TO READ AS
FOLLOWS:
"Term Loans.
The Borrowers shall repay the principal amount of the Term Loans
in equal quarterly installments of $175,000 for the first six full calendar
quarters after the Closing Date and in equal quarterly installments of $225,000
for the next nine full
calendar quarters, payable on each Payment Date commencing April 1, 2008, and
the aggregate principal amount of all Term Loans outstanding on the Maturity
Date shall be paid on such date."
(C)
SECTION 6.13 OF THE CREDIT AGREEMENT IS AMENDED IN FULL TO READ AS
FOLLOWS:
"INTEREST RATE PROTECTION.
THE BORROWERS SHALL OBTAIN ON OR BEFORE MARCH 13,
2008, AND MAINTAIN IN EFFECT AT ALL TIMES UNTIL THE THIRD ANNIVERSARY OF THE
CLOSING DATE, SWAP AGREEMENTS BETWEEN THEMSELVES AND A SWAP BANK WITH RESPECT TO
NOT LESS THAN FIFTY PERCENT (50.00%) OF THE TERM LOANS OUTSTANDING UNDER THE
TERM FACILITY."
(D)
THE SCHEDULES TO THE CREDIT AGREEMENT AND, TO THE EXTENT APPLICABLE,
THE OTHER LOAN DOCUMENTS ARE HEREBY AMENDED AND RESTATED IN THE FORMS ATTACHED
HERETO AS EXHIBIT A.
SECTION 3.
LOAN DOCUMENTS.
IN ADDITION TO STARLITE BECOMING A
BORROWER UNDER THE CREDIT AGREEMENT PURSUANT TO SECTION 1 ABOVE, BY ITS
EXECUTION HEREOF, STARLITE AGREES TO BECOME A PARTY TO AND BOUND BY, AND EACH OF
THE OTHER PARTIES HERETO HEREBY AGREES THAT STARLITE SHALL BECOME A PARTY TO, AS
OF THE DATE HEREOF, THE FOLLOWING LOAN DOCUMENTS IN THE SAME MANNER AS THE OTHER
BORROWERS:
(I)
REVOLVING CREDIT NOTE;
(II)
TERM NOTE;
(III)
SECURITY AGREEMENT;
(IV)
COLLATERAL ASSIGNMENT OF CONTRACTS;
(V)
TRADEMARK SECURITY AGREEMENT;
(VI)
PLEDGE AGREEMENT (AS A BORROWER, NOT A PLEDGOR);
(VII)
INDEMNITY AGREEMENT REGARDING HAZARDOUS MATERIALS; AND
(VIII)
COLLATERAL ASSIGNMENT OF LICENSES AND PERMITS.
SECTION 4.
CONSENT TO ASSET PURCHASE AGREEMENT.
THE LENDER
HEREBY CONSENTS TO THE TRANSACTIONS CONTEMPLATED BY THAT CERTAIN ASSET PURCHASE
AGREEMENT, DATED AS OF FEBRUARY 5, 2008 BETWEEN STARLITE AND BARNHILL'S
BUFFET, INC. (THE "PURCHASE AGREEMENT") AND THE GUARANTY BY STAR BUFFET, INC. IN
FAVOR OF SPIRIT MASTER FUNDING, LLC (THE "GUARANTY").
SECTION 5.
REPRESENTATIONS AND WARRANTIES.
THE BORROWERS
REPRESENT AND WARRANT AS FOLLOWS:
(A)
EXCEPT AS SET FORTH ON THE UPDATED SCHEDULES TO THE CREDIT
AGREEMENT ATTACHED HERETO AS EXHIBIT A, THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN SECTION V OF THE CREDIT AGREEMENT, AFTER GIVING EFFECT TO THIS
AMENDMENT, ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE
HEREOF, AS THOUGH MADE ON AND AS OF SUCH DATE, EXCEPT TO THE EXTENT THAT SUCH
2
REPRESENTATIONS AND WARRANTIES EXPRESSLY RELATE SOLELY TO AN EARLIER DATE (IN
WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES WERE TRUE AND ACCURATE ON AND AS
OF SUCH EARLIER DATE).
(B)
NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED OR IS CONTINUING ON THE
DATE HEREOF AND NO DEFAULT OR EVENT OF DEFAULT WILL OCCUR OR BE CONTINUING
IMMEDIATELY AFTER THE DATE HEREOF.
SECTION 6.
CONDITIONS TO EFFECTIVENESS.
THIS AMENDMENT SHALL
BECOME EFFECTIVE ONLY WHEN THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED:
(A)
COUNTERPARTS OF THIS