UFood Restaurant Group, Inc. Watch

from S-1/A 150 pages Section 4. Conditions Precedent 22 4.1 Conditions to Initial Extension of Credit 22 4.2 Conditions to Each Extension of Credit 24 Section 5. Affirmative Covenants 24 5.1 Financial Statements; Field Audits 24 5.2 Certificates; Other Information 26 5.3 Payment of Obligations 26 5.4 Maintenance of Existence; Compliance 27 5.5 Maintenance of Property; Insurance 27 5.6 Inspection of Property; Books and Records; Discussions 27 5.7 Notices 27 5.8 Compliance With Laws 28 5.9 Additional Collateral; Subsidiaries; New Units 28 5.10 Depository Accounts; Additional Accounts 28 5.11 Communications With Accountants 28 Section 6. Negative Covenants 28 6.1 Financial Condition Covenants 29 6.2 Indebtedness 29 6.3 Liens 30 6.4 Fundamental Changes 30 6.5 Disposition of Property 30 6.6 Restricted Payments 30 6.7 Stock 31 6.8 Investments 31 6.9 Modifications of Certain Debt Instruments 31 6.10 Transactions With Affiliates and Insiders 31 6.11 Sales and Leasebacks 32 6.12 Changes in Fiscal Periods 32 6.13 Negative Pledge Clauses 32 6.14 Clauses Restricting Subsidiary Distributions 32 6.15 Lines of Business; Location of Business 32 6.16 Use of Proceeds 32 6.17 Full Funding 32 Section 7. Events of Default 32 Section 8. Miscellaneous 35 8.1 Amendments and Waivers 35 8.2 Notices 35 8.3 No Waiver; Cumulative Remedies 35 8.4 Survival of Representations and Warranties 35 8.5 Payment of Expenses and Taxes 36 8.6 Successors and Assigns; Participations and Assignments 36 8.7 Adjustments; Set-Off. 37 8.8 Counterparts

from S-1/A 6 pages Fourth Amendment to Credit Agreement

from S-1/A 8 pages Second Amendment to Credit Agreement

from S-1/A 11 pages First Amendment to Credit Agreement

from S-1/A 45 pages $1,600,000 Credit Agreement Between Kflg Watertown, Inc. as Borrower, and Td Banknorth, N.A., as Lender Dated as of May 27, 2005

from S-1/A 6 pages Third Amendment to Credit Agreement

from 10QSB 5 pages This Note and the Indebtedness Evidenced Hereby Are Subject to the Terms of That Certain Subordination Agreement Between the Lender and Td Banknorth, N.A. Dated as of September 24, 2007 (The “Subordination Agreement”) and This Note and the Indebtedness Evidenced Hereby Are Subordinated in the Manner and to the Extent Set Forth in Such Subordination Agreement, and Each Holder of This Note, by Its Acceptance Hereof, Shall Be Bound by the Subordination Provisions of the Subordination Agreement. Unsecured Subordinated Bridge Loan Promissory Note

from 10QSB 5 pages This Note and the Indebtedness Evidenced Hereby Are Subject to the Terms of That Certain Subordination Agreement Between the Lender and Td Banknorth, N.A. Dated as of the Date Hereof (The “Subordination Agreement”) and This Note and the Indebtedness Evidenced Hereby Are Subordinated in the Manner and to the Extent Set Forth in Such Subordination Agreement, and Each Holder of This Note, by Its Acceptance Hereof, Shall Be Bound by the Subordination Provisions of the Subordination Agreement. Unsecured Subordinated Bridge Loan Promissory Note

from 10QSB 13 pages Bridge Loan Agreement