STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “ Agreement ”) is dated as of the 30th day of October, 2006 by and between LRI Holdings Inc., a Delaware corporation (the “ Buyer ”) and CBRL Group, Inc., a Tennessee corporation (“ Seller ”).

For and in consideration of the mutual promises and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller agree as follows:

For all purposes of this Agreement, the following terms shall have the respective meanings set forth in this Section 1 (such definitions to be equally applicable to both the singular and plural forms of the terms herein defined).

1.1    “Accounts Payable” means all accounts and notes payable owed by the Company, calculated in accordance with GAAP.

1.2    “Accounts Receivable” means all accounts and notes receivable owed to the Company, calculated in accordance with GAAP.

1.3    “Acquisition Proposal” has the meaning set forth in Section 3.5 .

1.4    “ Affiliate ” means, as to any Person, any other Person that directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

1.5    “ Agreement ” has the meaning set forth in the introductory paragraph.

1.6    “Assets” has the meaning set forth in Section 4.7 .

1.7    “ Audited Balance Sheet ” has the meaning set forth in Section 4.5 .

1.8      “ Balance Sheet ” has the meaning set forth in Section 4.5 .

1.9    “ Balance Sheet Date ” has the meaning set forth in Section 4.5 .

1.10    “Basket” has the meaning set forth in Section 10.3 .

1.11    “ Buyer ” has the meaning set forth in the introductory paragraph.

1.12    “ Buyer   Indemnitees ” has the meaning set forth in Section 10.1(a) .

1.13    “ Buyer’s   Breach ” has the meaning set forth in Section 10.2 .

1.14    “Cap” has the meaning set forth in Section 10.4 .

1.15    “Capital Expenditures” means expenditures capitalized as property and equipment in accordance with GAAP and consistent with the practices, principles and methodologies used in preparing the Audited Balance Sheet.

1.16    “ Claim ” means any written action, suit, arbitration, proceeding, hearing, investigation, litigation, charge, claim, settlement, environmental action or demand.

1.17    “ Closed Store Liabilities ” means accrued liabilities for expected obligations of the Company for future net rent expenses and other cash expenses for three (3) restaurants (store numbers 314, 341 and 343) closed by the Company prior to the Closing Date as reflected on the Final Statement.

1.18    “ Closing ” has the meaning set forth in Section 2.5 .

1.19    “ Closing Date ” has the meaning set forth in Section 2.5 .

1.20    “Closing Indebtedness” has the meaning set forth in Section 2.4(a) .

1.21    “Closing Working Capital” has the meaning set forth in Section 2.4(a) .

1.22    “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and any regulations or published rulings promulgated or issued thereunder.

1.23    “Company” has the meaning set forth in the first recital.

1.24    “Consents” has the meaning set forth in Section 4.24 .

1.25    “Company Intellectual Property Rights” has the meaning set forth in Section 4.13 .

1.26    “Contest” has the meaning set forth in Section 11.3(b) .

1.27    “Contract” means any existing agreement, personal or real property lease, commitment, understanding, instrument, evidence of Indebtedness, mortgage, indenture, security agreement or other contract or agreement.

1.28    “ Disclosure   Schedule ” means the disclosure schedules accompanying this Agreement that are arranged to correspond to the particular representations and warranties and that contain certain information required by or exceptions to certain statements contained in this Agreement.

1.29    “D&T” means Deloitte & Touche LLP.

1.30    “ Environmental Laws” means any federal, state or local Law, or any order, decree, judgment or injunction issued, promulgated, approved or entered thereunder, relating to public health and safety, or pollution or protection of the environment, including the release, threatened release, manufacturing, processing, use, treatment, storage, disposal, transport or handling of Hazardous Materials.

1.31    “ ERISA ” has the meaning set forth in Section 4.17(a) .

1.32    “ Excluded Property ” means any Owned Real Property that is excluded by a Purchaser from the Sale-Leaseback, including, without limitation, Store #313, Columbus, GA in the event such parcel of Owned Real Property is not included in the Sale-Leaseback.

1.33      “ Family Member ” with respect to any individual means the spouse, parents and descendents (whether natural or adopted) of such Persons.

1.34      “Final Indebtedness” has the meaning set forth in Section 2.4(d) .

1.35    “Final Statement” has the meaning set forth in Section 2.4(c) .

1.36    “Final Working Capital” has the meaning set forth in Section 2.4(d) .

1.37    “ Financial   Statements ” has the meaning set forth in Section 4.5 .

1.38    “ Franchise Agreement ” means each of the franchise, license or area development agreements (together with any related guaranty agreements) that provide for the operation or development of the Company’s “Logan’s Roadhouse”® restaurants that are currently in effect and that are listed, together with the name of the Franchisee, in Section 1.38 of the Disclosure Schedule. “ Franchise Agreements ” means all such twenty-seven (27) agreements, collectively.

1.39    “ Franchisee ” means any Person that is a party to a Franchise Agreement with the Company.

1.40    “ Fundamental Representations ” means the representations and warranties of the Seller set forth in Sections 3.1 , 3.3 , 3.4 , 4.2 , 4.3(a) , 4.11(l) and 4.25 .

1.41    “GAAP” means accounting principles generally accepted in the United States of America consistently applied.

1.42    “Governmental Authority” means any nation or federal, state, local, regional, municipal or foreign government or governmental regulatory body and any of their respective subdivisions, agencies, instrumentalities, authorities, courts or tribunals.

1.43    “Hazardous Materials” means any “Hazardous Substance,” “Oil” or “Pollutant or Contaminant” as such terms are defined in 40 C.F.R 300.5.

1.44    “ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

1.45    “Indebtedness” means, with respect to the Company (i) the principal, premium (if any) and accrued interest in respect of indebtedness of the Company for money borrowed, whether or not evidenced by notes, debentures, bonds or other similar instruments and for the payment of which the Company is responsible or liable, directly or indirectly, either severally or jointly with any other Person, (ii) all obligations of the Company for the deferred purchase price of goods, services or property already acquired (but excluding trade payables and other accrued current Liabilities arising in the ordinary course of business), (iii) all obligations of the Company under leases required to be capitalized in accordance with GAAP, (iv) any amounts owed by and obligations of the Company and the Subsidiaries to any officer, director or employee of the Company or the Subsidiaries and their respective Affiliates that is payable, as a result of, or upon the consummation of the transactions contemplated by, this Agreement (but excluding the Success Awards, the Replacement Awards and compensation payable in the ordinary course of business, all as accrued in accordance with GAAP on the Financial Statements), (v) all intercompany net payables and (vi ) all obligations of the type referred to in the foregoing clauses (i) through (v) of any other Person, the payment or performance of which the Company is responsible or liable, directly or indirectly, as obligor, guarantor or surety. “Indebtedness”, however, shall not include the Termination Payment.

1.46    “Insurance Policies” has the meaning set forth in Section 4.10 .

1.47    “ Intellectual Property Rights ” any rights in or to any intellectual property or other proprietary rights, including: (i) all inventions (whether or not patentable or reduced to practice), all improvements thereto, and all patents, patent applications and patent disclosures, together with all reissues, continuations, continuations-in-part, revisions, divisionals, extensions and reexaminations thereof, (ii) all trademarks, service marks, designs, trade dress, logos, slogans, trade names, business names, corporate names, Internet domain names, together with all translations, adaptations, derivations and combinations thereof, all applications, registrations and renewals in connection therewith and all goodwill associated with any of the foregoing, (iii) all works of authorship, copyrights, all registrations, applications for registration and renewals in connection therewith, (iv) software (including source code, executable code, data, databases, web sites, firmware and related documentation), (v) all trade secrets, know-how, technology, processes, products, methods, techniques, ideas, research and development, recipes, designs, layouts, specifications, improvements, business information, studies, technical and other data, customer and supplier lists, pricing and cost information and business and marketing plans and proposals, and (vi) all copies and tangible embodiments of any of the foregoing (in any form or medium)

1.48    “Inventories”  means all product and supply inventories of the Company and the Subsidiaries used, useable or otherwise saleable in the ordinary course of the business consistent with past practices, calculated in accordance with GAAP.

1.49    “Joint Firm” has the meaning set forth in Section 2.4(b) .

1.50    “Knowledge” and the correlative “ Known ” shall mean the actual knowledge of the Persons set forth in Section 1.50 of the Disclosure Schedule, without independent inquiry.

1.51    “ Laws ” means all laws, statutes, codes, rules, regulations, ordinances and other pronouncements having the effect of law in the United States or any domestic state, county, city or other political subdivision or of any Governmental Authority, excluding, Environmental Laws.

1.52    “ Leased Real Property ” has the meaning set forth in Section 4.8(b) .

1.53    “Liabilities” means any Indebtedness, Claim, Loss, commitment, obligation and other liability of any kind, character or nature whatsoever, whether known or unknown, secured or unsecured, accrued, fixed, absolute, contingent or otherwise.

1.54    “Liens” means any lien, statutory lien, pledge, mortgage, security interest, charge, encumbrance, easement, right of way, covenant, Claim, restriction, right, option, conditional sale or other title retention agreement, warrant or third party equity right of any kind or nature.

1.55    “ Losses ” has the meaning set forth in Section 10.1(a) .

1.56    “Material Adverse Effect” shall mean any effect or change that individually or in the aggregate, would reasonably be expected to have a   material and adverse effect on   the business, properties, assets, condition (financial or otherwise), results of operations of the Company and the Subsidiaries, taken as a whole, or to the ability of Seller to consummate timely the transactions contemplated hereby, as applicable; provided that none of the following shall be deemed to constitute a Material Adverse Effect: (a) any adverse change, event, development, or effect arising from (i) general business or economic conditions, provided such conditions do not disproportionately affect the Company, (ii) national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the U.S., or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the U.S., provided, that such conditions do not disproportionately affect the Company, (iii) economic or industry conditions resulting from an outbreak of mad cow disease, bird influenza or other such infectious disease, (iv) financial, banking, or securities markets (including any disruption thereof and any decline in the price of any security or any market index), (v) changes in GAAP, (vi) changes in Laws, orders, or other binding directives issued by any Governmental Authority, (vii) general changes or developments in the industry in which the Company operates , provided such changes or developments do not disproportionately affect the Company, (viii) the taking of any action expressly contemplated by this Agreement and the other agreements contemplated hereby, or otherwise consented to by Buyer; or (b) any adverse change in or effect on the business of the Company that is cured by Seller to the reasonable satisfaction of Buyer after consultation with Buyer’s counsel before the earlier of (i) the Closing Date or (ii) the date on which this Agreement is terminated pursuant to Section 12.1 hereof.

1.57    “Material Contracts” has the meaning set forth in Section 4.11 .

1.58    “ Minimum Sale-Leaseback Proceeds ” has the meaning set forth in Section 8.10 .

1.59    "Noncompetition Agreement" means an agreement between Seller and the Company pursuant to which Seller agrees to certain restrictions upon its business activities, which agreement shall be substantially in the form attached hereto as Exhibit A .

1.60    “ Owned Real Property ” has the meaning set forth in Section 4.8(a) .

1.61    “Permits” has the meaning set forth in Section 4.12 .

1.62    “Permitted Liens” means with respect to the Assets, as applicable: (a) real estate taxes, assessments and other governmental levies, fees, or charges imposed with respect to such Assets that are (i) not due and payable as of the Closing Date or (ii) being contested by appropriate proceedings; (b) mechanics liens and similar liens for labor, materials, or supplies provided with respect to such Assets incurred in the ordinary course of business for amounts that are (i) not yet due and payable or (ii) being contested by appropriate proceedings; (c) zoning, building codes, and other land use laws regulating the use or occupancy of any Owned Real Property or Leased Real Property or the activities conducted thereon that are imposed by any Governmental Authority having jurisdiction over such Owned Real Property or Leased Real Property which are not violated in any material respect by the current use or occupancy of such Owned Real Property or Leased Real Property (as the case may be) or the operation of the business thereon; (d) liens for any financing secured by any Assets that is an obligation of the Company that will be paid off at Closing; (e) liens for any financing contemplated by the Buyer that will be used, in whole or in part, to finance the acquisition of the Shares and that is secured by any Assets or the Shares; and (f) easements, covenants, declarations, conditions, restrictions, and other similar matters of record affecting title to any such Assets and other title defects that do not or would not, individually or in the aggregate, materially impair the use, marketability, or occupancy of such Assets in the operation of the business of the Company and the Subsidiaries.

1.63    “Plan” has the meaning set forth in Section 4.17 .

1.64    “Person” shall mean any natural person, corporation, company, limited liability company, joint venture, association, trust, general partnership, limited partnership, proprietorship, or other business organization.

1.65    “Post-Closing Date” has the meaning set forth in Section 2.4(e) .

1.66    “Purchase Price” has the meaning set forth in Section 2.3 .

1.67    “ Real Property Leases ” has the meaning set forth in Section 4.8(b) .

1.68    “ Reference Amount Range ” means a deficit in the Company’s Working Capital of between $13,500,000 and $14,500,000, inclusive.

1.69    “Replacement Award ” means any of the compensatory awards described on Section 1.69 of the Disclosure Schedule. “Replacement Awards” means all such awards, collectively.

1.70    “ Sale-Leaseback ” means the sale-leaseback of sixty-four (64) parcels of the Company’s Owned Real Property pursuant to those documents (the “ Sale-Leaseback

1.71    “ Seller ” has the meaning set forth in the introductory paragraph.

1.72      “ Seller   Indemnitees ” has the meaning set forth in Section 10.2 .

1.73    “ Seller’s Breach ” has the meaning set forth in Section 10.1(a) .

1.74    “ Shares ” has the meaning set forth in the Recitals.

1.75    “Subsidiary” and “ Subsidiaries ” have the respective meanings set forth in Section 4.1(b) .

1.76    “Subsidiary Assets” has the meaning set forth in Section 4.1(b) .

1.77    “Success Award” means any of the compensatory awards described on Section 1.77 of the Disclosure Schedule. “Success Awards” means all such awards, collectively.

1.78    “Taxes ” shall mean any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code Section 59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated or other tax of any kind whatsoever, including any interest, penalty or addition thereto, whether disputed or not “ Tax Return ” shall mean any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof. For the avoidance of doubt, “Tax” does not include any escheat Liabilities or similar items under state unclaimed property Laws.

1.79    “Termination Date” means December 31, 2006.

1.80    “Termination Payment” means the fee payable by the Company in the event it terminates the Sale-Leaseback as described in the Sale-Leaseback Documents.

1.81    “2007 YTD Capex” means Capital Expenditures of the Company from July 29, 2006 through the day before the Closing Date. Notwithstanding the foregoing and for the avoidance of doubt, 2007 YTD Capex (i) shall not include cash disbursements for internal labor costs that are otherwise included within 2007 YTD Capex in excess of $100,000 per month and (ii) shall be adjusted by the amount of liabilities outstanding (including checks outstanding) relating to Capital Expenditures in excess of $2,900,000.

1.82    “Working Capital ” means all “current assets” less all “current liabilities” of the Company and its Subsidiaries on a consolidated basis as determined in accordance with GAAP and with the practices, principles and methodologies used in preparing the Audited Balance

1.83    “ Working Capital Adjustment ” means the amount by which Final Working Capital is outside the Reference Amount Range such that in the event that Final Working Capital is (i) a deficit greater than $14,500,000, such excess shall be paid by Seller to Buyer, (ii) a deficit less than the $13,500,000, such difference shall be paid by Buyer to Seller; or (iii) a surplus, the amount of such surplus plus $13,500,000 shall be paid by Buyer to Seller.

2.1    Basic Transaction .   Seller agrees to sell, transfer, convey, assign and deliver to Buyer on the Closing Date, and Buyer agrees to purchase and accept from Seller, all of the Shares, free and clear of any Liens, subject to the terms and conditions set forth in this Agreement.

2.2    Transfer of Shares .   Subject to the satisfaction or waiver of the conditions set forth in Section 8 , on the Closing Date, Seller shall transfer the Shares by delivery of one or more stock certificates representing all of the Shares, duly endorsed in blank or with executed stock powers or assignments attached, in proper form for transfer.

2.3    Purchase Price .   In consideration for the purchase by Buyer of the Shares, Buyer shall pay to Seller on the Closing Date, as defined in Section 2.5 hereof, by wire transfer of immediately available funds, the purchase price of Two Hundred Seventy Six Million and 00/100 Dollars ($276,000,000), as adjusted pursuant to Section 2.4 hereof (the “ Purchase Price ”), in accordance with wire instructions provided by the Seller.

2.4    Adjustments to Purchase Price .

(i)    If Working Capital of Company as reflected on the Final Statement (“ Final Working Capital ”) is outside the Reference Amount

(ii)    If Indebtedness of the Company as reflected on the Final Statement (“ Final Indebtedness ”) is greater than zero, Seller shall pay to Buyer on the Post-Closing Date an amount (hereinafter referred to as the “ Indebtedness Payment ”) equal to the amount by which the Final Indebtedness is a greater than zero.

(iii)    The Purchase Price also shall be decreased by the amount by which the gross proceeds of the Sale-Leaseback are in excess of $210,000,000.

(iv)    The Purchase Price shall be decreased by the amount by which 2007 YTD Capex is less than the applicable amount set forth in Section 6.2(a) of the Disclosure Schedule and increased by the amount by which 2007 YTD Capex is greater than the applicable amount set forth in Section 6.2(a) of the Disclosure Schedule; provided, that in either event, the applicable amounts shall be prorated if the Closing Date occurs between the dates set forth on Section 6.2(a) of the Disclosure Schedule.

2.5    The Closing .   Subject to satisfaction or waiver of the conditions in Section 8 , the closing of the transactions contemplated by the Agreement (the “ Closing ”) shall take place at the offices of Baker Donelson Bearman Caldwell & Berkowitz, P.C., located at 211 Commerce Center, Suite 1000, Nashville, Tennessee 37201, commencing at 9:00 a.m. local time on November 27, 2006 or within five days after expiration of the applicable waiting period (and any extension thereof) under the HSR Act, whichever date is later, or such other date and/or time as Buyer and Seller may mutually agree (the “ Closing Date ”).

2.6    Deliveries at the Closing .   At the Closing, (i) Seller will deliver to Buyer the various certificates, instruments and documents referred to in Section 7 below, (ii) Buyer will deliver to Seller the various certificates, instruments and documents referred to in Section 8 below, (iii) Seller will deliver to Buyer one or more stock certificates representing all of the

3.1    Organization, Standing and Authorization .  Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Tennessee. Seller has all requisite corporate power and corporate authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Seller, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, or other Laws affecting creditors’ rights generally, and by general equitable principles. Except as described in Section 3.1 of the Disclosure Schedule, Seller need not give any notice to, make any filing with, or obtain any authorization, consent or approval of any Government Authority in order to consummate the transactions contemplated under this Agreement.

3.2    Non-contravention .   Except as set forth in Section 3.2 of the Disclosure Schedule, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will constitute a violation of, conflict with, require the consent of any third party under, or constitute or create a default under (a) Seller’s charter documents or by-laws, each as amended to date; (b) any Material Contract to which Seller is a party or by which it or any of its properties is bound or to which it or any of such properties is subject; or (c) any statute or any judgment, decree, order, regulation or rule of any court or Governmental Authority, except with respect to clause (c), where the violation, conflict or default would not reasonably be expected to impair, or be material and adverse to the Company or Seller’s ability to consummate the transactions contemplated hereunder.

3.3    Broker Fees .   Except as set forth in Section 3.3 of the Disclosure Schedule, Seller has no obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which Buyer or the Company could become obligated, and Buyer shall not have any liability or otherwise suffer any loss as a result of or in connection with any such fees .

3.4    Shares .   Except as disclosed in Section 3.4 of the Disclosure Schedule, Seller owns of record and beneficially one hundred percent (100%) of the Shares, free and clear of any Liens. Seller is the sole shareholder of the Company and, except as disclosed in  Section 3.4 of the Disclosure Schedule, has the exclusive right, power and authority to vote the Shares.

3.5    No Other Agreements Relating to Acquisition .   Other than this Agreement and the Sale-Leaseback Documents, none of the Seller, the Company, the Subsidiaries or any of their Affiliates is party to or bound by any agreement with respect to any proposal or offer to acquire all or any significant part of the business and properties of the Company, whether by merger, purchase of stock, purchase of assets or otherwise (any such agreement, an “ Acquisition Proposal ”), or any Contract requiring Seller to abandon, terminate or fail to consummate the transactions contemplated by this Agreement. Any and all discussions with third parties with

4.1    Organization, Qualification and Corporate Power .

4.2    Capitalization .  The entire authorized capital stock of the Company consists of: (a) fifteen million (15,000,000) shares of common stock, par value $0.01, of which one thousand (1,000) shares are issued and outstanding and are being sold pursuant to this Agreement; and (b) five million (5,000,000) shares of preferred stock, par value $0.01, none of which are issued and outstanding. All of the issued and outstanding common stock of the Company has been duly authorized, validly issued, fully paid, is non-assessable and was not issued in violation of any preemptive rights. All of the issued and outstanding common stock of the Company is held of record by Seller and true and correct copies of all stock records and corporate minutes of the Company have been furnished to Buyer. Except as set forth on Section 4.2 of the Disclosure Schedule, there are no outstanding or authorized options, warrants, rights, Contracts, calls, puts, rights to subscribe or conversion rights to which the Company is a party or which are binding upon the Company providing for the issuance, disposition or acquisition of any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, or similar rights with respect to the Company. There are no voting trusts, proxies or any other Contracts with respect to the voting of the capital stock of the Company.

4.3    Non-Contravention .   Except as set forth in Section 4.3 of the Disclosure Schedule, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereunder, will constitute a violation of, or conflict with, require the consent of any third party under, or constitute or create a default under, or result in the creation or imposition of any Lien upon any Assets of either the Company or any Subsidiary, pursuant to (a) its charter documents or by-laws, each as amended to date; (b) any Material Contract to which it is a party or by which it or any of its properties is bound or to which it or any of such properties is subject; or (c) any statute or any judgment, decree, order, regulation or rule of any court or Governmental Authority, except, in the case of (c), where the violation, conflict, default, lien, security interest or other encumbrance would not be material and adverse to the Company.

4.4    Governmental Consent .   No consent, approval or authorization of, or registration, qualification or filing with, any Governmental Authority is required for the execution and delivery of this Agreement or for the consummation of the transactions contemplated hereunder, except for the filing of notices (and related requests for authorization) under the HSR Act with the Department of Justice and the Federal Trade Commission and disclosures required under the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, except where any failure to obtain such consent, approval, authorization, registration, or qualification, or make such filing would not, individually or in the aggregate, be material and adverse to the Company.

4.5    Financial Statements .   Section 4.5 of the Disclosure Schedule includes (i) the audited consolidated financial statements of the Company as of July 28, 2006, containing audited balance sheets as of July 28, 2006 and July 29, 2005 (the July 28, 2006 balance sheet being herein referred to as the “ Audited Balance Sheet ”), audited statements of income for each of the three fiscal years ended July 28, 2006, July 29, 2005 and July 30, 2004, related statements of changes in shareholders’ equity and cash flows for each of the fiscal years and related notes thereto and (ii) the unaudited balance sheet and unaudited statement of income as of and for September 24, 2006 (the items described in clauses (i) and (ii) herein referred to as the “ Financial Statements ”). Except as set forth on Section 4.5 of the Disclosure Schedule and in the following sentence, each of such Financial Statements is true and correct in all material respects

4.6    Absence of Certain Changes .   Since the Balance Sheet Date, the business and operations of the Company and the Subsidiaries have been conducted only in ordinary course of business and there has been no Material Adverse Effect. Without limiting the foregoing, since the Balance Sheet Date, there has not been, except as disclosed in Section 4.6 of the Disclosure Schedule:

4.7    Title to and Condition of Tangible Assets .   Except as disclosed in Section 4.7 of the Disclosure Schedule, the Company or one of the Subsidiaries has good and marketable title to or a valid leasehold interest in the assets reflected in the Financial Statements and, without duplication, all Owned Real Property and all Leased Real Property and used regularly in, and necessary for, the conduct of the business as currently conducted (the “ Assets ”), free and clear of any Liens, except Permitted Liens. All of the Assets are in suitable condition to operate the business of the Company and its Subsidiaries as currently conducted, except for such conditions which would not result in Losses, individually or in the aggregate, in excess of $1,000,000. Except as disclosed in Section 4.7 of the Disclosure Schedule, the Company or one of its Subsidiaries owns or has a valid leasehold interest in all of the assets that are used in, or that the Company deems   necessary for, the conduct of the business of the Company and its Subsidiaries.

4.8    Real Property .