Red Robin Gourmet Burgers (RRGB)

Section 3.11           Purpose of Loans.

The proceeds of the Extensions of Credit shall be used solely by the Borrower as follows:

(a)           with respect to the Loans, to (i) finance restaurant construction costs, (ii) pay costs, fees and expenses in connection with such new restaurant construction, (iii) refinance existing Indebtedness of the Borrower, (iv) pay any fees and expenses in connection with this Agreement, (v) provide for the working capital and general corporate requirements of the Parent, the Borrower and its Subsidiaries, (vi) to finance Permitted Acquisitions and (vii) make Restricted Payments to the Parent for the purpose of redeeming and/or repurchasing shares of its Capital Stock, to the extent permitted by Section 6.11(c) and (d); and

(b)           the Letters of Credit shall be used only for or in connection with appeal bonds, reimbursement obligations arising in connection with surety and reclamation bonds, reinsurance, domestic or international trade transactions and obligations not otherwise aforementioned relating to transactions entered into by the applicable account party in the ordinary course of business.