Exhibit (d)(7)

Mezzanine facility agreement

Project Frankfort

Aus Bidco Pty Limited

Each party listed in schedule 1

National Australia Bank Limited

and

Each party listed in schedule 2

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Telephone ▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇  Facsimile ▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇

▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ DX ▇▇▇ ▇▇▇▇▇▇▇▇▇

▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ SINGAPORE

Correspondent Offices HANOI HO CHI MINH CITY JAKARTA KUALA LUMPUR

Reference WAG:JW:80929581

Table of contents

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This mezzanine facility agreement

is made on          September 2005 between the following parties:

1             Aus Bidco Pty Ltd
ACN 113 833 391
of ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
(Borrower)

2             Each party listed in schedule 1
(each an Initial Guarantor)

3             Each party listed in schedule 2
(each a Financier)

4             National Australia Bank Limited
ABN 12 004 044 937
of ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
(Mezzanine Agent)

5             Westpac Banking Corporation
ABN 33 007 457 141
of ▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
(Security Trustee)

Recital

The Financiers have agreed, subject to this agreement, to provide the Facility to the Borrower on the terms of this agreement.

The parties agree

in consideration of, among other things, the mutual promises contained in this agreement:

1             Definitions and interpretation

1.1          Definitions

In this agreement:

Account Bank Deed means an agreement or other instrument executed by a Transactional Bank or other bank or financial institution with which a Transaction Party operates deposit accounts in favour of the Security Trustee and which contains certain acknowledgements and undertakings with respect to the Security over the relevant deposit accounts with that Transactional Bank or other bank or financial institution and includes, in relation to a US Transaction Party, a “Deposit Account Control Agreement” under and as defined in the US Security Agreement in relation to those deposit accounts;

Accounting Standards means accounting principles and practices applying by law, or otherwise generally accepted accounting principles, in Australia;

Acquisition Agreement Claim means any claim for breach of contract or warranty by, misrepresentation by, indemnity or other similar claim against, any

person (including any employee, officer or adviser of a Transaction Party or any of its Subsidiaries) in relation to the Merger Agreement or the CFG Share Sale Agreement (but does not include any claim under the CFG Share Sale Agreement which is satisfied by a transfer of shares in AusHoldco, USHoldco or AsiaHoldco from, or on behalf of CFG Management, to the Sponsor or Entities exclusively managed and advised by the Sponsor);

Acquisition Costs means:

(a)           amounts payable to:

(1)           holders of certificates representing WRC Common Stock issued and outstanding immediately prior to the Effective Time; and

(2)           holders of WRC Options at the Effective Time,

pursuant to the Merger Agreement and any other amounts payable by the Borrower or a Target Company under or in connection with the Merger Agreement (but not including any payments between Transaction Parties or a payment from the Borrower to a Target Company under the Merger Agreement);

(b)           amounts payable to CFG Management for the acquisition of shares and other equity interests in CFG under the CFG Share Sale Agreement;

(c)           any dividends or other distributions of WRC, CFG or any Target Group Member which have been declared, but remain unpaid immediately prior to Financial Close;

(d)           any special one time bonuses, retention bonuses and other amounts payable to executives and employees of WRC or Target Companies which are payable in connection with the Merger or are otherwise accrued but remain unpaid immediately prior to Financial Close;

(e)           liabilities of WRC under or in connection with the Existing ▇▇▇ & Oscars Lease Guarantees;

(f)            amounts required to repay any Financial Indebtedness of the Target Companies outstanding immediately prior to Financial Close in accordance with clause 2.1(v);

(g)           amounts required to be paid by a Transaction Party at or about Financial Close under any Merger Agreement Hedging;

(h)           costs and expenses (including Taxes) incurred in connection with the cancellation of the Corporate-Owned Life Insurance Policies issued on 1 June 1985 by Manufacturers Life Insurance Company as contemplated in section 7.3(j) of the Merger Agreement;

(i)            the YUM Transfer Fee,

and all other costs and transaction expenses (including costs of the advisors of the Borrower, US Bidco, the Sponsor, WRC, the Senior Finance Parties and the Mezzanine Finance Parties) and other amounts incurred or to be incurred by a Consolidated Group Member in connection with the Merger, a Shareholders’ Agreements, the Corporate Restructure and the Establishment of Groups contemplated in the Funds Flow Statement;

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Additional Guarantor means a person who has executed a Guarantee Assumption Agreement;

Anti-Terrorism Law means any requirement of law relating to terrorism or money laundering;

AsiaHoldco means SingCo Trading Pte. Ltd., a Singaporean Company;

Asian Business means the businesses to be operated by the Asian Group after Financial Close, including:

(a)           the ownership, operation, development and franchising (as franchisor, franchisee or licensee) of the “Sizzler” concept outside Australia, North America, South America and the Caribbean;

(b)           the ownership (whether under licence or otherwise) of all “Sizzler” related trademarks and service marks and other Intellectual Property Rights related to the “Sizzler” business other than to the extent they relate to Australia, North America, South America or the Caribbean; and

(c)           the ownership of the Existing Joint Venture Interests;

Asian Group means AsiaHoldco and its Subsidiaries and, prior to the completion of Corporate Restructure Step Number 6, SIM and each of its Subsidiaries (other than a Subsidiary of SIM which is to be transferred to the US Borrower or another US Group Member pursuant to the Corporate Restructure (being Restaurant Concepts of Australia Pty Ltd, Furnace Concepts International, Inc. and Furnace Concepts Australia Corp));

Asian Group Member means an Entity which forms part of the Asian Group;

Asian Group Subordinated Intercompany Loan Agreement means the agreement entitled “Asian Group Subordinated Intercompany Loan Agreement” dated on or before Financial Close between the Borrower (as borrower) and AsiaHoldco (as lender);

Asian Sale means a sale of all or substantially all of the assets and undertaking of the Asian Group or a sale of all the Marketable Securities in SIM or AsiaHoldco;

ASIC means the Australian Securities and Investments Commission;

Associate means an associate as defined in section 318 of the Income Tax Assessment ▇▇▇ ▇▇▇▇ (Cth);

Attorney means an attorney appointed under a Mezzanine Finance Document;

AUD Facility has the meaning given to that term in the Senior Facilities Agreement;

AusHoldco means ▇▇▇▇▇▇▇ Foods Holding Pty Limited ACN 113 801 648;

Australian Business means the businesses to be operated by the Australian Group after Financial Close, including:

(a)           the operation under franchise of “KFC” restaurants in Australia;

(b)           the ownership, operation, development and franchising (as franchisor, franchisee or licensee) of the “Sizzler” concept in Australia;

(c)           the ownership (whether under licence or otherwise) of all “Sizzler” related trademarks and service marks and other Intellectual Property Rights related to the “Sizzler” business in Australia; and

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(d)           prior to the Permitted Asian Sale Completion Date, the Asian Business;

Australian Dollars, AUD and A$ means the lawful currency of the Commonwealth of Australia;

Australian Group means:

(a)           AusHoldco;

(b)           the Borrower;

(c)           CFG and each of its Subsidiaries; and

(d)           prior to the completion of any Permitted Asian Sale, each Asian Group Member;

Australian Group Member means any Entity which forms part of the Australian Group;

Australian Group Tax Sharing Agreement means a tax sharing agreement or tax contribution agreement in relation to any Consolidated Group Member which is part of a consolidated group for Australian tax purposes;

Australian Target Company means each Entity listed in part 1 of schedule 10;

Australian Target Security means a Security required to be executed by an Australian Target Company on the Whitewash Completion Date being:

(a)           a Property Mortgage referred to in paragraph (a) to (e) of the definition of “Property Mortgage”; or

(b)           a Deed of Charge referred to in paragraph (e) of the definition of “Deed of Charge”;

Australian Transaction Party means a Transaction Party incorporated or registered under the laws of Australia;

Authorisation means:

(a)           any consent, registration, filing, agreement, notice of non-objection, notarisation, certificate, licence, approval, permit, authority or exemption; or

(b)           in relation to anything which a Government Agency may prohibit or restrict within a specific period, the expiry of that period without intervention or action or notice of intended intervention or action;

Authorised Officer means:

(a)           in relation to a Transaction Party, a director or a secretary of that Transaction Party, or a person notified to the Mezzanine Agent to be an authorised officer of that Transaction Party for the purposes of a Mezzanine Finance Document and whose specimen signature is provided with such notification to the Mezzanine Agent and in respect of which the Mezzanine Agent has not received written notification of the revocation of that appointment; and

(b)           in relation to a Mezzanine Finance Party, any person whose title includes the word “Director”, “Managing Director”, “Manager” or “Vice President”, and, provided notification of authorisation is given to the Borrower on request by the Borrower, any other person appointed by the

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Mezzanine Finance Party to act as its authorised officer for the purposes of this agreement;

Availability Period means the period commencing on the date of this agreement and ending on the earlier of:

(a)           Financial Close; and

(b)           the date on which the Total Commitments for the Facility are cancelled in full under this agreement;

Base Rate means, in respect of an Interest Period for a Funding Portion:

(a)           the average bid rate displayed at or about 10.30am (Sydney time) on the Rate Set Date on the Reuters screen BBSY page for a term equivalent to, or if not equivalent to, most closely approximating, the Interest Period, provided, in the case where the term is not equivalent to that Interest Period, the term is not more than 3 days longer or shorter than the Interest Period; or

(b)           if:

(1)           for any reason that rate is not displayed (or is not displayed for the relevant period); or

(2)           the basis on which that rate is displayed is changed and in the opinion of the Mezzanine Agent it ceases to reflect the Financiers’ cost of funding to the same extent as at the date of this agreement,

then the Base Rate will be the rate determined by the Mezzanine Agent to be the average of the buying rates quoted to the Mezzanine Agent by 3 Reference Banks at or about 10.30am (Sydney time) on the Rate Set Date; the buying rates must be for bills of exchange accepted by a leading Australian bank and which have a term equivalent to, or, if not equivalent to, most closely approximating, the Interest Period provided, in the case where the term is not equivalent to that Interest Period, the term is not more than 3 days longer or shorter than the Interest Period; if there are less than 3 Reference Banks quoting buying rates for that period, then the Base Rate for each Financier will be the rate notified by that Financier to the Mezzanine Agent to be that Financier’s cost of funding its Pro Rata Share of the Funding Portion for the Interest Period.

All calculations of rates for the purposes of this definition will be expressed as a yield percent per annum to maturity;

▇▇▇▇ means a ▇▇▇▇ of exchange as defined in the Bills of Exchange Act 1909 (Cth);

Blocked Account means an Australian Prepayment Suspense Account referred to in clause 8.6(b) of the Senior Facilities Agreement or, prior to the US Repayment Date, a US Prepayment Suspense Account referred to in clause 8.7(b) of the Senior Facilities Agreement;

Break Benefits means, for any repayment or prepayment, the amount (if any) by which:

(a)           the interest (excluding any Margin) on the amount repaid or prepaid which a Financier should have received under this agreement (had the repayment or prepayment not occurred),

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is less than:

(b)           the return which that Financier certifies that it would otherwise be able to obtain in respect of the amount repaid or prepaid,

in each case for the period from the date of repayment or prepayment until the last day of the then current Interest Period applicable to the repaid or prepaid amount;

Break Costs means, for any repayment or prepayment, the amount (if any) by which:

(a)           the interest (excluding any Margin) on the amount repaid or prepaid which a Financier should have received under this agreement (had the repayment or prepayment not occurred),

exceeds:

(b)           the return which that Financier would be able to obtain by placing the amount repaid or prepaid to it on deposit with a Reference Bank,

in each case for the period from the date of repayment or prepayment until the last day of the then current Interest Period applicable to the repaid or prepaid amount;

Business Day means:

(a)           for the purposes of clause 20.3, a day on which banks are open for business in the city where the notice or other communication is received excluding a Saturday, Sunday or public holiday;

(b)           in relation to the determination of the Base Rate for an Interest Period, a day on which banks are open for business in Sydney (excluding a Saturday, Sunday or public holiday); and

(c)           for all other purposes, a day on which banks are open for business in Sydney and Melbourne (excluding a Saturday, Sunday or public holiday);

Business Plan means the Consolidated Group’s proposed budget and updated financial model projections, including a detailed capital expenditure budget for the period prior to the Termination Date (such plan to be in the form approved by the Mezzanine Agent in writing prior to Financial Close or in such other form as may be agreed by the Mezzanine Agent (in each case acting on the instructions of the Majority Financiers));

Calculation Date means the last day of the third, sixth or ninth Trading Cycle in any Financial Year or the last day of any Financial Year, in each case, occurring on or after 1 January 2006 and on or before the Termination Date. Details of each Calculation Date are highlighted in schedule 12;

Calculation Period means, in relation to a Calculation Date, a period of 13 Trading Cycles ending on the Calculation Date;

Capital Expenditure means expenditure on equipment, machinery, fixed assets, real property improvements or any other capital assets which under Accounting Standards is regarded as capital expenditure;

Cash Equivalent means:

(a)           bank deposits expressly permitted under this agreement; or

(b)           debt instruments which mature within 6 months or are readily tradeable in a liquid market,

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in each case which are deposits with, or debts obligations of or which are unconditionally guaranteed by, an entity which has a short term credit rating of at least A1 from Standard & Poor’s or P1 from ▇▇▇▇▇’▇ Investors Service or, in the case of bank deposits only, deposits with a Financier or a Senior Finance Party;

CFG means ▇▇▇▇▇▇▇ Foods Group Pty Limited ABN 52 009 937 900;

CFG Management means each shareholder of CFG immediately prior to Financial Close, other than WRC;

CFG Share Sale Agreement means the agreement entitled “Share Sale and Subscription Agreement” dated on or before Financial Close between, among others, CFG Management (as vendors) and the Borrower (as purchaser) under which CFG Management agree to sell and the Borrower agrees to purchase the shares owned by CFG Management in CFG;

CFI means ▇▇▇▇▇▇▇ Foods International Pty Limited, a Nevada corporation;

Change of Control means, in relation to an Entity, where funds exclusively managed and advised by the Sponsor do not, or cease to, Control that Entity;

Change in Law means any present or future law, regulation, treaty, order or official directive or official request (which, if not having the force of law, would be complied with by a responsible financial institution) which:

(a)           commences, is introduced, or changes, after the date of this agreement; and

(b)           does not relate to a change in the effective rate at which Tax is imposed on the overall net income of a Mezzanine Finance Party;

Code means the United States Internal Revenue Code of 1986;

Collateral Security means any present or future Encumbrance, Guarantee or other document or agreement created or entered into by a Transaction Party or any other person as security for, or to credit enhance, the payment of any of the Secured Moneys;

Commitment means, in respect of a Financier, the amount specified opposite its name in schedule 2, as adjusted under this agreement;

Compliance Certificate means a certificate in the form of schedule 8;

Consolidated Group means at any time:

(a)           each Australian Group Member at that time; and

(b)           if that time is prior to the US Repayment Date, each US Group Member at that time;

Consolidated Group Member means any Entity which forms part of the Consolidated Group;

Contested Tax means a Tax payable by a Transaction Party that is being contested in good faith on reasonable grounds;

Continuing Intercompany Loan Agreement means:

(a)           the Asian Group Subordinated Intercompany Loan Agreement;

(b)           the SIM Long Term Loan Agreement; or

(c)           the Subordinated Intercompany Loan Agreement;

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Continuing SERP Guarantee means the guarantees given or assumed by CFI or CRQ in respect of the obligations of WRC to 11 former employees in connection with the SERP;

Control means, in respect of an Entity:

(a)           power or control over the management of the Entity, and the identity of the persons responsible for managing the Entity, whether through ownership of voting securities or interests, contract or otherwise including control of the board of directors and the appointment of the majority of directors. It does not matter whether the power or control is direct or (in the reasonable opinion of the Mezzanine Agent) indirect or is, or can be exercised as a result of, by means of or by the revocation or breach of a trust, an agreement, a practice, or a combination of them, whether or not they are enforceable. It does not matter whether the power or control is expressed or implied, formal or informal, exercisable alone or jointly with someone else; and

(b)           the practical ability to determine the outcome of decisions about the Entity’s financial and operating policies;

Controller means a controller as defined in section 9 of the Corporations Act;

Core Australian Group means the Australian Group other than the Asian Group and Core Australian Group Member means each Australian Group Member other than an Asian Group Member;

Core Australian Business means the Australian Business, but excludes the Asian Business;

Corporate Restructure means the corporate restructure contemplated in clause 2.7;

Corporate Restructure Loan means:

(a)           the advance to be made by the US Borrower to the Borrower on Financial Close of approximately A$62,000,000 (or its equivalent in US Dollars), the proceeds of which are to be used by the Borrower to pay Acquisition Costs;

(b)           the promissory note for approximately A$12 million dated the date of completion of Corporate Restructure Step Number 4 made by CFG in favour of SIM, which is to be distributed by way of dividend to WRC on or simultaneously with its issue, as referred to in Corporate Restructure Step Number 4;

(c)           the agreement between the Borrower and WRC to defer payment by the Borrower of the purchase price for the acquisition by the Borrower of all of the issued share capital in CFG held by WRC (that purchase price being approximately A$182,000,000), as referred to in Corporate Restructure Step Number 5;

(d)           the agreement between the Borrower and WRC to defer payment by the Borrower of the purchase price for the acquisition by the Borrower of the rights of WRC under the SIM Long Term Loan Agreement from WRC as referred to in Corporate Restructure Step Number 6;

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(e)           on and from completion of Corporate Restructure Step Number 2, the loan existing from WRC to the Borrower as a consequence of the assignment or novation by P&O Holding Corp of its rights under the ▇▇▇ & Oscars Loan Agreement to WRC at the time of completion of Corporate Restructure Step Number 2;

Corporate Restructure Loan Borrower means the borrower of a Corporate Restructure Loan or, in the case of a promissory note that has been indorsed in favour of another person (as payee), the person to whom that promissory note has been indorsed;

Corporate Restructure Loan Lender means the provider of a Corporate Restructure Loan (and includes the issuer of any promissory note);

Corporate Restructure Step means a step to be undertaken as part of the Corporate Restructure and a reference to the Number of a Corporate Restructure Step is the step corresponding to that number in the table set out in schedule 11;

Corporations Act means the Corporations ▇▇▇ ▇▇▇▇ (Cth);

CRM means ▇▇▇▇▇▇▇ Restaurants Management Pty Limited ACN 093 912 979;

CRQ means ▇▇▇▇▇▇▇ Restaurants Queensland Pty Limited ABN 97 009 988 381;

Current LC means any Letter of Credit which has not been discharged in full or in respect of which the obligations of US Bidco remain unsatisfied;

Debt Service Cover Ratio means, as at any Calculation Date, the ratio of A to B, where:

(a)           “A” is EBITDA of the Consolidated Group for the Calculation Period ending on that Calculation Date,

less:

(1)           the amount of corporate Tax and other Tax on income and gains (other than Taxes incurred prior to Financial Close and Taxes incurred in connection with the Merger or Corporate Restructure) paid in cash by the Consolidated Group on a consolidated basis during the Calculation Period ending on that Calculation Date (net of cash Tax amounts, including refunds of Tax, received by Consolidated Group Members during the Calculation Period ending on that Calculation Date); and

(2)           Net Capital Expenditure incurred by the Consolidated Group on a consolidated basis during the Calculation Period ending on that Calculation Date; and

(b)           “B” is the repayments of Facility A required be made under clause 8.2 of the Senior Facilities Agreement plus Net Interest Expense for the Consolidated Group in each case during the Calculation Period ending on that Calculation Date;

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Deed of Charge means:

(a)           the deed of charge and share mortgage dated on or about the date of this agreement between the Borrower, AusHoldco and the Security Trustee;

(b)           the share pledge dated on or about the date of this agreement between the Borrower and the Security Trustee;

(c)           the share pledge dated on or about the date of completion of Corporate Restructure Step Number 6 between AsiaHoldco and the Security Trustee;

(d)           the Security Agreement ;

(e)           any deed of charge, deed of charge and share mortgage, security agreement or other Encumbrance entered into by an Australian Target Company and the Security Trustee;

(f)            any security agreement, deed of charge, deed of charge and mortgage, share mortgage or other Encumbrance between any one or more US Target Companies or WRC and the Security Trustee (including any joinder agreement to the US Security Agreement);

(g)           the deed of fixed and floating charge dated on or about the date of this agreement between AsiaHoldco and the Security Trustee; or

(h)           the share mortgage dated on or about Financial Close between WRC and the Security Trustee;

Default means:

(a)           an Event of Default; or

(b)           a Potential Event of Default;

Deferred Equity Contribution means equity contributions to be made by CFG Management (or Entities Controlled by CFG Management) contemplated in the Funds Flow Statement which are not actually made on or before Financial Close as contemplated in clause 2.1(q);

Deferred Interest is any interest, the payment of which is deferred under clause 5.2(a);

DGCL means the General Corporation Law of the State of Delaware;

Disposal means, in respect of any thing, a sale, assignment, transfer or other disposal of that thing or parting with possession of or creating an interest in that thing (or agreeing to do any of those things) and Dispose has a corresponding meaning (with necessary modifications);

Distribution means:

(a)           any dividend, distribution or other amount declared or paid by a Transaction Party on any Marketable Securities issued by it, including any payment in respect of a redeemable or preference share; or

(b)           any payment of interest, principal or other amounts in respect of any Financial Indebtedness of a Transaction Party to an Associate or Related Body Corporate;

Dormant Subsidiary means:

(a)           each of the following companies:

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(1)           ▇▇▇▇▇▇▇ Foods International Pty, Ltd, a company incorporated in Nevada, USA;

(2)           ▇▇▇▇▇▇▇ International, Inc., a company incorporated in Delaware, USA;

(3)           Restaurant Concepts International, Inc., a company incorporated in Nevada, USA;

(4)           Furnace Concepts International, Inc., a company incorporated in Nevada, USA;

(5)           Restaurant Concepts of Australia Pty Ltd, a company incorporated in Nevada, USA;

(6)           Furnace Concepts Australia Corp., a company incorporated in Nevada, USA;

(7)           Sizzler Holdings of Canada, Inc., a company incorporated in Canada;

(8)           Sizzler of NY., Inc., a company incorporated in New York, USA;

(9)           Josephina’s Inc., a company incorporated in California, USA;

(10)         Sizzler Australia Pty Limited, a company incorporated in Australia;

(11)         Curly’s of Springfield P.A. Inc., a company incorporated in Pennsylvania, USA;

(12)         ▇▇▇▇▇▇▇ Foods Superannuation Pty Ltd ACN 067 252 635, a company incorporated in, Australia;

(13)         ▇▇▇▇▇▇▇ Properties Inc., a company incorporated in New York, USA;

(14)         ▇▇▇▇▇ & Sizzler’s Ltd, a company incorporated in Canada; and

(15)         CFI Insurers, Ltd., a Bermudan corporation; and

(b)           any other Subsidiary of a Transaction Party which the Mezzanine Agent (acting on the instructions of the Majority Financiers) agrees in writing to be a “Dormant Subsidiary” for the purposes of this agreement,

but only for so long as that company does not carry on any business, undertake any activity or own any assets (including rights under contracts or Intellectual Property Rights) with aggregate book or market values (whichever is higher) in excess of A$50,000 (or equivalent amount in any other currency);

EBITDA means in respect of any period the consolidated profit of the Consolidated Group (or a Consolidated Group Member, or a Group, depending on the context) for that period after adjustment to exclude (to the extent included):

(a)           any deduction or contribution in respect of corporate Tax or other Taxes on income or gains during that period;

(b)           any deduction in respect of Interest Expense during that period;

(c)           any contribution in respect of Interest Income during that period;

(d)           any contribution in respect of individually significant or abnormal items during that period;

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(e)           any deduction in respect of individually significant or abnormal items during that period;

(f)            any deduction in respect of any loss against book value incurred on the disposal of any asset (not being disposals made in the ordinary course of trading) during that period and any loss on any revaluation or impairment of any asset (including intangibles) during that period;

(g)           any contribution in respect of any profit against book value incurred on the disposal of any asset (not being disposals made in the ordinary course of trading) during that period and any profit on any revaluation or impairment of any asset (including intangibles) during that period;

(h)           net profits or losses of any entity which have been consolidated within consolidated profit during that period but are attributable to outside equity interests (not being a Consolidated Group Member, member of the US Group or Australian Group (as applicable));

(i)            amortisation of any goodwill and any intangible assets during that period;

(j)            any deduction for Acquisition Costs or Restructuring Costs (whether amortised or not) (provided that the maximum amount of Acquisition Costs or Restructuring Costs that can be excluded from EBITDA for all Consolidated Group Members or the Consolidated Group under this paragraph (j) during any period is the aggregate amount of all Acquisition Costs and Restructuring Costs contemplated in the Funds Flow Statement less than any deduction made under this paragraph (j) in any previous period (as such maximum amount may be adjusted in accordance with clause 10.12(b)(10) and clause 10.12(c)(6), as applicable));

(k)           any depreciation on fixed assets during that period;

(l)            any unrealised gains or losses during that period;

(m)          any deduction in respect of any management fees paid or payable to PEP Advisory pursuant to the Management Agreement permitted to be paid under clause 10.22(a)(6)(A) or clause 10.22(a)(6)(B) during that period; and

(n)           any other non cash items that are required to be expensed in the profit and loss statement under Accounting Standards;

Effective Time has the meaning given to that term in the Merger Agreement;

Embargoed Person means any person subject to sanctions or trade restrictions under United States law;

Encumbrance means an interest or power, lien or security interest:

(a)           reserved in or over an interest in any asset, including any retention of title; or

(b)           created or otherwise arising in or over any interest in any asset under a ▇▇▇▇ of sale, mortgage, charge, lien, pledge, trust or power,

by way of, or having similar commercial effect to, security for the payment of a debt, any other monetary obligation or the performance of any other obligation, and includes any agreement to grant or create any of the above;

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Entity means a person, corporation, partnership, trust or any other entity or organisation;

Environmental Law means any law or provision of a law (whether statute or common law) concerning environmental matters, health or planning, including law regulating Pollutants in connection with the protection of the environment, any law or provision of a law concerning land use, development pollution, waste disposal, toxic or hazardous substances, conservation of natural or cultural resources and resource allocation or health and safety;

Equity Document means:

(a)           the constitution of AusHoldco;

(b)           the Certificate of Incorporation and By-laws of USHoldco;

(c)           each Shareholders’ Agreement;

(d)           the Umbrella Deed;

(e)           prior to the Permitted Asian Sale Completion Date only, the Articles of Association of AsiaHoldco;

ERISA means the Employee Retirement Income Security Act of 1974, as amended;

ERISA Entity means any member of an ERISA Group;

ERISA Event means:

(a)           any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a US Pension Plan (other than an event for which the 30-day notice period is waived by regulation);

(b)           the existence with respect to any US Pension Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived;

(c)           the failure to make by its due date a required instalment under Section 412(m) of the Code with respect to any US Pension Plan or the failure to make any required contribution to a US Multiemployer Plan;

(d)           the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any US Pension Plan;

(e)           the incurrence by any ERISA Entity of any liability under Title IV of ERISA with respect to the termination of any US Pension Plan;

(f)            the receipt by any ERISA Entity from the US Pension Benefit Guaranty Corporation or a plan administrator of any notice relating to an intention to terminate any US Pension Plan or to appoint a trustee to administer any US Pension Plan, or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the termination of or the appointment of a trustee to administer any US Pension Plan;

(g)           the incurrence by any ERISA Entity of any liability with respect to the withdrawal or partial withdrawal from any US Pension Plan or US Multiemployer Plan;

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(h)           the receipt by an ERISA Entity of any notice concerning the imposition of Withdrawal Liability or a determination that a US Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA;

(i)            the making of any amendment to any US Pension Plan which could result in the imposition of a lien or the posting of a bond or other security;

(j)            the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could result in liability to any Transaction Party or any of the Subsidiaries; or

(k)           the “substantial cessation of operations” within the meaning of Section 4062(e) of the ERISA with respect to any US Multiemployer Plan;

ERISA Group means any Transaction Party, any Subsidiary of a Transaction Party, any member of a controlled group of corporations and any trade or business (whether or not incorporated) that, together with any Transaction Party or any such Subsidiary, is treated as a single employer under Section 414 of the Code;

Establishment of Groups means the establishment of the US Group, Australian Group and Asian Group as contemplated in clause 2.1(p);

Event of Default means any event specified in clause 11.1;

Exceptions to the Establishment of Groups means:

(a)           at any time:

(1)           obligations and liabilities of the Transaction Parties under the Senior Finance Documents and the Mezzanine Finance Documents; and

(2)           obligations and liabilities of a member of any Group (the Payor) to reimburse, on an arm’s length basis, a member of another Group (that other Group being the Payee Group) for a reasonable and commensurate share of all salaries, bonuses and associated salary costs paid to or in respect of executives and employees of the Payee Group to the extent those executives or employees provide services to the Group of which the Payor is a member (whether in common with the Payee Group or any other Group or otherwise);

(3)           obligations and liabilities of a member of the US Group or the Asian Group to reimburse, on an arm’s length basis, the Borrower for a reasonable and commensurate share of the fees payable by Borrower to the Security Trustee and the Senior Agent under the Fee Letters (as defined in the Senior Facility Agreement);

(4)           obligations and liabilities of a member of the Asian Group to reimburse, on an arm’s length basis, the Borrower for a reasonable and commensurate share of the fees payable by the Borrower to the Mezzanine Agent under any Fee Letters;

(b)           at any time prior to the US Repayment Date:

(1)           obligations and liabilities of WRC under or in connection with the Existing ▇▇▇ & Oscars Lease Guarantees;

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(2)           obligations and liabilities of CFI or CRQ under the Continuing SERP Guarantees;

(3)           obligations and liabilities of the parties under the Subordinated Intercompany Loan Agreement;

(4)           obligations and liabilities of WRC to pay any premiums in respect of any insurance policy taken out by WRC on behalf of and at the request of a Core Australian Group Member or, prior to the Permitted Asian Sale Completion Date, an Asian Group Member and obligations liabilities of any Core Australian Group Member or, prior to the Permitted Asian Completion Date, any Asian Group Member to reimburse WRC for any payment of premiums for any such insurance policy taken out on its behalf and its request;

(5)           obligations and liabilities of WRC to pay any premiums in respect of any umbrella insurance coverage taken out by WRC for which a Core Australian Group Member or, prior to the Permitted Asian Sale Completion Date, an Asian Group Member is named as an insured at the request of that Australian Group Member and obligations and liabilities of any Core Australian Group Member or, prior to the Permitted Asian Completion Date, any Asian Group Member to reimburse WRC for a reasonable and commensurate share of the premium paid in respect of any such umbrella insurance coverage (calculated by reference to the proportionate share of that Australian Group Member in that insurance cover;

(c)           at any time prior to the Permitted Asian Sale Completion Date;

(1)           obligations and liabilities of the parties under the Asian Group Subordinated Loan Agreement and the SIM Long Term Loan Agreement; and

(2)           investments of Core Australian Group Members in Asian Group Members where the investment is expressly permitted under the terms of clause 10.13(e);

Excess Cashflow, for any period for the Australian Group or US Group, means EBITDA of the Australian Group or US Group (as applicable) for that period minus (without double counting the same amount twice):

(a)           any amounts paid in cash in respect of scheduled principal repayment of Senior Secured Moneys made during that period by Australian Group Members or US Group Members, as applicable;

(b)           any amounts paid in cash by Australian Group Members or US Group Members, as applicable, in respect of unscheduled principal repayment or prepayment of Senior Secured Moneys made during that period (but only to the extent such repayment or prepayment permanently reduces the Total Commitments (as defined in the Senior Facilities Agreement)) provided that in the case of unscheduled principal prepayments under clause 8.6 of the Senior Facilities Agreement (in the case of Excess Cashflow of the Australian Group) or clause 8.7 of the Senior Facilities Agreement (in the case of Excess Cashflow of the US Group), only to the extent the proceeds from which that prepayment was sourced were included in EBITDA;

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(c)           the amount of any proceeds of insurance claims, Disposals (other than Disposals referred to in paragraph (a) of the definition of Permitted Disposal) or Acquisition Agreement Claims of the Australian Group or US Group, as applicable, which are not required to be applied to make mandatory prepayments under clause 8.6 of the Senior Facilities Agreement (in the case of Excess Cashflow of the Australian Group) or clause 8.7 of the Senior Facilities Agreement (in the case of Excess Cashflow of the US Group), but only to the extent those proceeds were included in EBITDA;

(d)           Interest Expense paid in cash during that period by Australian Group Members or US Group Members, as applicable;

(e)           Net Capital Expenditure for that period by the Australian Group Members or US Group Members, as applicable;

(f)            any corporate Tax or other Taxes on income or gain:

(1)           paid by an Australian Group Member or US Group Member, as applicable, in cash during that period (net of cash Tax amounts, including refunds of Tax, received by Australian Group Members or US Group Members, as applicable, during that period); and

(2)           estimated to be payable by an Australian Group Member or US Group Member, as applicable, in cash during the 6 month period immediately following that period (net of cash Tax amounts, including refunds of Tax, estimated to be receivable by the Australian Group Members or US Group Members, as applicable, during that 6 month period); and

(g)           any realised losses or individually significant costs incurred in cash (i.e. not including unrealised costs) by Australian Group Members, or US Group Members, as applicable, to the extent not already deducted from EBITDA;

plus:

(h)           any realised gains or individually significant earnings received in cash (i.e. not including unrealised earnings) during that period by Australian Group Members, or US Group Members, as applicable to the extent not already included in earnings in EBITDA, except for any realised gains or individually significant earnings which form part of any proceeds of insurance claims, Disposals (other than Disposals referred to in paragraph (a) of the definition of Permitted Disposal) or Acquisition Agreement Claims;

(i)            any amounts deducted from Excess Cashflow by Australian Group Members, or US Group Members, as applicable pursuant to paragraph (f)(2) of this definition during a previous period for which Excess Cashflow was calculated but not paid during that period;

(j)            the amount of dividends or other profit distributions received in cash by any Australian Group Member or US Group Member, as applicable, during that period from companies that are not members of the Australian Group or US Group (as applicable) (and excluding, for the avoidance of doubt, any equity contribution from a company that is not a member of the

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Australian Group or US Group (as applicable) to the extent that dividend or profit distribution is already included in EBITDA); and

(k)           Interest Income received in cash during that period by Australian Group Members or US Group Members, as applicable;

Exchange Agent has the meaning given to that term in the Merger Agreement;

Exchange Fund has the meaning given to that term in the Merger Agreement;

Excluded Interest means Interest Expense in respect of the Mezzanine Debt which:

(a)           is capitalised or deferred; or

(b)           is interest (which is itself capitalised or deferred) on such capitalised or deferred interest; or

(c)           is any other capitalised or deferred interest in respect of the Mezzanine Debt if and to the extent that it is payable based on a margin of greater than 5.50% per annum,

in each case in accordance with the Mezzanine Finance Documents. For the avoidance of doubt, if and to the extent that any Interest Expense referred to above ceases to be deferred or capitalised, it will no longer be Excluded Interest;

Excluded Tax means a Tax imposed by a jurisdiction on the net income of a Mezzanine Finance Party but not a Tax:

(a)           calculated on or by reference to the gross amount of any payment (without allowance for any deduction) derived by a Mezzanine Finance Party under a Mezzanine Finance Document; or

(b)           imposed as a result of a Mezzanine Finance Party being considered a resident of or organised or doing business in that jurisdiction solely as a result of it being a party to a Mezzanine Finance Document or any transaction contemplated by a Mezzanine Finance Document;

Executive Order means United States Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001;

Existing Australian Tax Consolidation means the consolidation for Australian tax purposes existing between CFG and its Subsidiaries (other than Subsidiaries incorporated or organised under the laws of, or any state (including the District of Columbia) of, the USA) immediately prior to Financial Close, including the tax sharing agreement dated 30 September 2004 between CFG and each of the parties listed in schedule 1 to that agreement as a “TSA Contribution Member”;

Existing Bank Guarantee means each bank guarantee referred to in part 2 of schedule 9;

Existing Finance Leases means each finance lease referred to in part 1 of schedule 9;

Existing Joint Venture Interest means:

(a)           the interest of Sizzler Asia Holdings, Inc. in Sizzler China Pte Ltd, a joint venture established with International Franchise Holding (LaBaun) Ltd to provide support and services for “Sizzler” franchises in China; or

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(b)           the interest of Sizzler Asia Holdings, Inc., in Sizzler Steak Seafood Salad(s) Pte Ltd, a joint venture established with ▇▇▇▇▇ Sai Food Pte Ltd to develop “Sizzler” restaurants in Singapore;

Existing Other Material Contract means:

(a)           the distribution agreement dated 31 July 1995 between CFI (as transferred to CFG) and P&O Logistics;

(b)           the exclusive supply contract between PepsiCo and CRM in place as at Financial Close;

(c)           the exclusive supply contract between Coca-Cola and CFG in place as at Financial Close; or

(d)           the Fountain Beverage Sales Agreement dated 21 March 2005 between Pepsi-Cola and WRC,

or any replacement of any of those contracts;

Existing ▇▇▇ & Oscars Lease Guarantees means each of the following guarantees:

(a)           Guaranty dated January 18 1996, of the January 25 1996 Carmel Mountain Ranch Lease Agreement between ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇/CMR #31, Ltd. and S&C Company by Oscar and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ in respect of which WRC has granted an indemnity;

(b)           Guaranty dated August 22 2000 of the June 18 1993 Encinitas Lease Agreement between ▇▇▇▇ ▇. ▇▇▇▇▇▇ and S&C Co., Inc. by WRC (then known as Sizzler International, Inc.) and FFPE Holding Company, Inc.;

(c)           Guaranty dated before the date of this agreement of the June 18, 1993 Encinitas Lease Agreement between ▇▇▇▇ ▇. ▇▇▇▇▇▇ and S&C Co., Inc. by Oscar and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ in respect of which WRC has granted an indemnity;

(d)           Guaranty dated September 19 1996, of the September 10 1996 Phoenix Lease Agreement between Vestar Arizona XIII, L.L.C. and Oscar’s of Arizona, L.L.C. by Oscar, Martha, ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ in respect of which WRC has granted an indemnity;

(e)           Guaranty dated November 13 1997 of the November 13, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lease Agreement between H and H-EL Cajon and S&C Company, Inc. by Oscar and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ in respect of which WRC has granted an indemnity;

(f)            Guaranty dated April 25 2001, of the April 25, 2001 Carmel Valley Lease Agreement between CDM ▇▇▇▇.);

(g)           Guaranty dated October 19 2001 of the October 19 2001 Ontario Lease Agreement between Pacific Oscar’s Ontario and FFPE, LLC by WRC;

(h)           Guaranty dated November 20 2000, of the insurance deductibles related to the November 21 2002 Glendale Lease Agreement between Asset Acquisition, LLC and FFPE, LLC by WRC;

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(i)            Guaranty dated November 12 2002, of the November 12 2002 Torrance Lease Agreement between The Torrance Company and FFPE, LLC by WRC;

(j)            Guaranty dated December 23 2002, of the December 23 2002 Buena Park Lease Agreement between Sunrise Buena Park, L.P. and FFPE, LLC by WRC;

(k)           Guaranty dated December 2004 of the December 2004 ▇▇▇▇▇▇ Valley Lease Agreement between Gateway Company, L.C. and FFPE, LLC by WRC; and

(l)            Guaranty dated before the date of this agreement of the Mission Valley Lease Agreement between Rio Vista Station and S&C Co., Inc. by Oscar and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ which expires on 30 September 2005 in respect of which WRC has granted an indemnity;

Existing Sizzler Franchisee Debt means amounts owing by US Group Members to Sizzler franchisees (or to any person who was, as at the date the Financial Indebtedness was incurred, a Sizzler franchisee) as at Financial Close, provided that the aggregate principal amount of all such Financial Indebtedness as at Financial Close does not exceed US$1,000,000;

Existing US Tax Consolidation the consolidation for US tax purposes existing between certain Consolidated Group Members and ▇▇▇ & Oscars Group Members which are incorporated or organised under the laws of, or any state (including the District of Columbia) of, the USA in place immediately prior to Financial Close;

Existing Westpac Charge means the deed entitled “Fixed and Floating Charge” dated 21 August 2000 between CRM and Westpac Banking Corporation;

Existing Westpac Lease Consent means each agreement entered into on or before Financial Close under which the lessor of a Leasehold Interest has, among other things, consented to the existence of a mortgage over the relevant lessee’s interest in that Leasehold Interest to Westpac Banking Corporation;

Existing Westpac Lease Mortgage means each leasehold mortgage entered into on or before Financial Close under which a lessee of a Leasehold Interest has mortgaged its interest in that Leasehold Interest to Westpac Banking Corporation;

Face Value Amount means, in respect of a Letter of Credit at any time, the amount shown on a Letter of Credit as the maximum amount payable under it or if one or more drawings have been made under that Letter of Credit, the maximum amount capable of being drawn under that Letter of Credit at that time following such drawing or drawings;

Facility means the Australian Dollar term cash advance facility made available under this agreement, as described in clause 3.1;

Facility A has the meaning given to that term in the Senior Facilities Agreement;

Facility B has the meaning given to that term in the Senior Facilities Agreement;

Facility C has the meaning given to that term in the Senior Facilities Agreement;

Facility D has the meaning given to that term in the Senior Facilities Agreement;

Facility E has the meaning given to that term in the Senior Facilities Agreement;

Facility Office means, in relation to a Financier:

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(a)           the office of the Financier set out opposite its name in schedule 2; or

(b)           the office of the Financier notified to the Mezzanine Agent and the Borrower by the Financier under clause 18.7(b);

Fee Letter means:

(a)           the “Project Frankfort – Subordinated Note Facility Arrangement and Underwriting Fee Letter” dated 18 April 2005 between the initial Financiers, UBS AG, Australian Branch and the Sponsor;

(b)           the fee letter dated on or before Financial Close between the Mezzanine Agent and the Borrower; or

(c)           the fee letter dated on or before Financial Close between the Borrower and the Security Trustee;

Financial Close means the time at which all the conditions precedent set out in clause 2.1 have been satisfied or waived in writing by the Mezzanine Agent and the first Funding Portion is provided;

Financial Indebtedness means any debt or other monetary liability (including contingent liabilities) in respect of moneys borrowed or raised or any financial accommodation including under or in respect of any:

(a)           ▇▇▇▇, bond, debenture, note or similar instrument;

(b)           acceptance, endorsement or discounting arrangement;

(c)           Guarantee in respect of moneys borrowed or raised or any financial accommodation;

(d)           finance or capital Lease (the amount of such Financial Indebtedness being determined in accordance with Accounting Standards);

(e)           agreement for the deferral of a purchase price or other payment in relation to the acquisition of any asset or service for more than 120 days;

(f)            obligation to deliver goods or provide services paid for in advance by any person where the deferral exceeds 120 days;

(g)           agreement for the payment of capital or premium on the redemption of any preference or redeemable shares other than where the shares are redeemable solely at the option of the issuer; or

(h)           a swap, option, hedge, forward, futures or similar transaction (the amount of such Financial Indebtedness being the ▇▇▇▇ to market value of the relevant transaction);

and irrespective of whether the debt or liability:

(i)            is present or future;

(j)            is actual, prospective, contingent or otherwise;

(k)           is at any time ascertained or unascertained;

(l)            is owed or incurred alone or severally or jointly or both with any other person; or

(m)          comprises any combination of the above;

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Financial Market Contract means an interest rate, foreign exchange transaction, equity or equity index option, bond option, commodity swap, commodity option, cap transaction, currency swap transaction, cross-currency swap rate transaction or any other hedge or derivative agreement, including any master agreement and any transaction or confirmation under it;

Financial Report means, in relation to an entity or a group, the following financial statements and information in relation to the entity or group (as applicable), prepared for each of its Trading Cycles or a Financial Year:

(a)           a statement of financial performance;

(b)           a statement of financial position; and

(c)           a statement of cash flows,

and, in relation to the Consolidated Group, means an Australian Dollar special purpose combination of the Financial Reports of the Core Australian Group, the Asian Group (if the Permitted Asian Sale Completion Date has not occurred at that time) and the US Group (if the US Repayment Date has not occurred at that time) for a corresponding period;

Financial Undertakings means the undertakings set out in clause 10.35;

Financial Year means any of the following periods:

(a)           2 May 2005 to 30 April 2006 inclusive;

(b)           1 May 2006 to 29 April 2007 inclusive;

(c)           30 April 2007 to 27 April 2008 inclusive;

(d)           28 April 2008 to 3 May 2009 inclusive;

(e)           4 May 2009 to 2 May 2010 inclusive;

(f)            3 May 2010 to 1 May 2011 inclusive; and

(g)           2 May 2011 to 29 April 2012 inclusive;

Financier means:

(a)           a party listed in schedule 2; or

(b)           any person who is a Substitute Financier;

Franchise Expense means all amounts payable by a Consolidated Group Member as a franchisee under any franchise arrangement including any payments under any franchise agreement with KFC, any Related Body Corporate of KFC or other person in connection with the franchise of any KFC outlet (including the franchise agreements referred to in paragraphs (a), (b) and (c) of the definition of “KFC Agreement” in this clause 1.1), but not including any payments required to be made as an “Advertising Contribution” or similar payments; the YUM Transfer Fee or any payments under franchise agreements between Australian Group Members or between US Group Members;

Franchisee Shareholder Deed means the deed entitled “Franchisee Shareholder Deed (KFC Outlets)” dated on or about Financial Close between, among others, KFC, CFG, the Borrower and AusHoldco;

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Funding Date means the date on which a Funding Portion is provided or issued, or is to be provided or issued, to or for the account or request of the Borrower under this agreement;

Funding Notice means a notice given under clause 4.1;

Funding Portion means each portion of the Total Commitments provided under this agreement by way of a cash advance;

Funding Rate means, in respect of an Interest Period, the aggregate of:

(a)           the applicable Base Rate on the Rate Set Date for that Interest Period; and

(b)           the Margin;

Funds Flow Statement means the funds flow statement provided under clause 2.1(t);

Gearing Ratio means, as at a Calculation Date, the ratio of A:B, where:

(a)           “A” is all outstanding Financial Indebtedness of the Consolidated Group as at that Calculation Date (without double counting Financial Indebtedness of a Consolidated Group Member which is also Guaranteed by another Consolidated Group Member) other than:

(1)           Financial Indebtedness under a Hedge Agreement entered into to hedge against interest rates in relation to the Facility or the Senior Secured Moneys with a Senior Financier which complies with clause 10.26;

(2)           Financial Indebtedness constituting contingent exposures under or in respect of any Letter of Credit issued under Facility D to a Transactional Bank in respect of a Transactional Secured Financing;

(3)           Permitted Financial Indebtedness between Consolidated Group Members;

(4)           Financial Indebtedness of a Joint Venture Subsidiary provided that there is no recourse to or liability of any other member of the Consolidated Group in connection with that Financial Indebtedness; and

(5)           Financial Indebtedness constituting contingent exposures of WRC or a US Group Member in respect of the UBOC Letter of Credit;

less the aggregate balance of each Blocked Account as at that Calculation Date and plus the Face Value Amount of each Australian WC Letter of Credit (to the extent it does not otherwise constitute Financial Indebtedness of the Consolidated Group).

For the avoidance of doubt, Financial Indebtedness under a Transactional Secured Financing and amounts drawn under Letters of Credit or the UBOC Letter of Credit and not repaid will be included in “A”; and

(b)           “B” is EBITDA of the Consolidated Group for the Calculation Period ending on that Calculation Date;

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Government Agency means any government or any governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity;

Group means:

(a)           the Core Australian Group;

(b)           the US Group; or

(c)           the Asian Group;

Group Structure Diagram means the group structure diagram in schedule 7, as amended or updated by the delivery of a new diagram to the Mezzanine Agent under clause 10.1(f);

GST means the goods and services tax levied under the GST Act;

GST Act means A New Tax System (Goods and Services Tax) ▇▇▇ ▇▇▇▇;

Guarantee means any guarantee, indemnity, suretyship, letter of credit, letter of comfort or any other obligation:

(a)           to provide funds (whether by the advance or payment of money, the purchase of or subscription for shares or other securities, the purchase of assets or services, or otherwise) for the payment or discharge of;

(b)           to indemnify any person against the consequences of default in the payment of; or

(c)           to be responsible for,

any debt or monetary liability of another person or the assumption of any responsibility or obligation in respect of the insolvency or the financial condition of any other person;

Guarantee Assumption Agreement means a deed poll in the form of annexure A;

Guarantor means:

(a)           an Initial Guarantor; or

(b)           a person who has executed a Guarantee Assumption Agreement,

unless it has ceased to be a Guarantor in accordance with clause 1.9, 1.10 or 13.19 or has otherwise been released in writing by the Mezzanine Agent (acting on the instructions of all Financiers other than a Retired Financier) in full from its obligations as a “Guarantor” under this agreement;

Hedge Agreement means a swap or other agreement to hedge against interest rate exposure entered into by the Borrower or US Bidco in relation to the Facility or the Senior Secured Moneys with a Senior Finance Party which complies with clause 10.26;

IFRS means international financial reporting standards;

Indirect Tax means any goods and services tax, consumption tax, value added tax or any tax of a similar nature;

Insurance Policy means, in respect of a Transaction Party or a Subsidiary of a Transaction Party, an insurance policy required to be held by it under clause 10.25;

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Intellectual Property Rights includes any patent, design, trade ▇▇▇▇, copyright, trade secret, confidential information and any right to use, or to grant the use of, or to be registered owner or user of, any of them;

Intercompany Loan means:

(a)           a Corporate Restructure Loan;

(b)           the loan made pursuant to the ▇▇▇ & Oscars Loan Agreement;

(c)           any loan made pursuant to the Asian Group Subordinated Intercompany Loan Agreement;

(d)           amounts outstanding under the SIM Long Term Loan Agreement; or

(e)           any loan made pursuant to the Subordinated Intercompany Loan Agreement;

Intercreditor Deed means the deed entitled “Intercreditor Deed – Project Frankfort” dated on or about the date of this agreement between the Borrower, US Bidco, each Initial Guarantor, the Senior Agent, the Security Trustee and the Mezzanine Agent;

Interest Expense for a period means all interest and amounts in the nature of interest or of similar effect to interest payable in cash in that period by any Consolidated Group Member including:

(a)           any dividend or distribution payable on any Marketable Security included as Financial Indebtedness;

(b)           any interest expense portion of rentals in respect of capitalised finance lease obligations;

(c)           the face amount of bills of exchange or other financial instruments (but not reliquification bills drawn under this agreement) drawn, issued, endorsed or accepted by a Consolidated Group Member less their net proceeds after discount or issue and payment of any acceptance, endorsement, underwriting or similar fee;

(d)           all line, facility, letter of credit, guarantee, unused line or commitment fees and similar fees of a recurring nature payable in relation to Financial Indebtedness (but not agency, establishment, arrangement or similar fees payable in relation to Financial Indebtedness);

(but not including Interest Expense incurred on transactions between Transaction Parties or Excluded Interest), and adjusted for the net amount of any difference payments by or to a Consolidated Group Member under any interest rate Hedge Agreement, net payments by a Consolidated Group Member under an interest rate Hedge Agreement being added to Interest Expense and net payments to a Consolidated Group Member under an interest rate Hedge Agreement being subtracted from Interest Expense;

Interest Income, for a period, means all interest and amounts in the nature of interest or of similar effect to interest received in cash in that period by any Consolidated Group Member (but not including Interest Income earned on transactions between Consolidated Group Members and not including any adjustment for difference payments by or to a Consolidated Group Member under an interest rate Hedge Agreement);

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Interest Payment Date means, in respect of a Funding Portion, the last day of each Interest Period applying to that Funding Portion and, if such an Interest Period is longer than 3 months, each date during that Interest Period falling at 3 monthly intervals after the first day of that Interest Period;

Interest Period means, in respect of a Funding Portion, a period selected or determined under clause 4.6 in relation to that Funding Portion;

Joint Venture Subsidiary means a Subsidiary of a Transaction Party:

(a)           which is not a Material Subsidiary;

(b)           where Transaction Parties own less than 50.1% of the Marketable Securities (by value and voting rights) in that Subsidiary; and

(c)           where one or more third parties (not being a Related Body Corporate or Associate of a Consolidated Group Member or the Sponsor) (the Joint Venturer) own in aggregate not less than 49.9% of the Marketable Securities (by value and voting rights) in that Subsidiary; and

(d)           the Subsidiary was established for the purpose of undertaking a joint venture with the Joint Venturer;

Key Manager means:

(a)           ▇▇▇▇▇ ▇▇▇▇▇▇▇;

(b)           ▇▇▇▇▇ ▇▇▇▇▇▇▇,

or any replacement Key Manager notified in accordance with clause 10.1(j);

KFC means Kentucky Fried Chicken Pty Limited ABN 79 000 587 780;

KFC Agreement means:

(a)           the Master Franchise Agreement;

(b)           a franchise agreement entered into pursuant to the Master Franchise Agreement;

(c)           a franchise agreement between CRQ or ▇▇▇▇▇▇▇ Restaurants NSW Pty Ltd and KFC in relation to KFC restaurants at the following locations:

(1)           ▇▇▇▇▇▇▇▇;

(2)           Gatton;

(3)           Royal Harbour (Cairns);

(4)           Tannum Sands;

(5)           Garden City Foodcourt;

(6)           Airlie Beach;

(7)           Strathpine Foodcourt;

(8)           Carindale Foodcourt;

(9)           Albany Creek;

(10)         Chermside Foodcourt;

(11)         Carindale;

(12)         Loganholme;

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(13)         Grand Plaza Foodcourt;

(14)         Tweed Heads;

(15)         Annandale;

(16)         ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇;

(▇▇)         ▇▇▇▇▇▇ ▇▇▇▇▇▇▇;

(18)         BP Caboolture South;

(19)         Kawana;

(20)         Sunshine Plaza;

(21)         Inala;

(22)         Everton Park;

(23)         Miami;

(24)         Biloela;

(25)         Hervey Bay; or

(26)         Southport;

(d)           the agreement entitled “Development Agreement” dated 1 October 1996 between CFI and KFC as assigned from CFI to CRQ on 21 August 2000;

(e)           the deed entitled “KFC Facility Actions Deed” dated 31 March 2005 between CRQ, CFG and KFC;

(f)            the “Franchisee Shareholder Deed;

(g)           the deed entitled “Marketing Fund Participation Deed” dated 4 August 1998 between KFC, KFC Adco Limited and CFI, as assigned by CFI to CRQ on 21 August 2000, as extended by agreement between the parties;

(h)           any other undertaking or agreement between KFC, or any Related Body Corporate of KFC, and a Consolidated Group Member (whether or not any other Entity is also a party to that undertaking or agreement) (including any other franchise agreement); or

(i)            any undertaking or agreement entered into or given under any of the above;

but does not include any such undertaking or agreement determined by performance or terminated in accordance with this agreement or in circumstances which would not otherwise give rise to a Default;

Land means any estate or interest in land owned or occupied by or under the control of a Transaction Party;

Lease means a lease, charter, hire purchase, hiring agreement or any other agreement under which any property is or may be used or operated by a person other than the owner;

Lease Adjusted Interest Cover Ratio means, as at a Calculation Date, the ratio of A:B, where:

26

(a)           “A” is EBITDA of the Consolidated Group for the Calculation Period ending on that Calculation Date plus all Franchise Expense and Rental Expense for that Calculation Period:

(b)           “B” is the aggregate of:

(1)           Net Interest Expense for that Calculation Period; and

(2)           Franchise Expense for that Calculation Period; and

(3)           Rental Expense during that Calculation Period;

Leasehold Interest means any Lease of any real property or Land to a Consolidated Group Member;

Letter of Credit means any letter of credit or bank guarantee issued under Facility D in accordance with the Senior Facilities Agreement;

Litigation Report means:

(a)           the sections entitled “Litigation” in the Australian legal due diligence report prepared by ▇▇▇▇▇▇▇ ▇▇▇ entitled “Legal Due Diligence Report Pacific Equity Partners: Project Frankfort Review of the Australian businesses of Worldwide Restaurant Concepts, Inc.” dated 21 April 2005;

(b)           the sections entitled “Litigation” in the US legal due diligence report prepared by Ropes & ▇▇▇▇ entitled “Pacific Equity Partners: Project Frankfort Review of Worldwide Restaurant Concepts, Inc.” dated 17 April 2005; and

(c)           the document entitled “Update of Litigation provided by Worldwide Restaurant Concepts, Inc.” provided to the Financiers’ Australian Counsel prior to the date of this agreement;

Liquidation includes official management, appointment of an administrator, compromise, arrangement, merger, amalgamation, reconstruction, reorganisation, winding up, dissolution, deregistration, assignment for the benefit of creditors, scheme, composition or arrangement with creditors, insolvency, bankruptcy, or a similar procedure or, where applicable, changes in the constitution of any partnership or person, or death;

Liquidity ▇▇▇▇ means a ▇▇▇▇ drawn under clause 6;

Loss means any claim, action, damage, loss, liability, cost, charge, expense, outgoing or payment;

Majority Financiers means:

(a)           if there is only one Financier, that Financier; and

(b)           otherwise, two or more Financiers, whose Commitments aggregate at least 66.67% of the Total Commitments or, if the Commitments are cancelled, Financiers to whom at least 66.67% of the Principal Outstanding is owing;

Management Agreement means the agreement entitled “Investment Services Agreement” dated on or about Financial Close between AusHoldco, the Borrower and PEP Advisory;

Margin means the “Margin” referred to in the Pricing Letter;

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Marketable Securities means marketable securities as defined in section 9 of the Corporations Act and includes and share capital or other equity or quasi equity interest;

Master Franchise Agreement means the agreement entitled “Master Franchise Agreement” dated in or about October 1996 between KFC and CFI and the deed entitled “Deed of Assignment and Guarantee” dated 21 August 2000 between KFC, CFI (as assignor), CRQ (as assignee) and CFG (as guarantor);

Material Adverse Effect means a material adverse effect on:

(a)           any Transaction Party’s ability to perform any of its material obligations under any Mezzanine Finance Document;

(b)           the enforceability or priority of a Mezzanine Finance Document;

(c)           the rights of a Mezzanine Finance Party under a Mezzanine Finance Document; or

(d)           the assets, business or financial condition of the Consolidated Group (taken as a whole);

Material Document means

(a)           the Merger Agreement;

(b)           a KFC Agreement;

(c)           an Equity Document;

(d)           the Management Agreement;

(e)           a Senior Finance Document;

(f)            an Australian Group Tax Sharing Agreement;

(g)           a Continuing Intercompany Loan Agreement;

(h)           the ▇▇▇ & Oscars Sale Agreement (but only for the period from the date of this agreement to the date that WRC ceases to have any liability for any breach of Warranty under and as defined in that agreement, following which time it will no longer be a “Material Document”);

(i)            the Agreement for Sale between the Borrower and P&O Holding Corp dated 5 August 2005 (but only for the period the ▇▇▇ & Oscars Sale Agreement is a “Material Document”);

(j)            the CFG Share Sale Agreement (but only for the period from the date of this agreement to the date of completion of Corporate Restructure Step Number 1), or

any other document which the Borrower and the Mezzanine Agent agree is a Material Document for the purposes of this document. The Borrower may not withhold its agreement if the document is a document which, if terminated, would have or be reasonably likely to have a Material Adverse Effect and the Borrower will be deemed to have given their agreement if they do not respond to the Mezzanine Agent’s written request within 10 Business Days of receipt thereof. It does not include any such undertaking or agreement that has been determined by performance or terminated in accordance with this agreement or in circumstance which would not otherwise give rise to a Default;

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Material Subsidiary means each Subsidiary of the Borrower, US Bidco or AsiaHoldco or other member of the Consolidated Group which at any time has total gross assets in excess of 5% of total gross assets of the Consolidated Group or earns more than 5% of EBITDA of the Consolidated Group for any twelve month period;

Merger has the meaning given to that term in the Merger Agreement;

Merger Agreement means the agreement entitled “Agreement and Plan of Merger” dated 28 April 2005 between WRC, the Borrower and USMergeco, as amended on 9 June 2005;

Merger Agreement Hedging means any foreign currency hedging arrangement entered into by AusHoldco to hedge against foreign exchange risk under or in relation to the Merger Agreement;

Merger Consideration has the meaning given to that term in the Merger Agreement;

Mezzanine Debt has the same meaning as in the Intercreditor Deed;

Mezzanine Finance Document means:

(a)           this agreement;

(b)           a Fee Letter;

(c)           a Security;

(d)           the Intercreditor Deed;

(e)           the Security Trust Deed;

(f)            a Guarantee Assumption Agreement;

(g)           a US Guarantee;

(h)           a Substitution Certificate;

(i)            a Tripartite Deed;

(j)            the Pricing Letter;

(k)           the Subordination Deed dated on or about the date of this agreement between P&O Holding Corp, the Borrower and the Security Trustee;

(l)            any other document designated as such by the Mezzanine Agent and the Borrower, or

(m)          any undertaking or agreement entered into or given under any of the above. It includes a written undertaking by the Borrower or a Guarantor to a Mezzanine Finance Party under or in relation to any of the above documents;

Mezzanine Finance Party means:

(a)           the Mezzanine Agent;

(b)           the Security Trustee; or

(c)           a Financier;

29

Net Capital Expenditure means, for any period, the aggregate amount of Capital Expenditure of all Consolidated Group Members during that period, other than Capital Expenditure that is funded from (but only to the extent funded from):

(a)           drawings under Facility E;

(b)           an equity contribution made to AusHoldco, USHoldco or AsiaHoldco after Financial Close and not contemplated in the Funds Flow Statement (but not including any equity contribution or subscription for shares contemplated in clause 5.6 of the Franchisee Shareholder Deed;

(c)           any Excess Cashflow of the Australian Group (in the case of Capital Expenditure of the Australian Group) or Excess Cashflow of the US Group (in the case of Capital Expenditure of the US Group), from a previous Financial Year which is not required to be applied in prepayment of the Senior Secured Moneys under clause 8.4 or clause 8.5 of the Senior Facilities Agreement (as certified by a director of the Borrower or US Bidco, as applicable) and that has not otherwise been applied to make payments contemplated in clause 10.22(a)(5) or clause 10.12(b)(8); or

(d)           net cash proceeds from:

(1)           an insurance claim in respect of an asset;

(2)           a Permitted Disposal of any asset other than a Permitted Disposal referred to in paragraph (a) of the definition of Permitted Disposal; or

(3)           an Acquisition Agreement Claim in respect of an asset,

not required to be applied in prepayment of the Senior Secured Moneys under clause 8.6 or 8.7 of the Senior Facilities Agreement;

Net Interest Expense means, in respect of a period, the Interest Expense of the Consolidated Group for that period less the Interest Income of the Consolidated Group for that period;

Non-US Plan means any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by, or entered into with, any Transaction Party or any Subsidiary thereof with respect to employees employed outside the United States;

OFAC means US Treasury Department Office of Foreign Assets Control;

Other Material Contract means:

(a)           an Existing Other Material Contract; or

(b)           any other document or agreement to which a Transaction Party is expressed to be a party and which:

(1)           in the case of a document or agreement to which a Core Australian Group Member is expressed to be a party, is material in the context of the Core Australian Business (taken as a whole);

(2)           in the case of a document or agreement to which an Asian Group Member is expressed to be a party, is material in the context of the Asian Business (taken as a whole);

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(3)           in the case of a document or agreement to which a US Group Member is expressed to be a party, is material in the context of the US Business (taken as a whole);

Overdue Rate means the aggregate of:

(a)           2% per annum (but only if and for so long as the Margin is at the lower of the two rates referred to in the Pricing Letter);

(b)           the Margin; and

(c)           the applicable Base Rate on the relevant date on which the Overdue Rate is calculated under clause 16, as determined by the Mezzanine Agent in accordance with the definition of Base Rate in this clause 1.1 except that in making the determination all references in that definition (or definitions referred to in the definition of Base Rate) to:

(1)           “Interest Period” are references to a period of 30 days (unless another Interest Period is applicable to that amount under this agreement);

(2)           “Rate Set Date” are to the relevant date on which the Overdue Rate is calculated under clause 16; and

(3)           “Funding Portion” are to the relevant overdue amount;

Party means a party to this agreement and includes its successors in title, permitted assigns and permitted transferees;

▇▇▇ & Oscars Group Member means FFPE, LLC or any of its Subsidiaries (including any Entity which is a Subsidiary of FFPE, LLC. as at the date of this agreement but which ceases to be a Subsidiary of FFPE, LLC. at any time thereafter);

▇▇▇ & Oscars Loan Agreement means the loan agreement dated on or before Financial Close between P&O Holding Corp and the Borrower (and includes any assignment or novation of that agreement by P&O Holding Corp to WRC at the time of Completion of Corporate Restructure Step Number 2);

▇▇▇ & Oscars Sale Agreement means the Membership Interest Sale Agreement to be entered into between WRC and P&O Holding Corp in accordance with the Agreement for Sale between Borrower and P&O Holding Corp dated 5 August 2005;

Patriot Act means USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001));

Payment Currency means the currency in which any payment is actually made;

PEP Advisory means PEP Advisory Pty Limited ABN 86 086 327 522;

Perfection Certificate has the meaning given to that term in the US Security Agreement;

Permitted Asian Sale means an Asian Sale permitted under clause 10.12(c);

Permitted Asian Sale Completion Date means the date the Mezzanine Agent confirms in writing to the AsiaHoldco that it is satisfied that a Permitted Asian Sale has been completed;

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Permitted Capital Expenditure means, in respect of a Transaction Party, Capital Expenditure permitted to be made by that Transaction Party under this agreement;

Permitted Disposal means:

(a)           Disposals of stock-in-trade for arm’s length cash consideration, made by Consolidated Group Members in the ordinary course of day to day trading of the Disposing entity and the expenditure of cash by Consolidated Group Members (provided that the transaction in respect of which the expenditure is made is not otherwise prohibited under this agreement or any other Mezzanine Finance Document);

(b)           a Disposal as part of the Corporate Restructure contemplated in clause 2.7 or any transfer of the shares in WRC from the Borrower to US Bidco or any other US Group Member;

(c)           a Permitted US Sale;

(d)           a Permitted Asian Sale;

(e)           a Disposal from:

(1)           a Core Australian Group Member to another Core Australian Group Member (other than a Disposal from a Core Australian Group Member which is a Security Provider to a Core Australian Group Member which is not a Security Provider);

(2)           any Asian Group Member to another Australian Group Member (other than a Disposal from an Asian Group Member which is a Security Provider to an Australian Group Member which is not a Security Provider); or

(3)           any US Group Member to another US Group Member (other than a Disposal from a US Group Member which is a Security Provider to a US Group Member which is not a Security Provider);

(f)            a Disposal of an asset (other than real property or Marketable Securities in any Consolidated Group Member) on arm’s length terms which is replaced by one or more assets having a similar function and of comparable or superior type, value and quality;

(g)           the Disposal of Cash Equivalents in return for cash or other Cash Equivalents;

(h)           a Disposal by a US Group Member of assets used solely in connection with Sizzler Restaurants at the following locations currently operated by US Group Members for arm’s length cash consideration where the Disposal occurs in connection with the closure or franchising of the restaurant at that location:

(1)           Cathedral City;

(2)           Marin County;

(3)           Rohnert Park;

(4)           White Plains;

(5)           Secaucus; and

(6)           Yonkers,

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and where the net proceeds of Disposal are retained with the US Group and used for corporate purposes of the US Group;

(i)            Disposals of freehold Land not used in the Australian Business (in the case of a Disposal by a Core Australian Group Member) or the US Business (in the case of a Disposal by a US Group Member) for arm’s length cash consideration provided that the net proceeds of the Disposal are retained with the Core Australian Group or US Group (as applicable) and used for corporate purposes of the relevant group;

(j)            Disposals of property not otherwise referred to in this definition of “Permitted Disposal” (but not including any Asian Sale) for arm’s length cash consideration where the net proceeds received, when aggregated with the net proceeds received in respect of any other property Disposed of by Consolidated Group Members under this sub-clause (j) does not exceed A$10,000,000 (or the equivalent amount in any other currency) in aggregate in any 12 month period and provided that the net proceeds of those Disposals are either:

(1)           reinvested within 180 days of receipt in income generating assets for use in the business of:

(A)          the Core Australian Group (where the net proceeds are received by a Core Australian Group Member);

(B)          the US Group (where the net proceeds are received by a US Group Member);

(C)          the Asian Group (where the proceeds are received by an Asian Group Member); or

(2)           applied within 180 days of receipt:

(A)          by the Core Australian Group (where the net proceeds are received by a Core Australian Group Member);

(B)          by the US Group (where the net proceeds are received by a US Group Member); or

(C)          the Asian Group (where the net proceeds are received by an Asian Group Member);or

to fund Permitted Capital Expenditure of the relevant Group; or

(3)           applied within 180 days of receipt to permanently prepay the Senior Secured Moneys:

(A)          by the Australian Group (where the net proceeds are received by a Core Australian Group Member or Asian Group Member ); or

(B)          by the US Group (where the net proceeds are received by a US Group Member),

in accordance with clause 8.3 of the Senior Facility Agreement; or

(4)           otherwise retained by and used for corporate purposes of:

(A)          the Core Australian Group (where the net proceeds are received by a Core Australian Group Member);

33

(B)          the US Group (where the net proceeds are received by a US Group Member); or

(C)          the Asian Group (where the net proceeds are received by an Asian Group Member); or

(k)           any other Disposal approved by the Mezzanine Agent in writing (acting on the instructions of the Majority Financiers),

provided, in each case, that the Guarantee Criteria in clause 13.18(a) would not be breached as a result of the Disposal;

Permitted Encumbrance means:

(a)           every lien created by operation of law in the ordinary course of day to day trading securing an obligation that is not yet due (or is being contested by appropriate means in good faith on reasonable grounds) and which does not constitute Financial Indebtedness;

(b)           a lien or charge arising in favour of a Government Agency by operation of statute unless there is a default in the performance of the obligations secured by the lien or charge which is not being contested in good faith on reasonable grounds by appropriate means;

(c)           a lien created by operation of law arising in the ordinary course of ordinary business for unpaid balance of moneys owing for repairs or otherwise in respect of performance of obligations (not including any retention of title and not including any lien which secures Financial Indebtedness) where the money or obligations it secures is paid or performed when due or contested in good faith on reasonable grounds by appropriate means;

(d)           a lien or charge constituted under a finance Lease permitted under paragraph (m) of the definition of “Permitted Financial Indebtedness” but only to the extent that it affects the asset the subject of the finance Lease (and not any other asset);

(e)           any Security or Collateral Security;

(f)            any retention of title arrangement in favour of any supplier in connection with the acquisition of goods from that supplier provided the goods are acquired in the ordinary course of ordinary business on the normal commercial terms of the supplier (which terms must require a payment within 120 days of purchase), title may not be retained by the supplier in respect of goods that have been paid for in full and the retention of title only affects the assets acquired;

(g)           any right of set-off or combination or amalgamation of accounts of a Financier or a Senior Finance Party in respect of deposit accounts maintained by a Transaction Party with that Financier or Senior Finance Party;

(h)           the UBOC Security Agreement in respect of the UBOC Security Account (but only if and to the extent that such Encumbrance solely secures liabilities of any US Group Member in respect of the UBOC Letter of Credit and the UBOC Letter of Credit constitutes Permitted Financial Indebtedness under paragraph (i) of the definition of that term); or

34

(i)            any other Encumbrance approved by the Mezzanine Agent in writing (acting on the instructions of all Financiers (other than any Retired Financier)),

which affects or relates to any of the assets of any Transaction Party or any Subsidiary of a Transaction Party;

Permitted Existing Tax Consolidation means:

(a)           the Existing Australian Tax Consolidation; or

(b)           the Existing US Tax Consolidation;

Permitted Financial Accommodation means:

(a)           any financial accommodation, or any Guarantee provided by a Transaction Party in respect of financial accommodation, under the Senior Finance Documents or the Mezzanine Finance Documents;

(b)           any financial accommodation, or any Guarantee in respect of financial accommodation, provided by:

(1)           a US Group Member:

(A)          which is a Transaction Party to or on account of another US Group Member which is also Transaction Party; or

(B)          which is not a Transaction Party to or for the account of another US Group Member which is not a Transaction Party;

(2)           a Core Australian Group Member:

(A)          which is a Transaction Party to or on account of another Core Australian Group Member which is a Transaction Party; or

(B)          which is not a Transaction Party to or on account of another Core Australian Group Member which is not a Transaction Party; or

(3)           an Asian Group Member:

(A)          which is a Transaction Party to or on account of another Asian Group Member which is a Transaction Party; or

(B)          which is not a Transaction Party to or on account of another Asian Group Member which is not a Transaction Party;

(c)           at any time prior to the US Repayment Date, any financial accommodation, or any Guarantee in respect of financial accommodation, provided by a US Group Member to Sizzler franchisees provided that the maximum aggregate amount of any such financial accommodation or Guarantees outstanding at any time does not exceed US$3,000,000;

(d)           at any time prior to the US Repayment Date, any financial accommodation provided under the Subordinated Intercompany Loan Agreement;

(e)           at any time prior to the Permitted Asian Sale Completion Date, any financial accommodation provided under the Asian Group Subordinated Intercompany Loan Agreement or the SIM Long Term Loan Agreement;

35

(f)            deposits into a bank account where either:

(1)           the relevant bank has entered into an Account Bank Deed on terms satisfactory to the Mezzanine Agent (acting on the instructions of the Majority Financiers) in relation to the account; or

(2)           the account is with a Financier or a Senior Finance Party,

or, during the 30 day period starting on Financial Close, any deposit into a bank account expressly permitted under clause 10.11(f);

(g)           under or in respect of Cash Equivalents;

(h)           an investment in a joint venture, partnership or subsidiary where the investment is made by way of provision of financial accommodation and the investment is permitted under the terms of clause 10.13(e);

(i)            in the case of a US Group Member only, a deposit of an amount in the UBOC Secured Account provided and for so long as that deposit only secures the obligations of a US Group Member under the UBOC Letter of Credit and the UBOC Letter of Credit constitutes Permitted Financial Indebtedness under paragraph (i) of the definition of that term; or

(j)            with the Mezzanine Agent’s prior written consent;

Permitted Financial Indebtedness means:

(a)           Financial Indebtedness incurred under any Senior Finance Document, provided that the maximum aggregate principal amount of Financial Indebtedness permitted to be outstanding under the Senior Finance Documents is A$192 million plus US$36.2 million together with any other Financial Indebtedness of the kind referred to in clause 6.2 or clause 8.5 of the Intercreditor Deed if and to the extent expressly allowed by that clause);

(b)           Financial Indebtedness incurred under any Mezzanine Finance Document;

(c)           Financial Indebtedness advanced from:

(1)           a Core Australian Group Member which is a Transaction Party to another Core Australian Group Member which is a Transaction Party;

(2)           a Core Australian Group Member which is not a Transaction Party to another Core Australian Group Member which is not a Transaction Party;

(3)           a US Group Member which is a Transaction Party to another US Group Member which is a Transaction Party;

(4)           a US Group Member which is not a Transaction Party to another US Group Member which is not a Transaction Party;

(5)           an Asian Group Member which is a Transaction Party to another Asian Group Member which is a Transaction Party; or

(6)           an Asian Group Member which is not a Transaction Party to another Asian Group Member which is not a Transaction Party;

(d)           prior to the US Repayment Date, Financial Indebtedness under the Subordinated Intercompany Loan Agreement;

36

(e)           prior to the Permitted Asian Sale Completion Date, Financial Indebtedness under the Asian Group Subordinated Intercompany Loan Agreement or the SIM Long Term Loan Agreement;

(f)            Financial Indebtedness of a Transaction Party under a Transactional Secured Financing provided that the amount of such Financial Indebtedness is not greater than the Face Value Amount of the Letter of Credit issued under Facility D securing that Financial Indebtedness;

(g)           in the case of:

(1)           a Core Australian Group Member, Financial Indebtedness incurred under a Guarantee of other Permitted Financial Indebtedness of another Core Australian Group Member (other than a Guarantee by a Security Provider of Financial Indebtedness of an Entity which is not a Security Provider);

(2)           in the case of a US Group Member, Financial Indebtedness incurred under a Guarantee of other Permitted Financial Indebtedness of another US Group Member (other than a Guarantee by a Security Provider of Financial Indebtedness of an Entity which is not a Security Provider); or

(3)           an Asian Group Member, Financial Indebtedness incurred under a Guarantee of other Permitted Financial Indebtedness of another Asian Group Member (other than a Guarantee by a Security Provider of Financial Indebtedness of an Entity which is not a Security Provider);

(h)           Financial Indebtedness under foreign exchange hedging entered into in accordance with clause 10.26(b)(1)(B);

(i)            prior to the US Repayment Date, Financial Indebtedness of a US Group Member in respect of the UBOC Letter of Credit provided that:

(1)           the amount of that Financial Indebtedness is not greater than the balance of the UBOC Secured Account at that time;

(2)           the UBOC Secured Account is secured to Union Bank of California in accordance with the UBOC Security Agreement; and

(3)           the UBOC Letter of Credit only secures the payment of deductible losses in respect of a workers’ compensation insurance program of WRC or any US Group Member (and not any other amount);

(j)            Financial Indebtedness under the Merger Agreement Hedging provided that such Indebtedness is repaid on or about Financial Close;

(k)           Financial Indebtedness incurred by a US Group Member provided that the proceeds will be used to complete a Permitted US Financing and all conditions to the Permitted US Financing will be satisfied at the time of, or contemporaneously, with the incurring of that Financial Indebtedness;

(l)            prior to the Completion of the Corporate Restructure, Financial Indebtedness under the ▇▇▇ & Oscars Loan Agreement;

(m)          any other Financial Indebtedness (excluding for the avoidance of doubt Financial Indebtedness referred to in paragraphs (a) to (l) and (n) of this definition but including for the avoidance of doubt, Financial Indebtedness

37

under any Existing Finance Lease or any Existing Sizzler Franchisee Debt) incurred by a Transaction Party for the purpose of its business as then conducted up to a maximum of A$10,000,000 (or the equivalent amount in any other currency) for all Consolidated Group Members at any time; or

(n)           any other Financial Indebtedness approved by the Mezzanine Agent in writing (acting on the instructions of the Majority Financiers);

Permitted US Refinancing has the meaning given to that term in clause 10.12(b);

Permitted US Sale means a US Sale permitted under clause 10.12(b);

Pollutant means a pollutant, contaminant, dangerous, toxic or hazardous substance, petroleum or petroleum product, chemical, solid, special liquid, industrial or other waste;

Potential Event of Default means any thing which would, or would be reasonably likely to, become an Event of Default on the giving of notice (whether or not notice is actually given), or the expiry of time, or both;

Power means any right, power, authority, discretion or remedy conferred on a Mezzanine Finance Party, a Receiver or an Attorney by any Mezzanine Finance Document or any applicable law;

Pricing Letter means the pricing letter dated on or about the date of this agreement between the Borrower and the Mezzanine Agent;

Principal Outstanding means, at any time, the aggregate principal amount of all outstanding Funding Portions at that time;

Property Mortgage means:

(a)           the real property mortgage to be granted by ▇▇▇▇▇▇▇ Property Development Pty Limited in favour of the Security Trustee over ▇▇▇ ▇ ▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇; Parish of Beaudesert; Beaudesert Shire; Title Ref: 14124134; ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇;

(b)           the real property mortgage to be granted by ▇▇▇▇▇▇▇ Property Development Pty Limited in favour of the Security Trustee over Lot 1 on RP 888300 County of ▇▇▇▇▇▇▇; Parish of Redcliffe: City of Redcliffe; Title Ref: 50077719; ▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇;

(c)           the real property mortgage to be granted by ▇▇▇▇▇▇▇ Property Development Pty Limited in favour of the Security Trustee over ▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇; Parish of Mackenzie; City of ▇▇▇▇▇; Title Reference 50050161, ▇/▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇;

(d)           the real property mortgage to be granted by ▇▇▇▇▇▇▇ Property Development Pty Limited in favour of the Security Trustee over ▇▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇ 2 in DP 503290, Lot A in DP 365500 and Lot C in DP 398008 known as Sizzler Carramar at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇; City of Fairfield: Parish of Bankstown; County of Cumberland; and

(e)           the real property mortgage to be granted by Sizzler Restaurants Group Pty Limited in favour of the Security Trustee over ▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇ at Carlton; Municipality of Kogarah, Parish of St. ▇▇▇▇▇▇, County of Cumberland; Address ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇;

(f)            an Existing Westpac Lease Mortgage,

38

or any real property mortgage provided in accordance with clause 10.24(b)(2);

Pro Rata Share means, in respect of a Financier, the Commitment of that Financier expressed as a percentage of the Total Commitments;

Rate Set Date means in relation to a Funding Portion and an Interest Period, the first day of the Interest Period;

Receiver means a receiver or receiver and manager appointed under a Security;

Reference Bank means:

(a)           Australia and New Zealand Banking Group Limited;

(b)           Commonwealth Bank of Australia;

(c)           National Australia Bank Limited; or

(d)           Westpac Banking Corporation;

or such other person as the Mezzanine Agent and the Borrower may agree;

Related Body Corporate means a related body corporate as defined in section 50 of the Corporations Act but as if “Subsidiary” had the meaning given in this agreement and “body corporate” included any Entity;

Relevant Currency means the currency in which a payment is required to be made under the Mezzanine Finance Documents and in respect of any Funding Portion or other payment obligation denominated in a currency, that currency, or in any other case, if not expressly stated to be another currency, is Australian Dollars;

Rental Expense means, for a period, all amounts payable during that period by a Consolidated Group Member as rent (not including outgoings) under any real property Lease (but not including rent payable by a Consolidated Group Member to another Consolidated Group Member);

Repeating Representation means each of the representations and warranties which are repeated from time to time pursuant to clause 9.2(b) or the representations and warranties under any other Mezzanine Finance Document which are repeated from time to time under the terms of the relevant Mezzanine Finance Document;

Restructuring Costs means any “one-time costs” referred to in section 3.2 (headed “Head Office Cost Savings”) of the report prepared by PricewaterhouseCoopers entitled “Project Frankfort – Agreed Upon Procedures” dated 18 April 2005;

Retiring Financier means a Financier which substitutes a Substitute Financier under clause 18 for any of its Commitment;

Retired Financier means a Financier whose Commitments are zero or, if the Commitments are cancelled, Financiers to whom none of the Principal Outstanding is owing (contingently or otherwise);

Ring Fencing Principles means:

(a)           no Core Australian Group Member will or may become liable (whether directly or otherwise) for any obligation or any other liability of any US Group Member, any ▇▇▇ & Oscars Group Member or any Asian Group Member;

39

(b)           there are no Guarantees or Encumbrances in place granted by any Core Australian Group Member in connection with, an obligation or liability of a US Group Member, an Asian Group Member or a ▇▇▇ & Oscars Group Member;

(c)           no Core Australian Group Member is under any obligation, or may be obliged to, contribute any money or asset (including by management or other fee, interest, loan or other financial accommodation, investment or capital or equity contribution or advance or make available financial accommodation) to or for the benefit of any US Group Member, any ▇▇▇ & Oscars Group Member or an Asian Group Member;

(d)           no Asian Group Member will or may become:

(1)           liable (whether directly or otherwise) for any obligation or any other liability of any US Group Member or any ▇▇▇ & Oscars Group Member; or

(2)           entitled to any asset of any Core Australian Group Member;

(e)           there are no Guarantees or Encumbrances in place granted by any Asian Group Member in connection with, an obligation or liability of a US Group Member or ▇▇▇ & Oscars Group Member;

(f)            no Asian Group Member is under any obligation, or may be obliged to, contribute any money or asset (including by management or other fee, interest, loan or other financial accommodation, investment or capital or equity contribution or advance or make available financial accommodation) to or for the benefit of any US Group Member or any ▇▇▇ & Oscars Group Member;

(g)           no US Group Member will or may become liable (whether directly or otherwise) for any obligation or any other liability of any Australian Group Member or any ▇▇▇ & Oscars Group Member or will or may become entitled to any asset of any Australian Group Member or any ▇▇▇ & Oscars Group Member;

(h)           there are no Guarantees or Encumbrances in place granted by any US Group Member in connection with, an obligation or liability of an Australian Group Member or a ▇▇▇ & Oscars Group Member;

(i)            no US Group Member is under any obligation, or may be obliged to, contribute any money or asset (including by management or other fee, interest, loan or other financial accommodation, investment or capital or equity contribution or advance or make available financial accommodation) to or for the benefit of any Australian Group Member or a ▇▇▇ & Oscars Group Member;

(j)            there is no Financial Indebtedness between Australian Group Members, US Group Members and ▇▇▇ & Oscars Group Members; and

(k)           there is no Financial Indebtedness between Core Australian Group Members and Asian Group Members;

Same Day Funds means immediately available and freely transferable funds;

Secured Moneys means all debts and monetary liabilities of each Transaction Party to the Mezzanine Finance Parties under or in relation to any Mezzanine

40

Finance Document and in any capacity, irrespective of whether the debts or liabilities:

(a)           are present or future;

(b)           are actual, prospective, contingent or otherwise;

(c)           are at any time ascertained or unascertained;

(d)           are owed or incurred by or on account of any Transaction Party alone, or severally or jointly with any other person;

(e)           are owed to or incurred for the account of any Mezzanine Finance Party alone, or severally or jointly with any other person;

(f)            are owed to any other person as agent (whether disclosed or not) for or on behalf of any Mezzanine Finance Party;

(g)           are owed or incurred as principal, interest, fees, charges, Taxes, damages (whether for breach of contract or tort or incurred on any other ground), losses, costs or expenses, or on any other account;

(h)           are owed to or incurred for the account of any Mezzanine Finance Party directly or as a result of:

(1)           the assignment or transfer to any Mezzanine Finance Party of any debt or liability of any Transaction Party (whether by way of assignment, transfer or otherwise); or

(2)           any other dealing with any such debt or liability;