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Exhibit 10.11
EXECUTION COPY
SUPPLEMENT NO. 1 (this "
Supplement ") dated as of November 22, 2006, to
the Guarantee and Collateral Agreement dated as of November 1,
2006 (the " Guarantee and Collateral Agreement "),
among BUFFETS, INC., a Minnesota corporation (the "
Borrower "), BUFFETS HOLDINGS, INC., a Delaware
corporation (" Holdings "), each Subsidiary of the
Borrower from time to time party thereto (each such subsidiary
individually a " Subsidiary Guarantor " and
collectively, the " Subsidiary Guarantors "; the
Subsidiary Guarantors, Holdings and the Borrower are referred to
collectively herein as the " Grantors ") and CREDIT
SUISSE, (together with its affiliates, " Credit
Suisse "), as collateral agent (in such capacity, the "
Collateral Agent ") for the Secured Parties (as
defined therein).
A.
Reference is made to the Credit Agreement dated as of
November 1, 2006 (as amended, supplemented or otherwise
modified from time to time, the " Credit Agreement
"), among the Borrower, Holdings, the lenders from time to time
party thereto (the " Lenders ") and Credit Suisse, as
administrative agent for the Lenders and as Collateral Agent.
B.
Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Credit
Agreement or the Guarantee and Collateral Agreement referred to
therein, as applicable.
C.
The Grantors have entered into the Guarantee and Collateral
Agreement in order to induce the Lenders to make Loans and the
Issuing Bank to issue Letters of Credit. Section 7.16 of the
Guarantee and Collateral Agreement provides that additional
Domestic Subsidiaries of the Loan Parties may become Subsidiary
Guarantors and Grantors under the Guarantee and Collateral
Agreement by execution and delivery of an instrument in the form of
this Supplement. The undersigned Subsidiary (the " New
Subsidiary" ) is executing this Supplement in accordance with
the requirements of the Credit Agreement to become a Subsidiary
Guarantor and a Grantor under the Guarantee and Collateral
Agreement in order to induce the Lenders to make additional Loans
and the Issuing Bank to issue additional Letters of Credit and as
consideration for Loans previously made and Letters of Credit
previously issued.
Accordingly,
the Collateral Agent and the New Subsidiary agree as follows:
SECTION
1. In accordance with Section 7.16 of the Guarantee and
Collateral Agreement, the New Subsidiary by its signature below
becomes a Grantor and Subsidiary Guarantor under the Guarantee and
Collateral Agreement with the same force and effect as if
originally named therein as a Grantor and Subsidiary Guarantor and
the New Subsidiary hereby (a) agrees to all the terms and
provisions of the Guarantee and
Collateral Agreement applicable to it as a Grantor and
Subsidiary Guarantor thereunder and (b) represents and warrants
that the representations and warranties made by it as a Grantor and
Subsidiary Guarantor thereunder are true and correct in all
material respects on and as of the date hereof. In furtherance of
the foregoing, the New Subsidiary, (a) unconditionally
guarantees, jointly with the other Guarantors and severally, as a
primary obligor and not merely as a surety, the due and punctual
payment and performance of the Obligations and (b) as security
for the payment and performance in full of the Obligations (as
defined in the Guarantee and Collateral Agreement), does hereby
create and grant to the Collateral Agent, its successors and
assigns, for the ratable benefit of the Secured Parties, their
successors and assigns, a security interest in and lien on all of
the New Subsidiary’s right, title and interest in and to the
Collateral (as defined in the Guarantee and Collateral Agreement)
of the New Subsidiary. Each reference to a " Grantor " or a
" Subsidiary Guarantor " in the Guarantee and Collateral
Agreement shall be deemed to include the New Subsidiary. The
Guarantee and Collateral Agreement is hereby incorporated herein by
reference.
SECTION
2. The New Subsidiary represents and warrants to the Collateral
Agent and the other Secured Parties that this Supplement has been
duly authorized, executed and delivered by it and constitutes its
legal, valid and binding obligation, enforceable against it in
accordance with its terms.
SECTION
3. This Supplement may be executed in counterparts (and by
different parties here
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