CREDIT AGREEMENT

Exhibit 10.1

$130,000,000

CREDIT AGREEMENT

among

LSF5 WAGON INVESTMENTS, LLC,
as Wagon Investments,

CENTER CUT HOSPITALITY,  INC.
(f/k/a Lone Star Steakhouse & Saloon, Inc.),
as the Borrower,

THE LENDERS FROM TIME TO TIME PARTIES HERETO,

BARCLAYS CAPITAL and WELLS FARGO BANK, N.A.,
as Syndication Agents

and

BARCLAYS CAPITAL
as Lead Arranger and Sole Bookrunner,

and

BARCLAYS BANK PLC,
as Administrative Agent

and

BARCLAYS BANK PLC,
as Collateral Agent

Dated as of JULY 6, 2007

TABLE OF CONTENTS

        CREDIT AGREEMENT, dated as of July 6, 2007, among LSF5 WAGON INVESTMENTS, LLC, a Delaware limited liability company (" Wagon Investments "), CENTER CUT HOSPITALITY, INC., formerly known as Lone Star Steakhouse & Saloon, Inc., a Delaware corporation (the " Borrower "), the several banks and other financial institutions or entities from time to time parties to this Agreement (the " Lenders "), BARCLAYS CAPITAL, the investment banking division of BARCLAYS BANK PLC (" Barclays Capital "), as lead arranger and sole bookrunner (in such capacity, the " Lead Arranger "), BARCLAYS CAPITAL and WELLS FARGO BANK, N.A., as syndication agents (in such capacities, the " Syndication Agents "), BARCLAYS BANK PLC, as administrative agent (in such capacity, the " Administrative Agent ") and BARCLAYS BANK PLC, as collateral agent (in such capacity, the " Collateral Agent ").

         WHEREAS , capitalized terms used in these Recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof;

         WHEREAS , the Borrower intends to pay a dividend to Wagon Investments in order for it to repay the Existing Indebtedness in full and to pay the fees, expenses and costs arising from or related to the Loans, and has requested, and the Lenders have agreed to extend, certain credit facilities consisting of (a) up to $110,000,000 in an aggregate principal amount of Term Commitments, and (b) up to $20,000,000 in an aggregate principal amount of Revolving Commitments, the proceeds of which will be used (i) for permitted Capital Expenditures and (ii) to provide for the ongoing working capital requirements of the Borrower and (together with the proceeds of the Letters of Credit) for general corporate purposes (the " Transactions ");

         WHEREAS, the Borrower has agreed to secure all of its Obligations by granting to the Collateral Agent, for the benefit of the Secured Parties, of a perfected first priority security interest on substantially all of its assets, including a pledge of all of the Capital Stock of each of its Domestic Subsidiaries and 66% of the Capital Stock of its Foreign Subsidiaries; and

         WHEREAS, each Guarantor has agreed to guarantee the Obligations of the Borrower hereunder and to secure such Obligations by granting to Collateral Agent, for the benefit of Secured Parties, a perfected first priority security interest on substantially all of their respective assets.

        NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants contained herein, the parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS

        1.1.     Defined Terms.     As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

        " Administrative Agent ": as defined in the preamble to this Agreement.

        " Administrative Questionnaire ": an Administrative Questionnaire substantially in the form of Exhibit N with such amendments or modifications as may be reasonably approved by the Administrative Agent or such other form approved by the Administrative Agent.

        " Affected Lenders ": as defined in Section 4.9(b).

        " Affected Loans ": as defined in Section 4.9(b).

        " Affiliate ": as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

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        " Agents ": the collective reference to the Syndication Agents, the Lead Arranger, the Collateral Agent, the Administrative Agent, which term shall include, for purposes of Section 10 only, the Issuing Lender.

        " Aggregate Exposure ": with respect to any Lender at any time, an amount equal to (a) until the Closing Date, the aggregate amount of such Lender's Commitments at such time and (b) thereafter, the sum of (i) the aggregate then unpaid principal amount of such Lender's Term Loans and (ii) the amount of such Lender's Revolving Commitment then in effect or, if the Revolving Commitments have been terminated, the amount of such Lender's Revolving Extensions of Credit then outstanding.

        " Aggregate Exposure Percentage ": with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender's Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

        " Agreement ": this Credit Agreement.

        " Applicable Margin ": for Loans made to the Borrower as of the Closing Date until the Senior Debt Ratings are assigned, with respect to the Base Rate, 1.75% per annum, and with respect to Eurodollar Base Rate, 2.75% per annum, and after the Senior Debt Ratings are assigned, for Loans made to the Borrower on any date, the rate per annum as set forth below, determined by reference to the Senior Debt Ratings:

        " Application ": an application, in such form as the Issuing Lender may specify from time to time, requesting the Issuing Lender to open a Letter of Credit.

        " Approved Fund ": any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

        " Asset Advisory Agreement ": means the asset advisory agreement dated December 13, 2006, among the Borrower, the Sponsor and Hudson Advisors, L.L.C.

        " Asset Sale ": any (i) Disposition of Property or series of related Dispositions of Property under Section 8.5(e) and (ii) any other Disposition of Property or series of related Dispositions of Property (excluding any such Disposition permitted by clause (a), (b), (c), (d), (f) or (g) of Section 8.5) that, in case of this clause (ii), yields gross proceeds to any Group Member valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds in excess of $5,000,000.

        " Assignee ": as defined in Section 11.7(a).

        " Assignment and Assumption ": an Assignment and Assumption, substantially in the form of Exhibit F .

        " Authorizations " means all and any approvals, consents, licenses, permits, waivers or other authorization issued by the proper Governmental Authorities or pursuant to applicable law.

        " Available Revolving Commitment ": as to any Revolving Lender at any time, an amount equal to the excess, if any, of (a) such Lender's Revolving Commitment then in effect over (b) such Lender's Revolving Extensions of Credit then outstanding.

        " Barclays Capital ": as defined in the preamble to this Agreement.

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        " Base Rate ": for any day, a rate per annum (rounded upwards, if necessary, to the next ¹ / 16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 0.50%. For purposes hereof: " Prime Rate " shall mean the rate of interest per annum publicly announced from time to time by the Reference Lender as its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by the Reference Lender in connection with extensions of credit to debtors). Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

        " Base Rate Loans ": loans the rate of interest applicable to which is based upon the Base Rate.

        " Benefitted Lender ": as defined in Section 11.8(a).

        " Board ": the Board of Governors of the Federal Reserve System of the United States (or any successor).

        " Borrower ": as defined in the preamble to this Agreement.

        " Borrowing Date ": any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.

        " Business ": as defined in Section 5.20(b).

        " Business Day ": a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close, provided , that with respect to notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, such day is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market.

        " Capital Expenditures ": for any period, with respect to any Person, the aggregate of all expenditures by such Person and its Subsidiaries for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) that should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries minus any such expenditures specifically financed by equity contributions to such Person.

        " Capital Lease Obligations ": as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

        " Capital Stock ": any and all shares, membership interests, equity participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

        " Cash ": money, currency or a credit balance in any demand or Deposit Account.

        " Cash Equivalents ": (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not

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less than $500,000,000; (c) commercial paper of an issuer rated at least A-1 by Standard & Poor's Ratings Services (" S&P ") or P-1 by Moody's Investors Service, Inc. (" Moody's "), or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody's; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; or (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition or money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by Moody's and (iii) have portfolio assets of at least $5,000,000,000.

        " Casualty Event " shall mean any involuntary loss of title, any involuntary loss of, damage to or any destruction of, or any condemnation or other taking (including by any Governmental Authority) of, any property of Wagon Investments or any of its Subsidiaries. "Casualty Event" shall include but not be limited to any taking of all or any part of any real property of any person or any part thereof, in or by condemnation or other eminent domain proceedings pursuant to any Requirement of Law, or by reason of the temporary requisition of the use or occupancy of all or any part of any real property of any person or any part thereof by any Governmental Authority, civil or military, or any settlement in lieu thereof.

        " Center Cut Letter of Credit ": the letter of credit dated July 6, 2007 issued by the Bank of Montreal, Chicago, Illinois, in an aggregate amount of $19,800,000, with the Borrower being named as the beneficiary and in form and substance satisfactory to the Administrative Agent.

        " Change of Control ": at any time, (i) the Sponsor shall cease to beneficially own and control directly or indirectly at least 51% on a fully diluted basis of the economic and voting interests in the Capital Stock of the Borrower in the aggregate, measured on a collective basis; (ii) any Person or "group" (within the meaning of Rules 13d-3 and 13d-5 under the Securities and Exchange Act or 1934, as amended) other than the direct and indirect owners of the Borrower as of the Closing Date (a) shall have acquired beneficial ownership of 20% or more on a fully diluted basis of the voting and/or economic interest in the Capital Stock of Wagon Investments or (b) shall have obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of Wagon Investments; (iii) Wagon Investments shall cease to beneficially own and control 100% on a fully diluted basis of the economic and voting interest in the Capital Stock of the Borrower; or (iv) the Sponsor fails to maintain the ability to directly or indirectly elect a majority of the seats (other than vacant seats) on the board of directors (or similar governing body) of Wagon Investments.

        " Closing Certificate ": as defined in Section 6.1(f).

        " Closing Date ": the date on which the conditions precedent set forth in Section 6.1 shall have been satisfied.

        " Code ": the Internal Revenue Code of 1986, as amended from time to time.

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        " Collateral ": all property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.

        " Commitment ": as to any Lender, the sum of the Term Commitment and the Revolving Commitment of such Lender.

        " Commitment Fee Rate ": 0.50% per annum.

        " Commonly Controlled Entity ": an entity, whether or not incorporated, that is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes the Borrower and that is treated as a single employer under Section 414 of the Code.

        " Compliance Certificate ": a certificate duly executed by a Responsible Officer substantially in the form of Exhibit D .

        " Consolidated Adjusted Leverage Ratio ": as of the last day of any period, the ratio of (a) the sum of (i) Consolidated Total Debt as of the last day of then most recently completed fiscal quarter plus (ii) Consolidated Rental Expense for the period of four consecutive fiscal quarters ended on such day, multiplied by 8, to (b) Consolidated EBITDAR for the period of four consecutive fiscal quarters ended on such day.

        " Consolidated Current Assets ": at any date, all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption "total current assets" (or any like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries at such date.

        " Consolidated Current Liabilities ": at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption "total current liabilities" (or any like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries at such date, but excluding (a) the current portion of any Funded Debt of the Borrower and its Subsidiaries, (b) without duplication of clause (a) above, all Indebtedness consisting of Revolving Loans to the extent otherwise included therein, and (c) Indebtedness of the Borrower owing to its dissenting shareholders related to the claims of such shareholders in connection with Wagon Investments' acquisition of the Borrower but only in an amount not to exceed the face amount of the Center Cut Letter of Credit.

        " Consolidated EBITDA ": for any period, Consolidated Net Income for such period plus , without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) income tax expense, (b) interest expense, amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Loans), (c) depreciation and amortization expense, (d) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (e) any extraordinary charges or losses determined in accordance with GAAP, (f) non-cash compensation expenses arising from the issuance of stock, options to purchase stock and stock appreciation rights to the management of the Borrower, (g) any other noncash charges, noncash expenses or noncash losses of the Borrower or any of its Subsidiaries for such period including any straight line rent adjustments (excluding any such charge, expense or loss incurred in the ordinary course of business that constitutes an accrual of or a reserve for cash charges for any future period), (h) pre-opening construction costs and other reasonable expenses actually incurred in connection with the opening of a new Restaurant, and (i) merger and stock compensation expenses for the fiscal year ended December 26, 2006, provided , however , that cash payments made in such period or in any future period in respect of such noncash charges, expenses or losses (excluding any such charge, expense or loss incurred in the ordinary course of business that constitutes an accrual of or a reserve for cash charges for any future period) shall be subtracted from Consolidated Net Income in calculating Consolidated EBITDA in the period when such payments are made, and minus , to the extent included in the statement of such Consolidated Net Income for such period, the sum of (a) interest income, (b) any extraordinary income or gains determined in accordance with GAAP, (c) any income or gains (or plus any losses) attributable to the

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Restaurant in Branson, Missouri, (d) any other non-cash income (excluding any items that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period that are described in the parenthetical to clause (g) above) and (e) any professional fees payable in connection with the New York Claim, all as determined on a consolidated basis. For the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a " Reference Period ") pursuant to any determination of the Consolidated Leverage Ratio or the Consolidated Senior Debt Ratio, (i) if at any time during such Reference Period the Borrower or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period and (ii) if during such Reference Period the Borrower or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition occurred on the first day of such Reference Period. As used in this definition, " Material Acquisition " means any acquisition of property or series of related acquisitions of property that (a) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the Capital Stock of a Person and (b) involves the payment of consideration by the Borrower and its Subsidiaries in excess of $2,000,000, provided that , the acquisition of assets to start or open a Restaurant (including, without limitation, real property or a constructed store) shall constitute a Material Acquisition for purposes of calculating Consolidated EBITDA when such Restaurant opens for business; and " Material Disposition " means any Disposition of property or series of related Dispositions of property that yields gross proceeds to the Borrower or any of its Subsidiaries in excess of $2,000,000.

        " Consolidated EBITDAR ": for any period, Consolidated EBITDA for such period plus , Consolidated Rental Expense for such period.

        " Consolidated Fixed Charge Coverage Ratio ": for any period, the ratio of (a) Consolidated EBITDA for such period to (b) the sum of Consolidated Interest Expense plus (i) all cash income tax expenses; (ii) all scheduled repayments of principal; and (iii) until December 30, 2008, Capital Expenditures made as maintenance which is regularly scheduled and in the ordinary course of business for such period, for each Restaurant that has been in business for more than 6 months, and thereafter, all Capital Expenditures. For purposes of determining the Consolidated Fixed Charge Coverage Ratio for the period of four consecutive quarters ending September 4, 2007, December 25, 2007 and March 18, 2008, Consolidated Interest Expense, cash income tax expenses and scheduled repayments of principal shall be deemed to be equal to (a) the Consolidated Interest Expense, cash income tax expenses and scheduled repayments of principal, in each case, for the fiscal quarter ended September 4, 2007, multiplied by 4, (b) the Consolidated Interest Expense, cash income tax expenses and scheduled repayments of principal, in each case, for the two consecutive fiscal quarters ended December 25, 2007, multiplied by 2 and (c) the Consolidated Interest Expense, cash income tax expenses and scheduled repayments of principal, in each case, for the three consecutive quarters ended March 18, 2008, multiplied by 4/3, respectively.

        " Consolidated Interest Coverage Ratio ": for any period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period.

        " Consolidated Interest Expense ": for any period, total cash interest expense (including that attributable to Capital Lease Obligations) of the Borrower and its Subsidiaries for such period with respect to all outstanding Indebtedness of the Borrower and its Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing and net costs under Hedge Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP).

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        " Consolidated Leverage Ratio ": at any time, the ratio of (a) Consolidated Total Debt as of the last day of then most recently completed fiscal quarter to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters ended on such last day.

        " Consolidated Net Income ": for any period, the consolidated net income (or loss) of the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of the Borrower) in which the Borrower or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Borrower or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary of the Borrower to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary.

        " Consolidated Rental Expense ": the aggregate amount of rent payable under all leases of the Borrower and its Subsidiaries, the obligation with respect to which is not included under the definition of Indebtedness.

        " Consolidated Senior Debt ": all Consolidated Total Debt other than the Subordinated Debt.

        " Consolidated Senior Debt Ratio ": at any time, the ratio if (a) Consolidated Senior Debt as of the last day of the then most recently completed fiscal quarter to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters ended on such last day.

        " Consolidated Total Debt ": at any date, the aggregate principal amount of all Indebtedness of the Borrower and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP other than (a) Indebtedness of a Group Member owing to another Group Member, (b) Indebtedness of the Borrower owing to its dissenting shareholders related to the claims of such shareholders in connection with Wagon Investments' acquisition of the Borrower and (c) the Subordinated Debt (to the extent such Indebtedness remains subordinated pursuant to the terms of the Subordination Agreement).

        " Consolidated Working Capital ": at any date, the excess of Consolidated Current Assets on such date over Consolidated Current Liabilities on such date.

        " Contractual Obligation ": as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

        " Conversion/Continuation Notice ": a notice substantially in the form of Exhibit B .

        " Default ": any of the events specified in Section 9, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

        " Default Excess ": with respect to any Defaulting Lender, the excess, if any, of such Defaulting Lender's pro rata share of the aggregate outstanding principal amount of Loans of all Lenders (calculated as if all Defaulting Lenders (including such Defaulting Lender) had funded all of their respective Defaulted Loans) over the aggregate outstanding principal amount of all Loans of such Defaulting Lender.

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        " Default Period ": with respect to any Defaulting Lender, the period commencing on the date of the applicable Funding Default and ending on the earliest of the following dates: (i) the date on which all Commitments are cancelled or terminated and/or the Obligations are declared or become immediately due and payable, (ii) the date on which (a) the Default Excess with respect to such Defaulting Lender shall have been reduced to zero (whether by the funding by such Defaulting Lender of any Defaulted Loans of such Defaulting Lender or by the non-pro rata application of any voluntary or mandatory prepayments of the Loans in accordance with the terms of Section 4.1 or Section 4.2 or by a combination thereof) and (b) such Defaulting Lender shall have delivered to Borrower and Administrative Agent a written reaffirmation of its intention to honor its obligations hereunder with respect to its Commitments, and (iii) the date on which Borrower, Administrative Agent and Required Lenders waive all Funding Defaults of such Defaulting Lender in writing.

        " Defaulting Lender ": as defined in Section 4.14.

        " Defaulted Loan ": as defined in Section 4.14.

        " Deposit Account ": a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

        " Disposition ": with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof. The terms " Dispose " and " Disposed of " shall have correlative meanings.

        " Dollars " and " $ ": dollars in lawful currency of the United States.

        " Domestic Subsidiary ": any Subsidiary of the Borrower organized under the laws of any jurisdiction within the United States.

        " ECF Percentage ": 75%.

        " Environmental Claim ": any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

        " Environmental Laws ": any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time hereafter be in effect.

        " ERISA ": the Employee Retirement Income Security Act of 1974, as amended from time to time.

        " Eurocurrency Reserve Requirements ": for any day as applied to a Eurodollar Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal and emergency reserves under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto) dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of the Board) maintained by a member bank of the Federal Reserve System.

        " Eurodollar Base Rate ": with respect to each day during each Interest Period pertaining to a Eurodollar Loan, the rate per annum determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on

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Reuters Screen LIBOR01 Page as of 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period. In the event that such rate does not appear on Reuters Screen LIBOR01 Page, the " Eurodollar Base Rate " shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent or, in the absence of such availability, by reference to the rate at which the Administrative Agent is offered Dollar deposits at or about 11:00 A.M., New York City time, two Business Days prior to the beginning of such Interest Period in the interbank eurodollar market where its eurodollar and foreign currency and exchange operations are then being conducted for delivery on the first day of such Interest Period for the number of days comprised therein.

        " Eurodollar Loans ": Loans the rate of interest applicable to which is based upon the Eurodollar Rate.

        " Eurodollar Rate ": with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum determined for such day in accordance with the following formula (rounded upward to the nearest 1/100th of 1%):

        " Event of Default ": any of the events specified in Section 9, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

        " Excess Cash Flow ": for any fiscal year of the Borrower, the excess, if any, of (a) the sum, without duplication, of (i) Consolidated Net Income for such fiscal year adjusted to exclude any gains or losses attributable to events (including Asset Sales and Recovery Events, it being understood that any Reinvestment Deferred Amount shall not be included in the calculation of Excess Cash Flow) that trigger a mandatory prepayment under Section 4.2, (ii) the amount of all non-cash charges (including depreciation and amortization) deducted in arriving at such Consolidated Net Income to the extent not also included in the calculation of Consolidated Working Capital, (iii) decreases in Consolidated Working Capital for such fiscal year, and (iv) the aggregate net amount of non-cash loss on the Disposition of Property by the Borrower and its Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income less (b) the sum, without duplication, of (i) the amount of all non-cash credits included in arriving at such Consolidated Net Income to the extent not also included in the calculation of Consolidated Working Capital, (ii) the aggregate amount actually paid by the Borrower and its Subsidiaries in cash during such fiscal year on account of Capital Expenditures (excluding the principal amount of Indebtedness incurred to finance such expenditures (but including repayments of any such Indebtedness incurring during such period or any prior period) and any such expenditures financed with the proceeds of any Reinvestment Deferred Amount), (iii) the aggregate amount of all prepayments of Revolving Loans during such fiscal year to the extent accompanying permanent optional reductions of the Revolving Commitments and all optional prepayments of the Term Loans during such fiscal year, (iv) the aggregate amount of all regularly scheduled principal payments of Funded Debt (including the Term Loans) of the Borrower and its Subsidiaries made during such fiscal year (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), (v) increases in Consolidated Working Capital for such fiscal year (net of amounts actually applied by the Borrower to settle cash claims held by dissenting shareholders in connection with Wagon Investments' acquisition of the Borrower, which were asserted prior to the date of this Agreement, and which amounts were funded with proceeds of the Center Cut Letter of Credit and/or additional equity contributions made by Wagon Investments), and (vi) the aggregate net amount of non-cash gain on the Disposition of Property by the Borrower and its Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent included in arriving at such Consolidated Net Income.

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        " Excess Cash Flow Application Date ": as defined in Section 4.2.

        " Excluded Foreign Subsidiary ": any Foreign Subsidiary in respect of which either (a) the pledge of all of the Capital Stock of such Subsidiary as Collateral or (b) the guaranteeing by such Subsidiary of the Obligations, would, in the good faith judgment of the Borrower, result in adverse tax consequences to the Borrower.

        " Existing Indebtedness ": the Indebtedness arising under the Replacement Promissory Note dated December 13, 2006 in the aggregate principal amount of $108,624,541.38 executed by Wagon Investments (formerly known as Cosmo Investment Holdings (Poseidon), LLC) in favor of LSF5 Affiliate Finance Co., Ltd.

        " Facility ": each of (a) the Term Commitments and the Term Loans made thereunder (the " Term Facility ") and (b) the Revolving Commitments and the extensions of credit made thereunder (the " Revolving Facility ").

        " FDIC ": Federal Deposit Insurance Corporation.

        " Federal Funds Effective Rate ": for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by the Reference Lender from three federal funds brokers of recognized standing selected by it.

        " Fiscal Year ": means the fiscal year of the Borrower and its Subsidiaries, as applicable, ending on the last Tuesday of each calendar year.

        " Foreign Subsidiary ": any Subsidiary of the Borrower that is not a Domestic Subsidiary.

        " Fund ": any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

        " Funded Debt ": as to any Person, all Indebtedness of such Person that matures more than one year from the date of its creation or matures within one year from such date but is renewable or extendible, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including all current maturities and current sinking fund payments in respect of such Indebtedness whether or not required to be paid within one year from the date of its creation and, in the case of the Borrower, Indebtedness in respect of the Loans. Funded Debt shall not include any Indebtedness of a Group Member owing to another Group Member, Indebtedness of the Borrower owing to the dissenting shareholders related to the claims of such shareholders in connection with Wagon Investments' acquisition of the Borrower or Subordinated Debt (to the extent such indebtedness remains subordinated pursuant to the terms of the Subordination Agreement).

        " Funding Default ": as defined in Section 4.14.

        " Funding Notice ": a notice substantially in the form of Exhibit A .

        " Funding Office ": the office of the Administrative Agent specified in Section 11.2 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Borrower and the Lenders.

        " GAAP ": generally accepted accounting principles in the United States as in effect from time to time except that for purposes of Section 8.1, GAAP shall be determined on the basis of such principles

10

in effect on the date hereof and consistent with those used in the preparation of the most recent audited financial statements referred to in Section 5.1(b). In the event that any Accounting Change (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Changes with the desired result that the criteria for evaluating the Borrower's financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. " Accounting Changes " refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.

        " Gift Card Account ": any deposit account held by a Group Member in which Cash relating to gift cards is maintained.

        " Governmental Authority ": any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners).

        " Group Members ": the collective reference to Wagon Investments, the Borrower and its respective Subsidiaries.

        " Guarantee and Collateral Agreement ": the Guarantee and Collateral Agreement to be executed and delivered by Wagon Investments, the Borrower and each Subsidiary Guarantor, substantially in the form of Exhibit C-1 .

        " Guarantee Obligation ": as to any Person (the " guaranteeing person "), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity, or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the " primary obligations ") of any other third Person (the " primary obligor ") in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , however , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person's maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

        " Guaranteed Leases " means the leases listed on Schedule 5.33 .

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        " Guarantors ": the collective reference to Wagon Investments and the Subsidiary Guarantors.

        " Hazardous Materials ": any chemical, material or substance, exposure to which is prohibited, limited or regulated by any Governmental Authority or which may or could pose a hazard to the health and safety of the owners, occupants or any Persons in the vicinity of any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by Wagon Investments or any of its Subsidiaries or any of their respective predecessors or Affiliates or to the indoor or outdoor environment.

        " Hazardous Materials Activity ": any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, release, threatened release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing.

        " Hedge Agreements ": any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Hedge Agreement.

        " Highest Lawful Rate ": the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.

        " Increased-Cost Lender ": as defined in Section 4.15.

        " Indebtedness ": of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than current trade payables incurred in the ordinary course of such Person's business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, (g) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Capital Stock of such Person, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above, (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, and (j) for the purposes of Sections 8.2 and 9(e) only, all obligations of such Person in respect of Hedge Agreements. The amount of the obligations of the Borrower or any Subsidiary in respect of any Hedge Agreement shall, at any time of determination and for all purposes under this Agreement, be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Hedge Agreement were terminated at such time giving effect to current market conditions notwithstanding any contrary treatment in accordance with GAAP. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any

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partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person's ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor.

        " Insolvency ": with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

        " Insolvent ": pertaining to a condition of Insolvency.

        " Indemnified Liabilities ": collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, claims (including Environmental Claims), actions, judgments, suits, costs (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or abate any Hazardous Materials Activity), expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of (i) this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including the Lenders' agreement to make Loans or the use or intended use of the proceeds thereof, or any enforcement of any of the Loan Documents (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guarantee and Collateral Agreement or any Security Document)); (ii) the statements contained in the commitment letter delivered by any Lender to Borrower with respect to the transactions contemplated by this Agreement; or (iii) any Environmental Claim or any Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, or practice of Wagon Investments or any of its Subsidiaries.

        " Indemnitee ": as defined in Section 11.6.

        " Intellectual Property ": the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

        " Intellectual Property Security Agreement ": the Intellectual Property Security Agreement to be executed and delivered by each Loan Party substantially in the form of Exhibit C-2 .

        " Interest Payment Date ": (a) as to any Base Rate Loan, the last day of each fiscal quarter of the Borrower to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period and (d) as to any Loan (other than any Revolving Loan that is a Base Rate Loan), the date of any repayment or prepayment made in respect thereof.

        " Interest Period ": as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two, three or six or (if agreed to by all Lenders under the relevant Facility) nine and twelve months thereafter, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last

13

day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six or (if available to all Lenders under the relevant Facility) nine and twelve months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent no later than noon, New York City time, on the date that is three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:

•           (i)  if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

           (ii)  the Borrower may not select an Interest Period under a particular Facility that would extend beyond the Revolving Termination Date or beyond the date final payment is due on the Term Loans, as the case may be;

          (iii)  any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month; and

          (iv)  the Borrower shall select Interest Periods so as not to require a payment or prepayment of any Eurodollar Loan during an Interest Period for such Loan.

        " Investments ": as defined in Section 8.7.

        " Issuing Lender ": Barclays Bank PLC, in its capacity as issuer of any Letter of Credit.

        " Landlord Consent and Estoppel " means a Landlord Estoppel and Agreement substantially in the form of Exhibit K with such amendments or modifications as may be reasonably approved by the Administrative Agent or such other form approved by the Administrative Agent.

        " Landlord Estoppel " means a Landlord Estoppel substantially in the form of Exhibit L with such amendments or modifications as may be approved by the Collateral Agent or such other form approved by the Administrative Agent.

        " Landlord Notice " means letter, substantially in the form of Exhibit M , from the Loan Party tenant under the related lease, pursuant to which, among other things, the Loan Party provides notice to the landlord of the granting of a Mortgage on such Mortgaged Property by the Loan Party tenant.

        " L/C Commitment ": $10,000,000.

        " L/C Fee Payment Date ": the last day of each fiscal quarter of the Borrower and the last day of the Revolving Commitment Period.

        " L/C Obligations ": at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 3.9.

        " L/C Participants ": the collective reference to all the Revolving Lenders other than the Issuing Lender.

        " Lead Arranger ": as defined in the preamble to this Agreement.

        " Lease " means those certain lease agreements listed on Schedule 5.9 for the Leasehold Properties.

        " Leasehold Mortgaged Property " as defined in Section 7.17(b).

        " Leasehold Property " means the leasehold properties listed in Schedule 5.9 .

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        " Lenders ": as defined in the preamble hereto; provided, that unless the context otherwise requires, each reference herein to the Lenders shall be deemed to include any SPV.

        " Letters of Credit ": as defined in Section 3.5(a).

        " Lien ": any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

        " Loan ": any loan made by any Lender pursuant to this Agreement.

        " Loan Documents ": this Agreement, the Security Documents and the Subordination Agreement.

        " Loan Parties ": each Group Member that is a party to a Loan Document.

        " Majority Facility Lenders ": with respect to any Facility, the holders of more than 50% of the aggregate unpaid principal amount of the Term Loans or the Total Revolving Extensions of Credit, as the case may be, outstanding under such Facility (or, in the case of the Revolving Facility, prior to any termination of the Revolving Commitments, the holders of more than 50% of the Total Revolving Commitments).

        " Material Adverse Effect ": a material adverse effect on (a) the business, assets, property, operations, condition (financial or otherwise), results of operations or prospects of the Borrower and its Subsidiaries taken as a whole, (b) the ability of any Loan Parties to fully and timely perform their Obligations or (c) the legality, validity, binding effect or enforceability of this Agreement or any of the other Loan Documents or the rights, remedies or benefits of the Agents or the Lenders hereunder or thereunder or the validity, perfection or priority of the Administrative Agent's Liens on the Collateral.

        " Material Contract ": the contracts listed on Schedule 5.9 and identified as "Material Contracts" and any other contract or arrangement to which the Borrower or any of its Subsidiaries is a party (other than the Loan Documents) for which breach or termination before the expiration could reasonably be expected to have a Material Adverse Effect.

        " Materials of Environmental Concern ": any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

        " Mortgaged Properties ": the real properties listed on Schedule 1.1 and any Leasehold Mortgage Property, as to which the Administrative Agent for the benefit of the Lenders shall be granted a Lien pursuant to the Mortgages.

        " Mortgages ": each of the mortgages and deeds of trust made by any Loan Party in favor of, or for the benefit of, the Administrative Agent for the benefit of the Lenders, substantially in the form of Exhibit G (with such changes thereto as shall be advisable under the law of the jurisdiction in which such mortgage or deed of trust is to be recorded).

        " Multiemployer Plan ": a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

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        " Net Cash Proceeds ": (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or by the Disposition of any non-cash consideration received in connection therewith or otherwise, but only as and when received) of such Asset Sale or Recovery Event, net of attorneys' fees, accountants' fees, investment banking fees, amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset that is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document) and other customary fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and (b) in connection with any issuance or sale of Capital Stock or any capital contribution or any incurrence of Indebtedness, the cash proceeds received from such issuance, contribution or incurrence, net of attorneys' fees, investment banking fees, accountants' fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith.

        " New York Claim ": that certain claim as of the date hereof against Del Frisco's of New York, Inc. by former employees of Del Frisco's of New York, Inc. relating to tip sharing.

        " Non-Consenting Lender ": as defined in Section 4.15.

        " Non-Excluded Taxes ": as defined in Section 4.11(a).

        " Non-U.S. Lender ": as defined in Section 4.11(d).

        " Notes ": the collective reference to any promissory note evidencing the Loans.

        " Obligations ": the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Borrower to any Agent or to any Lender arising under or in connection with the Loan Documents, and all obligations of the Borrower owing to any Affiliate of any Lender in the case of Specified Hedge Agreements, in each case, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, any Specified Hedge Agreement or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to any Agent or to any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise; provided , that (i) obligations of the Borrower or any Subsidiary under any Specified Hedge Agreement shall be secured and guaranteed pursuant to the Security Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (ii) any release of Collateral or Guarantors effected in the manner permitted by this Agreement shall not require the consent of holders of obligations under Specified Hedge Agreements.

        " Other Taxes ": any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

        " Parking Agreements " means (i) that certain Lot 4 Parking Lease by and between New Orchard I-25 Ventrue, LLP and Del Frisco's of Colorado, Inc., dated April 1, 2005 and (ii) those certain provisions of the Agreement of Purchase and Sale by and between CR IV Industrial, L.P. and Big Steak, LP, dated October 12, 2005 referenced in that certain Memorandum of Parking Rights by and

16

between CR IV Industrial, L.P. and Big Steak, LP, dated as of January 11, 2006 and recorded as Instrument No. 2006005917 in the Official Public Records of Travis County, Texas.

        " Participant ": as defined in Section 11.7(d).

        " PBGC ": the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

        " Permitted Indebtedness ": all Indebtedness permitted by Section 8.2.

        " Person ": an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

        " Plan ": at a particular time, any employee benefit plan that is covered by ERISA and in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

        " Power of Attorney ": the power of attorney dated July 6, 2007 granted in favor of the Administrative Agent by Del Frisco's of New York, Inc., relating to the exercise of the option to renew that certain lease agreement dated July 15, 1997 entered into with Rock-McGraw, Inc.

        " Pro Forma Statements ": as defined in Section 5.1(a).

        " Projections ": as defined in Section 7.2(c).

        " Properties ": as defined in Section 5.20(a).

        " Property ": any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Capital Stock.

        " Qualified Counterparty ": with respect to any Specified Hedge Agreement, any counterparty thereto that, at the time such Specified Hedge Agreement was entered into, was a Lender or an Affiliate of a Lender.

        " Recorded Leasehold Interest " means a Leasehold Property with respect to which a document, instrument, or other filing has been recorded in all places necessary or desirable, in Administrative Agent's reasonable judgment, to give constructive notice of such Leasehold Property to third-party purchasers and holders of encumbrances of the affected real property.

        " Recovery Event ": any settlement of or receipt of payment in respect of any property or casualty claim or any condemnation proceeding relating to any asset of any Group Member.

        " Reference Lender ": Barclays Bank PLC.

        " Register ": as defined in Section 11.7(c).

        " Regulation U ": Regulation U of the Board as in effect from time to time.

        " Reimbursement Obligation ": the obligation of the Borrower to reimburse the Issuing Lender pursuant to Section 3.9 for amounts drawn under Letters of Credit.

        " Reinvestment Deferred Amount ": with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by any Group Member in connection therewith that are not applied to prepay the Term Loans or reduce the Revolving Commitments pursuant to Section 4.2(c) as a result of the delivery of a Reinvestment Notice.

        " Reinvestment Event ": any Asset Sale in respect of which the Borrower has delivered a Reinvestment Notice.

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        " Reinvestment Notice ": a written notice executed by a Responsible Officer on or prior to the date falling 12 months after an Asset Sale, stating that no Event of Default has occurred and is continuing and that the Borrower (directly or indirectly through a Subsidiary) has committed to use all or a specified portion of the Net Cash Proceeds with respect to such Asset Sale within 90 days after the date of such notice to acquire, replace or repair fixed or capital assets useful in its business.

        " Reinvestment Prepayment Amount ": with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant Reinvestment Prepayment Date to acquire, replace or repair fixed or capital assets useful in the Borrower's business.

        " Reinvestment Prepayment Date ": with respect to any Reinvestment Event, the earlier of (a) the date occurring twelve months after such Reinvestment Event and (b) the date on which the Borrower shall have determined not to, or shall have otherwise ceased to, acquire or repair fixed or capital assets useful in the Borrower's business.

        " Related Documents " means the Center Cut Letter of Credit, the Asset Advisory Agreement, the Shared Services Agreement and the Power of Attorney.

        " Reorganization ": with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

        " Replacement Lender ": as defined in Section 4.15.

        " Reportable Event ": any of the events set forth in Section 4043(b) of ERISA, other than those events as to which the thirty day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.

        " Required Lenders ": at any time, the holders of more than 50% of (a) until the funding of the Term Loans, the Commitments then in effect and (b) thereafter, the sum of (i) the aggregate unpaid principal amount of the Term Loans then outstanding and (ii) the Total Revolving Commitments then in effect or, if the Revolving Commitments have been terminated, the Total Revolving Extensions of Credit then outstanding.

        " Requirement of Law ": as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

        " Responsible Officer ": the chief executive officer, president, chief financial officer or treasurer of the Borrower, but in any event, with respect to financial matters, the chief financial officer or treasurer of the Borrower and, for the purpose of Section 9(d) only, officers with specific responsibilities or equivalent roles thereto.

        " Restaurants ": any restaurant business owned by the Borrower or any of its Subsidiaries.

        " Restricted Payments ": as defined in Section 8.6.

        " Revolving Commitment ": as to any Lender, the obligation of such Lender, if any, to make Revolving Loans and participate in Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set forth under the heading "Revolving Commitment" under such Lender's name on Annex A or in the applicable Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The original amount of the Total Revolving Commitments is $20,000,000.

        " Revolving Commitment Period ": the period from and including the Closing Date to the Revolving Termination Date.

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        " Revolving Extensions of Credit ": as to any Revolving Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Loans held by such Lender then outstanding and (b) such Lender's Revolving Percentage of the L/C Obligations then outstanding.

        " Revolving Lender ": each Lender that has a Revolving Commitment or that holds Revolving Loans.

        " Revolving Loans ": as defined in Section 3.1(a).

        " Revolving Percentage ": as to any Revolving Lender at any time, the percentage which such Lender's Revolving Commitment then constitutes of the Total Revolving Commitments (or, at any time after the Revolving Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender's Revolving Loans then outstanding constitutes of the aggregate principal amount of the Revolving Loans then outstanding).

        " Revolving Termination Date ": means the earlier of (i) July 6, 2013 or (ii) the date all Revolving Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

        " SEC ": the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.

        " Secured Parties ": has the meaning assigned to that term in the applicable Security Document.

        " Security Documents ": the collective reference to the Guarantee and Collateral Agreement, the Intellectual Property Security Agreement, the Mortgages and all other security documents hereafter delivered to the Administrative Agent granting a Lien on any property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document.

        " Selected Rating Agencies " means any two of Moody's, S&P or any other nationally recognized rating agency selected by the Borrower from time to time and reasonably acceptable to the Administrative Agent; provided that for any such selection to be valid, the Borrower shall have notified the Administrative Agent of such selection prior to such selection taking effect and if the Borrower has not notified the Administrative Agent of any such selection, then the Borrower shall be deemed to have selected Moody's and S&P.

        " Senior Debt Ratings " means the ratings assigned to the senior secured, non-credit enhanced debt of the Borrower by the Selected Rating Agencies.

        " Shared Services Agreement ": the Shared Services Agreement dated December 13, 2006 between LS Management, Inc. and the Borrower.

        " Single Employer Plan ": any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan.

        " Solvency Certificate ": as defined in Section 6.1(k).

        " Solvent ": with respect to any Person, as of any date of determination, (a) the amount of the "present fair saleable value" of the assets of such Person will, as of such date, exceed the amount of all "liabilities of such Person, contingent or otherwise," as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business and (d) such Person will be able to pay its debts as they mature. For purposes of this definition, (i) "debt" means liability on a "claim," and (ii) "claim" means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal,

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equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

        " Specified Hedge Agreement ": any Hedge Agreement relating to currencies and interest rates (a) entered into by (i) the Borrower or any of its Subsidiaries and (ii) any Qualified Counterparty and (b) that has been designated by such Agent or Lender, as the case may be, and the Borrower, by notice to the Administrative Agent, as a Specified Hedge Agreement. The designation of any Hedge Agreement as a Specified Hedge Agreement shall not create in favor of the Qualified Counterparty that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Guarantee and Collateral Agreement.

        " Sponsor ": Lone Star Fund V (U.S.) L.P., a limited partnership, formed in the State of Delaware.

        " SPV ": has the meaning given to it in Section 11.7(b).

        " Subordinated Debt ": the unsecured Indebtedness evidenced by the promissory note of Lone Star Finance, Inc. dated as of July 6, 2007 issued to LS Management, Inc.

        " Subordination Agreement ": the Subordination Agreement dated as of July 6, 2007 between Lone Star Finance, Inc. as debtor, LS Management, Inc. as junior creditor and Barclays Bank PLC as senior agent relating to the Subordinated Debt.

        " Subsidiary ": as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.

        " Subsidiary Guarantor ": each Subsidiary of the Borrower other than any Excluded Foreign Subsidiary.

        " Syndication Agents ": as defined in the preamble to this Agreement.

        " Term Commitment ": as to any Lender, the obligation of such Lender, if any, to make a Term Loan to the Borrower in a principal amount not to exceed the amount set forth on Annex A or in the applicable Assignment and Assumption. The original aggregate amount of the Term Commitments is $110,000,000.

        " Term Lender ": each Lender that has a Term Commitment or that holds a Term Loan.

        " Term Loan ": as defined in Section 2.1.

        " Term Facility Maturity Date ": means the earlier of (i) July 6, 2014 and (ii) the date all Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

        " Term Percentage ": as to any Term Lender at any time, the percentage which such Lender's Term Commitment then constitutes of the aggregate Term Commitments (or, at any time after the funding of the Term Loans, the percentage which the aggregate principal amount of such Lender's Term Loans then outstanding constitutes of the aggregate principal amount of the Term Loans then outstanding).

        " Terminated Lender ": as defined in Section 4.15.

        " Total Revolving Commitments ": at any time, the aggregate amount of the Revolving Commitments then in effect.

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        " Total Revolving Extensions of Credit ": at any time, the aggregate amount of the Revolving Extensions of Credit of the Revolving Lenders outstanding at such time.

        " Transactions ": as defined in the Recitals to this Agreement.

        " Transferee ": any Assignee or Participant.

        " Type ": as to any Loan, its nature as a Base Rate Loan or a Eurodollar Loan.

        " Unfunded or Revolving Loan ": either a Term Loan that has not been fully funded or a Revolving Loan.

        " United States ": the United States of America.

        " USA Patriot Act ": as defined in Section 5.30.

        " Wagon Investments ": has the meaning given to it in the Preamble.

        " Wholly Owned Subsidiary ": as to any Person, any other Person all of the Capital Stock of which (other than directors' qualifying shares required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

        " Wholly Owned Subsidiary Guarantor ": any Subsidiary Guarantor that is a Wholly Owned Subsidiary of the Borrower.

        1.2.     Other Definitional Provisions.     (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

        (b)   As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to any Group Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP, (ii) the words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation," (iii) the word "incur" shall be construed to mean incur, create, issue, assume or become liable in respect of (and the words "incurred" and "incurrence" shall have correlative meanings), (iv) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, and (v) references to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time (subject to any applicable restrictions hereunder).

        (c)   The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

        (d)   The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

        (e)   The expressions, "payment in full," "paid in full" and any other similar terms or phrases when used herein with respect to the Obligations shall mean the payment in full, in immediately available funds, of all the Obligations (other than contingent Obligations).

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SECTION 2. AMOUNT AND TERMS OF TERM COMMITMENTS

        2.1.     Term Commitments.     Subject to the terms and conditions hereof, each Term Lender severally agrees to make a term loan (a " Term Loan ") to the Borrower on the Closing Date in an amount not to exceed the amount of the Term Commitment of such Lender. The Borrower may make only one borrowing under the Term Loan which shall be on the Closing Date. Each Lender's Term Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender's Term Commitment on such date. The Term Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 4.3.

        2.2.     Procedure for Term Loan Borrowing.     The Borrower shall give the Administrative Agent an irrevocable Funding Notice (which notice must be received by the Administrative Agent prior to noon, New York City time, three Business Days prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. The Term Loans made on the Closing Date shall initially be Base Rate Loans and, unless otherwise agreed by the Administrative Agent in its sole discretion, no Term Loan may be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the date that is 3 days after the Closing Date. Upon receipt of such notice, the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, each Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders in immediately available funds.

        2.3.     Repayment of Term Loans     The Term Loan of each Term Lender shall mature in 27 consecutive quarterly installments, commencing on September 4, 2007, each of which shall be in an

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amount equal to such Lender's Term Percentage multiplied by the amount set forth below opposite such installment:

provided that the scheduled installments of principal of the Term Loans set forth above shall be reduced in connection with any voluntary or mandatory prepayments of the Term Loans in accordance with Sections 4.1 and 4.2 hereof; and provided , further that (i) the Term Loan and all other amounts owed hereunder with respect to the Term Loan shall be paid in full no later than the Term Facility Maturity Date and (ii) the final installment payable by the Borrower in respect of the Term Loans on such date shall be in an amount, if such amount is different from that specified amount, sufficient to repay all amounts owing by the Borrower under the Agreement with respect to the Term Loans.

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SECTION 3. AMOUNT AND TERMS OF REVOLVING COMMITMENTS

        3.1.     Revolving Commitments.     (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (" Revolving Loans ") to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender's Revolving Percentage of the L/C Obligations then outstanding does not exceed the amount of such Lender's Revolving Commitment. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying and reborrowing the Revolving Loans in whole or in part, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans, Base Rate Loans or a combination thereof, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 3.2 and 4.3. Each Lender's Revolving Commitment shall expire on the Revolving Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in full no later than such date.

        (b)   The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date.

        3.2.     Procedure for Revolving Loan Borrowing.     The Borrower may borrow under the Revolving Commitments during the Revolving Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent a Funding Notice (which notice must be received by the Administrative Agent prior to noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans) provided that any such notice of a borrowing of Base Rate Loans under the Revolving Facility to finance payments required to be made pursuant to Section 3.3 may be given not later than noon, New York City time, on the date of the proposed borrowing, specifying (i) the amount and Type of Revolving Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Each borrowing under the Revolving Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, $500,000 or a whole multiple thereof (or, if the then aggregate Available Revolving Commitments are less than $100,000, such lesser amount) and (y) in the case of Eurodollar Loans, $500,000 or a whole multiple of $100,000 in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Revolving Lender thereof. Each Revolving Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent.

        3.3.     Commitment Fees, etc.     (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee for the period from and including the Closing Date to the last day of the Revolving Commitment Period, computed at the Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on the last day of each March, June, September and December and on the Revolving Termination Date, commencing with the fiscal quarter ending September 4, 2007.

        (b)   The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates previously agreed to in a letter agreement executed by the Borrower and the Administrative Agent.

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        3.4.     Termination or Reduction of Revolving Commitments.     The Borrower shall have the right, upon not less than three Business Days' notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Commitments then in effect.

        3.5.     L/C Commitment.     (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.8(a), agrees to issue letters of credit (" Letters of Credit ") for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $5,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

        (b)   The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

        3.6.     Procedure for Issuance of Letter of Credit.     The Borrower may from time to time request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of the Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may request as may be related to the issuance of such Letter of Credit. Upon receipt of any Application, the Issuing Lender will notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of confirmation from the Administrative Agent that after giving effect to the requested issuance, the Available Revolving Commitments would not be less than zero, the Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender and the Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower (with a copy to the Administrative Agent) promptly following the issuance thereof. The Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

        3.7.     Fees and Other Charges.     (a) The Borrower will pay a fee on all outstanding Letters of Credit at a per annum rate equal to the product of (i) the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility and (ii) the average daily maximum aggregate amount available to be drawn under all Letters of Credit during the fiscal quarter then ended, shared ratably among the Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date

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after the issuance date. In addition, the Borrower shall pay to the Issuing Lender for its own account a fronting fee on the undrawn and unexpired amount of each Letter of Credit as agreed by the Borrower and the Issuing Lender, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date.

        (b)   In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

        3.8.     L/C Participations.     (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Percentage in the Issuing Lender's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent upon demand of the Issuing Lender an amount equal to such L/C Participant's Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender.

        (b)   If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section 3.8(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.8(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be deemed conclusive in the absence of manifest error.

        (c)   Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.8(a), the Administrative Agent or the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided , however , that in the event that any such payment received by Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

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        3.9.     Reimbursement Obligation of the Borrower.     The Borrower agrees to reimburse the Issuing Lender on the same Business Day on which the Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by the Issuing Lender for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment provided that the Borrower shall have received such notice prior to 10:00 A.M., New York City time on such Business Day, if such notice is not received prior to 10:00 A.M., then the Borrower shall so reimburse the Issuing Lender on the Business Day immediately following the Borrower's receipt of such notice. Each such payment shall be made to the Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (i) until the Business Day next succeeding the date of the relevant notice, Section 4.5(b) and (ii) thereafter, Section 4.5(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 9(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 3.18 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 3.2 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Loans could be made, pursuant to Section 3.2, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

        3.10.     Obligations Absolute.     The Borrower's obligations under Section 3.9 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against the Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with the Issuing Lender that the Issuing Lender shall not be responsible for, and the Borrower's Reimbursement Obligations under Section 3.9 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Issuing Lender. The Borrower agrees that any action taken or omitted by the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct and in accordance with the standards of care specified in the Uniform Commercial Code of the State of New York, shall be binding on the Borrower and shall not result in any liability of the Issuing Lender to the Borrower.

        3.11.     Letter of Credit Payments.     If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall promptly notify the Borrower of the date and amount thereof. The responsibility of the Issuing Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are substantially in conformity with such Letter of Credit.

        3.12.     Applications.     To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Section 3, the provisions of this Section 3 shall apply.

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SECTION 4. GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT

        4.1.     Optional Prepayments.     The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than noon, New York City time, three Business Days prior thereto in the case of Eurodollar Loans and no later than noon, New York City time, one Business Day prior thereto in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans; provided , that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 4.12. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 4.1 shall be applied, first , pro rata to the prepayment of the Term Loans, second , to the prepayment of the Total Revolving Extensions of Credit and, third , to reduce permanently the Revolving Commitments.

        4.2.     Mandatory Prepayments and Commitment Reductions.     (a) If any Indebtedness shall be incurred by any Group Member (other than Permitted Indebtedness), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or no later than the third Business Day following such incurrence toward the prepayment of the Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(f).

        (b)   If any Capital Stock shall be issued by any Group Member (other than Capital Stock issued to any Group Member) or any capital contribution is made to any Group Member (other than a capital contribution by any Group Member), an amount equal to 50% of the Net Cash Proceeds thereof shall be applied within 1 Business Day of such issuance or contribution toward the prepayments of the Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(f), to the extent not used by the Borrower to (i) settle certain cash claims asserted as of the date of this Agreement by dissenting shareholders in connection with Wagon Investments' acquisition of the Borrower or (ii) finance Capital Expenditures of the Borrower and its Subsidiaries, provided that any Net Cash Proceeds received from the issuance of Capital Stock of the Borrower to either employees stock plans or Wagon Investments or Affiliates of Wagon Investments, shall not trigger a prepayment required hereunder, or (iii) to pay taxes incurred by a Group Member in connection with Wagon Investments' acquisition of the Borrower (including, without limitation, taxes incurred by a Group Member in the sale by Borrower of the stock of certain of its Subsidiaries immediately prior to Wagon Investments' acquisition of the Borrower).

        (c)   If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(f); provided , that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower; provided that not more than a total aggregate amount of $15,000,000 of such Net Cash Proceeds during the term of this Agreement shall be excluded, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(f) and (iii) all of the Net Cash Proceeds from any Asset Sale constituting a sale and leaseback arrangement permitted under Section 8.5(e) shall be applied toward the prepayment of the Loans and the reduction of the Revolving Commitment as set forth in Section 4.2(f) .

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        (d)   If, for any fiscal year of the Borrower commencing with the fiscal year ending December 25, 2007, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(f); provided however, with respect to the prepayment under this Section for the fiscal year ended December 25, 2007, Excess Cash Flow shall only be measured from the Closing Date. Each such prepayment and commitment reduction shall be made on a date (an " Excess Cash Flow Application Date ") no later than five days after the earlier of (i) the date on which the financial statements of Wagon Investments referred to in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered.

        (e)   If on any date any Group Member shall receive any amount from any federal income tax cash refund to such Group Member, such amount (net of any professional fees and related expenses incurred in connection thereto) shall be applied on such date toward the prepayment of the Loans and the reduction of the Revolving Commitments as set forth in Section 4.2(f).

        (f)    Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 4.2 shall be applied, first , pro rata to the prepayment of the Term Loans as set forth in Section 2.3 hereof and, second , to the prepayment of the Total Revolving Extensions of Credit and, third , to reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced, provided that if the aggregate principal amount of Revolving Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 4.2 shall be made, first , to Base Rate Loans and, second , to Eurodollar Loans. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

        (g)   Notwithstanding the foregoing provisions of this Section 4.2, if at any time the mandatory repayment of Loans pursuant to this Section 4.2 would result in the Borrower's incurring breakage costs in excess of $30,000 under Section 4.11 as a result of Eurodollar Loans being repaid other than on the last day of an Interest Period applicable hereto (any such Eurodollar Loans, " Affected Loans "), the Borrower may elect, by written notice to the Administrative Agent, to have the provisions of the following sentence be applicable so long as (x) no Default or Event of Default then exists and (y) the aggregate principal amount of such Affected Loans is at least $100,000. At the time any Affected Loans are otherwise required to be prepaid, the Borrower may elect to deposit 100% (or such lesser percentage elected by the Borrower as not being repaid) of the principal amounts that otherwise would have been paid in respect of the Affected Loans (but in any event not less than $100,000 in aggregate principal amount) with the Administrative Agent to be held as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent that shall provide for investments of such deposits in Cash Equivalents, with such cash collateral and any interest accrued thereon, to be released upon the request of the Borrower from such cash collateral account (and applied to repay the principal amount of such Eurodollar Loans) upon each occurrence thereafter of the last day of an Interest Period applicable to such Eurodollar Loans (or such earlier date or dates as shall be requested by the Borrower), with the amount to be so released and applied on the last day of each Interest Period to be the amount of such Eurodollar Loans to which such Interest Period applies (or, if less, the amount

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remaining in such cash collateral account); provided that (i) interest in respect of such Affected Loans shall continue to accrue thereon at the rate provided hereunder until such Affected Loans have been repaid in full and (ii) at any time while an Event of Default has occurred and is continuing any or all proceeds on deposit in such collateral account may be applied by the Agent to the payment of such Affected Loans. All risk of loss in respect of investments made as contemplated in this clause (f) shall be on the Borrower. Upon the occurrence of an Event of Default, any amounts in such cash collateral account shall be immediately repaid to the Administrative Agent.

        4.3.     Conversion and Continuation Options.     (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans by giving the Administrative Agent prior irrevocable Conversion/ Continuation Notice of such election no later than noon, New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than noon, New York City time, on the Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no Base Rate Loan under a particular Facility may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

        (b)   Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations, and provided , further , that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

        4.4.     Limitations on Eurodollar Loans.     Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions and continuations of Eurodollar Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar Loan shall be equal to $500,000 or a whole multiple of $100,000 in excess thereof and (b) no more than eight Eurodollar Loans shall be outstanding at any one time.

        4.5.     Interest Rates and Payment Dates.     (a) Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the Applicable Margin.

        (b)   Each Base Rate Loan shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin.

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        (c)   (i) If all or a portion of the principal amount of any Loan or Reimbursement Obligation shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount, all outstanding Loans and Reimbursement Obligation (whether or not overdue) shall bear interest at a rate per annum equal to (x), in the case of the Loans, the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section plus 2% or (y) in the case of Reimbursement Obligations, the rate applicable to Base Rate Loans under the Revolving Facility plus 2%, and (ii) if all or a portion of any interest payable on any Loan or Reimbursement Obligation or any commitment fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate then applicable to Base Rate Loans under the relevant Facility plus 2% (or, in the case of any such other amounts that do not relate to a particular Facility, the rate then applicable to Base Rate Loans under the Revolving Facility plus 2%), in each case, with respect to clauses (i) and (ii) above, from the date of such non-payment until such amount is paid in full (as well after as before judgment). Payment or acceptance of the increased rates of interest provided for in this Section 4.5(c) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of the Administrative Agent or any Lender.

        (d)   Interest shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to paragraph (c) of this Section shall be payable from time to time on demand.

        4.6.     Computation of Interest and Fees.     (a) Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to Base Rate Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed, provided, if a Loan is repaid on the same day on which it was made, one day's interest shall be paid on such Loan. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the Base Rate or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate.

        (b)   Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be deemed conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 4.6(a).

        4.7.     Inability to Determine Interest Rate.     If prior to the first day of any Interest Period:

        (a)   the Administrative Agent shall have determined (which determination shall be deemed conclusive and binding upon the Borrower in the absence of manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or

        (b)   the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders in the absence of manifest error) of making or maintaining their affected Loans during such Interest Period,

        (c)   the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurodollar Loans

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under the relevant Facility requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as Base Rate Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans.

        4.8.     Pro Rata Treatment and Payments.     (a) Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Revolving Percentages, as the case may be, of the relevant Lenders.

        (b)   Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders (except as otherwise provided in Section 4.2(f)). The amount of each principal prepayment of the Term Loans shall be applied to reduce the then remaining installments of the Term Loans based upon the then remaining principal amount thereof. Amounts prepaid on account of the Term Loans may not be reborrowed.

        (c)   Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders.

        (d)   All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding Office, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

        (e)   Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error. If such Lender's share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to

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recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans under the relevant Facility, on demand, from the Borrower. Nothing in this Section 4.8(e) shall be deemed to relieve any Lender from its obligation to fulfill its Term Commitments and Revolving Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.

        (f)    Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing in this paragraph shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.

        4.9.     Making or Maintaining Eurodollar Loans.     

        (a)    Inability to Determine Applicable Interest Rate. In the event that Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto absent manifest error), on any Interest Payment Date with respect to any Eurodollar Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of Eurodollar Rate, Administrative Agent shall on such date give written notice to Borrower and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, Eurodollar Loans until such time as Administrative Agent notifies Borrower and Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower.

        (b)    Illegality or Impracticability of Eurodollar Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto absent manifest error but shall be made only after consultation with Borrower and Administrative Agent) that the making, maintaining or continuation of its Eurodollar Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an " Affected Lender " and it shall on that day give written notice to Bor