action (if any) taken or proposed to be taken with respect
        thereto;

       

      (b)  the
        filing or commencement of, or any threat or notice of intention of any person
        to
        file or commence, any action, investigation, suit or proceeding, whether
        at law
        or in equity or by or before any Governmental Authority, against Parent,
        any
        Borrower or any Subsidiary that could reasonably be expected to result in
        a
        Material Adverse Effect;

       

      (c)  the
        commencement of, or any material development in, any litigation, investigation
        or proceeding affecting any Loan Party or any Subsidiary thereof pursuant
        to any
        applicable Environmental Laws that could reasonably be expected to result
        in a
        Material Adverse Effect;

       

      (d)  any
        material change in accounting policies (other than as disclosed or to be
        disclosed in public filings by Parent or any Subsidiary with the SEC) or
        financial reporting practices by any Loan Party or any Subsidiary
        thereof;

       

      (e)  the
        determination by KPMG LLP (or other independent public accountants of recognized
        national standing providing the opinion required under Section 5.04(a)) (in
        connection with its preparation of such opinion) or any Loan Party’s
        determination at any time of the occurrence or existence of any Internal
        Control
        Event; and 

       

      (f)  any
        development that has resulted in, or could reasonably be expected to result
        in,
        a Material Adverse Effect.

       

      SECTION
        5.06  Employee
        Benefits. (a)
        Comply in all material respects with the applicable provisions of ERISA and
        the
        Code and (b) furnish to the Administrative Agent as soon as possible after,
        and
        in any event within 30 days after any Responsible Officer of Parent or any
        Borrower or any ERISA Affiliate knows or has reason to know that, any ERISA
        Event has occurred that, alone or together with any other ERISA Event, could
        reasonably be expected to result in liability of Parent or any Subsidiary
        in an
        aggregate amount exceeding $5,000,000 or requiring payments exceeding $1,000,000
        in any year, a statement of a Financial Officer of Parent setting forth details
        as to such ERISA Event and the action, if any, that Parent proposes to take
        with
        respect thereto.

       

      
        
           

        

        
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      SECTION
        5.07  Maintaining
        Records, Access to Properties and Inspections. (a)
        Keep
        proper books of record and account in which full, true and correct entries
        in
        conformity with GAAP and all requirements of law are made of all dealings
        and
        transactions in relation to its business and activities and (b) permit any
        representatives designated by the Administrative Agent or any Lender to visit
        and inspect the financial records and the properties of Parent, any Borrower
        or
        any Subsidiary at reasonable times and as often as reasonably requested and
        to
        make extracts from and copies of such financial records, and permit any
        representatives designated by the Administrative Agent or any Lender to discuss
        the affairs, finances and condition of Parent, any Borrower or any Subsidiary
        with the officers thereof and independent accountants therefor.

       

      SECTION
        5.08  Use
        of Proceeds. Use
        the
        proceeds of (a) a portion of the Term Loans to prepay all amounts outstanding
        under the Existing Credit Agreement and the Existing Second Lien Credit
        Agreement, (b) a portion of the Term Loans to pay fees and expenses in
        connection with the transactions contemplated by this Agreement, and (c)
        the
        Revolving Loans and any remaining balance of the Term Loans for working capital
        and other general corporate purposes (which may include the payment of fees
        and
        expenses in connection with the transactions contemplated by this Agreement)
        and
        request the issuance of Letters of Credit to support payment obligations
        incurred in the ordinary course of business (including workers’ compensation
        insurance policies) by the Borrowers and their respective subsidiaries,
        including, on the Closing Date, to replace the Existing Letters of Credit
        or to
        support payment obligations in respect of the Existing Letters of Credit
        to the
        extent they are not replaced. The Total Credit-Linked Deposits are held by
        the
        Administrative Agent to support the issuance of LC Facility Letters of Credit.
        

       

      SECTION
        5.09  Compliance
        with Environmental Laws. Comply,
        and cause all lessees and other persons occupying its Properties to comply,
        in
        all material respects with all Environmental Laws and Environmental Permits
        applicable to its operations and Properties; obtain and renew all material
        Environmental Permits necessary for its operations and Properties; and conduct
        any Remedial Action in accordance with Environmental Laws; provided,
        however, that
        none
        of Parent, the Borrowers or any of the Subsidiaries shall be required to
        undertake any Remedial Action to the extent that its obligation to do so
        is
        being contested in good faith and by proper proceedings and appropriate reserves
        are being maintained with respect to such circumstances.

       

      SECTION
        5.10  Preparation
        of Environmental Reports. If
        a
        Default caused by reason of a breach of Section 3.17 or 5.09 shall have occurred
        and be continuing, at the request of the Required Lenders through the
        Administrative Agent, provide to the Lenders within 60 days after such request,
        at the expense of the Borrowers, an environmental site assessment report
        for the
        Properties which are the subject of such Default prepared by an environmental
        consulting firm reasonably acceptable to the Administrative Agent and indicating
        the presence or absence of Hazardous Materials and the estimated cost of
        any
        compliance or Remedial Action which any Loan Party could be reasonably expected
        to be legally obligated to undertake in connection with such
        properties.

       

      SECTION
        5.11  Additional
        Subsidiaries. If
        any
        additional Subsidiary is formed or acquired after the Closing Date, within
        three
        Business Days after such Subsidiary is formed or acquired, notify the
        Administrative Agent and the Lenders thereof and cause the Collateral and
        Guarantee Requirement to be satisfied with respect to such Subsidiary (if
        it is
        a Subsidiary Loan Party) and with respect to any Equity Interest in or
        Indebtedness of such Subsidiary owned by or on behalf of any Loan
        Party.

       

      
        
           

        

        
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      SECTION
        5.12  Further
        Assurances. (a)
        Execute
        any and all further documents, financing statements, agreements and instruments,
        and take all such further actions (including the filing and recording of
        financing statements, fixture filings, mortgages, deeds of trust and other
        documents), which may be required under any applicable law, or which the
        Administrative Agent or the Required Lenders may reasonably request, to cause
        the Collateral and Guarantee Requirement to be and remain satisfied, all
        at the
        expense of the Loan Parties and provide to the Administrative Agent, from
        time
        to time upon request, evidence reasonably satisfactory to the Administrative
        Agent as to the perfection and priority of the Liens created or intended
        to be
        created by the Security Documents.

       

      (b)  Notify
        the Administrative Agent and the Lenders of the acquisition of any material
        assets (including any real property or improvements thereto or any interest
        therein) acquired by the Borrower or any Subsidiary Loan Party after the
        Closing
        Date (other than assets constituting Collateral under the Guarantee and
        Collateral Agreement that become subject to the Lien of the Guarantee and
        Collateral Agreement upon acquisition thereof), and, if requested by the
        Administrative Agent or the Required Lenders, Parent and the Borrowers will
        cause such assets to be subjected to a Lien securing the Obligations and
        will
        take, and cause the Subsidiary Loan Parties to take, such actions as shall
        be
        necessary or reasonably requested by the Administrative Agent to grant and
        perfect such Liens, including actions described in paragraph (a) of this
        Section, all at the expense of the Loan Parties.

       

      (c)  Not
        later
        than 5 Business Days after the Closing Date, deliver to the Collateral Agent
        all
        certificates or other instruments representing all the Equity Interests of
        La
        Mirada Enterprises No. 1, Inc., together with stock powers or other instruments
        of transfer with respect thereto endorsed in blank.

       

      SECTION
        5.13  Cash
        Management Arrangements. As
        and to
        the extent provided in the Guarantee and Collateral Agreement, within 60
        days of
        the Closing Date, establish and maintain cash management procedures, including
        restricted accounts, satisfactory to the Administrative Agent and enter into
        control agreements for the benefit of the Collateral Agent and the
        Administrative Agent, in form and substance satisfactory to the Administrative
        Agent, with respect to those deposit and investment accounts of Parent and
        its
        subsidiaries designated by the Administrative Agent.

       

      SECTION
        5.14  Mortgages
        on Specified Properties. Upon
        the
        request of the Administrative Agent at any time after December 31, 2007,
        not
        later than 20 days after any such request, deliver to the Administrative
        Agent
        (in recordable form) counterparts of duly executed Mortgages or amendments
        to
        existing Mortgages, as the case may be, with respect to all Specified Properties
        that were not sold by the relevant Loan Parties prior to December 31,
        2007.

       

      
        
           

        

        
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      ARTICLE
        VI.

       

      Negative
        Covenants

       

      Each
        of
        Parent, Denny’s Holdings, DFO and the Borrowers covenants and agrees with each
        Lender that, so long as this Agreement shall remain in effect and until the
        Commitments have been terminated and the principal of and interest on each
        Loan,
        all fees and all other expenses or amounts payable under any Loan Document
        have
        been paid in full and all Letters of Credit have been canceled or have expired
        and all amounts drawn thereunder have been reimbursed in full, unless the
        Required Lenders shall otherwise consent in writing, neither Parent nor Denny’s
        Holdings nor DFO nor the Borrowers will, nor will they cause or permit any
        of
        the Subsidiaries to:

       

      SECTION
        6.01  Indebtedness.
        Incur,
        create, assume or permit to exist any Indebtedness, except:

       

      (a)  Indebtedness
        existing on the Closing Date and set forth in Schedule
        6.01;

       

      (b)  Indebtedness
        arising hereunder or evidenced by the Loan Documents, 

       

      (c)  Indebtedness
        of the Parent and Denny’s Holding under the 10% Senior Notes Documents in an
        aggregate amount at any time outstanding not to exceed $175,000,000 less
        the
        aggregate amount of principal payments made with respect thereto and repurchases
        thereof by the Parent and/or its Subsidiaries (other than repurchases and
        refinancings permitted under Section 6.01(j));

       

      (d)  Indebtedness
        incurred by Parent, any Borrower or any Subsidiary Loan Party subsequent
        to the
        Closing Date secured by purchase money Liens, provided that the aggregate
        amount
        of Indebtedness permitted under this Section 6.0 1(e) shall not exceed
        $10,000,000 at any one time outstanding;

       

      (e)  Subject
        to Sections 6.10, and in addition to Indebtedness permitted under Section
        6.01(d), Capital Lease Obligations entered into after the Closing
        Date;

       

      (f)  Indebtedness
        arising subsequent to the Closing Date under (i) any purchasing card program
        established to enable headquarters and field staff of Parent or any Subsidiary
        Loan Party to purchase goods and supplies from vendors and (ii) any travel
        and
        entertainment card program established to enable headquarters and field staff
        of
        Parent or any Subsidiary Loan Party to make payments for expenses incurred
        related to travel and entertainment, provided that the aggregate amount of
        such
        Indebtedness shall not exceed $3,000,000 at any time outstanding;

       

      (g)  Indebtedness
        arising from investments among Parent, any Borrower and any Subsidiary Loan
        Party that are permitted hereunder;

       

      (h)  Indebtedness
        owed to the Administrative Agent or any of its banking Affiliates in respect
        of
        any overdrafts and related liabilities arising from treasury, depository
        and
        cash management services or in connection with any automated clearing house
        transfers of funds, provided that the aggregate principal amount of such
        Indebtedness shall not exceed $30,000,000 at any one time
        outstanding;

       

      
        
           

        

        
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      (i)  Indebtedness
        under interest rate protection agreements permitted by Section 6.16;
        and

       

      (j)  (i)
        in
        the case of Parent, any Borrower or Subsidiary Loan Party with respect to
        Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h)
        or (i)
        of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with
        respect to Indebtedness described in paragraph (c) of this Section
        6.01:

       

      (A)  all
        principal, interest, fees, reimbursement and indemnification amounts, and
        all
        other accruals and obligations under any renewals, extensions, modifications
        or
        refinancings, from time to time, of such Indebtedness, provided
        that
        such
        renewals, extensions, modifications and refinancings (i) do not increase
        the
        outstanding principal amount of the Indebtedness being renewed, extended,
        modified or refinanced, or shorten the maturity thereof to a date earlier
        than
        one year after the Term Loan Maturity Date, (ii) are otherwise on terms
        consistent with prudent business practice and then prevailing market practices
        and prices in the applicable geographic area and (iii) in the case of
        Indebtedness described in Section 6.01(c), is on terms and conditions acceptable
        to the Administrative Agent; and

       

      (B)  additional
        unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating
        not more than $10,000,000 in principal amount at any one time
        outstanding.

       

      SECTION
        6.02  Liens.
        Create,
        incur, assume or permit to exist any Lien on any property or assets (including
        stock or other securities of any person, including any Subsidiary) now owned
        or
        hereafter acquired by it or on any income or revenues or rights in respect
        of
        any thereof, except:

       

      (a)  Liens
        on
        property or assets of the Borrowers and Subsidiaries existing on the Closing
        Date and set forth in Schedule
        6.02,
        provided that such Liens shall secure only those obligations which they secure
        on the Closing Date, and with respect to Liens existing on the property of
        the
        Borrowers or Subsidiary Loan Parties (other than the First-Tier Subsidiaries),
        extensions, renewals, refinancings or replacements thereof; provided, however,
        that no such extensions, renewals, refinancings or replacements will extend
        to
        or cover any property not theretofore subject to the Lien being extended,
        renewed, refinanced or replaced; and provided further that the Borrowers
        and
        Subsidiary Loan Parties (other than the First-Tier Subsidiaries) may substitute
        for the property subject to any such Lien other property with substantially
        the
        same Fair Market Value and not otherwise subject to the Lien of a Loan Document,
        so long as the property for which such substitution is made is fully and
        effectively released from such Lien;

       

      
        
           

        

        
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      (b)  any
        Lien
        created pursuant to any Indebtedness permitted under Section 6.01(e) and
        extensions, renewals, refinancings, or replacements thereof to the same extent
        permitted under paragraph (a) above;

       

      (c)  Permitted
        Liens;

       

      (d)  Liens
        in
        favor of the Administrative Agent, Collateral Agent and the Lenders; and
        

       

      (e)  unperfected
        Liens on property of the Borrowers or Subsidiary Loan Parties (other than
        First-Tier Subsidiaries) in favor of other Borrowers or Subsidiary Loan Parties
        (other than First-Tier Subsidiaries) arising in connection with intercompany
        transactions among Borrowers or Subsidiary Loan Parties.

       

      SECTION
        6.03  Sale
        and Lease-Back Transactions. Enter
        into any arrangement, directly or indirectly, with any person whereby it
        shall
        sell or transfer (other than pursuant to Section 6.05(c)) any
        property, real or personal, used or useful in its business, whether now owned
        or
        hereafter acquired, and thereafter rent or lease such property or other property
        which it intends to use for substantially the same purpose or purposes as
        the
        property being sold or transferred; provided,
        however, that
        Parent, any Borrower or any Subsidiary may enter into such a transaction
        provided that the Fair Market Value of all property sold or transferred pursuant
        to such transactions since the Closing Date shall not exceed in the aggregate
        $25,000,000.

       

      SECTION
        6.04  Investments,
        Loans and Advances. Purchase,
        hold or acquire any capital stock, evidences of indebtedness or other securities
        of, make or permit to exist any loans or advances to, or make or permit to
        exist
        any investment or any other interest in, any other person, except:

       

      (a)  investments
        by Parent, the Borrowers or the Subsidiaries existing on the Closing Date
        in the
        capital stock of their respective subsidiaries and investments existing on
        the
        Closing Date and set forth in Schedule 6.04;

       

      (b)  Permitted
        Investments;

       

      (c)  subject
        to Sections 6.06 and 6.14(a), (i) advances and loans made by any Subsidiary
        to
        Parent in the ordinary course of business consistent with past practices
        and
        (ii) advances and loans made by any Subsidiary to, and investments made by
        any
        Subsidiary in, any other Subsidiary that is a Borrower or a Subsidiary Loan
        Party in the ordinary course of business; 

       

      (d)  advances
        and loans made by Parent to any Borrower in the ordinary course of business
        so
        long as no Default or Event of Default shall have occurred and be
        continuing;

       

      (e)  noncash
        consideration received from any sale, lease, transfer or other disposition
        of
        assets permitted under Section 6.05;

       

      
        
           

        

        
          93

          
            

          

        

        
           

        

      

      (f)  loans
        or
        advances to employees made in the ordinary course of business consistent
        with
        prudent business practice and in an aggregate amount not to exceed $2,000,000
        at
        any one time outstanding;

       

      (g)  additional
        investments not otherwise permitted by this Section 6.04 in an aggregate
        amount
        not to exceed $3,000,000 after the Closing Date;

       

      (h)  subject
        to Section 6.10, acquisitions of properties and related assets by means of
        investments in new operations, properties or franchises through the purchase
        or
        other acquisition of assets of any person or stock of new Subsidiary Loan
        Parties where any Borrower or any Subsidiary Loan Party making such purchase
        or
        acquisition determines in its prudent business judgment that such purchase
        or
        acquisition would be beneficial in lieu of making Consolidated Capital
        Expenditures, provided, that the properties or assets so purchased or acquired
        shall be operated under the Denny’s name; and 

       

      (i)  Permitted
        Senior Note Repurchases.

       

      SECTION
        6.05  Mergers,
        Consolidations, Sales of Assets and Acquisitions. Merge
        into or consolidate with any other person, or permit any other person to
        merge
        into or consolidate with it, or sell, transfer, lease or otherwise dispose
        of
        (in one transaction or in a series of transactions) all or any substantial
        part
        of its assets (whether now owned or hereafter acquired) or any capital stock
        of
        any Subsidiary, or purchase, lease or otherwise acquire (in one transaction
        or a
        series of transactions) all or any substantial part of the assets of any
        other
        person, except that:

       

      (a)  Parent,
        any Borrower or any Subsidiary Loan Party may purchase and sell inventory,
        fixtures and equipment in the ordinary course of business consistent with
        past
        practices;

       

      (b)  Parent,
        any Borrower or any Subsidiary Loan Party may sell or otherwise dispose of
        damaged, obsolete or worn out property, in each case in the ordinary course
        of
        business and consistent with past practice, provided that the aggregate Fair
        Market Value of all such assets disposed of pursuant to this clause (b) in
        any
        fiscal year shall not exceed $5,000,000;

       

      (c)  Parent,
        any Borrower or any Subsidiary Loan Party may exchange real property, fixtures
        and improvements for other real property, fixtures and improvements, provided
        that any consideration (other than real property, fixtures and improvements)
        received by any Loan Party in connection with such exchanges is received
        by such
        Loan Party in cash;

       

      (d)  subject
        to Section 6.14, any Subsidiary may sell, transfer or otherwise dispose of
        any
        of its assets to any Subsidiary Loan Party;

       

      (e)  any
        Borrower or any Subsidiary Loan Party may sell, transfer, sell a franchise
        in or
        otherwise dispose of restaurants or property (including real property,
        improvements, fixtures and equipment) relating to current or former restaurants
        of such person (such restaurants and property are collectively referred to
        as
“Restaurant
        Businesses”)
        for
        consideration equal to the Fair Market Value of the Restaurant Businesses
        sold,
        transferred or otherwise disposed of, provided
        that the
        aggregate Fair Market Value of all assets disposed of pursuant to this clause
        (e) shall not exceed $25,000,000 in any fiscal year;

       

      
        
           

        

        
          94

          
            

          

        

        
           

        

      

      (f)  any
        Subsidiary Loan Party (other than a First-Tier Subsidiary) may merge or
        consolidate with or transfer all or substantially all of its assets to any
        other
        Subsidiary Loan Party (other than a First-Tier Subsidiary);

       

      (g)  any
        Borrower or any Subsidiary Loan Party may enter into a Refranchising Asset
        Sale;

       

      (h)  Parent,
        any Borrower or any Subsidiary Loan Party may purchase, lease or otherwise
        acquire (in one transaction or a series of transactions) the assets of any
        other
        person in connection with its application or reinvestment of Net Cash Proceeds
        from any Reduction Event to the extent that such Reduction Event or the
        application or reinvestment of such proceeds does not result in a mandatory
        prepayment pursuant to Section 2.07(b);

       

      (i)  in
        addition to any other purchases permitted under this Section 6.05, Parent,
        any
        Borrower or any Subsidiary Loan Party may purchase tangible assets useful
        in the
        conduct of restaurant operations and other business currently conducted by
        it
        and business activities reasonably incidental thereto with a Fair Market
        Value
        of up to $ 5,000,000 during any 12 month period following the Closing
        Date;

       

      (j)  (i)
        any
        Borrower or any Subsidiary Loan Party (other than a First-Tier Subsidiary)
        may
        effect any transaction permitted by Section 6.04(h), (ii) the Parent, any
        Borrower or any Subsidiary may enter into sale-leaseback transactions permitted
        by Section 6.03, (iii) Parent and Denny’s Holdings may enter into transactions
        permitted by Section 6.08(a)(ii) and (iv) the Parent, any Borrower or any
        Subsidiary Loan Party may enter into transactions permitted by Section
        6.08(a)(iv);

       

      (k)  Parent,
        any Borrower or any Subsidiary Loan Party may sell the Specified Properties;
        provided
        that
        100% of the Net Cash Proceeds of each sale of any of the Specified Properties
        shall be used to prepay Term Loans and, if applicable, to prepay Revolving
        Loans
        and cash collateralize Letters of Credit as if such sale was a Reduction
        Event
        described in clause (a) of the definition of the term “Reduction Event”, except
        that any such prepayment and, if applicable, cash collateralization shall
        occur
        on or before the fifth Business Day of the month following the month in which
        such sale occurs; provided
        further
        that,
        notwithstanding anything in this Agreement to the contrary, (i) none of the
        Net
        Cash Proceeds of any sale of any of the Specified Properties shall be used
        to
        acquire Reinvestment Assets and (ii) Parent shall deliver to the Administrative
        Agent a certificate of a Financial Officer promptly following receipt of
        any Net
        Cash Proceeds (and in any event no later than the fifth Business Day of the
        month following the month in which such Net Cash Proceeds were received)
        of a
        sale of any of the Specified Properties setting forth a reasonably detailed
        calculation of the amount of such Net Cash Proceeds;

       

      
        
           

        

        
          95

          
            

          

        

        
           

        

      

      provided,
        however, that
        any
        sale, transfer, exchange or other disposition of assets (x) permitted by
        clause
        (b), (c), (e), or (k) above shall not be permitted unless such disposition
        is
        for Fair Market Value and (y) shall be for at least 60% cash consideration;
        provided
        that
        dispositions permitted by clause (k) shall not be permitted unless such
        disposition is for at least 90% cash consideration.

       

      SECTION
        6.06  Dividends
        and Distributions, Restrictions on Ability of Subsidiaries to Pay Dividends.
        (a)
        Declare
        or pay, directly or indirectly, any dividend or make any other distribution
        (by
        reduction of capital or otherwise), whether in cash, property, securities
        or a
        combination thereof, with respect to any shares of its capital stock or directly
        or indirectly redeem, purchase, retire or otherwise acquire for value (or
        permit
        any Subsidiary to purchase or acquire) any shares of any class of its capital
        stock or set aside any amount for any such purpose; provided,
        however, that
        (i)
        subject to Section 6.14 and so long as no Default or Event of Default has
        occurred and is continuing, any Subsidiary may declare and pay dividends
        or make
        other distributions, loans or advances to Parent or Denny’s Holdings at such
        times and in such amounts as shall be necessary to permit Parent and Denny’s
        Holdings to pay (A) scheduled interest as and when due in respect of
        Indebtedness permitted by Sections 6.01(c), (B) to make Permitted Senior
        Notes
        Repurchases permitted by Section 6.08(a)(ii)(A) and (C) liabilities imposed
        by
        law, including tax liabilities, and other liabilities incidental to its
        existence and permitted business and activities, in an aggregate amount not
        to
        exceed $1,000,000 per fiscal year, (ii) subject to Section 6.14, any Subsidiary
        may declare and pay dividends or make other distributions to the Borrowers
        or to
        any Subsidiary Loan Parties (other than Parent or Denny’s Holdings), and (iii)
        Parent may declare and distribute to its stockholders a dividend comprised
        of
        rights to purchase preferred stock and/or common stock of Parent, provided
        that
        (A)
        such rights are issued and distributed to Parent’s stockholders pursuant to the
        Rights Agreement, dated as of December 15, 1998, between Denny’s and Continental
        Stock Transfer and Trust Company, as Rights Agent, as amended through the
        Closing Date and (B) no Default or Event of Default shall have occurred or
        be
        continuing or would result therefrom.

       

      (b)  Permit
        any Subsidiary to, directly or indirectly, create or otherwise cause or suffer
        to exist or become effective any encumbrance or restriction on the ability
        of
        any such subsidiary to (i) pay any dividends or make any other distributions
        on
        its capital stock or any other interest or (ii) make or repay any loans or
        advances to Parent, any Borrower, any Subsidiary or the parent of such
        Subsidiary (subclauses (i) and (ii) above are collectively referred to as
        an
“Upstream Payment”) except for such encumbrances or restrictions existing under
        or by reason of (A) applicable law, (B) this Agreement, any other Loan Document
        or any other agreement entered into hereunder or thereunder or as contemplated
        hereby or thereby, (C) the 10% Senior Notes Documents, (D) customary provisions
        restricting (1) subletting or assignment of any lease governing a leasehold
        interest of Parent or any of the Subsidiaries, (2) the transfer of intellectual
        property rights held by Parent or any of the Subsidiaries through license
        agreements with the owners of such rights and (3) the assignment of supply
        contracts, (E) any instrument governing Indebtedness permitted under Section
        6.01 of a person acquired by any Borrower or Subsidiary (other than a First-Tier
        Subsidiary) after the Closing Date, provided that (1) such instrument was
        in
        existence at the time of such acquisition and was not created in contemplation
        of or in connection with such acquisition, (2) the officers of Parent reasonably
        believe at the time of such acquisition that the terms of such instrument
        will
        not encumber or restrict the ability of such acquired person to make an Upstream
        Payment and (3) such instrument contains no express encumbrances or restrictions
        on the ability of such acquired person to make an Upstream Payment or (F)
        Indebtedness and other contractual obligations of Parent or any of the
        Subsidiaries existing on the Closing Date and set forth on Schedule
        6.06
        and, in
        the case of any of the foregoing, any amendment, modification, renewal,
        extension, replacement, refinancing or refunding thereof permitted under
        the
        terms of this Agreement, provided that the encumbrances and restrictions
        contained in any such amendment, modification, renewal, extension, replacement,
        refinancing or refunding are in the aggregate no less favorable in all material
        respects to the Lenders.

       

      
        
           

        

        
          96

          
            

          

        

        
           

        

      

      (c)  Directly
        or indirectly, enter into, incur or permit to exist any agreement or other
        arrangement that prohibits, restricts or imposes any condition upon the ability
        of Parent, either Borrower or any Subsidiary to create, incur or permit to
        exist
        any Lien upon any its property or assets, provided that the foregoing shall
        not
        apply to (i) restrictions or conditions imposed by any agreement relating
        to
        secured Indebtedness permitted by this Agreement if such restrictions or
        conditions apply only to the property or assets securing such Indebtedness
        or by
        the 10% Senior Notes Documents or (ii) customary provisions in leases and
        other
        contracts restricting the assignment thereof.

       

      SECTION
        6.07  Transactions
        with Affiliates. Sell
        or
        transfer any property or assets to, or purchase or acquire any property or
        assets from, or otherwise engage in any other transactions with, any of its
        Affiliates except that Parent, any Borrower or any Subsidiary may engage
        in any
        of the foregoing transactions in the ordinary course of business at prices
        and
        on terms and conditions not less favorable to Parent, such Borrower or such
        Subsidiary than could be obtained on an arm’s-length basis from unrelated third
        parties; provided
        that
        Parent may issue and distribute to its stockholders that are Affiliates rights
        to purchase preferred stock and/or common stock of Parent to the extent that
        such rights are permitted to be issued and distributed to Parent’s stockholders
        pursuant to Section 6.06(a)(iii).

       

      SECTION
        6.08  Other
        Indebtedness and Agreements. (a)
        Make any
        voluntary or optional payments, prepayments or redemptions of principal or
        premium or voluntarily repurchase, acquire or retire for value prior to the
        stated maturity with respect to Indebtedness (other than Indebtedness arising
        under the Loan Documents); provided
        that
        

       

      (i)
        any
        Borrower and any Subsidiary Loan Party shall have the right to prepay secured
        Indebtedness permitted under Section 6.01, after the Closing Date up to an
        aggregate amount of $15,000,000; and

       

      
        
           

        

        
          97

          
            

          

        

        
           

        

      

      (ii)(A)
        Parent and Denny’s Holdings shall be permitted to acquire, repurchase or redeem
        voluntarily the 10% Senior Notes; provided
        that in
        the case of such acquisitions, repurchases or redemptions (1) each such
        acquisition, repurchase or redemption pursuant to this clause (A) shall be
        at a
        price per Note not to exceed the redemption price then in effect under the
        10%
        Senior Notes Indenture plus accrued and unpaid interest plus, in the case
        of a
        repurchase pursuant to a tender, a tender premium at market rates, (2) the
        aggregate amount of all such acquisitions, repurchases or redemptions over
        the
        term of this Agreement shall not exceed $25,000,000; (3) before and after
        giving
        effect to any such acquisition, repurchase or redemption pursuant to this
        clause
        (A), the Consolidated Total Debt Ratio for the most recently ended fiscal
        quarter (calculated on a pro
        forma
        basis
        after giving effect to such Permitted Senior Notes Repurchase) shall be less
        than 3.00 to 1.00; (4) before and immediately after giving effect to any
        such
        acquisition, repurchase or redemption pursuant to this clause (A), no Revolving
        Loans shall be outstanding (but, for the avoidance of doubt, Revolving Letters
        of Credit may be issued before and immediately after giving effect to any
        such
        Permitted Senior Notes Repurchase); (5) before and immediately after giving
        effect to any such acquisition, repurchase or redemption pursuant to this
        clause
        (A), no Default or Event of Default shall have occurred and be continuing;
        (6)
        the transactions related to any such acquisition, repurchase or redemption
        pursuant to this clause (A) shall be on terms typical and customary for similar
        transactions; and (7) Denny’s shall have delivered a written statement to the
        Administrative Agent that (x) certifies that the condition set forth in clauses
        (1) through (6) above have been satisfied, (y) specifies the identity of
        the
        purchaser and (z) specifies the aggregate principal amount of the 10% Senior
        Notes to be purchased and (B) Parent and Denny’s Holdings shall be permitted to
        purchase or redeem up to $61.25 million aggregate principal amount of 10%
        Senior
        Notes (representing 35% of the aggregate principal amount of 10% Senior Notes
        outstanding on the date of original issuance) solely with proceeds of issuances
        of Equity Interests by the Parent by means of a bona fide public offering
        or an
        arm’s length private placement providing for the registration of such Equity
        Interests, such purchase or redemption to occur contemporaneously with the
        receipt of the proceeds from such Equity Interest; 

       

      (iii)
        any
        Borrower or any Subsidiary Loan Party may repay Indebtedness to the extent
        required under a “due on sale” clause applicable to any disposition of assets
        permitted under Section 6.05; and 

       

      (iv)
        the
        Parent, any Borrower or Subsidiary Loan Party, with respect to Indebtedness
        described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of Section
        6.01, and Parent and Denny’s Holding, with respect to Indebtedness described in
        paragraph (c) of Section 6.01, shall be permitted to renew, extend, modify
        or
        refinance such Indebtedness, from time to time, to the extent permitted by
        Section 6.01(j).

       

      (b)  Except
        for Permitted Amendments, permit, or permit any Subsidiary to permit, any
        waiver, supplement, modification, amendment, termination or release of the
        10%
        Senior Notes Documents or any indenture, instrument or agreement pursuant
        to
        which any Indebtedness or preferred stock is outstanding; provided that the
        foregoing shall not prohibit any waiver, supplement, modification or amendment
        which (i) extends the date or reduces the amount of any required repayment,
        prepayment or redemption of the principal of such Indebtedness, (ii) reduces
        the
        rate or extends the date for payment of the interest, premium or fees payable
        on
        such Indebtedness or (iii) makes the covenants, events of default or remedies
        relating to such Indebtedness less restrictive on the Borrowers.

       

      
        
           

        

        
          98

          
            

          

        

        
           

        

      

      (c)  Amend,
        modify or waive any of its rights under its certificate of incorporation,
        by-laws or other organizational documents, provided that any certificate
        of
        incorporation, by-laws or other organizational documents described in this
        clause (c) may be amended or modified (and any rights thereunder may be waived)
        in any respect that is not materially adverse to the interests of the
        Lenders.

       

      SECTION
        6.09  Operating
        Leases. Permit
        the aggregate amount of payments under Operating Leases of Parent, any Borrower
        or any Subsidiary to be in excess of the fair rental value of the properties
        subject to such Operating Leases.

       

      SECTION
        6.10  Capital
        Expenditures, Acquisitions. (a)
        Incur
        Consolidated Capital Expenditures and make acquisitions of properties or
        related
        assets pursuant to Section 6.04(h) in excess of, for any fiscal year, the
        amount
        equal to 60% of Consolidated EBITDA for the prior fiscal year of the Parent,
        the
        Borrowers and the Subsidiaries.

       

       

      (b)  Notwithstanding
        anything to the contrary contained in Section 6.10(a), up to 50% of the amount
        permitted under Section 6.10(a) in any given year that is not expended in
        such
        year may be carried forward to the succeeding fiscal year, provided
        that, in
        any fiscal year, amounts permitted under Section 6.10(a) shall be applied
        towards Consolidated Capital Expenditures before any amount permitted under
        this
        Section 6.10(b) shall be so applied.

       

      SECTION
        6.11  Consolidated
        Total Debt Ratio. Permit
        the Consolidated Total Debt Ratio for any period of four consecutive fiscal
        quarters ending on or about any date set forth below to be greater than the
        ratio set forth below opposite such date:

       

      
        	
                Date

              	
                Ratio

              
	
                December
                  31, 2006

              	
                                4.75
                  to
                  1.00

              
	
                March
                  31, 2007

              	
                                4.75
                  to
                  1.00

              
	
                June
                  30, 2007

              	
                                4.75
                  to
                  1.00

              
	
                September
                  30, 2007

              	
                                4.75
                  to
                  1.00

              
	
                December
                  31, 2007

              	
                                4.50
                  to
                  1.00

              
	
                March
                  31, 2008

              	
                                4.50
                  to
                  1.00

              
	
                June
                  30, 2008

              	
                                4.50
                  to
                  1.00

              
	
                September
                  30, 2008

              	
                                4.50
                  to
                  1.00

              
	
                December
                  31, 2008

              	
                                4.25
                  to
                  1.00

              
	
                March
                  31, 2009

              	
                                4.25
                  to
                  1.00

              
	
                June
                  30, 2009

              	
                                4.25
                  to
                  1.00

              
	
                September
                  30, 2009

              	
                                4.25
                  to
                  1.00

              
	
                December
                  31, 2009 and all times thereafter

              	
                                4.00
                  to
                  1.00

              


      

       

      SECTION
        6.12  Consolidated
        Senior Secured Debt Ratio. Permit
        the Consolidated Senior Secured Debt Ratio for any period of four consecutive
        fiscal quarters ending on or about any date set forth below to be greater
        than
        the ratio set forth below opposite such date:

       

      
        	
                Date

              	
                Ratio

              
	
                December
                  31, 2006

              	
                                3.00
                  to
                  1.00

              
	
                March
                  31, 2007

              	
                                3.00
                  to
                  1.00

              
	
                June
                  30, 2007

              	
                                3.00
                  to
                  1.00

              
	
                September
                  30, 2007

              	
                                3.00
                  to
                  1.00

              
	
                December
                  31, 2007

              	
                                2.75
                  to
                  1.00

              
	
                March
                  31, 2008

              	
                                2.75
                  to
                  1.00

              
	
                June
                  30, 2008

              	
                                2.75
                  to
                  1.00

              
	
                September
                  30, 2008

              	
                                2.75
                  to
                  1.00

              
	
                December
                  31, 2008 and all times thereafter

              	
                                2.50
                  to
                  1.00

              


      

       

      
        
           

        

        
          99

          
            

          

        

        
           

        

      

      SECTION
        6.13  Consolidated
        Fixed Charge Coverage Ratio. Permit
        the Consolidated Fixed Charge Coverage Ratio for any period of four consecutive
        fiscal quarters to be less than 1.40 to 1.00.

       

       

      SECTION
        6.14  Business
        of Parent, the Borrowers and the Subsidiaries. (a)(i)
        In
        the case of Parent, conduct any business or enter into any transaction
        inconsistent with its status as a holding company, or permit a First-Tier
        Subsidiary to conduct any business or enter into any transaction inconsistent
        with such First-Tier Subsidiary’s status as a holding company, (ii) in the case
        of the Borrowers and the Subsidiary Loan Parties, engage at any time in any
        business or business activity other than the conduct of restaurant operations
        and other business currently conducted by it and business activities reasonably
        incidental thereto or (iii) in the case of Denny’s Realty, engage in any
        business other than the acquisition, leasing, financing and disposition of
        real
        property, improvements and personalty constituting restaurants and other
        activities incident to, connected with or necessary or convenient to the
        foregoing. Parent shall not (i) own or acquire any assets other than 10%
        Senior
        Notes acquired by Parent or contributed to Parent as permitted under the
        provisions of Section 6.04(i), shares of capital stock of Parent’s subsidiaries,
        assets owned by Parent on June 20, 2000, other assets acquired by Parent
        after
        such date in the ordinary course of Parent’s business, cash, and Permitted
        Investments, provided
        that
        the
        amount of such cash, together with the Fair Market Value of such Permitted
        Investments, shall not at any time exceed $250,000 other than on any day
        on
        which (1) any payment to be made by Parent is due in respect of the 10% Senior
        Notes (and no Default or Event of Default shall have occurred and be continuing)
        or (2) any payment is due in respect of any liabilities referred to below
        in
        clause (ii)(B) or (C), in which event Parent may, during such day, hold
        additional cash in an amount up to the aggregate amount of such payment to
        enable Parent to make such payment) or (ii) incur any liabilities (other
        than
        (A) liabilities under the 10% Senior Notes Indenture and the Loan Documents,
        (B)
        liabilities imposed by law, including tax liabilities, and (C) other liabilities
        incidental to its existence and permitted business and activities). Parent
        shall
        not permit Denny’s Holdings to (and Denny’s Holdings shall not) (i) own or
        acquire any assets other than 10% Senior Notes acquired pursuant to Permitted
        Senior Notes Repurchases, shares of capital stock of Denny’s Holdings’
subsidiaries, the shares of Simeus Holdings Inc. listed on Schedule 6.04,
        cash
        and Permitted Investments, provided
        that
        the
        amount of such cash, together with the Fair Market Value of such Permitted
        Investments, shall not at any time exceed $50,000 other than on any day on
        which
        (1) any payment to be made by Denny’s Holdings is due in respect of the 10%
        Senior Notes (and no Default or Event of Default shall have occurred and
        be
        continuing) or (2) any payment is due in respect of any liabilities referred
        to
        in clause (ii)(B) or (C), in which event Denny’s Holdings may during such day
        hold additional cash in an amount up to the aggregate amount of such payment
        to
        enable Denny’s Holdings to make such payment) or (ii) incur any liabilities
        (other than (A) liabilities under the 10% Senior Notes Indenture, and the
        Loan
        Documents, (B) liabilities imposed by law, including tax liabilities, and
        (C)
        other liabilities incidental to its existence and permitted business and
        activities).

       

      
        
           

        

        
          100

          
            

          

        

        
           

        

      

      (b)  The
        Borrowers will not, and Parent, Denny’s Holdings, DFO and the Borrowers will not
        permit the Subsidiaries to, engage to any material extent in any business
        other
        than businesses of the type conducted by the Borrowers and the Subsidiaries
        on
        the Closing Date and businesses reasonably related thereto.

       

      SECTION
        6.15  Accounting
        Policies and Fiscal Year. Change
        in
        any material respect its accounting policies or change the end of its fiscal
        year from the last Wednesday of December to any other date.

       

      SECTION
        6.16  Hedging
        Agreements. The
        Borrowers, Parent, Denny’s Holdings, DFO will not, and will not permit any of
        their respective Subsidiaries to, enter into any Hedging Agreement, other
        than
        Hedging Agreements entered into in the ordinary course of business to hedge
        or
        mitigate risks to which the Borrowers, Parent, Denny’s Holdings, DFO or any of
        their respective Subsidiaries are exposed in the conduct of their respective
        businesses or the management of their respective liabilities.

       

      ARTICLE
        VII.

       

      Events
        of Default

       

      In
        case
        of the happening of any of the following events (“Events
        of Default”):

       

      (a)  any
        representation or warranty made or deemed made or in connection with any
        Loan
        Document or the Borrowings or issuances of Letters of Credit hereunder, shall
        prove to have been false or misleading in any respect when so made, deemed
        made
        or furnished, or any material representation, warranty, statement or information
        contained in any report, certificate, financial statement or other instrument
        furnished in connection with or pursuant to any Loan Document, shall prove
        to
        have been false or misleading in any material respect when so made, deemed
        made
        or furnished;

       

      (b)  default
        shall be made in the payment of any principal of any Loan or the reimbursement
        with respect to any LC Disbursement when and as the same shall become due
        and
        payable, whether at the due date thereof or at a date fixed for prepayment
        thereof or by acceleration thereof or otherwise;

       

      (c)  default
        shall be made in the payment of any interest on any Loan or any fee or LC
        Disbursement or any other amount (other than an amount referred to in (b)
        above)
        due under any Loan Document, when and as the same shall become due and payable,
        and such default shall continue unremedied for a period of three Business
        Days;

       

      
        
           

        

        
          101

          
            

          

        

        
           

        

      

      (d)  default
        shall be made in the due observance or performance by Parent, any Borrower
        or
        any Subsidiary of any covenant, condition or agreement contained in Section
        5.01(a), 5.02, 5.03, 5.05, 5.07(b), 5.08, 5.10, or 5.14 or in Article
        VI;

       

      (e)  default
        shall be made in the due observance or performance by Parent, any Borrower
        or
        any Subsidiary of any covenant, condition or agreement contained in any Loan
        Document (other than those specified in (b), (c) or (d) above) and such default
        shall continue unremedied for a period of more than 10 days;

       

      (f)  Parent,
        any Borrower or any Subsidiary shall (i) fail to pay any principal or interest,
        regardless of amount, due in respect of any Indebtedness in a principal amount
        in excess of $10,000,000, when and as the same shall become due and payable,
        or
        (ii) fail to observe or perform any other term, covenant, condition or agreement
        contained in any indenture, agreement or instrument evidencing or governing
        any
        such Indebtedness if the effect of any failure referred to in this clause
        (ii)
        is to cause, or to permit the holder or holders of such Indebtedness or a
        trustee on its or their behalf (with or without the giving of notice, the
        lapse
        of time or both) to cause, such Indebtedness to become due prior to its stated
        maturity; 

       

      (g)  an
        involuntary proceeding shall be commenced or an involuntary petition shall
        be
        filed in a court of competent jurisdiction seeking (i) relief in respect
        of
        Parent, any Borrower or any Subsidiary, or of a substantial part of the property
        or assets of Parent, any Borrower or any Subsidiary, under Title 11 of the
        United States Code, as now constituted or hereafter amended, or any other
        Federal, state or foreign bankruptcy, insolvency, receivership or similar
        law,
        (ii) the appointment of a receiver, trustee, custodian, sequestrator,
        conservator or similar official for Parent, any Borrower or any Subsidiary
        or
        for a substantial part of the property or assets of Parent, any Borrower
        or any
        Subsidiary or (iii) the winding-up or liquidation of Parent, any Borrower
        or any
        Subsidiary; and such proceeding or petition shall continue undismissed for
        30
        days or an order or decree approving or ordering any of the foregoing shall
        be
        entered;

       

      (h)  Parent,
        any Borrower or any Subsidiary shall (i) voluntarily commence any proceeding
        or
        file any petition seeking relief under Title 11 of the United States Code,
        as
        now constituted or hereafter amended, or any other Federal, state or foreign
        bankruptcy, insolvency, receivership or similar law, (ii) consent to the
        institution of, or fail to contest in a timely and appropriate manner, any
        proceeding or the filing of any petition described in (g) above, (iii) apply
        for
        or consent to the appointment of a receiver, trustee, custodian, sequestrator,
        conservator or similar official for Parent, any Borrower or any Subsidiary
        or
        for a substantial part of the property or assets of Parent, any Borrower
        or any
        Subsidiary, (iv) file an answer admitting the material allegations of a petition
        filed against it in any such proceeding, (v) make a general assignment for
        the
        benefit of creditors, (vi) become unable, admit in writing its inability
        or fail
        generally to pay its debts as they become due or (vii) take any action for
        the
        purpose of effecting any of the foregoing;

       

      (i)  one
        or
        more judgments for the payment of money in an aggregate amount in excess
        of
        $10,000,000 shall be rendered against Parent, any Borrower, any Subsidiary
        or
        any combination thereof and the same shall remain undischarged for a period
        of
        30 consecutive days during which execution shall not be effectively stayed,
        or
        any action shall be legally taken by a judgment creditor to levy upon assets
        or
        properties of Parent, any Borrower or any Subsidiary to enforce any such
        judgment;

       

      
        
           

        

        
          102

          
            

          

        

        
           

        

      

      (j)  any
        non-monetary judgment or order shall be rendered against Parent, any Borrower
        or
        any Subsidiary that is reasonably likely to have a Material Adverse Effect
        and
        either (x) enforcement proceedings shall have been commenced by any person
        upon
        such judgment or order and a stay of such enforcement proceedings shall not
        be
        in effect or (y) there shall be any period of 20 consecutive days during
        which a
        stay of enforcement of such judgment or order, by reason of a pending appeal
        or
        otherwise, shall not be in effect;

       

      (k)  an
        ERISA
        Event shall have occurred that, in the opinion of the Required Lenders, when
        taken together with all other such ERISA Events, could reasonably be expected
        to
        result in liability of Parent, any Borrower and its ERISA Affiliates in an
        aggregate amount exceeding $10,000,000 or requires payments exceeding $1,000,000
        in any year;

       

      (l)  (i)
        any
        security interest purported to be created by any Security Document shall
        cease
        to be, or shall be asserted by any Loan Party not to be, a valid, perfected,
        first priority (except as otherwise expressly provided in this Agreement
        or such
        Security Document) security interest in the Collateral covered thereby, except
        to the extent that any such loss of perfection or priority results from the
        failure of the Collateral Agent to maintain possession of certificates
        representing securities pledged under the Guarantee and Collateral Agreement
        or,
        subject to compliance by the Loan Parties with Sections 5.11 and 5.12 hereof
        and
        with the other Loan Documents, any other action or inaction of the Collateral
        Agent with respect to any of its obligations or duties under this Agreement
        or
        any other Loan Document and except to the extent that such loss is covered
        by a
        lender’s title insurance policy and the related insurer promptly after such loss
        shall have acknowledged in writing that such loss is covered by such title
        insurance policy, (ii) any Guarantee purported to be created by any Security
        Document shall cease to be, or shall be asserted by any Loan Party not to
        be, a
        valid and enforceable obligation of the applicable Loan Party or (iii) any
        material provision of any Loan Document, at any time after its execution
        and
        delivery and for any reason other than as expressly permitted hereunder or
        thereunder or satisfaction in full of all the Obligations, ceases to be in
        full
        force and effect; or any Loan Party or any other person contests in any manner
        the validity or enforceability of any provision of any Loan Document; or
        any
        Loan Party denies that it has any or further liability or obligation under
        any
        provision of any Loan Document, or purports to revoke, terminate or rescind
        any
        provision of any Loan Document; or 

       

      (m)  there
        shall have occurred a Change in Control.

       

      
        
           

        

        
          103

          
            

          

        

        
           

        

      

      then,
        and
        in every such event (other than an event with respect to Parent or any Borrower
        described in paragraph (g) or (h) above), and at any time thereafter during
        the
        continuance of such event, the Administrative Agent may, and at the request
        of
        the Required Lenders shall, by notice to the Borrowers, take any or all of
        the
        following actions, at the same or different times: (i) terminate forthwith
        the
        Revolving Commitments and the obligations of the Issuing Banks to issue Letters
        of Credits, (ii) declare the Loans then outstanding to be forthwith due and
        payable in whole or in part, whereupon the principal of the Loans so declared
        to
        be due and payable, together with accrued interest thereon and any unpaid
        accrued fees and all other liabilities of Parent or any Borrower accrued
        hereunder and under any other Loan Document, shall become forthwith due and
        payable, without presentment, demand, protest or any other notice of any
        kind,
        all of which are hereby expressly waived by Parent and the Borrowers, anything
        contained herein or in any other Loan Document to the contrary notwithstanding;
        and in any event with respect to Parent or any Borrower described in paragraph
        (g) or (h) above, the Revolving Commitments shall automatically terminate
        and
        the principal of the Loans then outstanding, together with accrued interest
        thereon and any unpaid accrued fees and all other liabilities of Parent or
        any
        Borrower accrued hereunder and under any other Loan Document, shall
        automatically become due and payable, without presentment, demand, protest
        or
        any other notice of any kind, all of which are hereby expressly waived by
        Parent
        and the Borrowers, anything contained herein or in any other Loan Document
        to
        the contrary notwithstanding and (iii) exercise on behalf of itself, the
        Lenders
        and the Issuing Banks, all rights and remedies available to it, the Lenders
        and
        the Issuing Banks under the Loan Documents. At any time an Event of Default
        exists or has occurred and is continuing, upon the Administrative Agent’s or the
        Required Revolving Lenders request, the Borrowers will furnish cash collateral
        to Administrative Agent for the Revolving LC Obligations. Such cash collateral
        shall be in the amount equal to one hundred five percent (105%) of the amount
        of
        the Revolving LC Obligations plus the amount of any fees and expenses payable
        in
        connection therewith through the end of the expiration of such Revolving
        LC
        Obligations. At any time an Event of Default exists or has occurred and is
        continuing, upon the Administrative Agent’s or the Required LC Facility Lenders
        request, the Borrowers will furnish cash collateral to Administrative Agent
        for
        the LC Facility LC Obligations. Such cash collateral shall be in the amount
        equal to one hundred five percent (105%) of the amount of the LC Facility
        LC
        Obligations plus the amount of any fees and expenses payable in connection
        therewith through the end of the expiration of such LC Facility LC
        Obligations.

       

      ARTICLE
        VIII.

       

      The
        Administrative Agent

       

      SECTION
        8.01  Appointment
        and Authority. (a)
        Each
        of the Lenders and Issuing Banks hereby irrevocably appoints Bank of America
        to
        act on its behalf as the Administrative Agent hereunder and under the other
        Loan
        Documents and authorizes the Administrative Agent to take such actions on
        its
        behalf and to exercise such powers as are delegated to the Administrative
        Agent
        by the terms hereof or thereof, together with such actions and powers as
        are
        reasonably incidental thereto. The provisions of this Article are solely
        for the
        benefit of the Administrative Agent, the Lenders and the Issuing Bank, and
        neither the Borrower nor any other Loan Party shall have rights as a third
        party
        beneficiary of any of such provisions.

       

      (b) The
        Administrative Agent shall also act as the Collateral Agent under the Loan
        Documents, and each of the Lenders (in its capacities as a Lender and the
        Issuing Bank (if applicable)) hereby irrevocably appoints and authorizes
        the
        Administrative Agent to act as the agent of such Lender and the L/C Issuer
        for
        purposes of acquiring, holding and enforcing any and all Liens on Collateral
        granted by any of the Loan Parties to secure any of the Obligations, together
        with such powers and discretion as are reasonably incidental thereto. In
        this
        connection, the Administrative Agent, as “collateral agent” and any co-agents,
        sub-agents and attorneys-in-fact appointed by the Administrative Agent for
        purposes of holding or enforcing any Lien on the Collateral (or any portion
        thereof) granted under the Security Documents, or for exercising any rights
        and
        remedies thereunder at the direction of the Administrative Agent), shall
        be
        entitled to the benefits of all provisions of this Article VIII and Article
        IX
        (including Section 9.03(c), as though such co-agents, sub-agents and
        attorneys-in-fact were the “collateral agent” under the Loan Documents) as if
        set forth in full herein with respect thereto.

       

      
        
           

        

        
          104

          
            

          

        

        
           

        

      

      SECTION
        8.02  Rights
        as a Lender. The
        person serving as the Administrative Agent hereunder shall have the same
        rights
        and powers in its capacity as a Lender as any other Lender and may exercise
        the
        same as though it were not the Administrative Agent and the term “Lender” or
“Lenders” shall, unless otherwise expressly indicated or unless the context
        otherwise requires, include the person serving as the Administrative Agent
        hereunder in its individual capacity. Such person and its Affiliates may
        accept
        deposits from, lend money to, act as the financial advisor or in any other
        advisory capacity for and generally engage in any kind of business with the
        Borrowers or any Subsidiary or other Affiliate thereof as if such person
        were
        not the Administrative Agent hereunder and without any duty to account therefor
        to the Lenders.

       

      SECTION
        8.03  Exculpatory
        Provisions. The
        Administrative Agent shall not have any duties or obligations except those
        expressly set forth herein and in the other Loan Documents. Without limiting
        the
        generality of the foregoing, the Administrative Agent:

       

      (a)  shall
        not
        be subject to any fiduciary or other implied duties, regardless of whether
        a
        Default has occurred and is continuing;

       

      (b)  shall
        not
        have any duty to take any discretionary action or exercise any discretionary
        powers, except discretionary rights and powers expressly contemplated hereby
        or
        by the other Loan Documents that the Administrative Agent is required to
        exercise as directed in writing by the Required Lenders (or such other number
        or
        percentage of the Lenders as shall be expressly provided for herein or in
        the
        other Loan Documents), provided that the Administrative Agent shall not be
        required to take any action that, in its opinion or the opinion of its counsel,
        may expose the Administrative Agent to liability or that is contrary to any
        Loan
        Document or applicable law; and

       

      (c)  shall
        not, except as expressly set forth herein and in the other Loan Documents,
        have
        any duty to disclose, and shall not be liable for the failure to disclose,
        any
        information relating to either of the Borrowers or any of its Affiliates
        that is
        communicated to or obtained by the person serving as the Administrative Agent
        or
        any of its Affiliates in any capacity.

       

      The
        Administrative Agent shall not be liable for any action taken or not taken
        by it
        (i) with the consent or at the request of the Required Lenders (or such other
        number or percentage of the Lenders as shall be necessary, or as the
        Administrative Agent shall believe in good faith shall be necessary, under
        the
        circumstances as provided in Section 9.02 and Article VII) or (ii) in the
        absence of its own gross negligence or willful misconduct. The Administrative
        Agent shall be deemed not to have knowledge of any Default unless and until
        notice describing such Default is given to the Administrative Agent by the
        Borrowers, a Lender or the Issuing Bank.

       

      
        
           

        

        
          105

          
            

          

        

        
           

        

      

      The
        Administrative Agent shall not be responsible for or have any duty to ascertain
        or inquire into (i) any statement, warranty or representation made in or
        in
        connection with this Agreement or any other Loan Document, (ii) the contents
        of
        any certificate, report or other document delivered hereunder or thereunder
        or
        in connection herewith or therewith, (iii) the performance or observance
        of any
        of the covenants, agreements or other terms or conditions set forth herein
        or
        therein or the occurrence of any Default, (iv) the validity, enforceability,
        effectiveness or genuineness of this Agreement, any other Loan Document or
        any
        other agreement, instrument or document or (v) the satisfaction of any condition
        set forth in Article IV or elsewhere herein, other than to confirm receipt
        of
        items expressly required to be delivered to the Administrative
        Agent.

       

      SECTION
        8.04  Reliance
        by Administrative Agent. The
        Administrative Agent shall be entitled to rely upon, and shall not incur
        any
        liability for relying upon, any notice, request, certificate, consent,
        statement, instrument, document or other writing (including any electronic
        message, Internet or intranet website posting or other distribution) believed
        by
        it to be genuine and to have been signed, sent or otherwise authenticated
        by the
        proper person. The Administrative Agent also may rely upon any statement
        made to
        it orally or by telephone and believed by it to have been made by the proper
        person, and shall not incur any liability for relying thereon. In determining
        compliance with any condition hereunder to the making of a Loan, or the issuance
        of a Letter of Credit, that by its terms must be fulfilled to the satisfaction
        of a Lender or the applicable Issuing Bank, the Administrative Agent may
        presume
        that such condition is satisfactory to such Lender or such Issuing Bank unless
        the Administrative Agent shall have received notice to the contrary from
        such
        Lender or such Issuing Bank prior to the making of such Loan or the issuance
        of
        such Letter of Credit. The Administrative Agent may consult with legal counsel
        (who may be counsel for the Borrower), independent accountants and other
        experts
        selected by it, and shall not be liable for any action taken or not taken
        by it
        in accordance with the advice of any such counsel, accountants or
        experts.

       

      SECTION
        8.05  Delegation
        of Duties. The
        Administrative Agent may perform any and all of its duties and exercise its
        rights and powers hereunder or under any other Loan Document by or through
        any
        one or more sub agents appointed by the Administrative Agent. The Administrative
        Agent and any such sub agent may perform any and all of its duties and exercise
        its rights and powers by or through their respective Related Parties. The
        exculpatory provisions of this Article shall apply to any such sub agent
        and to
        the Related Parties of the Administrative Agent and any such sub agent, and
        shall apply to their respective activities in connection with the syndication
        of
        the credit facilities provided for herein as well as activities as
        Administrative Agent.

       

      SECTION
        8.06  Resignation
        of Administrative Agent. The
        Administrative Agent may at any time give notice of its resignation to the
        Lenders, the Issuing Banks and the Borrowers. Upon receipt of any such notice
        of
        resignation, the Required Lenders shall have the right, in consultation with
        the
        Borrowers, to appoint a successor, which shall be a bank with an office in
        the
        United States, or an Affiliate of any such bank with an office in the United
        States. If no such successor shall have been so appointed by the Required
        Lenders and shall have accepted such appointment within 30 days after the
        retiring Administrative Agent gives notice of its resignation, then the retiring
        Administrative Agent may on behalf of the Lenders and the Issuing Bank, appoint
        a successor Administrative Agent meeting the qualifications set forth above;
        provided
        that
        if
        the Administrative Agent shall notify the Borrowers and the Lenders that
        no
        qualifying Person has accepted such appointment, then such resignation shall
        nonetheless become effective in accordance with such notice and (1) the retiring
        Administrative Agent shall be discharged from its duties and obligations
        hereunder and under the other Loan Documents (except that in the case of
        any
        collateral security held by the Administrative Agent on behalf of the Lenders
        or
        the Issuing Banks under any of the Loan Documents, the retiring Administrative
        Agent shall continue to hold such collateral security until such time as
        a
        successor Administrative Agent is appointed and, upon such appointment, such
        collateral security and liens shall continue to be held by the successor
        Administrative Agent) and (2) all payments, communications and determinations
        provided to be made by, to or through the Administrative Agent shall instead
        be
        made by or to each Lender and the Issuing Bank directly, until such time
        as the
        Required Lenders appoint a successor Administrative Agent as provided for
        above
        in this Section. Upon the acceptance of a successor’s appointment as
        Administrative Agent hereunder, such successor shall succeed to and become
        vested with all of the rights, powers, privileges and duties of the retiring
        (or
        retired) Administrative Agent, and the retiring Administrative Agent shall
        be
        discharged from all of its duties and obligations hereunder or under the
        other
        Loan Documents (if not already discharged therefrom as provided above in
        this
        Section). The fees payable by the Borrowers to a successor Administrative
        Agent
        shall be the same as those payable to its predecessor unless otherwise agreed
        between the Borrowers and such successor. After the retiring Administrative
        Agent’s resignation hereunder and under the other Loan Documents, the provisions
        of this Article and Section 9.03 shall continue in effect for the benefit
        of
        such retiring Administrative Agent, its sub agents and their respective Related
        Parties in respect of any actions taken or omitted to be taken by any of
        them
        while the retiring Administrative Agent was acting as Administrative
        Agent.

       

      
        
           

        

        
          106

          
            

          

        

        
           

        

      

      Any
        resignation by Bank of America as Administrative Agent pursuant to this Section
        shall also constitute its resignation as Revolving Issuing Bank, as LC Facility
        Issuing Bank and as Collateral Agent. Upon the acceptance of a successor’s
        appointment as Administrative Agent hereunder, (a) such successor shall succeed
        to and become vested with all of the rights, powers, privileges and duties
        of
        the retiring Revolving Issuing Bank, LC Facility Issuing Bank and Collateral
        Agent, (b) the retiring Revolving Issuing Bank, LC Facility Issuing Bank
        and
        Collateral Agent shall each be discharged from all of their respective duties
        and obligations hereunder or under the other Loan Documents, (c) the successor
        Issuing Banks shall issue letters of credit in substitution for the Letters
        of
        Credit, if any, outstanding at the time of such succession or make other
        arrangement satisfactory to the retiring Issuing Banks to effectively assume
        the
        obligations of the retiring Issuing Banks with respect to such Letters of
        Credit
        and (d) in the case of any collateral security held by the Collateral Agent
        on
        behalf of the Lenders or the Issuing Banks under any of the Loan Documents,
        such
        collateral security and liens shall continue to be held by the successor
        Collateral Agent.

       

      SECTION
        8.07  Non-Reliance
        on Administrative Agent and Other Lenders. Each
        Lender and each Issuing Bank acknowledges that it has, independently and
        without
        reliance upon the Administrative Agent or any other Lender or any of their
        Related Parties and based on such documents and information as it has deemed
        appropriate, made its own credit analysis and decision to enter into this
        Agreement. Each Lender and each Issuing Bank also acknowledges that it will,
        independently and without reliance upon the Administrative Agent or any other
        Lender or any of their Related Parties and based on such documents and
        information as it shall from time to time deem appropriate, continue to make
        its
        own decisions in taking or not taking action under or based upon this Agreement,
        any other Loan Document or any related agreement or any document furnished
        hereunder or thereunder.

       

      
        
           

        

        
          107

          
            

          

        

        
           

        

      

      SECTION
        8.08  No
        Other Duties, Etc. Anything
        herein to the contrary notwithstanding, the Arranger shall not have any powers,
        duties or responsibilities under this Agreement or any of the other Loan
        Documents, except in its capacity, as applicable, as the Administrative Agent,
        a
        Lender or the Is suing Banks hereunder.

       

      SECTION
        8.09  Administrative
        Agent May File Proofs of Claim. In
        case
        of the pendency of any receivership, insolvency, liquidation, bankruptcy,
        reorganization, arrangement, adjustment, composition or other judicial
        proceeding relative to any Loan Party, the Administrative Agent (irrespective
        of
        whether the principal of any Loan or LC Obligations shall then be due and
        payable as herein expressed or by declaration or otherwise and irrespective
        of
        whether the Administrative Agent shall have made any demand on the Borrowers)
        shall be entitled and empowered, by intervention in such proceeding or
        otherwise:

       

      (a)  to
        file
        and prove a claim for the whole amount of the principal and interest owing
        and
        unpaid in respect of the Loans, LC Obligations and all other Obligations
        that
        are owing and unpaid and to file such other documents as may be necessary
        or
        advisable in order to have the claims of the Lenders, the Issuing Banks and
        the
        Administrative Agent (including any claim for the reasonable compensation,
        expenses, disbursements and advances of the Lenders, the Issuing Banks and
        the
        Administrative Agent and their respective agents and counsel and all other
        amounts due the Lenders, the Issuing Banks and the Administrative Agent under
        Sections 2.10 and 9.03) allowed in such judicial proceeding; and

       

      (b)  to
        collect and receive any monies or other property payable or deliverable on
        any
        such claims and to distribute the same;

       

      and
        any
        custodian, receiver, assignee, trustee, liquidator, sequestrator or other
        similar official in any such judicial proceeding is hereby authorized by
        each
        Lender and each Issuing Bank to make such payments to the Administrative
        Agent
        and, in the event that the Administrative Agent shall consent to the making
        of
        such payments directly to the Lenders and the Issuing Banks, to pay to the
        Administrative Agent any amount due for the reasonable compensation, expenses,
        disbursements and advances of the Administrative Agent and its agents and
        counsel, and any other amounts due the Administrative Agent under Sections
        2.10
        and 9.03.

       

      Nothing
        contained herein shall be deemed to authorize the Administrative Agent to
        authorize or consent to or accept or adopt on behalf of any Lender or any
        Issuing Bank any plan of reorganization, arrangement, adjustment or composition
        affecting the Obligations or the rights of any Lender or to authorize the
        Administrative Agent to vote in respect of the claim of any Lender in any
        such
        proceeding.

       

      
        
           

        

        
          108

          
            

          

        

        
           

        

      

      SECTION
        8.10  Collateral
        and Guaranty Matters. The
        Lenders and the Issuing Banks irrevocably authorize the Administrative Agent
        and
        the Collateral Agent, at its option and in its discretion,

       

      (a)  to
        release any Lien on any property granted to or held by the Administrative
        Agent
        or the Collateral Agent under any Loan Document (i) upon termination of the
        Total Revolving Commitment and payment in full of all Obligations (other
        than
        contingent indemnification obligations) and the expiration or termination
        of all
        Letters of Credit, (ii) that is sold or to be sold as part of or in connection
        with any sale permitted hereunder or under any other Loan Document, or (iii)
        subject to Section 9.02, if approved, authorized or ratified in writing by
        the
        Required Lenders;

       

      (b)  to
        subordinate any Lien on any property granted to or held by the Administrative
        Agent or the Collateral Agent under any Loan Document to the holder of any
        Lien
        on such property that is permitted by Section 6.02 and prior to the Lien
        under
        the Loan Documents or 2.18(b); and

       

      (c)  to
        release any Subsidiary Loan Party from its obligations under the Guarantee
        and
        Collateral Agreement if such person ceases to be a Subsidiary as a result
        of a
        transaction permitted hereunder.

       

      Upon
        request by the Administrative Agent or the Collateral Agent at any time,
        the
        Required Lenders will confirm in writing such Agent’s authority to release or
        subordinate its interest in particular types or items of property, or to
        release
        any Subsidiary Loan Party from its obligations under the Guarantee and
        Collateral Agreement pursuant to this Section 8.10.

       

      ARTICLE
        IX.

       

      Miscellaneous

       

      SECTION
        9.01  Notices.
        (a)
        Except
        in the case of notices and other communications expressly permitted to be
        given
        by telephone (and subject to paragraph (b) below), all notices and other
        communications provided for herein shall be in writing and shall be delivered
        by
        hand or overnight courier service, mailed by certified or registered mail
        or
        sent by telecopy, as follows:

       

      (i)  if
        to the
        Borrowers, Parent, Denny’s Holdings or DFO, to it at 203 East Main Street,
        Spartanburg, South Carolina 29319, Attention of Alex Lewis (Telecopy No.
        864-597-8216; email: alewis@dennys.com);

       

      (ii)  if
        to the
        Administrative Agent (in connection with payments and Requests for Borrowings),
        to Bank of America, N.A., 2001 Clayton Road, Building B, Concord, California
        94520-2405, Mailstop:CA4-702-02-25, Attention
        of Jesse Phalen (Telephone No. 925-675-8458, Telecopy
        No. 888-969-9228, e-mail: Jesse.C.Phalen@BankofAmerica.com);

       

      
        
           

        

        
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      (iii)  if
        to the
        Administrative Agent (in connection with other notices), to Bank of America,
        N.A., Agency Management, 100 Federal Street, Boston, Massachusetts 02110,
        Mailstop: MA5-100-11-02, Attention
        of Tamisha Eason (Telephone No. 617-434-9205, Telecopy
        No. 617-790-1284, e-mail: Tamisha.U.Eason@BankofAmerica.com);

       

      (iv)  if
        to any
        Issuing Bank, to Bank of America, N.A., Trade Operations, One Fleet Way,
        Scranton, Pennsylvania 18507, Attention
        of Alfonso Malave Jr. (Telephone No. 570-330-4212, Telecopy
        No. 570-330-4186, e-mail: Alfonso.Malave@BankofAmerica.com); and

       

      (v)  if
        to any
        other Lender, to it at its address (or telecopy number) set forth in its
        Administrative Questionnaire.

       

      (b)  Notices
        and other communications to the Lenders hereunder may be delivered or furnished
        by electronic communications pursuant to procedures approved by the
        Administrative Agent; provided that the foregoing shall not apply to notices
        pursuant to Article II unless otherwise agreed by the Administrative Agent
        and
        the applicable Lender. The Administrative Agent or a Borrower (on behalf
        of the
        other Borrower, Parent, Denny’s Holdings and DFO) may, in its discretion, agree
        to accept notices and other communications to it hereunder by electronic
        communications pursuant to procedures approved by it; provided that approval
        of
        such procedures may be limited to particular notices or
        communications.

       

      (c)  Any
        party
        hereto may change its address or telecopy number for notices and other
        communications hereunder by notice to the other parties hereto. All notices
        and
        other communications given to any party hereto in accordance with the provisions
        of this Agreement shall be deemed to have been given on the date of
        receipt.

       

      SECTION
        9.02  Waivers,
        Amendments. (a) No
        failure or delay by the Administrative Agent, any Issuing Bank or any Lender
        in
        exercising any right or power hereunder shall operate as a waiver thereof,
        nor
        shall any single or partial exercise of any such right or power, or any
        abandonment or discontinuance of steps to enforce such a right or power,
        preclude any other or further exercise thereof or the exercise of any other
        right or power. The rights and remedies of the Administrative Agent, the
        Collateral Agent, the Issuing Banks and the Lenders hereunder are cumulative
        and
        are not exclusive of any rights or remedies that they would otherwise have.
        No
        waiver of any provision of this Agreement or consent to any departure by
        a
        Borrower, Parent, Denny’s Holdings or DFO therefrom shall in any event be
        effective unless the same shall be permitted by paragraph (b) of this Section,
        and then such waiver or consent shall be effective only in the specific instance
        and for the purpose for which given. Without limiting the generality of the
        foregoing, the making of a Loan or issuance of a Letter of Credit shall not
        be
        construed as a waiver of any Default, regardless of whether the Administrative
        Agent, any Lender or the Issuing Bank may have had notice or knowledge of
        such
        Default at the time. No notice or demand on any Loan Party in any case shall
        entitle any Loan Party to any other or further notice or demand in similar
        or
        other circumstances.

       

      
        
           

        

        
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      (b)  Neither
        this Agreement nor any other Loan Document nor any provision hereof or thereof
        may be waived, amended or modified except pursuant to an agreement or agreements
        in writing entered into by the Borrowers, Parent, Denny’s Holdings, DFO and the
        Required Lenders or by the Borrowers, Parent, Denny’s Holdings, DFO and the
        Administrative Agent with the consent of the Required Lenders; provided that
        no
        such agreement shall (i) change, except as permitted hereunder, the Commitment,
        the Term Loan Commitment or the LC Facility Commitment of any Lender without
        the
        written consent of such Lender, (ii) reduce or forgive the principal amount
        of
        any Loan or LC Disbursement or any Credit-Linked Deposit or reduce the rate
        of
        interest thereon, or reduce any fees payable hereunder, without the written
        consent of each Lender affected thereby, (iii) postpone the scheduled date
        of
        payment of the principal amount of any Loan or LC Disbursement (including
        the
        Term Loan Maturity Date and Revolving Maturity Date, but excluding mandatory
        prepayments), or the return to any LC Facility Lender of its Credit-Linked
        Deposit, or any interest or fees thereon, or any fees payable hereunder,
        or
        reduce the amount of, waive or excuse such payment, postpone the scheduled
        date
        of expiration of any Commitment, or waive, amend or modify Section 5.02 of
        the
        Guarantee and Collateral Agreement, without the written consent of each Lender
        affected thereby, (iv) change Section 2.16(b) or (c) in a manner that would
        alter the pro rata sharing of payments among Lenders required thereby, without
        the written consent of each Lender, (v) change any of the provisions of this
        Section or clause (i) of the first sentence of Section 9.04(a) or the definition
        of “Required Lenders”, “Required Revolving Lenders” or “Required LC Facility
        Lenders” or any other provision hereof specifying the number or percentage of
        Lenders (or Lenders of any Class or Lenders holding Credit-Linked Deposits)
        required to waive, amend or modify any rights hereunder or make any
        determination or grant any consent hereunder, without the written consent
        of
        each Lender (or each Lender of such Class or holding Credit-Linked Deposits,
        as
        the case may be), (vi) release all or substantially all of the Collateral
        (other
        than in connection with any sale of Collateral permitted by this Agreement)
        without the written consent of each Lender, (vii) release Parent or any
        Subsidiary from its Guarantee under the Guarantee and Collateral Agreement
        (except as expressly provided in the Guarantee and Collateral Agreement)
        without
        the written consent of each Lender, (viii) permit an Interest Period with
        a
        duration in excess of six months without the consent of each applicable Lender,
        (ix) change any provision of this Agreement or any other Loan Document in
        a
        manner that by its terms adversely affects the rights in respect of Collateral
        of, or payments due to, Lenders holding Loans of any Class or holding
        Credit-Linked Deposits differently than those holding Loans of any other
        Class
        or holding Credit-Linked Deposits, without the written consent of Lenders
        holding more than 50% of the Loans, LC Obligations and unused Commitments
        of the
        affected Class or holding Credit-Linked Deposits, as the case may be, at
        such
        time or (x) change any provision of this Agreement or any other Loan Document
        in
        a manner that would affect the obligations of the Revolving Lenders to make
        any
        Revolving Loans hereunder, without the written consent of Revolving Lenders
        holding more than 50% of the Revolving Loans, LC Obligations and unused
        Revolving Commitments at such time; provided,
        further,
        that
        (A) no such agreement shall amend, modify or otherwise affect the rights
        or
        duties of the Administrative Agent or the Collateral Agent or any Issuing
        Bank
        without the prior written consent of the Administrative Agent or the Collateral
        Agent or such Issuing Bank, as the case may be, and (B) any waiver, or
        modification of this Agreement or any other Loan Document that by its terms
        affects the rights or duties under this Agreement or such other Loan Document
        of
        the Revolving Lenders (but not the Term Lenders) or the Term Lenders (but
        not
        the Revolving Lenders) may be effected by an agreement or agreements in writing
        entered into by the Borrowers, Parent, Denny’s Holdings and the requisite
        percentage in interest of the affected Class of Lenders that would be required
        to consent thereto under this Section if such Class of Lenders were the only
        Class of Lenders hereunder or thereunder at the time.

       

      
        
           

        

        
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      SECTION
        9.03  Expenses,
        Indemnity; Damage Waiver. (a)
        The
        Borrowers agree to pay (i) all reasonable out-of-pocket expenses incurred
        by the
        Administrative Agent, the Collateral Agent and their Affiliates, including
        the
        reasonable fees, charges and disbursements of Bingham McCutchen LLP as sole
        outside counsel for the Administrative Agent and local counsel for the
        Administrative Agent, in connection with the syndication of the credit
        facilities provided for herein, the preparation and administration of this
        Agreement and the other Loan Documents or any amendments, modifications or
        waivers of the provisions hereof (whether or not the transactions contemplated
        hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket
        expenses incurred by any Issuing Bank in connection with the issuance,
        amendment, renewal or extension of any Letter of Credit or any demand for
        payment thereunder and (iii) all reasonable out-of-pocket expenses incurred
        by
        the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender,
        including the fees, charges and disbursements of any counsel for the
        Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender
        in
        connection with the enforcement or protection of its rights in connection
        with
        this Agreement and the other Loan Documents, including its rights under this
        Section, or in connection with the Loans made, Credit-Linked Deposits deposited
        or Letters of Credit issued hereunder, including all such out-of-pocket expenses
        incurred during any workout, restructuring or negotiations in respect of
        such
        Loans or Letters of Credit or such Credit-Linked Deposits.

       

      (b)  The
        Borrowers shall indemnify the Administrative Agent, the Collateral Agent,
        each
        Issuing Bank and each Lender, and each Related Party of any of the foregoing
        persons (each such person being called an “Indemnitee”) against, and hold each
        Indemnitee harmless from, any and all losses, claims, damages, liabilities
        and
        related expenses, including the reasonable fees, charges and disbursements
        of
        any counsel for any Indemnitee incurred by or asserted against any Indemnitee
        arising out of, in connection with, or as a result of (i) the execution or
        delivery of this Agreement or any agreement or instrument contemplated hereby,
        the performance by the parties hereto of their respective obligations hereunder
        or the consummation of the Transactions or any other transactions contemplated
        hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom
        (including any refusal by any Issuing Bank to honor a demand for payment
        under a
        Letter of Credit if the documents presented in connection with such demand
        do
        not strictly comply with the terms of such Letter of Credit), (iii) any actual
        or alleged presence or release of Hazardous Materials on or from any property
        owned or operated by a Borrower or any of the Subsidiaries, or any Environmental
        Liability related in any way to a Borrower or any of the Subsidiaries or
        (iv)
        any actual or prospective claim, litigation, investigation or proceeding
        relating to any of the foregoing, whether based on contract, tort or any
        other
        theory and regardless of whether any Indemnitee is a party thereto; provided
        that
        such
        indemnity shall not, as to any Indemnitee, be available to the extent that
        such
        losses, claims, damages, liabilities or related expenses are determined by
        a
        court of competent jurisdiction by final and nonappealable judgment to have
        resulted from the gross negligence or willful misconduct of such
        Indemnitee.

       

      
        
           

        

        
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      (c)  To
        the
        extent that the Borrowers fail to pay any amount required to be paid by it
        to
        the Administrative Agent or any Issuing Bank under paragraph (a) or (b) of
        this
        Section (and without affecting any Borrower’s obligations to pay such amounts),
        each Lender severally agrees to pay to the Administrative Agent or the Issuing
        Bank, as the case may be, such Lender’s pro rata share (determined as of the
        time that the applicable unreimbursed expense or indemnity payment is sought)
        of
        such unpaid amount; provided that the unreimbursed expense or indemnified
        loss,
        claim, damage, liability or related expense, as the case may be, was incurred
        by
        or asserted against the Administrative Agent or the applicable Issuing Bank
        in
        its capacity as such. For purposes hereof, (i) a Lender’s “pro rata share” of
        amounts due to the Administrative Agent under this Section shall be determined
        based upon its share of the sum of the total Credit Exposures, outstanding
        Term
        Loans, the total LC Facility LC Obligations and unused Commitments at the
        time,
        (ii) a Revolving Lender’s “pro rata share” of amounts due to the Revolving
        Issuing Bank under this Section shall be determined based upon its share
        of the
        sum of the total Revolving Commitments at the time and (iii) a Term Lender’s
“pro rata share” of amounts due to the LC Facility Issuing Bank under this
        Section shall be determined based upon its share of the sum of the outstanding
        Term Loans and the total LC Facility LC Obligations at the time.

       

      (d)  To
        the
        extent permitted by applicable law, the Borrowers shall not assert, and each
        hereby waives, any claim against any Indemnitee, on any theory of liability,
        for
        special, indirect, consequential or punitive damages (as opposed to direct
        or
        actual damages) arising out of, in connection with, or as a result of, this
        Agreement or any agreement or instrument contemplated hereby, the Transactions,
        any Loan or Letter of Credit or the use of the proceeds thereof.

       

      (e)  All
        amounts due under this Section shall be payable on written demand
        therefor.

       

      SECTION
        9.04  Successors
        and Assigns. (a)
        The
        provisions of this Agreement shall be binding upon and inure to the benefit
        of
        the parties hereto and their respective successors and assigns permitted
        hereby
        (including any Affiliate of any Issuing Bank that issues any Letter of Credit),
        except that (i) a Borrower may not assign or otherwise transfer any of its
        rights or obligations hereunder without the prior written consent of each
        Lender
        (and any attempted assignment or transfer by a Borrower without such consent
        shall be null and void) and (ii) no Lender may assign or otherwise transfer
        its
        rights or obligations hereunder except in accordance with this Section. Nothing
        in this Agreement, expressed or implied, shall be construed to confer upon
        any
        person (other than the parties hereto, their respective successors and assigns
        permitted hereby (including any Affiliate of the Issuing Bank that issues
        any
        Letter of Credit), Participants (to the extent provided in paragraph (c)
        of this
        Section) and, to the extent expressly contemplated hereby, the Related Parties
        of each of the Administrative Agent, the Issuing Bank and the Lenders) any
        legal
        or equitable right, remedy or claim under or by reason of this
        Agreement.

       

      
        
           

        

        
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      (b)  (i)Subject
        to the conditions set forth in paragraph (b)(ii) below, any Lender may assign
        to
        one or more assignees all or a portion of its rights and obligations under
        this
        Agreement (including all or a portion of its Commitment and the Loans at
        the
        time owing to it) with the prior written consent (such consent not to be
        unreasonably withheld or delayed) of the Administrative Agent and, so long
        as no
        Default or Event of Default is has occurred and is continuing, the Borrowers;
        provided
        that (i)
        no consent of the Administrative Agent shall be required for an assignment
        of a
        Revolving Commitment and Revolving Loans to an assignee that is a Lender,
        an
        Affiliate of a Lender or an Approved Fund immediately prior to giving effect
        to
        such assignment; (ii) no consent of the Borrowers shall be required for an
        assignment of a Revolving Commitment and Revolving Loans to an assignee that
        is
        a Lender, an Affiliate of a Lender or an Approved Fund immediately prior
        to
        giving effect to such assignment; (iii) no consent of the Administrative
        Agent
        or the Borrowers shall be required for an assignment of a Term Loan to an
        assignee that is a Lender, an Affiliate of a Lender or an Approved Fund
        immediately prior to giving effect to such assignment and (iv) no consent
        of the
        Administrative Agent or the Borrowers shall be required for an assignment
        of a
        Credit-Linked Deposit (together with a pro rata share of participations in
        LC
        Facility Letters of Credit) to an assignee that is a Lender, an Affiliate
        of a
        Lender or an Approved Fund immediately prior to giving effect to such
        assignment. 

       

      (ii)  Assignments
        shall be subject to the following additional conditions:

       

      (A)  except
        in
        the case of an assignment to a Lender, an Affiliate of a Lender or an Approved
        Fund or an assignment of the entire remaining amount of the assigning Lender’s
        Loans, Credit-Linked Deposits or Commitment, the amount of the Revolving
        Loans
        and Revolving Commitments of the assigning Lender subject to each such
        assignment (determined as of the date the Assignment and Assumption with
        respect
        to such assignment is delivered to the Administrative Agent) shall not be
        less
        than $5,000,000, or, in the case of a Term Loan or a Credit-Linked Deposits
        (together with a pro rata share of the relevant LC Facility Lender’s
        participations in LC Facility Letters of Credit) of the assigning Lender,
        $1,000,000, unless the Borrowers and the Administrative Agent otherwise consent;
        provided
        that
        no
        such consent of the Borrowers shall be required if an Event of Default has
        occurred and is continuing; and provided,
        further,
        that
        concurrent assignments to members of an Assignee Group and concurrent
        assignments from members of an Assignee Group to a single assignee permitted
        hereunder (or to an assignee permitted hereunder and members of its Assignee
        Group) will be treated as a single assignment for purposes of determining
        whether such minimum amount has been met;

       

      (B)  each
        partial assignment shall be made as an assignment of a proportionate part
        of all
        the assigning Lender’s rights and obligations under this Agreement with respect
        to the Loans, Credit-Linked Deposits and Commitments being assigned;
provided
        that
        this
        clause shall not be construed to prohibit the assignment of a proportionate
        part
        of all the assigning Lender’s rights and obligations in respect of one Class of
        Commitments or Loans or the Credit-Linked Deposits; provided,
        further,
        that
        each assignment of a LC Facility Lender’s Credit-Linked Deposit shall include a
        proportionate assignment of such LC Facility Lender’s participations in LC
        Facility Letters of Credit;

       

      
        
           

        

        
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      (C)  the
        parties to each assignment shall execute and deliver to the Administrative
        Agent
        an Assignment and Assumption, together with a processing and recordation
        fee of
        $3,500; provided,
        however,
        that
        the Administrative Agent may, in its sole discretion, elect to waive such
        processing and recordation fee in the case of any assignment and no more
        than
        one such fee shall be payable in connection with simultaneous assignments
        to or
        by two or more members of an Assignee Group;

       

      (D)  except
        in
        the case of an assignment to an Affiliate of a Lender or an Approved Fund,
        the
        assignee, if it shall not be a Lender, shall deliver to the Administrative
        Agent
        an Administrative Questionnaire;

       

      (E)  the
        consent of the relevant Issuing Bank (such consent not to be unreasonably
        withheld or delayed) shall be required for any assignment that increases
        the
        obligation of the assignee to participate in exposure under one or more Letters
        of Credit (whether or not then outstanding);

       

      (F)  no
        assignment shall be made to either Borrower or any of either Borrower’s
        Affiliates or Subsidiaries; and;

       

      (G)  no
        assignment shall be made to a natural person.

       

      (iii)  Subject
        to acceptance and recording thereof pursuant to paragraph (b)(iv) of this
        Section (except as otherwise provided in Section 9.04(b)(vi)), from and after
        the effective date specified in each Assignment and Assumption the assignee
        thereunder shall be a party hereto and, to the extent of the interest assigned
        by such Assignment and Assumption, have the rights and obligations of a Lender
        under this Agreement, and the assigning Lender thereunder shall, to the extent
        of the interest assigned by such Assignment and Assumption, be released from
        its
        obligations under this Agreement (and, in the case of an Assignment and
        Assumption covering all of the assigning Lender’s rights and obligations under
        this Agreement, such Lender shall cease to be a party hereto but shall continue
        to be entitled to the benefits of Sections 2.13, 2.14, 2.15 and
        9.03,
        as well as to any fees accrued for its account and not yet paid). Any assignment
        or transfer by a Lender of rights or obligations under this Agreement that
        does
        not comply with this Section 9.04, including, without limitation, assignments
        under Section 9.04(b)(vi), shall be treated for purposes of this Agreement
        as a
        sale by such Lender of a participation in such rights and obligations in
        accordance with paragraph (c) of this Section 9.04.

       

      
        
           

        

        
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      (iv)  The
        Administrative Agent, acting for this purpose as an agent of the Borrowers,
        shall maintain at one of its offices a copy of each Assignment and Assumption
        delivered to it and a register for the recordation of the names and addresses
        of
        the Lenders, and the Commitment and Credit-Linked Deposits of, and principal
        amount of the Loans and LC Disbursements owing to, each Lender pursuant to
        the
        terms hereof from time to time (the “Register”). The
        entries in the Register shall be conclusive, and the Borrowers, the
        Administrative Agent, the Issuing Banks and the Lenders may treat each person
        whose name is recorded in the Register pursuant to the terms hereof as a
        Lender
        hereunder for all purposes of this Agreement, notwithstanding notice to the
        contrary. The Register shall be available for inspection by the Borrowers,
        any
        Issuing Bank and any Lender, at any reasonable time and from time to time
        upon
        reasonable prior notice. In the case of any assignment by a Lender to an
        Affiliate of such Lender or an Approved Fund that is made pursuant to paragraph
        (b)(vi) of this Section, such assignment need not be reflected in the Register
        and the assigning Lender shall maintain a comparable register.

       

      (v)  Upon
        its
        receipt of a duly completed Assignment and Assumption executed by an assigning
        Lender and an assignee, the assignee’s completed Administrative Questionnaire
        (unless the assignee shall already be a Lender hereunder), the processing
        and
        recordation fee referred to in paragraph (b) of this Section and any written
        consent to such assignment required by paragraph (b) of this Section, the
        Administrative Agent shall accept such Assignment and Assumption, record
        the
        information contained therein in the Register and promptly provide written
        notice thereof to the Borrowers (which notice shall include a copy of the
        Assignment and Assumption). No assignment shall be effective for purposes
        of
        this Agreement (except for an assignment pursuant to paragraph (b)(vi) of
        this
        Section) unless it has been recorded in the Register as provided in this
        paragraph. Any assignment or transfer by a Lender of rights or obligations
        under
        this Agreement that does not comply with this subsection shall be treated for
        purposes of this Agreement as a sale by such Lender of a participation in
        such
        rights and obligations in accordance with Section 9.04(c).

       

      (vi)  Anything
        contained in this Section to the contrary notwithstanding, a Lender may assign
        any or all of its rights hereunder to an Affiliate of such Lender or an Approved
        Fund without delivering an executed Assignment and Assumption to the
        Administrative Agent and without otherwise complying with all the conditions
        for
        assignment under paragraph (b) of this Section; provided,
        however, that
        (x)
        the Borrowers and the Administrative Agent may continue to deal solely and
        directly with the assigning Lender until all the conditions for assignment
        under
        paragraph (b) of this Section have been complied with, (y) the failure of
        such
        assigning Lender to deliver an Assignment and Assumption and to otherwise
        comply
        with all the conditions for assignment under paragraph (b) of this Section
        shall
        not affect the legality, validity or binding effect of such assignment as
        between the assigning Lender and the Affiliate of such Lender or an Approved
        Fund and (z) such Assignment and Assumption shall be effective as of the
        date of
        execution by the assigning Lender and its Affiliate or the Approved Fund.
        

       

      
        
           

        

        
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      (c)  (i)Any
        Lender may, without the consent of the Borrowers, the Administrative Agent
        or
        any Issuing Bank, sell participations to one or more banks or other entities
        (a
“Participant”) in all or a portion of such Lender’s rights and obligations under
        this Agreement (including all or a portion of its Commitment and the Loans
        owing
        to it); provided that (A) such Lender’s obligations under this Agreement shall
        remain unchanged, (B) such Lender shall remain solely responsible to the
        other
        parties hereto for the performance of such obligations and (C) Parent, Denny’s
        Holdings, the Borrowers, the Administrative Agent, the Issuing Bank and the
        other Lenders shall continue to deal solely and directly with such Lender
        in
        connection with such Lender’s rights and obligations under this Agreement. Any
        agreement or instrument pursuant to which a Lender sells such a participation
        shall provide that such Lender shall retain the sole right to enforce this
        Agreement and to approve any amendment, modification or waiver of any provision
        of this Agreement; provided that such agreement or instrument may provide
        that
        such Lender will not, without the consent of the Participant, agree to any
        amendment, modification or waiver described in clause (i), (ii), (iii) or
        (vi)
        of the first proviso to Section 9.02(b) that affects such Participant. Subject
        to paragraph (c)(ii) of this Section, the Borrowers agree that each Participant
        shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 to the
        same
        extent as if it were a Lender and had acquired its interest by assignment
        pursuant to paragraph (b) of this Section. To the extent permitted by law,
        each
        Participant also shall be entitled to the benefits of Section 9.08 as though
        it
        were a Lender, provided that such Participant agrees to be bound by and subject
        to Sections 2.16(c) and 9.08 as though it were a Lender.

       

      (ii)  A
        Participant shall not be entitled to receive any greater payment under Section
        2.13 or 2.15 than the applicable Lender would have been entitled to receive
        with
        respect to the participation sold to such Participant, unless the sale of
        the
        participation to such Participant is made with the prior written consent
        of the
        Borrowers. A Participant that would be a Foreign Lender if it were a Lender
        shall not be entitled to the benefits of Section 2.15 unless the Borrowers
        are
        notified of the participation sold to such Participant and such Participant
        agrees, for the benefit of the Borrowers, to comply with Section
        2.15(e) as
        though
        it were a Lender.

       

      (d)  Without
        the consent of or notice to the Administrative Agent or the Borrowers, any
        Lender may at any time grant a security interest in all or any portion of
        its
        rights under this Agreement to secure obligations of such Lender, including
        any
        grant to secure obligations to a Federal Reserve Bank, and this Section shall
        not apply to any such grant of a security interest; provided that no such
        grant
        of a security interest shall release a Lender from any of its obligations
        hereunder or substitute any such secured party for such Lender as a party
        hereto.

       

      (e)  The
        words
“execution,” “signed,” “signature,” and words of like import in any Assignment
        and Assumption shall be deemed to include electronic signatures or the keeping
        of records in electronic form, each of which shall be of the same legal effect,
        validity or enforceability as a manually executed signature or the use of
        a
        paper-based recordkeeping system, as the case may be, to the extent and as
        provided for in any applicable law, including the Federal Electronic Signatures
        in Global and National Commerce Act, the New York State Electronic Signatures
        and Records Act, or any other similar state laws based on the Uniform Electronic
        Transactions Act.

       

      
        
           

        

        
          117

          
            

          

        

        
           

        

      

      (f)  Notwithstanding
        anything to the contrary contained herein, any Lender (a “Granting
        Lender”)
        may
        grant to a special purpose funding vehicle identified as such in writing
        from
        time to time by the Granting Lender to the Administrative Agent and the
        Borrowers (an “SPC”)
        the
        option to provide all or any part of any Loan or Credit-Linked Deposit that
        such
        Granting Lender would otherwise be obligated to make pursuant to this Agreement;
        provided
        that (i)
        nothing herein shall constitute a commitment by any SPC to fund any Loan
        or
        Credit-Linked Deposit, and (ii) if an SPC elects not to exercise such option
        or
        otherwise fails to make all or any part of such Loan or such Credit-Linked
        Deposit, the Granting Lender shall be obligated to make such Loan or such
        Credit-Linked Deposit pursuant to the terms hereof or, if it fails to do
        so, to
        make such payment to the Administrative Agent as is required under Section
        2.05.
        Each
        party hereto hereby agrees that (i) neither the grant to any SPC nor the
        exercise by any SPC of such option shall increase the costs or expenses or
        otherwise increase or change the obligations of the Borrowers under this
        Agreement (including, without limitation, its obligations under Sections
        2.14 and 2.15),
        (ii)
        no SPC shall be liable for any indemnity or similar payment obligation under
        this Agreement for which a Lender would be liable (such liability remaining
        with
        the Granting Lender), and (iii) the Granting Lender shall for all purposes,
        including the approval of any amendment, waiver or other modification of
        any
        provision of any Loan Document, remain the lender of record hereunder. The
        making of a Loan or a Credit-Linked Deposit by an SPC hereunder shall utilize
        the Commitment of the Granting Lender to the same extent, and as if, such
        Loan
        or such Credit-Linked Deposit were made by such Granting Lender. In furtherance
        of the foregoing, each party hereto hereby agrees (which agreement shall
        survive
        the termination of this Agreement) that, prior to the date that is one year
        and
        one day after the payment in full of all outstanding commercial paper or
        other
        senior debt of any SPC, it will not institute against, or join any other
        Person
        in instituting against, such SPC any bankruptcy, reorganization, arrangement,
        insolvency, or liquidation proceeding under the laws of the United States
        or any
        State thereof. Notwithstanding anything to the contrary contained herein,
        any
        SPC may (i) with notice to, but without prior consent of the Borrowers and
        the
        Administrative Agent and with the payment of a processing fee in the amount
        of
        $3,500 (which processing fee may be waived by the Administrative Agent in
        its
        sole discretion) assign all or any portion of its right to receive payment
        with
        respect to any Loan or Credit-Linked Deposit to the Granting Lender and (ii)
        disclose on a confidential basis any non-public information relating to its
        funding of Loans or Credit-Linked Deposits to any rating agency, commercial
        paper dealer or provider of any surety or Guarantee or credit or liquidity
        enhancement to such SPC.

       

      (g)  Notwithstanding
        anything to the contrary contained herein, if at any time (i) Bank of America
        assigns all of its Revolving Commitment and Revolving Loans, Bank of America
        may, upon 30 days’ notice to the Borrowers and the Lenders, resign as Revolving
        Issuer Bank or (ii) Bank of America assigns all of its Credit-Linked Deposits
        (together with a pro rata share of its participations in LC Facility Letters
        of
        Credit), Bank of America may, upon 30 days’ notice to the Borrowers and the
        Lenders, resign as LC Facility Issuer Bank. In the event of any such
        resignation, the Borrower shall be entitled to appoint from among the relevant
        Lenders a successor Issuing Bank (as applicable) hereunder; provided,
        however,
        that no
        failure by the Borrower to appoint any such successor shall affect the
        resignation of Bank of America in its capacity as the relevant Issuing Bank.
        If
        Bank of America resigns any Issuing Bank, it shall retain all the rights,
        powers, privileges and duties of such Issuing Bank hereunder with respect
        to all
        applicable Letters of Credit outstanding as of the effective date of its
        resignation as Issuing Bank and all Revolving LC Obligations and/or LC Facility
        LC Obligations, as the case may be, with respect thereto (including the right
        to
        require the relevant Lenders fund risk participations as provided herein).
        Upon
        the appointment of a successor Issuing Bank, (a) such successor shall succeed
        to
        and become vested with all of the rights, powers, privileges and duties of
        the
        retiring Issuing Bank, and (b) the successor Issuing Bank shall issue Letters
        of
        Credit in substitution for the Letters of Credit issued by Bank of America
        as
        Issuing Bank, if any, outstanding at the time of such succession or make
        other
        arrangements satisfactory to Bank of America to effectively assume the
        obligations of Bank of America with respect to such Letters of
        Credit.

       

      
        
           

        

        
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      SECTION
        9.05  Survival.
        All
        covenants, agreements, representations and warranties made by Parent, Denny’s
        Holdings, DFO and the Borrowers herein, in the other Loan Documents, and
        in the
        certificates or other instruments delivered in connection with or pursuant
        to
        this Agreement and the other Loan Documents shall be considered to have been
        relied upon (and will be relied upon) by the other parties hereto and shall
        survive the execution and delivery of this Agreement and the making of any
        Loans
        and issuance of any Letters of Credit, regardless of any investigation made
        by
        any such other party or on its behalf and notwithstanding that the
        Administrative Agent, the Issuing Bank or any Lender may have had notice
        or
        knowledge of any Default or incorrect representation or warranty at the time
        any
        credit is extended hereunder, and shall continue in full force and effect
        as
        long as the principal of or any accrued interest on any Loan or any fee or
        any
        other amount payable under this Agreement is outstanding and unpaid or any
        Letter of Credit is outstanding and so long as the Commitments have not expired
        or terminated. The provisions of Sections 2.13, 2.14, 2.15 and 9.03 and Article
        VIII shall survive and remain in full force and effect regardless of the
        consummation of the transactions contemplated hereby, the repayment of the
        Loans, the expiration or termination of the Letters of Credit and the
        Commitments or the termination of this Agreement or any provision
        hereof.

       

      SECTION
        9.06  Counterparts;
        Integration; Effectiveness. This
        Agreement may be executed in counterparts (and by different parties hereto
        on
        different counterparts), each of which shall constitute an original, but
        all of
        which when taken together shall constitute a single contract. This Agreement
        and
        any separate letter agreements with respect to fees payable to the
        Administrative Agent constitute the entire contract among the parties relating
        to the subject matter hereof and supersede any and all previous agreements
        and
        understandings, oral or written, relating to the subject matter hereof. Except
        as provided in Section 4.02, this Agreement shall become effective when it
        shall
        have been executed by the Administrative Agent and when the Administrative
        Agent
        shall have received counterparts hereof which, when taken together, bear
        the
        signatures of each of the other parties hereto, and thereafter shall be binding
        upon and inure to the benefit of the parties hereto and their respective
        successors and assigns. Delivery of an executed counterpart of a signature
        page
        of this Agreement by telecopy shall be effective as delivery of a manually
        executed counterpart of this Agreement.

       

      
        
           

        

        
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      SECTION
        9.07  Severability.
        Any
        provision of this Agreement held to be invalid, illegal or unenforceable
        in any
        jurisdiction shall, as to such jurisdiction, be ineffective to the extent
        of
        such invalidity, illegality or unenforceability without affecting the validity,
        legality and enforceability of the remaining provisions hereof; and the
        invalidity of a particular provision in a particular jurisdiction shall not
        invalidate such provision in any other jurisdiction.

       

      SECTION
        9.08  Right
        of Setoff. If
        an
        Event of Default shall have occurred and be continuing, each of the
        Administrative Agent, the Collateral Agent and each Lender and each of their
        respective Affiliates is hereby authorized at any time and from time to time,
        to
        the fullest extent permitted by law, (i) to effect an administrative hold
        with
        respect to any and all deposits at any time held and (ii) to setoff and apply
        any and all deposits (general or special, time or demand, provisional or
        final)
        at any time held and other obligations at any time owing by such Lender or
        Affiliate to or for the credit or the account of a Borrower against any of
        and
        all the obligations of such Borrower now or hereafter existing under this
        Agreement held by such Lender, irrespective of whether or not such Lender
        shall
        have made any demand under this Agreement and although such obligations may
        be
        unmatured. The rights of the Administrative Agent, the Collateral Agent and
        each
        Lender under this Section are in addition to other rights and remedies
        (including other rights of setoff) which such party may have.

       

      SECTION
        9.09  Governing
        Law, Jurisdiction, Consent to Service of Process. (a)
        This
        Agreement shall be construed in accordance with and governed by the law of
        the
        State of New York.

       

      (b)  Each
        of
        the Borrowers, Parent and Denny’s Holdings each hereby irrevocably and
        unconditionally submits, for itself and its property, to the nonexclusive
        jurisdiction of the Supreme Court of the State of New York sitting in New
        York
        County and of the United States District Court of the Southern District of
        New
        York, and any appellate court from any thereof, in any action or proceeding
        arising out of or relating to this Agreement, or for recognition or enforcement
        of any judgment, and each of the parties hereto hereby irrevocably and
        unconditionally agrees that all claims in respect of any such action or
        proceeding may be heard and determined in such New York State or, to the
        extent
        permitted by law, in such Federal court. Each of the parties hereto agrees
        that
        a final judgment in any such action or proceeding shall be conclusive and
        may be
        enforced in other jurisdictions by suit on the judgment or in any other manner
        provided by law. Nothing in this Agreement shall affect any right that the
        Administrative Agent, the Issuing Bank or any Lender may otherwise have to
        bring
        any action or proceeding relating to this Agreement against the Borrowers,
        Parent or Denny’s Holdings or their respective properties in the courts of any
        jurisdiction.

       

      (c)  Each
        of
        the Borrowers, Parent and Denny’s Holdings each hereby irrevocably and
        unconditionally waives, to the fullest extent it may legally and effectively
        do
        so, any objection which it may now or hereafter have to the laying of venue
        of
        any suit, action or proceeding arising out of or relating to this Agreement
        in
        any court referred to in paragraph (b) of this Section. Each of the parties
        hereto hereby irrevocably waives, to the fullest extent permitted by law,
        the
        defense of an inconvenient forum to the maintenance of such action or proceeding
        in any such court.

       

      
        
           

        

        
          120

          
            

          

        

        
           

        

      

      (d)  Each
        party to this Agreement irrevocably consents to service of process in the
        manner
        provided for notices in Section 9.01. Nothing in this Agreement will affect
        the
        right of any party to this Agreement to serve process in any other manner
        permitted by law.

       

      SECTION
        9.10  WAIVER
        OF JURY TRIAL. EACH
        PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
        LAW,
        ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY
        OR
        INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
        CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
        EACH
        PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
        OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
        WOULD
        NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
        (B)
        ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
        INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
        CERTIFICATIONS IN THIS SECTION.

       

      SECTION
        9.11  Headings.
        Article
        and Section headings and the Table of Contents used herein are for convenience
        of reference only, are not part of this Agreement and shall not affect the
        construction of, or be taken into consideration in interpreting, this
        Agreement.

       

      SECTION
        9.12  Confidentiality.
        Each
        of
        the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain
        the confidentiality of the Information, except that Information may be disclosed
        (a) to its and its Affiliates’ directors, officers, employees and agents,
        including accountants, legal counsel and other advisors (it being understood
        that the persons to whom such disclosure is made will be informed of the
        confidential nature of such Information and instructed to keep such Information
        confidential), (b) to the extent requested by any regulatory authority, (c)
        to
        the extent required by applicable laws or regulations or by any subpoena
        or
        similar legal process, (d) subject to Section 9.15, to any other party to
        this
        Agreement, (e) in connection with the exercise of any remedies hereunder,
        under
        any other Loan Document or any suit, action or proceeding relating to this
        Agreement or the enforcement of rights hereunder, or any other Loan Document,
        (f) subject to Section 9.15, pursuant to an agreement containing provisions
        substantially the same as those of this Section, to (i) any assignee of or
        Participant in, or any prospective assignee of or Participant in, any of
        its
        rights or obligations under this Agreement or (ii) any actual or prospective
        counterparty (or its advisors) to any swap or derivative transaction relating
        to
        any Borrower and its obligations, (g) with the consent of the Borrowers or
        (h)
        to the extent such Information (i) becomes publicly available other than
        as a
        result of a breach of this Section or (ii) becomes available to the
        Administrative Agent, any Issuing Bank or any Lender on a nonconfidential
        basis
        from a source other than the Borrowers. Any person required to maintain the
        confidentiality of Information as provided in this Section shall be considered
        to have complied with its obligation to do so if such person has exercised
        the
        same degree of care to maintain the confidentiality of such Information as
        such
        person would accord to its own confidential information.

       

      
        
           

        

        
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      SECTION
        9.13  Interest
        Rate Limitation. Notwithstanding
        anything herein to the contrary, if at any time the interest rate applicable
        to
        any Loan, together with all fees, charges and other amounts which are treated
        as
        interest on such Loan under applicable law (collectively, the “Charges”),
        shall
        exceed the maximum lawful rate (the “Maximum
        Rate”) which
        may
        be contracted for, charged, taken, received or reserved by the Lender holding
        such Loan in accordance with applicable law, the rate of interest payable
        in
        respect of such Loan hereunder, together with all Charges payable in respect
        thereof, shall be limited to the Maximum Rate and, to the extent lawful,
        the
        interest and Charges that would have been payable in respect of such Loan
        but
        were not payable as a result of the operation of this Section shall be cumulated
        and the interest and Charges payable to such Lender in respect of other Loans
        or
        periods shall be increased (but not above the Maximum Rate therefor) until
        such
        cumulated amount, together with interest thereon at the Federal Funds Effective
        Rate to the date of repayment, shall have been received by such
        Lender.

       

      SECTION
        9.14  Obligations
        Joint and Several. Each
        Borrower agrees that it shall, jointly with each other Borrower and severally,
        be liable for all the Obligations. Each Borrower further agrees that the
        Obligations of any other Borrower may be extended and renewed, in whole or
        in
        part, without notice to or further assent from it, and that it will remain
        bound
        upon its agreement hereunder notwithstanding any extension or renewal of
        any
        Obligation of any other Borrower. Upon payment by a Borrower of any sums
        as
        provided above, all rights of indemnity, contribution or subrogation under
        applicable law or otherwise shall be fully subordinated to the indefeasible
        payment in full in cash of the Obligations. 

       

      SECTION
        9.15  Public
        Lenders. The
        Borrowers hereby acknowledge that (a) the Administrative Agent and/or the
        Arranger will make available to the Lenders and the Issuing Banks materials
        and/or information provided by or on behalf of the Borrowers hereunder
        (collectively, “Borrower
        Materials”) by
        posting the Borrower Materials on IntraLinks or another similar electronic
        system (the “Platform”)
        and
        (b)
        certain of the Lenders may be “public-side” Lenders (i.e.,
        Lenders
        that do not wish to receive material non-public information with respect
        to the
        Borrowers or their respective securities) (each, a “Public
        Lender”).
        The
        Borrowers hereby agree that (w) all Borrower Materials that are to be made
        available to Public Lenders shall be clearly and conspicuously marked “PUBLIC”
which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently
        on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the
        Borrowers shall be deemed to have authorized the Administrative Agent, the
        Arranger, the Issuing Banks and the Lenders to treat such Borrower Materials
        as
        either publicly available information or not material information (although
        it
        may be sensitive and proprietary) with respect to the Borrowers or their
        respective securities for purposes of United States Federal and state securities
        laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made
        available through a portion of the Platform designated “Public Investor;” and
        (z) the Administrative Agent and the Arranger shall be entitled to treat
        any
        Borrower Materials that are not marked “PUBLIC” as being suitable only for
        posting on a portion of the Platform not designated “Public
        Investor.”

       

      SECTION
        9.16  No
        Advisory or Fiduciary Responsibility. In
        connection with all aspects of each transaction contemplated hereby, each
        Borrower and each other Loan Party acknowledges and agrees, and acknowledges
        its
        Affiliates’ understanding, that: (i) the credit facilities provided for
        hereunder and any related arranging or other services in connection
        therewith (including in connection with any amendment, waiver or other
        modification hereof or of any other Loan Document) are an arm’s-length
        commercial transaction between each Borrower, each other Loan Party and their
        respective Affiliates, on the one hand, and the Administrative Agent and
        the
        Arranger, on the other hand, and each Borrower and each other Loan Party
        is
        capable of evaluating and understanding and understands and accepts the terms,
        risks and conditions of the transactions contemplated hereby and by the other
        Loan Documents (including any amendment, waiver or other modification hereof
        or
        thereof); (ii) in connection with the process leading to such transaction,
        each
        of the Administrative Agent and the Arranger is and has been acting solely
        as a
        principal and is not the financial advisor, agent or fiduciary, for any
        Borrower, any other Loan Party or any of their respective Affiliates,
        stockholders, creditors or employees or any other person; (iii) neither the
        Administrative Agent nor the Arranger has assumed or will assume an advisory,
        agency or fiduciary responsibility in favor of any Borrower or any other
        Loan
        Party with respect to any of the transactions contemplated hereby or the
        process
        leading thereto, including with respect to any amendment, waiver or other
        modification hereof or of any other Loan Document (irrespective of whether
        the
        Administrative Agent or the Arranger has advised or is currently advising
        any
        Borrower, any other Loan Party or any of their respective Affiliates on other
        matters) and neither the Administrative Agent nor the Arranger has any
        obligation to any Borrower, any other Loan Party or any of their respective
        Affiliates with respect to the transactions contemplated hereby except those
        obligations expressly set forth herein and in the other Loan Documents; (iv)
        the
        Administrative Agent, the Arranger and their respective Affiliates may be
        engaged in a broad range of transactions that involve interests that differ
        from
        those of the Borrowers, the other Loan Parties and their respective Affiliates,
        and neither the Administrative Agent nor the Arranger has any obligation
        to
        disclose any of such interests by virtue of any advisory, agency or fiduciary
        relationship; and (v) the Administrative Agent and the Arranger have not
        provided and will not provide any legal accounting, regulatory or tax advice
        with respect to any of the transactions contemplated hereby (including any
        amendment, waiver or other modification hereof or of any other Loan Document)
        and each of the Borrowers and the other Loan Parties has consulted its own
        legal, accounting, regulatory and tax advisors to the extent it has deemed
        appropriate. Each of the Borrowers and the other Loan Parties hereby waives
        and
        releases to the fullest extent permitted by law, any claims that it may have
        against the Administrative Agent and the Arranger with respect to any breach
        or
        alleged breach of agency or fiduciary duty with respect to the transactions
        contemplated hereby.

      
        
           

        

        
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      SECTION
        9.17  USA
        PATRIOT Act Notice. Each
        Lender that is subject to the Act (as hereinafter defined) and the
        Administrative Agent (for itself and not on behalf of any Lender) hereby
        notifies each Borrower that pursuant to the requirements of the USA Patriot
        Act
        (Title III of Pub. L. 107-56
        (signed
        into law October 26, 2001)) (the “Act”),
        it
        is
        required to obtain, verify and record information that identifies each Borrower,
        which information includes the name and address of each Borrower and other
        information that will allow such Lender or the Administrative Agent, as
        applicable, to identify each Borrower in accordance with the Act.

       

      SECTION
        9.18  Effect
        on Existing Credit Agreement. Upon
        the
        execution and delivery by the parties hereto of this Agreement and the
        satisfaction of the conditions set forth in Sections 4.01 and 4.02,
        (i) this Agreement shall, except to the extent explicitly provided herein,
        be deemed to amend, restate and supersede the Existing Credit Agreement;
        provided
        that the
        obligations of the Loan Parties (party hereto) under the Existing Credit
        Agreement and the grant of security interest in the Collateral by the relevant
        Loan Parties under the Existing Credit Agreement and the other “Loan Documents”
(as defined in the Existing Credit Agreement) shall continue under this
        Agreement and the other Loan Documents, and shall not in any event be
        terminated, extinguished or annulled, but shall hereafter be governed by
        this
        Agreement,
        (ii) all
        Obligations under the Existing Credit Agreement and the other “Loan Documents”
(as
        defined in the Existing Credit Agreement)
        shall
        continue to be outstanding except as expressly modified by this Agreement
        and
        shall be governed in all respects by this Agreement and the other Loan
        Documents, it being agreed and understood that this Agreement does not
        constitute a novation, satisfaction, payment or reborrowing of any Obligation
        under the Existing Credit Agreement or any other “Loan Documents” (as
        defined in the Existing Credit Agreement) except
        as
        expressly modified by this Agreement, nor does it operate as a waiver of
        any
        right, power or remedy of any Lender under any “Loan Documents” (as
        defined in the Existing Credit Agreement)
        and
        (iii) all references to the Existing Credit Agreement in any Loan Document
        or other document or instrument delivered in connection therewith shall be
        deemed to refer to this Agreement and the provisions hereof.

       

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      IN
        WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
        of the
        day and year first above written.

       

       

                          DENNY’S,
        INC.

       

                          By:
/s/
        Alex Lewis   

                          Name:
        Alex
        Lewis

                          Title: Vice
        President and Treasurer

      


       

      


       


      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



       

                          DENNY’S
        REALTY,
        LLC

       

      


      


                          By: DFO,
        LLC

                          Its: Sole
        Member

      


      


                          By: Denny’s
        Inc.

                          Its: Sole
        Member

      


      


                          By:
/s/
        Alex Lewis   

                          Name:
        Alex
        Lewis

                          Title: Vice
        President and Treasurer

          


       

      


       


      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



       

                          DENNY’S
        CORPORATION

       

                          By:
/s/
        Alex Lewis   

                          Name:
        Alex
        Lewis

                          Title: Vice
        President and Treasurer

      


       

      


       


      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



       

                          DENNY’S
        HOLDINGS,
        INC.

       

                          By:
/s/
        Nicholas Fortuna  

                          Name:
        Nicholas
        Fortuna

                          Title: Vice
        President

      


      


       

      


       


      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



       

                          DFO,
        LLC

       

      


      


                          By: Denny’s
        Inc.

                          Its: Sole
        Member

       

       

                                 
        By: /s/
        Alex Lewis   

                          Name:
        Alex
        Lewis

                          Title: Vice
        President and Treasurer

      


      


       

      


       


      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



                          BANK
        OF AMERICA,
        N.A.,

                          as
        Administrative
        Agent and

                          Collateral
        Agent,

       

                          By: /s/
        Tamisha U. Eason  

                          Name: Tamisha
        U. Eason

                          Title: Vice
        President

      


       

      


       


      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



                          BANK
        OF AMERICA,
        N.A.,

                          as
        Revolving Issuing
        Bank and 

                          LC
        Facility Issuing
        Bank 

       

                          By: /s/
        John H. Schmidt  

                          Name: John
        H.
        Schmidt

                          Title: Vice
        President

       

      


       


      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



                          BANK
        OF AMERICA,
        N.A.,

                          as
        Lender


       

                          By:  /s/
        John H. Schmidt  

                          Name: John
        H.
        Schmidt

                          Title: Vice
        President

       

      


       


      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



                          CITIBANK,
        N.A.,
        as
        Lender 

      


       

      


       

                          By: /s/
        Juan Carlos Lorenzo 

                          Name: Juan
        Carlos Lorenzo

                          Title: Vice
        President

      


      


      



      
        
          
            [Signature
              Page to the Amended and Restated Credit Agreement]

            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



                          GENERAL
        ELECTRIC
        CAPITAL CORPORATION,

                          as
        Lender


      


       

      


       

                          By: /s/
        Rebecca A. Ford  

                          Name: Rebecca
        A. Ford

                          Title: Duly
        Authorized Signatory

      


      


      



      
        
          
            [Signature
              Page to the Amended and Restated Credit Agreement]

            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



                          MERRILL
        LYNCH
        CAPITAL,
        a
        division of Merrill Lynch Business 

                          Financial
        Services
        Inc., as Lender 

      


       

      


       

                          By: /s/
        Kelli O’Connell  

                          Name: Kelli
        O’Connell

                          Title: Vice
        President

      


      


      



      
        
          
            [Signature
              Page to the Amended and Restated Credit Agreement]

            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



                          WELLS
        FARGO BANK,
        N.A.,
        as
        Lender 

      


       

      


       

                          By: /s/
        J.
        Nicholas Cole  

                          Name: J.
        Nicholas Cole

                          Title: Managing
        Director

      


      


                          By: /s/
        Stephen A. Leon  

                          Name: Stephen
        A. Leon

                          Title: Managing
        Director

      


      


      


      



      
        
          
            [Signature
              Page to the Amended and Restated Credit Agreement]

            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



                          WELLS
        FARGO FOOTHILL,
        INC.,
        as
        Lender 

      


       

      


       

                          By: /s/
        Ilene Silberman  

                          Name: Ilene
        Silberman

                          Title: Vice
        President

      


      


      



      
        
          
            [Signature
              Page to the Amended and Restated Credit Agreement]

            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



                          SOVEREIGN
        BANK,
        as
        Lender 

      


       

      


       

                          By: /s/
        Ravi Kacker  

                          Name: Ravi
        Kacker

                          Title: Senior
        Vice President

       

       

       

       

      [Signature
        Page to the Amended and Restated Credit
        Agreement]