exv10w19






Exhibit 10.19




	 	 	 

	Wells Fargo Bank, National Association

	 	Bank of America, N.A.
	101 Federal Street, 20th Floor

	 	100 Federal Street
	Boston, MA 02110

	 	MA5-100-09-06
	 

	 	Boston, MA 02110
	 
	 	 
	Wells Fargo Securities, LLC

	 	Banc of America Securities LLC
	One Wachovia Center

	 	One Bryant Park
	301 South College Street

	 	New York, New York 10036
	Charlotte, NC 28288-0737
	 	 






CONFIDENTIAL




October 4, 2010




Bravo Brio Restaurant Group, Inc.

777 Goodale Boulevard

Columbus, Ohio 43121



Attention: James J. O’Connor, Chief Financial Officer, Treasurer and Secretary





			
	          Re:	 	Commitment Letter

$85 Million Senior Secured Credit Facilities





Ladies and Gentlemen:




     You have advised Wells Fargo Bank, National Association (“Wells Fargo Bank”) and Bank
of America, N.A. (“Bank of America” and, together with Wells Fargo Bank, the “Banks”) and
Wells Fargo Securities, LLC (“Wells Fargo Securities”) and Banc of America Securities LLC
(“BAS” and, together with Wells Fargo Securities and the Banks, “we” or
“us”) that Bravo Brio Restaurant Group, Inc. (the “Borrower” or “you”) (i)
intends to consummate an initial public offering (the “IPO”) and (ii) concurrently with the
consummation of the IPO, seeks financing which, together with the proceeds of the IPO, shall be
used to (a) refinance certain existing indebtedness of the Borrower and its subsidiaries (such
refinancings, collectively, the “Refinancing”), (b) pay fees, commissions and expenses in
connection with the Transactions (as defined below) and (c) finance ongoing working capital
requirements and other general corporate purposes, all as more fully described in the Summary of
Proposed Terms and Conditions attached hereto as Annex A (the “Term Sheet”). This
Commitment Letter (as defined below) describes the general terms and conditions for senior secured
credit facilities of $85 million to be provided to the Borrower consisting of (a) a term loan
facility of $45 million (the “Term Loan Facility”) and (b) a revolving credit facility of
$40 million (the “Revolving Credit Facility” and, collectively with the Term Loan Facility,
the “Senior Credit Facilities”).



     As used herein, the term “Transactions” means, collectively, the IPO, the Refinancing,
the initial borrowings and other extensions of credit under the Senior Credit Facilities and the
payment of fees, commissions and expenses in connection with each of the foregoing. This letter,
including the Term
Sheet and the Conditions Annex attached hereto as Annex B (the “Conditions Annex”),
is hereinafter



 









 




referred to as the “Commitment Letter”. The date on which the Senior Credit
Facilities are closed is referred to as the “Closing Date”.




     1. Commitment. 



     (a) You have requested that the Banks commit to provide a portion of the Senior Credit
Facilities. In connection with the foregoing, (a) Wells Fargo Bank is pleased to advise you of its
commitment to provide to the Borrower $30 million of the principal amount of the Senior
Credit Facilities and (b) Bank of America is pleased to advise you of its commitment to provide the
Borrower $30 million of the principal amount of the Senior Credit Facilities (collectively, the
“Commitments”), in each case upon the terms and subject to the conditions set forth in this
Commitment Letter.



     (b) The Lead Arrangers (as defined below) shall use their reasonable best efforts to secure
commitments for the Senior Credit Facilities from a syndicate of banks, financial institutions and
other entities reasonably acceptable to the Borrower (such banks, financial institutions and other
entities committing to the Senior Credit Facilities, including the Banks, the “Lenders”)
upon the terms and subject to the conditions set forth in this Commitment Letter. Wells Fargo
Securities and BAS, acting alone or through or with affiliates selected by each of them, will act
as the joint lead bookrunners and joint lead arrangers (in such capacities, the “Lead
Arrangers”) in arranging and syndicating the Senior Credit Facilities. Wells Fargo Bank will
act as the sole administrative agent (in such capacity, the “Administrative Agent”) for the
Senior Credit Facilities, and Bank of America will act as the sole syndication agent for the Senior
Credit Facilities. No additional agents, co-agents or arrangers will be appointed and no other
titles will be awarded without the prior written approval of Wells Fargo Securities. Wells Fargo
Securities (a) shall have the right, in consultation with you, to award titles to other co-agents
or arrangers who are Lenders that provide (or whose affiliates provide) commitments in respect of
the Senior Credit Facilities; provided, that no other agent, co-agent or arranger other
than Wells Fargo Securities will have rights in respect of the management of the syndication of the
Senior Credit Facilities and (b) will have the left and highest placement on the information
memoranda and any other marketing materials relating to the Senior Credit Facilities.



     (c) Effective upon your agreement to and acceptance of this Commitment Letter and continuing
through November 15, 2010, you will not solicit, initiate, entertain or permit, or enter into any
discussions with any other bank, investment bank, financial institution, person or entity in
respect of any structuring, arranging, underwriting, offering, placing, or syndicating of all or
any portion of the Senior Credit Facilities or any other bank/senior credit financing similar to,
or as a replacement of, all or any portion of the Senior Credit Facilities.



     2. Conditions to Commitment. The Commitments of the Banks and the undertakings of the
Lead Arrangers hereunder are subject to the satisfaction of each of the following conditions
precedent in a manner reasonably acceptable to the Banks and the Lead Arrangers:



     (a) your written acceptance, and compliance with the terms and conditions, of (i) a letter
dated the date hereof from the Lead Arrangers and the Banks to you (the “Arranger Fee
Letter”) pursuant to which you agree to pay, or cause to be paid, to the Lead Arrangers and the
Banks, as applicable, for their account and for the account of the Lenders certain fees and
expenses and to fulfill certain other obligations in connection with the Senior Credit Facilities
and (ii) a letter dated as of the date hereof from Wells Fargo Bank and Wells Fargo Securities
(collectively, the “Wells Fargo Parties”) to you (the “Agent Fee Letter,” and,
collectively with the Arranger Fee Letter, the “Fee Letters”), pursuant to which you agree
to pay, or cause to be paid, to the Wells Fargo Parties for their account certain fees and expenses
and to fulfill certain other obligations in connection with the Senior Credit Facilities;



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     (b) after the date hereof and until the date of the initial borrowing under the Senior Credit
Facilities (the “Closing Date”), none of the Borrower nor any of its subsidiaries shall
have announced, offered, arranged, syndicated or issued any debt securities (including convertible
securities) or bank financing (other than the Senior Credit Facilities) without our prior written
consent;



     (c) since December 27, 2009, there not having occurred any material adverse condition or
material adverse change in or affecting, or the occurrence of any circumstance or condition that
could reasonably be expected to result in a material adverse change in, or have a material adverse
effect on, the business, operations, condition (financial or otherwise), assets, liabilities
(whether actual or contingent) or prospects of the Borrower and its subsidiaries, taken as a whole;



     (d) the accuracy and completeness of all representations that you and your affiliates make to
the Lead Arrangers and the Banks and your compliance with the terms of this Commitment Letter;



     (e) the satisfaction of all other conditions described herein, in the Term Sheet and in the
Conditions Annex; and



     (f) Wells Fargo Securities having received satisfactory commitments from Lenders (including
the Commitments of the Banks) equaling or exceeding the aggregate amount of the Senior Credit
Facilities.



     The Commitments of the Banks and the undertakings of Lead Arrangers hereunder are also
conditioned upon and made subject to our not becoming aware after the date hereof of any new or
inconsistent information or other matter not previously disclosed to us relating to any of (i) the
Borrower and its subsidiaries or (ii) the other Transactions, in each case, which information or
other matter could reasonably be expected to have a Material Adverse Effect. For the purposes
hereof, “Material Adverse Effect” means (A) a material adverse change in, or a material adverse
effect on, the business, operations, condition (financial or otherwise), assets, liabilities
(whether actual or contingent) or prospects of the Borrower and its subsidiaries, taken as a whole,
(B) a material impairment of the rights and remedies of the Administrative Agent or any Lender
under the Financing Documentation (as defined in the Term Sheet) or (C) a material adverse effect
upon the legality, binding effect or enforceability against the Borrower or any Guarantor (as
defined in the Term Sheet) of any Financing Documentation to which it is a party.



     3. Syndication.



     (a) Wells Fargo Securities shall have had a reasonable opportunity and reasonable period of
time in which to complete the syndication of the Senior Credit Facilities (which shall be at least
30 days following the launch of the general syndication of the Senior Credit Facilities;
provided, that in no event will any of the Lead Arrangers or the Banks be obligated to
close or fund the Senior Credit Facilities prior to the date that is 20 days after the earlier to
occur of (i) the date of the primary bank meeting for prospective Lenders and (ii) the delivery of
the final confidential information memorandum (in form and substance satisfactory to Wells Fargo
Securities) to be used in connection with the syndication). Wells Fargo Securities may, at its
option, conduct or conclude such syndication before or after the closing of the Senior Credit
Facilities.



     (b) You agree to assist us actively in achieving a syndication of the Senior Credit Facilities
that is satisfactory to us and you. To assist us in our syndication efforts, you agree that you
will, and will cause your representatives and non-legal advisors to (i) provide promptly to the
Lead Arrangers and the Banks and the other Lenders upon request all information reasonably deemed
necessary by the Lead
Arrangers to assist the Lead Arrangers and each Lender in their evaluation of the Transactions
and to



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complete the syndication, (ii) make senior management of the Borrower available to
prospective Lenders on reasonable prior notice and at reasonable times and places, (iii) host, with
the Lead Arrangers, one or more meetings with prospective Lenders, (iv) assist, and cause your
affiliates and advisors to assist, the Lead Arrangers in the preparation of one or more
confidential information memoranda and other marketing materials to be used in connection with the
syndication and (v) use commercially reasonable efforts to ensure that the syndication efforts of
the Lead Arrangers benefit materially from the existing lending relationships of the Borrower.




     (c) Wells Fargo Securities and/or one or more of its affiliates will exclusively manage all
aspects of the syndication of the Senior Credit Facilities (in consultation with you), including
decisions as to the selection and number of potential Lenders to be approached, when they will be
approached, whose commitments will be accepted, any titles offered to the Lenders and the final
allocations of the commitments and any related fees among the Lenders, and Wells Fargo Securities
will exclusively perform all functions and exercise all authority as is customarily performed and
exercised in such capacities; provided that any Lenders from which commitments have been
accepted shall be reasonably acceptable to you. No Lender will receive compensation from you with
respect to the Senior Credit Facilities outside the terms contained herein and in the Fee Letters
in order to obtain its commitment to participate in the Senior Credit Facilities.



     4. Information.



     (a) You represent, warrant and covenant that (i) all information (other than the Projections
(as defined below), similar forward looking information and information of a general economic
nature or relating generally to the industry of the Borrower and its Subsidiaries) concerning the
Borrower and its subsidiaries and the Transactions that has been or will be made available to the
Lead Arrangers, the Banks or the other Lenders by you, or any of your representatives, subsidiaries
or affiliates (or on your or their behalf) (the “Information”) is, and in the case of
Information made available after the date hereof, will be complete and correct in all material
respects and does not, and in the case of Information made available after the date hereof, will
not contain any untrue statement of a material fact or omit to state a material fact necessary in
order to make the statements contained therein, in light of the circumstances under which they were
made, not misleading (after giving effect to all supplements thereto provided at or prior to the
time such representation is made) and (ii) all financial projections concerning the Borrower and
its respective subsidiaries, taking into account the consummation of the Transactions, that have
been or will be made available to the Lead Arrangers, the Banks or the other Lenders by you, or any
of your representatives, subsidiaries or affiliates (or on your or their behalf) (the
“Projections”) have been and will be prepared in good faith based upon assumptions believed
by you to be reasonable at the time made, it being understood that actual results may vary
materially from the Projections. You agree to furnish us with such Information and Projections as
we may reasonably request and to supplement, or cause to be supplemented, the Information and the
Projections from time to time until the Closing Date and, if requested by the Lead Arrangers, after
the Closing Date through the completion of a successful syndication of the Senior Credit Facilities
so that the conditions and representations and warranties contained in the preceding sentence
remain correct. We will be entitled to use and rely upon, without responsibility to verify
independently, the Information and the Projections.



     (b) You acknowledge that (i) the Lead Arrangers and the Banks on your behalf (subject to
customary confidentiality agreements) will make available the Information, Projections and other
marketing materials and presentations, including confidential information memoranda (collectively,
the “Informational Materials”), to the potential Lenders by posting the Informational
Materials on SyndTrak Online or by other similar electronic means (collectively, the
“Electronic Means”) and (ii) certain prospective Lenders (“Public Lenders”) may not
wish to receive material non-public information (within
the meaning of the United States federal securities laws, “MNPI”) with respect to the
Borrower or its



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affiliates or any of their respective securities, and who may be engaged in
investment and other market-related activities with respect to such entities’ securities. At the
request of the Lead Arrangers, (A) you will assist, and cause your affiliates, advisors to assist,
the Lead Arrangers in the preparation of Informational Materials to be used in connection with the
syndication of the Senior Credit Facilities to Public Lenders, which will not contain MNPI (the
“Public Informational Materials”), (B) you will identify and conspicuously mark any Public
Informational Materials “PUBLIC”, and (C) you will identify and conspicuously mark any
Informational Materials that include any MNPI as “PRIVATE AND CONFIDENTIAL”. Notwithstanding the
foregoing, you agree that the Lead Arrangers and the Banks may distribute the following documents
to all prospective Lenders (including the Public Lenders) on your behalf, unless you advise the
Lead Arrangers and the Banks in writing (including by email) within a reasonable time prior to
their intended distributions that such material should not be distributed to Public Lenders: (x)
administrative materials for prospective Lenders such as lender meeting invitations and funding and
closing memoranda, (y) notifications of changes to Senior Credit Facilities’ terms and (z) other
materials intended for prospective Lenders after the initial distribution of the Informational
Materials, including drafts and final versions of the Financing Documentation. If you advise us
that any of the foregoing items (other than the Financing Documentation) should not be distributed
to Public Lenders, then the Lead Arrangers and the Banks will not distribute such materials to
Public Lenders without further discussions with you.




     5. Indemnification. You agree to indemnify and hold harmless the Lead Arrangers and
the Banks and each of their respective affiliates, directors, officers, employees, partners,
representatives, advisors and agents and each of their respective heirs, successors and assigns
(each, an “Indemnified Party”) from and against any and all actions, suits, losses, claims,
damages, liabilities and expenses of any kind or nature, joint or several, to which such
Indemnified Party may become subject or that may be incurred or asserted or awarded against such
Indemnified Party, in each case arising out of or in connection with or by reason of (including,
without limitation, in connection with any investigation, litigation or proceeding or preparation
of a defense in connection therewith) (i) any matters contemplated by this Commitment Letter, the
Transactions or any related transaction (including, without limitation, the execution and delivery
of this Commitment Letter, the Financing Documentation for the Senior Credit Facilities and the
closing of the Transactions) or (ii) the use or the contemplated use of the proceeds of the Senior
Credit Facilities, and will reimburse each Indemnified Party for all out-of-pocket expenses
(including reasonable attorneys’ fees, expenses and charges) on demand as they are incurred in
connection with any of the foregoing; provided that no Indemnified Party will have any
right to indemnification for any of the foregoing to the extent that such losses, claims, damages,
liabilities or related expenses (i) are determined by a final non-appealable judgment of a court of
competent jurisdiction to have resulted from such Indemnified Party’s own gross negligence or
willful misconduct or (ii) result from a claim brought by the Borrower or any Guarantor against an
Indemnified Party for a material breach of such Indemnified Party’s obligations under this
Commitment Letter or the Fee Letters, if the Borrower or such Guarantor has obtained a final and
non-appealable judgment in its favor on such claim as determined by a court of competent
jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in
this paragraph applies, such indemnity shall be effective whether or not such investigation,
litigation or proceeding is brought by you, your equityholders or creditors or an Indemnified
Party, whether or not an Indemnified Party is otherwise a party thereto and whether or not the
transactions contemplated hereby are consummated. You also agree that no Indemnified Party will
have any liability (whether direct or indirect, in contract or tort, or otherwise) to you or your
affiliates or to your or their respective equity holders or creditors arising out of, related to or
in connection with any aspect of the transactions contemplated hereby, except to the extent such
liability is determined in a final, nonappealable judgment by a court of competent jurisdiction to
have resulted from such Indemnified Party’s own gross negligence or willful misconduct. The Lead
Arrangers and the Banks will only have liability to you (as opposed to any other person), and each
Bank shall be liable solely in respect of its own
Commitment to the Senior Credit Facilities on a several, and not joint, basis with any other
Lender. No Indemnified Party will be liable to you, your affiliates or any other person for any
indirect, consequential or punitive damages that may be alleged as a result of this Commitment
Letter or any element of the Transactions. No



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Indemnified Party will be liable to you, your
affiliates or any other person for any damages arising from the use by others of Informational
Materials or other materials obtained by Electronic Means. You shall not, without the prior
written consent of each Indemnified Party affected thereby (which consent will not be unreasonably
withheld), settle any threatened or pending claim or action that would give rise to the right of
any Indemnified Party to claim indemnification hereunder unless such settlement (a) includes a full
and unconditional release of all liabilities arising out of such claim or action against such
Indemnified Party and (b) does not include any statement as to or an admission of fault,
culpability or failure to act by or on behalf of any Indemnified Party.




     6. Expenses. You shall reimburse each of the Lead Arrangers and the Banks, from time
to time on demand for all reasonable out-of-pocket costs and expenses (including, without
limitation, reasonable legal fees and expenses and due diligence expenses) of the Lead Arrangers
and the Banks and all reasonable printing, reproduction, document delivery, travel, CUSIP, SyndTrak
and communication costs incurred in connection with the syndication and execution of the Senior
Credit Facilities and the preparation, review, negotiation, execution and delivery of this
Commitment Letter, the Fee Letters and the Financing Documentation.



     7. Confidentiality.



     (a) This Commitment Letter and the Fee Letters (collectively, the “Commitment
Documents”) and the existence and contents hereof and thereof shall be confidential and may not
be disclosed by you in whole or in part to any person without our prior written consent, except for
(i) the disclosure hereof or thereof on a confidential basis to your directors, officers,
employees, accountants, attorneys and other professional advisors who have agreed to maintain the
confidentiality of the Commitment Documents for the purpose of evaluating, negotiating or entering
into the Transactions or (ii) as otherwise required by law; provided that you may disclose,
after your acceptance of the Commitment Documents, (A) this Commitment Letter, but not the Fee
Letters, in any required filings with the Securities and Exchange Commission and other applicable
regulatory authorities and stock exchanges and (B) the Term Sheet to any ratings agency in
connection with the Transactions. The Lead Arrangers and the Banks shall be permitted to use
information related to the syndication and arrangement of the Senior Credit Facilities in
connection with obtaining a CUSIP number, marketing, press releases or other transactional
announcements or updates provided to investor or trade publications, subject to confidentiality
obligations or disclosure restrictions reasonably requested by you. Prior to the Closing Date, the
Lead Arrangers and the Banks shall have the right to review and approve any public announcement or
public filing made by you or your representatives relating to the Senior Credit Facilities or to
any of the Lead Arrangers and the Banks in connection therewith, before any such announcement or
filing is made (such approval not to be unreasonably withheld or delayed).



     (b) The Lead Arrangers and the Banks hereby notify you that pursuant to the requirements of
the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the
“Patriot Act”), each of them is required to obtain, verify and record information that
identifies you, which information includes your name and address and other information that will
allow the Lead Arrangers and the Banks and the other Lenders to identify you in accordance with the
Patriot Act.



     8. Other Services.



     (a) Nothing contained herein shall limit or preclude the Lead Arrangers, the Banks or any of
their affiliates from carrying on any business with, providing banking or other financial services
to, or
from participating in any capacity, including as an equity investor, in any party whatsoever,
including,



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without limitation, any competitor, supplier or customer of you or any of your
affiliates, or any other party that may have interests different than or adverse to such parties.




     (b) You acknowledge that the Lead Arrangers and their affiliates (the term “Lead Arranger” as
used in this paragraph being understood to include such affiliates) (i) may be providing debt
financing, equity capital or other services (including financial advisory services) to other
entities and persons with which you or your affiliates may have conflicting interests regarding the
Transactions and otherwise, (ii) may act, without violation of its contractual obligations to you,
as it deems appropriate with respect to such other entities or persons, and (iii) have no
obligation in connection with the Transactions to use, or to furnish to you or your affiliates or
subsidiaries, confidential information obtained from other entities or persons.



     (c) In connection with all aspects of the Transactions, you acknowledge and agree that: (i)
the Senior Credit Facilities and any related arranging or other services described in this
Commitment Letter is an arm’s-length commercial transaction between you and your affiliates, on the
one hand, and the Lead Arrangers and the Banks, on the other hand, and you are capable of
evaluating and understanding and understand and accept the terms, risks and conditions of the
Transactions, (ii) in connection with the process leading to the Transactions, each of the Lead
Arrangers and the Banks is and has been acting solely as a principal and not as a financial
advisor, agent or fiduciary, for you or any of your affiliates, equityholders, directors, officers,
employees, creditors or any other party, (iii) none of the Lead Arrangers or the Banks has assumed
or will assume an advisory, agency or fiduciary responsibility in your or your affiliates’ favor
with respect to any of the Transactions or the process leading thereto (irrespective of whether any
of the Lead Arrangers or the Banks has advised or is currently advising you or your affiliates on
other matters) and none of the Lead Arrangers or the Banks has any obligation to you or your
affiliates with respect to the Transactions except those obligations expressly set forth in the
Commitment Documents, (iv) the Lead Arrangers and the Banks and their respective affiliates may be
engaged in a broad range of transactions that involve interests that differ from yours and your
affiliates and none of the Lead Arrangers or the Banks shall have any obligation to disclose any of
such interests, and (v) none of the Lead Arrangers or the Banks has provided any legal, accounting,
regulatory or tax advice with respect to any of the Transactions and you have consulted your own
legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate. You
hereby waive and release, to the fullest extent permitted by law, any claims that you may have
against any of the Lead Arrangers or the Banks with respect to any breach or alleged breach of
agency or fiduciary duty.



     9. Acceptance/Expiration of Commitments.



     (a) This Commitment Letter and the Commitment and agreements of the Banks and the undertakings
of Lead Arrangers set forth herein shall automatically terminate at 5:00 p.m. (Eastern Time,
Standard or Daylight, as applicable) on October 4, 2010 (the “Acceptance Deadline”),
without further action or notice unless signed counterparts of this Commitment Letter and the Fee
Letters shall have been delivered to the Lead Arrangers by such time to the attention of Bill
Cvetkovski, Director, Wells Fargo Securities, LLC, 301 South College Street, NC0737 Charlotte, NC
28288 (facsimile: (704) 383-9519; electronic mail: bill.cvetkovski@wellsfargo.com).



     (b) In the event this Commitment Letter is accepted by you as provided in the last paragraph
of this Commitment Letter below, the Commitment and agreements of the Banks and the undertakings of
the Lead Arrangers set forth herein will automatically terminate without further action or notice
upon the earliest to occur of (i) at 5:00 p.m. (Eastern Time, Daylight or Standard, as applicable)
on November 15, 2010, if the Closing Date shall not have occurred by such time and (ii) a material
breach by you under this Commitment Letter or either Fee Letter.



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     10. Survival. The sections of this Commitment Letter relating to Indemnification,
Expenses, Confidentiality, Other Services, Survival and Governing Law shall survive any termination
or expiration of this Commitment Letter or the Commitment of the Banks or the undertakings of the
Lead Arrangers set forth herein (regardless of whether definitive Financing Documentation is
executed and delivered), and the Sections relating to Syndication and Information shall survive
until the later of (a) the Closing Date and (b) the completion of the syndication of the Senior
Credit Facilities (but in any event no later than thirty (30) days after the Closing Date).



     11. Governing Law. This Commitment Letter and the Fee Letters shall be governed by,
and construed in accordance with, the laws of the State of New York without regard to principles of
conflicts of law to the extent that the application of the laws of another jurisdiction will be
required thereby. The parties hereby waive any right to trial by jury with respect to any claim or
action arising out of this Commitment Letter or the Fee Letters. The parties hereto hereby agree
that any suit or proceeding arising in respect of this Commitment Letter or the Fee Letters or any
of the matters contemplated hereby or thereby will be tried exclusively in the U.S. District Court
for the Southern District of New York or, if such court does not have subject matter jurisdiction,
in any state court located in the City and County of New York, and the parties hereto hereby agree
to submit to the exclusive jurisdiction of, and venue in, such court. The parties hereto hereby
agree that service of any process, summons, notice or document by registered mail addressed to you
or each of the Lead Arrangers or the Banks will be effective service of process against such party
for any action or proceeding relating to any such dispute. The parties hereto irrevocably and
unconditionally waive any objection to venue of any such action or proceeding brought in any such
court and any claim that any such action or proceeding has been brought in an inconvenient forum.
A final judgment in any such action or proceeding may be enforced in any other courts with
jurisdiction over you or each of the Lead Arrangers and the Banks.



     12. Miscellaneous. This Commitment Letter and the Fee Letters embody the entire
agreement among the Lead Arrangers, the Banks and you and your affiliates with respect to the
specific matters set forth above and supersede all prior agreements and understandings relating to
the subject matter hereof. However, the terms and conditions of the Commitments of the Banks and
the undertaking of Lead Arrangers hereunder are not limited to those set forth herein, in the Term
Sheet or in the Conditions Annex. Those matters that are not covered or made clear herein, in the
Term Sheet, in the Conditions Annex or the Fee Letters are subject to mutual agreement of the
parties. No person has been authorized by any of the Lead Arrangers or the Banks to make any oral
or written statements inconsistent with this Commitment Letter and the Fee Letters. This
Commitment Letter and the Fee Letters shall not be assignable by any party hereto without the prior
written consent of each other party hereto, and any purported assignment without such consent shall
be void. This Commitment Letter and the Fee Letters are not intended to benefit or create any
rights in favor of any person other than the parties hereto, the Lenders and, with respect to
indemnification, each Indemnified Party. This Commitment Letter and the Fee Letters may be
executed in separate counterparts and delivery of an executed signature page of this Commitment
Letter and the Fee Letters by facsimile or electronic mail shall be effective as delivery of
manually executed counterpart hereof; provided that, upon the request of any party hereto,
such facsimile transmission or electronic mail transmission shall be promptly followed by the
original thereof. This Commitment Letter and each Fee Letter may only be amended, modified or
superseded by an agreement in writing signed by each of you and the Lead Arrangers and the Banks
party thereto that specifically provides such with reference to this Commitment Letter or such Fee
Letter, as applicable.



[Signature Pages Follow]









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     If you are in agreement with the foregoing, please indicate acceptance of the terms hereof by
signing the enclosed counterpart of this Commitment Letter and returning it to the Lead Arrangers,
together with executed counterparts of the Fee Letters, by no later than the Acceptance Deadline.



	 	 	 	 	 
	 	Sincerely,
 

WELLS FARGO BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/
Meghan E. Hinds
	 
	 	 	Name:  	Meghan E. Hinds	 
	 	 	Title:  	Vice President	 
	 
	 	WELLS FARGO SECURITIES, LLC

 	 
	 	By:  	/s/
Bill G. Cvetkovski	 
	 	 	Name:  	Bill G. Cvetkovski	 
	 	 	Title:  	Director	 
	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/
Angelo Maragos	 
	 	 	Name:  	Angelo Maragos	 
	 	 	Title:  	Vice President	 
	 
	 	BANC OF AMERICA SECURITIES LLC

 	 
	 	By:  	/s/
Christin M. O’Hara	 
	 	 	Name:  	Christin M. O’Hara	 
	 	 	Title:  	Managing Director	 
	 



BRAVO BRIO RESTAURANT GROUP, INC.

COMMITMENT LETTER






 









 




Agreed to and accepted as of the date first

above written:


BRAVO BRIO RESTAURANT GROUP, INC.



	 	 	 	 	 

	By:
	 	/s/ James J. O’Connor	 	 
	 

	 	 

Name:  James J. O’Connor
	 	 
	 

	 	Title:  Chief Financial Officer	 	 






BRAVO BRIO RESTAURANT GROUP, INC.

COMMITMENT LETTER








 









 








ANNEX A




$85,000,000

SENIOR SECURED CREDIT FACILITIES

SUMMARY OF PROPOSED TERMS AND CONDITIONS





	 	 	Capitalized terms not otherwise defined herein have the same meanings as specified therefor
in the Commitment Letter to which this Summary of Proposed Terms and Conditions is attached.





	 	 	 

	Borrower:

	 	Bravo Brio Restaurant Group, Inc., an Ohio corporation (the
“Borrower”).
	 
	 	 
	Joint Lead Arrangers and
Joint Lead Bookrunners:

	 	Wells Fargo Securities, LLC and Banc of America Securities
LLC will act as joint lead arrangers and joint lead
bookrunners (in such capacity, the “Lead Arrangers”).
	 
	 	 
	Lenders:

	 	Wells Fargo Bank, National Association, Bank of America, N.A.
and a syndicate of financial institutions and other entities
(each a “Lender” and, collectively, the “Lenders”).
	 
	 	 
	Administrative Agent,
Issuing Bank and
Swingline Lender:

	 	Wells Fargo Bank, National Association (in such capacity, the
“Administrative Agent”, the “Issuing Bank” or the “Swingline
Lender”, as the case may be).
	 
	 	 
	Syndication Agent:

	 	Bank of America, N.A.
	 
	Senior Credit Facilities:
	 	Senior secured credit facilities (the “Senior Credit
Facilities”) in an aggregate principal amount of $85 million,
such Senior Credit Facilities to consist of:







	 	(a)	 	Revolving Credit Facility. A 5-year revolving credit
facility in an aggregate principal amount of $40 million (the
“Revolving Credit Facility”) (with a $10 million subfacility
for standby letters of credit (each, a “Letter of Credit”)
and a $10 million subfacility for swingline loans (each, a
“Swingline Loan”), on customary terms and conditions with
compensation to be agreed). Letters of Credit will be issued
by the Issuing Bank and Swingline Loans will, at the sole
discretion of the Swingline Lender, be made available by the
Swingline Lender and each Lender will purchase an irrevocable
and unconditional participation in each Letter of Credit and
Swingline Loan.
	 
	 	(b)	 	Term Loan Facility. A 5-year term loan facility in an
aggregate principal amount of $45 million (the “Term Loan Facility”).





 









 











	 	 	 

	Use of Proceeds:

	 	The Term Loan Facility and, if applicable, up to $25 million
of the Revolving Credit Facility, together with proceeds of
the IPO received on the Closing Date, will be used on the
Closing Date to (a) refinance certain existing indebtedness
of the Borrower and its subsidiaries (the “Refinancing”) and
(b) pay certain fees and expenses incurred in connection with
the IPO, the Refinancing and the Senior Credit Facilities
(collectively, the “Transactions”).
	 
	 	 
	 

	 	The Revolving Credit Facility will be used to provide ongoing
working capital and for other general corporate purposes of
the Borrower and its subsidiaries.
	 
	 	 
	Closing Date:

	 	The date on which the Senior Credit Facilities are closed
(the “Closing Date”), to occur on or before November 15,
2010.
	 
	 	 
	Availability:

	 	The Revolving Credit Facility will be available on a
revolving basis from and after the Closing Date until the
Revolving Credit Maturity Date (as defined below); provided
that no more than $25 million may be drawn under the
Revolving Credit Facility on the Closing Date.
	 
	 	 
	 

	 	The Term Loan Facility will be available only in a single
draw of the full amount of the Term Loan Facility on the
Closing Date.








	 	 	 

	Incremental Term Loans / Revolving 

Facility Increase:
	 	The Borrower will be entitled to incur (a) additional term
loans under a new term facility that will be included in the
Senior Credit Facilities (each, an “Incremental Term Loan”)
and/or (b) increases in the Revolving Credit Facility (each,
a “Revolving Facility Increase”), in an aggregate principal
amount for all such Incremental Term Loans and Revolving
Facility Increases of up to $20 million; provided that (a) no
default or event of default exists immediately prior to or
after giving effect thereto, (b) the other terms and
documentation in respect of any Incremental Term Loans, to
the extent not consistent with the Term Loan Facility, will
be reasonably satisfactory to the Administrative Agent and
(c) no Lender will be required or otherwise obligated to
provide any such Incremental Term Loan or Revolving Facility
Increase. Incremental Term Loans and Revolving Facility
Increases will have the same Guarantees from the Guarantors
and will be secured on a pari passu basis by the same
Collateral as the other Senior Credit Facilities.
	 
	 	 
	 

	 	The yield on the Incremental Term Loans and/or any Revolving
Facility Increase (taking into account the applicable
interest rate margin (including any applicable interest rate
floor) and upfront fees payable to the lenders making such
Incremental Term Loans or providing such Revolving Facility
Increase, as applicable) may not exceed (a) with respect to
the Incremental Term Loans, the then-current yield on the
Term Loan Facility by more than 25 basis points and (b) with
respect to any Revolving Facility Increase, the then-current
yield on the Revolving Credit Facility (it being understood






2









 






	 	 	 

	 

	 	that the pricing of the Term Loan Facility or the Revolving
Credit Facility, as applicable, may be increased and/or
additional fees may be paid to existing Lenders holding the
Term Loan Facility and/or the Revolving Credit Facility to
the extent necessary to satisfy such requirements).
	 
	 	 
	Documentation:

	 	The documentation for the Senior Credit Facilities will
include, among other items, a credit agreement, guarantees
and appropriate pledge, security, mortgage and other
collateral documents (collectively, the “Financing
Documentation”), all consistent with this Term Sheet.
	 
	 	 
	Guarantors:

	 	The obligations of the Borrower under the Senior Credit
Facilities, under any hedging agreements entered into between
any Loan Party (as defined below) and any counterparty that
is a Lender (or any affiliate thereof) at the time such
hedging agreement is executed and under any treasury
management arrangements between any Loan Party and a Lender
(or any affiliate thereof) will be unconditionally
guaranteed, on a joint and several basis, by each existing
and subsequently acquired or formed direct and indirect
subsidiary of the Borrower (each a “Guarantor”; and such
guarantee being referred to herein as a “Guarantee”);
provided that Guarantees by foreign subsidiaries will be
required only to the extent such Guarantees would not have
material adverse federal income tax consequences for the
Borrower (by constituting an investment of earnings in United
States property under Section 956 (or a successor provision)
of the Internal Revenue Code, triggering an increase in the
gross income of the Borrower pursuant to Section 951 (or a
successor provision) of the Internal Revenue Code without
corresponding credits or other offsets). All Guarantees
shall be guarantees of payment and not of collection. The
Borrower and the Guarantors are herein referred to as the
“Loan Parties” and, individually, as a “Loan Party.”
	 
	 	 
	Security:

	 	There will be granted to the Administrative Agent, for the
benefit of the Lenders, any counterparty to any hedging
agreement that is a Lender (or any affiliate thereof) at the
time such hedging agreement is executed and any Lender (or
any affiliate thereof) with treasury management arrangements
with any Loan Party, valid and perfected first priority
(subject to certain customary exceptions satisfactory to the
Administrative Agent and set forth in the Financing
Documentation) liens and security interests in and liens on
all of the following (collectively, the “Collateral”):







	 	(a)	 	All present and future capital stock or other membership
or partnership equity ownership or profit interests
(collectively, “Equity Interests”) owned or held of record or
beneficially by each of the Loan Parties, and 65% of the
voting stock (and 100% of the non-voting stock) of all
present and future first-tier foreign subsidiaries of any
Loan Party (to the extent, and for so long as, the pledge of
any greater percentage would have




3









 






	 	 	 	material adverse federal
income tax consequences for the Borrower); provided that any
first-tier foreign subsidiary that is disregarded for tax
purposes shall not be deemed to be a foreign subsidiary;
	 
	 	(b)	 	Substantially all of (i) the tangible and intangible
personal property and assets of the Loan Parties (including,
without limitation, all equipment, inventory and other goods,
accounts, licenses, contracts, intellectual property and
other general intangibles, deposit accounts, securities
accounts and other investment property and cash) and (ii) all
owned real property interests; and
	 
	 	(c)	 	All products, profits, rents and proceeds of the
foregoing.





	 	 	 

	 

	 	All such security interests in personal property and all
liens on real property will be created pursuant to, and will
comply with, customary Financing Documentation reasonably
satisfactory to the Administrative Agent. On the Closing
Date, such security interests in personal property will have
become perfected (or arrangements for the perfection thereof
reasonably satisfactory to the Administrative Agent will have
been made – it being understood that (i) with respect to any
fee property owned by any Loan Party as of the Closing Date,
all mortgages and other customary real estate documentation
related thereto will be permitted to be delivered to the
Administrative Agent within thirty (30) days after the
Closing Date and (ii) with respect to leased real property,
leasehold mortgages will not be required, but the Borrower
will be required to use commercially reasonable efforts to
obtain a customary landlord waiver from the applicable
landlord in form and substance reasonably acceptable to the
Administrative Agent).
	 
	 	 
	Final Maturity:

	 	The final maturity of the Revolving Credit Facility will
occur on the fifth anniversary of the Closing Date (the
“Revolving Credit Maturity Date”) and the commitments with
respect to the Revolving Credit Facility will automatically
terminate on such date.
	 
	 	 
	 

	 	The final maturity of the Term Loan Facility will occur on
the fifth anniversary of the Closing Date (the “Term Loan
Maturity Date”).
	 
	 	 
	Amortization:

	 	The Term Loan Facility will amortize in equal quarterly
installments based on the following amortization table, with
the remainder due on the Term Loan Maturity Date.






	 	 	 	 	 
	 	 	Principal
	Year	 	Amortization
	1
	 	 	5	%
	2
	 	 	5	%
	3
	 	 	10	%
	4
	 	 	10	%
	5
	 	 	70	%







4











 





	 	 	 

	Interest Rates and Fees:

	 	Interest rates and fees in connection with the Senior Credit
Facilities will be as specified in the Fee Letters and on
Schedule I attached hereto.
	Mandatory Prepayments
and Commitment
Reductions:

	 	Subject to the next paragraph, the Senior Credit Facilities
will be required to be prepaid with:
 

(a)   100% of the net cash proceeds of the issuance or
incurrence of debt by the Borrower or any of its
subsidiaries, subject to baskets and other exceptions to be
mutually agreed upon;

	 

	 	(b)   100% of the net cash proceeds of all asset sales,
insurance and condemnation recoveries and other asset
dispositions by the Borrower or any of its subsidiaries,
excluding sales of inventory in the ordinary course of
business and subject to baskets, reinvestment provisions and
other exceptions to be mutually agreed upon; and

	 

	 	(c)   50% of Excess Cash Flow (to be defined in the Financing
Documentation) for fiscal year 2011 and each fiscal year of
the Borrower thereafter, if the Consolidated Total Leverage
Ratio as of the end of the applicable fiscal year is equal to
or greater than 1.50 to 1.0. If such ratio as of the end of
any applicable fiscal year is less than 1.50 to 1.0, no
prepayment from Excess Cash Flow will be required for such
fiscal year.

	 

	 	All such mandatory prepayments will be applied first, to
prepay outstanding loans under the Term Loan Facility and
second, to prepay outstanding loans under the Revolving
Credit Facility (without a permanent reduction in the
aggregate commitment under the Revolving Credit Facility).
All such mandatory prepayments of the Term Loan Facility will
be applied to the remaining scheduled amortization payments
on a pro rata basis.
	Optional Prepayments and
Commitment Reductions:

	 	Loans under the Senior Credit Facilities may be prepaid and
unused commitments under the Revolving Credit Facility may be
reduced at any time, in whole or in part, at the option of
the Borrower, upon notice and in minimum principal amounts
and in multiples to be agreed upon, without premium or
penalty (except LIBOR breakage costs). Any optional
prepayment of the Term Loan Facility will be applied to the
remaining scheduled amortization payments on a pro rata
basis.
	Conditions to Initial
Extensions of Credit:

	 	The making of the initial extensions of credit under the
Senior Credit Facilities will be subject to satisfaction of
the conditions precedent set forth in Section 2 of the
Commitment Letter and in the Conditions Annex attached hereto
as Annex B.






5









 






	 	 	 

	Conditions to All
Extensions of Credit:

	 	Each extension of credit under the Senior Credit Facilities
will be subject to satisfaction of the following conditions
precedent: (a) all of the representations and warranties in
the Financing Documentation shall be true and correct in all
material respects (except to the extent that such
representation and warranty is qualified by materiality) as
of the date of such extension of credit and (b) no event of
default under the Senior Credit Facilities or unmatured
default shall have occurred and be continuing or would result
from such extension of credit.
	Representations and
Warranties:

	 	Usual and customary for facilities of this type and such
others as may be reasonably requested by the Lead Arrangers,
including, without limitation, the following (which will be
applicable to the Borrower and its subsidiaries and be
subject to materiality thresholds and exceptions to be
mutually agreed): organizational and legal status, financial
statements; capital structure; organizational power and
authority; no default; no conflict with laws or material
agreements; enforceability; absence of material litigation,
environmental regulations and liabilities; ERISA; necessary
consents and approvals; compliance with all applicable laws
and regulations including, without limitation, Regulations T,
U and X, Investment Company Act, the Patriot Act,
environmental laws and OFAC; payment of taxes and other
obligations; ownership of properties; intellectual property;
liens; insurance; solvency; absence of any material adverse
change; senior debt status; collateral matters including,
without limitation, perfection and priority of liens; labor
matters; material contracts; no burdensome restrictions; and
accuracy of disclosure.
	Affirmative Covenants:

	 	Usual and customary for facilities of this type, including,
without limitation, the following (which will be applicable
to the Borrower and its subsidiaries and be subject to
materiality thresholds and exceptions to be mutually agreed): use of proceeds; payment of taxes and other obligations;
continuation of business and maintenance of existence and
rights and privileges; necessary consents, approvals,
licenses and permits; compliance with laws and regulations
(including environmental laws, ERISA and the Patriot Act);
maintenance of property and insurance (including hazard and
business interruption insurance); maintenance of books and
records; right of the Lenders to inspect property and books
and records; notices of defaults, litigation and other
material events; financial reporting (including annual
audited and quarterly unaudited financial statements (in each
case, accompanied by covenant compliance certificates) and
annual updated budgets); management letters; additional
Guarantors and Collateral; other collateral matters; and
further assurances (including, without limitation, with
respect to security interests in after-acquired property).






6









 






	 	 	 

	Negative Covenants:

	 	Usual and customary for facilities of this type, including,
without limitation, the following (which will be applicable
to the Borrower and its subsidiaries and be subject to
materiality thresholds and exceptions to be mutually agreed): limitation on debt; limitation on liens; limitation on
further negative pledges; limitation on loans, advances,
acquisitions and other investments; limitation on dividends,
distributions, issuances of equity interests, redemptions and
repurchases of equity interests; limitation on fundamental
changes and asset sales and other disposition (including,
without limitation, sale-leaseback transactions); limitation
on prepayments, redemptions and purchases of subordinated and
certain other debt; limitation on transactions with
affiliates; limitation on dividend and other payment
restrictions affecting subsidiaries; limitation on changes in
line of business, fiscal year and accounting practices;
limitation on amendment of organizational documents and
material contracts; and limitation on additional designated
senior debt.
	Financial Covenants:

	 	The following:
	 

	 	(a)   Maximum Consolidated Total Leverage Ratio, initially set
at 2.00 to 1.00 for each fiscal quarter ending after the
Closing Date and prior to September 30, 2011, with a step
down to 1.75 to 1.00 for each fiscal quarter ending
thereafter;

	 

	 	(b)   Minimum Consolidated Fixed Charge Coverage Ratio of 1.50
to 1.00; and

	 

	 	(c)   Maximum Consolidated Capital Expenditures: The sum of
Consolidated Capital Expenditures for any fiscal year less
(b) the amount of payments of tenant incentives actually
received by the Borrower and its subsidiaries during such
fiscal year, shall be less than or equal to (i) for fiscal
year 2010, $12,000,000, and (ii) for each fiscal year
thereafter (A) if the Consolidated Total Leverage Ratio as of
the end of the immediately preceding fiscal year is equal to
or less than 1.00 to 1.00, an amount equal to 70% of
Consolidated EBITDA for such immediately preceding fiscal
year and (ii) if the Consolidated Total Leverage Ratio as of
the end of the immediately preceding fiscal year is greater
than or equal to 1.00 to 1.00, an amount equal to 60% of
Consolidated EBITDA for such immediately preceding fiscal
year; provided that the maximum amount of Consolidated
Capital Expenditures permitted in each fiscal year shall be
increased by one hundred (100%) of the unused Consolidated
Capital Expenditures from the immediately preceding fiscal
year (calculated without reference to any amounts carried
forward to such preceding year from any earlier year pursuant
to this proviso).

	 

	 	The financial covenants will apply to the Borrower
and its subsidiaries on a consolidated basis, with
definitions, opening levels, step-ups or step-downs (as
applicable) to be mutually agreed upon;






7









 






	 	 	 

	 

	 	provided that EBITDA
and Fixed Charges will reflect rent expense on a cash basis
(versus GAAP), and Consolidated Capital Expenditures will be
net of tenant incentives received.
	Events of Default:

	 	Usual and customary for facilities of this type, including,
without limitation, the following (with materiality
thresholds, exceptions and grace periods to be mutually
agreed): non-payment of obligations (including termination
payments under applicable hedging agreements); inaccuracy of
representation or warranty; non-performance of covenants and
obligations; default on other material debt (including
hedging agreements); change of control; bankruptcy or
insolvency; impairment of security; ERISA; material
judgments; actual or asserted invalidity or unenforceability
of any Financing Documentation or liens securing obligations
under the Financing Documentation; default under permitted
subordinated debt or invalidity or unenforceability of
subordination provisions contained in the documentation
related thereto.
	Defaulting Lender
Provisions, Yield
Protection and Increased
Costs:

	 	Customary for facilities of this type, including, without
limitation, in respect of breakage or redeployment costs
incurred in connection with prepayments, cash
collateralization for Letters of Credit or Swingline Loans in
the event any lender under the Revolving Credit Facility
becomes a Defaulting Lender (as such term shall be defined in
the Financing Documentation), changes in capital adequacy and
capital requirements or their interpretation, illegality,
unavailability, reserves without proration or offset and
payments free and clear of withholding or other taxes.
	Assignments and
Participations:

	 	(a)   Revolving Credit Facility: Subject to the consents
described below (which consents will not be unreasonably
withheld or delayed), each Lender will be permitted to make
assignments to other financial institutions in respect of the
Revolving Credit Facility in a minimum amount equal to $1
million.

	 

	 	(b)   Term Loan Facility: Subject to the consents described
below (which consents will not be unreasonably withheld or
delayed), each Lender will be permitted to make assignments
to other financial institutions in respect of the Term Loan
Facility in a minimum amount equal to $1 million.

	 

	 	(c)   Consents: The consent of the Borrower will be required
for any assignment unless (i) an Event of Default has
occurred and is continuing, (ii) the assignment is to a
Lender, an affiliate of a Lender or an Approved Fund (as such
term shall be defined in the Financing Documentation) or
(iii) the assignment is by either of the Banks in connection
with the primary syndication to a Lender approved by the
Borrower during the syndication process and is during the
period commencing on the Closing Date and ending on the date that







8









 






	 	 	 

	 

	 	is 90 days following the Closing Date. The consent of
the Administrative Agent will be required for any assignment
(i) in respect of the Revolving Credit Facility or an
unfunded commitment under the Term Loan Facility, to an
entity that is not a Lender with a commitment in respect of
the applicable Facility, an affiliate of such Lender or an
Approved Fund and (ii) in respect of the Term Loan Facility,
to an entity that is not a Lender, an affiliate of a Lender
or an Approved Fund. The consent of the Issuing Bank and the
Swingline Lender will be required for any assignment under
the Revolving Credit Facility. Participations will be
permitted without the consent of the Borrower or the
Administrative Agent.

	 

	 	(d)   No Assignment or Participation to Certain Persons. No
assignment or participation may be made to natural persons,
the Borrower or any of its affiliates or subsidiaries, or any
Defaulting Lender (to be defined in the Financing
Documentation).

	Required Lenders:

	 	On any date of determination, those Lenders who collectively
hold more than 50% of the outstanding loans and unfunded
commitments under the Senior Credit Facilities, or if the
Senior Credit Facilities have been terminated, those Lenders
who collectively hold more than 50% of the aggregate
outstandings under the Senior Credit Facility (the “Required
Lenders”); provided, however, that if any Lender shall be a
Defaulting Lender at such time, then the outstanding loans
and unfunded commitments under the Senior Credit Facilities
of such Defaulting Lender shall be excluded from the
determination of Required Lenders.
	Amendments and Waivers:

	 	Amendments and waivers of the provisions of the Financing
Documentation will require the approval of the Required
Lenders, except that (a) the consent of all Lenders directly
adversely affected thereby will be required with respect to
(i) increases in the commitment of such Lenders, (ii)
reductions of principal, interest or fees, (iii) extensions
of scheduled maturities or times for payment and (iv)
reductions in the voting percentages, (b) the consent of all
Lenders will be required with respect to releases of all or
substantially all of the value of the Collateral or
Guarantees (other than in connection with transactions
permitted pursuant to the Financing Documentation) and (c)
the consent of the Lenders holding more than 50% of the
outstanding loans and unfunded commitments under the
Revolving Credit Facility shall be required to approve any
amendment, waiver or consent for the purpose of satisfying a
condition precedent to borrowing under the Revolving Credit
Facility that would not be satisfied but for such amendment,
waiver or consent.
	Indemnification:

	 	The Loan Parties will indemnify the Lead Arrangers, the
Administrative Agent, each of the Lenders and their
respective affiliates, partners, directors, officers, agents
and advisors and hold






9









 






	 	 	 

	 

	 	them harmless from and against all
liabilities, damages, claims, costs, expenses (including
reasonable fees, disbursements, settlement costs and other
charges of counsel) relating to the Transactions or any
transactions related thereto and the Borrower’s use of the
loan proceeds or the commitments; provided that such
indemnity will not, as to any indemnitee, be available to the
extent that such losses, claims, damages, liabilities or
related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of
such indemnitee. This indemnification shall survive and
continue for the benefit of all such persons or entities.
	Expenses:

	 	The Loan Parties will reimburse the Lead Arrangers and the
Administrative Agent (and all Lenders in the case of
enforcement costs and documentary taxes) for all reasonable
out-of-pocket costs and expenses in connection with the
syndication, negotiation, execution, delivery and
administration of the Financing Documentation and any
amendment or waiver with respect thereto (including, without
limitation, reasonable fees and expenses of counsel thereto).
	Governing Law and Forum:

	 	New York.
	Waiver of Jury Trial and
Punitive and
Consequential Damages:

	 	All parties to the Financing Documentation waive the right to
trial by jury and the right to claim punitive or
consequential damages.
	Counsel for the Lead
Arrangers and the
Administrative Agent:

	 	Moore & Van Allen PLLC.






10









 






SCHEDULE I




INTEREST AND FEES



	 	 	 

	Interest:

	 	At the Borrower’s option, loans (other than
Swingline Loans) will bear interest based on the
Base Rate or LIBOR, as described below:
	 

	 	A.   Base Rate Option
	 

	 	Interest will be at the Base Rate plus the
applicable Interest Margin (as described below).
The “Base Rate” is defined as the highest of (a)
the Federal Funds Rate, as published by the Federal
Reserve Bank of New York, plus 1/2 of 1%, (b) the
prime commercial lending rate of the Administrative
Agent, as established from time to time at its
principal U.S. office (which such rate is an index
or base rate and will not necessarily be its lowest
or best rate charged to its customers or other
banks) and (c) the daily LIBOR (as defined below)
for a one month Interest Period (as defined below)
plus 1%. Interest shall be payable quarterly in
arrears on the last day of each calendar quarter
and (i) with respect to Base Rate Loans based on
the Federal Funds Rate and LIBOR, shall be
calculated on the basis of the actual number of
days elapsed in a year of 360 days and (ii) with
respect to Base Rate Loans based on the prime
commercial lending rate of the Administrative
Agent, shall be calculated on the basis of the
actual number of days elapsed in a year of 365/366
days. Any loan bearing interest at the Base Rate
is referred to herein as a “Base Rate Loan”.
	 

	 	Base Rate Loans will be made on same day notice and
will be in minimum amounts to be agreed upon.
	 

	 	B.   LIBOR Option
	 

	 	Interest will be determined for periods (“Interest
Periods”) of one, two, three or six months as
selected by the Borrower and will be at an annual
rate equal to the London Interbank Offered Rate
(“LIBOR”) for the corresponding deposits of U.S.
dollars plus the applicable Interest Margin (as
described below). LIBOR will be determined by the
Administrative Agent at the start of each Interest
Period and, other than in the case of LIBOR used in
determining the Base Rate, will be fixed through
such period. Interest will be paid on the last day
of each Interest Period or, in the case of Interest
Periods longer than three months, quarterly, and
will be calculated on the basis of the actual
number of days elapsed in a year of 360 days.
LIBOR will be adjusted for maximum statutory
reserve requirements (if any). Any loan bearing
interest at LIBOR (other than a Base Rate Loan for
which interest is determined by reference to LIBOR)
is referred to herein as a “LIBOR Rate Loan”.
	 

	 	LIBOR Rate Loans will be made on three business
days’ prior notice






11









 






	 	 	 

	 

	 	and, in each case, will be in
minimum amounts to be agreed upon.
	 

	 	Swingline loans will bear interest at the Base Rate
plus the applicable Interest Margin.
	Default Interest:

	 	(a) Automatically upon the occurrence and during
the continuance of any payment event of default or
upon a bankruptcy event of default of the Borrower
or any other Loan Party or (b) at the election of
the Required Lenders (or the Administrative Agent
at the direction of Required Lenders), upon the
occurrence and during the continuance of any other
event of default, all outstanding principal, fees
and other obligations under the Senior Credit
Facility shall bear interest at a rate per annum of
two percent (2%) in excess of the rate then
applicable to such loan (including the applicable
Interest Margin) and shall be payable on demand of
the Administrative Agent.
	Interest Margins:

	 	The initial applicable Interest Margin will be, for
both the Revolving Credit Facility and the Term
Loan Facility, determined based on the Closing
Leverage Ratio (as defined in Annex B), with the
initial Interest Margins for each facility to be
the percentages set forth in the applicable level
of the Pricing Grid below that corresponds to the
Closing Leverage Ratio. From and after the date on
which the Borrower will have delivered financial
statements for the fiscal quarter ending December
26, 2010, the Interest Margin with respect to the
each of the Term Loan Facility and the Revolving
Credit Facility will be determined in accordance
with the Pricing Grid set forth below.
	Commitment Fee:

	 	A commitment fee (the “Commitment Fee”) will accrue
on the unused amounts of the commitments under the
Revolving Credit Facility. Swingline loans will,
for purposes of the commitment fee calculations
only, not be deemed to be a utilization of the
Revolving Credit Facility. A Lender that is, and
for so long as it is, a Defaulting Lender, shall
not be entitled to receive a Commitment Fee in
respect of its commitment under the Revolving
Credit Facility and the amount of such Defaulting
Lender’s commitment under the Revolving Credit
Facility will be deducted from in the aggregate
commitments under the Revolving Credit Facility for
purposes of calculating the Commitment Fee payable
at any time by the Borrower. Such Commitment Fee
will initially be determined based on the Closing
Leverage Ratio, with the initial Commitment Fee to
be the percentage set forth in the applicable level
of the Pricing Grid below that corresponds to the
Closing Leverage Ratio. From and after the date on
which the Borrower will have delivered financial
statements for the for the fiscal quarter ending
December 26, 2010, the Commitment Fee will be
determined in accordance with the Pricing Grid set
forth below. All accrued Commitment Fees will be
fully earned and due and payable quarterly in
arrears (calculated on a 360-day basis) for the
account of the Lenders under the Revolving Credit
Facility and will accrue from the Closing Date.






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	Letter of Credit Fees:

	 	The Borrower will pay to the Administrative Agent,
for the account of the Lenders under the Revolving
Credit Facility, letter of credit participation
fees equal to the Interest Margin for LIBOR Rate
Loans under the Revolving Credit Facility, in each
case, on the undrawn amount of all outstanding
letters of credit.
	Other Fees:

	 	The Lead Arrangers and the Administrative Agent
will receive such other fees as will have been
agreed in a fee letter between them and the
Borrower.
	Pricing Grid:

	 	The applicable Interest Margins and the Commitment
Fee with respect to the Revolving Credit Facility
shall be based on the Consolidated Total Leverage
Ratio pursuant to the following grid:






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Interest	 	Interest	 	 
	 	 	 	 	Margin for	 	Margin for	 	 
	 	 	Consolidated Total Leverage	 	LIBOR Rate	 	Base Rate	 	Commitment
	Level	 	Ratio	 	Loans	 	Loans	 	Fee
	I	 	Less than 1.00 to 1.00
	 	 	2.75	%	 	 	1.75	%	 	 	0.500	%
	II	 	Greater than or equal
to 1.00 to 1.00 but
less than 1.50 to 1.00
	 	 	3.00	%	 	 	2.00	%	 	 	0.625	%
	III	 	Greater than or equal
to 1.50 to 1.00
	 	 	3.25	%	 	 	2.25	%	 	 	0.750	%










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ANNEX B




$85,000,000
SENIOR SECURED CREDIT FACILITIES
SUMMARY OF PROPOSED TERMS AND CONDITIONS




Capitalized terms not otherwise defined herein have the same meanings as specified therefor
in the Commitment Letter to which this Summary of Proposed Terms and Conditions is attached.



	 	 	 

	Conditions to Closing and Initial
Extensions of Credit: 

	 	Closing and the making of the
initial extensions of credit under
the Senior Credit Facilities will be
subject to the satisfaction of
conditions precedent usual and
customary for facilities of this
type, including, without limitation:
	 

	 	(a)   (i) Financing Documentation
reflecting and consistent with the
terms and conditions set forth
herein, will have been executed and
delivered, (ii) the Administrative
Agent will have received such
customary legal opinions (including,
without limitation, opinions of
special counsel and local counsel as
may be reasonably requested by the
Administrative Agent) which such
opinions shall permit reliance by
permitted assigns of each of the
Administrative Agent and the
Lenders, documents and other
instruments as are customary for
transactions of this type including,
without limitation, a certificate of
the chief financial officer of the
Borrower as to the solvency of each
Loan Party after giving effect to
each element of the Transactions,
(iii) all documents, instruments,
reports and policies reasonably
required to perfect or evidence the
Administrative Agent’s first
priority security interest in and
liens on the Collateral (including,
without limitation, all certificates
evidencing pledged capital stock or
membership or partnership interests,
as applicable, with accompanying
executed stock powers, all UCC
financing statements to be filed in
the applicable government UCC filing
offices, all intellectual property
security agreements to be filed with
the United States Copyright Office
or the United States Patent and
Trademark Office, as applicable, and
all deposit account and securities
account control agreements) will
have been executed and/or delivered
and, to the extent applicable, be in
proper form for filing (including
UCC and other lien searches,
intellectual property searches,
insurance policies, surveys, title
reports and policies, landlord
waivers and access letters,
appraisals and environmental
reports), (iv) all representations
and warranties set forth in the
Financing Documentation shall be
true and correct in all material
respects (except to the extent that
such representation and warranty is
qualified by materiality, in which
case such representation and
warranty shall be true and correct
in all respects), (v) all
governmental and third party
consents and all equityholder and
board of directors (or comparable
entity management body)







 









 






	 	 	 

	 

	 	authorizations shall have been
obtained and shall be in full force
and effect, (vi) there shall not
have occurred since December 27,
2009 any event or condition that has
had or that could reasonably be
expected to have a Material Adverse
Effect, (vii) there shall not be (A)
any pending or threatened
bankruptcy, or (B) any pending or
threatened litigation or other
proceeding that could reasonably be
expected to have a Material Adverse
Effect. (viii) all principal,
interest and other amounts
outstanding in connection with
existing debt of the Loan Parties
(other than outstanding letters of
credit under the Borrower’s existing
credit facility, which will be
continued under the Financing
Documentation, and certain other
debt to be agreed) will have been
paid in full and all liens securing
such debt shall be released and (ix)
all fees and expenses due to the
Lenders, the Lead Arrangers, the
Administrative Agent and counsel to
the Lead Arrangers and the
Administrative Agent will have been
paid.

	 

	 	(b)   The Lead Arrangers will have
received, in form and substance
reasonably satisfactory to the Lead
Arrangers, (i) copies of interim
unaudited financial statements for
each quarterly period ended since
the last audited financial
statements for which financial
statements are available and (ii)
pro forma consolidated financial
statements for the Borrower and its
subsidiaries for the four-quarter
period most recently ended prior to
the Closing Date for which financial
statements are available giving pro
forma effect to the Transactions
(prepared in accordance with
Regulation S-X under the Securities
Act of 1933, as amended, and all
other rules and regulations of the
SEC under such Securities Act, and
including other adjustments
reasonably acceptable to the Lead
Arrangers) and a pro forma balance
sheet of the Borrower and its
subsidiaries as of the Closing Date
giving pro forma effect to the
Transactions.

	 

	 	(c)   The Lead Arrangers will be
reasonably satisfied that, after
giving pro forma effect to the
Transactions, the ratio of total
debt of the Borrower and its
subsidiaries as of the Closing Date
to consolidated EBITDA of the
Borrower and its subsidiaries for
the four quarter period ended
September 26, 2010 (such ratio, the
“Closing Leverage Ratio”), will not
exceed 1.75 to 1.00.

	 

	 	(d)   The Loan Parties will have
provided the documentation and other
information to the Lenders that is
required by regulatory authorities
under applicable “know your
customer” and anti-money-laundering
rules and regulations, including,
without limitation, the Patriot Act.

	 

	 	(e)   Prior to or simultaneously with
the closing of the Senior Credit
Facilities the Borrower shall have
consummated an underwritten initial
public offering (other than a public
offering







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	 	pursuant to a registration
statement on Form S-4 or S-8) of its
common stock (i) pursuant to an
effective registration statement
filed with the SEC in accordance
with the Securities Act and (ii)
resulting in gross primary proceeds
to the Borrower of at least $50
million.








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