0000950123-06-015272 Sample Contracts

GUARANTY OF LEASE
Guaranty of Lease • December 18th, 2006 • Ryan's Restaurant Leasing Company, LLC • Retail-eating places • New York

This GUARANTY OF LEASE (“Guaranty”) is made as of November 1, 2006, by BUFFETS, INC., a Minnesota corporation (“Guarantor”), to FIGRYANH LLC, FIGRYANH-1 LLC, FIGRYANH-2 LLC, FIGRYANH-3 LLC, FIGRYANH-4 LLC, FIGRYANH-5 LLC, FIGRYANH-6, FIGRYANH-7 LLC, FIGRYANH-8 LLC, FIGRYANH-9 LLC, FIGRYANH-10 LLC, FIGRYANH-11 LLC, FIGRYANH-12 LLC, FIGRYANH-13 LLC, FIGRYANH-14 LLC, FIGRYANH-15 LLC, FIGRYANH-16 LLC, each a Delaware limited liability company (collectively “Landlord”), with reference to the following facts:

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GUARANTEE AND COLLATERAL AGREEMENT dated as of November 1, 2006, among BUFFETS, INC., BUFFETS HOLDINGS, INC., the Subsidiaries of BUFFETS, INC. from time to time party hereto, and CREDIT SUISSE, as Collateral Agent
Guarantee and Collateral Agreement • December 18th, 2006 • Ryan's Restaurant Leasing Company, LLC • Retail-eating places • New York

Schedule I Subsidiary Guarantors Schedule II Equity Interests; Pledged Debt Securities Schedule III Intellectual Property

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BUFFETS, INC. as the Company the GUARANTORS named herein $300,000,000 12 1/2% SENIOR NOTES DUE 2014 INDENTURE Dated as of November 1, 2006 U.S BANK NATIONAL ASSOCIATION, as Trustee
Indenture • December 18th, 2006 • Ryan's Restaurant Leasing Company, LLC • Retail-eating places • New York

INDENTURE dated as of November 1, 2006, among Buffets, Inc., a Minnesota corporation (the “Company”), Buffets Holdings, Inc, a Delaware corporation, the Subsidiary Guarantors (as defined herein) and U.S. Bank National Association, as trustee (the “Trustee”).

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MASTER LAND AND BUILDING LEASE between FIGRYANF LLC, a Delaware limited liability company, as LANDLORD and FIRE MOUNTAIN RESTAURANTS, LLC, a Delaware limited liability company, as TENANT November 1, 2006
Master Land and Building Lease • December 18th, 2006 • Ryan's Restaurant Leasing Company, LLC • Retail-eating places • New York

THIS MASTER LAND AND BUILDING LEASE (the “Lease”) is made and entered into as of November 1, 2006 (the “Commencement Date”), by and between FIGRYANF LLC, a Delaware limited liability company (“Landlord”) and FIRE MOUNTAIN RESTAURANTS, LLC, a Delaware limited liability company (“Tenant”).

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CREDIT AGREEMENT dated as of November 1, 2006, among BUFFETS, INC., BUFFETS HOLDINGS, INC., THE LENDERS NAMED HEREIN and CREDIT SUISSE, as Administrative Agent CREDIT SUISSE SECURITIES (USA) LLC and UBS SECURITIES LLC, as Joint Bookrunners and Co-Lead...
Credit Agreement • December 18th, 2006 • Ryan's Restaurant Leasing Company, LLC • Retail-eating places • New York

CREDIT AGREEMENT dated as of November 1, 2006, among BUFFETS, INC., a Minnesota corporation (the “Borrower”), BUFFETS HOLDINGS, INC., a Delaware corporation (“Holdings”), the Lenders (as defined in Article I) and CREDIT SUISSE, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.

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OPERATING AGREEMENT OF BIG R PROCUREMENT COMPANY, LLC A DELAWARE LIMITED LIABILITY COMPANY EFFECTIVE AS OF DECEMBER 30, 1999
Operating Agreement • December 18th, 2006 • Ryan's Restaurant Leasing Company, LLC • Retail-eating places • Delaware

The following terms used in this Operating Agreement shall have the following meanings (unless otherwise expressly provided herein):

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Counterpart to the Purchase Agreement
Purchase Agreement • December 18th, 2006 • Ryan's Restaurant Leasing Company, LLC • Retail-eating places

Upon consummation of the Merger, the undersigned hereby agrees to assume and be bound by all of the obligations of a Subsidiary Guarantor under the terms of the Purchase Agreement dated October 19, 2006, among Buffets, Inc., Buffets Holdings, Inc., the Subsidiary Guarantors and the Purchasers. The undersigned hereby also agrees that all references to the “Subsidiary Guarantors” and the “Guarantors” in the Purchase Agreement shall include the undersigned and the undersigned shall be bound by all provisions of the Purchase Agreement containing such references. Capitalized terms used, but not defined, in this Counterpart to the Purchase Agreement shall have meanings assigned to them in the Purchase Agreement.

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BUFFETS, INC. PURCHASE AGREEMENT
Purchase Agreement • December 18th, 2006 • Ryan's Restaurant Leasing Company, LLC • Retail-eating places • New York

CREDIT SUISSE SECURITIES (USA) LLC UBS SECURITIES LLC GOLDMAN, SACHS & CO. PIPER JAFFRAY & CO. c/o Credit Suisse Securities (USA) LLC (“Credit Suisse”) Eleven Madison Avenue New York, New York 10010-3629

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Contract
Supplemental Indenture • December 18th, 2006 • Ryan's Restaurant Leasing Company, LLC • Retail-eating places • New York

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”).

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AGREEMENT REGARDING LEASEHOLD MORTGAGES AND LANDLORD’S PURCHASE OPTION
Leasehold Mortgages and Landlord’s Purchase Option Agreement • December 18th, 2006 • Ryan's Restaurant Leasing Company, LLC • Retail-eating places • New York

THIS AGREEMENT REGARDING LEASEHOLD MORTGAGES AND LANDLORD’S PURCHASE OPTION (this “Agreement”) is entered into as of the 1st day of November, 2006, between and among Realty Income Corporation, a Maryland corporation (“RIC”), with an office at 220 West Crest Street, Escondido, CA 92025-1707, Realty Income Texas Properties, L.P., a Delaware limited partnership (“Realty TX”), Realty Income Pennsylvania Properties Trust, a Maryland Business Trust (“Realty PA”), and Crest Net Lease, Inc., a Delaware corporation (“Crest Net”), each with an office at c/o Realty Income Corporation, 220 West Crest Street, Escondido, CA 92025-1707 (RIC, Realty TX, Realty PA and Crest Net are collectively referred to herein individually and collectively as “Landlord”), and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, having an office at 11 Madison Avenue, New York, New York 10010 (collectively with its successors, assigns and designees, “Leasehold Mortgagee”) as Collateral Agent for the Secured Parties (as such terms ar

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Contract
Trademark Security Agreement • December 18th, 2006 • Ryan's Restaurant Leasing Company, LLC • Retail-eating places

TRADEMARK SECURITY AGREEMENT dated as of November 1, 2006 (this “Agreement”), among Buffets Holdings, Inc. (“Holdings”), Buffets, Inc. (the “Borrower”), the subsidiaries of the Borrower listed on Schedule I hereto (the “Subsidiary Parties”) and Credit Suisse, as Collateral Agent (in such capacity, the “Collateral Agent”).

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Contract
First Supplemental Indenture • December 18th, 2006 • Ryan's Restaurant Leasing Company, LLC • Retail-eating places • New York

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 1, 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”).

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SUPPLEMENT NO. 1 (this “Supplement”) dated as of November 22, 2006, to the Guarantee and Collateral Agreement dated as of November 1, 2006 (the “Guarantee and Collateral Agreement”), among BUFFETS, INC., a Minnesota corporation (the “Borrower”),...
Guarantee and Collateral Agreement • December 18th, 2006 • Ryan's Restaurant Leasing Company, LLC • Retail-eating places
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FIRE MOUNTAIN RESTAURANTS, LLC
Limited Liability Company Agreement • December 18th, 2006 • Ryan's Restaurant Leasing Company, LLC • Retail-eating places • Delaware

LIMITED LIABILITY COMPANY AGREEMENT dated as of October 27, 2006 (this “Agreement”), adopted by Ryan’s Restaurant Group, Inc. (the “Sole Member”), as the sole member.

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AGREEMENT REGARDING LEASEHOLD MORTGAGES AND LANDLORD’S PURCHASE OPTION
Leasehold Mortgages and Landlord’s Purchase Option Agreement • December 18th, 2006 • Ryan's Restaurant Leasing Company, LLC • Retail-eating places • New York

THIS AGREEMENT REGARDING LEASEHOLD MORTGAGES AND LANDLORD’S PURCHASE OPTION (this “Agreement”) is entered into as of the 1st day of November, 2006, between and among FIGRYANH LLC, FIGRYANH-1 LLC, FIGRYANH-2 LLC, FIGRYANH-3 LLC, FIGRYANH-4 LLC, FIGRYANH-5 LLC, FIGRYANH-6 LLC, FIGRYANH-7 LLC, FIGRYANH-8 LLC, FIGRYANH-9 LLC, FIGRYANH-10 LLC, FIGRYANH-11 LLC, FIGRYANH-12 LLC, FIGRYANH-13 LLC, FIGRYANH-14 LLC, FIGRYANH-15 LLC, FIGRYANH-16 LLC, each a Delaware limited liability company (collectively, the “Hold Landlord”), and FIGRYANF LLC, a Delaware limited liability company (“FIGRYANF”), each with an office at c/o Drawbridge Special Opportunities Fund LP, 1345 Avenues of the Americas, 46th Floor, New York, NY 10105 (collectively, “Landlord”), and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, having an office at 11 Madison Avenue, New York, New York 10010 (collectively with its successors, assigns and designees, “Leasehold Mortgagee”) as Collateral Agent for the Secured Parties (as such terms are d

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