Second Amendment, dated as of June 17, 2019, to the Credit Agreement, dated as of June 27, 2018, by and among Del Friscos Restaurant Group, Inc., the Guarantors party thereto and JPMorgan Chase Bank, N.A., as administrative agent

This SECOND AMENDMENT TO CREDIT AGREEMENT (the “Amendment”), is dated as of June 17, 2019 and is made by and among DEL FRISCO’S RESTAURANT GROUP, INC., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower identified on the signature pages hereof, the lenders identified on the signature pages hereof (each a “Lender”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

WHEREAS, reference is made to the Credit Agreement, dated as of June 27, 2018 (as amended by the First Amendment, dated as of August 27, 2018, the “Credit Agreement”) among the Borrower, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as the Administrative Agent. Capitalized terms used but not defined herein are used with the meanings assigned to them in the Credit Agreement, as applicable;

WHEREAS, the Borrower, the Revolving Credit Lenders party hereto (constituting Required Revolving Credit Lenders under the Credit Agreement) and the Administrative Agent, pursuant to Section 13.1 of the Credit Agreement, desire to amend the Credit Agreement as set forth herein (the Credit Agreement, as so amended by this Amendment, the “Amended Credit Agreement”);

WHEREAS, the Borrower, the Administrative Agent and the Revolving Credit Lenders party hereto have agreed, upon the terms and subject to the conditions set forth herein, to amend the Credit Agreement as set forth herein;

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual agreements contained herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Subsidiaries of the Borrower party hereto, the Lenders and the Administrative Agent agree as follows:

1.Amendments to Credit Agreement. Subject to the satisfaction or waiver of the conditions set forth in Section 3 hereof, the Credit Agreement is hereby amended as follows: Section 1.1 of the Credit Agreement is hereby amended by amending and restating in its entirety the final proviso of clause (i)(v) in the definition of “Consolidated EBITDAR” as follows:

“provided, further, that the aggregate amount added to Consolidated EBITDAR pursuant to this clause (v) shall not exceed (x) solely for the purpose of calculating the Financial Covenant pursuant to Section 10.9 hereof, 25.0% of Consolidated EBITDAR for any Test Period and (y) for all other purposes, 12.5% of Consolidated EBITDAR for any Test Period (in each case with such calculation being made after giving effect to any increase pursuant to this clause (v)).”

2.No Other Changes; Affirmation of Obligations and Liens. Except as explicitly amended by this Amendment, all of the terms and conditions of the Credit Agreement shall remain in full force and effect. Each Credit Party hereby approves and consents to the amendments contemplated by this Amendment and agrees that its obligations under the Credit Agreement and the other Credit Documents to which it is a party shall not be diminished as a result of the execution of this Amendment. Each Credit Party hereby ratifies and confirms the grant of a security interest in and Lien on the Collateral contained in the Credit Documents to which it is a party, which security interest and Lien shall continue in full force and effect without interruption, and shall constitute the single grant of a security interest and Lien. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or Amended Credit Agreement or instruments securing the same.

3.Conditions Precedent. This Amendment shall be effective on the date (such date, the “Second Amendment Effective Date”) when each of the following conditions shall have been satisfied, each in form, scope, and substance reasonably acceptable to the Administrative Agent:

(a)The Administrative Agent (or its counsel) shall have received from each Credit Party, the Administrative Agent and each Revolving Credit Lender either an original or electronic counterpart of this Amendment, duly execute and delivered by each such party.

(b)The representations and warranties set forth in Section 4 of this Amendment shall be true and correct in all respects.

(c)Both immediately before and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.

(d)The Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower, dated the Second Amendment Effective Date, certifying compliance with Sections 3(b) and (c).

4.Representations and Warranties. Each Credit Party hereby represents and warrants to the Administrative Agent and Lenders as follows:

(a)Each Credit Party has all requisite power and authority to execute this Amendment and to perform all of its obligations hereunder.

(b)The execution, delivery and performance by each Credit Party of this Amendment has been duly authorized by all necessary action on the part of such Credit Party.

(c)The execution, delivery and performance by each Credit Party of this Amendment will not (i) violate (A) the certificate, memorandum or articles of incorporation, or certificate or declaration of limited partnership, or other constitutive documents or by-laws of, or unanimous shareholders’ agreement or shareholder declaration pertaining to, such Credit Party, (B) any provision of law, statute, rule or regulation, or any applicable order of any court or any rule, regulation or order of any Governmental Authority or (C) any provision of any indenture, lease, agreement or other instrument to which such Credit Party is a party or by which any of them or any of their respective property is or may be bound or (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) or to a loss of a material benefit under any such indenture, lease, agreement or other instrument, where any such conflict, violation, breach or default referred to in clauses (i)(C) or (ii) of this clause, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(d)The execution, delivery, and performance by each Credit Party of this Amendment does not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than registrations, consents, approvals, notices, or other actions that have been obtained and that are still in force and effect.

(e)This Amendment has been duly executed and delivered by each Credit Party that is a party hereto and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally.

(f)Both immediately before and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

(g)Both immediately before and immediately after giving effect to this Amendment, all of the representations and warranties contained in Section 8 of the Credit Agreement are correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date).

5.References. All references in the Credit Agreement to “this Agreement” shall be deemed to refer to the Amended Credit Agreement; and any and all references in the Credit Documents to the Credit Agreement shall be deemed to refer to the Amended Credit Agreement.

6.No Waiver. The execution of this Amendment shall not be deemed to be a waiver of any Default or Event of Default under the Credit Agreement or breach, default or event of default under any Credit Documents or other document held by the Administrative Agent, whether or not known to the Administrative Agent and whether or not existing on the date of this Amendment.

7.Miscellaneous. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and all of which counterparts, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart to this Amendment by facsimile transmission or an electronic transmission of a PDF copy thereof shall be as effective as delivery of a manually signed original. This Amendment shall be binding upon, inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto. To the extent any provision of this Amendment is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in any such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this Amendment in any jurisdiction. Sections 13.3, 13.5, 13.12, 13.13, 13.14, 13.15, 13.16 and 13.21 of the Credit Agreement shall apply hereto mutatis mutandis. For the avoidance of doubt, this Amendment shall be deemed a Credit Document.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.