INTERCOMPANY CREDIT AGREEMENT

This INTERCOMPANY CREDIT AGREEMENT (this "Agreement") by and between Carlson Companies, Inc., a Minnesota corporation ("CCI"), and Carlson Restaurants Worldwide Inc., a Delaware corporation ("CRW"), is effective as of August 19, 1999.

ARTICLE I 
DEFINITIONS

SECTION 1.01 DEFINITIONS. The following terms, as used herein, have the following meanings:

(a) "ADVANCE" means, an advance by CCI or CRW, as applicable, pursuant to Section 2.01 or 2.02, which shall include, without limitation, advances by CCI to CRW or on behalf of CRW and amounts owed by CRW and its Subsidiaries for fees, costs and expenses under the Services Agreement between the parties.

(b) "CCI BALANCE" means, with respect to an Interest Period, the net daily balance of funds owed by CCI to CRW as set forth in the intercompany account maintained by CCI pursuant to Section 2.05 hereof.

(c) "CODE" means, the Internal Revenue Code of 1986 as amended.

(d) "CRW BALANCE" means, with respect to an Interest Period, the net daily balance of funds owed by CRW to CCI as set forth in the intercompany account maintained by CCI pursuant to Section 2.05 hereof.

(e) "CRW PROMISSORY NOTE" means, that certain Promissory Note dated December 31, 1998 issued by CRW in the amount of approximately $70.4 million to Carlson Companies, Inc.

(f) "DIVIDEND PROMISSORY NOTE" means, that certain Promissory Note dated June 28, 1999 issued by CRW in the amount of $120 million to Carlson Hospitality Group, Inc.

(g) "ERISA" means, the Employee Retirement Income Security Act of 1974, together with all amendments from time to time thereto.

(h) "ERISA AFFILIATE" means, any trade or business (whether or not incorporated) which is under common control with CRW within the meaning of the regulations promulgated under the Internal Revenue Code of 1986 as amended.

(i) "EVENT OF DEFAULT" means, any material default of the terms of this Agreement or the Services Agreement.

(j) "INDEBTEDNESS" means, with respect to any Person at any time, without duplication, all obligations of such Person which, in accordance with generally accepted accounting principles, consistently applied, should be classified as liabilities on a consolidated balance sheet of such Person prepared in accordance with generally accepted accounting principles, consistently applied, but in any event shall include: (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid or accrued, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person, (e) all obligations of such Person issued or assumed as the deferred purchase price of property or services (other than accounts payable on normal payment terms to suppliers incurred in the ordinary course of business), (f) all obligations of others secured by any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (g) all capitalized lease obligations of such Person, (h) all obligations of any partnership or joint venture as to which such Person is or may become personally liable, (i) all guarantees by such Person of Indebtedness of others, and (j) all contingent obligations of such Person.

(k) "INTEREST PERIOD" means, the period commencing on the date of an Advance and ending on the date the Advance is paid.

(l) "INTEREST RATE" has the meaning ascribed to it in Section 2.03.

"INVESTMENT" means, any investment in any Person, whether by means of share....

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