<PAGE>

                                                                    Exhibit 10.5

*TEXT OMITTED AND FILED SEPARATELY. CONFIDENTIAL TREATMENT REQUESTED BY VICORP
RESTAURANTS, INC. UNDER 17 C.F.R. SECTIONS 200.80(b)(4) AND 200.83 AND UNDER
RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

================================================================================

                                                               Execution Version

                              AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT

                                  BY AND AMONG

                              VI ACQUISITION CORP.

                                   AS PARENT,

                            VICORP RESTAURANTS, INC.

                                  AS BORROWER,

                     THE LENDERS THAT ARE SIGNATORIES HERETO

                                 AS THE LENDERS,

                                       AND

                           WELLS FARGO FOOTHILL, INC.

                    AS THE ARRANGER AND ADMINISTRATIVE AGENT

                           DATED AS OF APRIL 14, 2004

================================================================================
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>
1.  DEFINITIONS AND CONSTRUCTION...........................................................................      2
    1.1      Definitions...................................................................................      2
    1.2      Accounting Terms..............................................................................     38
    1.3      Code..........................................................................................     39
    1.4      Construction..................................................................................     39
    1.5      Schedules and Exhibits........................................................................     39
2.  LOAN AND TERMS OF PAYMENT..............................................................................     39
    2.1      Revolver Advances.............................................................................     39
    2.2      Term Loan.....................................................................................     40
    2.3      Borrowing Procedures and Settlements..........................................................     40
    2.4      Payments......................................................................................     47
    2.5      Overadvances..................................................................................     51
    2.6      Interest Rates and Letter of Credit Fee:  Rates, Payments, and Calculations...................     52
    2.7      Cash Management...............................................................................     53
    2.8      Crediting Payments............................................................................     55
    2.9      Designated Account............................................................................     55
    2.10     Maintenance of Loan Account; Statements of Obligations........................................     55
    2.11     Fees..........................................................................................     56
    2.12     Letters of Credit.............................................................................     56
    2.13     LIBOR Option..................................................................................     59
    2.14     Capital Requirements..........................................................................     62
3.  CONDITIONS; TERM OF AGREEMENT..........................................................................     62
    3.1      Conditions Precedent to the Initial Extension of Credit.......................................     62
    3.2      Conditions Subsequent to the Initial Extension of Credit......................................     66
    3.3      Conditions Precedent to all Extensions of Credit..............................................     67
    3.4      Term..........................................................................................     67
    3.5      Effect of Termination.........................................................................     67
    3.6      Early Termination by Borrower.................................................................     68
</TABLE>

                                      -i-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>
4.  CREATION OF SECURITY INTEREST..........................................................................     69
    4.1      Grant of Security Interest....................................................................     69
    4.2      Negotiable Collateral.........................................................................     69
    4.3      Collection of Accounts, General Intangibles, and Negotiable Collateral........................     69
    4.4      Filing of Financing Statements; Commercial Tort Claims; Delivery of Additional
             Documentation Required........................................................................     70
    4.5      Power of Attorney.............................................................................     71
    4.6      Right to Inspect..............................................................................     71
    4.7      Control Agreements............................................................................     72
5.  REPRESENTATIONS AND WARRANTIES.........................................................................     72
    5.1      No Encumbrances...............................................................................     72
    5.2      [intentionally omitted].......................................................................     72
    5.3      [intentionally omitted].......................................................................     72
    5.4      Equipment.....................................................................................     72
    5.5      Location of Inventory and Equipment...........................................................     72
    5.6      Inventory Records.............................................................................     73
    5.7      State of Incorporation; Location of Chief Executive Office; Organizational
             Identification Number; Commercial Tort Claims.................................................     73
    5.8      Due Organization and Qualification; Subsidiaries..............................................     73
    5.9      Due Authorization; No Conflict................................................................     74
    5.10     Litigation....................................................................................     75
    5.11     No Material Adverse Change....................................................................     75
    5.12     Fraudulent Transfer...........................................................................     76
    5.13     Employee Benefits.............................................................................     76
    5.14     Environmental Condition.......................................................................     76
    5.15     Brokerage Fees................................................................................     76
    5.16     Intellectual Property.........................................................................     76
    5.17     Leases........................................................................................     77
    5.18     Deposit Accounts and Securities Accounts......................................................     77
</TABLE>

                                      -ii-
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>
    5.19     Complete Disclosure...........................................................................     77
    5.20     Indebtedness..................................................................................     77
6.  AFFIRMATIVE COVENANTS..................................................................................     78
    6.1      Accounting System.............................................................................     78
    6.2      Collateral Reporting..........................................................................     78
    6.3      Financial Statements, Reports, Certificates...................................................     79
    6.4      Guarantor Reports.............................................................................     81
    6.5      [intentionally omitted].......................................................................     81
    6.6      Maintenance of Properties.....................................................................     81
    6.7      Taxes.........................................................................................     81
    6.8      Insurance.....................................................................................     82
    6.9      Location of Inventory and Equipment...........................................................     82
    6.10     Compliance with Laws..........................................................................     82
    6.11     Leases........................................................................................     83
    6.12     Existence.....................................................................................     83
    6.13     Environmental.................................................................................     83
    6.14     Disclosure Updates............................................................................     83
    6.15     Formation of Subsidiaries.....................................................................     83
7.  NEGATIVE COVENANTS.....................................................................................     84
    7.1      Indebtedness..................................................................................     84
    7.2      Liens.........................................................................................     85
    7.3      Restrictions on Fundamental Changes...........................................................     86
    7.4      Disposal of Assets............................................................................     86
    7.5      Change Name...................................................................................     86
    7.6      Nature of Business............................................................................     86
    7.7      Prepayments and Amendments....................................................................     86
    7.8      Change of Control.............................................................................     87
    7.10     Distributions.................................................................................     87
    7.11     Accounting Methods............................................................................     88
</TABLE>

                                     -iii-
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>
    7.12     Investments...................................................................................     88
    7.13     Transactions with Affiliates..................................................................     89
    7.14     Suspension....................................................................................     89
    7.15     [intentionally omitted].......................................................................     89
    7.16     Use of Proceeds...............................................................................     89
    7.17     Inventory and Equipment with Bailees..........................................................     89
    7.18     Financial Covenants...........................................................................     89
8.  EVENTS OF DEFAULT......................................................................................     90
9.  THE LENDER GROUP'S RIGHTS AND REMEDIES.................................................................     93
    9.1      Rights and Remedies...........................................................................     93
    9.2      Remedies Cumulative...........................................................................     95
10. TAXES AND EXPENSES.....................................................................................     95
11. WAIVERS; INDEMNIFICATION...............................................................................     96
    11.1     Demand; Protest; etc..........................................................................     96
    11.2     The Lender Group's Liability for Borrower Collateral..........................................     96
    11.3     Indemnification...............................................................................     96
12. NOTICES................................................................................................     97
13. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.............................................................     98
14. ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.............................................................     99
    14.1     Assignments and Participations................................................................     99
    14.2     Successors...................................................................................     102
15. AMENDMENTS; WAIVERS...................................................................................     102
    15.1     Amendments and Waivers.......................................................................     102
    15.2     Replacement of Holdout Lender................................................................     103
    15.3     No Waivers; Cumulative Remedies..............................................................     104
16. AGENT; THE LENDER GROUP...............................................................................     104
    16.1     Appointment and Authorization of Agent.......................................................     104
    16.2     Delegation of Duties.........................................................................     105
    16.3     Liability of Agent...........................................................................     105
</TABLE>

                                      -iv-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>
    16.4     Reliance by Agent............................................................................     106
    16.5     Notice of Default or Event of Default........................................................     106
    16.6     Credit Decision..............................................................................     106
    16.7     Costs and Expenses; Indemnification..........................................................     107
    16.8     Agent in Individual Capacity.................................................................     108
    16.9     Successor Agent..............................................................................     108
    16.10    Lender in Individual Capacity................................................................     108
    16.11    Withholding Taxes............................................................................     109
    16.12    Collateral Matters...........................................................................     111
    16.13    Restrictions on Actions by Lenders; Sharing of Payments......................................     112
    16.14    Agency for Perfection........................................................................     112
    16.15    Payments by Agent to the Lenders.............................................................     113
    16.16    Concerning the Collateral and Related Loan Documents.........................................     113
    16.17    Field Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other
             Reports and Information......................................................................     113
    16.18    Several Obligations; No Liability............................................................     114
    16.19    Bank Product Providers.......................................................................     114
    16.20    Legal Representation of Agent................................................................     115
17. GENERAL PROVISIONS....................................................................................     115
    17.1     Effectiveness................................................................................     115
    17.2     Section Headings.............................................................................     115
    17.3     Interpretation...............................................................................     115
    17.4     Severability of Provisions...................................................................     115
    17.5     Counterparts; Electronic Execution...........................................................     115
    17.6     Revival and Reinstatement of Obligations.....................................................     115
    17.7     Confidentiality..............................................................................     116
    17.8     Integration..................................................................................     116
</TABLE>

                                      -v-
<PAGE>

                AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

            THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this
"Agreement"), is entered into as of April 14, 2004, by and among, on the one
hand, the lenders identified on the signature pages hereof (such lenders,
together with their respective successors and permitted assigns, are referred to
hereinafter each individually as a "Lender" and collectively as the "Lenders")
and WELLS FARGO FOOTHILL, INC., a California corporation ("WFF"), as the
arranger and administrative agent for the Lenders (in such capacity, together
with its successors and assigns in such capacity, "Agent") and, on the other
hand, VI ACQUISITION CORP., a Delaware corporation ("Parent"), and VICORP
RESTAURANTS, INC., a Colorado corporation ("Borrower").

            WHEREAS, Parent, Borrower, Midway Investors Holdings Inc., a
Delaware corporation ("Midway"), SunTrust Bank, a Georgia banking corporation,
as administrative agent ("Existing Agent") and the other persons signatory
thereto in their capacity as lenders (collectively, the "Existing Lenders" and
together with the Existing Agent, the "Existing Lender Group") are parties to
that certain Credit Agreement (as amended, supplemented, or otherwise modified
from time to time prior to the date hereof, the "Existing Loan Agreement"),
dated as of June 13, 2003, pursuant to which the Existing Lender Group provided
Borrower with (i) a revolving loan facility in an aggregate principal amount of
$25,000,000 (the "Existing Revolving Loan"), (ii) a term A loan in an aggregate
principal amount of $48,000,000 (the "Existing Term Loan A"), and (iii) a term B
loan in an aggregate principal amount of $42,000,000 (the "Existing Term Loan
B") (collectively, the Existing Revolving Loan, Existing Term Loan A, and
Existing Term Loan B are referred to herein as the "Existing Loans");

            WHEREAS, the proceeds of a $126,530,000 senior unsecured high yield
offering, will be used to (i) retire Borrower's existing subordinated
indebtedness and partially repay the obligations under the Existing Loan
Agreement, (ii) pay certain transactional fees, costs, and expenses related to
this Agreement, (iii) pay the Existing Term Loan A and the Existing Term Loan B
in full, and (iv) finance the ongoing working capital, capital expenditures, and
general corporate needs of Borrower;

            WHEREAS, WFF and each Existing Lender are parties to those certain
Assignment and Acceptance Agreements, each dated as of April 14, 2004
(collectively, the "Existing Lender Group Assignments) pursuant to which each
Existing Lender assigned all of its right, title and interest in and to the
Existing Loans to WFF;

            WHEREAS, WFF, Existing Agent, and Existing Lenders are parties to
that certain Resignation Letter, dated as of April 14, 2004 (the "SunTrust
Resignation Letter"), pursuant to which Existing Agent resigned and Existing
Lenders appointed WFF as Agent;

            WHEREAS, Borrower has requested that the Existing Loan Agreement be
amended and restated in its entirety to, among other things (i) increase the
Existing

                                       1
<PAGE>

Revolving Loan from $25,000,000 to $30,000,000, and (ii) consolidate Existing
Term Loan A and Existing Term Loan B into one term loan after taking into effect
the repayment of Existing Term Loan A and Existing Term Loan B resulting in a
term loan with an outstanding principal balance of $15,000,000;

            WHEREAS, subject to the foregoing, Lender Group is willing to so
amend and restate the Existing Loan Agreement and that certain Borrower Security
Agreement dated as of June 13, 2003 (the "Existing Security Agreement") by
Borrower in favor of Existing Agent in accordance with the terms and conditions
hereof; it being understood that nothing contained herein shall be deemed a
satisfaction or novation of the Existing Loans or the indebtedness created or
evidenced by the Existing Loan Agreement as of the Closing Date and it being
further understood that the parties are merely an amending and restating the
Existing Loan Agreement and the Existing Security Agreement in accordance with
the terms hereof.

            NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree to amend and restate the Existing Loan Agreement in its entirety as
follows:

1.    DEFINITIONS AND CONSTRUCTION.

      1.1   DEFINITIONS. As used in this Agreement, the following terms shall
have the following definitions:

            "Account" means an account (as that term is defined in the Code).

            "Account Debtor" means any Person who is obligated on an Account,
chattel paper, or a General Intangible.

            "Acquisition" means (a) any Stock Acquisition, or (b) any Asset
Acquisition.

            "ACH Transactions" means any cash management or related services
(including the Automated Clearing House processing of electronic fund transfers
through the direct Federal Reserve Fedline system) provided by a Bank Product
Provider for the account of Parent or its Subsidiaries.

            "Additional Documents" has the meaning set forth in Section 4.4(c).

            "Adjusted EBITDA" means, as of any date of determination, the EBITDA
of Parent and its Subsidiaries adjusted by adding back to EBITDA the amounts
corresponding to the items set forth on Schedule A-1(a); provided however (a)
the Adjusted EBITDA for the 13 Fiscal Month period ending March 18, 2004 shall
be $41,438,000 and (b) the Adjusted EBITDA for each of the 13 Fiscal Months
ending March 18, 2004 shall be the amounts set forth on Schedule A-1(b).

                                       2
<PAGE>

            "Advances" has the meaning set forth in Section 2.1(a).

            "Affiliate" means, as applied to any Person, any other Person who,
directly or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, such Person. For purposes of
this definition, "control" means the possession, directly or indirectly through
one or more intermediaries, of the power to direct the management and policies
of a Person, whether through the ownership of Stock, by contract, or otherwise;
provided, however, that, for purposes of Section 7.13 hereof: (a) any Person
which owns directly or indirectly 10% or more of the Stock having ordinary
voting power for the election of directors or other members of the governing
body of a Person or 10% or more of the partnership or other ownership interests
of a Person (other than as a limited partner of such Person) shall be deemed an
Affiliate of such Person, (b) each director (or comparable manager) of a Person
shall be deemed to be an Affiliate of such Person, and (c) each partnership or
joint venture in which a Person is a partner or joint venturer shall be deemed
an Affiliate of such Person.

            "After Acquired Real Property" means Real Property acquired in fee
by Borrower or its Subsidiaries after the Closing Date and having an original
acquisition price in excess of $250,000.

            "Agent" has the meaning set forth in the preamble to this Agreement.

            "Agent Advances" has the meaning set forth in Section 2.3(e)(i).

            "Agent-Related Persons" means Agent, together with its Affiliates,
officers, directors, employees, attorneys, and agents.

            "Agent's Account" means the Deposit Account of Agent identified on
Schedule A-2.

            "Agent's Liens" means the Liens granted by Parent or its
Subsidiaries to Agent under this Agreement or the other Loan Documents.

            "Agreement" has the meaning set forth in the preamble hereto.

            "Applicable Prepayment Premium" means, as of any date of
determination, an amount equal to (a) during the period from and after the date
of the execution and delivery of this Agreement up to the date that is the first
anniversary of the Closing Date, 5% times the Maximum Revolver Amount, (b)
during the period from and including the date that is the first anniversary of
the Closing Date up to the date that is the second anniversary of the Closing
Date, 4% times the Maximum Revolver Amount, (c) during the period from and
including the date that is the second anniversary of the Closing Date up to date
that is the third anniversary of the Closing Date, 3% times the Maximum Revolver
Amount, (d) during the period from and including the date that is the third
anniversary of the Closing Date up to date that is the fourth anniversary of the
Closing Date, 2% times the Maximum Revolver

                                       3
<PAGE>

Amount, and (e) during the period from and including the date that is the fourth
anniversary of the Closing Date up to Maturity Date, 1% times the Maximum
Revolver Amount.

            "Asset Acquisition" means any purchase or other acquisition by
Borrower or its Subsidiaries of all or substantially all of the assets of one or
more restaurants owned or leased and operated by any other Person.

            "Assignee" has the meaning set forth in Section 14.1(a).

            "Assignment and Acceptance" means an Assignment and Acceptance
Agreement substantially in the form of Exhibit A-1.

            "Authorized Person" means any officer or employee of Borrower.

            "Availability" means, as of any date of determination, the amount
that Borrower is entitled to borrow as Advances hereunder (after giving effect
to all then outstanding Obligations (other than Bank Product Obligations) and
all sublimits and reserves then applicable hereunder).

            "Bank Product" means any financial accommodation extended to Parent
or its Subsidiaries by a Bank Product Provider (other than pursuant to this
Agreement) including: (a) credit cards, (b) credit card processing services, (c)
debit cards, (d) purchase cards, (e) ACH Transactions, (f) cash management,
including controlled disbursement, accounts or services, or (g) transactions
under Hedge Agreements.

            "Bank Product Agreements" means those agreements entered into from
time to time by Parent or its Subsidiaries with a Bank Product Provider in
connection with the obtaining of any of the Bank Products.

            "Bank Product Obligations" means all obligations, liabilities,
contingent reimbursement obligations, fees, and expenses owing by Parent or its
Subsidiaries to any Bank Product Provider pursuant to or evidenced by the Bank
Product Agreements and irrespective of whether for the payment of money, whether
direct or indirect, absolute or contingent, due or to become due, now existing
or hereafter arising, and including all such amounts that Parent or its
Subsidiaries are obligated to reimburse to Agent or any member of the Lender
Group as a result of Agent or such member of the Lender Group purchasing
participations from, or executing indemnities or reimbursement obligations to, a
Bank Product Provider with respect to the Bank Products provided by such Bank
Product Provider to Parent or its Subsidiaries.

            "Bank Product Provider" means Wells Fargo or any of its Affiliates.

            "Bank Product Reserve" means, as of any date of determination, the
amount of reserves that Agent has established (based upon the Bank Product
Providers' reasonable determination of the credit exposure of Parent and its
Subsidiaries in respect of Bank Products) in respect of Bank Products then
provided or outstanding.

                                       4
<PAGE>

            "Bankruptcy Code" means title 11 of the United States Code, as in
effect from time to time.

            "Base LIBOR Rate" means the rate per annum, determined by Agent in
accordance with its customary procedures, and utilizing such electronic or other
quotation sources as it considers appropriate (rounded upwards, if necessary, to
the next 1/100%), to be the rate at which Dollar deposits (for delivery on the
first day of the requested Interest Period) are offered to major banks in the
London interbank market 2 Business Days prior to the commencement of the
requested Interest Period, for a term and in an amount comparable to the
Interest Period and the amount of the LIBOR Rate Loan requested (whether as an
initial LIBOR Rate Loan or as a continuation of a LIBOR Rate Loan or as a
conversion of a Base Rate Loan to a LIBOR Rate Loan) by Borrower in accordance
with this Agreement, which determination shall be conclusive in the absence of
manifest error.

            "Base Rate" means, the rate of interest announced, from time to
time, within Wells Fargo at its principal office in San Francisco as its "prime
rate", with the understanding that the "prime rate" is one of Wells Fargo's base
rates (not necessarily the lowest of such rates) and serves as the basis upon
which effective rates of interest are calculated for those loans making
reference thereto and is evidenced by the recording thereof after its
announcement in such internal publications as Wells Fargo may designate.

            "Base Rate Loan" means the portion of the Advances or the Term Loan
that bears interest at a rate determined by reference to the Base Rate.

            "Base Rate Margin" means, as of any date of determination, the
following margin based upon Parent's most recent Leverage Ratio calculation
(determined as set forth in the following paragraph); provided, however, that
(a) for the period from the Closing Date through the date Agent receives the
certified calculation of Parent's Leverage Ratio in respect of the testing
period ended with April 15, 2004 delivered pursuant to Section 6.3, and (b) at
any time that an Event of Default exists hereunder, the Base Rate Margin shall
be at Level I:

<TABLE>
<CAPTION>
Level                                         Leverage Ratio                       Base Rate Margin
-----                                         --------------                       ----------------
<S>                           <C>                                               <C>
I                             equal to or greater than 4.0:1.0                  1.50 percentage points

II                            less than 4.0:1.0 and equal to or greater than    1.25 percentage points
                              3.5:1.0

III                           less than 3.5:1.0 and equal to or greater than    1.00 percentage points
                              3.0:1.0

IV                            less than 3.0:1.0                                 0.75 percentage points
</TABLE>

                                       5
<PAGE>

            Except as set forth in the foregoing proviso, the Base Rate Margin
shall be based upon Parent's most recent Leverage Ratio calculation, which will
be calculated on a fiscal quarter basis. Except as set forth in the initial
proviso in this definition, the Base Rate Margin shall be re-determined each
fiscal quarter on the first day of the month following the date of delivery to
Agent of the certified calculation of Parent's Leverage Ratio pursuant to
Section 6.3 hereof; provided, however, that if Parent and Borrower fail to
provide such certification when such certification is due, the Base Rate Margin
shall be set at the margin in the row styled "Level I" as of the first day of
the month following the date on which the certification was required to be
delivered until the date on which such certification is delivered (on which date
(but not retroactively), without constituting a waiver of any Default or Event
of Default occasioned by the failure to timely deliver such certification, the
Base Rate Margin shall be set at the margin based upon the Leverage Ratio
calculation disclosed by such certification).

            "Baseline Lease" has the meaning set forth in the definition of
Capital Lease.

            "Benefit Plan" means a "defined benefit plan" (as defined in Section
3(35) of ERISA) for which Parent or any Subsidiary or ERISA Affiliate of Parent
has been an "employer" (as defined in Section 3(5) of ERISA) within the past six
years.

            "Board of Directors" means the board of directors (or comparable
managers) of Parent or any committee thereof duly authorized to act on behalf of
the board of directors (or comparable managers).

            "Books" means Parent's and its Subsidiaries' now owned or hereafter
acquired books and records (including all of their Records indicating,
summarizing, or evidencing their assets (including the Collateral) or
liabilities, all of Parent's or its Subsidiaries' Records relating to their
business operations or financial condition, and all of their goods or General
Intangibles related to such information).

            "Borrower" has the meaning set forth in the preamble to this
Agreement.

            "Borrower Collateral" means all of Borrower's now owned or hereafter
acquired right, title, and interest in and to each of the following:

            (a) all of its Accounts,

            (b) all of its Books,

            (c) all of its commercial tort claims described on Schedule 5.7(d),

            (d) all of its Deposit Accounts,

            (e) all of its Equipment,

            (f) all of its General Intangibles,

                                        6
<PAGE>

            (g) all of its Inventory,

            (h) all of its Investment Property (including all of its securities
and Securities Accounts),

            (i) all of its Negotiable Collateral,

            (j) all of its Supporting Obligations,

            (k) money or other assets of Borrower that now or hereafter come
into the possession, custody, or control of any member of the Lender Group, and

            (l) the proceeds and products, whether tangible or intangible, of
any of the foregoing, including proceeds of insurance covering any or all of the
foregoing, and any and all Accounts, Books, Deposit Accounts, Equipment, General
Intangibles, Inventory, Investment Property, Negotiable Collateral, Real
Property, Supporting Obligations, money, or other tangible or intangible
property resulting from the sale, exchange, collection, or other disposition of
any of the foregoing, or any portion thereof or interest therein, and the
proceeds thereof.

            "Borrowing" means a borrowing hereunder consisting of Advances (or
term loans, in the case of the Term Loan) made on the same day by the Lenders
(or Agent on behalf thereof), or by Swing Lender in the case of a Swing Loan, or
by Agent in the case of an Agent Advance.

            "Borrowing Base" means, as of any date of determination, the result
of:

                  (a) the result of

                        (y) 1.2 times Parent's Adjusted EBITDA for the most
            recently completed 13 Fiscal Month period ending as of the date of
            determination, minus

                        (z) $15,000,000, less

                  (b) the sum of the aggregate amount of reserves, if any,
            established by Agent under Section 2.1(b).

            "Business Day" means any day that is not a Saturday, Sunday, or
other day on which banks are authorized or required to close in the state of New
York, except that, if a determination of a Business Day shall relate to a LIBOR
Rate Loan, the term "Business Day" also shall exclude any day on which banks are
closed for dealings in Dollar deposits in the London interbank market.

            "Canadian Sub" means Village Inn Pancake House of Canada, Limited, a
company organized under the laws of the province of Alberta.

                                       7
<PAGE>

            "Capital Expenditures" means, with respect to any Person for any
period, the aggregate of all expenditures by such Person and its Subsidiaries
during such period that are capital expenditures as determined in accordance
with GAAP, whether such expenditures are paid in cash or financed.

            "Capitalized Lease Obligation" means that portion of the obligations
under a Capital Lease that is required to be capitalized in accordance with
GAAP.

            "Capital Lease" means a lease that is required to be capitalized for
financial reporting purposes in accordance with GAAP; provided, however, that
any lease of real property of Borrower or its Subsidiaries extant as of the
Closing Date that is not required to be treated as a Capital Lease as of the
Closing Date (each, a "Baseline Lease") and any lease of real property of
Borrower or its Subsidiaries that is entered into after the Closing Date and
that is on economic terms, taken as a whole, comparable to a Baseline Lease,
shall not be deemed to be a Capital Lease.

            "Cash Equivalents" means (a) marketable direct obligations issued
by, or unconditionally guaranteed by, the United States or issued by any agency
thereof and backed by the full faith and credit of the United States, in each
case maturing within 1 year from the date of acquisition thereof, (b) marketable
direct obligations issued by any state of the United States or any political
subdivision of any such state or any public instrumentality thereof maturing
within 1 year from the date of acquisition thereof and, at the time of
acquisition, having one of the two highest ratings obtainable from either
Standard & Poor's Rating Group ("S&P") or Moody's Investors Service, Inc.
("Moody's"), (c) commercial paper maturing no more than 270 days from the date
of creation thereof and, at the time of acquisition, having a rating of at least
A-1 from S&P or at least P-1 from Moody's, (d) certificates of deposit or
bankers' acceptances maturing within 1 year from the date of acquisition thereof
issued by any bank organized under the laws of the United States or any state
thereof having at the date of acquisition thereof combined capital and surplus
of not less than $250,000,000, (e) Deposit Accounts maintained with (i) any bank
that satisfies the criteria described in clause (d) above, or (ii) any other
bank organized under the laws of the United States or any state thereof so long
as the amount maintained with any such other bank is less than or equal to
$100,000 and is insured by the Federal Deposit Insurance Corporation, and (f)
Investments in money market funds substantially all of whose assets are invested
in the types of assets described in clauses (a) through (e) above.

            "Cash Management Account" means a Concentration Account or a
Collection Account.

            "Cash Management Agreements" means those certain cash management
agreements, in form and substance satisfactory to Agent, each of which is among
Borrower or one of its Subsidiaries, and one of the Cash Management Banks.

            "Cash Management Bank" means a Concentration Account Bank or a
Collection Account Bank.

                                       8
<PAGE>

            "CFC" means a controlled foreign corporation (as that term is
defined in the IRC).

            "Change of Control" means (a)(i) prior to the consummation of a
Qualified IPO, that (A) (x) WPP and its Affiliates cease to own, directly or
indirectly, and control 33 1/3% or more, of the Stock of Parent, or (y) WPP and
its Affiliates cease to have the power to elect a majority of the members of the
Board of Directors, or (z) a majority of the members of the Board of Directors
has not been elected by WPP and its Affiliates, or (B) that the Permitted
Holders cease to own, directly or indirectly, and control 51%, or more, of the
Stock of Parent, and (ii) from and after the consummation of a Qualified IPO,
(A) the consummation of any transaction (including any merger or consolidation)
the result of which is that any "person" (as such term is defined in Section
13(d)(3) of the Securities Exchange Act) or group of related persons, together
with any Affiliates thereof (other than the Permitted Holders), (x) becomes the
"beneficial owner" (as such term is defined in Rule 13d-3 and Rule 13d-5 under
the Exchange Act), directly or indirectly, of more than 25% of the Stock of
Parent having the right to vote for the election of members of the Board of
Directors (as determined on a fully diluted basis and measured by voting power
rather than number of shares) or (y) obtains the power (whether or not
exercised) to elect a majority of the members of the Board of Directors, or (B)
any group of related persons, together with any Affiliates thereof (other than
WPP), becomes the "beneficial owner" (as such term is defined in Rule 13d-3 and
Rule 13d-5 under the Exchange Act), directly or indirectly, of more of the Stock
of Parent having the right to vote for the election of members of the Board of
Directors (as determined on a fully diluted basis and measured by voting power
rather than number of shares) than is owned, directly or indirectly, by WPP, or
(b) prior to the consummation of a Qualified IPO, a majority of the members of
the Board of Directors do not constitute Continuing Directors, or (c) Parent
ceases to own, directly or indirectly, and control 100% of the outstanding Stock
of each of its Subsidiaries extant as of the Closing Date, or (d) a "change of
control" (as that term is defined in the Indenture as in effect on the Closing
Date) has occurred.

            "Closing Date" means the date of the making of the initial Advance
(or other extension of credit) hereunder.

            "Closing Date Business Plan" means the set of Projections of Parent
for the 3 year period following the Closing Date in form and substance
(including as to scope and underlying assumptions) satisfactory to Agent.

            "Code" means the New York Uniform Commercial Code, as in effect from
time to time; provided, however, that in the event that, by reason of mandatory
provisions of law, any or all of the attachment, perfection, priority, or
remedies with respect to Agent's Lien on any Collateral is governed by the
Uniform Commercial Code as enacted and in effect in a jurisdiction other than
the State of New York, the term "Code" shall mean the Uniform Commercial Code as
enacted and in effect in such other jurisdiction solely for purposes of the
provisions thereof relating to such attachment, perfection, priority, or
remedies.

                                       9
<PAGE>

            "Collateral" means all assets and interests in assets and proceeds
thereof now owned or hereafter acquired by Parent or its Subsidiaries in or upon
which a Lien is granted under any of the Loan Documents.

            "Collateral Access Agreement" means a landlord waiver, bailee
letter, or acknowledgement agreement of any lessor, warehouseman, processor,
consignee, or other Person in possession of, having a Lien upon, or having
rights or interests in Parent's or its Subsidiaries' Books, Equipment, or
Inventory, in each case, in form and substance satisfactory to Agent.

            "Collection Account" has the meaning set forth in Section 2.7(b).

            "Collection Account Bank" has the meaning set forth in Section
2.7(b).

            "Collections" means all cash, checks, notes, instruments, and other
items of payment (including insurance proceeds, proceeds of cash sales, rental
proceeds, and tax refunds).

            "Commercial Tort Claim Assignment" has the meaning set forth in
Section 4.4(b).

            "Commitment" means, with respect to each Lender, its Revolver
Commitment, its Term Loan Commitment, or its Total Commitment, as the context
requires, and, with respect to all Lenders, their Revolver Commitments, their
Term Loan Commitments, or their Total Commitments, as the context requires, in
each case as such Dollar amounts are set forth beside such Lender's name under
the applicable heading on Schedule C-1 or in the Assignment and Acceptance
pursuant to which such Lender became a Lender hereunder, as such amounts may be
reduced or increased from time to time pursuant to assignments made in
accordance with the provisions of Section 14.1.

            "Compliance Certificate" means a certificate substantially in the
form of Exhibit C-1 delivered by the chief financial officer of Parent to Agent.

            "Concentration Account" has the meaning set forth in Section 2.7(a).

            "Concentration Account Bank" has the meaning set forth in Section
2.7(a).

            "Consolidated Operating Income" means, as of any date of
determination and for any period, (a) Adjusted EBITDA for such period, plus (b)
to the extent deducted in the calculation of Adjusted EBITDA, Parent and its
Subsidiaries' general and administrative costs and expenses for such period.

            "Continuing Director" means (a) any member of the Board of Directors
who was a director (or comparable manager) of Parent on the Closing Date, and
(b) any individual who becomes a member of the Board of Directors after the
Closing Date if such individual was appointed or nominated for election to the
Board of Directors by a majority of the

                                       10
<PAGE>

Continuing Directors, but excluding any such individual originally proposed for
election in opposition to the Board of Directors in office at the Closing Date
in an actual or threatened election contest relating to the election of the
directors (or comparable managers) of Parent and whose initial assumption of
office resulted from such contest or the settlement thereof.

            "Control Agreement" means a control agreement, in form and substance
satisfactory to Agent, executed and delivered by Parent or one of its
Subsidiaries, Agent, and the applicable securities intermediary (with respect to
a Securities Account) or bank (with respect to a Deposit Account).

            "Copyright Security Agreement" means an amended and restated
copyright security agreement executed and delivered by Borrower and Agent, the
form and substance of which is satisfactory to Agent.

            "Credit Card Agreements" means those certain credit card receipts
agreements, each in form and substance reasonably satisfactory to Agent,
executed and delivered by Borrower or a Guarantor, Agent and the applicable
Credit Card Processor.

            "Credit Card Processor" means any Person (including an issuer of a
credit card) that acts as a credit card clearinghouse or remits payments due to
Borrower or a Guarantor with respect to credit card charges accepted by Borrower
or a Guarantor.

            "Daily Balance" means, as of any date of determination and with
respect to any Obligation, the amount of such Obligation owed at the end of such
day.

            "Default" means an event, condition, or default that, with the
giving of notice, the passage of time, or both, would be an Event of Default.

            "Defaulting Lender" means any Lender that fails to make any Advance
(or other extension of credit) that it is required to make hereunder on the date
that it is required to do so hereunder.

            "Defaulting Lender Rate" means (a) for the first 3 days from and
after the date the relevant payment is due, the Base Rate, and (b) thereafter,
the interest rate then applicable to Advances that are Base Rate Loans
(inclusive of the Base Rate Margin applicable thereto).

            "Deposit Account" means any deposit account (as that term is defined
in the Code).

            "Designated Account" means the Deposit Account of Borrower
identified on Schedule D-1.

            "Designated Account Bank" has the meaning ascribed thereto on
Schedule D-1.

            "Dollars" or "$" means United States dollars.

                                       11
<PAGE>

            "EBITDA" means, with respect to any fiscal period, net earnings (or
loss), minus extraordinary gains and interest income, plus interest expense,
income taxes, and depreciation and amortization for such period, in each case,
as determined in accordance with GAAP; provided, however, that for purposes of
calculating EBITDA for any period, the EBITDA attributable to (a) any Subsidiary
whose Stock is sold or otherwise transferred to any Person other than to
Borrower or to a Subsidiary of Borrower during such period, or (b) any
Restaurant the assets of which (whether all or substantially all) are sold,
leased or otherwise transferred to any Person other than to Borrower or to a
Subsidiary of Borrower during such period, or (c) any Permanently Closed
Restaurant, shall be excluded on a pro forma basis for such period (as if, for
purposes of such calculation, the consummation of such sale, lease or other
transfer occurred on the first day of such period).

            "Eligible Transferee" means (a) a commercial bank organized under
the laws of the United States, or any state thereof, and having total assets in
excess of $250,000,000, (b) a commercial bank organized under the laws of any
other country which is a member of the Organization for Economic Cooperation and
Development or a political subdivision of any such country and which has total
assets in excess of $250,000,000, provided that such bank is acting through a
branch or agency located in the United States, (c) a finance company, insurance
company, or other financial institution or fund that is engaged in making,
purchasing, or otherwise investing in commercial loans in the ordinary course of
its business and having (together with its Affiliates) total assets in excess of
$250,000,000, (d) any Affiliate (other than individuals) of a Lender, (e) so
long as no Event of Default has occurred and is continuing, any other Person
approved by Agent and Borrower (which approval of Borrower shall not be
unreasonably withheld, delayed, or conditioned), and (f) during the continuation
of an Event of Default, any other Person approved by Agent.

            "Environmental Actions" means any complaint, summons, citation,
notice, directive, order, claim, litigation, investigation, judicial or
administrative proceeding, judgment, letter, or other communication from any
Governmental Authority, or any third party involving violations of Environmental
Laws or releases of Hazardous Materials from (a) any assets, properties, or
businesses of Parent, its Subsidiaries, or any of their predecessors in
interest, (b) from adjoining properties or businesses, or (c) from or onto any
facilities which received Hazardous Materials generated by Parent, its
Subsidiaries, or any of their predecessors in interest.

            "Environmental Law" means any applicable federal, state, provincial,
foreign or local statute, law, rule, regulation, ordinance, code, binding and
enforceable guideline, binding and enforceable written policy, or rule of common
law now or hereafter in effect and in each case as amended, or any judicial or
administrative interpretation thereof, including any judicial or administrative
order, consent decree or judgment, in each case, to the extent binding on Parent
or its Subsidiaries, relating to the environment, the effect of the environment
on employee health, or Hazardous Materials, including the Comprehensive
Environmental Response Compensation and Liability Act, 42 USC Section 9601 et
seq.; the Resource Conservation and Recovery Act, 42 USC Section 6901 et seq.;
the Federal Water Pollution Control Act, 33 USC Section 1251 et seq.; the Toxic
Substances Control Act, 15 USC

                                       12
<PAGE>

Section 2601 et seq.; the Clean Air Act, 42 USC Section 7401 et seq.; the Safe
Drinking Water Act, 42 USC Section 3803 et seq.; the Oil Pollution Act of 1990,
33 USC Section 2701 et seq.; the Emergency Planning and the Community
Right-to-Know Act of 1986, 42 USC Section 11001 et seq.; the Hazardous Material
Transportation Act, 49 USC Section 1801 et seq.; and the Occupational Safety and
Health Act, 29 USC Section 651 et seq. (to the extent it regulates occupational
exposure to Hazardous Materials); any state and local or foreign counterparts or
equivalents, in each case as amended from time to time.

            "Environmental Liabilities and Costs" means all liabilities,
monetary obligations, losses, damages, punitive damages, consequential damages,
treble damages, costs and expenses (including all reasonable fees, disbursements
and expenses of counsel, experts, or consultants, and costs of investigation and
feasibility studies), fines, penalties, sanctions, and interest incurred as a
result of any claim or demand, or Remedial Action required, by any Governmental
Authority or any third party, and which relate to any Environmental Action.

            "Environmental Lien" means any Lien in favor of any Governmental
Authority for Environmental Liabilities and Costs.

            "Equipment" means equipment (as that term is defined in the Code)
and includes machinery, machine tools, motors, furniture, furnishings, fixtures,
vehicles (including motor vehicles), computer hardware, tools, parts, and goods
(other than consumer goods, farm products, or Inventory), wherever located,
including all attachments, accessories, accessions, replacements, substitutions,
additions, and improvements to any of the foregoing.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended, and any successor statute thereto.

            "ERISA Affiliate" means (a) any Person subject to ERISA whose
employees are treated as employed by the same employer as the employees of
Parent or its Subsidiaries under IRC Section 414(b), (b) any trade or business
subject to ERISA whose employees are treated as employed by the same employer as
the employees of Parent or its Subsidiaries under IRC Section 414(c), (c) solely
for purposes of Section 302 of ERISA and Section 412 of the IRC, any
organization subject to ERISA that is a member of an affiliated service group of
which Parent or any of its Subsidiaries is a member under IRC Section 414(m), or
(d) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any
Person subject to ERISA that is a party to an arrangement with Parent or any of
its Subsidiaries and whose employees are aggregated with the employees of Parent
or its Subsidiaries under IRC Section 414(o).

            "Estoppel Agreement" means that certain estoppel agreement dated as
of the Closing Date executed and delivered by Parent, Borrower and its
Subsidiaries in favor of Agent.

            "Event of Default" has the meaning set forth in Section 8.

                                       13
<PAGE>

            "Excess Availability" means, as of any date of determination, the
amount equal to Availability minus the aggregate amount, if any, of all trade
payables of Parent and its Subsidiaries aged in excess of historical levels with
respect thereto and all book overdrafts of Parent and its Subsidiaries in excess
of historical practices with respect thereto, in each case as determined by
Agent in its Permitted Discretion.

            "Exchange Act" means the Securities Exchange Act of 1934, as in
effect from time to time.

            "Excluded Assets" means (a) any Investment Property of Borrower
constituting Stock of Borrower's Subsidiaries that are CFCs, solely to the
extent that such Investment Property is in excess of 65% of the voting power of
the Stock of such CFC, (b) any agreement, permit, or license of Borrower solely
in the event and to the extent that a grant of a Lien on such license, contract,
or agreement is prohibited by law or results in a breach or termination of the
terms of, or constitutes a default under, or termination of any such license,
contract, or agreement (other than to the extent that any such term would be
rendered ineffective pursuant to Sections 9-406, 9-407, 9-408, or 9-409 of the
Code (or any successor provision or provisions), and (c) any intent-to-use
trademark or service mark application of Borrower if granting a security
interest therein is deemed to invalidate, void, cancel, or abandon such
applications; provided, however, that Excluded Assets shall not include (and,
accordingly, Collateral shall include) (i) any agreement, permit, or license
described in clause (b) immediately upon the ineffectiveness, lapse, or
termination of the relevant prohibition under applicable law or the terms of
such agreement, permit, or license, (ii) any agreement, permit, or license
described in clause (b) from and after such time as the lessor, licensor, or
other party to such agreement, permit, or license consents to the grant of a
Lien in favor of Agent in such agreement, permit, or license, (ii) any trademark
or service mark application at such time as the same are used in commerce, and
(iii) all proceeds of any of such assets.

            "Existing Agent" has the meaning set forth in the recitals to this
Agreement.

            "Existing Lender Group" has the meaning set forth in the recitals to
this Agreement.

            "Existing Lender Group Assignments" has the meaning set forth in the
recitals to this Agreement.

            "Existing Lenders" has the meaning set forth in the recitals to this
Agreement.

            "Existing Loan Agreement" has the meaning set forth in the recitals
to this Agreement.

            "Existing Loans" has the meaning set forth in the recitals to this
Agreement.

            "Existing Revolving Loan" has the meaning set forth in the recitals
to this Agreement.

                                       14
<PAGE>

            "Existing Security Agreement" has the meaning set forth in the
recitals to this Agreement.

            "Existing Term Loan A" has the meaning set forth in the recitals to
this Agreement.

            "Existing Term Loan B" has the meaning set forth in the recitals to
this Agreement.

            "Extraordinary Receipts" means any Collections received by a Person
or any of its Subsidiaries not in the ordinary course of business (and not
consisting of proceeds described in Section 2.4(c)(i) hereof), excluding, (a)
foreign, United States, state or local tax refunds, (b) pension plan reversions,
(c) proceeds of insurance (including proceeds of key man life insurance policies
and business interruption insurance), (d) proceeds of judgments, proceeds of
settlements, or other consideration of any kind in connection with any cause of
action, but expressly including condemnation awards (and payments in lieu
thereof) in excess of amounts used to repair or restore the applicable property
as permitted by this Agreement, indemnity payments, and any purchase price
adjustment received in connection with any purchase agreement.

            "Fee Letter" means that certain fee letter, dated as of even date
herewith, between Borrower and Agent, in form and substance satisfactory to
Agent.

            "Filing Authorization Letter" means a letter duly executed by
Borrower and each Guarantor authorizing Agent to file appropriate financing
statements in such office or offices as may be necessary or, in the opinion of
Agent, desirable to perfect the security interests to be created by the Loan
Documents.

            "Fiscal Month" means a fiscal month of Borrower and its
Subsidiaries.

            "Fixed Charges" means with respect to Parent and its Subsidiaries
for any period, the sum, without duplication, of (a) cash Interest Expense, (b)
principal payments required to be paid during such period in respect of
Indebtedness, (c) all federal, state, and local income taxes paid in cash during
such period, (d) all management fees paid in cash during such period, and (e)
the amount of the Permitted Distribution paid during such period.

            "Fixed Charge Coverage Ratio" means, with respect to Parent and its
Subsidiaries for any period, the ratio of (a) Adjusted EBITDA for such period
minus non-financed Maintenance Capital Expenditures incurred during such period,
to (b) Fixed Charges for such period.

            "Four Wall EBITDA" means, as of any date of determination and for
any period, with respect to the restaurant or restaurants that are to be the
subject of a proposed Acquisition, (a) the EBITDA of such restaurant or
restaurant for such period, plus (b) to the extent deducted in the calculation
of EBITDA, the general and administrative costs and expenses of such restaurant
or restaurants for such period.

                                       15
<PAGE>

            "Free Cash Flow" means, as of any date of determination, with
respect to Borrower and its Subsidiaries from April 15, 2004 to the date of
determination, Adjusted EBITDA less non-financed Maintenance Capital
Expenditures, less the amount of cash severance payments and charges incurred in
connection with the redemption or repurchase of the Stock of Parent permitted
under Section 7.10(e)(i), less the amount of transaction costs for Permitted
Acquisitions that are incurred, paid, and expensed in such period, less the
amount of transaction costs associated with the closing of the transactions
contemplated by the High Yield Debt Documents, the transactions contemplated by
this Agreement and the merger of Midway into Parent that are paid after the
Closing Date and incurred, paid and expensed in such period, (excluding the
amount of costs associated with the termination of derivative contracts paid on
or after the Closing Date), less the amount that Gross Availability has been
reduced from April 15, 2004 through such date of determination less Fixed
Charges, plus the Net Cash Proceeds of Permitted Dispositions of the type
described in clauses (i) and (j) of the definition of Permitted Dispositions.

            "Funded Debt" of any Person means Indebtedness of such Person that
by its terms matures more than one year after the date of creation or matures
within one year from such date but is renewable or extendible, at the option of
such Person, to a date more than one year after such date or arises under a
revolving credit or similar agreement that obligates the lender or lenders to
extend credit during a period of more than one year after such date, including
all amounts of Funded Debt of such Person required to be paid or prepaid within
one year after the date of determination.

            "Funding Date" means the date on which a Borrowing occurs.

            "Funding Losses" has the meaning set forth in Section 2.13(b)(ii).

            "Funds Flow Agreement" means that certain Funds Flow Agreement,
dated of even date herewith, by and among Agent, Parent, and each of its
Subsidiaries.

            "GAAP" means generally accepted accounting principles as in effect
from time to time in the United States, consistently applied.

            "GE Fee Letter" means that certain fee letter, dated as of even date
herewith, by Borrower in favor of Agent and GE Capital Franchise Finance
Corporation, in form and substance satisfactory to Agent.

            "General Intangibles" means general intangibles (as that term is
defined in the Code), including payment intangibles, contract rights, rights to
payment, rights arising under common law, statutes, or regulations, choses or
things in action, goodwill, patents, trade names, trade secrets, trademarks,
servicemarks, copyrights, blueprints, drawings, purchase orders, customer lists,
monies due or recoverable from pension funds, route lists, rights to payment and
other rights under any royalty or licensing agreements, infringement claims,
computer programs, information contained on computer disks or tapes, software,
literature, reports, catalogs, insurance premium rebates, tax refunds, and tax
refund claims, and any

                                       16
<PAGE>

other personal property other than Accounts, Deposit Accounts, goods, Investment
Property, and Negotiable Collateral.

            "Governing Documents" means, with respect to any Person, the
certificate or articles of incorporation, by-laws, or other organizational
documents of such Person.

            "Governmental Authority" means any federal, state, local, or other
governmental or administrative body, instrumentality, board, department, or
agency or any court, tribunal, administrative hearing body, arbitration panel,
commission, or other similar dispute-resolving panel or body.

            "Gross Availability" means, as any date of determination, the amount
that Borrower is entitled to borrow as Advances hereunder (without giving effect
to all then outstanding Obligations or reserves).

            "Growth Capital Expenditures" means the sum of (a) Capital
Expenditures in connection with new restaurant purchases (including in
connection with franchise buybacks and purchases of competitor restaurants),
plus (b) the amount paid in connection with the consummation of Permitted
Non-Equity Acquisitions.

            "Growth Capital Expenditure Amount" means, as of any date of
determination, the result of (a) the amount of Excess Availability under the
Revolver on the Closing Date (after giving effect to all transactions and
expenses to occur on the Closing Date), less (b) $3,500,000, plus (c) the
cumulative positive Free Cash Flow generated from and after April 15, 2004 to
the date of determination, plus (d) the amount of Net Cash Proceeds consisting
solely of cash received by Borrower or its Subsidiaries from Permitted
Restaurant Dispositions so long as such Net Cash Proceeds are used to make
Growth Capital Expenditures within 360 days after the date of receipt thereof,
plus (e) the amount of Indebtedness permitted under Section 7.1(k) resulting
from a Permitted Acquisition, plus (f) the amount of Net Cash Proceeds resulting
from a Permitted Sale and Leaseback of a Restaurant that occurs within the
earlier of (i) 360 days of the initial acquisition of such Restaurant and (ii)
90 days after the date of the opening of such Restaurant, plus (g) the amount of
Net Cash Proceeds consisting solely of cash received by Borrower or its
Subsidiaries resulting from dispositions permitted by clause (k) of the
definition of Permitted Dispositions.

            "Guarantor Pledge Agreement" means one or more amended and restated
stock pledge agreements executed and delivered by each Guarantor in favor of
Agent, in each case, in form and substance reasonably satisfactory to Agent.

            "Guarantor Security Agreement" means one or more amended and
restated security agreements executed and delivered by each Guarantor in favor
of Agent, in each case, in form and substance satisfactory to Agent.

            "Guarantors" means (a) Parent, and (b) each Subsidiary of Parent
(other than Borrower and Canadian Sub), and "Guarantor" means any one of them.

                                       17
<PAGE>

            "Guaranty" means that certain amended and restated general
continuing guaranty executed and delivered by each Guarantor in favor of Agent,
for the benefit of the Lender Group and the Bank Product Providers, in form and
substance satisfactory to Agent.

            "Hazardous Materials" means (a) substances that are defined or
listed in, or otherwise classified pursuant to, any applicable laws or
regulations as "hazardous substances," "hazardous materials," "hazardous
wastes," "toxic substances," or any other formulation intended to define, list,
or classify substances by reason of deleterious properties such as ignitability,
corrosivity, reactivity, carcinogenicity, reproductive toxicity, or "EP
toxicity", (b) oil, petroleum, or petroleum derived substances, natural gas,
natural gas liquids, synthetic gas, drilling fluids, produced waters, and other
wastes associated with the exploration, development, or production of crude oil,
natural gas, or geothermal resources, (c) any flammable substances or explosives
or any radioactive materials, and (d) asbestos in any form or electrical
equipment that contains any oil or dielectric fluid containing levels of
polychlorinated biphenyls in excess of 50 parts per million.

            "Hedge Agreement" means any and all agreements or documents now
existing or hereafter entered into by Parent or any of its Subsidiaries that
provide for an interest rate, credit, commodity or equity swap, cap, floor,
collar, forward foreign exchange transaction, currency swap, cross currency rate
swap, currency option, or any combination of, or option with respect to, these
or similar transactions, for the purpose of hedging Parent's or any of its
Subsidiaries' exposure to fluctuations in interest or exchange rates, loan,
credit exchange, security, or currency valuations or commodity prices.

            "High Yield Note Documents" means the Indenture and the Notes.

            "Holdout Lender" has the meaning set forth in Section 15.2(a).

            "Inactive Subsidiary" means Canadian Sub.

            "Indebtedness" means (a) all obligations for borrowed money, (b) all
obligations evidenced by bonds, debentures, notes, or other similar instruments
and all reimbursement or other obligations in respect of letters of credit,
bankers acceptances, interest rate swaps, or other financial products, (c) all
principal obligations under Capital Leases, (d) all obligations or liabilities
of others secured by a Lien on any asset of a Person or its Subsidiaries,
irrespective of whether such obligation or liability is assumed, (e) all
obligations to pay the deferred purchase price of assets (excluding trade
payables incurred in the ordinary course of business and repayable in accordance
with customary trade practices), (f) all obligations owing under Hedge
Agreements, and (g) any obligation guaranteeing or intended to guarantee
(whether directly or indirectly guaranteed, endorsed, co-made, discounted, or
sold with recourse) any obligation of any other Person that constitutes
Indebtedness under any of clauses (a) through (f) above.

            "Indemnified Liabilities" has the meaning set forth in Section 11.3.

            "Indemnified Person" has the meaning set forth in Section 11.3.

                                       18
<PAGE>

            "Indenture" means that certain Indenture, dated as of April 14,
2004, among Borrower, each of its Restricted Subsidiaries (as that term is used
therein), and Indenture Trustee.

            "Indenture Trustee" means (a) Wells Fargo, in its capacity as
trustee under the Indenture, or (b) any successor trustee under the Indenture
from time to time.

            "Insolvency Proceeding" means any proceeding commenced by or against
any Person under any provision of the Bankruptcy Code or under any other state
or federal bankruptcy or insolvency law, assignments for the benefit of
creditors, formal or informal moratoria, compositions, extensions generally with
creditors, or proceedings seeking reorganization, arrangement, or other similar
relief.

            "Intangible Assets" means, with respect to any Person, that portion
of the book value of all of such Person's assets that would be treated as
intangibles under GAAP.

            "Intercompany Advances" means loans or advances (in cash) (a) from
Borrower to a Guarantor, (ii) from a Guarantor to Borrower, or (iii) from a
Guarantor to another Guarantor.

            "Intercompany Subordination Agreement" means a subordination
agreement executed and delivered by Parent and each of its Subsidiaries and
Agent, the form and substance of which is satisfactory to Agent.

            "Interest Expense" means, for any period, the aggregate of the
interest expense of Parent and its Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP.

            "Interest Period" means, with respect to each LIBOR Rate Loan, a
period commencing on the date of the making of such LIBOR Rate Loan (or the
continuation of a LIBOR Rate Loan or the conversion of a Base Rate Loan to a
LIBOR Rate Loan) and ending 1, 2, or 3 months thereafter; provided, however,
that (a) if any Interest Period would end on a day that is not a Business Day,
such Interest Period shall be extended (subject to clauses (c)-(e) below) to the
next succeeding Business Day, (b) interest shall accrue at the applicable rate
based upon the LIBOR Rate from and including the first day of each Interest
Period to, but excluding, the day on which any Interest Period expires, (c) any
Interest Period that would end on a day that is not a Business Day shall be
extended to the next succeeding Business Day unless such Business Day falls in
another calendar month, in which case such Interest Period shall end on the next
preceding Business Day, (d) with respect to an Interest Period that begins on
the last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at the end of such Interest
Period), the Interest Period shall end on the last Business Day of the calendar
month that is 1, 2, or 3 months after the date on which the Interest Period
began, as applicable, and (e) Borrower may not elect an Interest Period which
will end after the Maturity Date.

            "Inventory" means inventory (as that term is defined in the Code).

                                       19
<PAGE>

            "Investment" means, with respect to any Person, any investment by
such Person in any other Person (including Affiliates) in the form of loans,
guarantees, advances, or capital contributions (excluding (a) commission,
travel, and similar advances to officers and employees of such Person made in
the ordinary course of business, and (b) bona fide Accounts arising in the
ordinary course of business consistent with past practice), purchases or other
acquisitions of Indebtedness, Stock, or all or substantially all of the assets
of such other Person (or of any division or business line of such other Person),
and any other items that are or would be classified as investments on a balance
sheet prepared in accordance with GAAP.

            "Investment Property" means investment property (as that term is
defined in the Code).

            "IRC" means the Internal Revenue Code of 1986, as in effect from
time to time.

            "Issuing Lender" means WFF or any other Lender that, at the request
of Borrower and with the consent of Agent, agrees, in such Lender's sole
discretion, to become an Issuing Lender for the purpose of issuing L/Cs or L/C
Undertakings pursuant to Section 2.12.

            "L/C" has the meaning set forth in Section 2.12(a).

            "L/C Disbursement" means a payment made by the Issuing Lender
pursuant to a Letter of Credit.

            "L/C Undertaking" has the meaning set forth in Section 2.12(a).

            "Lender" and "Lenders" have the respective meanings set forth in the
preamble to this Agreement, and shall include any other Person made a party to
this Agreement in accordance with the provisions of Section 14.1.

            "Lender Group" means, individually and collectively, each of the
Lenders (including the Issuing Lender) and Agent.

            "Lender Group Expenses" means all (a) costs or expenses (including
taxes, and insurance premiums) required to be paid by Parent or its Subsidiaries
under any of the Loan Documents that are paid, advanced, or incurred by the
Lender Group, (b) actual out-of-pocket fees or charges paid or incurred by Agent
in connection with the Lender Group's transactions with Parent or its
Subsidiaries, including, fees or charges for photocopying, notarization,
couriers and messengers, telecommunication, public record searches (including
tax lien, litigation, and UCC searches and including searches with the patent
and trademark office, the copyright office, or the department of motor
vehicles), filing, recording, publication, appraisal (including periodic
collateral appraisals or business valuations to the extent of the fees and
charges (and up to the amount of any limitation) contained in this Agreement),
real estate surveys, real estate title policies and endorsements, and

                                       20
<PAGE>

environmental audits, (c) actual out-of-pocket costs and expenses incurred by
Agent in the disbursement of funds to Borrower or other members of the Lender
Group (by wire transfer or otherwise), (d) actual out-of-pocket charges paid or
incurred by Agent resulting from the dishonor of checks, (e) reasonable costs
and expenses paid or incurred by the Lender Group to correct any default or
enforce any provision of the Loan Documents, or in gaining possession of,
maintaining, handling, preserving, storing, shipping, selling, preparing for
sale, or advertising to sell the Collateral, or any portion thereof,
irrespective of whether a sale is consummated, (f) audit fees and expenses of
Agent related to audit examinations of the Books to the extent of the fees and
charges (and up to the amount of any limitation) contained in this Agreement,
(g) reasonable costs and expenses of third party claims or any other suit paid
or incurred by the Lender Group in enforcing or defending the Loan Documents or
in connection with the transactions contemplated by the Loan Documents or the
Lender Group's relationship with Parent or any its Subsidiaries, (h) Agent's
reasonable costs and expenses (including attorneys fees) incurred in advising,
structuring, drafting, reviewing, administering, syndicating, or amending the
Loan Documents, and (i) Agent's and each Lender's reasonable costs and expenses
(including attorneys, accountants, consultants, and other advisors fees and
expenses) incurred in terminating, enforcing (including attorneys, accountants,
consultants, and other advisors fees and expenses incurred in connection with a
"workout," a "restructuring," or an Insolvency Proceeding concerning Parent or
its Subsidiaries or in exercising rights or remedies under the Loan Documents),
or defending the Loan Documents, irrespective of whether suit is brought, or in
taking any Remedial Action concerning the Collateral.

            "Lender-Related Person" means, with respect to any Lender, such
Lender, together with such Lender's Affiliates, officers, directors, employees,
attorneys, and agents.

            "Letter of Credit" means an L/C or an L/C Undertaking, as the
context requires.

            "Letter of Credit Fee" means, as of any date of determination, the
following fee based upon Parent's most recent Leverage Ratio calculation
(determined as set forth in the following paragraph); provided, however, that
(a) for the period from the Closing Date through the date Agent receives the
certified calculation of Parent's Leverage Ratio in respect of the testing
period ended with April 15, 2004 delivered pursuant to Section 6.3, and (b) at
any time that an Event of Default exists hereunder, the Letter of Credit Fee
shall be at Level I:

<TABLE>
<CAPTION>
Level                          Leverage Ratio                              Letter of Credit Fee
-----            ----------------------------------------------           ----------------------
<S>              <C>                                                      <C>
I                equal to or greater than 4.0:1.0                         3.50 percentage points

II               less than 4.0:1.0 and equal to or greater than           3.25 percentage points
                 3.5:1.0

III              less than 3.5:1.0 and equal to or greater than           3.00 percentage points
                 3.0:1.0

IV               less than 3.0:1.0                                        2.75 percentage points
</TABLE>

                                       21
<PAGE>

            Except as set forth in the foregoing proviso, the Letter of Credit
Fee shall be based upon Parent's most recent Leverage Ratio calculation, which
will be calculated on a fiscal quarter basis. Except as set forth in the initial
proviso in this definition, the Letter of Credit Fee shall be re-determined each
fiscal quarter on the first day of the month following the date of delivery to
Agent of the certified calculation of Parent's Leverage Ratio pursuant to
Section 6.3 hereof; provided, however, that if Parent and Borrower fail to
provide such certification when such certification is due, the Letter of Credit
Fee shall be set at the margin in the row styled "Level I" as of the first day
of the month following the date on which the certification was required to be
delivered until the date on which such certification is delivered (on which date
(but not retroactively), without constituting a waiver of any Default or Event
of Default occasioned by the failure to timely deliver such certification, the
Letter of Credit Fee shall be set at the margin based upon the Leverage Ratio
calculation disclosed by such certification.

            "Letter of Credit Usage" means, as of any date of determination, the
aggregate undrawn amount of all outstanding Letters of Credit.

            "Leverage Ratio" means, at any date of determination, the ratio of
(a) the outstanding principal amount of Total Debt at such date, to (ii)
Adjusted EBITDA for the most recently completed four fiscal quarter period ended
on or prior to the date of determination.

            "LIBOR Deadline" has the meaning set forth in Section 2.13(b)(i).

            "LIBOR Notice" means a written notice in the form of Exhibit L-1.

            "LIBOR Option" has the meaning set forth in Section 2.13(a).

            "LIBOR Rate" means, for each Interest Period for each LIBOR Rate
Loan, the rate per annum determined by Agent (rounded upwards, if necessary, to
the next 1/100%) by dividing (a) the Base LIBOR Rate for such Interest Period,
by (b) 100% minus the Reserve Percentage. The LIBOR Rate shall be adjusted on
and as of the effective day of any change in the Reserve Percentage.

            "LIBOR Rate Loan" means each portion of an Advance or the Term Loan
that bears interest at a rate determined by reference to the LIBOR Rate.

            "LIBOR Rate Margin" means, as of any date of determination, the
following margin based upon Parent's most recent Leverage Ratio calculation
(determined as set forth in the following paragraph); provided, however, that
(a) for the period from the Closing Date through the date Agent receives the
certified calculation of Parent's Leverage Ratio in respect of the testing
period ended with April 15, 2004 delivered pursuant to Section 6.3,

                                       22
<PAGE>

and (b) at any time that an Event of Default exists hereunder, the LIBOR Rate
Margin shall be at Level I:

<TABLE>
<CAPTION>
Level                                     Leverage Ratio                                 LIBOR Rate Margin
-----                         ----------------------------------------------             -----------------
<S>                           <C>                                                      <C>
I                             equal to or greater than 4.0:1.0                         3.50 percentage points

II                            less than 4.0:1.0 and equal to or greater than           3.25 percentage points
                              3.5:1.0

III                           less than 3.5:1.0 and equal to or greater than           3.00 percentage points
                              3.0:1.0

IV                            less than 3.0:1.0                                        2.75 percentage points
</TABLE>

            Except as set forth in the foregoing proviso, the LIBOR Rate Margin
shall be based upon Parent's most recent Leverage Ratio calculation, which will
be calculated on a fiscal quarter basis. Except as set forth in the initial
proviso in this definition, the LIBOR Rate Margin shall be re-determined each
fiscal quarter on the first day of the month following the date of delivery to
Agent of the certified calculation of Parent's Leverage Ratio pursuant to
Section 6.3 hereof; provided, however, that if Parent and Borrower fail to
provide such certification when such certification is due, the LIBOR Rate Margin
shall be set at the margin in the row styled "Level I" as of the first day of
the month following the date on which the certification was required to be
delivered until the date on which such certification is delivered (on which date
(but not retroactively), without constituting a waiver of any Default or Event
of Default occasioned by the failure to timely deliver such certification, the
LIBOR Rate Margin shall be set at the margin based upon the Leverage Ratio
calculation disclosed by such certification).

            "Lien" means any interest in an asset securing an obligation owed
to, or a claim by, any Person other than the owner of the asset, irrespective of
whether (a) such interest is based on the common law, statute, or contract, (b)
such interest is recorded or perfected, and (c) such interest is contingent upon
the occurrence of some future event or events or the existence of some future
circumstance or circumstances. Without limiting the generality of the foregoing,
the term "Lien" includes the lien or security interest arising from a mortgage,
deed of trust, encumbrance, pledge, hypothecation, assignment, deposit
arrangement, security agreement, conditional sale or trust receipt, or from a
lease, consignment, or bailment for security purposes and also includes
reservations, exceptions, encroachments, easements, rights-of-way, covenants,
conditions, restrictions, leases, and other title exceptions and encumbrances
affecting Real Property.

            "Loan Account" has the meaning set forth in Section 2.10.

            "Loan Documents" means this Agreement, the Bank Product Agreements,
the Cash Management Agreements, the Control Agreements, the Copyright Security
Agreement, the Credit Card Agreements, the Disbursement Letter, the Estoppel
Agreement, the Fee

                                       23
<PAGE>

Letter, the Funds Flow Agreement, the GE Fee Letter, the Guarantor Security
Agreement, the Guaranty, the Intercompany Subordination Agreement, the Letters
of Credit, the Mortgages, the Stock Pledge Agreement, the Trademark Security
Agreement, the Vectra Fee Letter, any note or notes executed by Borrower in
connection with this Agreement and payable to a member of the Lender Group, and
any other agreement entered into, now or in the future, by Borrower and the
Lender Group in connection with this Agreement.

            "Maintenance Capital Expenditures" means all Capital Expenditures of
Borrower and its Subsidiaries other than Growth Capital Expenditures.

            "Management Agreement" means that certain Professional Services
Agreement dated as of June 12, 2003 between Parent and WPP.

            "Marginally Performing Restaurant" means a Restaurant (a) that has
been operated by Borrower or one of its Subsidiaries for at least 12 months and
whose allocable portion of TTM Consolidated Operating Income is less than
$50,000 but greater than $1, (b) that has been operated by Borrower or one of
its Subsidiaries for less than 12 months and whose allocable portion of
Consolidated Operating Income has been less than $50,000 but greater than $1
since inception on a cumulative basis), or (c) that is a Performing Restaurant;
however, the lease associated with such Restaurant will expire in 180 days and
after giving effect to the terms of the new lease for such Restaurant, the
allocable portion of TTM Consolidated Operating Income would be less than
$50,000 but greater than $1.

            "Material Adverse Change" means (a) a material adverse change in the
business, operations, results of operations, assets, liabilities or condition
(financial or otherwise) of Parent and its Subsidiaries, taken as a whole, (b) a
material impairment of Parent's and its Subsidiaries ability to perform their
obligations under the Loan Documents to which they are parties or of the Lender
Group's ability to enforce the Obligations or realize upon the Collateral, or
(c) a material impairment of the enforceability or priority of the Agent's Liens
with respect to the Collateral as a result of an action or failure to act on the
part of Parent or its Subsidiaries.

            "Maturity Date" has the meaning set forth in Section 3.4.

            "Maximum Revolver Amount" means $30,000,000.

            "Midway" has the meaning specified therefor in the recitals to this
Agreement.

            "Mortgages" means, individually and collectively, one or more
mortgages, deeds of trust, or deeds to secure debt (or assignments and
amendments thereof), delivered (and where applicable, executed) by Borrower or
its Subsidiaries in favor of Agent, in form and substance satisfactory to Agent,
that encumber the Real Property Collateral.

            "Negotiable Collateral" means letters of credit, letter of credit
rights, instruments, promissory notes, drafts, documents, and chattel paper
(including electronic chattel paper and tangible chattel paper).

                                       24
<PAGE>

            "Net Cash Proceeds" means, with respect to any sale or disposition
by any Person or any Subsidiary thereof of property or assets, the amount of
Collections received (directly or indirectly) from time to time (whether as
initial consideration or through the payment of deferred consideration) by or on
behalf of such Person or such Subsidiary, in connection therewith after
deducting therefrom only (i) the amount of any Indebtedness secured by any
Permitted Lien on any asset (other than (A) Indebtedness owing to Agent or any
Lender under this Agreement or the other Loan Documents and (B) Indebtedness
assumed by the purchaser of such asset) which is required to be, and is, repaid
in connection with such disposition, (ii) reasonable expenses related thereto
incurred by such Person or such Subsidiary in connection therewith, and (iii)
taxes paid or payable to any taxing authorities by such Person or such
Subsidiary in connection therewith, 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,
actually paid or payable to a Person that is not an Affiliate and are properly
attributable to such transaction.

            "Note" and "Notes" shall have the meanings ascribed thereto in the
Indenture.

            "Obligations" means (a) all loans (including the Term Loan),
Advances, debts, principal, interest (including any interest that, but for the
commencement of an Insolvency Proceeding, would have accrued), contingent
reimbursement obligations with respect to outstanding Letters of Credit,
premiums, liabilities (including all amounts charged to Borrower's Loan Account
pursuant hereto), obligations (including indemnification obligations), fees
(including the fees provided for in the Fee Letter), charges, costs, Lender
Group Expenses (including any fees or expenses that, but for the commencement of
an Insolvency Proceeding, would have accrued), lease payments, guaranties,
covenants, and duties of any kind and description owing by Borrower to the
Lender Group pursuant to or evidenced by the Loan Documents and irrespective of
whether for the payment of money, whether direct or indirect, absolute or
contingent, due or to become due, now existing or hereafter arising, and
including all interest not paid when due and all Lender Group Expenses that
Borrower is required to pay or reimburse by the Loan Documents, by law, or
otherwise, and (b) all Bank Product Obligations. Any reference in this Agreement
or in the Loan Documents to the Obligations shall include all extensions,
modifications, renewals, or alterations thereof, both prior and subsequent to
any Insolvency Proceeding.

            "Originating Lender" has the meaning set forth in Section 14.1(e).

            "Overadvance" has the meaning set forth in Section 2.5.

            "Participant" has the meaning set forth in Section 14.1(e).

            "Performing Restaurant" means a Restaurant that is not an
Unprofitable Restaurant or a Marginally Performing Restaurant.

            "Permanently Closed Restaurant" means a Restaurant that has been
closed for 120 days or more and that has not replaced.

                                       25
<PAGE>

            "Permitted Acquired Indebtedness" means, with respect to Borrower or
any of its Subsidiaries, Purchase Money Indebtedness of any other Person whose
assets are acquired by Borrower or any of its Subsidiaries in a Permitted
Acquisition or other unsecured Indebtedness incurred or acquired in connection
with a Permitted Acquisition, provided that such Indebtedness was existing prior
to the date of such Permitted Acquisition and was not incurred in connection
with, or in contemplation of, such Permitted Acquisition.

            "Permitted Acquisition" means a Permitted Cash Acquisition or a
Permitted Non-Cash Acquisition, as the context requires.

            "Permitted Cash Acquisition" means any Acquisition as to which each
of the following is applicable: (a) such Acquisition does not qualify as a
Permitted Non-Cash Acquisition solely because the consideration payable in
respect of the proposed Acquisition includes some form of consideration other
than solely the common Stock of Parent, and (b) no Indebtedness that is not
permitted under Section 7.1(k) will be incurred as a result of such Acquisition;
provided, however, that consideration payable in respect of such proposed
Acquisition shall be available to be expended as a Growth Capital Expenditure
under Section 7.18(b).

            "Permitted Discretion" means a determination made in the exercise of
reasonable (from the perspective of a senior secured lender) business judgment.

            "Permitted Dispositions" means (a) sales or other dispositions of
Equipment that is substantially worn, damaged, or obsolete in the ordinary
course of business, (b) sales of Inventory to buyers in the ordinary course of
business, (c) the use or transfer of money or Cash Equivalents in a manner that
is not prohibited by the terms of this Agreement or the other Loan Documents,
(d) the licensing, on a non-exclusive basis, of patents, trademarks, copyrights,
and other intellectual property rights in the ordinary course of business, (e)
Permitted Sale and Leasebacks, (f) so long as no Default or Event of Default has
occurred and is continuing or would result therefrom, and so long as the sale or
other disposition is for 80% cash in an arms-length transaction for fair value,
Permitted Performing Restaurant Dispositions in the ordinary course of business,
(g) so long as no Default or Event of Default has occurred and is continuing or
would result therefrom, and so long as the sale or other disposition is for 80%
cash in an arms-length transaction for fair value, Permitted Marginally
Performing Restaurant Dispositions in the ordinary course of business, (h) so
long as no Default or Event of Default has occurred and is continuing or would
result therefrom, and so long as the sale or other disposition is for 80% cash
in an arms-length transaction for fair value, Permitted Unprofitable Restaurant
Dispositions in the ordinary course of business, (i) so long as no Default or
Event of Default has occurred and is continuing or would result therefrom, and
so long as the sale or other disposition is for cash in an arms-length
transaction for fair value, the sale or other disposition of assets (other than
Accounts, owned Real Property Collateral, intellectual property, or Stock in
Borrower or any Guarantor) no longer useful in the conduct of Borrower's or its
Subsidiaries' business, so long as the aggregate Net Cash Proceeds from such
assets sold or otherwise disposed of pursuant to this clause (i) in any fiscal
year does not exceed $250,000 in the aggregate; provided, however,

                                       26
<PAGE>

that if such Net Cash Proceeds are used within 360 days of such disposition to
invest in assets used or useful in the business then the amount of such Net Cash
Proceeds so invested shall not be included in the calculation of the limitation
set forth in this clause (i), (j) sales of Inventory and Equipment located at
leased locations to a subtenant in connection with the sublease of any such
leased Real Property, (k) so long as no Default or Event of Default has occurred
and is continuing or would result therefrom, and so long as the sale or other
disposition is for 100% cash in an arms-length transaction for fair value, the
sale of Borrower's Real Property located at (i) 400 West 48th Avenue, Denver,
Colorado, and (ii) 1512 N. Neil Street, Champaign, Illinois, (l) the dissolution
of any Inactive Subsidiary, (m) the sale or discount, in each case without
recourse, of Accounts arising in the ordinary course of business, but only in
connection with the compromise or collection thereof, (n) so long as no Default
or Event of Default has occurred and is continuing or would result therefrom,
the transfer of assets from any Guarantor to Borrower or another Guarantor,
(o)(i) any involuntary loss, damage, or destruction of property, or (ii) any
condemnation, seizure, or taking, by exercise of the power of eminent domain or
otherwise, or confiscation or requisition of use of property, (p) so long as no
Default or Event of Default has occurred or is continuing or would result
therefrom, the donation of the Borrower's vacant Real Property located in Utica,
New York to the City of Utica, and (q) the sublease by Borrower of any Real
Property leased by Borrower in connection with a disposition permitted
hereunder. For the avoidance of doubt, it is understood that the restrictions
set forth in this definition do not otherwise restrict Permitted Intercompany
Advances.

            "Permitted Distribution" means, so long as (a) no Default or Event
of Default has occurred and is continuing or would result therefrom, (b)
Borrower has Excess Availability of not less than $10,000,000 after giving
effect thereto, and (c) it is otherwise permitted under the Indenture (as in
effect on the Closing Date), the payment of a dividend by Borrower to Parent in
an aggregate amount not to exceed $10,000,000 in any fiscal year and in an
aggregate amount not to exceed $30,000,000 during the term of this Agreement,
and the redemption of, or payment of a dividend on account of, Parent's
outstanding Stock with 100% of the proceeds of the dividend received from
Borrower.

            "Permitted Equity Acquisition" means any Permitted Acquisition that
is completed exclusively with the net cash proceeds of an equity contribution by
the Permitted Holders to Parent, that is then contributed by Parent to Borrower.

            "Permitted Holder" means (a) WPP and its Affiliates, (b) Debra
Koenig, (c) Robert Kaltenbach, (d) Anthony Carroll, (e) Thomas Rink, (f) Thomas
Mejstrik, (g) Timothy Kanaly, (h) Daniel Gresham, (i) Donald Prismon, (j) Mark
Hampton, (k) Jeffry Guido, (l) Pete Pascuzzi, and (m) Mid Oaks Investments, LLC,
a Delaware limited liability company.

            "Permitted Intercompany Advances" means Intercompany Advances so
long as such Intercompany Advances are made in the ordinary course of business.

            "Permitted Investments" means (a) Investments in cash and Cash
Equivalents, (b) Investments in negotiable instruments for collection, (c)
advances made in connection

                                       27
<PAGE>

with purchases of goods or services in the ordinary course of business, (d)
Investments received in settlement of amounts due to Parent or any of its
Subsidiaries effected in the ordinary course of business or owing to Parent or
any of its Subsidiaries as a result of Insolvency Proceedings involving an
Account Debtor or upon the foreclosure or enforcement of any Lien in favor of
Parent or its Subsidiaries, (e) Investments resulting from the making of
Permitted Intercompany Advances, (f) Investments resulting from the execution
and delivery of the Guaranty, (g) Investments consisting of promissory notes or
other non-cash consideration received as proceeds of Permitted Dispositions, (h)
Investments resulting from the entering into of Hedge Agreements permitted under
Section 7.1 hereof, (i) Investments resulting from the making of the guarantees
that are otherwise permitted under Section 7.1 hereof, (j) advances made in
connection with loans to employees for relocation costs, provided however that
the aggregate amount of all advances made under this clause (j) shall not exceed
$500,000 at any time, and (k) Investments by Borrower or any of its Subsidiaries
not otherwise permitted hereunder, provided, however, that the aggregate amount
of all Investments made under this clause (k) shall not exceed $500,000 at any
time.

            "Permitted Liens" means (a) Liens held by Agent, (b) Liens for
unpaid taxes that either (i) are not yet delinquent, or (ii) do not constitute
an Event of Default hereunder and are the subject of Permitted Protests, (c)
Liens set forth on Schedule P-1, (d) the interests of lessors under operating
leases, (e) purchase money Liens or the interests of lessors under Capital
Leases to the extent that such Liens or interests secure Permitted Purchase
Money Indebtedness and so long as such Lien attaches only to the asset purchased
or acquired, replacements thereof and the proceeds thereof, (f) Liens arising by
operation of law in favor of warehousemen, landlords, carriers, mechanics,
materialmen, laborers, or suppliers, incurred in the ordinary course of business
and not in connection with the borrowing of money, and which Liens either (i)
are for sums not yet delinquent, or (ii) are the subject of Permitted Protests,
(g) Liens on amounts deposited in connection with obtaining worker's
compensation or other unemployment insurance, (h) Liens on amounts deposited in
connection with the making or entering into of bids, tenders, or leases in the
ordinary course of business and not in connection with the borrowing of money,
(i) Liens on amounts deposited as security for surety or appeal bonds in
connection with obtaining such bonds in the ordinary course of business, (j)
Liens resulting from any judgment or award that is not an Event of Default
hereunder, (k) with respect to any Real Property, easements, rights of way, and
zoning restrictions that do not materially interfere with or impair the use or
operation thereof, (l) Liens in favor of a landlord to secure Borrower's
obligations to pay rent, which Lien is (i) limited to the leasehold interest,
fixtures and personal property located at such Restaurant, (ii) is senior to
Agent's security interest in the leasehold and fixtures, and (iii) is
subordinate to Agent's security interest in the personal property (including
Equipment) located at such Restaurant; provided, however, that as a condition to
the ability of any such Lien to be a Permitted Lien the landlord must execute
and deliver to Agent an intercreditor agreement in form and substance
satisfactory to Agent, (m) Liens on each item of Real Property Collateral to the
extent permitted by the Mortgage applicable thereto, (n) Liens encumbering
deposits made to secure obligations arising from statutory, regulatory, or
warranty requirements of Borrower or any of its Subsidiaries, including rights
of offset, (o) Liens encumbering deposits made to secure Indebtedness under
Hedge Agreements

                                       28
<PAGE>

permitted under Section 7.1 hereof, (p) Liens securing Permitted Acquired
Indebtedness, provided that: (i) the Liens securing such Permitted Acquired
Indebtedness at the time of and prior to the incurrence of such Permitted
Acquired Indebtedness by Borrower or a Subsidiary of Borrower and were not
granted in connection with, or in anticipation of, the consummation of the
subject Acquisition by Borrower or a Subsidiary of Borrower; and (ii) such Liens
do not extend to or cover any property or assets of Borrower or of any of its
Subsidiaries other than the property or assets that secured the Permitted
Acquired Indebtedness prior to the time such Indebtedness became Permitted
Acquired Indebtedness of Borrower or a Subsidiary of Borrower, (q) banker's
Liens, rights of setoff and similar Liens with respect to cash and Cash
Equivalents on deposit in one or more deposit accounts in the ordinary course of
business, exclusive of deposit accounts that are subject to Control Agreements
or Cash Management Agreements, (r) Liens on deposits made in the ordinary course
of business to secure liability to Borrower and its Subsidiaries' insurance
carriers, and (s) rights of a licensor of intellectual property in and to such
property. For the avoidance of doubt, the parties agree that Liens permitted
under clause (l) above shall not be deemed to be Purchase Money Security
Interests.

            "Permitted Management Fees" means consulting fees payable by
Borrower to WPP (or its Affiliates) in an aggregate amount not to exceed
$250,000 per fiscal quarter provided, however, that in any fiscal quarter,
Borrower may pay consulting fees in such quarter that exceed the foregoing
maximum amount (without giving effect to this proviso) by an amount equal to the
accrued and unpaid consulting fees, plus the reimbursement of reasonable
out-of-pocket expenses incurred by WPP (or its Affiliates) in connection with
the performance of its management duties related to Borrower and its
Subsidiaries.

            "Permitted Marginally Performing Restaurant Dispositions" means the
sale or other dispositions of (a) an unlimited number of Marginally Performing
Restaurants so long as the sale or other disposition occurs contemporaneously
with the expiration of the lease related to such Restaurant and (b) not more
than 2 Marginally Performing Restaurants if the sale or other disposition occurs
any time prior to the expiration of the lease related to such Restaurant
provided, however, that if the number of sales or other dispositions of
Marginally Performing Restaurants is less than 2 in any consecutive 12 month
period then such amount may be carried forward to the immediately succeeding
consecutive 12 month period provided, further, that no amounts carried forward
may be carried forward to any consecutive 12 month period thereafter.

            "Permitted Non - Cash Acquisition" means any Acquisition so long as:

            (a) no Default or Event of Default shall have occurred and be
continuing or would result from the consummation of the proposed Acquisition,

            (b) the assets being acquired are useful in or engaged in, as
applicable, the business of Borrower and its Subsidiaries or a business
reasonably related thereto,

            (c) the consideration payable in respect of the proposed Acquisition
shall be composed solely of the common Stock of Parent,

                                       29
<PAGE>

            (d) if the consideration payable in respect of the proposed
Acquisition is greater than or equal to $2,000,000, Parent has provided Agent
with written confirmation, supported by reasonably detailed calculations, that
on a pro forma basis, created by adding the historical combined financial
statements of Parent (including the combined financial statements of any other
Person or assets that were the subject of a prior Permitted Acquisition during
the relevant period) to the historical consolidated financial statements of the
Person to be acquired (or the historical financial statements related to the
assets to be acquired) pursuant to the proposed Acquisition (adjusted to
eliminate expense items that would not have been incurred and include income
items that would have been recognized, in each case, if the combination had been
accomplished at the beginning of the relevant period; such eliminations and
inclusions to be mutually agreed upon by Parent and Agent), Parent and Borrower
would have been in compliance with the financial covenants in Section 7.18
hereof for the four fiscal quarters ending as of the fiscal quarter ended
immediately prior to the proposed date of consummation of such proposed
Acquisition for which there are available financial statements,

            (e) the subject assets are being acquired by Borrower or a Guarantor
that is a Subsidiary of Borrower and is not an Inactive Subsidiary,

            (f) in the case of an Asset Acquisition, the subject assets are
being acquired by Borrower or a Guarantor,

            (g) in the case of a Stock Acquisition, the subject Stock is being
acquired in such Acquisition directly by Borrower or a Guarantor,

            (h) in the case of an Asset Acquisition, Borrower or the relevant
Guarantor, as applicable, shall have executed and delivered or authorized, as
applicable, any and all security agreements, financing statements, fixture
filings, and other documentation reasonably requested by Agent in order to
include the newly acquired assets within the collateral hypothecated under the
Loan Documents,

            (i) in the case of a Stock Acquisition, Borrower or the relevant
Guarantor, as applicable, shall have executed and delivered a pledge agreement
respecting the Stock being acquired and shall have delivered to Agent possession
of the original Stock certificates respecting all of the issued and outstanding
shares of Stock of such acquired Person, together with stock powers with respect
thereto endorsed in blank,

            (j) in the case of a Stock Acquisition, Borrower or the relevant
Guarantor, as applicable, shall have caused such acquired Person to execute and
deliver a joinder to either this Agreement or the Guaranty in order to make such
Person a party hereto or thereto, together with any and all security agreements,
financing statements, fixture filings, and other documentation reasonably
requested by Agent in order to cause such acquired Person to be obligated with
respect to the Obligations and to include the assets of the acquired Person
within the collateral hypothecated under the Loan Documents,

                                       30
<PAGE>

            (k) (i) in the case of an Acquisition of a restaurant or restaurants
from a franchisee, the restaurant or restaurants that are the subject of the
proposed Acquisition shall have positive TTM Four Wall EBITDA for the most
recent four fiscal quarter period ended prior to the date of acquisition, and
(ii) in the case of an Acquisition of a restaurant or restaurant from any Person
other than a franchisee either (A) the restaurant or restaurants that are the
subject of the proposed Acquisition shall have positive TTM Four Wall EBITDA for
the most recent four fiscal quarter period ended prior to the date of
acquisition or (B) if no information exists to determine TTM Four Wall EBITDA
for the restaurant or restaurants that are the subject of the proposed
Acquisition, then there shall be no more than 3 of such restaurants acquired in
any fiscal year and no more than $2,500,000 of consideration paid or payable in
respect of such restaurants in any fiscal year, and

            (l) the terms of such Acquisition are customary market terms,
negotiated on an arm's length basis and, to the extent the seller of such assets
is an Affiliate of Borrower, any of its Subsidiaries, or any Permitted Holder,
Agent shall have received a resolution of the Board of Directors of Parent
certifying compliance with the requirements set forth in this clause (l).

            "Permitted Non-Equity Acquisition" means any Permitted Acquisition
that is not a Permitted Equity Acquisition.

            "Permitted Performing Restaurant Dispositions" means the sale or
other dispositions of not more than 2 Performing Restaurants (whether the sale
or other disposition occurs at the expiration of the lease related to such
Restaurant or not) in any consecutive 12 month period; provided, however, that
(a) any Performing Restaurant which is replaced with another Performing
Restaurant within 360 days of the sale or other disposition of the original
Performing Restaurant shall not be included in the determination of the limit
set forth in the immediately preceding clause, and (b) if the number of
Performing Restaurants sold or otherwise disposed of in any consecutive 12 month
period is less than 2 then such amount may be carried forward to the immediately
succeeding consecutive 12 month period provided, further, that no amounts
carried forward may be carried forward to any consecutive 12 month period
thereafter.

            "Permitted Protest" means the right of Parent or any of its
Subsidiaries to protest any Lien (other than any Lien that secures the
Obligations), taxes (other than payroll taxes or taxes that are the subject of a
United States federal tax lien), or rental payment, provided that (a) a reserve
with respect to such obligation is established on the Books in such amount as is
required under GAAP, (b) any such protest is instituted promptly and prosecuted
diligently by Parent or its Subsidiary, as applicable, in good faith, and (c)
Agent is satisfied in its Permitted Discretion that, while any such protest is
pending, there will be no impairment of the enforceability, validity, or
priority of any of the Agent's Liens.

            "Permitted Purchase Money Indebtedness" means, as of any date of
determination, Purchase Money Indebtedness incurred after the Closing Date, and
Permitted

                                       31
<PAGE>

Acquisition Indebtedness in an aggregate principal amount outstanding at any one
time not in excess of $5,000,000.

            "Permitted Redemption" means, so long as (a) no Default or Event of
Default has occurred and is continuing, (b) the Leverage Ratio as at the end of
the most recently completed fiscal quarter of Parent at the time of the proposed
redemption and after giving effect to the proposed redemption is less than
3.25:1.00, and (c) Borrower has Excess Availability of not less than $10,000,000
after giving effect thereto, the repurchase, prepayment, redemption, or other
retirement of the High Yield Debt.

            "Permitted Reorganization Transaction" means (a) the merger of a
Guarantor with and into another Guarantor or into Borrower (so long as Borrower
is the surviving entity in any such merger involving Borrower), (b) the
dissolution and transfer of all of the assets or properties of a Guarantor to
another Guarantor or to Borrower, or (ii) by a Subsidiary of Borrower that is
not a Guarantor to a Guarantor or to Borrower, and (c) the dissolution of the
Inactive Subsidiary.

            "Permitted Restaurant Dispositions" means Permitted Performing
Restaurant Dispositions, Permitted Marginally Performing Restaurant
Dispositions, and Permitted Unprofitable Restaurant Dispositions.

            "Permitted Sale and Leaseback" means a sale and leaseback
transaction (a "Sale and Leaseback") that is in respect of real property and the
improvements thereto that is first acquired by Borrower after the date hereof,
so long as:

            (a) no Default or Event of Default shall have occurred or be
continuing or shall result from the consummation of such Sale and Leaseback;

            (b) Borrower receives fair market value for the sale of the subject
assets,

            (c) 100% of the consideration received is cash or Cash Equivalents,
and

            (d) such Sale and Leaseback shall be fully consummated within 360
days after the date of Borrower's acquisition of the subject real property and
improvements.

            "Permitted Unprofitable Restaurant Dispositions" means the sale or
other dispositions of (a) an unlimited number of Unprofitable Restaurants so
long as the sale or other disposition occurs contemporaneously with the
expiration of the lease related to such Restaurant in any consecutive 12 month
period and (b) not more than 5 Unprofitable Restaurants if the sale or other
disposition occurs any time prior to the expiration of the lease related to such
Restaurant in any consecutive 12 month period; provided, however, that if the
number of sales or other dispositions of Unprofitable Restaurants is less than 5
in any consecutive 12 month period then such amount may be carried forward to
the immediately succeeding consecutive 12 month period provided, further, that
no amounts carried forward may be carried forward to any consecutive 12 month
period thereafter.

                                       32
<PAGE>

            "Person" means natural persons, corporations, limited liability
companies, limited partnerships, general partnerships, limited liability
partnerships, joint ventures, trusts, land trusts, business trusts, or other
organizations, irrespective of whether they are legal entities, and governments
and agencies and political subdivisions thereof.

            "Projections" means Parent's forecasted (a) balance sheets, (b)
profit and loss statements, and (c) cash flow statements, all prepared on a
basis consistent with Parent's historical financial statements, together with
appropriate supporting details and a statement of underlying assumptions.

            "Pro Rata Share" means, as of any date of determination:

            (a) with respect to a Lender's obligation to make Advances and
receive payments of principal, interest, fees, costs, and expenses with respect
thereto, (i) prior to the Revolver Commitments being terminated or reduced to
zero, the percentage obtained by dividing (y) such Lender's Revolver Commitment,
by (z) the aggregate Revolver Commitments of all Lenders, and (ii) from and
after the time that the Revolver Commitments have been terminated or reduced to
zero, the percentage obtained by dividing (y) the aggregate outstanding
principal amount of such Lender's Advances by (z) the aggregate outstanding
principal amount of all Advances,

            (b) with respect to a Lender's obligation to participate in Letters
of Credit, to reimburse the Issuing Lender, and to receive payments of fees with
respect thereto, (i) prior to the Revolver Commitments being terminated or
reduced to zero, the percentage obtained by dividing (y) such Lender's Revolver
Commitment, by (z) the aggregate Revolver Commitments of all Lenders, and (ii)
from and after the time that the Revolver Commitments have been terminated or
reduced to zero, the percentage obtained by dividing (y) the aggregate
outstanding principal amount of such Lender's Advances by (z) the aggregate
outstanding principal amount of all Advances,

            (c) with respect to a Lender's obligation to make the Term Loan and
receive payments of interest, fees, and principal with respect thereto, (i)
prior to the making of the Term Loan, the percentage obtained by dividing (y)
such Lender's Term Loan Commitment, by (z) the aggregate amount of all Lenders'
Term Loan Commitments, and (ii) from and after the making of the Term Loan, the
percentage obtained by dividing (y) the principal amount of such Lender's
portion of the Term Loan by (z) the principal amount of the Term Loan, and

            (d) with respect to all other matters as to a particular Lender
(including the indemnification obligations arising under Section 16.7), the
percentage obtained by dividing (i) such Lender's Revolver Commitment plus the
outstanding principal amount of such Lender's portion of the Term Loan, by (ii)
the aggregate amount of Revolver Commitments of all Lenders plus the outstanding
principal amount of the Term Loan; provided, however, that in the event the
Revolver Commitments have been terminated or reduced to zero, Pro Rata Share
under this clause shall be the percentage obtained by dividing (A) the
outstanding principal amount of such Lender's Advances plus such Lender's
ratable portion of the Risk

                                       33
<PAGE>

Participation Liability with respect to outstanding Letters of Credit plus the
outstanding principal amount of such Lender's portion of the Term Loan, by (B)
the outstanding principal amount of all Advances plus the aggregate amount of
the Risk Participation Liability with respect to outstanding Letters of Credit
plus the outstanding principal amount of the Term Loan.

            "Purchase Money Indebtedness" means Indebtedness (other than the
Obligations, but including Capitalized Lease Obligations), incurred at the time
of, or within 20 days after, the acquisition of any fixed assets for the purpose
of financing all or any part of the acquisition cost thereof.

            "Qualified Cash" means, as of any date of determination, the amount
of unrestricted cash and Cash Equivalents of Borrower and its Subsidiaries that
is in Deposit Accounts or in Securities Accounts, or any combination thereof,
and which such Deposit Account or Securities Account is the subject of a Control
Agreement and is maintained by a branch office of the bank or securities
intermediary located within the United States.

            "Qualified IPO" shall mean a bona fide underwritten sale to the
public of common Stock of Parent or Borrower pursuant to a registration
statement (other than on Form S-8 or any other form relating to securities
issuable under any benefit plan of Parent or Borrower, as the case may be) that
is declared effective by the SEC and such offering results in gross cash
proceeds to Borrower or Parent (exclusive of underwriter's discounts and
commissions and other expenses) of at least $40,000,000.

            "Real Property" means any estates or interests in real property now
owned or hereafter acquired by Borrower or its Subsidiaries and the improvements
thereto.

            "Real Property Collateral" means the Real Property identified on
Schedule R-1 and any After Acquired Real Property hereafter acquired by Borrower
or its Subsidiaries.

            "Record" means information that is inscribed on a tangible medium or
which is stored in an electronic or other medium and is retrievable in
perceivable form.

            "Remedial Action" means all actions taken to (a) clean up, remove,
remediate, contain, treat, monitor, assess, evaluate, or in any way address
Hazardous Materials in the indoor or outdoor environment, (b) prevent or
minimize a release or threatened release of Hazardous Materials so they do not
migrate or endanger or threaten to endanger public health or welfare or the
indoor or outdoor environment, (c) restore or reclaim natural resources or the
environment, (d) perform any pre-remedial studies, investigations, or
post-remedial operation and maintenance activities, or (e) conduct any other
actions with respect to Hazardous Materials authorized by Environmental Laws.

            "Replacement Lender" has the meaning set forth in Section 15.2(a).

            "Report" has the meaning set forth in Section 16.17.

                                       34
<PAGE>

            "Required Availability" means that the sum of (a) Excess
Availability, plus (b) Qualified Cash exceeds $15,000,000.

            "Required Lenders" means, at any time, at least two Lenders whose
aggregate Pro Rata Shares (calculated under clause (d) of the definition of Pro
Rata Shares) equal or exceed 50.1%.

            "Reserve Percentage" means, on any day, for any Lender, the maximum
percentage prescribed by the Board of Governors of the Federal Reserve System
(or any successor Governmental Authority) for determining the reserve
requirements (including any basic, supplemental, marginal, or emergency
reserves) that are in effect on such date with respect to eurocurrency funding
(currently referred to as "eurocurrency liabilities") of that Lender, but so
long as such Lender is not required or directed under applicable regulations to
maintain such reserves, the Reserve Percentage shall be zero.

            "Restaurant" means a "Baker's Square" or "Village Inn" restaurant
owned or leased and operated by Borrower or one of its Subsidiaries.

            "Revolver Commitment" means, with respect to each Lender, its
Revolver Commitment, and, with respect to all Lenders, their Revolver
Commitments, in each case as such Dollar amounts are set forth beside such
Lender's name under the applicable heading on Schedule C-1 or in the Assignment
and Acceptance pursuant to which such Lender became a Lender hereunder, as such
amounts may be reduced or increased from time to time pursuant to assignments
made in accordance with the provisions of Section 14.1.

            "Revolver Usage" means, as of any date of determination, the sum of
(a) the amount of outstanding Advances, plus (b) the amount of the Letter of
Credit Usage.

            "Risk Participation Liability" means, as to each Letter of Credit,
all reimbursement obligations of Borrower to the Issuing Lender with respect to
an L/C Undertaking, consisting of (a) the amount available to be drawn or which
may become available to be drawn, (b) all amounts that have been paid by the
Issuing Lender to the Underlying Issuer to the extent not reimbursed by
Borrower, whether by the making of an Advance or otherwise, and (c) all accrued
and unpaid interest, fees, and expenses payable with respect thereto.

            "Sale and Leaseback" has the meaning set forth in the definition
"Permitted Sale and Leaseback."

            "SEC" means the United States Securities and Exchange Commission and
any successor thereto.

            "Securities Account" means a securities account (as that term is
defined in the Code).

            "Settlement" has the meaning set forth in Section 2.3(f)(i).

                                       35
<PAGE>

            "Settlement Date" has the meaning set forth in Section 2.3(f)(i).

            "Solvent" means, with respect to any Person on a particular date,
that, at fair valuations, the sum of such Person's assets is greater than all of
such Person's debts.

            "Stock" means all shares, options, warrants, interests,
participations, or other equivalents (regardless of how designated) of or in a
Person, whether voting or nonvoting, including common stock, preferred stock, or
any other "equity security" (as such term is defined in Rule 3a11-1 of the
General Rules and Regulations promulgated by the SEC under the Exchange Act).

            "Stock Acquisition" means the purchase or other acquisition by
Borrower or its Subsidiaries of all of the Stock of any other Person.

            "Stock Pledge Agreement" means an amended and restated stock pledge
agreement, in form and substance satisfactory to Agent, executed and delivered
by Borrower to Agent with respect to the pledge of the Stock owned by Borrower.

            "Subsidiary" of a Person means a corporation, partnership, limited
liability company, or other entity in which that Person directly or indirectly
owns or controls the shares of Stock having ordinary voting power to elect a
majority of the board of directors (or appoint other comparable managers) of
such corporation, partnership, limited liability company, or other entity.

            "SunTrust Resignation Letter" has the meaning set forth in the
recitals to this Agreement.

            "Supporting Obligation" means a letter-of-credit right or secondary
obligation that supports the payment or performance of an Account, chattel
paper, document, General Intangible, instrument, or Investment Property.

            "Swing Lender" means WFF or any other Lender that, at the request of
Borrower and with the consent of Agent agrees, in such Lender's sole discretion,
to become the Swing Lender under Section 2.3(d).

            "Swing Loan" has the meaning set forth in Section 2.3(d)(i).

            "Taxes" has the meaning set forth in Section 16.11.

            "Term Loan" has the meaning set forth in Section 2.2.

            "Term Loan Amount" means (a) on the Closing Date, $15,000,000, and
(b) on any date of determination after the Closing Date, the outstanding
principal balance of Term Loan.

            "Term Loan Commitment" means, with respect to each Lender, its Term
Loan Commitment, and, with respect to all Lenders, their Term Loan Commitments,
in each case

                                       36
<PAGE>

as such Dollar amounts are set forth beside such Lender's name under the
applicable heading on Schedule C-1 or in the Assignment and Acceptance pursuant
to which such Lender became a Lender hereunder, as such amounts may be reduced
or increased from time to time pursuant to assignments made in accordance with
the provisions of Section 14.1.

            "Total Commitment" means, with respect to each Lender, its Total
Commitment, and, with respect to all Lenders, their Total Commitments, in each
case as such Dollar amounts are set forth beside such Lender's name under the
applicable heading on Schedule C-1 attached hereto or on the signature page of
the Assignment and Acceptance pursuant to which such Lender became a Lender
hereunder, as such amounts may be reduced or increased from time to time
pursuant to assignments made in accordance with the provisions of Section 14.1.

            "Total Debt" means, as of any date of determination, without
duplication, the sum of (a) the Obligations (including without limitation the
Advances, the Term Loan, and the Letter of Credit Usage), (b) the outstanding
principal amount of Permitted Purchase Money Indebtedness of Parent and its
Subsidiaries, and (c) the outstanding principal amount of all Funded Debt of
Parent and its Subsidiaries; provided, however, that solely for purposes of
calculating the Leverage Ratio, liabilities under Hedge Agreements permitted to
be incurred under Section 7.1 hereof and Indebtedness in respect of letters of
credit pledged in connection with worker's compensation or other unemployment
insurance shall not be included in the calculation of Total Debt.

            "Trademark Security Agreement" means an amended and restated
trademark security agreement executed and delivered by Borrower and Agent, the
form and substance of which is satisfactory to Agent.

            "TTM Consolidated Operating Income" means, as of any date of
determination, the Consolidated Operating Income for the four fiscal quarters
most recently ended.

            "TTM Four Wall EBITDA" means, as of any date of determination, the
Four Wall EBITDA for the restaurant or restaurants that are proposed to be
acquired and calculated for the four fiscal quarters most recently ended.

            "UFOC" means Borrower's Uniform Franchise Offering Circular.

            "Underlying Issuer" means a third Person which is the beneficiary of
an L/C Undertaking and which has issued a letter of credit at the request of the
Issuing Lender for the benefit of Borrower.

            "Underlying Letter of Credit" means a letter of credit that has been
issued by an Underlying Issuer.

            "United States" means the United States of America.

                                       37
<PAGE>

            "Unit Level Cash Flow" means, with respect to any Restaurant and for
any fiscal period, the net revenue generated by such restaurant during such
fiscal period minus the aggregate amount of the cash operating expenses of such
Restaurant during such fiscal period, in each case calculated in a manner
consistent with Borrower's historical calculation of Unit Level Cash Flow.

            "Unprofitable Restaurant" means a Restaurant (a) that has been
operated by Borrower or one of its Subsidiaries for at least 12 months and whose
allocable portion of TTM Consolidated Operating Income is less than or equal to
$1, (b) that has been operated by Borrower or one of its Subsidiaries for less
than 12 months and whose allocable portion of Consolidated Operating Income has
been less than or equal to $1 since inception on a cumulative basis, or (c) that
is a Performing Restaurant; however, the lease associated with such Restaurant
will expire in 180 days and after giving effect to the terms of the new lease
for such Restaurant, the allocable portion of TTM Consolidated Operating Income
would be less than or equal to $1.

            "Unused Line Fee" means, as of any date of determination, the
following fee based upon Parent's most recent Leverage Ratio calculation
(determined as set forth in the following paragraph); provided, however, that
(a) for the period from the Closing Date through the date Agent receives the
certified calculation of Parent's Leverage Ratio in respect of the testing
period ended with April 15, 2004 delivered pursuant to Section 6.3, and (b) at
any time that an Event of Default exists hereunder, the applicable Unused Line
Fee shall be at Level I:

<TABLE>
<CAPTION>
Level                           Leverage Ratio                           Unused Line Fee
-----                           --------------                           ---------------
<S>             <C>                                                  <C>
I               equal to or greater than 3.5:1.0                     0.50 percentage points

II              less than 3.5:1.0 and equal to or greater than       0.375 percentage points
                3.0:1.0

III             less than 3.0:1.0                                    0.25 percentage points
</TABLE>

            Except as set forth in the foregoing proviso, the Unused Line Fee
shall be based upon Parent's most recent Leverage Ratio calculation, which will
be calculated on a fiscal quarter basis. Except as set forth in the initial
proviso in this definition, the Unused Line Fee shall be re-determined each
fiscal quarter on the first day of the month following the date of delivery to
Agent of the certified calculation of Parent's Leverage Ratio pursuant to
Section 6.3 hereof; provided, however, that if Parent and Borrower fail to
provide such certification when such certification is due, the Unused Line Fee
shall be set at the margin in the row styled "Level I" as of the first day of
the month following the date on which the certification was required to be
delivered until the date on which such certification is delivered (on which date
(but not retroactively), without constituting a waiver of any Default or Event
of Default occasioned by the failure to timely deliver such certification, the
Unused Line Fee shall be set at the margin based upon the Leverage Ratio
calculation disclosed by such certification).

                                       38
<PAGE>

            "Vectra Fee Letter" means that certain fee letter, dated as of even
date herewith, by Borrower in favor of Agent and Vectra Bank Colorado, in form
and substance satisfactory to Agent.

            "Voidable Transfer" has the meaning set forth in Section 17.6.

            "Wells Fargo" means Wells Fargo Bank, National Association, a
national banking association.

            "WFF" means Wells Fargo Foothill, Inc., a California corporation.

            "WPP" means Wind Point Partners IV L.P., a Delaware limited
partnership and Wind Point Partners, V L.P., a Delaware limited partnership,
collectively.

      1.2   ACCOUNTING TERMS. All accounting terms not specifically defined
herein shall be construed in accordance with GAAP. When used herein, the term
"financial statements" shall include the notes and schedules thereto. Whenever
the term "Parent" is used in respect of a financial covenant or a related
definition, it shall be understood to mean Parent and its Subsidiaries on a
consolidated basis unless the context clearly requires otherwise.

      1.3   CODE. Any terms used in this Agreement that are defined in the Code
shall be construed and defined as set forth in the Code unless otherwise defined
herein; provided, however, that to the extent that the Code is used to define
any term herein and such term is defined differently in different Articles of
the Code, the definition of such term contained in Article 9 shall govern.

      1.4   CONSTRUCTION. Unless the context of this Agreement or any other Loan
Document clearly requires otherwise, references to the plural include the
singular, references to the singular include the plural, the terms "includes"
and "including" are not limiting, and the term "or" has, except where otherwise
indicated, the inclusive meaning represented by the phrase "and/or." The words
"hereof," "herein," "hereby," "hereunder," and similar terms in this Agreement
or any other Loan Document refer to this Agreement or such other Loan Document,
as the case may be, as a whole and not to any particular provision of this
Agreement or such other Loan Document, as the case may be. Section, subsection,
clause, schedule, and exhibit references herein are to this Agreement unless
otherwise specified. Any reference in this Agreement or in the other Loan
Documents to any agreement, instrument, or document shall include all
alterations, amendments, changes, extensions, modifications, renewals,
replacements, substitutions, joinders, and supplements, thereto and thereof, as
applicable (subject to any restrictions on such alterations, amendments,
changes, extensions, modifications, renewals, replacements, substitutions,
joinders, and supplements set forth herein). Any reference herein to the
satisfaction or repayment in full of the Obligations shall mean the repayment in
full in cash (or cash collateralization in accordance with the terms hereof) of
all Obligations other than contingent indemnification Obligations and other than
any Bank Product Obligations that, at such time, are allowed by the applicable
Bank Product Provider to remain outstanding and are not required to be repaid or
cash

                                       39
<PAGE>

collateralized pursuant to the provisions of this Agreement. Any reference
herein to any Person shall be construed to include such Person's successors and
assigns. Any requirement of a writing contained herein or in the other Loan
Documents shall be satisfied by the transmission of a Record and any Record
transmitted shall constitute a representation and warranty as to the accuracy
and completeness of the information contained therein.


      1.5   SCHEDULES AND EXHIBITS. All of the schedules and exhibits attached
to this Agreement shall be deemed incorporated herein by reference.

      1.6   INDENTURE. Any terms defined in the Indenture that are incorporated
herein by reference shall be construed and defined as set forth in the Indenture
as in effect on the Closing Date.

2.    LOAN AND TERMS OF PAYMENT.

      2.1   REVOLVER ADVANCES.

            (a)   Subject to the terms and conditions of this Agreement, and
during the term of this Agreement, each Lender with a Revolver Commitment agrees
(severally, not jointly or jointly and severally) to make advances ("Advances")
to Borrower in an amount at any one time outstanding not to exceed such Lender's
Pro Rata Share of an amount equal to the lesser of (i) the Maximum Revolver
Amount less the Letter of Credit Usage, or (ii) the Borrowing Base less the
Letter of Credit Usage.

            (b)   Anything to the contrary in this Section 2.1 notwithstanding,
Agent shall have the right to establish reserves in such amounts, and with
respect to such matters, as Agent in its Permitted Discretion shall deem
necessary or appropriate, against the Borrowing Base, including reserves with
respect to (i) sums that Borrower is required to pay (such as taxes,
assessments, insurance premiums, or, in the case of leased assets, rents or
other amounts payable under such leases) and has failed to pay under any Section
of this Agreement or any other Loan Document, and (ii) amounts owing by Borrower
or its Subsidiaries to any Person to the extent secured by a Lien on, or trust
over, any of the Collateral (other than any Permitted Lien), which Lien or
trust, in the Permitted Discretion of Agent likely would have a priority
superior to the Agent's Liens (such as Liens or trusts in favor of landlords,
warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens
or trusts for ad valorem, excise, sales, or other taxes where given priority
under applicable law) in and to such item of the Collateral; provided, however,
that Agent agrees not to establish a reserve with respect to Bank Products of
the type specified in clauses (e) and (f) of the definition of Bank Product and
will not establish a reserve with respect to any other types of Bank Products
unless Agent and Borrower otherwise agree.

            (c)   The Lenders with Revolver Commitments shall have no obligation
to make additional Advances hereunder to the extent such additional Advances
would cause the Revolver Usage to exceed the Maximum Revolver Amount.

                                       40
<PAGE>

            (d)   Amounts borrowed pursuant to this Section 2.1 may be repaid
and, subject to the terms and conditions of this Agreement, reborrowed at any
time during the term of this Agreement.

      2.2   TERM LOAN. Subject to the terms and conditions of this Agreement, on
the Closing Date each Lender with a Term Loan Commitment agrees (severally, not
jointly or jointly and severally) to make term loans (collectively, the "Term
Loan") to Borrower in an amount equal to such Lender's Pro Rata Share of the
Term Loan Amount. The outstanding unpaid principal balance and all accrued and
unpaid interest under the Term Loan shall be due and payable on the date of
termination of this Agreement, whether by its terms, by prepayment, or by
acceleration. All amounts outstanding under the Term Loan shall constitute
Obligations.

      2.3   BORROWING PROCEDURES AND SETTLEMENTS.

            (a)   PROCEDURE FOR BORROWING. Each Borrowing shall be made by an
irrevocable written request by an Authorized Person delivered to Agent. Such
notice must be received by Agent no later than 10:00 a.m. (California time) on
the Business Day prior to the date that is the requested Funding Date specifying
(i) the amount of such Borrowing, and (ii) the requested Funding Date, which
shall be a Business Day; provided, however, that in the case of a request for a
Swing Loan in an amount of $5,000,000, or less, such notice will be timely
received if it is received by Agent no later than 10:00 a.m. (California time)
on the Business Day that is the requested Funding Date. At Agent's election, in
lieu of delivering the above-described written request, any Authorized Person
may give Agent telephonic notice of such request by the required time. In such
circumstances, Borrower agrees that any such telephonic notice will be confirmed
in writing within 24 hours of the giving of such telephonic notice, but the
failure to provide such written confirmation shall not affect the validity of
the request.

            (b)   AGENT'S ELECTION. Promptly after receipt of a request for a
Borrowing pursuant to Section 2.3(a), Agent shall elect, in its discretion, (i)
to have the terms of Section 2.3(c) apply to such requested Borrowing, or (ii)
if the Borrowing is for an Advance, to request Swing Lender to make a Swing Loan
pursuant to the terms of Section 2.3(d) in the amount of the requested
Borrowing; provided, however, that if Swing Lender declines in its sole
discretion to make a Swing Loan pursuant to Section 2.3(d), Agent shall elect to
have the terms of Section 2.3(c) apply to such requested Borrowing.

            (c)   MAKING OF LOANS.

                  (i) In the event that Agent shall elect to have the terms of
this Section 2.3(c) apply to a requested Borrowing as described in Section
2.3(b), then promptly after receipt of a request for a Borrowing pursuant to
Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m.
(California time) on the Business Day immediately preceding the Funding Date
applicable thereto, by telecopy, telephone, or other similar form of
transmission, of the requested Borrowing. Each Lender shall make the amount of
such Lender's Pro Rata Share of the requested Borrowing available to Agent in
immediately

                                       41
<PAGE>

available funds, to Agent's Account, not later than 10:00 a.m. (California time)
on the Funding Date applicable thereto. After Agent's receipt of the proceeds of
such Advances (or the Term Loan, as applicable), Agent shall make the proceeds
thereof available to Borrower on the applicable Funding Date by transferring
immediately available funds equal to such proceeds received by Agent to
Borrower's Designated Account; provided, however, that, subject to the
provisions of Section 2.3(i), Agent shall not request any Lender to make, and no
Lender shall have the obligation to make, any Advance (or its portion of the
Term Loan) if Agent shall have actual knowledge that (1) one or more of the
applicable conditions precedent set forth in Section 3 will not be satisfied on
the requested Funding Date for the applicable Borrowing unless such condition
has been waived, or (2) the requested Borrowing would exceed the Availability on
such Funding Date.

                  (ii) Unless Agent receives notice from a Lender on or prior to
the Closing Date or, with respect to any Borrowing after the Closing Date, prior
to 9:00 a.m. (California time) on the date of such Borrowing, that such Lender
will not make available as and when required hereunder to Agent for the account
of Borrower the amount of that Lender's Pro Rata Share of the Borrowing, Agent
may assume that each Lender has made or will make such amount available to Agent
in immediately available funds on the Funding Date and Agent may (but shall not
be so required), in reliance upon such assumption, make available to Borrower on
such date a corresponding amount. If and to the extent any Lender shall not have
made its full amount available to Agent in immediately available funds and Agent
in such circumstances has made available to Borrower such amount, that Lender
shall on the Business Day following such Funding Date make such amount available
to Agent, together with interest at the Defaulting Lender Rate for each day
during such period. A notice submitted by Agent to any Lender with respect to
amounts owing under this subsection shall be conclusive, absent manifest error.
If such amount is so made available, such payment to Agent shall constitute such
Lender's Advance (or portion of the Term Loan, as applicable) on the date of
Borrowing for all purposes of this Agreement. If such amount is not made
available to Agent on the Business Day following the Funding Date, Agent will
notify Borrower of such failure to fund and, upon demand by Agent, Borrower
shall pay such amount to Agent for Agent's account, together with interest
thereon for each day elapsed since the date of such Borrowing, at a rate per
annum equal to the interest rate applicable at the time to the Advances (or
portion of the Term Loan, as applicable) composing such Borrowing. The failure
of any Lender to make any Advance (or portion of the Term Loan, as applicable)
on any Funding Date shall not relieve any other Lender of any obligation
hereunder to make an Advance (or portion of the Term Loan, as applicable) on
such Funding Date, but no Lender shall be responsible for the failure of any
other Lender to make the Advance (or portion of the Term Loan, as applicable) to
be made by such other Lender on any Funding Date.

                  (iii) Agent shall not be obligated to transfer to a Defaulting
Lender any payments made by Borrower to Agent for the Defaulting Lender's
benefit, and, in the absence of such transfer to the Defaulting Lender, Agent
shall transfer any such payments to each other non-Defaulting Lender member of
the Lender Group ratably in accordance with their Commitments (but only to the
extent that such Defaulting Lender's Advance was

                                       42
<PAGE>
funded by the other members of the Lender Group) or, if so directed by Borrower
and if no Default or Event of Default had occurred and is continuing (and to the
extent such Defaulting Lender's Advance was not funded by the Lender Group),
retain same to be re-advanced to Borrower as if such Defaulting Lender had made
Advances to Borrower. Subject to the foregoing, Agent may hold and, in its
Permitted Discretion, re-lend to Borrower for the account of such Defaulting
Lender the amount of all such payments received and retained by Agent for the
account of such Defaulting Lender. Solely for the purposes of voting or
consenting to matters with respect to the Loan Documents, such Defaulting Lender
shall be deemed not to be a "Lender" and such Lender's Commitment shall be
deemed to be zero. This Section shall remain effective with respect to such
Lender until (x) the Obligations under this Agreement shall have been declared
or shall have become immediately due and payable, (y) the non-Defaulting
Lenders, Agent, and Borrower shall have waived such Defaulting Lender's default
in writing, or (z) the Defaulting Lender makes its Pro Rata Share of the
applicable Advance and pays to Agent all amounts owing by Defaulting Lender in
respect thereof. The operation of this Section shall not be construed to
increase or otherwise affect the Commitment of any Lender, to relieve or excuse
the performance by such Defaulting Lender or any other Lender of its duties and
obligations hereunder, or to relieve or excuse the performance by Borrower of
its duties and obligations hereunder to Agent or to the Lenders other than such
Defaulting Lender. Any such failure to fund by any Defaulting Lender shall
constitute a material breach by such Defaulting Lender of this Agreement and
shall entitle Borrower at its option, upon written notice to Agent, to arrange
for a substitute Lender to assume the Commitment of such Defaulting Lender, such
substitute Lender to be acceptable to Agent. In connection with the arrangement
of such a substitute Lender, the Defaulting Lender shall have no right to refuse
to be replaced hereunder, and agrees to execute and deliver a completed form of
Assignment and Acceptance in favor of the substitute Lender (and agrees that it
shall be deemed to have executed and delivered such document if it fails to do
so) subject only to being repaid its share of the outstanding Obligations (other
than Bank Product Obligations, but including an assumption of its Pro Rata Share
of the Risk Participation Liability) without any premium or penalty of any kind
whatsoever; provided, however, that any such assumption of the Commitment of
such Defaulting Lender shall not be deemed to constitute a waiver of any of the
Lender Groups' or Borrower's rights or remedies against any such Defaulting
Lender arising out of or in relation to such failure to fund.

            (d)   MAKING OF SWING LOANS.

                  (i) In the event Agent shall elect, with the consent of Swing
Lender, as a Lender, to have the terms of this Section 2.3(d) apply to a
requested Borrowing as described in Section 2.3(b), Swing Lender as a Lender
shall make such Advance in the amount of such Borrowing (any such Advance made
solely by Swing Lender as a Lender pursuant to this Section 2.3(d) being
referred to as a "Swing Loan" and such Advances being referred to collectively
as "Swing Loans") available to Borrower on the Funding Date applicable thereto
by transferring immediately available funds to Borrower's Designated Account.
Each Swing Loan shall be deemed to be an Advance hereunder and shall be subject
to all the terms and conditions applicable to other Advances, except that no
such

                                       43
<PAGE>

Swing Loan shall be eligible to be a LIBOR Rate Loan and all payments on any
Swing Loan shall be payable to Swing Lender as a Lender solely for its own
account (and for the account of the holder of any participation interest with
respect to such Swing Loan). Subject to the provisions of Section 2.3(i), Agent
shall not request Swing Lender as a Lender to make, and Swing Lender as a Lender
shall not make, any Swing Loan if Agent has actual knowledge that (i) one or
more of the applicable conditions precedent set forth in Section 3 will not be
satisfied on the requested Funding Date for the applicable Borrowing unless such
condition has been waived, or (ii) the requested Borrowing would exceed the
Availability on such Funding Date. Swing Lender as a Lender shall not otherwise
be required to determine whether the applicable conditions precedent set forth
in Section 3 have been satisfied on the Funding Date applicable thereto prior to
making, in its sole discretion, any Swing Loan.

                  (ii) The Swing Loans shall be secured by the Agent's Liens,
constitute Obligations hereunder, and bear interest at the rate applicable from
time to time to Advances that are Base Rate Loans.

            (e)   AGENT ADVANCES.

                  (i) Agent hereby is authorized by Borrower and the Lenders,
from time to time in Agent's sole discretion, (1) after the occurrence and
during the continuance of a Default or an Event of Default, or (2) at any time
that any of the other applicable conditions precedent set forth in Section 3
have not been satisfied, to make Advances to Borrower on behalf of the Lenders
that Agent, in its Permitted Discretion deems necessary or desirable (A) to
preserve or protect the Collateral, or any portion thereof, (B) to enhance the
likelihood of repayment of the Obligations (other than the Bank Product
Obligations), or (C) to pay any other amount chargeable to Borrower pursuant to
the terms of this Agreement, including Lender Group Expenses and the costs,
fees, and expenses described in Section 10 (any of the Advances described in
this Section 2.3(e) shall be referred to as "Agent Advances") provided, however,
that notwithstanding anything to the contrary contained in this Section 2.3(e),
the aggregate principal amount of Agent Advances outstanding at any time, when
taken together with the aggregate principal amount of Overadvances made in
accordance with Section 2.3(i) hereof outstanding at such time, shall not exceed
an amount equal to the lesser of (x) 10% of the Borrowing Base then in effect
and (y) $3,000,000. Each Agent Advance shall be deemed to be an Advance
hereunder, except that no such Agent Advance shall be eligible to be a LIBOR
Rate Loan and all payments thereon shall be payable to Agent solely for its own
account.

                  (ii) The Agent Advances shall be repayable on demand, secured
by the Agent's Liens granted to Agent under the Loan Documents, constitute
Obligations hereunder, and bear interest at the rate applicable from time to
time to Advances that are Base Rate Loans.

            (f)   SETTLEMENT. It is agreed that each Lender's funded portion of
the Advances is intended by the Lenders to equal, at all times, such Lender's
Pro Rata Share of the outstanding Advances. Such agreement notwithstanding,
Agent, Swing Lender, and the

                                       44
<PAGE>

other Lenders agree (which agreement shall not be for the benefit of or
enforceable by Borrower) that in order to facilitate the administration of this
Agreement and the other Loan Documents, settlement among them as to the
Advances, the Swing Loans, and the Agent Advances shall take place on a periodic
basis in accordance with the following provisions:

                  (i) Agent shall request settlement ("Settlement") with the
Lenders on a weekly basis, or on a more frequent basis if so determined by
Agent, (1) on behalf of Swing Lender, with respect to each outstanding Swing
Loan, (2) for itself, with respect to each Agent Advance, and (3) with respect
to Borrower's or its Subsidiaries' Collections received, as to each by notifying
the Lenders by telecopy, telephone, or other similar form of transmission, of
such requested Settlement, no later than 2:00 p.m. (California time) on the
Business Day immediately prior to the date of such requested Settlement (the
date of such requested Settlement being the "Settlement Date"). Such notice of a
Settlement Date shall include a summary statement of the amount of outstanding
Advances, Swing Loans, and Agent Advances for the period since the prior
Settlement Date. Subject to the terms and conditions contained herein (including
Section 2.3(c)(iii)): (y) if a Lender's balance of the Advances (including Swing
Loans and Agent Advances) exceeds such Lender's Pro Rata Share of the Advances
(including Swing Loans and Agent Advances) as of a Settlement Date, then Agent
shall, by no later than 12:00 p.m. (California time) on the Settlement Date,
transfer in immediately available funds to a Deposit Account of such Lender (as
such Lender may designate), an amount such that each such Lender shall, upon
receipt of such amount, have as of the Settlement Date, its Pro Rata Share of
the Advances (including Swing Loans and Agent Advances), and (z) if a Lender's
balance of the Advances (including Swing Loans and Agent Advances) is less than
such Lender's Pro Rata Share of the Advances (including Swing Loans and Agent
Advances) as of a Settlement Date, such Lender shall no later than 12:00 p.m.
(California time) on the Settlement Date transfer in immediately available funds
to the Agent's Account, an amount such that each such Lender shall, upon
transfer of such amount, have as of the Settlement Date, its Pro Rata Share of
the Advances (including Swing Loans and Agent Advances). Such amounts made
available to Agent under clause (z) of the immediately preceding sentence shall
be applied against the amounts of the applicable Swing Loans or Agent Advances
and, together with the portion of such Swing Loans or Agent Advances
representing Swing Lender's Pro Rata Share thereof, shall constitute Advances of
such Lenders. If any such amount is not made available to Agent by any Lender on
the Settlement Date applicable thereto to the extent required by the terms
hereof, Agent shall be entitled to recover for its account such amount on demand
from such Lender together with interest thereon at the Defaulting Lender Rate.

                  (ii) In determining whether a Lender's balance of the
Advances, Swing Loans, and Agent Advances is less than, equal to, or greater
than such Lender's Pro Rata Share of the Advances, Swing Loans, and Agent
Advances as of a Settlement Date, Agent shall, as part of the relevant
Settlement, apply to such balance the portion of payments actually received in
good funds by Agent with respect to principal, interest, fees payable by
Borrower and allocable to the Lenders hereunder, and proceeds of Collateral. To
the extent that a net amount is owed to any such Lender after such application,
such net amount shall be distributed by Agent to that Lender as part of such
next Settlement.

                                       45
<PAGE>

                  (iii) Between Settlement Dates, Agent, to the extent no Agent
Advances or Swing Loans are outstanding, may pay over to Swing Lender any
payments received by Agent, that in accordance with the terms of this Agreement
would be applied to the reduction of the Advances, for application to Swing
Lender's Pro Rata Share of the Advances. If, as of any Settlement Date,
Collections of Borrower or its Subsidiaries received since the then immediately
preceding Settlement Date have been applied to Swing Lender's Pro Rata Share of
the Advances other than to Swing Loans, as provided for in the previous
sentence, Swing Lender shall pay to Agent for the accounts of the Lenders, and
Agent shall pay to the Lenders, to be applied to the outstanding Advances of
such Lenders, an amount such that each Lender shall, upon receipt of such
amount, have, as of such Settlement Date, its Pro Rata Share of the Advances.
During the period between Settlement Dates, Swing Lender with respect to Swing
Loans, Agent with respect to Agent Advances, and each Lender (subject to the
effect of agreements between Agent and individual Lenders) with respect to the
Advances other than Swing Loans and Agent Advances, shall be entitled to
interest at the applicable rate or rates payable under this Agreement on the
daily amount of funds employed by Swing Lender, Agent, or the Lenders, as
applicable.

            (g)   NOTATION. Agent shall record on its books the principal amount
of the Advances (or portion of the Term Loan, as applicable) owing to each
Lender, including the Swing Loans owing to Swing Lender, and Agent Advances
owing to Agent, and the interests therein of each Lender, from time to time and
such records shall, absent manifest error, conclusively be presumed to be
correct and accurate. In addition, each Lender is authorized, at such Lender's
option, to note the date and amount of each payment or prepayment of principal
of such Lender's Advances (or portion of the Term Loan, as applicable) in its
books and records, including computer records.

            (h)   LENDERS' FAILURE TO PERFORM. All Advances (other than Swing
Loans and Agent Advances) shall be made by the Lenders contemporaneously and in
accordance with their Pro Rata Shares. It is understood that (i) no Lender shall
be responsible for any failure by any other Lender to perform its obligation to
make any Advance (or other extension of credit) hereunder, nor shall any
Commitment of any Lender be increased or decreased as a result of any failure by
any other Lender to perform its obligations hereunder, and (ii) no failure by
any Lender to perform its obligations hereunder shall excuse any other Lender
from its obligations hereunder.

            (i)   OPTIONAL OVERADVANCES. Any contrary provision of this
Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender,
as applicable, and Agent or Swing Lender, as applicable, may, but is not
obligated to, knowingly and intentionally, continue to make Advances (including
Swing Loans) to Borrower notwithstanding that an Overadvance exists or thereby
would be created, so long as (i) the aggregate principal amount of Overadvances
made pursuant to this Section 2.3(i) when taken together with the aggregate
principal amount of Agent Advances made pursuant to Section 2.3(e) does not
exceed at any time an amount equal to the lesser of (x) 10% of the Borrowing
Base then in effect, and (y) $3,000,000, (ii) after giving effect to such
Advances, the outstanding Revolver Usage (except for and excluding amounts
charged to the Loan Account

                                       46
<PAGE>

for interest, fees, or Lender Group Expenses) does not exceed the Maximum
Revolver Amount, and (iii) at the time of the making of any such Advance, Agent
does not believe, in good faith, that the Overadvance created by such Advance
will be outstanding for more than 90 days. The foregoing provisions are for the
exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended
to benefit Borrower in any way. The Advances and Swing Loans, as applicable,
that are made pursuant to this Section 2.3(i) shall be subject to the same terms
and conditions as any other Advance or Swing Loan, as applicable, except that
they shall not be eligible for the LIBOR Option and the rate of interest
applicable thereto shall be the rate applicable to Advances that are Base Rate
Loans under Section 2.6(c) hereof without regard to the presence or absence of a
Default or Event of Default.

                        (A)   In the event Agent obtains actual knowledge that
the Revolver Usage exceeds the amounts permitted by the preceding paragraph,
regardless of the amount of, or reason for, such excess, Agent shall notify the
Lenders as soon as practicable (and prior to making any (or any additional)
intentional Overadvances (except for and excluding amounts charged to the Loan
Account for interest, fees, or Lender Group Expenses) unless Agent determines
that prior notice would result in imminent harm to the Collateral or its value),
and the Lenders with Revolver Commitments thereupon shall, together with Agent,
jointly determine the terms of arrangements that shall be implemented with
Borrower intended to reduce, within a reasonable time, the outstanding principal
amount of the Advances to Borrower to an amount permitted by the preceding
paragraph. In the event Agent or any Lender disagrees over the terms of
reduction or repayment of any Overadvance, the terms of reduction or repayment
thereof shall be implemented according to the determination of the Required
Lenders.

                        (B)   Each Lender with a Revolver Commitment shall be
obligated to settle with Agent as provided in Section 2.3(f) for the amount of
such Lender's Pro Rata Share of any unintentional Overadvances by Agent reported
to such Lender, any intentional Overadvances made as permitted under this
Section 2.3(i), and any Overadvances resulting from the charging to the Loan
Account of interest, fees, or Lender Group Expenses.

      2.4   PAYMENTS.

            (a)   PAYMENTS BY BORROWER.

                  (i) Except as otherwise expressly provided herein, all
payments by Borrower shall be made to Agent's Account for the account of the
Lender Group and shall be made in immediately available funds, no later than
11:00 a.m. (California time) on the date specified herein. Any payment received
by Agent later than 11:00 a.m. (California time) shall be deemed to have been
received on the following Business Day and any applicable interest or fee shall
continue to accrue until such following Business Day.

                  (ii) Unless Agent receives notice from Borrower prior to the
date on which any payment is due to the Lenders that Borrower will not make such
payment in full as and when required, Agent may assume that Borrower has made
(or will make) such payment in full to Agent on such date in immediately
available funds and Agent may (but

                                       47
<PAGE>

shall not be so required), in reliance upon such assumption, distribute to each
Lender on such due date an amount equal to the amount then due such Lender. If
and to the extent Borrower does not make such payment in full to Agent on the
date when due, each Lender severally shall repay to Agent on demand such amount
distributed to such Lender, together with interest thereon at the Defaulting
Lender Rate for each day from the date such amount is distributed to such Lender
until the date repaid.

            (b)   APPORTIONMENT AND APPLICATION.

                  (i) Except as otherwise provided with respect to Defaulting
Lenders and except as otherwise provided in the Loan Documents (including
agreements between Agent and individual Lenders), aggregate principal and
interest payments shall be apportioned ratably among the Lenders (according to
the unpaid principal balance of the Obligations to which such payments relate
held by each Lender) and payments of fees and expenses (other than fees or
expenses that are for Agent's separate account, after giving effect to any
agreements between Agent and individual Lenders) shall be apportioned ratably
among the Lenders having a Pro Rata Share of the type of Commitment or
Obligation to which a particular fee relates. All payments shall be remitted to
Agent and all such payments, and all proceeds of Collateral received by Agent,
shall be applied as follows:

                        (A)   first, to pay any Lender Group Expenses then due
to Agent under the Loan Documents, until paid in full,

                        (B)   second, to pay any Lender Group Expenses then due
to the Lenders under the Loan Documents, on a ratable basis, until paid in full,

                        (C)   third, to pay any fees then due to Agent (for its
separate account, after giving effect to any agreements between Agent and
individual Lenders) under the Loan Documents until paid in full,

                        (D)   fourth, to pay any fees then due to any or all of
the Lenders (after giving effect to any agreements between Agent and individual
Lenders) under the Loan Documents, on a ratable basis, until paid in full,

                        (E)   fifth, to pay interest due in respect of all Agent
Advances until paid in full,

                        (F)   sixth, ratably to pay interest due in respect of
the Advances (other than Agent Advances), the Swing Loans, and the Term Loan
until paid in full,

                        (G)   seventh, to pay the principal of all Agent
Advances until paid in full,

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<PAGE>

                        (H)   eighth ratably to pay all principal amounts then
due and payable (other than as a result of an acceleration thereof) with respect
to the Term Loan until paid in full,

                        (I)   ninth, to pay the principal of all Swing Loans
until paid in full,

                        (J)   tenth, so long as no Event of Default has occurred
and is continuing, and at Agent's election (which election Agent agrees will not
be made if an Overadvance would be created thereby), to pay amounts then due and
owing by Borrower or its Subsidiaries in respect of Bank Products until paid in
full,

                        (K)   eleventh, so long as no Event of Default has
occurred and is continuing, to pay the principal of all Advances until paid in
full,

                        (L)   twelfth, if an Event of Default has occurred and
is continuing, ratably (i) to pay the principal of all Advances and the
outstanding balance of the Term Loan until paid in full, (ii) to Agent, to be
held by Agent, for the ratable benefit of Issuing Lender and those Lenders
having a Revolver Commitment, as cash collateral in an amount up to 105% of the
Letter of Credit Usage until paid in full, and (iii) to Agent, to be held by
Agent, for the benefit of the Bank Product Providers, as cash collateral in an
amount up to the amount of the Bank Product Reserve established prior to the
occurrence of, and not in contemplation of, the subject Event of Default until
Borrower's and its Subsidiaries' obligations in respect of Bank Products have
been paid in full or the cash collateral amount has been exhausted;

                        (M)   thirteenth, if an Event of Default has occurred
and is continuing, to pay any other Obligations (including the provision of
amounts to Agent, to be held by Agent, for the benefit of the Bank Product
Providers, as cash collateral in an amount up to the amount determined by Agent
in its Permitted Discretion as the amount necessary to secure Borrower's and its
Subsidiaries' obligations in respect of Bank Products) until paid in full, and

                        (N)   fourteenth, to Borrower (to be wired to the
Designated Account) or such other Person entitled thereto under applicable law.

                  (ii) Agent promptly shall distribute to each Lender, pursuant
to the applicable wire instructions received from each Lender in writing, such
funds as it may be entitled to receive, subject to a Settlement delay as
provided in Section 2.3(f).

                  (iii) In each instance, so long as no Event of Default has
occurred and is continuing, this Section 2.4(b) shall not apply to any payment
made by Borrower to Agent and specified by Borrower to be for the payment of
specific Obligations then due and payable (or prepayable) under any provision of
this Agreement.

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<PAGE>

                  (iv) For purposes of the foregoing, "paid in full" means
payment of all amounts owing under the Loan Documents according to the terms
thereof, including loan fees, service fees, professional fees, interest (and
specifically including interest accrued after the commencement of any Insolvency
Proceeding), default interest, interest on interest, and expense reimbursements,
whether or not any of the foregoing would be or is allowed or disallowed in
whole or in part in any Insolvency Proceeding.

                  (v) In the event of a direct conflict between the priority
provisions of this Section 2.4 and other provisions contained in any other Loan
Document, it is the intention of the parties hereto that such priority
provisions in such documents shall be read together and construed, to the
fullest extent possible, to be in concert with each other. In the event of any
actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms
and provisions of this Section 2.4 shall control and govern.

            (c)   MANDATORY PREPAYMENTS.

                  (i) Immediately upon any voluntary or involuntary sale or
disposition by Parent or any of its Subsidiaries of property or assets (other
than sales or dispositions which qualify as Permitted Dispositions under clauses
(a), (b), (c), (d), (e), (f), (g), (h), (k), (l), (m), (n) and (p) of the
definition of Permitted Dispositions), Borrower shall prepay the outstanding
Obligations in accordance with clause (d) below in an amount equal to 100% of
the Net Cash Proceeds received by such Person in connection with such sales or
dispositions to the extent that the aggregate amount of Net Cash Proceeds
received by Parent and its Subsidiaries (and not paid to Agent as a prepayment
of the Obligations) for all such sales or dispositions shall exceed $250,000 in
any fiscal year. Nothing contained in this subclause (i) shall permit Parent or
any of its Subsidiaries to sell or otherwise dispose of any property or assets
other than in accordance with Section 7.4.

                  (ii) Immediately upon the receipt by Parent or any of its
Subsidiaries of any Extraordinary Receipts, Borrower shall prepay the
outstanding Obligations in accordance with clause (d) below in an amount equal
to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred
in collecting such Extraordinary Receipts.

                  (iii) Immediately upon the issuance or incurrence by Parent or
any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to
in clauses (a) through (l), inclusive, of Section 7.1), or the sale or issuance
by Parent or any of its Subsidiaries of any shares of its Stock (other than (A)
the amount of equity contributed to Parent and then to Borrower by Parent to the
extent used to complete a Permitted Equity Acquisition, or (B) the sale or
issuance by Parent of shares of its Stock to its employees or directors having a
value, at the time of issuance, of less than $500,000), Borrower shall prepay
the outstanding principal of the Obligations in accordance with clause (d) in an
amount equal to 100% of the Net Cash Proceeds received by Parent or its
Subsidiaries in connection with such sale, issuance, or incurrence; provided,
however, that (x) if the Leverage Ratio as at the end of the most recently
completed fiscal quarter of Parent is less

                                       50
<PAGE>

than 3:25:1:00 at the time of receipt of any proceeds from the sale or issuance
of any shares of Parent's or its Subsidiaries' Stock of the issuance or
incurrence by Parent or any of its Subsidiaries of any Indebtedness (other than
Indebtedness referred to in clauses (a) through (l), inclusive, of Section 7.1),
then Borrower shall only be required to use 50% of such proceeds to prepay the
Obligations. The provisions of this subsection (iii) shall not be deemed to be
implied consent to any such sale, issuance, or incurrence otherwise prohibited
by the terms and conditions of this Agreement.

            (d)   APPLICATION OF PAYMENTS.

                  (i) Each prepayment pursuant to subclause (c)(ii) above
(except with respect to insurance proceeds and condemnation awards related to a
casualty or loss of Collateral) or pursuant to subclause (c)(iii) above shall,
(A) so long as no Event of Default shall have occurred and be continuing, be
applied to the outstanding principal amount of the Term Loan, until paid in
full, and (B) if an Event of Default shall have occurred and be continuing, be
applied in the manner set forth in Section 2.4(b)(i).

                  (ii) Each prepayment pursuant to subclause (c)(i) above or
pursuant to subclause (c)(ii) above (with respect to insurance proceeds and
condemnation awards related to a casualty or loss of Collateral) shall, (A) so
long as no Event of Default shall have occurred and be continuing, be applied as
follows:

            (1) if the proceeds are from any sale or disposition of any Accounts
            or Inventory or any insurance policy or condemnation award with
            respect to Inventory, such proceeds shall be applied, first, to the
            outstanding principal amount of the Advances, until paid in full,
            and second, to the outstanding principal amount of the Term Loan,
            until paid in full;

            (2) subject to clause (3) below, if the proceeds are from the sale
            or disposition of any other assets or any insurance policy or
            condemnation award not described in clause (1) above, such proceeds
            shall be applied, solely, to the outstanding principal amount of the
            Term Loan, until paid in full; provided, however, that, except
            during the continuance of a Default or an Event of Default, such
            proceeds shall not be required to be so applied to the extent that
            such proceeds are used to replace, repair, or restore the properties
            or assets in respect of which such proceeds were paid if (i) the
            amount of proceeds received in respect of such sales, dispositions,
            insurance policies, or condemnation awards are less than $1,000,000
            in the aggregate at any one time, (ii) Borrower delivers a
            certificate to Agent within 10 days after such sale or 30 days after
            the date of such loss, destruction, or taking, as the case may be,
            stating that such proceeds shall be used to replace, repair, or
            restore such properties or assets within a period specified in such
            certificate not to exceed the earlier of (x) 180 days after the
            receipt of such proceeds and (y) the Maturity Date (which
            certificate shall set forth estimates of the proceeds to be so
            expended), and (iii) such proceeds are immediately deposited in a
            Deposit

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<PAGE>

            Account subject to a Control Agreement in favor of Agent. If all or
            any portion of such proceeds not so applied to the prepayment of the
            Obligations in accordance with this clause (2) are not used in
            accordance with the preceding sentence within the period specified
            in the relevant certificate furnished pursuant hereto, such
            remaining portion shall be applied to the Obligations in accordance
            with this clause (2) on the last day of such specified period; and

            (3) if the proceeds are from a sale or disposition of all or
            substantially all of the assets or Stock of any Person, which sale
            or disposition includes both Accounts or Inventory and other assets,
            such proceeds shall be applied as follows: (x) an amount equal to
            the net book value of such Accounts and Inventory (determined at the
            time of such sale or disposition or event resulting in such
            insurance proceeds), shall be applied first, to the outstanding
            principal amount of the Advances, until paid in full, and (y) the
            remaining proceeds shall be applied, solely, to the outstanding
            principal amount of the Term Loan, until paid in full; and

            (4) if an Event of Default shall have occurred and be continuing, be
            applied in the manner set forth in Section 2.4(b)(i).

      2.5   OVERADVANCES. If, at any time or for any reason, the amount of
Obligations (other than Bank Product Obligations) owed by Borrower to the Lender
Group pursuant to Section 2.1 or Section 2.12 is greater than any of the
limitations set forth in Section 2.1 or Section 2.12, as applicable (an
"Overadvance"), Borrower immediately shall pay to Agent, in cash, the amount of
such excess, which amount shall be used by Agent to reduce the Obligations in
accordance with the priorities set forth in Section 2.4(b). In addition,
Borrower hereby promises to pay the Obligations (including principal, interest,
fees, costs, and expenses) in Dollars in full as and when due and payable under
the terms of this Agreement and the other Loan Documents.

      2.6   INTEREST RATES AND LETTER OF CREDIT FEE: RATES, PAYMENTS, AND
CALCULATIONS.

            (a)   INTEREST RATES. Except as provided in clause (c) below, all
Obligations (except for undrawn Letters of Credit and except for Bank Product
Obligations) that have been charged to the Loan Account pursuant to the terms
hereof shall bear interest on the Daily Balance thereof as follows (i) if the
relevant Obligation is a LIBOR Rate Loan, at a per annum rate equal to the LIBOR
Rate plus the LIBOR Rate Margin, and (ii) otherwise, at a per annum rate equal
to the Base Rate plus the Base Rate Margin.

            (b)   LETTER OF CREDIT FEE. Borrower shall pay Agent (for the
ratable benefit of the Lenders with a Revolver Commitment, subject to any
agreements between Agent and individual Lenders), a Letter of Credit fee (in
addition to the charges, commissions, fees, and costs set forth in Section
2.12(e)) which shall accrue at a rate equal to

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<PAGE>

the Letter of Credit Fee per annum times the Daily Balance of the undrawn amount
of all outstanding Letters of Credit.

            (c)   DEFAULT RATE. Upon the occurrence and during the continuation
of an Event of Default (and at the election of Agent or the Required Lenders),

                  (i) all Obligations (except for undrawn Letters of Credit and
except for Bank Product Obligations) that have been charged to the Loan Account
pursuant to the terms hereof shall bear interest on the Daily Balance thereof at
a per annum rate equal to 2 percentage points above the per annum rate otherwise
applicable hereunder, and

                  (ii) the Letter of Credit Fee provided for above shall be
increased to 2 percentage points above the per annum rate otherwise applicable
hereunder.

            (d)   PAYMENT. Except as provided to the contrary in Section 2.11 or
Section 2.13(a), interest, Letter of Credit Fees, and all other fees payable
hereunder shall be due and payable, in arrears, on the first day of each month
at any time that Obligations or Commitments are outstanding. Borrower hereby
authorizes Agent, from time to time without prior notice to Borrower, to charge
all interest and fees (when due and payable), all Lender Group Expenses (as and
when incurred), all charges, commissions, fees, and costs provided for in
Section 2.12(e) (as and when accrued or incurred), all fees and costs provided
for in Section 2.11 (as and when accrued or incurred), and all other payments as
and when due and payable under any Loan Document (including the amounts due and
payable with respect to the Term Loan and including any amounts due and payable
to the Bank Product Providers in respect of Bank Products up to the amount of
the Bank Product Reserve) to Borrower's Loan Account, which amounts thereafter
shall constitute Advances hereunder and shall accrue interest at the rate then
applicable to Advances hereunder. Any interest not paid when due shall be
compounded by being charged to Borrower's Loan Account and shall thereafter
constitute Advances hereunder and shall accrue interest at the rate then
applicable to Advances that are Base Rate Loans hereunder.

            (e)   COMPUTATION. All interest and fees chargeable under the Loan
Documents shall be computed on the basis of a 360 day year for the actual number
of days elapsed. In the event the Base Rate is changed from time to time
hereafter, the rates of interest hereunder based upon the Base Rate
automatically and immediately shall be increased or decreased by an amount equal
to such change in the Base Rate.

            (f)   INTENT TO LIMIT CHARGES TO MAXIMUM LAWFUL RATE. In no event
shall the interest rate or rates payable under this Agreement, plus any other
amounts paid in connection herewith, exceed the highest rate permissible under
any law that a court of competent jurisdiction shall, in a final determination,
deem applicable. Borrower and the Lender Group, in executing and delivering this
Agreement, intend legally to agree upon the rate or rates of interest and manner
of payment stated within it; provided, however, that, anything contained herein
to the contrary notwithstanding, if said rate or rates of interest or manner of
payment exceeds the maximum allowable under applicable law, then, ipso facto, as
of the date of this Agreement, Borrower is and shall be liable only for the
payment of such

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<PAGE>

maximum as allowed by law, and payment received from Borrower in excess of such
legal maximum, whenever received, shall be applied to reduce the principal
balance of the Obligations to the extent of such excess.

      2.7   CASH MANAGEMENT.

            (a)   Borrower shall and shall cause each of its Subsidiaries to (i)
establish and maintain a concentration account or accounts in the name of Agent
unless such account is a concentration account maintained with Bank of America,
N.A. or unless otherwise agreed to by Agent (each, a "Concentration Account") on
terms reasonably satisfactory to Agent at one or more of the banks set forth on
Schedule 2.7(a) (each, a "Concentration Account Bank"), (ii) cause each of the
Collection Account Banks to forward payment, on a daily basis, of the amounts in
the Collection Accounts directly to the Concentration Accounts, and (iii)
deposit or cause to be deposited promptly, and in any event no later than the
first Business Day after the date of receipt thereof, all of their Collections
(including those sent directly by their Account Debtors to Borrower or one of
its Subsidiaries) into a Concentration Account or Collection Account.

            (b)   As to those deposit accounts of Borrower and its Subsidiaries
that Agent, in its discretion, determines should be subject to this subsection,
Borrower shall and shall cause each of its Subsidiaries to (i) establish and
maintain a collection account or accounts in the name of Agent unless otherwise
agreed to by Agent (each, a "Collection Account") on terms satisfactory to Agent
at one or more of the banks set forth on Schedule 2.7(b) (each, a "Collection
Account Bank"), (ii) request in writing and otherwise take such reasonable steps
to ensure that all of its and its Subsidiaries' Account Debtors forward payment
of the amounts owed by them directly to such Collection Account, and (iii) cause
each of the Collection Account Banks to forward payment, on a daily basis, of
the amounts in the applicable Collection Account directly to one of the
Concentration Accounts. Anything to contrary in this Section 2.7(b)
notwithstanding, Agent agrees that the Collection Accounts listed on Schedule
2.7(b) as of the Closing Date need not be in the name of Agent.

            (c)   Borrower shall, and shall cause each Subsidiary that receives
Collections through credit card charges to, establish and maintain Credit Card
Agreements with Agent and each Credit Card Processor. Each such Credit Card
Agreement shall provide, among other things, that each such Credit Card
Processor shall transfer all proceeds of credit card charges for sales by
Borrower or such Subsidiary, as applicable, received by it (or other amounts
payable by such Credit Card Processor) into a Concentration Account on a daily
basis. Neither Borrower nor any Subsidiary may change any direction or
designation set forth in the Credit Card Agreements regarding payment of charges
without the prior written consent of Agent, and neither Borrower nor any
Subsidiary shall cause the proceeds of credit card charges to be transferred to
any Deposit Account other than the Concentration Account.

            (d)   Within 5 Business Days of the Closing Date, each Concentration
Account Bank and, within 90 days of the Closing Date, each Collection Account
Bank (other

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<PAGE>

than for those Collection Accounts set forth on Schedule 3.2(d)) shall establish
and maintain Cash Management Agreements with Agent, in form and substance
acceptable to Agent. Each such Cash Management Agreement shall provide, among
other things, that (i) the applicable Cash Management Bank will comply with any
instructions originated by Agent directing the disposition of the funds in such
Cash Management Account without further consent by Borrower or its Subsidiaries,
as applicable, and (ii) the Cash Management Bank has no rights of setoff or
recoupment or any other claim against the applicable Cash Management Account
other than for payment of its service fees and other charges directly related to
the administration of such Cash Management Account and for returned checks or
other items of payment.

            (e)   So long as no Default or Event of Default has occurred and is
continuing, Borrower may amend Schedule 2.7(a) and Schedule 2.7(b) to add or
replace a bank or account; provided, however, that (i) such prospective bank
shall be reasonably satisfactory to Agent, and (ii) prior to the time of the
opening of such account, Borrower or its Subsidiary, as applicable, and such
prospective bank shall have executed and delivered to Agent the kind of
agreements required under clause (a), (b), (c), or (d) above, as applicable.
Borrower or its Subsidiaries, as applicable shall close any of its accounts (and
establish replacement accounts in accordance with the foregoing sentence)
promptly and in any event within 30 days of notice from Agent that the
creditworthiness of any bank is no longer acceptable in Agent's reasonable
judgment, or as promptly as practicable and in any event within 60 days of
notice from Agent that the operating performance, funds transfer, or
availability procedures or performance of the bank with respect to accounts or
Agent's liability under any Cash Management Agreement with such bank is no
longer acceptable in Agent's reasonable judgment.

            (f)   The Cash Management Accounts shall be cash collateral accounts
subject to Control Agreements and the Cash Management Agreements shall provide
that from and after the date that the applicable Cash Management Bank receives
written notification from Agent, it immediately will forward by daily sweep all
amounts in the applicable Cash Management Account to the Agent's Account.
Anything contained herein into the contrary notwithstanding, Agent agrees that
it shall not provide the above-described notice to any Cash Management Bank
unless and until an Event of Default has occurred and is continuing. Once an
Event of Default has occurred and is continuing, Agent shall be free to exercise
its right to issue such notice and the subsequent elimination of the subject
Event of Default shall not eliminate the effectiveness of such notice.

      2.8   CREDITING PAYMENTS. The receipt of any payment item by Agent
(whether from transfers to Agent by the Cash Management Banks pursuant to the
Cash Management Agreements or otherwise) shall not be considered a payment on
account unless such payment item is a wire transfer of immediately available
federal funds made to the Agent's Account or unless and until such payment item
is honored when presented for payment. Should any payment item not be honored
when presented for payment, then Borrower shall be deemed not to have made such
payment and interest shall be calculated accordingly. Anything to the contrary
contained herein notwithstanding, any payment item shall be deemed received by

                                       55
<PAGE>

Agent only if it is received into the Agent's Account on a Business Day on or
before 11:00 a.m. (California time). If any payment item is received into the
Agent's Account on a non-Business Day or after 11:00 a.m. (California time) on a
Business Day, it shall be deemed to have been received by Agent as of the
opening of business on the immediately following Business Day.

      2.9   DESIGNATED ACCOUNT. Agent is authorized to make the Advances and the
Term Loan, and Issuing Lender is authorized to issue the Letters of Credit,
under this Agreement based upon telephonic or other instructions received from
anyone purporting to be an Authorized Person or, without instructions, if
pursuant to Section 2.6(d). Borrower agrees to establish and maintain the
Designated Account with the Designated Account Bank for the purpose of receiving
the proceeds of the Advances requested by Borrower and made by Agent or the
Lenders hereunder. Unless otherwise agreed by Agent and Borrower, any Advance,
Agent Advance, or Swing Loan requested by Borrower and made by Agent or the
Lenders hereunder shall be made to the Designated Account.

      2.10  MAINTENANCE OF LOAN ACCOUNT; STATEMENTS OF OBLIGATIONS. Agent shall
maintain an account on its books in the name of Borrower (the "Loan Account") on
which Borrower will be charged with the Term Loan, all Advances (including Agent
Advances and Swing Loans) made by Agent, Swing Lender, or the Lenders to
Borrower or for Borrower's account, the Letters of Credit issued by Issuing
Lender for Borrower's account, and with all other payment Obligations hereunder
or under the other Loan Documents (except for Bank Product Obligations),
including, accrued interest, fees and expenses, and Lender Group Expenses. In
accordance with Section 2.8, the Loan Account will be credited with all payments
received by Agent from Borrower or for Borrower's account, including all amounts
received in the Agent's Account from any Cash Management Bank. Agent shall
render statements regarding the Loan Account to Borrower, including principal,
interest, fees, and including an itemization of all charges and expenses
constituting Lender Group Expenses owing, and such statements, absent manifest
error, shall be conclusively presumed to be correct and accurate and constitute
an account stated between Borrower and the Lender Group unless, within 30 days
after receipt thereof by Borrower, Borrower shall deliver to Agent written
objection thereto describing the error or errors contained in any such
statements.

      2.11  FEES. Borrower shall pay to Agent the following fees and charges,
which fees and charges shall be non-refundable when paid (irrespective of
whether this Agreement is terminated thereafter):

            (a)   UNUSED LINE FEE. On the first day of each month during the
term of this Agreement, an unused line fee in an amount equal to the Unused Line
Fee per annum times the result of (i) the Maximum Revolver Amount, less (ii) the
sum of (A) the average Daily Balance of Advances that were outstanding during
the immediately preceding month, plus (B) the average Daily Balance of the
Letter of Credit Usage during the immediately preceding month, which shall be
apportioned to those Lenders with a Revolver Commitment in accordance with their
Pro Rata Shares,

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<PAGE>

            (b)   FEE LETTER FEES. As and when due and payable under the terms
of the Fee Letter, the fees set forth in the Fee Letter, the GE Fee Letter and
the Vectra Fee Letter, and

            (c)   AUDIT, APPRAISAL, AND VALUATION CHARGES. Audit, appraisal, and
valuation fees and charges as follows (i) a fee of $850 per day, per auditor,
plus out-of-pocket expenses for each financial audit of Parent or its
Subsidiaries performed by personnel employed by Agent, (ii) [intentionally
omitted], (iii) [intentionally omitted], and (iv) the actual charges paid or
incurred by Agent if it elects to employ the services of one or more third
Persons to perform financial audits of Parent or its Subsidiaries. The foregoing
notwithstanding, so long as no Default or Event of Default has occurred and is
continuing, Borrower shall not be required to pay or reimburse for more than 4
audits per year and more than $20,000 in fees and charges per each audit.

      2.12  LETTERS OF CREDIT.

            (a)   Subject to the terms and conditions of this Agreement, the
Issuing Lender agrees to issue letters of credit for the account of Borrower
(each, an "L/C") or to purchase participations or execute indemnities or
reimbursement obligations (each such undertaking, an "L/C Undertaking") with
respect to letters of credit issued by an Underlying Issuer (as of the Closing
Date, the prospective Underlying Issuer is to be Wells Fargo) for the account of
Borrower. Each request for the issuance of a Letter of Credit, or the amendment,
renewal, or extension of any outstanding Letter of Credit, shall be made in
writing by an Authorized Person and delivered to the Issuing Lender and Agent
via hand delivery, telefacsimile, or other electronic method of transmission
reasonably in advance of the requested date of issuance, amendment, renewal, or
extension. Each such request shall be in form and substance satisfactory to the
Issuing Lender in its Permitted Discretion and shall specify (i) the amount of
such Letter of Credit, (ii) the date of issuance, amendment, renewal, or
extension of such Letter of Credit, (iii) the expiration date of such Letter of
Credit, (iv) the name and address of the beneficiary thereof (or the beneficiary
of the Underlying Letter of Credit, as applicable), and (v) such other
information (including, in the case of an amendment, renewal, or extension,
identification of the outstanding Letter of Credit to be so amended, renewed, or
extended) as shall be necessary to prepare, amend, renew, or extend such Letter
of Credit. If requested by the Issuing Lender, Borrower also shall be an
applicant under the application with respect to any Underlying Letter of Credit
that is to be the subject of an L/C Undertaking. The Issuing Lender shall have
no obligation to issue a Letter of Credit if any of the following would result
after giving effect to the issuance of such requested Letter of Credit:

                  (i) the Letter of Credit Usage would exceed the Borrowing Base
less the outstanding amount of Advances, or

                  (ii) the Letter of Credit Usage would exceed $15,000,000, or

                  (iii) the Letter of Credit Usage would exceed the Maximum
Revolver Amount less the outstanding amount Advances.

                                       57
<PAGE>

            Borrower and the Lender Group acknowledge and agree that certain
Underlying Letters of Credit may be issued to support letters of credit that
already are outstanding as of the Closing Date. Each Letter of Credit (and
corresponding Underlying Letter of Credit) shall be in form and substance
acceptable to the Issuing Lender (in the exercise of its Permitted Discretion),
including the requirement that the amounts payable thereunder must be payable in
Dollars. If Issuing Lender is obligated to advance funds under a Letter of
Credit, Borrower immediately shall reimburse such L/C Disbursement to Issuing
Lender by paying to Agent an amount equal to such L/C Disbursement not later
than 11:00 a.m., California time, on the date that such L/C Disbursement is
made, if Borrower shall have received written or telephonic notice of such L/C
Disbursement prior to 10:00 a.m., California time, on such date, or, if such
notice has not been received by Borrower prior to such time on such date, then
not later than 11:00 a.m., California time, on the Business Day that Borrower
receives such notice, if such notice is received prior to 10:00 a.m., California
time, on the date of receipt, and, in the absence of such reimbursement, the L/C
Disbursement immediately and automatically shall be deemed to be an Advance
hereunder and, thereafter, shall bear interest at the rate then applicable to
Advances that are Base Rate Loans under Section 2.6. To the extent an L/C
Disbursement is deemed to be an Advance hereunder, Borrower's obligation to
reimburse such L/C Disbursement shall be discharged and replaced by the
resulting Advance. Promptly following receipt by Agent of any payment from
Borrower pursuant to this paragraph, Agent shall distribute such payment to the
Issuing Lender or, to the extent that Lenders have made payments pursuant to
Section 2.12(c) to reimburse the Issuing Lender, then to such Lenders and the
Issuing Lender as their interests may appear.

            (b)   Promptly following receipt of a notice of L/C Disbursement
pursuant to Section 2.12(a), each Lender with a Revolver Commitment agrees to
fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing
subsection on the same terms and conditions as if Borrower had requested such
Advance and Agent shall promptly pay to Issuing Lender the amounts so received
by it from the Lenders. By the issuance of a Letter of Credit (or an amendment
to a Letter of Credit increasing the amount thereof) and without any further
action on the part of the Issuing Lender or the Lenders with Revolver
Commitments, the Issuing Lender shall be deemed to have granted to each Lender
with a Revolver Commitment, and each Lender with a Revolver Commitment shall be
deemed to have purchased, a participation in each Letter of Credit, in an amount
equal to its Pro Rata Share of the Risk Participation Liability of such Letter
of Credit, and each such Lender agrees to pay to Agent, for the account of the
Issuing Lender, such Lender's Pro Rata Share of any payments made by the Issuing
Lender under such Letter of Credit. In consideration and in furtherance of the
foregoing, each Lender with a Revolver Commitment hereby absolutely and
unconditionally agrees to pay to Agent, for the account of the Issuing Lender,
such Lender's Pro Rata Share of each L/C Disbursement made by the Issuing Lender
and not reimbursed by Borrower on the date due as provided in clause (a) of this
Section, or of any reimbursement payment required to be refunded to Borrower for
any reason. Each Lender with a Revolver Commitment acknowledges and agrees that
its obligation to deliver to Agent, for the account of the Issuing Lender, an
amount equal to its respective Pro Rata Share of each L/C Disbursement made by
the Issuing Lender pursuant to this Section 2.12(b)

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<PAGE>

shall be absolute and unconditional and such remittance shall be made
notwithstanding the occurrence or continuation of an Event of Default or Default
or the failure to satisfy any condition set forth in Section 3 hereof. If any
such Lender fails to make available to Agent the amount of such Lender's Pro
Rata Share of each L/C Disbursement made by the Issuing Lender in respect of
such Letter of Credit as provided in this Section, such Lender shall be deemed
to be a Defaulting Lender and Agent (for the account of the Issuing Lender)
shall be entitled to recover such amount on demand from such Lender together
with interest thereon at the Defaulting Lender Rate until paid in full.

            (c)   Borrower hereby agrees to indemnify, save, defend, and hold
the Lender Group harmless from any loss, cost, expense, or liability, and
reasonable attorneys fees incurred by the Lender Group arising out of or in
connection with any Letter of Credit; provided, however, that Borrower shall not
be obligated hereunder to indemnify for any loss, cost, expense, or liability to
the extent that it is caused by the gross negligence or willful misconduct of
the Issuing Lender or any other member of the Lender Group. Borrower agrees to
be bound by the Underlying Issuer's regulations and interpretations of any
Underlying Letter of Credit or by Issuing Lender's interpretations of any L/C
issued by Issuing Lender to or for Borrower's account, even though this
interpretation may be different from Borrower's own, and Borrower understands
and agrees that the Lender Group shall not be liable for any error, negligence,
or mistake, whether of omission or commission, in following Borrower's
instructions or those contained in the Letter of Credit or any modifications,
amendments, or supplements thereto. Borrower understands that the L/C
Undertakings may require Issuing Lender to indemnify the Underlying Issuer for
certain costs or liabilities arising out of claims by Borrower against such
Underlying Issuer. Borrower hereby agrees to indemnify, save, defend, and hold
the Lender Group harmless with respect to any loss, cost, expense (including
reasonable attorneys fees), or liability incurred by the Lender Group under any
L/C Undertaking as a result of the Lender Group's indemnification of any
Underlying Issuer; provided, however, that Borrower shall not be obligated
hereunder to indemnify for any loss, cost, expense, or liability to the extent
that it is caused by the gross negligence or willful misconduct of the Issuing
Lender or any other member of the Lender Group. Borrower hereby acknowledges and
agrees that neither the Lender Group nor the Issuing Lender shall be responsible
for delays, errors, or omissions resulting from the malfunction of equipment in
connection with any Letter of Credit.

            (d)   Borrower hereby authorizes and directs any Underlying Issuer
to deliver to the Issuing Lender all instruments, documents, and other writings
and property received by such Underlying Issuer pursuant to such Underlying
Letter of Credit and to accept and rely upon the Issuing Lender's instructions
with respect to all matters arising in connection with such Underlying Letter of
Credit and the related application.

            (e)   Any and all charges, commissions, fees, and costs incurred by
the Issuing Lender relating to Underlying Letters of Credit shall be Lender
Group Expenses for purposes of this Agreement and immediately shall be
reimbursable by Borrower to Agent for the account of the Issuing Lender; it
being acknowledged and agreed by Borrower that, as of the Closing Date, the
issuance charge imposed by the prospective Underlying Issuer is .825%

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per annum times the face amount of each Underlying Letter of Credit, that such
issuance charge may be changed from time to time, and that the Underlying Issuer
also imposes a schedule of charges for amendments, extensions, drawings, and
renewals.

            (f)   If by reason of (i) any change after the Closing Date in any
applicable law, treaty, rule, or regulation or any change in the interpretation
or application thereof by any Governmental Authority, or (ii) compliance by the
Underlying Issuer or the Lender Group with any direction, request, or
requirement (irrespective of whether having the force of law) of any
Governmental Authority or monetary authority including, Regulation D of the
Federal Reserve Board as from time to time in effect (and any successor
thereto):

                  (i) any reserve, deposit, or similar requirement is or shall
be imposed or modified in respect of any Letter of Credit issued hereunder, or

                  (ii) there shall be imposed on the Underlying Issuer or the
Lender Group any other condition regarding any Underlying Letter of Credit or
any Letter of Credit issued pursuant hereto,

and the result of the foregoing is to increase, directly or indirectly, the cost
to the Lender Group of issuing, making, guaranteeing, or maintaining any Letter
of Credit or to reduce the amount receivable in respect thereof by the Lender
Group, then, and in any such case, Agent may, at any time within a reasonable
period after the additional cost is incurred or the amount received is reduced,
notify Borrower, and Borrower shall pay on demand such amounts as Agent may
specify to be necessary to compensate the Lender Group for such additional cost
or reduced receipt, together with interest on such amount from the date of such
demand until payment in full thereof at the rate then applicable to Base Rate
Loans hereunder. The determination by Agent of any amount due pursuant to this
Section, as set forth in a certificate setting forth the calculation thereof in
reasonable detail, shall, in the absence of manifest or demonstrable error, be
final and conclusive and binding on all of the parties hereto.

      2.13  LIBOR OPTION.

            (a)   INTEREST AND INTEREST PAYMENT DATES. In lieu of having
interest charged at the rate based upon the Base Rate, Borrower shall have the
option (the "LIBOR Option") to have interest on all or a portion of the Advances
or the Term Loan be charged at a rate of interest based upon the LIBOR Rate.
Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last
day of the Interest Period applicable thereto, (ii) the occurrence of an Event
of Default in consequence of which the Required Lenders or Agent on behalf
thereof have elected to accelerate the maturity of all or any portion of the
Obligations, or (iii) termination of this Agreement pursuant to the terms
hereof. On the last day of each applicable Interest Period, unless Borrower
properly has exercised the LIBOR Option with respect thereto, the interest rate
applicable to such LIBOR Rate Loan automatically shall convert to the rate of
interest then applicable to Base Rate Loans of the same type hereunder. At any
time that an Event of Default has occurred and is continuing, Borrower no longer
shall have the option to request that Advances or the Term Loan bear

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interest at a rate based upon the LIBOR Rate and Agent shall have the right to
convert the interest rate on all outstanding LIBOR Rate Loans to the rate then
applicable to Base Rate Loans hereunder.

            (b)   LIBOR ELECTION.

                  (i) Borrower may, at any time and from time to time, so long
as no Event of Default has occurred and is continuing, elect to exercise the
LIBOR Option by notifying Agent prior to 11:00 a.m. (California time) at least 3
Business Days prior to the commencement of the proposed Interest Period (the
"LIBOR Deadline"). Notice of Borrower's election of the LIBOR Option for a
permitted portion of the Advances or the Term Loan and an Interest Period
pursuant to this Section shall be made by delivery to Agent of a LIBOR Notice
received by Agent before the LIBOR Deadline, or by telephonic notice received by
Agent before the LIBOR Deadline (to be confirmed by delivery to Agent of a LIBOR
Notice received by Agent prior to 5:00 p.m. (California time) on the same day).
Promptly upon its receipt of each such LIBOR Notice, Agent shall provide a copy
thereof to each of the Lenders having a Revolver Commitment.

                  (ii) Each LIBOR Notice shall be irrevocable and binding on
Borrower. In connection with each LIBOR Rate Loan, Borrower shall indemnify,
defend, and hold Agent and the Lenders harmless against any loss, cost, or
expense incurred by Agent or any Lender as a result of (a) the payment of any
principal of any LIBOR Rate 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 LIBOR Rate Loan other than on the last day of the Interest
Period applicable thereto, or (c) the failure to borrow, convert, continue or
prepay any LIBOR Rate Loan on the date specified in any LIBOR Notice delivered
pursuant hereto (such losses, costs, and expenses, collectively, "Funding
Losses"). Funding Losses shall, with respect to Agent or any Lender, be deemed
to equal the amount determined by Agent or such Lender to be the excess, if any,
of (i) the amount of interest that would have accrued on the principal amount of
such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would
have been applicable thereto, 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 therefor), minus (ii) the amount of interest that would accrue
on such principal amount for such period at the interest rate which Agent or
such Lender would be offered were it to be offered, at the commencement of such
period, Dollar deposits of a comparable amount and period in the London
interbank market. A certificate of Agent or a Lender delivered to Borrower
setting forth any amount or amounts that Agent or such Lender is entitled to
receive pursuant to this Section 2.13 shall be conclusive absent manifest error.

                  (iii) Borrower shall have not more than 7 LIBOR Rate Loans in
effect at any given time. Borrower only may exercise the LIBOR Option for LIBOR
Rate Loans of at least $500,000 and integral multiples of $100,000 in excess
thereof.

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            (c)   PREPAYMENTS. Borrower may prepay LIBOR Rate Loans at any time;
provided, however, that in the event that LIBOR Rate Loans are prepaid on any
date that is not the last day of the Interest Period applicable thereto,
including as a result of any automatic prepayment through the required
application by Agent of proceeds of Borrower's and its Subsidiaries' Collections
in accordance with Section 2.4(b) or for any other reason, including early
termination of the term of this Agreement or acceleration of all or any portion
of the Obligations pursuant to the terms hereof, Borrower shall indemnify,
defend, and hold Agent and the Lenders and their Participants harmless against
any and all Funding Losses in accordance with clause (b)(ii) above.

            (d)   SPECIAL PROVISIONS APPLICABLE TO LIBOR RATE.

                  (i) The LIBOR Rate may be adjusted by Agent with respect to
any Lender on a prospective basis to take into account any additional or
increased costs to such Lender of maintaining or obtaining any eurodollar
deposits or increased costs, in each case, due to changes in applicable law
occurring subsequent to the commencement of the then applicable Interest Period,
including changes in tax laws (except changes of general applicability in
corporate income tax laws) and changes in the reserve requirements imposed by
the Board of Governors of the Federal Reserve System (or any successor),
excluding the Reserve Percentage, which additional or increased costs would
increase the cost of funding loans bearing interest at the LIBOR Rate. In any
such event, the affected Lender shall give Borrower and Agent notice of such a
determination and adjustment and Agent promptly shall transmit the notice to
each other Lender and, upon its receipt of the notice from the affected Lender,
Borrower may, by notice to such affected Lender (y) require such Lender to
furnish to Borrower a statement setting forth the basis for adjusting such LIBOR
Rate and the method for determining the amount of such adjustment, or (z) repay
the LIBOR Rate Loans with respect to which such adjustment is made (together
with any amounts due under clause (b)(ii) above).

                  (ii) In the event that any change in market conditions or any
law, regulation, treaty, or directive, or any change therein or in the
interpretation of application thereof, shall at any time after the date hereof,
in the reasonable opinion of any Lender, make it unlawful or impractical for
such Lender to fund or maintain LIBOR Advances or to continue such funding or
maintaining, or to determine or charge interest rates at the LIBOR Rate, such
Lender shall give notice of such changed circumstances to Agent and Borrower and
Agent promptly shall transmit the notice to each other Lender and (y) in the
case of any LIBOR Rate Loans of such Lender that are outstanding, the date
specified in such Lender's notice shall be deemed to be the last day of the
Interest Period of such LIBOR Rate Loans, and interest upon the LIBOR Rate Loans
of such Lender thereafter shall accrue interest at the rate then applicable to
Base Rate Loans, and (z) Borrower shall not be entitled to elect the LIBOR
Option until such Lender determines that it would no longer be unlawful or
impractical to do so.

            (e)   NO REQUIREMENT OF MATCHED FUNDING. Anything to the contrary
contained herein notwithstanding, neither Agent, nor any Lender, nor any of
their

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Participants, is required actually to acquire eurodollar deposits to fund or
otherwise match fund any Obligation as to which interest accrues at the LIBOR
Rate. The provisions of this Section shall apply as if each Lender or its
Participants had match funded any Obligation as to which interest is accruing at
the LIBOR Rate by acquiring eurodollar deposits for each Interest Period in the
amount of the LIBOR Rate Loans.

      2.14  CAPITAL REQUIREMENTS. If, after the date hereof, any Lender
determines that (i) the adoption of or change in any law, rule, regulation or
guideline regarding capital requirements for banks or bank holding companies, or
any change in the interpretation or application thereof by any Governmental
Authority charged with the administration thereof, or (ii) compliance by such
Lender or its parent bank holding company with any guideline, request, or
directive of any such entity regarding capital adequacy (whether or not having
the force of law), has the effect of reducing the return on such Lender's or
such holding company's capital as a consequence of such Lender's Commitments
hereunder to a level below that which such Lender or such holding company could
have achieved but for such adoption, change, or compliance (taking into
consideration such Lender's or such holding company's then existing policies
with respect to capital adequacy and assuming the full utilization of such
entity's capital) by any amount deemed by such Lender to be material, then such
Lender may notify Borrower and Agent thereof. Following receipt of such notice,
Borrower agrees to pay such Lender on demand the amount of such reduction of
return of capital as and when such reduction is determined, payable within 90
days after presentation by such Lender of a statement in the amount and setting
forth in reasonable detail such Lender's calculation thereof and the assumptions
upon which such calculation was based (which statement shall be deemed true and
correct absent manifest error). In determining such amount, such Lender may use
any reasonable averaging and attribution methods.

3.    CONDITIONS; TERM OF AGREEMENT.

      3.1   CONDITIONS PRECEDENT TO THE INITIAL EXTENSION OF CREDIT. The
obligation of each Lender to make its initial extension of credit provided for
hereunder, is subject to the fulfillment, to the satisfaction of Agent and each
Lender (the making of such initial extension of credit by a Lender being
conclusively deemed to be its satisfaction or waiver of the following), of each
of the following conditions precedent:

            (a)   the Closing Date shall occur on or before April 14, 2004;

            (b)   Agent shall have received a Filing Authorization Letter, duly
executed by Borrower and each Guarantor, together with appropriate financing
statements duly filed in such office or offices as may be necessary or, in the
opinion of Agent, desirable to perfect the Agent's Liens in and to the
Collateral, and Agent shall have received searches reflecting the filing of all
such financing statements;

            (c)   Agent shall have received each of the following documents, in
form and substance satisfactory to Agent, duly executed, and each such document
shall be in full force and effect:

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                  (i) the Cash Management Agreements,

                  (ii) the Control Agreements,

                  (iii) the Copyright Security Agreement,

                  (iv) the Credit Card Agreements,

                  (v) the Estoppel Agreement,

                  (vi) the Fee Letter,

                  (vii) the Funds Flow Agreement,

                  (viii) the GE Fee Letter

                  (ix) the Guarantor Security Agreement,

                  (x) the Guaranty,

                  (xi) the Intercompany Subordination Agreement,

                  (xii) the Mortgages,

                  (xiii) the Existing Lender Group Assignments, together with
assignment statements and other documentation evidencing the assignment by
Existing Lender Group of its Liens in and to the properties and assets of
Borrower and its Subsidiaries,

                  (xiv) the SunTrust Resignation Letter,

                  (xv)  the Stock Pledge Agreement, together with all
certificates representing the shares of Stock pledged thereunder, as well as
Stock powers with respect thereto endorsed in blank,

                  (xvi) the Trademark Security Agreement, and

                  (xvii) the Vectra Fee Letter;

            (d)   Agent shall have received a certificate from the Secretary of
Borrower (i) attesting to the resolutions of Borrower's Board of Directors
authorizing its execution, delivery, and performance of this Agreement and the
other Loan Documents to which Borrower is a party, (ii) authorizing specific
officers of Borrower to execute the same, and (iii) attesting to the incumbency
and signatures of such specific officers of Borrower;

            (e)   Agent shall have received copies of Borrower's Governing
Documents, as amended, modified, or supplemented to the Closing Date, certified
by the Secretary of Borrower;

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<PAGE>

            (f)   Agent shall have received a certificate of status with respect
to Borrower, dated within 10 days of the Closing Date, such certificate to be
issued by the appropriate officer of the jurisdiction of organization of
Borrower, which certificate shall indicate that Borrower is in good standing in
such jurisdiction;

            (g)   Agent shall have received certificates of status with respect
to Borrower, each dated within 30 days of the Closing Date, such certificates to
be issued by the appropriate officer of the jurisdictions (other than the
jurisdiction of organization of Borrower) in which its failure to be duly
qualified or licensed would constitute a Material Adverse Change, which
certificates shall indicate that Borrower is in good standing in such
jurisdictions;

            (h)   Agent shall have received a certificate from the Secretary of
each Guarantor (i) attesting to the resolutions of such Guarantor's Board of
Directors authorizing its execution, delivery, and performance of the Loan
Documents to which such Guarantor is a party, (ii) authorizing specific officers
of such Guarantor to execute the same and (iii) attesting to the incumbency and
signatures of such specific officers of Guarantor;

            (i)   Agent shall have received copies of each Guarantor's Governing
Documents, as amended, modified, or supplemented to the Closing Date, certified
by the Secretary of such Guarantor;

            (j)   Agent shall have received a certificate of status with respect
to each Guarantor, dated within 10 days of the Closing Date, such certificate to
be issued by the appropriate officer of the jurisdiction of organization of such
Guarantor, which certificate shall indicate that such Guarantor is in good
standing in such jurisdiction;

            (k)   Agent shall have received certificates of status with respect
to each Guarantor, each dated within 30 days of the Closing Date, such
certificates to be issued by the appropriate officer of the jurisdictions (other
than the jurisdiction of organization of such Guarantor) in which its failure to
be duly qualified or licensed would constitute a Material Adverse Change, which
certificates shall indicate that such Guarantor is in good standing in such
jurisdictions;

            (l)   Agent shall have received a certificate of insurance, together
with the endorsements thereto, as are required by Section 6.8, the form and
substance of which shall be satisfactory to Agent;

            (m)   Agent shall have received Collateral Access Agreements with
respect to the following locations: 1260 Sycamore Road, Manteno, IL 60950;6100
East Sheila Street, City of Commerce, CA 90040; and 2233 Maxwell Avenue,
Newport, MN 55055;

            (n)   Agent shall have received an opinion of Borrower's and each
Guarantor's counsel in form and substance satisfactory to Agent;

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<PAGE>

            (o)   Agent shall have received a certificate of the secretary of
Parent, in form and substance satisfactory to Agent, that all tax returns
required to be filed by Parent and its Subsidiaries have been timely filed and
all taxes upon Parent and its Subsidiaries or their properties, assets, income,
and franchises (including Real Property taxes, sales taxes, and payroll taxes)
have been paid prior to delinquency, except such taxes that are the subject of a
Permitted Protest;

            (p)   Borrower shall have the Required Availability after giving
effect to the initial extensions of credit hereunder and the payment of all fees
and expenses required to be paid by Borrower on the Closing Date under this
Agreement or the other Loan Documents;

            (q)   Agent shall have completed its business, legal, and collateral
due diligence, including a collateral audit and review of Borrower's and its
Subsidiaries books and records and verification of Borrower's representations
and warranties to the Lender Group, the results of which shall be satisfactory
to Agent;

            (r)   Agent shall have received completed reference checks with
respect to Borrower's senior management, the results of which are satisfactory
to Agent in its sole discretion;

            (s)   Agent shall have received Borrower's Closing Date Business
Plan;

            (t)   Borrower shall have paid all Lender Group Expenses incurred in
connection with the transactions evidenced by this Agreement;

            (u)   Agent shall have received copies of each of (a) the High Yield
Note Documents, (b) the Management Agreement, together with a certificate of the
Secretary of Borrower certifying each such document as being a true, correct,
and complete copy thereof;

            (v)   Agent shall have reviewed and approved the terms and
conditions of the High Yield Note Documents, including the subordination
provisions and terms thereof;

            (w)   Borrower shall have provided Agent with sufficient evidence to
demonstrate that the offering of the Notes described in the Indenture has
closed;

            (x)   Borrower and each of its Subsidiaries shall have received all
licenses, approvals or evidence of other actions required by any Governmental
Authority in connection with the execution and delivery by Borrower or its
Subsidiaries of the Loan Documents or with the consummation of the transactions
contemplated thereby;

            (y)   Borrower shall have caused Vicorp Restaurants, Inc., a
Delaware corporation to be dissolved and Agent shall have received evidence of
such dissolution in form and substance satisfactory to Agent;

            (z)   Borrower shall have caused Midway to be merged into Borrower
and Agent shall have received a copy of a file stamped certificate of merger or
confirmation by

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<PAGE>

CSC or a representative thereof that a certificate of merger has been filed with
respect to the merger of Midway with and into Borrower, such file stamp to have
been made by the office of the jurisdiction of incorporation of Borrower;

            (aa)  Agent shall have received confirmation of the filing of UCC
termination statements, all in form and substance satisfactory to Agent,
evidencing the termination of the following Liens in and to the properties and
assets of Borrower, each in favor of General Electric Capital Business Asset
Funding Corporation: (1) financing statement number 20022047188, filed in
Colorado on May 3, 2002; (2) financing statement number 20022047189, filed in
Colorado on May 3, 2002; (3) financing statement number 20022053452, filed in
Colorado on May 20, 2002; (4) financing statement number 20022053453, filed in
Colorado on May 20, 2002; and (5) financing statement number 20023739367, filed
in Minnesota on April 16, 2002; and

            (bb)  all other documents and legal matters in connection with the
transactions contemplated by this Agreement shall have been delivered, executed,
or recorded and shall be in form and substance satisfactory to Agent.

      3.2   CONDITIONS SUBSEQUENT TO THE INITIAL EXTENSION OF CREDIT. The
obligation of the Lender Group (or any member thereof) to continue to make
Advances (or otherwise extend credit hereunder) is subject to the fulfillment,
on or before the date applicable thereto, of each of the conditions subsequent
set forth below (the failure by Borrower to so perform or cause to be performed
constituting an Event of Default):

            (a)   within 30 days of the Closing Date, deliver to Agent copies of
the policies of insurance, together with the endorsements thereto, as are
required by Section 6.8, the form and substance of which shall be satisfactory
to Agent and its counsel;

            (b)   within 30 days of the Closing Date, deliver to Agent a duly
executed Mortgage for each of the Real Properties owned by Borrower and listed
on Schedule 3.2(b);

            (c)   use commercially reasonable efforts to obtain recording
information for the mortgages previously granted by Borrower in favor of the
Existing Agent for each of the Real Properties listed on Schedule 3.2(c) and to
cause the title company to record the assignments thereof delivered by the
Existing Agent to Agent, and if Borrower is unable to obtain the recording
information on or before June 30, 2004, then Borrower shall execute and deliver
to Agent by no later than July 15, 2004, a Mortgage (granting a Lien in favor of
Agent) upon such Real Properties which such Mortgages will expressly provide
that if the Lien in favor of the Existing Agent has been recorded or is
thereafter recorded then Agent shall take such actions as may be reasonably
necessary to merge or consolidate the Liens;

            (d)   use commercially reasonable efforts, to cause each Collection
Account Bank to execute and deliver a Control Agreement for the Collection
Accounts listed on Schedule 3.2(d);

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<PAGE>

            (e)   on or before May 15, 2004, deliver to Agent Schedule A-1(b)
which such schedule shall set forth Adjusted EBITDA for Parent and its
Subsidiaries on a Fiscal Month by Fiscal Month basis for the 13 Fiscal Months
ended prior to the Closing Date and shall be in form and substance satisfactory
to Agent;

            (f)   within 15 days of the Closing Date, Agent shall have received
a Collateral Access Agreement with respect to 12865 Ann Street, Santa Fe
Springs, CA 90670;

            (g)   within 2 days of the Closing Date, Agent shall have received
evidence in form and satisfactory to Agent that the interest swap agreement with
Wells Fargo shall have been terminated and that all amounts owed to Wells Fargo
thereunder have been paid in full; and

            (h)   within 90 days of the Closing Date, Parent and its
Subsidiaries shall have closed their Deposit Accounts with Bank of America, N.A.
and established Deposit Accounts with another bank on terms and conditions
satisfactory to Agent and subject to Control Agreements in form and substance
satisfactory to Agent if Bank of America, N.A. has not executed and delivered an
acceptable Cash Management Agreement to Agent within 5 Business Days of the
Closing Date as required by Section 2.7.

      3.3   CONDITIONS PRECEDENT TO ALL EXTENSIONS OF CREDIT. The obligation of
the Lender Group (or any member thereof) to make any Advances hereunder at any
time (or to extend any other credit hereunder) shall be subject to the following
conditions precedent:

            (a)   the representations and warranties contained in this Agreement
and the other Loan Documents shall be true and correct in all material respects
on and as of the date of such extension of credit, as though made on and as of
such date (except to the extent that such representations and warranties relate
solely to an earlier date);

            (b)   no Default or Event of Default shall have occurred and be
continuing on the date of such extension of credit, nor shall either result from
the making thereof;

            (c)   no injunction, writ, restraining order, or other order of any
nature restricting or prohibiting, directly or indirectly, the extending of such
credit shall have been issued and remain in force by any Governmental Authority
against Borrower, Agent, any Lender, or any of their Affiliates; and

            (d)   no Material Adverse Change shall have occurred.

      3.4   TERM. This Agreement shall continue in full force and effect for a
term ending on April 14, 2009 (the "Maturity Date"). The foregoing
notwithstanding, the Lender Group, upon the election of the Required Lenders,
shall have the right to terminate its obligations under this Agreement
immediately and without notice upon the occurrence and during the continuation
of an Event of Default.

      3.5   EFFECT OF TERMINATION. On the date of termination of this Agreement,
all Obligations (including contingent reimbursement obligations of Borrower with
respect to outstanding Letters of Credit and including all Bank Product
Obligations) immediately shall

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become due and payable without notice or demand (including (a) either (i)
providing cash collateral to be held by Agent for the benefit of those Lenders
with a Revolver Commitment in an amount equal to 105% of the Letter of Credit
Usage, (ii) causing the original Letters of Credit to be returned to the Issuing
Lender, or (iii) causing an irrevocable letter of credit (in an amount equal to
105% of the Letter of Credit Usage and in form, substance, and by an issuer
satisfactory to Agent) to be issued and delivered to Agent, and (b) providing
cash collateral (in an amount determined by Agent as sufficient to satisfy the
reasonably estimated credit exposure) to be held by Agent for the benefit of the
Bank Product Providers with respect to the Bank Product Obligations). No
termination of this Agreement, however, shall relieve or discharge Parent or its
Subsidiaries of their duties, Obligations, or covenants hereunder or under any
other Loan Document and the Agent's Liens in the Collateral shall remain in
effect until all Obligations have been paid in full and the Lender Group's
obligations to provide additional credit hereunder have been terminated. When
this Agreement has been terminated and all of the Obligations have been paid in
full and the Lender Group's obligations to provide additional credit under the
Loan Documents have been terminated irrevocably, Agent will, at Borrower's sole
expense, execute and deliver any termination statements, lien releases, mortgage
releases, re-assignments of trademarks, discharges of security interests, and
other similar discharge or release documents (and, if applicable, in recordable
form) as are reasonably necessary to release, as of record, the Agent's Liens
and all notices of security interests and liens previously filed by Agent with
respect to the Obligations.

      3.6   EARLY TERMINATION BY BORROWER. Borrower has the option, at any time
upon 90 days prior written notice to Agent, to terminate this Agreement by
paying to Agent, in cash, the Obligations (including (a) either (i) providing
cash collateral to be held by Agent for the benefit of those Lenders with a
Revolver Commitment in an amount equal to 105% of the Letter of Credit Usage,
(ii) causing the original Letters of Credit to be returned to the Issuing
Lender, or (iii) causing an irrevocable letter of credit (in an amount equal to
105% of the Letter of Credit Usage and in form, substance, and by an issuer
satisfactory to Agent) to be issued and delivered to Agent, and (b) providing
cash collateral (in an amount determined by Agent as sufficient to satisfy the
reasonably estimated credit exposure) to be held by Agent for the benefit of the
Bank Product Providers with respect to the Bank Product Obligations), in full,
together with the Applicable Prepayment Premium (to be allocated based upon the
Pro Rata Shares of those Lenders with a Revolver Commitment). If Borrower has
sent a notice of termination pursuant to the provisions of this Section, then
the Commitments shall terminate and Borrower shall be obligated to repay the
Obligations (including (a) either (i) providing cash collateral to be held by
Agent for the benefit of those Lenders with a Revolver Commitment in an amount
equal to 105% of the Letter of Credit Usage, (ii) causing the original Letters
of Credit to be returned to the Issuing Lender, or (iii) causing an irrevocable
letter of credit (in an amount equal to 105% of the Letter of Credit Usage and
in form, substance, and by an issuer satisfactory to Agent) to be issued and
delivered to Agent and (b) providing cash collateral (in an amount determined by
Agent as sufficient to satisfy the reasonably estimated credit exposure) to be
held by Agent for the benefit of the Bank Product Providers with respect to the
Bank Product Obligations), in full, together with the Applicable Prepayment
Premium, on the date set forth as the date of

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termination of this Agreement in such notice. In the event of the termination of
this Agreement and repayment of the Obligations at any time prior to the
Maturity Date, for any other reason, including (a) termination upon the election
of the Required Lenders to terminate after the occurrence and during the
continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c)
sale of the Collateral in any Insolvency Proceeding, or (d) restructure,
reorganization, or compromise of the Obligations by the confirmation of a plan
of reorganization or any other plan of compromise, restructure, or arrangement
in any Insolvency Proceeding, then, in view of the impracticability and extreme
difficulty of ascertaining the actual amount of damages to the Lender Group or
profits lost by the Lender Group as a result of such early termination, and by
mutual agreement of the parties as to a reasonable estimation and calculation of
the lost profits or damages of the Lender Group, Borrower shall pay the
Applicable Prepayment Premium to Agent (to be allocated based upon the Pro Rata
Shares of those Lenders with a Revolver Commitment), measured as of the date of
such termination. The foregoing to the contrary notwithstanding, in the event
that Borrower repays the Obligations in full and terminates this Agreement
pursuant to the first sentence of this Section 3.6 and if (a) such repayment
occurs with the proceeds of a refinancing provided by Wells Fargo or WFF, or (b)
such repayment occurs after the third anniversary of the Closing Date and occurs
with the proceeds of (i) Parent's or Borrower's consummation of an underwritten
public equity offering, or (ii) the sale of all or substantially all of the
Stock of Borrower or all or substantially all of Borrower's and its
Subsidiaries' assets, in one or a series of related transactions, then the
Applicable Prepayment Premium shall be zero ($0).

4.    CREATION OF SECURITY INTEREST.

      4.1   GRANT OF SECURITY INTEREST. Borrower hereby grants to Agent, for the
benefit of the Lender Group and the Bank Product Providers, a continuing
security interest in all of its right, title, and interest in all currently
existing and hereafter acquired or arising Borrower Collateral in order to
secure prompt repayment of any and all of the Obligations in accordance with the
terms and conditions of the Loan Documents and in order to secure prompt
performance by Borrower of each of its covenants and duties under the Loan
Documents. The Agent's Liens in and to the Borrower Collateral shall attach to
all Borrower Collateral without further act on the part of Agent or Borrower.
Anything contained in this Agreement or any other Loan Document to the contrary
notwithstanding, except for Permitted Dispositions, Parent and its Subsidiaries
have no authority, express or implied, to dispose of any item or portion of the
Collateral.

      4.2   NEGOTIABLE COLLATERAL. In the event that any Borrower Collateral,
including proceeds, is evidenced by or consists of Negotiable Collateral, and if
and to the extent that Agent determines that perfection or priority of Agent's
security interest is dependent on or enhanced by possession, Borrower, promptly
upon the request of Agent, shall endorse and deliver physical possession of such
Negotiable Collateral to Agent.

      4.3   COLLECTION OF ACCOUNTS, GENERAL INTANGIBLES, AND NEGOTIABLE
COLLATERAL. At any time after the occurrence and during the continuation of an
Event of Default, Agent or

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Agent's designee may (a) notify Account Debtors of Borrower that Borrower's
Accounts, chattel paper, or General Intangibles have been assigned to Agent or
that Agent has a security interest therein, or (b) collect Borrower's Accounts,
chattel paper, or General Intangibles directly and charge the collection costs
and expenses to the Loan Account. Borrower agrees that it will hold in trust for
the Lender Group, as the Lender Group's trustee, any of its or its Subsidiaries'
Collections that it receives and immediately will deliver such Collections to
Agent or a Cash Management Bank in their original form as received by Borrower
or its Subsidiaries.

      4.4   FILING OF FINANCING STATEMENTS; COMMERCIAL TORT CLAIMS; DELIVERY OF
ADDITIONAL DOCUMENTATION REQUIRED.

            (a)   Borrower authorizes Agent to file any financing statement
necessary or desirable to effectuate the transactions contemplated by the Loan
Documents, and any continuation statement or amendment with respect thereto, in
any appropriate filing office without the signature of Borrower where permitted
by applicable law. Borrower hereby ratifies the filing of any financing
statement filed without the signature of Borrower prior to the date hereof.

            (b)   If Borrower or its Subsidiaries acquire any commercial tort
claims in an amount in excess of $500,000 after the date hereof, Borrower shall
promptly (but in any event within 30 Business Days of a senior or executive
officer of Borrower or any of its Subsidiaries having knowledge of such claim)
deliver to Agent a written description of such commercial tort claim and shall
deliver a written agreement, in form and substance reasonably satisfactory to
Agent in its Permitted Discretion, pursuant to which Borrower or its Subsidiary,
as applicable, shall grant a perfected security interest in all of its right,
title and interest in and to such commercial tort claim to Agent, as security
for the Obligations (a "Commercial Tort Claim Assignment").

            (c)   At any time upon the request of Agent, Borrower shall execute
or deliver to Agent, and shall cause its Subsidiaries to execute or deliver to
Agent, any and all financing statements, original financing statements in lieu
of continuation statements, amendments to financing statements, fixture filings,
security agreements, pledges, assignments, Commercial Tort Claim Assignments,
endorsements of certificates of title, and all other documents (collectively,
the "Additional Documents") that Agent may request in its Permitted Discretion,
in form and substance satisfactory to Agent, to create, perfect, and continue
perfected or to better perfect the Agent's Liens in the assets of Borrower and
its Subsidiaries (whether now owned or hereafter arising or acquired, tangible
or intangible, real or personal), to create and perfect Liens in favor of Agent
in any After Acquired Real Property, and in order to fully consummate all of the
transactions contemplated hereby and under the other Loan Documents. To the
maximum extent permitted by applicable law, Borrower authorizes Agent to execute
any such Additional Documents in Borrower's name and authorizes Agent in the
exercise of its Permitted Discretion to file such executed Additional Documents
in any appropriate filing office. In addition, on such periodic basis as Agent
shall require, Borrower shall (i) provide Agent with a report of all new
material

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patentable, copyrightable, or trademarkable materials acquired or generated by
Borrower or its Subsidiaries during the prior period, (ii) cause all material
patents, copyrights, and trademarks acquired or generated by Borrower or its
Subsidiaries that are not already the subject of a registration with the
appropriate filing office (or an application therefor diligently prosecuted) to
be registered with such appropriate filing office in a manner sufficient to
impart constructive notice of Borrower's or the applicable Subsidiary's
ownership thereof, and (iii) cause to be prepared, executed, and delivered to
Agent supplemental schedules to the applicable Loan Documents to identify such
patents, copyrights, and trademarks as being subject to the security interests
created thereunder; provided, however, that neither Borrower nor any of its
Subsidiaries shall register with the U.S. Copyright Office any unregistered
copyrights (whether in existence on the Closing Date or thereafter acquired,
arising, or developed) unless (i) Borrower provides Agent with written notice of
its intent to register such copyrights not less than 30 days prior to the date
of the proposed registration, and (ii) prior to such registration, the
applicable Person executes and delivers to Agent a copyright security agreement
in form and substance satisfactory to Agent, supplemental schedules to any
existing copyright security agreement, or such other documentation as Agent
reasonably deems necessary in order to perfect and continue perfected Agent's
Liens on such copyrights following such registration.

      4.5   POWER OF ATTORNEY. Borrower hereby irrevocably makes, constitutes,
and appoints Agent (and any of Agent's officers, employees, or agents designated
by Agent) as Borrower's true and lawful attorney, with power to (a) if Borrower
refuses to, or fails timely to execute and deliver any of the documents
described in Section 4.4, sign the name of Borrower on any of the documents
described in Section 4.4, (b) at any time that an Event of Default has occurred
and is continuing, sign Borrower's name on any invoice or bill of lading
relating to the Borrower Collateral, drafts against Account Debtors, or notices
to Account Debtors, (c) send requests for verification of Borrower's or its
Subsidiaries' Accounts, (d) endorse Borrower's name on any of its payment items
(including all of its Collections) that may come into the Lender Group's
possession, (e) at any time that an Event of Default has occurred and is
continuing, make, settle, and adjust all claims under Borrower's policies of
insurance and make all determinations and decisions with respect to such
policies of insurance, and (f) at any time that an Event of Default has occurred
and is continuing, settle and adjust disputes and claims respecting Borrower's
or its Subsidiaries' Accounts, chattel paper, or General Intangibles directly
with Account Debtors, for amounts and upon terms that Agent determines to be
reasonable, and Agent may cause to be executed and delivered any documents and
releases that Agent determines to be necessary. The appointment of Agent as
Borrower's attorney, and each and every one of its rights and powers, being
coupled with an interest, is irrevocable until all of the Obligations have been
fully and finally repaid and performed and the Lender Group's obligations to
extend credit hereunder are terminated.

      4.6   RIGHT TO INSPECT. Agent and each Lender (through any of their
respective officers, employees, or agents) shall have the right, from time to
time hereafter during normal business hours, or at any time following a Default
or Event of Default, to inspect the Books and make copies or abstracts thereof
and to check, test, and appraise the Collateral, or

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any portion thereof, in order to verify Borrower's and its Subsidiaries'
financial condition or the amount, quality, value, condition of, or any other
matter relating to, the Collateral; provided, however, that unless an Event of
Default has occurred and is continuing, (a) the costs of all such inspections
shall be limited by the provisions of Section 2.11(c), and (b) all inspections
by Lenders shall be completed in combination with Agent. Parent and its
Subsidiaries acknowledge and agree that Agent and Lenders are not required to
give any notice prior to any inspection, however, Agent and Lenders will
endeavor to notify Borrower not less than five (5) Business Days prior to an
inspection so long as a Default or Event of Default has not occurred. Parent and
its Subsidiaries further agree that neither Agent nor any Lender shall be liable
or responsible in any way or manner for failing to provide any such notice.

      4.7   CONTROL AGREEMENTS. Borrower agrees that it will and will cause its
Subsidiaries to take any or all reasonable steps in order for Agent to obtain
control in accordance with Sections 8-106, 9-104, 9-105, 9-106, and 9-107 of the
Code with respect to (subject to the proviso contained in Section 7.12) all of
its or their Securities Accounts, Deposit Accounts, electronic chattel paper,
Investment Property, and letter-of-credit rights. Upon the occurrence and during
the continuance of a Default or Event of Default, Agent may notify any bank or
securities intermediary to liquidate the applicable Deposit Account or
Securities Account or any related Investment Property maintained or held thereby
and remit the proceeds thereof to the Agent's Account.

5.    REPRESENTATIONS AND WARRANTIES.

            In order to induce the Lender Group to enter into this Agreement,
Parent and Borrower each makes the following representations and warranties to
the Lender Group which shall be true, correct, and complete, in all material
respects, as of the date hereof, and shall be true, correct, and complete, in
all material respects, as of the Closing Date, and at and as of the date of the
making of each Advance (or other extension of credit) made thereafter, as though
made on and as of the date of such Advance (or other extension of credit)
(except to the extent that such representations and warranties relate solely to
an earlier date) and such representations and warranties shall survive the
execution and delivery of this Agreement:

      5.1   NO ENCUMBRANCES. Parent and its Subsidiaries have good and
indefeasible title to, or a valid leasehold interest in, their personal property
assets and good and marketable title to, or a valid leasehold interest in, their
Real Property, in each case, free and clear of Liens except for Permitted Liens.

      5.2   [INTENTIONALLY OMITTED].

      5.3   [INTENTIONALLY OMITTED].

      5.4   EQUIPMENT. All of the Equipment of Parent and its Subsidiaries is
used or held for use in their business and is fit for such purposes, reasonable
wear and tear excepted.

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      5.5   LOCATION OF INVENTORY AND EQUIPMENT. The Inventory and Equipment of
Parent and its Subsidiaries are not stored with a bailee, warehouseman, or
similar party and are located only at, or in-transit between, the locations
identified on Schedule 5.5 (as such Schedule may be updated pursuant to Section
6.9).

      5.6   INVENTORY RECORDS. Borrower keeps correct and accurate records
itemizing and describing the type, quality, and quantity of its and its
Subsidiaries' Inventory and the book value thereof.

      5.7   STATE OF INCORPORATION; LOCATION OF CHIEF EXECUTIVE OFFICE;
ORGANIZATIONAL IDENTIFICATION NUMBER; COMMERCIAL TORT CLAIMS.

            (a)   The jurisdiction of organization of Parent and each of its
Subsidiaries is set forth on Schedule 5.7(a).

            (b)   The chief executive office of Parent and each of its
Subsidiaries is located at the address indicated on Schedule 5.7(b) (as such
Schedule may be updated pursuant to Section 6.9).

            (c)   Parent's and each of its Subsidiaries' organizational
identification numbers, if any, are identified on Schedule 5.7(c).

            (d)   As of the Closing Date, Parent and its Subsidiaries do not
hold any commercial tort claims, except as set forth on Schedule 5.7(d).

      5.8   DUE ORGANIZATION AND QUALIFICATION; SUBSIDIARIES.

            (a)   Borrower is duly organized and existing and in good standing
under the laws of the jurisdiction of its organization and qualified to do
business in any state where the failure to be so qualified reasonably could be
expected to result in a Material Adverse Change.

            (b)   Set forth on Schedule 5.8(b), is a complete and accurate
description of the authorized capital Stock of Borrower, by class, and, as of
the Closing Date, a description of the number of shares of each such class that
are issued and outstanding. Other than as described on Schedule 5.8(b), there
are no subscriptions, options, warrants, or calls relating to any shares of
Borrower's capital Stock, including any right of conversion or exchange under
any outstanding security or other instrument. Borrower is not subject to any
obligation (contingent or otherwise) to repurchase or otherwise acquire or
retire any shares of its capital Stock or any security convertible into or
exchangeable for any of its capital Stock.

            (c)   Set forth on Schedule 5.8(c), is a complete and accurate list
of Parent's direct and indirect Subsidiaries, showing: (i) the jurisdiction of
their organization, (ii) the number of shares of each class of common and
preferred Stock authorized for each of such Subsidiaries, and (iii) the number
and the percentage of the outstanding shares of each such

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class owned directly or indirectly by Parent. All of the outstanding capital
Stock of each such Subsidiary has been validly issued and is fully paid and
non-assessable.

            (d)   Except as set forth on Schedule 5.8(c), there are no
subscriptions, options, warrants, or calls relating to any shares of Parent's
Subsidiaries' capital Stock, including any right of conversion or exchange under
any outstanding security or other instrument. Neither Parent nor any of its
Subsidiaries is subject to any obligation (contingent or otherwise) to
repurchase or otherwise acquire or retire any shares of Parent's or Borrower's
Subsidiaries' capital Stock or any security convertible into or exchangeable for
any such capital Stock.

      5.9   DUE AUTHORIZATION; NO CONFLICT.

            (a)   The execution, delivery, and performance by Borrower of this
Agreement and the Loan Documents to which it is a party have been duly
authorized by all necessary action on the part of Borrower.

            (b)   The execution, delivery, and performance by Borrower of this
Agreement and the other Loan Documents to which it is a party do not and will
not (i) violate any provision of federal, state, or local law or regulation
applicable to Borrower, the Governing Documents of Borrower, or any order,
judgment, or decree of any court or other Governmental Authority binding on
Borrower, (ii) conflict with, result in a breach of, or constitute (with due
notice or lapse of time or both) a default under any material contractual
obligation of Borrower, (iii) conflict with, result in a breach of, or
constitute (with due notice or lapse of time or both) a default under any
contractual obligation of Borrower, which conflict, breach, or default could
reasonably be expected to result in a Material Adverse Change, (iv) result in or
require the creation or imposition of any Lien of any nature whatsoever upon any
properties or assets of Borrower, other than Permitted Liens, (v) require any
approval of Borrower's interestholders (except as have been obtained), or (vi)
require any approval or consent of any Person under any contractual obligation
of Borrower, other than consents or approvals that have been obtained and are
still in force and effect or which approval or consent if not obtained could not
reasonably be expected to result in a Material Adverse Change.

            (c)   Other than the filing of financing statements, the recordation
of the Mortgages, and the filing of appropriate recordations in the U.S. Patent
and Trademark Office and the U.S. Copyright Office with respect to copyrights
and trademarks to the extent required by federal law, the execution, delivery,
and performance by Borrower of this Agreement and the other Loan Documents to
which Borrower is a party do not and will not require any registration with,
consent, or approval of, or notice to, or other action with or by, any
Governmental Authority, other than consents or approvals that have been obtained
and that are still in force and effect.

            (d)   This Agreement and the other Loan Documents to which Borrower
is a party, and all other documents contemplated hereby and thereby, when
executed and delivered by Borrower will be the legally valid and binding
obligations of Borrower,

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enforceable against Borrower in accordance with their respective terms, except
as enforcement may be limited by equitable principles or by bankruptcy,
insolvency, reorganization, moratorium, or similar laws relating to or limiting
creditors' rights generally.

            (e)   The Agent's Liens are validly created, perfected, and first
priority Liens, subject only to Permitted Liens.

            (f)   The execution, delivery, and performance by each Guarantor of
the Loan Documents to which it is a party have been duly authorized by all
necessary action on the part of such Guarantor.

            (g)   The execution, delivery, and performance by each Guarantor of
the Loan Documents to which it is a party do not and will not (i) violate any
provision of federal, state, or local law or regulation applicable to such
Guarantor, the Governing Documents of such Guarantor, or any order, judgment, or
decree of any court or other Governmental Authority binding on such Guarantor,
(ii) conflict with, result in a breach of, or constitute (with due notice or
lapse of time or both) a default under any contractual obligation of such
Guarantor, which conflict, breach, or default could reasonably be expected to
result in a Material Adverse Change, (iv) result in or require the creation or
imposition of any Lien of any nature whatsoever upon any properties or assets of
such Guarantor, other than Permitted Liens, (v) require any approval of
Guarantor's interestholders (except as have been obtained), or (vi) require any
approval or consent of any Person under any contractual obligation of such
Guarantor, other than consents or approvals that have been obtained and are
still in force and effect or which approval or consent if not obtained could not
reasonably be expected to result in a Material Adverse Change.

            (h)   Other than the filing of financing statements and the
recordation of the Mortgages, the execution, delivery, and performance by each
Guarantor of the Loan Documents to which such Guarantor is a party do not and
will not require any registration with, consent, or approval of, or notice to,
or other action with or by, any Governmental Authority, other than consents or
approvals that have been obtained and that are still in force and effect.

            (i)   The Loan Documents to which each Guarantor is a party, and all
other documents contemplated hereby and thereby, when executed and delivered by
such Guarantor will be the legally valid and binding obligations of such
Guarantor, enforceable against such Guarantor in accordance with their
respective terms, except as enforcement may be limited by equitable principles
or by bankruptcy, insolvency, reorganization, moratorium, or similar laws
relating to or limiting creditors' rights generally.

      5.10  LITIGATION. Other than those matters disclosed on Schedule 5.10 and
other than matters arising after the Closing Date that reasonably could not be
expected to result in a Material Adverse Change, there are no actions, suits, or
proceedings pending or, to the best knowledge of Parent or Borrower, threatened
against Parent or any of its Subsidiaries.

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      5.11  NO MATERIAL ADVERSE CHANGE. All financial statements relating to
Parent and its Subsidiaries that have been delivered by Borrower to the Lender
Group have been prepared in accordance with GAAP (except, in the case of
unaudited financial statements, for the lack of footnotes and being subject to
year-end audit adjustments) and present fairly in all material respects,
Parent's and its Subsidiaries' condition as of the date thereof and results of
operations for the period then ended. There has not been a Material Adverse
Change with respect to Parent and its Subsidiaries since the date of the latest
financial statements submitted to Agent on or before the Closing Date.

      5.12  FRAUDULENT TRANSFER.

            (a)   Each of Parent and each of its Subsidiaries is Solvent.

            (b)   No transfer of property is being made by Parent or its
Subsidiaries and no obligation is being incurred by Parent or its Subsidiaries
in connection with the transactions contemplated by this Agreement or the other
Loan Documents with the intent to hinder, delay, or defraud either present or
future creditors of Parent or its Subsidiaries.

      5.13  EMPLOYEE BENEFITS. None of Parent, any of its Subsidiaries, or any
of their ERISA Affiliates maintains or contributes to any Benefit Plan.

      5.14  ENVIRONMENTAL CONDITION. Except as set forth on Schedule 5.14, (a)
to Parent's and Borrower's knowledge, none of Parent's or its Subsidiaries'
properties or assets has ever been used by Parent, its Subsidiaries, or by
previous owners or operators in the disposal of, or to produce, store, handle,
treat, release, or transport, any Hazardous Materials, where such use,
production, storage, handling, treatment, release or transport was in violation,
in any material respect, of any applicable Environmental Law, (b) to Parent's
and Borrower's knowledge, none of Parent's or its Subsidiaries' properties or
assets has ever been designated or identified in any manner pursuant to any
environmental protection statute as a Hazardous Materials disposal site, (c)
neither Parent nor any of its Subsidiaries has received notice that a Lien
arising under any Environmental Law has attached to any revenues or to any Real
Property owned or operated by Parent or its Subsidiaries, and (d) neither Parent
nor its Subsidiaries has received a summons, citation, notice, or directive from
the United States Environmental Protection Agency or any other federal or state
governmental agency concerning any action or omission by Parent or its
Subsidiaries resulting in the releasing or disposing of Hazardous Materials into
the environment.

      5.15  BROKERAGE FEES. Neither Parent nor any of its Subsidiaries has
utilized the services of any broker or finder in connection with Borrower's
obtaining financing from the Lender Group under this Agreement and no brokerage
commission or finders fee is payable by Parent or its Subsidiaries in connection
herewith.

      5.16  INTELLECTUAL PROPERTY. Parent and its Subsidiaries own, or hold
licenses in, all trademarks, trade names, copyrights, patents, patent rights,
and licenses that are necessary to the conduct of its business as currently
conducted, and attached hereto as Schedule 5.16 (as updated from time to time)
is a true, correct, and complete listing of all material patents,

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patent applications, trademarks, trademark applications, copyrights, and
copyright registrations as to which Parent or one of its Subsidiaries is the
owner or is an exclusive licensee.

      5.17  LEASES. Parent and its Subsidiaries enjoy peaceful and undisturbed
possession under all leases material to their business and to which they are
parties or under which they are operating, and all of such leases are valid and
subsisting and no material default by Parent or its Subsidiaries exists under
any of them.

      5.18  DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS. Set forth on Schedule 5.18
is a listing of all of Parent's and its Subsidiaries' Deposit Accounts and
Securities Accounts, including, with respect to each bank or securities
intermediary (a) the name and address of such Person, and (b) the account
numbers of the Deposit Accounts or Securities Accounts maintained with such
Person.

      5.19  COMPLETE DISCLOSURE. All factual information (taken as a whole)
furnished by or on behalf of Parent or its Subsidiaries in writing to Agent or
any Lender (including all information contained in the Schedules hereto or in
the other Loan Documents) for purposes of or in connection with this Agreement,
the other Loan Documents, or any transaction contemplated herein or therein is,
and all other such factual information (taken as a whole) hereafter furnished by
or on behalf of Parent or its Subsidiaries in writing to Agent or any Lender
will be, true and accurate, in all material respects, on the date as of which
such information is dated or certified and not incomplete by omitting to state
any fact necessary to make such information (taken as a whole) not misleading in
any material respect at such time in light of the circumstances under which such
information was provided. On the Closing Date, the Closing Date Projections
represent, and as of the date on which any other Projections are delivered to
Agent, such additional Projections represent Parent's and Borrower's good faith
estimate of Parent's and its Subsidiaries future performance for the periods
covered thereby.

      5.20  INDEBTEDNESS. Set forth on Schedule 5.20 is a true and complete list
of all Indebtedness of Parent and its Subsidiaries outstanding immediately prior
to the Closing Date that is to remain outstanding after the Closing Date and
such Schedule accurately reflects the aggregate principal amount of such
Indebtedness and describes the principal terms thereof.

      5.21  UFOC. (a) Borrower has delivered to Agent true and correct copies of
Borrower's UFOC, which is currently being used in connection with the offers to
sell and the sales of its and their franchises, (b) the UFOC (i) complies in all
material respects with all applicable federal, state and foregoing laws and
regulations pertaining to offers to sell and the sale of franchises in
jurisdictions in which they are being used, including, in the United States, the
Uniform Franchise Offering Circular Guidelines adopted by the North American
Securities Administrators Association in April 25, 1993 and approved by the FTC
on December 30, 1993 as an alternative to the FTC disclosure statement, and (ii)
does not contain any untrue statement of a material fact or omit to state a
material fact required to be

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stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading; in all cases,
except where any failure to comply or an untrue statement or omission could not
reasonably be expected to result in a Material Adverse Change.

      5.22  CREDIT CARD RECEIPTS. Schedule 5.22 sets forth all of Borrower's and
each of its Subsidiary's Credit Card Processors and all arrangements to which
Borrower or any Subsidiary is a party with respect to the payment to Borrower or
any Subsidiary of the proceeds of all credit card charges for sales by Borrower
or any of its Subsidiaries.

      5.23  INACTIVE SUBSIDIARIES. The Inactive Subsidiary does not own any
material assets and does not engage in any business activity whatsoever.

      5.24  CFCS. None of Borrower's Subsidiaries that are CFCs could execute
and deliver guaranties of the Obligations or grant Liens in their assets to
secure the Obligations without creating a material tax obligation under Section
956 of the IRC.

      5.25  LOAN DOCUMENTS. Borrower has delivered to Agent fully executed, true
and correct copies of each Mortgage and the associate title policy previously
delivered to the Existing Agent and Existing Lender Group and all such Mortgages
and title policies are assignable to Agent.

6.    AFFIRMATIVE COVENANTS.

            Parent and Borrower each, jointly and severally, covenants and
agrees that, until termination of all of the Commitments and payment in full of
the Obligations, each shall and shall cause each of its Subsidiaries to do all
of the following:

      6.1   ACCOUNTING SYSTEM. Maintain a system of accounting that enables
Borrower to produce financial statements in accordance with GAAP and maintain
records pertaining to the Collateral that contain information as from time to
time reasonably may be requested by Agent. Borrower also shall keep a reporting
system that shows all additions, sales, claims, returns, and allowances with
respect to its and its Subsidiaries' sales.

      6.2   COLLATERAL REPORTING. Provide Agent (and if so requested by Agent,
with copies for each Lender) with the following documents at the following times
in form satisfactory to Agent:

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Monthly (not later than  (a) a detailed calculation of the Borrowing Base signed
the 30th day of Fiscal   by Borrower's chief financial officer or treasurer,
Month)
                         (b) a summary aging of Borrower's and its Subsidiaries'
                         accounts payable and a list of book overdrafts (which
                         need not be aged),

                         (c) a detailed report regarding Borrower and its
                         Subsidiaries' cash and Cash Equivalents including an
                         indication of which amounts constitute Qualified Cash,
                         and

                         (d) a detailed report regarding the amount of Net Cash
                         Proceeds resulting from Permitted Dispositions
                         (including any amounts re-invested) pursuant to clause
                         (i) of the definition of Permitted Dispositions.

Quarterly (not later    (e) a report regarding Borrower's and its Subsidiaries'
than the 45 day after   accrued, but unpaid, ad valorem, Real Property, sales,
the end of each fiscal  and payroll taxes,
quarter of Borrower)
                        (f) a report on each of the Restaurants, together with a
                        listing of any new Restaurants or locations owned,
                        leased, franchised or closed by Borrower or any of its
                        Subsidiaries, and a reconciliation explaining any change
                        (whether due to a Permitted Disposition or otherwise) in
                        the ownership or operation of the Restaurants and
                        locations listed in the corresponding report for the
                        immediately preceding fiscal quarter.

Upon reasonable         (g) such other reports as to the Collateral or the
request by Agent        financial condition of Parent and its Subsidiaries as
                        Agent requests and determines in its Permitted
                        Discretion not to be unduly burdensome; provided,
                        however, so long as no Default or Event of Default shall
                        have occurred or be continuing, Agent will not request
                        an aged book overdraft summary, copies of Parent's or
                        any Guarantor's federal income tax reports, monthly
                        sales reports for each Restaurant or a copy of the
                        monthly reporting package delivered by Borrower or
                        Parent to its respective Board of Directors.

      6.3   FINANCIAL STATEMENTS, REPORTS, CERTIFICATES. Deliver to Agent, with
copies to each Lender:

            (a)   as soon as available, but in any event within 30 days after
the end of each Fiscal Month during each of Parent's fiscal years, an unaudited
consolidated balance sheet, income statement, and statement of cash flow
covering Parent's and its Subsidiaries' operations during such period,

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            (b)   as soon as available, but in any event within 45 days after
the end of each of Parent's fiscal quarters,

                  (i) an unaudited consolidated balance sheet, income statement,
and statement of cash flow covering Parent's and its Subsidiaries' operations
during such period,

                  (ii) a certificate detailing Parent's Leverage Ratio as of the
last day of the fiscal quarter then ended, and

                  (iii) a Compliance Certificate,

                  (iv) a company prepared profit and loss report in form and
detail reasonably acceptable to Agent in its Permitted Discretion and Unit Level
Cash Flow for each of the currently operating restaurants for the immediately
preceding quarter and for the then current fiscal year to date,

            (c)   as soon as available, but in any event within 90 days after
the end of each of Parent's fiscal years,

                  (i) consolidated financial statements of Parent and its
Subsidiaries for each such fiscal year, audited by independent certified public
accountants reasonably acceptable to Agent and certified, without any
qualifications (including any (A) "going concern" or like qualification or
exception, (B) qualification or exception as to the scope of such audit, or (C)
qualification which relates to the treatment or classification of any item and
which, as a condition to the removal of such qualification, would require an
adjustment to such item, the effect of which would be to cause any noncompliance
with the provisions of Section 7.18), by such accountants to have been prepared
in accordance with GAAP (such audited financial statements to include a balance
sheet, income statement, and statement of cash flow and, if prepared, such
accountants' letter to management),

                  (ii) a certificate of such accountants addressed to Agent and
the Lenders stating that such accountants do not have knowledge of the existence
of any Default or Event of Default under Section 7.18, and

                  (iii) a Compliance Certificate,

            (d)   as soon as available, but in any event within 60 days after
the start of each of Parent's fiscal years, copies of Parent's Projections, in
form and substance (including as to scope and underlying assumptions)
satisfactory to Agent, in its Permitted Discretion, for the forthcoming 3 years,
year by year, and for the forthcoming fiscal year, month by month, certified by
the chief financial officer of Parent as being such officer's good faith
estimate of the financial performance of Parent during the period covered
thereby,

            (e)   if and when filed by Parent,

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                  (i) Form 10-Q quarterly reports, Form 10-K annual reports, and
Form 8-K current reports,

                  (ii) any other filings made by Parent with the SEC,

                  (iii) [intentionally omitted], and

                  (iv) after the consummation of a Qualified IPO, any other
information that is provided by Parent to its shareholders generally,

                  (f) promptly, but in any event within 5 days after Parent or
Borrower has knowledge of any event or condition that constitutes a Default or
an Event of Default, notice thereof and a statement of the curative action that
Parent or Borrower proposes to take with respect thereto,

            (g)   promptly after the commencement thereof, but in any event
within 5 Business Days after the service of process with respect thereto on
Parent or any of its Subsidiaries, notice of all actions, suits, or proceedings
brought by or against Parent or any of its Subsidiaries before any Governmental
Authority which reasonably could be expected to result in a Material Adverse
Change, and

            (h)   upon the request of Agent, any other information reasonably
requested relating to the financial condition of Parent or its Subsidiaries.

            In addition, Parent agrees that no Subsidiary of Parent will have a
fiscal year different from that of Parent. Parent also agrees to cooperate with
Agent to allow Agent to consult with its independent certified public
accountants if Agent reasonably requests the right to do so and that, in such
connection, its independent certified public accountants are authorized to
communicate with Agent (so long as, prior to the occurrence and continuation of
an Event of Default, a representative of Borrowers is afforded the opportunity
(but need not be present) to be present) and to release to Agent whatever
financial information concerning Parent or its Subsidiaries that Agent
reasonably may request.

      6.4   GUARANTOR REPORTS. Cause each Guarantor to deliver its annual
financial statements at the time when Parent provides its audited financial
statements to Agent, but only to the extent such Guarantor's financial
statements are not consolidated with Parent's financial statements.

      6.5   [INTENTIONALLY OMITTED].

      6.6   MAINTENANCE OF PROPERTIES. Except for assets disposed of pursuant to
a Permitted Disposition, maintain and preserve all of its properties which are
necessary or useful in the proper conduct to its business in good working order
and condition, ordinary wear and tear excepted, and comply at all times with the
provisions of all material leases to which it is a party as lessee, so as to
prevent any loss or forfeiture thereof or thereunder.

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      6.7   TAXES. Cause all assessments and taxes, whether real, personal, or
otherwise, due or payable by, or imposed, levied, or assessed against Parent,
its Subsidiaries, or any of their respective assets to be paid in full, before
delinquency or before the expiration of any extension period, except to the
extent that the validity of such assessment or tax shall be the subject of a
Permitted Protest. Parent will and will cause its Subsidiaries to make timely
payment or deposit of all tax payments and withholding taxes required of it and
them by applicable laws, including those laws concerning F.I.C.A., F.U.T.A.,
state disability, and local, state, and federal income taxes, and will, upon
request, furnish Agent with proof satisfactory to Agent indicating that Parent
and its Subsidiaries have made such payments or deposits.

      6.8   INSURANCE.

            (a)   At Borrower's expense, maintain insurance respecting Parent's
and its Subsidiaries' assets wherever located, covering loss or damage by fire,
theft, explosion, and all other hazards and risks as ordinarily are insured
against by other Persons engaged in the same or similar businesses. Borrower
also shall maintain business interruption, public liability, and product
liability insurance, as well as insurance against larceny, embezzlement, and
criminal misappropriation. All such policies of insurance shall be in such
amounts and with such insurance companies as are reasonably satisfactory to
Agent. Borrower shall deliver copies of all such policies to Agent with an
endorsement naming Agent as a loss payee (under a satisfactory lender's loss
payable endorsement) or additional insured, as appropriate. Each policy of
insurance or endorsement shall contain a clause requiring the insurer to give
not less than 30 days prior written notice to Agent in the event of cancellation
of the policy for any reason whatsoever.

            (b)   Borrower shall give Agent prompt notice of any loss exceeding
$250,000 covered by such insurance. Subject to the rights of lessors and
subtenants, Agent shall have the exclusive right to approve any adjustment of
losses claimed under any such insurance policies in excess of $1,000,000 (or in
any amount after the occurrence and during the continuation of an Event of
Default), without any liability to Parent or Borrower whatsoever in respect of
such adjustments.

            (c)   Parent will not and will not suffer or permit its Subsidiaries
to take out separate insurance concurrent in form or contributing in the event
of loss with that required to be maintained under this Section 6.8, unless Agent
is included thereon as an additional insured or loss payee under a lender's loss
payable endorsement. Parent promptly shall notify Agent whenever such separate
insurance is taken out, specifying the insurer thereunder and full particulars
as to the policies evidencing the same, and copies of such policies promptly
shall be provided to Agent.

      6.9   LOCATION OF INVENTORY AND EQUIPMENT. Keep Parent's and its
Subsidiaries' Inventory and Equipment only at the locations identified on
Schedule 5.5 and their chief executive offices only at the locations identified
on Schedule 5.7(b); provided, however, that Borrower may amend Schedule 5.5 and
Schedule 5.7 so long as such amendment occurs by

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written notice to Agent not less than 30 days after the date on which such
Inventory or Equipment is moved to such new location or such chief executive
office is relocated, so long as such new location is within the continental
United States, and so long as, at the time of such written notification,
Borrower provides Agent a Collateral Access Agreement with respect thereto.

      6.10  COMPLIANCE WITH LAWS. Comply with the requirements of all applicable
laws, rules, regulations, and orders of any Governmental Authority, other than
laws, rules, regulations, and orders the non-compliance with which, individually
or in the aggregate, could not reasonably be expected to result in a Material
Adverse Change.

      6.11  LEASES. Pay when due all rents and other amounts payable under any
material leases to which Parent or any of its Subsidiaries is a party or by
which Parent's or any such Subsidiaries' properties and assets are bound, unless
such payments are the subject of a Permitted Protest, unless the non-compliance
thereof could not reasonably be expected to result in a Material Adverse Change.

      6.12  EXISTENCE. At all times preserve and keep in full force and effect
Parent's and its Subsidiaries valid existence and good standing and any rights
and franchises material to their businesses unless the non-compliance of such
franchises could not reasonably be expected to result in a Material Adverse
Change.

      6.13  ENVIRONMENTAL.

            (a)   Keep any property either owned or operated by Parent or its
Subsidiaries free of any Environmental Liens or post bonds or other financial
assurances sufficient to satisfy the obligations or liability evidenced by such
Environmental Liens, (b) comply, in all material respects, with Environmental
Laws and provide to Agent documentation of such compliance which Agent
reasonably requests, (c) promptly notify Agent of any release of a Hazardous
Material in any reportable quantity from or onto property owned or operated by
Parent or its Subsidiaries and take any Remedial Actions required to abate said
release or otherwise to come into compliance with applicable Environmental Law,
and (d) promptly, but in any event within 5 days of its receipt thereof, provide
Agent with written notice of any of the following: (i) notice that an
Environmental Lien has been filed against any of the real or personal property
of Parent or its Subsidiaries, (ii) commencement of any Environmental Action or
notice that an Environmental Action will be filed against Parent or its
Subsidiaries, and (iii) notice of a violation, citation, or other administrative
order which reasonably could be expected to result in a Material Adverse Change.

      6.14  DISCLOSURE UPDATES. Promptly and in no event later than 5 Business
Days after obtaining knowledge thereof, notify Agent if any written information,
exhibit, or report furnished to the Lender Group contained, at the time it was
furnished, any untrue statement of a material fact or omitted to state any
material fact necessary to make the statements contained therein not misleading
in light of the circumstances in which made. The foregoing to the contrary
notwithstanding, any notification pursuant to the foregoing provision will not

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cure or remedy the effect of the prior untrue statement of a material fact or
omission of any material fact nor shall any such notification have the affect of
amending or modifying this Agreement or any of the Schedules hereto.

      6.15  FORMATION OF SUBSIDIARIES. At the time that Borrower or any
Guarantor forms any direct or indirect Subsidiary or acquires any direct or
indirect Subsidiary after the Closing Date or any Inactive Subsidiary owns
material assets and engages in any business Borrower or such Guarantor shall (a)
cause such Subsidiary to provide to Agent a joinder to the Guaranty and the
Guarantor Security Agreement, together with such other security documents
(including Mortgages with respect to any Real Property of such Subsidiary), as
well as appropriate financing statements (and with respect to all property
subject to a Mortgage, fixture filings), all in form and substance satisfactory
to Agent (including being sufficient to grant Agent a first priority Lien
(subject to Permitted Liens) in and to the assets of such newly formed or
acquired Subsidiary), (b) provide to Agent a pledge agreement and appropriate
certificates and powers or financing statements, hypothecating all of the direct
or beneficial ownership interest in such new Subsidiary, in form and substance
satisfactory to Agent, and (c) provide to Agent all other documentation,
including one or more opinions of counsel satisfactory to Agent, which in its
opinion is appropriate with respect to the execution and delivery of the
applicable documentation referred to above (including policies of title
insurance or other documentation with respect to all property subject to a
Mortgage). Any document, agreement, or instrument executed or issued pursuant to
this Section 6.15 shall be a Loan Document.

7.    NEGATIVE COVENANTS.

            Parent and Borrower each, jointly and severally, covenants and
agrees that, until termination of all of the Commitments and payment in full of
the Obligations, each will not and will not permit any of its Subsidiaries to do
any of the following:

      7.1   INDEBTEDNESS. Create, incur, assume, suffer to exist, guarantee, or
otherwise become or remain, directly or indirectly, liable with respect to any
Indebtedness, except:

            (a)   Indebtedness evidenced by this Agreement and the other Loan
Documents, together with Indebtedness owed to Underlying Issuers with respect to
Underlying Letters of Credit,

            (b)   Indebtedness set forth on Schedule 5.20,

            (c)   Permitted Purchase Money Indebtedness,

            (d)   Indebtedness of Borrower evidenced by the High Yield Note
Documents in an aggregate principal amount not to exceed $126,530,000 at any one
time outstanding,

            (e)   refinancings, renewals, or extensions of Indebtedness
permitted under clauses (b), (c), and (d) of this Section 7.1 (and continuance
or renewal of any Permitted

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Liens associated therewith) so long as: (i) the terms and conditions of such
refinancings, renewals, or extensions do not, in Agent's reasonable judgment,
materially impair the prospects of repayment of the Obligations by Borrower or
materially impair Borrower's creditworthiness, (ii) such refinancings, renewals,
or extensions do not result in an increase in the principal amount of, or
interest rate with respect to, the Indebtedness so refinanced, renewed, or
extended, (iii) such refinancings, renewals, or extensions do not result in a
shortening of the average weighted maturity of the Indebtedness so refinanced,
renewed, or extended, nor are they on terms or conditions that, taken as a
whole, are materially more burdensome or restrictive to Borrower, (iv) if the
Indebtedness that is refinanced, renewed, or extended was subordinated in right
of payment to the Obligations, then the terms and conditions of the refinancing,
renewal, or extension Indebtedness must include subordination terms and
conditions that are at least as favorable to the Lender Group as those that were
applicable to the refinanced, renewed, or extended Indebtedness, and (v) the
Indebtedness that is refinanced, renewed, or extended is not recourse to any
Person that is liable on account of the Obligations other than those Persons
which were obligated with respect to the Indebtedness that was refinanced,
renewed, or extended,

            (f)   endorsement of instruments or other payment items for deposit,

            (g)   Indebtedness resulting from Permitted Intercompany Advances,

            (h)   so long as no Default or Event of Default has occurred and is
continuing at the time of the incurrence thereof, Indebtedness under Hedge
Agreements of Borrower in respect of Indebtedness of Borrower or any of its
Subsidiaries; provided, however, that such Hedge Agreements are entered into for
the purpose of fixing or hedging interest rates with respect to any fixed or
variable rate Indebtedness that is permitted hereunder,

            (i)   Indebtedness incurred by Borrower or its Subsidiaries in the
ordinary course of business with respect to surety and appeal bonds, performance
and return-of-money bonds and other similar obligations, all in the ordinary
course of business in accordance with customary industry practices, in amounts
and for the purposes customary in Borrower's industry; provided, however, that
the principal amount of such Indebtedness outstanding at any time shall not
exceed $1,000,000 in the aggregate,

            (j)   Indebtedness of a Subsidiary of Borrower resulting from its
guaranty of Indebtedness or other obligation of Borrower or any other
Subsidiary, so long as such Subsidiary has guaranteed the Obligations pursuant
to a Guaranty and has granted to the Agent for the benefit of the Agent and the
Lenders a security interest in its assets, to the extent the incurrence of such
Indebtedness is otherwise permitted hereunder,

            (k)   so long as no Default or Event of Default has occurred and is
continuing at the time of the incurrence thereof, unsecured Funded Debt and
Permitted Acquired Indebtedness of Borrower in an aggregate amount not to exceed
$3,000,000 outstanding at any one time,

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            (l)   Indebtedness of Parent, Borrower, or any Guarantor resulting
from the guaranty of any lease obligations of Borrower or any Guarantor to the
extent such lease obligations are permitted hereunder, and

            (m)   Indebtedness of the Parent or its Subsidiaries resulting from
the guaranty of the obligations of Borrower, as franchisor, pursuant to the
registration requirements of one or more states in which franchises are offered
to franchisees.

      7.2   LIENS. Create, incur, assume, or suffer to exist, directly or
indirectly, any Lien on or with respect to any of its assets, of any kind,
whether now owned or hereafter acquired, or any income or profits therefrom,
except for Permitted Liens (including Liens that are replacements of Permitted
Liens to the extent that the original Indebtedness is refinanced, renewed, or
extended under Section 7.1(e) and so long as the replacement Liens only encumber
those assets that secured the refinanced, renewed, or extended Indebtedness).

      7.3   RESTRICTIONS ON FUNDAMENTAL CHANGES.

            (a)   Except for the consummation of Permitted Reorganization
Transactions, enter into any merger, consolidation, reorganization, or
recapitalization, or reclassify its Stock.

            (b)   Except for the consummation of Permitted Reorganization
Transactions, liquidate, wind up, or dissolve itself (or suffer any liquidation
or dissolution).

            (c)   Except for the consummation of Permitted Reorganization
Transactions and Permitted Dispositions, convey, sell, lease, license, assign,
transfer, or otherwise dispose of, in one transaction or a series of
transactions, all or any substantial part of its assets.

      7.4   DISPOSAL OF ASSETS. Other than Permitted Dispositions, convey, sell,
lease, sub-lease, license, assign, transfer, or otherwise dispose of any of
Parent's or its Subsidiaries assets. With respect to any Permitted Disposition,
Agent agrees and is authorized, on reasonable prior written request therefor
from Borrower, to release its Lien on the asset (but not the proceeds) subject
to such Permitted Disposition concurrent with the consummation of the
disposition so long as, in connection therewith, Borrower certifies to Agent
that the subject disposition is permitted hereunder.

      7.5   CHANGE NAME. Change Parent's or any of its Subsidiaries' names,
organizational identification number, state of organization or organizational
identity; provided, however, that Parent or any of its Subsidiaries may change
their names upon at least 30 days prior written notice to Agent of such change
and so long as, at the time of such written notification, Parent or its
Subsidiary provides any financing statements necessary to perfect and continue
perfected the Agent's Liens.

      7.6   NATURE OF BUSINESS. Make any change in the principal nature of its
or their business.

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      7.7   PREPAYMENTS AND AMENDMENTS. Except in connection with a refinancing
permitted by Section 7.1(e),

            (a)   optionally prepay, redeem, defease, purchase, or otherwise
acquire any Indebtedness of Parent or its Subsidiaries, other than the (i)
Obligations in accordance with this Agreement, (ii) the consummation of a
Permitted Redemption, and (iii) payments made in the ordinary course of business
for the repayment of Permitted Intercompany Advances, or

            (b)   directly or indirectly, amend, modify, alter, increase, or
change in any way materially adverse to the Lender Group any of the terms or
conditions of any agreement, instrument, document, indenture, or other writing
evidencing or concerning Indebtedness permitted under Section 7.1.

      7.8   CHANGE OF CONTROL. Cause, permit, or suffer, directly or indirectly,
any Change of Control.

      7.9   [INTENTIONALLY OMITTED]..

      7.10  DISTRIBUTIONS. Make or pay (a) any distribution or dividend (in cash
or other property, other than common Stock) on, or purchase, acquire, redeem, or
retire any of Parent's or Borrower's Stock, of any class, whether now or
hereafter outstanding, or (b) any management fees or any other fees or expenses
pursuant to any management, consulting, or other services agreement to any of
the shareholders or other equityholders of Parent or any of its Subsidiaries or
other Affiliates, or to any other Subsidiaries or Affiliates of any Restricted
Party; provided, however, that the foregoing shall not prevent:

            (a)   the making of the Permitted Distribution,

            (b)   so long as no Default or Event of Default has occurred and is
continuing after giving effect thereto and so long as Borrower has Excess
Availability of not less than $1,500,000 after giving effect thereto, the
payment of Permitted Management Fees,

            (c)   distributions by any Subsidiary of Borrower to Borrower or to
another Subsidiary of Borrower (other than to a Subsidiary that is a CFC),

            (d)   payments by Borrower to Parent to permit Parent to pay federal
and state income taxes, franchise taxes, and other similar expenses incurred in
the ordinary course of business which are owed or payable by Parent,

            (e)   payments by Borrower to Parent to enable Parent to (i) effect
the repurchase, redemption, acquisition, cancellation, or other retirement for
value of the Stock of Parent or to effect the termination of options to purchase
Stock of Parent, in each case, held by former managers and employees of Parent
or its Subsidiaries (or their estates or beneficiaries under their estates) upon
the death, disability, retirement, or termination of employment of any such
former managers or employees; and (ii) to make payments on subordinated
promissory notes or other obligations representing the unpaid repurchase,

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redemption, acquisition, or cancellation price for Stock of Parent owned by such
former managers or employees of Parent or its Subsidiaries, provided, however,
that the sum of all such payments shall not exceed $500,000 (the "maximum
amount") in any fiscal year plus up to $500,000 of any unused amount permitted
under this clause (e) for the immediately preceding fiscal year; provided
further, however, that if the Leverage Ratio as at the end of the most recent
fiscal quarter of Parent is less than 3:00:1:00 on a pro forma basis after
giving effect to any proposed payment under this clause (e), the maximum amount
may be increased to not more than $1,500,000 plus up to $500,000 of any unused
amount permitted under this clause (e) for the immediately preceding fiscal
year; provided further, however, that any repurchase, redemption, acquisition,
cancellation, or other retirement for value of the Stock of Parent that is made
solely from proceeds received (A) from key-man life insurance, or (2) by Parent
from an equity issuance by Parent to WPP for the purpose of making any such
repurchase, redemption, acquisition, cancellation, or other retirement of Stock
from an executive officer of Parent shall not be subject to the maximum amount
limitation,

            (f)   payment on the Closing Date of a transaction fee to the
Permitted Holders in an aggregate amount not to exceed $320,000 and reimburse
the Permitted Holders for reasonable out-of-pocket fees, costs and expenses
incurred in connection with the transactions contemplate hereby,

            (g)   payments by Borrower to Parent to enable the Parent to pay
costs and expenses incurred in the ordinary course of business and in the
conduct of its business as a holding company, including payment of
administrative costs and expenses, officers' salaries and reasonable
out-of-pocket expenses incurred by members of the Board of Directors; provided,
however, that the aggregate amount of all such payments permitted under this
clause (g) shall not exceed $350,000 in any fiscal year,

            (h)   payments by Borrower of Parent's outside directors' fees,
reimbursement of reasonable out-of-pocket expenses incurred in connection with
attending Board of Director meetings, and payment of indemnification claims to
the extent not covered by insurance, and

            (i)   repurchases of stock of Parent deemed to occur upon the
cashless exercise of stock options and warrants.

      7.11  ACCOUNTING METHODS. Modify or change its fiscal year or its method
of accounting (other than as may be required to conform to GAAP) or enter into,
modify, or terminate any agreement currently existing, or at any time hereafter
entered into with any third party accounting firm or service bureau for the
preparation or storage of Parent's or its Subsidiaries' accounting records
without said accounting firm or service bureau agreeing to provide Agent
information regarding Parent's and its Subsidiaries' financial condition.

      7.12  INVESTMENTS. Except for Permitted Investments, directly or
indirectly, make or acquire any Investment or incur any liabilities (including
contingent obligations) for or in connection with any Investment; provided,
however, that Parent and its Subsidiaries shall not have Permitted Investments
(other than in the Cash Management Accounts) in Deposit

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Accounts or Securities Accounts in an aggregate amount in excess of $250,000 at
any one time unless Parent or its Subsidiary, as applicable, and the applicable
securities intermediary or bank have entered into Control Agreements governing
such Permitted Investments in order to perfect (and further establish) the
Agent's Liens in such Permitted Investments. Subject to the foregoing proviso,
Parent shall not and shall not permit its Subsidiaries to establish or maintain
any Deposit Account or Securities Account unless Agent shall have received a
Control Agreement in respect of such Deposit Account or Securities Account.

      7.13  TRANSACTIONS WITH AFFILIATES. Except as permitted by Sections 7.1,
7.3, 7.7, 7.10, and 7.12, and except as set forth on Schedule 7.13, directly or
indirectly enter into or permit to exist any transaction with any Affiliate of
Parent except for transactions that (a) are in the ordinary course of business,
(b) are upon fair and reasonable terms, (c) if they involve one or more payments
by Parent or its Subsidiaries in excess of $1,500,000, are fully disclosed to
Agent, and (d) are no less favorable to Parent or its Subsidiaries, as
applicable, than would be obtained in an arm's length transaction with a
non-Affiliate.

      7.14  SUSPENSION. Suspend or go out of a substantial portion of its or
their business.

      7.15  [INTENTIONALLY OMITTED].

      7.16  USE OF PROCEEDS. Use the proceeds of the Advances and the Term Loan
for any purpose other than (a) on the Closing Date, (i) to restructure a portion
of the outstanding principal, accrued interest, and accrued fees and expenses
owing under the Existing Loan Agreement, and (ii) to pay transactional fees,
costs, and expenses incurred in connection with this Agreement, the other Loan
Documents, and the transactions contemplated hereby and thereby, and (b)
thereafter, consistent with the terms and conditions hereof, for its lawful and
permitted purposes.

      7.17  INVENTORY AND EQUIPMENT WITH BAILEES. Unless a Collateral Access
Agreement has been delivered to Agent, and except for storage of up to
$3,500,000 of Inventory in the aggregate for temporary periods not exceeding 120
days, store the Inventory or Equipment of Parent or its Subsidiaries at any time
now or hereafter with a bailee, warehouseman, or similar party.

      7.18  FINANCIAL COVENANTS.

            (a)   Fail to maintain or achieve:

                  (i) MINIMUM ADJUSTED EBITDA. Adjusted EBITDA, measured on each
fiscal quarter-end basis, for the then most recently completed thirteen Fiscal
Month period, of at least $35,000,000.

                  (ii) FIXED CHARGE COVERAGE RATIO. A Fixed Charge Coverage
Ratio, measured on a fiscal quarter-end basis, of at least the required amount
set forth in the following table for the applicable period set forth opposite
thereto:

                                       90
<PAGE>

<TABLE>
<CAPTION>
Applicable Ratio                                           Applicable Period
----------------                                           ------------------
<S>                                               <C>

    1.05:1.0                                             For the fiscal quarter
                                                          ending July 8, 2004

    1.05:1.0                                          For the two fiscal quarters
                                                        ending October 28, 2004

    1.05:1.0                                         For the three fiscal quarters
                                                        ending January 27, 2005

    1.05:1.0                                          For the four fiscal quarters
                                                         ending April 21, 2005

    1.05:1.0                                      For each of the four fiscal quarters
                                                            ended thereafter
</TABLE>

            (b)   Make:

                  (i) GROWTH CAPITAL EXPENDITURES. Growth Capital Expenditures
in any fiscal year in excess of the Growth Capital Expenditure Amount.

      7.19  INACTIVE SUBSIDIARY. Permit any Inactive Subsidiary to (a) own any
material assets, or (b) engage in any business activity (other than the
ownership of certain intellectual property rights).

      7.20  UFOC. Fail to maintain Borrower's UFOC in compliance with the
representation and warranty contained in Section 5.21 hereof.

8.    EVENTS OF DEFAULT.

            Any one or more of the following events shall constitute an event of
default (each, an "Event of Default") under this Agreement:

      8.1   If Borrower fails to pay when due and payable, or when declared due
and payable, all or any portion of the Obligations (whether of principal,
interest (including any interest which, but for the provisions of the Bankruptcy
Code, would have accrued on such amounts), fees and charges due the Lender
Group, reimbursement of Lender Group Expenses, or other amounts constituting
Obligations);

      8.2   If Parent or any of its Subsidiaries:

            (a)   fails to perform, keep, or observe any term, provision,
covenant, or agreement contained in Sections 2.7, 3.2, 4.2, 4.4, 4.5 4.6, 6.8,
6.12, 6.14 6.15, and 7.1 through 7.19 of this Agreement; or

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<PAGE>

            (b)   fails or neglects to perform, keep, or observe any term,
provision, covenant, or agreement contained in Sections 6.2 6.3, 6.6, 6.7, 6.9,
6.10, and 6.11 of this Agreement and such failure continues for a period of 5
days; or

            (c)   fails or neglects to perform, keep, or observe any other term,
provision, covenant, or agreement contained in this Agreement, or in any of the
other Loan Documents (giving effect to any grace periods, cure periods, or
required notices, if any, expressly provided for in such Loan Documents); in
each case, other than any such term, provision, covenant, or agreement that is
the subject of another provision of this Section 8 (in which event such other
provision of this Section 8 shall govern), and such failure continues for a
period of 10 days;

            provided that, during any period of time that any such failure or
neglect referred to in this paragraph exists, even if such failure or neglect is
not yet an Event of Default, the Lender Group shall be relieved of its
obligation to extend credit hereunder;

      8.3   If any material portion of Parent's or any of its Subsidiaries'
assets is attached, seized, subjected to a writ or distress warrant, levied
upon, or comes into the possession of any third Person and the same is not
discharged before the earlier of 60 days after the date it first arises or 5
days prior to the date on which such property or asset is subject to forfeiture
by Parent or any of its Subsidiaries;

      8.4   If an Insolvency Proceeding is commenced by Parent or any of its
Subsidiaries;

      8.5   If an Insolvency Proceeding is commenced against Parent, or any of
its Subsidiaries (except for any Subsidiary that does not own any material
assets and does not engage in any business activity whatsoever as determined at
such time the Insolvency Proceeding is commenced), and any of the following
events occur: (a) Parent or such Subsidiary consents to the institution of such
Insolvency Proceeding against it, (b) the petition commencing the Insolvency
Proceeding is not timely controverted; provided, however, that, during the
pendency of such period, each member of the Lender Group shall be relieved of
its obligations to extend credit hereunder, (c) the petition commencing the
Insolvency Proceeding is not dismissed within 60 calendar days of the date of
the filing thereof; provided, however, that, during the pendency of such period,
each member of the Lender Group shall be relieved of its obligations to extend
credit hereunder, (d) an interim trustee is appointed to take possession of all
or any substantial portion of the properties or assets of, or to operate all or
any substantial portion of the business of, Parent or any of its Subsidiaries,
or (e) an order for relief shall have been entered therein;

      8.6   If Parent or any of its Subsidiaries is enjoined, restrained, or in
any way prevented by court order from continuing to conduct all or any material
part of its business affairs;

      8.7   (a) If a notice of Lien is filed of record with respect to Parent's
or any of its Subsidiaries' assets by the United States or any department,
agency, or instrumentality

                                       92
<PAGE>

thereof (a "Federal Lien"), or by any state, county, municipal, or governmental
agency and such state, county, municipal, or governmental agency Lien has
priority over the Liens of Lender in and to the Collateral or any portion
thereof (a "Non-Federal Priority Lien"); or

            (b)   If a notice of Lien is filed of record with respect to
Parent's assets or any of its Subsidiaries' assets by any state, county,
municipal, or governmental agency that is not a Non-Federal Priority Lien (a
"Non-Federal Non-Priority Lien"); provided, however, that, if the aggregate
amount claimed with respect to any such Non-Federal Non-Priority Liens, or
combination thereof, is less than $100,000, an Event of Default shall not occur
under this subsection if the claims that are the subject of such Liens are the
subject of Permitted Protests and if the Liens are released, discharged, or
bonded against within 30 days of each such Lien first being filed of record or,
if earlier, at least 5 days prior to the date on which assets that are subject
to such Liens are subject to being sold or forfeited and, in any such case,
Agent shall have the absolute right to establish and maintain a reserve against
the Borrowing Base and the Maximum Revolver Amount in an amount equal to the
aggregate amount of the underlying claims (determined by Agent in its Permitted
Discretion, and irrespective of any Permitted Protests with respect thereto and
including any penalties or interest that are estimated by Agent, in its
Permitted Discretion, to arise in connection therewith);

      8.8   If one or more judgments or other claims involving an aggregate
amount of $500,000, or more, in excess of the amount covered by insurance,
becomes a Lien or encumbrance upon any of Parent's or any of its Subsidiaries'
assets and the same is not released, discharged, bonded against, or stayed
pending appeal before the earlier of 30 days after the date it first arises or 5
days prior to the date on which such asset is subject to being forfeited by
Parent or any of its Subsidiaries;

      8.9   (a) If there is a default in one or more agreements to which Parent
or any of its Subsidiaries is a party with one or more third Persons relative to
Parent's or any of its Subsidiaries' Indebtedness involving an aggregate amount
of $1,000,000, or more, and such default (i) occurs at the final maturity of
obligations thereunder, or (ii) results in a right by such third Person(s),
irrespective of whether exercised, to accelerate the maturity of Parent's or any
of its Subsidiaries' obligations thereunder; or

            (a)   If there is a default in any other material agreement to which
Parent or any of its Subsidiaries is a party with one or more third Persons and
such default results in a right by such third Person(s), irrespective of whether
exercised, to terminate such agreement;

      8.10  If Parent or any of its Subsidiaries makes any payment on account of
Indebtedness that has been contractually subordinated in right of payment to the
payment of the Obligations, except to the extent such payment is permitted by
the terms of the subordination provisions applicable to such Indebtedness;

      8.11  If any material misstatement or misrepresentation exists now or
hereafter in any warranty, representation, statement, or report made to Lender
by Borrower or any

                                       93
<PAGE>

officer, employee, agent, or director of Borrower, or if any such warranty or
representation is withdrawn;

      8.12  If the obligation of any Guarantor under the Guaranty is limited or
terminated by operation of law or by such Guarantor thereunder;

      8.13  If this Agreement or any other Loan Document that purports to create
a Lien, shall, for any reason, fail or cease to create a valid and perfected
and, except to the extent permitted by the terms hereof or thereof, first
priority Lien on or security interest in the Collateral covered hereby or
thereby, except as a result of a disposition of the applicable Collateral in a
transaction permitted under this Agreement; or

      8.14  Any provision of any Loan Document (other than any immaterial
provision) shall at any time for any reason be declared to be null and void, or
the validity or enforceability thereof shall be contested by Parent or its
Subsidiaries, or a proceeding shall be commenced by Parent or its Subsidiaries,
or by any Governmental Authority having jurisdiction over Parent or its
Subsidiaries, seeking to establish the invalidity or unenforceability thereof,
or Parent or its Subsidiaries shall deny that Parent or its Subsidiaries has any
liability or obligation purported to be created under any Loan Document.

9.    THE LENDER GROUP'S RIGHTS AND REMEDIES.

      9.1   RIGHTS AND REMEDIES. Upon the occurrence, and during the
continuation, of an Event of Default, the Required Lenders (at their election
but without notice of their election and without demand) may authorize and
instruct Agent to do any one or more of the following on behalf of the Lender
Group (and Agent, acting upon the instructions of the Required Lenders, shall do
the same on behalf of the Lender Group), all of which are authorized by
Borrower:

            (a)   Declare all or any portion of the Obligations, whether
evidenced by this Agreement, by any of the other Loan Documents, or otherwise,
immediately due and payable;

            (b)   Cease advancing money or extending credit to or for the
benefit of Borrower under this Agreement, under any of the Loan Documents, or
under any other agreement between Borrower and the Lender Group;

            (c)   Terminate this Agreement and any of the other Loan Documents
as to any future liability or obligation of the Lender Group, but without
affecting any of the Agent's Liens in the Collateral and without affecting the
Obligations;

            (d)   Settle or adjust disputes and claims directly with Borrower's
Account Debtors for amounts and upon terms which Agent considers advisable, and
in such cases, Agent will credit Borrower's Loan Account with only the net
amounts received by Agent in

                                       94
<PAGE>

payment of such disputed Accounts after deducting all Lender Group Expenses
incurred or expended in connection therewith;

            (e)   Cause Borrower to hold all of its returned Inventory in trust
for the Lender Group and segregate all such Inventory from all other assets of
Borrower or in Borrower's possession;

            (f)   Without notice to or demand upon Borrower, make such payments
and do such acts as Agent considers necessary or reasonable to protect its
security interests in the Collateral. Borrower agrees to assemble the Collateral
if Agent so requires, and to make the Collateral available to Agent at a place
that Agent may designate which is reasonably convenient to both parties.
Borrower authorizes Agent to enter the premises where the Collateral is located,
to take and maintain possession of the Collateral, or any part of it, and to
pay, purchase, contest, or compromise any Lien that in Agent's determination
appears to conflict with the priority of Agent's Liens in and to the Collateral
and to pay all expenses incurred in connection therewith and to charge
Borrower's Loan Account therefor. With respect to any of Borrower's owned or
leased premises, Borrower hereby grants Agent a license to enter into possession
of such premises and to occupy the same, without charge, in order to exercise
any of the Lender Group's rights or remedies provided herein, at law, in equity,
or otherwise;

            (g)   Without notice to Borrower (such notice being expressly
waived), and without constituting an acceptance of any collateral in full or
partial satisfaction of an obligation (within the meaning of the Code), set off
and apply to the Obligations any and all (i) balances and deposits of Borrower
held by the Lender Group (including any amounts received in the Cash Management
Accounts), or (ii) Indebtedness at any time owing to or for the credit or the
account of Borrower held by the Lender Group;

            (h)   Hold, as cash collateral, any and all balances and deposits of
Borrower held by the Lender Group, and any amounts received in the Cash
Management Accounts, to secure the full and final repayment of all of the
Obligations;

            (i)   Ship, reclaim, recover, store, finish, maintain, repair,
prepare for sale, advertise for sale, and sell (in the manner provided for
herein) the Borrower Collateral. Borrower hereby grants to Agent a license or
other right to use, without charge, Borrower's labels, patents, copyrights,
trade secrets, trade names, trademarks, service marks, and advertising matter,
or any property of a similar nature, as it pertains to the Borrower Collateral,
in completing production of, advertising for sale, and selling any Borrower
Collateral and Borrower's rights under all licenses and all franchise agreements
shall inure to the Lender Group's benefit;

            (j)   Sell the Borrower Collateral at either a public or private
sale, or both, by way of one or more contracts or transactions, for cash or on
terms, in such manner and at such places (including Borrower's premises) as
Agent determines is commercially reasonable. It is not necessary that the
Borrower Collateral be present at any such sale;

                                       95
<PAGE>

            (k)   Except in those circumstances where no notice is required
under the Code, Agent shall give notice of the disposition of the Borrower
Collateral as follows:

                  (i) Agent shall give Borrower a notice in writing of the time
and place of public sale, or, if the sale is a private sale or some other
disposition other than a public sale is to be made of the Borrower Collateral,
the time on or after which the private sale or other disposition is to be made;
and

                  (ii) The notice shall be personally delivered or mailed,
postage prepaid, to Borrower as provided in Section 12, at least 10 days before
the earliest time of disposition set forth in the notice; no notice needs to be
given prior to the disposition of any portion of the Borrower Collateral that is
perishable or threatens to decline speedily in value or that is of a type
customarily sold on a recognized market;

            (l)   Agent, on behalf of the Lender Group, may credit bid and
purchase at any public sale;

            (m)   Agent may seek the appointment of a receiver or keeper to take
possession of all or any portion of the Borrower Collateral or to operate same
and, to the maximum extent permitted by law, may seek the appointment of such a
receiver without the requirement of prior notice or a hearing; and

            (n)   The Lender Group shall have all other rights and remedies
available at law or in equity or pursuant to any other Loan Document.

The foregoing to the contrary notwithstanding, upon the occurrence of any Event
of Default described in Section 8.4 or Section 8.5, in addition to the remedies
set forth above, without any notice to Borrower or any other Person or any act
by the Lender Group, the Commitments shall automatically terminate and the
Obligations then outstanding, together with all accrued and unpaid interest
thereon and all fees and all other amounts due under this Agreement and the
other Loan Documents, shall automatically and immediately become due and
payable, without presentment, demand, protest, or notice of any kind, all of
which are expressly waived by Borrower.

      9.2   REMEDIES CUMULATIVE. The rights and remedies of the Lender Group
under this Agreement, the other Loan Documents, and all other agreements shall
be cumulative. The Lender Group shall have all other rights and remedies not
inconsistent herewith as provided under the Code, by law, or in equity. No
exercise by the Lender Group of one right or remedy shall be deemed an election,
and no waiver by the Lender Group of any Event of Default shall be deemed a
continuing waiver. No delay by the Lender Group shall constitute a waiver,
election, or acquiescence by it.

10.   TAXES AND EXPENSES.

            If Parent or its Subsidiaries fails to pay any monies (whether
taxes, assessments, insurance premiums, or, in the case of leased properties or
assets, rents or other

                                       96
<PAGE>

amounts payable under such leases) due to third Persons, or fails to make any
deposits or furnish any required proof of payment or deposit, all as required
under the terms of this Agreement, then, Agent, in its sole discretion and
without prior notice to Parent or Borrower, may do any or all of the following:
(a) make payment of the same or any part thereof, (b) set up such reserves
against the Borrowing Base or the Maximum Revolver Amount as Agent deems
necessary to protect the Lender Group from the exposure created by such failure,
or (c) in the case of the failure to comply with Section 6.8 hereof, obtain and
maintain insurance policies of the type described in Section 6.8 and take any
action with respect to such policies as Agent deems prudent. Any such amounts
paid by Agent shall constitute Lender Group Expenses and any such payments shall
not constitute an agreement by the Lender Group to make similar payments in the
future or a waiver by the Lender Group of any Event of Default under this
Agreement. Agent need not inquire as to, or contest the validity of, any such
expense, tax, or Lien and the receipt of the usual official notice for the
payment thereof shall be conclusive evidence that the same was validly due and
owing.

11.   WAIVERS; INDEMNIFICATION.

      11.1  DEMAND; PROTEST; ETC. Each of Parent and Borrower waives demand,
protest, notice of protest, notice of default or dishonor, notice of payment and
nonpayment, nonpayment at maturity, release, compromise, settlement, extension,
or renewal of documents, instruments, chattel paper, and guarantees at any time
held by the Lender Group on which Parent or Borrower may in any way be liable.

      11.2  THE LENDER GROUP'S LIABILITY FOR BORROWER COLLATERAL. Borrower
hereby agrees that: (a) so long as Agent complies with its obligations, if any,
under the Code, the Lender Group shall not in any way or manner be liable or
responsible for: (i) the safekeeping of the Borrower Collateral, (ii) any loss
or damage thereto occurring or arising in any manner or fashion from any cause,
(iii) any diminution in the value thereof, or (iv) any act or default of any
carrier, warehouseman, bailee, forwarding agency, or other Person, and (b) all
risk of loss, damage, or destruction of the Borrower Collateral shall be borne
by Borrower; provided, however, that, nothing contained in this Section 11.2
shall be deemed to relieve Agent or any member of the Lender Group, as
applicable, from liability arising from Agent's or such member of the Lender
Group's willful misconduct, fraud or gross negligence, as finally determined by
a court of competent jurisdiction.

      11.3  INDEMNIFICATION. Each of Parent and Borrower, jointly and severally,
shall pay, indemnify, defend, and hold the Agent-Related Persons, the
Lender-Related Persons, and each Participant (each, an "Indemnified Person")
harmless (to the fullest extent permitted by law) from and against any and all
claims, demands, suits, actions, investigations, proceedings, and damages, and
all reasonable attorneys fees and disbursements and other costs and expenses
actually incurred in connection therewith or in connection with the enforcement
of this indemnification (as and when they are incurred and irrespective of
whether suit is brought), at any time asserted against, imposed upon, or
incurred by any of them (a) in connection with or as a result of or related to
the execution, delivery, enforcement, performance, or administration (including
any restructuring or

                                       97
<PAGE>

workout with respect hereto) of this Agreement, any of the other Loan Documents,
or the transactions contemplated hereby or thereby or the monitoring of Parent's
and its Subsidiaries' compliance with the terms of the Loan Documents, and (b)
with respect to any investigation, litigation, or proceeding related to this
Agreement, any other Loan Document, or the use of the proceeds of the credit
provided hereunder (irrespective of whether any Indemnified Person is a party
thereto), or any act, omission, event, or circumstance in any manner related
thereto (all the foregoing, collectively, the "Indemnified Liabilities"). The
foregoing to the contrary notwithstanding, Parent and Borrower shall have no
obligation to any Indemnified Person under this Section 11.3 with respect to any
Indemnified Liability that a court of competent jurisdiction finally determines
to have resulted from the fraud, gross negligence, or willful misconduct of such
Indemnified Person or for any consequential damages (other than consequential
damages payable to a third person). This provision shall survive the termination
of this Agreement and the repayment of the Obligations. If any Indemnified
Person makes any payment to any other Indemnified Person with respect to an
Indemnified Liability as to which Parent or Borrower was required to indemnify
the Indemnified Person receiving such payment, the Indemnified Person making
such payment is entitled to be indemnified and reimbursed by Parent or Borrower
with respect thereto. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO
EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE
OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH
INDEMNIFIED PERSON OR OF ANY OTHER PERSON.

12.   NOTICES.

            Unless otherwise provided in this Agreement, all notices or demands
by Parent, Borrower, or Agent to the other relating to this Agreement or any
other Loan Document shall be in writing and (except for financial statements and
other informational documents which may be sent by first-class mail, postage
prepaid) shall be personally delivered or sent by registered or certified mail
(postage prepaid, return receipt requested), overnight courier, electronic mail
(at such email addresses as Parent, Borrower, or Agent, as applicable, may
designate to each other in accordance herewith), or telefacsimile to Parent,
Borrower, or Agent, as the case may be, at its address set forth below:

               If to Parent or
               Borrower:         VICORP RESTAURANTS, INC.
                                 400 West 48th Avenue
                                 Denver, Colorado  80216
                                 Attn: Anthony J. Carroll and Michael R. Kinnen
                                 Fax No. (303) 672-2668

               with copies to:   WIND POINT PARTNERS
                                 676 North Michigan Avenue
                                 Chicago, Illinois  60611

                                       98
<PAGE>

                                 Attn: Michael Solot
                                 Fax No. (312) 255-4820

               with copies to:   SACHNOFF & WEAVER
                                 30 South Wacker Drive
                                 Chicago, Illinois  60606
                                 Attn: Bradley S. Schmarak, Esq.
                                 Fax No. (312) 207-6400

               If to Agent:      WELLS FARGO FOOTHILL, INC.
                                 2450 Colorado Avenue
                                 Suite 3000 West
                                 Santa Monica, California  90404
                                 Attn: Specialty Finance Manager
                                 Fax No.: (310) 453-7442

               with copies to:   PAUL, HASTINGS, JANOFSKY & WALKER LLP
                                 515 South Flower Street, 25th Floor
                                 Los Angeles, CA 90071
                                 Attn:  John Francis Hilson, Esq.
                                    Fax No.: (213) 627-0705

            Agent, Parent, and Borrower may change the address at which they are
to receive notices hereunder, by notice in writing in the foregoing manner given
to the other party. All notices or demands sent in accordance with this Section
12, other than notices by Agent in connection with enforcement rights against
the Borrower Collateral under the provisions of the Code, shall be deemed
received on the earlier of the date of actual receipt or 3 Business Days after
the deposit thereof in the mail. Borrower acknowledges and agrees that notices
sent by the Lender Group in connection with the exercise of enforcement rights
against Borrower Collateral under the provisions of the Code shall be deemed
sent when deposited in the mail or personally delivered, or, where permitted by
law, transmitted by telefacsimile or any other method set forth above.

13.   CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.

            (a)   THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
(UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT
OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT
HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH
RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR
THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW

                                       99
<PAGE>

YORK INCLUDING, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK, BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

            (b)   THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN
CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND
LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, PROVIDED,
HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER
PROPERTY MAY BE BROUGHT, AT AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION
WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER
PROPERTY MAY BE FOUND. BORROWER AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO
THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE
DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY
PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 13(b).

            (c)   BORROWER AND EACH MEMBER OF THE LENDER GROUP HEREBY WAIVE
THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS
CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. BORROWER AND EACH MEMBER
OF THE LENDER GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH
KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION
WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE
FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

14.   ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.

      14.1  ASSIGNMENTS AND PARTICIPATIONS.

            (a)   Any Lender may assign and delegate to one or more assignees
(each an "Assignee") that are Eligible Transferees all, or any ratable part of
all, of the Obligations, the Commitments and the other rights and obligations of
such Lender hereunder and under the other Loan Documents, in a minimum amount of
$5,000,000; provided, however, that Borrower and Agent may continue to deal
solely and directly with such Lender in connection with the interest so assigned
to an Assignee until (i) written notice of such assignment, together with
payment instructions, addresses, and related information with respect to the
Assignee, have been given to Borrower and Agent by such Lender and the Assignee,
(ii)

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such Lender and its Assignee have delivered to Borrower and Agent an Assignment
and Acceptance, and (iii) the assigning Lender or Assignee has paid to Agent for
Agent's separate account a processing fee in the amount of $5,000. Anything
contained herein to the contrary notwithstanding, (A) the payment of any fees
shall not be required if such assignment is to an Affiliate of the assigning
Lender and (B) the payment of any fees shall not be required and the Assignee
need not be an Eligible Transferee if such assignment is in connection with any
merger, consolidation, sale, transfer, or other disposition of all or any
substantial portion of the business or loan portfolio of the assigning Lender.

            (b)   From and after the date that Agent notifies the assigning
Lender (with a copy to Borrower) that it has received an executed Assignment and
Acceptance and payment of the above-referenced processing fee, (i) the Assignee
thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, shall have the rights and obligations of a Lender under the Loan
Documents, and (ii) the assigning Lender shall, to the extent that rights and
obligations hereunder and under the other Loan Documents have been assigned by
it pursuant to such Assignment and Acceptance, relinquish its rights (except
with respect to Section 11.3 hereof) and be released from any future obligations
under this Agreement (and in the case of an Assignment and Acceptance covering
all or the remaining portion of an assigning Lender's rights and obligations
under this Agreement and the other Loan Documents, such Lender shall cease to be
a party hereto and thereto), and such assignment shall effect a novation between
Borrower and the Assignee; provided, however, that nothing contained herein
shall release any assigning Lender from obligations that survive the termination
of this Agreement, including such assigning Lender's obligations under Article
16 and Section 17.7 of this Agreement.

            (c)   By executing and delivering an Assignment and Acceptance, the
assigning Lender thereunder and the Assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (1) other than as
provided in such Assignment and Acceptance, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other Loan Document furnished
pursuant hereto, (2) such assigning Lender makes no representation or warranty
and assumes no responsibility with respect to the financial condition of
Borrower or the performance or observance by Borrower of any of its obligations
under this Agreement or any other Loan Document furnished pursuant hereto, (3)
such Assignee confirms that it has received a copy of this Agreement, together
with such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into such Assignment and
Acceptance, (4) such Assignee will, independently and without reliance upon
Agent, such assigning Lender or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under this Agreement, (5)
such Assignee appoints and authorizes Agent to take such actions and to exercise
such powers under this Agreement as are delegated to Agent, by the terms hereof,
together with such powers as are reasonably incidental thereto, and (6) such

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Assignee agrees that it will perform all of the obligations which by the terms
of this Agreement are required to be performed by it as a Lender.

            (d)   Immediately upon Agent's receipt of the required processing
fee payment and the fully executed Assignment and Acceptance, this Agreement
shall be deemed to be amended to the extent, but only to the extent, necessary
to reflect the addition of the Assignee and the resulting adjustment of the
Commitments arising therefrom. The Commitment allocated to each Assignee shall
reduce such Commitments of the assigning Lender pro tanto.

            (e)   Any Lender may at any time, with the written consent of Agent,
sell to one or more commercial banks, financial institutions, or other Persons
(a "Participant") participating interests in its Obligations, the Commitment,
and the other rights and interests of that Lender (the "Originating Lender")
hereunder and under the other Loan Documents (provided that no written consent
of Agent shall be required in connection with any sale of any such participating
interests by a Lender to an Eligible Transferee); provided, however, that (i)
the Originating Lender shall remain a "Lender" for all purposes of this
Agreement and the other Loan Documents and the Participant receiving the
participating interest in the Obligations, the Commitments, and the other rights
and interests of the Originating Lender hereunder shall not constitute a
"Lender" hereunder or under the other Loan Documents and the Originating
Lender's obligations under this Agreement shall remain unchanged, (ii) the
Originating Lender shall remain solely responsible for the performance of such
obligations, (iii) Borrower, Agent, and the Lenders shall continue to deal
solely and directly with the Originating Lender in connection with the
Originating Lender's rights and obligations under this Agreement and the other
Loan Documents, (iv) no Lender shall transfer or grant any participating
interest under which the Participant has the right to approve any amendment to,
or any consent or waiver with respect to, this Agreement or any other Loan
Document, except to the extent such amendment to, or consent or waiver with
respect to this Agreement or of any other Loan Document would (A) extend the
final maturity date of the Obligations hereunder in which such Participant is
participating, (B) reduce the interest rate applicable to the Obligations
hereunder in which such Participant is participating, (C) release all or
substantially all of the Collateral or guaranties (except to the extent
expressly provided herein or in any of the Loan Documents) supporting the
Obligations hereunder in which such Participant is participating, (D) postpone
the payment of, or reduce the amount of, the interest or fees payable to such
Participant through such Lender, or (E) change the amount or due dates of
scheduled principal repayments or prepayments or premiums, and (v) all amounts
payable by Borrower hereunder shall be determined as if such Lender had not sold
such participation, except that, if amounts outstanding under this Agreement are
due and unpaid, or shall have been declared or shall have become due and payable
upon the occurrence of an Event of Default, each Participant shall be deemed to
have the right of set off in respect of its participating interest in amounts
owing under this Agreement to the same extent as if the amount of its
participating interest were owing directly to it as a Lender under this
Agreement. The rights of any Participant only shall be derivative through the
Originating Lender with whom such Participant participates and no Participant
shall have any rights under this Agreement or the other Loan Documents or any
direct rights as to the

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other Lenders, Agent, Borrower, the Collections of
Borrower or its Subsidiaries, the Collateral, or otherwise in respect of the
Obligations. No Participant shall have the right to participate directly in the
making of decisions by the Lenders among themselves.

            (f)   In connection with any such assignment or participation or
proposed assignment or participation, a Lender may, subject to the provisions of
Section 17.7, disclose all documents and information which it now or hereafter
may have relating to Borrower and its Subsidiaries and their respective
businesses.

            (g)   Any other provision in this Agreement notwithstanding, any
Lender may at any time create a security interest in, or pledge, all or any
portion of its rights under and interest in this Agreement in favor of any
Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Bank
or U.S. Treasury Regulation 31 CFR  Section 203.24, and such Federal Reserve
Bank may enforce such pledge or security interest in any manner permitted under
applicable law.

            (h)   Anything to the contrary contained herein notwithstanding, at
all times during the term hereof, WFF agrees to maintain (i) have and retain a
Revolver Commitment of no less than 44% of all of the Revolver Commitments, and
(ii) have no less than a 44% interest in the Term Loan Amount; provided,
however, that the foregoing shall not be applicable (A) at any time that a
Default or Event of Default has occurred and is continuing, or (B) to any
assignment that is in connection with any merger, consolidation, sale, transfer,
or other disposition of all or any substantial portion of the business or loan
portfolio of WFF. This clause (h) is for the sole benefit of WFF and Borrower
and there are no other Persons that are intended to be benefited by this clause.

      14.2  SUCCESSORS. This Agreement shall bind and inure to the benefit of
the respective successors and assigns of each of the parties; provided, however,
that Borrower may not assign this Agreement or any rights or duties hereunder
without the Lenders' prior written consent and any prohibited assignment shall
be absolutely void ab initio. No consent to assignment by the Lenders shall
release Borrower from its Obligations. A Lender may assign this Agreement and
the other Loan Documents and its rights and duties hereunder and thereunder
pursuant to Section 14.1 hereof and, except as expressly required pursuant to
Section 14.1 hereof, no consent or approval by Borrower is required in
connection with any such assignment.

15.   AMENDMENTS; WAIVERS.

      15.1  AMENDMENTS AND WAIVERS. No amendment or waiver of any provision of
this Agreement or any other Loan Document (other than Bank Product Agreements),
and no consent with respect to any departure by Borrower therefrom, shall be
effective unless the same shall be in writing and signed by the Required Lenders
(or by Agent at the written request of the Required Lenders), Parent and
Borrower and then any such waiver or consent shall be effective, but only in the
specific instance and for the specific purpose for which given; provided,
however, that no such waiver, amendment, or consent shall, unless in

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writing and signed by all of the Lenders affected thereby and Borrower, do any
of the following:

            (a)   increase or extend any Commitment of any Lender,

            (b)   postpone or delay any date fixed by this Agreement or any
other Loan Document for any payment of principal, interest, fees, or other
amounts due hereunder or under any other Loan Document,

            (c)   reduce the principal of, or the rate of interest on, any loan
or other extension of credit hereunder, or reduce any fees or other amounts
payable hereunder or under any other Loan Document,

            (d)   change the Pro Rata Share that is required to take any action
                  hereunder,

            (e)   amend or modify this Section or any provision of the Agreement
providing for consent or other action by all Lenders,

            (f)   other than as permitted by Section 16.12, release Agent's Lien
in and to any of the Collateral,

            (g)   change the definition of "Required Lenders" or "Pro Rata
Share",

            (h)   except as expressly contemplated herein with respect to
Permitted Purchase Money Indebtedness, contractually subordinate any of the
Agent's Liens,

            (i)   release Borrower or any Guarantor from any obligation for the
payment of money, or

            (j)   change the definition of Borrowing Base or the definitions of
Maximum Revolver Amount, Term Loan Amount, or change Section 2.1(b), or

            (k)   amend any of the provisions of Section 16.

and, provided further, however, that (i) no amendment, waiver or consent shall,
unless in writing and signed by Agent, Issuing Lender, or Swing Lender, as
applicable, affect the rights or duties of Agent, Issuing Lender, or Swing
Lender, as applicable, under this Agreement or any other Loan Document, or (ii)
no amendment, waiver or consent shall, unless in writing and signed by WFF and
Borrower shall affect the rights or duties of WFF or Borrower under Section
14.1(h) and no such amendment, waiver, or consent shall require the approval or
consent of any other party hereto. The foregoing notwithstanding, any amendment,
modification, waiver, consent, termination, or release of, or with respect to,
any provision of this Agreement or any other Loan Document that relates only to
the relationship of the Lender Group among themselves, and that does not affect
the rights or obligations of Borrower, shall not require consent by or the
agreement of Borrower.

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      15.2  REPLACEMENT OF HOLDOUT LENDER.

            (a)   If any action to be taken by the Lender Group or Agent
hereunder requires the unanimous consent, authorization, or agreement of all
Lenders, and a Lender ("Holdout Lender") fails to give its consent,
authorization, or agreement, then Agent, upon at least 5 Business Days prior
irrevocable notice to the Holdout Lender, may permanently replace the Holdout
Lender with one or more substitute Lenders (each, a "Replacement Lender"), and
the Holdout Lender shall have no right to refuse to be replaced hereunder. Such
notice to replace the Holdout Lender shall specify an effective date for such
replacement, which date shall not be later than 15 Business Days after the date
such notice is given.

            (b)   Prior to the effective date of such replacement, the Holdout
Lender and each Replacement Lender shall execute and deliver an Assignment and
Acceptance, subject only to the Holdout Lender being repaid its share of the
outstanding Obligations (including an assumption of its Pro Rata Share of the
Risk Participation Liability) without any premium or penalty of any kind
whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver
any such Assignment and Acceptance prior to the effective date of such
replacement, the Holdout Lender shall be deemed to have executed and delivered
such Assignment and Acceptance. The replacement of any Holdout Lender shall be
made in accordance with the terms of Section 14.1. Until such time as the
Replacement Lenders shall have acquired all of the Obligations, the Commitments,
and the other rights and obligations of the Holdout Lender hereunder and under
the other Loan Documents, the Holdout Lender shall remain obligated to make the
Holdout Lender's Pro Rata Share of Advances and to purchase a participation in
each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk
Participation Liability of such Letter of Credit.

      15.3  NO WAIVERS; CUMULATIVE REMEDIES. No failure by Agent or any Lender
to exercise any right, remedy, or option under this Agreement or any other Loan
Document, or delay by Agent or any Lender in exercising the same, will operate
as a waiver thereof. No waiver by Agent or any Lender will be effective unless
it is in writing, and then only to the extent specifically stated. No waiver by
Agent or any Lender on any occasion shall affect or diminish Agent's and each
Lender's rights thereafter to require strict performance by Borrower of any
provision of this Agreement. Agent's and each Lender's rights under this
Agreement and the other Loan Documents will be cumulative and not exclusive of
any other right or remedy that Agent or any Lender may have.

16.   AGENT; THE LENDER GROUP.

      16.1  APPOINTMENT AND AUTHORIZATION OF AGENT. Each Lender hereby
designates and appoints WFF as its representative under this Agreement and the
other Loan Documents and each Lender hereby irrevocably authorizes Agent to
execute and deliver each of the other Loan Documents on its behalf and to take
such other action on its behalf under the provisions of this Agreement and each
other Loan Document and to exercise such powers and perform such duties as are
expressly delegated to Agent by the terms of this Agreement or any other Loan
Document, together with such powers as are reasonably incidental thereto. Agent
agrees to act as such on the express conditions contained in this Section 16.
The provisions

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of this Section 16 (other than the proviso to Section 16.11(a))are solely for
the benefit of Agent, and the Lenders, and Borrower and its Subsidiaries shall
have no rights as a third party beneficiary of any of the provisions contained
herein. Any provision to the contrary contained elsewhere in this Agreement or
in any other Loan Document notwithstanding, Agent shall not have any duties or
responsibilities, except those expressly set forth herein, nor shall Agent have
or be deemed to have any fiduciary relationship with any Lender, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or any other Loan Document or otherwise exist
against Agent; it being expressly understood and agreed that the use of the word
"Agent" is for convenience only, that WFF is merely the representative of the
Lenders, and only has the contractual duties set forth herein. Except as
expressly otherwise provided in this Agreement, Agent shall have and may use its
sole discretion with respect to exercising or refraining from exercising any
discretionary rights or taking or refraining from taking any actions that Agent
expressly is entitled to take or assert under or pursuant to this Agreement and
the other Loan Documents. Without limiting the generality of the foregoing, or
of any other provision of the Loan Documents that provides rights or powers to
Agent, Lenders agree that Agent shall have the right to exercise the following
powers as long as this Agreement remains in effect: (a) maintain, in accordance
with its customary business practices, ledgers and records reflecting the status
of the Obligations, the Collateral, the Collections of Borrower and its
Subsidiaries, and related matters, (b) execute or file any and all financing or
similar statements or notices, amendments, renewals, supplements, documents,
instruments, proofs of claim, notices and other written agreements with respect
to the Loan Documents, (c) make Advances, for itself or on behalf of Lenders as
provided in the Loan Documents, (d) exclusively receive, apply, and distribute
the Collections of Borrower and its Subsidiaries as provided in the Loan
Documents, (e) open and maintain such bank accounts and cash management
arrangements as Agent deems necessary and appropriate in accordance with the
Loan Documents for the foregoing purposes with respect to the Collateral and the
Collections of Borrower and its Subsidiaries, (f) perform, exercise, and enforce
any and all other rights and remedies of the Lender Group with respect to
Borrower, the Obligations, the Collateral, the Collections of Borrower and its
Subsidiaries, or otherwise related to any of same as provided in the Loan
Documents, and (g) incur and pay such Lender Group Expenses as Agent may deem
necessary or appropriate for the performance and fulfillment of its functions
and powers pursuant to the Loan Documents.

      16.2  DELEGATION OF DUTIES. Agent may execute any of its duties under this
Agreement or any other Loan Document by or through agents, employees or
attorneys in fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. Agent shall not be responsible for the
negligence or misconduct of any agent or attorney in fact that it selects as
long as such selection was made without gross negligence or willful misconduct.

      16.3  LIABILITY OF AGENT. None of the Agent-Related Persons shall (i) be
liable for any action taken or omitted to be taken by any of them under or in
connection with this Agreement or any other Loan Document or the transactions
contemplated hereby (except for its own gross negligence or willful misconduct),
or (ii) be responsible in any manner to any

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of the Lenders for any recital, statement, representation or warranty made by
Borrower or any Subsidiary or Affiliate of Borrower, or any officer or director
thereof, contained in this Agreement or in any other Loan Document, or in any
certificate, report, statement or other document referred to or provided for in,
or received by Agent under or in connection with, this Agreement or any other
Loan Document, or the validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Loan Document, or for any failure of
Borrower or any other party to any Loan Document to perform its obligations
hereunder or thereunder. No Agent-Related Person shall be under any obligation
to any Lender to ascertain or to inquire as to the observance or performance of
any of the agreements contained in, or conditions of, this Agreement or any
other Loan Document, or to inspect the Books or properties of Borrower or the
books or records or properties of any of Borrower's Subsidiaries or Affiliates.

      16.4  RELIANCE BY AGENT. Agent shall be entitled to rely, and shall be
fully protected in relying, upon any writing, resolution, notice, consent,
certificate, affidavit, letter, telegram, telefacsimile or other electronic
method of transmission, telex or telephone message, statement or other document
or conversation believed by it to be genuine and correct and to have been
signed, sent, or made by the proper Person or Persons, and upon advice and
statements of legal counsel (including counsel to Borrower or counsel to any
Lender), independent accountants and other experts selected by Agent. Agent
shall be fully justified in failing or refusing to take any action under this
Agreement or any other Loan Document unless Agent shall first receive such
advice or concurrence of the Lenders as it deems appropriate and until such
instructions are received, Agent shall act, or refrain from acting, as it deems
advisable. If Agent so requests, it shall first be indemnified to its reasonable
satisfaction by the Lenders against any and all liability and expense that may
be incurred by it by reason of taking or continuing to take any such action.
Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement or any other Loan Document in accordance with a
request or consent of the requisite Lenders and such request and any action
taken or failure to act pursuant thereto shall be binding upon all of the
Lenders.

      16.5  NOTICE OF DEFAULT OR EVENT OF DEFAULT. Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default,
except with respect to defaults in the payment of principal, interest, fees, and
expenses required to be paid to Agent for the account of the Lenders and, except
with respect to Events of Default of which Agent has actual knowledge, unless
Agent shall have received written notice from a Lender or Borrower referring to
this Agreement, describing such Default or Event of Default, and stating that
such notice is a "notice of default." Agent promptly will notify the Lenders of
its receipt of any such notice or of any Event of Default of which Agent has
actual knowledge. If any Lender obtains actual knowledge of any Event of
Default, such Lender promptly shall notify the other Lenders and Agent of such
Event of Default. Each Lender shall be solely responsible for giving any notices
to its Participants, if any. Subject to Section 16.4, Agent shall take such
action with respect to such Default or Event of Default as may be requested by
the Required Lenders in accordance with Section 9; provided, however, that
unless and until Agent has received any such request, Agent may (but shall not
be

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obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable.

      16.6  CREDIT DECISION. Each Lender acknowledges that none of the
Agent-Related Persons has made any representation or warranty to it, and that no
act by Agent hereinafter taken, including any review of the affairs of Borrower
and its Subsidiaries or Affiliates, shall be deemed to constitute any
representation or warranty by any Agent-Related Person to any Lender. Each
Lender represents to Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of Borrower and any other Person party to a Loan Document, and
all applicable bank regulatory laws relating to the transactions contemplated
hereby, and made its own decision to enter into this Agreement and to extend
credit to Borrower. Each Lender also represents that it will, independently and
without reliance upon any Agent-Related Person and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigations as
it deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of Borrower and any
other Person party to a Loan Document. Except for notices, reports, and other
documents expressly herein required to be furnished to the Lenders by Agent,
Agent shall not have any duty or responsibility to provide any Lender with any
credit or other information concerning the business, prospects, operations,
property, financial and other condition or creditworthiness of Borrower and any
other Person party to a Loan Document that may come into the possession of any
of the Agent-Related Persons.

      16.7  COSTS AND EXPENSES; INDEMNIFICATION. Agent may incur and pay Lender
Group Expenses to the extent Agent reasonably deems necessary or appropriate for
the performance and fulfillment of its functions, powers, and obligations
pursuant to the Loan Documents, including court costs, attorneys fees and
expenses, fees and expenses of financial accountants, advisors, consultants, and
appraisers, costs of collection by outside collection agencies, auctioneer fees
and expenses, and costs of security guards or insurance premiums paid to
maintain the Collateral, whether or not Borrower is obligated to reimburse Agent
or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is
authorized and directed to deduct and retain sufficient amounts from the
Collections of Borrower and its Subsidiaries received by Agent to reimburse
Agent for such out-of-pocket costs and expenses prior to the distribution of any
amounts to Lenders. In the event Agent is not reimbursed for such costs and
expenses from the Collections of Borrower and its Subsidiaries received by
Agent, each Lender hereby agrees that it is and shall be obligated to pay to or
reimburse Agent for the amount of such Lender's Pro Rata Share thereof. Whether
or not the transactions contemplated hereby are consummated, the Lenders shall
indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by
or on behalf of Borrower and without limiting the obligation of Borrower to do
so), according to their Pro Rata Shares, from and against any and all
Indemnified Liabilities; provided, however, that no Lender shall be liable for
the payment to any Agent-Related Person of any portion of such

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Indemnified Liabilities resulting solely from such Person's gross negligence or
willful misconduct nor shall any Lender be liable for the obligations of any
Defaulting Lender in failing to make an Advance or other extension of credit
hereunder. Without limitation of the foregoing, each Lender shall reimburse
Agent upon demand for such Lender's Pro Rata Share of any costs or out of pocket
expenses (including attorneys, accountants, advisors, and consultants fees and
expenses) incurred by Agent in connection with the preparation, execution,
delivery, administration, modification, amendment, or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement, any other Loan
Document, or any document contemplated by or referred to herein, to the extent
that Agent is not reimbursed for such expenses by or on behalf of Borrower. The
undertaking in this Section shall survive the payment of all Obligations
hereunder and the resignation or replacement of Agent.

      16.8  AGENT IN INDIVIDUAL CAPACITY. WFF and its Affiliates may make loans
to, issue letters of credit for the account of, accept deposits from, acquire
equity interests in, and generally engage in any kind of banking, trust,
financial advisory, underwriting, or other business with Borrower and its
Subsidiaries and Affiliates and any other Person party to any Loan Documents as
though WFF were not Agent hereunder, and, in each case, without notice to or
consent of the other members of the Lender Group. The other members of the
Lender Group acknowledge that, pursuant to such activities, WFF or its
Affiliates may receive information regarding Borrower or its Affiliates and any
other Person party to any Loan Documents that is subject to confidentiality
obligations in favor of Borrower or such other Person and that prohibit the
disclosure of such information to the Lenders, and the Lenders acknowledge that,
in such circumstances (and in the absence of a waiver of such confidentiality
obligations, which waiver Agent will use its reasonable best efforts to obtain),
Agent shall not be under any obligation to provide such information to them. The
terms "Lender" and "Lenders" include WFF in its individual capacity.

      16.9  SUCCESSOR AGENT. Agent may resign as Agent upon 45 days notice to
the Lenders and Borrower. If Agent resigns under this Agreement, the Required
Lenders, and so long as no Default or Event of Default has occurred or is
continuing, the Required Lenders with the consent of Borrower (which such
consent shall not be unreasonably withheld or delayed) shall appoint a successor
Agent for the Lenders. If no successor Agent is appointed prior to the effective
date of the resignation of Agent, Agent may appoint, after consulting with the
Lenders, a successor Agent. If Agent has materially breached or failed to
perform any material provision of this Agreement or of applicable law, the
Required Lenders may agree in writing to remove and replace Agent with a
successor Agent from among the Lenders. In any such event, upon the acceptance
of its appointment as successor Agent hereunder, such successor Agent shall
succeed to all the rights, powers, and duties of the retiring Agent and the term
"Agent" shall mean such successor Agent and the retiring Agent's appointment,
powers, and duties as Agent shall be terminated. After any retiring Agent's
resignation hereunder as Agent, the provisions of this Section 16 shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
Agent under this Agreement. If no successor Agent has accepted appointment as
Agent by the date which is 45 days following a retiring Agent's notice of
resignation, the retiring Agent's resignation

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shall nevertheless thereupon become effective and the Lenders shall perform all
of the duties of Agent hereunder until such time, if any, as the Lenders appoint
a successor Agent as provided for above.

      16.10 LENDER IN INDIVIDUAL CAPACITY. Any Lender and its respective
Affiliates may make loans to, issue letters of credit for the account of, accept
deposits from, acquire equity interests in and generally engage in any kind of
banking, trust, financial advisory, underwriting, or other business with
Borrower and its Subsidiaries and Affiliates and any other Person party to any
Loan Documents as though such Lender were not a Lender hereunder without notice
to or consent of the other members of the Lender Group. The other members of the
Lender Group acknowledge that, pursuant to such activities, such Lender and its
respective Affiliates may receive information regarding Borrower or its
Affiliates and any other Person party to any Loan Documents that is subject to
confidentiality obligations in favor of Borrower or such other Person and that
prohibit the disclosure of such information to the Lenders, and the Lenders
acknowledge that, in such circumstances (and in the absence of a waiver of such
confidentiality obligations, which waiver such Lender will use its reasonable
best efforts to obtain), such Lender shall not be under any obligation to
provide such information to them. With respect to the Swing Loans and Agent
Advances, Swing Lender shall have the same rights and powers under this
Agreement as any other Lender and may exercise the same as though it were not
the sub-agent of Agent.

      16.11 WITHHOLDING TAXES.

            (a)   All payments made by Borrower hereunder or under any note or
other Loan Document will be made without setoff, counterclaim, or other defense.
In addition, all such payments will be made free and clear of, and without
deduction or withholding for, any present or future Taxes, and in the event any
deduction or withholding of Taxes is required, Borrower shall comply with the
penultimate sentence of this Section 16.11(a). "Taxes" shall mean, any taxes,
levies, imposts, duties, fees, assessments or other charges of whatever nature
now or hereafter imposed by any jurisdiction or by any political subdivision or
taxing authority thereof or therein with respect to such payments (but excluding
any tax imposed by any jurisdiction or by any political subdivision or taxing
authority thereof or therein measured by or based on the net income or net
profits of any Lender) and all interest, penalties or similar liabilities with
respect thereto. If any Taxes are so levied or imposed, Borrower agrees to pay
the full amount of such Taxes and such additional amounts as may be necessary so
that every payment of all amounts due under this Agreement, any note, or Loan
Document, including any amount paid pursuant to this Section 16.11(a) after
withholding or deduction for or on account of any Taxes, will not be less than
the amount provided for herein; provided, however, that Borrower shall not be
required to increase any such amounts if the increase in such amount payable
results from Agent's or such Lender's own willful misconduct or gross negligence
(as finally determined by a court of competent jurisdiction). Borrower will
furnish to Agent as promptly as possible after the date the payment of any Tax
is due pursuant to applicable law certified copies of tax receipts evidencing
such payment by Borrower.

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            (b)   If a Lender claims an exemption from United States withholding
tax, Lender agrees with and in favor of Agent and Borrower, to deliver to Agent:

                  (i) if such Lender claims an exemption from United States
withholding tax pursuant to its portfolio interest exception, (A) a statement of
the Lender, signed under penalty of perjury, that it is not a (I) a "bank" as
described in Section 881(c)(3)(A) of the IRC, (II) a 10% shareholder of Borrower
(within the meaning of Section 871(h)(3)(B) of the IRC), or (III) a controlled
foreign corporation related to Borrower within the meaning of Section 864(d)(4)
of the IRC, and (B) a properly completed and executed IRS Form W-8BEN, before
receiving its first payment under this Agreement and at any other time
reasonably requested by Agent or Borrower;

                  (ii) if such Lender claims an exemption from, or a reduction
of, withholding tax under a United States tax treaty, properly completed and
executed IRS Form W-8BEN before receiving its first payment under this Agreement
and at any other time reasonably requested by Agent or Borrower;

                  (iii) if such Lender claims that interest paid under this
Agreement is exempt from United States withholding tax because it is effectively
connected with a United States trade or business of such Lender, two properly
completed and executed copies of IRS Form W-8ECI before receiving its first
payment under this Agreement and at any other time reasonably requested by Agent
or Borrower; or;

                  (iv) such other form or forms, including IRS Form W-9, as may
be required under the IRC or other laws of the United States as a condition to
exemption from, or reduction of, United States withholding or backup withholding
tax before receiving its first payment under this Agreement and at any other
time reasonably requested by Agent or Borrower.

Lender agrees promptly to notify Agent and Borrower of any change in
circumstances which would modify or render invalid any claimed exemption or
reduction.

            (c)   If a Lender claims an exemption from withholding tax in a
jurisdiction other than the United States, Lender agrees with and in favor of
Agent and Borrower, to deliver to Agent any such form or forms, as may be
required under the laws of such jurisdiction as a condition to exemption from,
or reduction of, foreign withholding or backup withholding tax before receiving
its first payment under this Agreement and at any other time reasonably
requested by Agent or Borrower.

Lender agrees promptly to notify Agent and Borrower of any change in
circumstances which would modify or render invalid any claimed exemption or
reduction.

            (d)   If any Lender claims exemption from, or reduction of,
withholding tax and such Lender sells, assigns, grants a participation in, or
otherwise transfers all or part of the Obligations of Borrower to such Lender,
such Lender agrees to notify Agent and Borrower of the percentage amount in
which it is no longer the beneficial owner of

                                      111
<PAGE>

Obligations of Borrower to such Lender. To the extent of such percentage amount,
Agent and Borrower will treat such Lender's documentation provided pursuant to
Sections 16.11(b) or 16.11(c) as no longer valid. With respect to such
percentage amount, Lender may provide new documentation, pursuant to Sections
16.11 (b) or 16.11(c), if applicable.

            (e)   If any Lender is entitled to a reduction in the applicable
withholding tax, Agent may withhold from any interest payment to such Lender an
amount equivalent to the applicable withholding tax after taking into account
such reduction. If the forms or other documentation required by subsection (b)
or (c) of this Section 16.11 are not delivered to Agent, then Agent may withhold
from any interest payment to such Lender not providing such forms or other
documentation an amount equivalent to the applicable withholding tax.

            (f)   If the IRS or any other Governmental Authority of the United
States or other jurisdiction asserts a claim that Agent did not properly
withhold tax from amounts paid to or for the account of any Lender due to a
failure on the part of the Lender (because the appropriate form was not
delivered, was not properly executed, or because such Lender failed to notify
Agent of a change in circumstances which rendered the exemption from, or
reduction of, withholding tax ineffective, or for any other reason) such Lender
shall indemnify and hold Agent harmless for all amounts paid, directly or
indirectly, by Agent, as tax or otherwise, including penalties and interest, and
including any taxes imposed by any jurisdiction on the amounts payable to Agent
under this Section 16.11, together with all costs and expenses (including
attorneys fees and expenses). The obligation of the Lenders under this
subsection shall survive the payment of all Obligations and the resignation or
replacement of Agent.

      16.12 COLLATERAL MATTERS.

            (a)   The Lenders hereby irrevocably authorize Agent, at its option
and in its sole discretion, to release any Lien on any Collateral (i) upon the
termination of the Commitments and payment and satisfaction in full by Borrower
of all Obligations, (ii) constituting property being sold or disposed of if a
release is required or desirable in connection therewith and if Borrower
certifies to Agent that the sale or disposition is permitted under Section 7.4
of this Agreement or the other Loan Documents (and Agent may rely conclusively
on any such certificate, without further inquiry), (iii) constituting property
in which Borrower or its Subsidiaries owned no interest at the time the Agent's
Lien was granted nor at any time thereafter, or (iv) constituting property
leased to Borrower or its Subsidiaries under a lease that has expired or is
terminated in a transaction permitted under this Agreement. Except as provided
above, Agent will not execute and deliver a release of any Lien on any
Collateral without the prior written authorization of (y) if the release is of
all or substantially all of the Collateral, all of the Lenders, or (z)
otherwise, the Required Lenders. Upon request by Agent or Borrower at any time,
the Lenders will confirm in writing Agent's authority to release any such Liens
on particular types or items of Collateral pursuant to this Section 16.12;
provided, however, that (1) Agent shall not be required to execute any document
necessary to evidence such release on terms that, in Agent's opinion, would
expose Agent to liability or create any obligation or entail any consequence
other than

                                      112
<PAGE>

the release of such Lien without recourse, representation, or warranty, and (2)
such release shall not in any manner discharge, affect, or impair the
Obligations or any Liens (other than those expressly being released) upon (or
obligations of Borrower in respect of) all interests retained by Borrower,
including, the proceeds of any sale, all of which shall continue to constitute
part of the Collateral.

            (b)   Agent shall have no obligation whatsoever to any of the
Lenders to assure that the Collateral exists or is owned by Borrower or is cared
for, protected, or insured or has been encumbered, or that the Agent's Liens
have been properly or sufficiently or lawfully created, perfected, protected, or
enforced or are entitled to any particular priority, or to exercise at all or in
any particular manner or under any duty of care, disclosure or fidelity, or to
continue exercising, any of the rights, authorities and powers granted or
available to Agent pursuant to any of the Loan Documents, it being understood
and agreed that in respect of the Collateral, or any act, omission, or event
related thereto, subject to the terms and conditions contained herein, Agent may
act in any manner it may deem appropriate, in its sole discretion given Agent's
own interest in the Collateral in its capacity as one of the Lenders and that
Agent shall have no other duty or liability whatsoever to any Lender as to any
of the foregoing, except as otherwise provided herein.

      16.13 RESTRICTIONS ON ACTIONS BY LENDERS; SHARING OF PAYMENTS.

            (a)   Each of the Lenders agrees that it shall not, without the
express written consent of Agent, and that it shall, to the extent it is
lawfully entitled to do so, upon the written request of Agent, set off against
the Obligations, any amounts owing by such Lender to Borrower or any deposit
accounts of Borrower now or hereafter maintained with such Lender. Each of the
Lenders further agrees that it shall not, unless specifically requested to do so
in writing by Agent, take or cause to be taken any action, including, the
commencement of any legal or equitable proceedings, to foreclose any Lien on, or
otherwise enforce any security interest in, any of the Collateral.

            (b)   If, at any time or times any Lender shall receive (i) by
payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any
payments with respect to the Obligations, except for any such proceeds or
payments received by such Lender from Agent pursuant to the terms of this
Agreement, or (ii) payments from Agent in excess of such Lender's ratable
portion of all such distributions by Agent, such Lender promptly shall (1) turn
the same over to Agent, in kind, and with such endorsements as may be required
to negotiate the same to Agent, or in immediately available funds, as
applicable, for the account of all of the Lenders and for application to the
Obligations in accordance with the applicable provisions of this Agreement, or
(2) purchase, without recourse or warranty, an undivided interest and
participation in the Obligations owed to the other Lenders so that such excess
payment received shall be applied ratably as among the Lenders in accordance
with their Pro Rata Shares; provided, however, that to the extent that such
excess payment received by the purchasing party is thereafter recovered from it,
those purchases of participations shall be rescinded in whole or in part, as
applicable, and the applicable portion of the purchase price paid therefor shall
be returned to such purchasing party, but without interest except to the

                                      113
<PAGE>

extent that such purchasing party is required to pay interest in connection with
the recovery of the excess payment.

      16.14 AGENCY FOR PERFECTION. Agent hereby appoints each other Lender as
its agent (and each Lender hereby accepts such appointment) for the purpose of
perfecting the Agent's Liens in assets which, in accordance with Article 8 or
Article 9, as applicable, of the Code can be perfected only by possession or
control. Should any Lender obtain possession or control of any such Collateral,
such Lender shall notify Agent thereof, and, promptly upon Agent's request
therefor shall deliver possession or control of such Collateral to Agent or in
accordance with Agent's instructions.

      16.15 PAYMENTS BY AGENT TO THE LENDERS. All payments to be made by Agent
to the Lenders shall be made by bank wire transfer of immediately available
funds pursuant to such wire transfer instructions as each party may designate
for itself by written notice to Agent. Concurrently with each such payment,
Agent shall identify whether such payment (or any portion thereof) represents
principal, premium, fees, or interest of the Obligations.

      16.16 CONCERNING THE COLLATERAL AND RELATED LOAN DOCUMENTS. Each member of
the Lender Group authorizes and directs Agent to enter into this Agreement and
the other Loan Documents. Each member of the Lender Group agrees that any action
taken by Agent in accordance with the terms of this Agreement or the other Loan
Documents relating to the Collateral and the exercise by Agent of its powers set
forth therein or herein, together with such other powers that are reasonably
incidental thereto, shall be binding upon all of the Lenders.

      16.17 FIELD AUDITS AND EXAMINATION REPORTS; CONFIDENTIALITY; DISCLAIMERS
BY LENDERS; OTHER REPORTS AND INFORMATION. By becoming a party to this
Agreement, each Lender:

            (a)   is deemed to have requested that Agent furnish such Lender,
promptly after it becomes available, a copy of each field audit or examination
report (each a "Report" and collectively, "Reports") prepared by Agent, and
Agent shall so furnish each Lender with such Reports,

            (b)   expressly agrees and acknowledges that Agent does not (i) make
any representation or warranty as to the accuracy of any Report, and (ii) shall
not be liable for any information contained in any Report,

            (c)   expressly agrees and acknowledges that the Reports are not
comprehensive audits or examinations, that Agent or other party performing any
audit or examination will inspect only specific information regarding Borrower
and will rely significantly upon the Books, as well as on representations of
Borrower's personnel,

            (d)   agrees to keep all Reports and other material, non-public
information regarding Borrower and its Subsidiaries and their operations,
assets, and existing and contemplated business plans in a confidential manner in
accordance with Section 17.7, and

                                      114
<PAGE>

            (e)   without limiting the generality of any other indemnification
provision contained in this Agreement, agrees: (i) to hold Agent and any other
Lender preparing a Report harmless from any action the indemnifying Lender may
take or fail to take or any conclusion the indemnifying Lender may reach or draw
from any Report in connection with any loans or other credit accommodations that
the indemnifying Lender has made or may make to Borrower, or the indemnifying
Lender's participation in, or the indemnifying Lender's purchase of, a loan or
loans of Borrower, and (ii) to pay and protect, and indemnify, defend and hold
Agent, and any such other Lender preparing a Report harmless from and against,
the claims, actions, proceedings, damages, costs, expenses, and other amounts
(including, attorneys fees and costs) incurred by Agent and any such other
Lender preparing a Report as the direct or indirect result of any third parties
who might obtain all or part of any Report through the indemnifying Lender.

In addition to the foregoing: (x) any Lender may from time to time request of
Agent in writing that Agent provide to such Lender a copy of any report or
document provided by Borrower to Agent that has not been contemporaneously
provided by Borrower to such Lender, and, upon receipt of such request, Agent
promptly shall provide a copy of same to such Lender, (y) to the extent that
Agent is entitled, under any provision of the Loan Documents, to request
additional reports or information from Borrower, any Lender may, from time to
time, reasonably request Agent to exercise such right as specified in such
Lender's notice to Agent, whereupon Agent promptly shall request of Borrower the
additional reports or information reasonably specified by such Lender, and, upon
receipt thereof from Borrower, Agent promptly shall provide a copy of same to
such Lender, and (z) any time that Agent renders to Borrower a statement
regarding the Loan Account, Agent shall send a copy of such statement to each
Lender.

      16.18 SEVERAL OBLIGATIONS; NO LIABILITY. Notwithstanding that certain of
the Loan Documents now or hereafter may have been or will be executed only by or
in favor of Agent in its capacity as such, and not by or in favor of the
Lenders, any and all obligations on the part of Agent (if any) to make any
credit available hereunder shall constitute the several (and not joint)
obligations of the respective Lenders on a ratable basis, according to their
respective Commitments, to make an amount of such credit not to exceed, in
principal amount, at any one time outstanding, the amount of their respective
Commitments. Nothing contained herein shall confer upon any Lender any interest
in, or subject any Lender to any liability for, or in respect of, the business,
assets, profits, losses, or liabilities of any other Lender. Each Lender shall
be solely responsible for notifying its Participants of any matters relating to
the Loan Documents to the extent any such notice may be required, and no Lender
shall have any obligation, duty, or liability to any Participant of any other
Lender. Except as provided in Section 16.7, no member of the Lender Group shall
have any liability for the acts of any other member of the Lender Group. No
Lender shall be responsible to Borrower or any other Person for any failure by
any other Lender to fulfill its obligations to make credit available hereunder,
nor to advance for it or on its behalf in connection with its Commitment, nor to
take any other action on its behalf hereunder or in connection with the
financing contemplated herein.

                                      115
<PAGE>

      16.19 BANK PRODUCT PROVIDERS. Each Bank Product Provider shall be deemed a
party hereto for purposes of any reference in a Loan Document to the parties for
whom Agent is acting; it being understood and agreed that the rights and
benefits of such Bank Product Provider under the Loan Documents consist
exclusively of such Bank Product Provider's right to share in payments and
collections out of the Collateral as more fully set forth herein. In connection
with any such distribution of payments and collections, Agent shall be entitled
to assume no amounts are due to any Bank Product Provider unless such Bank
Product Provider has notified Agent in writing of the amount of any such
liability owed to it prior to such distribution.

      16.20 LEGAL REPRESENTATION OF AGENT. In connection with the negotiation,
drafting, and execution of this Agreement and the other Loan Documents, or in
connection with future legal representation relating to loan administration,
amendments, modifications, waivers, or enforcement of remedies, Paul, Hastings,
Janofsky & Walker LLP ("Paul Hastings") only has represented and only shall
represent WFF in its capacity as Agent and as a Lender. Each other Lender hereby
acknowledges that Paul Hastings does not represent it in connection with any
such matters.

17.   GENERAL PROVISIONS.

      17.1  EFFECTIVENESS. This Agreement shall be binding and deemed effective
when executed by Borrower, Agent, and each Lender whose signature is provided
for on the signature pages hereof.

      17.2  SECTION HEADINGS. Headings and numbers have been set forth herein
for convenience only. Unless the contrary is compelled by the context,
everything contained in each Section applies equally to this entire Agreement.

      17.3  INTERPRETATION. Neither this Agreement nor any uncertainty or
ambiguity herein shall be construed against the Lender Group or Borrower,
whether under any rule of construction or otherwise. On the contrary, this
Agreement has been reviewed by all parties and shall be construed and
interpreted according to the ordinary meaning of the words used so as to
accomplish fairly the purposes and intentions of all parties hereto.

      17.4  SEVERABILITY OF PROVISIONS. Each provision of this Agreement shall
be severable from every other provision of this Agreement for the purpose of
determining the legal enforceability of any specific provision.

      17.5  COUNTERPARTS; ELECTRONIC EXECUTION. This Agreement may be executed
in any number of counterparts and by different parties on separate counterparts,
each of which, when executed and delivered, shall be deemed to be an original,
and all of which, when taken together, shall constitute but one and the same
Agreement. Delivery of an executed counterpart of this Agreement by
telefacsimile or other electronic method of transmission shall be equally as
effective as delivery of an original executed counterpart of this Agreement. Any
party delivering an executed counterpart of this Agreement by telefacsimile or
other electronic method of transmission also shall deliver an original executed
counterpart

                                      116
<PAGE>

of this Agreement but the failure to deliver an original executed counterpart
shall not affect the validity, enforceability, and binding effect of this
Agreement. The foregoing shall apply to each other Loan Document mutatis
mutandis.

      17.6  REVIVAL AND REINSTATEMENT OF OBLIGATIONS. If the incurrence or
payment of the Obligations by Borrower or Guarantor or the transfer to the
Lender Group of any property should for any reason subsequently be declared to
be void or voidable under any state or federal law relating to creditors'
rights, including provisions of the Bankruptcy Code relating to fraudulent
conveyances, preferences, or other voidable or recoverable payments of money or
transfers of property (collectively, a "Voidable Transfer"), and if the Lender
Group is required to repay or restore, in whole or in part, any such Voidable
Transfer, or elects to do so upon the reasonable advice of its counsel, then, as
to any such Voidable Transfer, or the amount thereof that the Lender Group is
required or elects to repay or restore, and as to all reasonable costs,
expenses, and attorneys fees of the Lender Group related thereto, the liability
of Borrower or Guarantor automatically shall be revived, reinstated, and
restored and shall exist as though such Voidable Transfer had never been made.

      17.7  CONFIDENTIALITY. Agent and Lenders each individually (and not
jointly or jointly and severally) agree that material, non-public information
regarding Borrower and its Subsidiaries, their operations, assets, and existing
and contemplated business plans shall be treated by Agent and the Lenders in a
confidential manner, and shall not be disclosed by Agent and the Lenders to
Persons who are not parties to this Agreement, except: (a) to attorneys for and
other advisors, accountants, auditors, and consultants to any member of the
Lender Group, (b) to Subsidiaries and Affiliates of any member of the Lender
Group (including the Bank Product Providers), provided that any such Subsidiary
or Affiliate shall have agreed to receive such information hereunder subject to
the terms of this Section 17.7, (c) as may be required by statute, decision, or
judicial or administrative order, rule, or regulation, (d) as may be agreed to
in advance by Borrower or its Subsidiaries or as requested or required by any
Governmental Authority pursuant to any subpoena or other legal process, (e) as
to any such information that is or becomes generally available to the public
(other than as a result of prohibited disclosure by Agent or the Lenders), (f)
in connection with any assignment, prospective assignment, sale, prospective
sale, participation or prospective participations, or pledge or prospective
pledge of any Lender's interest under this Agreement, provided that any such
assignee, prospective assignee, purchaser, prospective purchaser, participant,
prospective participant, pledgee, or prospective pledgee shall have agreed in
writing to receive such information hereunder subject to the terms of this
Section, and (g) in connection with any litigation or other adversary proceeding
involving parties hereto which such litigation or adversary proceeding involves
claims related to the rights or duties of such parties under this Agreement or
the other Loan Documents. The provisions of this Section 17.7 shall survive for
2 years after the payment in full of the Obligations.

      17.8  INTEGRATION. This Agreement, together with the other Loan Documents,
reflects the entire understanding of the parties with respect to the
transactions contemplated

                                      117
<PAGE>

hereby and shall not be contradicted or qualified by any other agreement, oral
or written, before the date hereof.

      17.9  AMENDMENT AND RESTATEMENT OF EXISTING LOAN AGREEMENT AND EXISTING
SECURITY AGREEMENT. This Agreement constitutes an amendment and restatement of
the Existing Loan Agreement effective on the Closing Date. The execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby are not intended by the parties to be, and shall not constitute, a
novation or an accord and satisfaction of the Obligations or any other
obligations owing under the Existing Loan Agreement and Existing Security
Agreement. On the Closing Date, the terms and conditions thereof described in
the Existing Loan Agreement and Existing Security Agreement shall be amended and
replaced in their entirety by the terms and conditions described herein, and all
obligations of Borrower outstanding as of such date under the Existing Loan
Agreement shall be deemed to be Obligations outstanding hereunder, without
further action by any Person. Each of the parties hereto hereby acknowledges and
agrees that the grant of the security interests in the Collateral pursuant to
Section 4.1 of this Agreement and in any other Loan Document (unless explicitly
agreed to by WFF in writing) is not intended to, nor shall it be construed, as
constituting a release of any prior security interests granted by Borrower in
favor of the Existing Agent in or to any property of Borrower, but is intended
to constitute a restatement and reconfirmation of the prior security interests
granted by Borrower in favor of Existing Agent in and to the collateral and a
grant of a new security interest in any Collateral that is not included in the
prior security grants by Borrower and in favor of Agent to the extent such grant
was not included in the prior security interest grants. Borrower further agrees
that (a) all references in the Existing Loan Agreement (or related loan
documents) to "Credit Agreement" shall mean and include this Agreement, (b) all
references in the Existing Loan Agreement (or related documents) to "Loan
Documents" shall mean and include the Loan Documents (as defined in this
Agreement), and (c) all references in the Existing Loan Agreement (or related
loan documents) to "Obligations" shall mean and include the Obligations (as
defined in this Agreement).

                          [Signature pages to follow.]

                                      118
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed and delivered as of the date first above written.

                                            VI ACQUISITION CORP.,
                                            a Delaware corporation

                                            By:    /s/ Debra Koenig
                                                  ------------------------------
                                            Title: Executive Vice President

                                            VICORP RESTAURANTS, INC.,
                                            a Colorado corporation

                                            By:    /s/ Debra Koenig
                                                  ------------------------------
                                            Title: Chief Executive Officer

                                      119
<PAGE>

                           WELLS FARGO FOOTHILL, INC., a California corporation,
                           as Agent and as a Lender

                           By:     /s/ Rhonda Noell
                                 ------------------------------
                           Title: Senior Vice President

                                      120
<PAGE>

                                    GE CAPITAL FRANCHISE FINANCE CORPORATION,
                                    a Delaware corporation, as a Lender

                                    By:      /s/ Ryan Kress
                                           ------------------------------
                                    Title: Vice President

                                      121
<PAGE>

                                       VECTRA BANK COLORADO,
                                       as a  Lender

                                       By:     /s/ Steven Griffith
                                             ------------------------------
                                       Title: Senior Vice President

                                      122
<PAGE>

                             EXHIBITS AND SCHEDULES
<TABLE>
<S>                       <C>
Exhibit A-1               Form of Assignment and Acceptance
Exhibit C-1               Form of Compliance Certificate
Exhibit L-1               Form of LIBOR Notice

Schedule A-1(a)           Post-Closing Adjustments to TTM EBITDA
Schedule A-1(b)           Monthly Adjusted EBITDA
Schedule A-2              Agent's Account
Schedule C-1              Commitments
Schedule D-1              Designated Account
Schedule P-1              Permitted Liens
Schedule R-1              Real Property Collateral
Schedule 2.7(a)           Concentration Account Banks
Schedule 2.7(b)           Collection Account Banks
Schedule 3.2(b)           Mortgages in Favor of Agent
Schedule 3.2(c)           Best Efforts Assignments
Schedule 3.2(d)           Post Closing Collection Accounts/Control Agreements
Schedule 5.5              Locations of Inventory and Equipment
Schedule 5.7(a)           States of Organization
Schedule 5.7(b)           Chief Executive Offices
Schedule 5.7(c)           Organizational Identification Numbers
Schedule 5.7(d)           Commercial Tort Claims
Schedule 5.8(b)           Capitalization of Borrower
Schedule 5.8(c)           Capitalization of Parent's Subsidiaries
Schedule 5.10             Litigation
Schedule 5.14             Environmental Matters
Schedule 5.16             Intellectual Property
Schedule 5.18             Deposit Accounts and Securities Accounts
Schedule 5.20             Permitted Indebtedness
Schedule 5.22             Credit Card Processors
Schedule 7.13             Affiliate Transactions
</TABLE>

                                      ES-1
<PAGE>

                                 SCHEDULE A-1(a)

                     POST-CLOSING ADJUSTMENTS TO TTM EBITDA

Without duplication and to the extent deducted in the calculation of EBITDA:

      (i)   Management Fees paid or accruing in such period (to the extent not
            added back in a prior period), all as determined in accordance with
            GAAP;

      (ii)  all fees, costs and expenses, including attorneys' fees and fees of
            other professionals in connection with the Acquisition of Midway by
            VI Acquisition, the negotiation and closing of the high yield bond
            offering and subsequent exchange offering (and SEC related costs)
            and the closingof the transactions contemplated by this Agreement;

      (iii) all cash costs incurred in connection with the extinguishment of the
            previous debt, including prepayment penalties, costs to terminate
            derivative contracts, and accelerated write off of deferred
            financing costs paid on the Closing Date and costs to terminate
            derivitative contracts paid after the Closing Date;

      (iv)  cash severance payments and charges incurred in connection with
            redemption or repurchase of options or shares of former employees;

      (v)   transaction costs incurred and paid in such period (to the extent
            expensed) for acquisitions permitted hereunder;

      (vi)  expenses incurred and paid in such period to the extent the Company
            or its Subsidiaries has collected monies from the June 13, 2003
            closing escrow as reimbursements for such expenses; and

      (vii) non-cash charges relating to (1) asset impairment, including
            impairment of intangible assets; (2) compensation and other expense
            in connection with the granting, vesting or exercise of stock
            options or warrants; (3) rental expenses for such period; (4)
            disposals of assets and (5) other non-cash charges subject to
            Agent's approval.

                                      ES-2
<PAGE>

                                 SCHEDULE A-1(b)

                             MONTHLY ADJUSTED EBITDA

                                 [Post- Closing]

                                      ES-3
<PAGE>

                                  SCHEDULE A-2

                                 AGENT'S ACCOUNT

      An account at a bank designated by Agent from time to time as the account
into which Borrower shall make all payments to Agent for the benefit of the
Lender Group and into which the Lender Group shall make all payments to Agent
under this Agreement and the other Loan Documents; unless and until Agent
notifies Borrower and the Lender Group to the contrary, Agent's Account shall be
that certain deposit account bearing account number [...***...] and maintained
by Agent with JPMorgan Chase Bank, 4 New York Plaza, 15th Floor, New York, New
York 10004, ABA #021000021.

* CONFIDENTIAL TREATMENT REQUESTED BY VICORP RESTAURANTS, INC.

                                      ES-4
<PAGE>

                                  SCHEDULE C-1

                                   COMMITMENTS

<TABLE>
<CAPTION>
                                  REVOLVER       TERM LOAN
           LENDER                COMMITMENT      COMMITMENT     TOTAL COMMITMENT
----------------------------   --------------    -----------    ----------------
<S>                            <C>               <C>            <C>
WELLS FARGO FOOTHILL, INC.       $20,000,000     $10,000,000    $     30,000,000
VECTRA BANK COLORADO             $ 5,000,000     $         0    $      5,000,000
GE CAPITAL FRANCHISE FINANCE
CORPORATION                      $ 5,000,000     $ 5,000,000    $     10,000,000
                                 -----------     -----------    ----------------
ALL LENDERS                      $30,000,000     $15,000,000    $     45,000,000
                                 ===========     ===========    ================
</TABLE>

                                      ES-5
<PAGE>

                                  SCHEDULE D-1

                               DESIGNATED ACCOUNT

      Account number [...***...] of Borrower maintained with Borrower's
Designated Account Bank, or such other deposit account of Borrower (located
within the United States) that has been designed as such, in writing, by
Borrower to Agent.

      "Designated Account Bank" means Bank of America, whose office is located
at 555 S. Flower Street, 3rd Floor, CA9-706-03-11, Los Angeles, CA 90071, and
whose ABA number is 111000012.

* CONFIDENTIAL TREATMENT REQUESTED BY VICORP RESTAURANTS, INC.

                                      ES-6
<PAGE>

                                  SCHEDULE P-1

                                 PERMITTED LIENS

<TABLE>
<CAPTION>
                                      SECURED                         DATE                COLLATERAL
JURISDICTION         DEBTOR            PARTY           FILE NUMBER    FILED               DESCRIPTION
-------------------------------------------------------------------------------------------------------------
<S>               <C>              <C>              <C>              <C>          <C>
California,       VICORP           Allied Bakery    9922661012       8/2/99       Financing statement
State             Restaurant       Equipment                                      covering specific leased
                                   Co., Inc.                                      equipment.

Colorado,         VICORP           Toyota Motor     20002090520      10/16/00     Financing statement
State             Restaurants,     Credit Corp.                                   covering two new Toyotas;
                  Inc.                                                            assigned by First Access on
                  VICOM                                                           face of UCC; also reported
                                                                                  in VICOM search

Colorado,         VICORP           Global           20012024246      3/29/01      Financing statement
State             Restaurants,     Financial                                      covering specific copy
                  Inc.             Services                                       equipment pursuant to
                                                                                  Agreement with TotalCopy
                                                                                  Management Agreement

Illinois, State   VICORP           Toyota Motor     4269728          9/19/00      Two New Toyotas;
                  Restaurants      Credit Corp.                                   assigned by First Access on
                  Inc.                                                            initial filing

Minnesota         VICORP           ECOLAB, Inc      2206518          3/2/00       Jackson ES 4000 and ES
State             Restaurants                                                     53610 Dishmachine

Colorado,         VICORP           Toyota Motor     20002090520      10/16/00     Financing statement
State             Restaurants,     Credit Corp.                                   covering two new Toyotas;
                  Inc.                                                            assigned by First Access on
                  VICOM                                                           face of UCC; also reported
                                                                                  in VICORP Restaurants,
                  ("VICOM"                                                        Inc. search
                  searched)
</TABLE>

                                      ES-7
<PAGE>

                                  SCHEDULE R-1

                            REAL PROPERTY COLLATERAL

<TABLE>
<CAPTION>
  PROPERTY    VICORP                                                 MORTGAGE
      #        UNIT            ADDRESS                  TYPE          STATUS                      OTHER
--------------------------------------------------------------------------------------------------------------------
<S>           <C>       <C>                         <C>             <C>                  <C>
   L4         110138    3715 N. Kaspar Ave.         Village Inn     Recorded and sent    To be assigned by SunTrust
                        Flagstaff, AZ               Ground          to Lender
                                                    Lease

   L5         110394    1111 S. Milton Rd           Village Inn     Recorded and sent    To be assigned by SunTrust
                        Flagstaff, AZ               Lease           to Lender

   L6         110329    5959 W. Thunderbird         Village Inn     Sent for recording   To be assigned by SunTrust
                        Glendale, AZ                Lease

   L7         110388    1155 S. Dobson              Village Inn     Sent for recording   To be assigned by SunTrust
                        Mesa, AZ                    Lease

   L11        110134    2510 W. Northern Ave.       Village Inn     Sent for recording   To be assigned by SunTrust
                        Phoenix, AZ                 Lease

   L13        110346    17017 N. 33rd Ave.          Village Inn     Sent for recording   To be assigned by SunTrust
                        4949 E. Bell Rd.            Lease
                        Phoenix, AZ

   L14        110058    6940 E. Indian School Rd.   Village Inn     Sent for recording   To be assigned by SunTrust
                        Scottsdale, AZ              Lease

   L15        110779    17030 N. Scottsdale Rd.     Village Inn     Sent for recording   To be assigned by SunTrust
                        Scottsdale, AZ              Lease

   L16        110718    10652 N. 89th Place         Village Inn     Sent for recording   To be assigned by SunTrust
                        Scottsdale, AZ              Ground
                                                    Lease

   L19        110732    1080 W. Elliot Rd.          Village Inn     Sent for recording   To be assigned by SunTrust
                        Tempe, AZ                   Lease

   L20        110117    6635 East Grant Rd.         Village Inn     Recorded and sent    To be assigned by SunTrust
                        Tucson, AZ                  Lease           to Lender

   L21        110324    6251 N. Oracle Rd.          Village Inn     Sent for recording   To be assigned by SunTrust
                        Tucson, AZ                  Lease

   L25        520522    2110 S. Harbor Blvd.        Bakers Square   Recorded and sent    To be assigned by SunTrust
                        Anaheim, CA                 Lease           to Lender

   L26        520439    13365 E. Lincoln Way        Bakers Square   Recorded Delivered   To be assigned by SunTrust
                        Auburn, CA                  Lease           to Lender

   L27        520469    3939 Ming Ave.              Bakers Square   Recorded Delivered   To be assigned by SunTrust
                        Bakersfield, CA             Lease           to Lender
</TABLE>

                                      ES-8
<PAGE>

<TABLE>
<CAPTION>
 PROPERTY     VICORP                                                 MORTGAGE
    #          UNIT            ADDRESS                  TYPE          STATUS                      OTHER
--------------------------------------------------------------------------------------------------------------------
<S>           <C>       <C>                         <C>             <C>                  <C>
  L29         520466    3360 Castro Valley Blvd.    Bakers Square   Recorded and sent    To be assigned by SunTrust
                        Castro Valley, CA           Lease           to Lender

  L30         520493    12193 Central               Bakers Square   Sent for recording   To be assigned by SunTrust
                        Chino, CA                   Lease

  L31         520524    710 S. Indian Hill Rd.      Bakers Square   Recorded and sent    To be assigned by SunTrust
                        Claremont, CA               Lease           to Lender

  L32         520446    1680 Willow Pass Rd.        Bakers Square   Sent for recording   To be assigned by SunTrust
                        Concord, CA                 Lease

 OLB16        520742    3585 W. Shaw                Bakers Square   Recorded and sent    To be assigned by SunTrust
                        Fresno, CA                  Lease           to Lender

  L37         520485    23515 El Toro Rd.           Bakers Square   Recorded and sent    To be assigned by SunTrust
                        Lake Forest, CA             Lease           to Lender

  L40         520496    1401 Foothill               Bakers Square   Recorded and sent    To be assigned by SunTrust
                        LaVerne, CA                 Lease           to Lender

  L44         520443    165 Los Gatos - Saratoga    Bakers Square   Recorded and sent    To be assigned by SunTrust
                        Rd. Los Gatos, CA           Lease           to Lender

  L47         520495    1322 W. Beverly Blvd.       Bakers Square   Recorded and sent    To be assigned by SunTrust
                        Montebello, CA              Lease           to Lender

  L50         520503    2420 Vineyard Ave.          Bakers Square   Recorded and sent    To be assigned by SunTrust
                        Oxnard, CA                  Lease           to Lender

  L52         520526    1596 N. Palm Canyon         Bakers Square   Recorded and sent    To be assigned by SunTrust
                        Palm Springs, CA            Lease           to Lender

  L54         520494    473 N. Rosemead Blvd.       Bakers Square   Recorded and sent    To be assigned by SunTrust
                        Pasadena, CA                Lease           to Lender

  L55         520690    6770 Santa Rita Rd.         Bakers Square   Recorded and sent    To be assigned by SunTrust
                        Pleasanton, CA              Lease           to Lender

  L58         520480    949 Veteran's Blvd.         Bakers Square   Recorded and sent    To be assigned by SunTrust
                        Redwood City, CA            Lease           to Lender

  L60         520740    301 Rohnert Park            Bakers Square   Recorded and sent    To be assigned by SunTrust
                        Expressway Rohnert Park,    Lease           to Lender
                        CA
</TABLE>

                                      ES-9
<PAGE>

<TABLE>
<CAPTION>
 PROPERTY     VICORP                                                 MORTGAGE
    #          UNIT            ADDRESS                  TYPE          STATUS                      OTHER
--------------------------------------------------------------------------------------------------------------------
<S>           <C>       <C>                         <C>             <C>                  <C>
   L61        520486    2244 Fair Oaks Blvd.        Bakers Square   Recorded and sent    To be assigned by SunTrust
                        Sacramento, CA              Lease           to Lender

   L67        520722    1735 E. Capitol Expressway  Bakers Square   Recorded Delivered   To be assigned by SunTrust
                        San Jose, CA                Lease           to Lender

   L69        520479    1650 Descanso Ave.          Bakers Square   Recorded and sent    To be assigned by SunTrust
                        San Marcos, CA              Lease           to Lender

   L71        520444    1107 Ocean Street           Bakers Square   Recorded and sent    To be assigned by SunTrust
                        Santa Cruz, CA              Lease           to Lender

   L80        520487    1235 Harbor Blvd.           Bakers Square   Recorded and sent    To be assigned by SunTrust
                        West Sacramento, CA         Lease           to Lender

   L81        110078    15395 E. Colfax Ave.        Village Inn     Recording            To be assigned by SunTrust
                        Aurora, CO                  Lease           information only
                                                                    06/19/03 Doc. #
                                                                    C161584

   L82        110777    18601 E. Hampden            Village Inn     Recording            To be assigned by SunTrust
                        Aurora, CO                  Lease           Information only
                                                                    06/20/03 Doc #
                                                                    B131975

   L83        110035    921 S. Havana Street        Village Inn     Recording            To be assigned by SunTrust
                        Aurora, CO                  Lease           Information only
                                                                    06/20/03 Doc #
                                                                    B3131971

  OLB3        110774    6370 Parker Rd.             Village Inn Fee Recording            To be assigned by SunTrust
                        Aurora, CO                                  Information only
                                                                    06/20/03 Reception
                                                                    No. B3131974

   L86        110785    13800 E. Mississippi        Village Inn     Recording            To be assigned by SunTrust
                        Aurora, CO                  Lease           Information only
                                                                    06/20/03 Doc. No.
                                                                    B3131973

   L87        110125    1190 E. First Ave.          Village Inn     Sent for recording   To be assigned by SunTrust
                        Broomfield, CO              Lease

   L94        110772    1430 Harrison Rd.           Village Inn     Recording            To be assigned by SunTrust
                        Colorado Springs, CO        Lease           Information only
                                                                    06/20/03 Doc No.
                                                                    203138541
</TABLE>

                                     ES-10
<PAGE>

<TABLE>
<CAPTION>
 PROPERTY     VICORP                                                 MORTGAGE
     #         UNIT            ADDRESS                  TYPE          STATUS                      OTHER
------------------------------------------------------------------------------------------------------------------------
<S>           <C>       <C>                         <C>             <C>                  <C>
  OLB1        110066    400 West 48th Ave.          Home Office     Sent for recording   To be assigned by SunTrust
                        Denver, CO                  Fee

   L98        110014    1595 S. Colorado Blvd.      Village Inn     Sent for recording   To be assigned by SunTrust
                        Denver, CO                  Lease

  L101         11038    9050 E. Hampden Ave.        Village Inn     Recording            To be assigned by SunTrust
                        Denver, CO                  Lease           Information only
                                                                    06/19/03 Doc. No.
                                                                    2003123116

  L102        110717    4100 E.                     Village Inn     Recorded Delivered   To be assigned by SunTrust
                        Mexico                      Lease           to Lender
                        Denver, CO

  L104        909044    300 W. 53rd Place           Warehouse       Sent for recording   To be assigned by SunTrust
                        Unit D
                        Denver, CO

  L105        110591    23 W. Centennial Blvd.      Village Inn     Sent for recording   To be assigned by SunTrust
                        Littleton, CO               Lease

  L107        110132    3497 S. Wadsworth Blvd.     Village Inn     Delivered but not    To be granted directly to Agent
                        Lakewood, CO                Lease           recorded

  L109        110788    12622 W. Ken Caryl Ave.     Village Inn     Recorded Delivered   To be assigned by SunTrust
                        Littleton, CO               Lease           to Lender

  L113                  531 Silverthorne Lane       Franchise       Sent for recording   To be assigned by SunTrust
                        Silverthorne, CO            Sublease
                                                    (Leasehold
                                                    Interest)

  L114        110025    8370 Sherman Way            Village Inn     Sent for recording   To be assigned by SunTrust
                        Thornton, CO                Lease

  L116        110238    9000 Yukon St.              Village Inn     Recorded Delivered   To be assigned by SunTrust
                        Broomfield (Westminster),   Lease           to Lender
                        CO

  L118        110170    4775 Kipling Street         Village Inn     Recorded Delivered   To be assigned by SunTrust
                        Wheatridge, CO              Lease           to Lender

  L119        110564    825 W. Brandon              Village Inn     Delivered but not    To be granted directly to Agent
                        Brandon, FL                 Lease           recorded

  L123        110158    10140 San Jose Blvd.        Village Inn     Recorded Delivered   To be assigned by SunTrust
                        Jacksonville, FL            Lease           to Lender

  L126        110382    200 S. Third St.            Village Inn     CTT 171 Delivered    To be granted directly to Agent
                        Neptune Beach, FL           Lease           but not recorded
</TABLE>

                                     ES-11
<PAGE>

<TABLE>
<CAPTION>
PROPERTY    VICORP                                              MORTGAGE
   #         UNIT           ADDRESS                TYPE          STATUS                OTHER
-------------------------------------------------------------------------------------------------------
<S>         <C>      <C>                      <C>            <C>             <C>
  L128      110385   900 Ponce de Leon        Village Inn    Recorded        To be assigned by SunTrust
                     Blvd.                    Lease          Delivered to
                     St. Augustine, FL                       Lender

  OLB2      10560    4945 Gulf Blvd.          Village Inn    Loan Policy     To be assigned by SunTrust
                     St. Petersburg, FL       Lease          Delivered

  L129      110153   9107 Fourth St. N.       Village Inn    Recorded        To be assigned by SunTrust
                     St. Petersburg, FL       Lease          Delivered to
                                                             Lender

  L131      110559   3101 U.S. 27 S.          Village Inn    Sent for        To be assigned by SunTrust
                     Sebring, FL              Lease          recording

  L135      220211   4839 W. 111th St.        Bakers         Recorded        To be assigned by SunTrust
                     Alsip, IL                Square         Delivered to
                                              Lease          Lender

  L136      220803   361 S. Bolingbrook Dr.   Bakers         Recorded        To be assigned by SunTrust
                     Bolingbrook, IL          Square         Delivered to
                                              Lease          Lender

  L137      220724   1315 Armour Rd.          Bakers         Recorded        To be assigned by SunTrust
                     Bradley (Bourbonnais),   Square         Delivered to
                     IL                       Lease          Lender

  L138      220200   4849 W. 79th Street      Bakers         Recorded        To be assigned by SunTrust
                     Burbank, IL              Square         Delivered to
                                              Lease          Lender

 OLB19      790247   1512 N. Neil Street      CLOSED         Recorded        To be assigned by SunTrust
                     Champaign, IL            RESTAURANT     Delivered to
                                              FEE            Lender

  OLB8      220185   3649 North Harlem Ave.   Bakers         Recorded        To be assigned by SunTrust
                     Chicago, IL              Square Fee     Delivered to
                                                             Lender

  L142      220685   5689 NW Highway          Bakers         Recorded        To be assigned by SunTrust
                     Crystal Lake, IL         Square         Delivered to
                                              Ground         Lender
                                              Lease

 OLB10      220203   7131 N. Western Ave.     Bakers         Recorded        To be assigned by SunTrust
                     Chicago, IL              Square Fee     Delivered to
                                                             Lender

  L143      220186   560 Waukegan Rd.         Bakers         Recorded        To be assigned by SunTrust
                     Deerfield, IL            Square         Delivered to
                                              Lease          Lender

 OLB15      220809   131 N. Annie Glidden     Bakers         Recorded        To be assigned by SunTrust
                     Rd.                      Square         Delivered to
                     DeKalb, IL               Lease          Lender

  L144      220216   3000 Oak Grove Rd.       Bakers         Sent for        To be assigned by SunTrust
                     Downers Grove, IL        Square         recording
                                              Lease

  L145      220675   1800 Oakton St.          Bakers         Recorded        To be assigned by SunTrust
                     Elk Grove Village, IL    Square Lease   Delivered to
                                                             Lender
</TABLE>

                                     ES-12
<PAGE>

<TABLE>
<CAPTION>
PROPERTY    VICORP                                              MORTGAGE
   #         UNIT           ADDRESS                TYPE          STATUS                OTHER
-------------------------------------------------------------------------------------------------------
<S>         <C>      <C>                      <C>            <C>             <C>
  L147      220232   2130 Bloomingdale Rd.    Bakers         Sent for        To be assigned by SunTrust
                     Glendale Heights, IL     Square         recording
                                              Lease

  L148      220666   6340 Grand Ave.          Bakers         Recorded        To be assigned by SunTrust
                     Gurnee, IL               Square         Delivered to
                                              Lease          Lender

  L149      220694   7600 N. Barrington Rd.   Bakers         Recorded        To be assigned by SunTrust
                     Hanover Park, IL         Square         Delivered to
                                              Ground         Lender
                                              Lease

  L150      220192   790 W. Higgins Rd.       Bakers Square  Recorded        To be assigned by SunTrust
                     Hoffman Estates, IL      Lease          Delivered to
                                                             Lender

  L151      220215   18849 Dixie Highway      Bakers Square  Recorded        To be assigned by SunTrust
                     Homewood, IL             Lease          Delivered to
                                                             Lender

 OLB11      220212   2211 W. Jefferson St.    Bakers Square  Recorded        To be assigned by SunTrust
                     Joliet, IL               Fee            Delivered to
                                                             Lender

  L152      220206   942 S. LaGrange Rd.      Bakers Square  Recorded        To be assigned by SunTrust
                     LaGrange, IL             Lease          Delivered to
                                                             Lender

  L153      220199   3545 Ridge Rd.           Bakers Square  Recorded        To be assigned by SunTrust
                     Lansing, IL              Lease          Delivered to
                                                             Lender

  L154      220188   1195 S. Milwaukee Ave.   Bakers Square  Recorded        To be assigned by SunTrust
                     Libertyville, IL         Lease          Delivered to
                                                             Lender

  L155      220226   4721 Lincoln Mall Dr.    Bakers Square  Recorded        To be assigned by SunTrust
                     Matteson, IL             Lease          Delivered to
                                                             Lender

  L156      220673   1319 W. North Ave.       Bakers Square  Recorded        To be assigned by SunTrust
                     Melrose Park, IL         Lease          Delivered to
                                                             Lender

  L160      220674   13 W. Rand Rd.           Bakers Square  Recorded        To be assigned by SunTrust
                     Mount Prospect, IL       Lease          Delivered to
                                                             Lender

  L161      220190   850 Ogden Ave.           Bakers Square  Sent for        To be assigned by SunTrust
                     Naperville, IL           Lease          recording

  L162      220693   796 S. Route 59          Bakers Square  Sent for        To be assigned by SunTrust
                     Naperville, IL           Ground Lease   recording

  L163      220180   8584 Dempster St.        Bakers Square  Recorded        To be assigned by SunTrust
                     Niles, IL                Lease          Delivered to
                                                             Lender
</TABLE>

                                     ES-13
<PAGE>

<TABLE>
<CAPTION>
PROPERTY    VICORP                                              MORTGAGE
   #         UNIT           ADDRESS                TYPE          STATUS                OTHER
-------------------------------------------------------------------------------------------------------
<S>         <C>      <C>                      <C>             <C>            <C>
  L164      220730   321 S. Veteran's Pkwy    Bakers Square   Record         To be assigned by SunTrust
                     Normal, IL               Lease           Information
                                                              only 06/25/03
                                                              File No.
                                                              2003-00030641

  L166      220805   15711 S. Harlem Orland   Insert "B"      Recorded       To be assigned by SunTrust
                     Park, IL                 Bakers Square   Delivered to
                                              Ground Lease    Lender

 OLB23      8129724  16426 S. Kedvale         Vacant Land -   Recorded       To be assigned by SunTrust
                     (Kedzie), Oak Forest IL  Fee - Adjacent  Delivered to
                                              to Commissary   Lender

 OLB21      800358   16425 S. Kilbourn        Commissary      Recorded       To be assigned by SunTrust
                     Oak Forest, IL           Vicom           Delivered to
                                              Production      Lender
                                              Division - Fee

  L167      220672   14651 S. LaGrange Rd.    Bakers Square   Recorded       To be assigned by SunTrust
                     Orland Park, IL          Lease           Delivered to
                                                              Lender

  L168      220209   270 E. Northwest         Bakers Square   Recorded       To be assigned by SunTrust
                     Highway                  Lease           Delivered to
                     Palatine, IL                             Lender

  L140      220228   7105 Cherry Vale Blvd.   Bakers Square   Sent for       To be assigned by SunTrust
                     Rockford, IL             Lease           recording

  L170      220205   1755 Algonquin Rd.       Bakers Square   Recorded       To be assigned by SunTrust
                     Rolling Meadows, IL      Lease           Delivered to
                                                              Lender

  L171      220210   1510 E. Main St.         Bakers Square   Sent for       To be assigned by SunTrust
                     St. Charles, IL          Lease           recording

  L172      220729   3434 Freedom Dr.         Bakers Square   Recorded       To be assigned by SunTrust
                     Springfield, IL          Lease           Delivered to
                                                              Lender

  L173      220184   298A W. Roosevelt Rd.    Bakers Square   Sent for       To be assigned by SunTrust
                     Villa Park, IL           Lease           recording

  L174      220181   420 E. Ogden Ave.        Bakers Square   Sent for       To be assigned by SunTrust
                     Westmont, IL             Lease           recording

  L176      220214   110 W. Geneva Rd.        Bakers Square   Sent for       To be assigned by SunTrust
                     Wheaton, IL              Lease           recording
</TABLE>

                                     ES-14
<PAGE>

<TABLE>
<CAPTION>
PROPERTY    VICORP                                              MORTGAGE
   #         UNIT           ADDRESS                TYPE          STATUS                OTHER
-------------------------------------------------------------------------------------------------------
<S>         <C>      <C>                      <C>             <C>            <C>
  L177      220187   7409 S. Kingery          Bakers Square   Recorded       To be assigned by SunTrust
                     Highway                  Lease           Delivered to
                     Willowbrook, IL                          Lender

  L178      220194   200 Skokie Blvd.         Bakers Square   Recorded       To be assigned by SunTrust
                     Wilmette, IL             Lease           Delivered to
                                                              Lender

  L179      220208   8140 Mississippi St.     Bakers Square   Recorded       To be assigned by SunTrust
                     Merrillville, IN         Lease           Delivered to
                                                              Lender

  L180      110828   5250 Franklin Street     Village Inn     Recorded       To be assigned by SunTrust
                     Michigan City, IN        Lease           Delivered to
                                                              Lender

  L182      220700   1675 U.S. Highway 41     Bakers Square   Delivered but  To be granted directly to
                     Schererville, IN         Lease           not recorded   Agent

  L184      110789   1024 E. First St.        Village Inn     Recorded       To be assigned by SunTrust
                     Ankeny, IA               Ground Lease    Delivered to
                                                              Lender

  L185      110097   1210 State St.           Village Inn     Recorded       To be assigned by SunTrust
                     Bettendorf, IA           Lease           Delivered to
                                                              Lender

  L190      110778   2800 Commerce Dr.        Village Inn     Recorded       To be assigned by SunTrust
                     Coralville, IA           Lease           Delivered to
                                                              Lender

  L192      110786   1906 Rue St.             Village Inn     Recorded       To be assigned by SunTrust
                     Council Bluffs, IA       Lease           Delivered to
                                                              Lender

  L194      110775   5239 Elmore Ave.         Village Inn     Sent for       To be assigned by SunTrust
                     Davenport, IA            Lease           recording

  L198      220179   3121 Ingersoll Ave.      Bakers Square   Sent for       To be assigned by SunTrust
                     Des Moines, IA           Lease           recording

  L199      220173   4107 Merle Hay Rd.       Bakers Square   Recorded       To be assigned by SunTrust
                     Des Moines, IA           Lease           Delivered to
                                                              Lender

  L202      110793   8510 Birchwood Ct.       Village Inn     Recorded       To be assigned by SunTrust
                     Johnston, IA             Lease           Delivered to
                                                              Lender

  L205      220229   825 Bowers St.           Bakers Square   Recorded       To be assigned by SunTrust
                     Birmingham, MI           Lease           Delivered to
                                                              Lender

  L206      220225   5946 Sheldon Rd.         Bakers Square   Recorded       To be assigned by SunTrust
                     Canton Township, MI      Lease           Delivered to
                                                              Lender
</TABLE>

                                     ES-15
<PAGE>

<TABLE>
<CAPTION>
PROPERTY    VICORP                                              MORTGAGE
   #         UNIT           ADDRESS                TYPE          STATUS                OTHER
-------------------------------------------------------------------------------------------------------
<S>         <C>      <C>                      <C>             <C>            <C>
  L207      220726   29622 Seven Mile Rd.     Bakers Square   Delivered but  To be granted directly to
                     Livonia, MI              Ground Lease    not recorded   Agent

 OLB13      220720   5575 Greenfield Rd.      Bakers Square   Recorded       To be assigned by SunTrust
                     Dearborn, MI             Lease           Delivered to
                                                              Lender

 OLB14      220721   22373 Eureka Rd.         Bakers Square   Recorded       To be assigned by SunTrust
                     Taylor, MI               Lease           Delivered to
                                                              Lender

  L209      220230   13602 14 Mile Rd.        Bakers Square   Recorded       To be assigned by SunTrust
                     Warren, MI               Lease           Delivered to
                                                              Lender

  L210      220697   36101 Warren Rd.         Bakers Square   Delivered but  To be granted directly to
                     Westland, MI             Ground Lease    not recorded   Agent

  L212      220221   221 Highway 10           Bakers Square   Sent for       To be assigned by SunTrust
                     Blaine, MN               Lease           recording

  L213      220202   611 W. 98th St.          Bakers Square   Sent for       To be assigned by SunTrust
                     Bloomington, MN          Lease           recording

  L214      220652   8000 Brooklyn Blvd.      Bakers Square   Recording      Copy of recorded Mortgage
                     Brooklyn Park, MN        Lease           Information    delivered; to be assigned
                                                              only 06/25/03  by SunTrust
                                                              Doc.
                                                              No. 8299259

  L215      220218   14201 Burngarten Dr.     Bakers Square   Recorded       To be assigned by SunTrust
                     Burnsville, MN           Lease           Delivered to
                                                              Lender

 OLB22      800679   300 Lake Hazeltine Dr.   Vicom           Recorded       To be assigned by SunTrust
                     Chaska, MN               Production      Delivered to
                                              Division -      Lender
                                              Frozen Pie
                                              Production
                                              Facility Fee

  L217      220711   12951 Riverdale          Bakers Square   Sent for       To be assigned by SunTrust
                     Crossing                 Lease           recording
                     Coon Rapids, MN

  L219      220650   928 Prairie Center Dr.   Bakers Square   Sent for       Executed copy of Leasehold
                     Eden Prairie, MN         Lease           recording      Mortgage delivered.
                                                                             Recording in process -
                                                                             Ramsey County; to be
                                                                             assigned by SunTrust
</TABLE>

                                     ES-16
<PAGE>

<TABLE>
<CAPTION>
PROPERTY    VICORP                                              MORTGAGE
   #         UNIT           ADDRESS                TYPE          STATUS                OTHER
-------------------------------------------------------------------------------------------------------
<S>         <C>      <C>                      <C>             <C>            <C>
  OLB4      220174   210 North Blake Rd.      Bakers Square   Recording      To be assigned by SunTrust
                     Hopkins, MN              Fee             Information
                                                              only 06/26/03
                                                              Doc.
                                                              No. 3638823

  L220      220714   1861 Madison Ave.        Bakers Square   Sent for       To be assigned by SunTrust
                     Mankato, MN              Lease           recording

  L221      220702   13950 Grove Dr.          Bakers Square   Recorded       To be assigned by SunTrust
                     Maple Grove, MN          Lease           Delivered to
                                                              Lender

  L223      220688   2425 University Ave.     Bakers Square   Delivered but  To be granted directly to
                     S.E.                     Ground Lease    not recorded   Agent
                     Minneapolis, MN

  L224      220182   12608 Wayzata Blvd.      Bakers Square   Sent for       To be assigned by SunTrust
                     Minnetonka, MN           Lease           recording

  L227      220703   819 Apache Ln. S.W.      Bakers Square   Sent for       To be assigned by SunTrust
                     Rochester, MN            Lease           recording

  L228      220689   3539 - 22nd Ave. N.W.    Bakers Square   Sent for       To be assigned by SunTrust
                     Rochester, MN            Lease           recording

  L229      220197   1881 W. Highway 36       Bakers Square   Recorded       To be assigned by SunTrust
                     Roseville, MN            Lease           Delivered to
                                                              Lender

  OLB5      220175   3701 Stinson Blvd.       Bakers Square   Recorded       To be assigned by SunTrust
                     St.  Anthony Village,    Lease           Information
                     MN 22075                                 only 08/08/03
                                                              Doc.
                                                              No. 3656836

  OLB6      220177   2239 Ford Parkway        Bakers Square   Recorded       To be assigned by SunTrust
                     St. Paul, MN 55116       Fee D154        Delivered to
                                                              Lender

 OLB12      220213   1751 Suburban Ave.       Bakers Square   Recorded       To be assigned by SunTrust
                     St. Paul, MN             Lease           Delivered to
                                                              Lender

  OLB7      220183   1949 S. Robert St.       Bakers Square   Recorded       To be assigned by SunTrust
                     St. Paul, MN             Lease           Delivered to
                                                              Lender

  L231      220701   14130 N. 60th St.        Bakers Square   Sent for       To be assigned by SunTrust
                     Stillwater, MN           Lease           recording

  L233      110013   309 N. Fort Crook Rd.    Village Inn     Sent for       To be assigned by SunTrust
                     Bellevue, NE             Lease           recording
</TABLE>

                                     ES-17
<PAGE>

<TABLE>
<CAPTION>
PROPERTY    VICORP                                              MORTGAGE
   #         UNIT           ADDRESS                TYPE          STATUS                OTHER
-------------------------------------------------------------------------------------------------------
<S>         <C>      <C>                      <C>             <C>            <C>
  L235      110045   6555 O Street            Village Inn     Sent for       To be assigned by SunTrust
                     Lincoln, NE              Lease           recording

  L236      110416   5001 Van Dorn            Village Inn     Sent for       To be assigned by SunTrust
                     Lincoln, NE              Lease           recording

  L238      110780   7101 S. 27th St.         Village Inn     Sent for       To be assigned by SunTrust
                     Lincoln, NE              Lease           recording

  L241      110008   4416 Dodge St.           Village Inn     Sent for       To be assigned by SunTrust
                     Omaha, NE                Lease           recording

  L242      110787   7837 Dodge St.           Village Inn     Sent for       To be assigned by SunTrust
                     Omaha, NE                Lease           recording

  L243      110131   5425 L St.               Village Inn     Sent for       To be assigned by SunTrust
                     Omaha, NE                Lease           recording

  L244      110046   10770 M St.              Village Inn     Sent for       To be assigned by SunTrust
                     Omaha, NE                Lease           recording

  L248      110801   3839 N. 138th St.        Village Inn     Sent for       To be assigned by SunTrust
                     Omaha, NE                Ground Lease    recording

  L249      110719   3304 S. 143rd Plaza      Village Inn     Delivered but  To be granted directly to
                     Omaha, NE                Ground Lease    not recorded   Agent

  L252      110004   5505 Central Ave., NE    Village Inn     Sent for       To be assigned by SunTrust
                     Albuquerque, NM          Lease           recording

  L253      110743   1514 Coors Blvd., NW     Village Inn     Recorded       To be assigned by SunTrust
                     Albuquerque, NM          Lease           Delivered to
                                                              Lender

  L254      110635   840 Juan Tabo, SE        Village Inn     Recorded       To be assigned by SunTrust
                     Albuquerque, NM          Lease           Delivered to
                                                              Lender

  L255      110068   2017 Menaul Blvd., NE    Village Inn     Recorded       To be assigned by SunTrust
                     Albuquerque, NM          Lease           Delivered to
                                                              Lender

  L256      110106   6300 San Mateo Blvd.,    Village Inn     Sent for       To be assigned by SunTrust
                     NE                       Lease           recording
                     Albuquerque, NM

  L257      110080   2282 Wyoming Blvd., NE   Village Inn     Sent for       To be assigned by SunTrust
                     Albuquerque, NM          Lease           recording

  L258      110164   2340 Yale Blvd., SE      Village Inn     Sent for       To be assigned by SunTrust
                     Albuquerque, NM          Lease           recording

 OLB18      700759   1741 Rio Rancho Rd.      Franchise       Sent for       To be assigned by SunTrust
                     Rio Rancho, NM           Sublease        recording
                                              (Leasehold
                                              Interest)

  L261      220220   1280 Independence Ave.   Bakers Square   Delivered but  To be granted directly to
                     Akron, OH                Lease           not recorded   Agent
</TABLE>

                                     ES-18
<PAGE>

<TABLE>
<CAPTION>
PROPERTY    VICORP                                              MORTGAGE
   #         UNIT           ADDRESS                TYPE          STATUS                OTHER
-------------------------------------------------------------------------------------------------------
<S>         <C>      <C>                      <C>             <C>            <C>
  L262      220231   60 Severance Cir. Dr.    Bakers Square   Recorded       To be assigned by SunTrust
                     Cleveland Heights, OH    Lease           Delivered to
                                                              Lender

  L263      220820   1201 N. Court St.        Bakers Square   Recorded       To be assigned by SunTrust
                     Medina, OH               Lease           Delivered to
                                                              Lender

 L 264      220217   7800 Plaza Blvd.         Bakers Square   Recorded       To be assigned by SunTrust
                     Mentor, OH               Lease           Delivered to
                                                              Lender

 L 265      220227   24025 Lorain Rd.         Bakers Square   Recorded       To be assigned by SunTrust
                     North Olmsted, OH        Lease           Delivered to
                                                              Lender

 L 266      220219   4680 Northfield Rd.      Bakers Square   Recorded       To be assigned by SunTrust
                     North Randall, OH        Lease           Delivered to
                                                              Lender

 L 267      220223   7011 - 130th St.         Bakers Square   Recorded       To be assigned by SunTrust
                     Parma Heights, OH        Lease           Delivered to
                                                              Lender

 L 268      220222   28601 28801              Bakers Square   Recorded       To be assigned by SunTrust
                     Chardon Rd.              Lease           Delivered to
                     Willoughby Hills, OH                     Lender

  L272      790139   2301 N. Ben Jordan       SUBLEASE        Recorded       To be assigned by SunTrust
                     Victoria, TX             TERMINATED      Delivered to
                                              08/28/03        Lender

  L274      110081   450 E. 1100 N.           Village Inn     Recorded       To be assigned by SunTrust
                     North Salt Lake City,    Lease           Delivered to
                     UT                                       Lender

  L275      110750   322 - 12th St.           Village Inn     Sent for       To be assigned by SunTrust
                     Ogden, UT                Lease           recording

  L276      110119   212 E. 1300 S.           Village Inn     Recorded       To be assigned by SunTrust
                     Orem, UT                 Lease           Delivered to
                                                              Lender

  L278      110784   1780 W. 5600 S.          Village Inn     Recorded       To be assigned by SunTrust
                     Roy, UT                  Lease           Delivered to
                                                              Lender

  L279      110002   2929 S. State St.        Village Inn     Recorded       To be assigned by SunTrust
                     Salt Lake City, UT       Lease           Delivered to
                                                              Lender

  L280      110076   910 E. Fourth S.         Village Inn     Sent for       To be assigned by SunTrust
                     Salt Lake City, UT       Lease           recording

  L282      110085   4681 S. Redwood Rd.      Village Inn     To be          Legal Description/PIN
                     Taylorsville, UT         Lease           delivered      number discrepancy; to be
                                                                             granted directly to Agent
</TABLE>

                                     ES-19
<PAGE>

<TABLE>
<CAPTION>
PROPERTY    VICORP                                              MORTGAGE
   #         UNIT           ADDRESS                TYPE          STATUS                OTHER
-------------------------------------------------------------------------------------------------------
<S>         <C>      <C>                      <C>             <C>            <C>
 OLB17      700234   313 Independence Rd.     Franchise       Sent for       To be assigned by SunTrust
                     Virginia Beach, VA       Sublease        recording

  L286      220731   1190 N. Casaloma Dr.     Bakers Square   Recorded       To be assigned by SunTrust
                     Appleton, WI             Ground Lease    Delivered to
                                                              Lender

  L288      220245   15300 E. Bluemound       Bakers Square   Recorded       To be assigned by SunTrust
                     Elm Grove, WI            Lease           Delivered to
                                                              Lender

  L289      220198   4900 S. 76th St.         Bakers Square   Recorded       To be assigned by SunTrust
                     Greenfield, WI           Lease           Delivered to
                                                              Lender

  OLB9      220201   7320 W. Goodhope Rd.     Bakers Square   Recorded       To be assigned by SunTrust
                     Milwaukee, WI            Fee Lease       Delivered to
                                                              Lender

  L290      220727   1227 Crossing            Bakers Square   Delivered but  To be granted directly to
                     Meadow Dr.               Lease           not recorded   Agent
                     Onalaska, WI

 L 291      220195   1305 E. Capital Dr.      Bakers Square   Recorded       To be assigned by SunTrust
                     Shorewood, WI            Lease           Delivered to
                                                              Lender

 L 292      220196   10200 W. National Ave.   Bakers Square   Recorded       To be assigned by SunTrust
                     West Allis, WI           Lease           Delivered to
                                                              Lender
</TABLE>

                                     ES-20
<PAGE>

                                 SCHEDULE 2.7(a)

                           CONCENTRATION ACCOUNT BANKS

<TABLE>
<CAPTION>
                       ACCOUNT
     BANK              NUMBER              ADDRESS
---------------------------------------------------------------------
<S>                  <C>              <C>
Bank of America      [...***...]      555 S. Flower Street, 3rd Floor
                                      CA9-706-03-11
                                      Los Angeles, CA 90071
</TABLE>

* CONFIDENTIAL TREATMENT REQUESTED BY VICORP RESTAURANTS, INC.

                                     ES-21
<PAGE>

                                 SCHEDULE 2.7(b)

                            COLLECTION ACCOUNT BANKS

<TABLE>
<CAPTION>
                                                  ACCOUNT
               BANK                                NUMBER                  ADDRESS
--------------------------------------------------------------------------------------------------
<S>                                              <C>              <C>
Wells Fargo - Corporate Depository               [...***...]      1740 Broadway
                                                                  Denver, CO  80274
Fifth Third Bank - Corporate Depository          [...***...]      38 Fountain Square Plaza
                                                                  MD 109046
                                                                  Cincinnati, OH  45202
Bank of America - CA                             [...***...]      555 S. Flower Street, 3rd Floor
                                                                  CA9-706-03-11
                                                                  Los Angeles, CA  90071
LaSalle Bank                                     [...***...]      135 S. LaSalle St., Suite 515
                                                                  Chicago, IL 60603
National City Bank - MI/IL                       [...***...]      155 E. Broad Street
                                                                  Columbus, OH  43251-0077
National City Bank - Ohio                        [...***...]      155 E. Broad Street
                                                                  Columbus, OH  43251-0077
US Bank                                          [...***...]      918 17th Street, 4th Floor
                                                                  DN-CO-BB4A
                                                                  Denver, CO  55402
Wells Fargo                                      [...***...]      1740 Broadway
                                                                  Denver, CO  80274
First State Bank (VILLAGE INN PANCAKE            [...***...]      P.O. Box 3686
HOUSE OF ALBUQUERQUE, INC.)                                       Albuquerque, NM  87190-3686
Bank of America - FL                             [...***...]      555 S. Flower Street, 3rd Floor
                                                                  CA9-706-03-11
                                                                  Los Angeles, CA  90071
Great Lakes Bank                                 [...***...]      18106 Dixie Hwy
                                                                  Homewood, IL  60430
Canon National Bank                              [...***...]      2101 Fremont Drive
                                                                  P.O. Box 829
                                                                  Canon City, CO  81215
Clinton National Bank                            [...***...]      235 6th Ave. South
                                                                  Clinton, IA  52733
</TABLE>

* CONFIDENTIAL TREATMENT REQUESTED BY VICORP RESTAURANTS, INC.

                                     ES-22
<PAGE>

<TABLE>
<CAPTION>
                                               ACCOUNT
            BANK                               NUMBER                  ADDRESS
----------------------------------------------------------------------------------------------
<S>                                          <C>              <C>
Commerce Bank                                [...***...]      15305 E. Colfax Ave.
                                                              Aurora, CO  80011
First Bank and Trust of Illinois             [...***...]      300 E. Northwest Hwy
                                                              Palatine, IL  60067
First National Bank of Illinois              [...***...]      2108 W. Jefferson
                                                              Joliet, IL  60435
First National Bank of Strasburg             [...***...]      120 S. Wilcox Street
                                                              Castle Rock, CO  80104
Harris Bank                                  [...***...]      4 Blanchard Circle
                                                              Wheaton, IL 60187
KeyBank                                      [...***...]      1675 Broadway, 5th Floor
                                                              Denver, CO  80202
Mid State Bank                               [...***...]      91 W. Highway 246 & Central Ave
                                                              Buelton, CA  93427
National City Bank - IN                      [...***...]      155 E. Broad Street
                                                              Columbus, OH  43251-0077
Nebraska State Bank                          [...***...]      3211 N. 90th Street
                                                              Omaha, NE  68134
Peoples National Bank                        [...***...]      1899 Woodmore Dr.
                                                              Monument, CO  80132
</TABLE>

* CONFIDENTIAL TREATMENT REQUESTED BY VICORP RESTAURANTS, INC.

                                     ES-23
<PAGE>

                                 SCHEDULE 3.2(b)

                           MORTGAGES IN FAVOR OF AGENT

<TABLE>
<CAPTION>
PROPERTY     VICORP
   #          UNIT                  ADDRESS                             TYPE
-------------------------------------------------------------------------------------------
<S>          <C>            <C>                               <C>
 L107        110132         3497 S. Wadsworth Blvd.           Village Inn Lease
                            Lakewood, CO
 L119        110564         825 W. Brandon                    Village Inn Lease
                            Brandon, FL
 L126        110382         200 S. Third St.                  Village Inn Lease
                            Neptune Beach, FL
 L182        220700         1675 U.S. Highway 41              Bakers Square Lease
                            Schererville, IN
 L207        220726         29622 Seven Mile Rd.              Bakers Square Ground Lease
                            Livonia, MI
 L210        220697         36101 Warren Rd.                  Bakers Square Ground Lease
                            Westland, MI
 L223        220688         2425 University Ave. S.E.         Bakers Square Ground Lease
                            Minneapolis, MN
 L249        110719         3304 S. 143rd Plaza               Village Inn Ground Lease
                            Omaha, NE
 L261        220220         1280 Independence Ave.            Bakers Square Lease
                            Akron, OH
 L282        110085         4681 S. Redwood Rd.               Village Inn Lease
                            Taylorsville, UT
 L290        220727         1227 Crossing Meadow Dr.          Bakers Square Lease
                            Onalaska, WI
</TABLE>

                                         ES-24
<PAGE>

                                 SCHEDULE 3.2(c)

                            BEST EFFORTS ASSIGNMENTS

<TABLE>
<CAPTION>
PROPERTY       VICORP
   #            UNIT             ADDRESS                         TYPE
----------------------------------------------------------------------------------
<S>            <C>         <C>                            <C>
  L6           110329      5959 W. Thunderbird            Village Inn Lease
                           Glendale, AZ
  L7           110388      1155 S. Dobson                 Village Inn Lease
                           Mesa, AZ
  L11          110134      2510 W. Northern Ave.          Village Inn Lease
                           Phoenix, AZ
  L13          110346      17017 N. 33rd Ave.             Village Inn Lease
                           4949 E. Bell Rd.
                           Phoenix, AZ
  L14          110058      6940 E. Indian School Rd.      Village Inn Lease
                           Scottsdale, AZ
  L15          110779      17030 N. Scottsdale Rd.        Village Inn Lease
                           Scottsdale, AZ
  L16          110718      10652 N. 89th Place            Village Inn Ground Lease
                           Scottsdale, AZ
  L19          110732      1080 W. Elliot Rd.             Village Inn Lease
                           Tempe, AZ
  L21          110324      6251 N. Oracle Rd.             Village Inn Lease
                           Tucson, AZ
  L30          520493      12193 Central                  Bakers Square Lease
                           Chino, CA
  L32          520446      1680 Willow Pass Rd.           Bakers Square Lease
                           Concord, CA
  L50          520503      2420 Vineyard Ave.             Bakers Square Lease
                           Oxnard, CA
  L87          110125      1190 E. First Ave.             Village Inn Lease
                           Broomfield, CO
  L104         909044      300 W. 53rd Place              Warehouse
                           Unit D
                           Denver, CO
</TABLE>

                                     ES-25
<PAGE>

<TABLE>
<CAPTION>
PROPERTY       VICORP
   #            UNIT              ADDRESS                        TYPE
----------------------------------------------------------------------------------
<S>            <C>         <C>                            <C>
 L105          110591      23 W. Centennial Blvd.         Village Inn Lease
                           Littleton, CO
 L114          110025      8370 Sherman Way               Village Inn Lease
                           Thornton, CO
 L131          110559      3101 U.S. 27 S.                Village Inn Lease
                           Sebring, FL
 L219          220650      928 Prairie Center Dr.         Bakers Square Lease
                           Eden Prairie, MN
 L233          110013      309 N. Fort Crook Rd.          Village Inn Lease
                           Bellevue, NE
 L235          110045      6555 O Street                  Village Inn Lease
                           Lincoln, NE
 L236          110416      5001 Van Dorn                  Village Inn Lease
                           Lincoln, NE
 L238          110780      7101 S. 27th St.               Village Inn Lease
                           Lincoln, NE
 L241          110008      4416 Dodge St.                 Village Inn Lease
                           Omaha, NE
 L242          110787      7837 Dodge St.                 Village Inn Lease
                           Omaha, NE
 L243          110131      5425 L St.                     Village Inn Lease
                           Omaha, NE
 L244          110046      10770 M St.                    Village Inn Lease
                           Omaha, NE
 L248          110801      3839 N. 138th St.              Village Inn Ground Lease
                           Omaha, NE
 L252          110004      5505 Central Ave., NE          Village Inn Lease
                           Albuquerque, NM
 L256          110106      6300 San Mateo Blvd., NE       Village Inn Lease
                           Albuquerque, NM
 L257          110080      2282 Wyoming Blvd., NE         Village Inn Lease
                           Albuquerque, NM
</TABLE>

                                     ES-26
<PAGE>

<TABLE>
<CAPTION>
PROPERTY       VICORP
   #            UNIT             ADDRESS                            TYPE
-------------------------------------------------------------------------------------------------
<S>            <C>         <C>                            <C>
  L258         110164      2340 Yale Blvd., SE            Village Inn Lease
                           Albuquerque, NM
 OLB18         700759      1741 Rio Rancho Rd.            Franchise Sublease (Leasehold Interest)
                           Rio Rancho, NM
 OLB17         700234      313 Independence Rd.           Franchise Sublease
                           Virginia Beach, VA
</TABLE>

                                     ES-27
<PAGE>

                                 SCHEDULE 3.2(d)

               POST-CLOSING COLLECTION ACCOUNTS/CONTROL AGREEMENTS

<TABLE>
<CAPTION>
                                               ACCOUNT
          BANK                                  NUMBER                  ADDRESS
-----------------------------------------------------------------------------------------
<S>                                          <C>                 <C>
Great Lakes Bank                             [...***...]         18106 Dixie Hwy
                                                                 Homewood, IL  60430
Canon National Bank                          [...***...]         2101 Fremont Drive
                                                                 P.O. Box 829
                                                                 Canon City, CO  81215
Clinton National Bank                        [...***...]         235 6th Ave. South
                                                                 Clinton, IA  52733
First Bank and Trust of Illinois             [...***...]         300 E. Northwest Hwy
                                                                 Palatine, IL  60067
First National Bank of Illinois              [...***...]         2108 W. Jefferson
                                                                 Joliet, IL  60435
First National Bank of Strasburg             [...***...]         120 S. Wilcox Street
                                                                 Castle Rock, CO  80104
Harris Bank                                  [...***...]         4 Blanchard Circle
                                                                 Wheaton, IL 60187
Mid State Bank                               [...***...]         91 W. Highway 246 &
                                                                 Central AVE
                                                                 Buelton, CA  93427
Nebraska State Bank                          [...***...]         3211 N. 90th Street
                                                                 Omaha, NE  68134
Peoples National Bank                        [...***...]         1899 Woodmore Dr.
                                                                 Monument, CO  80132
</TABLE>

* CONFIDENTIAL TREATMENT REQUESTED BY VICORP RESTAURANTS, INC.

                                     ES-28
<PAGE>

                                  SCHEDULE 5.5

                       LOCATION OF INVENTORY AND EQUIPMENT

VICORP RESTAURANTS, INC.:

ON SITE INVENTORY (BAKERS SQUARE LOCATIONS)

<TABLE>
<CAPTION>
Unit #               Address
------               -------
<S>          <C>
520508       810 E. Valley Blvd.
             Alhambra, CA  91801

520522       2110 S. Harbor Blvd.
             Anaheim, CA  92802

520439       13365 E. Lincoln Way
             Auburn, CA  95603

520469       3939 Ming Av.
             Bakersfield, CA  93309

520447       321 McMurray Rd.
             Buellton, CA  93427

520466       3360 Castro Valley Blvd.
             Castro Valley, CA  94546

520493       12193 Central Av.
             Chino, CA  91710

520524       710 S. Indian Hill Blvd.
             Claremont, CA  91711

520446       1680 Willow Pass Rd.
             Concord, CA  94520

520456       255 Second St.
             Davis, CA  95616

520431       7954 Imperial Highway
             Downey, CA  90242

520742       3585 W. Shaw
             Fresno, CA  93721

520506       17921 Chatsworth St.
             Granada Hills, CA  91344

520485       23515 El Toro Rd.
             Lake Forest, CA  92630

520491       5520 South St.
             Lakewood, CA  90713

520474       5270 Baltimore Dr.
             LaMesa, CA  92041

520496       1401 Foothill Blvd.
             LaVerne, CA  91750

520829       1116 E. Stanley Blvd.
             Livermore, CA 94550-4156

520477       936 N. "H" St.
             Lompoc, CA  93436

520443       165 Los Gatos-Saratoga Av.
             Los Gatos, CA  95030

520481       174 W. Calaveras Blvd.
             Milpitas, CA  95035

520723       2200 Plaza Parkway, #D
             Modesto, CA  95350

520495       1322 W. Beverly Blvd.
             Montebello, CA 90640
</TABLE>

                                      ES-29
<PAGE>

<TABLE>
<CAPTION>
Unit #               Address
------               -------
<S>          <C>
520463       303 Soscol Av.
             Napa, CA  94558

520464       5475 Thornton Av.
             Newark, CA  94560

520503       2420 Vineyard Av.
             Oxnard, CA  93030

520429       73-075 Highway 111
             Palm Desert, CA 92260

520526       1596 N. Palm Canyon Dr.
             Palm Springs, CA  92262

520455       350 W. Palmdale Blvd.
             Palmdale, CA  93550

520494       473 N. Rosemead Blvd.
             Pasadena, CA  91107

520690       6770 Santa Rita Rd.
             Pleasanton, CA  94566

520475       747 W. Channel Islands Blvd.
             Port Hueneme, CA  93041

520488       2817 Zinfandel Dr.
             Rancho Cordova, CA  95670

520480       949 Veteran's Blvd.
             Redwood City, CA  94063

520454       3650 Tyler St.
             Riverside, CA  92503

520740       301 Rohnert Park Expressway
             Rohnert Park, CA  94928

520486       2244 Fair Oaks Blvd.
             Sacramento, CA  95825

520484       1190 S. Main St.
             Salinas, CA  93901

520450       2010 Rollingwood Dr.
             San Bruno, CA  94066

520519       610 Camino De Los Mares
             San Clemente, CA  92672

520168       3711-3713 Sports Arena Blvd.
             San Diego, CA  92110

520470       5055 Almaden Expressway
             San Jose, CA  95118

520722       1735 Capitol Expressway
             San Jose, CA  95121

520438       15501 Hesperian Blvd.
             San Leandro, CA  94579

520479       1650 Descanso Av.
             San Marcos, CA 92069

520441       2910 El Camino Real
             Santa Clara, CA  95051

520444       1107 Ocean St.
             Santa Cruz, CA  95060

520410       1841 S. Broadway
             Santa Maria, CA  93454

520442       1350 Farmers Lane
             Santa Rosa, CA  95405

520512       819 W. Carson
             Torrance, CA  90502

520472       951 Merchant St.
             Vacaville, CA  95688

520831       3301 S. Mooney Blvd.
             Visalia, CA 93277
             (under development)

520487       1235 Harbor Blvd.
             West Sacramento, CA  95691
</TABLE>

                                      ES-30
<PAGE>

<TABLE>
<CAPTION>
Unit #               Address
------               -------
<S>          <C>
220211       4839 W. 111th St.
             Alsip, IL  60803

220803       361 S. Bolingbrook Dr.
             Bolingbrook, IL 60440

220724       1315 Armour Rd.
             Bourbonnais, IL  60914

220200       4849 W. 79th St.
             Burbank, IL  60459

220826       1902 Center Dr.
             Champaign, IL  61820-7821

220185       3649 N. Harlem Av.
             Chicago, IL  60634

220658       5220 N. Harlem Av.
             Chicago, IL  60656

220203       7131 N. Western Av.
             Chicago, IL  60645

220685       5689 Northwest Hwy.
             Crystal Lake, IL  60014

220186       560 Waukegan Rd.
             Deerfield, IL  60015

220809       131 N. Annie Glidden Rd.
             DeKalb, IL  60115

220216       3000 Oak Grove Rd.
             Downers Grove, IL  60515

220675       1800 Oakton St.
             Elk Grove Village, IL  60007

220232       2130 Bloomingdale Rd.
             Glendale Heights, IL  60139

220666       6340 Grand Av.
             Gurnee, IL  60031

220694       7600 N. Barrington Rd.
             Hanover Park, IL  60103

220192       790 W. Higgins Rd.
             Hoffman Estates, IL  60195

220215       18849 Dixie Hwy.
             Homewood, IL  60430

220212       2211 W. Jefferson St.
             Joliet, IL  60435

220206       942 S. LaGrange Rd.
             LaGrange, IL  60525

220199       3545 Ridge Rd.
             Lansing, IL  60438

220188       1195 S. Milwaukee Av.
             Libertyville, IL  60048

220226       4721 Lincoln Mall Dr.
             Matteson, IL  60443

220673       1319 W. North Av.
             Melrose Park, IL  60160

220674       13 W. Rand Rd.
             Mt. Prospect, IL  60056

220190       850 E. Ogden Av.
             Naperville, IL  60540

220693       796 S. Route 59
             Naperville, IL  60540

220180       8584 Dempster St.
             Niles, IL  60714

220730       321 S. Veterans Pkwy.
             Normal, IL  61761

220805       15711 Harlem Av.
             Orland Park, IL  60462
</TABLE>

                                      ES-31
<PAGE>

<TABLE>
<CAPTION>
Unit #               Address
------               -------
<S>          <C>
220672       14651 S. LaGrange Rd.
             Orland Park, IL  60462

220209       270 E. Northwest Hwy.
             Palatine, IL  60067

220204       6431 - 127th St.
             Palos Heights, IL  60463

220830       24020 West 119th St.
             Plainfield, IL  60544

220228       7105 Cherryvale N. Blvd.
             Rockford, IL  61016

220205       1755 Algonquin Rd.
             Rolling Meadows, IL  60008

220210       1510 E. Main St.
             St. Charles, IL  60174

220729       3434 Freedom Dr.
             Springfield, IL  62704

220184       298-A W. Roosevelt Rd.
             Villa Park, IL  60181

220181       420 E. Ogden Av.
             Westmont, IL  60559

220214       110 W. Geneva Rd.
             Wheaton, IL  60187

220187       7409 S. Kingery Hwy.
             Willowbrook, IL  60521

220194       200 Skokie Blvd.
             Wilmette, IL  60091

220208       8140 Mississippi St.
             Merrillville, IN  46410

220744       5758 N. Grape Rd.
             Mishawaka, IN  46545

220700       1675 US Hwy 41
             Schererville, IN  46375

220725       1310 NW 114th St.
             Clive, IA  50325

220179       3121 Ingersoll Av.
             Des Moines, IA  50312

220173       4107 Merle Hay Rd.
             Des Moines, IA 50310

220229       825 Bowers St.
             Birmingham, MI  48011

220225       5946 N. Sheldon Rd.
             Canton, MI  48187

220720       5575 Greenfield Rd.
             Dearborn, MI  48126

220726       29622 7-Mile Rd.
             Livonia, MI  48152

220721       22373 Eureka Rd.
             Taylor, MI  48180

220230       13602 14-Mile Rd.
             Warren, MI  48093

220697       36101 Warren Rd.
             Westland, MI 48185

220696       15200 Cedar Av.
             Apple Valley, MN 55124

220221       221 Highway 10
             Blaine, MN 55434

220202       611 W. 98th St.
             Bloomington, MN 55420

220652       8000 Brooklyn Blvd.
             Brooklyn Park, MN  55445
</TABLE>

                                      ES-32
<PAGE>

<TABLE>
<CAPTION>
Unit #               Address
------               -------
<S>          <C>
220218       14201 Burngarten Dr.
             Burnsville, MN  55337

220711       12951 Riverdale Crossing
             Coon Rapids, MN  55448

220669       1960 Rahncliff Ct.
             Eagan, MN  55122

220650       928 Prairie Center Dr.
             Eden Prairie, MN  55344

220174       210 North Blake Rd.
             Hopkins, MN  55343

220714       1861 Madison Av.
             Mankato, MN  56001

220702       13950 Grove Dr.
             Maple Grove, MN  55311

220670       3088 White Bear Av.
             Maplewood, MN  55109

220688       2425 University Av. SE
             Minneapolis, MN  55414

220182       12608 Wayzata Blvd.
             Minnetonka, MN  55343

220704       4100 Vinewood Lane
             Plymouth, MN  55442

220176       3000 W. 66th St.
             Richfield, MN 55423

220703       819 Apache Lane W
             Rochester, MN  55902

220689       3539 - 22nd Av. NW
             Rochester, MN 55902

220197       1881 W. Highway 36
             Roseville, MN 55113

220175       3701 Stinson Blvd.
             St. Anthony Village, MN  55421

220705       2860 Division St.
             St. Cloud, MN  56302

220177       2339 Ford Pkwy.
             St. Paul, MN  55116

220213       1751 Suburban Av.
             St. Paul, MN  55106

220701       14130 N. 60th St.
             Stillwater, MN  55082

220183       1949 S. Robert St.
             West St. Paul, MN  55118

220220       1280 Independence Av.
             Akron, OH  44310

220231       60 Severence Circle Dr.
             Cleveland Heights, OH  44118

220820       1201 N. Court St.
             Medina, OH  44256

220217       7800 Plaza Blvd.
             Mentor, OH  44060

220227       24025 Lorain Rd.
             North Olmsted, OH  44070

220219       4680 Northfield Rd.
             North Randall, OH  44128

220223       7011 - 130th St.
             Parma Heights, OH  44130

220222       28601 Chardon Rd.
             Willoughby Hills, OH  44092

220731       1190 N. Casaloma Dr.
             Appleton, WI  54915
</TABLE>

                                      ES-33
<PAGE>

<TABLE>
<CAPTION>
Unit #               Address
------               -------
<S>          <C>
220728       4750 Golf Rd.
             Eau Claire, WI  54701

220245       15300 Bluemound Rd.
             Elm Grove, WI  53122

220198       4900 S. 76th St.
             Greenfield, WI  53220

220201       7320 W. Goodhope Rd.
             Milwaukee, WI  53223

220727       1227 Crossing Meadow Dr.
             Onalaska, WI  54650

220195       1305 E. Capitol Dr.
             Shorewood, WI  53211

220196       10200 W. National Av.
             West Allis, WI  53227
</TABLE>

ON SITE INVENTORY (VILLAGE INN LOCATIONS)

<TABLE>
<CAPTION>
Unit #               Address
------               -------
<S>          <C>

110390       575 W. Apache Trail
             Apache Junction, AZ  85220

110832       7250 W. Chandler Blvd.
             Chandler, AZ  85226

110138       3715 N. Kaspar Av.
             Flagstaff, AZ  86004

110394       1111 S. Milton Rd.
             Flagstaff, AZ  86001

110329       5959 W. Thunderbird
             Glendale, AZ  85306

110388       1155 S. Dobson
             Mesa, AZ  85202

110100       1663 E. Main St.
             Mesa, AZ 85201

110391       6813 E. Main St.
             Mesa, AZ 85207

110834       2034 E. Southern
             Mesa, AZ  85204

110833       310 E. Bell Rd.
             Phoenix, AZ  85022

110800       4040 E. Bell Rd.
             Phoenix, AZ  85032

110134       2510 W. Northern Av.
             Phoenix, AZ  85021

110346       17017 N. 33rd Av.
             Phoenix, AZ  85023

110058       6940 E. Indian School Rd.
             Scottsdale, AZ  85251

110779       17030 N. Scottsdale
             Scottsdale, AZ  85260

110718       10652 N. 89th Pl.
             Scottsdale, AZ 85260

110387       950 E. Baseline
             Tempe, AZ  85283

110732       1080 W. Elliot Rd.
             Tempe, AZ  85284
</TABLE>

                                      ES-34
<PAGE>

<TABLE>
<CAPTION>
Unit #               Address
------               -------
<S>          <C>
110117       6635 E. Grant Rd.
             Tucson, AZ  85715

110324       6251 N. Oracle
             Tucson, AZ  85704

110040       4245 E. Speedway Blvd.
             Tucson, AZ  85712

110078       15395 E. Colfax
             Aurora, CO  80011

110777       18601 E. Hampden
             Aurora, CO  80013

110035       921 S. Havana
             Aurora, CO  80012

110147       15200-A E. Iliff Ave,
             Aurora, CO  80014

110785       13800 E. Mississippi
             Aurora, CO  80012

110774       6370 S. Parker Rd.
             Aurora, CO 80016

110804       1190 E. First Av.
             Broomfield, CO 80020

110238       9000 Yukon
             Westminster, CO  80020

110334       1837 Fremont Dr.
             Canon City, CO  81212

110135       207 W. Wolfensberger Rd.
             Castle Rock, CO  80104

110165       5290 E. Arapahoe Rd.
             Centennial, CO  80122

110120       4275 N. Academy Blvd.
             Colorado Springs, CO  80917

110649       8050 N. Academy Blvd.
             Colorado Springs, CO  80920

110050       535 Garden of the Gods
             Colorado Springs, CO  80907

110772       1430 Harrison Rd.
             Colorado Springs, CO  80906-4002

110123       3902 E. Palmer Park
             Colorado Springs, CO 80909

110014       1595 S. Colorado Blvd.
             Denver, CO  80222

110122       222 Columbine
             Denver, CO  80206

110032       4850 Federal
             Denver, CO  80221

110038       9050 E. Hampden
             Denver, CO  80231

110717       4100 E. Mexico
             Denver, CO  80222

110087       4490 Peoria
             Denver, CO  80239

110066       400 W. 48th Av.
             Denver, CO  80216

110047       7381 W. Alameda
             Lakewood, CO  80226

110132       3497 S. Wadsworth
             Lakewood, CO  80227

110591       23 W. Centennial Blvd.
             Littleton, CO  80126

110788       12622 W. Ken Caryl Av.
             Littleton, CO  80127
</TABLE>

                                      ES-35
<PAGE>

<TABLE>
<CAPTION>
Unit #               Address
------               -------
<S>          <C>
110051       P.O. Box 828
             315 N. Hwy 105
             Monument, CO  80132

110159       19502 E. Parker Square Dr.
             Parker, CO  80134

110025       8370 Sherman Way
             Thornton, CO  80221

110578       395 W. 120th Av.
             Westminster, CO 80234

110170       4775 Kipling
             Wheat Ridge, CO  80033

110564       825 W. Brandon
             Brandon, FL  33511

110143       7716 Atlantic Blvd.
             Jacksonville, FL  32211

110158       10140 San Jose Blvd.
             Jacksonville, FL 32217

110546       13100 Walsingham Rd.
             Largo, FL  34644

110382       200 Third St.
             Neptune Beach, FL  32266

110385       900 Ponce deLeon Blvd.
             St. Augustine, FL  32084

110560       4945 Gulf Blvd.
             St. Petersburg, FL  33706

110153       9107 Fourth St. North
             St. Petersburg, FL  33702

110112       4000 S. Tamiami Trail
             Sarasota, FL  34231

110559       3101 U.S. 27 South
             Sebring, FL  33870

110549       8602 N. Dale Mabry
             Tampa, FL  33614

110163       2001 1st St. A
             Moline, IL 61265

110094       2122 - 53rd St.
             Moline, IL  61265

110828       5250 Franklin
             Michigan City, IN  46360

110235       524 Lincoln Way
             Ames, IA  50010

110789       1024 E. First St.
             Ankeny, IA 50021

110097       1210 State St.
             Bettendorf, IA  52722

110691       229 Collins Rd. NE
             Cedar Rapids, IA  52402

110328       1710 Lincoln
             Clinton, IA  52732

110778       2800 Commercial Dr.
             Coralville, IA  52241-2756

110075       2935 W. Broadway
             Council Bluffs, IA  51501

110786       1906 Rue St.
             Council Bluffs, IA  51503

110338       5925 Brady St.
             Davenport, IA  52806

110775       5239 Elmore Av.
             Davenport, IA 52807

110042       1919 Harrison St.
             Davenport, IA  52803
</TABLE>

                                      ES-36
<PAGE>

<TABLE>
<CAPTION>
Unit #               Address
------               -------
<S>          <C>
110355       1140 E. Army Post Rd.
             Des Moines, IA  50315

110033       3600 E. 14th St.
             Des Moines, IA  50316

110156       #9 Sturgis Dr.
             Iowa City, IA  52240

110793       8510 Birchwood Ct.
             Johnston, IA  50131

110133       2300 University Av.
             West Des Moines, IA  50265

110013       309 N. Ft. Crook Rd.
             Bellevue, NE 68005

110171       1110 E. 23rd St.
             Fremont, NE  68025

110045       6555 "O" St.
             Lincoln, NE  68510

110416       5001 Van Dorn
             Lincoln, NE  68506

110107       2949 N. 27th
             Lincoln, NE  68521

110780       7101 S. 27th St.
             Lincoln, NE  68512

110028       111 S. 29th St.
             Lincoln, NE  68510

110027       7255 Cedar St.
             Omaha, NE  68124

110008       4416 Dodge St.
             Omaha, NE  68131

110787       7837 Dodge St.
             Omaha, NE  68114

110131       5425 "L" St.
             Omaha, NE  68117

110046       10770 "M" St.
             Omaha, NE  68127

110111       3333 N. 90th St.
             Omaha, NE  68134

110801       3839 N. 138th St.
             Omaha, NE  68164

110719       3304 S. 143rd Plaza
             Omaha, NE  68144

110806       2525 S. 180th St.
             Omaha, NE 68130

110010       2437 Central Av., NW
             Albuquerque, NM 87104-1639

110004       5505 Central Av., NE
             Albuquerque, NM 87108-1601

110743       1514 Coors Blvd., NW
             Albuquerque, NM 87121-1152

110635       840 Juan Tabo Blvd., SE
             Albuquerque, NM 87123-1427

110068       2017 Menaul Blvd., NE
             Albuquerque, NM 87107-1716

110106       6300 San Mateo Blvd., NE
             Albuquerque, NM 87109

110080       2282 Wyoming Blvd., NE
             Albuquerque, NM 87112-2620

110164       2340 Yale Blvd., SE
             Albuquerque, NM 87106-4273

110053       10301 SE Stark St.
             Portland, OR  97216
</TABLE>

                                      ES-37
<PAGE>

<TABLE>
<CAPTION>
Unit #               Address
------               -------
<S>          <C>
110043       5941 S. State St.
             Murray, UT  84107

110081       450 E. 1100 North
             North Salt Lake, UT  84054

110750       322 - 12th St.
             Ogden, UT  84404

110119       212 E. 1300 S.
             Orem, UT  84058

110737       933 S. University Av.
             Provo, UT  84606

110784       1780 W 5600 S
             Roy, UT  80467-2955

110002       2929 S. State St.
             Salt Lake City, UT  84115

110076       910 East Fourth South
             Salt Lake City, UT  84102

110716       150 West 10600 South
             Sandy, UT  84070

110085       4681 S. Redwood Rd.
             Taylorsville, UT 84123

110807       8921 S. Redwood Rd.
             West Jordan, UT 84088
</TABLE>

                                      ES-38
<PAGE>

ON SITE INVENTORY (HEADQUARTER/COMISSARY LOCATIONS)

<TABLE>
<S>                           <C>                              <C>                        <C>        <C>
Home Office                   400 W 48th Av                    Denver                     CO         80216
Commissary                    16425 S Kilbourn                 Oak Forest                 IL         60452
Commissary Storage            16345 Frontage Rd.               Oak Forest                 IL         60452
Commissary                    300 Lake Hazeltine Dr            Chaska                     MN         55318
Commissary Storage            312 Lake Drive                   Chaska                     MN         55318
Commissary                    12865 Ann St.                    Santa Fe Springs           CA         90670
</TABLE>

OFF SITE INVENTORY

<TABLE>
<CAPTION>
          SITE ADDRESS                                      ITEMS
------------------------------------------------------------------------------------------
<S>                                     <C>
CERTIFIED AIR CONTRACTORS               EVAP COIL FOR AC UNIT
4505 MARQUETTE AV
JACKSONVILLE, FL 32210
DUVAL COUNTY

MVM CORP                                MISC DINING ROOM EQUIP & BOOTH MAT'L, CARPET COVER
5650 WEST BUCKEYE RD
PHOENIX, AZ 84053
MARICOPA COUNTY

MANNINGTON CARPETS                      DINING ROOM CARPET
1844 US HIGHWAY 41 SE
CALHOUN, GA 30703
GORDON COUNTY

TREND LIGHTING                          LIGHT FIXTURES
2700 SIDNEY ST
ST LOUIS, MO 63104
ST LOUIS COUNTY

PRA FULFILLMENT                         MARKETING MATERIALS
15300 25TH AV NORTH
PLYMOUTH, MN 55447
HENNEPIN COUNTY

1-25 PRODUCTIONS                        MARKETING MATERIALS
4855 EAST ASHTON AV
CASTLE ROCK CO 80104
DOUGLAS COUNTY
</TABLE>

                                      ES-39
<PAGE>

<TABLE>
<CAPTION>
          SITE ADDRESS                                      ITEMS
------------------------------------------------------------------------------------------
<S>                                     <C>
POWER LOGISTICS                         FOOD
1260 SYCAMORE RD
MANTENO, IL
KANKAKEE COUNTY

WESTERN STAR TRANSPORT                  FOOD
6100 EAST SHEILA ST
CITY OF COMMERCE, CA 90040-2407
LOS ANGELES COUNTY

NEWPORT ST. PAUL COLD STORAGE           FOOD
2233 MAXWELL AV
NEWPORT, MN 55055
WASHINGTON COUNTY
</TABLE>

VI ACQUISITION CORP.: NONE
VILLAGE INN PANCAKE HOUSE OF ALBUQUERQUE, INC.:  NONE
VILLAGE INN PANCAKE HOUSE OF CANADA LIMITED:  NONE

                                      ES-40
<PAGE>

                                 SCHEDULE 5.7(a)

                             STATES OF ORGANIZATION

<TABLE>
<CAPTION>
                  ENTITY                                           STATE OF ORGANIZATION
                  ------                                           ---------------------
<S>                                                                <C>
VICORP Restaurants, Inc.                                           Colorado
VI Acquisition Corp.                                               Delaware
Village Inn Pancake House of Albuquerque, Inc.                     New Mexico
Village Inn Pancake House of Canada Limited                        Canada
</TABLE>

                                      ES-41
<PAGE>

                                 SCHEDULE 5.7(b)

                             CHIEF EXECUTIVE OFFICES

<TABLE>
<CAPTION>
                    ENTITY                                         CHIEF EXECUTIVE OFFICES
                    ------                                         -----------------------
<S>                                                                <C>
VICORP Restaurants, Inc.                                           400 West 48th Avenue
                                                                   Denver, CO 80216
VI Acquisition Corp.                                               676 N. Michigan Avenue
                                                                   Suite 3700
                                                                   Chicago, IL 60611
Village Inn Pancake House of Albuquerque, Inc.                     400 West 48th Avenue
                                                                   Denver, CO 80216
Village Inn Pancake House of Canada Limited                        400 West 48th Avenue
                                                                   Denver, CO 80216
</TABLE>

                                      ES-42
<PAGE>

                                 SCHEDULE 5.7(c)

                      ORGANIZATIONAL IDENTIFICATION NUMBERS

<TABLE>
<CAPTION>
                     ENTITY                                        ORGANIZATIONAL ID NUMBER
                     ------                                        ------------------------
<S>                                                                <C>
VICORP Restaurants, Inc.                                           19871173554
VI Acquisition Corp.                                               3620146
Village Inn Pancake House of Albuquerque, Inc.                     SCC #: 0438762
Village Inn Pancake House of Canada Limited                        87320
</TABLE>

                                      ES-43
<PAGE>

                                 SCHEDULE 5.7(d)

                             COMMERCIAL TORT CLAIMS

VICORP Restaurants, Inc. : NONE
VI Acquisition Corp.: NONE
Village Inn Pancake House of Albuquerque, Inc.:  NONE
Village Inn Pancake House of Canada Limited:  NONE

                                      ES-44
<PAGE>

                                 SCHEDULE 5.8(b)

                           CAPITALIZATION OF BORROWER

VICORP Restaurants, Inc., a Colorado corporation

       Authorized:       10,000 shares of common stock
       Issued:           100 shares to VI Acquisition Corp.
       Ownership:        100% VI Acquisition Corp.

                                      ES-45
<PAGE>

                                 SCHEDULE 5.8(c)

                     CAPITALIZATION OF PARENT'S SUBSIDIARIES

Village Inn Pancake House of Canada Limited

       Authorized:       The authorized capital consists of common stock
                         (unspecified number) without nominal or par value
       Issued:           10 shares of common stock to VICORP
                         Restaurants, Inc.
       Ownership:        100% VICORP Restaurants, Inc.

Village Inn Pancake House of Albuquerque, Inc.

       Authorized:       250,000 common stock with a par value of $1.00
                         per share
       Issued:           1,250 shares of common stock to VICORP
                         Restaurants, Inc,
       Ownership:        100% VICORP Restaurants, Inc.

                                      ES-46
<PAGE>

                                  SCHEDULE 5.10

                                   LITIGATION

VICORP RESTAURANTS, INC.:

Hollynn D'Lil v. VICORP Restaurants. Inc., United States District Court for the
Eastern District of California, Case No. CV S 03-1542 GEB DAD. Marshall Loskor,
et al. v. VICORP Restaurants Inc., et al., United States District Court for the
Eastern District of California, Case No. CIV S 03-22337 FCD DAD. These are two
separate cases filed by disabled customers who allege violations of California
and federal disabilities laws at the Bakers Square in West Sacramento,
California. Each complaint requests injunctive relief and damages for alleged
violations. Defense counsel has been retained and discovery is proceeding. No
trial date has been set for either case. VICORP will move to consolidate these
two cases and retain an expert witness to confirm previous repairs to
accommodate disabled customers. VICORP believes it has meritorious defenses and
it intends to vigorously defend the litigation. [...***...]

George Miller, Jr., v. VICORP Restaurants, Inc., United States District Court,
Northern District of California, Case No. C-03-0777-RS. This is an action
brought by a terminated employee of one of the Bakers Square Restaurants in
California. In the Complaint the plaintiff makes claims for age, race, and
disability discrimination; violation of various California labor code
provisions; and, for tortious discharge in violation of public policy. The
plaintiff is seeking damages (general, special, consequential, statutory, and
punitive), injunctive and declaratory relief, costs, and attorneys' fees.
Discovery is proceeding. Trial is set for May 17, 2004. VICORP believes it has
meritorious defenses and intends to vigorously defend the litigation.
[...***...]

Eric and Kelley Anne Nichols v. VICORP Restaurants, Inc., Pete Pascuzzi, and
Brandon Gilbert, Superior Court, Sacramento County, California, Case No.
01AS04708. This is an action brought by a former Bakers Square employee in
California. In the complaint; the plaintiffs allege malicious prosecution,
defamation, intentional infliction of emotional distress, negligent infliction
of emotional distress, and loss of consortium. They are seeking special general
and punitive damages, pre-judgment interest and the costs of suit. VICORP
believes it has meritorious defenses and is vigorously defending this action. No
trial date has been set. [...***...]

Oak Center Real Estate. Inc., v. VICORP Restaurants. Inc., Circuit Court of the
Eighteenth Judicial District, DuPage County, Illinois, Case No. 2003AR003571.
This is an action brought by a real estate brokerage firm alleging damages for
failure to pay all commercial property valuations and alleges breach of contract
and quantum meruit claims. Plaintiff seeks monetary damages plus costs of the
suit. VICORP believes it has meritorious defenses and it intends to vigorously
defend the litigation. No trial date has been set. [...***...]

* CONFIDENTIAL TREATMENT REQUESTED BY VICORP RESTAURANTS, INC.

                                      ES-47
<PAGE>

Deanna O'Neill, et al., v VICORP Restaurants, Inc., Superior Court of the State
of California for the County of Los Angeles - Central, Case No. BC304354. This
is an action brought by an ex-general manager, an ex-associate manager, and a
current server of VICORP's Bakers Square Division in California, alleging seven
claims for relief. The suit alleges that VICORP has violated California law. The
"server" allegations are that rest periods and meal breaks were not given as
required. The "manager" allegations relate to alleged unlawful deductions in the
calculation of bonuses. Both the server and the manager allege that VICORP has
engaged in unfair business practices. Plaintiffs are seeking class
certification, compensatory damages, penalties, interest, disgorgement of
profits and accounting, declaratory judgment, attorneys' fees, and costs. VICORP
has tendered defense of this litigation to the Sellers under the Stock Purchase
Agreement dated April 15, 2003, pursuant to an indemnification agreement for
defense of claim in an amount in excess of $1,000,000. VICORP intends to
vigorously defend the litigation. [...***...]

Richard Stickney v. VICORP Restaurants. Inc.. et al., United States District
Court, Eastern District of California, Case No. CIV S-03-1339 FCD DAD. This is a
complaint for injunctive relief and damages for alleged violations of the
California and federal disabilities laws brought by a disabled customer of a
Bakers Square in California. No trial date has been set. VICORP is defending the
litigation. [...***...]

The Bellaire Shopping Center, Inc.. v. VICORP Restaurants. Inc.. et al.,
District Court Shawnee County, Kansas, Case No. 02C1554. This action was brought
by a former landlord of a location in Topeka, Kansas, asserting that the Company
failed to maintain the premises as required by the lease. The plaintiff is
seeking damages for lost rent, due to its inability to rent the location, for
the cost of repairs, pre and post-judgment interest, and equitable remedies.
Discovery is proceeding. No trial date has been set. VICORP believes its has
meritorious defenses and intends to vigorously defend the litigation.
[...***...]

Samantha L. Rash v. Thomas M. Porth and VICORP Restaurants, Inc., et al.,
Eighteenth Judicial District, Sedgwick County, Kansas, Case No. 04 CV 0307. This
action is being brought by a former waitress who was employed at a franchised
Village Inn Restaurant in Wichita, Kansas. This waitress was "strip-searched" by
a general and associate manager who fell victim to a bizarre hoax in which a
telephone caller identified himself as a police officer and ordered the strip
search of Ms. Rash. The plaintiff alleges a number of personal injury torts and
also named VICORP in the litigation alleging negligent training and supervision
and respondeat superior. Based upon the fact that this is a franchised location,
it is my belief that VICORP will be ultimately dismissed from this litigation,
as we have no causal connection to this tort action. [...***...]

* CONFIDENTIAL TREATMENT REQUESTED BY VICORP RESTAURANTS, INC.

                                      ES-48
<PAGE>

Theresa Wang v. Taher Abusaad and VICORP Restaurants, U.S. District Court,
Northern District of Illinois, Case No. 020 2300. This is an action filed by a
former server of a Bakers Square Restaurant in Illinois. Plaintiff alleges
violation of Title VII resulting from alleged sexual harassment and the creation
of a hostile work environment. Following trial to a jury, damages were awarded
in the amount of $125,000.00, plus attorneys' fees. However, the Federal
District Court Judge has ordered a settlement conference for April 29, 2004, as
he feels the damage award is excessive. If plaintiff does not negotiate for a
lesser award, the Judge will order a new trial on damages. [...***...]

VI ACQUISITION CORP.: NONE
VILLAGE INN PANCAKE HOUSE OF ALBUQUERQUE, INC.:  NONE
VILLAGE INN PANCAKE HOUSE OF CANADA LIMITED:  NONE

* CONFIDENTIAL TREATMENT REQUESTED BY VICORP RESTAURANTS, INC.

                                      ES-49
<PAGE>

                                  SCHEDULE 5.14

                              ENVIRONMENTAL MATTERS

VICORP RESTAURANTS, INC.:

1.    3649 North Harlem Avenue, Chicago, Illinois: Potential petroleum,
      petrochemical, hazardous or toxic substances on or under or in the
      property, or migrating therefrom, including, but not limited to the soil
      and groundwater, as further described in that certain Limited Subsurface
      Investigation Report dated May 8, 2001 by Goldman Environmental
      Consultants, Inc. and Limited Subsurface Investigation letter report of
      LFR Levine-Fricke ("LFR") dated March 18, 2004.

2.    7131 North Western Avenue, Chicago, Illinois: Petroleum, petrochemical,
      hazardous or toxic substances on or under or in the property, or migrating
      therefrom, including, but not limited to the soil and groundwater, as
      further described in that certain Limited Subsurface Investigation Report
      dated May 8, 2001 by Goldman Environmental Consultants, Inc. and LFR
      letter report dated March 15, 2004.

3.    131 No. Annie Glidden Road, DeKalb, Illinois: Potential petroleum,
      petrochemical, hazardous or toxic substances on or under or in the
      adjacent property, or migrating therefrom , including, but not limited to
      the soil and groundwater in connection with leaking underground storage
      tanks from the off-site Clark Filling Station, as further described in
      that certain Phase I Environmental Site Assessment dated May 11, 2001, by
      Environmental Management Group, Inc. and LFR letter report dated March 12,
      2004.

4.    4849 West 79th Street, Burbank, Illinois: Potential petroleum,
      petrochemical, hazardous or toxic substances on or under or in the
      adjacent property, or migrating therefrom, including, but not limited to
      the soil and groundwater, as further described in that certain Phase I
      Environmental Site Assessment by EMG, Inc. dated October 1, 1999, and LFR
      letter report dated March 15, 2004, in connection with potential off-site
      migration of contamination to the subject property.

5.    16425 South Kilbourn Avenue, Oak Forest, Illinois: Petroleum,
      petrochemical, hazardous or toxic substances on or under or in the
      property, or migrating therefrom, including, but not limited to the soil
      and groundwater, as further described in that certain Limited Subsurface
      Investigation Report by GEC dated May 8, 2001, and LFR letter report dated
      March 12, 2004, in connection with potential on-site impacts from former
      USTs.

6.    321 South Veterans Parkway, Normal, Illinois: Petroleum, petrochemical,
      hazardous or toxic substances on or under or in the property, or migrating
      therefrom, including, but not limited to the soil and groundwater, as
      further described in that certain Phase I Environmental Site Assessment by
      EMG, Inc. dated April 26, 2001, and LFR letter report dated March 16,
      2004, in connection with potential impacts from off-site filling station.

                                     ES-50

<PAGE>

7.    22373 Eureka Road, Taylor, Michigan: Petroleum, petrochemical, hazardous
      or toxic substances on or under or in the property, or migrating
      therefrom, including, but not limited to the soil and groundwater, as
      further described in that certain Phase I Environmental Site Assessment by
      GEC, Inc. dated May 2, 2001, and LFR letter report dated March 15, 2004,
      in connection with identified petroleum impacts on-site and potential
      impacts from off-site.

8.    210 North Blake Road, Hopkins, Minnesota: Petroleum, petrochemical,
      hazardous or toxic substances on or under or in the adjacent property, or
      potentially migrating therefrom, including, but not limited to the soil
      and groundwater, as further described in that certain Phase I
      Environmental Site Assessment Update by ATC Associates, Inc. dated
      February 19, 2002, and LFR letter report dated March 1, 2004.

9.    400 W. 48th Avenue, Denver, Colorado: Petroleum, petrochemical, hazardous
      or toxic substances on or under or in the property, or migrating
      therefrom, including, but not limited to the soil and groundwater, as
      further described in that certain Phase I Environmental Site Assessment by
      GEC, Inc. dated May 1, 2001 and Site Investigations' letter report dated
      May 9, 2001 by GEC in connection with potential area-wide lead and arsenic
      contamination from former smelter operations.

10.   4100 E. Mexico Avenue, Denver, Colorado: Petroleum, petrochemical,
      hazardous or toxic substances on or under or in the property, or migrating
      therefrom, including, but not limited to the soil and groundwater, as
      further described in that certain Phase I Environmental Site Assessment by
      EMG, Inc. dated April 26, 2001, and LFR letter report dated March 15,
      2004, in connection with former underground storage tanks (USTs) once
      located at the property.

11.   1430 Harrison Road, Colorado Springs, Colorado: Potential petroleum,
      petrochemical, hazardous or toxic substances on or under or in the
      property, or migrating therefrom, including, but not limited to the soil
      and groundwater, as further described in that certain Phase II
      Environmental Site Assessment by EMG, Inc. dated May 8, 2001, and LFR
      letter report dated March 15, 2004, in connection with the site's former
      use as a filling station.

12.   300 Lake Hazeltine Drive, Chaska, Minnesota: Wastewater discharge to the
      Chaska Treatment Plant in violation of Environmental Laws.

13.   2239 Ford Parkway, St. Paul, Minnesota: Petroleum, petrochemical,
      hazardous or toxic substances on or under or in the property, or migrating
      therefrom, including, but not limited to the soil and groundwater, as
      further described in that certain Phase I Environmental Site Assessment
      Update by ATC Associates, Inc. dated February 15, 2002, in connection with
      the remediation activities of fuel oil contamination at the site and LFR
      letter report dated March 10, 2004.

14.   1024 East First St., Ankeny, Iowa: Petroleum, petrochemical, hazardous or
      toxic substances on or under or in the property, or migrating therefrom,
      including, but not

                                     ES-51

<PAGE>

      limited to the soil and groundwater, as further described in that certain
      Letter Report by Seneca Environmental Services dated August 31, 1998, and
      LFR letter report dated March 15, 2004, in connection with an on-site
      leaking underground storage tank incident.

15.   6301 University Avenue, Cedar Falls, Iowa: Potential asbestos containing
      materials in poor condition as further described in LFR's Phase I
      Environmental Assessment Report dated March 11, 2004. Petroleum,
      petrochemical, hazardous or toxic substances on or under or in the
      property, or migrating therefrom, including, but not limited to the soil
      and groundwater in connection with potential USTs.

16.   4850 Federal Boulevard, Denver, Colorado: Petroleum, petrochemical,
      hazardous or toxic substances on or under or in an adjacent property, and
      potentially migrating therefrom, including, but not limited to the soil
      and groundwater in connection with potential USTs, as further described in
      LFR letter report dated March 10, 2004.

17.   7320 West Good Hope, Milwaukee, Wisconsin: Asbestos containing materials
      in the roofing materials of the on-site structure as further described in
      the Phase I Environmental Site Assessment Update by ATC Associates, Inc.
      dated February 19, 2002.

18.   819 Apache Lane, S.W., Rochester, Minnesota: Petroleum, petrochemical,
      hazardous or toxic substances on or under or in the property, or migrating
      therefrom, including, but not limited to the soil and groundwater, as
      further described in that certain Phase I Environmental Site Assessment by
      Twin City Testing dated July 20, 1990, and LFR letter report dated March
      18, 2004, in connection with refuse disposal on Lot 7 and the southwest
      corner of Lot 6.

19.   4750 Golf Road, Eau Claire, Wisconsin: Petroleum, petrochemical, hazardous
      or toxic substances on or under or in the property, or migrating
      therefrom, including, but not limited to the soil and groundwater, as
      further described in that certain Phase I and Phase II Environmental Site
      Assessment by Twin City Testing dated September 8, 1992, in connection
      with on-site hydrocarbon detections during geotechnical investigation and
      LFR letter report dated March 10, 2004.

VI ACQUISITION CORP.: NONE
VILLAGE INN PANCAKE HOUSE OF ALBUQUERQUE, INC.: NONE
VILLAGE INN PANCAKE HOUSE OF CANADA LIMITED: NONE

                                     ES-52

<PAGE>

                                  SCHEDULE 5.16

                              INTELLECTUAL PROPERTY

TRADEMARK REGISTRATIONS

VICORP RESTAURANTS, INC.:

<TABLE>
<CAPTION>
               Trademark                                              Registrations --
                   or                                     United States Patent and Trademark Office
              Service Mark                             Registration No.              Registration Date
------------------------------------------------       ----------------              -----------------
<S>                                                    <C>                           <C>
ALL-WORLD DOUBLE CHEESEBURGER                              1883771                       03/14/1995
AN AMERICAN DINER AND PROUD OF IT                          1889030                       04/11/1995
ANGEL'S                                                    1930867                       10/31/1995
ANGEL'S and Design                                         1783034                       07/20/1993

[ANGEL'S LOGO]

ANGEL'S DINER                                              1899370                       06/13/1995

ANGEL'S DINER BEST
AMERICAN DINER and
Design                                                     1979154                       06/11/1996

[ANGEL'S DINER BEST AMERICAN DINER LOGO]

BAKERS DOME                                                2228259                       03/02/1999
BAKERS SQUARE                                              1394236                       05/20/1986
BAKERS SQUARE                                              1394423                       05/20/1986
</TABLE>

                                     ES-53

<PAGE>

<TABLE>
<CAPTION>
               Trademark                                              Registrations --
                   or                                     United States Patent and Trademark Office
              Service Mark                             Registration No.              Registration Date
------------------------------------------------       ----------------              -----------------
<S>                                                    <C>                           <C>
BAKERS SQUARE
RESTAURANT & PIES
and Design                                                 2002503                       09/24/1996

[BAKERS SQUARE RESTAURANT & PIES LOGO]

BAKERS SQUARE and Design                                   1403328                       07/29/1986

[BAKERS SQUARE LOGO]

BAKERS SQUARE and Design                                   1394428                       05/20/1986

[BAKERS SQUARE LOGO]

BAKERS SQUARE BEST
PIE IN AMERICA and
Design                                                     2213980                       12/29/1998

[BAKERS SQUARE BEST PIE IN AMERICA LOGO]

BAKERS SQUARE YUKON MOUNTAIN ICE CREAM PIE                 2717922                       5/20/2003
</TABLE>

                                     ES-54

<PAGE>

<TABLE>
<CAPTION>
               Trademark                                              Registrations --
                   or                                     United States Patent and Trademark Office
              Service Mark                             Registration No.              Registration Date
------------------------------------------------       ----------------              -----------------
<S>                                                    <C>                           <C>
BEST PIE IN AMERICA                                        2239993                       04/13/1999

THE BREAKFAST
EXPERTS                                                    1682297                       04/07/1992

BREAKFAST LIKE YOU LIKE IT.  ANY TIME YOU WANT.            1517633                       12/20/1998

BUCKY                                                      1307977                       12/04/1984

CANDY CANE PIE                                             1942036                       12/19/1995

GOOD FOOD...GOOD FEELINGS                                  1979914                       06/11/1996

GREAT FOOD.  UNBELIEVABLE PIE                              2237698                       04/06/1999

J. HORNER'S                                                2317331                       02/08/2000

J.HORNER'S
LEGENDARY PIES &
DESSERTS and Design                                        2463068                       06/26/2001

[J.HORNER'S LEGENDARY PIES & DESSERTS LOGO]

J. HORNER'S
LEGENDARY PIES &
DESSERTS and Design                                        2587251                       07/02/2002

[J. HORNER'S LEGENDARY PIES & DESSERTS LOGO]
</TABLE>

                                     ES-55

<PAGE>

<TABLE>
<CAPTION>
               Trademark                                              Registrations --
                   or                                     United States Patent and Trademark Office
              Service Mark                             Registration No.              Registration Date
------------------------------------------------       ----------------              -----------------
<S>                                                    <C>                           <C>
MAGNIFICENT!                                               2730131                       06/24/2003

THE SKILLET EXPERTS                                        2603514                       08/06/2002

SKILLET WRAPS                                              2233721                       03/23/1999

SWEET RETURNS                                              2100736                       09/30/1997

VILLAGE INN                                                1070440                       07/26/1977

VILLAGE INN and Design                                     1118490                       05/15/1979

[VILLAGE INN LOGO]

VILLAGE INN (Stylized)                                     1197458                       06/08/1982

VILLAGE INN

VILLAGE INN (Stylized)                                     0768280                       04/14/1964

VILLAGE INN

VILLAGE INN PANCAKE HOUSE                                  1118489                       05/15/1979
</TABLE>

VI ACQUISITION CORP.: NONE
VILLAGE INN PANCAKE HOUSE OF ALBUQUERQUE, INC.: NONE
VILLAGE INN PANCAKE HOUSE OF CANADA LIMITED: NONE

TRADEMARK PENDING APPLICATIONS

VICORP RESTAURANTS, INC.

<TABLE>
<CAPTION>
            Trademark                                             Pending Applications --
                or                                      United States Patent and Trademark Office
           Service Mark                                Application No.            Application Date
----------------------------------                     ---------------            ----------------
<S>                                                    <C>                        <C>
</TABLE>

                                     ES-56

<PAGE>

<TABLE>
<S>                                                       <C>                        <C>
EARLY DINNER DEALS ON SQUARE MEALS                        78276945                   07/21/2003

PANTRY PERFECT and design                                 78380082                   03/08/2004

     PANTRY PERFECT
</TABLE>

VI ACQUISITION CORP.: NONE
VILLAGE INN PANCAKE HOUSE OF ALBUQUERQUE, INC.: NONE
VILLAGE INN PANCAKE HOUSE OF CANADA LIMITED: NONE

STATE AND FOREIGN REGISTERED TRADEMARKS

<TABLE>
<CAPTION>
       Trademark
          or                                Registration                            State or Country of
     Service Mark                               Number          Filing Date             Registration
-------------------------                   -------------       -----------         -------------------
<S>                                         <C>                 <C>                 <C>
VILLAGE INN                                   19851012506        05/19/1966                Colorado
BAKERS SQUARE                                      757934        10/19/1984                Nebraska
VILLAGE INN PANCAKE HOUSE                         2510174        09/14/1979                  Utah
ANGEL'S DINER                                      481833        12/07/1994                 Mexico
BAKERS SQUARE                                      442737        05/12/1995                 Canada
VILLAGE INN                                         40068        01/08/1998                  Korea
</TABLE>

1.

VI ACQUISITION CORP.: NONE
VILLAGE INN PANCAKE HOUSE OF ALBUQUERQUE, INC.: NONE
VILLAGE INN PANCAKE HOUSE OF CANADA LIMITED: NONE

                                     ES-57

<PAGE>

2.    COPYRIGHTS REGISTERED WITH U.S. COPYRIGHT OFFICE

VICORP RESTAURANTS, INC.:

<TABLE>
<CAPTION>
                                                            COPYRIGHT            REGISTRATION
3.        TITLE                                               NUMBER                 DATE
          -----                                               ------                 ----
<S>                                                        <C>                  <C>
                   Village Inn                              VA-889-124          April 13, 1998
      Suggestive Selling Incentive Program                 TXu-136-317          October 3, 1983
      Suggestive Selling Incentive Program                 TXu-136-318          October 3, 1983
        Special Menu for Little Villagers                   VA-119-323          March 3, 1983
                   Village Inn                              VA-119-324          March 3, 1983
                   Village Inn                              VA-119-325          March 3, 1983
</TABLE>

VI ACQUISITION CORP.: NONE
VILLAGE INN PANCAKE HOUSE OF ALBUQUERQUE, INC.: NONE
VILLAGE INN PANCAKE HOUSE OF CANADA LIMITED: NONE

                                     ES-58

<PAGE>

                                  SCHEDULE 5.18

                    DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS

<TABLE>
<CAPTION>
                                                                       ACCOUNT
                BANK                                                    NUMBER                 ADDRESS
                ----                                                    ------                 -------
<S>                                                                    <C>             <C>
         CORPORATE ACCOUNTS

Bank of America - A/P                                                  [...***...]     555 S. Flower Street, 3rd Floor
                                                                                       CA9-706-03-11
                                                                                       Los Angeles, CA  90071

Bank of America - Vacation Benefits                                    [...***...]     555 S. Flower Street, 3rd Floor
                                                                                       CA9-706-03-11
                                                                                       Los Angeles, CA  90071

Bank of America - Master Funding                                       [...***...]     555 S. Flower Street, 3rd Floor
                                                                                       CA9-706-03-11
                                                                                       Los Angeles, CA  90071

Bank of America - Investments                                          [...***...]     2044 Franklin Street Mezzanine
                                                                                       Oakland, CA  94612

First National Bank of Omaha - Med. Claims Funding                     [...***...]     1620 Dodge Street
                                                                                       Stop 2254
                                                                                       Omaha, NE  68197

Wells Fargo - Payroll Greenville, NC                                   [...***...]     1740 Broadway
                                                                                       Denver, CO  80274

Wells Fargo - Payroll Funding                                          [...***...]     1740 Broadway
                                                                                       Denver, CO  80274

Wells Fargo - Corporate Depository                                     [...***...]     1740 Broadway
                                                                                       Denver, CO  80274

US Bank - Med. and Childcare Reimb.                                    [...***...]     918 17th Street, 4th Floor
                                                                                       DN-CO-BB4A
                                                                                       Denver, CO  55402

Fifth Third Bank - Corporate Depository                                [...***...]     38 Fountain Square Plaza
                                                                                       MD 109046
                                                                                       Cincinnati, OH  45202

Wells Fargo - Corp Debit Card                                          [...***...]     1740 Broadway
                                                                                       Denver, CO  80274
</TABLE>

* CONFIDENTIAL TREATMENT REQUESTED BY VICORP RESTAURANTS, INC.

                                     ES-59
<PAGE>

<TABLE>
<CAPTION>
                                               ACCOUNT
               BANK                             NUMBER                 ADDRESS
--------------------------------------------------------------------------------------------
<S>                                          <C>           <C>
  RESTAURANT ACCOUNTS - AGENCY
           ACCOUNTS

Bank of America - CA                         [...***...]   555 S. Flower Street, 3rd Floor
                                                           CA9-706-03-11
                                                           Los Angeles, CA 90071

LaSalle Bank                                 [...***...]   135 S. LaSalle St., Suite 515
                                                           Chicago, IL 60603

National City Bank - MI/IL                   [...***...]   155 E. Broad Street
                                                           Columbus, OH 43251-0077

National City Bank - Ohio                    [...***...]   155 E. Broad Street
                                                           Columbus, OH 43251-0077

US Bank                                      [...***...]   918 17th Street, 4th Floor
                                                           DN-CO-BB4A
                                                           Denver, CO 55402

Wells Fargo                                  [...***...]   1740 Broadway
                                                           Denver, CO 80274

First State Bank (VILLAGE INN PANCAKE        [...***...]   P.O. Box 3686
HOUSE OF ALBUQUERQUE, INC.)                                Albuquerque, NM 87190-3686

       CONVENIENCE ACCOUNTS

Bank of America - FL                         [...***...]   555 S. Flower Street, 3rd Floor
                                                           CA9-706-03-11
                                                           Los Angeles, CA 90071

Great Lakes Bank                             [...***...]   18106 Dixie Hwy
                                                           Homewood, IL 60430

Canon National Bank                          [...***...]   2101 Fremont Drive
                                                           P.O. Box 829
                                                           Canon City, CO 81215

Clinton National Bank                        [...***...]   235 6th Ave. South
                                                           Clinton, IA  52733

Commerce Bank                                [...***...]   15305 E. Colfax Ave.
                                                           Aurora, CO 80011
</TABLE>

* CONFIDENTIAL TREATMENT REQUESTED BY VICORP RESTAURANTS, INC.

                                     ES-60
<PAGE>

<TABLE>
<CAPTION>
                                               ACCOUNT
               BANK                             NUMBER                 ADDRESS
----------------------------------------------------------------------------------------
<S>                                         <C>           <C>
First Bank and Trust of Illinois            [...***...]   300 E. Northwest Hwy
                                                          Palatine, IL 60067

First National Bank of Illinois             [...***...]   2108 W. Jefferson
                                                          Joliet, IL 60435

First National Bank of Strasburg            [...***...]   120 S. Wilcox Street
                                                          Castle Rock, CO 80104

Harris Bank                                 [...***...]   4 Blanchard Circle
                                                          Wheaton, IL 60187

KeyBank                                     [...***...]   1675 Broadway, 5th Floor
                                                          Denver, CO 80202

Mid State Bank                              [...***...]   91 W. Highway 246 & Central Ave
                                                          Buelton, CA 93427

National City Bank - IN                     [...***...]   155 E. Broad Street
                                                          Columbus, OH 43251-0077

Nebraska State Bank                         [...***...]   3211 N. 90th Street
                                                          Omaha, NE  68134

Peoples National Bank                       [...***...]   1899 Woodmore Dr.
                                                          Monument, CO 80132
</TABLE>

* CONFIDENTIAL TREATMENT REQUESTED BY VICORP RESTAURANTS, INC.

                                     ES-61
<PAGE>

                                  SCHEDULE 5.20

                             PERMITTED INDEBTEDNESS

VICORP RESTAURANTS, INC.:

Capital lease obligations, as follows:

<TABLE>
<CAPTION>
                                                 TOTAL
     LOCATION                                 OBLIGATION
--------------------                        ---------------
<S>                                         <C>
SALT LAKE CITY                                 (986,821.12)
DENVER-E. HAMPDEN                              (850,858.34)
OREM                                                 (0.00)
COLO SPRINGS                                         (0.00)
CASTLE ROCK                                    (184,322.88)
ST AUGUSTINE                                    (48,302.93)
TEMPE-BASELINE                                  (17,336.70)
APACHE JUNCTION                                 (11,779.15)
FLAGSTAFF                                       (45,853.43)
BRANDON                                              (0.00)
AURORA - SEVEN HILLS                         (1,491,195.87)
SANDIEGO                                       (133,945.63)
SALINAS                                              (0.00)
EL TORO                                              (0.00)
RANCHO CORDOVA                                  (31,311.84)
LAKEWOOD                                             (0.00)
CEDAR FALLS                                     (52,328.01)
MOBILE                                         (125,034.94)
GARDEN GROVE                                         (0.00)
                                            --------------
                                             (3,979,090.84))
</TABLE>

VI ACQUISITION CORP.: NONE
VILLAGE INN PANCAKE HOUSE OF ALBUQUERQUE, INC.:  NONE
VILLAGE INN PANCAKE HOUSE OF CANADA LIMITED:  NONE

                                     ES-62
<PAGE>

                                  SCHEDULE 5.22

                             CREDIT CARD PROCESSORS

VICORP RESTAURANTS, INC.

<TABLE>
<CAPTION>
  PROCESSOR               CREDIT CARDS PROCESSED          APPROXIMATE ANNUAL SETTLEMENTS
  ---------               ----------------------          ------------------------------
<S>                     <C>                               <C>
Fifth Third Bank        Visa, Mastercard, Discover                  [...***...]
American Express        American Express                            [...***...]
Diners Club             Diners Club                                 [...***...]
</TABLE>

VI ACQUISITION CORP.: NONE
VILLAGE INN PANCAKE HOUSE OF ALBUQUERQUE, INC.:  NONE
VILLAGE INN PANCAKE HOUSE OF CANADA LIMITED:  NONE

* CONFIDENTIAL TREATMENT REQUESTED BY VICORP RESTAURANTS, INC.

                                     ES-63
<PAGE>

                                 SCHEDULE 7.13

                             AFFILIATE TRANSACTIONS

Professional Services Agreement, dated June 13, 2003, by and among Wind Point
Investors, IV, L.P., Wind Point Investors V, L.P. and VICORP Restaurants, Inc.

Stockholders Agreement, dated June 13, 2003, by and among VI Acquisition Corp.,
Wind Point Partners IV, L.P., Wind Point Partners V, L.P., Mid Oaks Investments
LLC, A.G. Edwards Private Equity Partners QP II, L.P., A.G. Edwards Private
Equity Partners II, L.P., Debra Koenig, Walter van Benthuysen, Allied Capital
Corporation, Gleacher Mezzanine Fund I, L.P., Gleacher Mezzanine Fund P, L.P.,
and SunTrust Banks, Inc.

Stock Purchase Agreement, dated June 13, 2003, by and among VI Acquisition
Corp., Wind Point Partners IV, L.P., Wind Point Partners V, L.P., Mid Oaks
Investments LLC, A.G. Edwards Private Equity Partners QP II, L.P., A.G. Edwards
Private Equity Partners II, L.P., Debra Koenig, Walter van Benthuysen, William
Hoppe, Robert Kaltenbach, Joseph Trungale, Timothy R. Kanaly, Daniel W. Gresham,
Mark A. Hampton, Jeffry Guido, Peter M. Pazcuzzi, John A. Stocherro, and Thomas
M. Rink.

Registration Rights Agreement, dated as of June 13, 2003, by and among VI
Acquisition Corp., Wind Point Partners IV, L.P., Wind Point Partners V, L.P.,
Mid Oaks Investments LLC, A.G. Edwards Private Equity Partners QP II, L.P., A.G.
Edwards Private Equity Partners II, L.P., Debra Koenig, Walter van Benthuysen,
William Hoppe, Robert Kaltenbach, Joseph Trungale Allied Capital Corporation,
Gleacher Mezzanine Fund I, L.P., Gleacher Mezzanine Fund P, L.P., and SunTrust
Banks, Inc

Management Agreement, dated as of June 13, 2003, by and between VI Acquisition
Corp. and Timothy R. Kanaly.

Management Agreement, dated as of June 13, 2003, by and between VI Acquisition
Corp. and Daniel W. Gresham.

Management Agreement, dated as of June 13, 2003, by and between VI Acquisition
Corp. and Mark A. Hampton.

Management Agreement, dated as of June 13, 2003, by and between VI Acquisition
Corp. and Jeffry Guido.

Management Agreement, dated as of June 13, 2003, by and between VI Acquisition
Corp. and Peter M. Pascuzzi.

Management Agreement, dated as of June 13, 2003, by and between VI Acquisition
Corp. and Thomas M. Rink.

                                     ES-64
<PAGE>

Management Agreement, dated as of June 13, 2003, by and between VI Acquisition
Corp. and Debra Koenig.

Management Agreement, dated as of June 13, 2003, by and between VI Acquisition
Corp. and Robert Kaltenbach.

Management Agreement, dated as of June 13, 2003, by and between VI Acquisition
Corp. and Walter van Benthuysen.

Management Agreement, dated as of June 13, 2003, by and between VI Acquisition
Corp. and Donald R. Prismon.

Management Agreement, dated as of February 20, 2004, by and between VI
Acquisition Corp. and Anthony Carroll.

Management Agreement, dated as of March 3, 2004, by and between VI Acquisition
Corp. and Debra Koenig.

Management Agreement, dated as of March 3, 2004, by and between VI Acquisition
Corp. and Thomas M. Rink.

Management Agreement, dated as of March 11, 2004, by and between VI Acquisition
Corp. and Walter van Benthuysen.

Indemnification of officers and directors under the Bylaws of VI Acquisition
Corp., Midway Investors Holdings, Inc., VICORP Restaurants, Inc. (Colorado),
VICORP Restaurants, Inc. (Delaware), Village Inn Pancake House of Canada
Limited, and Village Inn Pancake House of Albuquerque, Inc.

                                     ES-65