Unassociated Document


    
      	
              CREDIT
      AGREEMENT

              dated
      as of

              July
      11, 2008

              among

              YUM!
      BRANDS, INC.,

              The
      Lenders Party Hereto

              and

              JPMORGAN
      CHASE BANK, N.A.,

              as
      Administrative Agent

              ________________________________________________

              BANK
      OF AMERICA, N.A.

              as
      Syndication Agent

               

              HSBC
      BANK USA, N.A. and THE ROYAL BANK OF SCOTLAND PLC,

              as
      Documentation Agents

               

              BANCO BILBAO VIZCAYA ARGENTARIA,
      S.A., COOPERATIEVE 

              CENTRALE
      RAIFFEISEN-BOERENLEENBANK B.A., FIFTH THIRD BANK, and
      

              U.S. BANK, NATIONAL
      ASSOCIATION,

                              
      as Co-Documentation Agents

               

              J.P.
      MORGAN SECURITIES INC.,

              as
      Lead Arranger and Sole Bookrunner

               

            


    

    [CS&M
Ref. No. 6701-781]


    
      
        
          


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    TABLE OF
CONTENTS

     

    
      	 
      	 
      	
              Page

            
	 
      	 
      	 
      
	
              ARTICLE
      I

            
	 
      	 
      	 
      
	
              Definitions

            
	 
      	 
      	 
      
	
              SECTION
      1.01.

            	
              Defined
      Terms

            	
              1

            
	
              SECTION
      1.02.

            	
              Classification
      of Loans and Borrowings

            	
              18

            
	
              SECTION
      1.03.

            	
              Terms
      Generally

            	
              18

            
	
              SECTION
      1.04.

            	
              Accounting
      Terms; GAAP

            	
              18

            
	 
      	 
      	 
      
	
              ARTICLE
      II

            
	 
      	 
      	 
      
	
              The
      Loans

            
	 
      	 
      	 
      
	
              SECTION
      2.01.

            	
              Commitments

            	
              19

            
	
              SECTION
      2.02.

            	
              Loans
      and Borrowings

            	
              19

            
	
              SECTION
      2.03.

            	
              Requests
      for Borrowings

            	
              19

            
	
              SECTION
      2.04.

            	
              [Intentionally
      Omitted.]

            	
              20

            
	
              SECTION
      2.05.

            	
              [Intentionally
      Omitted.]

            	
              20

            
	
              SECTION
      2.06.

            	
              [Intentionally
      Omitted.]

            	
              20

            
	
              SECTION
      2.07.

            	
              Funding
      of Borrowings

            	
              20

            
	
              SECTION
      2.08.

            	
              Interest
      Elections

            	
              21

            
	
              SECTION
      2.09.

            	
              Termination,
      of Commitments

            	
              22

            
	
              SECTION
      2.10.

            	
              Repayment
      of Loans and B/As; Evidence of Debt

            	
              22

            
	
              SECTION
      2.11.

            	
              Prepayment
      of Loans

            	
              23

            
	
              SECTION
      2.12.

            	
              Fees

            	
              23

            
	
              SECTION
      2.13.

            	
              Interest

            	
              24

            
	
              SECTION
      2.14.

            	
              Alternate
      Rate of Interest

            	
              24

            
	
              SECTION
      2.15.

            	
              Increased
      Costs

            	
              25

            
	
              SECTION
      2.16.

            	
              Break
      Funding Payments

            	
              26

            
	
              SECTION
      2.17.

            	
              Taxes

            	
              26

            
	
              SECTION
      2.18.

            	
              Payments
      Generally; Pro Rata Treatment; Sharing of Set-offs

            	
              27

            
	
              SECTION
      2.19.

            	
              Mitigation
      Obligations; Replacement of Lenders

            	
              29

            
	 
      	 
      	 
      
	
              ARTICLE
      III

            
	 
      	 
      	 
      
	
              Representations
      and Warranties

            
	 
      	 
      	 
      
	
              SECTION
      3.01.

            	
              Organization;
      Powers

            	
              30

            
	
              SECTION
      3.02.

            	
              Authorization;
      Enforceability

            	
              30

            
	
              SECTION
      3.03.

            	
              Governmental
      Approvals; No Conflicts

            	
              30

            
	
              SECTION
      3.04.

            	
              Financial
      Condition; No Material Adverse Change

            	
              30

            


    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
         

      

    

     

     

    
      	
              SECTION
      3.05.

            	
              Properties

            	
              31

            
	
              SECTION
      3.06.

            	
              Litigation
      and Environmental Matters

            	
              31

            
	
              SECTION
      3.07.

            	
              Compliance
      with Laws and Agreements

            	
              31

            
	
              SECTION
      3.08.

            	
              Investment
      Company Status

            	
              32

            
	
              SECTION
      3.09.

            	
              Taxes

            	
              32

            
	
              SECTION
      3.10.

            	
              ERISA

            	
              32

            
	
              SECTION
      3.11.

            	
              Disclosure

            	
              32

            
	
              SECTION
      3.12.

            	
              Initial
      Guarantors

            	
              33

            
	 
      	 
      	 
      
	
              ARTICLE
      IV

            
	 
      	 
      	 
      
	
              Conditions

            
	 
      	 
      	 
      
	
              SECTION
      4.01.

            	
              Effective
      Date

            	
              33

            
	 
      	 
      	 
      
	
              ARTICLE
      V

            
	 
      	 
      	 
      
	
              Affirmative
      Covenants

            
	 
      	 
      	 
      
	
              SECTION
      5.01.

            	
              Financial
      Statements and Other Information

            	
              34

            
	
              SECTION
      5.02.

            	
              Notices
      of Material Events

            	
              36

            
	
              SECTION
      5.03.

            	
              Existence;
      Conduct of Business

            	
              37

            
	
              SECTION
      5.04.

            	
              Payment
      of Obligations

            	
              37

            
	
              SECTION
      5.05.

            	
              Maintenance
      of Properties; Insurance

            	
              37

            
	
              SECTION
      5.06.

            	
              Books
      and Records; Inspection Rights

            	
              37

            
	
              SECTION
      5.07.

            	
              Compliance
      with Laws

            	
              37

            
	
              SECTION
      5.08.

            	
              Use
      of Proceeds

            	
              38

            
	
              SECTION
      5.09.

            	
              Principal
      Domestic Subsidiaries

            	
              38

            
	 
      	 
      	 
      
	
              ARTICLE
      VI

            
	 
      	 
      	 
      
	
              Negative
      Covenants

            
	 
      	 
      	 
      
	
              SECTION
      6.01.

            	
              Subsidiary
      Indebtedness

            	
              38

            
	
              SECTION
      6.02.

            	
              Liens

            	
              38

            
	
              SECTION
      6.03.

            	
              Fundamental
      Changes

            	
              39

            
	
              SECTION
      6.04.

            	
              [Intentionally
      omitted.]

            	
              40

            
	
              SECTION
      6.05.

            	
              Hedging
      Agreements

            	
              40

            
	
              SECTION
      6.06.

            	
              [Intentionally
      omitted.]

            	
              40

            
	
              SECTION
      6.07.

            	
              Transactions
      with Affiliates

            	
              40

            
	
              SECTION
      6.08.

            	
              Issuances
      of Equity Interests by Principal Domestic Subsidiaries

            	
              41

            
	
              SECTION
      6.09.

            	
              Leverage
      Ratio

            	
              41

            
	
              SECTION
      6.10.

            	
              Fixed
      Charge Coverage Ratio

            	
              41

            
	
              SECTION
      6.11.

            	
              Sale
      and Lease-Back Transactions

            	
              41

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
         

      

    

     

    
      	
              ARTICLE
      VII

            
	 
      	 
      	 
      
	
              Events
      of Default

            
	 
      	 
      	 
      
	
              SECTION
      7.01.

            	
              Events
      of Default

            	
              42

            
	
              SECTION
      7.02.

            	
              Exclusion
      of Immaterial Subsidiaries

            	
              44

            
	 
      	 
      	 
      
	
              ARTICLE
      VIII

            
	 
      	 
      	 
      
	
              The
      Administrative Agent

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              ARTICLE
      IX

            
	 
      	 
      	 
      
	
              Miscellaneous

            
	 
      	 
      	 
      
	
              SECTION
      9.01.

            	
              Notices

            	
              47

            
	
              SECTION
      9.02.

            	
              Waivers;
      Amendments

            	
              47

            
	
              SECTION
      9.03.

            	
              Expenses;
      Indemnity; Damage Waiver

            	
              48

            
	
              SECTION
      9.04.

            	
              Successors
      and Assigns

            	
              50

            
	
              SECTION
      9.05.

            	
              Survival

            	
              53

            
	
              SECTION
      9.06.

            	
              Counterparts;
      Integration; Effectiveness

            	
              53

            
	
              SECTION
      9.07.

            	
              Severability

            	
              54

            
	
              SECTION
      9.08.

            	
              Right
      of Setoff

            	
              54

            
	
              SECTION
      9.09.

            	
              Governing
      Law; Jurisdiction; Consent to Service of Process

            	
              54

            
	
              SECTION
      9.10.

            	
              WAIVER
      OF JURY TRIAL

            	
              55

            
	
              SECTION
      9.11.

            	
              Headings

            	
              55

            
	
              SECTION
      9.12.

            	
              Confidentiality

            	
              55

            
	
              SECTION
      9.13.

            	
              Interest
      Rate Limitation

            	
              56

            
	
              SECTION
      9.14.

            	
              USA
      Patriot Act

            	
              56

            


    

    


    SCHEDULES:

     

    Schedule
A – Initial Guarantors

    Schedule
2.01 -- Commitments

    Schedule
3.06 -- Disclosed Matters

    Schedule
3.11 -- Disclosure

    Schedule
6.01 -- Existing Indebtedness

    Schedule
6.02 -- Existing Liens

     

    EXHIBITS:

     

    Exhibit A
-- Form of Assignment and Assumption Agreement

    Exhibit B
-- Form of Guarantee Agreement

    Exhibit
C-1 -- Form of Opinion of Mayer Brown LLP

    Exhibit
C-2 -- Form of Opinion of R. Scott Toop, Esq.

     


    
      
        
          


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    CREDIT
AGREEMENT dated as of July 11, 2008, among YUM! BRANDS, INC., the LENDERS party
hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

     

    The
Borrower, each of the Lenders and the Administrative Agent hereby agree as
follows:

     

     

    ARTICLE
I

     

    Definitions

     

    SECTION
1.01. Defined
Terms.  As used in this Agreement, the following terms 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.

     

    “Acquired Business”
means any Person, property, business or asset acquired (or, as applicable,
proposed to be acquired) by the Borrower or a Subsidiary pursuant to a Permitted
Acquisition.

     

    “Act” has the meaning
assigned to such term in Section 9.14.

     

    “Adjusted EBITDA”
means, for any period, the Consolidated EBITDA of the Borrower for such period,
adjusted (a) to include (to the extent not otherwise included) the
Consolidated EBITDA of any Acquired Business acquired during such period (and,
solely for purposes of determining whether a proposed acquisition is a Permitted
Acquisition pursuant to clause (d) of the definition of the term Permitted
Acquisition, any Acquired Business that, at the time of calculation of Adjusted
EBITDA for such purpose, has been acquired subsequent to the end of such period
and prior to such time as well as that proposed to be acquired) pursuant to a
Permitted Acquisition and not subsequently sold, transferred or otherwise
disposed of during such period (or, solely for purposes of determining whether a
proposed acquisition is a Permitted Acquisition, subsequent to the end of such
period and prior to such time), based on the actual Consolidated EBITDA of such
Acquired Business for such period (including the portion thereof attributable to
such period prior to the date of acquisition of such Acquired Business) and
(b) to exclude the Consolidated EBITDA of any Sold Business sold, transferred or
otherwise disposed of during such period (and, solely for purposes of
determining whether a proposed acquisition is a Permitted Acquisition pursuant
to clause (d) of the definition of the term Permitted Acquisition, any Sold
Business that, at the time of calculation of Adjusted EBITDA for such purpose,
has been sold, transferred or otherwise disposed of subsequent to the end of
such period and prior to such time), based on the actual Consolidated EBITDA of
such Sold Business for such period (including the portion thereof attributable
to such period prior to the date of sale, transfer or disposition of such Sold
Business).  For purposes of calculating Adjusted EBITDA for any
period, the portion of the Consolidated EBITDA of any Acquired Business that is
to be included 

     

     

    
      
        
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        2

      

    

     

    in
Adjusted EBITDA for such period that is attributable to the period prior to the
date of acquisition of such Acquired Business shall be determined as though all
net income of such Acquired Business for such period was distributed to the
holders of the Equity Interests of such Acquired Business ratably.

     

    “Adjusted LIBO Rate”
means, with respect to any LIBOR Borrowing for any Interest Period, an
interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%)
equal to the product of (a) the LIBO Rate for such Interest Period
multiplied by (b) the Statutory Reserve Rate.

     

    “Administrative Agent”
means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the
Lenders hereunder.

     

    “Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied
by the Administrative Agent.

     

    “Affiliate” means,
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.

     

    “Alternate Base Rate”
means, for any day, a rate per annum 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%.  Any change in the Alternate
Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate
shall be effective from and including the effective date of such change in the
Prime Rate or the Federal Funds Effective Rate, respectively.

     

    “Applicable
Percentage” means, with respect to any Lender, the percentage of the
total Commitments or outstanding Loans, as applicable, represented by such
Lender’s Commitment or outstanding Loans, as applicable.  If the
Commitments have terminated or expired and all Loans have been repaid, the
Applicable Percentage shall be determined based upon the Commitments most
recently in effect, or outstanding Loans at the time of repayment, if
applicable, giving effect to any assignments.

     

    “Applicable Rate”
means, for any day, with respect to any ABR Loan or LIBOR Loan, as the case may
be, the applicable rate per annum set forth below under the caption “ABR Spread”
or “LIBOR Spread”, as the case may be, as determined in the manner set forth
below based upon the ratings by Moody’s and S&P, respectively, applicable on
such date to the Index Debt:

     


    
      
        
          


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              Category

            	
              Index Debt Ratings

            	
              LIBOR  Spread

              (basis
      points)

            	
              ABR Spread

              (basis
      points)

            
	
              1

            	
              A3
      / A-

            	
              100.0

            	
              0

            
	
              2

            	
              Baa1
      / BBB+

            	
              125.0

            	
              25.0

            
	
              3

            	
              Baa2
      / BBB

            	
              150.0

            	
              50.0

            
	
              4

            	
              Baa3
      / BBB-

            	
              175.0

            	
              75.0

            
	
              5

            	
              Ba1
      / BB+

            	
              225.0

            	
              125.0

            
	
              6

            	
              <
      Ba1 / BB+

            	
              250.0

            	
              150.0

            


    

     

    For
purposes of the foregoing, (i) if neither Moody’s nor S&P shall have in
effect a rating for the Index Debt (other than by reason of the circumstances
referred to in the last sentence of this paragraph), then the Applicable Rate
shall be as set forth in Category 6; (ii) if Moody’s or S&P (but not both)
shall have in effect a rating for the Index Debt, then the Applicable Rate shall
be based on the rating of the Index Debt by the applicable rating agency; (iii)
if both Moody’s and S&P have in effect ratings for the Index Debt and the
ratings established by Moody’s and S&P for the Index Debt shall fall within
different Categories, the Applicable Rate shall be based on the Category
numerically lower (i.e., more favorable to the Borrower) of the two ratings
unless one of the two ratings is two or more Categories numerically lower (i.e.,
more favorable to the Borrower) than the other, in which case the Applicable
Rate shall be determined by reference to the Category one numerically higher
(i.e., less favorable to the Borrower) than the Category numerically lower
(i.e., more favorable to the Borrower) of the two ratings; and (iv) if the
ratings established by Moody’s or S&P for the Index Debt shall be changed
(other than as a result of a change in the rating system of Moody’s or S&P)
(or if either such rating agency that has not been rating the Index Debt
establishes a rating therefor), such change (or new rating) shall be effective
as of the date on which it is first announced by the applicable rating agency,
irrespective of when notice of such change (or new rating) shall have been
furnished by the Borrower to the Administrative Agent and the Lenders pursuant
to Section 5.01 or otherwise.  Each change (or new rating) in the
Applicable Rate shall apply during the period commencing on the effective date
of such change (or new rating) and ending on the date immediately preceding the
effective date of the next such change (or new
rating).  If Moody’s or S&P is rating the Index Debt and its
rating system shall change, or if only one such rating agency is rating the
Index Debt and it shall cease to be in the business of rating corporate debt
obligations, the Borrower and the Lenders shall negotiate in good faith to amend
this definition to reflect such changed rating system or the unavailability of
ratings from such rating agency and, pending the effectiveness of any such
amendment, the Applicable Rate shall be determined by reference to the rating
most recently in effect prior to such change or cessation.

     

    “Approved Fund” has
the meaning assigned to such term in Section 9.04.

     

    “Arranger” means J.P.
Morgan Securities Inc., in its capacity as arranger hereunder.

     

    
      
        
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        2

      

    

     

    “Assignment and
Assumption” means an assignment and assumption 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 A or any other form approved by the Administrative
Agent.

     

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

     

    “Borrower” means Yum!
Brands, Inc., a North Carolina corporation.

     

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

     

    “Borrowing Minimum”
means US$10,000,000.

     

    “Borrowing Multiple”
means US$1,000,000.

     

    “Borrowing Request”
means a request by the Borrower for a Borrowing in accordance with Section
2.03.

     

    “Business Day” means
any day that is not a Saturday, Sunday or other day on which commercial banks in
New York City are authorized or required by law to remain closed; provided that, when
used in connection with a LIBOR Loan, the term “Business Day” shall
also exclude any day on which banks are not open for dealings in deposits in
U.S. Dollars in the London interbank market.

     

    “Capital Expenditures”
means, for any period, (a) the additions to property, plant and equipment and
other capital expenditures of the Borrower and its Included Subsidiaries that
are (or would be) set forth in a consolidated statement of cash flows of the
Borrower for such period prepared in accordance with GAAP (except for the
exclusion of Excluded Subsidiaries) and (b) Capital Lease Obligations incurred
by the Borrower and its Included Subsidiaries during such period; provided that
consideration paid for Permitted Acquisitions shall not be construed to
constitute Capital Expenditures.

     

    “Capital Lease
Obligations” of any Person means 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.

     

    “Change in Control”
means (a) the acquisition of ownership, directly or indirectly,
beneficially or of record, by any Person or group (within the meaning of the
Securities Exchange Act of 1934 and the rules of the Securities and Exchange
Commission thereunder as in effect on the date hereof), of Equity Interests
representing more than 30% of the aggregate ordinary voting power represented by
the issued and outstanding Equity Interests of the Borrower; (b) occupation
of a majority of the seats 

     

    
      
        
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        3

      

    

     

    (other
than vacant seats) on the board of directors of the Borrower by Persons who were
neither (i) nominated by the board of directors of the Borrower nor
(ii) appointed by directors so nominated; or (c) the acquisition of
direct or indirect Control of the Borrower by any Person or group.

     

    “Change in Law” means
(a) the adoption of any law, rule or regulation after the date of this
Agreement, (b) any change in any law, rule or regulation or in the
interpretation or application thereof by any Governmental Authority after the
date of this Agreement or (c) compliance by any Lender (or, for purposes of
Section 2.15(b), by any lending office of such Lender or by such Lender’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 date of this Agreement that would be complied with by similarly situated
banks acting reasonably.

     

    “CLO” has the meaning
assigned to such term in Section 9.04.

     

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

     

    “Commitment” means,
with respect to each Lender, the commitment of such Lender to make Loans
pursuant to Section 2.02, expressed as an amount representing the maximum
principal amount of Loans to be made by such Lender hereunder, as such
commitment may be reduced or increased from time to time pursuant to assignments
by or to such Lender pursuant to Section 9.04.  The initial amount of
each Lender’s Commitment is set forth on Schedule 2.01, or in the Assignment and
Assumption pursuant to which such Lender shall have assumed its Commitment, as
the case may be.  The aggregate amount of the Commitments as of the
Effective Date is US$375,000,000.

     

    “Consolidated EBITDA”
means, for any Person for any period, Consolidated Net Income of such Person for
such period, plus, without duplication and to the extent deducted from revenues
in determining such Consolidated Net Income, the sum of (a) the aggregate
amount of Consolidated Interest Expense of such Person for such period,
(b) the aggregate amount of income tax expense of such Person for such
period, (c) all amounts attributable to depreciation and amortization of
such Person for such period, (d) all non-cash charges and non-cash losses
of such Person during such period and (e) all losses from the sale of
assets outside the ordinary course of business of such Person during such period
and minus, without duplication and to the extent added to revenues in
determining such Consolidated Net Income for such period, all gains from the
sale of assets outside the ordinary course of business of such Person during
such period, all as determined on a consolidated basis with respect to such
Person and its subsidiaries in accordance with GAAP (except, in the case of the
Borrower, for the exclusion of Excluded Subsidiaries).  Unless the
context otherwise requires, references to “Consolidated EBITDA” are to
Consolidated EBITDA of the Borrower and the Included Subsidiaries.

     

     

    
      
        
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        4

      

    

     

     

    “Consolidated EBITDAR”
means, for any Person for any period, the sum of Consolidated EBITDA of such
Person for such period and Rental Expense of such Person for such
period.  Unless the context otherwise requires, references to
“Consolidated EBITDAR” are to Consolidated EBITDAR of the Borrower and the
Included Subsidiaries.

     

    “Consolidated
Indebtedness” means, as of any date of determination, without duplication
(a) the aggregate principal amount of Indebtedness of the Borrower and the
Included Subsidiaries outstanding as of such date (including Indebtedness of
Excluded Subsidiaries to the extent Guaranteed by the Borrower or any Included
Subsidiary), plus (b) the Securitization Amount as of such date, minus
(c) the aggregate amount of cash and Permitted Investments (other than any
cash and Permitted Investments that are subject to a Lien) owned by the Borrower
and the Included Subsidiaries as of such date, determined on a consolidated
basis in accordance with GAAP (except for the exclusion of Excluded
Subsidiaries); provided that, for
purposes of this definition, the term “Indebtedness” shall exclude obligations
as an account party in respect of letters of credit to the extent that such
letters of credit have not been drawn upon.

     

    “Consolidated Interest
Expense” means, for any Person for any period, the interest expense, both
expensed and capitalized (including the interest component in respect of Capital
Lease Obligations), accrued or paid by such Person during such period,
determined on a consolidated basis with respect to such Person and its
Subsidiaries in accordance with GAAP (except, in the case of the Borrower, for
the exclusion of Excluded Subsidiaries); provided that interest expense of an
Excluded Subsidiary shall be deemed to be interest expense of the Borrower to
the extent such interest expense relates to Indebtedness to the extent
Guaranteed by the Borrower or an Included Subsidiary.  Unless the
context otherwise requires, references to “Consolidated Interest Expense” are to
Consolidated Interest Expense of the Borrower and the Included
Subsidiaries.

     

    “Consolidated Net
Income” means, for any Person for any period, net income or loss of such
Person for such period determined on a consolidated basis with respect to such
Person and its subsidiaries in accordance with GAAP; provided that, in the case
of the Borrower, there shall be excluded (a) the income of any Person
(other than a Foreign Subsidiary) in which any other Person (other than the
Borrower or any Domestic Subsidiary or any director holding qualifying shares in
compliance with applicable law) has a joint interest, except to the extent of
the Attributable Income (as defined below) of such Person, (b) the income
of any Excluded Subsidiary, except to the extent of the amount of dividends or
other distributions (including distributions made as a return of capital or
repayment of principal of advances) actually paid to the Borrower or any
Included Subsidiaries by such Excluded Subsidiary during such period and
(c) the income (or loss) of any Person accrued prior to the date it becomes
a Subsidiary or is merged into or consolidated with the Borrower or any of the
Subsidiaries or the date such Person’s assets are acquired by the Borrower or
any of the Subsidiaries.  Unless the context otherwise requires,
references to “Consolidated Net Income” are to Consolidated Net Income of the
Borrower and the Included Subsidiaries.  For purposes hereof,
“Attributable Income” means, for any period, (i) in the case of any
Domestic Subsidiary 

     

     

    
      
        
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        5

      

    

     

    at least
90% of the Equity Interests in which are owned (directly or indirectly) by the
Borrower, a portion of the net income of such Subsidiary for such period equal
to the Borrower’s direct or indirect ownership percentage of the Equity
Interests of such Subsidiary or (ii) in the case of any Domestic Subsidiary
less than 90% of the Equity Interests in which are owned (directly or
indirectly) by the Borrower, the  amount of dividends or other
distributions (including distributions made as a return of capital or repayment
of principal of advances) actually paid by such Subsidiary to the Borrower or a
wholly owned Domestic Subsidiary.

     

    “Consolidated Net Tangible
Assets” means, with respect to the Borrower as of any date, the total
amount of assets (less applicable valuation allowances) after deducting
(a) all current liabilities (excluding (i) the amount of liabilities
which are by their terms extendable or renewable at the option of the obligor to
a date more than 12 months after the date as of which the amount is being
determined, (ii) the current portion of long-term Indebtedness and
(iii) Loans outstanding hereunder) and (b) all goodwill, tradenames,
trademarks, patents, unamortized debt discount and expense and other like
intangible assets, all as set forth on the most recent balance sheet of the
Borrower and its consolidated Subsidiaries included in financial statements of
the Borrower delivered to the Administrative Agent on or prior to such date of
determination pursuant to clause (a) or (b) of Section 5.01 and
determined on a consolidated basis in accordance with GAAP.

     

    “Control” means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability
to exercise voting power, by contract or otherwise.  “Controlling” and
“Controlled”
have meanings correlative thereto.

     

    “Default” means any
event or condition which constitutes an Event of Default or which upon notice,
lapse of time or both would, unless cured or waived, become an Event of
Default.

     

    “Disclosed Matters”
means the actions, suits and proceedings and the environmental matters disclosed
in Schedule 3.06.

     

    “Domestic Subsidiary”
means a Subsidiary that is not a Foreign Subsidiary.

     

    “Effective Date” means
the date on which the conditions specified in Section 4.01 are satisfied
(or waived in accordance with Section 9.02).

     

    “Environmental Laws”
means all laws, rules, regulations, codes, ordinances, orders, decrees,
judgments, injunctions or binding agreements issued, promulgated or entered into
by or with any Governmental Authority, relating in any way to the environment,
preservation or reclamation of natural resources, the presence, management,
Release or threatened Release of any Hazardous Material or to health and safety
matters.

     

     

    
      
        
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    “Environmental
Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental compliance, investigation or
remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary
directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation,
storage, treatment or disposal of any Hazardous Materials, (c) exposure to
any Hazardous Materials, (d) the presence, Release or threatened 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”
means shares of capital stock, partnership interests, membership interests in a
limited liability company, beneficial interests in a trust or other equity
ownership interests in a Person, and any warrants, options or other rights
entitling the holder thereof to purchase or acquire any such equity
interests.

     

    “Equity Payment” means
any dividend or other distribution (whether in cash, securities or other
property) with respect to any Equity Interests in the Borrower or any
Subsidiary, or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination of any such
Equity Interests in the Borrower or any option, warrant or other right to
acquire any such Equity Interests in the Borrower.

     

    “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended from time to
time.

     

    “ERISA Affiliate”
means any trade or business (whether or not incorporated) that, together with
the Borrower, is treated as a single employer under Section 414 of the
Code.

     

    “ERISA Event” means
(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; and, on and after the effectiveness of the Pension Act, any failure by
any Plan to satisfy the minimum funding standards (within the meaning of Section
412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not
waived; (c) the filing pursuant to, prior to the effectiveness of the
applicable provisions of the Pension Act, Section 412(d) of the Code or Section
303(d) of ERISA or, on and after the effectiveness of the applicable provisions
of the Pension Act, Section 412(c) of the Code or Section 302(c) 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; (e) the receipt by the Borrower or any ERISA Affiliate from the
PBGC or a plan administrator of any notice relating to an intention to terminate
any Plan or Plans or to appoint a trustee to administer any Plan; (f) the
incurrence by the Borrower or any of its ERISA Affiliates of any liability with
respect to the withdrawal or partial withdrawal from any Plan 

     

     

    
      
        
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        7

      

    

     

    or
Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA
Affiliate of any notice, or the receipt by any Multiemployer Plan from the
Borrower or any ERISA Affiliate of any notice, concerning the imposition of
Withdrawal Liability or a determination that a Multiemployer Plan is, or is
expected to be, insolvent or in reorganization, within the meaning of
Title IV of ERISA.

     

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

     

    “Excluded Subsidiary”
means (a) a Foreign Subsidiary of which securities or other ownership
interests representing less than 80% of the outstanding capital stock or other
equity interests, as the case may be, are, at the time any determination is
being made, beneficially owned, whether directly or indirectly, by the Borrower
or (b) a Non-Controlled Subsidiary.

     

    “Excluded Taxes”
means, with respect to the Administrative Agent, any Lender, 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
recipient is located and (c) in the case of a Foreign Lender (other than an
assignee pursuant to a request by the Borrower under Section 2.19(b)), any
withholding tax that is imposed by the United States of America 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 Lender’s failure to comply with Section 2.17(e), except to the extent
that such 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 2.17(a).

     

    “Federal Funds Effective
Rate” means, 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 such day for such transactions received by
the Administrative Agent from three Federal funds brokers of recognized standing
selected by it.

     

    “Financial Officer”
means the chief financial officer, principal accounting officer, treasurer or
controller of the Borrower.

     

    “Fixed Charge Coverage
Ratio” means, for any period, the ratio of (i) Consolidated EBITDAR of
the Borrower for such period minus Capital Expenditures for such period to (ii)
the sum of Consolidated Interest Expense of the Borrower for such period plus
Rental Expense of the Borrower for such period.

     

     

    
      
        
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        8

      

    

     

    “Foreign Lender” means
any Lender that is organized under the laws of a jurisdiction other than the
jurisdiction in which the Borrower is organized.  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”
means a Subsidiary organized under the laws of a jurisdiction other than the
United States of America, any State thereof or the District of
Columbia.

     

    “GAAP” means generally
accepted accounting principles in the United States of America.

     

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

     

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

     

    “Guarantee Agreement”
means the Guarantee Agreement substantially in the form of Exhibit B among
the Borrower, the Guarantors and the Administrative Agent.

     

    “Guarantors” means
the Initial Guarantors and any other Subsidiaries that become parties to the
Guarantee Agreement.

     

    “Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or
toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates or byproducts, asbestos or asbestos-containing materials,
polychlorinated biphenyls, radon gas, infectious or medical wastes and all other
substances or wastes of any nature regulated pursuant to any Environmental
Law.

     

    “Hedging Agreement”
means any interest rate protection agreement, foreign currency exchange
agreement or other interest or currency exchange rate hedging
arrangement.

     

    
      
        
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        9

      

    

     

    “Included Subsidiary”
means any Subsidiary that is not an Excluded Subsidiary.

     

    “Indebtedness” of any
Person means, without duplication, (a) all obligations of such Person for
borrowed money or with respect to deposits or advances of any kind, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, (c) all obligations of such Person upon which interest charges
are customarily paid, (d) all obligations of such Person under conditional
sale or other title retention agreements relating to property acquired by such
Person, (e) all obligations of such Person in respect of the deferred
purchase price of property or services (excluding current accounts payable
incurred in the ordinary course of business), (f) 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 Indebtedness secured thereby has
been assumed, (g) all Guarantees by such Person of outstanding Indebtedness
of others (other than Guarantees of contingent lease payments related to sales
of restaurants by the Borrower and the Subsidiaries or their predecessors in
interest (howsoever effected)), (h) all Capital Lease Obligations of such
Person, (i) all obligations, contingent or otherwise, of such Person as an
account party in respect of letters of credit and letters of guaranty and
(j) all obligations, contingent or otherwise, of such Person in respect of
bankers’ acceptances.  The Indebtedness of any Person shall include
the Indebtedness of any other entity (including any partnership in which such
Person is a general partner) to the extent such Person is liable therefor as a
result of such Person’s ownership interest in or other relationship with such
entity, except to the extent the terms of such Indebtedness provide that such
Person is not liable therefor.

     

    “Indemnified Taxes”
means Taxes other than Excluded Taxes.

     

    “Index Debt” means
(a) indebtedness in respect of the obligations of the Borrower under this
Agreement or, if such indebtedness is rated by neither Moody’s nor S&P, then
(b) senior unsecured, long-term indebtedness for borrowed money of the
Borrower that is not guaranteed by any other Person or subject to any other
credit enhancement (regardless of whether there is any such indebtedness
outstanding).

     

    “Information
Memorandum” means the Confidential Information Memorandum dated June 2008
relating to the Borrower and the Transactions.

     

    “Initial Guarantors”
means the Subsidiaries listed on Schedule A.

     

    “Interest Election
Request” means a request by the Borrower to convert or continue a
Borrowing in accordance with Section 2.08.

     

    “Interest Payment
Date” means (a) with respect to any ABR Loan, the last day of each
March, June, September and December, and (b) with respect to any LIBOR
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 LIBOR Borrowing with an Interest
Period of more than 

     

     

    
      
        
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    three
months’ duration, each day prior to the last day of such Interest Period that
occurs at intervals of three months’ duration after the first day of such
Interest Period.

     

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

     

    “Lenders” means the
Persons listed on Schedule 2.01 and any other Person that shall have become
a party hereto pursuant to an Assignment and Assumption, other than any such
Person that ceases to be a party hereto pursuant to an Assignment and
Assumption.

     

    “Leverage Ratio”
means, on any date, the ratio of (a) Consolidated Indebtedness as of such
date to (b) Adjusted EBITDA for the period of four consecutive fiscal
quarters of the Borrower ended on such date (or, if such date is not the last
day of a fiscal quarter, ended on the last day of the fiscal quarter of the
Borrower most recently ended prior to such date).

     

    “LIBO Rate” means,
with respect to any LIBOR Borrowing for any Interest Period, (a) the applicable
Screen Rate or (b) if no Screen Rate is available for such Interest Period, the
arithmetic mean (rounded up to four decimal places) of the rates quoted by the
Reference Banks to leading banks in the London interbank market for the offering
of deposits in U.S. Dollars and for a period comparable to such Interest Period,
in each case as of the Specified Time on the Quotation Day.

     

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

     

    “Lien” means, with
respect to any asset, (a) any mortgage, deed of trust, lien, pledge,
hypothecation, encumbrance, charge or security interest in, on or of such asset,
(b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement (or any financing lease
having substantially the same economic effect as any of the foregoing) relating
to such asset and (c) in the case of securities, any purchase option, call
or similar right of a third party (other than any such rights of a financial
institution under repurchase agreements described in clause (d) of the


     

     

    
      
        
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    definition
of “Permitted Investments” entered into with such financial institution) with
respect to such securities.

     

    “Lien Basket Amount”
means, at any time, the sum of (a) the Securitization Amount at such time,
plus (b) the aggregate principal amount of obligations (including
contingent obligations, in the case of Guarantees or letters of credit) at such
time secured by Liens permitted under clause (h) of Section 6.02, plus
(c) the fair market value of all property sold or transferred after the
Revolving Agreement Closing Date pursuant to Sale and Lease-Back Transactions
permitted by clause (b) of Section 6.11.

     

    “Loan” means any loan
made by a Lender to the Borrower pursuant to this Agreement.

     

    “Loan Documents” means
this Agreement, the Guarantee Agreement and any promissory notes issued pursuant
to Section 2.10(e).

     

    “Loan Parties” means
the Borrower and the Guarantors.

     

    “Local Time” means New
York City time.

     

    “Material Adverse
Effect” means a material adverse effect on (a) the business, assets,
operations or condition, financial or otherwise, of the Borrower and the
Subsidiaries taken as a whole, (b) the ability of the Borrower to perform
any of its obligations under any Loan Document or (c) the rights and
remedies available to the Lenders under any Loan Document.

     

    “Material
Indebtedness” means Indebtedness (other than (a) the Loans and
(b) Indebtedness owing to the Borrower or a Subsidiary), or obligations in
respect of one or more Hedging Agreements, of any one or more of the Borrower
and its Subsidiaries in an aggregate principal amount exceeding
$100,000,000.  For purposes of determining Material Indebtedness, the
“principal amount” of the obligations of 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 the Borrower or such
Subsidiary would be required to pay if such Hedging Agreement were terminated at
such time.

     

    “Maturity Date” means
July 11, 2011.

     

    “Moody’s” means
Moody’s Investors Service, Inc.

     

    “Multiemployer Plan”
means a multiemployer plan as defined in Section 4001(a)(3) of
ERISA.

     

    “Non-Controlled
Subsidiary” means any direct or indirect subsidiary of the Borrower with
respect to which the Borrower (a) has reasonably determined that it does
not have sufficient operational control over such subsidiary to ensure that such
subsidiary (i) complies with the warranties and covenants applicable to
other Subsidiaries 

     

     

    
      
        
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    hereunder
or (ii) does not take or omit to take any actions that would constitute or
lead to an Event of Default hereunder and (b) has notified the
Administrative Agent in writing that such subsidiary is a “Non-Controlled
Subsidiary” hereunder and such notice specifies, in reasonable detail, the
reasons for such a determination as described in clause (a) above; provided that
(A) no Guarantor or Principal Domestic Subsidiary shall be a Non-Controlled
Subsidiary, (B) no subsidiary of which securities or other ownership
interests representing more than 80% of the outstanding Equity Interests at the
time any determination is being made, beneficially owned, whether directly or
indirectly, by the Borrower shall be a Non-Controlled Subsidiary and (C) as
of any date of determination, the Consolidated EBITDAR, calculated for the
period of four consecutive fiscal quarters most recently ended of all
Non-Controlled Subsidiaries (combined) shall not exceed 7.5% of the Borrower’s
Consolidated EBITDAR for such period, in each case determined as though the
Non-Controlled Subsidiaries were Included Subsidiaries for this
purpose.

     

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

     

    “Participant” has the
meaning set forth in Section 9.04.

     

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

     

    “Pension Act” means
the Pension Protection Act of 2006, as amended from time to time.

     

    “Permitted
Acquisition” means the acquisition by the Borrower or a Subsidiary of the
assets of a Person constituting a business unit or any Equity Interests of a
Person; provided that (a) immediately after giving effect thereto no
Default shall have occurred and be continuing or would result therefrom,
(b) all transactions related thereto shall be consummated in accordance
with applicable laws, except where the failure to do so, individually or in the
aggregate, would not reasonably be expected to result in a Material Adverse
Effect, (c) in the case of an acquisition of Equity Interests in a Person,
after giving effect to such acquisition, at least 90% of the Equity Interests in
such Person, and any other Subsidiary resulting from such acquisition, shall be
owned directly or indirectly by the Borrower or any of its wholly owned
Subsidiaries and all actions required to be taken, if any, with respect to each
Subsidiary resulting from such acquisition under Section 5.09 shall be
taken, (d) the Borrower and its Subsidiaries are in compliance, on a pro
forma basis after giving effect to such acquisition, with the covenants
contained in Sections 6.09 and 6.10 recomputed as of the last day of the
most recently ended fiscal quarter of the Borrower for which financial
statements are available as if such acquisition had occurred on the first day of
each relevant period for testing such compliance (using Adjusted EBITDA in lieu
of Consolidated EBITDA for the relevant period and including, for purposes of
Section 6.10, pro forma adjustments to Consolidated Interest Expense and
Rental Expense for the relevant period as if such acquisition had occurred on
the first day of such period), (e) the Borrower has delivered 

     

    
      
        
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    to the
Administrative Agent a certificate of a Financial Officer to the effect set
forth in clauses (a), (c) and (d) above, together with all relevant
financial information for the business or entity being acquired and (f) in
the case of an acquisition of a publicly-owned entity, such acquisition shall
not have been preceded by an unsolicited tender offer.

     

    “Permitted
Encumbrances” means:

     

    (a) Liens
imposed by law for taxes that are not yet due or are being contested in
compliance with Section 5.04;

     

    (b)
carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like
Liens imposed by law, arising in the ordinary course of business and securing
obligations that are not overdue by more than 30 days or are being
contested in compliance with Section 5.04;

     

    (c)
pledges and deposits made in the ordinary course of business in compliance with
workers’ compensation, unemployment insurance and other social security laws or
regulations;

     

    (d)
deposits to secure the performance of bids, trade contracts, leases, statutory
obligations, surety and appeal bonds, performance bonds and other obligations of
a like nature, in each case in the ordinary course of business;

     

    (e)
judgment liens in respect of judgments that do not constitute an Event of
Default under clause (l) of Section 7.01; and

     

    (f)
easements, zoning restrictions, rights-of-way and similar encumbrances on real
property imposed by law or arising in the ordinary course of business that do
not secure any monetary obligations and do not materially detract from the value
of the affected property or interfere with the ordinary conduct of business of
the Borrower or any Subsidiary;

     

    provided that the
term “Permitted Encumbrances” shall not include any Lien securing
Indebtedness.

     

    “Permitted
Investments” means:

     

    (a)
direct obligations of, or obligations on which the principal of and interest 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 three years from
the date of acquisition thereof;

     

    (b)
investments in commercial paper maturing within 270 days from the date of
acquisition thereof and rated, at such date of acquisition, at least A-1 by
S&P or P-1 by Moody’s;

     

     

    
      
        
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        14

      

    

     

    (c)
investments in certificates of deposit, banker’s acceptances and time deposits
maturing within 180 days from the date of acquisition thereof issued or
guaranteed by or placed with, and money market deposit accounts issued or
offered by, any domestic office of any Lender, any Affiliate of any Lender, or
any other commercial bank organized under the laws of the United States of
America or any State thereof (or domestic office of any commercial bank that is
organized under the laws of any country that is a member of the OECD) which has
a combined capital and surplus and undivided profits of not less than
US$500,000,000;

     

    (d) fully
collateralized repurchase agreements (i) with a term ending on the next
Business Day for 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 Sates of America) and entered into with
a financial institution satisfying the criteria described in clause (c)
above, or (ii) 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 described in clause (c) above;

     

    (e)
investments in money market funds (i) with a policy to invest substantially
all their assets in one or more investments described in the foregoing items
(a), (b), (c) and (d) or (ii) having the highest credit rating obtainable
from S&P or from Moody’s;

     

    (f)
investments in (i) any debt securities rated AA- or above by S&P and
Aa3 or above by Moody’s and maturing within one year from the date of
acquisition thereof and (ii) mutual funds with assets of at least
US$5,000,000,000 and that invest 100% of their assets in securities described in
clause (a) above or subclause (i) of this clause (f);
and

     

    (g) in
the case of any Foreign Subsidiary, investments by such Subsidiary that are
denominated in U.S. Dollars, Euros or the currency of the jurisdiction where
such Foreign Subsidiary’s principal business activities are conducted and are
available in the principal financial markets of the jurisdiction and otherwise
are comparable (as nearly as practicable) to the investments described above;
provided that,
for purposes of this clause (g), (i) the foregoing clause (a)
shall be deemed to refer to obligations of, or obligations the principal of and
interest on which are unconditionally guaranteed by, the government of the
jurisdiction in which such Foreign Subsidiary is located, in each case maturing
within one year from the date of acquisition thereof, and (ii) commercial
banks referred to in the foregoing clause (c) shall be deemed to include
commercial banks located in the applicable jurisdiction that the applicable
Foreign Subsidiary determines in good faith to be among the most creditworthy
banks available for deposits in the location where such deposits are being
made.

     

    “Permitted Securitization
Transaction” means any sale, assignment or other transfer (or series of
related sales, assignments or other transfers) by the Borrower or any Subsidiary
of receivables or royalty payments owing to the Borrower or such Subsidiary or
any interest in any of the foregoing pursuant to a securitization transaction,


     

     

    
      
        
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    together
in each case with any collections and other proceeds thereof, any collection or
deposit account related thereto, and any collateral, guarantees or other
property or claims supporting or securing payment by the obligor thereon of, or
otherwise related to, any such receivables or royalty payments.

     

    “Person” means any
natural person, corporation, limited liability company, trust, joint venture,
association, company, partnership, Governmental Authority or other
entity.

     

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

     

    “Prime Rate” means the
rate of interest per annum publicly announced from time to time by JPMorgan
Chase Bank, N.A. as its prime rate in effect at its principal office in
New York City; each change in the Prime Rate shall be effective from and
including the date such change is publicly announced as being
effective.

     

    “Principal Domestic
Subsidiary” means (a) any Subsidiary organized in the United States
of America whose consolidated assets exceed 5% of the consolidated assets of the
Borrower and its consolidated Subsidiaries or whose revenues exceed 5% of the
consolidated revenues of the Borrower and its consolidated Subsidiaries, in each
case as of the end of the most recent fiscal quarter or for the most recently
ended four consecutive fiscal quarters, respectively, or (b) any Subsidiary
that holds any material trademark (including any Kentucky Fried Chicken, KFC,
Pizza Hut, A&W, Long John Silver’s or Taco Bell trademark) for use in the
United States of America or any jurisdiction therein.

     

    “Quotation Day” means,
for any Interest Period, two Business Days prior to the first day of such
Interest Period.

     

    “Reference Banks”
means, with respect to the LIBO Rate, the principal London offices of JPMorgan
Chase Bank, N.A., or such other banks as may be appointed by the Administrative
Agent in consultation with the Borrower.

     

    “Refranchising
Transaction” means a transaction in which the Borrower or any of its
Subsidiaries sells, transfers, leases or otherwise disposes of assets (excluding
the sale, transfer or disposition of intellectual property, except for licenses
of intellectual property to franchisees or prospective franchisees) comprising
one or more restaurants to the franchisee or prospective franchisee
thereof.

     

    “Register” has the
meaning set forth in Section 9.04.

     

    “Related Parties”
means, 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.

     

     

    
      
        
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    “Release” means any
spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting,
escaping, leaching, dumping, disposing or migrating into or through the
environment or any facility, building or structure.

     

    “Rental Expense”
means, for any Person for any period, the minimum rental expense of such Person
deducted in determining Consolidated Net Income of such Person for such
period.  Unless the context otherwise requires, references to “Rental
Expense” are to Rental Expense of the Borrower and the Included
Subsidiaries.

     

    “Required Lenders”
means, at any time, Lenders having outstanding Loans (or prior to the making of
Loans hereunder, Commitments) representing more than 50% of the sum of the
aggregate principal amount of the outstanding Loans (or prior to the making of
Loans hereunder, the aggregate Commitments) at such time.

     

    “Revolving Agreement Closing
Date” means the “Effective Date” under and as defined in the Amended and
Restated Credit Agreement, dated November 29, 2007, among the Borrower, certain
Subsidiaries of the Borrower, the lenders party thereto and JPMorgan Chase Bank,
N.A., as administrative agent.

     

    “S&P” means
Standard & Poor’s.

     

    “Sale and Lease-Back
Transaction” has the meaning assigned to such term in Section
6.11.

     

    “Screen Rate” means,
for any Interest Period, the British Bankers Association Interest Settlement
Rate for U.S. Dollars and such Interest Period as set forth on the “LIBOR01”
screen of the Reuters Service (and if such page is replaced or such service
ceases to be available, another page or service displaying the appropriate rate
designated by the Administrative Agent after consultation with the
Borrower).

     

    “Securitization
Amount” means, at any date of determination thereof and in respect of any
Permitted Securitization Transaction, (a) in the case of a Permitted
Securitization Transaction structured as a borrowing of loans secured by
receivables or royalty payments, the outstanding principal amount of
Indebtedness incurred in respect of such Permitted Securitization Transaction
that is secured by such receivables or royalty payments and (b) in the case
of a Permitted Securitization Transaction structured as a sale or other transfer
of receivables or royalty payments (other than a sale or transfer of such
receivables or royalty payments to a Subsidiary), the aggregate amount of cash
consideration received by the Borrower or any of its Subsidiaries from such sale
or transfer, but only to the extent representing the outstanding equivalent of
principal, capital or comparable interests in respect of such receivables or
royalty payments that remain uncollected at such time and would not be
distributed to the Borrower or a Subsidiary if such Permitted Securitization
Transactions were to be terminated at such time.

     

    “Securitization
Subsidiary” means any Subsidiary that is formed by the Borrower or any of
its Subsidiaries for the sole purpose of effecting or facilitating a Permitted
Securitization Transaction and that (a) owns no assets other than
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    royalty
payments and other assets that are related to such Permitted Securitization
Transaction and (b) engages in no business and incurs no Indebtedness, in
each case, other than those related to such Permitted Securitization
Transaction.

     

    “Sold Business” means
any Person, property, business or asset sold, transferred or otherwise disposed
of by the Borrower or any Subsidiary, other than in the ordinary course of
business.

     

    “Specified Time” means
11:00 a.m., London time.

     

    “Statutory Reserve
Rate” means 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 to which the Administrative Agent is subject for eurocurrency funding
(currently referred to as “Eurocurrency Liabilities” in Regulation D of the
Board).  Such reserve percentages shall include those imposed pursuant
to such Regulation D.  LIBOR Loans shall be deemed to constitute
eurocurrency funding 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 or any comparable
regulation.  The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

     

    “subsidiary” means,
with respect to any Person (the “parent”) at any date,
any corporation, limited liability company, partnership, association or other
entity the accounts of which would be consolidated with those of the parent in
the parent’s consolidated financial statements if such financial statements were
prepared in accordance with GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other entity
of which securities or other ownership interests representing more than 50% of
the equity or more than 50% of the ordinary voting power or, in the case of a
partnership, more than 50% of the general partnership interests are, as of such
date, 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” means any
subsidiary of the Borrower; provided that except
for purposes of Sections 3.04, 3.11, 5.01(a), 5.01(b) and 5.01(f), the term
“Subsidiary” shall not include a Non-Controlled Subsidiary.

     

    “System Unit” means
any restaurant operated under the name Kentucky Fried Chicken, KFC, Pizza Hut,
Taco Bell, A&W, Long John Silver’s or any other brand that is acquired and
operated by the Borrower or a Subsidiary or franchised or licensed by the
Borrower or a Subsidiary to any of its franchisees or licensees.

     

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

     

     

    
      
        
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    “Transactions” means
the execution, delivery and performance by the Loan Parties of the Loan
Documents, the borrowing of Loans and the use of the proceeds
thereof.

     

    “Type”, when used in
reference to any Loan or Borrowing, refers to whether the rate of interest on
such Loan, or on the Loans comprising such Borrowing, is determined by reference
to the Adjusted LIBO Rate or the Alternate Base Rate.

     

    “U.S. Dollars” or
“US$” or “$” refers to lawful
money of the United States of America.

     

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

     

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

     

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

     

    SECTION
1.04. Accounting Terms;
GAAP.  Except as otherwise expressly provided herein, all terms
of an accounting or financial nature shall be construed in accordance with GAAP,
as in effect from time to time; provided that if the
Borrower notifies the Administrative Agent that the Borrower requests an
amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application or interpretation
thereof on the operation of such provision (or if the Administrative Agent
notifies the Borrower that the Required Lenders request an amendment to any
provision hereof for such purpose), regardless of 

     

     

    
      
        
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    whether
any such notice is given before or after such change in GAAP or in the
application thereof, then such provision shall be interpreted on the basis of
GAAP as in effect and applied immediately before such change shall have become
effective until such notice shall have been withdrawn or such
provision  amended in accordance herewith.

     

     

     

    ARTICLE
II

     

    The
Loans

     

    SECTION
2.01. Commitments.  Subject
to the terms and conditions set forth herein, each Lender agrees to make a Loan
denominated in U.S. Dollars to the Borrower on the Effective Date in a principal
amount not exceeding its Commitment.  Amounts repaid or prepaid in
respect of any Loans may not be reborrowed; provided that, for
the avoidance of doubt, the continuation or conversion of any Borrowing in
accordance with Section 2.08 shall not be deemed to be a repayment or
reborrowing of such Borrowing.

     

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

     

    (b) Subject
to Section 2.14, each Borrowing shall be comprised entirely of ABR
Loans or LIBOR Loans.  Each Lender at its option may make any 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 and shall not
result in any increased costs under Section 2.15 or any obligation by the
Borrower to make any payment under Section 2.17 in excess of the amounts,
if any, that such Lender would be entitled to claim under Section 2.15 or
2.17, as applicable, without giving effect to such change in lending
office.

     

    (c) At the
commencement of each Interest Period for any LIBOR Borrowing, such Borrowing
shall be in an aggregate amount that is an integral multiple of the Borrowing
Multiple and not less than the Borrowing Minimum.  Borrowings of more
than one Type may be outstanding at the same time; provided that there
shall not at any time be more than a total of ten LIBOR Borrowings
outstanding.

     

    (d) Notwithstanding
any other provision of this Agreement, the Borrower shall not be entitled to
elect to convert or continue any Borrowing if the Interest Period requested with
respect thereto would end after the Maturity Date.

     

    SECTION
2.03. Request for
Borrowing.  (a)To request a Borrowing to be made on the
Effective Date, the Borrower shall notify the Administrative Agent of such


     

    
      
        
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    request
by telephone (a) in the case of a LIBOR Borrowing, not later than
11:00 a.m., Local Time, three Business Days before the date of the proposed
Borrowing, and (b) in the case of an ABR Borrowing, not later than 10:00 a.m.,
Local Time, on the date of the proposed Borrowing.  Each such
telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Borrowing Request in a form approved by the Administrative Agent and signed by
the Borrower.  Each such telephonic and written Borrowing Request
shall specify the following information in compliance with
Section 2.02:

     

    (i) the
aggregate principal amount of such Borrowing;

     

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

     

    (iii) the Type
of such Borrowing;

     

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

     

    (v) the
location and number of the Borrower’s account to which funds are to be
disbursed, which shall comply with the requirements of Section
2.07.

     

    Any
Borrowing Request that shall fail to specify any of the information required by
the preceding provisions of this paragraph may be rejected by the Administrative
Agent if such failure is not corrected promptly after the Administrative Agent
shall give written or telephonic notice thereof to the Borrower and, if so
rejected, will be of no force or effect.  Promptly following receipt
of a Borrowing Request in accordance with this Section, the Administrative Agent
shall advise each Lender of the details thereof and of the amount of such
Lender’s Loan to be made as part of the requested Borrowing.

     

    SECTION
2.04. [Intentionally
Omitted.]

     

    SECTION
2.05. [Intentionally
Omitted.]

     

    SECTION
2.06. [Intentionally
Omitted.]

     

    SECTION
2.07. Funding of
Borrowings.  (a)Each Lender shall make each Loan to be made by
it hereunder on the Effective Date by wire transfer of immediately
available funds by 12:00 noon, Local Time, to the account of the
Administrative Agent most recently designated by it for such purpose by notice
to the Lenders.  The Administrative Agent will make such Loans
available to the Borrower by promptly crediting the amounts so received, in like
funds, to an account of the Borrower maintained with the Administrative Agent in
New York City, and designated by the Borrower in the applicable Borrowing
Request.

     

    (b) Unless
the Administrative Agent shall have received notice from a Lender prior to the
Effective Date that such Lender will not make available to the Administrative
Agent such Lender’s share of any Borrowing, the Administrative Agent


     

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

     

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

     

    (b) To make
an election pursuant to this Section, the Borrower shall notify the
Administrative Agent of such election by telephone (i) in the case of an
election that will result in a LIBOR Borrowing, not later than 11:00 a.m., Local
Time, three Business Days before the effective date of such election and (ii) in
the case of an election that will result in an ABR Borrowing, not later than
10:00 a.m., Local Time, on the effective date of such election.  Each
such telephonic Interest Election Request shall be irrevocable and shall be
confirmed promptly by hand delivery or telecopy to the Administrative Agent of a
written Interest Election Request in a form approved by the Administrative Agent
and signed by the Borrower.

     

    (c) Each
telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.02:

     

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

     

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

     

     

    
      
        
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    (iii) the Type
of the resulting Borrowing; and

     

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

     

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

     

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

     

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

     

    SECTION
2.09. Termination of
Commitments.  The Commitments shall terminate upon the making
of the Loans on the Effective Date.

     

    SECTION
2.10. Repayment of Loans;
Evidence of Debt.  (a)The Borrower hereby unconditionally
promises to pay to the Administrative Agent for the account of each Lender
the then unpaid principal amount of each Loan of such Lender on the 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, including the amounts of principal and
interest payable and paid to such Lender from time to time
hereunder.

     

    (c) The
Administrative Agent shall maintain accounts in which it shall record
(i) the amount of each Loan made to the Borrower hereunder, the Type
thereof and, in the case of any LIBOR Borrowing, 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
for the account of the Lenders and each Lender’s share thereof.

     

    (d) The
entries made in the accounts maintained pursuant to paragraph (b) or (c) of
this Section shall be prima facie evidence of the
existence and amounts of the 

     

     

    
      
        
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    obligations
recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement.

     

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

     

    SECTION
2.11. Prepayment of
Loans.  (a)The Borrower shall have the right at any time and
from time to time to prepay any of its Borrowings in whole or in part, subject
to prior notice in accordance with paragraph (c) of this
Section.

     

    (b) Prior to
any optional prepayment of Borrowings hereunder, the Borrower shall select the
Borrowing or Borrowings to be prepaid and shall specify such selection in the
notice of such prepayment pursuant to paragraph (c) of this
Section.

     

    (c) The
Borrower shall notify the Administrative Agent by telephone (confirmed by
telecopy) of any prepayment hereunder (i) in the case of prepayment of a
LIBOR Borrowing, not later than 11:00 a.m., Local Time, three Business Days
before the date of prepayment or (ii) in the case of prepayment of an ABR
Borrowing, not later than 11:00 a.m., Local Time, one Business Day before the
date of prepayment.  Each such notice shall be irrevocable and shall
specify the prepayment date and the principal amount of the Borrowing or portion
thereof to be prepaid; provided that a
notice of optional prepayment may state that such notice is conditioned upon the
closing of another financing, in which case such notice of prepayment may be
revoked by the Borrower by notice to the Administrative Agent on or prior to the
specified prepayment date if such condition is not
satisfied.  Promptly following receipt of any such notice, the
Administrative Agent shall advise the Lenders of the contents
thereof.  Each partial prepayment of any Borrowing shall be in an
aggregate principal amount that is not less that US$5,000,000 and shall be in an
integral multiple of the Borrowing Multiple.  Each prepayment of a
Borrowing shall be applied ratably to the Loans included in the prepaid
Borrowing.  Prepayments shall be accompanied by accrued interest to
the extent required by Section 2.13.

     

    SECTION
2.12. Fees.  (a)The
Borrower agrees to pay to the Administrative Agent, for its own account, fees
payable in the amounts and at the times separately agreed upon between the
Borrower and the Administrative Agent.

     

    
      
        
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    (b) All fees
payable hereunder shall be paid in U.S. Dollars on the dates due, in immediately
available funds, to the Administrative Agent.  Fees paid shall not be
refundable under any circumstances.

     

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

     

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

     

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

     

    (d) Accrued
interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan; provided that
(i) interest accrued pursuant to paragraph (c) of this Section shall
be payable on demand, (ii) in the event of any repayment or prepayment of
any Loan, accrued interest on the principal amount repaid or prepaid shall be
payable on the date of such repayment or prepayment and (iii) in the event
of any conversion of any LIBOR Loan prior to the end of the current Interest
Period therefor, accrued interest on such Loan shall be payable on the effective
date of such conversion.

     

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

     

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

     

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

     

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

     

     

    
      
        
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    then the
Administrative Agent shall give notice thereof to the Borrower and the Lenders
by telephone or telecopy as promptly as practicable thereafter and, until the
Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a LIBOR Borrowing, as the case may be, shall
be ineffective.

     

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

     

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

     

    (ii) impose on
any Lender or the London interbank market any other condition affecting this
Agreement or LIBOR Loans made by such Lender;

     

    and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any LIBOR Loan, (or of maintaining its obligation to make
any such Loan) or to reduce the amount of any sum received or receivable by such
Lender (whether of principal, interest or otherwise), then the Borrower will pay
to such Lender, such additional amount or amounts as will compensate such
Lender, for such additional costs incurred or reduction suffered.

     

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

     

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

     

    (d) Failure
or delay on the part of any Lender to demand compensation pursuant to this
Section shall not constitute a waiver of such Lender’s right to demand such
compensation; provided that the
Borrower shall not be required to compensate a Lender pursuant to this Section
for any increased costs or reductions incurred more than 270 days prior to
the date that such Lender notifies the Borrower of the Change in Law giving rise
to such increased costs or reductions and of such Lender’s  intention
to claim compensation therefor; provided further that, if the
Change in Law giving rise to such 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
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    increased
costs or reductions is retroactive, then the 270-day period referred to above
shall be extended to include the period of retroactive effect
thereof.

     

    SECTION
2.16. Break Funding
Payments.  In the event of (a) the payment of any
principal of any LIBOR Loan other than on the last day of an Interest Period
applicable thereto (including as a result of an Event of Default), (b) the
conversion of any LIBOR Loan other than on the last day of the Interest Period
applicable thereto, (c) the failure to borrow, convert, continue or prepay
any LIBOR Loan on the date specified in any notice delivered pursuant hereto
(regardless of whether such notice may be revoked under Section 2.11(c) and is
revoked in accordance therewith) or (d) the assignment of any LIBOR Loan
other than on the last day of the Interest Period applicable thereto as a result
of a request by the Borrower pursuant to Section 2.19, then, in any such
event, the Borrower shall compensate each affected Lender for the loss, cost and
expense attributable to such event.  In the case of a LIBOR Loan, such
loss, cost or expense to any Lender shall be deemed to include an amount
determined by such Lender to be the excess, if any, of (i) the amount of
interest which would have accrued on the principal amount of such Loan had such
event not occurred, at the Adjusted LIBO Rate that would have been applicable to
such Loan, for the period from the date of such event to the last day of the
then current Interest Period therefor (or, in the case of a failure to borrow,
convert or continue, for the period that would have been the Interest Period for
such Loan), over (ii) the amount of interest which would accrue on such
principal amount for such period at the interest rate which such Lender would
bid were it to bid, at the commencement of such period, for deposits in U.S.
Dollars and of a comparable amount and period from other banks in the London
interbank market.  A certificate of any Lender setting forth any
amount or amounts that such Lender is entitled to receive pursuant to this
Section shall be delivered to the Borrower and shall be conclusive absent
manifest error.  The Borrower shall pay such Lender the amount shown
as due on any such certificate within 10 days after receipt
thereof.

     

    SECTION
2.17. Taxes.  (a)Any
and all payments by or on account of any obligation of the Borrower hereunder
shall be made free and clear of and without deduction for any Indemnified Taxes
or Other Taxes; provided that if the
Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent or 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 shall make such
deductions and (iii) the Borrower 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
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    the case
may be, on or with respect to any payment by or on account of any obligation of
the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section) and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority.  A
certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender, or by the Administrative Agent on its own 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 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), at the time or times prescribed by applicable law, such 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.

     

    SECTION
2.18. Payments Generally; Pro Rata
Treatment; Sharing of Set-offs.  (a)The Borrower shall make
each payment required to be made by it hereunder (whether of principal, interest
or fees, or of amounts payable under Section 2.15, 2.16 or 2.17, or
otherwise) in U.S. Dollars prior to 12:00 noon, Local Time, on the date
when due, in immediately available funds, without set-off or
counterclaim.  All such payments shall be made to the Administrative
Agent at its offices at 270 Park Avenue, New York, New York,
except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall
be made directly to the Persons entitled thereto, without set-off or
counterclaim.  Any amounts received after the time required to be
received hereunder on any date may, in the discretion of the Administrative
Agent, be deemed to have been received on the next succeeding Business Day for
purposes of calculating interest thereon.  The Administrative Agent
shall distribute any such payments received by it for the account of any other
Person to the appropriate recipient promptly following receipt
thereof.  If any payment hereunder shall be due on a day that is not a
Business Day, the date for payment shall be extended to the next succeeding
Business Day, and, in the case of any payment accruing interest, interest
thereon shall be payable for the period of such extension.  Any
payment required to be made by the Administrative Agent hereunder shall be
deemed to have been made by the time required if the Administrative Agent shall,
at or before such time, have taken the necessary steps to make such payment in
accordance with the regulations or operating procedures of the clearing or
settlement system used by the Administrative Agent to make such
payment.

     

     

    
      
        
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    (b) If at any
time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, interest and fees then due
hereunder, such funds shall be applied (i) first, towards payment of
interest and fees then due hereunder, ratably among the parties entitled thereto
in accordance with the amounts of interest and fees then due to such parties,
and (ii) second, towards payment of principal then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of principal
then due to such parties.

     

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

     

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

     

    (e) If any
Lender shall fail to make any payment required to be made by it pursuant to
Section 2.07(b), 2.18(d) or 9.03(c), then the Administrative Agent may, in
its discretion (notwithstanding any contrary provision hereof), apply any
amounts thereafter received by the Administrative Agent for the account of such


     

     

    
      
        
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    Lender to
satisfy such Lender’s obligations under such Sections until all such unsatisfied
obligations are fully paid.

     

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

     

    (b) If any
Lender requests compensation under Section 2.15, or if the Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, or if any
Lender defaults in its obligation to fund Loans hereunder, or if the Borrower is
entitled to replace a Lender pursuant to Section 9.02(c), then the Borrower
may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this
Agreement to an assignee that shall assume such obligations (which assignee may
be another Lender, if a Lender accepts such assignment); provided that
(i) the Borrower shall have received the prior written consent of the
Administrative Agent, which consent shall not be unreasonably withheld,
(ii) such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans and accrued interest thereon, and all other
amounts payable to it hereunder, from the assignee (to the extent of such
outstanding principal and accrued interest) or the Borrower (in the case of all
other amounts) and (iii) in the case of any such assignment resulting from
a claim for compensation under Section 2.15 or payments required to be made
pursuant to Section 2.17, such assignment will result in a reduction in
such compensation or payments.  A Lender shall not be required to make
any such assignment and delegation if, prior thereto, as a result of a waiver by
such Lender or otherwise, the circumstances entitling the Borrower to require
such assignment and delegation cease to apply.

     

     

    ARTICLE
III

     

    Representations and
Warranties

     

    The
Borrower represents and warrants to the Lenders that:

     

     

    
      
        
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    SECTION
3.01. Organization;
Powers.  Each of the Borrower and its Subsidiaries is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, has all requisite power and authority to carry
on its business as now conducted and  is qualified to do business in,
and is in good standing in, every jurisdiction where such qualification is
required, in each case except where the failure to do so, individually or in the
aggregate, would not reasonably be expected to result in a Material Adverse
Effect.

     

    SECTION
3.02. Authorization;
Enforceability.  The Transactions to be entered into by each
Loan Party are within such Loan Party’s corporate powers and have been duly
authorized by all necessary corporate and, if required, stockholder
action.  This Agreement and any promissory notes issued pursuant to
Section 2.10(e) have been duly executed and delivered by the Borrower and
constitute, and the Guarantee Agreement when executed and delivered by any Loan
Party that becomes party thereto will constitute, a legal, valid and binding
obligation of the Borrower or such Loan Party, as the case may be, enforceable
in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally
and subject to general principles of equity, regardless of whether considered in
a proceeding in equity or at law.

     

    SECTION
3.03. Governmental Approvals; No
Conflicts.  The Transactions (a) do not require any
consent or approval of, registration or filing with, or any other action by, any
Governmental Authority, except such as have been obtained or made and are in
full force and effect, (b) will not violate any applicable law or
regulation or the charter, by-laws or other organizational documents of the
Borrower or any of its Subsidiaries or any order of any Governmental Authority,
(c) will not violate or result in a default under any indenture, agreement
or other instrument binding upon the Borrower or any of its Subsidiaries or its
assets, or give rise to a right thereunder to require any payment (other than
pursuant to this Agreement) to be made by the Borrower or any of its
Subsidiaries, and (d) will not result in the creation or imposition of any
Lien on any asset of the Borrower or any of its Subsidiaries, except, with
respect to clauses (b) and (c), any such violations, defaults and payments
which, individually or in the aggregate, would not reasonably be expected to
result in a Material Adverse Effect and except, with respect to clause (d),
any such Liens set forth in Schedule 6.02.

     

    SECTION
3.04. Financial Condition; No
Material Adverse Change.  (a) The Borrower has heretofore
furnished to the Lenders (i) its consolidated balance sheet and statements of
income, stockholder’s equity and cash flows as of and for the fiscal year ended
December 29, 2007, reported on by KPMG LLP, independent public accountants, and
(ii) its condensed consolidated balance sheet as of March 22, 2008, its
condensed consolidated statements of income for the quarters ended March 22,
2008 and March 24, 2007, and its condensed consolidated statements of cash flows
for the quarters ended March 22, 2008 and March 24, 2007, certified by its
Financial Officer.  Such financial statements present fairly, in all
material respects, the financial position and results of operations and cash
flows of the Borrower and its consolidated Subsidiaries as of such dates and for
such periods in accordance with GAAP, subject to year end audit 

     

    
      
        
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    adjustments
and the absence of footnotes in the case of the statements referred to in clause
(ii) above.

     

    (b) As of the
Effective Date, there has been no material adverse change in the business,
assets, operations or condition, financial or otherwise, of the Borrower and its
Subsidiaries, taken as a whole, since December 29, 2007.

     

    SECTION
3.05. Properties.  (a)Each
of the Borrower and its Subsidiaries has good title to, or valid leasehold
interests in, all its real and personal property material to the business of the
Borrower and its Subsidiaries on a consolidated basis, except for minor defects
in title and other matters that do not interfere with their ability to conduct
their businesses on a consolidated basis as currently conducted or to utilize
such properties for their intended purposes on a consolidated
basis.

     

    (b) Each of
the Borrower and its Subsidiaries owns, or is licensed to use, all trademarks,
tradenames, copyrights, patents and other intellectual property material to the
business of the Borrower and its Subsidiaries on a consolidated basis, and the
use thereof by the Borrower and its Subsidiaries does not infringe upon the
rights of any other Person, except for any such infringements that, individually
or in the aggregate, would not reasonably be expected to result in a Material
Adverse Effect.

     

    SECTION
3.06. Litigation and Environmental
Matters.  (a)There are no actions, suits or proceedings (and,
to the knowledge of the Borrower, there are no investigations) by or before any
arbitrator or Governmental Authority pending against or, to the knowledge of the
Borrower, threatened against or affecting the Borrower or any of its
Subsidiaries (i) as to which there is a reasonable likelihood of an adverse
determination and that, if adversely determined, would reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect (other
than the Disclosed Matters) or (ii) that, other than actions, suits or
proceedings commenced by the Administrative Agent or any Lender, involve this
Agreement or the Transactions.

     

    (b) Except
for the Disclosed Matters and except with respect to any other matters that,
individually or in the aggregate, would not reasonably be expected to result in
a Material Adverse Effect, neither the Borrower nor any of its 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.

     

    (c) Since the
date of this Agreement, there has been no change in the status of the Disclosed
Matters that, individually or in the aggregate, has resulted in, or would
reasonably be expected to result in, a Material Adverse Effect.

     

    SECTION
3.07. Compliance with Laws and
Agreements.  Each of the Borrower and its Subsidiaries is in
compliance with all laws, regulations and orders of any Governmental Authority
applicable to it or its property and all indentures, 

     

    
      
        
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    agreements
and other instruments binding upon it or its property, except where the failure
to do so, individually or in the aggregate, would not reasonably be expected to
result in a Material Adverse Effect.  No Default has occurred and is
continuing.

     

    SECTION
3.08. Investment Company
Status.  Neither the Borrower nor any of its Subsidiaries
is an “investment company” as defined in, or subject to regulation under,
the Investment Company Act of 1940.

     

    SECTION
3.09. Taxes.  Each
of the Borrower and its Subsidiaries has timely filed or caused to be filed all
Tax returns and reports required to have been filed and has paid or caused to be
paid all Taxes required to have been paid by it, except (a) Taxes that are
being contested in good faith by appropriate proceedings and for which the
Borrower or such Subsidiary, as applicable, has set aside on its books adequate
reserves or (b) to the extent that the failure to do so would not
reasonably be expected to result in a Material Adverse Effect.

     

    SECTION
3.10. ERISA.  No
ERISA Event has occurred or is reasonably expected to occur that, when taken
together with all other such ERISA Events for which liability is reasonably
expected to occur, would reasonably be expected to result in a Material Adverse
Effect.  The present value of all accumulated benefit obligations of
all underfunded Plans (based on the assumptions used for purposes of Statement
of Financial Accounting Standards No. 87) did not, as of the date of the
most recent financial statements reflecting such amounts, exceed the fair market
value of the assets of all such underfunded Plans by an amount which, if it were
required to be fully paid, would reasonably be expected to result in a Material
Adverse Effect.

     

    SECTION
3.11. Disclosure.  The
Borrower has disclosed to the Lenders all agreements, instruments and corporate
or other restrictions to which it or any of its Subsidiaries is subject (to its
knowledge, in the case of those to which only its Non-Controlled Subsidiaries
are subject), and all other matters known to it, that, individually or in the
aggregate, would reasonably be expected to result in a Material Adverse Effect;
provided that
for purposes of this sentence, any information disclosed in any publicly
available filing made prior to the date of this Agreement by the Borrower with
the Securities and Exchange Commission pursuant to the rules and regulations of
the Securities and Exchange Commission shall be considered to have been
disclosed to the Lenders.  Except as set forth in Schedule 3.11,
neither the Information Memorandum nor any of the other reports, financial
statements, certificates or other information furnished by or on behalf of the
Borrower by any of its authorized representatives to the Administrative Agent or
any Lender in connection with the negotiation of this Agreement or delivered
hereunder (as modified or supplemented by other information so furnished), when
taken as a whole, contained, at the time so furnished, any material misstatement
of fact or omitted, at the time so furnished, to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made and the nature and scope of the report, financial
statement, certificate or other information being furnished, not materially
misleading; provided that, with
respect to projected financial information, the Borrower represents only that
such information 

     

     

    
      
        
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    was
prepared in good faith based upon assumptions believed to be reasonable at the
time.

     

    SECTION
3.12. Initial
Guarantors.  As of the Effective Date, there are no Principal
Domestic Subsidiaries other than the Initial Guarantors.

     

     

    ARTICLE
IV

     

    Conditions

     

    SECTION
4.01. Effective
Date.  The obligations of the Lenders to make Loans hereunder
shall not become effective until the date on which each of the following
conditions is satisfied (or waived in accordance with
Section 9.02):

     

    (a) The
Administrative Agent (or its counsel) shall have received from each party hereto
either (i) a counterpart of this Agreement signed on behalf of such party
or (ii) written evidence satisfactory to the Administrative Agent (which
may include telecopy transmission of a signed signature page of this Agreement)
that such party has signed a counterpart of this Agreement.

     

    (b) The
Administrative Agent (or its counsel) shall have received from each of the
Borrower and the Initial Guarantors either (i) a counterpart of the Guarantee
Agreement signed on behalf of such party or (ii) written evidence satisfactory
to the Administrative Agent (which may include telecopy transmission of a signed
signature page of the Guarantee Agreement) that such party has signed a
counterpart of the Guarantee Agreement.

     

    (c) The
Administrative Agent shall have received a favorable written opinion (addressed
to the Administrative Agent and the Lenders and dated the Effective Date) of
each of Mayer Brown LLP, counsel for the Loan Parties, and R. Scott Toop, Esq.,
Vice President and Associate General Counsel to the Borrower, substantially in
the form of Exhibits C-1 and C-2, respectively, and covering such other matters
relating to the Loan Parties, the Loan Documents or the Transactions as the
Required Lenders shall reasonably request.  The Borrower hereby
requests such counsel to deliver such opinions.

     

    (d) The
Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the
organization, existence and good standing of the Loan Parties, the authorization
of the Transactions and any other legal matters relating to the Loan Parties,
the Loan Documents or the Transactions, all in form and substance reasonably
satisfactory to the Administrative Agent and its counsel.

     

    (e) The
Administrative Agent shall have received a certificate, dated the Effective Date
and signed by the President, a Vice President or a Financial Officer of the
Borrower, solely in his capacity as such and not individually, confirming
compliance with the conditions set forth in paragraphs (h) and (i) of this
Section.

     

     

    
      
        
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    (f) The
Administrative Agent shall have received all fees and other amounts due and
payable on or prior to the Effective 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.

     

    (g) To the
extent requested, the Lenders shall have received all documentation and other
information required by bank regulatory authorities under applicable “know your
customer” and anti-money laundering rules and regulations, including information
required under the Act.

     

    (h) The
representations and warranties of the Borrower set forth in this Agreement shall
be true and correct (or, in the case of any representation or warranty not
qualified as to materiality, true and correct in all material respects) on and
as of the date of the Effective Date, except to the extent that any such
representations and warranties expressly relate to an earlier date in which case
any such representations and warranties shall be true and correct (or, in the
case of any such representation or warranty not qualified as to materiality,
true and correct in all material respects) at and as of such earlier
date.

     

    (i) At the
time of and immediately after giving effect to the Borrowing to be made on the
Effective Date, no Default shall have occurred and be continuing.

     

    The
Administrative Agent shall notify the Borrower and the Lenders of the Effective
Date, and such notice shall be conclusive and
binding.  Notwithstanding the foregoing, the obligations of the
Lenders to make Loans hereunder shall not become effective unless each of the
foregoing conditions is satisfied (or waived pursuant to Section 9.02) at
or prior to 3:00 p.m., Local Time, on July, 15, 2008 (and, in the event
such conditions are not so satisfied or waived, the Commitments shall terminate
at such time).

     

     

    ARTICLE
V

     

    Affirmative
Covenants

     

    Until the
Commitments have expired or been terminated and the principal of and interest on
each Loan and all fees payable hereunder shall have been paid in full, the
Borrower covenants and agrees with the Lenders that:

     

    SECTION
5.01. Financial Statements and
Other Information.  The Borrower will furnish to the
Administrative Agent (with sufficient copies for each Lender):

     

    (a) within
90 days after the end of each fiscal year of the Borrower, its audited
consolidated balance sheet and related statements of operations, stockholders’
equity and cash flows as of the end of and for such year, setting forth in each
case in comparative form the figures for the previous fiscal year, all reported
on by KPMG LLP or other independent public accountants of recognized national
standing (without a “going concern” or like qualification or 

     

     

    
      
        
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    exception
and without any qualification or exception as to the scope of such audit) to the
effect that such consolidated financial statements present fairly 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 (identifying in an explanatory paragraph any material accounting
changes); provided that
delivery of the Borrower’s form 10-K containing the information required to be
contained therein pursuant to the rules and regulations of the Securities and
Exchange Commission, including the financial statements described above reported
on by KPMG LLP or other independent public accountants of recognized national
standing (without a “going concern” or like qualification or exception and
without any qualification or exception as to the scope of such audit), shall be
deemed to satisfy the requirements of this clause (a);

     

    (b) within
45 days after the end of each of the first three fiscal quarters of each
fiscal year of the Borrower, its condensed consolidated balance sheet and
related statements of operations, stockholders’ equity and cash flows as of the
end of and for such fiscal quarter and the then elapsed portion of the fiscal
year, setting forth in each case in comparative form the figures for the
corresponding period or periods of (or, in the case of the balance sheet, as of
the end of) the previous fiscal year, all certified by one of its Financial
Officers as presenting fairly 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 and the absence of footnotes; provided that
delivery of the Borrower’s Form 10-Q, containing the information required
to be contained therein pursuant to the rules and regulations of the Securities
and Exchange Commission, together with the certificate of a Financial Officer as
described above, shall be deemed to satisfy the requirements of this
clause (b);

     

    (c) concurrently
with any delivery of financial statements under clause (a) or
(b) above, a certificate of a Financial Officer of the Borrower
(i) certifying as to whether a Default has occurred and, if a Default has
occurred, specifying the details thereof and any action taken or proposed to be
taken with respect thereto, (ii) setting forth reasonably detailed
calculations demonstrating compliance with Sections 6.01, 6.09 and 6.10
(including any adjustments necessary to reflect the existence of any Excluded
Subsidiaries) and (iii) stating whether any material change in GAAP or in
the application thereof has occurred since the date of the audited financial
statements referred to in Section 3.04 and, if any such change has
occurred, specifying the effect of such change on the financial statements
accompanying such certificate;

     

    (d) concurrently
with any delivery of financial statements under clause (a) above, a
certificate of the accounting firm that reported on such financial statements
stating whether they obtained knowledge during the course of their examination
of such financial statements of any Default (which certificate may be limited to
the extent required by accounting rules or guidelines);

     

    (e) promptly
after the same become publicly available, copies of all periodic and other
reports, proxy statements and other materials filed by the Borrower or any
Subsidiary with the Securities and Exchange Commission, or any Governmental


     

     

    
      
        
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    Authority
succeeding to any or all of the functions of said Commission, or with any
national securities exchange, or distributed by the Borrower to its shareholders
generally, as the case may be; and

     

    (f) promptly
following any request therefor, such other information regarding the operations,
business affairs and financial condition of the Borrower or any Subsidiary, or
compliance with the terms of this Agreement, as the Administrative Agent or any
Lender may reasonably request; provided that any
request by a Lender for any information pursuant to this clause (f) shall
be made through the Administrative Agent.

     

    Any
financial statement, report, proxy statement or other material required to be
delivered pursuant to clause (a), (b) or (e) of this Section shall be deemed to
have been furnished to the Administrative Agent and each Lender on the date that
the Borrower notifies the Administrative Agent that such financial statement,
report, proxy statement or other material is posted on the Securities and
Exchange Commission’s website at www.sec.gov; provided that the
Administrative Agent will promptly inform the Lenders of any such notification
by the Borrower; provided further that, the
Borrower will furnish paper copies of such financial statement, report, proxy
statement or material to the Administrative Agent or any Lender that requests,
by notice to the Borrower, that the Borrower do so, until the Borrower receives
notice from the Administrative Agent or such Lender, as applicable, to cease
delivering such paper copies.

     

    SECTION
5.02. Notices of Material
Events.  The Borrower will furnish to the Administrative Agent
written notice of any of the following promptly after a Financial Officer or
other executive officer of the Borrower becomes aware thereof:

     

    (a) the
occurrence of any Default;

     

    (b) the
filing or commencement of any action, suit or proceeding by or before any
arbitrator or Governmental Authority against or affecting the Borrower or any
Affiliate thereof that, if adversely determined, would 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 its Subsidiaries in an aggregate amount exceeding
US$100,000,000; and

     

    (d) any other
development (except any change in general economic conditions) that results in,
or would reasonably be expected to result in, a Material Adverse
Effect.

     

    Each
notice delivered under this Section shall be accompanied by a statement of a
Financial Officer or other executive officer of the Borrower setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

     

     

    
      
        
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    SECTION
5.03. Existence; Conduct of
Business.  The Borrower will, and will cause each of its
Subsidiaries to, do or cause to be done all things necessary to preserve, renew
and keep in full force and effect its legal existence and the rights, licenses,
permits, privileges and franchises material to the conduct of the business of
the Borrower and its Subsidiaries on a consolidated basis; provided that the
foregoing shall not prohibit any merger, consolidation, liquidation, dissolution
or sale of assets permitted under Section 6.03.

     

    SECTION
5.04. Payment of
Obligations.  The Borrower will, and will cause each of its
Subsidiaries to, pay its obligations, including Tax liabilities, that, if not
paid, would reasonably be expected to result in a Material Adverse Effect before
the same shall become delinquent or in default, except where (a) the
validity or amount thereof is being contested in good faith by appropriate
proceedings, (b) the Borrower or such Subsidiary has set aside on its books
adequate reserves with respect thereto in accordance with GAAP and (c) the
failure to make payment pending such contest would not reasonably be expected to
result in a Material Adverse Effect.

     

    SECTION
5.05. Maintenance of Properties;
Insurance.  The Borrower will, and will cause each of its
Subsidiaries to, (a) keep and maintain all property material to the conduct
of their business on a consolidated basis in good working order and condition,
ordinary wear and tear excepted, and (b) maintain, with financially sound
and reputable insurance companies (or pursuant to self-insurance arrangements
that are consistent with those used by other companies that are similarly
situated), insurance in such amounts and against such risks as are customarily
maintained by companies engaged in the same or similar businesses operating in
the same or similar locations.

     

    SECTION
5.06. Books and Records;
Inspection Rights.  The Borrower will, and will cause each of
its Subsidiaries to, keep proper books of record and account in which full, true
and correct entries are made of all dealings and transactions in relation to its
business and activities.  The Borrower will, and will cause each of
its Subsidiaries to, permit any representatives designated by the Administrative
Agent or any Lender, upon reasonable prior notice, to visit and inspect its
properties, to examine and make extracts from its books and records, and to
discuss its affairs, finances and condition with its officers and independent
accountants, all during normal business hours; provided that in the
case of any Lender, unless an Event of Default has occurred and is continuing,
the Borrower shall not be required to permit any such visits by such Lender or
its representatives pursuant to this Section more than once during any calendar
year (and the Lenders will exercise reasonable efforts to coordinate such visits
through the Administrative Agent).

     

    SECTION
5.07. Compliance with
Laws.  The Borrower will, and will cause each of its
Subsidiaries to, comply with all laws, rules, regulations and orders of any
Governmental Authority applicable to it or its property, except where the
failure to do so, individually or in the aggregate, would not reasonably be
expected to result in a Material Adverse Effect.

     

     

    
      
        
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    SECTION
5.08. Use of
Proceeds.  The proceeds of all Loans will be used only for
general corporate purposes, including acquisitions.  No part of the
proceeds of any Loan will be used, whether directly or indirectly, for any
purpose that entails a violation of any of the Regulations of the Board,
including Regulations U and X.

     

    SECTION
5.09. Principal Domestic
Subsidiaries.  Promptly after any Subsidiary (including any
Subsidiary formed or acquired after the date of execution and delivery of this
Agreement) that is not a Guarantor becomes a Principal Domestic Subsidiary, the
Borrower will cause such Subsidiary to enter into the Guarantee Agreement and
become a Guarantor as provided in the Guarantee Agreement; provided that (a) the
foregoing shall not apply to any Securitization Subsidiary and (b) this Section
shall not apply after all the Guarantees under the Guarantee Agreement have been
released and terminated pursuant to Section 11 thereof.

     

     

    ARTICLE
VI

     

    Negative
Covenants

     

    Until the
Commitments have expired or terminated and the principal of and interest on each
Loan and all fees payable hereunder have been paid in full, the Borrower
covenants and agrees with the Lenders that:

     

    SECTION
6.01. Subsidiary
Indebtedness.  The Borrower will not permit the aggregate
principal amount of Indebtedness of its Domestic Subsidiaries (excluding
(a) any Indebtedness of a Domestic Subsidiary owed to the Borrower or
another Domestic Subsidiary, (b) any Indebtedness of a Guarantor, so long
as its Guarantee under the Guarantee Agreement remains in effect, (c) any
Indebtedness of a Securitization Subsidiary that is included in calculating the
Securitization Amount, (d) any Guarantee by a Domestic Subsidiary of
Indebtedness of a Foreign Subsidiary, if the assets of such Domestic Subsidiary
consist solely of investments in Foreign Subsidiaries and a de minimis amount of
other assets and (e) Indebtedness existing as of the Revolving Agreement Closing
Date and set forth on Schedule 6.01, but including (except as provided in clause
(d) above) any Guarantee by a Domestic Subsidiary (other than a Guarantor) of
Indebtedness of any other Person, including the Borrower, a Guarantor or a
Foreign Subsidiary) at any time to exceed US$200,000,000.

     

    SECTION
6.02. Liens.  The
Borrower will not, and will not permit any Subsidiary to, create, incur, assume
or permit to exist any Lien on any property or asset now owned or hereafter
acquired by it, or assign or sell any income or revenues (including accounts
receivable) or rights in respect of any thereof, except:

     

    (a) Permitted
Encumbrances;

     

    (b) any Lien
on any property or asset of the Borrower or any Domestic Subsidiary existing on
the Revolving Agreement Closing Date; provided that
(i) such Lien shall not apply to any other property or asset of the
Borrower or any Subsidiary and (ii) such Lien shall secure only those
obligations which it secures on the Revolving 

     

    
      
        
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    Agreement
Closing Date and refinancings, extensions, renewals and replacements thereof
that do not increase the outstanding principal amount thereof; provided further that, any
such Lien securing obligations in excess of US$2,000,000 shall not be permitted
under this clause (b) unless such Lien is set forth in
Schedule 6.02;

     

    (c) any Lien
existing on any property or asset prior to the acquisition thereof by the
Borrower or any Subsidiary or existing on any property or asset of any Person
that becomes a Subsidiary after the Revolving Agreement Closing Date prior to
the time such Person becomes a Subsidiary; provided that
(i) such Lien is not created in contemplation of or in connection with such
acquisition or such Person becoming a Subsidiary, as the case may be,
(ii) such Lien shall not apply to any other property or assets of the
Borrower or any Subsidiary and (iii) such Lien shall secure only those
obligations which it secures on the date of such acquisition or the date such
Person becomes a Subsidiary, as the case may be and extensions, renewals and
replacements thereof that do not increase the outstanding principal amount
thereof;

     

    (d) Liens on
fixed or capital assets (including equipment) acquired, constructed or improved
after the Revolving Agreement Closing Date by the Borrower or any Subsidiary;
provided that
(i) such security interests secure Indebtedness incurred to finance the
acquisition, construction or improvement of such fixed or capital assets,
(ii) such security interests and the Indebtedness secured thereby are
incurred prior to or within 90 days after such acquisition or the
completion of such construction or improvement, (iii) the Indebtedness
secured thereby does not exceed 90% of the cost of acquiring, constructing or
improving such fixed or capital assets and (iv) such security interests
shall not apply to any other property or assets of the Borrower or any
Subsidiary;

     

    (e) Liens
securing Capital Lease Obligations arising out of Sale and Lease-Back
Transactions; provided that
(i) such Sale and Lease-Back Transaction is consummated within 90 days
after the purchase by the Borrower or a Subsidiary of the property or assets
which are the subject of such Sale and Lease-Back Transaction and (ii) such
Liens do not at any time encumber any property or assets other than the property
or assets that are the subject of such Sale and Lease-Back
Transaction;

     

    (f) any Lien
on any property or asset of any Subsidiary securing obligations in favor of the
Borrower or any other Subsidiary;

     

    (g) any Lien
on any property or asset of any Foreign Subsidiary securing obligations of any
Foreign Subsidiary; and

     

    (h) Permitted
Securitization Transactions, Liens arising in connection with any Permitted
Securitization Transaction and other Liens not otherwise permitted by the
foregoing clauses of this Section; provided that the
Lien Basket Amount shall not at any time exceed 15% of the Consolidated Net
Tangible Assets of the Borrower.

     

    SECTION
6.03. Fundamental
Changes.  (a)The Borrower will not, and will not permit any
Subsidiary to, merge into or consolidate with any other Person, or 

     

    
      
        
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    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 of the Borrower and the Subsidiaries (taken
as a whole), or liquidate or dissolve, except that, if at the time thereof and
immediately after giving effect thereto no Event of Default shall have occurred
and be continuing and no Default shall result therefrom (i) any Person may
merge into the Borrower in a transaction in which the Borrower is the surviving
corporation, (ii) any Person may merge with any Subsidiary in a transaction
in which the surviving entity is a Subsidiary, (iii) any Subsidiary may
liquidate or dissolve if the Borrower determines in good faith that such
liquidation or dissolution is in the best interests of the Borrower and is not
materially disadvantageous to the Lenders and (iv) this Section shall not
be construed to restrict Permitted Securitization Transactions; provided that for
purposes of this Section 6.03, one or more Refranchising Transactions shall not
constitute the sale, transfer or disposition of all or substantially all of the
assets of the Borrower and the Subsidiaries.

     

    (b) A
substantial majority of the business engaged in by the Borrower and its
Subsidiaries will continue to be businesses of the type conducted by the
Borrower and its Subsidiaries on the Revolving Agreement Closing Date and
businesses reasonably related thereto; provided that the
foregoing shall not be construed to restrict the conduct of businesses that are
limited to serving the Borrower and its Subsidiaries and their respective
franchisees and licensees, such as the creation of Subsidiaries to conduct
insurance or inventory purchasing activities for the Borrower and its
Subsidiaries and their respective franchisees and licensees.

     

    SECTION
6.04. [Intentionally
omitted.]

     

    SECTION
6.05. Hedging
Agreements.  The Borrower will not, and will not permit any of
its Subsidiaries to, enter into any Hedging Agreement or commodity price
protection agreement or other commodity price hedging arrangement, other than
Hedging Agreements, commodity price protection agreements and other commodity
price hedging arrangements entered into in the ordinary course of business to
hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in
the conduct of its business or the management of its liabilities.

     

    SECTION
6.06. [Intentionally
omitted.]

     

    SECTION
6.07. Transactions with
Affiliates.  The Borrower will not, and will not permit any of
its Subsidiaries to, sell, lease or otherwise transfer any property or assets
to, or purchase, lease or otherwise acquire any property or assets from, or
otherwise engage in any other transactions with, any of its then Affiliates,
except (a) in the ordinary course of business for consideration 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
(including pursuant to joint venture agreements entered into after the Effective
Date with third parties that are not Affiliates), (b) transactions between
or among the Borrower and its wholly owned Subsidiaries or between or among
wholly owned Subsidiaries, in each case not involving any other Affiliate,
(c) the Borrower may declare and pay dividends with respect to its capital
stock payable solely 

     

     

    
      
        
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    in
additional shares of its capital stock, (d) the Borrower and its
Subsidiaries may make Equity Payments in respect of any of their respective
Equity Interests, or pursuant to or in accordance with stock option plans or
employee benefit plans for management or employees of the Borrower and its
Subsidiaries and (e) the foregoing shall not prevent the Borrower or any
Subsidiary from performing its obligations under agreements existing on the
Revolving Agreement Closing Date between the Borrower or any of its Subsidiaries
and any joint venture of the Borrower or any of its Subsidiaries in accordance
with the terms of such agreements as in effect on the Revolving Agreement
Closing Date or pursuant to amendments or modifications to any such agreements
that are not adverse to the interests of the Lenders.

     

    SECTION
6.08. Issuances of Equity
Interests by Principal Domestic Subsidiaries.  The Borrower
will not permit any Principal Domestic Subsidiary to issue any additional Equity
Interest in such Principal Domestic Subsidiary other than (a) to the
Borrower, (b) to another Subsidiary in which the Borrower owns, directly or
indirectly, a percentage interest not less than the percentage interest owned in
the Principal Domestic Subsidiary issuing such Equity Interest, (c) any
such issuance that does not reduce the Borrower’s direct or indirect percentage
ownership interest in such Principal Domestic Subsidiary and (d) issuances
of Equity Interests after the Revolving Agreement Closing Date which are not
otherwise permitted by the foregoing clauses of this Section, provided that the
aggregate consideration received therefor (net of all consideration paid in
connection with all repurchases or redemptions thereof) does not exceed
US$100,000,000 during the period subsequent to the Revolving Agreement Closing
Date.

     

    SECTION
6.09. Leverage
Ratio.  The Borrower will not permit the Leverage Ratio as of
any date to exceed 2.75 to 1.0.

     

    SECTION
6.10. Fixed Charge Coverage
Ratio.  The Borrower will not permit the Fixed Charge Coverage
Ratio for any period of four consecutive fiscal quarters ending after the
Effective Date to be less than 1.40 to 1.00.

     

    SECTION
6.11. Sale and Lease-Back
Transactions.  The Borrower will not, and will not permit any
of its Domestic Subsidiaries to, enter into any arrangement, directly or
indirectly, whereby it shall sell or transfer any property, real or personal,
used or useful in its business, whether now owned or hereinafter acquired, and
thereafter rent or lease such property or other property that it intends to use
for substantially the same purpose or purposes as the property sold or
transferred (a “Sale
and Lease-Back Transaction”), except (a) any Sale and Lease-Back
Transaction consummated within 90 days after the purchase by the Borrower
or a Domestic Subsidiary of the property or assets (other than assets acquired
pursuant to any Permitted Acquisition) which are the subject of such Sale and
Lease-Back Transaction and (b) other Sale and Lease-Back Transactions
consummated after the Revolving Agreement Closing Date; provided that any
Sale and Lease-Back Transaction permitted by clause (b) above shall be
subject to compliance with the limitation set forth in the proviso to
clause (h) of Section 6.02.

     

     

    
      
        
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    ARTICLE
VII

     

    Events of
Default

     

    SECTION
7.01. Events of
Default.  If any of the following events (“Events of Default”)
shall occur:

     

    (a) the
Borrower shall fail to pay any principal of any Loan payable by it 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 otherwise;

     

    (b) the
Borrower shall fail to pay any interest on any Loan or any fee or any other
amount (other than an amount referred to in clause (a) of this
Article) payable by it under this Agreement, when and as the same shall become
due and payable, and such failure shall continue unremedied for a period of five
days;

     

    (c) any
representation or warranty made or deemed made by or on behalf of the Borrower
or any Subsidiary in or in connection with this Agreement or any amendment or
modification hereof or waiver hereunder, or in any report, certificate,
financial statement or other document furnished pursuant to or in connection
with this Agreement or any amendment or modification hereof or waiver hereunder,
shall prove to have been incorrect in any material respect when made or deemed
made;

     

    (d) the
Borrower shall fail to observe or perform any covenant, condition or agreement
contained in Section 5.02, 5.03 (with respect to the Borrower’s existence)
or 5.08 or in Article VI;

     

    (e) the
Borrower shall fail to observe or perform any covenant, condition or agreement
contained in this Agreement (other than those specified in clause (a), (b)
or (d) of this Article), and such failure shall continue unremedied for a period
of 30 days after notice thereof from the Administrative Agent to the
Borrower (which notice will be given at the request of any Lender);

     

    (f) the
Borrower or any Subsidiary shall fail to make any payment (whether of
principal or interest and regardless of amount) in respect of any Material
Indebtedness, when and as the same shall become due and payable;

     

    (g) any event
or condition occurs that results in any Material Indebtedness becoming due prior
to its scheduled maturity; provided that this
clause (g) shall not apply to (i) Indebtedness that becomes due as a
result of the voluntary sale or transfer of property or assets by the Borrower
or a Subsidiary or (ii) any amount that becomes due under a Hedging
Agreement as a result of the termination thereof, other than a termination by
the applicable counterparty attributable to an event or condition that
constitutes or is in the nature of an event of default in respect of the
Borrower or a Subsidiary;

     

    (h) [Intentionally
omitted];

     

     

    
      
        
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    (i) subject
to Section 7.02, an involuntary proceeding shall be commenced or an
involuntary petition shall be filed seeking (i) liquidation, reorganization
or other relief in respect of the Borrower or any Subsidiary or its debts, or of
a substantial part of its assets, under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect
or (ii) the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Borrower  or any Subsidiary or
for a substantial part of its assets, and, in any such case, 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;

     

    (j) subject
to Section 7.02, the Borrower or any Subsidiary shall (i) voluntarily
commence any proceeding or file any petition seeking liquidation, reorganization
or other relief under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect, (ii) consent to the
institution of, or fail to contest in a timely and appropriate manner, any
proceeding or petition described in clause (h) of this Article,
(iii) apply for or consent to the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for the
Borrower  or any Subsidiary or for a substantial part of its assets,
(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 or (vi) take any action for the purpose of effecting
any of the foregoing;

     

    (k) subject
to Section 7.02, the Borrower or any Subsidiary shall become unable, admit
in writing its inability or fail generally to pay its debts as they become
due;

     

    (l) subject
to Section 7.02, one or more judgments for the payment of money in an
aggregate amount in excess of US$100,000,000 (excluding amounts believed in good
faith by the Borrower to be covered by insurance from financially sound
insurance companies) shall be rendered against 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 attach or levy
upon any assets of the Borrower or any Subsidiary to enforce any such
judgment;

     

    (m) an ERISA
Event shall have occurred that, when taken together with all other ERISA Events
that have occurred, would reasonably be expected to result in a Material Adverse
Effect;

     

    (n) a Change
in Control shall occur; or

     

    (o) any
Guarantee by any Guarantor under the Guarantee Agreement shall be determined by
a court of competent jurisdiction, or shall be asserted by the Borrower or a
Guarantor, to be unenforceable, or any Guarantor shall fail to observe or
perform any material covenant, condition or agreement contained in the Guarantee
Agreement; provided that the
foregoing shall not apply with respect to the termination of any or all the
Guarantees under the Guarantee Agreement pursuant to Section 11 thereof or
Section 9.02(b) hereof;

     

     

    
      
        
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    then, and
in every such event (other than an event with respect to the Borrower described
in clause (i) or (j) of this Article), 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 any or all of the
following actions, at the same or different times:  (i) terminate
the Commitments, and thereupon the Commitments shall terminate immediately,
(ii) declare the Loans then outstanding to be due and payable in whole (or
in part, in which case any principal not so declared to be due and payable may
thereafter be declared to be due and payable), and thereupon the principal of
the Loans so declared to be due and payable, together with accrued interest
thereon and all fees and other obligations of the Borrower accrued hereunder,
shall become due and payable immediately, without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Borrower, and
(iii) enforce its rights under the Guarantee Agreement on behalf of the
Lenders; and in case of any event with respect to the Borrower described in
clause (i) or (j) of this Article, the Commitments shall automatically
terminate and the principal of the Loans then outstanding, together with accrued
interest thereon and all fees and other obligations of the Borrower accrued
hereunder, shall automatically become due and payable, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Borrower.

     

    SECTION
7.02. Exclusion of Immaterial
Subsidiaries.  Solely for purposes of determining whether a
Default has occurred under clause (i), (j), (k) or (l) of
Section 7.01, any reference in any such clause to any “Subsidiary” shall be
deemed not to include any Subsidiary affected by any event or circumstance
referred to in any such clause that (a) is not a Principal Domestic
Subsidiary, (b) does not have consolidated assets accounting for more than
3% of the consolidated assets of the Borrower and its Subsidiaries, (c) did
not, for the most recent period of four consecutive fiscal quarters, have
consolidated revenues accounting for more than 3% of the consolidated revenues
of the Borrower and its Subsidiaries and (d) did not, for the most recent
period of four consecutive fiscal quarters, have Consolidated EBITDAR in an
amount exceeding 3% of the Borrower’s Consolidated EBITDAR for such period;
provided that
if it is necessary to exclude more than one Subsidiary from clause (i),
(j), (k) and (l) of Section 7.01 pursuant to this Section in order to avoid
a Default thereunder, all excluded Subsidiaries shall be considered to be a
single consolidated Subsidiary for purposes of determining whether the
conditions specified in clauses (b), (c) and (d) above are
satisfied.

     

     

    ARTICLE
VIII

     

    The Administrative
Agent

     

    Each of
the Lenders hereby irrevocably appoints the Administrative Agent as its agent
and authorizes the Administrative Agent to take such actions on its behalf and
to exercise such powers as are delegated to the Administrative Agent by the
terms of the Loan Documents, together with such actions and powers as are
reasonably incidental thereto.

     

     

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

     

    The bank
serving as the Administrative Agent shall not have any duties or obligations
except those expressly set forth in the Loan Documents.  Without
limiting the generality of the foregoing, (a) the Administrative Agent
shall not be subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and is continuing, (b) the Administrative
Agent shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated by the Loan Documents that the Administrative 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 9.02), and (c) except as expressly set forth in the Loan
Documents, the Administrative Agent shall not have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to the
Borrower or any of its Subsidiaries that is communicated to or obtained by the
bank serving as the Administrative Agent or any of its Affiliates in any
capacity.  The Administrative Agent shall not be liable for any action
taken or not taken by it 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 9.02) or in the absence of
its own gross negligence or wilful misconduct.  The Administrative
Agent shall be deemed not to have knowledge of any Default unless and until
written notice thereof is given to the Administrative Agent by the Borrower or a
Lender, and the Administrative Agent shall not be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with 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 the Administrative Agent.

     

    The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person.  The
Administrative Agent also may rely upon any statement made to it orally or by
telephone and believed by it to be made by the proper Person, and shall not
incur any liability for relying thereon.  The Administrative Agent may
consult with legal counsel (who may be counsel for a Loan Party), 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.

     

     

    
      
        
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    The
Administrative 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 the
Administrative Agent.  The Administrative Agent and any such sub-agent
may perform any and all its duties and exercise its rights and powers 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 the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facility provided for herein as well as activities as Administrative
Agent.

     

    Subject
to the appointment and acceptance of a successor Administrative Agent, as
provided in this paragraph, the Administrative Agent may resign at any time by
notifying the Lenders and the Borrower.  Upon any such resignation,
the Required Lenders shall have the right, with the consent of the Borrower
(which consent shall not be unreasonably withheld, and shall not be required so
long as any Event of Default set forth in clause (i) or (j) of
Section 7.01 has occurred and is continuing), 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 Administrative Agent gives notice of its resignation, then
such retiring Administrative Agent may, on behalf of the Lenders, appoint a
successor Administrative Agent which shall be a bank with an office in
New York, New York, or an Affiliate of any such bank.  Upon
the acceptance of its appointment as Administrative Agent hereunder by a
successor, such successor shall succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder.  The fees payable by the Borrower to a
successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrower and such
successor.  After the Administrative Agent’s resignation hereunder,
the provisions of this Article and Section 9.03 shall continue in effect
for the benefit of such retiring Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while it was acting as Administrative Agent.

     

    Each
Lender acknowledges that it has, independently and without reliance upon either
the Administrative Agent 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 either the Administrative
Agent 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, any other Loan
Document or related agreement or any document furnished hereunder or
thereunder.

     

    Each
party hereto agrees and acknowledges that the Arranger does not have any duties
or responsibilities in its capacity as Arranger hereunder and shall not have, or
become subject to, any liability hereunder in such capacity.

     

     

    
      
        
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    ARTICLE
IX

     

    Miscellaneous

     

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

     

    (i) if to the
Borrower, to it at Yum! Brands, Inc., 1900 Colonel Sanders Lane, Louisville, KY
40213-1963, Attention of Tim Jerzyk, Senior Vice President and Treasurer
(Telecopy No. (502) 874-2410);

     

    (ii) if to the
Administrative Agent, to JPMorgan Chase Bank, N.A., Loan and Agency Services
Group, 1111 Fannin, 10th Floor,
Houston, TX 77002-6924, Attention of Cherry Arnaez (Telecopy No. (713)
750-2782), with a copy to JPMorgan Chase Bank, N.A., 270 Park Avenue, 4th Floor,
New York, NY 10017, Attention of Barry K. Bergman  (Telecopy
No. (212) 270-3279); and

     

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

     

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

     

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

     

    SECTION
9.02. Waivers;
Amendments.  (a)No failure or delay by the Administrative Agent
or any Lender in exercising any right or power 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 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 any Loan Document or consent to any departure by any Loan Party therefrom
shall in any event be effective unless the same shall be permitted by


     

    
      
        
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    paragraph (b)
of this Section, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given.  Without
limiting the generality of the foregoing, the making of a Loan shall not be
construed as a waiver of any Default, regardless of whether the Administrative
Agent or any Lender may have had notice or knowledge of such Default at the
time.

     

    (b) Neither
this Agreement nor any other Loan Document nor any provision thereof may be
waived, amended or modified except, in the case of this Agreement, pursuant to
an agreement or agreements in writing entered into by the Borrower and the
Required Lenders or, in the case of any other Loan Document, pursuant to an
agreement or agreements in writing entered into by the Administrative Agent and
the Loan Party or Loan Parties that are parties thereto, in each case with the
consent of the Required Lenders; provided that no such
agreement shall (i) increase the Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any
Loan or reduce the rate of interest thereon, or reduce any fees payable
hereunder, without the written consent of each Lender affected thereby,
(iii) postpone the scheduled date of payment of the principal amount of any
Loan, or any interest thereon, or any fees payable hereunder, or reduce the
amount of, waive or excuse any such payment, or postpone the scheduled date of
expiration of any Commitment, without the written consent of each Lender
affected thereby, (iv) change Section 2.18(b) or (c) in a manner
that would alter the pro rata sharing of payments required thereby, in each case
without the written consent of each Lender, or (v) change any of the
provisions of this Section or the definition of “Required Lenders” or any other
provision of any Loan Document specifying the number or percentage of Lenders
required to waive, amend or modify any rights thereunder or make any
determination or grant any consent thereunder, without the written consent of
each Lender; provided further that, no such
agreement shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent hereunder without the prior written consent of the
Administrative Agent.

     

    (c) If, in
connection with any proposed waiver, amendment or modification of this Agreement
or any other Loan Document or any provision hereof or thereof, the consent of
one or more of the Lenders whose consent is required is not obtained, then the
Borrower shall have the right to replace each such non-consenting Lender with
one or more assignees pursuant to Section 2.19(b); provided that at the
time of such replacement, each such assignee consents to the proposed waiver,
amendment or modification.

     

    SECTION
9.03. Expenses; Indemnity; Damage
Waiver.  (a)The Borrower  shall pay (i) all
reasonable out-of-pocket expenses incurred by the Administrative Agent, the
Arranger and their respective Affiliates, including the reasonable fees, charges
and disbursements of Cravath, Swaine & Moore LLP, counsel for the
Administrative Agent and the Arranger, in connection with the syndication of the
credit facility provided for herein, the preparation and administration of the
Loan Documents or any amendments, modifications or waivers of the provisions
thereof (whether or not the transactions contemplated hereby or thereby shall be
consummated) and (ii) all out-of-pocket expenses incurred by either the
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    charges
and disbursements of any counsel for the Administrative Agent or any Lender, in
connection with the enforcement or protection of its rights in connection with
the Loan Documents, including its rights under this Section, or in connection
with the Loans made hereunder, including all such out-of-pocket expenses
incurred during any workout, restructuring or negotiations in respect of such
Loans.

     

    (b) The
Borrower shall indemnify the Administrative Agent, the Arranger, each Lender,
and each Related Party of any of the foregoing Persons (each such Person being
called an “Indemnitee”) against,
and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including the fees, charges and disbursements
of any counsel for any Indemnitee, incurred by or asserted against any
Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of any Loan Document or any other agreement or instrument
contemplated hereby, the performance by the parties to the Loan Documents of
their respective obligations thereunder or the consummation of the Transactions
or any other transactions contemplated hereby, (ii) any Loan or the use of
the proceeds therefrom, (iii) any actual or alleged presence or Release of
Hazardous Materials on or from any property owned or operated by the Borrower or
any of its Subsidiaries, or any Environmental Liability related in any way to
the Borrower or any of its Subsidiaries, or (iv) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether
any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available (A) 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 (it being understood that, for purposes of this clause, each of the
Arranger, the Administrative Agent or a Lender, on the one hand, and their
respective officers, directors, employees, agents and controlling persons, on
the other hand, shall be considered to be a single party seeking
indemnification) or (B) with respect to any amounts paid pursuant to any
settlement made by such Indemnitee without the consent of the Borrower, which
consent shall not be unreasonably withheld.

     

    (c) To the
extent that the Borrower fails to pay any amount required to be paid by it to
the Administrative Agent under paragraph (a) or (b) of this Section, each
Lender severally agrees to pay to the Administrative Agent such Lender’s
Applicable Percentage (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 in its capacity as such.  Any payment by a Lender
hereunder shall not relieve the Borrower of its liability in respect
thereof.

     

    (d) To the
extent permitted by applicable law, the Borrower shall not assert, and 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
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    agreement
or instrument contemplated hereby, the Transactions or any Loan or the use of
the proceeds thereof.

     

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

     

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

     

    (b) (i)
Subject to the conditions set forth in paragraph (b)(ii) below, any Lender
may assign to one or more assignees all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitment
or Loans at the time owing to it) with the prior written consent (such consent
not to be unreasonably withheld) of:

     

    (A) the
Borrower; provided that no
consent of the Borrower shall be required for an assignment to a Lender, an
Affiliate of a Lender, an Approved Fund (as defined below) with respect to a
Lender or, if an Event of Default has occurred and is continuing, any other
assignee; and

     

    (B) the
Administrative Agent; provided that no
consent of the Administrative Agent shall be required for an assignment to an
assignee that is (i) a Lender immediately prior to giving effect to such
assignment, (ii) an Affiliate of any such Lender or (iii) an Approved Fund with
respect to such Lender.

     

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

     

    (A) except in
the case of an assignment to a Lender or an Affiliate of a Lender or an
assignment of the entire remaining amount of the assigning Lender’s Commitment
or Loans, the amount of the Commitment or outstanding principal amount of the
Loans of the assigning Lender subject to each such assignment (determined as of
the date the Assignment and Assumption with respect to such assignment is
delivered to the Administrative Agent) shall not be less than US$5,000,000
unless each of the Borrower and the Administrative Agent otherwise consent;
provided that
no such consent of the Borrower shall be required if an Event of Default has
occurred and is continuing;

     

     

    
      
        
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        51

      

    

     

    (B) each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender’s rights and obligations under this Agreement;

     

    (C) the
parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment and Assumption, together with a processing and recordation fee of
US$3,500;

     

    (D) the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent
an Administrative Questionnaire; and

     

    (E) in the
case of an assignment by a Lender to a CLO (as defined below) administered or
managed by such Lender or by an Affiliate of such Lender, the assigning Lender
may retain the sole right to approve any amendment, modification or waiver of
any provision of this Agreement, provided that the
Assignment and Assumption between such Lender and such CLO may provide that such
Lender will not, without the consent of such CLO, agree to any amendment,
modification or waiver described in the first proviso to Section 9.02(b)
that affects such CLO.

     

    For
purposes of this Section 9.04(b), the terms “Approved Fund” and “CLO” have
the following meanings:

     

    “Approved Fund” means,
with respect to any Lender, (a) a CLO administered or managed by such
Lender or an Affiliate of such Lender and (b) with respect to any Lender
that is a fund which invests in bank loans and similar extensions of credit, any
other fund that invests in bank loans and similar extensions of credit and is
managed by the same investment advisor as such Lender or by an Affiliate of such
investment advisor.

     

    “CLO” means any entity
(whether a corporation, partnership, trust or otherwise) that is engaged in
making, purchasing, holding or otherwise investing in bank loans and similar
extensions of credit in the ordinary course of its business and is administered
or managed by a Lender or an Affiliate of such Lender.

     

    (iii) Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) of this
Section, from and after the effective date specified in each Assignment and
Assumption the assignee thereunder shall be a party hereto and, to the extent of
the interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of
Sections 2.15, 2.16, 2.17 and 9.03).  Any assignment or transfer
by a Lender of rights or obligations under this Agreement that does not comply
with this 

     

     

    
      
        
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        52

      

    

     

    Section 9.04
shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with
paragraph (c) of this Section.

     

    (iv) The
Administrative Agent, acting for this purpose as an agent of the Borrower, shall
maintain at one of its offices a copy of each Assignment and Assumption
delivered to it and a register for the recordation of the names and addresses of
the Lenders, and the Commitment or Commitments of, and principal amount of the
Loans owing to, each Lender pursuant to the terms hereof from time to time (the
“Register”),
and shall give prompt written notice to the Borrower of each Assignment and
Assumption so accepted and recorded.  The entries in the Register
shall be conclusive, and the Borrower, the Administrative Agent and the Lenders
may treat each Person whose name is recorded in the Register pursuant to the
terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary.  The Register shall be
available for inspection by the Borrower and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.

     

    (v) Upon its
receipt of a duly completed Assignment and Assumption executed by an assigning
Lender and an assignee, the assignee’s completed Administrative Questionnaire
(unless the assignee shall already be a Lender hereunder), the processing and
recordation fee referred to in paragraph (b) of this Section and any
written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Assumption
and record the information contained therein in the Register.  No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

     

    (c) (i) Any
Lender may, without the consent of the Borrower or the Administrative Agent,
sell participations to one or more banks or other entities (a “Participant”) in all
or a portion of such Lender’s rights and obligations under this Agreement
(including all or a portion of its Commitment or the Loans owing to it); provided that
(A) such Lender’s obligations under this Agreement shall remain unchanged,
(B) such Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations and (C) the Borrower, the
Administrative Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement.  Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce the Loan Documents and to approve
any amendment, modification or waiver of any provision of the Loan Documents;
provided that
such agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 9.02(b) that affects such
Participant.  Subject to paragraph (c)(ii) of this Section, the
Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and
had acquired its interest by assignment pursuant to paragraph (b) of this
Section.  To the extent permitted by law, each Participant also shall
be entitled to the 

     

     

    
      
        
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        53

      

    

     

    benefits
of Section 9.08 as though it were a Lender, provided that such Participant
agrees to be subject to Section 2.18(c) as though it were a
Lender.  Each Lender that sells a participating interest in any Loan,
Commitment or other interest to a Participant shall, as agent of the Borrower
solely for the purpose of this Section 9.04, record in book entries
maintained by such Lender the name and the amount of the participating interest
of each Participant entitled to receive payments in respect of such
participating interests.

     

    (ii) A
Participant shall not be entitled to receive any greater payment under
Section 2.15 or 2.17 than the applicable Lender would have been entitled to
receive with respect to the participation sold to such Participant, unless the
sale of the participation to such Participant is made with the prior written
consent of the Borrower.  A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 2.17
unless the Borrower is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrower, to comply with
Section 2.17(e) as though it were a Lender.

     

    (iii) Any
Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank, and this Section shall not apply to any such pledge or assignment of a
security interest; provided that no such
pledge or assignment of a security interest shall release a Lender from any of
its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.

     

    SECTION
9.05. Survival.  All
covenants, agreements, representations and warranties made by the Loan Parties
in the Loan Documents and in the certificates or other instruments delivered in
connection with or pursuant to this Agreement or any other Loan Document shall
be considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of the Loan Documents and the making of any
Loans, regardless of any investigation made by any such other party or on its
behalf and notwithstanding that the Administrative Agent or any Lender may have
had notice or knowledge of any Default or incorrect representation or warranty
at the time any credit is extended hereunder, and shall continue in full force
and effect as long as the principal of or any accrued interest on any Loan or
any fee or any other amount payable under this Agreement is outstanding and
unpaid and so long as the Commitments have not expired or
terminated.  The provisions of Sections 2.15, 2.16, 2.17 and 9.03
and Article VIII shall survive and remain in full force and effect
regardless of the consummation of the transactions contemplated hereby, the
repayment of the Loans, the expiration or termination of the Commitments or the
termination of this Agreement or any provision hereof.

     

    SECTION
9.06. Counterparts; Integration;
Effectiveness.  This Agreement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract.  This Agreement, the Guarantee Agreement and any
separate letter agreements with respect to fees payable to the Administrative


     

     

    
      
        
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        54

      

    

     

    Agent
constitute the entire contract among the parties relating to the subject matter
hereof and supersede any and all previous agreements and understandings, oral or
written, relating to the subject matter hereof.  Except as provided in
Section 4.01, this Agreement shall become effective when it shall have been
executed by the Administrative Agent and when the Administrative Agent shall
have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.  Delivery of an executed counterpart of a
signature page of this Agreement by telecopy shall be effective as delivery of a
manually executed counterpart of this Agreement.

     

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

     

    SECTION
9.08. Right of
Setoff.  If an Event of Default shall have occurred and be
continuing, each Lender and each of its Affiliates is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other obligations at any time owing by such
Lender or Affiliate to or for the credit or the account of the Borrower against
any of and all the obligations of the Borrower now or hereafter existing under
this Agreement held by such Lender, irrespective of whether or not such Lender
shall have made any demand under this Agreement, but only to the extent such
obligations are then due and payable.  The rights of each Lender under
this Section are in addition to other rights and remedies (including other
rights of setoff) which such Lender may have.

     

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

     

    (b) The
Borrower hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of the Supreme Court of the State of
New York sitting in New York County and of the United States District
Court of the Southern District of New York, and any appellate court from
any thereof, in any action or proceeding arising out of or relating to any Loan
Document, 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 or any other Loan Document shall
affect any right that the Administrative Agent or any Lender may otherwise have
to bring any action or proceeding relating to this Agreement or any


     

    
      
        
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        55

      

    

     

    other
Loan Document against the Borrower or its properties in the courts of any
jurisdiction.

     

    (c) 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 any other Loan Document in any court referred to
in paragraph (b) of this Section.  Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court.

     

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

     

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

     

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

     

    SECTION
9.12. Confidentiality.  Each
of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates’ directors, officers,
employees and agents, including accountants, legal counsel and other advisors
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any
regulatory authority, (c) to the extent  required by applicable
laws or regulations or by any subpoena or similar legal process (subject to the
last sentence of this paragraph), (d) to any other party to this Agreement,
(e) in connection with the exercise of any remedies hereunder or any suit,
action or proceeding relating to this Agreement or any other Loan Document or
the enforcement of 

     

     

    
      
        
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        56

      

    

     

    rights
hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction
relating to the Borrower and its obligations, (g) with the consent of the
Borrower or (h) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section or
(ii) becomes available to the Administrative Agent or any Lender on a
nonconfidential basis from a source other than the Borrower.  For the
purposes of this Section, “Information” means
all information received from the Borrower relating to the Borrower or its
business, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Borrower.  Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.  If any
Lender receives any subpoena or similar legal process referred to in
clause (c) above, such Lender will endeavor, to the extent practicable, to
notify the Borrower and afford the Borrower an opportunity to challenge the same
before disclosing any confidential Information pursuant thereto.

     

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

     

    SECTION
9.14. USA Patriot
Act.  Each Lender hereby notifies the Borrower that pursuant to
the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)), (the “Act”), it is required
to obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information
that will allow such Lender to identify the Borrower in accordance with the
Act.

     


    
      
        
          


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        1 


      

    


    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.

     

    
      	 
      	
              YUM!
      BRANDS, INC.,

            
	 
      	 
      	
              by

            
	 
      	 
      	
              Name:  R.
      Scott Toop

            
	 
      	 
      	
              Title:    Vice
      President and Associate

                   
      General Counsel 

            


    

    


     

    


     

    


     


    
      
        
          


          [[NYCORP:3072687v11:4452W:07/11/08--04:02
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Agreement]

        

         


      

      
         


        
          

        

      

      
        2 


      

    


    


     

    
      	 
      	
              JPMORGAN
      CHASE BANK, N.A.,

              individually
      and as

              Administrative
      Agent,

            
	 
      	 
      	
              by

            
	 
      	 
      	
              Name:

            
	 
      	 
      	
              Title:

            


    

    


     

    


     


    
      
        
          


          [[NYCORP:3072687v11:4452W:07/11/08--04:02
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Agreement]

        

         


      

      
         


        
          

        

      

      
        3 


      

    


    LENDERS UNDER THE CREDIT
AGREEMENT

     

    SIGNATURE
PAGE TO CREDIT AGREEMENT DATED AS OF _____________ ___, 2008, AMONG YUM! BRANDS,
INC., THE LENDERS PARTY THERETO, AND JPMORGAN CHASE BANK, N.A., AS
ADMINISTRATIVE AGENT.

     

    
      	 
      	
              Name
      of Institution:

               

            
	 
      	 
      	
              by

            
	 
      	 
      	
              Name:

            
	 
      	 
      	
              Title:

            
	 
      	 
      	 
      
	 
      	 
      	
              by

            
	 
      	 
      	
              Name:

            
	 
      	 
      	
              Title:

            


    


    
      
        
          


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p]]                                       [Signature Page to the Credit
Agreement]

        

         


      

      
         


        
          

        

      

      
        1 


      

    


    
      	
               
      

            	
              SCHEDULE
      A

            


    

     

    
      	
               
      

            	
              TO
      CREDIT AGREEMENT

            


    

     

    INITIAL
GUARANTORS

     

    Subsidiary (Jurisdiction of
Incorporation)

     

    A&W
Restaurants, Inc. (Michigan)

    Kentucky
Fried Chicken International Holdings, Inc. (Delaware)

    KFC
Corporation (Delaware)

    KFC
Holding Co. (Delaware)

    KFC U.S.
Properties, Inc. (Delaware)

    LJS
Restaurants, Inc. (Delaware)

    Long John
Silver’s, Inc. (Delaware)

    Pizza
Hut, Inc. (California)

    Pizza Hut
International, LLC (Delaware)

    Pizza Hut
of America, Inc. (Delaware)

    Taco Bell
Corp. (California)

    Taco Bell
of America, Inc. (Delaware)

    YGR
America, Inc. (Delaware)

    Yorkshire
Global Restaurants, Inc. (Maryland)

    Yum!
Restaurants International Holdings, Ltd. (Delaware)

    Yum
Restaurant Services Group, Inc. (Delaware)

     


    
      
        
          


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          SCHEDULE
2.01

          To Credit
Agreement

        

      

    


    COMMITMENTS

     

    


    


    
      	
              Lenders

            	
              Commitments

            
	
              JPMorgan
      Chase Bank, N.A.

            	
              US$40,000,000

            
	
              Bank
      of America, N.A.

            	
              US$40,000,000

            
	
              Banco
      Bilbao Vizcaya Argentaria, S.A.

            	
              US$30,000,000

            
	
              Cooperatieve
      Centrale Raiffeisen-Boerenleenbank B.A. "Rabobank Nederland", New York
      Branch

            	
              US$30,000,000

            
	
              Fifth
      Third Bank

            	
              US$30,000,000

            
	
              HSBC
      Bank USA, N.A.

            	
              US$30,000,000

            
	
              The
      Royal Bank of Scotland PLC

            	
              US$30,000,000

            
	
              U.S.
      Bank, National Association

            	
              US$30,000,000

            
	
              Branch
      Banking & Trust Company

            	
              US$20,000,000

            
	
              SunTrust
      Banks, Inc.

            	
              US$20,000,000

            
	
              U.S.
      AgBank, FCB

            	
              US$20,000,000

            
	
              Wells
      Fargo Bank, N.A.

            	
              US$20,000,000

            
	
              The
      Bank of Nova Scotia

            	
              US$15,000,000

            
	
              National
      City Bank, N.A.

            	
              US$10,000,000

            
	
              The
      Northern Trust Company

            	
              US$10,000,000

            
	
              Total

            	
              US$375,000,000

            


    

    



    
      
        
          


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          SCHEDULE
3.06

          To Credit
Agreement

        

      

    


    DISCLOSED
MATTERS

     

    1.            
The matters described in Borrower’s Annual Report on Form 10-K for the fiscal
year ended December 29, 2007 under the captions “Item 3 – Legal Proceedings” and
in “Note 22 – Guarantees, Commitments and Contingencies” in the Notes to
Consolidated Financial Statements under “Item 8 – Financial Statements and
Supplementary Data.”

     

    2.         
   The matters described in Borrower’s Quarterly Report on Form 10-Q
for the quarterly period ended March 22, 2008 under the captions “Part II – Item
1 –Legal Proceedings” and “Note 13 – Guarantees, Commitments and Contingencies”
in the Notes to Condensed Consolidated Financial Statements under “Part I – Item
1 – Financial Statements.”

    


    



    
      
        
          


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          SCHEDULE
3.11

          To Credit
Agreement

        

      

    


    DISCLOSURE

     

    None.


    
      
        
          


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          SCHEDULE
6.01

          To Credit
Agreement

        

      

    


    EXISTING
INDEBTEDNESS

     

    1.           Indebtedness
of Domestic Subsidiaries (relates to Capital Lease Obligations) as of November
3, 2007 : US$98,175,000.

     

    
      	
              2.

            	
              Aircraft
      lease obligation of KFC U.S. Properties, Inc. (lessee) to Caremark
      Aviation, LLC (sublessor)*.

            


    

     

    *As of
the Revolving Agreement Closing Date, the nature of the lease and accounting
treatment for this obligation (i.e., whether it is an operating lease or a
Capital Lease Obligation) was still being determined.  Since the
Revolving Agreement Closing Date, this obligation has been determined to be a
Capital Lease Obligation and was in the amount of approximately US$51,000,000 as
of the Revolving Agreement Closing Date.

     

    me


     

    


     


    
      
        
          


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          SCHEDULE
6.02

          To Credit
Agreement

        

      

    


    EXISTING
LIENS

     

    1.      Liens
created and existing pursuant to the sale-leaseback agreements, Master Lease
Agreements and related agreements entered into by certainsubsidiaries of the
Borrower and evidencing the following sale-leasebacktransactions:

     

    


    
      	
              Original
      Transaction

              Date

               

            	
              Lessor

            	
              Lessee

            
	
              April
      30, 2003

            	
              GE
      Capital Franchise Finance Corporation,

              successor
      in interest to FFCA Acquisition Corporation

            	
              KFC
      U.S. Properties, Inc.

            
	
              April
      30, 2003

              Amended
      August 15, 2003

               

            	
              LoJon
      Property II LLC

            	
              KFC
      U.S. Properties, Inc.

            


    

    


     

    

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