Contract
Exhibit 4.3
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 22,
2006, among Buffets, Inc., a Minnesota corporation (or its permitted successor) (the “Company”),
each of the parties identified as an Additional Subsidiary Guarantor on the signature pages hereto
(each, an “Additional Subsidiary Guarantor” and collectively, the “Additional Subsidiary
Guarantors”) and U.S. Bank National Association, as Trustee under the Indenture (the “Trustee”).
W I T N E S S E T H :
WHEREAS the Company, Parent and the Subsidiary Guarantors have heretofore executed and
delivered to the Trustee an Indenture, dated as of November 1, 2006 (as amended on November 1,
2006, the “Indenture”), providing for the issuance of 121/2% Senior Notes due 2014 (the
“Securities”);
WHEREAS, Section 4.10 and Section 10.06 of the Indenture provide that under certain
circumstances the Company will cause the Additional Subsidiary Guarantors to execute and deliver to
the Trustee a guaranty agreement pursuant to which the Additional Subsidiary Guarantor will
Guarantee payment of the Securities on the same terms and conditions as those set forth in Article
10 of the Indenture; and
WHEREAS, pursuant to Section 9.01(iv) of the Indenture, the Trustee and the Company are
authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the
receipt of which is hereby acknowledged, the Company, the Additional Subsidiary Guarantors and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the
Securities as follows:
SECTION 1. Capitalized Terms. Capitalized terms used herein but not defined shall
have the meanings assigned to them in the Indenture.
SECTION 2. Guarantees. The Additional Subsidiary Guarantors hereby agree, jointly
and severally with all other Guarantors, to guarantee the Company’ obligations under the Securities
on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound
by all other applicable provisions of the Indenture as a Subsidiary Guarantor.
SECTION 3. Ratification of Indenture; Supplemental Indentures Part of Indenture.
Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all
the terms, conditions and provisions thereof shall remain in full force and effect. This
Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of
Securities heretofore or hereafter authenticated and delivered shall be bound hereby.
SECTION 4. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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SECTION 5. Trustee Makes No Representation. The Trustee makes no representation as
to the validity or sufficiency of this Supplemental Indenture.
SECTION 6. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent
the same agreement.
SECTION 7. Effect of Headings. The Section headings herein are for convenience only
and shall not effect the construction of this Supplemental Indenture.
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IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as
of the date first written above.
BUFFETS, INC., | ||||||
by | ||||||
/s/ R. Xxxxxxx Xxxxxxx, Jr. | ||||||
Name: | R. Xxxxxxx Xxxxxxx, Jr. | |||||
Title: | Chief Executive Officer | |||||
FIRE MOUNTAIN LEASING COMPANY, LLC | ||||||
by | ||||||
/s/ H. Xxxxxx Xxxxxxxx | ||||||
Name: | H. Xxxxxx Xxxxxxxx | |||||
Title: | Manager/Secretary | |||||
RYAN’S RESTAURANT LEASING COMPANY, LLC | ||||||
by | ||||||
/s/ H. Xxxxxx Xxxxxxxx | ||||||
Name: | H. Xxxxxx Xxxxxxxx | |||||
Title: | Manager/Secretary | |||||
FIRE MOUTAIN MANAGEMENT GROUP, LLC | ||||||
by | ||||||
/s/ H. Xxxxxx Xxxxxxxx | ||||||
Name: | H. Xxxxxx Xxxxxxxx | |||||
Title: | Manager/Secretary | |||||
RYAN’S RESTAURANT MANAGEMENT GROUP, LLC | ||||||
by | ||||||
/s/ H. Xxxxxx Xxxxxxxx | ||||||
Name: | H. Xxxxxx Xxxxxxxx | |||||
Title: | Manager/Secretary | |||||
U.S. BANK NATIONAL ASSOCIATION, as Trustee | ||||||
by | ||||||
/s/ Xxxxxxx X. Xxxxxxxxxx | ||||||
Name: | Xxxxxxx X. Xxxxxxxxxx | |||||
Title: | Vice President |