AGREEMENT FOR PURCHASE AND SALE

THIS AGREEMENT FOR PURCHASE AND SALE (this “ Agreement ”) is dated as of the Effective Date (as defined in Section 5(a) hereof) between LOGAN’S ROADHOUSE, INC., a Tennessee corporation, having an office at 3011 Armory Drive, Suite 300, Nashville, Tennessee 37204 (the “ Seller ”), and WACHOVIA DEVELOPMENT CORPORATION, a North Carolina corporation, or its assigns (subject to the provisions of Section 21(l) hereof), having an office at One Wachovia Center, 301 South College Street, Charlotte, North Carolina 28288-0174 (the “ Buyer ”).

WHEREAS, Seller is willing to sell all of its rights, title and interests in that certain Property (as hereinafter defined) to Buyer, and Buyer is willing to purchase all of Seller’s rights, title and interests in the Property from Seller in an “as-is” condition, upon the terms and conditions hereinafter set forth; and

WHEREAS, the parties’ intent is for Seller to lease back the Property from Buyer upon the Closing (as hereinafter defined).

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1.    Description of Property .Subject to the terms and conditions of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s right, title and interest in and to the following property and rights (excluding, specifically, any Personal Property (as hereinafter defined)):

(a)    those certain parcels of land as generally scheduled by street address, city, state and Seller’s store number in Exhibit A attached hereto (collectively, the “ Land ”);

(b)    all rights, privileges, and easements appurtenant to the Land, including, without limitation, all water and air rights, mineral rights, rights of way, roadways, parking areas, roadbeds, drainage rights, alleyways or other appurtenances used in connection with the Land and any after-acquired title or reversion relating to the Land (collectively, the “ Appurtenant Rights ”);

(c)    all improvements and fixtures now located on the Land and to the extent comprising real estate under applicable law, including, without limitation, any and all buildings, structures, parking areas, landscaping improvements and any outdoor seating areas, gazebos, patio areas or decks, and all permanently affixed apparatus and equipment required for the operation of such improvements and fixtures to the extent of Seller’s right, title and interests therein (and each of which are hereby agreed to be excluded from Personal Property) such as pumps, motors, machinery, treatment and storage facilities, heating and air conditioning systems, electrical and power systems, plumbing, pump, pipe and lifting systems, fire prevention and alarm systems, built-in vacuum and cleaning systems, affixed and installed refrigeration,

(d)    with respect to each Individual Property (as hereinafter defined), all of Seller’s transferable and assignable right, title and interest: (i) as landlord in and to all leases, subleases, tenancies and rental or occupancy agreements, if any, granting possessory rights in, on or covering the Land or Improvements (or any portions thereof), together with all modifications, extensions and amendments thereof, as listed and described in Exhibit B  attached hereto, together with such other leases of the Improvements as may be made prior to the Closing (as hereinafter defined) in accordance with the terms of this Agreement (individually, a “ Lease ”, and collectively, the “ Leases ”); (ii) all guarantees, warranties and indemnities, if any, pertaining to the ownership or the day-to-day operations of the Land and the Improvements (as opposed to the day-to-day business operations within the Improvements), or the management and the maintenance of the Land and the Improvements which would benefit Buyer after the Closing (collectively, the “ Warranties ”); and (iii) to the extent assignable or transferable by Seller without consent or approval of any third party, (A) all plans, drawings, specifications and blueprints, surveys, engineering reports, environmental reports and other geo-technical descriptions or materials relating in any way to the Land, Improvements, Appurtenant Rights or Leases, and (B) all permits, occupancy and use certificates, variances, waivers, and approvals from any governmental or quasi-governmental entity or instrumentality affecting the ownership or the day-to-day operations of the Land and the Improvements (as opposed to the day-to-day business operations within the Improvements) or the maintenance of the Land or the Improvements (collectively, the “ Property Permits ”).

PROVIDED, HOWEVER, that Buyer acknowledges and agrees that Buyer is agreeing to purchase and shall purchase the Property in its “AS-IS, WHERE-IS” condition, subject to Buyer’s inspection rights set forth in Section 5 hereof. All of the property, rights and privileges described above in this Section 1 are collectively referred to as the “ Property ”. The portion of the Property demised under each Closing Lease (as hereinafter defined) is herein referred to as an “ Individual Property ”. Notwithstanding anything to the contrary set forth in this Agreement, including under this Section 1 , Seller and Buyer agree that Seller shall not be obligated to transfer, and is not transferring, to Buyer as part of the Leases, Warranties and/or Property Permits, in part or in whole, any licenses, trademarks, trade dress, service marks, logos or insignia, any written or oral contracts, agreements, indemnities, licenses, permits and/or approvals pertaining to the purveying, inventory or supply of food and/or stocking, sale or consumption of alcoholic beverages upon any Individual Property, any signage boards or any intellectual property rights whatsoever as may be owned or exist in favor of Seller, or its respective successors or assigns, pertaining to the business(es) operating or to operate upon or within any portion of the Land or Improvements.

PROVIDED, FURTHER, HOWEVER, Seller and Buyer agree that Seller has not agreed to transfer, shall also not be obligated to transfer, and is not transferring to Buyer as part of the assets to be conveyed hereunder any of Seller’s right, title and/or interests in any Personal Property (as hereinafter defined). As used herein, “ Personal Property ” shall mean, with respect to each Individual Property and the Property, collectively, all of the following, whether now or hereafter owned or acquired by Seller, or in which Seller has any interest: all property excluded from the Leases, Warranties and Property Permits as noted above, all furniture, trade fixtures, sign posts, sign standards, signage panels, any other fixtures (including, but not limited, to window grills and Seller’s branded bar-tops) containing protected intellectual property owned by or licensed to Seller, any accounts or deposits, financial information, books and/or records of Seller or any tenant(s) under any Lease or under any Closing Lease, neon signage, food and customer service equipment (whether unattached or attached to the Improvements by bolts and screws and/or by utility connections), removable equipment, any and all inventory existing within or upon any Individual Property (including, without limitation, supplies, foods and beverages), and other items of personal property now owned, acquired, held or used by Seller in its restaurant operations and all additions to, substitutions for and replacements of the foregoing.

PROVIDED, FURTHER, HOWEVER, notwithstanding anything to the contrary in this Agreement, including in this Section 1 , Seller and Buyer agree, within ten (10) business days after the Effective Date, to enter into a letter of intent (a “ LOI ”) with respect to any Individual Property that is subject to a pre-existing right of first refusal to purchase or other purchase right that grants to a third party the right to require Seller to offer to sell such Individual Property to it (individually, a “ Separate Restaurant ” and collectively, the “ Separate Restaurants ”). The terms and conditions of any LOI or agreement of Seller to sell and transfer a Separate Restaurant shall be governed solely by the LOI and any resultant sales contract pertaining thereto for such Separate Restaurant and not by this Agreement except to the extent that certain provisions of this Agreement may be incorporated by reference into a LOI and subsequent sales contract, as applicable. In the event that the holder of a pre-existing right of first refusal to purchase or other purchase right with respect to a Separate Restaurant exercises such right, no breach or default by Seller deemed to have occurred under this Agreement, Seller shall have no obligation under this Agreement or otherwise to sell and transfer such Separate Restaurant to Buyer (or to execute any related Closing documents, including any Closing Lease, pertaining thereto), and the Purchase Price (as hereinafter defined) shall be reduced by the portion thereof allocated to any such Separate Restaurant not sold and transferred to Buyer. By its execution of this Agreement, Seller has no intention to activate or trigger the rights of any third party pursuant to an existing right of first refusal to purchase or other purchase right. In the event that Seller is able to obtain a Waiver (as hereinafter defined) of such right of first refusal to purchase or other purchase right with respect to a Separate Restaurant prior to the execution of a LOI and/or sales contract resulting therefrom for such Separate Restaurant, Seller and Buyer shall take action to cause this Agreement to apply to and to govern the terms of the proposed sale of such Separate Restaurant to Buyer. For purposes of this Agreement, the term “ Waiver ” shall mean an irrevocable waiver or other evidence in form acceptable to Seller from the holder of a right of first refusal or other prior rights to purchase a Separate Restaurant to the effect that such holder has declined to exercise such right so that Seller may sell and transfer such Separate Restaurant without violating such right of first refusal or other prior right to purchase. 

2.    Purchase Price .The purchase price for the Property (the “ Purchase Price ”) is, in the aggregate, SEVENTY TWO MILLION THREE HUNDRED EIGHT THOUSAND ONE HUNDRED FIFTY NINE AND 00/100 DOLLARS ($72,308,159.00), which Purchase Price is allocated among the Individual Properties pursuant to Schedule 2 attached hereto and incorporated herein fully by this reference.

3.    Payment of Purchase Price .The Purchase Price shall be paid as indicated below:

(a)    By cash or immediately available funds, or by check subject to collection, to the order of Stewart Title Guaranty (in this capacity, “ Escrow Agent ”) located at 200 So. College Street, Suite 1640, Charlotte, North Carolina 28202, Attention: Regina Fiegel, Tel: (888) 860-5554, Fax: (704) 401-2039, the amount of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00) (the “ Deposit ”), within two (2) business days of the Effective Date (as hereinafter defined) to be held in accordance with the terms of this Agreement and Escrow Agent’s standard strict joint order escrow instructions; and

(b)    The balance of the Purchase Price shall be paid by Buyer to Seller in immediately available funds at the Closing.

4.    Closing and Closing Date .The consummation of the sale by Seller and the purchase by Buyer of the Property (the “ Closing ”) shall take place through the mail or electronically at the offices of Escrow Agent, within thirty (30) days after the expiration of the Inspection Period, as hereinafter defined, on a date mutually designated by Seller and Buyer, or upon such earlier or later date that is mutually agreed to by Seller and Buyer, but in all events prior to the closing contemplated under that certain Stock Purchase Agreement executed on or about this same date between Seller’s parent and sole shareholder, CBRL Group, Inc, a Tennessee corporation (“ CBRL ”), as seller thereunder, and the proposed buyer thereunder (the “ Stock Purchase Agreement ”) (the “ Closing Date ”); provided, however, in no event shall the Closing occur prior to November 22, 2006.

5.    Buyer’s Inspection and Review Rights .

(a)    Seller has delivered or shall deliver to Buyer the following, if and to the extent the same may exist, with respect to Seller and the Property either (i) within five (5) business days after establishment of the Effective Date of this Agreement to the extent such items are in Seller’s possession, or (ii) within two (2) business days following Seller’s actual receipt thereof:

(1)    with respect to each Individual Property, copies of surveys, title insurance commitments, title insurance policies or other title information in the possession of Seller or Seller’s counsel, including underlying title documents;

(2)    with respect to each Individual Property, copies of all structural and mechanical reports, environmental audit reports, and soils reports and appraisals for such Individual Property in the possession of Seller or Seller’s counsel;

(3)    with respect to each Individual Property, copies of all zoning information, studies, subdivision plats, right of way agreements and utility agreements in the possession of Seller or Seller’s counsel;

(4)    with respect to each Individual Property, copies of all Property Permits and Warranties and as-built building plans and specifications respecting the Improvements in the possession of Seller or Seller’s counsel;

(5)    with respect to each Individual Property, copies of all Leases and any other agreements affecting such Individual Property that would be binding upon Buyer following the Closing and would require more than thirty (30) days prior notice to terminate;

(6)    with respect to each Individual Property, copies of all certificates of occupancy or equivalent for the use and occupancy of such Individual Property in the possession of Seller or Seller’s counsel;

(7)    with respect to each Individual Property, copies of all of the real property tax assessments and tax bills for the current tax year and the two (2) previous tax years (if applicable); and

(8)    copies of the charter and bylaws of Seller.

Buyer acknowledges and agrees that as of the Effective Date it has received all of the items or information required to be delivered by Seller under this Section 5 , except those required from Seller under Sections 5(a)(4) and 5(a)(8) hereof. Buyer further acknowledges and agrees that some of the information and materials provided with respect to the Property, or any portion(s) thereof, by Seller in accordance with the above has been or may be obtained from or produced by a variety of sources (other than Seller), and that neither Seller nor any of its representatives has made any independent investigation or verification of such information or materials that were not prepared by Seller (collectively, the “ Third Party Prepared Information ”), and Seller makes no representations as to the accuracy, truthfulness or completeness of such Third Party Prepared Information. The review and reliance upon the contents of such Third Party Prepared Information by Buyer or any of its agents, consultants, successors or assigns shall be at Buyer’s and such reviewers’ own risk.

The documents and information described in this Section 5(a) are referred to in this Agreement as the “ Inspection Documents ”. As used herein, the term “ Inspection Period ” shall mean that period of time starting on the Effective Date of this Agreement and terminating on the first to occur of (i) the Closing Date or (ii) thirty (30) days following the date upon which Buyer has received copies of the Inspection Documents. As used herein, the term “ Effective Date ” shall mean that date upon which the last of Buyer and Seller has executed this Agreement.

(b)    Prior to the expiration of the Inspection Period, Buyer may terminate this Agreement with respect to the Property or with respect to any one or more Individual Properties (each, a “ Terminated Property ”), in the event that any of the remaining items set forth above in Section 5(a)(4) or Section 5(a)(8) hereof either are not delivered to Buyer pursuant to the terms hereof, or are not approved by Buyer, or for any other reason in Buyer’s sole discretion. In such event, Buyer shall receive a refund of the Deposit (or the pro rata portion allocable to such

(c)    Notwithstanding anything to the contrary set forth in this Section 5 or elsewhere in this Agreement, Buyer agrees that the Property, and each component thereof, including, as applicable, each Individual Property, conveyed to Buyer shall be conveyed by Seller subject to the Permitted Exceptions (as hereinafter defined).

6.    Seller’s Termination Rights . Notwithstanding anything to the contrary as may be set forth elsewhere in this Agreement, including, without limitation, in Sections 5, 9, 12, 14 and 16(a) hereof, Seller may, upon not less than two (2) business days’ written notice to Buyer, without any continuing or additional liability or obligation to Buyer or any affiliate of Buyer, any co-investor of Buyer, any successor or assign of Buyer hereunder or otherwise (except for return of the Deposit to Buyer) terminate this Agreement at any time prior to the Closing upon payment by Seller to Buyer, of Buyer’s Out of Pocket Expenses (as hereinafter defined) that relate only to this Agreement, and upon return to Buyer of the Deposit, in the event that: (a) Buyer invokes rights to terminate this Agreement as to any one or more Terminated Properties, or either of the other buyers (individually, an “ Other Buyer ”; and collectively, the “ Other Buyers ”) under the separate Agreements for Purchase and Sale listed in Schedule 6 attached hereto and incorporated herein by reference (the “ Other Agreements ”) invokes rights to terminate either of the Other Agreements, as applicable, as to any one or more “Terminated Properties” (as such term is defined in each of the Other Agreements, each an “ Other Terminated Property ”, and collectively, the “ Other Terminated Properties ”), which results in a termination of this Agreement and/or the Other Agreements with respect to more than five (5) Terminated Properties and/or Other Terminated Properties in the aggregate (excluding any Separate Restaurants that Seller cannot convey at the Closing or the closings under the Other Agreements as a result of the existence of a right of first refusal to purchase or other purchase right, and excluding store number 319 as identified on "Exhibit A" attached to that certain Agreement for Purchase and Sale between Trustreet Properties, Inc., as buyer, and Seller, dated as of the date hereof (the " Trustreet Agreement "), and as further discussed in Schedule 14(a)(7) attached to the Trustreet Agreement, to the extent Trustreet Properties, Inc. terminates the Trustreet Agreement with respect to such store number 319 in accordance with Section 12 of the Trustreet Agreement); provided, however, Buyer and Other Buyers shall each have the right, but not the obligation, upon joint written notice to Seller from Buyer and all Other Buyers not less than two (2) business days prior

7.    Closing Costs .Seller, at its expense and at Closing, shall pay for all transfer taxes and recordation taxes (if any), all recording and filing charges in connection with instruments by which Seller conveys the Property, all costs and fees in connection with obtaining an updated ALTA survey of each Individual Property certified to Buyer and to Buyer’s title insurance company (the “ Title Company ”), all costs and fees in connection with Buyer’s obtaining an owner’s title insurance policy for each Individual Property with extended coverage and together with such endorsements as required by Buyer in its commercially reasonable discretion and customary for transactions such as the Transaction (and in all events excluding any and all premiums and costs of any title insurance policies and associated endorsements required by any lender of Buyer, if any), all costs and fees in connection with Buyer’s obtaining for each Individual Property a Phase I environmental report and an appraisal, all costs and fees in connection with Buyer’s obtaining a confirmation of the zoning classification for each Individual Property (including, without limitation, the fees and costs of engaging a zoning consultant to prepare a zoning report for each Individual Property), the reasonable fees and costs of Seller’s legal counsel (including, without limitation, Seller engaged local counsel) and Wolf, Block, Schorr and Solis-Cohen LLP (“ Wolf Block ”), as counsel to Buyer and the Other Buyers. Notwithstanding anything to the contrary set forth in this Section 7 or elsewhere in this Agreement, Seller’s obligations hereunder as they pertain to the Buyer’s costs, expenses and reasonable legal fees and costs shall apply only to such costs and expenses incurred directly by Buyer and not to such costs, expenses, legal fees or otherwise of any co-investor of Buyer, any successor or assign of Buyer hereunder or otherwise, including, without limitation, under any of the Other Agreements.

8.    Tax, Rent and Expense Proration .With respect to each Individual Property, Seller and Buyer agree that because Seller and Buyer are entering into a Closing Lease with respect to such Individual Property, neither ad valorem property taxes on such Individual Property, nor any other expenses such as utilities, maintenance and other operating expenses incurred in connection with such Individual Property, shall be prorated as of the Closing Date; provided, however, that Seller agrees to provide to the Title Company such documents and/or indemnities together with such deposits or payment direction as the Title Company may reasonably require as to each such Individual Property to limit any exception for ad valorem property taxes in any title insurance policy delivered hereunder only to ad valorem property taxes and assessments, if any, applicable to each such Individual Property that are not yet due and payable.

9.    Risk of Loss .Risk of loss prior to the Closing shall be on Seller. If, prior to the Closing and subject to the provisions of Section 6 hereof, any Individual Property shall be materially damaged by fire or other casualty with a cost to repair of more than Fifty Thousand Dollars ($50,000.00), and if any destruction or damage is not repaired by Seller prior to the Closing or arrangements for repairs satisfactory to Buyer are not made prior to the Closing so that such Individual Property shall, in the opinion of Buyer, be in substantially as good a condition at the Closing as existed prior to such damage or destruction, then this Agreement may, at the option of Buyer (and without Seller being deemed in breach or default hereof to any extent for having failed to reconstruct such Individual Property), be terminated with respect to such Individual Property, Buyer shall receive a refund of the pro rata portion of the Deposit allocable to such Individual Property, the Purchase Price payable by Buyer under this Agreement shall be reduced by the portion thereof allocated to such Individual Property as set forth on Schedule 2 hereto, and neither party shall have any further liability hereunder with respect to such Individual Property. If, after the occurrence of any such casualty, this Agreement is not so terminated with respect to such Individual Property by Buyer and Buyer elects to proceed to purchase such Individual Property in the damaged condition at Closing, nothing under this Agreement shall be construed so as to modify and/or amend the Seller’s or Buyer’s subsequent rights or obligations with respect to such Individual Property under terms and conditions of the applicable Closing Lease pertaining to such Individual Property, including Seller’s thereunder as Tenant (as hereinafter defined), and Seller, as Tenant, shall retain all obligations, rights and privileges with respect to the subsequent repair and restoration of such Individual Property and collection, payment, disbursement and retention of insurance proceeds as may be provided for by the terms and conditions of the subject Closing Lease.

10.    Insurance Policies .Seller shall maintain all insurance policies affecting the Property that Seller has in place as of the end of the Effective Date through the date of Closing Date (subject to customary renewals and extensions and insurance company imposed modifications that are immaterial in substance); provided, however, that the foregoing shall not require Seller to assign any such insurance policies or coverages to Buyer or any designee, assign or successor of Buyer, and Seller may amend and modify such coverage, in part or in whole, or enter into new policies with different insurance providers for similar coverages so long as such coverages as generally provided thereby are substantially equivalent to or better than Seller’s insurance policies and coverages in place as of the Effective Date hereof. Seller shall provide written notice to Buyer of any such modifications, amendments or substitutions made by it in accordance with the foregoing.

11.    Brokerage Commissions .Each of Seller and Buyer represents and warrants to the other that it has not dealt with any broker or third party entitled to a commission or fee in connection with the transaction contemplated by this Agreement (the “ Transaction ”). In the event of a breach by a party hereto of its foregoing representation and warranty, the breaching party agrees to save, defend, indemnify and hold harmless the non-breaching party from and against any claims, losses, damages, liabilities and expenses, including, without limitation, reasonable attorneys’ fees arising from such breach. The obligations of this Section 11 shall survive the Closing or earlier termination of this Agreement.

12.    Eminent Domain .If, prior to the Closing, all or any part of an Individual Property is taken by eminent domain or if condemnation proceedings are commenced with respect to all or any part of an Individual Property, Seller shall give Buyer prompt notice of such taking, and Buyer shall have the option, by written notice to Seller and subject to the provisions of Section 6 hereof, to terminate this Agreement with respect to such Individual Property if the taking is the entirety of an Individual Property or amounts to a Material Taking (as defined hereinafter). If Buyer elects to terminate this Agreement with respect to such Individual Property, Buyer shall receive a refund of that portion of the Deposit allocable to such Individual Property, the Purchase Price payable by Buyer under this Agreement shall be reduced by the portion thereof allocated to such Individual Property as set forth on Schedule 2 hereto, and neither party shall have any further liability hereunder with respect to such Individual Property. If, after the occurrence of any such taking, this Agreement is not so terminated with respect to such Individual Property by Buyer as contemplated by this Section 12 and Buyer elects to proceed to purchase such Individual Property in the damaged condition at Closing, nothing under this Agreement shall be construed so as to modify and/or amend the Seller’s or Buyer’s subsequent rights or obligations with respect to such Individual Property under terms and conditions of the applicable Closing Lease pertaining to such Individual Property, including Seller’s thereunder as Tenant, and Seller, as Tenant, shall retain all obligations, rights and privileges with respect to the subsequent repair and restoration of such Individual Property and the collection, payment, disbursement and retention of awards made for such taking as may be provided for by the terms and conditions of the subject Closing Lease. The term “ Material Taking ” as used herein shall mean a partial or entire taking or commencement of condemnation proceedings whereby (a) the access points to the Individual Property are or would be materially impaired such that such Individual Property does not or would not have commercially reasonable access for the business operations conducted thereon and is thus effectively rendered untenantable, (b) ten percent (10%) or more of the parking area upon the Land of the Individual Property is lost, or the parking capacity serving the subject Individual Property is otherwise reduced below that required by local zoning or other applicable regulations or requirements, (c) any portion of the Improvements is permanently closed or required to be removed such that the remaining portions of the Improvements upon the Land of the subject Individual Property are deemed to be uneconomical for Seller’s future business operations under the Closing Lease, or (d) Seller’s ability to otherwise conduct its business operations within and upon the Land and Improvements will be materially and adversely affected.

13.    Seller Obligations .

(a)    Between the date of this Agreement and the Closing, Seller shall cause the Property to be maintained in substantially the same condition and repair as currently being

(b)    Seller further agrees, with respect to each Individual Property from the Effective Date and through consummation of Closing on the Closing Date:

(i)    intentionally omitted;

(ii)    not to enter into any transaction with respect to or affecting such Individual Property which would bind Buyer following the Closing Date, without Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed by Buyer if the proposed transaction would not have a material adverse effect upon the post-Closing Date operations of the subject Individual Property;

(iii)    not to sell, transfer, pledge, encumber or grant any interest in such Individual Property, or any part thereof, in any form or manner whatsoever or otherwise perform or permit any act which would prevent Seller’s full performance of its obligations hereunder;

(iv)    not to incur any additional indebtedness secured by such Individual Property or any portion thereof, outside Seller’s ordinary course of business and which cannot and will not be satisfied and paid in full at or prior to the Closing;

(v)    not to enter into any contracts, agreements, guarantees, warranties and indemnities, written or oral, affecting the ownership, operation, management and maintenance of the Land, Improvements, Personal Property and Leases, which would be binding upon Buyer after the Closing (collectively, the “ Contracts ”) without Buyer’s prior written consent, which consent may be withheld in Buyer’s sole discretion;

(vi)    to file all tax returns required by the taxing authorities in connection with the ownership and operation of such Individual Property, and to pay all taxes and special assessments levied against or incurred in connection with the ownership or operation of such Individual Property, as such taxes and special assessments become due and payable;

(vii)    promptly to advise Buyer in writing as such matters come within Seller’s Knowledge (as hereinafter defined) of any (A) material changes, additions, deletions or modifications in or to any of the Inspection Documents and promptly provide Buyer with or make available to Buyer true, complete and correct copies of such changes, additions, deletions or modifications and (B) changes in circumstances which would render the representations and warranties made by Seller herein false or misleading in any material respect; and

(viii)    to continue to give Buyer access to the Property from the Effective Date hereof to the Closing Date, or, if applicable, such earlier date upon which this Agreement may be terminated by either or both Seller or Buyer as provided for by the terms of this Agreement; provided, however, that (A) Buyer agrees to provide Seller with reasonable prior notice of Buyer’s desired access to the Property, or any portion thereof, and shall, if deemed necessary and/or appropriate by Seller, not enter such portions of the Property except in the accompaniment of one or more of Seller’s representatives, and (B) Buyer agrees to use reasonable efforts not to interfere with the operation of Seller’s business in conducting Buyer's inspections of each Individual Property.

The term “Seller’s Knowledge” (or words of like effect), when used to qualify a representation, warranty or other statement contained in this Agreement, shall mean the actual knowledge (without independent investigation) of any of the following officers of Seller: (i) Thomas Vogel - Chief Executive Officer; (ii) Amy Bertauski - Sr. Vice-President of Finance and Accounting; (iii) Chris Plunkett - Sr. Vice-President of Operations, (iv) Rob Effner -Sr. Vice President, Development & Operations Innovation, and (v) Dave Cavallin--Vice President, Finance.

14.    Conditions Precedent to Parties’ Obligations Regarding Closing .

(a)    Conditions Precedent to Buyer’s Obligations Regarding Closing . In addition to any other conditions set forth in this Agreement, Buyer’s obligation to consummate the Transaction is expressly contingent upon the following provisions, any of which may be waived by written notice from Buyer to Seller:

(1)    Seller shall have complied with and otherwise performed each of the covenants and obligations of Seller set forth in this Agreement (including, without limitation, delivery of all of the documents and other items required of Seller pursuant to Section 15(a) hereof);

(2)    all representations and warranties of Seller as set forth in this Agreement shall be true and correct in all material respects as of the Closing Date;

(3)    there shall have been no material adverse change to the title of any Individual Property (including, without limitation, the addition of any mechanic’s or materialman’s lien or other encumbrance) since the date of issuance by the Title Company of an owner’s title insurance commitment for each Individual Property with respect to this Agreement, and the Title Company shall be prepared to issue to Buyer as of the Closing Date the endorsements required by Buyer in its commercially reasonable discretion as contemplated by Section 7 hereof to the owner’s title insurance policy on the Land and the Improvements for each Individual Property, subject only to the Permitted Exceptions;

(4)    there shall have been, as determined by Buyer in its commercially reasonable discretion, no material adverse change in the status of any matter reviewed by Buyer under this Agreement between the expiration of the Inspection Period and, if later, the Closing Date;

(5)    there shall not have occurred any material adverse condition or material adverse change in or affecting, or the occurrence of any circumstance or condition that

(6)    except for (A) normal wear and tear, (B) remodeling commenced by Seller prior to the Closing Date, and (C) subject to the provisions of Sections 9 and 12 hereof, damage resulting from casualty and condemnation only, each Individual Property (other than any Individual Property as to which this Agreement has been terminated as provided in Sections 9 or 12 hereof) shall be in substantially the same condition on the Closing Date as existed as of the Effective Date and no material adverse change shall have occurred with respect to such Individual Property since the Effective Date;

(7)    except as set forth on Schedule 14(a)(7) attached hereto and incorporated herein, Seller shall not have, and to Seller’s Knowledge, no agent of Seller shall have, received any notice from any city, county or any governmental authority of any taking of the Property, or any portion of the Property, by eminent domain or similar proceeding, and no such taking or other condemnation of the Property, or any portion thereof, shall be, to Seller’s Knowledge, threatened or contemplated by any such governmental authority;

(8)    Seller shall have presented evidence satisfactory to Buyer and the Title Company with respect to the right, power and authority of designated representative(s) of Seller to execute the closing documents and consummate the Transaction. Seller shall have obtained all consents necessary to effectuate the Transaction and provided Buyer with evidence thereof;

(9)    Seller shall have delivered to Buyer the written consent of the Board of Directors of Seller to the transfer the Property from Seller to Buyer as required pursuant to the terms of Seller’s charter and bylaws (the “ Director’s Consent ”); and

(10)    Seller shall have delivered to Buyer written confirmation that the Seller, as tenant under each Closing Lease (the “ Tenant ”), (A) has or will have, as of the Closing Date, equity contributions of not less than Seventy Five Million Dollars ($75,000,000.00), and (B) is or will be the same entity that is the borrower under any Revolving Credit Agreement, Term Loan Agreement, Bond Indenture or Mezzanine Loan Agreement entered into in connection with the Stock Purchase Agreement.

With respect to each Individual Property, if any of the foregoing conditions in this Section 14(a) shall not be satisfied prior to the Closing Date and such failure of condition, in Buyer’s commercially reasonable discretion, has a material adverse impact on one or more Individual Properties, Buyer may, at its election, (i) terminate its obligations to purchase such Individual Property, (ii) waive such condition and complete the purchase of such Individual Property without any reduction in the Purchase Price, or (iii) require Seller to perform its obligations hereunder if such condition is reasonably susceptible to being satisfied by the payment of money by Seller, which amounts, however, shall not exceed the sum of $50,000 in the aggregate as to all of the Property proposed to be conveyed pursuant to this Agreement and the “Property” (as such term is defined in each Other Agreements) proposed to be conveyed pursuant to the Other Agreements, expressly excluding, however, the costs of removing any lien(s) which is capable of being removed solely by the payment of money. If Buyer elects to

(b)    Conditions Precedent to Seller’s Obligations Regarding Closing. In addition to any other conditions set forth in this Agreement, Seller’s obligation to consummate the Transaction is expressly contingent upon the following provisions, any of which may be waived by written notice from Seller to Buyer:

(1)    Buyer shall have complied with and otherwise performed each of the covenants and obligations of Buyer set forth in this Agreement (including, without limitation, delivery of all of the documents and other items required of Buyer pursuant to Section 15(b) hereof);

(2)    all representations and warranties of Buyer as set forth in this Agreement shall be true and correct in all material respects as of the Closing Date;

(3)    the closing under each of the Other Agreements shall occur concurrently with the Closing; provided, however, if either or both of Other Buyers breach or default in their obligations under the Other Agreements or otherwise refuse or are unable to close under either or both of the Other Agreements concurrently with the Closing hereunder, then, in such event, Buyer, in conjunction with any remaining Other Buyer, shall have the right, but not the obligation, upon joint written notice to Seller from Buyer and all Other Buyers not less than two (2) business days prior to the Closing Date, specifying the “Individual Properties” (as defined under the Other Agreement(s)) which Other Buyer(s) is (are) refusing to or is (are) unable to close upon and which Buyer and/or an Other Buyer desire to purchase pursuant to such Other Agreement(s) and providing assignment and such other instruments and documents in a form and content reasonably acceptable to Seller evidencing the transfer of such purchase rights and obligations, to purchase such “Individual Properties” (as defined under the Other Agreement(s)) in order to cause the closing(s) to occur under the Other Agreement(s) and thereby to cause the condition of this Section 14(b)(3) to be satisfied; and

(4)    The Closing shall occur no later than immediately prior to the closing as contemplated under the Stock Purchase Agreement.

If any of the foregoing conditions in this Section 14(b) shall not be satisfied prior to the Closing Date, Seller may, at its election, terminate this Agreement. In the event of any termination of this Agreement by Seller pursuant to this Section 14(b) , neither Seller nor Buyer shall have any further obligations hereunder except for (i) Buyer’s obligation to return materials delivered to or for Buyer as contemplated in Section 5(a) hereof as provided therein, and (ii) Seller’s obligation to pay Buyer’s Out of Pocket Expenses as relate solely to this Agreement (provided, that Seller shall not be obligated to pay such Buyer's Out of Pocket Expenses to the extent such Buyer's Out of Pocket Expenses are duplicative of any Buyer's Out of Pocket Expenses payable under the Other Agreements, nor to the extent such expenses exceed the $1,750,000.00 limitation set forth hereinafter for all Buyer’s Out of Pocket Expenses recoverable under this Agreement and the Other Agreements, collectively). Upon payment of the amounts required to be paid by Seller under this Section 14(b) in the event Seller terminates this

15.    Closing Documents .

(a)    At Closing, Seller shall deliver to Buyer the following with respect to each Individual Property:

(1)    a duly executed Special Warranty Deed with respect to each Individual Property, in substantially the form applicable to each state in which each Individual Property is located to be provided to Buyer by Seller and to be agreed upon as to such general form by Seller and Buyer at least five (5) days prior to the Closing Date (the “ Deed ”), which Deed shall transfer fee simple title to the Land and Improvements comprising each Individual Property, free from liens, encumbrances, restrictions, rights-of-way and other matters, excepting only the Permitted Exceptions and any other matters consented to in writing by Buyer. As used herein, “ Permitted Exceptions ” shall mean, as to each Individual Property, (i) all those certain matters to be listed on Schedule B to Buyer’s owner’s title insurance policy for such Individual Property as negotiated in good faith by Buyer and the applicable title insurer issuing Buyer’s owner’s title insurance policy, or as otherwise agreed upon by Buyer in writing and including any mortgage or lien, if any, as may be placed by Buyer upon Buyer’s interest(s) in such Individual Property, (ii) any easement, condition, restriction, agreement, encumbrance of record and other title defect which does not (individually or in the aggregate) materially and adversely affect the current use of the Property, (iii) property taxes which are a lien but not yet due and payable, and (iv) any laws, rules, regulations, statutes, ordinances, orders or other legal requirements affecting any Individual Property, including, without limitation, those relating to zoning and land use;

(2)    a duly executed bill of sale and assignment, to be provided to Buyer by Seller and to be agreed upon as to such general form by Seller and Buyer at least five (5) days prior to the Closing Date (the “ Bill of Sale ”), by which Seller transfers and assigns to Buyer Seller’s assignable right, title and interest in the Warranties, the Property Permits and any other portion of the Property that is not real property and is transferable pursuant to such Bill of Sale;

(3)    an appropriate affidavit or other evidence reasonably acceptable to Seller and the Title Company attesting, as to each Individual Property, to the absence of liens, lien rights, rights of parties in possession (other than the Tenant under the Closing Lease for such Individual Property and the tenants under the applicable Leases) and other encumbrances arising under Seller (other than the Permitted Exceptions) and naming both Buyer and the Title Company as benefited parties, so as to enable the Title Company to delete the standard exceptions for such matters from Buyer’s owner’s policy of title insurance for such Individual Property and otherwise to insure any gap period occurring between the Closing and the recordation of the closing documents relating to such Individual Property;

(4)    an original lease substantially in the form of Exhibit C hereto (as the same may be amended in good faith and by mutual agreement of the parties hereto to accommodate any comments by Seller's accountant regarding operating lease requirements, the “ Closing Lease ”) for each such Individual Property duly executed by Seller as the Tenant thereunder;

(5)    an original tenant estoppel certificate in the form required under the Closing Lease for such Individual Property, dated as of the Closing Date and duly executed by the Tenant under such Closing Lease, if requested by a lender acquiring at the Closing a secured mortgage, deed of trust or other pledged interest in such Individual Property or such Closing Lease;

(6)    an original memorandum of lease reasonably acceptable to both Seller and Buyer as pertains to each applicable Closing Lease in recordable form as required in the jurisdiction in which each such Individual Property is situated, duly executed by Seller as the Tenant thereunder;

(7)    an original subordination, non-disturbance and attornment in the form required under the Closing Lease for such Individual Property duly executed by Seller as the Tenant under such Closing Lease, if requested by a lender acquiring at the Closing a secured mortgage, deed of trust or other pledged interest in such Individual Property;

(8)    Seller’s counterpart of a closing statement executed by Seller;

(9)    an opinion from Seller’s counsel in a form reasonably acceptable to Buyer and its counsel and generally customary in a transaction such as the Transaction;

(10)    a certificate certifying to Buyer that those representations and warranties made by Seller pursuant to the provisions of Section 19 hereof are still true, accurate and correct in all material respects as of the Closing Date (or to the extent any of such representations and warranties are no longer true, accurate and correct in all material respects, containing updates or revisions thereto), and which warranties and representations of Seller and the provisions of Section 19 hereof and said closing certificate shall survive the Closing for a period of one (1) year;

(11)    an appropriate FIRPTA affidavit or certificate by Seller evidencing that Seller is not a foreign person or entity under Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended;

(12)    the Director’s Consent;

(13)    such other documents as Buyer’s counsel or the Title Company may reasonably request not later than three (3) business days prior to the Closing Date to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents conveying the Property to Buyer;

(14)    the following materials, to the extent they are in Seller’s possession and have not been previously delivered to Buyer: (i) copies of plans and

(15)    such other closing documents as are reasonably necessary and proper in order to consummate the Transaction, including those (if any) required to be delivered by Seller pursuant to Section 5 hereof.

(b)    At the Closing, the Deposit (subject to, if applicable, interim adjustments thereto as contemplated by the terms of this Agreement and as may result from the termination of this Agreement as to any one or more Individual Properties) shall be credited and paid to Seller, and Buyer shall also deliver to Seller the balance of the Purchase Price due and shall deliver to Seller the following:

(1)    each Closing Lease duly executed by Buyer (or an affiliate thereof who is the assignee of Buyer’s rights and obligations under this Agreement) as the landlord thereunder;

(2)    an original memorandum of lease as pertains to each applicable Closing Lease in recordable form as required by the jurisdiction in which each such Individual Property is situated, duly executed by Buyer (or an affiliate thereof who is the assignee of Buyer’s rights and obligations under this Agreement) as the landlord thereunder;

(3)    an original subordination, non-disturbance and attornment agreement in the form required under the Closing Lease for such Individual Property duly executed by Buyer (or an affiliate thereof who is the assignee of Buyer’s rights and obligations under this Agreement), as landlord, if requested by a lender acquiring at the Closing a secured mortgage, deed of trust or other pledged interest in such Individual Property or such Closing Lease;

(4)    a certificate that Buyer’s representations and warranties under Section 20 hereof are still true, accurate and correct in all material respects as of the Closing Date;

(5)    Buyer’s counterpart of a closing statement executed by Buyer (or an affiliate thereof who is the assignee of Buyer’s rights and obligations under this Agreement); and

(6)    all other documents described in this Agreement to be executed by Buyer and all such other documents and papers which may be necessary to the consummation of the Transaction as reasonably requested by Seller, Seller’s counsel or the Title Company.

16.    Default and Remedies .

(a)    Default by Seller .

(1)    In the event that the terms and conditions of this Agreement have been fully satisfied by Buyer, and Seller defaults or fails to perform any of the conditions or obligations of Seller under this Agreement as to all of the Property or the entire Transaction or in the event any of the representations or warranties of Seller contained in this Agreement or in any document required by this Agreement are not true and correct as of the Effective Date and the Closing Date in all material respects, Buyer either may waive such default and proceed to the

(2)    In the event Seller defaults or fails to satisfy any of the conditions or obligations precedent to Buyer’s obligations under this Agreement or fails to perform any of Seller’s obligations under this Agreement with respect to less than all of the Property, Buyer shall have the right to exercise its remedies under this Section 16(a) separately as to each Individual Property (with any return of the Deposit and payment of Buyer’s Out of Pocket Expenses related only to this Agreement being on a pro rata basis), and either (i) Buyer shall have the right to terminate this Agreement with respect to the remaining Individual Properties and upon such termination the Deposit and Buyer’s Out of Pocket Expenses related only to this Agreement shall be paid to Buyer pursuant to and in accordance with the terms of Section 16(a)(1) hereof, or (ii) if Buyer does not exercise such termination right, Buyer shall be obligated to proceed to the Closing of the remaining Individual Properties in accordance with the terms and provisions of this Agreement.

(b)    In the event that the terms and conditions of this Agreement have been fully satisfied by Seller, and Buyer refuses or is unable to close under this Agreement within the time limits set forth with respect to an Individual Property, Seller, as Seller’s sole and exclusive remedy, shall be entitled to declare this Agreement terminated with respect to such Individual Property and the Deposit allocable to such Individual Property shall be forfeited to Seller, and the parties shall have no further rights or obligations with respect to each other as to such Individual Property, except for those provisions which expressly survive the Closing or a prior termination of this Agreement. In such event, Buyer and Seller shall proceed to the Closing of the remaining Individual Properties in accordance with the terms and provisions of this Agreement; provided, however, that Seller shall nonetheless also retain its right and privilege to terminate this Agreement as contemplated by Section 6 hereof.

(c)    The amounts identified in Sections 16(a) and 16(b) hereof have been agreed upon by Seller and Buyer after due deliberation and discussion, and constitute good faith estimates of the damages that the applicable party would be entitled to receive in such events, the respective parties’ actual damages being difficult, if not impossible, to ascertain. Payments made pursuant to this Section 16 shall be constitute full liquidated damages for any uncured default or breach under this Agreement and Buyer’s and Seller’s sole remedy and right of recourse against the other party, or its successors or assigns, in the event of any uncured default or breach by the other under this Agreement.

(d)    In the event suit is brought to enforce or interpret all or any portion of this Agreement or if suit is brought for liquidated damages or for any other relief permitted under this Agreement, the party, if any, awarded costs in such suit shall be entitled to recover, as an element of such costs, and not as damages, its reasonable attorneys’ fees incurred in connection with such suit. Without limiting the generality of the foregoing, attorneys’ fees shall be determined at the normal hourly rate charged by the person doing the work, regardless of whether said fees bear a reasonable relationship to the relief obtained. A party which is not entitled to recover costs in any such suit as determined by the presiding court shall not be entitled to recover its attorneys’ fees. Notwithstanding anything to the contrary in this Section 16(d) , in no event shall any enforcement proceeding instituted under this Agreement be construed to permit Buyer or Seller to institute an action requesting specific performance.

17.    ERISA Representation .Neither Seller nor Buyer is an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and neither Seller’s nor Buyer’s assets constitute “plan assets” of any such “employee benefit plan” as defined in 29 CFR Section 2510.3-101 or other applicable law governing the definition of “plan assets” of an employee benefit plan.

18.    Notices .Any notice required or permitted to be given under this Agreement shall be given in writing and sent by (a) personal delivery, (b) overnight delivery service with proof of delivery, (c) United States registered or certified mail, postage prepaid, or (d) legible facsimile transmission sent to the intended addressee at its facsimile number set forth below, or to such other address or facsimile number or to the attention of such other person as the addressee shall have designated by written notice sent in accordance herewith, and shall be deemed to have been given either at the time of personal delivery, or, in the case of expedited delivery service or mail, as of the next business date of first attempted delivery during the regular

To Seller:                      Logan’s Roadhouse, Inc.

3011 Armory Drive, Suite 300

Nashville, Tennessee 37204

Attention:   Sr. Vice President, Finance and Accounting

Telephone:   615-885-9056

Facsimile Number:   615-889-9633

With copies to:              Logan’s Roadhouse, Inc.

3011 Armory Drive, Suite 300

Nashville, Tennessee 37204

Attention:   Vice President of Legal

Telephone:   615-346-6315

Facsimile Number:   615-889-9633

And

CBRL Group, Inc

P.O. Box 787

Lebanon, Tennessee 37088

Attn:   General Counsel

Telephone:   615-235-4280

Facsimile Number:   615-443-9818

And

Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

211 Commerce Street, Suite 1000

Nashville, Tennessee 37201

Attention (to each): Gary Brown / John F. Rogers, Jr.

Telephone:   615-726-5763 / 615-726-7365

Facsimile Number:   615-744-5763/ 615-744-7365

With copies to:   Wolf, Block, Schorr and Solis-Cohen LLP

250 Park Avenue

New York, New York 10177

Attention:   Abby Wenzel, Esq.

Telephone:   212-883-4997

Facsimile Number:  212-672-1197

19.    Representations and Warranties of Seller .As of the Effective Date, Seller represents and warrants to Buyer that:

(a)    Seller is duly organized, validly existing and in good standing under the laws of the State of Tennessee, and has full right, power and authority to execute and deliver this Agreement and at the Closing will have the full right, power and authority to consummate the Transaction without obtaining any further consents or approvals from, or the taking of any other actions with respect to, any third parties;

(b)    this Agreement constitutes a valid and legally binding agreement and obligation of Seller, enforceable in accordance with its terms, except to the extent that enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally, and except as enforcement is subject to equitable remedies;

(c)    there are no taxes, charges or assessments of any nature or description arising out of the conduct of Seller’s business or the operation of the Property that are due and owing and would constitute a lien against the Property which will be unpaid at the Closing Date or not paid from the Purchase Price;

(d)    to Seller’s Knowledge and except as set forth in Schedule 19(d) attached hereto and incorporated herein by reference, (i) the obligations of Seller with regard to all applicable covenants, easements and restrictions against the Property have been and are being performed in all material respects, (ii) Seller is not currently in default in any material respect under any agreement, order, judgment or decree relating to the Property, and (iii) no conditions or circumstances exist which, with the giving of notice or passage of time, or both, would constitute a material default or breach with respect to any of the foregoing in items (i) or (ii) above;

(e)    except for Seller, there are no persons in possession or occupancy of the Land or the Improvements, or any portion thereof, nor are there any persons who have possessory rights with respect to the Land or the Improvements, or any portion thereof;

(f)    except for the Leases, Warranties, Property Permits, Closing Leases, Permitted Exceptions and any other matters of record, Seller shall not, without the prior consent of Buyer, enter into any contracts, agreements, guarantees, warranties or indemnities, affecting the ownership, operation, management and maintenance of the Land, Improvements or Leases (as opposed to the day-to-day business operations within the Improvements comprising each Individual Property), or any part thereof, that would be binding upon Buyer or would not be terminable upon thirty (30) days notice following Closing;

(g)    Seller holds all licenses with respect to the Property that are required for Seller to conduct its day-to-day operations of the Land and the Improvements (as opposed to the day-to-day business operations within the Improvements), except those licenses, if any, for which the failure to obtain would not have a material adverse effect upon the Land or Improvements (the “ Licenses ”). Each of the Licenses is in full force and effect and in good standing, and Seller has not received notice of any intention on the part of the issuing authority to cancel, suspend or modify any of such Licenses or to take any action or institute any proceedings to effect such a cancellation, suspension or modification which would have a material adverse effect upon the Land or Improvements;

(h)    intentionally omitted;

(i)    except as contemplated by the last paragraph of Section 1 of this Agreement, no person, firm or entity, except Buyer, has, to Seller’s Knowledge, asserted any rights in or to acquire any interest in the Property or any part thereof;

(j)    Seller has not made an assignment for the benefit of creditors, nor has Seller filed, or had filed against it, any petition in bankruptcy;

(k)    Seller shall not take any action that would cause any of Seller’s representations and warranties in this Agreement to be incorrect in any material respect, and shall promptly notify Buyer of any event or condition known to Seller that occurs prior to the Closing which would cause any of such representations or warranties to be incorrect or no longer correct in any material respect;

(l)    except as set forth on Schedule 14(a)(7) attached hereto, Seller has received no written notice of any condemnation or eminent domain proceedings instituted against any Individual Property or any part thereof;

(m)    Seller has not received notice that any Individual Property or any part thereof is subject to any building code or similar violations or remedial obligations under any applicable laws or that any Individual Property or any part thereof fails to comply with any applicable governmental regulations, laws or ordinances, except for such violations or remedial obligations that would not have a material adverse effect upon the Land or Improvements or require actions or expenditures other than routine maintenance actions or expenditures;

(n)    except as set forth on Schedule19(n) attached hereto and incorporated fully herein by reference, there is no litigation, action, or other proceeding pending or, to Seller’s Knowledge, threatened (whether such matters are brought at law, in equity or before any administrative agency or other governmental body or instrumentality) relating to Seller, the Property or any portion thereof, or the Transaction, that is seeking, or, in the reasonable opinion of Seller, is reasonably likely to result in, damages or an award, in the aggregate, in excess of $250,000.00;

(o)    neither Seller, nor any of its affiliates, is in violation of any Anti-Terrorism Law (as hereinafter defined) or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. The term “ Anti-Terrorism Law ” shall mean

(p)    all documents required or necessary to be executed by Seller pursuant to the provisions of this Agreement shall, except to the extent that enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as enforcement is subject to equitable remedies, be valid, binding obligations of Seller, enforceable in accordance with their terms.

20.    Representations and Warranties of Buyer . Buyer hereby represents and warrants to Seller, that:

(a)    Buyer is a corporation validly existing and in good standing under the laws of the State of North Carolina. Buyer has the full legal right, power and authority to enter into this Agreement and to consummate the Transaction. This Agreement is a valid and legally binding obligation of Buyer, enforceable in accordance with its terms, except to the extent that enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally, and except as enforcement is subject to equitable remedies. The execution by Buyer of this Agreement and consummation of the Transaction do not, and, as of the Closing, will not, result in the breach of any of the terms and provisions of, or constitute a default under any document to which Buyer is a party;

(b)    there are no pending or, to Buyer’s knowledge, threatened or contemplated actions, suits, proceedings, arbitrations, claims or governmental investigations which affect, or may affect, the ability of Buyer to consummate the Transaction;

(c)    the execution, delivery and performance by Buyer of this Agreement and the consummation of the Transaction do not and will not require any consent, approval, authorization or other action by, or declaration, filing or registration with, or notification to, any governmental agencies or bodies;

(d)    neither Buyer, nor any of its affiliates, is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law; and

(e)    all documents required or necessary to be executed by Buyer pursuant to the provisions of this Agreement shall, except to the extent that enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as enforcement is subject to equitable remedies, be valid, binding obligations of Buyer, enforceable in accordance with their terms.

21.    Miscellaneous.

(a)    This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

(b)    This Agreement and the attached Exhibits and Schedules contain the entire understanding and agreement by and between the parties with respect to the subject matter of this Agreement and all prior or contemporaneous oral or written agreements or instruments with respect to the subject matter hereof are merged in this Agreement and no amendment to this Agreement shall be effective unless the same is in writing and signed by the parties hereto.

(c)    This Agreement shall be binding upon and shall inure to the benefit of the parties and their permitted successors and assigns.

(d)    The captions and headings throughout this Agreement are for convenience and reference only and the words contained therein shall in no way be held to define or add to the interpretation, construction or meaning of any provision of this Agreement.

(e)    This Agreement may not be changed orally, but only by an agreement in writing signed by both Buyer and Seller. No waiver of any of the provisions to this Agreement shall be valid unless in writing and signed by the party against whom such waiver is sought to be enforced.

(f)    The parties agree that this Agreement shall not be recorded.

(g)    The Title Company shall serve as the “real estate reporting person” as that term is defined in Section 6045(e) of the Internal Revenue Code of 1986, as amended. This Agreement shall constitute a designation agreement, the name and address of the transferor and transferee of the Transaction appear in Section 18 hereof, and Seller and Buyer each agree to retain a copy of this Agreement for a period of four (4) years following the end of the calendar year in which Closing occurs. The provisions of this Section 21(g) shall survive Closing.

(h)    Both Seller and Buyer agree that they will cooperate, without further consideration, in taking such action, whether prior or subsequent to the Closing, as may be reasonably requested by the other party to consummate the Transaction. The provisions of this Section 20(h) shall survive Closing.

(i)    Seller agrees that, so long as this Agreement is in effect, in the event Seller accepts any offer to purchase the Property from any prospective purchaser (other than (x) Buyer or its successors or assigns, (y) pursuant to joint written instructions from Buyer and the Other Buyers, or their respective successors or assigns, in accordance with Sections 6 and 14(b) , or (z) any other party with a right of first refusal or right to purchase an Individual Property as contemplated by the last paragraph of Section 1 hereof), Seller shall be deemed to have elected to terminate this Agreement as to the Property as provided in Section 6 hereof. Seller’s acceptance of any such offer to purchase the Property, or any portion thereof, shall not be deemed either a breach or a default by Seller of this Agreement.

(j)    The provisions of this Agreement and the documents to be executed and delivered at the Closing are and will be for the benefit of Seller, Buyer and their permitted successors and assigns only and are not for the benefit of any third party, and accordingly, no

(k)    All references to “business days” contained herein are references to normal working business days, i.e., Monday through Friday of each calendar week, exclusive of federal and national bank holidays. In the event that any event under this Agreement is to occur, or a time period is to expire, on a date which is not a business day, such event shall occur or time period shall expire on the next succeeding business day.

(l)    Buyer may assign or transfer its rights and obligations under this Agreement, in part or in whole, to any affiliate of Buyer or to an Other Buyer without the consent of Seller. Buyer shall notify Seller prior to any such transfer. Upon such transfer, the terms and provisions of this Agreement shall inure to the benefit of and be binding upon such affiliate of Buyer or, as applicable, such Other Buyer (as Buyer’s assignee) and Buyer shall be released of all further obligations and liability hereunder thereafter first accruing.

(m)    Seller acknowledges and agrees that Buyer’s acquisition of the Property may be the acquisition of replacement property in a qualifying exchange of like-kind property under Section 1031 of the Internal Revenue Code of 1986, as amended. Seller agrees to cooperate with Buyer in the completion of such an exchange, including a reverse exchange and the conveyance and/or assignment of this Agreement to an exchange accommodation titleholder or an entity controlled by an exchange accommodation titleholder in accordance with the procedures outlined in Revenue Procedure 2000-37 (collectively the “ Exchange ”), pursuant to Buyer’s separate exchange agreement with a qualified intermediary (the “ Intermediary ”). Such cooperation may include, without limitation, (i) the assignment of this Agreement by Buyer to the Intermediary, and the acknowledgment of such assignment by Seller, (ii) the acceptance of the Purchase Price from the Intermediary, (iii) the conveyance of the Property to Buyer pursuant to a written direction of the Intermediary, and (iv) the reassignment of this Agreement to Buyer from the Intermediary immediately following the completion of the Exchange, and the acknowledgment by Seller of such reassignment. In consideration for the cooperation of Seller in the Exchange, Buyer hereby agrees to indemnify and hold Seller and each of its officers, directors, partners, employees, and agents thereof harmless from and against any and all claims, liabilities, expenses or judgments arising out of, based upon, attributable to or resulting from any act or failure to act of Seller if such act or failure to act arose out of Seller’s obligation to cooperate with Buyer pursuant to the terms of this Section 21(m) .

(n)    This Agreement may be executed in counterparts, each of which shall be a fully executed original and all of which together shall constitute one and the same instrument.

(o)    As used herein, the singular number shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders.

(p)    The provisions of this Agreement are independent and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

                 SELLER:

                 LOGAN’S ROADHOUSE, INC.

                 a Tennessee corporation

                 By: /s/ N.B. Forrest Shoaf _____________

                 Name: N.B. Forrest Shoaf _____________    

                 Title:    Director and Assistant Secretary

                 Date:   October 30, 2006

                 BUYER:

                 WACHOVIA DEVELOPMENT CORPORATION,

                 a North Carolina corporation

                 By: /s/ Weston Ross Garrett ___________

                 Name: Weston Ross Garrett ___________

                 Title: Director

                 Date:   October 30, 2006

Exhibit A      -      Legal Description

Exhibit B      -      Cease Operations Lease Pool

Exhibit C      -      Leasehold Mortgage Subordination, Non-Disturbance Agreement

Exhibit D      -      Form of Subordination, Non-Disturbance and Attornment Agreement

Exhibit E-1       -          Form of Tenant Estoppel Certificate

Exhibit E-2       -      Form of Landlord Estoppel Certificate

Exhibit F      -      Form of Amended and Restated Lease

Exhibit G      -      Form of Memorandum of Lease

Schedule 13.1(i)-      List of Non Sale-Leaseback Stores

THIS LEASE AGREEMENT (the “ Lease ”) is made and entered into effective as of the ___ day of October, 2006 (the “ Effective Date ”) by and between ______________, a ____________ (the “ Landlord ”) and LOGAN’S ROADHOUSE, INC., a Tennessee corporation (the “ Tenant ”);

WHEREAS, Tenant owned fee simple title to certain real property having a street address of _______________, in the City of _________, County of __________, State of _________, as more particularly described in Exhibit A attached hereto (the “ Land ”), upon which a building was constructed containing approximately ___________ (_____) square feet, together with related site improvements (the “ Improvements ”);

WHEREAS, Tenant on the Effective Date hereof has conveyed the Land and Improvements to Landlord together with all licenses, rights, privileges and easements appurtenant thereto (the Land, Improvements and appurtenant rights are collectively referred to herein as the “ Premises ”); and

WHEREAS, Tenant desires to lease back from Landlord, and Landlord has agreed to lease back to Tenant, all of the Premises upon the terms and conditions as more particularly hereinafter provided and described;

NOW, THEREFORE, for and in consideration of the premises hereof, the sums of money to be paid hereunder, and the mutual and reciprocal obligations undertaken herein, the parties hereto do hereby covenant, stipulate and agree as follows:

1.1    Demise .      Landlord does hereby demise, let and lease unto Tenant, and Tenant does hereby hire, lease and take as Tenant from Landlord, the entire Premises upon those terms and conditions hereinafter set forth.

1.2    Condition .      Tenant acknowledges and agrees that the Premises are and shall be leased by Landlord to Tenant in their present “as is” condition, and that Landlord makes absolutely no representations or warranties whatsoever with respect to the Premises or the condition thereof. Tenant acknowledges that Landlord does not warrant or represent to Tenant that the Premises are fit for the purposes intended by Tenant or for any other purpose or purposes whatsoever, and Tenant acknowledges that the Premises are to be leased to Tenant in their existing condition, i.e., “as-is”, on and as of the Effective Date. Tenant acknowledges that Tenant shall, subject to the terms of Lease (including the termination options set forth in Sections 10.5 and 11.2), be solely responsible for any and all actions, repairs, permits, approvals and costs required for the rehabilitation, renovation, use, occupancy and operation of the Premises in accordance with applicable governmental requirements, including, without limitation, all governmental charges and fees, if any, which may be due or payable to applicable authorities. Tenant agrees that, by leasing the Premises, Tenant warrants and represents that Tenant has

1.3    Quiet Enjoyment .      Landlord covenants and agrees that so long as Tenant shall timely pay all rents due to Landlord from Tenant hereunder and keep, observe and perform all covenants, promises and agreements on Tenant’s part to be kept, observed and performed hereunder, Tenant shall and may peacefully and quietly have, hold and occupy the Premises free of any interference from Landlord and any Person (as hereinafter defined) claiming by or through Landlord; subject, however, to the terms, provisions and conditions of this Lease.

2.1    Term .      The initial term of this Lease (the “ Initial Term ”) shall, unless sooner terminated as elsewhere provided in this Lease, commence on the Effective Date and shall terminate and expire at 11:59 p.m. on the date immediately preceding the twentieth (20th) anniversary of the Effective Date. The Initial Term, together with any properly exercised Option Period (as hereinafter defined), shall be collectively referred to herein as the “ Term ”.

2.2    Option to Renew .      Tenant shall have and is hereby granted five (5) options (individually an “ Option ”) to extend this Lease beyond the Initial Term for an additional period of five (5) years each (individually an “ Option Period ”). Tenant may exercise each such Option successively by giving written notice to Landlord not less than nine (9) months prior to the expiration of the Initial Term or expiration of the then current Option Period, as applicable. Notwithstanding the foregoing, Tenant shall not be entitled to extend the Term if, at the time of exercise of an Option or at the time of commencement of an Option Period, an Event of Default shall then exist. If Tenant shall fail, or shall not be entitled pursuant to the preceding sentence, to extend the Term for an additional Option Period, all remaining rights of renewal shall automatically expire. Any Option Period shall be subject to all of the provisions of this Lease, and all such provisions shall continue in full force and effect, except that the Base Rent (as hereinafter defined) for each Option Period shall be determined pursuant to Sections 3.1(c) and (d) hereof.

2.3    Termination .      Notwithstanding any present or future law to the contrary and subject to the termination options set forth in Sections 10.5 and 11.2, this Lease shall not be terminated by Tenant for any failure of Landlord to perform pursuant to the terms and conditions of this Lease or otherwise for any reason; provided, however, that Tenant is not required by this Section 2.3 to violate any future law or other legal requirement.

3.1    Base Rent.

     (a)    Beginning on the Effective Date and continuing through the Initial Term and the first two (2) Option Periods (if applicable), and subject to both proration and increase, each as set forth below, Tenant shall pay annual base rent for the Premises, together with all applicable sales and use taxes thereon, in the annual amount of [TO BE 7.80% OF THE ALLOCATED PURCHASE PRICE] $_______, payable in equal monthly installments of $_________ each (collectively, the “ Base Rent ”). Notwithstanding the foregoing, commencing with the first calendar month in the second (2nd) Lease Year (as hereinafter defined), and continuing in the first calendar month of each Lease Year thereafter, the amount of Base Rent payable by Tenant hereunder shall increase by two times the percentage change in the Consumer Price Index (United States City Average for All Urban Consumers, All Items, Not Seasonally Adjusted, as published by the United States Department of Labor’s Bureau of Statistics) during the twelve (12) month period that ends on the last day of the ninth month of the immediately preceding Lease Year, subject, however, to a maximum increase of 1.75% and a minimum increase of 0.35% (such percentage change, the " CPI Percentage Change ").

(b)    Base Rent for each Lease Year during the Term shall be paid by Tenant to Landlord in equal monthly installments, in advance, by wire transfer in immediately available federal funds to such account in such bank as Landlord (or Lender on behalf of Landlord) shall designate, from time to time (the “ Rent Account ”), on the first (1st) day of each calendar month commencing on the first (1st) day of the calendar month immediately following the Effective Date; provided, however, that Landlord and Tenant agree that the prorated Base Rent payable for the period from the Effective Date to the first day of the first full calendar month following the Effective Date, if any, shall be due on the Effective Date. For the purposes of this Lease, the term “ Lease Year ” shall mean and be defined as each twelve (12) month period commencing on the first day of the first (1st) full calendar month immediately following the Effective Date; provided, however, that the first (1st) Lease Year shall include the period from the Effective Date to the first (1st) day of the next following calendar month after the Effective Date. Base Rent shall be proportionately prorated for any extended or partial month during the Term (i.e. the first (1st) Lease Year and/or the final Lease Year).

(c)    Base Rent for the third, fourth and fifth Option Periods shall be determined prior to the initiation of each such applicable Option Period as the greater of (i) the amount of Base Rent payable for the immediately preceding Lease Year, or (ii) the fair market rental value at time of the initiation of such Option Period, determined pursuant to Section 3.1(d) hereof. In addition, commencing with the first (1st) calendar month in the second (2nd) Lease Year of each of the third, fourth and fifth Option Periods, and continuing in the first calendar month of each Lease Year thereafter in such applicable Option Period, the amount of Base Rent payable by Tenant during such Option Period shall increase by two times the CPI Percentage Change. After Tenant’s exercise of the third, fourth or fifth Option, as applicable, Tenant shall, within ten (10) days after Landlord’s written request therefor, execute, acknowledge and deliver to Landlord an instrument confirming that such Option has been effectively exercised,

(d)    Landlord and Tenant shall endeavor in good faith to agree upon a commercially reasonable fair market rent within thirty (30) business days after Tenant’s notice of an exercise of the third, fourth or fifth Option, as applicable. Failing such efforts, Landlord shall designate an independent MAI appraiser to determine the annual fair market rental value within forty (40) days after Tenant’s notice of the exercise of such Option. Within ten (10) days after selection of Landlord’s appraiser, Landlord shall notify Tenant of the determination made by Landlord’s appraiser with respect to the annual fair market rental value. Tenant shall then have twenty (20) days to dispute such determination and to select its own independent MAI appraiser. In the event that Tenant fails to select its appraiser within such twenty (20) day period, the determination of Landlord’s appraiser shall constitute such annual fair market rental value. Within ten (10) days after selection of Tenant’s appraiser, the two appraisers shall meet and attempt to agree as to the annual fair market rental value for the Premises for the Option Period in question. In the event that such appraisers are unable to agree as to such annual fair market rental value then: (i) if the difference between the two determinations is less than five percent (5%) of the lower determination, then the average of the two determinations shall be deemed to constitute such annual fair market rental value; or (ii) if the difference between the two determinations is equal to or greater than five percent (5%) of the lower determination, then the two appraisers shall jointly select a third independent MAI appraiser, which appraiser shall select which of the determinations of the first two appraisers shall constitute such annual fair market rental value. Such third appraiser shall not have the right to vary or modify the determinations of the appraisers selected by Landlord and Tenant. Any appraiser selected pursuant to this Section 3.1(c) must have at least ten (10) years experience in appraising commercial real estate in the area in which the Premises are located. The appraisers shall not have the right to amend, modify or vary any of the terms of this Lease and the determination of the appraisers in accordance with this Section 3.1(c) shall be final, binding and conclusive upon Landlord and Tenant.

3.2     Additional Rent; Rent Defined .      If Landlord shall make any expenditure for which Tenant is responsible or liable under this Lease, or if Tenant shall become obligated to Landlord under this Lease for any sum other than Base Rent (including, without limitation (i) any out-of-pocket costs, charges or penalties (including prepayment or defeasance costs and penalties), if any, incurred by Landlord or Lender (as hereinafter defined) as a result of any prepayment or defeasance, and (ii) any amounts that are due and owing to Lender or Landlord by reason of any default by Tenant in complying with its obligations under this Lease), the amount thereof shall be deemed to constitute additional rent (the “ Additional Rent ”) and shall be due and payable by Tenant to Landlord, together with all applicable sales taxes thereon, if any, simultaneously with the next succeeding monthly installment of Base Rent or at such other time as may be expressly provided in this Lease for the payment of the same. For the purposes of this Lease, the term “ Rent ” shall mean and be defined as all Base Rent and Additional Rent due from Tenant to Landlord hereunder.

3.3    Payment of Rent .      Each of the foregoing amounts of Rent and other sums shall be paid to Landlord without demand and without deduction (except as expressly set forth in Section 11.1 hereof), diminution, abatement, set-off, claim or counterclaim of any nature whatsoever which Tenant may have or allege to have against Landlord, and all such payments

3.4    Past Due Rent .      If Tenant fails to make any payment of Rent or any other sums or amounts to be paid by Tenant hereunder on or before the date such payment is due and payable, Tenant shall pay to Landlord the amount of any late fee charged by any applicable mortgagee of the Premises; provided, however, that such late fee shall not exceed five percent (5%) of the amount of such applicable payment of Rent. In addition, such past due payment shall bear interest from the date such payment became due to the date of payment thereof by Tenant at a rate which is equal to the lesser of (i) twelve percent (12%) per annum, or (ii) the maximum interest rate then allowable under the laws of the State in which the Premises are located. Such late charge and interest shall constitute Additional Rent and shall be due and payable with the next installment of Rent due hereunder.

4.1    Permitted Use .    Tenant covenants that it shall, throughout the Term (subject to Section 4.6 herein), use and occupy the Premises only as a restaurant or other lawful use not otherwise prohibited by this Section 4.1. The following uses shall be prohibited on the Premises under any and all circumstances:

(a)    any obnoxious odor, noise or sound which can be heard or smelled outside of the Building; provided, however, that (i) any usual music and paging system shall be allowed, (ii) typical restaurant odors shall not be deemed prohibited hereby, and (iii) if allowed by local ordinance and not restricted by covenant or declaration, live music may be played;

(b)    any operation primarily used as a warehouse operation and any assembling, manufacturing, distilling, refining, smelting, agricultural or mining operation;

(c)    any mobile home, trailer court, labor camp, junk yard or stock yard (except that this provision shall not prohibit the temporary use of construction trailers during periods of construction, reconstruction or maintenance);

(d)    any dumping, disposing, incineration or reduction of garbage (exclusive of garbage compactors located in the rear of any building);

(e)    any fire sale, bankruptcy sale (unless pursuant to a court order) or auction house operation;

(f)    any automobile, truck, trailer or RV sales, leasing or display or facility doing auto body repair;

(g)    any bowling alley;

(h)    any skating rink, school or other place of public assembly;

(i)    any living quarters, sleeping apartments or lodging rooms;

(j)    any veterinary hospital or animal raising facility (except that this provision shall not prohibit pet shops such as Pet’s Mart or Petstuff or the maintenance of live animals for sale or the provision of veterinary services in conjunction with the operation of any such pet shop);

(k)    any mortuary;

(l)    any establishment which has as more than two percent (2%) of its floor area displaying, exhibiting or selling pornographic materials, including, without limitation any adult book or film store and any adult entertainment nightclub;

(m)    any bar, tavern, night club or other establishment whose principal business (with respect to any establishment or business other than a "Logan's" restaurant, greater than thirty percent (30%) of revenue, which percentage may be increased from time to time with Landlord’s prior written consent, not to be unreasonably withheld, delayed or conditioned) is the sale for on premises consumption of alcoholic beverages; provided, however, that nothing contained herein shall in any way prohibit or limit the selling of alcoholic beverages by a restaurant operation as contemplated by this Section 4.1.

(n)    any theater or cinema;

(o)    any flea market, amusement arcade, pool or billiard hall, dance hall or discotheque, carnival, circus or off-track betting parlor;

(p)    the overnight storage of motor vehicles;

(q)    any central laundry, dry cleaning facility or laundromat; or

(r)    any use which involves the sale or dispensing of motor vehicle fuels and oil products, including gasoline, ethanol and diesel fuel.

4.2    Manner of Operation .      Throughout the Term (subject to Section 4.6 herein), Tenant shall operate the Premises in a manner consistent with, and comparable to, the operation of Tenant’s other operating locations.

4.3    Compliance with Laws .         Tenant shall at all times keep and maintain the Premises in compliance in all material respects with all applicable laws, ordinances, statutes, rules, regulations, orders, directions and requirements of all federal, state, county and municipal governments and of all other governmental agencies or authorities having or claiming jurisdiction over the Premises or the business activities conducted thereon or therein and of all of their respective departments, bureaus, agencies or officers, and of any insurance underwriting board or insurance inspection bureau having or claiming such jurisdiction or any other body exercising similar functions. Notwithstanding the generality of the foregoing, Tenant shall, at its sole expense, maintain the Premises in compliance in all material respects with all applicable federal, state or municipal laws, ordinances, rules and regulations currently in existence or hereafter enacted or rendered governing accessibility for th