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Exhibit 10.15
   CREDIT AGREEMENT Dated as of January 28, 2005 among FAMOUS DAVES OF AMERICA, INC., a Minnesota corporation,D&D OF MINNESOTA, INC., a Minnesota corporation,LAKE & HENNEPIN BBQ AND BLUES, INC., a Minnesota corporation,FAMOUS DAVES RIBS, INC., a Minnesota corporation,FAMOUS DAVES RIBS-U, INC., a Minnesota corporation, andFAMOUS DAVES RIBS OF MARYLAND, INC., a Minnesota corporation collectively, as the Borrowers
and each individually, as a Borrower WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent and as a Lender and The Other Lenders Party Hereto Loan No.: 04 2508 01




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TABLE OF CONTENTS Section
    
    
    
    
    PageARTICLE I. DEFINITIONS AND ACCOUNTING TERMS
    
    
    11.01
    
    Defined Terms.
    
    
    11.02
    
    Other Interpretive Provisions.
    
    
    211.03
    
    Accounting Terms.
    
    
    221.04
    
    Rounding.
    
    
    221.05
    
    References to Agreements and Laws.
    
    
    221.06
    
    Times of Day.
    
    
    23ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS
    
    
    232.01
    
    Commitment to Make Revolving Credit Loans.
    
    
    232.02
    
    Borrowings, Conversions and Continuations of Revolving Credit Loans.
    
    
    232.03
    
    Prepayments.
    
    
    242.04
    
    Repayment of Revolving Credit Loans.
    
    
    252.05
    
    Interest.
    
    
    252.06
    
    Fees.
    
    
    262.07
    
    Evidence of Debt.
    
    
    272.08
    
    Payments Generally.
    
    
    272.09
    
    Sharing of Payments.
    
    
    29ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY
    
    
    293.01
    
    Taxes.
    
    
    293.02
    
    Illegality.
    
    
    303.03
    
    Inability to Determine Rates.
    
    
    313.04
    
    Increased Cost and Reduced Return; Capital Adequacy.
    
    
    313.05
    
    Funding Losses.
    
    
    323.06
    
    Matters Applicable to all Requests for Compensation.
    
    
    323.07
    
    Survival.
    
    
    32ARTICLE IV. CONDITIONS PRECEDENT TO REVOLVING CREDIT LOAN BORROWINGS
    
    
    324.01
    
    Conditions of Initial Revolving Credit Loan Borrowing.
    
    
    324.02
    
    Conditions to all Revolving Credit Loan Borrowings.
    
    
    34ARTICLE V. REPRESENTATIONS AND WARRANTIES
    
    
    355.01
    
    Existence, Qualification and Power.
    
    
    355.02
    
    Authorization; No Contravention.
    
    
    355.03
    
    No Consent or Other Action.
    
    
    355.04
    
    Binding Effect.
    
    
    365.05
    
    Financial Statements; No Material Adverse Effect.
    
    
    365.06
    
    Litigation.
    
    
    365.07
    
    No Default.
    
    
    365.08
    
    Ownership of Property; Liens.
    
    
    37
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Section
    
    
    
    
    Page5.09
    
    Environmental Compliance.
    
    
    375.10
    
    Insurance.
    
    
    375.11
    
    Taxes.
    
    
    375.12
    
    ERISA Compliance.
    
    
    385.13
    
    Borrower Information; Subsidiaries, Etc.
    
    
    385.14
    
    Purpose of Revolving Credit Loan Borrowings; Margin Regulations;
Investment Company Act; Public Utility Holding Company Act.
    
    
    385.15
    
    Disclosure.
    
    
    395.16
    
    Compliance with Laws.
    
    
    395.17
    
    Business and Location.
    
    
    395.18
    
    Transactions with Affiliates.
    
    
    405.19
    
    Financing Statements; Perfected Security Interest.
    
    
    405.20
    
    Title; Sufficiency; No Liens.
    
    
    405.21
    
    No Further Disposition.
    
    
    415.22
    
    Principal Agreements.
    
    
    415.23
    
    Capitalization; Solvency.
    
    
    415.24
    
    Intellectual Property; Licenses, Etc.
    
    
    425.25
    
    Brokers and Financial Advisors.
    
    
    425.26
    
    Compliance with OFAC Rules and Regulations.
    
    
    425.27
    
    Foreign Assets Control Regulations, Etc.
    
    
    425.28
    
    FDA Properties, Minwood, FDA Properties of Texas, LP, Famous Daves
Properties of Texas, Inc., Famous Daves Ribs of Texas, L.P. and FD Ribs of
Texas, Inc.
    
    
    43ARTICLE VI. AFFIRMATIVE COVENANTS
    
    
    436.01
    
    Financial Statements.
    
    
    436.02
    
    Certificates; Other Information.
    
    
    456.03
    
    Notices.
    
    
    466.04
    
    Payment of Obligations.
    
    
    466.05
    
    Preservation of Existence, Etc.
    
    
    476.06
    
    Maintenance of Properties.
    
    
    476.07
    
    Maintenance of Insurance.
    
    
    476.08
    
    Compliance with Laws.
    
    
    476.09
    
    Books and Records.
    
    
    476.10
    
    Inspection Rights.
    
    
    486.11
    
    Conduct of Business.
    
    
    486.12
    
    Capitalization; Solvency.
    
    
    486.13
    
    Casualty and Condemnation.
    
    
    486.14
    
    Banks and Payments.
    
    
    506.15
    
    Equipment.
    
    
    506.16
    
    Escrows.
    
    
    516.17
    
    Taxes.
    
    
    516.18
    
    FDA Properties, Minwood, FDA Properties of Texas, LP, Famous Daves
Properties of Texas, Inc., Famous Daves Ribs of Texas, L.P. and FD Ribs of
Texas, Inc.
    
    
    516.19
    
    Further Assurances.
    
    
    51
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Section
    
    
    
    
    PageARTICLE VII. NEGATIVE COVENANTS
    
    
    527.01
    
    Liens.
    
    
    527.02
    
    Investments.
    
    
    537.03
    
    Indebtedness.
    
    
    547.04
    
    Fundamental Changes; Subsidiaries.
    
    
    547.05
    
    Dispositions.
    
    
    547.06
    
    Restricted Payments.
    
    
    557.07
    
    Change in Nature of Business.
    
    
    557.08
    
    Transactions with Affiliates.
    
    
    557.09
    
    Burdensome Agreements.
    
    
    557.10
    
    Use of Proceeds.
    
    
    56ARTICLE VIII. SECURITY FOR OBLIGATIONS
    
    
    568.01
    
    Grant of Security in the Collateral.
    
    
    56ARTICLE IX. SPECIAL PROVISIONS CONCERNING RIGHTS AND DUTIES WHILE IN POSSESSION OF COLLATERAL
    
    
    579.01
    
    Borrowers Possession.
    
    
    579.02
    
    Administrative Agents Possession.
    
    
    57ARTICLE X. EVENTS OF DEFAULT AND REMEDIES
    
    
    5810.01
    
    Events of Default.
    
    
    5810.02
    
    Remedies Upon Event of Default.
    
    
    6010.03
    
    Application of Funds.
    
    
    6210.04
    
    Required Notice of Sale.
    
    
    63ARTICLE XI. RIGHT TO CURE; POST-DEFAULT POWER OF ATTORNEY
    
    
    6311.01
    
    Right to Cure.
    
    
    6311.02
    
    Power of Attorney.
    
    
    63ARTICLE XII. ADMINISTRATIVE AGENT
    
    
    6412.01
    
    Appointment and Authorization of Administrative Agent.
    
    
    6412.02
    
    Delegation of Duties.
    
    
    6412.03
    
    Liability of Administrative Agent.
    
    
    6412.04
    
    Reliance by Administrative Agent.
    
    
    6512.05
    
    Notice of Default.
    
    
    6512.06
    
    Credit Decision; Disclosure of Information by Administrative Agent.
    
    
    6612.07
    
    Indemnification of Administrative Agent.
    
    
    6612.08
    
    Administrative Agent in its Individual Capacity.
    
    
    6712.09
    
    Successor Administrative Agent.
    
    
    6712.10
    
    Administrative Agent May File Proofs of Claim.
    
    
    6812.11
    
    Collateral Matters.
    
    
    6812.12
    
    Duties in the Case of Enforcement.
    
    
    6912.13
    
    Other Agents; Co-Lead Arrangers and Syndication Agent.
    
    
    6912.14
    
    Advertising, Promotion and Marketing
    
    
    69
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Section
    
    
    
    
    PageARTICLE XIII. CONTRIBUTION AMONG THE BORROWERS
    
    
    6913.01
    
    Contribution.
    
    
    6913.02
    
    Calculation of Contributions.
    
    
    7013.03
    
    Rights to Contribution Subordinated.
    
    
    70ARTICLE XIV. FINANCIAL COVENANTS
    
    
    7014.01
    
    Adjusted Leverage Ratio.
    
    
    7014.02
    
    Consolidated Cash Flow Ratio.
    
    
    7114.03
    
    Capital Expenditures.
    
    
    71ARTICLE XV. MISCELLANEOUS
    
    
    7215.01
    
    Amendments, Etc.
    
    
    7215.02
    
    Notices and Other Communications; Facsimile Copies.
    
    
    7315.03
    
    No Waiver; Cumulative Remedies.
    
    
    7415.04
    
    Attorney Costs, Expenses and Taxes.
    
    
    7415.05
    
    Indemnification by the Borrowers.
    
    
    7415.06
    
    Payments Set Aside.
    
    
    7515.07
    
    Successors and Assigns.
    
    
    7515.08
    
    Confidentiality.
    
    
    7915.09
    
    Set-off.
    
    
    8015.10
    
    Interest Rate Limitation.
    
    
    8015.11
    
    Counterparts.
    
    
    8115.12
    
    Integration.
    
    
    8115.13
    
    Survival of Representations and Warranties.
    
    
    8115.14
    
    Severability.
    
    
    8115.15
    
    Tax Forms.
    
    
    8215.16
    
    Estoppel Certificates.
    
    
    8315.17
    
    Recourse.
    
    
    8415.18
    
    Governing Law; Consent to Jurisdiction.
    
    
    8415.19
    
    Waiver of Right to Trial by Jury and Other Rights.
    
    
    8515.20
    
    Time of the Essence.
    
    
    8515.21
    
    Joint and Several Liability of Borrowers.
    
    
    8515.22
    
    Patriot Act Notice.
    
    
    86SIGNATURES
    
    
    S-1
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SCHEDULES2.01
    
    Commitments and Pro Rata Shares5.05
    
    Indebtedness as of the Closing Date5.06
    
    Litigation5.11
    
    Tax Liens and Waivers5.13
    
    Mergers, etc., Subsidiaries and Other Equity Investments5.17
    
    Other Businesses5.18
    
    Transactions with Affiliates5.22
    
    Principal Agreements5.24
    
    IP Rights5.25
    
    Brokers and Financial Advisors6.07
    
    Insurance Requirements6.14
    
    Banks7.01
    
    Existing Liens7.03
    
    Permitted Indebtedness15.02
    
    Administrative Agents Office, Certain Addresses for NoticesEXHIBITSA
    
    Form of Revolving Credit Loan NoticeB
    
    List of Company-Owned PropertiesC
    
    List of Franchised PropertiesD
    
    Form of NoteE
    
    Form of Compliance CertificateF
    
    Form of Assignment and AssumptionH
    
    Opinion MattersI
    
    Filing OfficesJ
    
    Ownership ChartK
    
    Permitted Encumbrances
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CREDIT AGREEMENT This CREDIT AGREEMENT (Agreement) is entered into as of January 28, 2005, among
FAMOUS DAVES OF AMERICA, INC., a Minnesota corporation D&D OF MINNESOTA, INC., a Minnesota
corporation (D&D), LAKE & HENNEPIN BBQ AND BLUES, INC., a Minnesota corporation
(Lake BBQ), FAMOUS DAVES RIBS, INC., a Minnesota corporation (Ribs), FAMOUS
DAVES RIBS-U, INC. (Ribs-U), a Minnesota corporation and FAMOUS DAVES RIBS OF MARYLAND,
INC. (Ribs of Maryland), a Minnesota corporation (individually and collectively, as the
context requires, with such determination to be made by Administrative Agent (as hereinafter
defined) in its sole discretion, Borrower), each lender from time to time party hereto
(collectively, the Lenders and individually, a Lender), and WELLS FARGO BANK,
NATIONAL ASSOCIATION, as Administrative Agent. The Borrowers have requested that the Lenders provide a revolving credit facility, and the
Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto
covenant and agree as follows: ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: Accessions shall have the meaning accorded to such term in the UCC. Account or Accounts shall have the meaning accorded to such term in the
UCC. Accounting Changes means: (a) changes in accounting principles required by GAAP
consistently applied and implemented by the Borrowers and (b) changes in accounting principles
recommended by the Borrowers certified public accountants. Actual/360 Basis means on the basis of a 360-day year and charged on the basis of
actual days elapsed for any whole or partial month in which interest is being calculated. Adjusted Leverage Ratio means, as of any date of determination, the ratio of (a)
Consolidated Rental Expense for the Reference Period ending on such date (multiplied by eight (8))
plus the aggregate undrawn amount of all letters of credit outstanding plus (without duplication)
Consolidated Funded Indebtedness outstanding on such date to (b) Consolidated EBITDAR for the
Reference Period ending on such date. Adjusted Eurodollar Rate means the rate of interest per annum, rounded upward to the
nearest whole multiple of one-hundredth of one percent (0.01%), obtained by dividing (a) the
Eurodollar Rate, by (b) a percentage equal to 100% minus the Reserve Percentage. 1




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Administrative Agent means Wells Fargo in its capacity as administrative agent under
any of the Loan Documents, or any successor administrative agent. Administrative Agent Office means the Administrative Agents address and, as
appropriate, account as set forth on Schedule 15.02, or such other address or account as
the Administrative Agent may from time to time notify the Borrowers and the Lenders. Affiliate means, with respect to any Person, (i) any Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified, (ii) any Person who is a manager, director or officer of,
partner in, trustee of, or blood or legal relative, guardian or representative of the specified
Person, or any Person who acts or serves in a similar capacity with respect to the specified
Person, (iii) any Person of which or whom the specified Person is a manager, director or officer,
partner, trustee, or blood or legal relative, guardian or representative, or with respect to which
or whom, the specified Person acts or serves in a similar capacity; (iv) any Person, who, directly
or indirectly, is the legal or beneficial owner of or Controls 10% or more of any class of equity
securities of the specified Person, and (v) any Person who is an Affiliate as defined in clauses
(i), (ii), (iii) or (iv) of an Affiliate of the specified Person. Agent-Related Persons means the Administrative Agent, together with its Affiliates,
and the officers, directors, employees, agents and attorneys-in-fact of such Persons and
Affiliates. Aggregate Commitments means the sum of the Commitments of all the Lenders. Agreement means this Credit Agreement, as the same may be amended, restated,
modified or otherwise supplemented from time to time in accordance with the terms hereof. Anti-Terrorism Order means the Executive Order 13224 issued on September 24, 2001. Applicable Rate means, (i) with respect to Eurodollar Rate Loans, an interest rate
per annum equal to 3.50% and (ii) with respect to Base Rate Loans, an interest rate per annum equal
to 2.00%. Approved Providers means providers of insurance rated not less than A/X by A.M. Best
Company Inc., or otherwise approved by Administrative Agent. Assignment and Assumption means an Assignment and Assumption substantially in the
form of Exhibit F. Attorney Costs means and includes all reasonable fees, expenses and disbursements of
any law firm or other external counsel and, without duplication, the allocated cost of internal
legal services and all expenses and disbursements of internal counsel. Audited Financial Statements means the audited consolidated balance sheet of the
Borrowers and their Subsidiaries for the fiscal year ended December 28, 2003, and the related
consolidated statements of income or operations, shareholders equity and cash flows for such
fiscal year of the Borrowers and their Subsidiaries, including the notes thereto. 2




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Availability Period means the period from and including the Closing Date to the
earliest of (a) the Maturity Date, and (b) the date of termination of the commitment of each Lender
to make Revolving Credit Loans pursuant to Section 10.02. Balance Sheet Date means December 28, 2003. Base Rate means for any day a rate per annum equal to the higher of (a) the Federal
Funds Rate plus 1/2 of 1% and (b) the per annum rate of interest in effect for such day as publicly
announced from time to time by the Administrative Agent as its prime rate. The prime rate is a
rate set by the Administrative Agent based upon various factors including the Administrative
Agents costs and desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such rate announced by the Administrative Agent shall take effect at the
opening of business on the day specified in the public announcement of such change. Base Rate Loan means a Revolving Credit Loan that bears interest at the Base Rate. Borrower has the meaning specified in the introductory paragraph hereto. Brand means Famous Daves. Business means (a) the business of operating a Famous Daves restaurant business at
each Company-Owned Property, (b) the business of acting as franchisor under franchise agreements
with certain Persons that are not Affiliates of any Borrower, as franchisees, pursuant to which
such Persons operate Famous Daves restaurant businesses at the Franchised Properties, (c) the
business of owning and licensing the trademarks and service marks used in connection with the
operation of the Famous Daves restaurant business, and (d) any other business activity incidental
or related to any of the foregoing. Business Day means any day other than a Saturday, Sunday or other day on which
commercial banks are authorized to close under the Laws of, or are in fact closed in, Delaware, New
York or California[, and if such day relates to any Eurodollar Rate Loan, means any such day on
which dealings in Dollar deposits are conducted by and between banks in the London interbank
eurodollar market]. Capital Assets means fixed assets, both tangible (such as land, buildings, fixtures,
machinery and equipment) and intangible (such as patents, copyrights, trademarks and good will);
provided that Capital Assets shall not include any item customarily charged directly to expense or
depreciated over a useful life of twelve (12) months or less in accordance with GAAP consistently
applied. Capital Expenditures means amounts paid or Indebtedness incurred by the Borrowers or
any of their Subsidiaries (net of any tenant improvement allowances related to a Restaurant) in
connection with (i) the purchase or lease by a Borrower or any of its Subsidiaries of Capital
Assets that would be required to be capitalized and shown on the balance sheet of such Person in
accordance with GAAP consistently applied, including without limitation or duplication, maintenance
capital, build-out and new store expenditures, and (ii) the lease of any assets by a 3




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Borrower or any of its Subsidiaries as lessee under any Synthetic Lease to the extent that
such assets would have been Capital Assets had the Synthetic Lease been treated for accounting
purposes as a Capitalized Lease. Capitalized Leases mean leases under which a Borrower or any of its Subsidiaries is
the lessee or obligor, the discounted future rental payment obligations under which are required to
be capitalized on the balance sheet of the lessee or obligor in accordance with GAAP consistently
applied. Capital Stock means any common stock, partnership interest, membership interest or
other equity interest. Cash Equivalents means (a) securities issued, or directly, unconditionally and fully
guaranteed or insured, by the United States or any agency or instrumentality thereof
(provided, that the full faith and credit of the United States is pledged in support
thereof) having maturities of not more than one year from the date of acquisition by such Person;
(b) securities issued, or directly, unconditionally and fully guaranteed or insured, by any state
of the United States of America or any political subdivision of any such state or any public
instrumentality thereof maturing within one 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
Ratings Group or Moodys Investors Services, Inc.; (c) time deposits and certificates of deposit or
bankers acceptance of any Lender or any commercial bank having, or which is the principal banking
subsidiary of a bank holding company organized under the laws of the United States, any state
thereof or the District of Columbia having, capital and surplus aggregating in excess of
$500,000,000 and a rating of A (or such other similar equivalent rating) or higher by at least
one nationally recognized statistical rating organization (as defined in Rule 436 under the
Securities Act) with maturities of not more than one year from the date of acquisition by such
Person; (c) repurchase obligations with a term of not more than 30 days for underlying securities
of the types described in clause (a) above entered into with any bank meeting the
qualifications specified in clause (b) above, which repurchase obligations are secured by a
valid perfected security interest in the underlying securities; (d) commercial paper issued by any
Person incorporated in the United States rated at least A-1 or the equivalent thereof by Standard &
Poors Rating Service or at least P-1 or the equivalent thereof by Moodys Investors Service, Inc.,
and in each case maturing not more than ninety (90) days after the date of acquisition by such
Person; (e) investments in money market funds substantially all of whose assets are comprised of
securities of the types described in clauses (a) through (d) above; and (f) demand
deposit accounts maintained in the ordinary course of business. Certificated and Uncertificated Securities shall have the meaning accorded to such
term in the UCC. Certificate of Title shall mean any certificate or document evidencing title. Change in Control means, any act or event (including any assignment, sale,
disposition or issuance) which results in (or with the passage of time will result in) (i) any
Person owning, directly or indirectly, 50% or more of the Capital Stock of Famous Daves or (ii)
Famous Daves 4




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owning, directly or indirectly, less than (i) 100% of the Capital Stock of D&D, Lake BBQ,
Ribs, Ribs-U, Minwood, or FDA Properties or (ii) 97% of Ribs of Maryland. Change in Law means (i) the adoption of any applicable law, rule or regulation after
the date of this Agreement, (ii) any change in any applicable law, rule or regulation, or any
change in the interpretation or application thereof, by any appropriate Governmental Authority
after the date of this Agreement, or (iii) compliance by any Lender with any request, guideline or
directive (whether or not having the force of law) of any Governmental Authority made or issued
after the date of this Agreement. Chattel Paper shall have the meaning accorded to such term in the UCC. Closing Date means the first date all the conditions precedent in Section
4.01 are satisfied or waived in accordance with Section 4.01 (or, in the case of
Section 4.01(b), waived by the Person entitled to receive the applicable payment). Code means the Internal Revenue Code of 1986, as amended and in effect from time to
time. Collateral means all personal property, including Equipment, Inventory, Fixtures,
Accessions, General Intangibles (including Principal Agreements), Accounts, Certificates of Title,
Money, Instruments, Investment Property, Documents, Chattel Paper, Deposit Accounts, Letters of
Credit (as defined in the UCC), Commodity Accounts, Commodity Contracts, Health-Care Insurance
Receivables, Commercial Tort Claims, Promissory Notes, Certificated and Uncertificated Securities,
Financial Assets, Securities Accounts, Securities Entitlements, Payment Intangibles and Software,
credit balances, deposits, bankers acceptances, guaranties, supporting obligations,
letter-of-credit-rights, credits, claims, choses in action, demands, liens, security interests,
rights, insurance, awards, compensation, remedies, title and interest in, to and in respect of
other Collateral, and all Collateral Revenues and all other personal property of any kind, wherever
located, whether now owned or hereafter acquired, including any of the same now or hereafter
existing, arising, held, sold, used or consumed in connection with the Business or any Property and
any other property, rights, and interests which at any time relate to, arise out of or in
connection with the foregoing or which come into the possession, custody or control of
Administrative Agent, on behalf of the Lenders, or any of its agents, representatives, associates
or correspondents, for any purpose, and all products and Proceeds of the foregoing. Collateral Revenues means with respect to any Collateral all interest, income,
dividends, distributions, rents, revenues, profits and earnings thereon or other monies or revenues
derived therefrom, including any such property received in connection with any disposition of any
Principal Agreement and all moneys which may become payable or received under any policy insuring
the Collateral or otherwise required to be maintained under the Loan Documents (including return of
unearned premium.) Commercial Tort Claims shall have the meaning accorded to such term in the UCC. Commitment means, as to each Lender, its Revolving Credit Loan Commitment, in an
aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite
such Lenders name on Schedule 2.01 or in the Assignment and Assumption pursuant to 5




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which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from
time to time in accordance with this Agreement. Commodity Account shall have the meaning accorded to such term in the UCC. Commodity Contract shall have the meaning accorded to such term in the UCC. Company-Owned Property means each real property in which any Borrower or any of its
Subsidiaries owns a fee simple or leasehold interest and upon which any Borrower (or any tenant of
any Borrower) operates all or any portion of the Business, each such Company-Owned Property being
listed on Exhibit B (as said Exhibit B shall be amended from time to time in
accordance with this Agreement).. Compliance Certificate means a certificate substantially in the form of Exhibit
E. Condemnation means any taking of the property of any Borrower by any Governmental
Authority or other Person. Conflict or Conflicting means, with respect to any Contractual Obligation,
Organizational Document, Requirement of Law, Consent or Other Action or any other item, any
conflict with, breach of, default under, any triggering of rights, benefits, or obligations under
or in connection with such item. Consent(s) and/or Other Action shall mean any consent, authorization, Judgment,
directive, approval, license, certificate, registration, permit, exception, exemption, filing,
notice, declaration or other action by, with or to any Person. Consolidated or consolidated with reference to any term defined herein,
shall mean that term as applied to the accounts of the Borrowers and their Subsidiaries,
consolidated in accordance with GAAP consistently applied. Consolidated Cash Flow means, for any Reference Period, (a) Consolidated EBITDAR for
such period, minus (b) cash income taxes paid during such period by the Borrowers and their
Subsidiaries, minus (c) Maintenance Capital Expenditures during such period. Consolidated Cash Flow Ratio means, as of the end of any Reference Period, the ratio
of (a) Consolidated Cash Flow for such Reference Period to (b) the sum of Consolidated Financial
Obligations and Consolidated Rental Expense, in each case, for such Reference Period. Consolidated EBITDA means, with respect to any Reference Period, an amount equal to
the sum of (a) Consolidated Pre-Tax Income of the Borrowers and their Subsidiaries for such period,
plus (b) in each case to the extent deducted in the calculation of such Persons Consolidated
Pre-Tax Income and without duplication, (i) depreciation and amortization for such period, plus
(ii) non-cash charges pertaining to the Borrowers compensation programs and performance shares as
required by Financial Accounting Statement No. 148 and Financial Accounting Statement 123r, plus
(iii) Consolidated Total Interest Expense paid or accrued during such period, plus (iv) net losses
from sales of assets, whether or not extraordinary (excluding sales in the ordinary course of
business but including the sale of the real property owned by FDA 6




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Properties of Texas, LP in Mesquite, Texas), plus (v) amounts required to be deducted under
GAAP for closed or abandoned operations (including pursuant to FASB 121), up to a maximum amount of
$1,000,000 in the aggregate for any four consecutive fiscal quarters of the Borrowers, minus (c)
net gains on sales of assets, whether or not extraordinary (excluding sales in the ordinary course
of business), and other extraordinary gains. Consolidated EBITDAR means, for any Reference Period, the sum of (a) the
Consolidated EBITDA for such period, plus (b) Consolidated Rental Expense for such period. Consolidated Financial Obligations means, for any period, the sum of (a) all
scheduled payments of principal or mandatory redemption amounts and fees on Indebtedness of the
Borrowers and their Subsidiaries, including Capitalized Leases and including Synthetic Leases, due
and payable during such period or within six Business Days following the last day of such period,
plus (b) Consolidated Total Interest Expense for such period. Demand obligations shall be deemed
to be due and payable during any period during which such obligations are outstanding. Consolidated Funded Indebtedness means, with respect to the Borrowers and their
Subsidiaries on a consolidated basis, the sum, without duplication, of (a) the aggregate amount of
Indebtedness of the Borrowers and their Subsidiaries, on a consolidated basis, to the extent
relating to (i) the borrowing of money or the obtaining of credit, including the issuance of notes
or bonds or Indebtedness issued in connection with the conversion of any Capital Stock, (ii) the
deferred purchase price of assets (other than trade payables incurred in the ordinary course of
business), and (iii) Synthetic Leases and Capitalized Leases, plus (b) Indebtedness of the type
referred to in clause (a) of another Person guaranteed by the Borrowers and any of their
Subsidiaries; provided that, for the avoidance of doubt, subclause (i) shall not include any
Derivative Contracts. Consolidated Net Income (or Deficit) means, for any Reference Period, the
consolidated net income (or deficit) of the Borrowers and their Subsidiaries, after deduction of
all expenses, taxes, and other proper charges, determined in accordance with GAAP consistently
applied, after eliminating therefrom all extraordinary non-recurring items of income. Consolidated Pre-Tax Income means, for any Reference Period, Consolidated Net Income
(or Deficit) for such period plus, to the extent deducted from the calculation of Consolidated Net
Income (or Deficit), income tax paid or payable for such period, determined in accordance with GAAP
consistently applied. Consolidated Rental Expense means, for any Reference Period, the sum of all rental
expense of the Borrowers and their Subsidiaries for such period, determined on a consolidated basis
in accordance with GAAP consistently applied, incurred under any Leases or other rental agreements
or leases of real or personal property, including space leases and ground leases, other than
obligations in respect of any Capitalized Leases or any Synthetic Leases. Consolidated Total Interest Expense means, for any Reference Period, the aggregate
amount of cash interest accrued by the Borrowers and their Subsidiaries during such period on all
Indebtedness of the Borrowers and their Subsidiaries outstanding during all or any part of 7




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such period, whether such interest was or is required to be reflected as an item of expense or
capitalized, including (a) payments consisting of interest in respect of any Capitalized Lease or
any Synthetic Lease, (b) commitment fees and letter of credit fees incurred in connection with the
borrowing of money (including amounts due under Section 2.06) and (c) facility fees,
balance deficiency fees and similar fees or expenses in connection with the borrowing of money
other than the financing provided under this Agreement and the other Loan Documents. Contractual Obligation means, as to any Person, any provision of any security issued
by such Person or of any agreement, instrument or other undertaking to which such Person is a party
or by which it or any of its property is bound and shall include, without limitation, any
obligation under or in connection with any Instrument, Document or General Intangible. Control means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through the ability to
exercise voting power, by contract or otherwise. Controlling, and Controlled
by and under common Control with have meanings correlative thereto. Current Filings shall have the meaning specified in Section 5.20. D&D shall have the meaning specified in the introductory paragraph hereto. Debtor Relief Laws means the Bankruptcy Code of the United States, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the
United States or other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally. Default means any event or condition that, with the giving of any notice, the
passage of time, or both, would be an Event of Default. Default Rate means an interest rate equal to (a) the Base Rate plus (b) the
Applicable Rate, if any, applicable to Base Rate Loans plus (c) 4% per annum;
provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate
shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise
applicable to such Loan plus 4% per annum, in each case to the fullest extent permitted by
applicable Laws. Defaulting Lender means any Lender that (a) has failed to fund any portion of the
Revolving Credit Loans required to be funded by it hereunder within one Business Day of the date
required to be funded by it hereunder, (b) has otherwise failed to pay over to the Administrative
Agent or any other Lender any other amount required to be paid by it hereunder within one Business
Day of the date when due, unless the subject of a good faith dispute, or (c) has been deemed
insolvent or become the subject of a bankruptcy or insolvency proceeding. Deposit Account or Deposit Accounts shall have the meaning accorded to
such term in the UCC. Derivative Contracts means, with respect to any Person, every obligation of such
Person under any forward contract, futures contract, swap, option or other financing agreement 8




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or arrangement (including caps, floors, collars and similar agreements), the value of which is
dependent upon interest rates, currency exchange rates, commodities or other indices. Disposition or Dispose means, with respect to any property, assets,
obligations or other items, the sale, assignment, conveyance, pledge, Grant, encumbrance, transfer,
license, lease, gift, abandonment or other disposition (including any sale and leaseback
transaction) of thereof by any Person, including any sale, assignment, transfer or other disposal,
with or without recourse, of any notes or accounts receivable or any rights and claims associated
therewith. Document shall have the meaning accorded to such term in the UCC. Dollar and the sign $ mean lawful money of the United States. Environmental Laws means all present and future Laws, Requirements of Law, or
Consents or Other Action, relating to the protection of human health and safety or the environment,
including (a) all Laws, Requirements of Law, or Consents or Other Action, pertaining to reporting,
licensing, permitting, investigation, and remediation of emissions, discharges, releases, or
threatened releases of hazardous materials, chemical substances, pollutants, contaminants, or
hazardous or toxic substances, materials or wastes whether solid, liquid, or gaseous in nature,
into the air, surface water, groundwater, or land, or relating to the presence, generation,
discharge, release, removal, manufacture, processing, distribution, use, treatment, storage,
disposal, transport, or handling of chemical substances, pollutants, emissions, contaminants, or
hazardous, radioactive or toxic substances, materials, or wastes, whether solid, liquid, or gaseous
in nature; and (b) all Laws, Requirements of Law, Consents or Other Action, pertaining to the
protection of the health and safety of employees of the public. Environmental Liability means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any
Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment or (e) any contract, agreement
or other consensual arrangement pursuant to which liability is assumed or imposed with respect to
any of the foregoing. Equipment shall have the meaning accorded to such term in the UCC. ERISA means the Employee Retirement Income Security Act of 1974, as amended from
time to time. ERISA Affiliate means any trade or business (whether or not incorporated) under
common control with any Borrower within the meaning of Section 414(b) or (c) of the Code (and
Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the
Code). ERISA Event means (a) a Reportable Event with respect to a Pension Plan; (b) a
withdrawal by any Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of
ERISA during a plan year in which it was a substantial employer (as defined in Section 9




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4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under
Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization;
(d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a
termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC
to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes
grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under
Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA,
upon any Borrower or any ERISA Affiliate. Eurodollar Rate means for any Interest Period the rate of interest, rounded upward
to the nearest whole multiple of one-sixteenth of one percent (0.0625%), quoted by Administrative
Agent as the London Inter-Bank Offered Rate for deposits in U.S. Dollars with a term equivalent to
such Interest Period, determined at approximately 9:00 a.m. California time. Eurodollar Rate Loan means a Revolving Credit Loan bearing interest at the Adjusted
Eurodollar Rate. Event of Default has the meaning specified in Section 10.01. Famous Daves means Famous Daves of America, Inc., a Minnesota corporation. FDA Properties means FDA Properties, Inc., a Delaware corporation. Federal Funds Rate means, for any day, the rate per annum equal to the weighted
average of the rates on overnight Federal funds transactions with member banks of the Federal
Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve
Bank on the Business Day next succeeding such day; provided that (a) if such day is not a
Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such
rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day
shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%)
charged to the Administrative Agent on such day on such transactions as determined by the
Administrative Agent. Filing Collateral means all Collateral and all other property with respect to which
a security interest may be perfected by the filing of financing statements under the UCC. Filing Offices means the filing offices listed on Exhibit I. Financial Assets shall have the meaning accorded to such term in the UCC. Financing Statements shall mean financing statements on form UCC-1 naming the
Borrowers, as debtors and Administrative Agent, for the benefit of Lenders, as secured party and
describing the Collateral, as the collateral. Fixtures shall have the meaning accorded to such term in the UCC. 10




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Foreign Lender has the meaning specified in Section 15.15(a)(i). Franchised Properties means those real properties listed on Exhibit C upon
which Persons that are not Affiliates of any Borrower (other than Dave Anderson) operate Famous
Daves restaurant businesses pursuant to franchise agreements between a Borrower or its Affiliates,
as franchisor, and such other Persons, as franchisees FRB means the Board of Governors of the Federal Reserve System of the United States,
or any Governmental Authority that succeeds to any of its principal functions. GAAP or generally accepted accounting principles means generally accepted
accounting principles in effect in the United States of America from time to time and subject to
Section 1.03. General Intangible or General Intangibles shall have the meaning accorded
to such term in the UCC. Governmental Authority means any nation or government, any state or other political
subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative
tribunal, central bank, public office, court, arbitration or mediation panel, or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government. Grant or Grants or Granting shall include to grant, assign,
pledge, transfer, convey, set over and dispose. Growth Capital Expenditures means Capital Expenditures related to the construction,
acquisition or opening of new Restaurants during any fiscal year. Guarantee means, as to any Person, any (a) obligation, contingent or otherwise, of
such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other
obligation payable or performable by another Person (the primary obligor) in any manner, whether
directly or indirectly, and including any obligation of such primary obligor, direct or indirect,
(i) to purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for
the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the
payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital,
equity capital or any other financial statement condition or liquidity or level of income or cash
flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in
respect of such Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or (b) Lien on any
assets of such Person securing any Indebtedness or other obligation of any other Person, whether or
not such Indebtedness or other obligation is assumed by such Person. The amount of any Guarantee
shall be deemed to be an amount equal to the stated or determinable amount of the related primary
obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof as 11




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determined by the guaranteeing Person in good faith. The term Guarantee as a verb has a
corresponding meaning. Hazardous Material means any material or substance that, whether by its nature or
use, is now or hereafter defined as a hazardous waste, hazardous substance, pollutant or
contaminant under any Environmental Laws, or which is toxic, explosive, corrosive, flammable,
infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and which is now and
hereafter regulated under any Environmental Laws, or which is or contains petroleum, gasoline,
diesel fuel or another petroleum hydrocarbon product. Health-Care Insurance Receivables shall have the meaning accorded to such term in
the UCC. Incurrence Ratio means, as of any date of determination, the maximum Adjusted
Leverage Ratio permitted under Section 14.01 as of the end of the most recently ended
Reference Period for which the Borrowers have delivered a Compliance Certificate, less 0.15. Indebtedness means, as to any Person and whether recourse is secured by or is
otherwise available against all or only a portion of the assets of such Person and whether or not
contingent, but without duplication: (a) every obligation of such Person for money borrowed, (b) every obligation of such Person evidenced by bonds, debentures, notes or other similar
instruments, including obligations incurred in connection with the acquisition of property, assets
or businesses, (c) every reimbursement obligation of such Person with respect to letters of credit, bankers
acceptances or similar facilities issued for the account of such Person, (d) every obligation of such Person issued or assumed as the deferred purchase price of
property or services (including securities repurchase agreements but excluding trade accounts
payable or accrued liabilities arising in the ordinary course of business which are not overdue or
which are being contested in good faith and for which the Borrowers maintain sufficient reserves in
accordance with GAAP consistently applied), (e) every obligation of such Person under any Capitalized Lease, (f) every obligation of such Person under any Synthetic Lease, (g) all sales by such Person of (i) accounts or general intangibles for money due or to become
due, (ii) chattel paper, instruments or documents creating or evidencing a right to payment of
money or (iii) other receivables (collectively receivables), whether pursuant to a purchase
facility or otherwise, other than in connection with the disposition of the business operations of
such Person relating thereto or a disposition of defaulted receivables for collection and not as a
financing arrangement, and together with any obligation of such Person to pay any discount,
interest, fees, indemnities, penalties, recourse, expenses or other amounts in connection

therewith, 12




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(h) every obligation of such Person (an equity related purchase obligation) to purchase,
redeem, retire or otherwise acquire for value any Capital Stock of such Person or any rights
measured by the value of such Capital Stock, (i) every obligation of such Person under any Derivative Contract, (j) every obligation in respect of Indebtedness of any other entity (including any partnership
in which such Person is a general partner) to the extent that such Person is liable therefor as a
result of such Persons ownership interest in or other relationship with such entity, except to the
extent that the terms of such Indebtedness provide that such Person is not liable therefor and such
terms are enforceable under applicable law, (k) every Guarantee. The amount or principal amount of any Indebtedness at any time of determination
represented by (i) any Indebtedness, issued at a price that is less than the principal amount at
maturity thereof, shall be the amount of the liability in respect thereof determined in accordance
with GAAP consistently applied, (ii) any Capitalized Lease shall be the principal component of the
aggregate of the rentals obligation under such Capitalized Lease payable over the term thereof that
is not subject to termination by the lessee, (iii) any sale of receivables shall be the amount of
unrecovered capital or principal investment of the purchaser (other than any of the Borrowers or
any of their wholly-owned Subsidiaries) thereof, excluding amounts representative of yield or
interest earned on such investment, (iv) any Synthetic Lease shall be the stipulated loss value,
termination value or other equivalent amount, (v) any Derivative Contract shall be the maximum
amount of any termination or loss payment required to be paid by such Person if such Derivative
Contract were, at the time of determination, to be terminated by reason of any event of default or
early termination event thereunder, whether or not such event of default or early termination event
has in fact occurred, (vi) any equity related purchase obligation shall be the maximum fixed
redemption or purchase price thereof inclusive of any accrued and unpaid dividends to be comprised
in such redemption or purchase price and (vii) any Guarantee shall be an amount equal to the stated
or determinable amount of the primary obligation in respect of which such Guarantee is made or, if
not stated or determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such Person in good
faith. Indemnified Liabilities has the meaning set forth in Section 15.05. Indemnitees has the meaning set forth in Section 15.05. Instrument or Instruments shall have the meaning accorded to such term in
the UCC. Insurance Proceeds means, at any time, all insurance proceeds or payments to which
any Borrower may be or become entitled by reason of any casualty with respect to a Company-Owned
Property under the insurance policies required to be maintained pursuant to the Loan Documents plus
(i) the amounts of any deductibles under such insurance policies; (ii) if any Borrower fails to
maintain any of the insurance policies required under the Loan Documents, the amounts which would
have been available with respect to such casualty had such Borrower maintained such insurance
policies; and (iii) all insurance proceeds and payments to which any 13




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Borrower may be or become entitled, including pursuant to title insurance or by reason of any
casualty with respect to any Company-Owned Property under any other insurance policies coverage
maintained by any Borrower. Insurance Requirements means the insurance requirements set forth in Section
6.07 and Schedule 6.07. Interest Payment Date means, as to any Eurodollar Rate Loan, the last day of each
Interest Period applicable to such Loan and the Maturity Date; provided, however,
that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates
that fall every three months after the beginning of such Interest Period shall also be Interest
Payment Dates; and (b) as to any Base Rate Loan, the first Business Day of each month and the
Maturity Date. Interest Period means, as to each Eurodollar Rate Loan, the period commencing on the
date such Eurodollar Rate Loan is disbursed, or converted to, or continued as, a Eurodollar Rate
Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower
in its Revolving Credit Loan Notice; provided that: (i) any Interest Period that would otherwise 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; (ii) any Interest Period pertaining to a Eurodollar Rate Loan 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) shall end on the
last Business Day of the calendar month at the end of such Interest Period; and (iii) no Interest Period shall extend beyond the Maturity Date. Inventory shall have the meaning accorded to such term in the UCC. Investment means, as to any Person, any direct or indirect acquisition or investment
by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other
securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or
assumption of debt of, or purchase or other acquisition of any other debt or equity participation
or interest in, another Person, including any partnership or joint venture interest in such other
Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions)
of assets of another Person that constitute a business unit. For purposes of covenant compliance,
the amount of any Investment shall be the amount actually invested, without adjustment for
subsequent increases or decreases in the value of such Investment. Investment Property shall have the meaning accorded to such term in the UCC. IP Rights has the meaning set forth in Section 5.24. IRS means the United States Internal Revenue Service. 14




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Judgment means any order, decision, decree, award or injunction of any Governmental
Authority. Lake BBQ shall have the meaning specified in the introductory paragraph hereto. Late Payment Charge shall have the meaning accorded to such term in Section
2.05(b). Laws means, collectively, all international, foreign, Federal, state and local
statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or
judicial precedents or authorities, including the interpretation or administration thereof by any
Governmental Authority charged with the enforcement, interpretation or administration thereof, and
all applicable administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case whether or not having the
force of law. Lease or Leases means any lease covering all or a portion of any
Company-Owned Property and any other leases to which any Borrower is a party or in which any
Borrower owns an interest other than a Personal Property Lease. Lease Obligations means obligations under or in connection with any Lease. Lender has the meaning specified in the introductory paragraph hereto. Lending Office means, as to any Lender, the office or offices of such Lender
designated by such Lender in writing to Borrowers and Administrative Agent from time to time. License or Licenses means any license, permit, directive, authorization,
approval or stipulation required to operate the Business at any location. Lien means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), charge, or preference, priority or other security interest
or preferential arrangement of any kind or nature whatsoever (including any conditional sale or
other title retention agreement, and any financing lease having substantially the same economic
effect as any of the foregoing) and including any right of set off or offset, rights of others,
benefits, claims or other liens (including federal or state tax liens). Litigation means any action, proceeding, litigation, investigation, arbitration,
mediation, claim or Judgment. Loan Documents means this Agreement, each Note and any other note, security
agreement, pledge agreement, mortgage, deed of trust, deed to secure debt, any guarantee of
Borrowers Obligations, collateral assignments, and other contractual Obligations, filings
(including financing statements) and recordings executed, delivered or filed, including any
amendments, supplements, renewals, extensions or replacements thereof, executed between any
Borrowers or their Affiliates and Lenders or by any Borrowers or their Affiliates for the benefit
of Lenders. Loss means any casualty or Condemnation. 15




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Loss Proceeds means all insurance proceeds or awards with respect to any Loss. Maintenance Capital Expenditures means Capital Expenditures that are not Growth
Capital Expenditures. For the avoidance of doubt, Maintenance Capital Expenditures shall include
investments in new point of sale systems or accounting systems. Margin Stock shall have the meaning accorded to such term in Regulation U, T or X of
the Board of Governors of the Federal Reserve System, as amended. Material Adverse Effect means, a material adverse change in, or a material adverse
effect on, (a) the business, results of operations, condition (financial or otherwise), assets or
liabilities (actual or contingent) of any Borrower, (b) the ability of the Borrowers to perform any
of their respective obligations under the Loan Documents, (c) the rights and remedies of the
Administrative Agent and the Lenders under any of the Loan Documents, or (d) the legality,
validity, binding effect or enforceability of any of the Loan Documents. Maturity Date means January 28, 2010. Maximum Revolving Credit Loan Commitment means TEN MILLION AND NO/100ths Dollars
($10,000,000.00). Minwood means Minwood Partners, a Delaware corporation. Money shall have the meaning accorded to such term in the UCC. Multiemployer Plan means any employee benefit plan of the type described in Section
4001(a)(3) of ERISA, to which any Borrower or any ERISA Affiliate makes or is obligated to make
contributions, or during the preceding five plan years, has made or been obligated to make
contributions. Note means a promissory note made by the Borrowers in favor of a Lender evidencing
Revolving Credit Loans made by such Lender, substantially in the form of Exhibit D. Obligations means all advances to, and debts, liabilities, obligations, covenants
and duties of, any Borrower arising under any Loan Document or otherwise with respect to any
Revolving Credit Loan, whether direct or indirect (including those acquired by assumption),
absolute or contingent, due or to become due, now existing or hereafter arising, and any future
advances thereon, renewals, extensions, modifications, amendments, substitutions and consolidations
thereof, including Borrowers obligations to pay (or reimburse Administrative Agent and Lenders
for) all costs and expenses (including Attorney Costs) incurred by Administrative Agent or Lenders
in obtaining, maintaining, protecting and preserving their interest in the Collateral or its
security interest therein, foreclosing, retaking, holding, preparing for sale or lease, selling or
otherwise disposing or realizing on the Collateral or in exercising their rights hereunder or as
secured party under the UCC, any other applicable Law or Loan Document, and including interest and
fees and that accrue after the commencement by or against any Borrower or any Affiliate thereof of
any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding,
regardless of whether such interest and fees are allowed claims in such proceeding. 16




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OFAC shall mean the U.S. Department of the Treasurys Office of Foreign Assets
Control. Organization Documents means, (a) with respect to any corporation, the certificate
or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents
with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the
certificate or articles of formation or organization and operating agreement; and (c) with respect
to any partnership, joint venture, trust or other form of business entity, the partnership, joint
venture or other applicable agreement of formation or organization and any agreement, instrument,
filing or notice with respect thereto filed, if necessary, in connection with its formation or
organization with the applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or organization of such
entity. Outstanding Amount means, on any date, the aggregate outstanding principal amount of
the Revolving Credit Loans after giving effect to any borrowings and prepayments or repayments
occurring on such date. Participant has the meaning specified in Section 15.07(e). Payment Intangibles shall have the meaning accorded to such term in the UCC. Permitted Encumbrances means those matters set forth in Section 7.01 and
listed on Exhibit K and which individually and in the aggregate will not materially and
adversely affect the ability of any Borrower to pay in full the Obligations, the use of any
Company-Owned Property for the use currently being made thereof, or the operation or value of any
Company-Owned Property. PBGC means the Pension Benefit Guaranty Corporation. Pension Plan means any employee pension benefit plan (as such term is defined in
Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and
is sponsored or maintained by any Borrower or any ERISA Affiliate or to which any Borrower or any
ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple
employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time
during the immediately preceding five plan years. Person means any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, Governmental Authority or other entity. Personal Property Lease shall mean any lease of Equipment or other personal property
deemed an operating lease under GAAP consistently applied. Personalty Charges means, with respect to any period, payments on any Personal
Property Lease. 17




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Plan means any employee benefit plan (as such term is defined in Section 3(3) of
ERISA) established by any Borrower or, with respect to any such plan that is subject to Section 412
of the Code or Title IV of ERISA, any ERISA Affiliate. Principal Agreement or Principal Agreements shall mean (a) any written
agreement calling for the annual expenditure or receipt by any Borrower or any Subsidiary
individually (or any two or more of the Borrowers or Subsidiaries in the aggregate) of more than
$1,000,000 and (b) any other contract, agreement, permit or license, written or oral, of the
Borrowers or any of their Subsidiaries as to which the breach, nonperformance, cancellation of
failure to renew by any party thereto, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect. Proceeds shall include Insurance Proceeds, Loss Proceeds, proceeds, products,
and comingled goods within the meaning accorded to such term in the UCC. Promissory Notes shall have the meaning accorded to such term in the UCC. Property means each Company-Owned Property. Pro Rata Share means, with respect to each Lender at any time, a fraction (expressed
as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of
the Commitment of such Lender at such time and the denominator of which is the amount of the
Aggregate Commitments at such time; provided that if the commitment of each Lender to make
Revolving Credit Loans have been terminated pursuant to Section 10.02, then the Pro Rata
Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately
prior to such termination and after giving effect to any subsequent assignments made pursuant to
the terms hereof. The initial Pro Rata Share of each Lender is set forth opposite the name of such
Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender
becomes a party hereto, as applicable. Reference Period means, as of any date of determination, the period of four (4)
consecutive fiscal quarters of the Borrowers and their Subsidiaries ending on such date, or if such
date is not a fiscal quarter end date, the period of four (4) consecutive fiscal quarters most
recently ended (in each case treated as a single accounting period). Register has the meaning set forth in Section 15.07(c). Regulation D means Regulation D of the Board of Governors of the Federal Reserve
System, as the same may be in effect from time to time, and any successor regulations. Reportable Event means any of the events set forth in Section 4043(c) of ERISA,
other than events for which the 30 day notice period has been waived. Required Lenders means, as of any date of determination, (a) if there are less than
three (3) Lenders on such date, all Lenders (other than any Defaulting Lender) and (b) if there are
three (3) or more Lenders on such date, Lenders having in the aggregate at least sixty-six and
two-thirds percent (66 2/3%) of the Aggregate Commitments or, if the commitment of each Lender to
make Revolving Credit Loans have been terminated pursuant to Section 10.02, 18




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Lenders holding in the aggregate at least sixty-six and two-thirds percent (66 2/3%) of the
Total Outstandings; provided that the Commitment of, and the portion of the Total Outstandings held
or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination
of Required Lenders. Requirement of Law or Requirements of Law means any requirement,
direction, policy or procedure of any Law or License, Judgment, or Consent or Other Action. Reserve Percentage means at any time the percentage announced within Administrative
Agent as the reserve percentage under Regulation D for loans and obligations making reference to an
Adjusted Eurodollar Rate. The Reserve Percentage shall be based on Regulation D or other
regulations from time to time in effect concerning reserves for Eurocurrency Liabilities as defined
in Regulation D from related institutions as though Administrative Agent were in a net borrowing
position, as promulgated by the Board of Governors of the Federal Reserve System, or its successor. Responsible Officer means the chief executive officer, president, chief financial
officer, treasurer, assistant treasurer or vice president of a Borrower. Any document delivered
hereunder that is signed by a Responsible Officer of a Borrower shall be conclusively presumed to
have been authorized by all necessary corporate, partnership and/or other action on the part of
such Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf
of such Borrower. Restaurant means a particular restaurant at a particular location that is owned or
operated by a Borrower or a Subsidiary of a Borrower. Restricted Payment means any dividend or other distribution (whether in cash,
securities or other property) with respect to any Capital Stock or other equity interest of any
Borrower or any Subsidiary, or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any such capital stock or other equity interest or of
any option, warrant or other right to acquire any such capital stock or other equity interest. Revolving Credit Loan has the meaning specified in Section 2.01. Revolving Credit Loan Borrowing means a borrowing of simultaneous Revolving Credit
Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period
made by each of the Lenders pursuant to Section 2.01. Revolving Credit Loan Commitment means, for each Lender, its obligation to make
Revolving Credit Loans to the Borrowers pursuant to Section 2.01, in an aggregate principal
amount at any one time outstanding not to exceed the product of (a) such Lenders Pro Rata Share,
times (b) the Maximum Revolving Credit Loan Commitment. Revolving Credit Loan Notice means a notice of (i) a Revolving Credit Loan
Borrowing, (ii) a conversion of Revolving Credit Loans from one Type to the other, or (iii) a 19




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continuation of Eurodollar Rate Loans pursuant to Section 2.02, which, if in writing,
shall be substantially in the form of Exhibit A. Ribs shall have the meaning specified in the introductory paragraph hereto. Ribs-U shall have the meaning specified in the introductory paragraph hereto. Ribs of Maryland shall have the meaning specified in the introductory paragraph
hereto. Sanctioned Country shall mean a country subject to a sanctions program identified on
the list maintained by OFAC and available at
http://www.treas.gov/offices/eotffc/ofac/sanctions/ index.html, or as otherwise published
from time to time. Sanctioned Person shall mean (i) a Person named on the list of Specially Designated
Nationals and Blocked Persons maintained by OFAC available at http://www.treas.gov/offices/
eotffc/ofac/sdn/index.html, or as otherwise published from time to time, or (ii) (A) an agency
of the government of a Sanctioned Country, (B) an organization controlled by a Sanctioned Country,
or (C) a person resident in a Sanctioned Country, to the extent subject to a sanctions program
administered by OFAC. SEC means the Securities and Exchange Commission, or any Governmental Authority
succeeding to any of its principal functions. Securities Accounts shall have the meaning accorded to such term in the UCC. Securities Entitlements shall have the meaning accorded to such term in the UCC. Software shall have the meaning accorded to such term in the UCC. Sole Discretion means with respect to any decision or action (including granting of
any consent or approval) the discretion to make or take or fail to take or make any decision or
action with or without any reason, taking into account such factors, if any, as the decision maker
or action taker determines (including self interest), and any decision or action may be subject to
any such conditions or no conditions as the decision maker or action taker determines and shall be
final and conclusive. Stock Repurchase means the common stock share repurchases pursuant to the stock
repurchase authorization approved by the Board of Directors of Famous Daves on November 2, 2004
for a total aggregate repurchase of no more than 1,000,000 shares.. Subsidiary of a Person (the parent) means a corporation, partnership, joint
venture, limited liability company or other business entity of which a majority of the shares of
securities or other interests having ordinary voting power for the election of directors or other
governing body (other than securities or interests having such power only by reason of the
happening of a contingency) are at the time beneficially owned, or the management of which is
otherwise Controlled, by the parent. Unless otherwise specified, all references herein to a
Subsidiary or to Subsidiaries shall refer to a Subsidiary or Subsidiaries of a Borrower. 20




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Synthetic Lease means any lease of goods or other property, whether real or
personal, which is treated as an operating lease under GAAP consistently applied and as a loan or
financing for U.S. income tax purposes. Taxes and Other Charges means all taxes, assessments and other governmental charges,
ground rents, or other rents, rates and charges, excises, levies, fees and other charges (public or
private) which may be assessed, levied, confirmed or imposed on, or in respect of or be a lien upon
the Collateral, a Company-Owned Property or the Business or any part thereof or any interest
therein. 30/360 Basis means on the basis of a 360-day year consisting of 12 months of 30 days
each. Total Outstandings means the aggregate Outstanding Amount of all Revolving Credit
Loans. UCC or Uniform Commercial Code shall mean the Uniform Commercial Code as
in effect from time to time as adopted in the State of New York. Unfunded Pension Liability means the excess of a Pension Plans benefit liabilities
under Section 4001(a)(16) of ERISA, over the current value of that Pension Plans assets,
determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section
412 of the Code for the applicable plan year. United
States and U.S. mean the United States of America. Wells Fargo means Wells Fargo Bank, National Association and its successors. 1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified
herein or in such other Loan Document: (a) The meanings of defined terms are equally applicable to the singular and plural forms of
the defined terms. (b)  (i) The words herein, hereto, hereof and
hereunder and words of similar import when used in any Loan Document shall refer to such
Loan Document as a whole and not to any particular provision thereof. (ii) Article, Section, Exhibit and Schedule references are to the Loan Document in which
such reference appears. (iii) The term including is by way of example and not limitation and shall be
deemed to be followed by the phrase without limitation. 21




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(iv) The term documents includes any and all instruments, documents,
agreements, certificates, notices, reports, financial statements and other writings, however
evidenced, whether in physical or electronic form. (c) In the computation of periods of time from a specified date to a later specified date, the
word from means from and including; the words to and until
each mean to but excluding; and the word through means to and
including. (d) Section headings herein and in the other Loan Documents are included for convenience of
reference only and shall not affect the interpretation of this Agreement or any other Loan
Document. 1.03 Accounting Terms. (a) All accounting terms not specifically or completely defined herein shall be construed in
conformity with, and all financial data (including financial ratios and other financial
calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity
with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner
consistent with that used in preparing the Audited Financial Statements, except as
otherwise specifically prescribed herein. (b) In the event any Accounting Changes shall occur and such changes affect financing
covenants, standards or terms in this Agreement, then the Borrowers and the Lenders agree to enter
into negotiations in order to amend such provisions of this Agreement so as to equitably reflect
such Accounting Changes with the desired result that the criteria for evaluating the financial
condition of the Borrowers shall be the same as if such Accounting Changes had not been made, and
until such time as such an amendment shall have been executed and delivered by the Borrowers and
the Required Lenders, (a) all financial covenants, standards and terms in this Credit Agreement
shall be calculated and/or construed as if such Accounting Changes had not been made, and (b) the
Borrowers shall prepare footnotes to the financial statements required to be delivered hereunder
that shows the differences between the financial statements delivered (which reflect such
Accounting Changes) and the basis for calculating financial covenant compliance (without reflecting
such Accounting Changes). 1.04 Rounding. Any financial ratios required to be maintained by the Borrowers pursuant to this Agreement
shall be calculated by dividing the appropriate component by the other component, carrying the
result to one place more than the number of places by which such ratio is expressed herein and
rounding the result up or down to the nearest number (with a rounding-up if there is no nearest
number). 1.05 References to Agreements and Laws. Unless otherwise expressly provided herein, (a) references to Organization Documents,
agreements (including the Loan Documents) and other contractual instruments shall be deemed to
include all subsequent amendments, restatements, extensions, supplements and other modifications
thereto, but only to the extent that such amendments, restatements, extensions, 22




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supplements and other modifications are not prohibited by any Loan Document; and (b)
references to any Law shall include all statutory and regulatory provisions consolidating,
amending, replacing, supplementing or interpreting such Law. 1.06 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to
Pacific time (daylight or standard, as applicable). ARTICLE II.
THE COMMITMENTS AND CREDIT EXTENSIONS 2.01 Commitment to Make Revolving Credit Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make
loans (each such loan, a Revolving Credit Loan) to the Borrowers from time to time, on any
Business Day during the Availability Period (but in no event more frequently than five (5) times in
any calendar month), in an aggregate amount not to exceed at any time outstanding the amount of
such Lenders Revolving Credit Loan Commitment; provided, however, that after giving effect to any
Revolving Credit Loans, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and
(ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, shall not exceed
such Lenders Revolving Credit Loan Commitment. Within the limits of each Lenders Revolving
Credit Loan Commitment, and subject to the other terms and conditions hereof, the Borrowers may
borrow under this Section 2.01, prepay under Section 2.03, and reborrow under this
Section 2.01. Revolving Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as
further provided herein. 2.02 Borrowings, Conversions and Continuations of Revolving Credit Loans. (a) Each Revolving Credit Loan, each conversion of Revolving Credit Loans from one Type to the
other and each continuation of Eurodollar Rate Loans shall be made upon the Borrowers irrevocable
notice to the Administrative Agent, which may be given by telephone. Each such notice must be
received by the Administrative Agent not later than 8:00 a.m. (i) three Business Days prior to the
requested date of any Revolving Credit Loan Borrowing or, conversion to or continuation of
Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans and (ii) the
requested date of any Revolving Credit Loan Borrowing of Base Rate Loans. Each telephonic notice
by the Borrowers pursuant to this Section 2.02(a) must be confirmed promptly by delivery to
the Administrative Agent of a written Revolving Credit Loan Notice, appropriately completed and
signed by a Responsible Officer of Famous Daves (it being hereby acknowledged by each Borrower
that execution of the same by such Responsible Officer of Famous Daves shall be deemed to
constitute execution of the same by a Responsible Officer of each Borrower). Each Revolving Credit
Loan Borrowing shall be in a principal amount of $50,000 or a whole multiple of $50,000 in excess
thereof. Each Revolving Credit Loan Notice (whether telephonic or written) shall specify (i)
whether the Borrowers are requesting a conversion of Revolving Credit Loans from one Type to the
other or a continuation of Eurodollar Rate Loans, (ii) the requested borrowing, conversion or
continuation, as the case may be, date of the Revolving Credit Loans (which shall be a Business
Day), (iii) the principal 23




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amount of the Revolving Credit Loans to be borrowed, converted or continued, (iv) the Type of
Revolving Credit Loans to be borrowed or to which existing Revolving Credit Loans are to be
converted and (iv) if applicable, the duration of the Interest Period with respect thereto. If the
Borrowers fail to specify a Type of Revolving Credit Loan in a Revolving Credit Loan Notice or if
the Borrowers fail to give a timely notice requesting a conversion or continuation, then the
applicable Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such
automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest
Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrowers
request a Revolving Credit Loan Borrowing of, conversion to, or continuation of Eurodollar Rate
Loans in any such Revolving Credit Loan Notice, but fail to specify an Interest Period, it will be
deemed to have specified an Interest Period of one month. (b) Following receipt of a Revolving Credit Loan Notice, the Administrative Agent shall
promptly notify each Lender of the amount of its Pro Rata Share of the applicable Revolving Credit
Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the
Administrative Agent shall notify each Lender of the details of any automatic conversion to Base
Rate Loans described in the preceding subsection. Each Lender shall make the amount of its
Revolving Credit Loan available to the Administrative Agent in immediately available funds at the
Administrative Agents Office not later than 10:00 a.m. on the Business Day specified in the
applicable Revolving Credit Loan Notice. Upon satisfaction of the applicable conditions set forth
in Section 4.02 (and, if such Revolving Credit Loan Borrowing is the initial Revolving
Credit Loan Borrowing, Section 4.01), the Administrative Agent shall make all funds so
received available to the Borrowers in like funds as received by the Administrative Agent either by
(i) crediting the account of any Borrower on the books of Wells Fargo with the amount of such funds
or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and
reasonably acceptable to) the Administrative Agent by any Borrower. (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted
only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of
a Default or Event of Default, no Revolving Credit Loans may be requested as, converted to or
continued as Eurodollar Rate Loans without the consent of the Required Lenders. (d) The Administrative Agent shall promptly notify Famous Daves and the Lenders of the
interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of
such interest rate. The determination of the Adjusted Eurodollar Rate by the Administrative Agent
shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are
outstanding, the Administrative Agent shall notify Famous Daves and the Lenders of any change in
Wells Fargos prime rate used in determining the Base Rate promptly following the public
announcement of such change. (e) After giving effect to all Revolving Credit Loan Borrowings, all conversions of Revolving
Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the
same Type, there shall not be more than five Interest Periods in effect with respect to Revolving
Credit Loans. 24




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2.03 Prepayments. (a) The Borrowers may, upon notice to the Administrative Agent, from time to time, voluntarily
prepay any Revolving Credit Loans in whole or in part without premium or penalty; provided
that (i) such notice must be received by the Administrative Agent not later than 8:00 a.m. (A)
three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of
prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal
amount of $50,000 or a whole multiple of $50,000 in excess thereof; and (iii) any prepayment of
Base Rate Loans shall be in a principal amount of $50,000 or a whole multiple of $50,000 in excess
thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such
notice shall specify the date of prepayment and amount of such prepayment and the Types of
Revolving Credit Loans to be prepaid. The Administrative Agent will promptly notify each Lender of
its receipt of each such notice, and of the amount of such Lenders Pro Rata Share of such
prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and
the payment amount specified in such notice shall be due and payable on the prepayment date
specified therein. Any prepayment of a Revolving Credit Loan shall be accompanied by all accrued
interest thereon, together with any additional amounts required pursuant to Section 3.05.
Each such prepayment shall be applied to the Revolving Credit Loans of the Lenders in accordance
with their respective Pro Rata Shares. (b) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then
in effect, the Borrowers shall immediately prepay Revolving Credit Loans in an aggregate amount
equal to such excess, any such prepayment to be applied to the applicable Commitments which have
been exceeded (in accordance with each Lenders Pro Rata Share thereof) in such order as
Administrative Agent may determine in its Sole Discretion. (c) If for any reason the Adjusted Leverage Ratio for any Reference Period exceeds the
applicable ratio set forth in Section 14.01, the Borrowers shall prepay, on or before the
date which is thirty (30) days after the date such excess is determined, Revolving Credit Loans in
an aggregate amount equal to an amount which would bring the Adjusted Leverage Ratio in compliance
with Section 14.01, any such prepayment to be applied to the Revolving Credit Loans (in
accordance with each Lenders Pro Rata Share thereof) in such order as Administrative Agent may
determine in its Sole Discretion 2.04 Repayment of Revolving Credit Loans. In addition to any other payments due under this Agreement, the Borrowers shall repay to the
Lenders on the Maturity Date the aggregate Outstanding Amount of all Revolving Credit Loans on such
date. 2.05 Interest. (a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall
bear interest on the outstanding principal amount thereof for each Interest Period at a rate per
annum equal to the Adjusted Eurodollar Rate for such Interest Period plus the Applicable
Rate; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof
from the applicable borrowing date at a rate per annum equal to the Base Rate plus the
Applicable Rate; 25




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(b) If Administrative Agent has not received on any date on which any payment is due (whether
by acceleration or otherwise) the full amount due on such date, in addition to any other amounts
payable hereunder, Borrowers shall pay to the Administrative Agent, promptly on demand, a late
payment charge (Late Payment Charge) in an amount equal to the product of (x) the
difference between (1) the amount due on any such due date and (2) the amount actually received on
such due date, multiplied by (y) .05. In addition, if any amount payable by the Borrowers
under any Loan Document is not paid when due (without regard to any applicable grace periods),
whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear
interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the
fullest extent permitted by applicable Laws. Furthermore, while any Event of Default exists, the
Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a
fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent
permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including interest
on past due interest) shall be due and payable upon demand. (c) Interest on each Revolving Credit Loans shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be specified herein.
Interest hereunder shall be due and payable in accordance with the terms hereof before and after
judgment, and before and after the commencement of any proceeding under any Debtor Relief Law. (d) Interest shall accrue on each Revolving Credit Loan for the day on which the Revolving
Credit Loan is made, and shall not accrue on a Revolving Credit Loan, or any portion thereof, for
the day on which the Revolving Credit Loan or such portion is paid, provided that any Revolving
Credit Loan that is repaid on the same day on which it is made shall, subject to Section
2.08(a), bear interest for one day. (e) All computations of interest with respect to Base Rate Loans shall be made on the basis of
a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of
interest shall be made on an Actual/360 Basis (which results in more interest being paid than if
computed on a 30/360 Basis). Interest shall accrue on each Revolving Credit Loan for the day on
which the Revolving Credit Loan is made, and shall not accrue on a Revolving Credit Loan, or any
portion thereof, for the day on which the Revolving Credit Loan or such portion is paid,
provided that any Revolving Credit Loan that is repaid on the same day on which it is made
shall, subject to Section 2.08(a), bear interest for one day. 2.06 Fees. (a) Revolving Credit Commitment Fee. The Borrowers shall pay to the Administrative
Agent for the account of each Lender in accordance with its Pro Rata Share, a revolving credit
commitment fee computed on a daily basis equal to the product of (A) 0.50 percent (0.50%) per annum
times (B) the positive difference, if any, of (i) the Maximum Revolving Credit Loan
Commitment on each day, minus (ii) the average daily Outstanding Amount of all Revolving
Credit Loans on each day, in each case, during the period from the then most recent prior Interest
Payment Date (or, in the case of the amount being determined on the first Interest Payment Date,
from the Closing Date) until the day immediately preceding the applicable Interest Payment Date.
The revolving credit commitment fee shall accrue at all times 26




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during the Availability Period, including at any time during which one or more of the
conditions in Article IV is not met, and shall be due and payable monthly in arrears on the
first Business Day of each month, commencing with the first such date to occur after the Closing
Date, and on the Maturity Date. (b) Other Fees. The Borrowers shall pay to the Lenders such fees as shall have been
separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be
fully earned when paid and shall not be refundable for any reason whatsoever. (c) Actual/360. All computations of fees shall be made on an Actual/360 Basis (which
results in more fees being paid than if computed on a 30/360 Basis). 2.07 Evidence of Debt. The Revolving Credit Loans made by each Lender shall be evidenced by one or more accounts or
records maintained by such Lender and by the Administrative Agent in the ordinary course of
business. The accounts or records maintained by the Administrative Agent and each Lender shall be
conclusive absent manifest error of the amount of the Revolving Credit Loans made by the Lenders to
the Borrowers and the interest and payments thereon. Any failure to so record or any error in
doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to
pay any amount owing with respect to the Obligations. In the event of any conflict between the
accounts and records maintained by any Lender and the accounts and records of the Administrative
Agent in respect of such matters, the accounts and records of the Administrative Agent shall
control in the absence of manifest error. Upon the request of any Lender made through the
Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the
Administrative Agent) a Note, which shall evidence such Lenders Revolving Credit Loans in addition
to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the
date, Type (if applicable), amount and maturity of its Revolving Credit Loans and payments with
respect thereto. 2.08 Payments Generally. (a) All payments to be made by any Borrower shall be made without condition or deduction for
any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein,
all payments by any Borrower hereunder shall be made to the Administrative Agent, for the account
of the respective Lenders to which such payment is owed, via bank account debit in Dollars and in
immediately available funds not later than 11:00 a.m. on the date specified herein. The
Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other
applicable share as provided herein) of such payment in like funds as received by wire transfer to
such Lenders Lending Office. All payments received by the Administrative Agent after 11:00 a.m.
shall be deemed received on the next succeeding Business Day and any applicable interest or fee
shall continue to accrue. (b) If any payment to be made by any Borrower shall come due on a day other than a Business
Day, payment shall be made on the next following Business Day, and such extension of time shall be
reflected, without duplication, in computing interest or fees, as the case may be. 27




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(c) Unless the Borrowers or any Lender have notified the Administrative Agent, prior to the
date any payment is required to be made by it to the Administrative Agent hereunder, that the
Borrowers or such Lender, as the case may be, will not make such payment, the Administrative Agent
may assume that the Borrowers or such Lender, as the case may be, have timely made such payment and
may (but shall not be so required to), in reliance thereon, make available a corresponding amount
to the Person entitled thereto. If and to the extent that such payment was not in fact made to the
Administrative Agent in immediately available funds, then: (i) if the Borrowers failed to make such payment, each Lender shall forthwith on demand
repay to the Administrative Agent the portion of such assumed payment that was made
available to such Lender in immediately available funds, together with interest thereon in
respect of each day from and including the date such amount was made available by the
Administrative Agent to such Lender to the date such amount is repaid to the Administrative
Agent in immediately available funds at the Federal Funds Rate from time to time in effect;
and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand
pay to the Administrative Agent the amount thereof in immediately available funds, together
with interest thereon for the period from the date such amount was made available by the
Administrative Agent to the Borrowers to the date such amount is recovered by the
Administrative Agent (the Compensation Period) at a rate per annum equal to the
Federal Funds Rate from time to time in effect. If such Lender pays such amount to the
Administrative Agent, then such amount shall constitute such Lenders Revolving Credit Loan,
included in the applicable Revolving Credit Loan Borrowing. If such Lender does not pay
such amount forthwith upon the Administrative Agents demand therefor, the Administrative
Agent may make a demand therefor upon the Borrowers, and the Borrowers shall pay such amount
to the Administrative Agent, together with interest thereon for the Compensation Period at a
rate per annum equal to the rate of interest applicable to the applicable Revolving Credit
Loan Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to
fulfill its Commitment or to prejudice any rights which the Administrative Agent or the
Borrowers may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount
owing under this subsection (c) shall be conclusive, absent manifest error. (d) If any Lender makes available to the Administrative Agent funds for any Revolving Credit
Loan to be made by such Lender as provided in the foregoing provisions of this Article II,
and such funds are not made available to the Borrowers by the Administrative Agent because the
conditions to the applicable Revolving Credit Loan Borrowing set forth in Article IV are
not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return
such funds (in like funds as received from such Lender) to such Lender, without interest. (e) The obligations of the Lenders hereunder to make Revolving Credit Loans are several and
not joint. The failure of any Lender to make any Revolving Credit Loan on any date required
hereunder shall not relieve any other Lender of its corresponding obligation to do so on 28




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such date, and no Lender shall be responsible for the failure of any other Lender to so make
its Revolving Credit Loan. (f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any
Revolving Credit Loan in any particular place or manner or to constitute a representation by any
Lender that it has obtained or will obtain the funds for any Revolving Credit Loan in any
particular place or manner. 2.09 Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of
the Revolving Credit Loans made by it, any payment (whether voluntary, involuntary, through the
exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share
contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent
of such fact, and (b) purchase from the other Lenders such participations in the Revolving Credit
Loans made by them as shall be necessary to cause such purchasing Lender to share the excess
payment in respect of such Revolving Credit Loans or such participations, as the case may be, pro
rata with each of them; provided, however, that if all or any portion of such
excess payment is thereafter recovered from the purchasing Lender under any of the circumstances
described in Section 15.06(including pursuant to any settlement entered into by the
purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each
other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with
an amount equal to such paying Lenders ratable share (according to the proportion of (i) the
amount of such paying Lenders required repayment to (ii) the total amount so recovered from the
purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in
respect of the total amount so recovered, without further interest thereon. Each Borrower agrees
that any Lender so purchasing a participation from another Lender may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of set-off, but subject
to Section 15.09) with respect to such participation as fully as if such Lender were the
direct creditor of the Borrowers in the amount of such participation. The Administrative Agent
will keep records (which shall be conclusive and binding in the absence of manifest error) of
participations purchased under this Section and will in each case notify the Lenders following any
such purchases or repayments. Each Lender that purchases a participation pursuant to this Section
shall from and after such purchase have the right to give all notices, requests, demands,
directions and other communications under this Agreement with respect to the portion of the
Obligations purchased to the same extent as though the purchasing Lender were the original owner of
the Obligations purchased. ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY 3.01 Taxes. (a) Any and all payments by any Borrower to or for the account of the Administrative Agent or
any Lender under any Loan Document shall be made free and clear of and without deduction for any
and all present or future taxes, duties, levies, imposts, deductions, assessments, fees,
withholdings or similar charges, and all liabilities with respect thereto, excluding, in
the 29




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case of the Administrative Agent and each Lender, taxes imposed on or measured by its overall
net income, and franchise taxes imposed on it (in lieu of net income taxes) by the jurisdiction (or
any subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the
case may be, is organized or maintains a lending office (all such non-excluded taxes, duties,
levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities
being hereinafter referred to as Taxes). If Borrowers shall be required by any Laws to
deduct any Taxes from or in respect of any sum payable under any Loan Document to the
Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to additional sums payable
under this Section), each of the Administrative Agent and such Lender receives an amount equal to
the sum it would have received had no such deductions been made, (ii) the Borrowers shall make such
deductions, (iii) the Borrowers shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable Laws, and (iv) within 30 days after the date of such
payment, the Borrowers shall furnish to the Administrative Agent (which shall forward the same to
such Lender) the original or a certified copy of a receipt evidencing payment thereof. (b) In addition, the Borrowers agree to pay any and all present or future stamp, court or
documentary taxes and any other excise or property taxes or charges or similar levies which arise
from any payment made under any Loan Document or from the execution, delivery, performance,
enforcement or registration of, or otherwise with respect to, any Loan Document (hereinafter
referred to as Other Taxes). (c) If the Borrowers shall be required to deduct or pay any Taxes or Other Taxes from or in
respect of any sum payable under any Loan Document to the Administrative Agent or any Lender, the
Borrowers shall also pay to the Administrative Agent or to such Lender, as the case may be, at the
time interest is paid, such additional amount that the Administrative Agent or such Lender
specifies is necessary to preserve the after-tax yield (after factoring in all taxes, including
taxes imposed on or measured by net income) that the Administrative Agent or such Lender would have
received if such Taxes or Other Taxes had not been imposed. (d) Each Borrower agrees to indemnify the Administrative Agent and each Lender for (i) the
full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any
jurisdiction on amounts payable under this Section) paid by the Administrative Agent and such
Lender, (ii) amounts payable under Section 3.01(c) and (iii) any liability (including
additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, in
each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by
the relevant Governmental Authority. Payment under this subsection (d) shall be made within 30
days after the date the Lender or the Administrative Agent makes a demand therefor. 3.02 Illegality. If any Lender determines that any Change in Law has made it unlawful for any Lender or its
applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or
charge interest rates based upon the Adjusted Eurodollar Rate, then, on notice thereof by such
Lender to the Borrowers through the Administrative Agent, any obligation of such Lender to 30




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make or continue Eurodollar Rate Loans or convert Base Rate Loans into Eurodollar Rate Loans
shall be suspended until such Lender notifies the Administrative Agent and the Borrowers that the
circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the
Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or,
if applicable, convert all Eurodollar Rate Loans of such Lender into Base Rate Loans, either on the
last day of the Interest Period therefore, if such Lender may lawfully continue to maintain such
Eurodollar Rate Loans to such date, or immediately, if such Lender may not lawfully continue to
maintain such Eurodollar Loans. Upon any such prepayment or conversion, the Borrowers shall also
pay accrued interest on the amount so prepaid. Each Lender agrees to designate a different Lending
Office if such designation will avoid the need for such notice and will not, in the good faith
judgment of such Lender, otherwise be materially disadvantageous to such Lender. 3.03 Inability to Determine Rates. If the Administrative Agent determines that for any reason adequate and reasonable means do
not exist for determining the Interest Rate based upon the Adjusted Eurodollar Rate for any
Interest Period for any Eurodollar Rate Loans, or that the Adjusted Eurodollar Rate with respect to
any requested Interest Period for any Eurodollar Rate Loans does not adequately and fairly reflect
the cost to Lenders of funding such Eurodollar Rate Loans, the Administrative Agent will promptly
so notify the Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or
maintain Eurodollar Rate Loans shall be suspended until the Administrative Agent (upon the
instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the
Borrowers may revoke any pending request for a Revolving Credit Loan Borrowing of, conversion to or
continuation of Eurodollar Rate Loans or, failing that, such request will be deemed to be a request
for a Revolving Credit Loan Borrowing of Base Rate Loans in the amount so specified. 3.04 Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender determines that as a result of any Change in Law, or such Lenders
compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or
making, funding or maintaining Eurodollar Rate Loans, or a reduction in the amount received or
receivable by such Lender in connection with any of the foregoing (excluding for purposes of this
subsection (a) any such increased costs or reduction in amount resulting from (i) Taxes or Other
Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of
overall net income or overall gross income by the United States or any foreign jurisdiction or any
political subdivision of either thereof under the Laws of which such Lender is organized or has its
Lending Office, and (iii) reserve requirements utilized in the determination of the Adjusted
Eurodollar Rate), then from time to time upon demand of such Lender (with a copy of such demand to
the Administrative Agent), the Borrowers shall pay to such Lender such additional amounts as will
compensate such Lender for such increased cost or reduction. (b) If any Lender determines that any Change in Law regarding capital adequacy or any change
therein or in the interpretation thereof, or compliance by such Lender (or its Lending Office)
therewith, has the effect of reducing the rate of return on the capital of such Lender or any
corporation controlling such Lender as a consequence of such Lenders obligations 31




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hereunder (taking into consideration its policies with respect to capital adequacy and such
Lenders desired return on capital), then from time to time upon demand of such Lender (with a copy
of such demand to the Administrative Agent), the Borrowers shall pay to such Lender such additional
amounts as will compensate such Lender for such reduction. 3.05 Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the
Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss,
cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Eurodollar Rate Loan on a day
other than the last day of the Interest Period for such Eurodollar Rate Loan (whether voluntary,
mandatory, automatic, by reason of acceleration, or otherwise); or (b) any failure by the Borrowers (for a reason other than the failure of such Lender to make a
Revolving Credit Loan) to continue, convert, prepay or borrow any Eurodollar Rate Loan on the date
or in the amount notified by the Borrowers; including any loss of anticipated profits and any loss or expense arising from the liquidation or
reemployment of funds obtained by it to maintain such Revolving Credit Loan or from fees payable to
terminate the deposits from which such funds were obtained. The Borrowers shall also pay any
customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section
3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the
Adjusted Eurodollar Rate for such Revolving Credit Loan by a matching deposit or other borrowing in
the London interbank eurodollar market for a comparable amount and for a comparable period, whether
or not such Eurodollar Rate Loan was in fact so funded. 3.06 Matters Applicable to all Requests for Compensation. A certificate of the Administrative Agent or any Lender claiming compensation under this
Article III and setting forth the additional amount or amounts to be paid to it hereunder
shall be conclusive in the absence of manifest error. In determining such amount, the
Administrative Agent or such Lender may use any reasonable averaging and attribution methods. 3.07 Survival. All of the Borrowers obligations under this Article III shall survive termination of
the Aggregate Commitments and repayment of all other Obligations hereunder. 32




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ARTICLE IV.
CONDITIONS PRECEDENT TO REVOLVING CREDIT LOAN BORROWINGS 4.01 Conditions of Initial Revolving Credit Loan Borrowing. The obligation of the Lenders to make the initial Revolving Credit Loan Borrowing hereunder is
subject to satisfaction of the following conditions precedent: (a) The Administrative Agents receipt of the following, each of which shall be originals or
facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a
Responsible Officer of the signing Borrower, each dated the Closing Date (or, in the case of
certificates of governmental officials, a recent date before the Closing Date) and each in form and
substance satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement and the other Loan Documents, sufficient in
number for distribution to the Administrative Agent, each Lender and the Borrowers; (ii) a Note executed by the Borrowers in favor of each Lender that requests a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or
other certificates of Responsible Officers of each Borrower as the Administrative Agent may
require evidencing the identity, authority and capacity of each Responsible Officer thereof
authorized to act as a Responsible Officer in connection with this Agreement and the other
Loan Documents to which such Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably
require to evidence that each Borrower is duly organized or formed, and that each Borrower
and each other Borrower executing any of the Loan Documents is validly existing, in good
standing and qualified to engage in business in each jurisdiction where its ownership, lease
or operation of properties or the conduct of its business requires such qualification; (v) a favorable opinion or opinions of counsel to the Borrowers, addressed to the
Administrative Agent and each Lender, as to the matters set forth in Exhibit H and
such other matters concerning the Borrowers and the Loan Documents as the Required Lenders
may reasonably request; (vi) a certificate of each Borrower signed by a Responsible Officer either (A)
attaching copies of all consents, licenses and approvals required in connection with the
execution, delivery and performance by, and the validity against, such Borrower of the Loan
Documents to which it is a party, which consents, licenses and approvals shall be in full
force and effect, or (B) stating that no such consents, licenses or approvals are so
required; (vii) a certificate of each Borrower signed by a Responsible Officer certifying (A)
that the conditions specified in Sections 4.02(a) and (b) have been
satisfied, and (B) that there has been no event or circumstance since the date of the
Audited Financial Statements that has had or could be reasonably expected to have, either
individually or in the aggregate, a Material Adverse Effect; and (C) a calculation of EBITDA
and Adjusted Leverage Ratio as of November 21, 2004 (except that the Indebtedness used for
purposes 33




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of such calculations shall be the Indebtedness as of the Closing Date and which is set
forth on part (a) of Schedule 5.05); (viii) evidence that all Insurance Requirements have been met and that all insurance
required to be maintained pursuant thereto is in effect; and (ix) such other assurances, certificates, documents, consents or opinions as the
Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrowers shall have paid all Attorney
Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such
additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs
incurred or to be incurred by it through the closing proceedings (provided that such estimate shall
not thereafter preclude a final settling of accounts between the Borrowers and the Administrative
Agent). (d) Patriot Act Certificate. The Administrative Agent shall have received a
certificate satisfactory thereto, for benefit of itself and the Lenders, provided by the Borrowers
that sets forth information required by the Patriot Act (as defined in Section 15.22)

including the identity of the Borrowers, the name and address of the Borrowers and other
information that will allow the Administrative Agent or any Lender, as applicable, to identify the
Borrowers in accordance with the Patriot Act. 4.02 Conditions to all Revolving Credit Loan Borrowings. The obligation of each Lender to honor any Revolving Credit Loan Notice (other than a
Revolving Credit Loan Notice requesting only a conversion of Revolving Credit Loans to the other
Type, or a continuation of Eurodollar Rate Loans), is subject to the following conditions
precedent: (a) The representations and warranties of the Borrowers contained in Article V or any
other Loan Document, or which are contained in any document furnished at any time under or in
connection herewith or therewith, shall be true and correct on and as of the date of such Revolving
Credit Loan Borrowing, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they shall be true and correct as of such earlier date, and
except that for purposes of this Section 4.02, the representations and warranties contained
in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent
statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Revolving
Credit Loan Borrowing. (c) The Administrative Agent shall have received a Revolving Credit Loan Notice in accordance
with the requirements hereof. 34




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Each Revolving Credit Loan Notice (other than a Revolving Credit Loan Notice requesting only a
conversion of Revolving Credit Loans to the other Type, or a continuation of Eurodollar Rate Loans)
submitted by the Borrowers (and each other request, or deemed request, for any Revolving Credit
Loans pursuant to the terms of this Agreement) shall be deemed to be a representation and warranty
that the conditions specified in Sections 4.02(a) and (b) have been satisfied on
and as of the date of the applicable Revolving Credit Loan Borrowing. ARTICLE V.
REPRESENTATIONS AND WARRANTIES Each Borrower represents and warrants to the Administrative Agent and the Lenders that: 5.01 Existence, Qualification and Power. Each Borrower (a) is a corporation, partnership or limited liability company duly organized or
formed, validly existing and in good standing under the Laws of the jurisdiction of its
incorporation or organization, (b) has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on
its business and (ii) execute, deliver and perform its obligations under the Loan Documents to
which it is a party, (c) is duly qualified and in good standing under the Laws of each jurisdiction
where its ownership, lease or operation of properties or the conduct of its Business requires such
qualification, and (d) has all licenses reasonably necessary for the operation of each individual
Restaurant at each Company-Owned Property and for the conduct of the Business as a whole, except
for licenses which the failure to have would not materially and adversely affect any Company-Owned
Property. 5.02 Authorization; No Contravention. The execution, delivery and performance by each Borrower of each Loan Document to which such
Person is party, have been duly authorized by all necessary corporate or other organizational
action, and do not and will not (with the passage of time, giving of notice or otherwise) (a)
contravene or Conflict with the terms of any of such Persons Organization Documents; (b) Conflict
with or result in any breach or contravention of, or the creation of any Lien (except Liens in
favor of the Administrative Agent created by the Loan Documents) under, (i) any Contractual
Obligation to which such Person is a party or (ii) any order, injunction, writ or decree of any
Governmental Authority or any arbitral award to which such Person or its property is subject; or
(c) violate any Law. 5.03 No Consent or Other Action. No Consent or Other Action by, from, with or to any other Person is required prior to or
otherwise in connection with (a) any Borrowers ownership of the Collateral and conduct of its
Business, (b) any Borrowers execution and delivery of, and performance of its obligations under,
the Loan Documents, (c) the Grant of any Lien granted hereby or by any other Loan Document, or (d)
the validity, perfection and maintenance of any Lien created hereby or by any other Loan Document,
except (in the case of the foregoing clauses (c) and (d)) for the filing of the Financing
Statements with the Filing Offices. 35




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5.04 Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have
been, duly executed and delivered by each Borrower that is party thereto. This Agreement
constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and
binding obligation of each such Borrower, enforceable against each Borrower that is party thereto
in accordance with its terms. 5.05 Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii)
fairly present the financial condition of the Borrowers and their Subsidiaries as of the date
thereof and their results of operations for the period covered thereby in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise expressly noted
therein; and (iii) show, in accordance with GAAP consistently applied, all material indebtedness
and other liabilities, direct or contingent, of the Borrowers and their Subsidiaries as of the date
thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements of the Borrower and their Subsidiaries
dated November 21, 2004, including the consolidated balance sheet, and the related consolidated
statements of income or operations, shareholders equity and cash flows for the periods then ended
on that date (i) were prepared in accordance with GAAP consistently applied throughout the period
covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial
condition of the Borrowers and their Subsidiaries as of the date thereof and their results of
operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the
absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth
all Indebtedness of the Borrowers and their consolidated Subsidiaries as of the Closing Date. (c) Since the date of the Audited Financial Statements, there has been no event or
circumstance, either individually or in the aggregate, that has had or could reasonably be expected
to have a Material Adverse Effect. 5.06 Litigation. Except as set forth on Schedule 5.06, there is no Litigation pending or, to the
knowledge of any Borrower after due and diligent investigation, threatened or contemplated, at law,
in equity, in arbitration or before any Governmental Authority, by or against any Borrower, any of
their Subsidiaries or against any of their respective properties, assets (including any Collateral
or Principal Agreement), Business or any Property, or revenues, or affecting or pertaining to this
Agreement or any other Loan Document, or any of the transactions contemplated hereby which, if
adversely determined, would, individually, result in liability to any Borrower in excess of $25,000
or, in the aggregate, result in liability to any Borrower in excess of $150,000. None of the
Litigation identified on Schedule 5.06 would, either individually, or in the aggregate, if
determined adversely, have a Material Adverse Effect. 36




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5.07 No Default. No Borrower or any Subsidiary is in default under or with respect to any Contractual
Obligation that could, either individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. No Default or Event of Default has occurred and is continuing or would
result from the consummation of the transactions contemplated by this Agreement or any other Loan
Document. 5.08 Ownership of Property; Liens. Each Borrower and each Subsidiary has good record and marketable title in fee simple to, or
valid leasehold interests in, the all real property necessary or used in the ordinary conduct of
the Business. The property of the Borrowers and their Subsidiaries is subject to no Liens, other
than Liens permitted by Section 7.01. 5.09 Environmental Compliance. The Borrowers and their Subsidiaries have conducted a review of the effect of existing
Environmental Laws and claims alleging potential liability or responsibility for violation of any
Environmental Law on their respective businesses, operations and properties, and as a result
thereof the Borrowers have reasonably concluded that such Environmental Laws and claims could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 5.10 Insurance. The Borrowers and their Subsidiaries are in compliance with the Insurance Requirements. 5.11 Taxes. Each Borrower, each Subsidiary and each Person which might have tax liabilities for which
Borrower, any Subsidiary of any Borrower is or may be liable (each, a Tax Party) have
filed, or caused to be filed, in a timely manner all Federal, state and other material tax returns
and reports required to be filed, and have paid all Federal, state and other material taxes,
assessments, fees and other governmental charges levied or imposed upon them or their properties,
income or assets otherwise due and payable. All information in any such tax returns, reports and
declarations is complete and accurate in all material respects. Each Tax Party has paid or caused
to be paid all taxes due and payable or claimed due and payable in any assessment received by it,
and has collected, deposited and remitted in accordance with all Requirements of Law, all sales
and/or use taxes applicable to the conduct of its business, except taxes the validity of which are
being contested in good faith by appropriate proceedings diligently pursued and available to the
Tax Party and with respect to which adequate reserves have been set aside on its books. There are
no Liens on any properties or assets of any Borrower or any of its Subsidiaries imposed or arising
as a result of the delinquent payment or the nonpayment of any tax, assessment, fee or other
governmental charge. The income tax returns of each Tax Party have been examined and reported upon
by the relevant tax authorities, or closed by applicable statutes of limitations, for all fiscal
years and no Tax Party has given or consented to any waiver of the statute of limitations with
respect to its tax liabilities for any such year. Except as reflected in the financial statements
provided to Administrative Agent, no Borrower knows of any transaction or matter which might or
could result in additional tax assessments to any Tax Party. 37




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There are no applicable Taxes and Other Charges payable by any Tax Party, Administrative Agent
or any Lender in connection with the execution and delivery of any Loan Documents by the Borrowers
which have not been paid by the Tax Party. 5.12 ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of
ERISA, the Code and other Federal or state Laws. Each Plan that is intended to qualify under
Section 401(a) of the Code has received a favorable determination letter from the IRS or an
application for such a letter is currently being processed by the IRS with respect thereto and, to
the best knowledge of each Borrower, nothing has occurred which would prevent, or cause the loss
of, such qualification. Each Borrower and each ERISA Affiliate have made all required
contributions to each Plan subject to Section 412 of the Code, and no application for a funding
waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made
with respect to any Plan. (b) There are no pending or, to the best knowledge of any Borrower, threatened claims, actions
or lawsuits, or action by any Governmental Authority, with respect to any Plan that could be
reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction
or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or
could reasonably be expected to result in a Material Adverse Effect. (c) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan
has any Unfunded Pension Liability; (iii) neither any Borrower nor any ERISA Affiliate has
incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any
Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither
any Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability
(and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would
result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer
Plan; and (v) neither any Borrower nor any ERISA Affiliate has engaged in a transaction that could
be subject to Sections 4069 or 4212(c) of ERISA. 5.13 Borrower Information; Subsidiaries, Etc. (a) The legal names, federal taxpayer identification numbers, states of formation and mailing
addresses, as applicable, for each of the Borrowers are accurately set forth in the Loan Documents. (b) Except as disclosed in part (a) of Schedule 5.13, no Borrower has merged,
consolidated, acquired all or substantially all of the assets of any Person or used any other name
(whether in connection with the Business or the Collateral or for other business, obtaining credit
or financing or otherwise) in the last six years. No Borrower has any Subsidiaries other than
those specifically disclosed in Part (b) of Schedule 5.13 and no Borrower has any equity
investments in any other Person other than those specifically disclosed in part(c) of Schedule
5.13. 38




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5.14 Purpose of Revolving Credit Loan Borrowings; Margin Regulations; Investment Company Act;
Public Utility Holding Company Act. (a) Except in connection with the Stock Repurchase, the Borrowers do not intend to use all or
any portion of any Revolving Credit Loan Borrowing to purchase or carry any securities, including
Margin Stock. None of the proceeds of any Revolving Credit Loan Borrowing will be used, directly
or indirectly, for the purposes of reducing or retiring any indebtedness which was originally
incurred to purchase or carry any Margin Stock or other security or for any other purpose which
might cause any Revolving Credit Loan Borrowing to be considered a purpose credit within the
meaning of Regulations U, T or X of the Board of Governors of the Federal Reserve System, as
amended. Each Borrower intends to and agrees to use the proceeds of each Revolving Credit Loan
Borrowing solely for the lawful, proper business or commercial purposes set forth in its
application for the Revolving Credit Loan Borrowings and any disbursement direction letter
furnished by Borrowers to Administrative Agent in connection with any Revolving Credit Loan
Borrowing. (b) The Borrowers are not engaged, principally or as one of their important activities, in the
business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing
or carrying Margin Stock. (c) No Borrower, no Person Controlling any Borrower, or any Subsidiary (i) is a holding
company, or a subsidiary company of a holding company, or an affiliate of a holding
company or of a subsidiary company of a holding company, within the meaning of the Public
Utility Holding Company Act of 1935, or (ii) is or is required to be registered as an investment
company under the Investment Company Act of 1940. 5.15 Disclosure. Each Borrower has disclosed to the Administrative Agent and the Lenders all agreements,
instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject,
and all other matters known to it, that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect. No report, financial statement, certificate or
other information furnished (whether in writing or orally) by or on behalf of any Borrower to the
Administrative Agent or any Lender in connection with the transactions contemplated hereby and the
negotiation of this Agreement or delivered hereunder (as modified or supplemented by other
information so furnished) contains any material misstatement of fact or omits to state any material
fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided that, with respect to projected financial information,
each Borrower represents only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time. 5.16 Compliance with Laws. Each Borrower and each Subsidiary is in compliance in all material respects with the
requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its
properties, except in such instances in which such requirement of Law or order, writ, injunction or
decree is being contested in good faith by appropriate proceedings diligently conducted 39




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5.17 Business and Location. Each Borrower, under its legal name, is engaged in the Business under the Brand at the
Company-Owned Properties with the addresses set forth on Exhibit B (in the case of the
Business described in clause (a) of the definition thereof) or at such Borrowers address set forth
in Schedule 15.02 (in the case of the Business described in clauses (b) through (e) of the
definition thereof). Schedule 5.17 contains a complete and accurate list of businesses, if
any, conducted by any Borrower other than its Business. All Collateral, including all writings
relating thereto and records thereof, books of record or account, employees, business, offices and
operations are located at, and all operation with respect there to are conducted out of, the
related Company-Owned Properties or Borrowers chief executive office. Each Borrowers chief
executive office address is 8091 Wallace Road, Eden Prairie, Minnesota 55344 and shall be, as of
July 1, 2005, 12601 Whitewater Drive, Minnetonka, Minnesota 55343. 5.18 Transactions with Affiliates. Except as set forth on Schedule 5.18, no Borrower is currently a party to any
transaction of any kind with any Affiliate of any Borrower. Each of the transactions listed on
Schedule 5.18 was entered into in the ordinary course of each applicable Borrowers
business, pursuant to written agreements and on fair and reasonable terms substantially as
favorable to such Borrower as were obtainable by such Borrower at the time in a comparable arms
length transaction with a Person other than an Affiliate. 5.19 Financing Statements; Perfected Security Interest. The execution and delivery of this Agreement and the Grant hereunder creates a valid Lien in
the Collateral and the Proceeds thereof which has attached and is enforceable. The Filing Offices
are the only offices where financing statements are required to be filed in order to perfect such
security interest in all Filing Collateral, except to the extent that Filing Collateral includes
Fixtures which require the recording of the deed of trust or mortgage (whether one or more) or
separate financing statement(s) in the county in which such Fixtures are located in order to
perfect a security interest therein. The Lien of the Administrative Agent, on behalf of the
Lenders, in all Filing Collateral is a first priority perfected security interest. Upon delivery
into Administrative Agents (or any Lenders) possession of Collateral other than Filing
Collateral, the Lien therein of the Administrative Agent, on behalf of the Lenders, will be a first
priority perfected security interest. 5.20 Title; Sufficiency; No Liens. Borrowers have good and marketable title to the Collateral free of all Liens (other than the
Lien granted to Administrative Agent, on behalf of the Lenders, hereunder and Liens permitted under
Section 7.01) and such Collateral is sufficient to enable Borrowers to operate the Business
at each Company-Owned Property (in the case of the Business described in clause (a) of the
definition thereof) and at Borrowers address set forth in Schedule 15.02 (in the case of
the Business described in clauses (b) through (e) of the definition thereof), in each case in
accordance with the applicable Principal Agreements. Except for the filings reflected on the UCC
searches delivered to Administrative Agent together with this Agreement (Current
Filings), there is no financing statement (or similar statement, agreement, pledge, deed of
trust, mortgage, notice or registration), Lien, or Judgment filed with, registered, indexed or
recorded in 40




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any Governmental Authority (or intended so to be), directly or indirectly, identifying or
encumbering or covering or involving the Collateral or any Principal Agreement or which could have
a Material Adverse Effect. Borrowers shall take all actions necessary to terminate all Current
Filings prior to or concurrently with the funding of the Revolving Credit Loan. 5.21 No Further Disposition. Other than with respect to the Lien granted herein to Administrative Agent, on behalf of the
Lenders and, to the extent of the Permitted Encumbrances and Liens permitted under Section
7.01, no Borrower has entered into any agreement or understanding or taken, permitted or
suffered to exist any action (including the filing of a financing statement, agreement, pledge,
deed of trust or mortgage, notice or registration) or event (whether by operation of law or
otherwise) for the purpose of, or that may have the effect of, directly or indirectly, Granting or
permitting any Lien on or Disposing of any Collateral (including the Principal Agreements), any
interest therein or rights pertaining thereto. 5.22 Principal Agreements. Every Principal Agreement currently in effect is listed on Schedule 5.22 and Borrowers
have provided Administrative Agent with a true, correct and complete copy of each of the same.
Each Borrower is in good standing under, and in compliance with, the Principal Agreements. No
Borrower has been, and no Borrower is, in Conflict with or under, any of the Principal Agreements.
No Borrower has any knowledge of any claim of (or basis for any claim of) any such Conflict or of
any termination or nonrenewal of any Principal Agreement. Each of the Principal Agreements listed
on Schedule 5.22 was entered into in the ordinary course of each applicable Borrowers
business, pursuant to written agreements and on fair and reasonable terms and, to the extent the
same is with an Affiliate, on terms substantially as favorable to such Borrower as were obtainable
by such Borrower at the time in a comparable arms length transaction with a Person other than an
Affiliate. 5.23 Capitalization; Solvency. All of the issued and outstanding Capital Stock of Borrowers (and the other Persons listed on
Exhibit J), except as noted thereon, is directly and beneficially owned and held by the
entity listed for each such Borrower or other Person listed on Exhibit J, and all of such
Capital Stock has been duly authorized and are fully paid and non-assessable, free and clear of all
Liens other than Permitted Encumbrances and Liens permitted under Section 7.01. Each
Borrower (a) is solvent after giving effect to the Obligations, the security interests of
Administrative Agent, on behalf of the Lenders, and the other transactions contemplated hereunder,
and (b) is able to pay its debts as they mature and has (and has reason to believe it will continue
to have) sufficient capital (and not unreasonably small capital) to carry on its business and all
businesses in which it is about to engage. The assets and properties of each Borrower at a fair
valuation and at their present fair salable value are greater than the Indebtedness of each such
Borrower, and including any subordinated and contingent liabilities computed at the amount which,
to the best of each Borrowers knowledge, represents an amount which can reasonably be expected to
become an actual or matured liability. 41




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5.24 Intellectual Property; Licenses, Etc. The Borrowers and their Subsidiaries own, or possess the right to use, all of the trademarks,
service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other
intellectual property rights (collectively, IP Rights) that are reasonably necessary for
the operation of the Business (including those trademarks, service marks, trade names, copyrights,
patents, patent rights, franchises, licenses and other intellectual property rights listed on
Schedule 5.24), without conflict with the rights of any other Person. To the best
knowledge of the Borrowers, no trademark, service mark, slogan or other advertising device,
product, process, method, substance, part or other material now employed, or now contemplated to be
employed, by any Borrower or any Subsidiary infringes upon any rights held by any other Person. No
claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the
Borrowers, threatened, which, either individually or in the aggregate, could reasonably be expected
to have a Material Adverse Effect. 5.25 Brokers and Financial Advisors. Except as set forth on Schedule 5.25, no brokers or finders were used in connection
with the financing contemplated hereby and each Borrower hereby agrees to indemnify and hold
Administrative Agent and the Lenders harmless from and against any and all liabilities, costs and
expenses (including attorneys fees and court costs) suffered or incurred by Administrative Agent
or any such Lenders as a result of or arising out of any of the transactions contemplated hereby.
The provisions of this Section shall survive the expiration and termination of this Agreement and
the payment of the Obligations. 5.26 Compliance with OFAC Rules and Regulations. None of the Borrowers, any Subsidiary of any Borrower or, to any Borrowers knowledge, any
Affiliate of any Borrower (i) is a Sanctioned Person, (ii) has more than 15% of its assets in
Sanctioned Countries, or (iii) derives more than 15% of its operating income from investments in,
or transactions with Sanctioned Persons or Sanctioned Countries. No part of the proceeds of any
Revolving Credit Loan Borrowing hereunder will be used directly or indirectly to fund any
operations in, finance any investments or activities in or make any payments to, a Sanctioned
Person or a Sanctioned Country. 5.27 Foreign Assets Control Regulations, Etc. Neither any Borrower nor any of its Subsidiaries is an enemy or an ally of the enemy
within the meaning of Section 2 of the Trading with the Enemy Act of the United States of America
(50 U.S.C. App. §§ 1 et seq.), as amended. Neither any Borrower nor any or its Subsidiaries is in
violation of (a) the Trading with the Enemy Act, as amended, (b) any of the foreign assets control
regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or
any enabling legislation or executive order relating thereto or (c) the Patriot Act (as defined in
Section 15.22). None of the Borrowers (i) is a blocked person described in Section 1 of
the Anti-Terrorism Order or (ii) to the best of its knowledge, engages in any dealings or
transactions, or is otherwise associated, with any such blocked person. 42




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5.28 FDA Properties, Minwood, FDA Properties of Texas, LP, Famous Daves Properties of Texas,
Inc., Famous Daves Ribs of Texas, L.P. and FD Ribs of Texas, Inc. None of FDA Properties, Minwood, FDA Properties of Texas, LP, a Texas limited partnership,
Famous Daves Properties of Texas, Inc., a Texas corporation, Famous Daves Ribs of Texas, L.P., a
Texas limited partnership, or FD Ribs of Texas, Inc., a Texas corporation, has engaged in any
business other than the owning (and initial acquisition) of the assets which it owns on the date
hereof. ARTICLE VI.
AFFIRMATIVE COVENANTS So long as any Revolving Credit Loans or other Obligations are outstanding or any Lender has
any obligation to make any Revolving Credit Loan or the Borrowers shall, and shall (except in the
case of the covenants set forth in Sections 6.01, 6.02 and 6.03) cause each
Subsidiary to: 6.01 Financial Statements. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the
Administrative Agent and Required Lenders: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of
each fiscal year of the Borrowers, the consolidated balance sheet of the Borrowers and their
Subsidiaries as of the end of such year, and the related consolidated statement of income and
consolidated statement of cash flow for such year, each setting forth in comparative form the
figures for the previous fiscal year and all such consolidated statements to be in reasonable
detail, prepared in accordance with GAAP consistently applied, and certified, without qualification
and without an expression of uncertainty as to the ability of any of the Borrowers or any of their
Subsidiaries to continue as going concerns, by Grant Thorton LLP or by other independent certified
public accountants reasonably satisfactory to the Required Lenders, together with a written
statement from such accountants to the effect that they have read a copy of this Agreement, and
that, in making the examination necessary to said certification, they have obtained no knowledge of
any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then
existing Default or Event of Default they shall disclose in such statement any such Default or
Event of Default, provided that such accountants shall not be liable to the Lenders for failure to
obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end
of each fiscal quarter of each fiscal year of the Borrowers, (i) copies of the unaudited
consolidated balance sheet of the Borrowers and their Subsidiaries as of the end of such quarter,
and the related consolidated statement of income and consolidated statement of cash flow for such
fiscal quarter and the portion of the Borrowers fiscal year then elapsed, setting forth in each
case in comparative form the figures for the corresponding period or periods of the previous fiscal
year and the comparisons to projections for such period, all in reasonable detail and prepared in
accordance with GAAP consistently applied (subject to year-end adjustments and footnote information
required by GAAP consistently applied), together with a certification by the 43




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principal financial or accounting officer of the Borrowers that the information contained in
such financial statements fairly presents in all material respects the financial position of the
Borrowers and their Subsidiaries on the date thereof (subject to year-end adjustments and footnote
information required by GAAP consistently applied); and (ii) a list (such list to specify whether
any addition is an addition of a Company-Owned Property or a Franchised Property) of any new
Restaurants acquired or opened (or any Restaurants closed or sold) within such fiscal quarter by
Borrowers and any of their Subsidiaries and any new Restaurants scheduled to be acquired or opened
(or any Restaurants scheduled to be closed or sold) within the next year after such fiscal quarter
and, if applicable, amended Exhibits B and/or C reflecting the addition of any new
Company-Owned Properties or Franchised Properties (or the deletion of any Company-Owned Properties
or Franchised Properties), as applicable, which amended Exhibit B and/or Exhibit C
shall be substituted as a replacement Exhibit B and/or Exhibit C to this Agreement,
as applicable; (c) as soon as practicable, but in any event within thirty (30) days after the end of each
fiscal month in each fiscal year of the Borrowers, unaudited consolidated financial statements of
the Borrowers and their Subsidiaries for such fiscal period and the portion of the Borrowers
fiscal year then ending, setting forth in each case in comparative form the figures for the
corresponding period or periods of the previous fiscal year and the comparisons to projections for
such period, prepared in accordance with GAAP consistently applied (subject to year-end adjustments
and footnote information required by GAAP consistently applied) (except that the projections used
for such comparison purposes must only have been prepared in good faith based upon assumptions
believed by Borrowers to have been reasonable at the time), together with a certification by the
principal financial or accounting officer of the Borrowers that the information contained in such
financial statements fairly presents in all material respects the financial condition of the
Borrowers and their Subsidiaries on the date thereof (subject to year-end adjustments and footnote
information required by GAAP consistently applied); (d) simultaneously with the delivery of the financial statements referred to in subsections
(a) and (b) above, a Compliance Certificate certified by the principal financial or accounting
officer of the Borrowers and setting forth in reasonable detail computations evidencing compliance
with the covenants contained in Article XIV and (if applicable) reconciliations to reflect
changes in GAAP since the Balance Sheet Date; (e) contemporaneously with the filing or mailing thereof, copies of all material of a
financial nature furnished to the holders of direct or indirect equity interests in Borrowers or
filed with the Securities and Exchange Commission; (f) within forty-five (45) days after the beginning of each fiscal year of the Borrowers and,
if a Default or Event of Default shall have occurred and be continuing, from time to time upon the
request of the Administrative Agent, projections and budgets of the Borrowers and their
Subsidiaries organized for the next fiscal year on a period-by-period and quarter-by-quarter basis
updating those projections delivered to the Lenders prior to the date hereof and or, if applicable,
updating any later such projections delivered in response to a request pursuant to this Section
6.01(f); and 44




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(g) from time to time such other financial data and information (including accountants,
management letters) as the Administrative Agent or any Lender may reasonably request. 6.02 Certificates; Other Information. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the
Administrative Agent and the Required Lenders: (a) concurrently with the delivery of the financial statements referred to in Section
6.01(a), a certificate of its independent certified public accountants certifying such
financial statements and stating that in making the examination necessary therefor no knowledge was
obtained of any Default or Event of Default or, if any such Default or Event of Default shall
exist, stating the nature and status of such event; (b) concurrently with the delivery of the financial statements referred to in Sections
6.01(a) and (b), a duly completed Compliance Certificate of Famous Daves signed by a
Responsible Officer of Famous Daves (it being hereby acknowledged by each Borrower that execution
of the same by Famous Daves in such manner shall be deemed to constitute execution of the same by
each Borrower); (c) promptly after any request by the Administrative Agent or any Lender, copies of any
detailed audit reports, management letters or recommendations submitted to the board of directors
(or the audit committee of the board of directors) of any Borrower by independent accountants in
connection with the accounts or books of any Borrower or any Subsidiary, or any audit of any of
them; (d) promptly after the same are available, copies of each annual report, proxy or financial
statement or other report or communication sent to the members or other direct or indirect
equityholders of the Borrower, and copies of all annual, regular, periodic and special reports and
registration statements which any Borrower may file or be required to file with the SEC under
Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be
delivered to the Administrative Agent pursuant hereto; (e) promptly after any Borrower has notified the Administrative Agent of any intention by any
Borrower to treat the Revolving Credit Loans and related transactions as being a reportable
transaction (within the meaning of Treasury Regulation Section 1.6011-4), a duly completed copy of
IRS Form 8886 or any successor form; and (f) promptly, such additional information regarding the business, financial or corporate
affairs of any Borrower or any Subsidiary, or compliance with the terms of the Loan Documents, as
the Administrative Agent or any Lender may from time to time reasonably request. In addition, Borrowers shall furnish or cause to be furnished to Administrative Agent and
Lenders such budgets, forecasts, projections and other information respecting the Collateral and
the business of Borrowers, as Administrative Agent or Lenders may, from time to time, reasonably
request. Administrative Agent and each Lender is hereby authorized to deliver, from 45




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time to time, a copy of any financial statement or any other information relating to the
business of Borrowers to any Person. Borrowers hereby irrevocably authorizes and directs all
accountants or auditors to deliver to Administrative Agent and Lenders, at Borrowers expense,
copies of the financial statements of Borrowers and any reports or management letters prepared by
such accountants or auditors on behalf of the Borrowers and to disclose to Administrative Agent and
Lenders such information as they may have regarding the business of Borrowers. Any documents,
schedules, invoices or other papers delivered to Administrative Agent or any Lender may (but shall
not be required to) be destroyed or otherwise disposed of by Administrative Agent or Lenders at any
time after the same are delivered to Administrative Agent or Lenders, except as otherwise
designated by Borrowers to Administrative Agent in writing. Except for Compliance Certificates required under Section 6.02, the Administrative
Agent shall have no obligation to request the delivery or to maintain copies of the documents
referred to above, and in any event shall have no responsibility to monitor compliance by the
Borrowers with any such request for delivery, and each Lender shall be solely responsible for
requesting delivery to it or maintaining its copies of such documents. 6.03 Notices. Promptly notify the Administrative Agent and each Lender: (a) of the occurrence of any Default or Event of Default; (b) of any matter that has resulted or could reasonably be expected to result in a Material
Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual
Obligation of any Borrower or any Subsidiary; (ii) any dispute, litigation, investigation,
proceeding or suspension between any Borrower or any Subsidiary and any Governmental Authority;
(iii) the commencement of, or any material development in, any litigation or proceeding affecting
any Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws; or (iv)
any material loss, damage, or Litigation relating to the Business, the Collateral or any other
property which is security for the Obligations; (c) of the occurrence of any ERISA Event; and (d) of any material change in accounting policies or financial reporting practices by any
Borrower or any Subsidiary. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible
Officer of each Borrower setting forth details of the occurrence referred to therein and stating
what action the Borrowers have taken and propose to take with respect thereto. Each notice
pursuant to Section 6.03(a) shall describe with particularity any and all provisions of
this Agreement and any other Loan Document that have been breached. 6.04
Payment of Obligations. Pay and discharge as the same shall become due and payable, all its obligations and
liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon
it or its properties or assets, unless the same are being contested in good faith by appropriate 46




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proceedings diligently conducted and adequate reserves in accordance with GAAP consistently
applied are being maintained by any Borrower or any Subsidiary; (b) all lawful claims which, if
unpaid, would by law become a Lien upon any Borrowers or any Subsidiarys property; and (c) all
Indebtedness, as and when due and payable, but subject to any subordination provisions contained in
any instrument or agreement evidencing such Indebtedness. 6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws
of the jurisdiction of its organization except as otherwise permitted by Section 7.04 or
7.05; (b) preserve, renew and maintain in full force and effect its good standing status
under the Laws of the jurisdiction of its organization except as otherwise permitted by Section
7.04 or 7.05; (c) take all reasonable action to maintain all rights, privileges,
permits, licenses and franchises necessary or deemed desirable in the normal conduct of its
business, except to the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect; and (d) preserve or renew all of its registered IP Rights, the
non-preservation of which could reasonably be expected to have a Material Adverse Effect. 6.06 Maintenance of Properties. (a) Maintain, preserve and protect the Company-Owned Properties, the Collateral and all of
its other material properties and equipment necessary in the operation of its business in good
working order and condition, ordinary wear and tear excepted; (b) make all necessary repairs
thereto and renewals and replacements thereof except where the failure to do so could not
reasonably be expected to have a Material Adverse Effect; and (c) use the standard of care typical
in the industry in the operation and maintenance of its facilities. 6.07 Maintenance of Insurance. At Borrowers sole cost and expense, (a) maintain with Approved Providers insurance policies
satisfying the Insurance Requirements set forth on Schedule 6.07, (b) timely pay all
premiums, fees and charges required in connection with all of its insurance policies and otherwise
continue to maintain such policies in full force and effect; (c) promptly deliver the insurance
policies, certificates (and renewals) thereof or other evidence of compliance herewith to
Administrative Agent; and (d) promptly notify Administrative Agent of any loss covered by or claim
under or notice made in connection with any such insurance policies. 6.08 Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs,
injunctions and decrees applicable to it or to its business or property, except in such instances
in which such requirement of Law or order, writ, injunction or decree is being contested in good
faith by appropriate proceedings diligently conducted. 6.09 Books and Records. (a) Maintain proper books of record and account, in which full, true and correct entries in
conformity with GAAP consistently applied shall be made of all financial transactions and 47




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matters involving the assets and business of such Borrower or such Subsidiary, as the case may
be; and (b) maintain such books of record and account in material conformity with all applicable
requirements of any Governmental Authority having regulatory jurisdiction over such Borrower or
such Subsidiary, as the case may be. 6.10 Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender
to visit and inspect any of its properties, to examine its corporate, financial and operating
records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and
accounts with its directors, officers, and independent public accountants, all at the expense of
the Borrowers and at such reasonable times during normal business hours and as often as may be
reasonably desired, upon reasonable advance notice to the Borrowers; provided,
however, that when an Event of Default exists the Administrative Agent or any Lender (or
any of their respective representatives or independent contractors) may do any of the foregoing at
the expense of the Borrowers at any time during normal business hours and without advance notice. 6.11 Conduct of Business. Continue to engage only in the Business engaged in by the Borrower on the Closing Date, and in
businesses and activities reasonably related thereto. 6.12 Capitalization; Solvency. (a) Continue to be solvent after giving effect to the Obligations, the security interests of
Administrative Agent, on behalf of the Lenders, and the other transactions contemplated hereunder. (b) Continue to pay its debts as they mature and continue to have sufficient capital (and not
unreasonably small capital) to carry on its business and all businesses in which it is about to
engage. 6.13 Casualty and Condemnation. Comply with the following requirements: (a) The Loss Proceeds in respect of any Loss of any of the Collateral shall, subject to the
rights, if any, of other parties with a prior interest in the property covered thereby, (i) so long
as no Event of Default has occurred and is continuing and to the extent that the amount of such
Loss Proceeds is less than $250,000, be disbursed to the applicable Borrower for reinvestment in
such Borrowers Business and (ii) in all other circumstances, be held by the Administrative Agent
as cash collateral for the Obligations. The Administrative Agent may, so long as no Event of
Default has occurred and is continuing and the Borrowers are not required to apply such Loss
Proceeds to prepay the Obligations pursuant to Section 6.13(b) below or have not elected to
reinvest such Loss Proceeds pursuant to Section 6.13(b) below, disburse from time to time
all or any part of such proceeds so held as cash collateral, upon such terms and conditions as the
Administrative Agent may reasonably prescribe, for direct application by such Borrower solely to
the repair or replacement of such Borrowers property so damaged, destroyed or taken or other 48




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reinvestment in the Borrowers Business; provided that, so long as no Event of Default has
occurred and is continuing, the Borrowers shall at all times and in any event have the rights set
forth in the last sentence of Section 6.13(d) below. In the event that such proceeds have
not been reinvested in the Borrowers business within two hundred seventy (270) days after the
earlier to occur of receipt thereof by the Borrowers or receipt thereof by the Administrative
Agent, the Administrative Agent shall apply all or any part of such proceeds to the Obligations as
provided in Sections 6.13(c) and (d); provided that, if (A) within such 270-day
period after the earlier to occur of receipt of such proceeds by the Borrowers or receipt of such
proceeds by the Administrative Agent, the Borrowers enter into an agreement (which may be a
purchase order) pursuant to which such reinvestment shall be made, a copy of which shall be
provided to the Administrative Agent, and (B) within four hundred five (405) days following receipt
of such proceeds by the Borrowers or the Administrative Agent, the Borrowers shall have completed,
or shall have made significant progress toward completion of, such reinvestment with such Loss
Proceeds, then the Borrowers shall not be required to prepay the Revolving Credit Loans pursuant to
Sections 6.13(b) and (c) but shall in any event comply with Section
6.13(d). (b) Concurrently with the receipt by any of the Borrowers or any of their Subsidiaries of Loss
Proceeds relating to any Loss with respect to any Collateral or Company-Owned Property, less
reasonable expenses relating to such Loss, which have not been reinvested in the Borrowers
Business within two hundred and seventy (270) days of receipt of such proceeds subject to
Section 6.13(a) above, provided that, if (A) within such 270-day period after the earlier
to occur of receipt of such Loss Proceeds by the Borrowers or receipt of such Loss Proceeds by the
Administrative Agent, the Borrowers enter into an agreement (which may be a purchase order)
pursuant to which such reinvestment shall be made, a copy of which shall be provided to the
Administrative Agent, and (B) within four hundred five (405) days following receipt of such
proceeds by the Borrowers or the Administrative Agent, the Borrowers shall have completed, or shall
have made significant progress toward completion of, such reinvestment of such Loss Proceeds, then
the Borrowers shall not be required to prepay the Revolving Credit Loans in accordance with
Sections 6.13(b) and (c) but shall in any event comply with Section 6.13(d)
(provided, however, if a Default or Event of Default has occurred and is continuing, such proceeds
shall be immediately paid to the Administrative Agent); then the Borrowers shall pay to the
Administrative Agent for the respective accounts of the Lenders an amount equal to one hundred
percent (100%) of such Loss Proceeds, to be applied in the manner set forth in Sections
6.13(b) and (c) or, if applicable, Section 6.13(d). (c) All mandatory prepayments pursuant to Section 6.13(b) above shall be applied
first, as a principal reduction of any Revolving Credit Loans in such order and such manner as
Administrative Agent shall determined in its Sole Discretion, and second, to any other Obligations
in such order and such manner as Administrative Agent shall determine in its Sole Discretion. Any
prepayment of principal of any Revolving Credit Loans shall include all interest accrued thereon to
the date of such prepayment. (d) The Borrowers shall deliver to the Administrative Agent, promptly upon receipt thereof,
all Loss Proceeds that may have to be applied to prepay any Revolving Credit Loans or other
Obligations pursuant to Section 6.13(c) above if not reinvested as permitted in Section
6.13(a), to be held as Collateral pending reinvestment in accordance with such Section
6.13(a). Upon the Borrowers request, any cash amounts delivered to the Administrative Agent
to be held 49




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as Collateral under this Section 6.13(d) may be applied to repay the Revolving Credit
Loans or other Obligations in the order provided above. 6.14 Banks and Payments. (a) Cause all Collateral Revenues and Proceeds to be deposited in the account(s) with the
bank(s) listed on Schedule 6.14 and Borrowers shall pay, and hereby authorize
Administrative Agent to cause to be paid, all Obligations as and when due from all amounts in any
bank required to be listed on Schedule 6.14. Borrowers shall enter into such control
agreements or other similar agreements between each such bank, Borrowers and Administrative Agent,
as Administrative Agent shall deem necessary in its Sole Discretion, in form and substance
reasonably acceptable to the Administrative Agent, providing for such banks agreement to disburse
any such amounts in accordance with the instruction of Administrative Agent without the further
consent of, or notice to, Borrowers. Borrowers hereby appoint Administrative Agent as their
attorney-in-fact for the purpose of executing such agreement(s) on behalf of the Borrowers as set
forth in Section 6.14 hereof. (b) Direct (and each Borrower does hereby direct) any and all transferors, distributors or
payors (including insurance companies with whom any Borrower maintains insurance), upon receipt of
notice from Administrative Agent, on behalf of the Lenders, to make payment of all Collateral
Revenues and Proceeds directly to Administrative Agent, on behalf of the Lenders, and authorizes
Administrative Agent, on behalf of the Lenders, in its Sole Discretion, to hold the same in its
possession as Collateral, to apply the same to repayment of the Obligations, to deposit the same
into any of the accounts with the banks listed on Schedule 6.14, or, to apply the same
toward replacement of the Collateral. Administrative Agent shall deliver such a notice only upon
or after the occurrence of an Event of Default (whether or not the same shall be continuing). All
Collateral Revenues and Proceeds whether received by Administrative Agent, on behalf of the
Lenders, or by any Borrower, or by any other Person will be included in the Collateral subject to
the security interest granted to Administrative Agent, on behalf of the Lenders, hereunder. Each
Borrower shall (i) identify, earmark, segregate and keep separate all Collateral Revenues and
Proceeds received by it, (ii) upon Administrative Agents request, on behalf of the Lenders,
promptly account to Administrative Agent, on behalf of the Lenders, for all Collateral Revenues and
Proceeds, (iii) hold all Collateral Revenues and Proceeds received by any Borrower in trust for the
benefit of Administrative Agent, on behalf of the Lenders, and shall promptly (and in any event not
later than the fifth day after receipt) deliver (or cause to be delivered) the same to
Administrative Agent, on behalf of the Lenders, and into its possession in the form received by
such Borrower and at a time and in a manner satisfactory to Administrative Agent, on behalf of the
Lenders. 6.15 Equipment. (a) Keep the Equipment in good condition and repair (ordinary wear and tear excepted); (b) Use the Equipment with all reasonable care and caution and in accordance with applicable
standards of any insurance and in conformity with all Contractual Obligations, Requirements of Law
and Consents and Other Action; 50




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(c) Use the Equipment only in the Business and not for personal, family, household or farming
use; and (d) Assume (and Borrowers do hereby assume) all responsibility and liability arising from the
Borrowers use of the Equipment. 6.16 Escrows. Upon or after the occurrence of an Event of Default hereunder or under the other Loan
Documents (whether or not the same shall be continuing), Borrowers shall upon written notice from
Administrative Agent, on behalf of the Lenders, escrow with Administrative Agent from time to time,
amounts sufficient, in Administrative Agents Sole Discretion, to pay as the same come due, all
taxes, insurance, rentals, and any capital expenditures required to be expended in connection with
the Company-Owned Properties by any Borrower during the term of any Revolving Credit Loan. 6.17 Taxes. Continue (and cause each Tax Party to continue) to file in a timely manner all Federal, state
and other material tax returns and reports required to be filed, and to continue (and cause each
Tax Party to continue) to pay, all Federal, state and other material taxes, assessments, fees and
other governmental charges levied or imposed upon them or their properties, income or assets
otherwise due and payable. All information in such tax returns, reports and declarations will be
complete and accurate in all material respects. 6.18 FDA Properties, Minwood, FDA Properties of Texas, LP, Famous Daves Properties of Texas,
Inc., Famous Daves Ribs of Texas, L.P. and FD Ribs of Texas, Inc. Not allow any of FDA Properties, Minwood, FDA Properties of Texas, LP, a Texas limited
partnership, Famous Daves Properties of Texas, Inc., a Texas corporation, Famous Daves Ribs of
Texas, L.P., a Texas limited partnership, or FD Ribs of Texas, Inc., a Texas corporation,, to
engage in any business other than the owning of the assets which it owns on the date hereof or to
acquire any new property or assets. In addition, cause FDA Properties of Texas, LP and FDA
Properties of Texas, Inc. to dissolve its legal existence within ninety (90) days after the
property in Mesquite, Texas, currently owned by FDA Properties of Texas, LP, is sold. 6.19 Further Assurances. Deliver or cause to be delivered to Administrative Agent from time to time such other
documentation, consents, authorizations, approvals and orders in form and substance reasonably
satisfactory to Administrative Agent as Administrative Agent shall reasonably deem necessary or
desirable to perfect, maintain or protect the Liens on the Collateral 51




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ARTICLE VII.
NEGATIVE COVENANTS So long as any Revolving Credit Loans or other Obligations are outstanding or any Lender has
any obligation to make any Revolving Credit Loan, no Borrower shall, nor shall any Borrower permit
any Subsidiary to, directly or indirectly: 7.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or
revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the date hereof and listed on Schedule 7.01, provided
that the property covered thereby is not increased; (c) Liens for taxes not yet due or which are being contested in good faith and by appropriate
proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the
books of the applicable Person in accordance with GAAP consistently applied; (d) carriers, warehousemens, mechanics, materialmens, repairmens, landlords or other
like Liens arising in the ordinary course of business which are for sums not overdue for a period
of more than 30 days or which are being contested in good faith and by appropriate proceedings
diligently conducted, if adequate reserves with respect thereto are maintained on the books of the
applicable Person; (e) pledges or deposits in the ordinary course of business in connection with workers
compensation, unemployment insurance and other social security legislation, other than any Lien
imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than
Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or
litigation), performance bonds and other obligations of a like nature incurred in the ordinary
course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real
property which, in the aggregate, are not substantial in amount, and which do not in any case
materially detract from the value of the property subject thereto or materially interfere with the
ordinary conduct of the business of the applicable Person; (h) purchase money Liens upon or in equipment acquired by any Borrower to secure the purchase
price of such equipment or to secure debt incurred solely for the purpose of financing the
acquisition of any such equipment, or Liens existing on any such equipment at the time of
acquisition (other than any such Liens created in contemplation of such acquisition that do not
secure the purchase price); provided that the Indebtedness secured thereby does not exceed the cost
or fair market value, whichever is lower, of the property being acquired on the date of
acquisition; and 52




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(i) Liens in connection with Capitalized Leases permitted pursuant to Section 7.03. 7.02 Investments. Make any Investments, except: (a) Investments held by such Borrower or such Subsidiary in the form of cash and Cash
Equivalents; (b) Investments of any Borrower in any wholly-owned Subsidiary as of the date hereof; (c) Investments of a Borrower consisting of the formation of a wholly-owned Subsidiary (each,
a Proposed Subsidiary), provided, however, that no Borrower shall make such an Investment
without the prior written consent of Administrative Agent, such consent not to be unreasonably
withheld in the event that Borrowers satisfy the following conditions: (i) Administrative Agent
receives at least sixty (60) days prior written notice of the proposed formation; (ii) no Event of
Default shall have occurred and be continuing at the time of such notice or at the time of the
proposed formation of such Proposed Subsidiary; (iii) the Proposed Subsidiary, at the time of
formation and at the time such Proposed Subsidiary is added as a Borrower hereunder (as provided
below), satisfies Administrative Agents then applicable credit review and underwriting standards,
as determined by Administrative Agent in its Sole Discretion after review of such financial
statements, reports and other documentation, if any, as Administrative Agent may require in order
to make such determination, all of which shall, at Administrative Agents request, be delivered by
Borrowers at their sole cost and expense; (iv) the Proposed Subsidiary, at the time of formation
and at the time such Proposed Subsidiary is added as a Borrower hereunder (as provided below),
satisfies Administrative Agents underwriting standards regarding its organizational structure, as
determined by Administrative Agent in its Sole Discretion; (v) Borrowers and such Proposed
Subsidiary execute and deliver to Administrative Agent and Lenders such documents and instruments
as Administrative Agent shall reasonably require, in form and content reasonably satisfactory to
Administrative Agent, to cause such Proposed Subsidiary to be added as an additional Borrower under
this Agreement, the Notes and the other Loan Documents, jointly and severally liable with all other
Borrowers for all obligations and liabilities of Borrowers hereunder and thereunder, including,
without limitation, a joinder agreement and legal opinions; (vi) Borrowers pay to Administrative
Agent an amendment fee determined by the Administrative Agent and all reasonable costs and expenses
incurred by Administrative Agent in connection with such transaction, including, without
limitation, Attorney Costs; and (vii) satisfaction of such other terms and conditions as
Administrative Agent shall reasonably require; and (d) Investments consisting of extensions of credit in the nature of accounts receivable or
notes receivable arising from the grant of trade credit in the ordinary course of business, and
Investments received in satisfaction or partial satisfaction thereof from financially troubled
account debtors to the extent reasonably necessary in order to prevent or limit loss; 53




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provided, however, that the foregoing Investments shall not be permitted if and to
the extent that they are otherwise prohibited pursuant to any other provision of this Agreement or
any other Loan Document. 7.03 Indebtedness. Create, incur, assume, increase, become liable on or suffer to exist any Indebtedness other
than Indebtedness listed on Schedule 7.03; provided, however, that notwithstanding the
foregoing, nothing contained in this Section 7.03 shall permit any Borrower or any
Subsidiary to create, incur, assume, increase, become liable on or suffer to exist any Indebtedness
(whether or not listed on Schedule 7.03) to the extent that such Borrowers or such
Subsidiarys ability to do so is otherwise prohibited by any other provision of this Agreement or
any other Loan Document. 7.04 Fundamental Changes; Subsidiaries. (a) Change its name, federal taxpayer identification number or state of formation, nor assume
a different name, nor conduct its business or affairs under any other name without providing
Administrative Agent with 60 days prior written notice thereof. (b) Merge, dissolve, liquidate, consolidate with or into another Person, change its structure
(whether by equity sale, issuance, purchase or otherwise), change its use of any item of Collateral
during the term hereof, or Dispose of (whether in one transaction or in a series of transactions)
all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of
any Person, except that (i) any Subsidiary of any Borrower may merge into or consolidate with any
other Subsidiary of any Borrower provided that, in the case of any such merger or consolidation,
the Person formed by such merger or consolidation shall be a wholly-owned Subsidiary of a Borrower,
and (ii) any of a Borrowers Subsidiaries may merge into a Borrower. Borrowers shall provide prior
written notice to Administrative Agent of any merger or consolidation permitted under this
Section 7.04(b), together with an amended Exhibit J to this Agreement including any
changes necessary to accurately reflect such merger or consolidation, which amended Exhibit
J shall, upon approval by Administrative Agent and consummation of the applicable merger or
consolidation, be substituted as a replacement Exhibit J to this Agreement. (c) Have any Subsidiaries other than those specifically disclosed in Part (b) of Schedule
5.13 or have any equity investments in any other Person other than those specifically disclosed
in part(c) of Schedule 5.13, except, in each case, as expressly permitted otherwise under
Section 7.02(b). 7.05 Dispositions. Make any Disposition of any Collateral, any Company-Owned Property, or any other property or
assets of any Borrower or any Subsidiary or enter into any agreement to make any Disposition of any
of the same, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in
the ordinary course of business; 54




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(b) Dispositions of inventory in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is
exchanged for credit against the purchase price of similar replacement property or (ii) the
proceeds of such Disposition are reasonably promptly applied to the purchase price of such
replacement property; (d) Disposition of assets from one Borrower to another Borrower (e) the Disposition of the real property located in Mesquite, Texas currently owned by FDA
Properties of Texas, LP; provided, however, that any Disposition pursuant to clauses (a) through (d) shall
be for fair market value. 7.06 Restricted Payments. Except for (i) Restricted Payments from any Borrower to another Borrower (only to the extent
that the same may lawfully be made by such Borrower in accordance with applicable Laws) and (ii)
the Stock Repurchase, directly or indirectly, declare, or pay or make any Restricted Payment, or
set aside or otherwise deposit or invest any sums for such purpose, or agree to do any of the
foregoing. 7.07 Change in Nature of Business. Engage in any material line of business substantially different from those lines of business
conducted by the Borrowers and their Subsidiaries on the date hereof or any business substantially
related or incidental thereto. 7.08 Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of any Borrower, except in the
ordinary course of business, pursuant to written agreements and on fair and reasonable terms
substantially as favorable to such Borrower or such Subsidiary as would be obtainable by such
Borrower or such Subsidiary at the time in a comparable arms length transaction with a Person
other than an Affiliate. 7.09 Burdensome Agreements. Enter into any Contractual Obligation (other than this Agreement or any other Loan Document)
that limits the ability (a) of any Subsidiary to make Restricted Payments to any Borrower or to
otherwise transfer property to any Borrower, (b) of any Subsidiary to Guarantee the Indebtedness of
any Borrower or (c) of any Borrower or any Subsidiary to create, incur, assume or suffer to exist
Liens on property of such Person. 55




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7.10 Use of Proceeds. (a) Except in the case of the Stock Repurchase, use the proceeds of any Revolving Credit Loan
Borrowing, whether directly or indirectly, and whether immediately, incidentally or ultimately, to
purchase or carry any securities, including Margin Stock or to extend credit to others for the
purpose of purchasing or carrying Margin Stock or to refund indebtedness originally incurred for
such purpose. (b) Use the proceeds of any Revolving Credit Loan Borrowing, directly or indirectly, for the
purposes of reducing or retiring any indebtedness which was originally incurred to purchase or
carry any Margin Stock or other security or for any other purpose which might cause any Revolving
Credit Loan Borrowing to be considered a purpose credit within the meaning of Regulations U, T or
X of the Board of Governors of the Federal Reserve System, as amended. (c) Use the proceeds of any Revolving Credit Loan Borrowing for any purpose other than for the
lawful, proper business or commercial purposes related to the Business or for the Stock Repurchase. (d) Engage, principally or as one of their important activities, in the business of purchasing
or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin
Stock. ARTICLE VIII.
SECURITY FOR OBLIGATIONS 8.01 Grant of Security in the Collateral. To secure the payment and performance in full of all of the Obligations, each Borrower hereby
Grants to Administrative Agent for the benefit of Lenders a continuing security interest and Lien
on and with respect to any and all right, title and interest of each such Borrower in and to the
Collateral (including the Principal Agreements but only as provided in the next sentence below),
whether now owned and existing or hereafter acquired or arising; all additions and accessions
thereto, substitutions therefor and replacements and improvements of or to any or all of the
foregoing; and all products and Proceeds of the foregoing. In the event and to the extent that any
Borrower now or hereafter may Grant a security interest in or other Lien on its rights under any
Principal Agreement without Conflicting with such Principal Agreement, either because the terms of
such Principal Agreement do not restrict such Grant, or each of the other parties thereto has
consented to such Grant or applicable Law permits such Grant, or for any other reason, then such
Borrower hereby Grants to Administrative Agent for the benefit of Lenders such Lien in such
Principal Agreements, whether now owned or hereafter acquired, and all Proceeds thereof. Each
Borrower hereby authorizes Administrative Agent, on behalf of the Lenders, to file the Financing
Statements in the Filing Offices or in such other locations as Administrative Agent, on behalf of
the Lenders, may now or hereafter deem appropriate in its Sole Discretion. 56




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ARTICLE IX.
SPECIAL PROVISIONS CONCERNING RIGHTS AND DUTIES WHILE IN
POSSESSION OF COLLATERAL 9.01 Borrowers Possession. Upon and during the continuation of an Event of Default, to the extent the same shall, from
time to time, be in any Borrowers possession, such Borrower will hold the Collateral and all
writings evidencing or relating to the Collateral in trust for Administrative Agent, on behalf of
the Lenders, and, upon request or as otherwise provided herein, promptly deliver the same to
Administrative Agent, in the form received and at a time and in a manner satisfactory to
Administrative Agent. With respect to the Collateral in any Borrowers possession Borrowers shall
at Administrative Agents request take such action as Administrative Agent in its Sole Discretion
deems necessary or desirable to create, perfect and protect the security interest of Administrative
Agent, on behalf of the Lenders, in any of the Collateral and to preserve or enhance the value
thereof. 9.02 Administrative Agents Possession. With respect to all of the Collateral (and all other security for the Revolving Credit Loans)
delivered or transferred to, or otherwise in the custody or control of (including any items in
transit to or set apart for) Administrative Agent or any of its agents, associates or
correspondents, in accordance with this Agreement, the Borrowers agree that (a) such Collateral
(and other security) will be and be deemed to be in the sole possession of the Administrative
Agent, for the benefit of Lenders; (b) Borrowers have no right to withdraw or substitute any such
Collateral (or other security); (c) Borrowers shall not take or permit any action, or exercise any
voting and other rights, powers and privileges in respect of the Collateral (or other security)
inconsistent with Administrative Agents and Lenders interest therein and sole possession thereof;
and (d) Administrative Agent, for the benefit of Lenders, may in it its Sole Discretion and without
notice, without obligation or liability except to account for property actually received by it, and
without affecting or discharging the Obligations, (1) further transfer and segregate the Collateral
(or other security) in its possession; (2) receive Collateral Revenues or Proceeds and hold the
same as a part of the Collateral (or other security) and/or apply the same as hereinafter provided;
and (3) exchange any of the Collateral (or other security) for other property upon reorganization,
recapitalization or other readjustment. Upon the occurrence and during the continuance of an Event
of Default, Administrative Agent, for the benefit of Lenders, is authorized (i) to exercise or
cause its nominee to exercise all or any rights, powers and privileges (including to vote) on or
with respect to the Collateral (or other security) with the same force and effect as an absolute
owner thereof; (ii) whether any of the Obligations be due, in its (or Lenders) name(s) or in
Borrowers names or otherwise, to demand, sue for, collect or receive any money or property at any
time payable or receivable on account of or in exchange for, or make any compromise or settlement
Administrative Agent, on behalf of the Lenders, deems desirable with respect to, any of the
Collateral (or other security); and (iii) to extend the time of payment, arrange for payment in
installments, or otherwise modify the terms of, or release, any of the Collateral (or other
security). Notwithstanding the rights accorded Administrative Agent or the Lenders with respect to
the Collateral (or other security) and except to the extent provided below or required by the UCC
or other applicable Law (which 57




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requirement cannot be modified, waived or excused), Administrative Agents (and any Lenders)
sole duty with respect to any Collateral (or other security) in its possession (with respect to
custody, preservation, safekeeping or otherwise and whether under Section 9-207 of the UCC or
otherwise) will be to deal with it in the same manner that such party deals with similar property
owned and possessed by it. Without limiting the foregoing, Administrative Agent (and Lenders), and
any of its (and their) officers, directors, members, partners, trustees, owners, debt holders,
employees, representatives, agents and designees, except as otherwise required by applicable Law
(I) will have no duty with respect to the Collateral (or other security) or the rights granted
hereunder; (II) will not be required to sell, invest, substitute, replace or otherwise dispose of
the Collateral (or other security); (III) will not be required to take any steps necessary to
preserve any rights against prior parties to any of the Collateral (or other security); (IV) will
not be liable for (or deemed to have made an election of or exercised any right or remedy on
account of) any delay or failure to demand, collect or realize upon any of the Collateral (or other
security); and (V) will have no obligation or liability in connection with the Collateral (or other
security) or arising under this Agreement. Borrowers agree that such standard of care is
reasonable and appropriate under the circumstances. ARTICLE X.
EVENTS OF DEFAULT AND REMEDIES 10.01 Events of Default. Any of the following shall constitute an Event of Default: (a) Non-Payment. Any Borrower fails to pay (i) when and as required to be paid
herein, any amount of principal or interest of any Revolving Credit Loan, or (ii) within three
Business Days after the same becomes due, any fee or other amount due hereunder or under any other
Loan Document; or (b) Disclaimer. Any Borrower disclaims liability under, or enforceability of, any
Loan Document; or (c) Specific Covenants. Any Borrower fails to perform or observe any term, covenant
or agreement contained in any of Section 6.01, 6.02, 6.03, 6.05(a),
6.05(c), 6.10, 6.14, or Article VII, or Section 14.02 or
14.03; or (d) Other Defaults. Any Borrower fails to perform or observe any other covenant or
agreement (not specified in subsection (a), (b) or (c) above) contained in any Loan Document on its
part to be performed or observed and such failure continues for 30 days; or (e) Representations and Warranties. Any representation, warranty, certification or
statement of fact made or deemed made by or on behalf of any Borrower herein, in any other Loan
Document, or in any document delivered in connection herewith or therewith shall be incorrect or
misleading when made or deemed made; or (f) Insolvency Proceedings, Etc. Any Borrower or any Subsidiary of any Borrower
institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes
an assignment for the benefit of creditors; or applies for or consents to the appointment of any 58




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receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it
or for all or any material part of its property; or any receiver, trustee, custodian, conservator,
liquidator, rehabilitator or similar officer is appointed without the application or consent of
such Person and the appointment continues undischarged or unstayed for 90 calendar days; or any
proceeding under any Debtor Relief Law relating to any such Person or to all or any material part
of its property is instituted without the consent of such Person and continues undismissed or
unstayed for 90 calendar days, or an order for relief is entered in any such proceeding; or (g) Inability to Pay Debts; Attachment. (i) Any Borrower or any Subsidiary of any
Borrower becomes unable or admits in writing its inability or fails generally to pay its debts as
they become due, or (ii) any writ or warrant of attachment or execution or similar process is
issued or levied against all or any material part of the property of any such Person and is not
released, vacated or fully bonded within 30 days after its issue or levy; or (h) Judgments. There is entered against any Borrower or any Subsidiary (i) a final
judgment or order for the payment of money in an aggregate amount exceeding $750,000.00 (to the
extent not covered by independent third-party insurance as to which the insurer does not dispute
coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case,
(A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there
is a period of ten (10) consecutive days during which a stay of enforcement of such judgment, by
reason of a pending appeal or otherwise, is not in effect; or (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer
Plan which has resulted or could reasonably be expected to result in liability of any Borrower
under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount
in excess of $250,000.00, or (ii) any Borrower or any ERISA Affiliate fails to pay when due, after
the expiration of any applicable grace period, any installment payment with respect to its
withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount
in excess of $250,000.00; or (j) Invalidity of Loan Documents. Any Loan Document, at any time after its execution
and delivery and for any reason other than as expressly permitted hereunder or satisfaction in full
of all the Obligations, ceases to be in full force and effect; or any Borrower or any other Person
contests in any manner the validity or enforceability of any Loan Document; or any Borrower denies
that it has any or further liability or obligation under any Loan Document, or purports to revoke,
terminate or rescind any Loan Document; (k) Change of Control. There occurs any Change of Control; (l) Dissolution, Etc. of Borrowers. Any Borrower or any partnership or limited
liability company in which any Borrower or any Subsidiary is a partner or member (each hereinafter
called an other liable party) shall dissolve, merge or consolidate, suspend the
transaction of business, attempt to terminate, revoke or disclaim any obligation to Administrative
Agent or any Lender (except strictly in accordance with its terms), or incur any material adverse
change in its financial condition or prospects; or if any Borrower or any other liable party shall
be expelled from or suspended by any stock or securities exchange or other exchange; or if any 59




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Borrower or any other liable party shall take any action to effect, or which indicates its
acquiescence in, any of the foregoing, except as expressly permitted in or required by this
Agreement; or (m) The Capital Stock of Famous Daves shall cease to be traded on a nationally recognized
stock or securities exchange. 10.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, subject to
Section 12.12, at the request of, or may, with the consent of, the Required Lenders, take
any or all of the following actions: (a) declare the commitment of each Lender to make Revolving Credit Loans to be terminated,
whereupon such commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Revolving Credit Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any
other Loan Document to be immediately due and payable, without presentment, demand, protest or
other notice of any kind, all of which are hereby expressly waived by each Borrower; (c) exercise on behalf of itself and the Lenders all rights and remedies available to it and
the Lenders under the Loan Documents or applicable law, which shall include, without limitation,
the rights, powers and remedies (i) granted to secured parties under the UCC or other applicable
Uniform Commercial Code; (ii) granted to Administrative Agent or Lenders under any other applicable
Law; and (iii) granted to Administrative Agent or Lenders under this Agreement, the Notes or any
other Loan Document or any other agreement between Borrowers and Administrative Agent or Lenders; (d) without Borrowers assent, without advertisements or notices of any kind (except for the
notice specified in Section 10.04 below regarding notice required in connection with a
public or private sale), or demand of performance or other demand, or obligation or liability
(except to account for amounts actually received) to or upon Borrowers or any other person (all
such advertisements, notices and demands, obligation and liabilities, if any, hereby being
expressly waived and discharged to the extent permitted by law), forthwith, directly or through its
agents or representatives, (i) disclose such default and other matters (including the names of
Borrowers) in connection therewith to any Person in Administrative Agents and Lenders reasonable
discretion; (ii) to the extent permitted by applicable Law enter any Company-Owned Property, with
or without the assistance of other persons or legal process; (iii) require Borrowers to account for
(including accounting for any products and proceeds of any Collateral), segregate, assemble, make
available and deliver to Administrative Agent, its agents or representatives, for the benefit of
Lenders, the Collateral, at any place and time designated by Administrative Agent or Lenders; (iv)
take possession of, operate, render unusable, remove from any location, collect, transfer and
receive, recover, appropriate, foreclose, extend payment of, adjust, compromise, settle, release
any claims included in, and do all other acts or things necessary or, that Administrative Agent or
Lenders in their Sole Discretion deem appropriate, to protect, maintain, preserve and realize upon,
the Collateral and any products and proceeds thereof, in whole or in 60




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part; (v) exercise all rights, powers and interests with respect to any and all Collateral,
and sell, assign, lease, license, pledge, transfer, negotiate (including endorse checks, drafts,
orders, or instruments), deliver or otherwise dispose (by contract, option(s) or otherwise) of the
Collateral or any part thereof; and (vi) without regard to the sufficiency of the security for
repayment of the Obligations and without notice to Borrowers, or any showing of insolvency, fraud
or mismanagement on the part of Borrowers and without the necessity of filing any judicial or other
proceeding other than the proceeding for appointment of a receiver, and without regard to the then
value of the Collateral, Administrative Agent and Lenders shall be entitled to the ex parte
appointment of a receiver or receivers for the protection, control and management of the
Collateral. Any such disposition may be in one or more public or private sales, at or upon an
exchange, board or system or in the State where any Collateral or any Company-Owned Property is
located or elsewhere, at such price, for cash or credit (or for future delivery without credit
risk) and upon such other terms and conditions as it deems appropriate, with the right of Lenders
to the extent permitted by Law upon any such sale or sales, public or private, to purchase the
whole or any part of said Collateral, free of any right, claim or equity of redemption of or in any
Borrower (such rights, claims and equity of redemption, if any, hereby being expressly waived). If
any of the Collateral is sold or leased by Administrative Agent, on behalf of the Lenders, upon
credit terms or for future delivery, the Obligations shall not be reduced as a result thereof until
payment therefore is finally collected by Administrative Agent, for the benefit of Lenders. In the
event Administrative Agent institutes an action to recover any Collateral or seeks recovery of any
Collateral by way of prejudgment remedy, each Borrower waives the posting of any bond which might
otherwise be required. Notwithstanding that Administrative Agent or any Lender, whether in its own
behalf and/or on behalf of another or others, may continue to hold the Collateral and regardless of
the value thereof, or any delay or failure to dispose thereof, unless and then only to the extent
that Administrative Agent or any such Lender proposes to retain the Collateral in satisfaction of
the Obligations by written notice in accordance with the UCC, Borrowers shall be and remain liable
for the payment in full of any balance of the Obligations and expenses at any time unpaid. Without
limiting the foregoing, upon Borrowers failure to abide by and comply with its obligations under
Article VI hereof, in addition to its other rights and remedies, Administrative Agent, on behalf of
the Lenders, may (but is not required to), in its Sole Discretion and to the extent it deems
necessary, advisable or appropriate, take or cause to be taken such actions or things to be done
(including the payment or advancement of funds, or requiring advancement of funds to be held by
Administrative Agent, for the benefit of Lenders, to fund such obligations, including taxes or
insurance) as may be required hereby (or necessary or desirable in connection herewith) to correct
such failure (including causing the Collateral to be maintained or insurance protection required
hereby to be procured and maintained) and any and all costs and expenses incurred (including
reasonable attorneys fees and disbursements) in connection therewith shall be included in
Borrowers Obligations and shall be immediately due and payable and bear interest at the Default
Rate; provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to any Borrower under the Bankruptcy Code of the United States, the
obligation of each Lender to make Revolving Credit Loans shall automatically terminate, the unpaid
principal amount of all outstanding Revolving Credit Loans and all interest and other amounts as
aforesaid shall automatically become due and payable, without further act of the Administrative
Agent or any Lender. 61




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All such rights, powers and remedies shall be cumulative and not alternative and enforceable, in
Required Lenders Sole Discretion, alternatively, successively, or concurrently on any one or more
occasions, and shall include, without limitation, the right to apply to a court of equity for an
injunction to restrain a breach or threatened breach by any Borrower of this Agreement or any of
the other Loan Documents. Any single or partial exercise of, or forbearance, failure or delay in
exercising any right, power or remedy shall not be, nor shall any such single or partial exercise
of, or forbearance, failure or delay be deemed to be a limitation, modification or waiver of any
right, power or remedy and shall not preclude the further exercise thereof; and every right, power
and remedy of Administrative Agent or Lenders shall continue in full force and effect until such
right, power and remedy is specifically waived by an instrument in writing executed and delivered
with respect to each such waiver by such parties. 10.03 Application of Funds. After the exercise of remedies provided for in Section 10.02 (or after the Revolving
Credit Loans have automatically become immediately due and payable any amounts received on account
of the Obligations shall be applied by the Administrative Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities,
expenses and other amounts (including Attorney Costs and amounts payable under Article III)
payable to the Administrative Agent in its capacity as such and including all costs and expenses
(including Attorney Costs, trustee fees and court costs) incurred in connection with any
collection, receipt, recovery, appropriation, foreclosure or realization, or from any use,
operation, sale, assignment, lease, pledge, transfer, delivery or disposition of all or any of the
Collateral, or with respect to the care, safekeeping, custody, maintenance, protection,
administration or otherwise of any and all of said Collateral or in any way relating to the rights
of Administrative Agent and Lenders under this Agreement; Second, to payment of that portion of the Obligations constituting fees, indemnities
and other amounts (other than principal and interest) payable to the Lenders (including Attorney
Costs and amounts payable under Article III), ratably among them in proportion to the
amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid
interest on the Revolving Credit Loans, ratably among the Lenders in proportion to the respective
amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of
the Revolving Credit Loans, ratably among the Lenders in proportion to the respective amounts
described in this clause Fourth held by them; Fifth, to the payment, satisfaction or discharge of any other Indebtedness or
Obligations (including any reimbursement, subrogation, contribution or other obligation to any
Person), or otherwise as may be permitted or as required by any law, rule or regulation (including
Section 9-615(a)(3) of the UCC); and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in
full, to the Borrowers or as otherwise required by Law. 62




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10.04 Required Notice of Sale. In exercising its rights, powers and remedies as secured party, Administrative Agent, on
behalf of the Lenders, agrees to give Borrowers 10 days notice of the time and place of any public
sale of Collateral or of the time after which any private sale of Collateral may take place, unless
the Collateral is perishable or threatens to decline speedily in value or is of a type customarily
sold on a recognized market. Borrowers agree that such period and notice is commercially
reasonable under the circumstances. ARTICLE XI.
RIGHT TO CURE; POST-DEFAULT POWER OF ATTORNEY 11.01 Right to Cure. Administrative Agent, on behalf of the Lenders, may, at its option but without any obligation,
after an Event of Default that is continuing cure any default by Borrowers under any Contractual
Obligation including the Principal Agreements and Leases or pay or bond on appeal any judgment
entered against Borrowers; discharge taxes or other Liens at any time levied on or existing with
respect to the Collateral; and pay any amount, incur any expense or perform any act which, in
Administrative Agents judgment, is necessary or appropriate to preserve, protect, insure or
maintain the Collateral and the rights of Administrative Agent or Lenders with respect thereto.
Administrative Agent may add any amounts so expended to the Obligations, such amounts to be
repayable by Borrowers on demand. Administrative Agent shall be under no obligation to effect such
cure, payment or bonding and shall not, by doing so, be deemed to have assumed any obligation or
liability of Borrowers. Any payment made or other action taken by Administrative Agent under this
Section shall be without prejudice to any right to assert an Event of Default hereunder and to
proceed accordingly. 11.02 Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints, effective on and after the
occurrence of an Event of Default, Administrative Agent acting through any officer or Agent
thereof, with full power of substitution, as such Borrowers true and lawful attorney-in-fact with
full irrevocable power and authority in such Borrowers place and stead and in such Borrowers name
or in its own name, from time to time in Administrative Agents Discretion, to receive, open and
dispose of mail addressed to such Borrower, to take any and all action, to do all things, to
execute, endorse, deliver and file any and all writings, documents, instruments, notices,
statements (including financing statements, and writings to correct any error or ambiguity in any
Loan Document), applications and registrations (including registrations and licenses for
securities, copyrights, patents, and trademarks), checks, drafts, acceptances, money orders, or
other evidence of payment or proceeds, which may be or become necessary or desirable in the Sole
Discretion of Administrative Agent to accomplish the terms, purposes and intent of, or to fulfill
Borrowers obligations under this Agreement and the other Loan Documents, including the right to
enter into any control agreements on behalf of each such Borrower as described in Section
6.14, to appear in and defend any action or proceeding brought with respect to the Collateral
or any Company-Owned Property, and to bring any action or proceeding, in the name and on behalf of
any Borrower, which Administrative Agent, in its Sole Discretion, deems 63




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necessary or desirable to protect its interest in the Collateral or any Property. This power
is coupled with an interest and is irrevocable. THIS POWER DOES NOT AND SHALL NOT BE CONSTRUED TO
AUTHORIZE ANY CONFESSION OF JUDGMENT. Each Borrower hereby releases Administrative Agent, Lenders
and their respective officers, directors, members, partners, trustees, debt holders, employees,
representatives, agents and designees from any liabilities arising from any act or acts under this
power of attorney and in furtherance thereof, whether of omission or commission, except and only to
the extent the same results from the applicable released partys own gross negligence or willful
misconduct as determined pursuant to a final non-appealable order of a court of competent
jurisdiction. ARTICLE XII.
ADMINISTRATIVE AGENT 12.01 Appointment and Authorization of Administrative Agent. (a) Each Lender hereby irrevocably appoints, designates and authorizes the Administrative
Agent to take such 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 it by
the terms of this Agreement or any other Loan Document, together with such powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in
any other Loan Document, the Administrative Agent shall not have any duties or responsibilities,
except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to
have any fiduciary relationship with any Lender or participant, 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 the Administrative Agent. Without limiting
the generality of the foregoing sentence, the use of the term agent herein and in the other Loan
Documents with reference to the Administrative Agent is not intended to connote any fiduciary or
other implied (or express) obligations arising under agency doctrine of any applicable Law.
Instead, such term is used merely as a matter of market custom, and is intended to create or
reflect only an administrative relationship between independent contracting parties. 12.02 Delegation of Duties. The Administrative 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 and other consultants or experts concerning all matters pertaining to such duties. The
Administrative Agent shall not be responsible for the negligence or misconduct of any agent or
attorney-in-fact that it selects in the absence of gross negligence or willful misconduct. 12.03 Liability of Administrative Agent. No Agent-Related Person shall (a) 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 in connection with
its duties expressly set forth herein), or (b) be responsible in any manner to any 64




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Lender or participant for any recital, statement, representation or warranty made by any
Borrower or any officer thereof, contained herein or in any other Loan Document, or in any
certificate, report, statement or other document referred to or provided for in, or received by the
Administrative 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 any 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 or participant 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 properties, books or records of any Borrower or any Affiliate
thereof. 12.04 Reliance by Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in
relying, upon any writing, communication, signature, resolution, representation, notice, consent,
certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail
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 any Borrower), independent accountants and other experts
selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing
or refusing to take any action under any Loan Document unless it shall first receive such advice or
concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first
be indemnified to its satisfaction by the Lenders against any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such action. The
Administrative 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
Required Lenders (or such greater number of Lenders as may be expressly required hereby in any
instance) and such request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders. (b) For purposes of determining compliance with the conditions specified in Section
4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved
or accepted or to be satisfied with, each document or other matter required thereunder to be
consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative
Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its
objection thereto. 12.05 Notice of Default. The Administrative 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 and fees required to be paid to the Administrative Agent for the account of the Lenders,
unless the Administrative Agent shall have received written notice from a Lender or any Borrower
referring to this Agreement, describing such Default or Event of Default and stating that such
notice is a notice of default. The Administrative Agent will notify the Lenders of its receipt
of any such notice. The Administrative Agent shall take such action with 65




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respect to such Default or Event of Default as may be directed by the Required Lenders in
accordance with Article X; provided, however, that unless and until the
Administrative Agent has received any such direction, the Administrative Agent may (but shall not
be 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 or in the best interest of the Lenders. 12.06 Credit Decision; Disclosure of Information by Administrative Agent. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty
to it, and that no act by the Administrative Agent hereafter taken, including any consent to and
acceptance of any assignment or review of the affairs of any Borrower or any Affiliate thereof,
shall be deemed to constitute any representation or warranty by any Agent-Related Person to any
Lender as to any matter, including whether Agent-Related Persons have disclosed material
information in their possession. Each Lender represents to the Administrative 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
the Borrowers and their respective Subsidiaries, and all applicable bank or other regulatory Laws
relating to the transactions contemplated hereby, and made its own decision to enter into this
Agreement and to extend credit to the Borrowers and the other Borrowers hereunder. 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 the Borrowers and the other Borrowers. Except for notices, reports and
other documents expressly required to be furnished to the Lenders by the Administrative Agent
herein, the Administrative 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 any of the Borrowers or any of their
respective Affiliates which may come into the possession of any Agent-Related Person. 12.07 Indemnification of Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall
indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of
any Borrower and without limiting the obligation of any Borrower to do so), pro rata, and hold
harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by
it; provided, however, that no Lender shall be liable for the payment to any
Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a
final, nonappealable judgment by a court of competent jurisdiction to have resulted from such
Agent-Related Persons own gross negligence or willful misconduct; provided,
however, that no action taken in accordance with the directions of the Required Lenders
shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section.
Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon
demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs)
incurred 66




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by the Administrative 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 the Administrative Agent is not reimbursed for such expenses by or on behalf of the
Borrowers. The undertaking in this Section shall survive termination of the Aggregate Commitments,
the payment of all other Obligations and the resignation of the Administrative Agent. 12.08 Administrative Agent in its Individual Capacity. Wells Fargo 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 each of the Borrowers and their
respective Affiliates as though Wells Fargo were not the Administrative Agent hereunder and without
notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities,
Wells Fargo or its Affiliates may receive information regarding any Borrower or its Affiliates
(including information that may be subject to confidentiality obligations in favor of such Borrower
or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to
provide such information to them. With respect to its Revolving Credit Loans, Wells Fargo shall
have the same rights and powers under this Agreement as any other Lender and may exercise such
rights and powers as though it were not the Administrative Agent, and the terms Lender and
Lenders include Wells Fargo in its individual capacity. 12.09 Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days notice to the
Lenders and Famous Daves. If the Administrative Agent resigns under this Agreement, the Required
Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders,
which successor administrative agent shall be consented to by the Borrowers at all times other than
during the existence of an Event of Default (which consent of the Borrowers shall not be
unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the
effective date of the resignation of the Administrative Agent, the Administrative Agent may
appoint, after consulting with the Lenders and the Borrowers, a successor administrative agent from
among the Lenders. Upon the acceptance of its appointment as successor administrative agent
hereunder, the Person acting as such successor administrative agent shall succeed to all the
rights, powers and duties of the retiring Administrative Agent and the term Administrative Agent
shall mean such successor administrative agent and the retiring Administrative Agents appointment,
powers and duties as Administrative Agent shall be terminated. After any retiring Administrative
Agents resignation hereunder as Administrative Agent, the provisions of this Article XII
and Sections 15.04 and 15.05 shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor
administrative agent has accepted appointment as Administrative Agent by the date which is 30 days
following a retiring Administrative Agents notice of resignation, the retiring Administrative
Agents resignation shall nevertheless thereupon become effective and the Lenders shall perform all
of the duties of the Administrative Agent hereunder until such time, if any, as the Required
Lenders appoint a successor agent as provided for above. 67




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12.10 Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any
Borrower, the Administrative Agent (irrespective of whether the principal of any Revolving Credit
Loan shall then be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on the Borrowers) shall
be entitled and empowered, by intervention in such proceeding or otherwise (a) to file and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Revolving Credit Loans and all other Obligations that are owing and unpaid
and to file such other documents as may be necessary or advisable in order to have the claims of
the Lenders and the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders and the Administrative Agent and their
respective agents and counsel and all other amounts due the Lenders and the Administrative Agent
under Sections 2.06 and 10.04) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such
claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender to make such payments to the
Administrative Agent and, in the event that the Administrative Agent shall consent to the making of
such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its
agents and counsel, and any other amounts due the Administrative Agent under Sections 2.06
and 15.04. Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the
Administrative Agent to vote in respect of the claim of any Lender in any such proceeding. 12.11 Collateral Matters. The Lenders irrevocably authorize the Administrative Agent, at its option and in its
discretion to release any Lien on any property granted to or held by the Administrative Agent under
any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all
Obligations (other than contingent indemnification obligations), (ii) that is sold or to be sold as
part of or in connection with any sale permitted hereunder or under any other Loan Document, (iii)
in accordance with any provision for the release thereof provided for in this Agreement or the
other Loan Documents, or (iv) subject to Section 15.01, if approved, authorized or ratified
in writing by the Required Lenders. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in
writing the Administrative Agents authority to release or subordinate its interest in particular
types or items of property pursuant to this Section 12.11. 68




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12.12 Duties in the Case of Enforcement. In case one of more Events of Default have occurred and shall be continuing, the
Administrative Agent shall, if (a) so requested (or consented to) by the Required Lenders and (b)
the Lenders have provided to the Administrative Agent such additional indemnities and assurances
against expenses and liabilities as the Administrative Agent may reasonably request, proceed to
enforce the provisions of any Loan Documents authorizing the sale or other disposition of all or
any part of the Collateral (or any other property which is security for the Obligations) and
exercise all or any such other legal and equitable and other rights or remedies as it may have in
respect of such Collateral (or such other property). The Required Lenders may direct the
Administrative Agent in writing as to the method and the extent of any such sale or other
disposition, the Lenders hereby agreeing to indemnify and hold the Administrative Agent, harmless
from all liabilities incurred in respect of all actions taken or omitted in accordance with such
directions, provided that the Administrative Agent need not comply with any such direction to the
extent that the Administrative Agent reasonably believes the Administrative Agents compliance with
such direction to be unlawful or commercially unreasonable in any applicable jurisdiction. 12.13 Other Agents; Co-Lead Arrangers and Syndication Agent. None of the Lenders or other Persons identified on the facing page or signature pages of this
Agreement as a syndication agent, or co-lead arranger shall have any right, power, obligation,
liability, responsibility or duty under this Agreement other than, in the case of such Lenders,
those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or
other Persons so identified shall have or be deemed to have any fiduciary relationship with any
Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders
or other Persons so identified in deciding to enter into this Agreement or in taking or not taking
action hereunder. 12.14 Advertising, Promotion and Marketing The Administrative Agent and each Lender may, and each Borrower hereby authorizes the
Administrative Agent and each Lender to, include references to such Borrower and its Subsidiaries,
and utilize any logo or other distinctive symbol associated with such Borrower or any of its
Subsidiaries, in connection with any advertising, promotion or marketing undertaken by the
Administrative Agent or such Lender. ARTICLE XIII.
CONTRIBUTION AMONG THE BORROWERS 13.01 Contribution. To provide for just and equitable contribution among the Borrowers, if any payment is made by
one Borrower (a Funding Borrower) hereunder or under any other Loan Document in respect
of the Obligations, such Funding Borrower shall be entitled to a contribution from the other
Borrower for all payments, damages and expenses incurred by such Funding Borrower under or in
connection with such Obligations, such contributions to be made in the manner and 69




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to the extent set forth below. Any amount payable as a contribution under this Agreement
shall be determined as of the date on which the related payment is made by a Funding Borrower. 13.02 Calculation of Contributions. Each Borrower shall be liable for contribution to each Funding Borrower in respect of all
payments, damages and expenses incurred by such Funding Borrower hereunder or under any other Loan
Document in an aggregate amount, subject to Section 13.03, equal to (i) the ratio of (x)
the Property Worth of all Collateral and other security for the Obligations owned by such Borrower,
to (y) the Property Worth of the entire Collateral and other security for the Obligations owned by
all of the Borrowers collectively, multiplied by (ii) the aggregate amount of such payments,
damages and expenses incurred by such Funding Borrower under or in connection with the Secured
Obligations. As used herein, the term Property Worth shall mean, with respect to each Borrower,
the fair market value such Borrowers right, title and interest in and to the Collateral and other
security for the Obligations as of the Disbursement Date. 13.03 Rights to Contribution Subordinated. Each Borrower agrees that all of its rights to receive contributions under this Article
XIII (whether for payments, damages, expenses or otherwise) and all of its rights, if any, to
be subrogated to any of the rights of Administrative Agent or Lenders shall be subordinated in
right of payment (in liquidation or otherwise) to the prior payment in full in cash of all of the
Obligations (whether for principal, interest, premium or otherwise). If any amount shall at any
time be paid to a Borrower on account of such rights of contribution or subrogation, or in
contravention of the provisions of this Article XIII at any time, such amount shall be held
in trust, segregated from the other assets of such Borrower, for the benefit of the Administrative
Agent and Lenders and shall promptly be paid to the Administrative Agent. The foregoing shall
constitute a continuing offer to, and agreement with, all persons that from time to time may become
holders of, or continue to hold, Obligations under this Agreement, and the provisions of the
foregoing sentence are made for the benefit of such holders and such holders, as third party
beneficiaries hereunder, are entitled to enforce such provisions. ARTICLE XIV.
FINANCIAL COVENANTS The Borrowers covenant and agree that, so long as any Revolving Credit Loans or other
Obligations are outstanding or any Lender has any obligation to make any Revolving Credit Loan: 14.01 Adjusted Leverage Ratio. As of the end of any fiscal quarter in any fiscal year referenced in the table below, the
Adjusted Leverage Ratio for the Reference Period then ended shall not exceed the ratio set forth
opposite such fiscal year in such table: 70




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Fiscal Year
    
    
    RatioFY 2005
    
    
    4.10:1.00FY 2006
    
    
    4.00:1.00FY 2007
    
    
    3.90:1.00FY 2008
    
    
    3.80:1.00FY 2009
    
    
    3.70:1.00
 14.02 Consolidated Cash Flow Ratio. As of the end of any fiscal quarter referenced in the table below, the Consolidated Cash Flow
Ratio for the Reference Period then ended shall not be less than the ratio set forth opposite such
fiscal quarter in such table:  Fiscal Quarter
    
    
    RatioFrom Closing Date through 2nd fiscal quarter ending
June 29, 2008
    
    
    
    1.75:1.00From 3rd fiscal quarter beginning June 30, 2008
through 4th quarter ending January 3, 2010
    
    
    
    2.00:1,00
 14.03 Capital Expenditures. No Borrower shall, nor shall any Borrower permit any Subsidiary to, directly or indirectly
make or become legally obligated to make any Growth Capital Expenditures costing in excess of the
following amounts in the aggregate for the Borrowers and their Subsidiaries during each applicable
fiscal year:  Fiscal Year
    
    
    RatioFY 2005
    
    
    $  8,000,000FY 2006
    
    
    $15,000,000FY 2007
    
    
    $22,250,000FY 2008
    
    
    $22,250,000FY 2009
    
    
    $25,000,000
 71




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In additional and without limited the foregoing, no Borrower shall, nor shall any Borrower
permit any Subsidiary to, at any time, directly or indirectly (a) become legally obligated to make
any Growth Capital Expenditures, or (b) make any Growth Capital Expenditures which any Borrower or
any such Subsidiary was not previously legally obligated to make, if, in either case, after giving
effect thereto, the Adjusted Leverage Ratio is, or would be, greater than the Incurrence Ratio. ARTICLE XV.
MISCELLANEOUS 15.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no
consent to any departure by any Borrower or any other Borrower therefrom, shall be effective unless
in writing signed by the Required Lenders and the Borrowers or the applicable Borrower, as the case
may be, and acknowledged by the Administrative Agent and each such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which given;
provided, however, that no such amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.01(a) without the written consent of
each Lender; (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated
pursuant to Section 10.02) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any payment or
mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of
them) or any scheduled or mandatory reduction of the Aggregate Commitments hereunder or under any
other Loan Document without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Revolving Credit
Loan, or (subject to clause (iv) below in this Section 15.01) any fees or other amounts
payable hereunder or under any other Loan Document, without the written consent of each Lender
directly affected thereby; provided, however, that only the consent of the Required
Lenders shall be necessary to amend the definition of Default Rate or to waive any obligation of
the Borrowers to pay interest at the Default Rate; (e) change Section 2.09 or Section 10.03 in a manner that would alter the pro
rata sharing of payments required thereby without the written consent of each Lender; (f) change any provision of this Section or the definition of Required Lenders or any other
provision hereof specifying the number or percentage of Lender required to amend, waive or
otherwise modify any rights hereunder or make any determination or grant any consent hereunder,
without the written consent of each Lender; or (g) release all or substantially all of the Collateral or other collateral securing the
Revolving Credit Loans without the written consent of each Lender; 72




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and, provided further, that no amendment, waiver or consent shall, unless in
writing and signed by the Administrative Agent in addition to the Lenders required above, affect
the rights or duties of the Administrative Agent under this Agreement or any other Loan Document.
Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to
approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of
such Lender may not be increased or extended without the consent of such Lender. 15.02 Notices and Other Communications; Facsimile Copies. (a) General. Unless otherwise expressly provided herein, all notices and other
communications provided for hereunder shall be in writing (including by facsimile transmission).
All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile
number or electronic mail address, and all notices and other communications expressly permitted
hereunder to be given by telephone shall be made to the applicable telephone number, as follows: (i) if to the Borrowers or the Administrative Agent, to the address, facsimile number,
electronic mail address or telephone number specified for such Person on Schedule
15.02 or to such other address, facsimile number or telephone number as shall be
designated by such party in a notice to the other parties; and (ii) if to any other Lender, to the address, facsimile number or telephone number
specified for such Lender on Schedule 15.02 or to such other address, facsimile
number, electronic mail address or telephone number as shall be designated by such party in
a notice to the Borrowers and the Administrative Agent. All such notices and other communications shall be deemed to be given or made upon the earlier to
occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by
courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail,
four Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when
sent and receipt has been confirmed by telephone, and (D) if delivered by electronic mail, when
delivered; provided, however, that notices and other communications to the
Administrative Agent pursuant to Article II shall not be effective until actually received
by such Person. In no event shall a voicemail message be effective as a notice, communication or
confirmation hereunder. (b) Effectiveness of Facsimile Documents and Signatures. Loan Documents and/or
executed signature pages thereto may be transmitted by facsimile. The effectiveness of any such
documents and signatures shall, subject to applicable Law, have the same force and effect as
manually-signed originals and shall be binding on all Borrowers, the Administrative Agent and the
Lenders. The Administrative Agent may also require that any such documents and signatures be
confirmed by a manually-signed original thereof; provided, however, that the
failure to request or deliver the same shall not limit the effectiveness of any facsimile document
or signature. (c) Reliance by Administrative Agent and Lenders. The Administrative Agent and the
Lenders shall be entitled to rely and act upon any notices (including telephonic Revolving 73




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Credit Loan Notices) purportedly given by or on behalf of any Borrower even if (i) such
notices were not made in a manner specified herein, were incomplete or were not preceded or
followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by
the recipient, varied from any confirmation thereof. The Borrowers shall indemnify each
Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting
from the reliance by such Person on each notice purportedly given by or on behalf of any Borrower.
All telephonic notices to and other communications with the Administrative Agent may be recorded by
the Administrative Agent, and each of the parties hereto hereby consents to such recording. 15.03 No Waiver; Cumulative Remedies. No failure by any Lender or the Administrative Agent to exercise, and no delay by any such
Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. 15.04 Attorney Costs, Expenses and Taxes. Each Borrower agrees (a) to pay or reimburse the Administrative Agent for all costs and
expenses incurred in connection with the development, preparation, negotiation and execution of
this Agreement and the other Loan Documents and any amendment, waiver, consent or other
modification of the provisions hereof and thereof (whether or not the transactions contemplated
hereby or thereby are consummated), and the consummation and administration of the transactions
contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse the
Administrative Agent and each Lender for all costs and expenses incurred in connection with the
enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement
or the other Loan Documents (including all such costs and expenses incurred during any workout or
restructuring in respect of the Obligations and during any legal proceeding, including any
proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and
expenses shall include all search, filing, recording, title insurance and appraisal charges and
fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative
Agent and the cost of independent public accountants and other outside experts retained by the
Administrative Agent or any Lender. All amounts due under this Section 15.04 shall be
payable within ten Business Days after demand therefor. The agreements in this Section shall
survive the termination of the Aggregate Commitments and repayment of all other Obligations. 15.05
Indemnification by the Borrowers. Whether or not the transactions contemplated hereby are consummated, each Borrower shall
indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates,
directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the
Indemnitees) from and against any and all liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including
Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, 74




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incurred by or asserted against any such Indemnitee in any way relating to or arising out of
or in connection with (a) the execution, delivery, enforcement, performance or administration of
any Loan Document or any other agreement, letter or instrument delivered in connection with the
transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b)
any Commitment or Loan or the use or proposed use of the proceeds therefrom, or (c) any actual or
alleged presence or release of Hazardous Materials on or from any property currently or formerly
owned or operated by any Borrower or any Subsidiary, or any Environmental Liability related in any
way to any Borrower or any Subsidiary, or (d) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory (including any investigation of, preparation for, or defense of any pending or
threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee
is a party thereto (all the foregoing, collectively, the Indemnified Liabilities);
provided that such indemnity shall not, as to any Indemnitee, be available to the extent
that such liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, expenses or disbursements 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. No Indemnitee shall be liable for any damages arising from
the use by others of any information or other materials obtained through IntraLinks, any website or
other similar information transmission systems in connection with this Agreement, nor shall any
Indemnitee have any liability for any indirect or consequential damages relating to this Agreement
or any other Loan Document or arising out of its activities in connection herewith or therewith
(whether before or after the Closing Date). All amounts due under this Section 15.05 shall
be payable within ten Business Days after demand therefor. The agreements in this Section shall
survive the resignation of the Administrative Agent, the replacement of any Lender, the termination
of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other
Obligations. 15.06 Payments Set Aside. To the extent that any payment by or on behalf of any Borrower is made to the Administrative
Agent or any Lender, or the Administrative Agent or any Lender exercises its right of set-off, and
such payment or the proceeds of such set-off or any part thereof is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid
to a trustee, receiver or any other party, in connection with any proceeding under any Debtor
Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof
originally intended to be satisfied shall be revived and continued in full force and effect as if
such payment had not been made or such set-off had not occurred, and (b) each Lender severally
agrees to pay to the Administrative Agent upon demand its applicable share of any amount so
recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such
demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from
time to time in effect. 15.07 Successors and Assigns. (a) Conditions to Assignment by Lenders. Except as provided herein, each Lender may
assign to one or more commercial banks, other financial institutions or other Persons, all or 75




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a portion of its rights and obligations under this Agreement (including all or a portion of
its Commitment and the Revolving Credit Loans at the time owing to it; provided that (1) the
Administrative Agent shall have given its prior written consent to such assignment, which consent
will not be unreasonably withheld, conditioned or delayed; except that the consent of the
Administrative Agent shall not be required in connection with any assignment by a Lender to (i) an
existing Lender or (ii) an Affiliate of such Lender, provided that if such Lender or Affiliate is
(or would, if it were a Lender, be) a Foreign Lender, such Person has complied with the
requirements set forth in Section 15.15 (as though it were a Lender) prior to such
assignment, (2) each such assignment shall be of a constant, and not a varying, percentage of all
the assigning Lenders rights and obligations in respect of its Commitment and the Revolving Credit
Loans at the time owing to it, (3) each assignment, shall be in a minimum amount of $2,000,000 (or,
if less, such Lenders entire Commitment and Revolving Credit Loans) or such lesser amount
consented to by the Administrative Agent, and (4) the parties to such assignment shall execute and
deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an
Assignment and Assumption, together with any Notes subject to such assignment. Upon such
execution, delivery, acceptance and recording, from and after the effective date specified in each
Assignment and Assumption, which effective date shall (unless otherwise consented to by
Administrative Agent) be at least five (5) Business Days after the execution thereof, (aa) the
assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and
Assumption, have the rights and obligations of a Lender hereunder, and (bb) the assigning Lender
shall, to the extent provided in such assignment and upon payment to the Administrative Agent of
the registration fee referred to in Section 15.07(c), be released from its obligations
under this Agreement. (b) Certain Representations and Warranties; Limitations; Covenants. By executing and
delivering an Assignment and Assumption, the parties to the assignment thereunder confirm to and
agree with each other and the other parties hereto as follows: (1) other than the representation and warranty that it is the legal and beneficial owner of
the interest being assigned thereby free and clear of any adverse claim, the assigning Lender makes
no representation or warranty, express or implied, 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,
the other Loan Documents or any other instrument or document furnished pursuant hereto or the
attachment, perfection or priority of any security interest or mortgage, (2) the assigning Lender makes no representation or warranty and assumes no responsibility
with respect to the financial condition of the Borrowers and their Subsidiaries or any other Person
primarily or secondarily liable in respect of any of the Obligations, or the performance or
observance by the Borrowers and their Subsidiaries or any other Person primarily or secondarily
liable in respect of any of the Obligations of any of their obligations under this Agreement or any
of the other Loan Documents or any other instrument or document furnished pursuant hereto or
thereto; (3) such assignee confirms that it has received a copy of this Agreement (together with any
amendments thereto), together with copies of the most recent financial statements referred to in
Section 5.05 and Section 6.01 and such other documents and information as it has 76




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deemed appropriate to make its own credit analysis and decision to enter into such Assignment
and Assumption; (4) such assignee will, independently and without reliance upon the assigning Lender, the
Administrative Agent 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 the Administrative Agent to take such action as
agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents
as are delegated to the Administrative Agent by the terms hereof or thereof, together with such
powers as are reasonably incidental thereto; (6) such assignee agrees that it will perform in accordance with this Agreement and the other
Loan Documents all of the obligations that by the terms thereof are required to be performed by it
as a Lender; (7) such assignee represents and warrants that it is legally authorized to enter into such
Assignment and Assumption; and (8) such assignee acknowledges that it has complied with the provisions of Section
15.15 to the extent applicable. (c) Register. The Administrative Agent, acting solely for this purpose as an agent of
the Borrowers, shall maintain at the Administrative Agents Office a copy of each Assignment and
Assumption delivered to it and a register for the recordation of the names and addresses of the
Lenders, and the Commitments of, and principal amounts of the Revolving Credit Loans owing to, each
Lender pursuant to the terms hereof from time to time (the Register). The entries in the
Register shall be conclusive, and the Borrowers, the Administrative Agent and the Lenders may treat
each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register
shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from
time to time upon reasonable prior notice. The Register shall be available for inspection by the
Borrowers and the Lenders at any reasonable time and from time to time upon reasonable prior
notice. Upon each such recordation, the assigning Lender agrees to pay to the Administrative Agent
a registration fee in the sum of $3,500. (d) New Notes. Upon its receipt of an Assignment and Assumption executed by the
parties to such assignment, the Administrative Agent shall (a) record the information contained
therein in the Register, and (b) give prompt notice thereof to the Borrowers and the Lenders (other
than the assigning Lender). Within five (5) Business Days after receipt of such notice, each
Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. (e) Participations. Any Lender may at any time, without the consent of, or notice to,
any Borrower or the Administrative Agent, sell participations to any Person (each, a
Participant) in all or a portion of such Lenders rights and/or obligations under this
Agreement (including all or a portion of its Commitment and/or the Revolving Credit Loans owing to
it); provided that (1) each of the Administrative Agent and, unless an Event of Default shall have 77




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occurred and be continuing, the Borrowers shall have given their prior written consent to such
sale of a participation, which consents will not be unreasonably withheld, conditioned or delayed,
except that the consent of the Borrowers or the Administrative Agent shall not be required in
connection with any sale of a participation by a Lender to (i) an existing Lender or (ii) an
Affiliate of such Lender, (2) each such participation shall be in an amount of not less than
$3,000,000, (3) such Lenders obligations under this Agreement shall remain unchanged, and (4) the
Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lenders rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, waiver or other modification described in the first proviso to
Section 15.01 that directly affects such Participant. (f) Assignee or Participant Affiliated with the Borrowers. If any assignee Lender is
an Affiliate of any Borrower, then any such assignee Lender shall have no right to vote as a Lender
hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or
for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for
purposes of making requests to the Administrative Agent pursuant to Article X, and the
determination of the Required Lenders shall for all purposes of this Agreement and the other Loan
Documents be made without regard to such assignee Lenders interest in any of the Commitments or
Revolving Credit Loans. If any Lender sells a participating interest in any of the Revolving
Commitments or Revolving Credit Loans to a participant, and such participant is a Borrower or an
Affiliate of a Borrower, then such transferor Lender shall promptly notify the Administrative Agent
of the sale of such participation. A transferor Lender shall have no right to vote as a Lender
hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or
for purposes of agreeing to amendments or modifications to any of the Loan Documents or for
purposes of making requests to the Administrative Agent pursuant to Article X to the extent
that such participation is beneficially owned by a Borrower or any Affiliate of a Borrower, and the
determination of the Required Lenders shall for all purposes of this Agreement and the other Loan
Documents be made without regard to the interest of such transferor Lender in the Revolving Credit
Loans or Commitments to the extent of such participation. (g) Miscellaneous Assignment Provisions. Any assigning Lender shall retain its rights
to be indemnified pursuant to Section 15.05 with respect to any claims or actions arising
prior to the date of such assignment. Anything contained in this Section 15.07 to the
contrary notwithstanding, any Lender may at any time pledge or assign a security interest in all or
any portion of its interest and rights under this Agreement (including all or any portion of its
Notes) to secure obligations of such Lender, including any pledge or assignment to secure
obligations to (a) any of the twelve Federal Reserve Banks organized under §4 of the Federal
Reserve Act, 12 U.S.C. §341 and (b) with respect to any Lender that is a fund that invests in bank
loans, to any lender or any trustee for, or any other representative of, holders of obligations
owed or securities issued by such fund as security for such obligations or securities or any
institutional custodian for such fund or for such lender. Any foreclosure or similar action by any
Person in respect of such pledge or assignment shall be subject to the other provisions of this
Section 15.07. No such 78




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pledge or the enforcement thereof shall release the pledgor Lender from its obligations
hereunder or under any of the other Loan Documents, provide any voting rights hereunder to the
pledgee thereof, or affect any rights or obligations of the Borrowers or Administrative Agent
hereunder. (h) Assignment by Borrowers. The Borrowers shall not assign or transfer any of their
rights or obligations under this Agreement or any of the Loan Documents without (i) the prior
written consent of each of the Lenders and (ii) the payment to the Administrative Agent, on behalf
of the Lenders, of an assignment fee in an amount equal to 1.0% of the amount to be assigned and
all costs and expenses associated with any such assignment. For purposes of this Agreement, a
Change in Control (whether by equity sale, issuance or otherwise) shall constitute an assignment
hereof. (i) Syndication. The Borrowers hereby agree, at the request of the Administrative
Agent, to use commercially reasonable efforts to assist and cooperate with the Administrative Agent
in efforts to complete any syndication of the Commitments and the Revolving Credit Loans hereunder,
including, but not limited to, promptly preparing and providing materials and information
reasonably deemed necessary by the Administrative Agent to successfully complete and otherwise
facilitate such syndication, including all projections required to be delivered pursuant to
Section 5.05 and Section 6.01. The Borrowers and each of their directors,
officers, employees and agents shall, at the reasonable request of the Administrative Agent, use
commercially reasonable efforts to meet with any potential lender and provide such additional
information as such Persons may reasonably request. 15.08 Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to its and its
Affiliates directors, officers, employees and agents, including accountants, legal counsel and
other advisors (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority (including any
self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the
extent required by applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under
any other Loan Document or any action or proceeding relating to this Agreement or any other Loan
Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap
or derivative transaction relating to any Borrower and its obligations, (g) with the consent of the
Borrowers or (h) to the extent such Information (x) becomes publicly available other than as a
result of a breach of this Section or (y) becomes available to the Administrative Agent or any
Lender on a nonconfidential basis from a source other than the Borrowers. For purposes of this
Section, Information means all information received from any Borrower relating to any
Borrower or any of their respective businesses, other than any such information that is available
to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by any
Borrower, provided that, in the case of information received from a Borrower after the date 79




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hereof, such information is clearly identified at the time of delivery as confidential. Any
Person required to maintain the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such Person would accord to
its own confidential information. Notwithstanding anything herein to the contrary, Information
shall not include, and the Administrative Agent and each Lender may disclose without limitation of
any kind, any information with respect to the tax treatment and tax structure (in each case,
within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby
and all materials of any kind (including opinions or other tax analyses) that are provided to the
Administrative Agent or such Lender relating to such tax treatment and tax structure;
provided that with respect to any document or similar item that in either case contains
information concerning the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or similar item that
relate to the tax treatment or tax structure of the Revolving Credit Loans and transactions
contemplated hereby. In addition, the Administrative Agent may disclose to any agency or
organization that assigns standard identification numbers to loan facilities such basic information
describing the facilities provided hereunder as is necessary to assign unique identifiers (and, if
requested, supply a copy of this Agreement), it being understood that the Person to whom such
disclosure is made will be informed of the confidential nature of such Information and instructed
to make available to the public only such Information as such person normally makes available in
the course of its business of assigning identification numbers 15.09 Set-off. In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and
during the continuance of any Event of Default, each Lender is authorized at any time and from time
to time, without prior notice to any Borrower or any other Borrower, any such notice being waived
by each Borrower (on its own behalf and on behalf of each Borrower) to the fullest extent permitted
by law, to set off and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held by, and other indebtedness at any time owing by, such Lender to or for
the credit or the account of the respective Borrowers against any and all Obligations owing to such
Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of
whether or not the Administrative Agent or such Lender shall have made demand under this Agreement
or any other Loan Document and although such Obligations may be contingent or unmatured or
denominated in a currency different from that of the applicable deposit or indebtedness. Each
Lender agrees promptly to notify the Borrowers and the Administrative Agent after any such set-off
and application made by such Lender; provided, however, that the failure to give
such notice shall not affect the validity of such set-off and application. 15.10 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or
agreed to be paid under the Loan Documents, together with all fees, charges and other amounts that
may be treated as interest under applicable law (collectively, the Charges) shall not
exceed the maximum lawful rate of interest permitted by applicable Law (the Maximum
Rate). If the Administrative Agent or any Lender shall receive Charges in an amount that 80




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exceeds the Maximum Rate, the excess Charges shall be applied to the principal of the
Revolving Credit Loans or, if it exceeds such unpaid principal, refunded to the Borrowers. In
determining whether the Charges contracted for, charged, or received by the Administrative Agent or
a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a)
characterize any payment that is not principal as an expense, fee, or premium rather than interest,
(b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and
spread in equal or unequal parts the total amount of interest throughout the contemplated term of
the Obligations hereunder. 15.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. 15.12 Integration. This Agreement, together with the other Loan Documents, comprises the complete and integrated
agreement of the parties on the subject matter hereof and thereof and supersedes all prior
agreements, written or oral, on such subject matter. In the event of any conflict between the
provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement
shall control; provided that the inclusion of supplemental rights or remedies in favor of
the Administrative Agent or the Lenders in any other Loan Document shall not be deemed a conflict
with this Agreement. Each Loan Document was drafted with the joint participation of the respective
parties thereto and shall be construed neither against nor in favor of any party, but rather in
accordance with the fair meaning thereof. 15.13 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other
document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive
the execution and delivery hereof and thereof. Such representations and warranties have been or
will be relied upon by the Administrative Agent and each Lender, regardless of any investigation
made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the
Administrative Agent or any Lender may have had notice or knowledge of any Default or Event of
Default at the time of any Revolving Credit Loan Borrowing, and shall continue in full force and
effect as long as any Revolving Credit Loan or any other Obligation hereunder shall remain unpaid
or unsatisfied. 15.14 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid
or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this
Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the
parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of
the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 81




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##### 



15.15 Tax Forms. (a) (i) Each Lender that is not a United States person within the meaning of Section
7701(a)(30) of the Code (a Foreign Lender) shall deliver to the Administrative Agent,
prior to receipt of any payment subject to withholding under the Code (or upon accepting an
assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or
any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or
reduction of, withholding tax on all payments to be made to such Foreign Lender by the any Borrower
pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments
to be made to such Foreign Lender by any Borrower pursuant to this Agreement) or such other
evidence satisfactory to the Borrowers and the Administrative Agent that such Foreign Lender is
entitled to an exemption from, or reduction of, U.S. withholding tax, including any exemption
pursuant to Section 881(c) of the Code. Thereafter and from time to time, each such Foreign Lender
shall (A) promptly submit to the Administrative Agent such additional duly completed and signed
copies of one of such forms (or such successor forms as shall be adopted from time to time by the
relevant United States taxing authorities) as may then be available under then current United
States laws and regulations to avoid, or such evidence as is satisfactory to the Borrowers and the
Administrative Agent of any available exemption from or reduction of, United States withholding
taxes in respect of all payments to be made to such Foreign Lender by any Borrower pursuant to this
Agreement, (B) promptly notify the Administrative Agent of any change in circumstances which would
modify or render invalid any claimed exemption or reduction, and (C) take such steps as shall not
be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be
reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement
of applicable Laws that the Borrowers make any deduction or withholding for taxes from amounts
payable to such Foreign Lender. (ii) Each Foreign Lender, to the extent it does not act or ceases to act for its own
account with respect to any portion of any sums paid or payable to such Lender under any of
the Loan Documents (for example, in the case of a typical participation by such Lender),
shall deliver to the Administrative Agent on the date when such Foreign Lender ceases to act
for its own account with respect to any portion of any such sums paid or payable, and at
such other times as may be necessary in the determination of the Administrative Agent (in
the reasonable exercise of its discretion), (A) two duly signed completed copies of the
forms or statements required to be provided by such Lender as set forth above, to establish
the portion of any such sums paid or payable with respect to which such Lender acts for its
own account that is not subject to U.S. withholding tax, and (B) two duly signed completed
copies of IRS Form W-8IMY (or any successor thereto), together with any information such
Lender chooses to transmit with such form, and any other certificate or statement of
exemption required under the Code, to establish that such Lender is not acting for its own
account with respect to a portion of any such sums payable to such Lender. (iii) The Borrowers shall not be required to pay any additional amount to any Foreign
Lender under Section 3.01 (A) with respect to any Taxes required to be deducted or
withheld on the basis of the information, certificates or statements of exemption such
Lender transmits with an IRS Form W-8IMY pursuant to this Section 15.15(a) or (B) if 82




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##### 



such Lender shall have failed to satisfy the foregoing provisions of this Section
15.15(a); provided that if such Lender shall have satisfied the requirement of
this Section 15.15(a) on the date such Lender became a Lender or ceased to act for
its own account with respect to any payment under any of the Loan Documents, nothing in this
Section 15.15(a) shall relieve any Borrower of its obligation to pay any amounts
pursuant to Section 3.01 in the event that, as a result of any change in any
applicable law, treaty or governmental rule, regulation or order, or any change in the
interpretation, administration or application thereof, such Lender is no longer properly
entitled to deliver forms, certificates or other evidence at a subsequent date establishing
the fact that such Lender or other Person for the account of which such Lender receives any
sums payable under any of the Loan Documents is not subject to withholding or is subject to
withholding at a reduced rate. (iii) The Administrative Agent may, without reduction, withhold any Taxes required to
be deducted and withheld from any payment under any of the Loan Documents with respect to
which the Borrowers are not required to pay additional amounts under this Section
15.15(a). (b) Upon the request of the Administrative Agent, each Lender that is a United States person
within the meaning of Section 7701(a)(30) of the Code shall deliver to the Administrative Agent two
duly signed completed copies of IRS Form W-9. If such Lender fails to deliver such forms, then the
Administrative Agent may withhold from any interest payment to such Lender an amount equivalent to
the applicable back-up withholding tax imposed by the Code, without reduction. (c) If any Governmental Authority asserts that the Administrative Agent did not properly
withhold or backup withhold, as the case may be, any tax or other amount from payments made to or
for the account of any Lender, such Lender shall indemnify the Administrative Agent therefor,
including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable
to the Administrative Agent under this Section, and costs and expenses (including Attorney Costs)
of the Administrative Agent. The obligation of the Lenders under this Section shall survive the
termination of the Aggregate Commitments, repayment of all other Obligations hereunder and the
resignation of the Administrative Agent. The Lenders hereby irrevocably authorize the
Administrative Agent, at its option and in its Sole Discretion, to release any Collateral or other
security for the Obligations from the Liens imposed by the Loan Documents: (i) upon termination of
all Commitments and payment in full of all Revolving Credit Loans and all other Obligations payable
under this Agreement and under any other Loan Document any obligation to make any Revolving Credit
Loan; (ii) in connection with the sale of such Collateral or other security pursuant to any
Disposition permitted under the terms of this Agreement; or (iii) if approved, authorized or
ratified in writing by the Required Lenders. Upon request by the Administrative Agent at any time,
the Lenders will confirm in writing the Administrative Agents authority to release particular
types or items of Collateral or other security pursuant to this Section 15.15(b). 83




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15.16 Estoppel Certificates. Borrowers, within ten (10) days after request by Administrative Agent and at Borrowers
expense, will furnish Administrative Agent and Lenders with a statement, duly acknowledged and
certified, setting forth the amount of all Revolving Credit Loans and other Obligations and the
offsets or defenses thereto, if any, all in form and substance reasonably acceptable to
Administrative Agent. 15.17 Recourse. Notwithstanding anything to the contrary contained in this Agreement or in any other Loan
Document, the liability for payment of the Revolving Credit Loans and other Obligations and for the
payment and performance of all other agreements, covenants and obligations contained herein or in
any of the other Loan Documents, shall be the full recourse obligations of the Borrowers. 15.18 Governing Law; Consent to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE;
PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING
UNDER FEDERAL LAW. (b) EACH PARTY HERETO HEREBY CONSENTS, UNCONDITIONALLY AND IRREVOCABLY, TO THE NONEXCLUSIVE
JURISDICTION OF THE FEDERAL AND STATE COURTS OF THE STATE OF NEW YORK AND WAIVES ANY OBJECTION
BASED ON VENUE OR FORUM NON CONVENIENS WITH RESPECT TO ANY PROCEEDING RELATING TO ANY MATTER, CLAIM
OR DISPUTE ARISING UNDER THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT,
TORT, EQUITY OR OTHERWISE OTHER THAN PURSUIT OF A JUDGMENT ON A NOTE WHERE SUIT IS ALSO BROUGHT IN
THE STATE WHERE ANY COMPANY-OWNED PROPERTY IS LOCATED TO TAKE JURISDICTION OF SUCH COMPANY-OWNED
PROPERTY. EACH BORROWER FURTHER CONSENTS, GENERALLY, UNCONDITIONALLY AND IRREVOCABLY, TO THE
NONEXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS OF EACH STATE WHERE ANY COMPANY-OWNED
PROPERTY IS LOCATED IN RESPECT OF ANY PROCEEDING RELATING TO ANY MATTER, CLAIM OR DISPUTE ARISING
WITH RESPECT TO SUCH COMPANY-OWNED PROPERTY INCLUDING BUT NOT LIMITED TO FORECLOSURES, AND EACH
BORROWER AGREES THAT ADMINISTRATIVE AGENT AND LENDERS SHALL HAVE THE RIGHT TO BRING ANY ACTION OR
PROCEEDING AGAINST ANY BORROWER OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION WHICH
ADMINISTRATIVE AGENT OR LENDERS DEEM NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL
OR OTHER SECURITY FOR THE OBLIGATIONS OR TO OTHERWISE ENFORCE ITS RIGHTS AGAINST ANY BORROWER, ANY
OTHER BORROWER OR THEIR RESPECTIVE PROPERTY. EACH BORROWER FURTHER IRREVOCABLY WAIVES PERSONAL
SERVICE OF ANY AND 84




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##### 



ALL PROCESS UPON IT AND CONSENTS TO THE SERVICE OF PROCESS, GENERALLY, UNCONDITIONALLY AND
IRREVOCABLY, AT THE ADDRESSES SET FORTH HEREIN IN CONNECTION WITH ANY OF THE AFORESAID PROCEEDINGS
IN ACCORDANCE WITH THE RULES APPLICABLE TO SUCH PROCEEDINGS. TO THE EXTENT PERMITTED BY APPLICABLE
LAW, EACH BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW HAVE OR HAVE IN THE
FUTURE TO THE LAYING OF VENUE IN RESPECT OF ANY OF THE AFORESAID PROCEEDINGS BROUGHT IN THE COURTS
REFERRED TO ABOVE AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING HEREIN
SHALL AFFECT THE RIGHT OF ADMINISTRATIVE AGENT AND LENDERS TO SERVE PROCESS IN ANY MANNER PERMITTED
BY LAW OR TO COMMENCE PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY BORROWER IN ANY JURISDICTION.
TO THE EXTENT THAT ANY BORROWER HAS OR MAY HEREAFTER ACQUIRE ANY IMMUNITY FROM THE JURISDICTION OF
ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO
JUDGEMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ANY BORROWER OR
ANY BORROWERS PROPERTY, EACH BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THIS AGREEMENT. 15.19 Waiver of Right to Trial by Jury and Other Rights. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES THE RIGHT TO TRIAL BY JURY AND ANY RIGHT OR CLAIM TO ANY CONSEQUENTIAL
DAMAGES, EXEMPLARY DAMAGES, EXPECTANCY DAMAGES, SPECIAL DAMAGES AND GENERAL DAMAGES IN RESPECT OF
ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN) OR ACTION OF ANY PARTY
OR ANY EXERCISE BY ANY PARTY OF THEIR RESPECTIVE RIGHTS HEREUNDER OR IN ANY WAY RELATING TO ANY
LOAN OR ANY PROPERTY (INCLUDING ANY ACTION TO RESCIND OR CANCEL THIS AGREEMENT, AND ANY CLAIM OR
DEFENSE ASSERTING THAT THIS AGREEMENT WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE).
THIS WAIVER IS A MATERIAL INDUCEMENT FOR ADMINISTRATIVE AGENT AND LENDERS TO ENTER INTO THIS
AGREEMENT AND TO MAKE THE REVOLVING CREDIT LOAN BORROWINGS. 15.20 Time of the Essence. For all payments to be made and all obligations to be performed under the Loan Documents, time
is of the essence. 85




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##### 



15.21 Joint and Several Liability of Borrowers. The liability of all Borrowers hereunder, under the Notes and under each other Loan Document
shall be joint and several. Each Borrower shall be primarily and directly liable hereunder, under
the Notes and under each other Loan Document. 15.22 Patriot Act Notice. Each Lender and the Administrative Agent (for itself and not on behalf of any other party)
hereby notifies the Borrowers that, pursuant to the requirements of the USA Patriot Act, Title III
of Pub. L. 107-56, signed into law on October 26, 2001 (the Patriot Act), it is required
to obtain, verify and record information that identifies the Borrower, which information includes
the name and address of the Borrowers and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify the Borrowers in accordance with the Patriot Act. 86




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##### 



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written. FAMOUS DAVES OF AMERICA, INC.,a Minnesota corporationBy: /s/ Diana PurcelName: Diana PurcelTitle: Vice President and Chief Financial OfficerD&D OF MINNESOTA, INC.,a Minnesota corporationBy: /s/Diana PurcelName: Diana PurcelTitle: Vice President and Chief Financial OfficerLAKE & HENNEPIN BBQ AND BLUES, INC.,a Minnesota corporationBy: /s/ Diana PurcelName: Diana PurcelTitle: Vice President and Chief Financial OfficerFAMOUS DAVES RIBS, INC.,a Minnesota corporationBy: /s/ Diana PurcelName: Diana PurcelTitle: Vice President and Chief Financial OfficerFAMOUS DAVES RIBS-U, INC.,a Minnesota corporationBy: /s/ Diana PurcelName: Diana PurcelTitle: Vice President and Chief Financial Officer
 S -  1




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##### 



FAMOUS DAVES RIBS OF MARYLAND,INC.,a Minnesota corporationBy: /s/ Christopher ODonnellName: Christopher ODonnellTitle: PresidentWELLS FARGO BANK, NATIONALASSOCIATION, as Administrative Agent and as a LenderBy: /s/ Brian J. RoachName: Brian J. RoachTitle: Managing DirectorBy: /s/ James Kendrick Noble IIIName: James Kendrick Noble IIITitle: Managing Director
 S -  2




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##### 



SCHEDULE 2.01 COMMITMENTS
AND PRO RATA SHARES Lender
    
    Commitment

    
    Pro Rata ShareWells Fargo Bank, National Association
    
    $
    10,000,000.00
    
    
    
    100
    %Total
    
    $
    10,000,000.00
    
    
    
    100
    %
 1




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##### 



SCHEDULE 5.05 INDEBTEDNESS AS OF THE CLOSING DATE Notes Payable to GE Capital Franchise Finance Corp.
    
    $
    12,360,856.24Capital Equipment Leases with various lessors
    
    $
    112,775.79Finance Leases with GE Capital Franchise Finance Corp.
    
    $
    4,500,000.00
 1




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##### 



SCHEDULE 506 LITIGATION Famous Daves of America was served with a third party complaint in connection with a lease dispute
with a FDA franchisee, Best Que, LLC, in which the Landlord of the franchisee site is attempting to
enforce a guaranty for the franchisees obligations under the lease. There has been severe
casualty damage at the site which has not been repaired. Famous Daves recently settled the
lawsuit for $325,000.00, and obtained a full release from the Landlord. Famous Daves has recourse
against the franchisee for all amounts which were paid by Famous Daves under this settlement,
which Famous Daves will be pursuing by separate action. 1




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##### 



SCHEDULE 5.11 TAX LIENS AND WAIVERS Tax Liens
    
    NONETax Waivers
    
    NONE
 1




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##### 



SCHEDULE 5.13 MERGERS, ETC., SUBSIDIARIES AND
OTHER EQUITY INVESTMENTS Part (a).Mergers, Consolidations, Acquisitions, Other Names. Famous Daves and Ribs acquired substantially all of the assets of the Red River restaurant group
relating to four (4) restaurants located in Maryland and Virginia during 2000. Part (b).   Subsidiaries The following Borrowers are subsidiaries of Famous Daves of America, Inc.: D&D of Minnesota, Inc. Lake & Hennepin BBQ and Blues, Inc. Famous Daves Ribs, Inc. Famous Daves Ribs-U, Inc. Famous Daves ribs of Maryland, Inc. is a subsidiary of Famous Daves Ribs, Inc. The Borrowers have the following additional subsidiaries that are not Borrowers: Minwood Partners, Inc., a Delaware corporation is wholly owned by Famous Daves of America, Inc. FDA Properties, Inc., a Delaware corporation, is wholly owned by Famous Daves of American, Inc. Famous Daves Properties of Texas, Inc., a Texas corporation is wholly owned by FDA Properties,
Inc. FD Ribs of Texas, Inc. , a Texas corporation is wholly owned by Famous Daves RIBS, Inc. FDA Properties of Texas, LP, a Texas limited partnership Famous Daves of America, Inc. is the limited
partner
Famous Daves Properties of Texas, Inc., a Texas corporation, is the General partner Famous Daves Ribs of Texas, LP, a Texas limited partnership Famous Daves RIBS, Inc., is the limited partner
FD Ribs of Texas, Inc is the General partner 1




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##### 



Part (c). Other Equity Investments. None 2




---



##### 



SCHEDULE 5.17 OTHER BUSINESSES NONE 1




---



##### 



SCHEDULE 5.18 TRANSACTIONS WITH AFFILIATES David Anderson operates a restaurant in Haywood, Wisconsin as a franchisee of Famous Daves of
America, Inc. 1




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##### 



SCHEDULE 5.21 EXISTING AGREEMENTS REGARDING DISPOSITIONS NONE 1




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##### 



SCHEDULE 5.22 PRINCIPAL AGREEMENTS Letter Agreement dated October 29, 2004 between Famous Daves of America, Inc. and Hormel Foods
Corporation relating to pork supplies. 1




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##### 



SCHEDULE 5.24 IP RIGHTS Serial No./RegistrationOwner
    
    
    Mark
    
    
    No.
    
    
    Registration DateFamous Daves of
America, Inc.
    
    
    TEXAS MANHANDLER
(Stylized)
    
    
    
    78385398
    
    
    
    PendingFamous Daves of
America, Inc.
    
    
    REAL HONEST
BARBEQUE (Stylized)
    
    
    
    78385186
    
    
    
    PendingFamous Daves of
America, Inc.
    
    
    THE ABSOLUTE BEST
BAR-B-QUE EVER!
(Stylized)
    
    
    
    76559431
    
    
    
    PendingFamous Daves of
America, Inc.
    
    
    BAR-B-Q TO GO (&
Design)
    
    
    
    76503073
    
    
    
    PendingFamous Daves of
America, Inc.
    
    
    GRAB A LOAD & HIT
THE ROAD
    
    
    
    2810368
    
    
    
    RegisteredFamous Daves of
America, Inc.
    
    
    IF YOURE LICKIN
YOUR LIPS, YOURE
LICKIN THE BLUES.
    
    
    
    2501844
    
    
    
    RegisteredFamous Daves of
America, Inc.
    
    
    PLEASE LIMIT
FINGER-LICKIN TO
YOUR OWN HANDS
    
    
    
    2762186
    
    
    
    RegisteredFamous Daves of
America, Inc.
    
    
    WEAR LOSE PANTS
    
    
    
    2453214
    
    
    
    RegisteredFamous Daves of
America, Inc.
    
    
    FAMOUS DAVES
    
    
    
    2461570
    
    
    
    RegisteredFamous Daves of
America, Inc.
    
    
    FAMOUS DAVES
    
    
    
    2457218
    
    
    
    RegisteredFamous Daves of
America, Inc.
    
    
    DEVILS SPIT
    
    
    
    2283165
    
    
    
    RegisteredFamous Daves of
America, Inc.
    
    
    HOME OF THE BIG SLAB
    
    
    
    2417905
    
    
    
    RegisteredFamous Daves of
America, Inc.
    
    
    SWEET HOME CHICAGO
    
    
    
    2336602
    
    
    
    RegisteredFamous Daves of
America, Inc.
    
    
    FAMOUS DAVES
(Stylized)
    
    
    
    2360550
    
    
    
    RegisteredFamous Daves of
America, Inc.
    
    
    FAMOUS DAVES
(Stylized)
    
    
    
    2364913
    
    
    
    RegisteredFamous Daves of
America, Inc.
    
    
    LEGENDARY PIT
BAR-B-QUE
    
    
    
    75333105
    
    
    
    PendingFamous Daves of
America, Inc.
    
    
    FAMOUS DAVES (&
Design)
    
    
    
    2187168
    
    
    
    RegisteredFamous Daves of
America, Inc.
    
    
    FAMOUS DAVES (&
Design)
    
    
    
    2170880
    
    
    
    RegisteredFamous Daves of
America, Inc.
    
    
    FAMOUS DAVES BAR B
QUE (& Design)
    
    
    
    2170879
    
    
    
    RegisteredFamous Daves of
America, Inc.
    
    
    FAMOUS DAVES BBQ
SHACK (& Design)
    
    
    
    2163463
    
    
    
    RegisteredFamous Daves of
America, Inc.
    
    
    FAMOUS DAVES BAR B
QUE (& Design)
    
    
    
    2161520
    
    
    
    Registered
 1




---



##### 



Serial No./RegistrationOwner
    
    
    Mark
    
    
    No.
    
    
    Registration DateFamous Daves of
America, Inc.
    
    
    FAMOUS DAVES BBQ
SHACK (& Design)
    
    
    
    2170878
    
    
    
    RegisteredFamous Daves of
America, Inc.
    
    
    DESIGN ONLY
    
    
    
    2233234
    
    
    
    RegisteredFamous Daves of
America, Inc.
    
    
    BUTT-ROCKIN BLUES
    
    
    
    2265793
    
    
    
    RegisteredFamous Daves of
America, Inc.
    
    
    IM NOT FAMOUS,
ITS THE RIBS
    
    
    
    2160936
    
    
    
    RegisteredFamous Daves of
America, Inc.
    
    
    MAY YOU ALWAYS BE
SURROUNDED BY GOOD
FRIENDS AND GREAT
BARBEQUE
    
    
    
    2196326
    
    
    
    RegisteredFamous Daves of
America, Inc.
    
    
    FAMOUS DAVES BBQ
SAUCE
    
    
    
    2073251
    
    
    
    RegisteredFamous Daves of
America, Inc.
    
    
    GOLDEN SPIT ROASTED
    
    
    
    2013653
    
    
    
    RegisteredFamous Daves of
America, Inc.
    
    
    RICH & SASSY
    
    
    
    2076892
    
    
    
    RegisteredFamous Daves of
America, Inc.
    
    
    FAMOUS DAVES BBQ
SHACK
    
    
    
    2013652
    
    
    
    RegisteredFamous Daves of
America, Inc.
    
    
    ALL AMERICAN BBQ
FEAST
    
    
    
    2015372
    
    
    
    RegisteredFamous Daves of
America, Inc.
    
    
    MAY YOU ALWAYS BE
SURROUNDED BY GOOD
FRIENDS & GREAT BBQ
    
    
    
    2042996
    
    
    
    Registered
 Common Law Marks
SWEET & ZESTY
A REMOTE DINING PARADISE...JUST NORTH OF NOWHERE
WHEN YOURE LICKIN YOUR LIPS, YOURE LICKIN THE BLUES
HOT & SASSY (Stylized)
SQUEALS ON WHEELS
BEST BURGERS IN TOWN
JUMPIN, JUKEN & JIVEN
RIBALICIOUS
HOG HEAVEN UNIVERSITY
THREE STEPS SIMPLE
PIGNIC
HICKORY PIT ROASTED BARBEQUE
HOT STUFF Foreign Marks Serial No./RegistrationOwner
    
    
    Mark
    
    
    No.
    
    
    Registration DateFamous Daves of
America, Inc.
    
    
    FAMOUS DAVES
    
    
    Community Trademark
2209070
    
    
    RegisteredFamous Daves of
America, Inc.
    
    
    FAMOUS DAVES
    
    
    Japanese Trademark
4581845
    
    
    Registered
 2




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##### 



SCHEDULE 5.25 BROKERS AND FINANCIAL ADVISORS NONE 1




---



##### 



SCHEDULE 6.07 INSURANCE REQUIREMENTS I. All hazard, flood business interruption, boiler and machinery, earthquake, and other appropriate
policies must contain a standard mortgagees loss clause commonly accepted by private institutional
investors. The mortgagee clause on all insurance policies must name Wells Fargo Bank, National
Association, as Administrative Agent for itself and other Lenders, its successors, and/or assigns
as their interests may appear as the Lender. Borrowers must provide evidence that the premium for
any required insurance policy has been paid in full for one (1) year as of the funding date and
Borrowers will be required to provided similar evidence on an annual basis thereafter. As proof of
payment, a copy of a paid receipt must be provided. All policies must contain a clause which will
prohibit the cancellation of, or material changes to the policy without thirty (30) days notice to
Wells Fargo Bank, National Association, as Administrative Agent for itself and other Lenders, its
successors and/or assigns. No insurance policy may provide for assessments to be made against any servicer, the Administrative
Agent or Lenders. If a policy permits assessments against others, such assessments must not result
in a lien against any Property. All insurance coverage must comply with applicable insurance laws
and the requirements of the Loan Documents. All property damage insurance policies (except for general boiler and machinery policy) must
provide for claims to be made on an occurrence basis. Claims under a general boiler and machinery
policy must be made on an accident basis. The following are the minimum levels of insurance that must be obtained, regardless of the cost of
coverage. Borrowers, at their sole cost and expense, for the mutual benefit of Borrowers, Administrative
Agent and each Lender, shall obtain and maintain during the entire term of the Revolving Credit
Loan the following policies of insurance: (1) Fire and Lightening Insurance: Loss or damage caused by fire and
lightening to the property and improvements. (2) Risk Insurance: All risks perils (as generally defined by the insurance
industry) to each Company-Owned Property and improvements, including but not limited to the
perils of windstorm, vandalism and collapse. (3) Flood Insurance: If any Company-Owned Property is located in an area
identified by the Federal Emergency Management Agency as an area having special flood
hazards and in which flood insurance is made available under the National Flood Insurance
Program, then flood insurance equal to the outstanding principal amount of the Revolving
Credit Loan (or such lesser amount as Administrative Agent shall require in its Sole
Discretion) must be obtained during the full term of the Revolving Credit Loan. 1




---



##### 



(4) Earthquake Insurance: If any Company-Owned Property is in an area
designated as a high probable earthquake area as defined by the insurance industry or other
experts, then earthquake insurance in an amount equal to the probable maximum loss
percentage (PML%) applied against the 100% building damage replacement cost value as
established in the property appraisal and the annual income figure, as determined by
Administrative Agent. The insurance must be obtained and maintained during the full term of
the Revolving Credit Loans. (Other expert shall be defined as a professional engineer.
Such professional engineer should include in his/her report a resume evidencing his/her
experience in this specialty area and property type.) However, such insurance shall not be
required if an approved Probable Maximum Loss (PML) study reveals that the PML for
the applicable Property is less than 10% of the replacement cost. (5) Boiler and Machinery Insurance: If any Company-Owned Property contains any
boilers or other pressure vessels, then boiler and machinery insurance (without exclusion
for explosion) shall be obtained and maintained on such Company-Owned Property and
improvements in the full amount of the loan or 25% of the replacement cost, whichever is
less. (6) Business Interruption/Loss of Rental Income Insurance: Business
Interruption and/or loss of rental income insurance in an amount sufficient to provide
proceeds which will cover a period of not less than 12 months commencing at the time of
loss, which time periods are subject to change at Administrative Agents Sole Discretion, or
the actual loss sustained during the term of restoration. Such business interruption or
loss of rental income insurance shall be in an amount sufficient to cover all operating
expenses including any management fees and applicable reserve deposits plus debt service.
The perils covered by this loss of income insurance shall be the same as those accepted on
the real property including flood and earthquake as necessary. (7) Sinkhole and Mine Subsidence Insurance: Sinkhole and mine subsidence
insurance shall be obtained and maintained if in the opinion of a professional engineer,
whose resume shows evidence of his/her experience in this professional area, that there is a
foreseeable risk of loss due to this hazard. If necessary, as determined by the engineer,
the mortgagor shall maintain coverage in the full principal amount of the loan. (8) Comprehensive General Liability Insurance: Comprehensive general liability
insurance including bodily injury, death, liquor law, auto, and property damage liability
and excess and/or umbrella liability insurance shall be obtained and maintained against any
and all claims including all legal liability imposed upon Borrower and all court costs and
attorneys fees connected with the ownership, operation and maintenance of each
Company-Owned Property and all building equipment. (9) Statutory Workers Compensation Insurance: Statutory workers compensation
insurance is required in an amount which is at least customary for employers insuring
similar risks. (10) Environmental Insurance: An environmental policy may be required covering
environmental risks on a per store basis with terms and conditions acceptable to 2




---



##### 



the Administrative Agent. Any such policy will be non-exclusionary and arranged by the
Administrative Agent, at the Borrowers expense. Administrative Agent shall have received
evidence satisfactory to Administrative Agent that no environmental condition exists, or
potentially may exist, at any Company-Owned Property. Administrative Agent shall have tests
conducted, at Borrowers expense, necessary to provide such evidence. (11) Other: Administrative Agent may require other special insurance policies
depending on the individual loan.  (A)
    In the event of any loss or casualty covered by the policies
listed above, the loss shall be due and payable as provided in this Agreement.(B)
    All property damage policies listed above shall contain:  (1)
    Replacement cost endorsement;(2)
    Agreed amount endorsement or no co-insurance
requirement;(3)
    Act of municipal authority coverage (building
ordinance or law/increased cost of construction or demolition) if the
Company-Owned Property is non-conforming with respect to zoning
requirements;(4)
    All perils and flood and earthquake deductible
acceptable to Administrative Agent;(5)
    All Claims are to be covered on an occurrence
basis, except for claims for boiler and machinery coverage, which shall
be made on an accident basis; and(6)
    Indication of a limit of liability applicable
to the building and its insurable improvements of not less than amounts
acceptable to Administrative Agent.  (C)
    The insurer shall be an insurance company duly qualified as
such under the laws of the states in which each Company-Owned Property is
located and duly authorized and licensed in such states to transact the
applicable insurance business and to write the insurance provided. The insurer
shall be rated A/X or better by A. M. Best and A or better by Standard & Poors
as to claims paying ability. II. All insurance and condemnation proceeds will be payable as provided in this Agreement. 3




---



##### 



SCHEDULE 6.14 BANKS Wells Fargo Bank, N.A. U.S. Bank National Association 1




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##### 



SCHEDULE 7.01 EXISTING LIENS Liens listed on Schedule 5.11 Liens Securing Notes Payable to GE Capital Franchise Finance Corp. Liens securing Capital Equipment Leases with various lessors Liens securing Finance Leases with GE Capital Franchise Finance Corp. 1




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##### 



SCHEDULE 7.03 PERMITTED INDEBTEDNESS Indebtedness in existence on the Closing Date and listed on Schedule 5.05. Indebtedness to Lenders under this Agreement. Capitalized Leases not to exceed $1,000,000 in the aggregate over the term of this Agreement. Other Indebtedness (including Indebtedness secured by Liens permitted under Section
7.01(h)) not to exceed $1,000,000 at any time outstanding in the aggregate for all Borrowers
and their Subsidiaries. 1




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##### 



SCHEDULE 15.02 ADMINISTRATIVE AGENT OFFICE, CERTAIN ADDRESSES FOR NOTICES
 BORROWERS:
c/o Famous Daves of America, Inc.
8091 Wallace Road
Eden Prairie, Minnesota 55344
Attention: Diana G. Purcel
Telephone: (952) 294-1330
Facsimile: (952) 294-1310 ADMINISTRATIVE AGENT: Administrative Agents Office
(for payments and Requests for Credit Extensions): Wells Fargo Bank, National Association
5938 Priestly Drive
Suite 200
Carlsbad, California 92008
Attention: Brian Roach, Managing Director
Telephone: 760-918-2716
Facsimile: 760-918-2727
Electronic Mail: roachbrj@wellsfargo.com Other Notices as Administrative Agent: Wells Fargo Bank, National Association
5938 Priestly Drive
Suite 200
Carlsbad, California 92008
Attention: Brian Roach, Managing Director
Telephone: 760-918-2716
Facsimile: 760-918-2727
Electronic Mail: roachbrj@wellsfargo.com 1




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##### 



WELLS FARGO: Wells Fargo Bank, National Association
5938 Priestly Drive
Suite 200
Carlsbad, California 92008
Attention: Brian Roach, Managing Director
Telephone: 760-918-2716
Facsimile: 760-918-2727
Electronic Mail: roachbrj@wellsfargo.com 2




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##### 



EXHIBIT A FORM OF REVOLVING CREDIT LOAN NOTICE Date: , To: Wells Fargo Bank, National Association, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of January 28, 2005 (as amended,
restated, extended, supplemented or otherwise modified in writing from time to time, the
Agreement; the terms defined therein being used herein as therein defined), among Famous
Daves of America, Inc., a Minnesota corporation D&D of Minnesota, Inc., a Minnesota corporation,
Lake & Hennepin BBQ and Blues, Inc, a Minnesota corporation, Famous Daves Ribs, Inc., a Minnesota
corporation, Famous Daves Ribs-U, Inc, a Minnesota corporation and Famous Daves Ribs of Maryland,
Inc., a Minnesota corporation (collectively, the Borrowers and each individually, a
Borrower), the Lenders from time to time party thereto, and Wells Fargo Bank, National
Association, as Administrative Agent, Lender. The undersigned hereby requests (select one): o A Borrowing of Revolving Credit Loans o A conversion or continuation of
                                                                        Revolving Credit Loans  1.
    On (a Business Day).2.
    In the amount of $.3.
    Comprised of .
                         [Type of Revolving Credit Loan requested]4.
    If based on the Adjusted Eurodollar Rate, for an interest period of  months. The Revolving Credit Loan Borrowing requested herein complies with the proviso to the first
sentence of Section 2.01 of the Agreement. FAMOUS DAVES OF AMERICA, INC.,a Minnesota corporation,By:Name:Title:
 A-1

Form of Revolving Credit Loan Notice




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##### 



D&D OF MINNESOTA, INC.,a Minnesota corporation,By:Name:Title:LAKE & HENNEPIN BBQ AND BLUES, INC.,a Minnesota corporation,By:Name:Title:FAMOUS DAVES RIBS, INC.,a Minnesota corporation,By:Name:Title:FAMOUS DAVES RIBS-U, INC.,a Minnesota corporation,By:Name:Title:FAMOUS DAVES RIBS OF MARYLAND,INC.,a Minnesota corporation,By:Name:Title:
 A-2
Form of Revolving Credit Loan Notice




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##### 



EXHIBIT B LIST OF COMPANY-OWNED PROPERTIES See Attached Owned/Leased
    
    
    State
    
    
    Store #
    
    
    Location
    
    
    AddressOwned - Famous
Daves Ribs, Inc.,
a Minnesota
corporation
    
    

AR
    
    
    
    2066
    
    
    
    Rogers, AR
    
    
    609 N 46th Rogers, AR 72756Leased - Famous
Daves Ribs, a
Minnesota
corporation
    
    
    IA
    
    
    
    2017
    
    
    
    Des Moines (West)
    
    
    1720 22nd St. West Des Moines, IA
50266IA
    
    
    
    2022
    
    
    
    Des Moines (Merle
Hay)
    
    
    4351 Merle Hay Rd. Des Moines, IA
50310IA
    
    
    
    2032
    
    
    
    Cedar Falls
    
    
    6222 University Ave., Cedar Falls,
IA 50613Leased - Famous
Daves Ribs, a
Minnesota
corporation
    
    
    VA
    
    
    
    2038
    
    
    
    Woodbridge (Potomac
Mills)
    
    
    2430 Prince William Pkwy
Woodbridge, VA. 22192VA
    
    
    
    2048
    
    
    
    Sterling, VA
    
    
    21080 Southbank St. Sterling VA.
20165VA
    
    
    
    2049
    
    
    
    Oakton, VA.
    
    
    2910 Chain Bridge Rd. Oakton, VA
22124Leased - Famous
Daves Ribs-U,
Inc., a Minnesota
corporation
    
    
    IL
    
    
    
    2024
    
    
    
    Naperville
    
    
    1126 East Ogden, Naperville, IL
60563IL
    
    
    
    2037
    
    
    
    Vernon Hills
    
    
    99 Townline Road Vernon Hills, IL
60061IL
    
    
    
    2042
    
    
    
    Yorktown (Lombard)
    
    

206 B Yorktown Center, Lombard IL
60148IL
    
    
    
    2043
    
    
    
    No. Riverside
    
    
    7201 W. 25th St. North Riverside,
IL 60546IL
    
    
    
    2044
    
    
    
    Streamwood, IL
    
    
    948 So. Barrington Rd. Streamwood,
IL 60107IL
    
    
    
    2045
    
    
    
    Carpentersville
    
    
    113 S. Western Ave
Carpentersville, IL 60110-1737IL
    
    
    
    2051
    
    
    
    Palatine, IL
    
    
    1101 E. Dundee Rd Palatine, IL
60067IL
    
    
    
    2056
    
    
    
    Orland Park, IL
    
    
    15657 South Harlem Ave Orland
Park, IL 60462-5118Leased - Famous
Daves Ribs of
Maryland, Inc., a
Minnesota
corporation
    
    
    MD
    
    
    
    2039
    
    
    
    Frederick
    
    
    1003 West Patrick St. Frederick,
MD. 21703MD
    
    
    
    2040
    
    
    
    Columbia
    
    
    6201 Columbia Crossing CircleColumbia, MD. 21045MD
    
    
    
    2041
    
    
    
    Annapolis
    
    
    181 Jennifer Road Annapolis, MD.
21401
 B-1
List of Fee Company-Owned Properties




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##### 



Owned/Leased
    
    
    State
    
    
    Store #
    
    
    Location
    
    
    AddressMD
    
    
    
    2050
    
    
    
    Laurel, MD
    
    
    14140 Baltimore Ave Laurel, MD
20707-5007MD
    
    
    
    2054
    
    
    
    Gaithersburg, MD
    
    
    917 Quince Orchard Rd.
Gaithersburg, MD 20878-1906Leased - Lake &
Hennepin BBQ &
Blues, Inc., a
Minnesota
corporation
    
    
    MN
    
    
    
    2003
    
    
    
    Calhoun Square
    
    
    3001 Hennepin Ave. Mpls., MN 55408Leased - Famous
Daves of America,
Inc., a Minnesota
corporation
    
    
    MN
    
    
    
    2002
    
    
    
    Roseville
    
    
    2131 Snelling Ave., Roseville, MN
55113MN
    
    
    
    2005
    
    
    
    Highland Park (St.
Paul)
    
    
    1930 W. 7th St., St. Paul, MN 55116MN
    
    
    
    2008
    
    
    
    Forest Lake
    
    
    43 19th St. SW, Forest Lake, MN
55025MN
    
    
    
    2011
    
    
    
    St. Paul (west)
    
    
    2079 S. Robert St. West St.Paul,
MN. 55118MN
    
    
    
    2016
    
    
    
    Plymouth
    
    
    11308 Highway 55, Plymouth, MN
55441MN
    
    
    
    2031
    
    
    
    Bloomington, MN
    
    
    5101 W. 98th St. Bloomington, MN
55437with Liens per
the UCC Lien Search
results spreadsheet
- Termination
requiredJust an FYI -
The spreadsheet
below was based on
the lease documents
submitted by
Borrower.The FF&E in these
locations may not
be used as WFB
collateral since it
is not owned by the
Borrowing entities.Location
    
    
    Owned/
Leased
    
    
    Entity
    
    
    Notes
    
    
    CommentsLaCrosse, WI
    
    
    Owned
    
    
    FD Ribs
    
    
    Per Lease dated
5/28/00 between
Famous Daves Ribs,
Inc., as LL, and
Michaels First
LLC, as Tenant, LL
also sold the
furniture, fixture
and equipt to
Tenant, with LL
having the ROFR in
the event the
Tenant sells the
FF&E upon lease
termination.
    
    
    Personal property currently
owned by Michaels First LLC
(Tenant). FF&E cannot be WFB
collateral.
 B-2
List of Fee Company-Owned Properties




---



##### 



Location
    
    
    Owned/
Leased
    
    
    Entity
    
    
    Notes
    
    
    CommentsAlpharetta, GA
    
    
    Leased
    
    
    FD Ribs
    
    
    Per the Sublease
Agreement dated as
of September 19,
2003, Famous Daves
Ribs, Inc., a
MInnesota
corporation (Tenant
under the Prime
Lease dated 10/7/02
with CP Venture Two
LLC, a limited
liability company
as LL) subleased
the premises &
improvements to
Famous Daves Ribs
of Alpharetta, LLC
(Sublessee).
SNDA executed by
the State of
California Public
Employees
Retirement System,
as fee LL Lender.
    
    
    Personal property currently
owned (Tenant/Franchisee). FF&E
cannot be WFB collateral.Marietta, GA
    
    
    Leased
    
    
    FD Ribs
    
    
    Per the Sublease
Agreement dated as
of September 19,
2003, Famous Daves
Ribs, Inc., a
MInnesota
corporation (Tenant
under the Prime
Lease dated 10/1/02
with Wildwood
Associates, a
Georgia general
partnership, as LL)
subleased the
premises &
improvements to
Famous Ribs of
Marietta, LLC
(Sublessee). LL
Consent to the
Sublease dated
10/27/03.
    
    
    Personal property currently
owned (Tenant/Franchisee). FF&E
cannot be WFB collateral.
 B-3
List of Fee Company-Owned Properties




---



##### 



Location
    
    
    Owned/
Leased
    
    
    Entity
    
    
    Notes
    
    
    CommentsSnellville, GA
    
    
    Leased
    
    
    FD Ribs
    
    
    Per the Sublease
Agreement dated as
of September 19,
2003, Famous Daves
Ribs, Inc., a
Minnesota
corporation (Tenant
under the Prime
Lease dated
11/11/02 with U.S.
Restaurant
Properties
Operating L.P., a
DE limited
partnership, as LL)
subleased the
premises &
improvements to
Famous Ribs of
Snellville, LLC, a
Georgia limited
liability company
(Sublessee).
FF&E is owned by
U.S. Restaurant
Properties
Operating L.P., a
DE limited
partnership and
leased to Famous
Daves Ribs, Inc.
(Tenant under the
Prime Lease).
An SNDA dated
12/5/02 was
executed by Wells
Fargo Minnesota,
N.A., as Indenture
Trustee (fee
Lender) to Famous
Daves Ribs,
Inc.(Tenant).
    
    
    FF&E owned by USRP. Cannot
be used as WFB collateral
 B-4
List of Fee Company-Owned Properties




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##### 



EXHIBIT C LIST OF FRANCHISED PROPERTIES See Attached Franchise Restaurants Store Code
    
    
    Franchise
    
    
    Opening
    
    
    Location
    
    
    Shack/F Serv
    
    
    Phone
    
    
    Fax
    
    
    Address3073
    
    

Famous Ribs 12/22/02
    
    
    11/18/2003
    
    

Alpharetta,
GA (Northpinte)
    
    
    FS Lodge
    
    
    678-566-1002
    
    
    678-566-1941
    
    
    6400 North Point Pkwy Alpharetta, GA 300223028
    
    

Team R n B, LLC
    
    
    1/29/2002
    
    
    Appleton, WI.(10/20/97)
    
    
    FS Shack
    
    
    920-991-9700
    
    
    920-991-9730
    
    
    1170 Westhill Blvd. Appleton, WI. 549143014
    
    
    K&L Bar-B-Que
    
    
    7/30/2001
    
    

Augusta, GA
    
    
    FS Shack
    
    
    706-733-6155
    
    
    706-733-6156
    
    
    2821 Washington Rd. Augusta, GA 309093026
    
    
    BBQ Ventures
    
    
    2/11/2002
    
    
    Bellevue, NE
    
    
    FS Shack
    
    
    402-934-2300
    
    
    402-934-5614
    
    
    2015 Pratt Ave. Bellevue, NE. 681233030
    
    
    BBQ Ventures
    
    
    7/1/2002
    
    
    Benson Park, NE
    
    
    FS Shack
    
    
    402-333-6391
    
    
    402-932-3708
    
    
    7051 Ames St. Omaha, NE 681343035
    
    
    Rocky Mtn Ribs
    
    
    2/24/2003
    
    
    Billings, MT.
    
    

FS Lodge
    
    
    406-652-4880
    
    

TBA
    
    
    2883 King Ave West Billings, MT 591023080
    
    
    DTSG, Inc.
    
    
    4/19/2004
    
    
    Bismarck, ND
    
    
    FS Shack
    
    
    701-530-9800
    
    
    701-233-2485
    
    
    401 East Bismarck Expressway Bismarck, ND 585043090
    
    
    Rocky Mountain Ribs
    
    
    
    
    
    Bozeman, MT
    
    

Lodge
    
    
    
    
    
    
    
    
    1230 North 7th Avenue, Bozeman, MT 597153009
    
    
    Mercedes
    
    
    11/13/2000
    
    

Bloomington, IL
    
    
    FS Shack
    
    
    309-664-0044
    
    
    309-664-6805
    
    

1603 Mornssey Drive Bloomington, IL 617013036
    
    
    No Country BBQ
    
    
    6/9/2003
    
    
    Brick, NJ
    
    

FS Lodge
    
    
    732-262-7485
    
    
    732-264-7486
    
    
    950 Cedar Bridge Ave Brick Township, NJ 087233002
    
    
    Rib Kings
    
    
    3/15/2000
    

    
    Burnsville, MN
    
    
    CS Shack
    
    
    952-882-9933
    
    
    952-882-9963
    
    
    12721 Co Rd 5, Burnsville, MN 553373078
    
    
    Cedar Fair
    
    
    5/31/2004
    
    
    Cedar Point, OH
    
    
    FS Shack
    
    
    419-626-0830,3211
    
    
    419-627-2130
    
    
    1 Cedar Point Drive Sandusky, OH 448703049
    
    
    Desert Ribs
    
    
    9/20/2004
    
    
    Chandler, AZ
    
    
    Smokehouse
    
    
    480-782-1212
    
    
    480-782-0334
    
    
    3250 W. Frye Road Chandler, AZ 852243013
    
    
    Competition BBQ
    
    
    6/4/2001
    
    
    Cross Lake, MN
    
    
    CS Shack
    
    
    218-692-7427
    
    
    218-692-1445
    
    
    33816 Co. Rd. 3 Cross Lake, MN. 56442-40473049
    
    
    Desert Ribs
    
    
    9/20/2004
    
    
    Chandler, AZ
    
    
    Smokehouse
    
    
    480-782-1212
    
    
    480-782-6225
    
    

3250 W Frye Road Chandler, AZ 852243008
    
    
    Round Barn
    
    
    10/30/2000
    
    
    Champaign, IL
    
    
    FS Shack
    
    
    217-403-1166
    
    
    217-403-1162
    
    
    1900 Round Bam Rd Champaign, IL 618213044
    
    
    Famous Five Dining
    
    
    3/10/2003
    
    
    Chattanooga, TN
    
    
    FS Lodge
    
    
    423-954-3227
    
    
    423-954-3999
    
    
    2122 Gunbarrel Road Chattanooga, TN 374213042
    
    
    Barbecue Centures
    
    
    
    
    
    Council Bluffs, IA
    
    
    Lodge
    
    
    
    
    
    
    
    
    50 Arena Way, Council Bluffs, IA 515013010
    
    
    Elmore Foods
    
    
    7/22/2002
    
    
    Davenport, IA
    
    
    FS Shack
    
    
    563-388-8555
    
    
    563-388-7032
    
    
    1110 E. Kimberly Rd. Davenport, IA 528073027
    
    
    Competition BBQ
    
    
    5/13/2002
    
    
    Duluth, MN
    
    
    CS Shack
    
    
    218-740-3180
    
    
    218-740-3183
    
    

355 Lake Ave So Duluth, MN 558023066
    
    
    Michaels Second
    
    
    11/24/2003
    
    

Eau Claire, WI
    
    
    FS Shack
    
    
    715-835-2227
    
    
    715-839-9790
    
    

2911 Mall Drive Eau Claire, WI 547013025
    
    
    DTSG, inc
    
    
    6/17/2002
    
    
    Fargo, ND
    
    
    FS Shack
    
    
    701-282-8900
    
    
    701-282-3338
    
    

2581
45th St. SW Fargo, ND 581043056
    
    
    Big Ten Ribs, Inc
    
    
    12/8/2003
    
    

Flint, MI
    
    
    FS Shack
    
    
    810-720-4600
    
    
    810-720-4601
    
    

G-3558 Miller Road, Flint, MI 485073016
    
    
    Famous Five Dining
    
    
    10/1/2001
    
    
    Florence, Alabama
    
    
    FS Lodge
    
    
    256-764-4499
    
    
    256-764-8195
    
    
    212 Cox Creek Pkwy Florence, AL. 356303018
    
    
    Ribilicious
    
    
    5/20/2002
    
    
    Florence, Kentucky
    
    
    FS Shack
    
    
    859-647-7788
    
    
    859-647-2864
    
    
    4931 Houston Rd Florence, KY 410423068
    
    
    Famous Five Dining
    
    
    12/8/2003
    
    
    Franklin, TN
    
    
    FS Lodge
    
    
    615-778-1227
    
    
    615-778-7664
    
    
    7086 Bakers Bridge Rd Franklin, TN 370673079
    
    

Team RNB Michigan
    
    
    5/10/2004
    
    

Grandville, MI
    
    
    FS Shack
    
    
    616-301-7711
    
    
    616-301-7717
    
    

4505 Canal Ave Grandville, MI 494183087
    
    

Team R n B, LLC
    
    
    12/13/2004
    
    

Greenfield, WI
    
    
    FS Lodge
    
    
    414-727-1940
    
    
    
    
    
    5077 South 27th Street, Greenfield, WI 532213019
    
    
    Famous Five Dining
    
    
    12/3/2001
    
    
    Hermitage, TN
    
    
    FS Lodge
    
    
    615-882-0999
    
    
    615-882-0520
    
    
    5000 Old Hickory Blvd. Hermitage, TN 370763039
    
    
    No Country BBQ
    
    
    6/23/2003
    
    
    Hillsborough, NJ
    
    
    FS Lodge
    
    
    908-874-3323
    
    
    908-874-5976
    
    
    315 Route 206, Suite 502 Hillsborough, NJ 088443029
    
    

Ribs NBibs
    
    
    1/29/2002
    
    

Janesville, WI. (3/24/98)
    
    
    FS Shack
    
    
    608-757-8100
    
    
    608-757-8107
    
    
    3030 Milton Janesville, WI. 535453059
    
    
    Utah BBQ
    
    
    8/11/2003
    
    
    Jordans Landing, UT
    
    
    FS Lodge
    
    
    801-280-8844
    
    
    801-280-8824
    
    
    7273 S. Plaza Center Drive West Jordan, UT 840843050
    
    
    BBQ Ventures
    
    
    6/23/2003
    
    
    Kansas City, KS
    
    
    FS Lodge
    
    
    913-334-8646
    
    
    913-334-0700
    
    
    1320 Village West Pkwy Kansas City, KS 66111
 C-1
List of Leasehold Company-Owned Properties




---



##### 



Store Code
    
    
    Franchise
    
    
    Opening
    
    
    Location
    
    
    Shack/ F Serv
    
    
    Phone
    
    
    Fax
    
    
    Address3037
    
    
    Famous Five Dining
    
    
    12/11/2002
    
    

Knoxville, TN (CedarBluff)
    
    
    FS Lodge
    
    
    865-694-9990
    
    
    865-694-9915
    
    
    208 Advantage Drive Knoxville, TN 379223005
    
    

Michaels First
    
    
    12/12/1997
    
    

LaCrosse, WI
    
    
    FS Shack
    
    
    608-779-4100
    
    
    608-779-4110
    
    

3055 State Hwy. 16, LaCrosse, WI 546013061
    
    

Sonoran BBQ
    
    
    6/7/2004
    
    

LasVegas, NV
    
    

FS Lodge
    
    
    702-646-5631
    
    

702 646-1261
    
    
    1951 N Rainbow Blvd LasVeqas, NV 891083033
    
    
    Utah BBQ, Inc
    
    
    7/1/2002
    
    

Layton, UT (12/7/00)
    
    
    FS Lodge
    
    
    801-773-3994
    
    
    801-773-3997
    
    
    1977 North 1200 West Layton, UT 840413054
    
    
    Ribilicious
    
    
    8/4/2003
    
    
    Lexinqton, KY
    
    
    FS Shack
    
    
    859-266-1254
    
    
    859-266-1638
    
    

2299
Richmond Road, Lexington KY 405023004
    
    
    Old School BBQ
    
    
    6/23/1995
    
    
    Linden Hills, MN
    
    
    CS Shack
    
    
    612-929-1200
    
    
    612-929-2890
    
    
    4264 Upton Ave. S. Mpls., MN 554103034
    
    
    Derby Daves
    
    
    10/6/2003
    
    
    Louisville, KY
    
    
    FS Shack
    
    
    502-493-2812
    
    
    502-493-9898
    
    
    8605 Citadel Way Louisville, KY 402203023
    
    

Ribs N Bibs
    
    
    1/29/2002
    
    

Madison, WI. (8/18/97)
    
    
    FS Shack
    
    
    608-286-9400
    
    
    608-286-9402
    
    

900 South Park St. Madison, WI. 537153077
    
    
    Concord, BBQ
    
    
    
    
    
    Manhatten, KS
    
    
    Lodge
    
    
    
    
    
    
    
    
    910 Commons Place, Manhatten, KS 665033032
    
    
    Utah BBQ, Inc
    
    
    7/1/2002
    
    
    Midvale, UT (11/30/00)
    
    
    FS Lodge
    
    
    801-566-4442
    
    
    801-566-4443
    
    
    1166 E. Fort Union Blvd. Midvale, UT 840473020
    
    
    Mercedes
    
    
    12/3/2001
    
    
    Mishawaka, IN.
    
    
    FS Shack
    
    
    574-277-1888
    
    
    574-277-2444
    
    
    6402 No. Grape Rd. Mishawaka, IN. 465443055
    
    
    Comp BBQ
    
    
    7/14/2003
    
    

Mall
Of America
    
    
    FS Lodge
    
    
    952-854-0225
    
    
    952-854-4912
    
    
    320 South Ave Mall of America Bloomington, MN 554253040
    
    
    No Country BBQ
    
    
    9/13/2004
    
    
    Mays Landing, NJ
    
    
    FS Shack
    
    
    609-569-9910
    
    
    609-569-9912
    
    
    4215 Black Horse Pike Mays Landing, NJ 083303022
    
    
    No Country BBQ
    
    
    3/25/2002
    
    
    Mountainside, NJ
    
    
    FS Lodge
    
    
    908-232-5619
    
    
    908-232-5620
    
    
    1443 Route 22 East Mountainside, NJ 070923047
    
    

Ribs N Bibs
    
    
    8/23/2004
    
    

Muskegon, MI
    
    
    FS Shack
    
    
    231-799-9255
    
    
    231-799-9313
    
    

5710 S. Harvey St Muskeqon, MI 494443051
    
    
    No Country BBQ
    
    
    12/8/2003
    
    
    New Brunswick, NJ
    
    
    FS Lodge
    
    
    732-296-9009
    
    
    732-296-1071
    
    

23 U.S. Highway Route 1 New Brunswick, NJ 089013081
    
    
    Buckeye BBQ
    
    
    11/1/2004
    
    
    N. Olmstead, OH
    
    

Shack/ F Serv
    
    
    440-777-0200
    
    
    440-777-1200
    
    
    26410 Great Northern Shopping Center NorthOlmstead, OH 440703041
    
    
    BBQ Ventures
    
    
    11/18/2002
    
    
    Old Market, NE
    
    
    FS Shack
    
    
    402-614-9333
    
    
    402-614-7333
    
    
    1 101 Harney St Omaha, NE 681023011
    
    
    BBQ Ventures
    
    
    2/5/2000
    
    
    Omaha, NE
    
    

FS Lodge
    
    
    402-333-8001
    
    
    402-333-8025
    
    

17330 W. Center St Omaha, NE 681303075
    
    
    Rib Kinqs, Inc.
    
    
    10/18/2004
    
    
    Owatonna, MN
    
    

FS Lodge
    
    
    507-455-2900
    
    
    507-444-9700
    
    
    4355 W Frontage Road Owatonna, MN 550603003
    
    
    Eastport
    
    
    5/22/2000
    
    

E. Peoria, IL
    
    

FS Lodge
    
    
    309-694-0048
    
    
    309-694-1397
    
    
    703 Mariners Way, East Peoria, IL 616113021
    
    
    Eastport
    
    
    4/7/2003
    
    
    Peoria, IL (Grand Prairie Mall)
    
    
    FS Shack
    
    
    309-683-2663
    
    
    309-691-3326
    
    
    5201 W. War Memorial Blvd Peoria, IL 616153074
    
    

Famous
Ribs 12/12/02
    
    
    11/18/2003
    
    
    Powers Ferry, GA (Atlanta)
    
    
    FS Lodge
    
    
    770-933-8998
    
    
    770-933-9459
    
    
    1935 Powers Ferry Road Marietta, GA 303393024
    
    
    Competition BBQ
    
    
    12/13/2001
    
    
    Rochester, MN (02/23/98)
    
    
    FS Shack
    
    
    507-282-4200
    
    
    507-282-2393
    
    

431 NW 16th Ave. Rochester MN. 559013065
    
    

Elmore Foods
    
    
    9/6/2004
    
    
    Rockford, IL
    
    
    FS Shack
    
    
    815-636-0300
    
    

TBA
    
    
    3303 N. Perryville Road Rockford, IL 611143063
    
    
    Blue Ribbon
    
    
    11/3/2003
    
    

Roseville, MI
    
    
    FD Shack
    
    
    586-293-2900
    
    
    586-293-2929
    
    

20300 East 13 Mile Road Roseville, MI 480663086
    
    
    Big Ten Ribs, Inc
    
    
    
    
    

Saginaw,
MI
    
    
    Lodge
    
    
    
    
    
    
    
    

5665
Bay Road, Saginaw, MI 486043060
    
    
    DTSG
    
    
    8/25/2003
    
    
    Sioux City, IA
    
    
    FS Shack
    
    
    712-277-8800
    
    
    712-277-8803
    
    

201 Pierce St Sioux City, IA 511013088
    
    
    North Country BBQ
    
    
    
    
    
    Smithtown, NY
    
    
    Lodge
    
    
    
    
    
    
    
    
    720 Smithtown Bypass, Smithtown, NY 117873012
    
    
    DTSG
    
    
    4/23/2001
    
    
    Sioux Falls, SD
    
    
    FS Shack
    
    
    605-334-8800
    
    
    605-334-8822
    
    
    2700 S. Minnesota Ave Sioux Falls, SD. 571053017
    
    
    Ribilicious
    
    
    11/12/2001
    
    
    Springdale, OH
    
    
    FS Shack
    
    
    513-671-7427
    
    
    513-671-2741
    
    
    12183 Springfield Pike Springdale, OH 45246
 C-2
List of Leasehold Company-Owned Properties




---



##### 



Store Code
    
    
    Franchise
    
    
    Opening
    
    
    Location
    
    
    Shack/ F Serv
    
    
    Phone
    
    
    Fax
    
    
    Address3062
    
    
    Utah BBQ
    
    
    6/28/2004
    
    
    St. Georqe, UT
    
    
    FS Lodge
    
    
    435-634-0678
    
    
    435-634-0679
    
    
    393 S River Road St George, UT 847903072
    
    
    Famous Ribs 2/10/03
    
    
    11/18/2003
    
    
    Stone Mtn, GA (Snellville)
    
    
    FS Lodge
    
    
    770-979-7779
    
    
    770-979-5808
    
    
    3868 Stone Mountain Hwy Snellville GA 300393048
    
    
    Sonoran BBQ
    
    
    12/8/2003
    
    
    Tucson, AZ
    
    
    FS Shack
    
    
    520-888-1512
    
    
    520-888-1514
    
    
    4565 N Oracle Road Tucson, AZ 857053038
    
    

Ribs N Bibs
    
    
    3/17/2003
    
    
    Waukesha, Wl.
    
    
    FS Shack
    
    
    262-522-3210
    
    
    262-522-3215
    
    
    2137 Moreland Blvd Waukesha, Wl 531863043
    
    
    Blue Ribbon Rests
    
    
    4/28/2003
    
    
    Westland, Ml. (Detroit)
    
    
    FS Shack
    
    
    734-595-1000
    
    
    734-595-1100
    
    
    36601 Warren Road Westland, Ml 481353006
    
    
    Rib Kings
    
    
    6/6/2000
    
    
    Wisc. Dells, Wl
    
    
    FS Shack
    
    
    608-253-6683
    
    
    608-253-4393
    
    
    435 Broadway, Wisconsin Dells, Wl 539653089
    
    

Cutchall Mgmt
    
    
    8/30/2004
    
    
    Wichita, KS
    
    
    FS Shack
    
    
    316-630-9393
    
    
    316-630-0660
    
    

9719 E. 21st St N Wichita, KS 67206
 C-3
List of Leasehold Company-Owned Properties




---



##### 



EXHIBIT D FORM OF NOTE   FOR VALUE RECEIVED, the undersigned (collectively, the Borrowers), jointly and
severally, hereby promise to pay to ___or registered assigns (the
Lender), in accordance with the provisions of the Agreement (as hereinafter defined), the
principal amount of each Revolving Credit Loan from time to time made by the Lender to the
Borrowers under that certain Credit Agreement, dated as of January 28, 2005 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the Agreement;
the terms defined therein being used herein as therein defined), between the Borrowers and Wells
Fargo Bank, National Association, as Administrative Agent, and the lenders from time to time party
thereto. The Borrowers promise to pay interest on the unpaid principal amount of each Revolving Credit
Loan from the date of such Revolving Credit Loan until such principal amount is paid in full, at
such interest rates and at such times as provided in the Agreement. All payments of principal and
interest shall be made to the Administrative Agent for the account of the Lender in Dollars in
immediately available funds at the Administrative Agents Office. If any amount is not paid in
full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the
due date thereof until the date of actual payment (and before as well as after judgment) computed
at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits
thereof and may be prepaid in whole or in part subject to the terms and conditions provided
therein. This Note is secured by the Collateral. Upon the occurrence and continuation of one or
more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this
Note shall become, or may be declared to be, immediately due and payable all as provided in the
Agreement. Revolving Credit Loans made by the Lender shall be evidenced by one or more loan
accounts or records maintained by the Lender in the ordinary course of business. The Lender may
also attach schedules to this Note and endorse thereon the date, amount and maturity of its
Revolving Credit Loans and payments with respect thereto. The Borrowers, for themselves, their successors and assigns, hereby waive diligence,
presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this
Note. The liability of all Borrowers hereunder shall be joint and several. Each Borrower shall be
primarily and directly liable hereunder. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK. D-1
Form of Note




---



##### 



IN WITNESS WHEREOF, Borrowers have caused this Note to be duly executed as of the date first
above written. FAMOUS DAVES OF AMERICA, INC.,
a Minnesota corporation,By:Name:Title:D&D OF MINNESOTA, INC.,
a Minnesota corporation,By:Name:Title:LAKE & HENNEPIN BBQ AND BLUES, INC.,
a Minnesota corporation,By:Name:Title:FAMOUS DAVES RIBS, INC.,
a Minnesota corporation,By:Name:Title:FAMOUS DAVES RIBS-U, INC.,
a Minnesota corporation,By:Name:Title:
 D-2
Form of Note




---



##### 



FAMOUS DAVES
RIBS OF MARYLAND, INC.,
a Minnesota corporation,By:Name:Title:
 D-3
Form of Note




---



##### 



REVOLVING CREDIT LOANS AND PAYMENTS WITH RESPECT THERETO Amount ofPrincipal or
    
    
    OutstandingInterest
    
    
    PrincipalType of Revolving
    
    
    Amount of Revolving
    
    
    End of Interest
    
    
    Paid This
    
    
    Balance
    
    
    NotationDate
    
    Credit Loan Made
    
    
    Credit Loan Made
    
    
    Period
    
    
    Date
    
    
    This Date
    
    
    Made By
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 D-4
Form of Note




---



##### 



EXHIBIT E FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: _______, To: Wells Fargo Bank, National Association, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of January 28, 2005 (as amended,
restated, extended, supplemented or otherwise modified in writing from time to time, the
Agreement; the terms defined therein being used herein as therein defined), among FAMOUS
DAVES OF AMERICA, INC., a Minnesota corporation, D&D OF MINNESOTA, INC., a Minnesota corporation,
LAKE & HENNEPIN BBQ AND BLUES, INC., a Minnesota corporation, FAMOUS DAVES RIBS, INC., a Minnesota
corporation, FAMOUS DAVES RIBS-U, INC., a Minnesota corporation and FAMOUS DAVES RIBS OF
MARYLAND, INC., a Minnesota corporation (collectively, the Borrowers and each individually, a
Borrower), the Lenders from time to time party thereto, and Wells Fargo Bank, National
Association, as Administrative Agent. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the
___of each of the Borrowers, and that, as such, he/she is authorized
to execute and deliver this Certificate to the Administrative Agent on the behalf of each of the
Borrowers, and that: [Use following paragraph 1 for fiscalyear-endfinancial statements] 1. Attached hereto as Schedule 1 are the year-end audited financial statements
required by Section 6.01(a) of the Agreement for the fiscal year of the Borrowers ended as
of the above date, together with the report and opinion of an independent certified public
accountant required by such section. [Use following paragraph 1 for fiscalquarter-endfinancial statements] 1. Attached hereto as Schedule 1 are the unaudited financial statements required by
Section 6.01(b) of the Agreement for the fiscal quarter of the Borrowers ended as of the
above date. Such financial statements fairly present the financial condition, results of
operations and cash flows of the Borrowers and their Subsidiaries in accordance with GAAP
consistently applied as of such date and for such period, subject only to normal year-end audit
adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made,
or has caused to be made under his/her supervision, a detailed review of the transactions and
condition (financial or otherwise) of the Borrowers during the accounting period covered by the
attached financial statements. E-1
Form of Compliance Certificate




---



##### 



3. A review of the activities of the Borrowers during such fiscal period has been made under
the supervision of the undersigned with a view to determining whether during such fiscal period the
Borrowers performed and observed all its Obligations under the Loan Documents, and [select one:] [to the best knowledge of the undersigned during such fiscal period, the Borrowers performed
and observed each covenant and condition of the Loan Documents applicable to them.] or [the following covenants or conditions have not been performed or observed and the following
is a list of each such Default or Event of Default and its nature and status:] 4. The representations and warranties of the Borrowers contained in Article V of the
Agreement, or which are contained in any document furnished at any time under or in connection with
the Loan Documents, are true and correct on and as of the date hereof, except to the extent that
such representations and warranties specifically refer to an earlier date, in which case they are
true and correct as of such earlier date, and except that for purposes of this Compliance
Certificate, the representations and warranties contained in subsections (a) and (b) of Section
5.05 of the Agreement shall be deemed to refer to the most recent statements furnished pursuant
to clauses (a) and (b), respectively, of Section 6.01 of the Agreement, including the
statements in connection with which this Compliance Certificate is delivered. 5. The financial covenant analyses and information set forth on Schedule 2 attached
hereto are true and accurate on and as of the date of this Certificate. [Signatures begin on next page] E-2
Form of Compliance Certificate




---



##### 



IN WITNESS WHEREOF, the undersigned has executed this Certificate as of ___,
___. FAMOUS DAVES OF AMERICA, INC.,
a Minnesota corporation,By:Name:Title:D&D OF MINNESOTA, INC.,
a Minnesota corporation,By:Name:Title:LAKE & HENNEPIN BBQ AND BLUES, INC.,
a Minnesota corporation,By:Name:Title:FAMOUS DAVES RIBS, INC.,
a Minnesota corporation,By:Name:Title:FAMOUS DAVES RIBS-U, INC.,
a Minnesota corporation,By:Name:Title:
 E-3
Form of Compliance Certificate




---



##### 



FAMOUS DAVES
RIBS OF MARYLAND, INC.,
a Minnesota corporation,By:Name:Title:
 E-4
Form of Compliance Certificate




---



##### 



For the Quarter/Year ended ___________________(Statement Date) SCHEDULE 2
to the Compliance Certificate
($ in 000s) [Form to be provided by Borrowers and approved by
Administrative Agent in its reasonable discretion] E-5
Form of Compliance Certificate




---



##### 



EXHIBIT F ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this Assignment and Assumption) is dated as of the
Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the
Assignor) and [Insert name of Assignee](the Assignee). Capitalized terms used
but not defined herein shall have the meanings given to them in the Credit Agreement identified
below (the Credit Agreement), receipt of a copy of which is hereby acknowledged by the
Assignee. The Standard terms and Conditions set forth in Annex 1 attached hereto are hereby agreed
to and incorporated herein by reference and made a part of this Assignment and Assumption as if set
forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignors
rights and obligations as a Lender under the Credit Agreement and any other documents or
instruments delivered pursuant thereto to the extent related to the amount and percentage interest
identified below of all of such outstanding rights and obligations of the Assignor under the
respective facilities identified below and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of the Assignor (in its
capacity as a Lender) against any Person, whether known or unknown, arising under or in connection
with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of the foregoing,
including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims
and all other claims at law or in equity related to the rights and obligations sold and assigned
pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i)
and (ii) above being referred to herein collectively as, the Assigned Interest). Such
sale and assignment is without recourse to the Assignor and, except as expressly provided in this
Assignment and Assumption, without representation or warranty by the Assignor. 1.
    
    Assignor: ______________________________2.
    
    Assignee: ______________________________ [and is anAffiliate of [identify Lender]]3.
    
    Borrower(s): ______________________________4.
    
    Administrative Agent: ______________________, as the administrative agent under theCredit Agreement5.
    
    Credit Agreement:
    
    The Credit Agreement, dated as of January 28, 2005, by
and among FAMOUS DAVES OF AMERICA, INC., a Minnesota
corporation, D&D OF MINNESOTA, INC., a Minnesota
corporation, LAKE & HENNEPIN BBQ AND BLUES, INC., a
Minnesota corporation, FAMOUS DAVES RIBS, INC., a
 F-1
Form of Assignment and Assumption




---



##### 



Minnesota corporation, FAMOUS DAVES RIBS-U, INC., a
Minnesota corporation and FAMOUS DAVES RIBS OF MARYLAND,
INC., a Minnesota corporation, the Lenders parties
thereto, and Wells Fargo Bank, National Association, as
Administrative Agent6.
    
    Assigned Interest:
 Aggregate Amount of
    
    
    
    Amount ofCommitment/Revolving
    
    
    
    Commitment/RevolvingCredit Loans
    
    
    
    Credit Loans
    
    
    
    AssigneesFacility Assigned
    
    
    for all Lenders*
    
    
    
    Assigned*
    
    
    
    Pro Rata ShareInterest in Entire
Commitment
    
    

$ _____________
    
    
    
$ _____________
    
    
    
    
    _____________
    %
 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH
SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] F-2
Form of Assignment and Assumption




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The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR[NAME OF ASSIGNOR]By:Title:ASSIGNEE[NAME OF ASSIGNEE]By:Title:[Consented to and]1 Accepted:[NAME OF ADMINISTRATIVE AGENT], asAdministrative AgentBy:Title:[Consented to:]2By:Title:
   1
    
    To be added only if the consent of the
Administrative Agent is required by the terms of the Credit Agreement.2
    
    To be added only if the consent of any
Borrower and/or other parties (e.g. Lenders) is required by the terms of the
Credit Agreement. F-3
Form of Assignment and Assumption




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ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION 1. Representations and Warranties. 1.1. Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement or any
other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated
in respect of any Loan Document or (iv) the performance or observance by the Borrowers, any of
their Subsidiaries or Affiliates or any other Person of any of their respective obligations under
any Loan Document. 1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power
and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement
(subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender
thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most
recent financial statements delivered pursuant to Article VI thereof, as applicable, and such other
documents and information as it has deemed appropriate to make its own credit analysis and decision
to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of
which it has made such analysis and decision independently and without reliance on the
Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached hereto is any
documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly
completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without
reliance on the Administrative Agent, the Assignor 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 the Loan Documents, and (ii) it will perform in accordance
with their terms all of the obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender. 2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of the Assigned interest (including payments of principal, interest, fees
and other amounts) to the Assignee whether such amounts have accrued prior to or on or F-4
Form of Assignment and Assumption




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after the Effective Date. The Assignor and the Assignee shall make all appropriate adjustments
in payments by the Administrative Agent for periods prior to the Effective Date or with respect to
the making of this assignment directly between themselves. 3. General Provisions. This Assignment and Assumption shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and assigns. This
Assignment and Assumption may be executed in any number of counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a manually executed
counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of New York. F-5
Form of Assignment and Assumption




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EXHIBIT H OPINION MATTERS The matters contained in the following Sections of the Credit Agreement should be covered by
the legal opinion:  
    Section 5.01(a), (b), (c) and (d)  
    Section 5.02  
    Section 5.03  
    Section 5.04  
    Section 5.06  
    Section 5.14(c)   H-1
Opinion Matters




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EXHIBIT I FILING OFFICES STATE OF FORMATION FILING (BORROWERS) Minnesota Secretary of State: I-1
Exhibit I-filing Offices




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EXHIBIT J OWNERSHIP CHART(OWNERSHIP CHART) J-1
Ownership Chart




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EXHIBIT K PERMITTED ENCUMBRANCES  1.
    Liens and security interests in favor of Administrative Agent for the benefit of Lenders
pursuant to the Loan Documents.  2.
    Liens permitted under Section 7.01.  3.
    Leases listed on the Rent Roll attached to the Debtors Certification executed by Borrowers
in favor of Administrative Agent and delivered on the Closing Date.  4.
    Any other Liens and encumbrances arising after the date hereof which are otherwise approved
in writing by Administrative Agent and Lenders in their Sole Discretion. K-1
Permitted Encumbrances