Champps Entertainment Inc Watch

from 8-K ~5 pages Following Up on Our Prior Correspondence and Discussions in Which I Advised You That Kinderhook Industries, LLC ("Kinderhook"), Wishes to Pursue an Acquisition (The "Transaction") of the Business and Operations of Champps Entertainment, Inc. ("Cmpp"), We Are Providing This Letter to Provide Cmpp With a Revised Proposal for a Transaction as Outlined Below (The "Revised Proposal"). This Revised Proposal Is Still Subject to Our Satisfactory Completion of the Confirmatory Due Diligence Outlined Below and of Legal Documentation. Nevertheless, Assuming We Receive Our Diligence Requests and Are Granted Access to Requested Personnel and Assets in a Timely Manner, We Are Confident That We Will Complete Our Confirmatory Due Diligence and Be in a Position to Sign a Purchase Agreement Within 4-6 Weeks of Your Acceptance of This Revised Proposal and That, Subject to Receipt of Necessary Third Party Consents, the Transaction Will Close by April 15, 2007 (The "Closing"). by Way of Background, Kinderhook Manages Private Equity Funds With $470 Million of Committed Capital and Has an Investment Philosophy of Combining Senior Management and Operating Experience in a Variety of Industries With the Financial and Investment Know-How of Private Equity Professionals. the Principal Terms and Conditions of the Proposed Transaction Are as Follows: The Acquisition

from 8-K 2 pages Amendment to Employment Agreement

from 8-K 3 pages August 16, 2006 Mr. Richard Scanlan 31260 W. Somerset Circle Green Oaks, Illinois 60048 Dear Rich: 1. Resignation You Agree to Resign as Chief Executive Officer and Vice President of the Company and All of Its Subsidiaries Effective as of August 16, 2006 (The “Resignation Date”). 2. Bonus Buy-In and Amended and Restated Employment Agreement

from 10-Q 21 pages Champps Entertainment, Inc. Deferred Compensation Plan (Effective September 28, 2005) Article 1 Purpose

from 8-K 7 pages Separation Agreement

from 8-K 7 pages Employment Agreement

from 8-K 7 pages Employment Agreement

from 10-Q ~5 pages Separation Agreement

from 8-K 28 pages Agreement

from 8-K 5 pages Separation Agreement

from 8-K 11 pages Multi-Site Sale Leaseback Financing Agreement for Champps Operating Corporation

from 10-K ~20 pages Master Distribution Agreement

from 10-Q 11 pages Multi-Site Sale Leaseback Financing Agreement for Champps Operating Corporation

from 8-K ~50 pages Securities Purchase Agreement

from 10-K ~20 pages Stock Purchase Agreement

from 10-K ~10 pages William H. Baumhauer Employment Contract

from 10-K ~20 pages Material contract

from 10-K ~10 pages Material contract

from 8-K ~10 pages Letter Agreement by Unique Casual Restaurants, Inc

from 10-K/A ~10 pages Material contract