INDENTUREBuffets Holdings, Inc. • June 25th, 2004 • New York
INDENTUREBuffets Holdings, Inc. • December 30th, 2005 • Retail-eating places • New York
R E C I T A L SContribution Agreement • December 30th, 2005 • Buffets Holdings, Inc. • Retail-eating places • Delaware
132,000,000 PRINCIPAL AMOUNT AT MATURITYBuffets Holdings, Inc. • June 25th, 2004 • New York
ARTICLE I STATEMENT OF PURPOSESeverance Protection Agreement • December 16th, 2005 • Buffets Holdings, Inc. • Retail-eating places • Minnesota
RECITALSTransferee Agreement • December 30th, 2005 • Buffets Holdings, Inc. • Retail-eating places • New York
SECURED SUPER-PRIORITY DEBTOR IN POSSESSION CREDIT AGREEMENT dated as of January 22, 2008, among BUFFETS, INC., a Debtor and Debtor in Possession BUFFETS HOLDINGS, INC., a Debtor and a Debtor in Possession THE LENDERS NAMED HEREIN and CREDIT SUISSE,...Credit Agreement • January 25th, 2008 • Buffets Holdings, Inc. • Retail-eating places • New York
SECURED SUPER-PRIORITY DEBTOR IN POSSESSION CREDIT AGREEMENT (this “Agreement”) dated as of January 22, 2008, among BUFFETS, INC., a Minnesota corporation, a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (as defined below) (the “Borrower”), BUFFETS HOLDINGS, INC., a Delaware corporation (“Holdings”), as a debtor and a debtor in possession under Chapter 11 of the Bankruptcy Code, 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, and Credit Suisse Securities (USA) LLC as syndication agent (in such capacity, the “Syndication Agent”) and as documentation agent (in such capacity, the “Documentation Agent”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 10th, 2008 • Buffets Holdings, Inc. • Retail-eating places • New York
ContractCredit Agreement • May 21st, 2007 • Buffets Holdings, Inc. • Retail-eating places • New York
AMENDMENT AGREEMENT dated as of March 13, 2007 (this “Agreement”), to the Credit Agreement dated as of November 1, 2006 (the “Existing Credit Agreement”), among BUFFETS, INC., a Minnesota corporation (the “Borrower”), BUFFETS HOLDINGS, INC., a Delaware corporation (“Holdings”), the Subsidiaries identified on Annex I (the “Subsidiary Guarantors” and, together with Holdings, the “Reaffirming Parties”), the lenders party thereto (the “Lenders”), and CREDIT SUISSE, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as collateral agent for the Lenders (in such capacity, the “Collateral Agent”), and as PF Fronting Lender (as defined in the Restated Credit Agreement referred to below).
LIMITED WAIVER TO CREDIT AGREEMENTCredit Agreement • October 17th, 2008 • Buffets Holdings, Inc. • Retail-eating places • New York
GUARANTEE AND COLLATERAL AGREEMENT dated as of January 22, 2008, among BUFFETS, INC., a Debtor and Debtor in Possession, BUFFETS HOLDINGS, INC., a Debtor and Debtor in Possession the Subsidiaries of BUFFETS, INC. from time to time party hereto, and...Guarantee and Collateral Agreement • January 25th, 2008 • Buffets Holdings, Inc. • Retail-eating places • New York
GUARANTEE AND COLLATERAL AGREEMENT dated as of January 22, 2008 (as amended, restated, supplemented or otherwise modified, this “Agreement”), among BUFFETS, INC., a Minnesota corporation, as a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (the “Borrower”), BUFFETS HOLDINGS, INC., a Delaware corporation, as a debtor and a debtor in possession under Chapter 11 of the Bankruptcy Code (“Holdings”), the Subsidiaries of the Borrower identified herein and CREDIT SUISSE (“Credit Suisse”), as collateral agent (in such capacity, the “Collateral Agent”).
FORBEARANCE AGREEMENT AND SECOND AMENDMENT TO CREDIT AGREEMENTForbearance Agreement And • October 17th, 2008 • Buffets Holdings, Inc. • Retail-eating places • New York
AMENDMENT NO. 1 TO THE SEPTEMBER 28, 2000 ADVISORY AGREEMENT BETWEEN BUFFETS HOLDINGS, INC. AND ROE H. HATLENBuffets Holdings, Inc. • December 16th, 2005 • Retail-eating places • Delaware
AMENDMENT NO. 1 TO SECOND FORBEARANCE AGREEMENT TO CREDIT AGREEMENTSecond Forbearance Agreement • December 8th, 2008 • Buffets Holdings, Inc. • Retail-eating places
This AMENDMENT NO. 1 TO SECOND FORBEARANCE AGREEMENT TO CREDIT AGREEMENT (this “Agreement”) is entered into as of December 5, 2008, by and among Buffets, Inc., a Minnesota corporation, as a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code (“Borrower”), Buffets Holdings, Inc., a Delaware corporation, as a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code (“Holdings”), the Subsidiaries of Borrower and Holdings, as Guarantors (together with Borrower and Holdings, the “Loan Parties”), the financial institutions party hereto as Lenders (collectively, the “Lenders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Forbearance Agreement (as hereinafter defined).
THIRD AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENTCredit Agreement • March 14th, 2008 • Buffets Holdings, Inc. • Retail-eating places • New York
THIS THIRD AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT (this “Amendment and Waiver”) is dated as of March 10, 2008 and is entered into by and among Buffets, Inc., a Minnesota corporation, as Borrower (the “Borrower”); Buffets Holdings, Inc., a Delaware corporation (“Holdings”) and the Subsidiaries of Borrower and Holdings, as Guarantors (together with the Borrower and Holdings, the “Loan Parties”); the financial institutions party hereto as Lenders (collectively, the “Lenders”); and Credit Suisse, individually as a Lender, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”) and as Collateral Agent for the Lenders.
FORBEARANCE AGREEMENT, LIMITED WAIVER AND THIRD AMENDMENT TO CREDIT AGREEMENTForbearance Agreement • December 19th, 2008 • Buffets Holdings, Inc. • Retail-eating places • New York
THIS FORBEARANCE AGREEMENT, LIMITED WAIVER AND THIRD AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is dated as of December 8, 2008 and is entered into by and among Buffets, Inc., a Minnesota corporation, as a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code (the “Borrower”); Buffets Holdings, Inc., a Delaware corporation (“Holdings”), as a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code and the Subsidiaries of Borrower and Holdings, as Guarantors (together with the Borrower and Holdings, the “Loan Parties”); the financial institutions party hereto as Lenders (collectively, the “Lenders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement (as hereinafter defined).
ContractThird Supplemental Indenture • May 21st, 2007 • Buffets Holdings, Inc. • Retail-eating places • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 14, 2007, among Buffets, Inc., a Minnesota corporation (or its permitted successor) (the “Company”), Buffets Franchise Holdings, LLC, a Minnesota limited liability company, as the Additional Subsidiary Guarantor (the “Additional Subsidiary Guarantor”) and U.S. Bank National Association, as Trustee under the Indenture (the “Trustee”).
AMENDMENT NO. 2 dated as of September 13, 2006 (this “Amendment”), to the Amended and Restated Credit Agreement dated as of February 20, 2004 (as amended by Amendment No. 1 dated as of April 6, 2005, the “Credit Agreement”), among BUFFETS, INC., a...Credit Agreement • November 6th, 2006 • Buffets Holdings, Inc. • Retail-eating places • New York
SEVERANCE PROTECTION AGREEMENT*Severance Protection Agreement • September 23rd, 2005 • Buffets Holdings, Inc. • Retail-eating places • Minnesota
THIS AGREEMENT, dated as of September 29, 2000 (the “Agreement”) is entered into by and between Buffets, Inc. (the “Company”) and the person named on Appendix A attached hereto (the “Executive”), effective as of the Closing Date.
ContractCredit Agreement • July 28th, 2005 • Buffets Holdings, Inc. • Retail-eating places • New York
AMENDMENT NO. 1 dated as of April 6, 2005 (this “Amendment”), to the Amended and Restated Credit Agreement dated as of February 20, 2004 (the “Credit Agreement”), among BUFFETS, INC., a Minnesota corporation (the “Borrower”), BUFFETS HOLDINGS, INC., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto and CREDIT SUISSE (formerly known as Credit Suisse First Boston), as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”).
SECOND FORBEARANCE AGREEMENT TO CREDIT AGREEMENTSecond Forbearance Agreement to Credit Agreement • December 5th, 2008 • Buffets Holdings, Inc. • Retail-eating places • New York
This SECOND FORBEARANCE AGREEMENT TO CREDIT AGREEMENT (this “Agreement”) is entered into as of December 1, 2008, by and among Buffets, Inc., a Minnesota corporation, as a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code (“Borrower”), Buffets Holdings, Inc., a Delaware corporation, as a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code (“Holdings”), the Subsidiaries of Borrower and Holdings, as Guarantors (together with Borrower and Holdings, the “Loan Parties”), the financial institutions party hereto as Lenders (collectively, the “Lenders”) and Credit Suisse, Cayman Islands Branch, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement (as hereinafter defined).
EXHIBIT 10.2 ------------ Buffets Holdings, Inc. 1460 Buffet Way Eagan, MN 55121 [Insert Name] [Insert Address] [Insert Address] Re: Form of Cash and Phantom Incentive Unit Award Agreement Dear [Insert Name]: I am pleased to report that, effective on...Buffets Holdings, Inc. • December 16th, 2005 • Retail-eating places • Delaware
ContractGuarantee and Collateral Agreement • May 21st, 2007 • Buffets Holdings, Inc. • Retail-eating places
SUPPLEMENT NO. 2 (this “Supplement”) dated as of March 13, 2007, 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”), BUFFETS HOLDINGS, INC., a Delaware corporation (“Holdings”), each Subsidiary of the Borrower from time to time party thereto (each such subsidiary individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors, Holdings and the Borrower are referred to collectively herein as the “Grantors”) and CREDIT SUISSE, (together with its affiliates, “Credit Suisse”), as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein).
AGREEMENT AND PLAN OF MERGER dated July 24, 2006 by and among RYAN’S RESTAURANT GROUP, INC., BUFFETS, INC. and BUFFETS SOUTHEAST, INC.Agreement and Plan of Merger • July 25th, 2006 • Buffets Holdings, Inc. • Retail-eating places • South Carolina
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated July 24, 2006 (the “Agreement Date”), by and among RYAN’S RESTAURANT GROUP, INC., a South Carolina corporation (the “Company”), BUFFETS, INC., a Minnesota corporation (the “Parent”), and BUFFETS SOUTHEAST, INC., a South Carolina corporation and a wholly-owned subsidiary of the Parent (the “Merger Subsidiary”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 26th, 2008 • Buffets Holdings, Inc. • Retail-eating places • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment ”) is dated as of February 21, 2008 and is entered into by and among Buffets, Inc., a Minnesota corporation, as a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (the “Borrower”); Buffets Holdings, Inc., a Delaware corporation (“Holdings”), as a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code and the Subsidiaries of Borrower and Holdings, as Guarantors (together with the Borrower and Holdings, the “Loan Parties”); the financial institutions party hereto as Lenders (collectively, the “Lenders”); and Credit Suisse, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”) and as Collateral Agent for the Lenders.
