0001104659-04-024150 Sample Contracts

FORBEARANCE AGREEMENT
Forbearance Agreement • August 12th, 2004 • American Restaurant Group Inc • Retail-eating places • New York

This FORBEARANCE AGREEMENT (as amended, modified or extended in accordance with the terms hereof, the “Forbearance Agreement”), dated and effective as of June 1, 2004 (the “Effective Date”), is entered into by and among (i) American Restaurant Group, Inc., a Delaware corporation (the “Company”), (ii) the Guarantors (as defined in the Indenture referred to herein), and (iii) the beneficial holders of the 11½% Series D Senior Secured Notes due 2006 (the “Notes”) signatory hereto (each, a “Signing Holder” and, collectively, the “Signing Holders”).

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FORBEARANCE AGREEMENT
Forbearance Agreement • August 12th, 2004 • American Restaurant Group Inc • Retail-eating places • California

This FORBEARANCE AGREEMENT (as amended, modified or extended in accordance with the terms hereof, this “Forbearance Agreement”), dated and effective as of [August 11], 2004 (the “Effective Date”), is entered into by and among TCW SHARED OPPORTUNITY III, L.P. (“Lender”), American Restaurant Group, Inc., a Delaware corporation (“ARG”), ARG Enterprises, Inc., a California corporation (“Enterprises”), ARG Property Management Corporation, a California corporation (“Property Management”; and collectively with ARG and Enterprises, the “Borrowers”), and ARG Terra, Inc., a Delaware corporation (“Terra”; and collectively with the Borrowers, the “Credit Parties”).

FIRST AMENDMENT TO LOAN AGREEMENT
Loan Agreement • August 12th, 2004 • American Restaurant Group Inc • Retail-eating places • California

This FIRST AMENDMENT TO LOAN AGREEMENT (this “First Amendment”), effective as of August 5, 2004 upon the satisfaction of the conditions set forth herein, is hereby entered into among TCW SHARED OPPORTUNITY III, L.P. (“Lender”), and American Restaurant Group, Inc., a Delaware corporation (“ARG”), ARG Enterprises, Inc., a California corporation (“Enterprises”) and ARG Property Management Corporation, a California corporation (“Property Management”; and collectively with ARG and Enterprises, the “Borrowers”), and ARG Terra, Inc., a Delaware corporation (“Terra”; and collectively with the Borrowers, the “Credit Parties”).

AMENDMENT NO. 6 TO LOAN AGREEMENT
Loan Agreement • August 12th, 2004 • American Restaurant Group Inc • Retail-eating places • California

This AMENDMENT NO. 6 TO LOAN AGREEMENT (this “Sixth Amendment”), effective as of August 5, 2004 upon the satisfaction of the conditions set forth herein, is hereby entered into among WELLS FARGO FOOTHILL, INC., a California corporation formerly known as FOOTHILL CAPITAL CORPORATION (“Lender”), and American Restaurant Group, Inc., a Delaware corporation (“ARG”), ARG Enterprises, Inc., a California corporation (“Enterprises”), ARG Property Management Corporation, a California corporation (“Property Management”), and ARG Terra, Inc., a Delaware corporation (“Terra”). ARG, Enterprises, Property Management, and Terra are collectively referred to herein as “Borrowers” and individually as a “Borrower”.

FORBEARANCE AGREEMENT
Forbearance Agreement • August 12th, 2004 • American Restaurant Group Inc • Retail-eating places • California

This FORBEARANCE AGREEMENT (as amended, modified or extended in accordance with the terms hereof, this “Forbearance Agreement”), dated and effective as of August 5, 2004 (the “Effective Date”), is entered into by and among Wells Fargo Foothill, Inc., a California corporation formerly known as Foothill Capital Corporation, a California corporation (“Lender”), American Restaurant Group, Inc., a Delaware corporation (“ARG”), ARG Enterprises, Inc., a California corporation (“Enterprises”), ARG Property Management Corporation, a California corporation (“Property Management”), and ARG Terra, Inc., a Delaware corporation (“Terra”; and together with ARG, Enterprises and Property Management, the “Borrowers,” and each, a “Borrower”).

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