REVISED PROPOSAL FOR ACQUISITION

EXHIBIT 10.1

January 10, 2007

Dear Stephen:

Following up on our prior correspondence and discussions in which I advised you that Kinderhook Industries, LLC ("Kinderhook"), wishes to pursue an acquisition (the "Transaction") of the business and operations of Champps Entertainment, Inc. ("CMPP"), we are providing this letter to provide CMPP with a revised proposal for a Transaction as outlined below (the "Revised Proposal"). This Revised Proposal is still subject to our satisfactory completion of the confirmatory due diligence outlined below and of legal documentation. Nevertheless, assuming we receive our diligence requests and are granted access to requested personnel and assets in a timely manner, we are confident that we will complete our confirmatory due diligence and be in a position to sign a purchase agreement within 4-6 weeks of your acceptance of this Revised Proposal and that, subject to receipt of necessary third party consents, the Transaction will close by April 15, 2007 (the "Closing").

By way of background, Kinderhook manages private equity funds with $470 million of committed capital and has an investment philosophy of combining senior management and operating experience in a variety of industries with the financial and investment know-how of private equity professionals.

The principal terms and conditions of the proposed Transaction are as follows:

1. The Acquisition
2. 1. Structure . The Transaction will be accomplished in two steps. Immediately prior to the Closing, CMPP will transfer substantially all of its assets and all of its liabilities to a newly formed wholly owned subsidiary that will be a Delaware limited liability company ("Newco"). At the Closing, CMPP will sell all of the outstanding membership interests of Newco to a newly created Delaware entity ("Buyer"), formed by Kinderhook for the purpose of completing the Transaction. The Transaction will be subject to the terms of a purchase agreement ("Definitive Agreement") that is amenable to both Buyer and CMPP.
   2. Consideration . The purchase price for the Newco membership interests will be $75 million in cash, payable at the Closing.
   3. Assets and Liabilities Acquired . Under our proposal, CMPP would transfer to Newco, and Buyer would acquire, all of the assets (including cash, but excluding certain tax assets and CMPP's rights under the Definitive Agreement) and liabilities (including liabilities for indebtedness for borrowed money and for expenses relating to the Transaction) of CMPP. Buyer would not acquire CMPP's accumulated Net Operating Losses or FICA Tax Credits. These tax assets would be available to CMPP following the Transaction both to shelter the taxable gain triggered by the sale of Newco membership interests in the Transaction and to create value for its shareholders.
   4. Closing . The closing of the Transaction would take place on the earliest practicable date, which we estimate to be April 15, 2007.
3. Definitive Agreement .

The Transaction would take place pursuant to the terms of a Definitive Agreement which will be in customary form and satisfactory to the parties thereto and their respective counsel. Among other things, the Definitive Agreement will contain:

2. 1. Representations and Warranties of CMPP . Customary representations and warranties regarding CMPP and Newco covering among other things: (i) the accuracy in all material respects of all financial statements in accordance with GAAP submitted to Buyer; (ii) the absence of undisclosed liabilities; (iii) the absence of any material adverse change since September 30, 2006; (iv) CMPP's/Newco's title to its assets, free of all liens and encumbrances; (v) compliance in all material respects with all laws and governmental regulations applicable to CMPP's business and operations, including, without limitation, all laws and regulations relating to environmental and labor matters; and (vi) the absence of undisclosed claims, litigation, infringement and contract defaults.
   2. Representations and Warranties of Buyer . Customary representations and warranties of Buyer, including representations and warranties as to Buyer's ability to finance the Transaction.
   3. Interim Operations . Customary covenants prohibiting CMPP and Newco from engaging in transactions outside the ordinary course of its business prior to the Closing without Buyer's prior written consent, including a prohibition on the declaration and payment of dividends.
   4. "Go-Shop" and Break-Up Fee Provisions . "Go-shop" and break-up fee provisions consistent with those in this letter.
   5. Closing Conditions . Customary conditions to the obligations of the parties to complete the Transaction at the Closing, which shall include the following conditions to Buyer's obligation to complete the Transaction: (i) the absence of any material adverse change in the business of CMPP prior to the Closing; (ii) the accuracy in all material respects of CMPP's representations and warranties; (iii) receipt of all necessary consents and approvals of third parties, including any required shareholder approval by CMPP and any necessary landlord consents and estoppels; and (iv) Buyer's rec