exv10w1



 





Exhibit 10.1




EXECUTION COPY





     AMENDMENT NO. 2 dated as of September 13, 2006 (this “Amendment”), to
the Amended and Restated Credit Agreement dated as of February 20, 2004 (as
amended by Amendment No. 1 dated as of April 6, 2005, the “Credit
Agreement”), among BUFFETS, INC., a Minnesota corporation (the “Borrower”),
BUFFETS HOLDINGS, INC., a Delaware corporation (“Holdings”), the Lenders
from time to time party thereto and CREDIT SUISSE (formerly known as Credit
Suisse First Boston), as administrative agent (in such capacity, the
“Administrative Agent”) and collateral agent (in such capacity, the
“Collateral Agent”).



          A. Pursuant to the Credit Agreement, the Lenders have extended credit to the Borrower.




          B. The Borrower and Holdings have requested certain amendments to the Credit Agreement as set
forth herein.




          C. Capitalized terms used but not defined herein shall have the meanings assigned to them in
the Credit Agreement.




          Accordingly, in consideration of the mutual agreements herein contained and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties
hereto agree as follows:





          SECTION 1. Amendments. (a) The table appearing in Section 6.11 (Interest Coverage
Ratio) of the Credit Agreement is hereby amended and restated in its entirety to read as
follows:



	 	 	 	 	 
	Period	 	Ratio	 
	Restatement date through December 15, 2004
	 	 	2.25 to 1.00	 
	December 16, 2004 through June 28, 2006
	 	 	2.15 to 1.00	 
	June 29, 2006 through December 13, 2006
	 	 	2.00 to 1.00	 
	December 14, 2006 through June 27, 2007
	 	 	2.15 to 1.00	 
	June 28, 2007 through April 2, 2008
	 	 	3.00 to 1.00	 
	Thereafter
	 	 	3.25 to 1.00	 







     (b) The table appearing in Section 6.13 (Maximum Leverage Ratio) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:



	 	 	 	 	 
	Period	 	Ratio	 
	Restatement date through June 30, 2004
	 	 	4.75 to 1.00	 
	July 1, 2004 through December 15, 2004
	 	 	4.50 to 1.00	 
	December 16, 2004 through April 5, 2006
	 	 	4.25 to 1.00	 
	April 6, 2006 through June 28, 2006
	 	 	4.00 to 1.00	 
	June 29, 2006 through September 20, 2006
	 	 	4.45 to 1.00	 
	September 21, 2006 through December 13, 2006
	 	 	4.20 to 1.00	 
	December 14, 2006 through April 4, 2007
	 	 	3.85 to 1.00	 
	April 5, 2007 through June 27, 2007
	 	 	3.75 to 1.00	 
	June 28, 2007 through April 2, 2008
	 	 	3.00 to 1.00	 
	Thereafter
	 	 	2.50 to 1.00	 






 









 







          SECTION 2. Representations and Warranties. To induce the other parties hereto to enter
into this Amendment, each of Holdings and the Borrower represents and warrants to each of
the Lenders, the Administrative Agent and the Collateral Agent that, after giving effect to
this Amendment, (a) the representations and warranties set forth in Article III of the
Credit Agreement are true and correct in all material respects on and as of the date hereof,
except to the extent such representations and warranties expressly relate to an earlier
date, and (b) no Default or Event of Default has occurred and is continuing.




          SECTION 3. Effectiveness. This Amendment shall become effective as of the date set
forth above on the date ( the “Amendment Effective Date”) that




     (a) the Administrative Agent (or its counsel) shall have received counterparts of this
Amendment that, when taken together, bear the signatures of Holdings, the Borrower, the
Subsidiary Guarantors and the Required Lenders; and




     (b) the Administrative Agent shall have received, for the account of each Lender that
executes and delivers a copy of this Amendment to the Administrative Agent (or its counsel)
at or prior to 12:00 noon, New York City time, on September 13, 2006 (the “Signing Date”),
an amendment fee (the “Amendment Fee”) in an amount equal to 0.10% of the sum of such
Lender’s Revolving Credit Commitment, UF L/C Commitment and PF L/C Commitment (in each case,
whether used or unused) and the principal amount of such Lender’s outstanding Term Loans, in
each case as of the Signing Date.




          SECTION 4. Effect of Amendment. Except as expressly set forth herein, this Amendment
shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise
affect the rights and remedies of the Lenders, the Administrative Agent or the Collateral
Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify,
amend or in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Loan Document, all of which are
ratified and affirmed in all respects and shall continue in full force and effect. Nothing
herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment,
modification or other change of, any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Loan Document in similar or
different circumstances. This Amendment shall apply and be effective only with respect to
the provisions of the Credit Agreement specifically referred to herein. After the date
hereof, any reference to the Credit Agreement shall mean the Credit Agreement, as modified
hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit
Agreement and the other Loan Documents.




          SECTION 5. Counterparts. This Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of



2









 







which when so executed and
delivered shall be deemed an original, but all such counterparts together shall constitute
but one and the same contract. Delivery of an executed counterpart of a signature page of
this Amendment by facsimile transmission shall be as effective as delivery of a manually
executed counterpart hereof.




          SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




          SECTION 7. Headings. The headings of this Amendment are for purposes of reference only
and shall not limit or otherwise affect the meaning hereof.




          SECTION 8. Expenses. The Borrower agrees to reimburse the Administrative Agent for all
reasonable out-of-pocket expenses in connection with this Amendment, including the fees,
charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative
Agent.




          SECTION 9. Reaffirmation. Each of the Guarantors hereby acknowledges receipt and
notice of, and consents to the terms of, this Amendment, and affirms and confirms its
guarantee of the Obligations and, if applicable, the pledge of and/or grant of a security
interest in its assets as Collateral to secure the Obligations, all as provided in the
Security Documents as originally executed, and acknowledges and agrees that such guarantee,
pledge and/or grant of security interest continue in full force and effect in respect of,
and to secure, the Obligations under the Credit Agreement, as amended hereby, and the other
Loan Documents.



[Remainder of this page intentionally left blank]




3









 








          IN WITNESS WHEREOF, each of the
parties hereto has caused this Amendment to be executed and delivered by its duly authorized
officer as of the date first set forth above.




	 	 	 	 	 
	 	 	BUFFETS, INC.

 	 
	 	By:  	/s/
 	A. Keith Wall	 
	 	 	 	 
	 	 	Name:  	A. Keith Wall 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	 	BUFFETS HOLDINGS, INC.

 	 
	 	By:  	/s/
 	 A. Keith Wall	 
	 	 	 	 
	 	 	Name:  	A. Keith Wall 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	 	EACH SUBSIDIARY GUARANTOR LISTED ON SCHEDULE I HERETO,

 	 
	 	By:  	/s/
 	A. Keith Wall	 
	 	 	 	 
	 	 	Name:  	A. Keith Wall 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH (formerly known as Credit Suisse First
Boston), individually and as Administrative Agent
and as Collateral Agent,
 	 
	 	By:  	/s/
 	Robert Hetu	 
	 	 	 	 
	 	 	Name:  	Robert Hetu 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/
 	Denise L. Alvarez	 
	 	 	 	 
	 	 	Name:  	Denise L. Alvarez 	 
	 	 	Title:  	Associate 	 



 









 







	 	 	 	 	 
	 	 	SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF SEPTEMBER 13, 2006, TO THE BUFFETS, INC. AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF
FEBRUARY 20, 2004, AS AMENDED BY AMENDMENT NO. 1 DATED AS OF APRIL 6, 2005
	 
	 	 	 	 
	Name of Lender:    	 	Credit Industriel et Commercial
	 
	 	 	 	 
	By:	 	/s/ 	Brian O’Leary
	 	 	 
	 

	 	Name:
	 	Brian O’Leary
	 

	 	Title:
	 	Vice-President
	 
	 	 	 	 
	By:	 	/s/ 	Anthony Rock
	 	 	 
	 

	 	Name:
	 	Anthony Rock
	 

	 	Title:
	 	Vice-President
	 
	 	 	 	 
	Name of Lender:    	 	Harbour Town Funding LLC
	 
	 	 	 	 
	By:	 	/s/ 	Christina L. Ramseur
	 	 	 
	 

	 	Name:
	 	Christina L. Ramseur
	 

	 	Title:
	 	Assistant Vice President
	 
	 	 	 	 
	Name of Lender:    	 	Long Lane Master Trust IV
	 
	 	 	 	 
	By:	 	/s/ 	Christina L. Ramseur
	 	 	 
	 

	 	Name:
	 	Christina L. Ramseur
	 

	 	Title:
	 	Authorized Agent
	 
	 	 	 	 
	Name of Lender:    	 	PPM Shadow Creek Funding LLC
	 
	 	 	 	 
	By:	 	/s/ 	Christina L. Ramseur
	 	 	 
	 

	 	Name:
	 	Christina L. Ramseur
	 

	 	Title:
	 	Assistant Vice President
	 
	 	 	 	 
	Name of Lender:    	 	Clydesdale CLO 2003, Ltd.
	 
	 	 	 	 
	By:	 	/s/ 	Richard W. Stewart
	 	 	 
	 

	 	Name:
	 	Richard W. Stewart
	 

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	Name of Lender:    	 	Nomura Bond and Loan
	 
	 	 	 	 
	By:	 	/s/ 	Richard W. Stewart
	 	 	 
	 

	 	Name:
	 	Richard W. Stewart
	 

	 	Title:
	 	Managing Director






 









 






	 	 	 	 	 
	Name of Lender:    	 	Neram Loan Trust 2005
	 
	 	 	 	 
	By:	 	/s/ 	Richard W. Stewart
	 	 	 
	 

	 	Name:
	 	Richard W. Stewart
	 

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	Name of Lender:    	 	Centaurus Loan Trust
	 
	 	 	 	 
	By:	 	/s/ 	Richard W. Stewart
	 	 	 
	 

	 	Name:
	 	Richard W. Stewart
	 

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	Name of Lender:    	 	Clydesdale Strategic CLO I, Ltd.
	 
	 	 	 	 
	By:	 	/s/ 	Richard W. Stewart
	 	 	 
	 

	 	Name:
	 	Richard W. Stewart
	 

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	Name of Lender:    	 	Clydesdale CLO 2004, Ltd.
	 
	 	 	 	 
	By:	 	/s/ 	Richard W. Stewart
	 	 	 
	 

	 	Name:
	 	Richard W. Stewart
	 

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	Name of Lender:    	 	Gulf Stream-Compass CLO 2002-1 Ltd.
	 

	 	By:
	 	Gulf Stream Asset Management LLC,

as Collateral Manager
	By:	 	/s/ 	Barry K. Love
	 	 	 
	 

	 	Name:
	 	Barry K. Love
	 

	 	Title:
	 	Chief Credit Officer
	 
	 	 	 	 
	Name of Lender:    	 	Gulf Stream-Compass CLO 2003-1 Ltd.
	 

	 	By:
	 	Gulf Stream Asset Management LLC,

as Collateral Manager
	 
	 	 	 	 
	By:	 	/s/ 	Barry K. Love
	 	 	 
	 

	 	Name:
	 	Barry K. Love
	 

	 	Title:
	 	Chief Credit Officer
	 
	 	 	 	 
	Name of Lender:    	 	Gulf Stream-Compass CLO 2005-II Ltd.
	 

	 	By:
	 	Gulf Stream Asset Management LLC,

as Collateral Manager
	 
	 	 	 	 
	By:	 	/s/ 	Barry K. Love
	 	 	 
	 

	 	Name:
	 	Barry K. Love
	 

	 	Title:
	 	Chief Credit Officer






 









 






	 	 	 	 	 
	Name of Lender:    	 	Sankaty Advisors, LLC as Collateral
Manager for AVERY POINT CLO,
LTD., as Term Lender
	 
	 	 	 	 
	By:	 	/s/ 	Jeffrey Hawkins
	 	 	 
	 

	 	Name:
	 	Jeffrey Hawkins
	 

	 	Title:
	 	Executive Vice President
	 
	 	 	 	 
	Name of Lender:    	 	Sankaty Advisors, LLC as Collateral
Manager for Castle Hill I — INGOTS, Ltd.,
as Term Lender
	 
	 	 	 	 
	By:	 	/s/ 	Jeffrey Hawkins
	 	 	 
	 

	 	Name:
	 	Jeffrey Hawkins
	 

	 	Title:
	 	Executive Vice President
	 
	 	 	 	 
	Name of Lender:    	 	Sankaty Advisors, LLC as Collateral
Manager for Castle Hill II — INGOTS, Ltd.,
as Term Lender
	 
	 	 	 	 
	By:	 	/s/ 	Jeffrey Hawkins
	 	 	 
	 

	 	Name:
	 	Jeffrey Hawkins
	 

	 	Title:
	 	Executive Vice President
	 
	 	 	 	 
	Name of Lender:    	 	Sankaty Advisors, LLC as Collateral
Manager for Castle Hill III CLO,
Limited, as Term Lender
	 
	 	 	 	 
	By:	 	/s/ 	Jeffrey Hawkins
	 	 	 
	 

	 	Name:
	 	Jeffrey Hawkins
	 

	 	Title:
	 	Executive Vice President
	 
	 	 	 	 
	Name of Lender:    	 	Sankaty Advisors, LLC as Collateral
Manager for Loan Funding XI LLC,
as Term Lender
	 
	 	 	 	 
	By:	 	/s/ 	Jeffrey Hawkins
	 	 	 
	 

	 	Name:
	 	Jeffrey Hawkins
	 

	 	Title:
	 	Executive Vice President
	 
	 	 	 	 
	Name of Lender:    	 	Chatham Light II CLO, Limited, by
Sankaty Advisors LLC, as Collateral
Manager
	 
	 	 	 	 
	By:	 	/s/ 	Jeffrey Hawkins
	 	 	 
	 

	 	Name:
	 	Jeffrey Hawkins
	 

	 	Title:
	 	Executive Vice President






 









 






	 	 	 	 	 
	Name of Lender:    	 	Katonah II, Ltd. by Sankaty
Advisors LLC, as Sub-Advisors
	 
	 	 	 	 
	By:	 	/s/ 	Jeffrey Hawkins
	 	 	 
	 

	 	Name:
	 	Jeffrey Hawkins
	 

	 	Title:
	 	Executive Vice President
	 
	 	 	 	 
	Name of Lender:	 	Katonah III, Ltd. by Sankaty
Advisors LLC, as Sub-Advisors

	 
	 	 	 	 
	By:	 	/s/ 	Jeffrey Hawkins
	 	 	 
	 

	 	Name:
	 	Jeffrey Hawkins
	 

	 	Title:
	 	Executive Vice President
	 
	 	 	 	 
	Name of Lender:    	 	Katonah IV, Ltd. by Sankaty
Advisors LLC, as Sub-Advisors
	 
	 	 	 	 
	By:	 	/s/ 	Jeffrey Hawkins
	 	 	 
	 

	 	Name:
	 	Jeffrey Hawkins
	 

	 	Title:
	 	Executive Vice President
	 
	 	 	 	 
	Name of Lender:    	 	Sankaty Advisors, LLC as Collateral
Manager for Prospect Funding I,
LLC, as Term Lender
	 
	 	 	 	 
	By:	 	/s/ 	Jeffrey Hawkins
	 	 	 
	 

	 	Name:
	 	Jeffrey Hawkins
	 

	 	Title:
	 	Executive Vice President
	 
	 	 	 	 
	Name of Lender:    	 	Sankaty Advisors, LLC as Collateral
Manager for Race Point CLO,
Limited, as Term Lender
	 
	 	 	 	 
	By:	 	/s/ 	Jeffrey Hawkins
	 	 	 
	 

	 	Name:
	 	Jeffrey Hawkins
	 

	 	Title:
	 	Executive Vice President
	 
	 	 	 	 
	Name of Lender:    	 	Sankaty Advisors, LLC as Collateral
Manager for Race Point II CLO,
Limited, as Term Lender
	 
	 	 	 	 
	By:	 	/s/ 	Jeffrey Hawkins
	 	 	 
	 

	 	Name:
	 	Jeffrey Hawkins
	 

	 	Title:
	 	Executive Vice President






 









 






	 	 	 	 	 
	Name of Lender:

	 	Sankaty Advisors, LLC as Collateral
Manager for Race Point III CLO,
Limited, as Term Lender

	 
	 	 	 	 
	By:	 	/s/ 	Jeffrey Hawkins
	 	 	 
	 

	 	Name:
	 	Jeffrey Hawkins
	 

	 	Title:
	 	Executive Vice President
	 
	 	 	 	 
	Name of Lender:    	 	Light Point CLO 2004-1, Ltd.
Premium Loan Trust I, Ltd.
	 
	 	 	 	 
	By:	 	/s/ 	Timothy S. Van Kirk
	 	 	 
	 

	 	Name:
	 	Timothy S. Van Kirk
	 

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	Name of Lender:    	 	Gleneagles Trading LLC
	 
	 	 	 	 
	By:	 	/s/ 	Christina L. Ramseur
	 	 	 
	 

	 	Name:
	 	Christina L. Ramseur
	 

	 	Title:
	 	Assistant Vice President
	 
	 	 	 	 
	Name of Lender:    	 	ELF Funding Trust I
	 

	 	By:
	 	Highland Capital Management, L.P.,
as Collateral Manager
	 

	 	By:
	 	Strand Advisors, Inc., its General
Partner
	 
	 	 	 	 
	By:	 	/s/ 	Brian Lohrding
	 	 	 
	 

	 	Name:
	 	Brian Lohrding
	 

	 	Title:
	 	Treasurer,
Strand Advisors, Inc., General
Partner of Highland Capital
Management, L.P.

 
	Name of Lender:    	 	Loan Funding IV LLC
	 

	 	By:
	 	Highland Capital Management, L.P.,
as Collateral Manager
	 

	 	By:
	 	Strand Advisors, Inc., its General
Partner
	 
	 	 	 	 
	By:	 	/s/ 	Brian Lohrding
	 	 	 
	 

	 	Name:
	 	Brian Lohrding
	 

	 	Title:
	 	Treasurer,
Strand Advisors, Inc., General
Partner of Highland Capital
Management, L.P.






 









 






	 	 	 	 	 
	Name of Lender:    	 	Highland Legacy Limited
	 

	 	By:
	 	Highland Capital Management, L.P.,
as Collateral Manager
	 

	 	By:
	 	Strand Advisors, Inc., its General
Partner
	 
	 	 	 	 
	By:	 	/s/ 	Brian Lohrding
	 	 	 
	 

	 	Name:
	 	Brian Lohrding
	 

	 	Title:
	 	Treasurer,
Strand Advisors, Inc., General
Partner of Highland Capital
Management, L.P.
	 
	 	 	 	 
	Name of Lender:    	 	Pam Capital Funding L.P.
	 

	 	By:
	 	Highland Capital Management, L.P.,
as Collateral Manager
	 

	 	By:
	 	Strand Advisors, Inc., its General
Partner
	 
	 	 	 	 
	By:	 	/s/ 	Brian Lohrding
	 	 	 
	 

	 	Name:
	 	Brian Lohrding
	 

	 	Title:
	 	Treasurer,
Strand Advisors, Inc., General
Partner of Highland Capital
Management, L.P.
	 
	 	 	 	 
	Name of Lender:    	 	Pamco Cayman Ltd.
	 

	 	By:
	 	Highland Capital Management, L.P.,
as Collateral Manager
	 

	 	By:
	 	Strand Advisors, Inc., its General
Partner
	 
	 	 	 	 
	By:	 	/s/ 	Brian Lohrding
	 	 	 
	 

	 	Name:
	 	Brian Lohrding
	 

	 	Title:
	 	Treasurer,
Strand Advisors, Inc., General
Partner of Highland Capital
Management, L.P.







 









 





	 	 	 	 	 	 	 
	Name of Lender:	 	Loan Star State Trust	 	 
	 

	 	By:
	 	Highland Capital Management, L.P.,
as Collateral Manager	 	 
	 

	 	By:
	 	Strand Advisors, Inc., its General Partner	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/	Brian Lohrding	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Brian Lohrding	 	 
	 

	 	Title:
	 	Treasurer, Strand Advisors, Inc., General	 	 
	 

	 	 	 	Partner of Highland Capital	 	 
	 

	 	 	 	Management, L.P.	 	 
	 
	 	 	 	 	 	 





	 	 	 	 	 	 	 
	Name of Lender:	 	Jasper CLO, Ltd.	 	 
	 

	 	By:
	 	Highland Capital Management, L.P.,
as Collateral Manager	 	 
	 

	 	By:
	 	Strand Advisors, Inc., its General
Partner	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/	Brian Lohrding	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Brian Lohrding	 	 
	 

	 	Title:
	 	Treasurer, Strand Advisors, Inc., General	 	 
	 

	 	 	 	Partner of Highland Capital	 	 
	 

	 	 	 	Management, L.P.	 	 






	 	 	 	 	 	 	 
	Name of Lender:	 	Highland Loan Funding V Ltd.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Highland Capital Management, L.P.,
as Collateral Manager	 	 
	 

	 	By:
	 	Strand Advisors, Inc., its General
Partner	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/	Brian Lohrding	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Brian Lohrding	 	 
	 

	 	Title:
	 	Treasurer, Strand Advisors, Inc., General	 	 
	 

	 	 	 	Partner of Highland Capital	 	 
	 

	 	 	 	Management, L.P.	 	 
	 
	 	 	 	 	 	 
	Name of Lender:	 	Highland Floating Rate Advantage Fund	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/	M. Jason Blackburn	 	 
	 	 	 	 	 
	 

	 	Name:
	 	M. Jason Blackburn	 	 
	 

	 	Title:
	 	Treasurer	 	 






 









 






	 	 	 	 	 	 	 
	Name of Lender:	 	Highland Floating Rate LLC	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/	M. Jason Blackburn	 	 
	 	 	 	 	 
	 

	 	Name:
	 	M. Jason Blackburn	 	 
	 

	 	Title:
	 	Treasurer	 	 
	 
	 	 	 	 	 	 
	Name of Lender:	 	WG Horizon CLO I	 	 
	 

	 	By:
	 	West Gate Horizons Advisors, LLC, as Manager	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/	Heidimare Skor	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Heidimare Skor	 	 
	 

	 	Title:
	 	Sr. Credit Analyst	 	 
	 
	 	 	 	 	 	 
	Name of Lender:	 	BlackRock Financial Management	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/	Tom Colwell	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Tom Colwell	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Magnetite IV CLO, Limited	 	 
	 

	 	 	 	Magnetite V CLO, Limited	 	 
	 

	 	 	 	BlackRock Limited Duration Income Trust	 	 
	Name of Lender:	 	Senior Debt Portfolio	 	 
	 

	 	By:
	 	Boston Management and Research,
as Investment Advisor	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/	Michael B. Botthof	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Michael B. Botthof	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	Name of Lender:	 	Eaton Vance Senior Income Trust	 	 
	 

	 	By:
	 	Eaton Vance Management,	 	 
	 

	 	 	 	as Investment Advisor	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/	Michael B. Botthof	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Michael B. Botthof	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	Name of Lender:	 	Eaton Vance Institutional Senior Loan Fund	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Eaton Vance Management,

as Investment Advisor	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/	Michael B. Botthof	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Michael B. Botthof	 	 
	 

	 	Title:
	 	Vice President	 	 







 










 





	 	 	 	 	 	 	 
	Name of Lender:	 	Eaton Vance CDO III, Ltd.	 	 
	 

	 	By:
	 	Eaton Vance Management,

as Investment Advisor	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ 	Michael B. Botthof	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Michael B. Botthof	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	Name of Lender:	 	Eaton Vance CDO VI, Ltd.	 	 
	 

	 	By:
	 	Eaton Vance Management,

as Investment Advisor	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ 	Michael B. Botthof	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Michael B. Botthof	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	Name of Lender:	 	Eaton Vance CDO VIII, Ltd.	 	 
	 

	 	By:
	 	Eaton Vance Management,

as Investment Advisor	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ 	Michael B. Botthof	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Michael B. Botthof	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	Name of Lender:	 	Grayson & Co	 	 
	 

	 	By:
	 	Boston Management and Research,
as Investment Advisor	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ 	Michael B. Botthof	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Michael B. Botthof	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	Name of Lender:	 	Eaton Vance Limited Duration Income Fund	 	 
	 

	 	By:
	 	Eaton Vance Management,

as Investment Advisor	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ 	Michael B. Botthof	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Michael B. Botthof	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	Name of Lender:	 	Eaton Vance Senior Floating-Rate Trust	 	 
	 

	 	By:
	 	Eaton Vance Management,

as Investment Advisor	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ 	Michael B. Botthof	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Michael B. Botthof	 	 
	 

	 	Title:
	 	Vice President	 	 






 









 






	 	 	 	 	 	 	 
	Name of Lender:	 	Oppenheimer Senior Floating Rate Fund	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/	 Lisa Chaffee	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Lisa Chaffee	 	 
	 

	 	Title:
	 	AVP	 	 
	 
	 	 	 	 	 	 
	Name of Lender:	 	HarbourView CLO IV, Ltd.	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/	 Lisa Chaffee	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Lisa Chaffee	 	 
	 

	 	Title:
	 	AVP	 	 
	 
	 	 	 	 	 	 
	Name of Lender:	 	HarbourView CLO 2006-1, Ltd.	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/	 Lisa Chaffee	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Lisa Chaffee	 	 
	 

	 	Title:
	 	AVP	 	 
	 
	 	 	 	 	 	 
	Name of Lender:	 	Van Kampen Senior Income Trust	 	 
	 

	 	By:
	 	Van Kampen Asset Management,

as Investment Advisor	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/	 Christina Jamieson	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Christina Jamieson	 	 
	 

	 	Title:
	 	Executive Director	 	 
	 
	 	 	 	 	 	 
	Name of Lender:	 	Venture CDO 2002, Limited	 	 
	 

	 	By:
	 	Its Investment Advisor

MJX Asset Management LLC	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/	 Martin Davey	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Martin Davey	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	Name of Lender:	 	Venture II CDO 2002, Limited	 	 
	 

	 	By:
	 	Its Investment Advisor

MJX Asset Management LLC	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/	 Martin Davey	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Martin Davey	 	 
	 

	 	Title:
	 	Managing Director	 	 







 










 





	 	 	 	 	 	 	 	 	 
	 	 	Name of Lender:	 	Venture V CDO 2002, Limited	 	 
	 

	 	 	 	By:
	 	Its Investment Advisor	 	 
	 

	 	 	 	 	 	MJX Asset Management LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ 	   Martin Davey	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name: Martin Davey	 	 
	 	 	 	 	Title:   Managing Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Name of Lender:	 	Venture VI CDO 2002, Limited	 	 
	 

	 	 	 	By:
	 	Its Investment Advisor	 	 
	 

	 	 	 	 	 	MJX Asset Management LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ 	    Martin Davey	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name: Martin Davey	 	 
	 	 	 	 	Title:   Managing Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Name of Lender:	 	Venture VII CDO 2002, Limited	 	 
	 

	 	 	 	By:
	 	Its Investment Advisor	 	 
	 

	 	 	 	 	 	MJX Asset Management LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ 	   Martin Davey	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name: Martin Davey	 	 
	 	 	 	 	Title:   Managing Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Name of Lender:	 	Vista Leveraged Income Fund	 	 
	 

	 	 	 	By:
	 	Its Investment Advisor	 	 
	 

	 	 	 	 	 	MJX Asset Management LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/	    Martin Davey	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name: Martin Davey	 	 
	 	 	 	 	Title:   Managing Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Name of Lender:	 	Pacifica CDO II, Ltd	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ 	   Olivier A. Tabouret	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name: Olivier A. Tabouret	 	 
	 	 	 	 	Title:   Senior Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Name of Lender:	 	GlenEagles Trading LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ 	   Christina L. Ramseur	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name: Christina L. Ramseur	 	 
	 	 	 	 	Title:   Assistant Vice President	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	Name of Lender:	 	Credit Suisse Loan Funding LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/	   Barry Zamore	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name: Barry Zamore	 	 
	 	 	 	 	Title:   Managing Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Name of Lender:	 	NYLIM Flatiron CLO 2003-1 Ltd.	 	 
	 

	 	 	 	By:
	 	New York Life Investment Management	 	 
	 

	 	 	 	 	 	LLC, as Collateral Manager and Attorney- in-Fact	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ 	   Elizabeth Standbridge	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name: Elizabeth Standbridge	 	 
	 	 	 	 	Title:   Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Name of Lender:	 	NYLIM Flatiron CLO 2004-1 Ltd.	 	 
	 

	 	 	 	By:
	 	New York Life Investment Management	 	 
	 

	 	 	 	 	 	LLC, as Collateral Manager and Attorney- in-Fact	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ 	   Elizabeth Standbridge	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name: Elizabeth Standbridge	 	 
	 	 	 	 	Title:   Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Name of Lender:	 	NYLIM Flatiron CLO 2005-1 Ltd.	 	 
	 

	 	 	 	By:
	 	New York Life Investment Management	 	 
	 

	 	 	 	 	 	LLC, as Collateral Manager and Attorney- in-Fact	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ 	   Elizabeth Standbridge	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name: Elizabeth Standbridge	 	 
	 	 	 	 	Title:   Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Name of Lender:	 	NYLIM Institutional Floating Rate Fund L.P.	 	 
	 

	 	 	 	By:
	 	New York Life Investment Management	 	 
	 

	 	 	 	 	 	LLC, its Investment Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ 	   Elizabeth Standbridge	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name: Elizabeth Standbridge	 	 
	 	 	 	 	Title:   Vice President	 	 







 









 





	 	 	 	 	 
	 

	 	Name of Lender:
	 	MainStay Floating Rate Fund,
	 

	 	 	 	a series of Eclipse Funds, Inc. 

By: New York Life Investment Management
    LLC






	 	 	 	 	 
	 	 	 
	 	By:  	         /s/        Elizabeth Standbridge
 	 
	 	 	Name:  	Elizabeth Standbridge 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 

	 	Name of Lender:
	 	MainStay VP Floating Rate Portfolio,
	 

	 	 	 	a series of MainStay VP Series Fund, Inc.
	 

	 	 	 	By: New York Life Investment Management
	 

	 	 	 	      LLC






	 	 	 	 	 
	 	 	 
	 	By:  	         /s/        Elizabeth Standbridge
 	 
	 	 	Name:  	Elizabeth Standbridge 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 

	 	Name of Lender:
	 	New York Life Insurance and Annuity Corporation
	 

	 	 	 	By: New York Life Investment Management
	 

	 	 	 	      LLC, Its Investment Manager






	 	 	 	 	 
	 	 	 
	 	By:  	         /s/        Elizabeth Standbridge
 	 
	 	 	Name:  	Elizabeth Standbridge 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 

	 	Name of Lender:
	 	New York Life Insurance Company






	 	 	 	 	 
	 	 	 
	 	By:  	         /s/         Elizabeth Standbridge
 	 
	 	 	Name:  	Elizabeth Standbridge 	 
	 	 	Title:  	Corporate Vice President 	 
	 



	 	 	 	 	 
	 

	 	Name of Lender:
	 	Bank of America, N.A.






	 	 	 	 	 
	 	 	 
	 	By:  	         /s/         Richard E. Lynch
 	 
	 	 	Name:  	Richard E. Lynch 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 

	 	Name of Lender:
	 	Eaton Vance Floating-Rate Income Trust
	 

	 	 	 	By: Eaton Vance Management,
	 

	 	 	 	      as Investment Advisor






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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 

	 	Name of Lender:
	 	Eaton Vance Variable Leverage Fund Ltd.
	 

	 	 	 	By: Eaton Vance Management,
	 

	 	 	 	      as Investment Advisor






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



	 	 	 	 	 
	 

	 	Name of Lender:
	 	U.S. Bank National Association






	 	 	 	 	 
	 	 	 
	 	By:  	                  /s/         Christopher P. Zinn
 	 
	 	 	Name:  	Christopher P. Zinn 	 
	 	 	Title:  	VP 	 



 









 





SCHEDULE I

	 	 	 	 	 




Subsidiary Guarantor List




1. Distinctive Dining, Inc

2. Hometown Buffet, Inc.

3. OCB Purchasing Co.

4. OCB Restaurant Company, LLC (formerly known as OCB Restaurant Co.)

5. Restaurant Innovations, Inc.

6. Tahoe Joe’s, Inc.

7. Buffets Leasing Company, LLC

8. Hometown Leasing Company, LLC

9. Tahoe Joe’s Leasing Company, LLC

10. OCB Leasing Company, LLC.