0001193125-05-171793 Sample Contracts

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER
Credit Agreement and Waiver • August 19th, 2005 • Red Robin Gourmet Burgers Inc • Retail-eating places • North Carolina

THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER, dated as of August 19, 2005 (this “Amendment”), is by and among RED ROBIN INTERNATIONAL, INC., a Nevada corporation (the “Borrower”), RED ROBIN GOURMET BURGERS, INC. (the “Parent”), those Domestic Subsidiaries of the Borrower identified as a “Guarantor” on the signature pages hereto and such other Domestic Subsidiaries of the Borrower as may from time to time become a party hereto (together with the Parent, each individually a “Guarantor” and collectively the “Guarantors”), the Lenders party hereto and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

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RESTITUTION AGREEMENT
Restitution Agreement • August 19th, 2005 • Red Robin Gourmet Burgers Inc • Retail-eating places • Colorado

This Restitution Agreement (this “Agreement”) is made as of August 18, 2005 by and among Michael Snyder (“Snyder”) on the one hand, and Red Robin Gourmet Burgers, Inc. and Red Robin International, Inc. on the other hand (collectively, the “Company”).

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