JOINDER AGREEMENT
WHEREAS, TRC Finance, Inc. ("Finance") and the Initial Purchasers named
therein (the "Initial Purchasers") heretofore executed and delivered a Purchase
Agreement, dated September 21, 2005 (the "Purchase Agreement"), providing for
the issuance and sale of the Securities (as defined therein); and
WHEREAS, as a condition to the consummation of the offering of the
Securities, The Restaurant Company (the "Company") and each Guarantor (as
defined in the Purchase Agreement), that was originally not a party thereto, has
agreed to join in the Purchase Agreement on the Closing Date.
Capitalized terms used herein and not otherwise defined herein shall have
the meanings ascribed to such terms in the Purchase Agreement.
NOW, THEREFORE, the Company and each Guarantor hereby agrees for the
benefit of the Initial Purchasers, as follows:
1. Joinder. Each of the undersigned hereby acknowledges that it has
received and reviewed a copy of the Purchase Agreement and all other documents
it deems fit to enter into this Joinder Agreement (the "Joinder Agreement"), and
acknowledges and agrees to (i) join and become a party to the Purchase Agreement
as indicated by its signature below; (ii) be bound by all covenants, agreements,
representations, warranties and acknowledgments attributable to an indemnifying
party in the Purchase Agreement as if made by, and with respect to, each
signatory hereto; and (iii) perform all obligations and duties required of an
indemnifying party pursuant to the Purchase Agreement.
2. Representations and Warranties and Agreements of the Company and the
Guarantors. Each of the undersigned hereby represents and warrants to and agrees
with the Initial Purchasers that it has all the requisite corporate power and
authority to execute, deliver and perform its obligations under this Joinder
Agreement and the consummation of the transaction contemplated hereby has been
duly and validly taken and that when this Joinder Agreement is executed and
delivered, it will constitute a valid and legally binding agreement enforceable
against each of the undersigned in accordance with its terms.
3. Counterparts. This Joinder Agreement may be signed in one or more
counterparts (which may be delivered in original form or facsimile or "pdf" file
thereof), each of which shall constitute an original when so executed and all of
which together shall constitute one and the same agreement.
4. Amendments. No amendment or waiver of any provision of this Joinder
Agreement, nor any consent or approval to any departure therefrom, shall in any
event be effective unless the same shall be in writing and signed by the parties
thereto.
5. Headings. The section headings used herein are for convenience only and
shall not affect the construction hereof.
6. APPLICABLE LAW. THE VALIDITY AND INTERPRETATION OF THIS JOINDER
AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED WHOLLY THEREIN.
IN WITNESS WHEREOF, the undersigned has executed this agreement as of the
day and year first above written.
THE RESTAURANT COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------
Name:
Title:
THE RESTAURANT COMPANY OF MINNESOTA
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------
Name:
Title:
TRC REALTY, LLC
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------
Name:
Title:
XXXXXXX FINANCE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------
Name:
Title:
Joinder Agreement
