AMENDED AND RESTATED PROMISSORY NOTE
Dated as of Jan 31, 2000
$3,000,000.00 Scottsdale, Arizona
THIS AMENDED AND RESTATED PROMISSORY NOTE (this "Note") executed by MORTON'S OF
CHICAGO/SCHAUMBURG LLC, a Delaware limited liability company ("Debtor"), amends and restates that
certain Promissory Note dated as of June 30, 1999 in the principal amount of $3,00O,000.00, payable to FFCA
ACQUISITION CORPORATION, a Delaware corporation ("FFCA").
Debtor, for value received, hereby promises to pay to FFCA, whose address is 17207 North Perimeter Drive,
Scottsdale, Arizona 85255, or order, on or before February 1, 2020 (the "Maturity Date"), as herein provided,
the principal sum of THREE MILLION AND 00/100 DOLLARS ($3,000,000.00), and to pay interest on the
unpaid principal amount of this Note from the date hereof to the Maturity Date at the rate of 9.26% per annum
on the basis of a 360-day year of twelve 30-day months, such principal and interest to be paid in immediately
available funds and in lawful money of the United States.
Initially capitalized terms which are not otherwise defined in this Note shall have the meanings set forth in that
certain Loan Agreement dated as of June 30, 1999 between Debtor and FFCA, as such agreement may be
amended from time to time (the "Loan Agreement").
Interest on the principal amount of this Note for the period commencing with the date set forth above through the
last day in the month in which this Note is dated shall be due and payable upon delivery of this Note. Thereafter,
principal and interest shall be payable in consecutive monthly installments of TWENTY SEVEN THOUSAND
FOUR HUNDRED NINETY-FIVE AND 45/l00 DOLLARS ($27,495.45) commencing on March 1, 2000,
and continuing on the first day of each month thereafter until the Maturity Date, at which time, the outstanding
principal and unpaid accrued interest shall be due and payable.
Prior to the fifth anniversary of this Note, Debtor may not prepay this Note. From and after the fifth anniversary