EXECUTION COPY

| | AMENDMENT AGREEMENT dated as of February 20, 2004 (this Agreement), to the Credit Agreement dated as of July 28, 2002 (the Existing Credit Agreement), among BUFFETS, INC., a Minnesota corporation (the Borrower), BUFFETS HOLDINGS, INC., a Delaware corporation (Holdings), the Subsidiaries identified on Annex I (the Subsidiary Guarantors and, together with Holdings, the Reaffirming Parties), the lenders party thereto (the Existing Lenders), and CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands branch, as administrative agent for the Existing Lenders (in such capacity, the AdministrativeAgent), and as collateral agent for the Existing Lenders (in such capacity, the Collateral
Agent).
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A.       Pursuant to the Existing Credit Agreement, the Existing Lenders
 have extended, and have agreed to extend, credit to the Borrower.

B.       Holdings and the Borrower have requested that (a) the persons
 listed under the caption Term Lenders on the signature pages hereto (the Term Lenders) agree
 to make new Term Loans to the Borrower on the Restatement Date (as defined below), in an aggregate principal
 amount of $230,000,000, and (b) the persons listed under the caption PF Lenders on the signature pages
 hereto (the PF Lenders) agree to participate in PF Letters of Credit in an aggregate face amount
 at any time outstanding not in excess of $30,000,000, and to pre-fund such participations in cash into
 the Credit-Linked Deposit Account.

C.       The Term Lenders are willing to make such Term Loans to the Borrower
 on the Restatement Date and the PF Lenders are willing to assume their respective PF L/C Commitments
 and fund their Credit-Linked Deposits, in each case subject to the terms and conditions and for the
 purposes set forth in the Restated Credit Agreement.

D.      The Borrower and the Restatement Required Lenders (as defined
 below) desire to amend and restate the Existing Credit Agreement in the form of the Restated Credit
 Agreement (as defined below) to, among other things, set forth the terms and conditions under which
 the Term Lenders will make the new Term Loans to the Borrower and the PF Lenders will assume respective
 PF L/C Commitments and fund their Credit-Linked Deposits and to make certain other amendments thereto.

E.       The Borrower, Holdings, the Subsidiary Guarantors and the Collateral
 Agent have entered into the Guarantee and Collateral Agreement dated as of June 28, 2002 (the Guarantee
 and Collateral Agreement), pursuant to which, among other things, Holdings and the Subsidiary Guarantors
 guaranteed the obligations of the Borrower under the Existing Credit Agreement and provided security
 therefor.

F.       Each Reaffirming Party expects to realize substantial direct
 and indirect benefits as a result of the consummation of the Transactions and the Restated Credit Agreements
 becoming effective and each Reaffirming Party is willing to reaffirm its obligations under the Guarantee
 and Collateral Agreement and the other Security Documents (as defined in the Existing Credit Agreement).

G.      The amendment and restatement of the Existing Credit Agreement
 evidenced by the Restated Credit Agreement is subject to the satisfaction of the conditions precedent
 to effectiveness referred to in Section 6 hereof and shall become effective as provided in Section 12
 hereof.

H.       Capitalized terms used but not defined herein shall have the
 meanings given them in the Amended and Restated Credit Agreement attached hereto as Exhibit A (the Restated
 Credit Agreement).

Accordingly, the parties hereto hereby agree as follows:

SECTION 1.    Commitments; Termination; Agreements. (a) On and as of the Restatement
 Date, the Commitment of each Revolving Credit Lender, each Term Lender, each UF Lender and each PF Lender
 shall be as set forth on Schedule 2.01 to the Restated Credit Agreement.

(b)    Subject to the terms and conditions set forth in the Restated Credit Agreement,
 (i) each Term Lender agrees, severally and not jointly, to make a Term Loan to the Borrower on
 the Restatement Date in a principal amount not to exceed its Term Loan Commitment and (ii) each
 PF Lender agrees, severally and not jointly, to deposit its PF Pro Rata Percentage of the aggregate
 PF L/C Commitment with the Administrative Agent for deposit in the Credit-Linked Deposit Account.

(c)    On the Restatement Date, the Borrower shall repay all Existing Term Loans,
 together with accrued interest thereon, with a portion of the proceeds of the Term Loans (the Term
 Loan Repayment). On the Restatement Date, each holder of Existing Term Loans (the Existing
 Term Lenders), to the extent of the Term Loan Repayment, shall cease to be a party to the Existing
 Credit Agreement and shall be released from all further obligations thereunder and shall have no further
 rights to or interest in any of the Collateral; provided, however, that each Existing Term Lender
 shall continue to be entitled to the benefits of Sections 2.14, 2.16, 2.20 and 9.05 of the Existing
 Credit Agreement as in effect immediately prior to the Restatement Date.

(d)     On the Restatement Date, upon the effectiveness of the Restated Credit Agreement,
 (i) each Revolving Loan outstanding under the Existing Credit Agreement shall be deemed to be a
 Revolving Loan under the Restated Credit Agreement, (ii) each Swingline Loan outstanding under
 the Existing Credit Agreement shall be deemed to be a Swingline Loan under the Restated Credit Agreement
 and (iii) each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed
 to be a UF Letter of Credit or a PF Letter of Credit under the Restated Credit Agreement, in each case
 as set forth on Schedule 1.01(a) to the Restated Credit Agreement.

SECTION 2.    Amendment and Restatement of the Existing Credit Agreement.
 The Borrower and the Restatement Required Lenders agree that the Existing Credit Agreement (including
 all exhibits and schedules thereto) shall be amended and restated on the Restatement Date such that,
 on the Restatement Date, the terms set forth in Exhibit A hereto shall replace and supersede the
 terms of the Existing Credit Agreement. As used in the Restated Credit Agreement, the terms Agreement,
 this Agreement, herein, hereinafter, hereto, hereof and words of similar import shall, unless
 the context otherwise requires, from and after the replacement of the terms of the Existing Credit Agreement
 by the terms of the Restated Credit Agreement, mean the Restated Credit Agreement. As used in any other
 Loan Document, from and after the replacement of the terms of the Existing Credit Agreement by the terms
 of the Restated Credit Agreement, all references to the Credit Agreement shall, unless the context otherwise
 requires, mean the Restated Credit Agreement.

SECTION 3.     Reaffirmation. Each Reaffirming Party, by its signature below,
 hereby (a) agrees that, notwithstanding the effectiveness of this Agreement or the Restated Credit Agreement,
 the Guarantee and Collateral Agreement and each of the other Security Documents (as defined in the Existing
 Credit Agreement) continue to be in full force and effect, (b) affirms and confirms its Guarantee of
 the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral to
 secure such Obligations, all as provided in the Guarantee and Collateral Agreement and the other Security
 Documents as originally executed, and acknowledges and agrees that such Guarantee, pledge and/or grant
 continue in full force and effect in respect of, and to secure, the Obligations under the Restated Credit
 Agreement and the other Loan Documents, and (c) affirms and confirms that all the representations and
 warranties made by or relating to it contained in the Restated Credit Agreement and the other Loan Documents
 are true and correct in all material respects on and as of the Restatement Date, except to the extent
 such representations and warranties expressly relate to an earlier date.

SECTION 4.     Representations and Warranties. To induce the other parties
 hereto to enter into this Agreement, each of Holdings and the Borrower represents and warrants to each
 of the other parties hereto, that, at the time of and immediately after giving effect to this Agreement,
 (a) the representations and warranties contained in Article III of the Restated Credit Agreement and
 in each other Loan Document are true and correct in all material respects on and as of the Restatement
 Date, except to the extent such representations and warranties expressly relate to an earlier date,
 and (b) no Event of Default or Default has occurred and is continuing.

SECTION 5.     Fees. The Borrower agrees to pay to each Existing Lender that
 executes and delivers a copy of this Agreement to the Administrative Agent (or its counsel) at or prior
 to 12:00 (noon), New York City time, on February 20, 2004, through the Administrative Agent, an amendment
 fee (collectively, the Amendment Fees) in an amount equal to 0.075% of the sum of (a) the
 outstanding Existing Term Loans of such Existing Lender immediately prior to the Term Loan Repayment,
 (b) the outstanding Revolving Credit Commitment (as defined in the existing Credit Agreement) (whether
 used or unused) of such Existing Lender and (c) the outstanding Letter of Credit Facility Commitment
 (as defined in the existing Credit Agreement) (whether used or unused) of such Existing Lender on the
 Restatement Date. The Amendment Fees shall be payable in full, in immediately available funds, on the
 Restatement Date. Once paid, none of such fees shall be refundable under any circumstances.

SECTION 6.     Conditions to the Effectiveness of the Restated Credit Agreement.
 The Restated Credit Agreement shall become effective on the date (the Restatement Date) on
 which each of the conditions in Section 4.02 of the Restated Credit Agreement is satisfied or waived.

SECTION 7.     Applicable Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
 WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 8.     No Novation. Neither this Agreement nor the effectiveness
 of the Restated Credit Agreement shall extinguish the obligations for the payment of money outstanding
 under the Existing Credit Agreement or discharge or release the Lien or priority of any Loan Document
 or any other security therefor or any guarantee thereof, except as expressly provided for herein with
 respect to the Term Loan Repayment. Nothing herein contained shall be construed as a substitution or
 novation of the Obligations outstanding under the Existing Credit Agreement or instruments guaranteeing
 or securing the same, which shall remain in full force and effect, except with respect to the Term Loan
 Repayment and as modified hereby or by instruments executed concurrently herewith. Nothing expressed
 or implied in this Agreement, the Restated Credit Agreement or any other document contemplated hereby
 or thereby shall be construed as a release or other discharge of the Borrower under the Existing Credit
 Agreement or the Borrower or any other Loan Party under any Loan Document (as defined in the Existing
 Credit Agreement) from any of its obligations and liabilities thereunder except with respect to the
 Term Loan Repayment. The Existing Credit Agreement and each of the other Loan Documents (as defined
 in the Existing Credit Agreement) shall remain in full force and effect, until and except as modified
 hereby or in connection herewith or therewith. This Agreement shall constitute a Loan Document for all
 purposes of the Existing Credit Agreement and the Restated Credit Agreement.

SECTION 9.     Notices. All notices hereunder shall be given in accordance
 with the provisions of Section 9.01 of the Restated Credit Agreement.

SECTION 10.     Counterparts. This Agreement may be executed in counterparts
 (and by different parties hereto on different counterparts), each of which shall constitute an original
 but all of which when taken together shall constitute a single contract, and shall become effective
 as provided in Section 12 hereof. Delivery of an executed signature page to this Agreement by facsimile
 transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

SECTION 11.     Headings. Section headings used herein are for convenience
 of reference only, are not part of this Agreement and are not to affect the construction of, or to be
 taken into consideration in interpreting, this Agreement.

SECTION 12.     Effectiveness; Amendment. This Agreement shall become effective
 as of the date set forth above on the date on which the Administrative Agent (or its counsel) shall
 have received (a) counterparts of this Agreement that, when taken together, bear the signatures
 of the Borrower, Holdings, the Subsidiary Guarantors, the Administrative Agent and the Restatement Required
 Lenders and (b) the Amendment Fees. As used herein, the term Restatement Required Lenders shall
 mean (a) the Required Lenders, (b) each PF Lender and (c) each Term Lender. This Agreement
 may not be amended nor may any provision hereof be waived except pursuant to a writing signed by each
 of the parties hereto.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective
 authorized officers as of the day and year first above written.

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`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: AIMCO CDO Series 2000-A

                    By:  /s/ Illegible
                    ---------------------------------------------
                    Name:
                    Title`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender:  AIMCO CLO SERIES 2001-A

                    By: /s/ Illegible
                    ---------------------------------------------
                    Name:
                    Title:`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: ALLSTATE LIFE INSURANCE COMPANY

                    By:  /s/ Illegible
                    ---------------------------------------------
                    Name:
                    Title:`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: Mariner CDO 2002 Ltd

                    By:  /s/ David Mahon
                    ---------------------------------------------
                    Name: David Mahon
                    Title: Vice President`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: Navigator CDO 2003 Ltd
                    By Antares Asset Management, Inc.
                    As Collateral Manager

                    By:  /s/ David Mahon
                    ---------------------------------------------
                    Name: David Mahon
                    Title: Vice President`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: PPM SHADOW CREEK FUNDING LLC

                    By:  /s/ Diana M. Himes
                    ---------------------------------------------
                    Name: Diana M. Himes
                    Title: Assistant Vice President`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender:  PPM SPYGLASS FUNDING TRUST

                    By:  /s/ Diana M. Himes
                    ---------------------------------------------
                    Name: Diana M. Himes
                    Title: Authorized Agent`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: Illegible

                    By:  /s/ Kelly W. Warnement
                    ---------------------------------------------
                    Name: Kelly W. Warnement
                    Title: Authorized Agent`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: Rivera Funding LLC

                    By:  /s/ Diana M. Himes
                    ---------------------------------------------
                    Name: Diana M. Himes
                    Title: Assistant Vice President`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: BLACKROCK LIMITED DURATION
                    INCOME TRUST
                    MAGNETITE IV CLO, LIMITED
                    MAGNETITE IV CLO, LIMITED
                    SENIOR LOAN FUND

                    By:  /s/ Mark J. Williams
                    ---------------------------------------------
                    Name: Mark J. Williams
                    Title:  Authorized Signatory`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender:  Callidus Debt Partners CLO Fund
                    II, Ltd.
                    By: Its Collateral Manager,
                    Callidus Capital Management LLC

                    By:  /s/ Mavis Taintor
                    ---------------------------------------------
                    Name: Mavis Taintor
                    Title: Managing Director`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: Columbus Loan Funding, Ltd.
                    Travelers Asset Management International Company LLC

                    By:  /s/ Illegible
                    ---------------------------------------------
                    Name:
                    Title:`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender:  Citigroup Investments Corporate
                    Loan Fund Inc.
                    Travelers Asset Management International Company LLC

                    By:  /s/ Illegible
                    ---------------------------------------------
                    Name:
                    Title:`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender:  Columbus Loan Funding, Ltd.
                    Travelers Asset Management International Company LLC

                    By:  /s/ Illegible
                    ---------------------------------------------
                    Name:
                    Title:`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: COLUMBIA FLOATING RATE
                    ADVANTAGE FUND
                    (f/k/a Liberty Floating Rate Advantage Fund)
                    By: Columbia Management Advisors, Inc.
                    As Advisor

                    By: /s/ Kathleen A. Zarn
                    ---------------------------------------------
                    Name: Kathleen A. Zarn
                    Title:Senior Vice President`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: COLUMBIA FLOATING RATE
                    LIMITED LIABILITY COMPANY
                    (F/K/A Stein Roe Floating Rate Limited Liability
                    Company)
                    By: Columbia Management Advisors, Inc.
                    As Advisor

                    By:  /s/ Kathleen A. Zarn
                    ---------------------------------------------
                    Title: Senior Vice President`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: AURUM CLO 2002-1 LTD
                    By: Columbia Management Advisors, Inc.
                    (f/k/a Stein Roe & Farnham Incorporated).
                    As Investment Manager

                    By:  /s/ Kathleen A. Zarn
                    ---------------------------------------------
                    Name: Kathleen A. Zam
                    Title: Senior Vice President`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    INDOSUEZ CAPITAL FUNDING IIA, LIMITED
                    By: Indosuez Capital as Portfolio Advisor

                    By: /s/ Charles Kobayashi
                    ---------------------------------------------
                    Name: Charles Kobayashi
                    Title: Principal and Portfolio Manager


                    INDOSUEZ CAPITAL FUNDING VI, LIMITED
                    By: Indosuez Capital as Collateral Advisor

                    By: /s/ Charles Kobayashi
                    ---------------------------------------------
                    Name: Charles Kobayashi
                    Title: Principal and Portfolio Manager`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: Credit Industriel et Commercial

                    By:  /s/ Brian O'Leary    /s/ Sean Mounier
                    ---------------------------------------------
                    Name: Brian O'Leary       Sean Mounier
                    Title: Vice President     First Vice President`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender:
                    By:  BIG SKY SENIOR LOAN FUND, LTD.
                    BY: EATON VANCE MANAGEMENT
                    AS INVESTMENT ADVISOR

                    Name: /s/ Michael B. Botthof
                    ---------------------------------------------
                    Title: Vice President`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: SENIOR DEBT PORTFOLIO
                    By: Boston Management and Research
                    as Investment Advisor

                    By: /s/ Michael B. Botthof
                    ---------------------------------------------
                    Name: Michael B. Botthof
                    Title: Vice President`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: CONSTANTINUS EATON VANCE
                    CDO V, LTD.
                    BY: EATON VANCE MANAGEMENT
                    AS INVESTMENT ADVISOR

                    By: /s/ Michael B. Botthof
                    ---------------------------------------------
                    Name: Michael B. Botthof
                    Title: Vice President`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: EATON VANCE CDO IV, LTD.
                    BY: EATON VANCE MANAGEMENT
                    AS INVESTMENT ADVISOR

                    By: /s/ Michael B. Botthof
                    ---------------------------------------------
                    Name: Michael B. Botthof
                    Title: Vice President`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: EATON VANCE CDO VI, LTD.
                    BY: EATON VANCE MANAGEMENT
                    AS INVESTMENT ADVISOR

                    By: /s/ Michael B. Botthof
                    ---------------------------------------------
                    Name: Michael B. Botthof
                    Title: Vice President`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: EATON VANCE INSTITUTIONAL SENIOR
                    LOAN FUND
                    BY: EATON VANCE MANAGEMENT
                    AS INVESTMENT ADVISOR

                    By: /s/ Michael B. Botthof
                    ---------------------------------------------
                    Name: Michael B. Botthof
                    Title: Vice President`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: EATON VANCE LIMITED DURATION
                    INCOME FUND
                    BY: EATON VANCE MANAGEMENT
                    AS INVESTMENT ADVISOR

                    By: /s/ Michael B. Botthof
                    ---------------------------------------------
                    Name: Michael B. Botthof
                    Title: Vice President`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: EATON VANCE SENIOR INCOME TRUST
                    BY: EATON VANCE MANAGEMENT
                    AS INVESTMENT ADVISOR

                    By: /s/ Michael B. Botthof
                    ---------------------------------------------
                    Name: Michael B. Botthof
                    Title: Vice President`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender:  GRAYSON & CO.
                    BY: BOSTON MANAGEMENT AND RESEARCH
                    AS INVESTMENT ADVISOR

                    By: /s/ Michael B. Botthof
                    ---------------------------------------------
                    Name: Michael B. Botthof
                    Title: Vice President`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender:  OXFORD STRATEGIC INCOME FUND
                    BY: EATON VANCE MANAGEMENT
                    AS INVESTMENT ADVISOR

                    By: /s/ Michael B. Botthof
                    ---------------------------------------------
                    Name: Michael B. Botthof
                    Title: Vice President`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender:  TOLLI & CO.
                    BY: EATON VANCE MANAGEMENT
                    AS INVESTMENT ADVISOR

                    By: /s/ Michael B. Botthof
                    ---------------------------------------------
                    Name: Michael B. Botthof
                    Title: Vice President`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: EATON VANCE SENIOR
                    FLOATING-RATE TRUST
                    BY: EATON VANCE MANAGEMENT
                    AS INVESTMENT ADVISOR

                    By: /s/ Michael B. Botthof
                    ---------------------------------------------
                    Name: Michael B. Botthof
                    Title: Vice President`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: Fidelity Advisor Series II Fidelity
                    Advisor
                    Floating Rate High Income Fund

                    By:  /s/ John H. Costello
                    ---------------------------------------------
                    Name: John H. Costello
                    Title: Assistant Treasurer`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: Flagship CLO 2001-1
                    Flagship Capital Management Inc.
                    By:  /s/ Colleen Cunniffe

                    Name: Colleen Cunniffe
                    Title: Director


                    Flagship CLO II
                    Flagship Capital Management Inc.

                    By:  /s/ Colleen Cunniffe
                    ---------------------------------------------
                    Name: Colleen Cunniffe
                    Title: Director`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: Fleet National Bank

                    By:  /s/ Alexandra Burke
                    ---------------------------------------------
                    Name: Alexandra Burke
                    Title: Director`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: LONG LANE MASTER TRUST IV
                    By Fleet National Bank
                    as Trust Administrator

                    By:  /s/ Michael J. Sullivan
                    ---------------------------------------------
                    Name: Michael J. Sullivan
                    Title: Director`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender:  Franklin CLO II, Limited

                    By:  /s/ Tyler Chan
                    ---------------------------------------------
                    Name: Tyler Chan
                    Title: Vice President`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: 1888 Fund, Ltd.

                    By:  /s/ Adrian Duffy
                    ---------------------------------------------
                    Name: Adrian Duffy
                    Title: Managing Director`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: Highland Legacy Limited
                    Highland Capital Management, LP
                    As Collateral Manager

                    By:  /s/ Todd Travers
                    ---------------------------------------------
                    Name: Todd Travers
                    Title: Senior Portfolio Manager`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender:  PROMETHEUS INVESTMENT
                    FUNDING NO. 1 LTD.
                    By: HVS CREDIT ADVISORS LLC

                    By:  /s/ Irv Roa
                    ---------------------------------------------
                    Name: Irv Roa
                    Title: Director


                    By:  /s/ Steven Simons
                    ---------------------------------------------
                    Name: Steven Simons
                    Title: Associate Director`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: KATONAH I, LTD.

                    By:  /s/ Ralph Della Rocca
                    ---------------------------------------------
                    Name: Ralph Della Rocca
                    Title: Authorized Officer`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: KATONAH II, LTD.

                    By:  /s/ Ralph Della Rocca
                    ---------------------------------------------
                    Name: Ralph Della Rocca
                    Title: Authorized Officer`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: KATONAH III, LTD.

                    By:  /s/ Ralph Della Rocca
                    ---------------------------------------------
                    Name: Ralph Della Rocca
                    Title: Authorized Officer`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: Madison Avenue CDO IV, Ltd.
                    By: Metropolitan Life Insurance Company
                    As Collateral Manager

                    By:  /s/ James R. Dingler
                    ---------------------------------------------
                    Name: James R. Dingler
                    Title: Director`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: Metlife Bank, National Association

                    By:  /s/ James R. Dingler
                    ---------------------------------------------
                    Name: James R. Dingler
                    Title: Director`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: Metropolitan Life Insurance Company

                    By:  /s/ James R. Dingler
                    ---------------------------------------------
                    Name: James R. Dingler
                    Title: Director`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender:  Venture CDO 2002, Limited
                    By its investment advisor MJX Asset Management LLC

                    By:  /s/ Illegible
                    ---------------------------------------------
                    Name:
                    Title:`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: Venture CDO II, Limited
                    By its investment advisor MJX Asset Management LLC

                    By:  /s/ Illegible
                    ---------------------------------------------
                    Name:
                    Title:`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: Venture CDO III, Limited
                    By its investment advisor MJX Asset Management LLC

                    By:  /s/ Illegible
                    ---------------------------------------------
                    Name:
                    Title:`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: Clydesdale CLO 2001-1
                    Nomura Corporate Research and Asset Management Inc

                    As Collateral Manager
                    By:  /s/ Illegible
                    ---------------------------------------------
                    Name:
                    Title:`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: Clydesdale CLO (illegible)
                    Nomura Corporate Research and Asset Management Inc.
                    As Agent

                    By:  /s/ Illegible
                    ---------------------------------------------
                    Name:
                    Title:`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: Nomura Bond & Loan
                    By: UFJ Trust Bank Limited as Trustee
                    By: Nomura Corporate Research and Asset Management
                    Inc.
                    Attorney in Fact

                    By:  /s/ Illegible
                    ---------------------------------------------
                    Name:
                    Title:`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: HarbourView CDO II, Ltd

                    By:  /s/ Lisa Chaffee
                    ---------------------------------------------
                    Name: Lisa Chaffee
                    Title: Manager`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: HarbourView CLO IV, Ltd.

                    By:  /s/ Lisa Chaffee
                    ---------------------------------------------
                    Name: Lisa Chaffee
                    Title: Manager`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: HarbourView CLO V, Ltd.

                    By:  /s/ Lisa Chaffee
                    ---------------------------------------------
                    Name: Lisa Chaffee
                    Title: Manager`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: Oppenheimer Senior Floating Rate
                    Fund

                    By:  /s/ Lisa Chaffee
                    ---------------------------------------------
                    Name: Lisa Chaffee
                    Title: Manager`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: Sankaty Advisors, LLC, as Collateral
                    Manager for Brant Point II CBO 2001-1 LTD., as Term
                    Lender

                    By:  /s/ Timothy Barns
                    ---------------------------------------------
                    Name: Timothy Barns
                    Title: Senior Vice President`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: Sankaty Advisors, LLC, as Collateral
                    Manager for Castle Hill I - INGOTS, Ltd., as Term
                    Lender

                    By:  /s/ Timothy Barns
                    ---------------------------------------------
                    Name: Timothy Barns
                    Title: Senior Vice President`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: Sankaty Advisors, LLC, as Collateral
                    Manager for Castle Hill II - INGOTS, Ltd., as Term
                    Lender

                    By:  /s/ Timothy Barns
                    --------------------------------------------
                    Name: Timothy Barns
                    Title: Senior Vice President`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: Sankaty Advisors, LLC, as Collateral
                    Manager for Castle Hill III CLO, Limited, as Term
                    Lender

                    By:  /s/ Timothy Barns
                    -------------------------------------------
                    Name: Timothy Barns
                    Title: Senior Vice President`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: Sankaty Advisors, LLC, as Collateral
                    Manager for Great Point CLO 1999-1 LTD.,, as Term
                    Lender

                    By:  /s/ Timothy Barns
                    ---------------------------------------------
                    Name: Timothy Barns
                    Title: Senior Vice President`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: Sankaty Advisors, LLC, as Collateral
                    Manager for Race Point CLO, Limited, as Term Lender

                    By:  /s/ Timothy Barns
                    ---------------------------------------------
                    Name: Timothy Barns
                    Title: Senior Vice President`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: Sankaty Advisors, LLC, as Collateral
                    Manager for Race Point II CLO, Limited, as Term
                    Lender

                    By:  /s/ Timothy Barns
                    ---------------------------------------------
                    Name: Timothy Barns
                    Title: Senior Vice President`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: The Sumitomo Trust & Banking Co.,
                    Ltd., New York Branch

                    By:  /s/ Frances E. Wynne
                    ---------------------------------------------
                    Name: Frances E. Wynne
                    Title: Vice President`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender: LOAN FUNDING CORP. THC. Ltd.

                    By:  /s/ Illegible
                    ---------------------------------------------
                    Name:
                    Title:`

---

`SIGNATURE PAGE TO
                    AMENDMENT AGREEMENT
                    DATED AS OF FEBRUARY 20,
                    2004, TO THE BUFFETS, INC.
                    CREDIT AGREEMENT

                    Name of Lender:  U.S. Bank National Association

                    By:  /s/ Illegible
                    ---------------------------------------------
                    Name:
                    Title:`

---

Annex I

Subsidiary Guarantors

Distinctive Dining, Inc.

HomeTown Buffet, Inc.

OCB Purchasing Co.

OCB Restaurant Co.

Restaurant Innovations, Inc.

Tahoe Joes, Inc.

NSHE Bennington, LLC

---

EXHIBIT A

$310,000,000

AMENDED AND RESTATED
CREDIT AGREEMENT

dated as of February 20,
2004,

among

BUFFETS, INC.,

BUFFETS HOLDINGS, INC.,

THE LENDERS NAMED HEREIN

and

CREDIT SUISSE FIRST
BOSTON,

as Administrative Agent

---

CREDIT SUISSE FIRST BOSTON,

as Sole Bookrunner and
Sole Lead Arranger

---



TABLE OF CONTENTS

Page

ARTICLE I

Definitions

|SECTION 1.01 | Defined Terms                          | 1 
|------------ | -------------------------------------- | --
|SECTION 1.02 | Terms Generally                        | 27
|SECTION 1.03 | Pro Forma Calculations                 | 28
|SECTION 1.04 | Classification of Loans and Borrowings | 28
|SECTION 1.05 | Designated Senior Indebtedness         | 28

ARTICLE II

The Credits

|SECTION 2.01 | Commitments                                                             | 28
|------------ | ----------------------------------------------------------------------- | --
|SECTION 2.02 | Loans                                                                   | 29
|SECTION 2.03 | Borrowing Procedure                                                     | 32
|SECTION 2.04 | Evidence of Debt; Repayment of Loans                                    | 32
|SECTION 2.05 | Fees                                                                    | 33
|SECTION 2.06 | Interest on Loans                                                       | 35
|SECTION 2.07 | Default Interest                                                        | 36
|SECTION 2.08 | Alternate Rate of Interest                                              | 36
|SECTION 2.09 | Termination and Reduction of Commitments                                | 36
|SECTION 2.10 | Conversion and Continuation of Borrowings                               | 37
|SECTION 2.11 | Repayment of Term Borrowings                                            | 38
|SECTION 2.12 | Prepayment                                                              | 40
|SECTION 2.13 | Mandatory Prepayments                                                   | 40
|SECTION 2.14 | Reserve Requirements; Change in Circumstances                           | 42
|SECTION 2.15 | Change in Legality                                                      | 43
|SECTION 2.16 | Indemnity                                                               | 44
|SECTION 2.17 | Pro Rata Treatment                                                      | 45
|SECTION 2.18 | Sharing of Setoffs                                                      | 45
|SECTION 2.19 | Payments                                                                | 46
|SECTION 2.20 | Taxes                                                                   | 46
|SECTION 2.21 | Assignment of Commitments Under Certain Circumstances; Duty to Mitigate | 48
|SECTION 2.22 | Swingline Loans                                                         | 49
|SECTION 2.23 | Letters of Credit                                                       | 51
|SECTION 2.24 | Increase in Term Loan Commitments                                       | 57

ARTICLE III

Representations and
Warranties

|SECTION 3.01 | Organization; Powers                                       | 59
|------------ | ---------------------------------------------------------- | --
|SECTION 3.02 | Authorization                                              | 59
|SECTION 3.03 | Enforceability                                             | 60
|SECTION 3.04 | Governmental Approvals                                     | 60
|SECTION 3.05 | Financial Statements                                       | 60
|SECTION 3.06 | No Material Adverse Change                                 | 61
|SECTION 3.07 | Title to Properties; Possession Under Leases               | 61
|SECTION 3.08 | Subsidiaries                                               | 61
|SECTION 3.09 | Litigation; Compliance with Laws                           | 61
|SECTION 3.10 | Agreements                                                 | 62
|SECTION 3.11 | Federal Reserve Regulations                                | 62
|SECTION 3.12 | Investment Company Act; Public Utility Holding Company Act | 62
|SECTION 3.13 | Use of Proceeds                                            | 62
|SECTION 3.14 | Tax Returns                                                | 62
|SECTION 3.15 | No Material Misstatements                                  | 62
|SECTION 3.16 | Employee Benefit Plans                                     | 63
|SECTION 3.17 | Environmental Matters                                      | 63
|SECTION 3.18 | Insurance                                                  | 63
|SECTION 3.19 | Security Documents                                         | 63
|SECTION 3.20 | Location of Real Property and Leased Premises              | 64
|SECTION 3.21 | Labor Matters                                              | 64
|SECTION 3.22 | Solvency                                                   | 65
|SECTION 3.23 | Senior Indebtedness                                        | 65

ARTICLE IV

Conditions of Lending

|SECTION 4.01 | All Credit Events | 65
|------------ | ----------------- | --
|SECTION 4.02 | Restatement Date  | 66

ARTICLE V

Affirmative Covenants

|SECTION 5.01 | Existence; Businesses and Properties                      | 68
|------------ | --------------------------------------------------------- | --
|SECTION 5.02 | Insurance                                                 | 68
|SECTION 5.03 | Obligations and Taxes                                     | 69
|SECTION 5.04 | Financial Statements, Reports, etc                        | 70
|SECTION 5.05 | Litigation and Other Notices                              | 71
|SECTION 5.06 | Information Regarding Collateral                          | 72
|SECTION 5.07 | Maintaining Records; Access to Properties and Inspections | 72
|SECTION 5.08 | Use of Proceeds                                           | 72
|SECTION 5.09 | Further Assurances                                        | 72

ARTICLE VI

Negative Covenants

|SECTION 6.01 | Indebtedness                                              | 73
|------------ | --------------------------------------------------------- | --
|SECTION 6.02 | Liens                                                     | 75
|SECTION 6.03 | Sale and Leaseback Transactions                           | 76
|SECTION 6.04 | Investments, Loans and Advances                           | 76
|SECTION 6.05 | Mergers, Consolidations, Sales of Assets and Acquisitions | 77
|SECTION 6.06 | Restricted Payments; Restrictive Agreements               | 79
|SECTION 6.07 | Transactions with Affiliates                              | 80
|SECTION 6.08 | Business of Holdings, Borrower and Subsidiaries           | 81
|SECTION 6.09 | Other Indebtedness and Agreements                         | 81
|SECTION 6.10 | Capital Expenditures                                      | 82
|SECTION 6.11 | Interest Coverage Ratio                                   | 83
|SECTION 6.12 | Fixed Charge Coverage Ratio                               | 83
|SECTION 6.13 | Maximum Leverage Ratio                                    | 83
|SECTION 6.14 | Fiscal Year                                               | 83

ARTICLE VII

Events of Default

ARTICLE VIII

The Administrative
Agent and the Collateral Agent

ARTICLE IX

Miscellaneous

|SECTION 9.01     | Notices                                     | 89 
|---------------- | ------------------------------------------- | ---
|SECTION 9.02     | Survival of Agreement                       | 89 
|SECTION 9.03     | Binding Effect                              | 90 
|SECTION 9.04     | Successors and Assigns                      | 90 
|SECTION 9.05     | Expenses; Indemnity                         | 94 
|SECTION 9.06     | Right of Setoff                             | 95 
|SECTION 9.07     | Applicable Law                              | 95 
|SECTION 9.08     | Waivers; Amendment                          | 96 
|SECTION 9.09     | Interest Rate Limitation                    | 97 
|SECTION 9.10     | Entire Agreement                            | 97 
|SECTION 9.11     | WAIVER OF JURY TRIAL                        | 97 
|SECTION 9.12     | Severability                                | 98 
|SECTION 9.13     | Counterparts                                | 98 
|SECTION 9.14     | Headings                                    | 98 
|SECTION 9.15     | Jurisdiction; Consent to Service of Process | 98 
|SECTION 9.16     | Confidentiality                             | 99 
|SECTION 9.17     | Release of Collateral                       | 99 
|SECTION 9.18     | Effect of Restatement                       | 100
|SECTION 9.19     | U.S.A. Patriot Act Notice                   | 100
|
|
|
|Schedule 1.01(a) | Existing Letters of Credit>                
|Schedule 1.01(c) | Subsidiary Guarantors                      
|Schedule 2.01    | Lenders and Commitments                    
|Schedule 3.08    | Subsidiaries                               
|Schedule 3.09    | Litigation                                 
|Schedule 3.17    | Environmental Matters                      
|Schedule 3.18    | Insurance                                  
|Schedule 3.19(a) | UCC Filing Offices                         
|Schedule 3.20(a) | Owned Real Property                        
|Schedule 3.20(b) | Leased Real Property                       
|Schedule 6.01    | Existing Indebtedness                      
|Schedule 6.02    | Existing Liens                             
|Schedule 6.04    | Existing Investments                       

|            |                                                                 |  |  |  | 
|----------- | --------------------------------------------------------------- |  |  |  | 
|
|
|Exhibit A   | Form of Administrative Questionnaire                           
|Exhibit B   | Form of Assignment and Acceptance                              
|Exhibit C   | Form of Borrowing Request                                      
|Exhibit D   | Guarantee and Collateral Agreement                             
|Exhibit E   | Perfection Certificate                                         
|Exhibit F-1 | Form of Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP
|Exhibit F-2 | Form of Opinion of Faegre & Benson                             
|Exhibit G   | Form of Solvency Certificate                                   

---

| | AMENDED
AND RESTATED CREDIT AGREEMENT dated as of February 20, 2004, among BUFFETS, INC., a
Minnesota corporation (the Borrower), BUFFETS HOLDINGS, INC., a
Delaware corporation (Holdings), the Lenders (as defined in Article I)
and CREDIT SUISSE FIRST BOSTON, as administrative agent (in such capacity, the
Administrative Agent) and as collateral agent (in such capacity, the
Collateral Agent) for the Lenders.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
parties hereto agree as follows:

ARTICLE I

Definitions

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

ABR,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are bearing interest at a rate determined by reference to the
Alternate Base Rate.

Adjusted
LIBO Rate shall mean, with respect to any Eurodollar Borrowing for any Interest
Period, an interest rate per annum equal to the product of (a) the LIBO Rate in
effect for such Interest Period and (b) Statutory Reserves.

Administrative
Agent Fees shall have the meaning assigned to such term in Section 2.05(b).

Administrative Questionnaire
shall mean an Administrative Questionnaire in the form of Exhibit A, or such other form as
may be supplied from time to time by the Administrative Agent.

Affiliate
shall mean, when used with respect to a specified person, another person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or is under
common Control with the person specified; provided, however, that, for purposes of
Section 6.07, the term Affiliate shall also include any person that
directly or indirectly owns 10% or more of any class of Equity Interests of the person
specified or that is an officer or director of the person specified.

Aggregate
L/C Exposure shall mean, at any time, the sum of the RF L/C Exposure, the UF L/C
Exposure and the PF L/C Exposure at such time.

Aggregate
Revolving Credit Exposure shall mean the aggregate amount of the Lenders
Revolving Credit Exposures.

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

Amendment
Agreement shall mean the Amendment Agreement dated as of the Restatement Date,
among other things, effecting the amendment and restatement of the Existing Credit
Agreement.

Applicable
Percentage shall mean, for any day, with respect to any Eurodollar Loan or ABR
Loan, or with respect to the Commitment Fees, as the case may be, the applicable
percentage set forth below under the caption Eurodollar Spread  Term
Loans, ABR Spread  Term Loans, Eurodollar Spread 
Revolving Loans, ABR Spread  Revolving Loans or Commitment
Fee Percentage, as the case may be, based upon the Leverage Ratio as of the relevant
date of determination:

|Leverage | Eurodollar           | ABR | Eurodollar | ABR   | Commitment
|-------- | -------------------- | --- | ---------- | ----- | ----------
|
|
|
|
|         | Category 1           |     |            | 3.50% |           
|         | Greater than         |     |            |       |           
|         | 3.25 to 1.00         |    
|         | Category 2           |     |            | 3.50% |           
|         | Greater than 2.75 to |     |            |       |           
|         | 1.00, but less than  |     |            |       |           
|         | or equal to 3.25     |     |            |       |           
|         | to 1.00              |    
|         | Category 3           |     |            | 3.50% |           
|         | Less than or equal   |    
|         | to 2.75 to 1.00      |    

Each
change in the Applicable Percentage resulting from a change in the Leverage Ratio shall be
effective with respect to all Loans, Commitments and Letters of Credit outstanding on and
after the date of delivery to the Administrative Agent of the financial statements and
certificates required by Section 5.04(a) or (b) and Section 5.04(d),
respectively, indicating such change until the date immediately preceding the next date of
delivery of such financial statements and certificates indicating another such change.
Notwithstanding the foregoing, until the Borrower shall have delivered the financial
statements and certificates required by Section 5.04(b) and Section 5.04(d),
respectively, for the period ended on or around March 31, 2004, the Leverage Ratio
shall be deemed to be in Category 1 for purposes of determining the Applicable Percentage.
In addition, (a) at any time during which the Borrower has failed to deliver the financial
statements and certificates required by Section 5.04(a) or (b) and Section 5.04(d),
respectively, or (b) at any time after the occurrence and during the continuance of an
Event of Default, the Leverage Ratio shall be deemed to be in Category 1 for purposes of
determining the Applicable Percentage.

Asset
Sale shall mean the sale, transfer or other disposition (by way of merger,
casualty, condemnation or otherwise) by Holdings, the Borrower or any of the Subsidiaries
to any person other than the Borrower or any Subsidiary Guarantor of (a) any Equity
Interests of any of the Subsidiaries (other than directors qualifying shares) or (b)
any other assets of Holdings, the Borrower or any of the Subsidiaries (other than
(i) inventory, damaged, obsolete, surplus or worn out assets, scrap and Permitted
Investments, in each case disposed of in the ordinary course of business, or (ii)
dispositions between or among Foreign Subsidiaries), provided that any asset sale
or series of related asset sales described in clause (b) above having a value not in
excess of $500,000 shall be deemed not to be an Asset Sale for purposes of
this Agreement.

Assignment
and Acceptance shall mean an assignment and acceptance entered into by a Lender
and an assignee (with the consent of any party whose consent is required by Section 9.04),
and accepted by the Administrative Agent, in the form of Exhibit B or such other form
as shall be approved by the Administrative Agent.

Board
shall mean the Board of Governors of the Federal Reserve System of the United States of
America.

Borrowing
shall mean (a) Loans of the same Class and Type made, converted or continued on the same
date and, in the case of Eurodollar Loans, as to which a single Interest Period is in
effect, or (b) a Swingline Loan.

Borrowing
Request shall mean a request by the Borrower in accordance with the terms of
Section 2.03 and substantially in the form of Exhibit C, or such other form as
shall be approved by the Administrative Agent.

Business
Day shall mean any day other than a Saturday, Sunday or day on which banks in
New York City are authorized or required by law to close; provided, however,
that when used in connection with a Eurodollar Loan, the term Business
Day shall also exclude any day on which banks are not open for dealings in
dollar deposits in the London interbank market.

Capital
Expenditures shall mean, for any period and with respect to any person, all
expenditures for the acquisition or leasing of fixed or capital assets or additions to
equipment during such period by such person that would be classified as capital
expenditures in accordance with GAAP, but excluding any such expenditure made (a) to
restore, replace or rebuild property to the condition of such property immediately prior
to any damage, loss, destruction or condemnation of such property, to the extent such
expenditure is made with insurance proceeds, condemnation awards or indemnification or
damage recovery proceeds relating to any such damage, loss, destruction or condemnation,
(b) with proceeds from the sale or exchange of property to the extent utilized to purchase
functionally equivalent property or equipment, (c) as the purchase price of any Permitted
Acquisition or (d) with the proceeds of a substantially contemporaneous equity
contribution from Holdings.

Capital
Lease Obligations of any person shall mean the obligations of such person to pay
rent or other amounts under any lease of (or other arrangement conveying the right to use)
real or personal property, or a combination thereof, which obligations are required to be
classified and accounted for as capital leases on a balance sheet of such person under
GAAP, and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

Cash
Collateral Account shall mean a deposit account in the name of the Borrower and
maintained with The Bank of New York, over which the Collateral Agent shall have exclusive
dominion and control, and into which at least $34,700,000 and up to $50,000,000 of the
proceeds of the Term Loans will be deposited on the Restatement Date, pending the
repurchase of Existing Subordinated Notes pursuant to Section 6.09(c)(iii) or the
prepayment of Term Loans pursuant to Section 2.12 or 2.13(f).

A
Change in Control shall be deemed to have occurred if (a) prior to
a Qualified Initial Public Equity Offering, the Permitted Investors shall cease to own,
directly or indirectly, beneficially and of record, Equity Interests in Holdings
representing at least 51% of the aggregate ordinary voting power represented by the issued
and outstanding Equity Interests of Holdings; (b) after a Qualified Initial Public
Equity Offering, the Permitted Investors shall cease to own, directly or indirectly,
beneficially and of record, Equity Interests in Holdings representing at least 35% of the
aggregate ordinary voting power represented by the issued and outstanding Equity Interests
of Holdings; (c) after a Qualified Initial Public Equity Offering, the acquisition of
ownership, directly or indirectly, beneficially or of record, by any person or group
(within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934 as in effect
on the date hereof) other than the Permitted Investors, of Equity Interests representing a
greater percentage of the aggregate ordinary voting power represented by the issued and
outstanding Equity Interests in Holdings then held, directly or indirectly, beneficially
and of record, by the Permitted Investors; (d) a majority of the seats (other than
vacant seats) on the board of directors of Holdings shall at any time be occupied by
persons who were neither (i) nominated by the board of directors of Holdings or any
Permitted Investor nor (ii) appointed by directors so nominated; (e) unless
Holdings shall have merged with the Borrower in accordance with Section 6.05,
Holdings shall cease to own, directly or indirectly, beneficially and of record, 100% of
the outstanding Equity Interests of the Borrower; or (f) any change in control (or similar
event, however denominated) with respect to Holdings or the Borrower shall occur under and
as defined in any indenture or agreement in respect of Material Indebtedness to which
Holdings or the Borrower is a party.

Change
in Law shall mean (a) the adoption of any law, rule or regulation after the
Closing Date, (b) any change in any law, rule or regulation or in the interpretation or
application thereof by any Governmental Authority after the Closing Date or (c) compliance
by any Lender or the Issuing Bank (or, for purposes of Section 2.14, by any lending office
of such Lender or by such Lenders or Issuing Banks holding company, if any)
with any request, guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the Closing Date.

Class,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are Revolving Loans, UF L/C Loans, PF L/C Loans, Term Loans,
Other Term Loans or Swingline Loans and, when used in reference to any Commitment, refers
to whether such Commitment is a Revolving Credit Commitment, UF L/C Commitment, PF L/C
Commitment, Term Loan Commitment, Incremental Term Loan Commitment in respect of Other
Term Loans or Swingline Commitment.

Closing
Date shall mean June 28, 2002.

Code
shall mean the Internal Revenue Code of 1986, as amended from time to time.

Collateral
shall mean all the Collateral as defined in any Security Document and shall
also include any Mortgaged Properties.

Commitment
shall mean, with respect to any Lender, such Lenders Revolving Credit Commitment, UF
L/C Commitment, PF L/C Commitment, Term Loan Commitment, Swingline Commitment or
Incremental Term Loan Commitment.

Commitment
Fee shall have the meaning assigned to such term in Section 2.05(a).

Confidential
Information Memorandum shall mean the Confidential Information Memorandum of the
Borrower dated January 2004.

Consolidated
EBITDA, of any person for any period, shall mean Consolidated Net Income of such
person and its subsidiaries for such period plus, without duplication and to the extent
reflected as a charge in the statement of such Consolidated Net Income for such period,
(a) the sum of (i) income tax expense, (ii) Consolidated Interest Expense
of such person and its subsidiaries, amortization or write-off of debt discount and debt
issuance costs and commissions, discounts and other fees and charges associated with
Indebtedness (including, in the case of the Borrower, the Loans and Letters of Credit),
(iii) depreciation and amortization expense, (iv) amortization of intangibles
(including goodwill) and organization costs, (v) any extraordinary, unusual or
non-recurring expenses or losses determined in accordance with GAAP (including, whether or
not otherwise includable as a separate item in the statement of such Consolidated Net
Income for such period, losses on sales of assets outside of the ordinary course of
business), (vi) any other non-cash charges in an amount not to exceed $5,000,000 for
any fiscal year and (vii) management fees, and minus, without duplication, to the
extent included in the statement of such Consolidated Net Income for such period,
(b) the sum of (i) any extraordinary, unusual or non-recurring income or gains
(including, whether or not otherwise includable as a separate item in the statement of
such Consolidated Net Income for such period, gains on the sales of assets outside of the
ordinary course of business) and (ii) any other non-cash income, all as determined on
a consolidated basis.

Consolidated
Fixed Charges shall mean, for any period, without duplication the sum of (a)
Consolidated Interest Expense of the Borrower and the Subsidiaries for such period, (b)
the aggregate amount of scheduled principal payments during such period (whether or not
made) in respect of long term Indebtedness (including Capital Lease Obligations and
Synthetic Lease Obligations) of the Borrower and the Subsidiaries (other than payments
made by the Borrower or any Subsidiary to the Borrower or a Subsidiary), (c) the
aggregate Tax Payments paid in cash by the Borrower and the Subsidiaries for such period
(excluding Tax Payments on extraordinary items), (d) Rent payments made or required to be
made by the Borrower and the Subsidiaries during such period and (e) the aggregate
amount of all Restricted Payments made in cash during such period under Section
6.06(a)(ii)(w), (y) or (z) of the Existing Credit Agreement or
Section 6.06(a)(ii)(x), (y) or (z) of this Agreement.

Consolidated
Interest Expense shall mean, for any person for any period, the total cash
interest expense (including imputed interest expense in respect of Capital Lease
Obligations and Synthetic Lease Obligations) of such person and its subsidiaries for such
period, in each case determined on a consolidated basis in accordance with GAAP. For
purposes of the foregoing, interest expense of any person shall be determined after giving
effect to any net payments made or received by such person with respect to interest rate
Hedging Agreements.

Consolidated
Net Income shall mean, for any person for any period, the net income or loss
before cumulative effect in change of accounting of such person and its subsidiaries for
such period determined on a consolidated basis in accordance with GAAP; provided
that there shall be excluded (a) the income of any subsidiary of such person to the extent
that the declaration or payment of dividends or similar distributions by such subsidiary
of that income is not at the time permitted by operation of the terms of its charter or
any agreement, instrument, judgment, decree, statute, rule or governmental regulation
applicable to such subsidiary, (b) the income or loss of any person accrued prior to the
date it becomes a subsidiary of such person or is merged into or consolidated with such
person or any subsidiary thereof or the date that such persons assets are acquired
by such person or any subsidiary thereof and (c) the income or loss of any person (other
than a Subsidiary Guarantor) in which any other person (other than the Borrower, a
Subsidiary Guarantor, a wholly owned Subsidiary or any director holding qualifying shares
in accordance with applicable law) has a joint interest, except to the extent of the
amount of dividends or other distributions actually paid to the Borrower or a wholly owned
Subsidiary by such person during such period.

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

Credit
Event shall have the meaning assigned to such term in Section 4.01.

Credit-Linked
Deposit shall mean, in respect of each PF Lender, the cash deposit made by such
Lender pursuant to Section 2.23(l)(i), as such amount may be (a) reduced from time to
time pursuant to Section 2.09 or (b) reduced or increased from time to time
pursuant to Section 2.02(h) or pursuant to assignments by or to such Lender pursuant to
Section 9.04. The initial amount of each PF Lenders Credit-Linked Deposit shall
be equal to the amount of its PF L/C Commitment on the Restatement Date.

Credit-Linked
Deposit Account shall mean the operating and/or investment account of, and
established by, the Administrative Agent under its exclusive dominion and control that
shall be used for the purposes set forth in Sections 2.02(h) and 2.23.

Credit-Linked
Deposit Cost Amount shall mean, for any Interest Period with respect to the
Credit-Linked Deposits, an amount (expressed in basis points) reasonably determined by the
Administrative Agent in good faith to represent the Administrative Agents
administrative cost for investing the Credit-Linked Deposits and maintaining the
Credit-Linked Deposit Account for such Interest Period, which amount shall not exceed 10
basis points for such Interest Period.

Current
Assets shall mean, at any time, the consolidated current assets (other than cash
and Permitted Investments) of the Borrower and the Subsidiaries in accordance with GAAP.

Current
Liabilities shall mean, at any time, the consolidated current liabilities of the
Borrower and the Subsidiaries at such time in accordance with GAAP, but excluding, without
duplication, (a) the current portion of any long-term Indebtedness and
(b) outstanding Revolving Loans and Swingline Loans.

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

dollars
or $ shall mean lawful money of the United States of America.

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

Environmental
Laws shall mean all former, current and future Federal, state, local and foreign
laws (including common law), treaties, regulations, rules, ordinances, codes, decrees,
judgments, directives, orders (including consent orders), and agreements in each case,
relating to protection of the environment, natural resources, human health and safety or
the presence, Release of, or exposure to, Hazardous Materials, or the generation,
manufacture, processing, distribution, use, treatment, storage, transport, recycling or
handling of, or the arrangement for such activities with respect to, Hazardous Materials.

Environmental
Liability shall mean all liabilities, obligations, damages, losses, claims,
actions, suits, judgments, orders, fines, penalties, fees, expenses and costs (including
administrative oversight costs, natural resource damages and remediation costs), whether
contingent or otherwise, arising out of or relating to (a) compliance or
non-compliance with 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 of any Hazardous
Materials or (e) any contract, agreement or other consensual arrangement pursuant to
which liability is assumed or imposed with respect to any of the foregoing.

Equity
Interests shall mean shares of capital stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or other equity
interests in any person, or any obligations convertible into or exchangeable for, or
giving any person a right, option or warrant to acquire such equity interests or such
convertible or exchangeable obligations.

Equity
Issuance shall mean any issuance or sale by Holdings, the Borrower or any of
their respective subsidiaries of any Equity Interests of Holdings, the Borrower or any
such subsidiary, as applicable, or any obligations convertible into or exchangeable for,
or giving any person a right, option or warrant to acquire such Equity Interests or such
convertible or exchangeable obligations, except in each case for (a) any issuance or
sale to Holdings, the Borrower or any Subsidiary, (b) any issuance or sale of Equity
Interests or such convertible or exchangeable obligations of Holdings to one or more
Permitted Investors, (c) any issuance of directors qualifying shares and
(d) sales or issuances of common stock of Holdings to management or employees of
Holdings, the Borrower or any Subsidiary under any employee stock option or stock purchase
plan or employee benefit plan in existence from time to time.

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

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

ERISA
Event shall mean (a) any reportable event, as defined in
Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan
(other than an event for which the 30-day notice period is waived); (b) the existence with
respect to any Plan of an accumulated funding deficiency (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the
filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any Plan; (d) the
incurrence by the Borrower or any of its ERISA Affiliates of any liability under
Title IV of ERISA with respect to the termination of any Plan or the withdrawal or
partial withdrawal of the Borrower or any of its ERISA Affiliates from any Plan or
Multiemployer Plan; (e) the receipt by the Borrower or any of its ERISA Affiliates from
the PBGC or a plan administrator of any notice relating to the intention to terminate any
Plan or Plans or to appoint a trustee to administer any Plan; (f) the adoption of any
amendment to a Plan that would require the provision of security pursuant to
Section 401(a)(29) of the Code or Section 307 of ERISA; (g)  the receipt by
the Borrower or any of its ERISA Affiliates of any notice, or the receipt by any
Multiemployer Plan from the Borrower or any of its ERISA Affiliates of any notice,
concerning the imposition of Withdrawal Liability or a determination that a Multiemployer
Plan is, or is expected to be, insolvent or in reorganization, within the meaning of
Title IV of ERISA; or (h) the occurrence of a prohibited transaction
with respect to which Holdings, the Borrower or any of the Subsidiaries is a
disqualified person (within the meaning of Section 4975 of the Code) or
with respect to which Holdings, the Borrower or any such Subsidiary could otherwise be
liable.

Eurodollar,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are bearing interest at a rate determined by reference to the
Adjusted LIBO Rate.

Event
of Default shall have the meaning assigned to such term in Article VII.

Excess
Cash Flow shall mean, for any fiscal year of the Borrower ending on or around
June 30, 2005, the excess of (a) the sum, without duplication, of (i) Consolidated EBITDA
of the Borrower for such fiscal year and (ii) reductions to noncash working capital of the
Borrower and the Subsidiaries for such fiscal year (i.e., the decrease, if any, in
Current Assets minus Current Liabilities from the beginning to the end of such fiscal
year) over (b) the sum, without duplication, of (i) the amount of any Tax Payments payable
with respect to such fiscal year, (ii) cash interest paid (net of cash interest
received) by the Borrower and the Subsidiaries, during such fiscal year, (iii) the
aggregate amount paid in cash in respect of Capital Expenditures and Permitted
Acquisitions during such fiscal year made in accordance with Sections 6.10 and
6.04(f), respectively, except to the extent financed with the proceeds of Indebtedness,
equity, casualty or condemnation proceeds, (iv) permanent repayments of Indebtedness
(other than mandatory prepayments of Loans under Section 2.13 and Voluntary Prepayments)
made by the Borrower and the Subsidiaries during such fiscal year, but only to the extent
that such prepayments by their terms cannot be reborrowed or redrawn and do not occur in
connection with a refinancing of all or any portion of such Indebtedness, and
(v) additions to noncash working capital for such fiscal year (i.e., the
increase, if any, in Current Assets minus Current Liabilities from the beginning to the
end of such fiscal year).

Excluded
Taxes shall mean, with respect to the Administrative Agent, any Lender, the
Issuing Bank or any other recipient of any payment to be made by or on account of any
obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or
measured by) its net income by the United States of America, or by the jurisdiction under
the laws of which such recipient is organized or in which its principal office is located
or, in the case of any Lender, in which its applicable lending office is located, (b) any
branch profits taxes imposed by the United States of America or any similar tax imposed by
any other jurisdiction in which the Borrower is located and (c) in the case of a Foreign
Lender (other than an assignee pursuant to a request by the Borrower under Section
2.21(a)), any withholding tax that is imposed on amounts payable to such Foreign Lender at
the time such Foreign Lender becomes a party to this Agreement (or designates a new
lending office) or is attributable to such Foreign Lenders failure to comply with
Section 2.20(e), except to the extent that such Foreign Lender (or its assignor, if any)
was entitled, at the time of designation of a new lending office (or assignment), to
receive additional amounts from the Borrower with respect to such withholding tax pursuant
to Section 2.20(a).

Existing
Credit Agreement shall mean the Credit Agreement dated as of June 28, 2002,
among the Borrower, Holdings, the lenders party thereto and Credit Suisse First Boston, as
administrative agent and collateral agent.

Existing
Holdings Notes shall mean Holdings Series A Senior Subordinated Notes
and Series B Junior Subordinated Notes due 2011.

Existing
Holdings Note Redemption shall mean the redemption, by Holdings of all or a
portion of the outstanding Existing Holdings Notes, made in accordance with Section
6.09(c)(iv).

Existing
Letters of Credit shall mean each Letter of Credit previously issued for the
account of the Borrower that is (a) outstanding on the Restatement Date and (b) listed on
Schedule 1.01(a).

Existing
Subordinated Note Documents shall mean the Existing Subordinated Notes, the
Existing Subordinated Note Indenture and all other documents executed and delivered with
respect to the Existing Subordinated Notes or the Existing Subordinated Note Indenture.

Existing
Subordinated Note Indenture shall mean the indenture dated as of June 28,
2002, between the Borrower and U.S. Bank Corporate Trust Services, as the senior
subordinated note indenture trustee, as in effect on the Restatement Date and as
thereafter amended from time to time in accordance with the requirements thereof and of
this Agreement.

Existing
Subordinated Notes shall mean the Borrowers 11-1/4% Senior Subordinated
Notes due 2010 issued pursuant to the Existing Subordinated Note Indenture and any notes
issued by the Borrower in exchange for, and as contemplated by, the Existing Subordinated
Note Indenture with substantially identical terms as the Existing Subordinated Notes.

Existing
Term Loans shall mean the term loans under the Existing Credit Agreement.

Federal
Funds Effective Rate shall mean, for any day, the weighted average (rounded
upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers,
as published on the next succeeding Business Day by the Federal Reserve Bank of
New York, or, if such rate is not so published for any day that is a Business Day,
the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for
the day for such transactions received by the Administrative Agent from three Federal
funds brokers of recognized standing selected by it.

Fee
Letter shall mean the Fee Letter dated February 6, 2004, between the
Borrower and the Administrative Agent.

Fees
shall mean the Commitment Fees, the Administrative Agent Fees, the L/C Participation Fees,
the UF L/C Commitment Fees, the PF L/C Commitment Fees and the Issuing Bank Fees.

Financial
Officer of any person shall mean the chief financial officer, principal
accounting officer, Treasurer or Controller of such person.

Fixed
Charge Coverage Ratio shall mean, for any period, the ratio of (a) Consolidated
EBITDA of the Borrower for such period plus Rent payments made or required to be made by
the Borrower and the Subsidiaries during such period minus Maintenance Capital
Expenditures of the Borrower and the Subsidiaries during such period to
(b) Consolidated Fixed Charges of the Borrower for such period.

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

Foreign
Subsidiary shall mean any Subsidiary that is not a Domestic Subsidiary.

Funded
Debt shall mean, at any time, the Total Debt at such time less cash and
Permitted Investments of the Borrower and the Domestic Subsidiaries at such time in an
aggregate amount not to exceed $30,000,000.

Funded
Senior Debt shall mean, at any time, the Funded Debt at such time less,
to the extent included therein, the amount of any Indebtedness that is subordinated to the
Obligations pursuant to subordination provisions no less favorable to the Lenders than
those contained in the Existing Subordinated Note Indenture.

GAAP
shall mean United States generally accepted accounting principles applied on a consistent
basis.

Governmental
Authority shall mean any Federal, state, local or foreign court or governmental
agency, authority, instrumentality or regulatory body.

Granting
Lender shall have the meaning assigned to such term in Section 9.04(i).

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

Guarantee
and Collateral Agreement shall mean the Guarantee and Collateral Agreement dated
as of June 28, 2002, among the Borrower, Holdings, the Subsidiaries party thereto and the
Collateral Agent, a copy of which is attached as Exhibit D.

Guarantors
shall mean Holdings and the Subsidiary Guarantors.

Hazardous
Materials shall mean (a) any petroleum products or byproducts and all other
hydrocarbons, coal ash, radon gas, asbestos, urea formaldehyde foam insulation,
polychlorinated biphenyls, chlorofluorocarbons and all other ozone-depleting substances
and (b) any chemical, material, substance or waste that is prohibited, limited or
regulated by or pursuant to any Environmental Law.

Hedging
Agreement shall mean any interest rate protection agreement, foreign currency
exchange agreement, commodity price protection agreement or other interest or currency
exchange rate or commodity price hedging arrangement.

Inactive
Subsidiary shall mean any Subsidiary of the Borrower that (a) does not
conduct any business operations, (b) has assets with a total book value not in excess
of $10,000 and (c) does not have any Indebtedness outstanding.

Incremental
Debt Amount shall mean, at any time, the excess, if any, of (a) $35,000,000
over (b) an amount equal to (i) the aggregate amount of all Incremental Term Loan
Commitments established prior to such time pursuant to Section 2.24 plus (ii) the
aggregate principal amount of Existing Subordinated Notes issued by the Borrower pursuant
to the Existing Subordinated Note Indenture after the Restatement Date in excess of the
aggregate principal amount of $230,000,000 plus (iii) the aggregate principal amount
of all other Indebtedness incurred under Section 6.01(k) and outstanding at such
time.

Incremental
Term Lender shall mean a Lender with an Incremental Term Loan Commitment or an
outstanding Incremental Term Loan.

Incremental
Term Loan Assumption Agreement shall mean an Incremental Term Loan Assumption
Agreement in form and substance reasonably satisfactory to the Administrative Agent, among
the Borrower, the Administrative Agent and one or more Incremental Term Lenders.

Incremental
Term Loan Commitment shall mean the commitment of any Lender, established
pursuant to Section 2.24, to make Incremental Term Loans to the Borrower.

Incremental
Term Loan Maturity Date shall mean the final maturity date of any Incremental
Term Loan, as set forth in the applicable Incremental Term Loan Assumption Agreement.

Incremental
Term Loan Repayment Dates shall mean the dates scheduled for the repayment of
principal of any Incremental Term Loan, as set forth in the applicable Incremental Term
Loan Assumption Agreement.

Incremental
Term Loans shall mean term loans made by one or more Lenders to the Borrower
pursuant to clause (b) of Section 2.01. Incremental Term Loans may be made in the form of
additional Term Loans or, to the extent permitted by Section 2.24 and provided for in
the relevant Incremental Term Loan Assumption Agreement, Other Term Loans.

Indebtedness
of any person shall mean, without duplication, (a) all obligations of such person for
borrowed money, (b) all obligations of such person evidenced by bonds, debentures,
notes or similar instruments, (c) all obligations of such person under conditional
sale or other title retention agreements relating to property or assets purchased by such
person, (d) all obligations of such person issued or assumed as the deferred purchase
price of property or services (excluding trade accounts payable and accrued obligations
incurred in the ordinary course of business), (e) all Indebtedness of others secured
by (or for which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by such person,
whether or not the obligations secured thereby have been assumed, (f) all Guarantees
by such person of Indebtedness of others, (g) all Capital Lease Obligations and
Synthetic Lease Obligations of such person, (h) all obligations of such person as an
account party in respect of letters of credit and (i) all obligations of such person
as an account party in respect of bankers acceptances. The Indebtedness of any
person shall include the Indebtedness of any partnership in which such person is a general
partner, except to the extent that, by its terms, such Indebtedness is nonrecourse to such
person.

Indemnified
Taxes shall mean Taxes other than Excluded Taxes.

Interest
Coverage Ratio shall mean, for any period, the ratio of (a) Consolidated EBITDA
of the Borrower for such period to (b) Consolidated Interest Expense of the Borrower for
such period.

Interest
Payment Date shall mean (a) with respect to any ABR Loan, the last Business
Day of each March, June, September and December, (b) with respect to any
Credit-Linked Deposit, the last day of the Interest Period therefor or the date of any
prepayment thereof and (c) with respect to any Eurodollar Loan, the last day of the
Interest Period applicable to the Borrowing of which such Loan is a part and, in the case
of a Eurodollar Borrowing with an Interest Period of more than three months
duration, each day that would have been an Interest Payment Date had successive Interest
Periods of three months duration been applicable to such Borrowing, and, in
addition, the date of any prepayment of a Eurodollar Borrowing or conversion of a
Eurodollar Borrowing to an ABR Borrowing.

Interest
Period shall mean (a) with respect to any Eurodollar Borrowing, the period
commencing on the date of such Borrowing and ending on the numerically corresponding day
(or, if there is no numerically corresponding day, on the last day) in the calendar month
that is 1, 2, 3 or 6 months thereafter, as the Borrower may elect, and
(b) with respect to the Credit-Linked Deposits, the period commencing on the
Restatement Date or on the last day of the preceding Interest Period and ending on the
last Business Day of each March, June, September and December thereafter, commencing with
March 31, 2004; provided, however, that if the Interest Period for any
Eurodollar Borrowing would end on a day other than a Business Day, such Interest Period
shall be extended to the succeeding Business Day unless, such next succeeding Business Day
would fall in the next calendar month, in which case such Interest Period shall end on the
preceding Business Day. Interest shall accrue from and including the first day of an
Interest Period to but excluding the last day of such Interest Period. For purposes
hereof, the date of a Borrowing initially shall be the date on which such Borrowing is
made and thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.

Issuing
Bank shall mean, as the context may require, (a) Fleet Boston, in its capacity
as the issuer of Letters of Credit hereunder, (b) with respect to each Existing Letter of
Credit, the Lender that issued such Letter of Credit, and (c) any other Lender that may
become an Issuing Bank pursuant to Section 2.23(i) or 2.23(k), with respect to
Letters of Credit issued by such Lender. The Issuing Bank may, in its discretion, arrange
for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which
case the term Issuing Bank shall include any such Affiliate with respect to
Letters of Credit issued by such Affiliate.

Issuing
Bank Fees shall have the meaning assigned to such term in Section 2.05(c).

L/C
Commitment shall mean the commitment of the Issuing Bank to issue Letters of
Credit pursuant to Section 2.23.

L/C
Disbursement shall mean a payment or disbursement made by the Issuing Bank
pursuant to a Letter of Credit.

L/C
Participation Fee shall have the meaning assigned to such term in
Section 2.05(c).

Lenders
shall mean (a) the persons listed on Schedule 2.01 (other than any such person that
has ceased to be a party hereto pursuant to an Assignment and Acceptance) and (b) any
person that has become a party hereto pursuant to an Assignment and Acceptance or an
Incremental Term Loan Assumption Agreement. Unless the context clearly indicates
otherwise, the term Lenders shall include the Swingline Lender.

Letter
of Credit shall mean an RF Letter of Credit, a UF Letter of Credit or a PF
Letter of Credit.

Letter
of Credit Facility Commitment shall mean the UF L/C Commitment or the PF L/C
Commitment.

Letter
of Credit Facility Loans shall mean UF L/C Loans and PF L/C Loans.

Leverage
Ratio shall mean, on any date, the ratio of Funded Debt on such date to
Consolidated EBITDA of the Borrower for the period of four consecutive fiscal quarters
most recently ended as of such date.

LIBO
Rate shall mean, with respect to the Credit-Linked Deposits or any Eurodollar
Borrowing for any Interest Period, the rate per annum determined by the Administrative
Agent at approximately 11:00 a.m. (London time), on the date that is two Business
Days prior to the commencement of such Interest Period by reference to the British
Bankers Association Interest Settlement Rates for deposits in dollars (as set forth
by the Bloomberg Information Service or any successor thereto or any other service
selected by the Administrative Agent that has been nominated by the British Bankers
Association as an authorized information vendor for the purpose of displaying such rates)
for a period equal to such Interest Period; provided that, to the extent that an
interest rate is not ascertainable pursuant to the foregoing provisions of this
definition, the LIBO Rate shall be the interest rate per annum determined by
the Administrative Agent to be the average of the rates per annum at which deposits in
dollars are offered for such relevant Interest Period to major banks in the London
interbank market in London, England by the Administrative Agent at approximately 11:00
a.m. (London time) on the date that is two Business Days prior to the beginning of such
Interest Period.

Lien
shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge,
encumbrance, charge or security interest in or on such asset and (b) the interest of
a vendor or a lessor under any conditional sale agreement, capital lease or title
retention agreement (or any financing lease having substantially the same economic effect
as any of the foregoing) relating to such asset.

Loan
Documents shall mean this Agreement, the Amendment Agreement, the promissory
notes, if any, executed and delivered pursuant to Section 2.04(e), the Security Documents
and any Incremental Term Loan Assumption Agreement.

Loan
Parties shall mean the Borrower and the Guarantors.

Loans
shall mean the Revolving Loans, the UF L/C Loans, the PF L/C Loans, the Term Loans and the
Swingline Loans.

Maintenance
Capital Expendituresshall mean, for any period, actual Capital Expenditures
during such period for maintenance, repair, upkeep and normal course renovations.

Management
Services Agreement shall mean the Amended and Restated Management and Fee
Agreement dated as of the Restatement Date, between the Borrower and CaxtonIseman
Capital, Inc.

Margin
Stock shall have the meaning assigned to such term in Regulation U.

Material
Adverse Effect shall mean (a) a materially adverse effect on the business,
assets, operations or condition (financial or otherwise) of the Borrower and the
Subsidiaries, taken as a whole, (b) material impairment of the ability of the
Borrower and the other Loan Parties, taken as a whole, to perform any of their respective
obligations under any Loan Document to which any such person is or will be a party or
(c) material impairment of the rights of or benefits available to the Lenders under
any Loan Document.

Material
Indebtedness shall mean Indebtedness (other than the Loans and Letters of
Credit), or obligations in respect of one or more Hedging Agreements, of any one or more
of Holdings, the Borrower and the Subsidiaries in an aggregate principal amount exceeding
$5,000,000. For purposes of determining Material Indebtedness, the principal
amount of the obligations of Holdings, the Borrower or any Subsidiary in respect of
any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to
any netting agreements) that Holdings, the Borrower or such Subsidiary would be required
to pay if such Hedging Agreement were terminated at such time.

Moodys
shall mean Moodys Investors Service, Inc.

Mortgaged
Properties shall mean the owned real properties of the Loan Parties and
improvements thereto with respect to which a Mortgage is granted pursuant to
Section 5.09 or 5.10.

Mortgages
shall mean the mortgages, deeds of trust, leasehold mortgages, assignments of leases and
rents, modifications and other security documents delivered pursuant to the Existing
Credit Agreement or pursuant to Section 5.09 or 5.10, each in form and substance
reasonably satisfactory to the Administrative Agent.

Multiemployer
Plan shall mean a multiemployer plan as defined in Section 4001(a)(3) of
ERISA.

Net
Cash Proceeds shall mean (a) with respect to any Asset Sale, the cash
proceeds (including cash proceeds subsequently received (as and when received) in respect
of noncash consideration initially received but excluding rent received from any sublessee
in connection with a sublease by a Loan Party of any leasehold interest), net of
(i) selling expenses (including reasonable brokers fees or commissions, legal
fees, transfer and similar taxes and the Borrowers good faith estimate of taxes paid
or payable in connection with such sale), (ii) amounts provided as a reserve, in
accordance with GAAP, against any liabilities under any indemnification obligations or
purchase price adjustment associated with such Asset Sale (provided that, to the
extent and at the time any such amounts are released from such reserve, such amounts shall
constitute Net Cash Proceeds) and (iii) the principal amount, premium or penalty, if
any, interest and other amounts on any Indebtedness for borrowed money which is secured by
the asset sold in such Asset Sale and which is repaid with such proceeds; provided,
however, that, except with respect to the Net Cash Proceeds of any sale or
disposition described in Section 6.05(c), if (x) the Borrower shall deliver a
certificate of a Financial Officer to the Administrative Agent at the time of receipt
thereof setting forth the Borrowers intent to reinvest such proceeds in Permitted
Acquisitions or productive assets of a kind then used or usable in the business of the
Borrower and its Subsidiaries within 360 days of receipt of such proceeds and
(y) no Default or Event of Default shall have occurred and shall be continuing at the
time of such certificate or at the proposed time of the application of such proceeds, such
proceeds shall not constitute Net Cash Proceeds except to the extent not so used or
contractually committed to be used at the end of such 360-day period, at which time such
proceeds shall be deemed to be Net Cash Proceeds; and (b) with respect to any
issuance or disposition of Indebtedness or any Equity Issuance, the cash proceeds thereof,
net of all taxes and customary fees, commissions, costs and other expenses incurred in
connection therewith; provided, however, that, for purposes of this
definition, the cash proceeds of any Equity Issuance shall be deemed not to be reduced by
the amount of any fee payable pursuant to the proviso to Section 6.07(d)(ii).

New
Holdings Note Documents shall mean all instruments, agreements and other
documents evidencing or governing the New Holdings Notes or providing for any right in
respect thereof.

New
Holdings Notes shall have the meaning assigned to such term in
Section 6.01(j).

Obligations
shall mean all obligations defined as Obligations in the Guarantee and
Collateral Agreement and the other Security Documents.

Other
Taxes shall mean any and all present or future stamp or documentary taxes or any
other excise or property taxes, charges or similar levies arising from any payment made
under any Loan Document or from the execution, delivery or enforcement of, or otherwise
with respect to, any Loan Document.

Other
Term Loans shall have the meaning assigned to such term in Section 2.24(a).

PBGC
shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

Perfection
Certificate shall mean the Perfection Certificate, delivered on the Closing
Date, a copy of which is attached as Exhibit E.

Permitted
Acquisition shall have the meaning assigned to such term in
Section 6.04(f).

Permitted
Investments shall mean:

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

(b)       
          investments in commercial paper maturing within six months days from the date of
          acquisition thereof and having, at such date of acquisition, the highest credit
          rating obtainable from S&P or from Moodys;

(c)       
          investments in certificates of deposit, bankers acceptances and time
          deposits maturing within six months from the date of acquisition thereof
          issued or guaranteed by or placed with, and money market deposit accounts issued
          or offered by, the Administrative Agent or any domestic office of any Lender or
          any commercial bank organized under the laws of the United States of America or
          any State thereof that has a combined capital and surplus and undivided profits
          of not less than $500,000,000;

(d)       
          fully collateralized repurchase agreements with a term of not more than 30 days
          for securities described in clause (a) above and entered into with a financial
          institution satisfying the criteria of clause (c) above;

(e)       
          investments in money market funds within the meaning of Rule 2a-7 of
          the Investment Company Act of 1940, as amended, substantially all of whose
          assets are invested in investments of the type described in clauses (a) through
          (d) above;

(f)       
          investments in municipal securities maturing within one year from the date of
          acquisition thereof and having, at such date of acquisition, a rating of at
          least AA by S&P or at least Aa by Moodys; and

(g)       
          other short-term investments utilized by Foreign Subsidiaries in accordance with
          normal investment practices for cash management in investments of a type
          analogous to the foregoing.

Permitted
Investors shall mean (a) CaxtonIseman Investments L.P., Sentinel
Capital Partners, II, L.P., Frederick J. Iseman, Robert M. Rosenberg, Steven M. Lefkowitz,
Robert A. Ferris, Roe H. Hatlen and David S. Lobel and any other person who is a
Controlled Affiliate of any of the foregoing and any member of senior management of
Holdings or the Borrower on the Restatement Date and (b) any Related Party of any of
the foregoing.

person
shall mean any natural person, corporation, business trust, joint venture, association,
company, limited liability company, partnership, Governmental Authority or other entity.

PF
L/C Commitment shall mean, with respect to each Lender, the amount set forth
opposite such Lenders name on Schedule 2.01, or in the Assignment and Acceptance
pursuant to which such Lender assumed its PF L/C Commitment, as applicable, as the same
may be (a) reduced from time to time pursuant to Section 2.09 and (b) reduced or increased
from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.
The aggregate amount of the PF L/C Commitments on the Restatement Date is $30,000,000.

PF
L/C Commitment Fee shall have the meaning assigned to such term in Section
2.05(c).

PF
L/C Exposure shall mean, at any time, the sum of (a) the aggregate undrawn
amount of all outstanding PF Letters of Credit at such time and (b) the aggregate
principal amount of all L/C Disbursements in respect of PF Letters of Credit that have not
yet been reimbursed at such time. The PF L/C Exposure of any PF Lender at any time shall
be its PF Pro Rata Percentage of the aggregate PF L/C Exposure at such time.

PF
L/C Loans shall mean the loans deemed made by the Lenders to the Borrower
pursuant to Section 2.02(h) in respect of their participations in L/C Disbursements under
a PF Letter of Credit.

PF
Lender shall mean a Lender with a PF L/C Commitment, a participation in an
outstanding PF Letter of Credit or L/C Disbursement in respect thereof or a PF L/C Loan.

PF
Letter of Credit shall mean a Letter of Credit designated (or deemed designated)
as such and issued pursuant to Section 2.23.

PF
Maturity Date shall mean June 28, 2009.

PF Pro
Rata Percentage of any PF Lender at any time shall mean the percentage of the
aggregate PF L/C Commitments represented by such PF Lenders PF L/C Commitment. In
the event the PF L/C Commitments shall have expired or been terminated, the PF Pro Rata
Percentages shall be determined on the basis of the PF L/C Commitments most recently in
effect.

Plan
shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to
the provisions of Title IV of ERISA or Section 412 of the Code or
Section 307 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is
(or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be)
an employer as defined in Section 3(5) of ERISA.

Prime
Rate shall mean the rate of interest per annum publicly announced from time to
time by the Administrative Agent as its prime rate in effect at its principal office in
New York City; each change in the Prime Rate shall be effective on the date such change is
publicly announced as being effective.

Pro
Forma Basis shall mean, with respect to compliance with any test or covenant
hereunder, compliance with such covenant or test after giving effect to any proposed
incurrence of Indebtedness, Permitted Acquisition or Asset Sale (including pro forma
adjustments arising out of events which are directly attributable to the proposed
incurrence of Indebtedness, Permitted Acquisition or Asset Sale, are factually supportable
and are expected to have a continuing impact, in each case which adjustments (a) are
based on reasonably detailed written assumptions reasonably acceptable to the
Administrative Agent and (b) are certified by a Financial Officer of the Borrower as
having been prepared in good faith based upon reasonable assumptions) using, for purposes
of determining such compliance, the historical financial statements of all entities or
assets so acquired or sold or to be acquired or sold and the consolidated financial
statements of the Borrower and its Subsidiaries which shall be reformulated as if such
incurrence of Indebtedness, Permitted Acquisition or Asset Sale, and any other Permitted
Acquisitions and Asset Sales that have been consummated during the period, and any
Indebtedness or other liabilities incurred in connection with any such Permitted
Acquisitions had been consummated and incurred at the beginning of such period.

Pro
Forma Compliance shall mean, at any date of determination, that the Borrower
shall be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12
and 6.13 as of the last day of the most recent fiscal quarter-end (computed on the basis
of (a) balance sheet amounts as of the most recently completed fiscal quarter, and (b)
income statement amounts for the most recently completed period of four consecutive fiscal
quarters, in each case, for which financial statements shall have been delivered to the
Administrative Agent and calculated on a Pro Forma Basis in respect of the event giving
rise to such determination).

Qualified
Initial Public Equity Offering shall mean an underwritten initial public
offering of common stock of, and by, Holdings pursuant to a registration statement filed
with the Securities and Exchange Commission in accordance with the Securities Act of 1933,
as amended, which initial public equity offering results in gross cash proceeds to
Holdings of not less than $50,000,000.

Qualified
Tahoe Joes Equity Offering shall mean the sale of common stock of Tahoe
Joes which results in gross cash proceeds to Holdings or the Borrower and its
Subsidiaries (other than Tahoe Joes) of not less than $25,000,000.

Register
shall have the meaning assigned to such term in Section 9.04(d).

Regulation
T shall mean Regulation T of the Board as from time to time in effect and
all official rulings and interpretations thereunder or thereof.

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

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

Related
Fund shall mean, with respect to any Lender that is a fund that invests in bank
loans, any other fund that invests in bank loans and is advised or managed by the same
investment advisor as such Lender or by an Affiliate of such investment advisor.

Related
Lender Parties shall mean, with respect to any specified person, such
persons Affiliates and the respective directors, officers, employees, agents and
advisors of such person and such persons Affiliates.

Related
Party shall mean (a) any Controlling stockholder, Controlling member,
general partner, majority owned subsidiary, or spouse or immediate family member (in the
case of an individual) of any Permitted Investor, (b) any estate, trust, corporation,
partnership or other entity, the beneficiaries, stockholders, partners, owners or persons
holding a Controlling interest of which consist solely of one or more Permitted Investors
and/or such other persons referred to in the immediately preceding clause (a) or (c) any
executor, administrator, trustee, manager, director or other similar fiduciary of any
person referred to in the immediately preceding clause (b) acting solely in such capacity.

Release
shall mean any release, spill, emission, leaking, dumping, injection, pouring, deposit,
disposal, discharge, dispersal, leaching or migration into or through the environment or
within or upon any building, structure, facility or fixture.

Rent
shall mean, for any period, the aggregate amount of fixed and contingent rentals
(including percentage rents) payable by the Borrower and the Subsidiaries, determined on a
consolidated basis in accordance with GAAP, for such period with respect to leases of real
property and fixtures; provided that payments in respect of Capital Lease
Obligations shall not constitute Rent.

Repayment
Date shall have the meaning given such term in Section 2.11. Unless the
context shall otherwise require, the term Repayment Date shall include the
Incremental Term Loan Repayment Dates.

Repurchase
Cutoff Date shall mean August 18, 2004.

Required
Lenders shall mean, at any time, Lenders having Loans (excluding Swingline
Loans), Aggregate L/C Exposure, Swingline Exposure and unused Revolving Credit
Commitments, Letter of Credit Facility Commitments and Term Loan Commitments representing
greater than 50% of the sum of all Loans outstanding (excluding Swingline Loans),
Aggregate L/C Exposure, Swingline Exposure and unused Revolving Credit Commitments, Letter
of Credit Facility Commitments and Term Loan Commitments at such time.

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

Restatement
Date shall mean February 20, 2004.

Restricted
Indebtedness shall mean the New Holdings Notes, the Existing Subordinated Notes
and any other Indebtedness of Holdings, the Borrower or any Subsidiary, the payment,
prepayment, repurchase or defeasance of which is restricted under Section 6.09(b).

Restricted
Payment shall mean any dividend, interest or other distribution (whether in
cash, securities or other property) with respect to any Equity Interests in Holdings, the
Borrower or any Subsidiary or the Existing Holding Notes or the New Holdings Notes 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,
cancelation or termination of any Equity Interests in Holdings, the Borrower or any
Subsidiary or the Existing Holding Notes or the New Holdings Notes or any option, warrant
or other right to acquire any such Equity Interests in Holdings, the Borrower or any
Subsidiary. The amount of any Restricted Payment resulting from the Tahoe Joes
Dividend shall be the fair market value of the Equity Interests of Tahoe Joes
subject thereto, as determined by an independent investment banking firm of recognized
national standing.

Revolving
Credit Borrowing shall mean a Borrowing comprised of Revolving Loans.

Revolving Credit
Commitment shall mean, with respect to each Lender, the commitment of such
Lender to make Revolving Loans hereunder as set forth on Schedule 2.01, or in the
Assignment and Acceptance pursuant to which such Lender assumed its Revolving Credit
Commitment, as applicable, as the same may be (a) reduced from time to time pursuant
to Section 2.09 and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 9.04.

Revolving
Credit Exposure shall mean, with respect to any Lender at any time, the
aggregate principal amount at such time of all outstanding Revolving Loans of such Lender,
plus the aggregate amount at such time of such Lenders RF L/C Exposure,
plus the aggregate amount at such time of such Lenders Swingline Exposure.

Revolving
Credit Lender shall mean a Lender with a Revolving Credit Commitment or an
outstanding Revolving Loan.

Revolving
Credit Maturity Date shall mean June 28, 2007.

Revolving Facility
Pro Rata Percentage of any Revolving Credit Lender at any time shall mean the
percentage of the Total Revolving Credit Commitment represented by such Lenders
Revolving Credit Commitment. In the event the Revolving Credit Commitments shall have
expired or been terminated, the Revolving Facility Pro Rata Percentages shall be
determined on the basis of the Revolving Credit Commitments most recently in effect.

Revolving
Loans shall mean the revolving loans made by the Lenders to the Borrower
pursuant to clause (d) of Section 2.01 and clause (f) of Section 2.02.

RF
L/C Exposure shall mean at any time the sum of (a) the aggregate undrawn amount
of all outstanding RF Letters of Credit at such time and (b) the aggregate principal
amount of all L/C Disbursements in respect of RF Letters of Credit that have not yet been
reimbursed at such time. The RF L/C Exposure of any Revolving Credit Lender at any time
shall equal its Revolving Facility Pro Rata Percentage of the aggregate RF L/C Exposure at
such time.

RF
Letter of Credit shall mean a Letter of Credit designated (or deemed designated)
as such and issued pursuant to Section 2.23.

S&P
shall mean Standard & Poors Ratings Services.

Sale
and Leaseback shall have the meaning assigned to such term in Section 6.03.

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

Security
Documents shall mean the Mortgages, the Guarantee and Collateral Agreement and
each of the security agreements, mortgages and other instruments and documents executed
and delivered pursuant to any of the foregoing or pursuant to Section 5.09 or 5.10.

Seller
Notes shall have the meaning assigned to such term in Section 6.01(h).

Senior Leverage
Ratio shall mean, on any date, the ratio of Funded Senior Debt on such date to
Consolidated EBITDA of the Borrower for the period of four consecutive fiscal quarters
most recently ended as of such date.

SPC
shall have the meaning assigned to such term in Section 9.04(i).

Special
Dividend shall mean Holdings payment of dividends to certain holders of
its Equity Interests pursuant to Section 6.06(a)(vii).

Statutory
Reserves shall mean a fraction (expressed as a decimal), the numerator of which
is the number one and the denominator of which is the number one minus the aggregate of
the maximum reserve percentages (including any marginal, special, emergency or
supplemental reserves) expressed as a decimal established by the Board for Eurocurrency
Liabilities (as defined in Regulation D of the Board). Such reserve percentages shall
include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed
to constitute Eurocurrency Liabilities) and to be subject to such reserve requirements
without benefit of or credit for proration, exemptions or offsets that may be available
from time to time to any Lender under such Regulation D. Statutory Reserves shall be
adjusted automatically on and as of the effective date of any change in any reserve
percentage.

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

Subsidiary
shall mean any subsidiary of the Borrower.

Subsidiary
Guarantor shall mean each Subsidiary listed on Schedule 1.01(c), and each
other Subsidiary that is or becomes a party to the Guarantee and Collateral Agreement.

Swingline
Commitment shall mean the commitment of the Swingline Lender to make loans
pursuant to Section 2.22, as the same may be reduced from time to time pursuant to
Section 2.09 or Section 2.22.

Swingline
Exposure shall mean at any time the aggregate principal amount at such time of
all outstanding Swingline Loans. The Swingline Exposure of any Revolving Credit Lender at
any time shall equal its Revolving Facility Pro Rata Percentage of the aggregate Swingline
Exposure at such time.

Swingline
Lender shall mean Credit Suisse First Boston, in its capacity as lender of
Swingline Loans hereunder.

Swingline
Loan shall mean any loan made by the Swingline Lender pursuant to
Section 2.22.

Synthetic
Lease shall mean, as to any person, any lease (including leases that may be
terminated by the lessee at any time) of any property (whether real, personal or mixed)
(a) that is accounted for as an operating lease under GAAP and (b) in respect of
which the lessee retains or obtains ownership of the property so leased for U.S. federal
income tax purposes, other than any such lease under which such person is the lessor.

Synthetic
Lease Obligations shall mean, as to any person, an amount equal to the sum of
(a) the obligations of such person to pay rent or other amounts under any Synthetic Lease
which are attributable to principal and, without duplication, (b) the amount of any
purchase price payment under any Synthetic Lease assuming the lessee exercises the option
to purchase the leased property at the end of the lease term.

Synthetic
Purchase Agreement shall mean any swap, derivative or other agreement or
combination of agreements pursuant to which Holdings, the Borrower or any Subsidiary is or
may become obligated to make (a) any payment in connection with a purchase by any third
party from a person other than Holdings, the Borrower or any Subsidiary of any Equity
Interest or Restricted Indebtedness of Holdings, the Borrower or a Subsidiary or (b) any
payment (other than on account of a permitted purchase by it of any Equity Interest or
Restricted Indebtedness) the amount of which is determined by reference to the price or
value at any time of any Equity Interest or Restricted Indebtedness of Holdings, the
Borrower or a Subsidiary; provided that no phantom stock or similar plan providing
for payments only to current or former directors, officers, consultants or employees of
Holdings, the Borrower or the Subsidiaries (or to their heirs or estates) shall be deemed
to be a Synthetic Purchase Agreement.

Tahoe
Joes shall mean Tahoe Joes, Inc., a Delaware corporation.

Tahoe Joes
Dividend shall mean the dividend or distribution by the Borrower or Holdings of
all the Equity Interests of Tahoe Joes held by the Borrower or Holdings.

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

Tax
Payments shall mean payments in cash in respect of Federal, state, local and
foreign income taxes and assessments, including all interests, penalties and additions
imposed with respect to such amounts, paid or payable by or on behalf of the Borrower and
its consolidated Subsidiaries.

Term
Borrowing shall mean a Borrowing comprised of Term Loans.

Term Loan
Commitment shall mean, with respect to each Lender, the commitment of such
Lender to make Term Loans hereunder as set forth on Schedule 2.01, or in the
Assignment and Acceptance pursuant to which such Lender assumed its Term Loan Commitment,
as applicable, as the same may be (a) reduced from time to time pursuant to
Section 2.09 and (b) reduced or increased from time to time pursuant to assignments
by or to such Lender pursuant to Section 9.04. The total amount of the initial Term
Loan Commitments is $230,000,000. Unless the context shall otherwise require, after the
effectiveness of any Incremental Term Loan Commitment the term Term Loan
Commitment shall include such Incremental Term Loan Commitments.

Term Loan
Maturity Dateshall mean June 28, 2009.

Term
Loans shall mean the term loans made by the Lenders to the Borrower pursuant to
Section 2.01. Unless the context shall otherwise require, the term Term
Loans shall include any Incremental Term Loans.

Total
Debt shall mean, at any time, the total Indebtedness of the Borrower and the
Subsidiaries at such time (excluding Indebtedness of the type described in clause (h)
of the definition of such term, except to the extent of any unreimbursed drawings).

Total
Revolving Credit Commitment shall mean, at any time, the aggregate amount of the
Revolving Credit Commitments, as in effect at such time. The initial Total Revolving
Credit Commitment is $30,000,000.

Transactions
shall mean, collectively, (a) the execution and delivery of the Amendment Agreement,
(b) the borrowing of the Term Loans and establishment of the PF L/C Commitments
hereunder, (c) the repayment of the Existing Term Loans, (d) from and after the
occurrence thereof, the execution, delivery and performance by Holdings of the New
Holdings Note Documents and the issuance of the New Holdings Notes, (e) the establishment
of the Cash Collateral Account and the initial deposit therein, (f) from and after
the occurrence thereof, the redemption or repurchase of all or a portion of the Existing
Holdings Notes, (g) from and after the occurrence thereof, the payment of the Special
Dividend and (h) the payment of related fees and expenses.

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

UF
L/C Commitment shall mean, with respect to each Lender, the commitment of such
Lender to acquire participations in UF Letters of Credit pursuant to Section 2.23(d), as
set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such
Lender assumed its UF L/C Commitment, as applicable, as the same may be (a) reduced from
time to time pursuant to Section 2.09 and (b) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 9.04. The UF L/C
Commitments are the Letter of Credit Facility Commitments established under
the Existing Credit Agreement. On the Restatement Date, the amount of the UF L/C
Commitment is $20,000,000.

UF
L/C Commitment Fee shall have the meaning assigned to such term in Section
2.05(c).

UF
L/C Exposure shall mean at any time the sum of (a) the aggregate undrawn amount
of all outstanding UF Letters of Credit at such time and (b) the aggregate principal
amount of all L/C Disbursements in respect of UF Letters of Credit that have not yet been
reimbursed at such time. The UF L/C Exposure of any UF Lender at any time shall be its UF
Pro Rata Percentage of the aggregate UF L/C Exposure at such time.

UF
L/C Loans shall mean the loans deemed made by the Lenders to the Borrower
pursuant to Section 2.02(g) in respect of their participations in UF L/C Disbursements.
Each UF L/C Loan when made shall be an ABR Loan and thereafter shall be an ABR Loan or a
Eurodollar Loan as the Borrower may select in accordance with the provisions of this
Agreement.

UF
Lender shall mean a Lender with a UF L/C Commitment, a participation in an
outstanding UF Letter of Credit or L/C Disbursement in respect thereof or an outstanding
UF L/C Loan.

UF
Letter of Credit shall mean a UF Letter of Credit designated (or deemed
designated) as such and issued pursuant to Section 2.23.

UF
Pro Rata Percentage of any UF Lender at any time shall mean the percentage of
the aggregate UF L/C Commitments represented by such UF Lenders UF L/C Commitment.
In the event the UF L/C Commitments shall have expired or been terminated, the UF Pro Rata
Percentages shall be determined on the basis of the UF L/C Commitments most recently in
effect.

Voluntary
Prepayment shall mean a prepayment of principal of Term Loans pursuant to
Section 2.12 in any year to the extent that such prepayment reduces the scheduled
installments of principal due in respect of Term Loans as set forth in Section 2.11(a) in
any subsequent year.

wholly
owned Subsidiary of any person shall mean a subsidiary of such person of which
securities (except for directors qualifying shares) or other ownership interests
representing 100% of the Equity Interests are, at the time any determination is being
made, owned, controlled or held by such person or one or more wholly owned Subsidiaries of
such person or by such person and one or more wholly owned Subsidiaries of such person.

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

SECTION
1.02. Terms Generally. The definitions in Section 1.01 shall apply equally to
both the singular and plural forms of the terms defined. Whenever the context may require,
any pronoun shall include the corresponding masculine, feminine and neuter forms. The
words include, includes and including shall be deemed
to be followed by the phrase without limitation. The word will
shall be construed to have the same meaning and effect as the word shall; and
the words asset and property shall be construed as having the same
meaning and effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights. All references
herein to Articles, Sections, Exhibits and Schedules shall be deemed references to
Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context
shall otherwise require. Except as otherwise expressly provided herein, (a) any reference
in this Agreement to any document shall mean such document as amended, restated,
supplemented or otherwise modified from time to time in accordance with the terms thereof
and of this Agreement and (b) all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided,
however, that if the Borrower notifies the Administrative Agent that the Borrower
wishes to amend any covenant in Article VI or any related definition to eliminate the
effect of any change in GAAP occurring after the Restatement Date on the operation of such
covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders
wish to amend Article VI or any related definition for such purpose), then the
Borrowers compliance with such covenant shall be determined on the basis of GAAP in
effect immediately before the relevant change in GAAP became effective, until either such
notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower
and the Required Lenders.

SECTION
1.03. Pro Forma Calculations. With respect to any period during which any Permitted
Acquisition or Asset Sale individually or in the aggregate in excess of $5,000,000 occurs
as permitted pursuant to the terms hereof, the Leverage Ratio, the Senior Leverage Ratio,
the Interest Coverage Ratio and the Fixed Charge Coverage Ratio shall be calculated with
respect to such period and such Permitted Acquisition or Asset Sale on a Pro Forma Basis.

SECTION 1.04.     Classification  of Loans and Borrowings.  For purposes of this  Agreement,  Loans may be
classified and referred to by Class (e.g., a "Revolving  Loan") or by Type (e.g., a  "Eurocurrency  Loan")
or by Class and Type (e.g.,  a  "Eurocurrency  Revolving  Loan").  Borrowings  also may be classified  and
referred to by Class (e.g., a "Revolving  Borrowing") or by Type (e.g., a "Eurocurrency  Borrowing") or by
Class and Type (e.g., a "Eurocurrency Revolving Borrowing").

SECTION
1.05. Designated Senior Indebtedness. The Loans and other Obligations are hereby
designated as Designated Senior Indebtedness, and this Agreement and the other
Loan Documents shall be the Credit Agreement, for all purposes of the Existing
Subordinated Note Indenture.

ARTICLE II

The Credits

SECTION
2.01. Commitments. Subject to the terms and conditions and relying upon the
representations and warranties herein set forth, each Lender agrees, severally and not
jointly, (a) to make a Term Loan to the Borrower on the Restatement Date in
a principal amount not to exceed its Term Loan Commitment, (b) if such Lender
has so committed pursuant to Section 2.24, to make Incremental Term Loans to the Borrower,
in an aggregate principal amount not to exceed its Incremental Term Loan Commitment,
(c) to fund its Credit-Linked Deposit on the Restatement Date in an amount not to
exceed its PF L/C Commitment and (d) to make Revolving Loans to the Borrower, at any time
and from time to time on or after the date hereof, and until the earlier of the
Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of
such Lender in accordance with the terms hereof, in an aggregate principal amount at any
time outstanding that will not result in such Lenders Revolving Credit Exposure
exceeding such Lenders Revolving Credit Commitment. Within the limits set forth in
clause (d) of the preceding sentence and subject to the terms, conditions and
limitations set forth herein, the Borrower may borrow, prepay and reborrow Revolving
Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. Letter of
Credit Facility Loans may be prepaid without reducing the related Letter of Credit
Facility Commitments; provided, however, that Letter of Credit Facility
Loans may not be reborrowed as such. Holdings, the Borrower and the Lenders acknowledge
the making of Revolving Loans prior to the Restatement Date in accordance with the terms
of the Existing Credit Agreement and agree that such Revolving Loans, if any, outstanding
on the Restatement Date shall continue to be outstanding pursuant to the terms and
conditions of this Agreement and the other Loan Documents.

SECTION
2.02. Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a
Borrowing consisting of Loans made by the Lenders ratably in accordance with their
applicable Commitments; provided, however, that the failure of any Lender to
make any Loan shall not in itself relieve any other Lender of its obligation to lend
hereunder (it being understood, however, that no Lender shall be responsible for the
failure of any other Lender to make any Loan required to be made by such other Lender).
Except for Loans deemed made pursuant to Section 2.02(f), 2.02(g) and 2.02(h), the
Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an
integral multiple of $500,000 and not less than $2,500,000 or (ii) equal to the remaining
available balance of the applicable Commitments.

(b)       
          Subject to Sections 2.08 and 2.15, each Borrowing shall be comprised
          entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant
          to Section 2.03. Each Lender may at its option make any Eurodollar Loan by
          causing any domestic or foreign branch or Affiliate of such Lender to make such
          Loan; provided that any exercise of such option shall not affect the
          obligation of the Borrower to repay such Loan in accordance with the terms of
          this Agreement. Borrowings of more than one Type may be outstanding at the same
          time; provided, however, that the Borrower shall not be entitled
          to request any Borrowing that, if made, would result in more than 10
          Eurodollar Borrowings outstanding hereunder at any time. For purposes of the
          foregoing, Eurodollar Borrowings having different Interest Periods, regardless
          of whether they commence on the same date, shall be considered separate
          Borrowings.

(c)       
          Except with respect to Loans made pursuant to Section 2.02(f), 2.02(g) and
          2.02(h), each Lender shall make each Loan to be made by it hereunder on the
          proposed date thereof by wire transfer of immediately available funds to such
          account in New York City as the Administrative Agent may designate not later
          than 11:00 a.m., New York City time, in the case of a Eurodollar Borrowing,
          or 1:00 p.m., New York City time, in the case of an ABR Borrowing, and
          the Administrative Agent shall promptly transfer the amounts so received to an
          account designated by the Borrower in the applicable Borrowing Request or, if a
          Borrowing shall not occur on such date because any condition precedent herein
          specified shall not have been met, return the amounts so received to the
          respective Lenders.

(d)       
          Unless the Administrative Agent shall have received notice from a Lender prior
          to the date of any Borrowing that such Lender will not make available to the
          Administrative Agent such Lenders portion of such Borrowing, the
          Administrative Agent may assume that such Lender has made such portion available
          to the Administrative Agent on the date of such Borrowing in accordance with
          paragraph (c) above and the Administrative Agent may, in reliance upon such
          assumption, make available to the Borrower on such date a corresponding amount.
          If the Administrative Agent shall have so made funds available then, to the
          extent that such Lender shall not have made such portion available to the
          Administrative Agent, such Lender and the Borrower severally agree to repay to
          the Administrative Agent forthwith on demand such corresponding amount together
          with interest thereon, for each day from the date such amount is made available
          to the Borrower until the date such amount is repaid to the Administrative Agent
          at (i) in the case of the Borrower, the interest rate applicable at the
          time to the Loans comprising such Borrowing and (ii) in the case of such
          Lender, a rate determined by the Administrative Agent to represent its cost of
          overnight or short-term funds (which determination shall be conclusive absent
          manifest error). If such Lender shall repay to the Administrative Agent such
          corresponding amount, such amount shall constitute such Lenders Loan as
          part of such Borrowing for purposes of this Agreement.

(e)       
          Notwithstanding any other provision of this Agreement, the Borrower shall not be
          entitled to request any Revolving Credit Borrowing if the Interest Period
          requested with respect thereto would end after the Revolving Credit Maturity
          Date.

(f)       
          If the Issuing Bank shall not have received from the Borrower the payment
          required to be made by Section 2.23(e) with respect to any RF Letter of
          Credit within the time specified in such Section, the Issuing Bank will promptly
          notify the Administrative Agent of the L/C Disbursement and the Administrative
          Agent will promptly notify each Revolving Credit Lender of such L/C Disbursement
          and its Revolving Facility Pro Rata Percentage thereof. Each Revolving Credit
          Lender shall pay by wire transfer of immediately available funds to the
          Administrative Agent not later than 2:00 p.m., New York City time, on such date
          (or, if such Revolving Credit Lender shall have received such notice later than
          12:00 (noon), New York City time, on any day, not later than 10:00 a.m., New
          York City time, on the immediately following Business Day), an amount equal to
          such Lenders Revolving Facility Pro Rata Percentage of such L/C
          Disbursement (it being understood that such amount shall be deemed to constitute
          an ABR Revolving Loan of such Lender and such payment shall be deemed to have
          reduced the RF L/C Exposure), and the Administrative Agent will promptly pay to
          the Issuing Bank amounts so received by it from such Revolving Credit Lenders.
          The Administrative Agent will promptly pay to the Issuing Bank any amounts
          received by it from the Borrower pursuant to Section 2.23(e) prior to the
          time that any Revolving Credit Lender makes any payment pursuant to this
          paragraph (f); any such amounts received by the Administrative Agent thereafter
          will be promptly remitted by the Administrative Agent to the Revolving Credit
          Lenders that shall have made such payments and to the Issuing Bank, as their
          interests may appear. If any Revolving Credit Lender shall not have made its
          Revolving Facility Pro Rata Percentage of such L/C Disbursement available to the
          Administrative Agent as provided above, such Lender and the Borrower severally
          agree to pay interest on such amount, for each day from and including the date
          such amount is required to be paid in accordance with this paragraph to but
          excluding the date such amount is paid, to the Administrative Agent for the
          account of the Issuing Bank at (i) in the case of the Borrower, a rate per annum
          equal to the interest rate applicable to Revolving Loans pursuant to
          Section 2.06(a), and (ii) in the case of such Lender, for the first such
          day, the Federal Funds Effective Rate, and for each day thereafter, the
          Alternate Base Rate.

(g)       
          If the Issuing Bank shall not have received from the Borrower the payment
          required to be made by Section 2.23(e) with respect to any UF Letter of
          Credit within the time specified in such Section, the Issuing Bank will promptly
          notify the Administrative Agent of the L/C Disbursement and the Administrative
          Agent will promptly notify each UF Lender of such L/C Disbursement and its UF
          Pro Rata Percentage thereof. Each UF Lender shall pay by wire transfer of
          immediately available funds to the Administrative Agent not later than 2:00
          p.m., New York City time, on such date (or, if such UF Lender shall have
          received such notice later than 12:00 (noon), New York City time, on any day,
          not later than 10:00 a.m., New York City time, on the immediately following
          Business Day), an amount equal to such Lenders UF Pro Rata Percentage of
          such L/C Disbursement (it being understood that such amount shall be deemed to
          constitute an ABR UF L/C Facility Loan of such Lender and such payment shall be
          deemed to have reduced the UF L/C Exposure), and the Administrative Agent will
          promptly pay to the Issuing Bank amounts so received by it from such UF Lenders.
          The Administrative Agent will promptly pay to the Issuing Bank any amounts
          received by it from the Borrower pursuant to Section 2.23(e) prior to the
          time that any UF Lender makes any payment pursuant to this paragraph (g); any
          such amounts received by the Administrative Agent thereafter will be promptly
          remitted by the Administrative Agent to the UF Lenders that shall have made such
          payments and to the Issuing Bank, as their interests may appear. If any UF
          Lender shall not have made its UF Pro Rata Percentage of such L/C Disbursement
          available to the Administrative Agent as provided above, such Lender and the
          Borrower severally agree to pay interest on such amount, for each day from and
          including the date such amount is required to be paid in accordance with this
          paragraph to but excluding the date such amount is paid, to the Administrative
          Agent for the account of the Issuing Bank at (i) in the case of the Borrower, a
          rate per annum equal to the interest rate applicable to Revolving Loans pursuant
          to Section 2.06(a), and (ii) in the case of such Lender, for the first such
          day, the Federal Funds Effective Rate, and for each day thereafter, the
          Alternate Base Rate.

(h)       
          If the Issuing Bank shall not have received from the Borrower the payment
          required to be made by Section 2.23(e) with respect to any PF Letter of
          Credit within the time specified in such Section, the Issuing Bank will promptly
          notify the Administrative Agent of the L/C Disbursement and the Administrative
          Agent will promptly notify each PF Lender of such L/C Disbursement and its PF
          Pro Rata Percentage thereof. Each PF Lender hereby authorizes the Administrative
          Agent to reimburse the Issuing Bank solely from such Lenders PF Pro Rata
          Percentage of the Credit-Linked Deposits on deposit with the Administrative
          Agent in the Credit-Linked Deposit Account (it being understood that such amount
          shall be deemed to constitute a PF L/C Loan of such Lender and such payment
          shall be deemed to have reduced the PF L/C Exposure), and the Administrative
          Agent will promptly pay to the Issuing Bank such amounts. Any amounts received
          by the Administrative Agent thereafter pursuant to Section 2.23(e) will be
          promptly remitted by the Administrative Agent to the Credit-Linked Deposit
          Account (it being understood that, thereafter, such amounts will be available to
          reimburse the Issuing Bank in accordance with the preceding sentence of this
          paragraph).

(i)       
          On each date on which the Administrative Agent charges the Credit-Linked Deposit
          Account to reimburse a PF L/C Disbursement as provided in Section 2.02(h),
          the Borrower shall have the right either to reimburse such amount or to allow
          such amount to remain outstanding as a PF L/C Loan with an initial Interest
          Period coincident with the then-applicable Interest Period for the Credit-Linked
          Deposits and the Adjusted LIBO Rate therefor shall be the same as the
          then-applicable Adjusted LIBO Rate for the Credit-Linked Deposits. Thereafter,
          each PF Borrowing shall be comprised either of Eurodollar Loans or ABR Loans, as
          the Borrower may elect in accordance with Section 2.10.

SECTION
2.03. Borrowing Procedure. In order to request a Borrowing (other than a Swingline
Loan or a deemed Borrowing pursuant to Section 2.02(f), 2.02(g) or 2.02(h), as to
which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to
the Administrative Agent a duly completed Borrowing Request (a) in the case of a
Eurodollar Borrowing, not later than 12:00 (noon), New York City time, three Business
Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later
than 12:00 (noon), New York City time, one Business Day before a proposed
Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of
the Borrower and shall specify the following information: (i) whether the Borrowing
then being requested is to be a Term Borrowing or a Revolving Credit Borrowing, and
whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the
date of such Borrowing (which shall be a Business Day); (iii) the number and location
of the account to which funds are to be disbursed (which shall be an account that complies
with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing;
and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with
respect thereto; provided, however, that, notwithstanding any contrary
specification in any Borrowing Request, each requested Borrowing shall comply with the
requirements set forth in Section 2.02. If no election as to the Type of Borrowing is
specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If
no Interest Period with respect to any Eurodollar Borrowing is specified in any such
notice, then the Borrower shall be deemed to have selected an Interest Period of one
months duration. The Administrative Agent shall promptly advise the applicable
Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof),
and of each Lenders portion of the requested Borrowing.

SECTION
2.04. Evidence of Debt; Repayment of Loans. (a) The Borrower hereby
unconditionally promises to pay to the Administrative Agent for the account of each Lender
(i) the principal amount of each Term Loan of such Lender as provided in
Section 2.11, (ii) the then unpaid principal amount of each Revolving Loan and
UF L/C Loan of such Lender on the Revolving Credit Maturity Date and (iii) the then unpaid
principal amount of each PF L/C Loan of such Lender on the PF Maturity Date. The Borrower
hereby unconditionally promises to pay to the Swingline Lender the then unpaid principal
amount of each Swingline Loan on the Revolving Credit Maturity Date.

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

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

(d)       
          The entries made in the accounts maintained pursuant to paragraphs (b)
          and (c) above shall be prima facie evidence of the existence and
          amounts of the obligations therein recorded; provided, however, that the
          failure of any Lender or the Administrative Agent to maintain such accounts or
          any error therein shall not in any manner affect the obligations of the Borrower
          to repay the Loans in accordance with their terms.

(e)       
          Any Lender may request that Loans made by it hereunder be evidenced by a
          promissory note. In such event, the Borrower shall execute and deliver to such
          Lender a promissory note payable to such Lender and its registered assigns and
          in a form and substance reasonably acceptable to the Administrative Agent and
          the Borrower. Notwithstanding any other provision of this Agreement, in the
          event any Lender shall request and receive such a promissory note, the interests
          represented by such note shall at all times (including after any assignment of
          all or part of such interests pursuant to Section 9.04) be represented by
          one or more promissory notes payable to the payee named therein or its
          registered assigns.

SECTION
2.05. Fees. (a) The Borrower agrees to pay to each Lender, through the
Administrative Agent, on the last Business Day of March, June, September and December in
each year and on each date on which the Revolving Credit Commitment of such Lender shall
expire or be terminated as provided herein, a commitment fee (a Commitment
Fee) equal to the Applicable Percentage per annum in effect from time to time on
the daily unused amount of the Revolving Credit Commitments of such Lender during the
preceding quarter (or other period ending with the Revolving Credit Maturity Date or the
date on which the Revolving Credit Commitment of such Lender shall expire or be
terminated). All Commitment Fees shall be computed on the basis of the actual number of
days elapsed in a year of 360 days. The Commitment Fee due to each Lender commenced to
accrue on the Closing Date and shall cease to accrue on the date on which the Revolving
Credit Commitment of such Lender shall expire or be terminated as provided herein. For
purposes of calculating Commitment Fees only, no portion of the Revolving Credit
Commitments of any Lender other than the Swingline Lender shall be deemed utilized under
Section 2.17 as a result of outstanding Swingline Loans.

(b)       
          The Borrower agrees to pay to the Administrative Agent, for its own account, the
          administration fees set forth in the Fee Letter at the times and in the amounts
          specified therein (the Administrative Agent Fees).

(c)       
          The Borrower agrees to pay (i) to each Revolving Credit Lender, through the
          Administrative Agent, on the last Business Day of March, June, September and
          December of each year and on the date on which the Revolving Credit Commitment
          of such Lender shall be terminated as provided herein, a fee (an L/C
          Participation Fee) calculated on such Lenders Revolving Facility
          Pro Rata Percentage of the daily aggregate RF L/C Exposure (excluding the
          portion thereof attributable to unreimbursed L/C Disbursements in respect of RF
          Letters of Credit) during the preceding quarter (or shorter period ending with
          the Revolving Credit Maturity Date or the date on which all RF Letters of Credit
          have been canceled or have expired and the Revolving Credit Commitments of all
          Lenders shall have been terminated) at a rate per annum equal to the Applicable
          Percentage from time to time used to determine the interest rate on Revolving
          Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06,
          (ii) to each UF Lender, through the Administrative Agent, on the last Business
          Day of March, June, September and December of each year and on the date on which
          the UF L/C Commitment of such Lender shall be terminated as provided herein, a
          fee (a UF L/C Commitment Fee) calculated on such
          Lenders UF Pro Rata Percentage of the daily aggregate UF L/C Commitments
          (whether used or unused but excluding, in any case, the amount thereof
          represented by outstanding UF L/C Loans) during the preceding quarter (or
          shorter period ending with the Revolving Credit Maturity Date or the date on
          which all UF Letters of Credit have been canceled or have expired and the UF L/C
          Commitment of such UF Lender shall have been terminated) at a rate per annum
          equal to the Applicable Percentage from time to time used to determine the
          interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans
          pursuant to Section 2.06 (provided that, if any UF Lender continues to
          have any UF L/C Exposure after its UF L/C Commitment terminates, then the UF L/C
          Commitment Fee shall continue to accrue (and be payable on demand) on the amount
          of such UF Lenders UF L/C Exposure from and including the date on which
          its UF L/C Commitment terminates to and including the date on which such UF
          Lender ceases to have any UF L/C Exposure), (iii) to each PF Lender,
          through the Administrative Agent, on each Interest Payment Date with respect to
          the Credit-Linked Deposits and on the date on which any Credit-Linked Deposit is
          terminated and the funds therein returned to such Lenders, a fee (a PF
          L/C Commitment Fee) calculated on such Lenders PF Pro Rata
          Percentage of the amounts on deposit in the Credit-Linked Deposit Account during
          the Interest Period ending on such Interest Payment Date at a rate per annum
          equal to the sum of the Applicable Percentage from time to time used to
          determine the interest rate on Term Borrowings comprised of Eurodollar Loans
          pursuant to Section 2.06 plus the Credit-Linked Deposit Cost Amount for
          such period, and (iv) to the Issuing Bank with respect to each Letter of Credit,
          on each anniversary of the Closing Date and on the date on which the L/C
          Commitment of the Issuing Bank shall be terminated as provided herein (or later
          date on which all the Letters of Credit issued by such Issuing Bank shall have
          been terminated or expired), the standard fronting (in the case of UF Letters of
          Credit, equal to 0.25% per annum on the aggregate outstanding face amount of
          such UF Letters of Credit), issuance and drawing fees specified from time to
          time by the Issuing Bank (the Issuing Bank Fees). All L/C
          Participation Fees, UF L/C Commitment Fees, PF L/C Commitment Fees and Issuing
          Bank Fees shall be computed on the basis of the actual number of days elapsed in
          a year of 360 days. For the avoidance of doubt, if amounts on deposit in the
          Credit-Linked Deposit Account are used to reimburse the Issuing Bank during any
          period as contemplated by Section 2.02(h), then the PF L/C Commitment Fee
          in respect of such Interest Period will be payable only with respect to the
          amounts actually on deposit in the Credit-Linked Deposit Account during such
          Interest Period. From and including the date of the deemed PF L/C Loan, such PF
          L/C Loan shall bear interest as provided in Section 2.06 or 2.07, as the
          case may be, and the Borrower shall be responsible to the Administrative Agent
          for any costs arising as a result thereof under Section 2.16.

(d)       
          All Fees shall be paid on the dates due, in immediately available funds, to the
          Administrative Agent for distribution, if and as appropriate, among the Lenders,
          except that the Issuing Bank Fees shall be paid directly to the Issuing Bank.
          Accrued and unpaid Commitment Fees, UF L/C Commitment Fees, L/C Participation
          Fees and Issuing Bank Fees for all periods occurring prior to the Restatement
          Date shall be payable on the first dates for payment of such Fees occurring
          after the Restatement Date, unless required to be paid earlier pursuant to the
          terms of this Agreement. Once paid, none of the Fees shall be refundable under
          any circumstances.

SECTION
2.06. Interest on Loans. (a) Subject to the provisions of Section 2.07, the
Loans comprising each ABR Borrowing, including each Swingline Loan, shall bear
interest (computed on the basis of the actual number of days elapsed over a year of 365 or
366 days, as the case may be, when the Alternate Base Rate is determined by reference
to the Prime Rate and over a year of 360 days at all other times and calculated from
and including the date of such Borrowing to but excluding the date of repayment thereof)
at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage in
effect from time to time.

(b)       
          Subject to the provisions of Section 2.07, the Loans comprising each
          Eurodollar Borrowing shall bear interest (computed on the basis of the actual
          number of days elapsed over a year of 360 days) at a rate per annum equal
          to the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing
          plus the Applicable Percentage in effect from time to time.

(c)       
          Interest on each Loan shall be payable to the Administrative Agent on the
          Interest Payment Dates applicable to such Loan except as otherwise provided in
          this Agreement. The applicable Alternate Base Rate or Adjusted LIBO Rate shall
          be determined by the Administrative Agent, and such determination shall be
          conclusive absent manifest error.

SECTION
2.07. Default Interest. If the Borrower shall default in the payment of the
principal of or interest on any Loan or any other amount becoming due hereunder, by
acceleration or otherwise, or under any other Loan Document, the Borrower shall on demand
from time to time pay interest, to the extent permitted by law, on such defaulted amount
to but excluding the date of actual payment (after as well as before judgment) (a) in
the case of overdue principal, at the rate otherwise applicable to such Loan pursuant to
Section 2.06 plus 2.00% per annum and (b) in all other cases, at a rate per annum
(computed on the basis of the actual number of days elapsed over a year of 365 or 366
days, as the case may be, when determined by reference to the Prime Rate and over a year
of 360 days at all other times) equal to the rate that would be applicable to an ABR
Revolving Loan plus 2.00%.

SECTION
2.08. Alternate Rate of Interest. In the event, and on each occasion, that on the
day two Business Days prior to the commencement of any Interest Period for a Eurodollar
Borrowing the Administrative Agent shall have determined that dollar deposits in the
principal amounts of the Loans comprising such Borrowing are not generally available in
the London interbank market, or that the rates at which such dollar deposits are being
offered will not adequately and fairly reflect the cost to a majority in interest of the
Lenders making or maintaining such Eurodollar Loans during such Interest Period, or that
reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative
Agent shall, as soon as practicable thereafter, give written or fax notice of such
determination to the Borrower and the Lenders. In the event of any such determination,
until the Administrative Agent shall have advised the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist (which the Administrative Agent
agrees to do as soon as practicable after such circumstances cease to exist), any request
by the Borrower for a Eurodollar Borrowing pursuant to Section 2.03 or 2.10 shall be
deemed to be a request for an ABR Borrowing. Each determination by the Administrative
Agent hereunder shall be conclusive absent manifest error.

SECTION
2.09. Termination and Reduction of Commitments. (a) The Term Loan Commitments
(other than any Incremental Term Loan Commitments, which shall terminate in accordance
with the applicable Incremental Term Loan Assumption Agreement) shall automatically
terminate at 5:00 p.m., New York City time, on the Restatement Date. The
Revolving Credit Commitments, the UF L/C Commitments and the Swingline Commitment shall
automatically terminate on the Revolving Credit Maturity Date. The PF L/C Commitments
shall automatically terminate on the PF Maturity Date.

(b)       
          Upon at least three Business Days prior irrevocable written or fax notice
          to the Administrative Agent, the Borrower may at any time in whole permanently
          terminate, or from time to time in part permanently reduce, the Term Loan
          Commitments, the Revolving Credit Commitments or the Letter of Credit Facility
          Commitments of a Class; provided, however, that (i) each partial
          reduction of the Term Loan Commitments, the Revolving Credit Commitments or the
          Letter of Credit Facility Commitments of a Class shall be in an integral
          multiple of $1,000,000, (ii) the Total Revolving Credit Commitment shall
          not be reduced to an amount that is less than the Aggregate Revolving Credit
          Exposure at the time, (iii) the aggregate amount of the UF L/C Commitments
          shall not be reduced to an amount that is less than the sum of the outstanding
          UF L/C Loans and the UF L/C Exposure at the time and (iv) the aggregate
          amount of the PF L/C Commitments shall not be reduced to an amount that is less
          than the sum of the outstanding PF L/C Loans and the PF L/C Exposure at the
          time.

(c)       
          Each reduction in the Term Loan Commitments, the Revolving Credit Commitments or
          the Letter of Credit Facility Commitments of a Class hereunder shall be made
          ratably among the Lenders in accordance with their respective applicable
          Commitments. The Borrower shall pay to the Administrative Agent for the account
          of the applicable Lenders, on the date of each termination or reduction, the
          Commitment Fees, UF L/C Commitment Fees or PF L/C Commitment Fees, as the case
          may be, on the amount of the Commitments so terminated or reduced accrued to but
          excluding the date of such termination or reduction. In addition, in connection
          with any reduction or termination of the PF L/C Commitments pursuant to this
          Section 2.09, the Administrative Agent shall return to the PF Lenders, from
          the Credit-Linked Deposit Account, in accordance with their respective PF Pro
          Rata Percentages, an amount equal to the amount of such reduction or
          termination.

SECTION
2.10. Conversion and Continuation of Borrowings. The Borrower shall have the right
at any time upon prior irrevocable notice to the Administrative Agent (a) not later
than 12:00 (noon), New York City time, on the day of conversion, to convert any
Eurodollar Borrowing into an ABR Borrowing, (b) not later than 12:00 (noon), New York
City time, three Business Days prior to conversion or continuation, to convert any ABR
Borrowing into a Eurodollar Borrowing or to continue any Eurodollar Borrowing as a
Eurodollar Borrowing for an additional Interest Period, and (c) not later than 12:00
(noon), New York City time, three Business Days prior to conversion, to convert the
Interest Period with respect to any Eurodollar Borrowing to another permissible Interest
Period, subject in each case to the following:

(i)       
               each conversion or continuation shall be made pro rata among the Lenders in
               accordance with the respective principal amounts of the Loans comprising the
               converted or continued Borrowing;

(ii)       
               if less than all the outstanding principal amount of any Borrowing shall be
               converted or continued, then each resulting Borrowing shall satisfy the
               limitations specified in Sections 2.02(a) and 2.02(b) regarding the
               principal amount and maximum number of Borrowings of the relevant Type;

(iii)       
               each conversion shall be effected by each Lender and the Administrative Agent by
               recording for the account of such Lender the new Type and/or Interest Period for
               such Borrowing resulting from such conversion; accrued interest on any
               Eurodollar Loan (or portion thereof) being converted shall be paid by the
               Borrower at the time of conversion;

(iv)       
               if any Eurodollar Borrowing is converted at a time other than the end of the
               Interest Period applicable thereto, the Borrower shall pay, upon demand, any
               amounts due to the Lenders pursuant to Section 2.16;

(v)       
               any portion of a Borrowing maturing or required to be repaid in less than one
               month may not be converted into or continued as a Eurodollar Borrowing;

(vi)       
               any portion of a Eurodollar Borrowing that cannot be converted into or continued
               as a Eurodollar Borrowing by reason of the immediately preceding clause shall be
               automatically converted at the end of the Interest Period in effect for such
               Borrowing into an ABR Borrowing;

(vii)       
               no Interest Period may be selected for any Eurodollar Term Borrowing that would
               end later than a Repayment Date occurring on or after the first day of such
               Interest Period if, after giving effect to such selection, the aggregate
               outstanding amount of (A) the Eurodollar Term Borrowings with Interest
               Periods ending on or prior to such Repayment Date and (B) the ABR Term
               Borrowings would not be at least equal to the principal amount of Term
               Borrowings to be paid on such Repayment Date; and

(viii)       
               upon notice to the Borrower from the Administrative Agent given at the request
               of the Required Lenders, after the occurrence and during the continuance of a
               Default or Event of Default, no outstanding Loan may be converted into, or
               continued as, a Eurodollar Loan.

Each
notice pursuant to this Section 2.10 shall be irrevocable and shall refer to this
Agreement and specify (i) the identity and amount of the Borrowing that the Borrower
requests be converted or continued, (ii) whether such Borrowing is to be converted to
or continued as a Eurodollar Borrowing or an ABR Borrowing, (iii) if such notice
requests a conversion, the date of such conversion (which shall be a Business Day) and
(iv) if such Borrowing is to be converted to or continued as a Eurodollar Borrowing,
the Interest Period with respect thereto. If no Interest Period is specified in any such
notice with respect to any conversion to or continuation as a Eurodollar Borrowing, the
Borrower shall be deemed to have selected an Interest Period of one months duration.
The Administrative Agent shall advise the Lenders of any notice given pursuant to this
Section 2.10 and of each Lenders portion of any converted or continued
Borrowing. If the Borrower shall not have given notice in accordance with this
Section 2.10 to continue any Eurodollar Borrowing into a subsequent Interest Period
(and shall not otherwise have given notice in accordance with this Section 2.10 to
convert such Borrowing), such Borrowing shall, at the end of the Interest Period
applicable thereto (unless repaid pursuant to the terms hereof), automatically be
converted into an ABR Borrowing.

SECTION
2.11. Repayment of Term Borrowings. (a) (i) The Borrower shall pay to the
Administrative Agent, for the account of the Lenders, on the dates set forth below, or if
any such date is not a Business Day, on the next preceding Business Day (each such date
being called a Repayment Date), a principal amount of the Term Loans
(as adjusted from time to time pursuant to Sections 2.11(b), 2.12, 2.13(g) and 2.24(d))
equal to the amount set forth below for such date, together in each case with accrued and
unpaid interest on the principal amount to be paid to but excluding the date of such
payment:

|Repayment Date          | Amount
|----------------------- | ------
|March 31, 2004          |       
|June 30, 2004           |       
|September 30, 2004      |       
|December 31, 2004       |       
|March 31, 2005          |       
|June 30, 2005           |       
|September 30, 2005      |       
|December 31, 2005       |       
|March 31, 2006          |       
|June 30, 2006           |       
|September 30, 2006      |       
|December 31, 2006       |       
|March 31, 2007          |       
|June 30, 2007           |       
|September 30, 2007      |       
|December 31, 2007       |       
|March 31, 2008          |       
|June 30, 2008           |       
|September 30, 2008      |       
|December 31, 2008       |       
|March 31, 2009          |       
|Term Loan Maturity Date |       

(ii)       
          The Borrower shall pay to the Administrative Agent, for the account of the
          Lenders, on each Incremental Term Loan Repayment Date, a principal amount of the
          Other Term Loans (as adjusted from time to time pursuant to
          Sections 2.11(b), 2.12 and 2.13(g)) equal to the amount set forth for such
          date in the applicable Incremental Term Loan Assumption Agreement, together in
          each case with accrued and unpaid interest on the principal amount to be paid to
          but excluding the date of such payment.

(b)       
          In the event and on each occasion that any Term Loan Commitments shall be
          reduced or shall expire or terminate other than as a result of the making of a
          Term Loan, the installments payable on each Repayment Date shall be reduced pro
          rata by an aggregate amount equal to the amount of such reduction, expiration or
          termination.

(c)       
          To the extent not previously paid, all Term Loans and Other Term Loans shall be
          due and payable on the Term Loan Maturity Date and the applicable Incremental
          Term Loan Maturity Date, respectively, together with accrued and unpaid interest
          on the principal amount to be paid to but excluding the date of payment.

(d)       
          All repayments pursuant to this Section 2.11 shall be subject to
          Section 2.16, but shall otherwise be without premium or penalty.

SECTION
2.12. Prepayment. (a) The Borrower shall have the right at any time and from time
to time to prepay any Borrowing (other than a prepayment of Swingline Loans), in whole or
in part, upon at least three Business Days prior written or fax notice (or telephone
notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or
written or fax notice (or telephone notice promptly confirmed by written or fax notice) at
least one Business Day prior to the date of prepayment in the case of ABR Loans, to the
Administrative Agent before 12:00 (noon), New York City time; provided, however,
that each partial prepayment (other than a prepayment of Swingline Loans) shall be in an
amount that is an integral multiple of $500,000 and not less than $2,500,000.

(b)       
          Optional prepayments of Term Loans shall be applied pro rata against the
          remaining scheduled installments of principal due in respect of the Term Loans.
          Optional prepayments of PF Loans made other than in connection with a
          corresponding reduction of the PF L/C Commitments shall be made to the
          Administrative Agent, which shall promptly remit the same to the Credit-Linked
          Deposit Account.

(c)       
          Each notice of prepayment shall specify the prepayment date and the principal
          amount of each Borrowing (or portion thereof) to be prepaid, shall be
          irrevocable and shall commit the Borrower to prepay such Borrowing by the amount
          stated therein on the date stated therein. All prepayments under this
          Section 2.12 shall be subject to Section 2.16 but otherwise without
          premium or penalty. All prepayments of Eurodollar Loans under this
          Section 2.12 shall be accompanied by accrued interest on the principal
          amount being prepaid to the date of payment.

SECTION
2.13. Mandatory Prepayments. (a) In the event of any termination of all the
Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay
or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline
Loans and replace all outstanding RF Letters of Credit and/or deposit an amount equal to
the RF L/C Exposure in cash in a cash collateral account established with the Collateral
Agent for the benefit of the Secured Parties. In the event of any partial reduction of the
Revolving Credit Commitments, then (i) at or prior to the effective date of such
reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit
Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and
(ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving
Credit Commitment after giving effect to such reduction or termination, then the Borrower
shall, on the date of such reduction or termination, repay or prepay Revolving Credit
Borrowings or Swingline Loans (or a combination thereof) and/or replace or cash
collateralize outstanding RF Letters of Credit in an amount sufficient to eliminate such
excess. In the event of any termination of all the UF L/C Commitments, the Borrower shall,
on the date of such termination, repay or prepay all its outstanding UF L/C Loans and
replace all outstanding UF Letters of Credit and/or deposit an amount equal to the UF L/C
Exposure in cash in a cash collateral account established with the Collateral Agent for
the benefit of the Secured Parties. In the event of any partial reduction of the UF L/C
Commitments, then (i) at or prior to the effective date of such reduction, the
Administrative Agent shall notify the Borrower and the UF Lenders of the aggregate amount
of the outstanding UF L/C Loans and the UF L/C Exposure after giving effect thereto and
(ii) if such aggregate amount would exceed the aggregate amount of the UF L/C
Commitments after giving effect to such reduction or termination, then the Borrower shall,
on the date of such reduction or termination, repay or prepay UF L/C Loans and/or replace
or cash collateralize outstanding UF Letters of Credit in an amount sufficient to
eliminate such excess. In the event of any termination of all the PF L/C Commitments, the
Borrower shall, on the date of such termination, repay or prepay all its outstanding PF
L/C Loans and replace all outstanding PF Letters of Credit and/or deposit an amount equal
to the PF L/C Exposure in cash in a cash collateral account established with the
Collateral Agent for the benefit of the Issuing Bank. In the event of any partial
reduction of the PF L/C Commitments, then (i) at or prior to the effective date of
such reduction, the Administrative Agent shall notify the Borrower and the PF Lenders of
the aggregate amount of the outstanding PF L/C Loans and the PF L/C Exposure after giving
effect thereto and (ii) if such aggregate amount would exceed the aggregate amount of
the PF L/C Commitments after giving effect to such reduction or termination, then the
Borrower shall repay or prepay PF L/C Loans and/or replace or cash collateralize
outstanding PF Letters of Credit in an amount sufficient to eliminate such excess. Upon
any replacement or cash collateralization of PF Letters of Credit as contemplated and to
the extent required by the preceding sentence, the Administrative Agent shall return to
the PF Lenders, from the Credit-Linked Deposit Account in accordance with their respective
PF Pro Rata Percentages, an amount equal to the amount of such reduction or termination.

(b)       
          Not later than the third Business Day following the completion of any Asset
          Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with
          respect thereto to prepay outstanding Term Loans in accordance with
          Section 2.13(g).

(c)       
          In the event and on each occasion that an Equity Issuance occurs, the Borrower
          shall, substantially simultaneously with (and in any event not later than the
          third Business Day next following) the occurrence of such Equity Issuance, apply
          50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in
          accordance with Section 2.13(g).

(d)       
          No later than the earlier of (i) 90 days after the end of each fiscal
          year of the Borrower, commencing with the fiscal year ending on or around
          June 30, 2005, and (ii) the third Business Day following the date on
          which the financial statements with respect to such period are delivered
          pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term
          Loans in accordance with Section 2.13(g) in an aggregate principal amount
          equal to 75% of Excess Cash Flow for the fiscal year then ended minus Voluntary
          Prepayments during such fiscal year; provided, however, that such
          percentage shall be reduced to 50% for any year if the Leverage Ratio at the end
          of such year shall have been less than 3.0 to 1.0.

(e)       
          In the event that any Loan Party or any subsidiary of a Loan Party shall receive
          Net Cash Proceeds from the issuance or other disposition of Indebtedness for
          money borrowed of any Loan Party or any subsidiary of a Loan Party (other than
          Indebtedness for money borrowed permitted pursuant to Section 6.01), the
          Borrower shall, substantially simultaneously with (and in any event not later
          than the third Business Day next following) the receipt of such Net Cash
          Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of
          such Net Cash Proceeds to prepay outstanding Term Loans in accordance with
          Section 2.13(g).

(f)       
          On the Business Day following the Repurchase Cutoff Date, the Borrower shall
          prepay outstanding Term Loans in accordance with Section 2.13(g) with all
          funds in the Cash Collateral Account on such Business Day.

(g)       
          Mandatory prepayments of outstanding Term Loans under this Agreement shall be
          applied pro rata against the remaining scheduled installments of principal due
          in respect of the Term Loans under Section 2.11.

(h)       
          The Borrower shall deliver to the Administrative Agent, at the time of each
          prepayment required under this Section 2.13, (i) a certificate signed by a
          Financial Officer of the Borrower setting forth in reasonable detail the
          calculation of the amount of such prepayment and (ii) to the extent practicable,
          at least three days prior written notice of such prepayment. Each notice of
          prepayment shall specify the prepayment date, the Type of each Loan being
          prepaid and the principal amount of each Loan (or portion thereof) to be
          prepaid. All prepayments of Borrowings under this Section 2.13 shall be
          subject to Section 2.16, but shall otherwise be without premium or penalty.

SECTION
2.14. Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other
provision of this Agreement, if any Change in Law shall impose, modify or deem applicable
any reserve, special deposit or similar requirement against assets of, deposits with or
for the account of or credit extended by any Lender, the Issuing Bank or the
Administrative Agent (except any such reserve requirement which is reflected in the
Adjusted LIBO Rate or the Credit-Linked Deposit Cost Amount, as applicable) or shall
impose on such Lender, the Issuing Bank or the Administrative Agent or the London
interbank market any other condition affecting this Agreement or Eurodollar Loans made by
such Lender, any Credit-Linked Deposit or any Letter of Credit or participation therein,
and the result of any of the foregoing shall be to increase the cost to such Lender, the
Issuing Bank or the Administrative Agent of making or maintaining any Eurodollar Loan or
Credit-Linked Deposit or increase the cost to any Lender of issuing or maintaining any
Letter of Credit or purchasing or maintaining a participation therein or in any
Credit-Linked Deposit or to reduce the amount of any sum received or receivable by such
Lender, the Issuing Bank or the Administrative Agent hereunder (whether of principal,
interest or otherwise), in each case, by an amount deemed by such Lender, the Issuing Bank
or the Administrative Agent to be material, then the Borrower will pay to such Lender, the
Issuing Bank or the Administrative Agent, as the case may be, upon demand in accordance
with paragraph (c) below such additional amount or amounts as will compensate such
Lender, the Issuing Bank or the Administrative Agent, as the case may be, for such
additional costs incurred or reduction suffered.

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

(c)       
          A certificate of a Lender, the Issuing Bank or the Administrative Agent setting
          forth the amount or amounts necessary to compensate such Lender, the Issuing
          Bank or the Administrative Agent or its holding company, as applicable, as
          specified in paragraph (a) or (b) above, together with supporting
          documentation or computations in each case in reasonable detail, shall be
          delivered to the Borrower and shall be conclusive absent manifest error. The
          Borrower shall pay such Lender, the Issuing Bank or the Administrative Agent the
          amount shown as due on any such certificate delivered by it within 10 days
          after its receipt of the same.

(d)       
          Failure or delay on the part of any Lender, the Issuing Bank or the
          Administrative Agent to demand compensation for any increased costs or reduction
          in amounts received or receivable or reduction in return on capital shall not
          constitute a waiver of such Lenders, the Issuing Banks or the
          Administrative Agents right to demand such compensation; provided
          that the Borrower shall not be under any obligation to compensate any Lender,
          the Issuing Bank or the Administrative Agent under paragraph (a) or (b) above
          with respect to increased costs or reductions with respect to any period prior
          to the date that is 120 days prior to such request if such Lender, the Issuing
          Bank or the Administrative Agent knew or could reasonably have been expected to
          know of the circumstances giving rise to such increased costs or reductions and
          of the fact that such circumstances would result in a claim for increased
          compensation by reason of such increased costs or reductions; provided
          further that the foregoing limitation shall not apply to any increased costs
          or reductions arising out of the retroactive application of any Change in Law
          within such 120-day period. The protection of this Section shall be available to
          each Lender, the Issuing Bank and the Administrative Agent regardless of any
          possible contention of the invalidity or inapplicability of the Change in Law
          that shall have occurred or been imposed.

SECTION
2.15. Change in Legality. (a) Notwithstanding any other provision of this
Agreement, if any Change in Law shall make it unlawful for any Lender to make or
maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby
with respect to any Eurodollar Loan, then, by written notice to the Borrower and to the
Administrative Agent:

| | (i)       
               such Lender may declare that Eurodollar Loans will not thereafter (for the
               duration of such unlawfulness) be made by such Lender hereunder (or be continued
               for additional Interest Periods and ABR Loans will not thereafter (for such
               duration) be converted into Eurodollar Loans), whereupon any request for a
               Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing
               or to continue a Eurodollar Borrowing for an additional Interest Period) shall,
               as to such Lender only, be deemed a request for an ABR Loan (or a request to
               continue an ABR Loan as such or to convert a Eurodollar Loan into an ABR Loan,
               as the case may be), unless such declaration shall be subsequently withdrawn
               (which such Lender agrees to do as promptly as practicable after circumstances
               allow); and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               such Lender may require that all outstanding Eurodollar Loans made by it be
               converted to ABR Loans, in which event all such Eurodollar Loans shall be
               automatically converted to ABR Loans as of the effective date of such notice as
               provided in paragraph (b) below.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In the event any Lender shall
exercise its rights under (i) or (ii) above, all payments and prepayments of
principal that would otherwise have been applied to repay the Eurodollar Loans that would
have been made by such Lender or the converted Eurodollar Loans of such Lender shall
instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting
from the conversion of, such Eurodollar Loans.

(b)       
          For purposes of this Section 2.15, a notice to the Borrower by any Lender
          shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on
          the last day of the Interest Period then applicable to such Eurodollar Loan; in
          all other cases such notice shall be effective on the date of receipt by the
          Borrower.

SECTION
2.16. Indemnity. The Borrower shall indemnify each Lender against any loss or
expense (other than any loss of margin over funding cost or anticipated profit) that such
Lender may sustain or incur as a consequence of (a) any event, other than a default
by such Lender in the performance of its obligations hereunder, which results in (i) such
Lender receiving or being deemed to receive any amount on account of the principal of any
Eurodollar Loan prior to the end of the Interest Period in effect therefor, (ii) the
conversion of any Eurodollar Loan to an ABR Loan, or the conversion of the Interest Period
with respect to any Eurodollar Loan, in each case other than on the last day of the
Interest Period in effect therefor, or (iii) any Eurodollar Loan to be made by such Lender
(including any Eurodollar Loan to be made pursuant to a conversion or continuation under
Section 2.10) not being made after notice of such Loan shall have been given by the
Borrower hereunder (any of the events referred to in this clause (a) being called a
Breakage Event) or (b) any default in the making of any payment or
prepayment required to be made hereunder. In the case of any Breakage Event, such loss
shall include an amount equal to the excess, as reasonably determined by such Lender, of
(i) its cost of obtaining funds for the Eurodollar Loan that is the subject of such
Breakage Event for the period from the date of such Breakage Event to the last day of the
Interest Period in effect (or that would have been in effect) for such Loan over (ii) the
amount of interest likely to be realized by such Lender in redeploying the funds released
or not utilized by reason of such Breakage Event for such period. In addition, the
Borrower shall indemnify the Administrative Agent against any loss or expense comparable
to the losses or expenses covered by the preceding sentences of this Section 2.16 that the
Administrative Agent may sustain or incur as a consequence of any withdrawal from the
Credit-Linked Deposit Account pursuant to the terms of this Agreement prior to the end of
the then-applicable Interest Period for the Credit-Linked Deposits. A certificate of any
Lender or the Administrative Agent in reasonable detail with supporting calculations
setting forth any amount or amounts which such Lender or the Administrative Agent is
entitled to receive pursuant to this Section 2.16 shall be delivered to the Borrower
and shall be conclusive absent manifest error.

SECTION
2.17. Pro Rata Treatment. Except as provided below in this Section 2.17 with
respect to Swingline Loans and as required under Section 2.15, each Borrowing, each
payment or prepayment of principal of any Borrowing, each payment of interest on the
Loans, each payment of the Commitment Fees, the UF L/C Commitment Fees and the PF L/C
Commitment Fees, each reduction of the Term Loan Commitments, the Incremental Term Loan
Commitments (if any), the Revolving Credit Commitments or the Letter of Credit Facility
Commitments of a Class and each conversion of any Borrowing to or continuation of any
Borrowing as a Borrowing of any Type shall be allocated pro rata among the Lenders in
accordance with their respective applicable Commitments (or, if such Commitments shall
have expired or been terminated, in accordance with the respective principal amounts of
their outstanding Loans or participations in L/C Disbursements, as applicable). For
purposes of determining the available Revolving Credit Commitments of the Lenders at any
time, each outstanding Swingline Loan shall be deemed to have utilized the Revolving
Credit Commitments of the Lenders (including those Lenders which shall not have made
Swingline Loans) pro rata in accordance with such respective Revolving Credit Commitments.
Each Lender agrees that in computing such Lenders portion of any Borrowing to be
made hereunder, the Administrative Agent may, in its discretion, round each Lenders
percentage of such Borrowing to the next higher or lower whole dollar amount.

SECTION
2.18. Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise
of a right of bankers lien, setoff or counterclaim against the Borrower or any other
Loan Party, or pursuant to a secured claim under Section 506 of Title 11 of the
United States Code or other security or interest arising from, or in lieu of, such secured
claim, received by such Lender under any applicable bankruptcy, insolvency or other
similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary)
in respect of any of its Loans or participations in L/C Disbursements and accrued interest
thereon as a result of which the unpaid portion of its Loans or participations in L/C
Disbursements and accrued interest thereon shall be proportionately less than the unpaid
portion of the Loans and participations in L/C Disbursements and accrued interest thereon
of any other Lender, it shall be deemed simultaneously to have purchased from such other
Lender at face value, and shall promptly pay to such other Lender the purchase price for,
a participation in the Loans and participations in L/C Disbursements and accrued interest
thereon of such other Lender, so that the benefit of all such payments shall be shared by
the Lenders ratably in accordance with the aggregate amount of the principal of and
accrued interest on their respective Loans and participations in L/C Disbursements;
provided, however, that if any such purchase or purchases or adjustments
shall be made pursuant to this Section 2.18 and the payment giving rise thereto shall
thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to
the extent of such recovery and the purchase price or prices or adjustment restored
without interest. The Borrower expressly consents to the foregoing arrangements and agrees
that any Lender acquiring a participation pursuant to the foregoing arrangements may
exercise any and all rights of bankers lien, setoff or counterclaim with respect to
any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if
such Lender were a direct creditor of the Borrower in the amount of such participation.

SECTION
2.19. Payments. (a) The Borrower shall make each payment (including principal of or
interest on any Borrowing or any L/C Disbursement or any Fees or other amounts) hereunder
and under any other Loan Document not later than 1:00 p.m., New York City time, on
the date when due in immediately available dollars, without setoff, defense or
counterclaim. Each such payment (other than (i) Issuing Bank Fees, which shall be paid
directly to the Issuing Bank, and (ii) principal of and interest on Swingline Loans, which
shall be paid directly to the Swingline Lender except as otherwise provided in
Section 2.21(e)) shall be made to the Administrative Agent at its offices at Eleven
Madison Avenue, New York, New York.

(b)       
          Except as otherwise expressly provided herein, whenever any payment (including
          principal of or interest on any Borrowing or any Fees or other amounts)
          hereunder or under any other Loan Document shall become due, or otherwise would
          occur, on a day that is not a Business Day, such payment may be made on the next
          succeeding Business Day, and such extension of time shall in such case be
          included in the computation of interest or Fees, if applicable.

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

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

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

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

(e)       
          Any Foreign Lender that is entitled to an exemption from or reduction of
          withholding tax under the law of the jurisdiction in which the Borrower is
          located, or any treaty to which such jurisdiction is a party, with respect to
          payments under this Agreement shall deliver to the Borrower (with a copy to the
          Administrative Agent), on or prior to the Restatement Date, or in the case of a
          Lender that is an assignee or transferee of an interest under this Agreement
          pursuant to Section 9.04 (unless the Lender was already a Lender hereunder
          immediately prior to such assignment or transfer), on the date of such
          assignment or transfer to such Lender, such accurate, properly completed and
          executed documentation prescribed by applicable law or reasonably requested by
          the Borrower as will permit such payments to be made without withholding or at a
          reduced rate. In addition, each Lender agrees that from time to time after the
          Restatement Date, when a lapse in time or change in circumstances renders the
          previous certification obsolete or inaccurate in any material respect, it will
          deliver to the Borrower and the Administrative Agent new accurate, properly
          completed and executed documentation prescribed by applicable law or as may be
          required in order to confirm or establish the entitlement of such Lender to a
          continued exemption from or reduction in United States withholding tax with
          respect to payments under this Agreement, or it shall immediately notify the
          Borrower and the Administrative Agent of its inability to deliver any such
          documentation, in which case such Lender shall not be required to deliver any
          such documentation, pursuant to this Section 2.20(e). Notwithstanding anything
          to the contrary contained in this Section 2.20 but subject to Section 9.04 and
          the immediately succeeding sentence, (x) the Borrower shall be entitled, to the
          extent it is required to do so by law, to deduct or withhold income or similar
          taxes imposed by the United States (or any political subdivision or taxing
          authority thereof or therein) from interest, fees or other amounts payable
          hereunder for the account of any Lender which is a Foreign Lender to the extent
          that such Lender has not provided to the Borrower accurate, properly completed
          and executed documentation that establishes a complete exemption from such
          deduction or withholding (the Exemption Documentation) and
          (y) the Borrower shall not be obligated pursuant to Section 2.20 to make any
          additional payments to a Lender pursuant to Section 2.20(a), 2.20(b) or 2.20(c),
          as the case may be (the Gross-Up Payments) if such Lender has
          not provided to the Borrower the Exemption Documentation required to be provided
          to the Borrower pursuant to this Section 2.20(e). Notwithstanding anything to
          the contrary contained in the preceding sentence or elsewhere in this Section
          2.20 and except as set forth in Section 9.04, the Borrower agrees to pay
          additional amounts and to indemnify each Lender in the manner set forth in
          Sections 2.20(a), 2.20(b) and 2.20(c) (without regard to the identity of the
          jurisdiction requiring the deduction or withholding) in respect of any Taxes
          deducted or withheld by it as described in the immediately preceding sentence as
          a result of any Change in Law relating to the deducting or withholding of such
          Taxes.

(f)       
          If the Borrower pays any additional amount under this Section 2.20 to a Lender
          and such Lender determines in its sole discretion that it has actually received
          or realized in connection therewith any refund or any reduction of, or credit
          against, its Tax liabilities in or with respect to the taxable year in which the
          additional amount is paid, such Lender shall pay to the Borrower an amount that
          the Lender shall, in its sole discretion, determine is equal to the net benefit,
          after tax, which was obtained by the Lender in such year as a consequence of
          such refund, reduction or credit.

SECTION
2.21. Assignment of Commitments Under Certain Circumstances; Duty to Mitigate.(a)
In the event (i) any Lender or the Issuing Bank delivers a certificate requesting
compensation pursuant to Section 2.14, (ii) any Lender or the Issuing Bank
delivers a notice described in Section 2.15, (iii) the Borrower is required to
pay any additional amount to any Lender or the Issuing Bank or any Governmental Authority
on account of any Lender or the Issuing Bank pursuant to Section 2.20 or (iv) any
Lender refuses to consent to any amendment, waiver or other modification of any Loan
Document requested by the Borrower that requires the consent of a greater percentage of
the Lenders than the Required Lenders and such amendment, waiver or other modification is
consented to by the Required Lenders, the Borrower may, at its sole expense and effort
(including with respect to the processing and recordation fee referred to in
Section 9.04(b)), upon notice to such Lender or the Issuing Bank and the
Administrative Agent, require such Lender or the Issuing Bank to transfer and assign,
without recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all of its interests, rights and obligations under this Agreement (or,
in the case of clause (iv) above, all of its interests, rights and obligations with
respect to the Class of Loans or Commitments that is the subject of the related consent,
amendment, waiver or other modification) to an assignee that shall assume such assigned
obligations (which assignee may be another Lender, if a Lender accepts such assignment);
provided that (x) such assignment shall not conflict with any law, rule or
regulation or order of any court or other Governmental Authority having jurisdiction,
(y) the Borrower shall have received the prior written consent of the Administrative
Agent (and, if a Revolving Credit Commitment is being assigned, of the Issuing Bank and
the Swingline Lender), which consent shall not unreasonably be withheld, and (z) the
Borrower or such assignee shall have paid to the affected Lender or the Issuing Bank in
immediately available funds an amount equal to the sum of the principal of and interest
accrued to the date of such payment on the outstanding Loans or L/C Disbursements of such
Lender or the Issuing Bank, respectively, plus all Fees and other amounts accrued for the
account of such Lender or the Issuing Bank hereunder (including any amounts under
Section 2.14 and Section 2.16), in each case with respect to the Loans or
Commitments subject to such assignment; provided further that, if prior to
any such transfer and assignment the circumstances or event that resulted in such
Lenders or the Issuing Banks claim for compensation under Section 2.14 or
notice under Section 2.15 or the amounts paid pursuant to Section 2.20, as the
case may be, cease to cause such Lender or the Issuing Bank to suffer increased costs or
reductions in amounts received or receivable or reduction in return on capital, or cease
to have the consequences specified in Section 2.15, or cease to result in amounts
being payable under Section 2.20, as the case may be (including as a result of any
action taken by such Lender or the Issuing Bank pursuant to paragraph (b) below), or
if such Lender or the Issuing Bank shall waive its right to claim further compensation
under Section 2.14 in respect of such circumstances or event or shall consent to the
proposed amendment, waiver, consent or other modification or shall withdraw its notice
under Section 2.15 or shall waive its right to further payments under
Section 2.20 in respect of such circumstances or event or shall consent to the
proposed amendment, waiver, consent or other modification, as the case may be, then such
Lender or the Issuing Bank shall not thereafter be required to make any such transfer and
assignment hereunder. Each Lender hereby grants to the Administrative Agent an irrevocable
power of attorney (which power is coupled with an interest) to execute and deliver, on
behalf of such Lender as assignor, any Assignment and Acceptance necessary to effectuate
any assignment of such Lenders interests hereunder in the circumstances contemplated
by this Section 2.21(a).

(b)       
          If (i) any Lender or the Issuing Bank shall request compensation under
          Section 2.14, (ii) any Lender or the Issuing Bank delivers a notice
          described in Section 2.15 or (iii) the Borrower is required to pay any
          additional amount to any Lender or the Issuing Bank or any Governmental
          Authority on account of any Lender or the Issuing Bank, pursuant to
          Section 2.20, then such Lender or the Issuing Bank shall use reasonable
          efforts (which shall not require such Lender or the Issuing Bank to incur an
          unreimbursed loss or unreimbursed cost or expense or otherwise take any action
          inconsistent with its internal policies or legal or regulatory restrictions or
          suffer any disadvantage or burden deemed by it to be significant) (x) to file
          any certificate or document reasonably requested in writing by the Borrower or
          (y) to assign its rights and delegate and transfer its obligations hereunder to
          another of its offices, branches or affiliates, if such filing or assignment
          would reduce its claims for compensation under Section 2.14 or enable it to
          withdraw its notice pursuant to Section 2.15 or would reduce amounts
          payable pursuant to Section 2.20, as the case may be, in the future. The
          Borrower hereby agrees to pay all reasonable costs and expenses incurred by any
          Lender or the Issuing Bank in connection with any such filing or assignment,
          delegation and transfer.

SECTION
2.22. Swingline Loans. (a) Swingline Commitment. Subject to the terms and
conditions and relying upon the representations and warranties herein set forth, the
Swingline Lender agrees to make loans to the Borrower at any time and from time to time on
and after the Restatement Date and until the earlier of the Revolving Credit Maturity Date
and the termination of the Revolving Credit Commitments in accordance with the terms
hereof, in an aggregate principal amount at any time outstanding that will not result in
(i) the aggregate principal amount of all Swingline Loans exceeding $10,000,000 in
the aggregate, (ii) the Revolving Credit Exposure of any Lender, after giving effect
to any Swingline Loan, exceeding such Lenders Revolving Credit Commitment, or
(iii) the Aggregate Revolving Credit Exposure, after giving effect to any Swingline
Loan, exceeding the Total Revolving Credit Commitment. Each Swingline Loan shall be in a
principal amount that is an integral multiple of $250,000. The Swingline Commitment may be
terminated or reduced from time to time as provided herein. Within the foregoing limits,
the Borrower may borrow, pay or prepay and reborrow Swingline Loans hereunder, subject to
the terms, conditions and limitations set forth herein.

(b)       
          Swingline Loans. The Borrower shall notify the Swingline Lender by fax,
          or by telephone (confirmed by fax), with a copy of such notice to the
          Administrative Agent not later than 1:00 p.m., New York City time, on the
          day of a proposed Swingline Loan. Such notice shall be delivered on a Business
          Day, shall be irrevocable and shall refer to this Agreement and shall specify
          the requested date (which shall be a Business Day), the amount of such Swingline
          Loan and the wire transfer instructions for the account to which the proceeds of
          such Swingline Loan are to be transferred. The Swingline Lender shall promptly
          make each Swingline Loan by wire transfer to the account specified by the
          Borrower in such request.

(c)       
          Prepayment. The Borrower shall have the right at any time and from time
          to time to prepay any Swingline Loan, in whole or in part, upon giving written
          or fax notice (or telephone notice promptly confirmed by written, or fax notice)
          to the Swingline Lender and to the Administrative Agent before
          12:00 (noon), New York City time on the date of prepayment at the Swingline
          Lenders address for notices specified on Schedule 2.01.

(d)       
          Interest. Each Swingline Loan shall be an ABR Loan and, subject to the
          provisions of Section 2.07, shall bear interest as provided in
          Section 2.06(a).

(e)       
          Participations. The Swingline Lender may by written notice given to the
          Administrative Agent not later than 11:00 a.m., New York City time, on any
          Business Day require the Revolving Credit Lenders to acquire participations on
          such Business Day in all or a portion of the Swingline Loans outstanding. Such
          notice shall specify the aggregate amount of Swingline Loans in which the
          Revolving Credit Lenders will participate. The Administrative Agent will,
          promptly upon receipt of such notice, give notice to each Revolving Credit
          Lender, specifying in such notice such Lenders Revolving Facility Pro Rata
          Percentage of such Swingline Loan or Loans. In furtherance of the foregoing,
          each Revolving Credit Lender hereby absolutely and unconditionally agrees, upon
          receipt of notice as provided above, to pay to the Administrative Agent, for the
          account of the Swingline Lender, such Revolving Credit Lenders Revolving
          Facility Pro Rata Percentage of such Swingline Loan or Loans. Each Revolving
          Credit Lender acknowledges and agrees that its obligation to acquire
          participations in Swingline Loans pursuant to this paragraph is absolute and
          unconditional and shall not be affected by any circumstance whatsoever,
          including the occurrence and continuance of a Default or an Event of Default,
          and that each such payment shall be made without any offset, abatement,
          withholding or reduction whatsoever. Each Revolving Credit Lender shall comply
          with its obligation under this paragraph by wire transfer of immediately
          available funds, in the same manner as provided in Section 2.02(c) with
          respect to Loans made by such Lender (and Section 2.02(c) shall apply,
          mutatis mutandis, to the payment obligations of the Lenders) and the
          Administrative Agent shall promptly pay to the Swingline Lender the amounts so
          received by it from the Lenders. The Administrative Agent shall notify the
          Borrower of any participations in any Swingline Loan acquired pursuant to this
          paragraph and thereafter payments in respect of such Swingline Loan shall be
          made to the Administrative Agent and not to the Swingline Lender. Any amounts
          received by the Swingline Lender from the Borrower (or other party on behalf of
          the Borrower) in respect of a Swingline Loan after receipt by the Swingline
          Lender of the proceeds of a sale of participations therein shall be promptly
          remitted to the Administrative Agent; any such amounts received by the
          Administrative Agent shall be promptly remitted by the Administrative Agent to
          the Lenders that shall have made their payments pursuant to this paragraph and
          to the Swingline Lender, as their interests may appear. The purchase of
          participations in a Swingline Loan pursuant to this paragraph shall not relieve
          the Borrower (or other party liable for obligations of the Borrower) of any
          default in the payment thereof.

SECTION
2.23. Letters of Credit. (a) General. The Borrower may request the issuance
of a Letter of Credit for its own account or for the account of any of its wholly owned
Subsidiaries (in which case the Borrower and such wholly owned Subsidiary shall be
co-applicants with respect to such Letter of Credit), in a form reasonably acceptable to
the Administrative Agent and the Issuing Bank, at any time and from time to time prior to
the date that is 30 days prior to (i) the Revolving Credit Maturity Date (in the case
of RF Letters of Credit and UF Letters of Credit) or (ii) the PF Maturity Date (in
the case of PF Letters of Credit). This Section shall not be construed to impose an
obligation upon the Issuing Bank to issue any Letter of Credit that is inconsistent with
the terms and conditions of this Agreement.

(b)       
               Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. In
               order to request the issuance of a Letter of Credit (or to amend, renew or
               extend an existing Letter of Credit), the Borrower shall hand deliver or fax to
               the Issuing Bank and the Administrative Agent (reasonably in advance of the
               requested date of issuance, amendment, renewal or extension) a notice requesting
               the issuance of a Letter of Credit, or identifying the Letter of Credit to be
               amended, renewed or extended, whether such Letter of Credit shall be an RF
               Letter of Credit, a UF Letter of Credit or a PF Letter of Credit, the date of
               issuance, amendment, renewal or extension, the date on which such Letter of
               Credit is to expire (which shall comply with paragraph (c) below), the
               amount of such Letter of Credit, the name and address of the beneficiary thereof
               and such other information as shall be necessary to prepare such Letter of
               Credit. The Issuing Bank shall promptly (i) notify the Administrative Agent
               in writing of the amount and expiry date of each Letter of Credit issued by it
               and (ii) provide a copy of each such Letter of Credit (and any amendments,
               renewals or extensions thereof) to the Administrative Agent. An RF Letter of
               Credit shall be issued, amended, renewed or extended only if, and upon issuance,
               amendment, renewal or extension of each such Letter of Credit the Borrower shall
               be deemed to represent and warrant that, after giving effect to such issuance,
               amendment, renewal or extension (i) the RF L/C Exposure shall not exceed
               $20,000,000 and (ii) the Aggregate Revolving Credit Exposure shall not
               exceed the Total Revolving Credit Commitment. A UF Letter of Credit shall be
               issued, amended, renewed or extended only if, and upon issuance, amendment,
               renewal or extension of each such UF Letter of Credit the Borrower shall be
               deemed to represent and warrant that, after giving effect to such issuance,
               amendment, renewal or extension the sum of the UF L/C Exposure and the
               outstanding UF L/C Loans shall not exceed the aggregate UF L/C Commitments. A PF
               Letter of Credit shall be issued, amended, renewed or extended only if, and upon
               issuance, amendment, renewal or extension of each such PF Letter of Credit the
               Borrower shall be deemed to represent and warrant that, after giving effect to
               such issuance, amendment, renewal or extension (i) the sum of the PF L/C
               Exposure and the outstanding PF L/C Loans shall not exceed the aggregate PF L/C
               Commitments and (ii) the aggregate PF L/C Exposure shall not exceed the
               aggregate Credit-Linked Deposits. If the Borrower shall fail to specify whether
               any requested Letter of Credit is to be an RF Letter of Credit, a UF Letter of
               Credit or a PF Letter of Credit, then the requested Letter of Credit shall be
               deemed to be a UF Letter of Credit unless the issuance thereof would not be
               permitted by the foregoing provisions of this paragraph, in which case it shall
               be deemed to be a PF Letter of Credit unless the issuance thereof would not be
               permitted by the foregoing provisions of this paragraph, in which case it shall
               be deemed to be an RF Letter of Credit. Each Existing Letter of Credit shall be
               deemed to be a UF Letter of Credit or a PF Letter of Credit, in each case as set
               forth on Schedule 1.01(a).

(c)       
               Expiration Date. Each Letter of Credit shall expire at the close of
               business on the earlier of the date one year after the date of the issuance of
               such Letter of Credit and the date that is five Business Days prior to
               (i) the Revolving Credit Maturity Date (in the case of RF Letters of Credit
               and UF Letters of Credit) or (ii) the PF Maturity Date (in the case of PF
               Letters of Credit), unless such Letter of Credit expires by its terms on an
               earlier date; provided, that a Letter of Credit may, upon the request of
               the Borrower, include a provision whereby such Letter of Credit shall be renewed
               automatically for additional consecutive periods of 12 months or less (but not
               beyond the date that is five Business Days prior to (i) the Revolving
               Credit Maturity Date (in the case of RF Letters of Credit and UF Letters of
               Credit) or (ii) the PF Maturity Date (in the case of PF Letters of Credit)
               unless the Issuing Bank notifies the beneficiary thereof at least 30 days prior
               to the then-applicable expiration date that such Letter of Credit will not be
               renewed.

(d)       
               Participations. By the issuance of a Letter of Credit and without any
               further action on the part of the Issuing Bank or the Lenders, the Issuing Bank
               hereby grants to each Revolving Credit Lender, UF Lender or PF Lender, as the
               case may be, and each such Lender hereby acquires from the Issuing Bank, a
               participation in such Letter of Credit equal to such Lenders Revolving
               Facility Pro Rata Percentage, UF Pro Rata Percentage or PF Pro Rata Percentage,
               as applicable, of the aggregate amount available to be drawn under such Letter
               of Credit, effective upon the issuance of such Letter of Credit (or, in the case
               of the Existing Letters of Credit, effective upon the Restatement Date). In
               consideration and in furtherance of the foregoing, (i) each Revolving
               Credit Lender and UF Lender hereby absolutely and unconditionally agrees to pay
               to the Administrative Agent, for the account of the Issuing Bank, such
               Lenders Revolving Facility Pro Rata Percentage or UF Pro Rata Percentage,
               as applicable, of each L/C Disbursement in respect of an RF Letter of Credit or
               a UF Letter of Credit, respectively, made by the Issuing Bank and not reimbursed
               by the Borrower (or, if applicable, another party pursuant to its obligations
               under any other Loan Document) forthwith on the date due as provided in
               Section 2.02(f), in the case of RF Letters of Credit, or Section 2.02(g),
               in the case of UF Letters of Credit, and (ii) each PF Lender hereby
               absolutely and unconditionally authorizes the Administrative Agent to pay the
               Issuing Bank such Lenders PF Pro Rata Percentage of each L/C Disbursement
               made by the Issuing Bank and not reimbursed by the Borrower from the
               Credit-Linked Deposits on deposit with the Administrative Agent in the
               Credit-Linked Deposit Account forthwith on the date due as provided by Section
               2.02(h). Each Revolving Credit Lender, UF Lender and PF Lender acknowledges and
               agrees that its obligation to acquire participations pursuant to this paragraph
               in respect of Letters of Credit is absolute and unconditional and shall not be
               affected by any circumstance whatsoever, including the occurrence and
               continuance of a Default or an Event of Default, and that each such payment
               shall be made without any offset, abatement, withholding or reduction
               whatsoever.

(e)       
               Reimbursement. If the Issuing Bank shall make any L/C Disbursement in
               respect of a Letter of Credit, then, subject to Section 2.02(f), 2.02(g) or
               2.02(h), as applicable, the Borrower shall pay to the Administrative Agent an
               amount equal to such L/C Disbursement on the same Business Day that the Borrower
               shall have received notice from the Issuing Bank that payment of such draft will
               be made, or, if the Borrower shall have received such notice later than 10:00
               a.m., New York City time, on any Business Day, not later than 10:00 a.m., New
               York City time, on the immediately following Business Day.

(f)       
               Obligations Absolute. The Borrowers obligations to reimburse L/C
               Disbursements as provided in paragraph (e) above shall be absolute,
               unconditional and irrevocable, and shall be performed strictly in accordance
               with the terms of this Agreement, under any and all circumstances whatsoever,
               and irrespective of:

| | (i)       
               any lack of validity or enforceability of any Letter of Credit or any Loan
               Document, or any term or provision therein;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               any amendment or waiver of or any consent to departure from all or any of the
               provisions of any Letter of Credit or any Loan Document;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)       
               the existence of any claim, setoff, defense or other right that the Borrower,
               any other party guaranteeing, or otherwise obligated with, the Borrower, any
               Subsidiary or other Affiliate thereof or any other person may at any time have
               against the beneficiary under any Letter of Credit, the Issuing Bank, the
               Administrative Agent or any Lender or any other person, whether in connection
               with this Agreement, any other Loan Document or any other related or unrelated
               agreement or transaction;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)       
               any draft or other document presented under a Letter of Credit proving to be
               forged, fraudulent, invalid or insufficient in any respect or any statement
               therein being untrue or inaccurate in any respect;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v)       
               payment by the Issuing Bank under a Letter of Credit against presentation of a
               draft or other document that does not comply with the terms of such Letter of
               Credit; and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vi)       
               any other act or omission to act or delay of any kind of the Issuing Bank, the
               Lenders, the Administrative Agent or any other person or any other event or
               circumstance whatsoever, whether or not similar to any of the foregoing, that
               might, but for the provisions of this Section, constitute a legal or equitable
               discharge of the Borrowers obligations hereunder.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Without
limiting the generality of the foregoing, it is expressly understood and agreed that the
absolute and unconditional obligation of the Borrower hereunder to reimburse L/C
Disbursements will not be excused by the gross negligence or wilful misconduct of the
Issuing Bank. However, the foregoing shall not be construed to excuse the Issuing Bank
from liability to the Borrower to the extent of any direct damages (as opposed to
consequential damages, claims in respect of which are hereby waived by the Borrower to the
extent permitted by applicable law) suffered by the Borrower that are caused by the
Issuing Banks gross negligence or wilful misconduct in determining whether drafts
and other documents presented under a Letter of Credit comply with the terms thereof; it
is understood that the Issuing Bank may accept documents that appear on their face to be
in order, without responsibility for further investigation, regardless of any notice or
information to the contrary and, in making any payment under any Letter of Credit
(i) the Issuing Banks exclusive reliance on the documents presented to it under
such Letter of Credit as to any and all matters set forth therein, including reliance on
the amount of any draft presented under such Letter of Credit, whether or not the amount
due to the beneficiary thereunder equals the amount of such draft and whether or not any
document presented pursuant to such Letter of Credit proves to be insufficient in any
respect, if such document on its face appears to be in order, and whether or not any other
statement or any other document presented pursuant to such Letter of Credit proves to be
forged or invalid or any statement therein proves to be inaccurate or untrue in any
respect whatsoever and (ii) any noncompliance in any immaterial respect of the
documents presented under such Letter of Credit with the terms thereof shall, in each
case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing
Bank.

(g)       
          Disbursement Procedures. The Issuing Bank shall, promptly following its
          receipt thereof, examine all documents purporting to represent a demand for
          payment under a Letter of Credit. The Issuing Bank shall as promptly as possible
          give telephonic notification, confirmed by fax, to the Administrative Agent and
          the Borrower of such demand for payment and whether the Issuing Bank has made or
          will make an L/C Disbursement thereunder; provided that any failure to
          give or delay in giving such notice shall not relieve the Borrower of its
          obligation to reimburse the Issuing Bank, the Revolving Credit Lenders, the UF
          L/C Lenders or the PF L/C Lenders, as the case may be, with respect to any such
          L/C Disbursement.

(h)       
          Interim Interest. If the Issuing Bank shall make any L/C Disbursement in
          respect of a Letter of Credit, then, unless the Borrower shall reimburse such
          L/C Disbursement in full on such date, the unpaid amount thereof shall bear
          interest for the account of the Issuing Bank, for each day from and including
          the date of such L/C Disbursement, to but excluding the earlier of (i) the
          date of payment by the Borrower or (ii)(x) in the case of an RF Letter of
          Credit or a UF Letter of Credit, the date on which interest shall commence to
          accrue thereon as provided in Section 2.02(f) or 2.02(g), as applicable,
          and (y) in the case of a PF Letter of Credit, the date of payment by the
          Administrative Agent as provided in Section 2.02(h), at the rate per annum
          that would apply to such amount if such amount were an ABR Revolving Loan.

(i)       
          Resignation or Removal of the Issuing Bank. The Issuing Bank may resign
          at any time by giving 30 days prior written notice to the Administrative
          Agent, the Lenders and the Borrower, and may be removed at any time by the
          Borrower by notice to the Issuing Bank, the Administrative Agent and the
          Lenders. Subject to the next succeeding paragraph, upon the acceptance of any
          appointment as the Issuing Bank hereunder by a Lender that shall agree to serve
          as successor Issuing Bank, such successor shall succeed to and become vested
          with all the interests, rights and obligations of the retiring Issuing Bank and
          the retiring Issuing Bank shall be discharged from its obligations to issue
          additional Letters of Credit hereunder. At the time such removal or resignation
          shall become effective, the Borrower shall pay all accrued and unpaid fees
          pursuant to Section 2.05(c)(iii). The acceptance of any appointment as the
          Issuing Bank hereunder by a successor Lender shall be evidenced by an agreement
          entered into by such successor, in a form satisfactory to the Borrower and the
          Administrative Agent, and, from and after the effective date of such agreement,
          (i) such successor Lender shall have all the rights and obligations of the
          previous Issuing Bank under this Agreement and the other Loan Documents and (ii)
          references herein and in the other Loan Documents to the term Issuing
          Bank shall be deemed to refer to such successor or to any previous Issuing
          Bank, or to such successor and all previous Issuing Banks, as the context shall
          require. After the resignation or removal of the Issuing Bank hereunder, the
          retiring Issuing Bank shall remain a party hereto and shall continue to have all
          the rights and obligations of an Issuing Bank under this Agreement and the other
          Loan Documents with respect to Letters of Credit issued by it prior to such
          resignation or removal, but shall not be required to issue additional Letters of
          Credit.

(j)       
          Cash Collateralization. If any Event of Default shall occur and be
          continuing, the Borrower shall, on the Business Day it receives notice from the
          Administrative Agent or the Required Lenders (or, if the maturity of the Loans
          has been accelerated, Revolving Credit Lenders or UF Lenders, as the case may
          be, holding participations in outstanding Letters of Credit representing greater
          than 50% of the aggregate undrawn amount of all outstanding RF Letters of Credit
          or UF Letters of Credit, respectively) thereof and of the amount to be
          deposited, deposit in an account with the Collateral Agent, for the benefit of
          the Revolving Credit Lenders or UF Lenders, as the case may be, an amount in
          cash equal to the RF L/C Exposure or UF L/C Exposure, respectively, as of such
          date; provided, however, that the obligation to deposit such cash shall
          become effective immediately, and such deposit shall become immediately due and
          payable, without demand or other notice of any kind, upon the occurrence of any
          Event of Default with respect to the Borrower described in clause (g) or (h) of
          Article VII. Such deposit shall be held by the Collateral Agent as collateral
          for the payment and performance of the Obligations. The Collateral Agent shall
          have exclusive dominion and control, including the exclusive right of
          withdrawal, over such account. Other than any interest earned on the investment
          of such deposits in Permitted Investments, which investments shall be made at
          the option and sole discretion of the Collateral Agent, such deposits shall not
          bear interest. Interest or profits, if any, on such investments shall accumulate
          in such account. Moneys in such account shall (i) automatically be applied
          by the Administrative Agent to reimburse the Issuing Bank for L/C Disbursements
          in respect of RF Letters of Credit and UF Letters of Credit for which it has not
          been reimbursed, (ii) be held for the satisfaction of the reimbursement
          obligations of the Borrower for the RF L/C Exposure or the UF L/C Exposure, as
          applicable, at such time and (iii) if the maturity of the Loans has been
          accelerated (but subject to the consent of Revolving Credit Lenders or the UF
          Lenders, as applicable, holding participations in outstanding Letters of Credit
          representing greater than 50% of the aggregate undrawn amount of all outstanding
          RF Letters of Credit or UF Letters of Credit, respectively), be applied to
          satisfy the Obligations. If the Borrower is required to provide an amount of
          cash collateral hereunder as a result of the occurrence of an Event of Default,
          such amount (to the extent not applied as aforesaid) shall be returned to the
          Borrower within three Business Days after all Events of Default have been cured
          or waived.

(k)       
          Additional Issuing Banks. The Borrower may, at any time and from time to
          time with the consent of the Administrative Agent (which consent shall not be
          unreasonably withheld) and such Lender, designate one or more additional Lenders
          to act as an issuing bank under the terms of this Agreement. Any Lender
          designated as an issuing bank pursuant to this paragraph (k) shall be deemed to
          be an Issuing Bank (in addition to being a Lender) in respect of
          Letters of Credit issued or to be issued by such Lender, and, with respect to
          such Letters of Credit, such term shall thereafter apply to any other Issuing
          Bank and such Lender.

(l)       
          Credit Linked Deposit Account. (i)  On the Restatement Date and
          subject to the satisfaction of the conditions precedent set forth in
          Sections 4.01 and 4.02, each PF Lender shall pay to the Administrative
          Agent such PF Lenders Credit-Linked Deposit. The Credit-Linked Deposits
          shall be held by the Administrative Agent in (or credited to) the Credit-Linked
          Deposit Account, and no person other than the Administrative Agent shall have a
          right of withdrawal from the Credit-Linked Deposit Account or any other right or
          power with respect to the Credit-Linked Deposits. Notwithstanding anything
          herein to the contrary, the funding obligation of each PF Lender in respect of
          its participation in PF Letters of Credit shall be satisfied in full upon the
          funding of its Credit-Linked Deposit.

(ii)  Each
of the Administrative Agent, the Issuing Bank and each PF Lender hereby acknowledges and
agrees that (x) each PF Lender is funding its Credit-Linked Deposit to the
Administrative Agent for application in the manner contemplated by Sections 2.02(h) and
 2.23(d) and (y) the Administrative Agent may invest the Credit-Linked Deposits
in such investments as may be determined from time to time by the Administrative Agent.
The Administrative Agent hereby agrees to pay to each PF Lender, on each Interest Payment
Date for the Credit-Linked Deposits, interest (computed on the basis of the actual number
of days elapsed over a year of 360 days) on the amount of such PF Lenders PF Pro
Rata Percentage of the aggregate amount of the Credit-Linked Deposits during such Interest
Period at a rate per annum equal to the Adjusted LIBO Rate for such Interest Period less
the Credit-Linked Deposit Cost Amount. With respect to any Interest Period during which a
PF L/C Loan is deemed made, the Administrative Agent shall determine the amount of
interest payable by the Borrower on such PF L/C Loan for the portion of such Interest
Period during which such PF L/C Loan is outstanding pursuant to Section 2.02(i) and the
amount of interest payable by the Administrative Agent on the Credit-Linked Deposits
during such Interest Period, and such determination shall be conclusive absent manifest
error.

(iii)       
          The Borrower shall have no right, title or interest in or to the Credit-Linked
          Deposit Account or the Credit-Linked Deposits and no obligations with respect
          thereto other than as expressly provided in this Agreement. Without limiting the
          foregoing, the obligation to return the Credit-Linked Deposits to the P/F
          Lenders is solely an obligation of the Administrative Agent, and the Borrower
          shall have no liability or obligation in respect of the principal amount of the
          Credit-Linked Deposits.

SECTION
2.24. Increase in Term Loan Commitments. (a) The Borrower may, by written notice to
the Administrative Agent from time to time, request Incremental Term Loan Commitments in
an aggregate amount not to exceed the lesser of (i) $25,000,000 and (ii) the
Incremental Debt Amount from one or more Incremental Term Lenders, which may include any
existing Lender; provided that each Incremental Term Lender, if not already a
Lender hereunder, shall be subject to the approval of the Administrative Agent (which
approval shall not be unreasonably withheld). Such notice shall set forth (i) the
amount of the Incremental Term Loan Commitments being requested (which shall be in minimum
increments of $1,000,000 and a minimum amount of $5,000,000 or equal to the remaining
Incremental Debt Amount), (ii) the date on which such Incremental Term Loan Commitments
are requested to become effective (which shall not be less than 10 Business Days nor more
than 60 days after the date of such notice) and (iii) whether such Incremental Term Loan
Commitments are to be Term Loan Commitments or commitments to make term loans with terms
different from the Term Loans (Other Term Loans).

(b)       
          The Borrower and each Incremental Term Lender shall execute and deliver to the
          Administrative Agent an Incremental Term Loan Assumption Agreement and such
          other documentation as the Administrative Agent shall reasonably specify to
          evidence the Incremental Term Loan Commitment of such Incremental Term Lender.
          Each Incremental Term Loan Assumption Agreement shall specify the terms of the
          Incremental Term Loans to be made thereunder; provided that, without the
          prior written consent of the Required Lenders, (i) the final maturity date
          of any Other Term Loans shall be no earlier than the Term Loan Maturity Date,
          (ii) the average life to maturity of any Other Term Loans shall be no
          shorter than (x) the average life to maturity of the Term Loans and (y) if
          the initial yield (determined as provided below) of such Other Term Loans
          exceeds the Applicable Percentage then in effect for Eurodollar Term Loans, six
          months longer than the average life to maturity of the Term Loans, and (iii) if
          the initial yield on any Other Term Loans (as determined by the Administrative
          Agent to be equal to the sum of (x) the Adjusted LIBOR margin on the Other Term
          Loans and (y) if the Other Term Loans are initially made at a discount or
          the Lenders making the same receive a fee directly or indirectly from Holdings,
          the Borrower or any Subsidiary for doing so (the amount of such fee, expressed
          as a percentage of the Other Term Loans, being referred to herein as
          OID), the amount of such OID divided by the lesser of
          (A) the average life to maturity of such Other Term Loans and (B) four)
          exceeds by more than 50 basis points (the amount of such excess above 50
          basis points being referred to herein as the Yield
          Differential) the Applicable Percentage then in effect for Eurodollar
          Term Loans, then the Applicable Percentages then in effect for Term Loans shall
          automatically be increased by the Yield Differential, effective upon the making
          of the Other Term Loans (and if the Adjusted LIBOR margins on the Other Term
          Loans are subject to a leveraged-based pricing grid, appropriate increases to
          the other Applicable Percentages for the Term Loans, consistent with the
          foregoing, shall be made). The Administrative Agent shall promptly notify each
          Lender as to the effectiveness of each Incremental Term Loan Assumption
          Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness
          of any Incremental Term Loan Assumption Agreement, this Agreement shall be
          deemed amended to the extent (but only to the extent) necessary to reflect the
          existence and terms of the Incremental Term Loan Commitment evidenced thereby.
          Any such deemed amendment may be memorialized in writing by the Administrative
          Agent with the Borrowers consent (not to be unreasonably withheld) and
          furnished to the other parties hereto.

(c)       
          Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become
          effective under this Section 2.24 unless (i) on the date of such effectiveness,
          the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be
          satisfied and the Administrative Agent shall have received a certificate to that
          effect dated such date and executed by a Financial Officer of the Borrower, (ii)
          the Administrative Agent shall have received (with sufficient copies for each of
          the Incremental Term Lenders) legal opinions, board resolutions and other
          closing certificates and documentation consistent with those delivered on the
          Restatement Date under Section 4.02 and (iii) the Leverage Ratio on such
          date, calculated on a Pro Forma Basis after giving effect to such Incremental
          Term Loan Commitment and the Loans to be made thereunder and the application of
          the proceeds therefrom as if made and applied on such date, shall be at least
          0.25 to 1.0 less than the maximum Leverage Ratio permitted under
          Section 6.13 applicable at such time.

(d)       
          Each of the parties hereto hereby agrees that the Administrative Agent may take
          any and all action as may be reasonably necessary to ensure that all Incremental
          Term Loans (other than Other Term Loans), when originally made, are included in
          each Borrowing of outstanding Term Loans on a pro rata basis. This may be
          accomplished at the discretion of the Administrative Agent by requiring each
          outstanding Eurodollar Term Borrowing to be converted into an ABR Term Borrowing
          on the date of each Incremental Term Loan, or by allocating a portion of each
          Incremental Term Loan to each outstanding Eurodollar Term Borrowing on a pro
          rata basis, even though as a result thereof such Incremental Term Loan may
          effectively have a shorter Interest Period than the Term Loans included in the
          Borrowing of which they are a part (and notwithstanding any other provision of
          this Agreement that would prohibit such an initial Interest Period). Any
          conversion of Eurodollar Term Loans to ABR Term Loans made pursuant to the
          preceding sentence shall be subject to Section 2.16. If any Incremental Term
          Loan is to be allocated to an existing Interest Period for a Eurodollar Term
          Borrowing then, subject to Section 2.07, the interest rate applicable to such
          Incremental Term Loan for the remainder of such Interest Period shall equal the
          Adjusted LIBO Rate for a period approximately equal to the remainder of such
          Interest Period (as determined by the Administrative Agent two Business Days
          before the date such Incremental Term Loan is made) plus the Applicable
          Percentage. In addition, to the extent any Incremental Term Loans are not Other
          Term Loans, the scheduled amortization payments under Sections 2.11(a)(i)
          required to be made after the making of such Incremental Term Loans shall be
          ratably increased by the aggregate principal amount of such Incremental Term
          Loans.

ARTICLE III

Representations and
Warranties

Each
of Holdings and the Borrower represents and warrants to the Administrative Agent, the
Collateral Agent, the Issuing Bank and each of the Lenders that:

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

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

SECTION
3.03. Enforceability. This Agreement has been duly executed and delivered by
Holdings and the Borrower and constitutes, and each other Loan Document when executed and
delivered by each Loan Party thereto will constitute, a legal, valid and binding
obligation of such Loan Party enforceable against such Loan Party in accordance with its
terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization and other similar laws relating to or affecting creditors
rights generally and general equitable principles.

SECTION
3.04. Governmental Approvals. No action, consent or approval of, registration or
filing with or any other action by any Governmental Authority is or will be required in
connection with the Transactions, except for (a) such as have been made or obtained and
are in full force and effect and (b) such actions, consents, approvals, registrations or
filings, the failure of which to make or obtain could not reasonably be expected to result
in a Material Adverse Effect.

SECTION
3.05. Financial Statements. (a) The Borrower has heretofore furnished to the
Lenders its consolidated balance sheets and related statements of income,
stockholders equity and cash flows (i) as of and for the fiscal year ended on
July 2, 2003, audited by and accompanied by the opinion of Deloitte & Touche LLP,
independent public accountants, and (ii) as of and for (A) the fiscal quarter and the
portion of the fiscal year ended on December 17, 2003 and (B) each fiscal four week
period after the most recent financial statements furnished pursuant to the preceding
clause (A) and ended 30 days prior to the Restatement Date, certified by its chief
financial officer. Such financial statements present fairly in all material respects the
financial condition and results of operations and cash flows of the Borrower and its
consolidated Subsidiaries as of such dates and for such periods. Such balance sheets and
the notes thereto disclose all material liabilities, direct or contingent, of the Borrower
and its consolidated Subsidiaries as of the dates thereof. Such financial statements were
prepared in accordance with GAAP (as applicable to interim financial statements, in the
case of such interim financial statements) applied on a consistent basis.

(b)       
          The Borrower has heretofore delivered to the Lenders its unaudited pro forma
          consolidated balance sheet and related pro forma consolidated statement of
          income as of and for the four fiscal quarters ended December 17, 2003, prepared
          giving effect to the Transactions as if they had occurred, with respect to such
          balance sheet, on such date and, with respect to such other financial
          statements, on the first day of the four fiscal quarter period ending on such
          date. Such pro forma financial statements have been prepared in good faith by
          the Borrower, based on the assumptions used to prepare the pro forma financial
          information contained in the Confidential Information Memorandum (which
          assumptions at the time made were believed by the Borrower to be reasonable),
          were based on the best information available to the Borrower as of the date of
          delivery thereof, accurately reflect all adjustments required to be made to give
          effect to the Transactions and present fairly in all material respects on a pro
          forma basis the estimated consolidated financial position of the Borrower and
          its consolidated Subsidiaries as of such date and for such period, assuming that
          the Transactions had actually occurred at such date or at the beginning of such
          period, as the case may be.

SECTION
3.06. No Material Adverse Change. No event, change or condition has occurred that
has had, or could reasonably be expected to have, a material adverse effect on the
business, assets, operations or condition, financial or otherwise, of the Borrower and the
Subsidiaries, taken as a whole, since July 2, 2003.

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

(b)       
          Each of Holdings, the Borrower and each of the Subsidiaries has complied with
          all obligations under all leases to which it is a party and all such leases are
          in full force and effect except, in each case, for such noncompliance or such
          failures to be in full force and effect that could not reasonably be expected,
          individually or in the aggregate, to result in a Material Adverse Effect. Each
          of Holdings, the Borrower and each of the Subsidiaries enjoys peaceful and
          undisturbed possession under all such material leases.

SECTION
3.08. Subsidiaries. Schedule 3.08 sets forth as of the Restatement Date a list
of all Subsidiaries and the percentage ownership interest of Holdings, the Borrower or any
Subsidiary therein. The shares of Equity Interests so indicated on Schedule 3.08 are fully
paid and non-assessable and are owned by Holdings, the Borrower or one of the
Subsidiaries, directly or indirectly, free and clear of all Liens (other than Liens
created under the Security Documents).

SECTION
3.09. Litigation; Compliance with Laws. (a) Except as set forth on
Schedule 3.09, there are not any actions, suits or proceedings at law or in equity or
by or before any Governmental Authority now pending or, to the knowledge of Holdings or
the Borrower, threatened against or affecting Holdings or the Borrower or any Subsidiary
or any business, property or rights of any such person (i) that involve any Loan
Document or the Transactions or (ii) as to which there is a reasonable possibility of
an adverse determination and that, if adversely determined, could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect.

(b)       
          Since the Restatement Date, there has been no change in the status of the
          matters disclosed on Schedule 3.09 that, individually or in the aggregate,
          has resulted in, or materially increased the likelihood of, a Material Adverse
          Effect.

SECTION
3.10. Agreements. None of Holdings, the Borrower or any of the Subsidiaries is in
default in any manner under any provision of any indenture or other agreement or
instrument evidencing Indebtedness, or any other material agreement or instrument to which
it is a party or by which it or any of its properties or assets are or may be bound, where
such default could reasonably be expected to result in a Material Adverse Effect.

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

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

SECTION
3.12. Investment Company Act; Public Utility Holding Company Act.None of Holdings,
the Borrower or any Subsidiary is (a) an investment company as defined
in, or subject to regulation under, the Investment Company Act of 1940 or (b) a
holding company as defined in, or subject to regulation under, the Public
Utility Holding Company Act of 1935.

SECTION
3.13. Use of Proceeds. The Borrower will use the proceeds of the Term Loans (other
than any Incremental Term Loans) solely (a) to repay the Existing Term Loans, (b) to fund
a dividend or distribution to Holdings to allow Holdings to repurchase a portion of the
Existing Holdings Notes, (c) to establish and fund the Cash Collateral Account and (d) to
pay related fees and expenses. The Borrower will use the proceeds of the Revolving Loans
and the Swingline Loans, and will request the issuance of Letters of Credit, solely for
general corporate purposes of the Borrower. The Borrower will use the proceeds of any
Incremental Term Loans solely as set forth in the applicable Incremental Term Loan
Assumption Agreement.

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

SECTION
3.15. No Material Misstatements. None of (a) the Confidential Information
Memorandum or (b) any other information, report, financial statement, exhibit or schedule
furnished by or on behalf of Holdings or the Borrower to the Administrative Agent or any
Lender in connection with the negotiation of any Loan Document or included therein or
delivered pursuant thereto, when taken as a whole, contained, contains or will contain any
material misstatement of fact or omitted, omits or will omit to state any material fact
necessary to make the statements therein, in the light of the circumstances under which
they were, are or will be made, not misleading; provided that to the extent any
such information, report, financial statement, exhibit or schedule was based upon or
constitutes a forecast or projection, each of Holdings and the Borrower represents only
that it acted in good faith and utilized reasonable assumptions and due care in the
preparation of such information, report, financial statement, exhibit or schedule.

SECTION
3.16. Employee Benefit Plans. Each of the Borrower and each of its ERISA Affiliates
is in compliance in all material respects with the applicable provisions of ERISA and the
Code and the regulations and published interpretations thereunder. No ERISA Event has
occurred or is reasonably expected to occur that, when taken together with all other such
ERISA Events, could reasonably be expected to result in material liability of the Borrower
or any of its ERISA Affiliates. The present value of all benefit liabilities under each
Plan (based on the assumptions used to fund such Plan) did not, as of the last annual
valuation date applicable thereto, exceed the fair market value of the assets of such Plan
by a material amount, and the present value of all benefit liabilities of all underfunded
Plans (based on the assumptions used to fund such plan) did not, as of the last annual
valuation dates applicable thereto, exceed the fair market value of the assets of all such
underfunded Plans by a material amount.

SECTION
3.17. Environmental Matters. (a) Except as set forth in Schedule 3.17 and
except with respect to any other matters that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, none of Holdings, the
Borrower or any of the Subsidiaries (i) has failed to comply with any Environmental
Law or to obtain, maintain or comply with any permit, license or other approval required
under any Environmental Law, (ii) has become subject to any Environmental Liability,
(iii) has received notice of any claim with respect to any Environmental Liability or
(iv) knows of any basis for any Environmental Liability.

(b)       
          Since the Restatement Date, there has been no change in the status of the
          matters disclosed on Schedule 3.17 that, individually or in the aggregate,
          has resulted in, or materially increased the likelihood of, a Material Adverse
          Effect.

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

SECTION
3.19. Security Documents. (a) The Guarantee and Collateral Agreement is effective
to create in favor of the Collateral Agent, for the ratable benefit of the Secured
Parties, a legal, valid and enforceable security interest in the Collateral (as defined in
the Guarantee and Collateral Agreement) and proceeds thereof and (i) together with the
Pledged Collateral (as defined in the Guarantee and Collateral Agreement) in the
possession of the Collateral Agent constitutes, or in the case of Pledged Collateral to be
delivered in the future, will constitute a fully perfected first priority Lien on, and
security interest in, all right, title and interest of the Loan Parties thereto in such
Pledged Collateral, in each case prior and superior in right to any other person, and
(ii) together with the financing statements previously filed in the offices specified
on Schedule 3.19(a), the Guarantee and Collateral Agreement constitutes a fully
perfected Lien on, and security interest in, all right, title and interest of the Loan
Parties in such Collateral (other than Intellectual Property, as defined in the Guarantee
and Collateral Agreement) to the extent such security interest may be perfected by filing,
in each case prior and superior in right to any other person, other than with respect to
Liens expressly permitted by Section 6.02.

(b)       
          The Guarantee and Collateral Agreement currently on file with the United States
          Patent and Trademark Office and the United States Copyright Office, together
          with financing statements in appropriate form filed in the offices specified on
          Schedule 3.19(a), constitute a fully perfected Lien on, and security interest
          in, all right, title and interest of the grantors thereunder in the Intellectual
          Property (as defined in the Guarantee and Collateral Agreement) owned on the
          Closing Date in which a security interest may be perfected by filing in the
          United States and its territories and possessions, in each case prior and
          superior in right to any other person (it being understood that subsequent
          recordings in the United States Patent and Trademark Office and the United
          States Copyright Office may be necessary to perfect a Lien on registered
          trademarks, trademark applications and copyrights acquired by the grantors after
          the Closing Date).

SECTION
3.20. Location of Real Property and Leased
Premises.  Schedule 3.20(a) lists completely and correctly as of the
Restatement Date all real property owned by the Borrower and the Subsidiaries and the
addresses thereof. The Borrower and the Subsidiaries, as the case may be, as of the
Restatement Date, own in fee all the real property set forth on Schedule 3.20(a).
Schedule 3.20(b) lists completely and correctly as of the Restatement Date all material
real property leased by the Borrower and the Subsidiaries and the addresses thereof. The
Borrower and the Subsidiaries, as the case may be, as of the Restatement Date have valid
leasehold interests in all the real property set forth on Schedule 3.20(b).

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

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

SECTION 3.23.     Senior  Indebtedness.  The Obligations  constitute  "Senior  Indebtedness"  under and as
defined in the Existing Subordinated Note Documents and the Existing Holdings Notes.

ARTICLE IV

Conditions of Lending

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

SECTION
4.01. All Credit Events. On the date of each Borrowing, including each Borrowing of
a Swingline Loan but excluding the conversion of a Eurodollar Borrowing to an ABR
Borrowing or vice versa or the continuation or conversion of the Interest Period of a
Eurodollar Borrowing into another permitted Interest Period, and on the date of each
issuance, amendment, extension or renewal of a Letter of Credit (each such event being
called a Credit Event):

(a)       
          The Administrative Agent shall have received a notice of such Borrowing as
          required by Section 2.03 (or such notice shall have been deemed given in
          accordance with Section 2.03) or, in the case of the issuance, amendment,
          extension or renewal of a Letter of Credit, the Issuing Bank and the
          Administrative Agent shall have received a notice requesting the issuance,
          amendment, extension or renewal of such Letter of Credit as required by
          Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the
          Swingline Lender and the Administrative Agent shall have received a notice
          requesting such Swingline Loan as required by Section 2.22(b).

(b)       
          The representations and warranties set forth in Article III hereof and in
          each other Loan Document shall be true and correct in all material respects on
          and as of the date of such Credit Event with the same effect as though made on
          and as of such date, except to the extent such representations and warranties
          expressly relate to an earlier date.

(c)       
          At the time of and immediately after such Credit Event, no Event of Default or
          Default shall have occurred and be continuing.

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

SECTION 4.02.     Restatement Date.  On the Restatement Date:

(a)       
          The Administrative Agent shall have received, on behalf of itself, the Lenders
          and the Issuing Bank, a favorable written opinion of (i) Paul, Weiss, Rifkind,
          Wharton & Garrison LLP, counsel for Holdings and the Borrower, substantially
          to the effect set forth in Exhibit F-1 and (ii) Faegre & Benson, local
          counsel for the Borrower, substantially to the effect set forth in Exhibit F-2,
          in each case (A) dated the Restatement Date, (B) addressed to the Issuing
          Bank, the Administrative Agent and the Lenders and (C) covering such other
          matters relating to the Loan Documents and the Transactions as the
          Administrative Agent shall reasonably request, and Holdings and the Borrower
          hereby request such counsel to deliver such opinions.

(b)       
          The Administrative Agent shall have received (i) a certificate dated the
          Restatement Date and signed by the Secretary or Assistant Secretary of Holdings
          and the Borrower certifying (A) that except as set forth on any schedule
          attached thereto, the certificate or articles of incorporation of each Loan
          Party previously delivered on the Closing Date (or such later date on which such
          person became a Loan Party) have not been amended since the date of the last
          amendment thereto shown on the certificate of good standing so furnished, (B)
          that except as set forth on any schedule attached thereto, the by-laws of each
          Loan Party as in effect and delivered on the Closing Date (or such later date on
          which such person became a Loan Party) have not been amended, (C) that attached
          thereto is a true and complete copy of resolutions duly adopted by the Board of
          Directors or other equivalent body of each Loan Party authorizing the execution,
          delivery and performance of the Amendment Agreement (including Exhibit A thereto
          in the form of this Agreement) and the other Loan Documents to which such person
          is a party, as applicable, and, in the case of the Borrower, the borrowings
          hereunder, and that such resolutions have not been modified, rescinded or
          amended and are in full force and effect, and (D) as to the incumbency and
          specimen signature of each officer executing the Amendment Agreement or any
          other Loan Document or any other document delivered in connection therewith on
          behalf of such Loan Party; (ii) a certificate of another officer as to the
          incumbency and specimen signature of the Secretary or Assistant Secretary
          executing the certificate pursuant to clause (i) above; and (iii) such other
          documents as the Lenders, the Issuing Bank or the Administrative Agent may
          reasonably request.

(c)       
          The Administrative Agent shall have received a certificate, dated the Closing
          Date and signed by a Financial Officer of the Borrower, confirming compliance
          with the conditions precedent set forth in paragraphs (b) and (c) of Section
          4.01.

(d)       
          The Administrative Agent shall have received all Fees and other amounts due and
          payable on or prior to the Restatement Date, including, to the extent invoiced,
          reimbursement or payment of all out-of-pocket expenses required to be reimbursed
          or paid by the Borrower hereunder or under any other Loan Document.

(e)       
          The Amendment Agreement shall have become effective in accordance with its
          terms.

(f)       
          The Lenders shall have received, to the extent requested, all documentation and
          other information required by bank regulatory authorities under applicable
          know your customer and anti-money laundering rules and regulations,
          including the U.S.A. Patriot Act.

(g)       
          The Security Documents shall be in full force and effect on the Restatement
          Date, and each document (including each Uniform Commercial Code financing
          statement) required by law or reasonably requested by the Collateral Agent to be
          filed, registered or recorded in order to create or continue in favor of the
          Collateral Agent for the benefit of the Secured Parties a valid, legal and
          perfected first-priority Lien on, and security interest in, the Collateral
          (subject to any Liens expressly permitted by Section 6.02) shall have been
          delivered to the Collateral Agent. The Pledged Collateral (as defined in the
          Guarantee and Collateral Agreement) shall be duly and validly pledged under the
          Guarantee and Collateral Agreement to the Collateral Agent for the benefit of
          the Secured Parties, and certificates representing such Pledged Collateral,
          accompanied by instruments of transfer and stock powers endorsed in blank, shall
          be in the actual possession of the Collateral Agent.

(h)       
          The Collateral Agent shall have received a certificate, dated the Restatement
          Date and signed by a Responsible Officer of the Borrower, certifying that,
          except as set forth on any schedule attached thereto, the information set forth
          on the Perfection Certificate is complete, correct and accurate in all material
          respects as of the Restatement Date.

(i)       
          At least $18,600,000 aggregate principal amount of Existing Holdings Notes shall
          have been redeemed simultaneously with the initial Credit Event on the
          Restatement Date, and the Administrative Agent shall have received reasonably
          satisfactory evidence thereof.

(j)       
          The Lenders shall have received a certificate substantially in the form of
          Exhibit G from the chief financial officer of the Borrower to the effect that,
          after giving effect to the Transactions and the other transactions contemplated
          hereby, the Borrower and the Subsidiaries, taken as a whole, will not (i) be
          insolvent, (ii) be rendered insolvent by the Indebtedness incurred in connection
          therewith, (iii) be left with unreasonably small capital with which to engage in
          its business or (iv) have incurred debts beyond its ability to pay such debts as
          they mature.

(k)       
          All requisite Governmental Authorities and third parties shall have approved or
          consented to the Transactions and the other transactions contemplated hereby to
          the extent required, in each case to the extent failure to obtain such approval
          or consent will or is reasonably likely to have a Material Adverse Effect, and
          there shall be no litigation, governmental, administrative or judicial action,
          actual or threatened, that has or would have, singly or in the aggregate, a
          reasonable likelihood of restraining, preventing or imposing burdensome
          conditions on the Transactions or the other transactions contemplated hereby.

ARTICLE V

Affirmative Covenants

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

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

(b)       
          Do or cause to be done all things necessary to obtain, preserve, renew, extend
          and keep in full force and effect the rights, licenses, permits, franchises,
          authorizations, patents, copyrights, trademarks and trade names material to the
          conduct of its business; maintain and operate such business in substantially the
          manner in which it is presently conducted and operated with, in the case of the
          Borrower and the Subsidiaries, reasonable extensions thereof; comply in all
          material respects with all applicable laws, rules, regulations, decrees and
          orders of any Governmental Authority, whether now in effect or hereafter
          enacted; and at all times maintain and preserve all property material to the
          conduct of such business and keep such property in good repair, working order
          and condition and from time to time make, or cause to be made, all needful and
          proper repairs, renewals, additions, improvements and replacements thereto
          necessary in order that the business carried on in connection therewith may be
          properly conducted at all times.

SECTION
5.02. Insurance. (a) Keep its insurable properties adequately insured at all times
by financially sound and reputable insurers; maintain such other insurance, to such extent
and against such risks, including fire and other risks insured against by extended
coverage, as is customary with companies in the same or similar businesses operating in
the same or similar locations, including public liability insurance against claims for
personal injury or death or property damage occurring upon, in, about or in connection
with the use of any properties owned, occupied or controlled by it; and maintain such
other insurance as may be required by law.

(b)       
          Cause all such policies covering any Collateral to be endorsed or otherwise
          amended to include a customary lenders loss payable endorsement, in form
          and substance reasonably satisfactory to the Administrative Agent and the
          Collateral Agent, which endorsement shall provide that, from and after the
          Restatement Date, if the insurance carrier shall have received written notice
          from the Administrative Agent or the Collateral Agent of the occurrence of an
          Event of Default, the insurance carrier shall pay all proceeds otherwise payable
          to the Borrower or the Loan Parties under such policies directly to the
          Collateral Agent; cause all such policies to provide that neither the Borrower,
          the Administrative Agent, the Collateral Agent nor any other party shall be a
          coinsurer thereunder and to contain a Replacement Cost Endorsement,
          without any deduction for depreciation, and such other provisions as the
          Administrative Agent or the Collateral Agent may reasonably require from time to
          time to protect their interests; deliver original or certified copies of all
          such policies to the Collateral Agent; cause each such policy to provide that it
          shall not be canceled, modified or not renewed (i) by reason of nonpayment
          of premium upon not less than 10 days prior written notice thereof by the
          insurer to the Administrative Agent and the Collateral Agent (giving the
          Administrative Agent and the Collateral Agent the right to cure defaults in the
          payment of premiums) or (ii) for any other reason upon not less than 30
          days prior written notice thereof by the insurer to the Administrative
          Agent and the Collateral Agent; deliver to the Administrative Agent and the
          Collateral Agent, prior to the cancelation, modification or nonrenewal of any
          such policy of insurance, a copy of a renewal or replacement policy (or other
          evidence of renewal of a policy previously delivered to the Administrative Agent
          and the Collateral Agent) together with evidence satisfactory to the
          Administrative Agent and the Collateral Agent of payment of the premium
          therefor.

(c)       
          Notify the Administrative Agent and the Collateral Agent immediately whenever
          any separate insurance concurrent in form or contributing in the event of loss
          with that required to be maintained under this Section 5.02 is taken out by
          the Borrower; and promptly deliver to the Administrative Agent and the
          Collateral Agent a duplicate original copy of such policy or policies.

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

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

(a)       
          within 90 days after the end of each fiscal year, its consolidated balance
          sheet and related statements of income, stockholders equity and cash flows
          showing the financial condition of the Borrower and its consolidated
          Subsidiaries as of the close of such fiscal year and the results of its
          operations and the operations of such Subsidiaries during such year, together
          with comparative figures for the immediately preceding fiscal year, all audited
          by Deloitte & Touche LLP or other independent public accountants of
          recognized national standing and accompanied by an opinion of such accountants
          (which shall not be qualified in any material respect) to the effect that such
          consolidated financial statements fairly present the financial condition and
          results of operations of the Borrower and its consolidated Subsidiaries on a
          consolidated basis in accordance with GAAP consistently applied;

(b)       
          within 45 days after the end of each of the first three fiscal quarters of
          each fiscal year, its consolidated balance sheet and related statements of
          income, stockholders equity and cash flows showing the financial condition
          of the Borrower and its consolidated Subsidiaries as of the close of such fiscal
          quarter and the results of its operations and the operations of such
          Subsidiaries during such fiscal quarter and the then elapsed portion of the
          fiscal year, and comparative figures for the same periods in the immediately
          preceding fiscal year, all certified by one of its Financial Officers as fairly
          presenting in all material respects the financial condition and results of
          operations of the Borrower and its consolidated Subsidiaries on a consolidated
          basis in accordance with GAAP consistently applied, subject to normal year-end
          audit adjustments;

(c)       
          within 45 days after the end of the first two fiscal four-week periods of each
          fiscal quarter, its consolidated balance sheet and related statements of income
          and cash flows showing the financial condition of the Borrower and its
          consolidated Subsidiaries during such fiscal period and the then elapsed portion
          of the fiscal year, all certified by one of its Financial Officers as fairly
          presenting in all material respects the financial condition and results of
          operations of the Borrower and its consolidated Subsidiaries on a consolidated
          basis in accordance with GAAP consistently applied, subject to normal year-end
          audit adjustments;

(d)       
          concurrently with any delivery of financial statements under paragraph (a), (b)
          or (c) above, a certificate of the accounting firm (in the case of
          paragraph (a)) or Financial Officer (in the case of paragraph  (b) or
          (c)) opining on or certifying such statements (which certificate, when furnished
          by an accounting firm, may be limited to accounting matters and disclaim
          responsibility for legal interpretations) (i) certifying that no Event of
          Default or Default has occurred or, if such an Event of Default or Default has
          occurred, specifying the nature and extent thereof and any corrective action
          taken or proposed to be taken with respect thereto and (ii) in the case of
          paragraphs (a) and (b), of a Financial Officer setting forth computations
          in reasonable detail satisfactory to the Administrative Agent demonstrating
          compliance with the covenants contained in Sections 6.11, 6.12 and 6.13 and, in
          the case of a certificate delivered with the financial statements required by
          paragraph (a) above, (x) setting forth the Borrowers calculation of
          Excess Cash Flow and (y) certifying that there has been no change in the
          business activities, assets or liabilities of Holdings, or if there has been any
          such change, describing such change in reasonable detail and certifying that
          Holdings is in compliance with Section 6.08;

(e)       
          at least 45 days after the commencement of each fiscal year of the
          Borrower, a detailed consolidated budget for such fiscal year (including a
          projected consolidated balance sheet and related statements of projected
          operations and cash flows as of the end of and for such fiscal year and setting
          forth the assumptions used for purposes of preparing such budget) and, promptly
          when available, any significant revisions of such budget;

(f)       
          promptly after the same become publicly available, copies of all periodic and
          other reports, final proxy statements, and upon notice of filing to the
          Administrative Agent and upon the request of the Administrative Agent, other
          materials filed by Holdings, the Borrower or any Subsidiary with the Securities
          and Exchange Commission, or any Governmental Authority succeeding to any or all
          of the functions of said Commission, or with any national securities exchange,
          or distributed to its shareholders, as the case may be, and all press releases;

(g)       
          promptly after the receipt thereof by Holdings, the Borrower or any Subsidiary,
          a copy of any management letter (in final form) received by any such
          person from its certified public accountants and the managements response
          thereto; and

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

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

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

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

(c)       
          the occurrence of any ERISA Event that, alone or together with any other ERISA
          Events that have occurred, could reasonably be expected to result in liability
          of the Borrower and the Subsidiaries in an aggregate amount exceeding
          $1,000,000.

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

SECTION
5.06. Information Regarding Collateral. (a) Furnish to the Administrative Agent
prompt written notice of any change in any Loan Partys legal name, corporate
structure, jurisdiction of organization or Federal Taxpayer Identification Number.
Holdings and the Borrower agree not to effect or permit any change referred to in the
preceding sentence unless all filings have been made under the Uniform Commercial Code or
otherwise that are required in order for the Collateral Agent to continue at all times
following such change to have a valid, legal and perfected security interest in all the
Collateral. Holdings and the Borrower also agree promptly to notify the Administrative
Agent if any material portion of the Collateral is damaged or destroyed.

(b)       
          In the case of the Borrower, each year, at the time of delivery of the annual
          financial statements with respect to the preceding fiscal year pursuant to
          Section 5.04(a), deliver to the Administrative Agent a certificate of a
          Financial Officer setting forth the information required pursuant to Section 2
          of the Perfection Certificate or confirming that there has been no change in
          such information since the date of the Perfection Certificate delivered on the
          Restatement Date or the date of the most recent certificate delivered pursuant
          to this Section 5.06.

SECTION
5.07. Maintaining Records; Access to Properties and Inspections.Keep proper books
of record and account in which full, true and correct entries in conformity with GAAP and
all requirements of law are made of all dealings and transactions in relation to its
business and activities. Each of Holdings and the Borrower will, and will cause each of
its subsidiaries to, permit any representatives designated by the Administrative Agent,
the Collateral Agent or any Lender to visit and inspect the financial records and the
properties of Holdings, the Borrower or any Subsidiary at reasonable times (but not more
often then two times each year unless an Event of Default is continuing) and to make
extracts from and copies of such financial records, and permit any representatives
designated by the Administrative Agent, the Collateral Agent or any Lender to discuss the
affairs, finances and condition of Holdings, the Borrower or any Subsidiary with the
officers thereof and independent accountants therefor.

SECTION
5.08. Use of Proceeds. Use the proceeds of the Loans and request the issuance of
Letters of Credit only for the purposes set forth in Section 3.13.

SECTION
5.09. Further Assurances. Execute any and all further documents, financing
statements, agreements and instruments, and take all further action (including filing
Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that
may be required under applicable law, or that the Required Lenders, the Administrative
Agent or the Collateral Agent may reasonably request, in order to effectuate the
transactions contemplated by the Loan Documents and in order to grant, preserve, protect
and perfect the validity and first priority of the security interests created or intended
to be created by the Security Documents. The Borrower will cause any subsequently acquired
or organized Domestic Subsidiary (other than any Inactive Subsidiary) or any Domestic
Subsidiary that ceases to be an Inactive Subsidiary to become a Loan Party by executing
the Guarantee and Collateral Agreement and each other applicable Security Document in
favor of the Collateral Agent. In addition, from time to time, the Borrower will, at its
cost and expense, promptly secure the Obligations by pledging or creating, or causing to
be pledged or created, perfected security interests with respect to such of its assets and
properties as the Administrative Agent, the Collateral Agent or the Required Lenders shall
designate (it being understood that, subject to Section 5.10, it is the intent of the
parties that the Obligations shall be secured by substantially all the assets of the
Borrower and its Subsidiaries (including material owned real and other properties acquired
subsequent to the Restatement Date)). Such security interests and Liens will be created
under the Security Documents and other security agreements, mortgages, deeds of trust and
other instruments and documents in form and substance reasonably satisfactory to the
Administrative Agent and the Collateral Agent, and the Borrower shall deliver or cause to
be delivered to the Lenders all such instruments and documents (including legal opinions,
title insurance policies and lien searches) as the Collateral Agent shall reasonably
request to evidence compliance with this Section 5.09. The Borrower agrees to provide such
evidence as the Collateral Agent shall reasonably request as to the perfection and
priority status of each such security interest and Lien. In furtherance of the foregoing,
the Borrower will give prompt notice to the Administrative Agent of the acquisition by it
or any of the Subsidiaries of any real property (or any interest in real property) having
a value in excess of $250,000.

ARTICLE VI

Negative Covenants

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

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

(a)       
          Indebtedness for borrowed money existing on the Restatement Date and set forth
          in Schedule 6.01, and any extensions, renewals or replacements of such
          Indebtedness to the extent the principal amount of such Indebtedness is not
          increased, the weighted average life to maturity of such Indebtedness is not
          decreased, such Indebtedness, if subordinated to the Obligations, remains so
          subordinated on terms not less favorable to the Lenders, and the original
          obligors in respect of such Indebtedness remain the only obligors thereon;

(b)       
          Indebtedness created hereunder and under the other Loan Documents;

(c)       
          intercompany Indebtedness of Holdings, the Borrower and the Subsidiaries to the
          extent permitted by Section 6.04(c) and unsecured Guarantees made in the
          ordinary course of business by the Borrower or any Subsidiary Guarantor of
          obligations of the Borrower or any Subsidiary Guarantor;

(d)       
          Indebtedness of the Borrower or any Subsidiary incurred to finance the
          acquisition, construction or improvement of any fixed or capital assets, and
          extensions, renewals and replacements of any such Indebtedness that do not
          increase the outstanding principal amount thereof; provided that (i) such
          Indebtedness is incurred prior to or within 90 days after such acquisition or
          the completion of such construction or improvement and (ii) the aggregate
          principal amount of Indebtedness permitted by this Section 6.01(d), when
          combined with the aggregate principal amount of all Capital Lease Obligations
          and Synthetic Lease Obligations incurred pursuant to Section  6.01(e) shall
          not exceed $25,000,000 at any time outstanding;

(e)       
          in the case of the Borrower and its Subsidiaries, Capital Lease Obligations and
          Synthetic Lease Obligations, in an aggregate principal amount, when combined
          with the aggregate principal amount of all Indebtedness incurred pursuant to
          Section 6.01(d), not in excess of $25,000,000 at any time outstanding;

(f)       
          Indebtedness under performance bonds or with respect to workers
          compensation claims, in each case incurred in the ordinary course of business;

(g)       
          Indebtedness of any person that becomes a Subsidiary after the date hereof;
          provided that (i) such Indebtedness exists at the time such person becomes a
          Subsidiary and is not created in contemplation of or in connection with such
          person becoming a Subsidiary, (ii) immediately before and after such person
          becomes a Subsidiary, no Default or Event of Default shall have occurred and be
          continuing and (iii) the aggregate principal amount of Indebtedness permitted by
          this clause (g) shall not exceed $10,000,000 at any time outstanding;

(h)       
          unsecured subordinated Indebtedness of the Borrower (Seller
          Notes) issued to the seller in connection with any Permitted
          Acquisition under Section 6.04(f); provided that (i) such
          Indebtedness provides for cash interest payments in an amount not greater than
          14% per annum and requires no cash payments of principal prior to the date that
          is one year after the Term Loan Maturity Date, (ii) such Indebtedness does
          not impose any financial or other maintenance covenants on Holdings,
          the Borrower or any of the Subsidiaries, (iii) such Indebtedness is
          subordinated to the Obligations on terms no less favorable to the Secured
          Parties than those governing the Existing Subordinated Notes and (iv) the
          aggregate principal amount of any such Seller Notes does not exceed $20,000,000
          at any one time outstanding;

(i)       
          Existing Subordinated Notes issued after the Restatement Date in an aggregate
          principal amount at any time outstanding not to exceed the Incremental Debt
          Amount, and any Guarantees relating to such Existing Subordinated Notes, so long
          as, at the time of and immediately after such incurrence (A) no Event of
          Default or Default shall have occurred and be continuing and (B)  the
          Leverage Ratio of the Borrower, on a Pro Forma Basis after giving effect to such
          incurrence and the application of the proceeds therefrom, shall be at least 0.25
          to 1.0 less than the maximum Leverage Ratio permitted under Section 6.13
          applicable at such time;

(j)       
          in the case of Holdings, senior unsecured discount notes of Holdings, with an
          initial accreted value not in excess of $100,000,000, issued on or prior to the
          Repurchase Cutoff Date, that (i)  mature on or after June 30, 2010,
          (ii) require no scheduled payment of principal prior to maturity and
          (iii) are otherwise on terms reasonably acceptable to the Administrative
          Agent (the New HoldingsNotes), and the accretion of such
          Indebtedness in accordance with the terms thereof; and

(k)       
          other unsecured Indebtedness of the Borrower or the Subsidiaries in an aggregate
          principal amount at any time outstanding not to exceed the Incremental Debt
          Amount.

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

(a)       
          Liens on property or assets of the Borrower and its Subsidiaries existing on the
          date hereof and set forth in Schedule 6.02; provided that such Liens
          shall secure only those obligations which they secure on the date hereof;

(b)       
          any Lien created under the Loan Documents;

(c)       
          any Lien existing on any property or asset prior to the acquisition thereof by
          the Borrower or any Subsidiary; provided that (i) such Lien is not
          created in contemplation of or in connection with such acquisition and
          (ii) such Lien does not apply to any other property or assets of the
          Borrower or any Subsidiary;

(d)       
          Liens for taxes not yet due or which are being contested in compliance with
          Section 5.03;

(e)       
          carriers, warehousemens, mechanics, materialmens,
          repairmens or other like Liens arising in the ordinary course of business
          and securing obligations that are not due and payable or which are being
          contested in compliance with Section 5.03;

(f)       
          pledges and deposits in compliance with workmens compensation,
          unemployment insurance and other social security laws or regulations;

(g)       
          deposits to secure the performance of bids, trade contracts (other than for
          Indebtedness for borrowed money), leases (other than Capital Lease Obligations),
          statutory obligations, surety and appeal bonds, performance bonds and other
          obligations of a like nature incurred in the ordinary course of business;

(h)       
          zoning restrictions, easements, rights-of-way, restrictions on use of real
          property and other similar encumbrances incurred in the ordinary course of
          business which, in the aggregate, are not substantial in amount and do not
          materially detract from the value of the property subject thereto or interfere
          with the ordinary conduct of the business of the Borrower or any of its
          Subsidiaries;

(i)       
          purchase money security interests in real property, improvements thereto or
          equipment hereafter acquired (or, in the case of improvements, constructed) by
          the Borrower or any Subsidiary; provided that (i) such security
          interests secure Indebtedness permitted by Section 6.01, (ii) such
          security interests are incurred, and the Indebtedness secured thereby is
          created, within 90 days after such acquisition (or construction) and
          (iii) such security interests do not apply to any other property or assets
          of the Borrower or any Subsidiary;

(j)       
          judgment liens securing judgments that have not resulted in an Event of Default
          under Article VII; and

(k)       
          any interest or title of a lessor under any lease entered into by the Borrower
          or any of the Subsidiaries in the ordinary course of business and covering only
          the assets so leased.

SECTION
6.03. Sale and Leaseback Transactions. Enter into any arrangement, directly or
indirectly, with any person whereby it shall sell or transfer any property, real or
personal, used or useful in its business, whether now owned or hereafter acquired, and
thereafter rent or lease such property or other property which it intends to use for
substantially the same purpose or purposes as the property being sold or transferred (a
Sale and Leaseback) unless (i) the sale of such property is permitted
by Section 6.05 and (ii) any Capital Lease Obligations or Liens arising in connection
therewith are permitted by Sections 6.01 and 6.02, respectively.

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

(a)       
          (i) investments by Holdings, the Borrower and the Subsidiaries existing on the
          Restatement Date in the Equity Interests of the Borrower and the Subsidiaries,
          and (ii) additional investments by Holdings, the Borrower and the
          Subsidiaries in the Equity Interests of the Borrower and the Subsidiary
          Guarantors; provided that any such Equity Interests held by a Loan Party
          shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to
          the limitations applicable to voting stock of a Foreign Subsidiary referred to
          therein);

(b)       
          Permitted Investments;

(c)       
          loans or advances made by the Borrower to any Subsidiary Guarantor and made by
          any Subsidiary to the Borrower or any Subsidiary Guarantor; provided that
          any such loans and advances made by a Loan Party shall be evidenced by a
          promissory note pledged to the Collateral Agent for the ratable benefit of the
          Secured Parties pursuant to the Guarantee and Collateral Agreement above;

(d)       
          investments received in connection with the bankruptcy or reorganization of, or
          settlement of delinquent accounts and disputes with, customers and suppliers, in
          each case in the ordinary course of business;

(e)       
          the Borrower and the Subsidiaries may make loans and advances in the ordinary
          course of business to their respective employees so long as the aggregate
          principal amount thereof at any time outstanding (determined without regard to
          any write-downs or write-offs of such loans and advances) shall not exceed
          $5,000,000;

(f)       
          the Borrower or any wholly owned Subsidiary may acquire all or substantially all
          the assets of a person or line of business of such person, or all of the Equity
          Interests of a person (referred to herein as the Acquired
          Entity); provided that (i) the Acquired Entity shall be a
          going concern and shall be in a similar line of business as that of the Borrower
          and the Subsidiaries as conducted during the current and most recent calendar
          year; (ii) at the time of such transaction (A) both before and after giving
          effect thereto, no Event of Default or Default shall have occurred and be
          continuing or shall exist; (B) the Borrower would be in Pro Forma Compliance;
          (C) after giving effect to such acquisition, there must be at least
          $10,000,000 of unused and available Revolving Credit Commitments; and (D) the
          aggregate of the consideration paid in connection with such acquisition and any
          related acquisitions pursuant to this Section 6.04(f) (including any
          Indebtedness of the Acquired Entity that is assumed by the Borrower or any
          Subsidiary following such acquisition) shall not in the aggregate exceed
          $45,000,000; (iii) the Borrower shall assume no Indebtedness in connection
          with such acquisition, except as permitted by Section 6.01; and (iv) the
          Borrower shall comply, and shall cause the Acquired Entity to comply, with the
          applicable provisions of Section 5.09 and the Security Documents (any
          acquisition of an Acquired Entity meeting all the criteria of this
          Section 6.04(f) being referred to herein as a Permitted
          Acquisition);

(g)       
          investments existing on the Restatement Date hereof and set forth on Schedule
          6.04;

(h)       
          investments consisting of non-cash proceeds of Asset Sales made in accordance
          with Section 6.05(b);

(i)       
          loans or advances permitted by Section 6.06(a);

(j)       
          extensions of trade credit in the ordinary course of business; and

(k)       
          in addition to investments permitted by paragraphs (a) through (j) above,
          additional investments, loans and advances by the Borrower and the Subsidiaries
          so long as the aggregate amount invested, loaned or advanced pursuant to this
          paragraph (k) (determined without regard to any write-downs or write-offs
          of such investments, loans and advances, but net of any return of principal or
          capital, as the case may be) does not exceed $5,000,000 in the aggregate.

SECTION
6.05. Mergers, Consolidations, Sales of Assets and Acquisitions.(a) Merge into or
consolidate with any other person, or permit any other person to merge into or consolidate
with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a
series of transactions) all or substantially all of the assets (whether now owned or
hereafter acquired) of the Borrower or less than all the Equity Interests of any
Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of
transactions) all or any substantial part of the assets of any other person, except that
(i) the Borrower and any Subsidiary may purchase and sell inventory in the ordinary
course of business, (ii) the Borrower and any wholly owned Subsidiary may make Permitted
Acquisitions and (iii) if at the time thereof and immediately after giving effect
thereto no Event of Default or Default shall have occurred and be continuing (x) any
wholly owned Subsidiary may merge into or consolidate with the Borrower in a transaction
in which the Borrower is the surviving corporation, (y) any wholly owned Subsidiary
may merge into or consolidate with any other wholly owned Subsidiary (or, in order to
consummate a Permitted Acquisition, any other person) in a transaction in which the
surviving entity is a wholly owned Subsidiary and (except in the case of Permitted
Acquisitions) no person other than the Borrower or a wholly owned Subsidiary receives any
consideration; provided that if any such merger described in this clause (y) shall
involve a Domestic Subsidiary, the surviving entity of such merger shall be a Domestic
Subsidiary and (z) Holdings may merge with or into the Borrower in a transaction in
which no person other than Holdings or the Borrower receives any consideration other than,
in the case of the stockholders of Holdings, consideration consisting solely of the Equity
Interests of the surviving corporation (following which all references to Holdings or the
Borrower shall mean the survivor of such merger).

(b)       
          Engage in any Asset Sale otherwise permitted under paragraph (a) above
          unless (i) such Asset Sale is for consideration at least 75% of which is
          cash, (ii) such consideration is at least equal to the fair market value of
          the assets being sold, transferred, leased or disposed of and (iii) the
          fair market value of all assets sold, transferred, leased or disposed of
          pursuant to this paragraph (b) shall not exceed $10,000,000 in any fiscal
          year.

(c)       
          Notwithstanding the foregoing paragraphs (a) and (b), the Borrower shall be
          permitted to:

| | (i)       
               sell Equity Interests of Tahoe Joes pursuant to a Qualified Tahoe
               Joes Equity Offering so long as (x) no Event of Default or Default shall
               have occurred and be continuing or result therefrom and (y) the Net Cash
               Proceeds received with respect thereto are applied to prepay outstanding Term
               Loans in accordance with Section 2.13; and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               sell (A) Equity Interests of Tahoe Joes or all or substantially all
               the assets of Tahoe Joes, (B) the Borrowers manufacturing
               facility located in Marshfield, Wisconsin and/or (C) up to 40 restaurants in the
               aggregate after the Restatement Date, in each case so long as (x) no Event
               of Default or Default shall have occurred and be continuing or result therefrom,
               (y) the requirements of Section 6.05(b)(i) and (ii) have been
               satisfied with respect to any such sale and (z) the Net Cash Proceeds
               received with respect thereto are applied to prepay outstanding Term Loans in
               accordance with Section 2.13.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION
6.06. Restricted Payments; Restrictive Agreements. (a)  Declare or make,
or agree to declare or make, directly or indirectly, any Restricted Payment (including
pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or
otherwise) to do so; provided, however, that (i) any Subsidiary may
declare and pay dividends or make other distributions ratably to its equity holders,
(ii) so long as no Event of Default or Default shall have occurred and be continuing
or would result therefrom, the Borrower may, or the Borrower may make distributions to
Holdings so that Holdings may (x) make Restricted Payments in an aggregate amount after
the Restatement Date not to exceed $15,000,000, (y) if at the end of any fiscal year,
commencing with the fiscal year ending on or around June 30, 2005, the Leverage Ratio was
less than 3.0 to 1.0 and the Senior Leverage Ratio was less than 1.25 to 1.0, make
Restricted Payments during the following fiscal year in an aggregate amount not to exceed
50% of Excess Cash Flow for the fiscal year then ended so long as, after giving effect to
any such Restricted Payment, the Leverage Ratio would be less than 3.0 to 1.0 and the
Senior Leverage Ratio would be less than 1.25 to 1.0 and (z) repurchase its Equity
Interests owned by employees of Holdings, the Borrower or the Subsidiaries or make
payments to employees of Holdings, the Borrower or the Subsidiaries upon termination of
employment in connection with the exercise of stock options, stock appreciation rights or
similar equity incentives or equity based incentives pursuant to management incentive
plans or in connection with the death or disability of such employees in an aggregate
amount not to exceed $8,000,000 in any fiscal year, of which the aggregate amount paid to
any one such employee (or estate of such employee) shall not exceed $4,000,000, (iii) the
Borrower may make Restricted Payments or make loans and advances to Holdings (x) in an
amount not to exceed $250,000 in any fiscal year, to the extent necessary to pay general
corporate and overhead expenses incurred by Holdings in the ordinary course of business
and (y) in an amount necessary to make Tax Payments directly attributable to (or
arising as a result of) the operations of the Borrower and the Subsidiaries;
provided, however, that (A) the amount of such dividends shall not
exceed the amount that the Borrower and the Subsidiaries would be required to pay in
respect of Federal, State and local taxes were the Borrower to pay such taxes as a
stand-alone taxpayer and (B) all Restricted Payments made to Holdings pursuant to
this clause (iii) are used by Holdings for the purposes specified herein within
30 days of the receipt thereof, (iv) the Borrower may, or the Borrower may make
distributions to Holdings so that Holdings may, make the Existing Holdings Notes
Redemption in accordance with Section 6.09(c)(iv)(A), (v) the Borrower may, or the
Borrower may make distributions to Holdings so that Holdings may, prepay, repurchase or
redeem Existing Holdings Notes or New Holdings Notes in accordance with Section
6.09(c)(i), (vi) the Borrower may make distributions to Holdings at such times and in such
amounts, not exceeding $12,000,000 during any fiscal year, as shall be necessary to permit
Holdings to pay, as and when due, cash payments of interest on the New Holdings Notes if
at the time thereof and after giving effect thereto (A) no Event of Default or Default
shall have occurred and be continuing, (B) the Leverage Ratio would be at least .25 times
less than the maximum Leverage Ratio then permitted by Section 6.13 and (C) there are at
least $15,000,000 of unused and available Revolving Credit Commitments, and (vii) after
the prepayment in full of the Existing Holdings Notes, Holdings may use up to $91,600,000
of the net cash proceeds of the New Holdings Notes to pay the Special Dividend.

(b)  Enter
into, incur or permit to exist any agreement or other arrangement that prohibits,
restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any
Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets
to secure the Obligations or any refinancing thereof, or (ii) the ability of any
Subsidiary to pay dividends or other distributions with respect to any of its Equity
Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or
to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that
(A) the foregoing shall not apply to restrictions and conditions imposed by law or by any
Loan Document, (B) the foregoing shall not apply to customary restrictions and conditions
contained in agreements relating to the sale of a Subsidiary pending such sale,
provided such restrictions and conditions apply only to the Subsidiary that is to
be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to
restrictions and conditions imposed on any Foreign Subsidiary by the terms of any
Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (D) clause (i)
of the foregoing shall not apply to restrictions or conditions imposed by any agreement
relating to secured Indebtedness, Capital Lease Obligations or Synthetic Lease Obligations
permitted by this Agreement if such restrictions or conditions apply only to the property
or assets securing such Indebtedness or subject to such lease and (E) clause (i) of the
foregoing shall not apply to customary provisions in leases and other contracts
restricting the assignment thereof.

SECTION
6.07. Transactions with Affiliates. Except for transactions by or among Loan
Parties, sell or transfer any property or assets to, or purchase or acquire any property
or assets from, or otherwise engage in any other transactions with, any of its Affiliates,
except that:

(a)       
          the Borrower or any Subsidiary may engage in any of the foregoing transactions
          in the ordinary course of business at prices and on terms and conditions not
          less favorable to the Borrower or such Subsidiary than could be obtained on an
          arms-length basis from unrelated third parties;

(b)       
          Restricted Payments may be made to the extent provided in Section 6.06;

(c)       
          loans may be made and other transactions may be entered into between and among
          the Borrower, Holdings, the Subsidiaries and their respective Affiliates to the
          extent permitted by Sections 6.01 and 6.04;

(d)       
          so long as no Event of Default or Default shall have occurred and be continuing
          or would result therefrom, (i) business management fees may be paid to
          Caxton-Iseman Capital, Inc. or any of its Affiliates in an aggregate amount not
          to exceed 2% of the Borrowers Consolidated EBITDA in any fiscal year, (ii)
          upon the consummation of acquisitions and divestitures by the Borrower,
          investment banking fees in an aggregate amount not to exceed 1.0% of the
          consideration paid for such acquisition or divestiture may be paid to
          Caxton-Iseman Capital, Inc. or any of its Affiliates in connection with such
          acquisition or divestiture, in the case of clauses (i) and (ii) as provided
          for in the Management Services Agreement as in effect on the Restatement Date;
          provided that in connection with a Qualified Initial Public Equity
          Offering, the Borrower may terminate the Management Services Agreement and pay a
          termination fee from the proceeds of such Qualified Initial Public Equity
          Offering and (iii) fees may be paid to Sentinel Capital Partners, II, L.P.
          or any of its Affiliates in an aggregate amount not to exceed $250,000 in any
          fiscal year, as provided in the services agreement between the Borrower and
          Sentinel Capital Partners, II, L.P. as in effect on the Restatement Date; and

(e)       
          a registration rights agreement may be entered into between and among Holdings
          and holders of Equity Interests in it providing for customary registration
          rights in connection with a Qualified Initial Public Equity Offering.

SECTION
6.08. Business of Holdings, Borrower and Subsidiaries. (a)  With respect
to Holdings, engage in any business activities or have any assets or liabilities other
than its ownership of the Equity Interests of the Borrower and, following a Tahoe
Joes Dividend, Tahoe Joes, and liabilities incidental thereto, including its
liabilities hereunder and pursuant to the Guarantee and Collateral Agreement, the Existing
Holdings Notes and the New Holdings Note Documents.

(b)  With
respect to the Borrower and its Subsidiaries, engage at any time in any business or
business activity other than the business currently conducted by it and reasonable
extensions thereof and business activities reasonably incidental thereto.

SECTION
6.09. Other Indebtedness and Agreements. (a) Permit any waiver, supplement,
modification, amendment, termination or release of any indenture, instrument or agreement
pursuant to which any Material Indebtedness of Holdings, the Borrower or any of the
Subsidiaries is outstanding if the effect of such waiver, supplement, modification,
amendment, termination or release would materially increase the obligations of the obligor
or confer additional material rights on the holder of such Indebtedness in a manner
adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders unless such
amended Material Indebtedness could be incurred under Section 6.01.

(b)       
          (i) Make any distribution, whether in cash, property, securities or a
          combination thereof, other than regular scheduled payments of principal and
          interest as and when due (to the extent not prohibited by applicable
          subordination provisions), in respect of, or pay, or offer or commit to pay, or
          directly or indirectly (including pursuant to any Synthetic Purchase Agreement)
          redeem, repurchase, retire or otherwise acquire for consideration, or set apart
          any sum for the aforesaid purposes, the Existing Holdings Notes, the New
          Holdings Notes, the Existing Subordinated Notes or any other subordinated
          Indebtedness, or (ii) except as expressly permitted by Section 6.06(vi) with
          respect to the New Holdings Notes, pay in cash any amount in respect of any
          Indebtedness or preferred Equity Interests that may at the obligors option
          be paid in kind or in other securities.

(c)       
          Notwithstanding the foregoing, Holdings and the Borrower shall be permitted to:

| | (i)       
               expend up to $10,000,000 to optionally prepay, repurchase or redeem any Existing
               Subordinated Notes, Existing Holdings Notes and/or New Holdings Notes so long
               as, after giving effect thereto, (x) no Default or Event of Default shall have
               occurred and be continuing or result therefrom, (y) the Leverage Ratio would be
               less than 3.5 to 1.0 and (z) the Senior Leverage Ratio would be less than 1.5 to
               1.0; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               use the Net Cash Proceeds of a Qualified Initial Public Equity Offering to
               redeem or repurchase New Holdings Notes, Existing Holdings Notes and/or Existing
               Subordinated Notes in accordance with the equity clawback or
               equity repurchase provisions thereof so long as (x) the Net Cash
               Proceeds of such Qualified Initial Public Equity Offering are applied to prepay
               outstanding Term Loans to the extent required by Section 2.13 and (y) after
               giving effect thereto, no Default or Event of Default shall have occurred and be
               continuing or result therefrom;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)       
               in the case of the Borrower, so long as no Default or Event of Default shall
               have occurred and be continuing, spend up to $50,000,000 to repurchase Existing
               Subordinated Notes on or prior to the Repurchase Cutoff Date; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)       
               in the case of Holdings, use (A) the net cash proceeds of the Term Loans on the
               Restatement Date, (B) the net cash proceeds of the New Holdings Notes on or
               after the Restatement Date or (C) Restricted Payments that are made under
               Section 6.06(a)(ii)(x) or (y), to redeem Existing Holdings Notes or New
               Holdings Notes; provided, however, that not more than $18,600,000
               of the net cash proceeds of the Term Loans may be so used; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v)       
               in the case of the Borrower, to the extent the Borrower would be permitted to
               make Restricted Payments at the time pursuant to Section 6.06(a)(ii)(x) or (y),
               prepay, repurchase or redeem Existing Subordinated Notes (with the amount so
               expended being deemed to be a Restricted Payment for purposes of Section
               6.06(a)(ii)(x) and (y)).
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION
6.10. Capital Expenditures. Permit the aggregate amount of Capital Expenditures
made by the Borrower and the Subsidiaries in any period set forth below to exceed the
amount set forth below for such period:

|Period                              |  | Amount     
|----------------------------------- |  | -----------
|July 3, 2003 through June 30, 2004  |  | $70,000,000
|July 1, 2004 through June 29, 2005  |  | $82,000,000
|June 30, 2005 through June 28, 2006 |  | $83,500,000
|Each fiscal year thereafter         |  | $85,000,000

The amount of permitted Capital
Expenditures set forth above in respect of any fiscal period commencing with the fiscal
period ending on or around June 29, 2005, shall be increased (but not decreased) by
the sum of (a) an amount equal to the aggregate amount of all Restricted Payments
that may be made during such year under Section 6.06(a)(ii)(y) that have not been so
made and (b) 50% of the amount of unused permitted Capital Expenditures for the
immediately preceding fiscal period (without giving effect to clause (a) and (b) of this
sentence).

SECTION
6.11. Interest Coverage Ratio. Permit the Interest Coverage Ratio for any period of
four consecutive fiscal quarters, in each case taken as one accounting period, ending with
the last day of any fiscal quarter ending in or around any period set forth below to be
less than the ratio set forth opposite such period below:

|Period                                     | Ratio       
|------------------------------------------ | ------------
|Restatement Date through December 15, 2004 | 2.25 to 1.00
|December 16, 2004 through April 5, 2006    | 2.35 to 1.00
|April 6, 2006 through April 4, 2007        | 2.65 to 1.00
|April 5, 2007 through April 2, 2008        | 3.00 to 1.00
|Thereafter                                 | 3.25 to 1.00

SECTION
6.12. Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio for any
period of four consecutive fiscal quarters, in each case taken as one accounting period,
ending with the last day of any fiscal quarter ending in or around any period set forth
below to be less than the ratio set forth opposite such period below:

|Period                                     | Ratio       
|------------------------------------------ | ------------
|Restatement Date through December 15, 2004 | 1.10 to 1.00
|Thereafter                                 | 1.15 to 1.00

SECTION 6.13.     Maximum  Leverage  Ratio.  Permit  the  Leverage  Ratio as at the last day of any fiscal
quarter  ending in or around any period set forth  below to be greater  than the ratio set forth  opposite
such period below:

|Period                                  | Ratio       
|--------------------------------------- | ------------
|Restatement Date through June 30, 2004  | 4.75 to 1.00
|July 1, 2004 through December 15, 2004  | 4.50 to 1.00
|December 16, 2004 through April 6, 2005 | 4.25 to 1.00
|April 7, 2005 through April 5, 2006     | 4.00 to 1.00
|April 6, 2006 through April 4, 2007     | 3.50 to 1.00
|April 5, 2007 through April 2, 2008     | 3.00 to 1.00
|Thereafter                              | 2.50 to 1.00

SECTION 6.14.     Fiscal Year.  With respect to the Borrower,  change its fiscal  year-end to a date other
than the Wednesday closest to June 30 of each year.

ARTICLE VII

Events of Default

In
case of the happening of any of the following events (Events of
Default):

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

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

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

(d)       
          default shall be made in the due observance or performance by Holdings, the
          Borrower or any Subsidiary of any covenant, condition or agreement contained in
          Section 5.01(a) (with respect to Holdings and the Borrower only) or 5.08 or
          in Article VI;

(e)       
          default shall be made in the due observance or performance by Holdings, the
          Borrower or any Subsidiary of any covenant, condition or agreement contained in
          any Loan Document (other than those specified in (b), (c) or (d) above) and such
          default shall continue unremedied for a period of 30 days after notice thereof
          from the Administrative Agent or any Lender to the Borrower;

(f)       
          (i) Holdings, the Borrower or any Subsidiary shall (i) fail to pay any
          principal or interest, regardless of amount, due in respect of any Material
          Indebtedness, when and as the same shall become due and payable, or
          (ii) any other event or condition occurs that results in any Material
          Indebtedness becoming due prior to its scheduled maturity or that enables or
          permits (with or without the giving of notice, the lapse of time or both) the
          holder or holders of any Material Indebtedness or any trustee or agent on its or
          their behalf to cause any Material Indebtedness to become due, or to require the
          prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled
          maturity; provided that this clause (ii) shall not apply to secured
          Indebtedness that becomes due as a result of the voluntary sale or transfer of
          the property or assets securing such Indebtedness;

(g)       
          an involuntary proceeding shall be commenced or an involuntary petition shall be
          filed in a court of competent jurisdiction seeking (i) relief in respect of
          Holdings, the Borrower or any Subsidiary, or of a substantial part of the
          property or assets of Holdings, the Borrower or a Subsidiary, under
          Title 11 of the United States Code, as now constituted or hereafter
          amended, or any other Federal, state or foreign bankruptcy, insolvency,
          receivership or similar law, (ii) the appointment of a receiver, trustee,
          custodian, sequestrator, conservator or similar official for Holdings, the
          Borrower or any Subsidiary or for a substantial part of the property or assets
          of Holdings, the Borrower or a Subsidiary or (iii) the winding-up or
          liquidation of Holdings, the Borrower or any Subsidiary; and such proceeding or
          petition shall continue undismissed for 60 days or an order or decree
          approving or ordering any of the foregoing shall be entered;

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

(i)       
          one or more judgments for the payment of money in an aggregate amount in excess
          of $5,000,000 shall be rendered against Holdings, the Borrower, any Subsidiary
          or any combination thereof and the same shall remain undischarged for a period
          of 30 consecutive days during which execution shall not be effectively
          stayed, or any action shall be legally taken by a judgment creditor to levy upon
          assets or properties of Holdings, the Borrower or any Subsidiary to enforce any
          such judgment;

(j)       
          an ERISA Event shall have occurred that, in the opinion of the Required Lenders,
          when taken together with all other such ERISA Events, could reasonably be
          expected to result in liability of the Borrower and its ERISA Affiliates in an
          aggregate amount exceeding $5,000,000;

(k)       
          any Guarantee under the Guarantee and Collateral Agreement for any reason shall
          cease to be in full force and effect (other than in accordance with its terms),
          or any Guarantor shall deny in writing that it has any further liability under
          the Guarantee and Collateral Agreement (other than as a result of the discharge
          of such Guarantor in accordance with the terms of the Loan Documents);

(l)       
          any security interest purported to be created by any Security Document shall
          cease to be, or shall be asserted by the Borrower or any other Loan Party not to
          be, a valid, perfected, first priority (except as otherwise expressly provided
          in this Agreement or such Security Document) security interest in the
          securities, assets or properties covered thereby, except to the extent that any
          such loss of perfection or priority results from the failure of the Collateral
          Agent to maintain possession of certificates representing securities pledged
          under the Pledge Agreement and except to the extent that such loss is covered by
          a lenders title insurance policy and the related insurer promptly after
          such loss shall have acknowledged in writing that such loss is covered by such
          title insurance policy;

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

(n)       
          default shall be made in the due observance or performance by the Borrower or
          the Subsidiaries of greater than 10% of the aggregate number of restaurant
          operating leases of the Borrower and the Subsidiaries, such that the landlords
          under such leases would be entitled to terminated such leases; or

(o)       
          the Indebtedness under the Existing Subordinated Notes or the Existing Holdings
          Notes or any Guarantees thereof shall cease, for any reason, to be validly
          subordinated to the Obligations, as provided in the Existing Subordinated Note
          Documents or the Existing Holdings Notes, or any Loan Party or any Affiliate of
          any Loan Party shall so assert;

then, and in every such event (other
than an event with respect to Holdings or the Borrower described in paragraph (g) or
(h) above), and at any time thereafter during the continuance of such event, the
Administrative Agent may, and at the request of the Required Lenders shall, by notice to
the Borrower, take either or both of the following actions, at the same or different
times:  (i) terminate forthwith the Commitments and (ii) declare the
Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the
principal of the Loans so declared to be due and payable, together with accrued interest
thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued
hereunder and under any other Loan Document, shall become forthwith due and payable,
without presentment, demand, protest or any other notice of any kind, all of which are
hereby expressly waived by the Borrower, anything contained herein or in any other Loan
Document to the contrary notwithstanding; and in any event with respect to Holdings or the
Borrower described in paragraph (g) or (h) above, the Commitments shall automatically
terminate and the principal of the Loans then outstanding, together with accrued interest
thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued
hereunder and under any other Loan Document, shall automatically become due and payable,
without presentment, demand, protest or any other notice of any kind, all of which are
hereby expressly waived by the Borrower, anything contained herein or in any other Loan
Document to the contrary notwithstanding.

ARTICLE VIII

The Administrative
Agent and the Collateral Agent

Each
of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent
and the Collateral Agent (for purposes of this Article VIII, the Administrative Agent and
the Collateral Agent are referred to collectively as the Agents) its
agent and authorizes the Agents to take such actions on its behalf and to exercise such
powers as are delegated to such Agent by the terms of the Loan Documents, together with
such actions and powers as are reasonably incidental thereto. Without limiting the
generality of the foregoing, the Agents are hereby expressly authorized to execute any and
all documents (including releases) with respect to the Collateral and the rights of the
Secured Parties with respect thereto, as contemplated by and in accordance with the
provisions of this Agreement and the Security Documents.

The
bank serving as the Administrative Agent and/or the Collateral Agent hereunder shall have
the same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not an Agent, and such bank and its Affiliates may
accept deposits from, lend money to and generally engage in any kind of business with
Holdings, the Borrower or any Subsidiary or other Affiliate thereof as if it were not an
Agent hereunder.

Neither
Agent shall have any duties or obligations except those expressly set forth in the Loan
Documents. Without limiting the generality of the foregoing, (a) neither Agent shall
be subject to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) neither Agent shall have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary rights and
powers expressly contemplated hereby that such Agent is required to exercise in writing by
the Required Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 9.08), and (c) except as
expressly set forth in the Loan Documents, neither Agent shall have any duty to disclose,
nor shall it be liable for the failure to disclose, any information relating to Holdings,
the Borrower or any of the Subsidiaries that is communicated to or obtained by the bank
serving as Administrative Agent and/or Collateral Agent or any of its Affiliates in any
capacity. Neither Agent shall be liable for any action taken or not taken by it with the
consent or at the request of the Required Lenders (or such other number or percentage of
the Lenders as shall be necessary under the circumstances as provided in Section 9.08) or
in the absence of its own gross negligence or wilful misconduct. Neither Agent shall be
deemed to have knowledge of any Default unless and until written notice thereof is given
to such Agent by Holdings, the Borrower or a Lender, and neither Agent shall be
responsible for or have any duty to ascertain or inquire into (i) any statement, warranty
or representation made in or in connection with any Loan Document, (ii) the contents of
any certificate, report or other document delivered thereunder or in connection therewith,
(iii) the performance or observance of any of the covenants, agreements or other terms or
conditions set forth in any Loan Document, (iv) the validity, enforceability,
effectiveness or genuineness of any Loan Document or any other agreement, instrument or
document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in
any Loan Document, other than to confirm receipt of items expressly required to be
delivered to such Agent.

Each
Agent shall be entitled to rely upon, and shall not incur any liability for relying upon,
any notice, request, certificate, consent, statement, instrument, document or other
writing believed by it to be genuine and to have been signed or sent by the proper person.
Each Agent may also rely upon any statement made to it orally or by telephone and believed
by it to have been made by the proper person, and shall not incur any liability for
relying thereon. Each Agent may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by it, and shall not be
liable for any action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

Each
Agent may perform any and all its duties and exercise its rights and powers by or through
any one or more sub-agents appointed by it. Each Agent and any such sub-agent may perform
any and all its duties and exercise its rights and powers by or through their respective
Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any
such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall
apply to their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Agent.

Subject
to the appointment and acceptance of a successor Agent as provided below, either Agent may
resign at any time by notifying the Lenders, the Issuing Bank and the Borrower. Upon any
such resignation, the Required Lenders shall have the right, in consultation and (except
during the continuance of an Event of Default) with the prior approval of the Borrower, to
appoint a successor. If no successor shall have been so appointed by the Required Lenders
and shall have accepted such appointment within 30 days after the retiring Agent
gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and
the Issuing Bank, appoint a successor Agent which shall be a bank with an office in New
York, New York, or an Affiliate of any such bank and (except during the continuance of an
Event of Default) shall be acceptable to the Borrower. Upon the acceptance of its
appointment as Agent hereunder by a successor, such successor shall succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations hereunder. The fees
payable by the Borrower to a successor Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrower and such successor. After an
Agents resignation hereunder, the provisions of this Article and Section 9.05
shall continue in effect for the benefit of such retiring Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be taken by any
of them while acting as Agent.

Each
Lender acknowledges that it has, independently and without reliance upon the Agents or any
other Lender and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the Agents or any other
Lender and based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action under or
based upon this Agreement or any other Loan Document, any related agreement or any
document furnished hereunder or thereunder.

ARTICLE IX

Miscellaneous

SECTION
9.01. Notices. Notices and other communications provided for herein shall be in
writing and shall be delivered by hand or overnight courier service, mailed by certified
or registered mail or sent by fax, as follows:

(a)       
          if to the Borrower or Holdings, to it at 1460 Buffet Way, Eagan, MN 55121,
          Attention of H. Thomas Mitchell  (Fax No. (651) 365-2356), with a
          copy to Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of
          the Americas, New York, NY 10019, Attention of Eric S. Goodison and
          CaxtonIseman Capital, Inc., 677 Madison Avenue, New York, NY 10019,
          Attention of Fred Iseman;

(b)       
          if to the Administrative Agent, to Credit Suisse First Boston, Eleven Madison
          Avenue, New York, NY 10010, Attention of Agency Group (Fax No.
          (212) 325-8304; and

(c)       
          if to a Lender, to it at its address (or fax number) set forth on Schedule 2.01
          or in the Assignment and Acceptance pursuant to which such Lender shall have
          become a party hereto.

All notices and other communications
given to any party hereto in accordance with the provisions of this Agreement shall be
deemed to have been given on the date of receipt if delivered by hand or overnight courier
service or sent by fax or on the date five Business Days after dispatch by certified or
registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to
such party as provided in this Section 9.01 or in accordance with the latest
unrevoked direction from such party given in accordance with this Section 9.01. Any
party hereto may change its address for notices by giving notice of such change to each
party hereto in accordance with this Section 9.01.

SECTION
9.02. Survival of Agreement. All covenants, agreements, representations and
warranties made by the Borrower or Holdings herein and in the certificates or other
instruments prepared or delivered in connection with or pursuant to this Agreement or any
other Loan Document shall be considered to have been relied upon by the Lenders and the
Issuing Bank and shall survive the making by the Lenders of the Loans and the issuance of
Letters of Credit by the Issuing Bank, regardless of any investigation made by the Lenders
or the Issuing Bank or on their behalf, and shall continue in full force and effect as
long as the principal of or any accrued interest on any Loan or any Fee or any other
amount payable under this Agreement or any other Loan Document is outstanding and unpaid
or any Letter of Credit is outstanding and so long as the Commitments have not been
terminated. The provisions of Sections 2.14, 2.16, 2.20 and 9.05 shall remain operative
and in full force and effect regardless of the expiration of the term of this Agreement,
the consummation of the transactions contemplated hereby, the repayment of any of the
Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the
invalidity or unenforceability of any term or provision of this Agreement or any other
Loan Document, or any investigation made by or on behalf of the Administrative Agent, the
Collateral Agent, any Lender or the Issuing Bank.

SECTION 9.03.     Binding  Effect.  This  Agreement  shall become  effective as provided in the  Amendment
Agreement.

SECTION
9.04. Successors and Assigns. (a) Whenever in this Agreement any of the parties
hereto is referred to, such reference shall be deemed to include the permitted successors
and assigns of such party; and all covenants, promises and agreements by or on behalf of
the Borrower, Holdings, the Administrative Agent, the Collateral Agent, the Issuing Bank
or the Lenders that are contained in this Agreement shall bind and inure to the benefit of
their respective successors and assigns.

(b)       
          Each Lender may assign to one or more assignees all or a portion of its
          interests, rights and obligations under this Agreement (including all or a
          portion of its Commitments and the Loans at the time owing to it);
          provided, however, that (i) except in the case of an
          assignment to a Lender or an Affiliate or Related Fund of a Lender, (x) the
          Borrower and the Administrative Agent (and, in the case of any assignment of a
          Revolving Credit Commitment, the Issuing Bank and the Swingline Lender) must
          give their prior written consent to such assignment (which consent shall not be
          unreasonably withheld or delayed); provided, however, that the
          consent of the Borrower shall not be required to any such assignment
          (1) during the continuance of any Event of Default or (2) if such
          assignment is made in connection with the primary syndication of the Term Loans
          to persons previously identified to the Borrower in writing (or to Affiliates of
          such persons), and (y) the amount of the Commitment of the assigning Lender
          subject to each such assignment (determined as of the date the Assignment and
          Acceptance with respect to such assignment is delivered to the Administrative
          Agent) shall not be less than $1,000,000 (or, if less, the entire remaining
          amount of such Lenders Commitment), (ii) subject to
          Section 9.04(k), the parties to each such assignment shall
          (A) electronically execute and deliver to the Administrative Agent an
          Assignment and Acceptance via an electronic settlement system acceptable to the
          Administrative Agent (which initially shall be ClearPar, LLC) or
          (B) manually execute and deliver to the Administrative Agent an Assignment
          and Acceptance, together (except in the case of any assignment to an Affiliate
          or a Related Fund or unless such fee is otherwise waived by the Administrative
          Agent in its discretion) with a processing and recordation fee of $3,500 and
          (iii) the assignee, if it shall not be a Lender, shall deliver to the
          Administrative Agent an Administrative Questionnaire. Upon acceptance and
          recording pursuant to paragraph (e) of this Section 9.04, from and
          after the effective date specified in each Assignment and Acceptance, (A) the
          assignee thereunder shall be a party hereto and, to the extent of the interest
          assigned by such Assignment and Acceptance, have the rights and obligations of a
          Lender under this Agreement and (B) the assigning Lender thereunder shall,
          to the extent of the interest assigned by such Assignment and Acceptance, be
          released from its obligations under this Agreement (and, in the case of an
          Assignment and Acceptance covering all or the remaining portion of an assigning
          Lenders rights and obligations under this Agreement, such Lender shall
          cease to be a party hereto but shall continue to be entitled to the benefits of
          Sections 2.14, 2.16, 2.20 and 9.05, as well as to any Fees accrued for its
          account and not yet paid).

(c)       
          By executing and delivering an Assignment and Acceptance, the assigning Lender
          thereunder and the assignee thereunder shall be deemed to confirm to and agree
          with each other and the other parties hereto as
          follows:  (i) such assigning Lender warrants that it is the legal
          and beneficial owner of the interest being assigned thereby free and clear of
          any adverse claim and that its Commitments, and the outstanding balances of its
          Loans, in each case without giving effect to assignments thereof which have not
          become effective, are as set forth in such Assignment and Acceptance,
          (ii) except as set forth in (i) above, such assigning Lender makes no
          representation or warranty and assumes no responsibility with respect to any
          statements, warranties or representations made in or in connection with this
          Agreement, or the execution, legality, validity, enforceability, genuineness,
          sufficiency or value of this Agreement, any other Loan Document or any other
          instrument or document furnished pursuant hereto, or the financial condition of
          the Borrower or any Subsidiary or the performance or observance by the Borrower
          or any Subsidiary of any of its obligations under this Agreement, any other Loan
          Document or any other instrument or document furnished pursuant hereto;
          (iii) such assignee represents and warrants that it is legally authorized
          to enter into such Assignment and Acceptance; (iv) such assignee confirms
          that it has received a copy of this Agreement, together with copies of the most
          recent financial statements referred to in Section 3.05(a) or delivered
          pursuant to Section 5.04 and such other documents and information as it has
          deemed appropriate to make its own credit analysis and decision to enter into
          such Assignment and Acceptance; (v) such assignee will independently and
          without reliance upon the Administrative Agent, the Collateral Agent, such
          assigning Lender or any other Lender and based on such documents and information
          as it shall deem appropriate at the time, continue to make its own credit
          decisions in taking or not taking action under this Agreement; (vi) such
          assignee appoints and authorizes the Administrative Agent and the Collateral
          Agent to take such action as agent on its behalf and to exercise such powers
          under this Agreement as are delegated to the Administrative Agent and the
          Collateral Agent, respectively, by the terms hereof, together with such powers
          as are reasonably incidental thereto; and (vii) such assignee agrees that
          it will perform in accordance with their terms all the obligations which by the
          terms of this Agreement are required to be performed by it as a Lender.

(d)       
          The Administrative Agent, acting for this purpose as an agent of the Borrower,
          shall maintain at one of its offices in The City of New York a copy of each
          Assignment and Acceptance delivered to it and a register for the recordation of
          the names and addresses of the Lenders, and the Commitment of, and principal
          amount of the 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 Borrower, the Administrative Agent, the Issuing Bank, the
          Collateral 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 Borrower, the Issuing Bank, the Collateral Agent
          and any Lender, at any reasonable time and from time to time upon reasonable
          prior notice.

(e)       
          Upon its receipt of a duly completed Assignment and Acceptance executed by an
          assigning Lender and an assignee, an Administrative Questionnaire completed in
          respect of the assignee (unless the assignee shall already be a Lender
          hereunder), the processing and recordation fee referred to in paragraph (b)
          above and, if required, the written consent of the Borrower, the Swingline
          Lender, the Issuing Bank and the Administrative Agent to such assignment, the
          Administrative Agent shall (i) accept such Assignment and Acceptance and
          (ii) record the information contained therein in the Register. No
          assignment shall be effective unless it has been recorded in the Register as
          provided in this paragraph (e).

(f)       
          Each Lender may without the consent of the Borrower, the Swingline Lender, the
          Issuing Bank or the Administrative Agent sell participations to one or more
          banks or other entities in all or a portion of its rights and obligations under
          this Agreement (including all or a portion of its Commitment and the Loans owing
          to it); provided, however, that (i) such Lenders
          obligations under this Agreement shall remain unchanged, (ii) such Lender
          shall remain solely responsible to the other parties hereto for the performance
          of such obligations, (iii) the participating banks or other entities shall
          be entitled to the benefit of the cost protection provisions contained in
          Sections 2.14, 2.16 and 2.20 and shall be bound by the confidentiality
          provisions contained in Section 9.16 to the same extent as if they were Lenders
          and (iv) the Borrower, the Administrative Agent, the Issuing Bank and the
          Lenders shall continue to deal solely and directly with such Lender in
          connection with such Lenders rights and obligations under this Agreement,
          and such Lender shall retain the sole right to enforce the obligations of the
          Borrower relating to the Loans or L/C Disbursements and to approve any
          amendment, modification or waiver of any provision of this Agreement (other than
          amendments, modifications or waivers decreasing any fees payable hereunder or
          the amount of principal of or the rate at which interest is payable on the
          Loans, extending any scheduled principal payment date or date fixed for the
          payment of interest on the Loans, increasing or extending the Commitments or
          releasing any Guarantor or all or any substantial part of the Collateral). All
          amounts payable by the Borrower to any Lender hereunder in respect of any Loan
          and the applicability of the cost protection provisions contained in Section
          2.14, 2.16 and 2.20 shall be determined as if such Lender had not sold or agreed
          to sell any participation in such Loan, and as if such Lender were funding the
          participated portion of such Loan the same way that it is funding the portion of
          such Loan in which no participation has been sold.

(g)       
          Any Lender or participant may, in connection with any assignment or
          participation or proposed assignment or participation pursuant to this
          Section 9.04, disclose to the assignee or participant or proposed assignee
          or participant any information relating to the Borrower furnished to such Lender
          by or on behalf of the Borrower; provided that, prior to any such
          disclosure of information designated by the Borrower as confidential, each such
          assignee or participant or proposed assignee or participant shall execute an
          agreement whereby such assignee or participant shall agree (subject to customary
          exceptions) to preserve the confidentiality of such confidential information on
          terms no less restrictive than those applicable to the Lenders pursuant to
          Section 9.16.

(h)       
          Any Lender may at any time assign all or any portion of its rights under this
          Agreement to secure extensions of credit to such Lender or in support of
          obligations owed by such Lender; providedthat no such assignment shall
          release a Lender from any of its obligations hereunder or substitute any such
          assignee for such Lender as a party hereto. Any Lender that is a fund that
          invests in bank loans may (without the consent of the Borrower or the
          Administrative Agent) pledge all or any portion of its rights in connection with
          this Agreement to the trustee for holders of obligations owed, or securities
          issued, by such fund as security for such obligations or securities,
          provided that any foreclosure or other exercise of remedies by such
          trustee shall be subject to the provisions of this Section 9.04 regarding
          assignments in all respects. No pledge described in the immediately preceding
          sentence shall release such Lender from its obligations hereunder.

(i)       
          Notwithstanding anything to the contrary contained herein, any Lender (a
          Granting Lender) may grant to a special purpose funding
          vehicle (an SPC), identified as such in writing from time to
          time by the Granting Lender to the Administrative Agent and the Borrower, the
          option to provide to the Borrower all or any part of any Loan that such Granting
          Lender would otherwise be obligated to make to the Borrower pursuant to this
          Agreement; provided that (i) nothing herein shall constitute a
          commitment by any SPC to make any Loan and (ii) if an SPC elects not to
          exercise such option or otherwise fails to provide all or any part of such Loan,
          the Granting Lender shall be obligated to make such Loan pursuant to the terms
          hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of
          the Granting Lender to the same extent, and as if, such Loan were made by such
          Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for
          any indemnity or similar payment obligation under this Agreement (all liability
          for which shall remain with the Granting Lender). In furtherance of the
          foregoing, each party hereto hereby agrees (which agreement shall survive the
          termination of this Agreement) that, prior to the date that is one year and one
          day after the payment in full of all outstanding commercial paper or other
          senior indebtedness of any SPC, it will not institute against, or join any other
          person in instituting against, such SPC any bankruptcy, reorganization,
          arrangement, insolvency or liquidation proceedings under the laws of the United
          States or any State thereof. In addition, notwithstanding anything to the
          contrary contained in this Section 9.04, any SPC may (i) with notice to,
          but without the prior written consent of, the Borrower and the Administrative
          Agent and without paying any processing fee therefor, assign all or a portion of
          its interests in any Loans to the Granting Lender or to any financial
          institutions (consented to by the Borrower and Administrative Agent) providing
          liquidity and/or credit support to or for the account of such SPC to support the
          funding or maintenance of Loans and (ii) disclose on a confidential basis
          any non-public information relating to its Loans to any rating agency,
          commercial paper dealer or provider of any surety, guarantee or credit or
          liquidity enhancement to such SPC.

(j)       
          Neither Holdings nor the Borrower shall assign or delegate any of its rights or
          duties hereunder without the prior written consent of the Administrative Agent,
          the Issuing Bank and each Lender, and any attempted assignment without such
          consent shall be null and void.

SECTION
9.05. Expenses; Indemnity. (a) The Borrower and Holdings agree, jointly and
severally, to pay all reasonable out-of-pocket expenses incurred by the Administrative
Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender in connection with
the syndication of the credit facilities provided for herein and the preparation and
administration of this Agreement and the other Loan Documents or in connection with any
amendments, modifications or waivers of the provisions hereof or thereof (whether or not
the transactions hereby or thereby contemplated shall be consummated) or incurred by the
Administrative Agent, the Collateral Agent or any Lender in connection with the
enforcement or protection of its rights in connection with this Agreement and the other
Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder,
including the reasonable fees, charges and disbursements of Cravath, Swaine &
Moore LLP, counsel for the Administrative Agent and the Collateral Agent, and, in
connection with any such enforcement or protection, the fees, charges and disbursements of
any other counsel for the Administrative Agent, the Collateral Agent or any Lender.

(b)       
          The Borrower and Holdings agree, jointly and severally, to indemnify the
          Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank and
          each Related Lender Party of any of the foregoing persons (each such person
          being called an Indemnitee) against, and to hold each
          Indemnitee harmless from, any and all losses, claims, damages, liabilities and
          related expenses, including reasonable counsel fees, charges and disbursements,
          incurred by or asserted against any Indemnitee arising out of, in any way
          connected with, or as a result of (i) the execution or delivery of this
          Agreement or any other Loan Document or any agreement or instrument contemplated
          thereby, the performance by the parties thereto of their respective obligations
          thereunder or the consummation of the Transactions and the other transactions
          contemplated thereby, (ii) the use of the proceeds of the Loans or issuance
          of Letters of Credit, (iii) any claim, litigation, investigation or
          proceeding relating to any of the foregoing, whether or not any Indemnitee is a
          party thereto, or (iv) any actual or alleged presence or Release of Hazardous
          Materials on any property currently or formerly owned or operated by the
          Borrower or any of the Subsidiaries, or any Environmental Liability related in
          any way to the Borrower or the Subsidiaries; provided that such indemnity
          shall not, as to any Indemnitee, be available to the extent that such losses,
          claims, damages, liabilities or related expenses are determined by a court of
          competent jurisdiction by final and nonappealable judgment to have resulted from
          the gross negligence or wilful misconduct of such Indemnitee.

(c)       
          To the extent that Holdings and the Borrower fail to pay any amount required to
          be paid by them to the Administrative Agent, the Collateral Agent, the Issuing
          Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each
          Lender severally agrees to pay to the Administrative Agent, the Collateral
          Agent, the Issuing Bank or the Swingline Lender, as the case may be, such
          Lenders pro rata share (determined as of the time that the applicable
          unreimbursed expense or indemnity payment is sought) of such unpaid amount;provided that the unreimbursed expense or indemnified loss, claim, damage,
          liability or related expense, as the case may be, was incurred by or asserted
          against the Administrative Agent, the Collateral Agent, the Issuing Bank or the
          Swingline Lender in its capacity as such. For purposes hereof, a Lenders
          pro rata share shall be determined based upon its share of the sum
          of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused
          Commitments at the time.

(d)       
          To the extent permitted by applicable law, neither Holdings nor the Borrower
          shall assert, and each hereby waives, any claim against any Indemnitee, on any
          theory of liability, for special, indirect, consequential or punitive damages
          (as opposed to direct or actual damages) arising out of, in connection with, or
          as a result of, this Agreement or any agreement or instrument contemplated
          hereby, the Transactions, any Loan or Letter of Credit or the use of the
          proceeds thereof.

(e)       
          The provisions of this Section 9.05 shall remain operative and in full
          force and effect regardless of the expiration of the term of this Agreement, the
          consummation of the transactions contemplated hereby, the repayment of any of
          the Loans, the expiration of the Commitments, the expiration of any Letter of
          Credit, the invalidity or unenforceability of any term or provision of this
          Agreement or any other Loan Document, or any investigation made by or on behalf
          of the Administrative Agent, the Collateral Agent, any Lender or the Issuing
          Bank. All amounts due under this Section 9.05 shall be payable on written
          demand therefor.

SECTION
9.06. Right of Setoff. If an Event of Default shall have occurred and be
continuing, each Lender is hereby authorized at any time and from time to time, except to
the extent prohibited by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other indebtedness at
any time owing by such Lender to or for the credit or the account of the Borrower or
Holdings against any of and all the obligations of the Borrower or Holdings now or
hereafter existing under this Agreement and other Loan Documents held by such Lender,
irrespective of whether or not such Lender shall have made any demand under this Agreement
or such other Loan Document and although such obligations may be unmatured. The rights of
each Lender under this Section 9.06 are in addition to other rights and remedies
(including other rights of setoff) which such Lender may have.

SECTION
9.07. Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN
LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH LETTER OF
CREDIT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES
DESIGNATED IN SUCH LETTER OF CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE
UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS MOST RECENTLY PUBLISHED AND IN
EFFECT, ON THE DATE SUCH LETTER OF CREDIT WAS ISSUED, BY THE INTERNATIONAL CHAMBER OF
COMMERCE (THE UNIFORM CUSTOMS) AND, AS TO MATTERS NOT GOVERNED BY THE UNIFORM
CUSTOMS, THE LAWS OF THE STATE OF NEW YORK.

SECTION
9.08. Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the
Collateral Agent, any Lender or the Issuing Bank in exercising any power or right
hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or further
exercise thereof or the exercise of any other right or power. The rights and remedies of
the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders hereunder
and under the other Loan Documents are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provision of this Agreement or
any other Loan Document or consent to any departure by the Borrower or any other Loan
Party therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) below, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. No notice or demand on the Borrower
or Holdings in any case shall entitle the Borrower or Holdings to any other or further
notice or demand in similar or other circumstances.

(b)       
          Neither this Agreement nor any provision hereof may be waived, amended or
          modified except pursuant to an agreement or agreements in writing entered into
          by the Borrower, Holdings and the Required Lenders (except as provided in
          Section 2.24); provided, however, that no such agreement
          shall (i) decrease the principal amount of, or extend the maturity of
          or any scheduled principal payment date or date for the payment of any interest
          on any Loan or any date for reimbursement of an L/C Disbursement, or waive or
          excuse any such payment or any part thereof, or decrease the rate of interest on
          any Loan or L/C Disbursement, without the prior written consent of each Lender
          adversely affected thereby, (ii)  increase or extend the Commitment or
          decrease or extend the date for payment of any Fees of any Lender without the
          prior written consent of such Lender, (iii) amend or modify the pro
          rata requirements of Section 2.17, the provisions of Section 9.04(j), the
          provisions of this Section, the definition of the term Required
          Lenders or release any Guarantor or all or any substantial part of the
          Collateral (except as provided in Section 9.17), without the prior written
          consent of each Lender, (iv) change the provisions of any Loan
          Document in a manner that by its terms adversely affects the rights in respect
          of payments due to Lenders holding Loans of one Class differently from the
          rights of Lenders holding Loans of any other Class without the prior written
          consent of Lenders holding a majority in interest of the outstanding Loans and
          unused Commitments of each adversely affected Class, or (v) modify the
          protections afforded to an SPC pursuant to the provisions of Section 9.04(i)
          without the written consent of such SPC; provided further that no such
          agreement shall amend, modify or otherwise affect the rights or duties of the
          Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline
          Lender hereunder or under any other Loan Document without the prior written
          consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or
          the Swingline Lender, respectively. Notwithstanding the foregoing and except as
          provided in Section 9.17, if the Borrower shall request the release of any
          Collateral to be sold as part of any Asset Sale permitted under Section 6.05 and
          shall deliver to the Collateral Agent a certificate to the effect that such
          Asset Sale and the disposition of the proceeds thereof will comply with the
          terms of this Agreement, the Collateral Agent, if satisfied that the applicable
          certificate is correct, shall and is hereby authorized to, without the consent
          of any Lender, execute and deliver all such instruments as may be required to
          effect the release of such Collateral.

SECTION
9.09. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if
at any time the interest rate applicable to any Loan or participation in any L/C
Disbursement, together with all fees, charges and other amounts which are treated as
interest on such Loan or participation in such L/C Disbursement under applicable law
(collectively the Charges), shall exceed the maximum lawful rate (the
Maximum Rate) which may be contracted for, charged, taken, received or
reserved by the Lender holding such Loan or participation in accordance with applicable
law, the rate of interest payable in respect of such Loan or participation hereunder,
together with all Charges payable in respect thereof, shall be limited to the Maximum Rate
and, to the extent lawful, the interest and Charges that would have been payable in
respect of such Loan or participation but were not payable as a result of the operation of
this Section 9.09 shall be cumulated and the interest and Charges payable to such
Lender in respect of other Loans or participations or periods shall be increased (but not
above the Maximum Rate therefor) until such cumulated amount, together with interest
thereon at the Federal Funds Effective Rate to the date of repayment, shall have been
received by such Lender.

SECTION
9.10. Entire Agreement. This Agreement, the Fee Letter and the other Loan Documents
constitute the entire contract between the parties relative to the subject matter hereof.
Any other previous agreement among the parties with respect to the subject matter hereof
is superseded by this Agreement and the other Loan Documents. Nothing in this Agreement or
in the other Loan Documents, expressed or implied, is intended to confer upon any person
(other than the parties hereto and thereto, their respective successors and assigns
permitted hereunder (including any Affiliate of the Issuing Bank that issues any Letter of
Credit) and, to the extent expressly contemplated hereby, the Related Parties of each of
the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders) any
rights, remedies, obligations or liabilities under or by reason of this Agreement or the
other Loan Documents.

SECTION
9.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

SECTION
9.12. Severability. In the event any one or more of the provisions contained in
this Agreement or in any other Loan Document should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the remaining
provisions contained herein and therein shall not in any way be affected or impaired
thereby (it being understood that the invalidity of a particular provision in a particular
jurisdiction shall not in and of itself affect the validity of such provision in any other
jurisdiction). The parties shall endeavor in good-faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

SECTION 9.13.      Counterparts.  [Intentionally Omitted]

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

SECTION
9.15. Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the
Borrower hereby irrevocably and unconditionally submits, for itself and its property, to
the nonexclusive jurisdiction of any New York State court or Federal court of the
United States of America sitting in New York City, and any appellate court from any
thereof, in any action or proceeding arising out of or relating to this Agreement or the
other Loan Documents, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of
any such action or proceeding may be heard and determined in such New York State or,
to the extent permitted by law, in such Federal court. Each of the parties hereto agrees
that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by
law. Nothing in this Agreement shall affect any right that the Administrative Agent, the
Collateral Agent, the Issuing Bank or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement or the other Loan Documents against the Borrower,
Holdings or their respective properties in the courts of any jurisdiction.

(b)       
          Each of Holdings and the Borrower hereby irrevocably and unconditionally waives,
          to the fullest extent it may legally and effectively do so, any objection which
          it may now or hereafter have to the laying of venue of any suit, action or
          proceeding arising out of or relating to this Agreement or the other Loan
          Documents in any New York State or Federal court. Each of the parties
          hereto hereby irrevocably waives, to the fullest extent permitted by law, the
          defense of an inconvenient forum to the maintenance of such action or proceeding
          in any such court.

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

SECTION
9.16. Confidentiality. Each of the Administrative Agent, the Collateral Agent, the
Issuing Bank 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 officers, directors, 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 or quasi-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) in connection with the exercise of any remedies
hereunder or under the other Loan Documents or any suit, action or proceeding relating to
the enforcement of its rights hereunder or thereunder, (e) subject to an agreement
containing provisions substantially the same as those of this Section 9.16, to
(i) any actual or prospective assignee of or participant in any of its rights or
obligations under this Agreement and the other Loan Documents or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction relating
to the Borrower or any Subsidiary or any of their respective obligations, (f) with
the consent of the Borrower or (g) to the extent such Information becomes publicly
available other than as a result of a breach of this Section 9.16. For the purposes
of this Section, Information shall mean all information received from
the Borrower or Holdings and related to the Borrower or Holdings or their business, other
than any such information that was available to the Administrative Agent, the Collateral
Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to its disclosure
by the Borrower or Holdings; provided that, in the case of Information received from the
Borrower or Holdings after the date hereof, such information is clearly identified at the
time of delivery as confidential or such information is of such a nature that a prudent
person would expect such information to be confidential. Any person required to maintain
the confidentiality of Information as provided in this Section 9.16 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 its own confidential information.

SECTION
9.17. Release of Collateral. (a) Notwithstanding any other provision of this
Agreement or the Guarantee and Collateral Agreement, all Collateral owned by Tahoe
Joes held under the Guarantee and Collateral Agreement shall be released from the
Liens created thereunder, without representation, warranty or recourse of any nature, on a
Business Day specified by the Borrower (the Release Date), and the
provisions of Section 5.06, 5.09 and 5.10 of this Agreement insofar as they relate to such
Collateral shall cease to be of any force and effect, upon satisfaction of the following
conditions precedent: (i) the Borrower shall have given written notice to the
Administrative Agent at least five Business Days (or such shorter period as shall be
acceptable to the Administrative Agent) prior to the Release Date, specifying the proposed
Release Date; (ii) as of the Release Date, a Qualified Tahoe Joes Equity
Offering or a Tahoe Joes Dividend, as the case may be, shall have been consummated;
(iii) no Default or Event of Default shall have occurred and be continuing as of the
Release Date; and (iv) on the Release Date, the Collateral Agent shall have received a
certificate, dated the Release Date and executed on behalf of the Borrower by a Financial
Officer of the Borrower, confirming the satisfaction of the conditions precedent set forth
in clauses (ii) and (iii) above.

(b)       
          Upon the release of Collateral owned by Tahoe Joes pursuant to paragraph
          (a) above, Tahoe Joes shall automatically (x) be released from its
          Guarantee under the Guarantee and Collateral Agreement and cease to be a
          Subsidiary Guarantor and (y) be deemed not to be a Subsidiary of the Borrower or
          a Loan Party for purposes of the Loan Documents.

(c)       
          Subject to the satisfaction of the conditions set forth in paragraph (a) above,
          on or after the Release Date, the Lenders hereby expressly authorize the
          Collateral Agent to, and the Collateral Agent hereby agrees to, execute and
          deliver to the Borrower all such financing statements, agreements, instruments
          and documents as the Borrower may reasonably request to effectuate, evidence or
          confirm the release of Collateral provided for in this Section 9.17. Any
          execution and delivery of documents pursuant to this Section 9.17 shall be
          without recourse to or warranty by the Collateral Agent.

(d)       
          Without limiting the provisions of Section 9.05, the Borrower shall reimburse
          the Administrative Agent, the Collateral Agent and the Lenders upon demand for
          all costs and expenses, including the fees, charges and disbursements of
          counsel, incurred by any of them in connection with any action contemplated by
          this Section 9.17.

SECTION
9.18. Effect of Restatement. This Agreement shall supersede the Existing Credit
Agreement from and after the Restatement Date with respect to the transactions hereunder
and with respect to the Loans outstanding under the Existing Credit Agreement as of the
Restatement Date. The parties hereto acknowledge and agree, however, that, except as
expressly provided for herein with respect to the borrowing of Term Loans and the
repayment of the Existing Term Loans, (a) this Agreement and all other Loan Documents
executed and delivered herewith do not constitute a novation, payment and reborrowing or
termination of the Obligations under the Existing Credit Agreement and the other Loan
Documents as in effect prior to the Restatement Date, (b) such Obligations are in all
respects continuing with only the terms being modified as provided in this Agreement and
the other Loan Documents, (c) the liens and security interests in favor of the Collateral
Agent for the benefit of the Secured Parties securing payment of such Obligations are in
all respects continuing and in full force and effect with respect to all Obligations and
(d) all references in the other Loan Documents to the Credit Agreement shall be deemed to
refer without further amendment to this Agreement.

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

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