0000750274-04-000046 Sample Contracts

AMENDED AND RESTATED MANAGEMENT AND FEE AGREEMENT
Management and Fee Agreement • May 12th, 2004 • Buffets Inc • Retail-eating places • New York

AMENDED AND RESTATED MANAGEMENT AND FEE AGREEMENT (this “Agreement”), dated as of February 20, 2004, between BUFFETS, INC., a Minnesota corporation (the “Company”) and CxCIC LLC, a Delaware limited liability company (“CIC”).

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Contract
Credit Agreement • May 12th, 2004 • Buffets Inc • Retail-eating places • New York

AMENDMENT AGREEMENT dated as of February 20, 2004 (this “Agreement”), to the Credit Agreement dated as of July 28, 2002 (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 “Existing Lenders”), and CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands branch, as administrative agent for the Existing Lenders (in such capacity, the “Administrative Agent”), and as collateral agent for the Existing Lenders (in such capacity, the “Collateral Agent”).

PARENT GUARANTY
Parent Guaranty • May 12th, 2004 • Buffets Inc • Retail-eating places • New York

This Supplemental Indenture, dated as of February 20, 2004 (this “Supplemental Indenture” or “Parent Guaranty”), among Buffets Holdings, Inc., a Delaware corporation (the “Parent Guarantor”), Buffets, Inc., a Minnesota corporation (the “Company”), and U.S. Bank National Association, as Trustee under the Indenture referred to below.

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