JOINDER AGREEMENT
WHEREAS, TRC Finance, Inc. ("Finance") and the Initial Purchasers
named
therein (the "Initial Purchasers") heretofore executed and
delivered a Purchase
Agreement, dated September 21, 2005 (the "Purchase Agreement"),
providing for
the issuance and sale of the Securities (as defined therein); and
WHEREAS, as a condition to the consummation of the offering of the
Securities, The Restaurant Company (the "Company") and each
Guarantor (as
defined in the Purchase Agreement), that was originally not a party
thereto, has
agreed to join in the Purchase Agreement on the Closing Date.
Capitalized terms used herein and not otherwise defined herein
shall have
the meanings ascribed to such terms in the Purchase Agreement.
NOW, THEREFORE, the Company and each Guarantor hereby agrees for
the
benefit of the Initial Purchasers, as follows:
1. Joinder. Each of the undersigned hereby acknowledges that it has
received and reviewed a copy of the Purchase Agreement and all
other documents
it deems fit to enter into this Joinder Agreement (the "Joinder
Agreement"), and
acknowledges and agrees to (i) join and become a party to the
Purchase Agreement
as indicated by its signature below; (ii) be bound by all
covenants, agreements,
representations, warranties and acknowledgments attributable to an
indemnifying
party in the Purchase Agreement as if made by, and with respect to,
each
signatory hereto; and (
