rewardsnetwork13da

0001177254-10-000015.txt : 20101028 0001177254-10-000015.hdr.sgml : 20101028 20101028160730 ACCESSION NUMBER: 0001177254-10-000015 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20101028 DATE AS OF CHANGE: 20101028 GROUP MEMBERS: CHAI TRUST COMPANY, LLC GROUP MEMBERS: EGI ACQUISITION PARENT, L.L.C. GROUP MEMBERS: EGI ACQUISITION, L.L.C. GROUP MEMBERS: EGI-FUND (00) INVESTORS, L.L.C. GROUP MEMBERS: EGI-FUND (05-07) INVESTORS, L.L.C. GROUP MEMBERS: EGI-FUND (08-10) INVESTORS, L.L.C. GROUP MEMBERS: KMJZ INVESTMENTS, L.L.C. GROUP MEMBERS: SAMSTOCK, L.L.C. GROUP MEMBERS: SZ INVESTMENTS, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REWARDS NETWORK INC CENTRAL INDEX KEY: 0000078536 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 846028875 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35435 FILM NUMBER: 101148219 BUSINESS ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 950 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-521-6767 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 950 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: IDINE REWARDS NETWORK INC DATE OF NAME CHANGE: 20020613 FORMER COMPANY: FORMER CONFORMED NAME: TRANSMEDIA NETWORK INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PIKES PEAK AMERICAN CORP DATE OF NAME CHANGE: 19840912 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAMSTOCK LLC CENTRAL INDEX KEY: 0001051877 IRS NUMBER: 364156890 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3124664010 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 rewardsnetwork13da_19.htm REWARDS NETWORK 13DA - 19TH AMEND rewardsnetwork13da_19.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 19)*

Rewards Network Inc.

--------------------------------------------------------------------------------

(Name of Issuer)

Common Stock, $0.02 par value

--------------------------------------------------------------------------------

(Title of Class of Securities)

893767103

--------------------------------------------------------------------------------

(CUSIP Number)

Jonathan D. Wasserman, Esq.

Equity Group Investments, L.L.C.

2 North Riverside Plaza, Suite 600

Chicago, Illinois 60606

312-454-0100

--------------------------------------------------------------------------------

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 27, 2010

--------------------------------------------------------------------------------

(Date of Event which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

CUSIP No. 893767103

SCHEDULE 13D/A

Page 2 of 17

_____________________________________________________________________________

1. Name of Reporting Persons.

Samstock, L.L.C.

_____________________________________________________________________________

2. Check the Appropriate Box If a Member of a Group (See Instructions)

(a) [X]

(b) [_]

_____________________________________________________________________________

3. SEC Use Only

_____________________________________________________________________________

4. Source of Funds (See Instructions)

_____________________________________________________________________________

5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_]

_____________________________________________________________________________

6. Citizenship or Place of Organization

Delaware

_____________________________________________________________________________

NUMBER OF 7. Sole Voting Power – 0

BENEFICIALLY 8. Shared Voting Power – 10,651

OWNED BY

EACH 9. Sole Dispositive Power - 0

REPORTING

PERSON 10. Shared Dispositive Power – 10,651

WITH

_____________________________________________________________________________

11. Aggregate Amount Beneficially Owned by Each Reporting Person

10,651

_____________________________________________________________________________

12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions) [_]

_____________________________________________________________________________

13. Percent of Class Represented by Amount in Row (11)

Less than 0.1% (1)

_____________________________________________________________________________

14. Type of Reporting Person (See Instructions)

_____________________________________________________________________________

(1) Based on 8,815,599 shares of Common Stock outstanding as of October 27, 2010, as disclosed by the Issuer in the Agreement and Plan of Merger attached as Exhibit 1 hereto.

CUSIP No. 893767103

SCHEDULE 13D/A

Page 3 of 17

_____________________________________________________________________________

1. Name of Reporting Persons.

EGI-Fund (00) Investors, L.L.C.

_____________________________________________________________________________

2. Check the Appropriate Box If a Member of a Group (See Instructions)

(a) [X]

(b) [_]

_____________________________________________________________________________

3. SEC Use Only

_____________________________________________________________________________

4. Source of Funds (See Instructions)

_____________________________________________________________________________

5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_]

_____________________________________________________________________________

6. Citizenship or Place of Organization

Delaware

_____________________________________________________________________________

NUMBER OF 7. Sole Voting Power – 0

BENEFICIALLY 8. Shared Voting Power – 135,160

OWNED BY

EACH 9. Sole Dispositive Power - 0

REPORTING

PERSON 10. Shared Dispositive Power – 135,160

WITH

_____________________________________________________________________________

11. Aggregate Amount Beneficially Owned by Each Reporting Person

135,160

_____________________________________________________________________________

12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions) [_]

_____________________________________________________________________________

13. Percent of Class Represented by Amount in Row (11)

1.5% (1)

_____________________________________________________________________________

14. Type of Reporting Person (See Instructions)

_____________________________________________________________________________

(1) Based on 8,815,599 shares of Common Stock outstanding as of October 27, 2010, as disclosed by the Issuer in the Agreement and Plan of Merger attached as Exhibit 1 hereto.

CUSIP No. 893767103

SCHEDULE 13D/A

Page 4 of 17

_____________________________________________________________________________

1. Name of Reporting Persons.

EGI-Fund (05-07) Investors, L.L.C.

_____________________________________________________________________________

2. Check the Appropriate Box If a Member of a Group (See Instructions)

(a) [X]

(b) [_]

_____________________________________________________________________________

3. SEC Use Only

_____________________________________________________________________________

4. Source of Funds (See Instructions)

_____________________________________________________________________________

5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_]

_____________________________________________________________________________

6. Citizenship or Place of Organization

Delaware

_____________________________________________________________________________

NUMBER OF 7. Sole Voting Power – 0

BENEFICIALLY 8. Shared Voting Power – 618,100

OWNED BY

EACH 9. Sole Dispositive Power - 0

REPORTING

PERSON 10. Shared Dispositive Power – 618,100

WITH

_____________________________________________________________________________

11. Aggregate Amount Beneficially Owned by Each Reporting Person

618,100

_____________________________________________________________________________

12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions) [_]

_____________________________________________________________________________

13. Percent of Class Represented by Amount in Row (11)

7.0% (1)

_____________________________________________________________________________

14. Type of Reporting Person (See Instructions)

_____________________________________________________________________________

(1) Based on 8,815,599 shares of Common Stock outstanding as of October 27, 2010, as disclosed by the Issuer in the Agreement and Plan of Merger attached as Exhibit 1 hereto.

CUSIP No. 893767103

SCHEDULE 13D/A

Page 5 of 17

_____________________________________________________________________________

1. Name of Reporting Persons.

EGI-Fund (08-10) Investors, L.L.C.

_____________________________________________________________________________

2. Check the Appropriate Box If a Member of a Group (See Instructions)

(a) [X]

(b) [_]

_____________________________________________________________________________

3. SEC Use Only

_____________________________________________________________________________

4. Source of Funds (See Instructions)

_____________________________________________________________________________

5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_]

_____________________________________________________________________________

6. Citizenship or Place of Organization

Delaware

_____________________________________________________________________________

NUMBER OF 7. Sole Voting Power – 0

BENEFICIALLY 8. Shared Voting Power – 304,532

OWNED BY

EACH 9. Sole Dispositive Power - 0

REPORTING

PERSON 10. Shared Dispositive Power – 304,532

WITH

_____________________________________________________________________________

11. Aggregate Amount Beneficially Owned by Each Reporting Person

304,532

_____________________________________________________________________________

12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions) [_]

_____________________________________________________________________________

13. Percent of Class Represented by Amount in Row (11)

3.5% (1)

_____________________________________________________________________________

14. Type of Reporting Person (See Instructions)

_____________________________________________________________________________

(1) Based on 8,815,599 shares of Common Stock outstanding as of October 27, 2010, as disclosed by the Issuer in the Agreement and Plan of Merger attached as Exhibit 1 hereto.

CUSIP No. 893767103

SCHEDULE 13D/A

Page 6 of 17

_____________________________________________________________________________

1. Name of Reporting Persons.

SZ Investments, L.L.C.

_____________________________________________________________________________

2. Check the Appropriate Box If a Member of a Group (See Instructions)

(a) [X]

(b) [_]

_____________________________________________________________________________

3. SEC Use Only

_____________________________________________________________________________

4. Source of Funds (See Instructions)

_____________________________________________________________________________

5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_]

_____________________________________________________________________________

6. Citizenship or Place of Organization

Delaware

_____________________________________________________________________________

NUMBER OF 7. Sole Voting Power – 0

BENEFICIALLY 8. Shared Voting Power – 1,068,443

OWNED BY

EACH 9. Sole Dispositive Power - 0

REPORTING

PERSON 10. Shared Dispositive Power – 1,068,443

WITH

_____________________________________________________________________________

11. Aggregate Amount Beneficially Owned by Each Reporting Person

1,068,443

_____________________________________________________________________________

12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions) [_]

_____________________________________________________________________________

13. Percent of Class Represented by Amount in Row (11)

12.1%(1)

_____________________________________________________________________________

14. Type of Reporting Person (See Instructions)

_____________________________________________________________________________

(1) Based on 8,815,599 shares of Common Stock outstanding as of October 27, 2010, as disclosed by the Issuer in the Agreement and Plan of Merger attached as Exhibit 1 hereto.

CUSIP No. 893767103

SCHEDULE 13D/A

Page 7 of 17

_____________________________________________________________________________

1. Name of Reporting Persons.

EGI Acquisition, L.L.C.

_____________________________________________________________________________

2. Check the Appropriate Box If a Member of a Group (See Instructions)

(a) [X]

(b) [_]

_____________________________________________________________________________

3. SEC Use Only

_____________________________________________________________________________

4. Source of Funds (See Instructions)

_____________________________________________________________________________

5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_]

_____________________________________________________________________________

6. Citizenship or Place of Organization

Delaware

_____________________________________________________________________________

NUMBER OF 7. Sole Voting Power – 0

BENEFICIALLY 8. Shared Voting Power – 1,254,901

OWNED BY

EACH 9. Sole Dispositive Power - 0

REPORTING

PERSON 10. Shared Dispositive Power – 1,254,901

WITH

_____________________________________________________________________________

11. Aggregate Amount Beneficially Owned by Each Reporting Person

1,254,901

_____________________________________________________________________________

12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions) [_]

_____________________________________________________________________________

13. Percent of Class Represented by Amount in Row (11)

14.2%(1)

_____________________________________________________________________________

14. Type of Reporting Person (See Instructions)

_____________________________________________________________________________

(1) Based on 8,815,599 shares of Common Stock outstanding as of October 27, 2010, as disclosed by the Issuer in the Agreement and Plan of Merger attached as Exhibit 1 hereto.

CUSIP No. 893767103

SCHEDULE 13D/A

Page 8 of 17

_____________________________________________________________________________

1. Name of Reporting Persons.

EGI Acquisition Parent, L.L.C.

_____________________________________________________________________________

2. Check the Appropriate Box If a Member of a Group (See Instructions)

(a) [X]

(b) [_]

_____________________________________________________________________________

3. SEC Use Only

_____________________________________________________________________________

4. Source of Funds (See Instructions)

_____________________________________________________________________________

5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_]

_____________________________________________________________________________

6. Citizenship or Place of Organization

Delaware

_____________________________________________________________________________

NUMBER OF 7. Sole Voting Power – 0

BENEFICIALLY 8. Shared Voting Power – 1,254,901

OWNED BY

EACH 9. Sole Dispositive Power - 0

REPORTING

PERSON 10. Shared Dispositive Power – 1,254,901

WITH

_____________________________________________________________________________

11. Aggregate Amount Beneficially Owned by Each Reporting Person

1,254,901

_____________________________________________________________________________

12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions) [_]

_____________________________________________________________________________

13. Percent of Class Represented by Amount in Row (11)

14.2%(1)

_____________________________________________________________________________

14. Type of Reporting Person (See Instructions)

_____________________________________________________________________________

(1) Based on 8,815,599 shares of Common Stock outstanding as of October 27, 2010, as disclosed by the Issuer in the Agreement and Plan of Merger attached as Exhibit 1 hereto.

CUSIP No. 893767103

SCHEDULE 13D/A

Page 9 of 17

_____________________________________________________________________________

1. Name of Reporting Persons.

KMJZ Investments, L.L.C.

_____________________________________________________________________________

2. Check the Appropriate Box If a Member of a Group (See Instructions)

(a) [X]

(b) [_]

_____________________________________________________________________________

3. SEC Use Only

_____________________________________________________________________________

4. Source of Funds (See Instructions)

_____________________________________________________________________________

5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_]

_____________________________________________________________________________

6. Citizenship or Place of Organization

Delaware

_____________________________________________________________________________

NUMBER OF 7. Sole Voting Power – 0

BENEFICIALLY 8. Shared Voting Power – 1,254,901

OWNED BY

EACH 9. Sole Dispositive Power - 0

REPORTING

PERSON 10. Shared Dispositive Power – 1,254,901

WITH

_____________________________________________________________________________

11. Aggregate Amount Beneficially Owned by Each Reporting Person

1,254,901

_____________________________________________________________________________

12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions) [_]

_____________________________________________________________________________

13. Percent of Class Represented by Amount in Row (11)

14.2%(1)

_____________________________________________________________________________

14. Type of Reporting Person (See Instructions)

_____________________________________________________________________________

(1) Based on 8,815,599 shares of Common Stock outstanding as of October 27, 2010, as disclosed by the Issuer in the Agreement and Plan of Merger attached as Exhibit 1 hereto.

CUSIP No. 893767103

SCHEDULE 13D/A

Page 10 of 17

_____________________________________________________________________________

1. Name of Reporting Persons.

Chai Trust Company, LLC

_____________________________________________________________________________

2. Check the Appropriate Box If a Member of a Group (See Instructions)

(a) [X]

(b) [_]

_____________________________________________________________________________

3. SEC Use Only

_____________________________________________________________________________

4. Source of Funds (See Instructions)

_____________________________________________________________________________

5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_]

_____________________________________________________________________________

6. Citizenship or Place of Organization

Illinois

_____________________________________________________________________________

NUMBER OF 7. Sole Voting Power – 0

BENEFICIALLY 8. Shared Voting Power –2,323,344

OWNED BY

EACH 9. Sole Dispositive Power - 0

REPORTING

PERSON 10. Shared Dispositive Power – 2,323,344

WITH

_____________________________________________________________________________

11. Aggregate Amount Beneficially Owned by Each Reporting Person

2,323,344

_____________________________________________________________________________

12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares

(See Instructions) [_]

_____________________________________________________________________________

13. Percent of Class Represented by Amount in Row (11)

26.4%(1)

_____________________________________________________________________________

14. Type of Reporting Person (See Instructions)

_____________________________________________________________________________

(1) Based on 8,815,599 shares of Common Stock outstanding as of October 27, 2010, as disclosed by the Issuer in the Agreement and Plan of Merger attached as Exhibit 1 hereto.

CUSIP No. 893767103

SCHEDULE 13D/A

Page 11 of 17

This Amendment No. 19 to Schedule 13D relates to the common stock, par value $0.02 per share ("Common Stock"), of Rewards Network Inc., a Delaware corporation located at Two North Riverside Plaza, Suite 950, Chicago, Illinois 60606 (the "Issuer").

ITEM 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a-c) This Statement is being filed by the following beneficial owners of Common Stock: Samstock, L.L.C., a Delaware limited liability company ("Samstock"); EGI-Fund (00) Investors, L.L.C., a Delaware limited liability company ("Fund 00"); EGI-Fund (05-07) Investors, L.L.C., a Delaware limited liability company ("Fund 05-07"); EGI-Fund (08-10) Investors, L.L.C., a Delaware limited liability company ("Fund 08-10"); SZ Investments, L.L.C., a Delaware limited liability company ("SZI"); EGI Acquisition, L.L.C., a Delaware limited liability company (“EGIA”); EGI Acquisition Parent, L.L.C., a Delaware limited liability company (“EGIA Parent”); KMJZ Investments, L.L.C., a Delaware limited liability company (“KMJZ”); and Chai Trust Company, LLC, an Illinois limited liability company ("Chai Trus t"). Samstock, Fund 00, Fund 05-07, Fund 08-10, SZI, EGIA, EGIA Parent, KMJZ and Chai Trust are sometimes collectively referred to herein as the "Reporting Persons".

The officers of each of Samstock, Fund 00, Fund 05-07, Fund 08-10 and SZI are as follows:

Samuel Zell	President; President and Chairman of Equity Group Investments, L.L.C. ("EGI")
William C. Pate	Vice President; Managing Director of EGI
Philip Tinkler	Vice President and Treasurer; Managing Director of EGI

The officers of each of EGIA, EGIA Parent and KMJZ are as follows:

Samuel Zell	President; President and Chairman of Equity Group Investments, L.L.C. ("EGI")
William C. Pate	Vice President; Managing Director of EGI
Philip Tinkler	Vice President and Treasurer; Managing Director of EGI
Jon Wasserman	Vice President; Managing Director of EGI

SZI is the managing member of each of Samstock, Fund 00, and Fund 05-07, and is the manager of Fund 08-10. SZI is indirectly owned by various trusts established for the benefit of Samuel Zell and his family (the "Primary Trusts"). The trustee of each of the Primary Trusts is Chai Trust. The officers and managing directors of Chai Trust are as follows:

Donald J. Liebentritt	President and a Managing Director of Chai Trust; Senior Advisor to EGI and Chief Restructuring Officer of Tribune Company
Kellie Zell	Managing Director of Chai Trust. Ms. Zell also works as a homemaker
JoAnn Zell	Managing Director of Chai Trust. Ms. Zell is a physician
Matthew Zell	Managing Director of Chai Trust and a Managing Director of EGI
Robert M. Levin	Senior Trust Officer and a Managing Director of Chai Trust. Mr. Levin is also a partner in the law firm Levin & Schreder Ltd., whose business address is 120 North LaSalle Street, Suite 3800, Chicago, Illinois 60602
James Bunegar	Vice President, Chief Operating Officer, Assistant Trust Officer and Treasurer of Chai Trust. Mr. Bunegar is also a Managing Director of EGI
Philip Tinkler	Chief Financial Officer of Chai Trust and a Managing Director of EGI
Jon Wasserman	Managing Director of Chai Trust. Mr. Wasserman is a Managing Director of EGI

CUSIP No. 893767103

SCHEDULE 13D/A

Page 12 of 17

EGIA Parent is the sole member of EGIA. KMJZ is the manager of EGIA Parent. KMJZ is indirectly owned by trusts established for the benefit of members of the family of Samuel Zell (the “Irrevocable Trusts”). The trustee of each of the Irrevocable Trusts is Chai Trust.

The business address of each Reporting Person, Samuel Zell, Donald Liebentritt, William Pate, Philip Tinkler, Kellie Zell, JoAnn Zell, Matthew Zell, James Bunegar and Jon Wasserman is Two North Riverside Plaza, Suite 600, Chicago, Illinois 60606.

(d) and (e) No Reporting Person has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended by adding the following thereto:

The Acquisition of the Issuer

On October 28, 2010, EGIA, EGIA Parent and the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) providing for the acquisition of the Issuer by EGIA Parent. The Merger Agreement provides that the acquisition will be effected first through a tender offer (the “Tender Offer”) by EGIA for each of the issued and outstanding shares of Common Stock not owed by EGIA for $13.75 in cash, less any applicable withholding taxes and without interest, followed by the merger of EGIA with and into the Issuer (the “Merger”), with the Issuer becoming a wholly-owned subsidiary of EGIA Parent.

The Reporting Persons estimate that the total amount of funds required to consummate the transactions contemplated by the Merger Agreement, including the acquisition of all the outstanding shares of Common Stock pursuant to the Tender Offer and the Merger will be approximately $[ ] million in cash.

In connection with the Tender Offer and the Merger, on October 27, 2010, EGIA entered into an amended and restated commitment letter (the “Debt Commitment Letter”), pursuant to which JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC, The PrivateBank and Trust Company and Bank Leumi committed to provide financing for the acquisition of the Issuer, subject to the terms and conditions set forth in the Debt Commitment Letter. The Debt Commitment Letter provides for a term loan facility of up to $46,666,667 and a revolving credit facility of up to $10,000,000.

On October 28, 2010, EGIA Parent entered into a commitment letter (the “Equity Commitment Letter”), pursuant to which the Irrevocable Trusts committed to provide equity financing of up to $61,006,313 for the acquisition of the Issuer, subject to the terms and conditions set forth in the Equity Commitment Letter.

The preceding summary of certain provisions of the Merger Agreement, Debt Commitment Letter and Equity Commitment Letter, copies of which are filed as Exhibit 1, Exhibit 2 and Exhibit 3, respectively, hereto, is not intended to be complete and is qualified in its entirety by reference to the full text of each such agreement, which are incorporated herein by reference.

CUSIP No. 893767103

SCHEDULE 13D/A

Page 13 of 17

ITEM 4. Purpose of Transaction.

Item 4 is hereby amended by adding the following thereto:

The October 2010 Transfers

On October 27, 2010, Samstock distributed 1,254,901 shares of Common Stock to its sole member, SZI, for no consideration. Subsequent to such distribution, the direct and indirect shareholders, members and partners of SZI made corresponding distributions of all such 1,254,901 shares of Common Stock, each on a pro rata basis for no consideration, to the Irrevocable Trusts. Immediately thereafter, the Irrevocable Trusts contributed all of such 1,254,901 shares of Common Stock to EGIA Parent, which then contributed all of such shares to EGIA. The foregoing transfers are herein referred to as the “October 2010 Transfers”.

After giving effect to the October 2010 Transfers, Samstock holds 10,651 shares of Common Stock and EGIA holds 1,254,901 shares of Common Stock.

The Acquisition of the Issuer

Overview. As described in Item 3 above, on October 28, 2010, EGIA, EGIA Parent and the Issuer entered into the Merger Agreement providing for the acquisition of the Issuer by EGIA Parent. The Merger Agreement provided that the acquisition will be effected first through the Tender Offer, followed by the Merger.

The Tender Offer. EGIA intends to commence the Tender Offer within seven business days. The tender offer will expire 20 business days after the date it commences unless it is extended. The tender offer will be conditioned upon, among other things, there being validly tendered in the Tender Offer a number of shares of Common Stock that, together with the shares of Common Stock owned by EGIA, constitute at least 75% of the outstanding shares of Common Stock.

The Voting Agreement. In connection with the Merger Agreement, on October 28, 2010, EGIA, EGIA Parent and the Issuer entered into a Voting and Support Agreement (the “Voting Agreement”) with Samstock, Fund 00, Fund 05-07 and Fund 08-10 (collectively, the “Stockholder Affiliates”), pursuant to which the Stockholder Affiliates agreed, among other things, to tender the shares of Common Stock held by the Stockholders Affiliates in the Tender Offer.

The Top-Up Option. The Merger Agreement provides that, subject to certain conditions, the Issuer grants EGIA an irrevocable option to purchase that number of shares of Common Stock equal to the lowest number of shares that, when added to the number of shares of Common Stock owned by EGIA at the time of such exercise, constitutes no less than one share of Common Stock more than 90% of the number of shares of Common Stock outstanding immediately after the issuance of such shares. Such option is not exercisable for more than the number of authorized but unissued (and not reserved for issuance) shares of Common Stock at the time of exercise of the option.

The Merger. Following the closing of the Tender Offer, if EGIA owns at least 90% of the outstanding shares of Common Stock, EGIA Parent intends to effect the Merger without a vote or meeting of the Issuer’s stockholders pursuant to the short-form merger procedure available under Delaware law. In the Merger, each outstanding share of Common Stock not tendered and purchased in the Tender Offer will be converted into the right to receive the same consideration that was paid in the Tender Offer.

CUSIP No. 893767103

SCHEDULE 13D/A

Page 14 of 17

Designation of Directors. The Merger Agreement provides that, upon the acceptance for payment by EGIA for shares of Common Stock tendered pursuant to the Tender Offer, EGIA will be entitled to designate such number of directors, rounded up to the next whole number, on the Issuer board of directors as is equal to the product of the total number of directors on the Issuer board of directors (determined after giving effect to the new directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of votes represented by shares of Common Stock beneficially owned by EGIA and any of its affiliates bears to the total number of votes represented by shares of Common Stock then outstanding.

Charter and Bylaws. The Merger Agreement provides that, at the Effective Time, the charter of the surviving corporation will be as set forth in an exhibit to the Merger Agreement, until thereafter further amended in accordance with its terms or as provided by law. EGIA Parent intends to adopt standard subsidiary bylaws for the surviving corporation to be effective immediately after the Effective Time. The Merger Agreement also provides that the initial directors of the surviving corporation will be as designated by EGIA prior to the Effective Time and the officers of the Issuer immediately prior to the Effective Time will be the initial officers of the surviving corporation, in each case, to hold office in accordance with the terms of the charter and bylaws of the surviving corporation or otherwise as provided by law.

Delisting of Issuer Shares. After completion of the Tender Offer and the Merger, EGIA Parent intends to request that the shares of Common Stock be delisted from The Nasdaq Stock Market, Inc. and apply for termination of registration of the shares of Common Stock under the Securities Exchange Act of 1934, as amended.

The preceding summary of certain provisions of the Merger Agreement and Voting Agreement, copies of which are filed as Exhibit 1 and Exhibit 4, respectively, hereto, is not intended to be complete and is qualified in its entirety by reference to the full text of such agreement, which is incorporated herein by reference.

Following the consummation of the Tender Offer and the Merger, EGIA Parent intends to conduct a detailed review of the Issuer’s business, operations, capitalization and management and consider and determine what, if any, changes would be desirable in light of the circumstances which then exist. It is expected that, initially following the consummation of the Tender Offer and the Merger, the business and operations of the Issuer will, except as set forth in the Merger Agreement, be continued substantially as they are currently being conducted, but EGIA Parent expressly reserves the right to make any changes that it deems necessary, appropriate or convenient to optimize the Issuer’s potential in conjunction with EGIA Parent’s businesses or in light of future developments. Such changes could include, among other things, changes in the Issuer’s business, corporate structure, assets, properties, marketing strategies, capitalization, management, personnel or dividend policy and additional changes to the Issuer’s charter and bylaws.

Except as described herein or as would occur upon completion of any of the actions described herein, the Reporting Persons do not and, to the best of the Reporting Persons’ knowledge, the persons named on Item 2 above do not, as of the date of this Statement, have any specific plans or proposals that relate to or would result in any of the transactions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

CUSIP No. 893767103

SCHEDULE 13D/A

Page 15 of 17

ITEM 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

(a) and (b) To the best knowledge of the Reporting Persons, there were 8,815,599 shares of Common Stock outstanding as of October 27, 2010, as disclosed by the Issuer in the Merger Agreement.

Based upon the foregoing, after giving effect to the October 2010 Transfers, (i) the 10,651 shares of Common Stock beneficially owned by Samstock represent approximately less than 0.1% of the issued and outstanding Common Stock; (ii) the 135,160 shares of Common Stock beneficially owned by Fund 00 represent approximately 1.5% of the issued and outstanding Common Stock; (iii) the 618,100 shares of Common Stock beneficially owned by Fund 05-07 represent approximately 7.0% of the issued and outstanding Common Stock; and (iv) the 304,532 shares of Common Stock beneficially owned by Fund 08-10 represent approximately 3.5% of the issued and outstanding Common Stock. SZI and Chai Trust each share beneficial ownership of such aggregate 1,068,443 shares of Common Stock owned by Samstock, Fund 00, Fund 05-07 and Fund 08-10 which represent app roximately 12.1% of the issued and outstanding Common Stock. In addition, the 1,254,901 shares of Common Stock beneficially owned by EGIA, as to which EGIA Parent, KMJZ and Chai Trust each share beneficial ownership, represent approximately 14.2% of the issued and outstanding Common Stock. In the aggregate, Chai Trust shares beneficial ownership of 2,323,344 shares of Common Stock, representing approximately 26.4% of the issued and outstanding Common Stock.

(c) Except as set forth above, during the last 60 days, no transactions in the Common Stock were effected by any Reporting Person, or to the best knowledge of any Reporting Person, any of the persons set forth in Item 2.

(d) No person other than an EGI Entity has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of shares of Common Stock owned by the Reporting Persons.

(e) Not applicable.

ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended by adding the following:

As described in Item 3 above, in connection with the Tender Offer and the Merger, EGIA entered into the Debt Commitment Letter and the Equity Commitment Letter.

Other than as described elsewhere in this Statement and as previously reported, the Reporting Persons have no understandings, arrangements, relationships or contracts relating to the shares Common Stock which are required to be described hereunder.

CUSIP No. 893767103

SCHEDULE 13D/A

Page 16 of 17

ITEM 7. Material to be Filed as Exhibits.

Item 7 is hereby amended by adding the following:

Exhibit 1

Agreement and Plan of Merger, dated as of October 28, 2010, among EGI Acquisition Parent, L.L.C., EGI Acquisition, L.L.C. and Rewards Network Inc. (incorporated by reference to Exhibit 2.1 to the Rewards Network Inc. Current Report on Form 8-K filed with the SEC on October 28, 2010)

Exhibit 2

Amended and Restated Commitment Letter, dated as of October 27, 2010, among EGI Acquisition, L.L.C., JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC, The PrivateBank and Trust Company and Bank Leumi

Exhibit 3

Commitment Letter, dated as of October 28, 2010, between the Irrevocable Trusts and EGI Acquisition Parent, L.L.C.

Exhibit 4

Voting and Support Agreement, dated as of October 28, 2010, among EGI Acquisition Parent, L.L.C., EGI Acquisition, L.L.C., Rewards Network Inc., Samstock, L.L.C., EGI-Fund (00) Investors, L.L.C., EGI-Fund (05-07) Investors, L.L.C., and EGI-Fund (08-10) Investors, L.L.C. (incorporated by reference to Exhibit 10.1 to the Rewards Network Inc. Current Report on Form 8-K filed with the SEC on October 28, 2010)

CUSIP No. 893767103

SCHEDULE 13D/A

Page 17 of 17

SIGNATURE

After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: October 28, 2010

SZ INVESTMENTS, L.L.C.

SAMSTOCK, L.L.C.

EGI-FUND (00) INVESTORS, L.L.C.

EGI-FUND (05-07) INVESTORS, L.L.C.

EGI-FUND (08-10) INVESTORS, L.L.C.

EGI ACQUISITION, L.L.C.

EGI ACQUISITION PARENT, L.L.C.

KMJZ INVESTMENTS, L.L.C.

Each by: /s/ PHILIP G. TINKLER

-------------------------------------

Name: Philip G. Tinkler

Title: Vice President

CHAI TRUST COMPANY, LLC

By: /s/ PHILIP G. TINKLER

-------------------------------------

Name: Philip G. Tinkler

Title: Chief Financial Officer

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission July be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)

EX-2 2 exhibit_2.htm DEBT COMMITMENT LETTER exhibit_2.htm

EXHIBIT 2

October 27, 2010

Project Promotion

Senior Secured Credit Facilities

Amended and Restated Commitment Letter

EGI Acquisition, L.L.C. (formerly known as Corn Dog, L.L.C.)

c/o Equity Group Investments, L.L.C.

2 N. Riverside Plaza, Suite 600

Chicago, Illinois 60606

Attention: Tiara Nelson

Ladies and Gentlemen:

You (the “Borrower”), a newly-formed Delaware limited liability company formed by an affiliate of Equity Group Investments, L.L.C. (“EGI”) and to be owned directly or indirectly by EGI Acquisition Parent, L.L.C. (formerly known as Corn Dog Holdings, L.L.C.), a Delaware limited liability company and newly-formed acquisition vehicle (the “Parent”) that is to be owned by certain affiliates of EGI, have advised J.P. Morgan Securities LLC (“JPMorgan”) and The PrivateBank and Trust Company ( “PrivateBank” and collectively with JPMorgan, the “Lead Arrangers”) that you intend to acquire (the “Acquisition”) all of the equity interests of Rewards Network Inc. (the “Target”). In connection therewith, you and Parent will enter into an Agreement and Plan of Merger (the “Acquisition Agreement”) pursuant to which the Borrower will acquire all of the equity interests of the Target in an all-cash transaction. The Acquisition will be structured as a tender offer by the Borrower to acquire all of the equity interests of the Target followed by a merger of the Borrower with the Target (with the survivor company also being the “Borrower”) pursuant to a short-form merger as described in the Acquisition Agreement.

You have requested that the Lead Arrangers, agree to structure, arrange and syndicate senior credit facilities in an initial aggregate amount of $56,666,667 to provide financing for the Acquisition and for general corporate purposes. The Facilities are proposed to include (i) a revolving credit facility in an initial aggregate principal amount of $10,000,000 (the “Revolving Credit Facility”) and (ii) an initial term loan facility in an aggregate principal amount of $46,666,667 (the “Term Loan Facility”; collectively with the Revolving Credit Facility, the “Facilities” and each such facility indivi dually, a “Facility”). You have also requested that each of JPMorgan Chase Bank, N.A. (“JPMCB”), PrivateBank and Bank Leumi (“Bank Leumi” and collectively with JPMCB and PrivateBank, the “Commitment Parties”) commit to provide a portion of the Facilities, that JPMCB agree to serve as administrative agent for the Facilities and that PrivateBank agree to serve as syndication agent for the Facilities. The purchase price for the Acquisition shall be approximately $126,000,000 and the sources and uses of funds necessary to consummate the Acquisition are as set forth on Appendix A to this Amended and Restated Commitment Letter .

The Lead Arrangers are pleased to advise you that they are willing to act as joint lead arrangers and joint bookrunners for the Facilities. Furthermore, (x) JPMCB is pleased to advise you of its several commitment to provide $32,500,000 of the aggregate principal amount of, and on a ratable basis across, the Facilities on the hereinafter-defined Closing Date (and, in the event any commitments are submitted for the Incremental Commitments (as defined in the Term Sheet), any such commitments that would otherwise cause the aggregate total amount of the Facilities to exceed $60,000,000 shall, to the extent approved by JPMCB in its sole discretion, reduce on a dollar for dollar basis on a ratable basis across the Facilities, JPMCB’s commitment hereunder and, if the Closing Da te has occurred, under the Credit Documentation; such decrease requirement, the “JPMorgan Commitment Reduction Requirement”), (y) PrivateBank is pleased to advise you of its several commitment to provide $14,166,667 of the aggregate principal amount of , and on a ratable basis across, the Facilities on the hereinafter-defined Closing Date (and, in the event that the aggregate total amount of the Facilities increases up to $60,000,000, PrivateBank will increase its commitment hereunder such that after giving effect to such increase and the Incremental Commitments (as defined in the Term Sheet), PrivateBank continues to hold 25% of the commitments up to a maximum aggregate commitment of $15,000,000) and (z) Bank Leumi is pleased to advise you of its several commitment to provide $10,000,000 of the aggregate principal amount of, and on a ratable basis across, the Facilities on the hereinafter-defined Closing Date, in each case upon the terms and subject to the conditions set forth or referred to in this Amended and Restated Commitment Letter and in the Summary of Terms and Conditions attached hereto as Exhibit A (the “Term Sheet” and, together with this Amended and Restated Commitment Letter, the “Commitment Letter”).

It is agreed that JPMCB will act as the sole and exclusive administrative agent, that PrivateBank will act as the sole and exclusive syndication agent, that the Lead Arrangers will act as joint lead arrangers and joint bookrunners for the Facilities and that JPMorgan will have “left placement” in the Confidential Information Memorandum referred to below and in all other marketing materials or advertisements related to the Facilities. You agree that, after the date hereof and for so long as the Commitment Letter is in effect, no other agents, co-agents, bookrunners or arrangers will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the Term Sheet and in the Fee Letters referred to below) will be paid in conn ection with the Facilities unless you and we shall so agree.

The Lead Arrangers intend to syndicate the Facilities (including, in our discretion, all or part of each Commitment Party’s commitment hereunder) to the Lenders. The Lead Arrangers intend to commence syndication efforts promptly upon the execution of this Commitment Letter, and you agree actively to assist the Lead Arrangers in completing a syndication satisfactory to them. Such assistance shall include (a) your using commercially reasonable efforts to ensure that the syndication efforts benefit materially from the existing lending relationships of EGI, the Borrower and the Target, (b) direct contact between senior management and advisors of EGI, the Borrower and the Target and the proposed Lenders, (c) the hosting, with the Lead Arrangers and the senior management of the Borrower, of one or more meetings o f prospective Lenders and (d) as set forth below, assistance from EGI and the Borrower in the preparation of materials to be used in connection with the syndication (collectively with the Term Sheet, the “Information Materials”).

You will assist us in preparing Information Materials, including a Confidential Information Memorandum, for distribution to prospective Lenders. Before distribution of any Information Materials, you agree to execute and deliver to us a letter in which you authorize distribution of the Information Materials to a prospective Lender’s employees.

The Lead Arrangers will manage (in consultation with the Borrower) all aspects of the syndication, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among the Lenders and the amount and distribution of fees among the Lenders. The Lead Arrangers will not have any responsibility other than to arrange the syndication as set forth herein and the Lead Arrangers shall in no event be subject to any fiduciary or other implied duties. Additionally, the Borrower acknowledges and agrees that the Lead Arrangers are not advising the Borrower as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Borrower shall c onsult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Lead Arrangers shall have no responsibility or liability to the Borrower with respect thereto. Any review by the Lead Arrangers of the Borrower, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Lead Arrangers and the Commitment Parties and shall not be on behalf of the Borrower.

You agree to use commercially reasonable efforts to prepare and provide to the Lead Arrangers and the Commitment Parties all information with respect to the Borrower, the Target and their respective subsidiaries, the Acquisition and the other transactions contemplated hereby, including all financial information and projections (the “Projections”), as we may reasonably request in connection with the Facilities, including giving pro forma effect to the Acquisition. You hereby represent and warrant that (a) all information other than the Projections (the “Information”) that has been or will be made available to the Lead Arrangers or the Commitment Parties by you or any of you r representatives (and, in the case of information relating to the Target and its subsidiaries, to the best of your knowledge) is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (provided that no representation or warranty is made as to Information of a general industry or general economic nature) and (b) the Projections that have been or will be made available to the Lead Arrangers or the Commitment Parties by you or any of your representatives have been or will be prepared in good faith based upon assumptions believed by you to be reasonable at the time furnished (it being recognized by the Lead Arrangers and the Commitment Parties that such Proj ections are not to be viewed as facts and that actual results during the period or periods covered by any such Projections may differ from the projected results, such differences may be material and no assurance can be given that the projected results will be realized). You agree that if, at any time prior to the Closing Date, you become aware that any of the representations in the preceding sentence will be incorrect, in any material respect, as of the Closing Date, then you will (or, with respect to the Information and Projections relating to the Target and its subsidiaries and their respective securities, will use commercially reasonable efforts to) promptly supplement the applicable Information and Projections so that (with respect to Information and Projections relating to the Target and its subsidiaries and their respective securities, to your knowledge) such representations are correct, in all material respects, as of the Closing Date. You understand that in arranging and syndica ting the Facilities we may use and rely on the Information and Projections without independent verification thereof.

Each of the Commitment Parties acknowledges and agrees, that notwithstanding anything in this Commitment Letter, the Fee Letters (as defined below), the Investor Letter (as defined below), the Credit Documentation or any other letter agreement or other undertaking concerning the financing of the transactions contemplated hereby to the contrary, (i) its commitment hereunder to provide its portion of the principal amount of the Facilities is not conditioned upon a successful syndication, and that no assignment to, or assumption by, any assignee of the obligations of any Commitment Party in respect of any portion of such commitment prior to the Closing Date (as defined in the Term Sheet) shall relieve any Commitment Party of its obligations hereunder with respect to such portion of such commitment and (ii) the Commitment Parties shall re tain exclusive control over all rights and obligations with respect to their respective commitments hereunder, including all rights with respect to consents, modification and amendments, until the consummation of the Acquisition on the Closing Date, in each case, unless you and we shall otherwise agree.

As consideration for each Commitment Party’s commitment hereunder and each Lead Arranger’s agreement to perform the services described herein, you agree to cause to be paid to each Commitment Party and each Lead Arranger the nonrefundable fees set forth in Annex I to the Term Sheet and the fee letters dated as of October 4, 2010 among each applicable Lead Arranger and the Borrower and previously delivered (collectively, the “Fee Letters”) on the terms and subject to the conditions set forth therein.

Each Commitment Party’s commitment hereunder and each Lead Arranger’s agreement to perform the services described herein are subject to (a) there not occurring or becoming known to us any Material Adverse Effect (as defined below), (b) our satisfaction that prior to the Closing Date there shall be no competing offering, placement or arrangement of any debt securities or bank financing by or on behalf of the Borrower or any subsidiary thereof or the Target, and (c) the other conditions set forth in this paragraph and in the Term Sheet under the heading “Initial Conditions” (as applicable). Notwithstanding anything in this Commitment Letter, the Fee Letters, the Investor Letter (as defined below), the Credit Documentation or any other letter agreement or other undertaking concerning the financing of the transactions contemplated hereby to the contrary, (a) the only representations relating to you, the Target and its subsidiaries and their respective businesses and securities, the accuracy of which shall be a condition to availability of the Facilities on the Closing Date (as defined in the Term Sheet), shall be (i) such representations made by the Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that you have the right to terminate your obligations (or to refuse to consummate the Acquisition) under the Acquisition Agreement as a result of a breach of such representations (the “Acquisition Agreement Representations”) and (ii) the Specified Representations (as defined below) and (b) the terms of the Credit Documentation shall be in a form such that they do not impair availability of the Facilities on the Closing Date if the c onditions set forth in this Commitment Letter are satisfied or waived (it being understood that, to the extent any guarantee or security interest in any collateral (including the creation or perfection of any security interest) referred to in the Term Sheet is not or cannot reasonably be provided or perfected on the Closing Date (other than (x) any guarantee by a person that is organized in the United States, and (y) the grant and perfection of security interests (i) in assets with respect to which a lien may be perfected solely by the filing of a financing statement under the Uniform Commercial Code (“UCC”) or (ii) in capital stock with respect to which a lien may be perfected by the delivery of a stock certificate unless, with respect to this clause (ii), reasonably satisfactory arrangements for timely post-closing delivery thereof shall have been agreed with the Lead Arrangers, provided that you shall have no obligation to certif icate capital stock that is permitted by applicable law or charter to be uncertificated and has not heretofore been certificated) after your use of commercially reasonable efforts to do so or without undue delay, burden or expense, then the provision of any such guarantee and/or the grant or perfection of any such security interest shall not constitute a condition precedent to the availability of the Facilities on the Closing Date, but may instead be provided after the Closing Date pursuant to arrangements and timing to be mutually agreed). For purposes hereof, (A) “Material Adverse Effect” means any change, effect, event or occurrence that individually or in the aggregate with all other changes, effects, events or occurrences, has had or would reasonably be expected to have a material adverse effect on the financial condition, results of operations, assets, liabilities or business of the Target and its Subsidiaries, take n as a whole, excluding in each case the impact of (1) changes in law, generally accepted accounting principles in the United States or accounting principles or regulations of the U.S. Securities and Exchange Commission or the interpretation thereof which is proposed, approved or enacted on or after the date of the Acquisition Agreement, (2) acts of war (whether or not declared), sabotage, insurrection, terrorism and armed hostilities, (3) changes in general economic conditions or in the United States’ financial, banking, credit or securities markets, (4) general changes in industries in which the Target operates, (5) natural disasters occurring after the date of the Acquisition Agreement, (6) any failure of the Target to meet revenue, backlog or earnings projections, forecasts, estimates or expectations (whether internal or published by the Target or third parties) or any decline in the Target’s credit rating (it being under stood that the underlying facts giving rise or contributing to such failure may be taken into account in determining whether there has been a Material Adverse Effect on the Target), (7) changes resulting from the announcement, performance or existence of, or the public or industry knowledge of, or compliance with, the Acquisition Agreement and the Transactions (as defined in the Acquisition Agreement), (8) any effect arising out of any action taken or omitted to be taken at the request or with the consent of Parent or Borrower or any change that the Target can demonstrate resulted from Parent unreasonably withholding, delaying or conditioning its consent under Section 5.01 of the Acquisition Agreement to any action requiring Parent ’s consent under Section 5.01 of the Acquisition Agreement requested to be taken by the Target, and (9) any effect re sulting from any publicly available statement made by Parent or the Borrower or any of their respective affiliates or Representatives concerning the Target or its Subsidiaries, or otherwise relating to the Offer or the Acquisition, except in the cases of clauses (1), (2), (3), (4) or (5), to the extent that the Target and its Subsidiaries, taken as a whole, are materially disproportionately affected thereby as compared with other participants in the industries in which the Target and its Subsidiaries operate (notwithstanding the foregoing, for avoidance of doubt, a Material Adverse Effect shall be deemed to have occurred with respect to the Target if (i) the Orderly Liquidation Appraisal (as defined in the Acquisition Agreement) in a form reasonably acceptable to Parent is not obtained, (ii) the Target or any of its Subsidiaries receives credible notice from any Material Program Partner indicating any such Material Program Partner’s termination or non-renewal of, or intention to terminate, not renew or materially reduce, its business relationship with the Target or any of its Subsidiaries (including Knowledge (as defined in the Acquisition Agreement) of the Target that such Material Program Partner has put their business out to bid or made it subject to a request for proposal) or (iii) in the aggregate, modifications to Material Program Partner agreements, whether effected through amendments, renewals or extensions, are less advantageous to the Target from a financial point of view than such Material Program Partner agreements in effect as of the date hereof; provided that for purposes of the foregoing definition, the capitalized terms “Offer”, “Representatives”, “Subsidiaries” and “Material Program Partner” shall have the meanings given to such terms in the Acquisition Agreement” and (B) “Specified Representations” means the representations and warranties referred to in the T erm Sheet relating to corporate existence, power and authority as related to the entering into and performance of the Credit Documentation, due authorization and execution and delivery of the Credit Documentation, enforceability of the Credit Documentation, effectiveness, validity and perfection of first priority liens under the security documents (subject to the limitations set forth in the preceding sentence), solvency as of the Closing Date (after giving effect to the transactions contemplated hereby) and as of you, the Target and each party’s respective subsidiaries on a consolidated basis, Federal Reserve margin regulations and the Investment Company Act. Notwithstanding anything in this Commitment Letter, the Fee Letters, the Investor Letter, the Credit Documentation or any other letter agreement or other undertaking concerning the financing of the transactions contemplated hereby to the contrary, the only conditions to availability of the Facilities on the Closing Date are set forth i n this paragraph and Part IV of the Term Sheet under the heading “Initial Conditions.” This paragraph and the provisions herein shall be referred to as the “Certain Funds Provision.”

You agree (a) to indemnify and hold harmless each Commitment Party, each Lead Arranger and their respective affiliates and the respective officers, directors, employees, advisors, affiliates and agents of such persons (each, an “indemnified person”) from and against any and all losses, claims, damages and liabilities to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Fee Letters, the Investor Letter (as defined below), the Facilities, the use of the proceeds thereof, the Acquisition or any related transaction or any claim, litigation, investigation or proceeding relating to any of t he foregoing, regardless of whether any indemnified person is a party thereto and whether commenced by you or any third party, and to reimburse each indemnified person upon demand for any reasonable and documented legal or other out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court to arise from (i) the gross negligence or willful misconduct of such indemnified person, its affiliates or any of their respective officers, directors, employees, agents and controlling persons (such officers, directors, employees, agents and controlling persons, its “related parties”) or (ii) any material breach of the obligation s of such indemnified person (or any of its affiliates or related parties) under this Commitment Letter pursuant to a claim made by the Borrower, and (b) to reimburse the Lead Arrangers and their affiliates on demand for all reasonable and documented out-of-pocket expenses that have been invoiced within a reasonable period of time prior to the Closing Date or following termination or expiration of the commitments hereunder (provided that the reimbursement obligations for reasonable fees, charges and disbursements shall be limited to due diligence expenses, electronic distribution expenses, travel expenses, and reasonable fees, charges and disbursements of one primary outside counsel, a single local counsel in each relevant jurisdiction, and regulatory counsel incurred in connection with the Facilities and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letters and the definitive financing documentation) or the administration, amendment, modification or waiver thereof). 60; No indemnified person shall be liable for any damages arising from the use by others of Information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages arise from the gross negligence or willful misconduct of, or material breach of this Commitment Letter, the Fee Letters or the Investor Letter by, such indemnified person or its related party. None of the indemnified persons or you, or any of your affiliates or the respective directors, officers, employees, advisors, and agents of the foregoing shall be liable for any special, indirect, consequential or punitive damages in connection with the Facilities or its activities related thereto.

This Commitment Letter shall not be assignable by you without the prior written consent of each Commitment Party and each Lead Arranger (and any purported assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto and the indemnified persons and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the indemnified persons. This Commitment Letter may not be amended or waived except by an instrument in writing signed by you, each Commitment Party and each Lead Arranger. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signatur e page of this Commitment Letter by electronic PDF or facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter, the Fee Letters and the Investor Letter by and among EGI and the Lead Arrangers dated as of October 4, 2010 and previously delivered (the “Investor Letter”) are the only agreements that have been entered into among us with respect to the Facilities and set forth the entire understanding of the parties with respect thereto.

This Commitment Letter shall be governed by, and construed and interpreted in accordance with, the law of the State of New York; provided, however, that the interpretation of the definition of “Material Adverse Effect” (and whether or not a Material Adverse Effect has occurred) shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. Each party hereto consents to the exclusive jurisdiction and venue of any state or federal courts sitting in the Borough of Manhattan in the City of New York. Each party hereto irrevocably waives, to the fullest extent permitted by applicable law, (a) any right it may have to a trial by jury in any legal proceeding arising out of or relating to this Commitment Letter, the Term Sheet, the Fee Letters, the Investor Letter or the transactions contemplated hereby or thereby (whether based on contract, tort or any other theory) and (b) any objection that it may now or hereafter have to the laying of venue of any such legal proceeding in such court and any claim that any such suit, action or proceeding has been brought in any inconvenient forum. The Borrower, each Commitment Party and each Lead Arranger irrevocably agree to waive trial by jury in any suit, action, proceeding, claim or counterclaim brought by or on behalf of any party related to or arising out of the transactions contemplated hereby, this Commitment Letter, the Fee Letters, the Investor Letter or the Term Sheet or the performance of services hereunder.

This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter, the Term Sheet, the Fee Letters or the Investor Letter nor any of their terms or substance shall be disclosed, directly or indirectly, to any other person (including, without limitation, other potential providers or arrangers of financing) except (a) to your, and EGI’s, officers, agents and advisors who are directly involved in the consideration of this matter and for whom you shall be responsible for any breach by any one of them of this confidentiality undertaking, (b) as may be compelled in a judicial or administrative proceeding or as otherwise required by law (in which case you agree to inform us promptly thereof), (c) in the case of the Commitment Letter and the Term Sheet (bu t in no event the Fee Letters or the Investor Letter), to the Target and its officers, agents and advisors directly involved in the Acquisition and to your co-investors or potential co-investors so long as such persons agree to keep such information confidential and (d) you may disclose the Commitment Letter and the contents hereof (but not the Fee Letters, the Investor Letter or the contents thereof) in any public filing relating to the Acquisition.

Each of the Lead Arrangers and the Commitment Parties will use all information provided to it by or on behalf of you hereunder solely for the purpose of providing the services which are the subject of this Commitment Letter and shall treat confidentially all such information; provided that nothing herein shall prevent any Lead Arranger or Commitment Party from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law, rule or regulation or compulsory legal process (in which case such Lead Arranger or Commitment Party, to the extent permitted by law, agrees to inform you promptly thereof (exc ept with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority)), (b) upon the request or demand of any regulatory authority having jurisdiction over the Lead Arrangers or Commitment Parties or any of their respective affiliates, (c) to the extent that such information becomes publicly available other than by reason of disclosure by the Lead Arrangers, Commitment Parties or any of their respective affiliates in violation of this paragraph, (d) to the extent that such information is received by a Lead Arranger or Commitment Party from a third party that is not known by such Lead Arranger or Commitment Parties to be subject to confidentiality obligations to you, (e) to the Lead Arrangers’ and Commitment Parties’ respective affiliates and their respective employees, legal counsel, independent auditors and other experts or agents who are directly involved in the consideration of this matter or oth erwise need to know such information in connection with this matter, and are informed of the confidential nature of such information and agree to comply with the provisions of this paragraph, in each case on a confidential and need to know basis, (f) to potential Lenders who agree (which may be pursuant to customary syndication practice) to be bound by the terms of this paragraph (or terms of confidentiality language pursuant to customary syndication practice), (g) solely to the extent that such information is independently developed by any of the Lead Arrangers or Commitment Parties, (h) to the extent you shall have consented to such disclosure in writing or (i) for purposes of establishing a “due diligence” defense. The provisions of this paragraph shall automatically terminate two years following the date of this Commitment Letter.

Notwithstanding anything herein to the contrary, any party to this Commitment Letter (and any employee, representative or other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure, except that (i) tax treatment and tax structure shall not include the identity of any existing or future party (or any affiliate of such party) to this Commitment Letter, the Fee Letters, the Investor Letter or any other letter agreement or other undertaking concerning the financing of the transactions contemplated hereby and (ii) no party shall disclose any information rela ting to such tax treatment and tax structure to the extent nondisclosure is reasonably necessary in order to comply with applicable securities laws. For this purpose, the tax treatment of the transactions contemplated by this Commitment Letter, the Fee Letters, the Investor Letter and such other agreements and undertakings is the purported or claimed U.S. federal income tax treatment of such transactions and the tax structure of such transactions is any fact that may be relevant to understanding the purported or claimed U.S. federal income tax treatment of such transactions.

You acknowledge that each Commitment Party, each Lead Arranger and their affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein and otherwise. None of the Commitment Parties or the Lead Arrangers will use confidential information obtained from you by virtue of the transactions contemplated by this letter or their other relationships with you in connection with the performance by the Commitment Parties and the Lead Arrangers of services for other companies, and none of the Commitment Parties or the Lead Arrangers will furnish any such information to other companies. You also acknowledge tha t each Commitment Party and each Lead Arranger has no obligation to use in connection with the transactions contemplated by this letter, or to furnish to you, confidential information obtained from other companies. You further acknowledge that each Lead Arranger is a full service securities firm and such Lead Arranger may from time to time effect transactions, for its own or its affiliates’ account or the account of customers, and hold positions in loans, securities or options on loans or securities of the Borrower and its affiliates and of other companies that may be the subject of the transactions contemplated by this Commitment Letter.

Each Commitment Party and each Lead Arranger may employ the services of its affiliates in providing certain services hereunder, and, to the extent so employed, such affiliates shall be entitled to the benefits of such Commitment Party or Lead Arranger hereunder.

The compensation, reimbursement, indemnification and confidentiality provisions contained herein, in the Fee Letters and in the Investor Letter shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or each Commitment Party’s commitment hereunder; provided that your obligations under this Commitment Letter, other than those relating to assistance to be provided in connection with the syndication of the Facilities and confidentiality (which shall remain in full force and effect), shall automatically terminate and be superseded by the applicable provisions contained in such Credit Documen tation upon the occurrence of the Closing Date, and you shall automatically be released from all liability in connection therewith at such time.

Each Commitment Party and each Lead Arranger hereby notifies you that pursuant to the requirements of the U.S.A. PATRIOT ACT (Title III of Pub. L. 107 56 (signed into law October 26, 2001)) (the “Patriot Act”), it and each of the Lenders may be required to obtain, verify and record information that identifies you, which information may include your name and address and other information that will allow such Commitment Party and such Lead Arranger and each of the Lenders to identify you in accordance with the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is effective for each Commitment Party, each Lead Arranger and each of the Lenders.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms hereof and of the Term Sheet and the Fee Letters and of the Investor Letter by returning to Sidley Austin LLP executed counterparts hereof not later than 5:00 p.m., Chicago time, on October 28, 2010. Each Commitment Party’s commitment and each Lead Arranger’s agreements herein will expire at such time in the event Sidley Austin LLP have not received such executed counterparts in accordance with the immediately preceding sentence. In the event that (i) the Closing Date does not occur on or before 3:00 p.m., Chicago time, on December 31, 2010, (ii) the Acquisition Agreement is terminated without the consummation of the Acquisition having occurred or (iii) the closing of the Acquisition occurs without the use of the Facilities, then this Commitment Letter and the Commitment Parties’ several commitments hereunder, and our agreements to perform the services described herein, shall automatically terminate without further action or notice and without further obligation to you.

This Commitment Letter amends and restates the Commitment Letter among the parties hereto dated as of October 4, 2010. The parties hereto acknowledge and agree that all references in the Fee Letters and Investor Letter dated as of October 4, 2010 to the “Commitment Letter” shall be deemed to be references to this Amended and Restated Commitment Letter and such documents shall continue to remain in full force and effect and are hereby ratified and confirmed.

[Signature Page Follows]

CH1 5421870v.14

Each Commitment Party and each Lead Arranger is pleased to have been given the opportunity to assist you in connection with this important financing.

Very truly yours,

JPMORGAN CHASE BANK, N.A.

By: ________/s/ Curtis Reed_________________

Name: Curtis Reed

Title: SVP

J.P. MORGAN SECURITIES LLC

By: _______/s/ James McHugh____________

Name: James McHugh

Title: Executive Director

THE PRIVATEBANK AND TRUST COMPANY

By: _____/s/ Michael F. Perry_________

Name: Michael F. Perry

Title: Managing Director

BANK LEUMI

By: ______s/s Cary Shinsako____________

Name: Cary Shinsako

Title: FVP, Senior Commercial Loan Officer

Accepted and agreed to as of

the date first written above by:

EGI ACQUISITION, L.L.C. (FORMERLY KNOWN AS CORN DOG, L.L.C.)

By: ________/s/ Philip G. Tinkler__

Name: Philip G. Tinkler

Title: Vice President

Amended and Restated Commitment Letter

APPENDIX A

SOURCES AND USES1

Sources:		Uses:
Term Loan Facility	$46.67	Purchase price for Acquisition2	$125.6
Revolving Credit Facility	$1.67	Fees	$10.0
Cash and cash equivalents	$9.0
Equity contribution3	$78.3

TOTAL	$135.6	TOTAL	$135.6

1 All amounts in millions.

2 Diluted Share Count: 9,133,100 (assumes 54.4% of restricted stock units are issued under the 2010 compensation plan of which 50% do not meet the price threshold and therefore do not vest and are canceled).

3 If the total aggregate amount of the Facilities as of the Closing Date is between $56.67 and $60.0, the amount in excess of $56.67 will be applied to reduce the equity contribution.

Exhibit A

PROJECT PROMOTION

SENIOR SECURED CREDIT FACILITIES

Summary of Terms and Conditions

October 27, 2010

_______________________________

Beginning with the first fiscal quarter to occur after the Closing Date, the Borrower will comply with the following financial covenants and the Credit Documentation shall contain no other financial covenants:

- Total Leverage Ratio. The Borrower shall maintain, as of the end of each of its fiscal quarters during the periods set forth below, a ratio of consolidated total indebtedness to consolidated EBITDA of not more than the applicable ratio set forth below.


I. Parties

	Borrower:	(i) Initially, EGI Acquisition, L.L.C. (formerly known as Corn Dog, L.L.C.) which shall acquire (the “Acquisition”) all of the equity interests of Rewards Network Inc. (the “Target”) and (ii) following the Acquisition, the Target as the survivor of the merger contemplated by the Acquisition (the “Borrower”).

	Guarantors:	(i) EGI Acquisition Parent, L.L.C. (formerly known as Corn Dog Holdings, L.L.C.), a Delaware limited liability company and newly-formed acquisition vehicle that is the direct parent of the Borrower, or if not the parent, such other entity that is the direct parent of the Borrower (the “Parent”), and (ii) the Borrower’s direct and indirect domestic subsidiaries (collectively with the Parent, the “Guarantors”) shall unconditionally guaranty all of the Borrower’s obligations under and in connection with the Facilities (as defined below) and certain interest rate swaps, currency or other hedging obligations and banking services obligations owing to any Lender or any affiliate thereof. The Guarantors shall include the Tar get and its domestic subsidiaries at the time of consummation of the Acquisition.

	Collateral:	Subject to exclusions and limitations to be agreed (including the exclusions set forth below) and subject to the Certain Funds Provision, the obligations of the Borrower and the Guarantors under the Facilities shall be secured by (i) a first priority perfected security interest in and lien on the existing and future real and personal property of the Borrower and each Guarantor, except for those assets as to which the Administrative Agent shall determine in its reasonable discretion, in consultation with the Borrower, that the cost or burden of obtaining or perfecting a security interest therein are excessive in relation to the value of the security afforded thereby and other exceptions to be agreed upon and (ii) a pledge of, and a first perfected security interest in, (A) 100% of the equity interests of each of the Borrower’s and Guarantors’ existing and future direct and indirect subsidiaries (limited, in the case of foreign subsidiaries, to 65% of the capital stock of first tier foreign subsidiaries and excluding, in the case of pledges being delivered on the Closing Date, the Target and its subsidiaries) and, (B) following the consummation of the Acquisition and the merger of the Borrower into the Target, 100% of the equity interests of each of the Target’s existing and future direct and indirect subsidiaries (limited, in the case of foreign subsidiaries, to 65% of the capital stock of first tier foreign subsidiaries). All of the collateral security described above is referred to collectively as the “Collateral”. The Collateral will also secure certain interest rate swaps, currency or other hedging obligations and banking services obligations owing to any Lender or any affiliate thereof. Notwithstanding anything to the contrary, (a) the Collateral shall exclude the following: (i) any fee owned real property with a value of less than an amount to be mutually agreed (with all required mortgages being permitted to be delivered post-closing) and all leasehold interests; (ii) motor vehicles and other assets subject to certificates of title; (iii) those assets over which the granting of security interests in such assets would be prohibited by contract, applicable law or regulation (provided, that, the foregoing exclusion shall in no way be construed to apply if any such prohibition is unenforceable under Sections 9-406, 9-407 or 9-408 of the UCC or other applicable law; (iv) other exceptions to be mutually agreed upon, (b) the Borrower shall not be required to enter into any collateral documents governed by foreign law (othe r than pledge agreements in respect of first tier foreign subsidiaries) or to obtain any landlord, bailee or warehouseman waivers, consents or other letters and (c) the Credit Documentation shall contain exceptions to the perfection requirements relating to (i) deposit accounts used exclusively for trust, payroll, taxes and other employee and wage benefit payments to or for the benefit of the Borrower’s or any Guarantor’s employees, (ii) intercompany notes, chattel paper and commercial tort claims with values not exceeding a de minimus amount to be mutually agreed upon and (iii) other deposit and securities accounts to be mutually agreed upon.

	Joint Lead Arrangers and Joint Bookrunners:	J.P. Morgan Securities LLC (“JPMorgan”) and The PrivateBank and Trust Company (in such capacity, collectively, the “Lead Arrangers”).

	Administrative Agent:	JPMorgan Chase Bank, N.A. (“JPMCB” and, in such capacity, the “Administrative Agent”).

	Syndication Agent:	The PrivateBank and Trust Company (“PrivateBank”).

	Lenders:	A syndicate of banks, financial institutions and other entities, including JPMCB, PrivateBank and Bank Leumi, arranged by the Lead Arrangers (collectively, the “Lenders”).

II. The Facilities

	A. Revolving Credit Facility

	Type and Amount of Facility:	Five-year revolving credit facility (the “Revolving Credit Facility”) in the amount of $10,000,000 (the loans thereunder, the “Revolving Credit Loans”) subject to the Annual Clean-Down described below.

	Availability:	The Revolving Credit Facility shall be available on a revolving basis during the period commencing on the Closing Date and ending on the fifth anniversary thereof (the “Revolving Credit Termination Date”).

	Letters of Credit:	A portion of the Revolving Credit Facility not in excess of an amount to be agreed upon shall be available for the issuance of letters of credit (the “Letters of Credit”) by JPMCB (in such capacity, the “Issuing Lender”). No Letter of Credit shall have an expiration date after the earlier of (a) one year after the date of issuance unless consented to by the Issuing Lender and (b) five business days prior to the Revolving Credit Termination Date, provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (b) above).

		Drawings under any Letter of Credit shall be reimbursed by the Borrower (whether with its own funds or with the proceeds of Revolving Credit Loans) on the same business day if the Borrower has received notice of such drawing before 10:00 a.m., Eastern time, or if after such time, the following business day. To the extent that the Borrower does not so reimburse the Issuing Lender, the Lenders under the Revolving Credit Facility shall be irrevocably and unconditionally obligated to reimburse the Issuing Lender on a pro rata basis. Letters of Credit may be issued on the Closing Date to replace or provide credit support for any existing letters of credit (including by “grandfathering” such existing letters of credit into the Revolving Credit Facility if issued by a Lender) or for any other permitted purpose, subject to the agreed-upon sublimit for Letters of Credit.

	Swing Line Loans:	A portion of the Revolving Credit Facility not in excess of an amount to be agreed upon shall be available for swing line loans (the “Swing Line Loans”) from JPMCB (in such capacity, the “Swing Line Lender”) on same-day notice. Any such Swing Line Loans will reduce availability under the Revolving Credit Facility on a dollar-for-dollar basis. Each Lender under the Revolving Credit Facility shall acquire, under certain circumstances, an irrevocable and unconditional pro rata participation in each Swing Line Loan.

	Maturity:	The Revolving Credit Termination Date.

	Purpose:	The proceeds of the Revolving Credit Loans shall be used to finance the Acquisition (provided that no more than $10,000,000 of the Revolving Credit Loans shall be used to finance the Acquisition) and the Borrower’s working capital needs and for general corporate purposes of the Borrower and its subsidiaries in the ordinary course of business (including, without limitation, to repay the Term Loans).

	B. Term Loan Facility

	Type and Amount of Facility:	A term loan facility (the “Term Loan Facility”; and collectively with the Revolving Credit Facility, the “Facilities”) in the initial amount of $46,666,667 (the “Term Loan Commitment,” and the loans thereunder, the “Term Loans”; and collectively with the Revolving Credit Loans, the “Loans”).

	Term Loan Availability:	The Term Loans shall be made available in a single drawing on the Closing Date (as defined below).

	Amortization:	The Term Loans will amortize according to the following percentages for the following years, in each case with payments to be made on a quarterly basis:

		Year 1: 16%
		Year 2: 18%
		Year 3: 20%
		Year 4: 22%
		Year 5: 24%

	Maturity:	The Term Loans will mature on the Revolving Credit Termination Date. The remaining aggregate outstanding principal amount of the Term Loans will be repayable on such Revolving Credit Termination Date.

	Purpose:	The proceeds of the Term Loans shall be used to finance the Acquisition and the Borrower’s working capital needs and for general corporate purposes of the Borrower and its subsidiaries in the ordinary course of business.

	C. Borrowing Base

		The sum of (i) the aggregate amount of Revolving Credit Loans, Letters of Credit and Swing Line Loans outstanding under the Revolving Credit Facility and (ii) $5,000,000 of the aggregate outstanding principal amount of Term Loans, shall not at any time exceed the Borrowing Base.

		“Borrowing Base” means the sum of (i) 80% of each Loan Party’s eligible accounts receivable, plus (ii) 50% of each Loan Party’s eligible Dining Credit Portfolio. “Loan Party” means the Borrower and each Guarantor.

	D. Incremental Commitments	The Borrower may, at its option but subject to conditions to be mutually agreed upon, request to increase the outstanding Term Loans (provided that the aggregate outstanding amount of the Term Loans shall not exceed $50,000,000) by obtaining one or more commitments from one or more lenders or other banks or financial institutions, in each case with the consent of the Borrower and the Administrative Agent (such consent not to be unreasonably withheld) but without the consent of any other Lenders (the “Incremental Commitments”); provided that on the effective date of each such increase, the Revolving Credit Loans and Term Loans will be re-allocated such that (i) the aggregate amount of the Term Loan Facility commitments is increased on a dollar-for-dollar basis and (ii) each Lender and eac h new lender holds its pro rata percentage of the Revolving Credit Loans and the Term Loans based upon its share of the aggregate commitments and loans. Such Incremental Commitments shall be on terms identical to the terms and conditions set forth in the Credit Documentation but shall be subject to the fees reasonably required by such new lenders and shall also be subject to the JPMorgan Commitment Reduction Requirement.
III.	Certain Payment Provisions

	Fees and Interest Rates:	As set forth on Annex I.

	Optional Prepayments and Commitment Reductions:	Revolving Credit Loans may be prepaid and commitments may be reduced, in whole or in part without premium or penalty but subject to break funding payments, by the Borrower in minimum amounts to be agreed upon. Optional prepayments of the Term Loans shall be applied to installments thereof as directed by the Borrower. Optional prepayments of the Term Loans may not be reborrowed.

	Mandatory Prepayments:	The Facilities shall be prepaid by amounts equal to:

		(a) 100% of the net proceeds of any sale or issuance of equity to unaffiliated third parties if, at the time the proceeds are received (and after giving effect to the issuance), the Total Leverage Ratio is equal to or greater than 2.50 to 1.00 and (ii) 100% of the net proceeds of any incurrence of debt after the Closing Date by the Borrower or any of its subsidiaries (other than indebtedness permitted by the Credit Documentation (as defined below) and, in the case of both equity and debt issuances, subject to exceptions to be agreed upon).

		(b) 100% of the net proceeds of any sale or other disposition (including as a result of casualty or condemnation) by the Borrower or any of its subsidiaries of any assets, except for sales of inventory or obsolete or worn-out property in the ordinary course of business and subject to exceptions and reinvestment rights to be mutually agreed upon.

		(c) Commencing with the fiscal year ending on or about December 31, 2011, 100% of excess cash flow (to be defined in a manner to be mutually agreed) of the Borrower and its consolidated subsidiaries for each fiscal year; provided, that, if decided by the Borrower, any voluntary prepayments of Loans (including Revolving Credit Loans to the extent commitment are permanently reduced by the amount of such prepayments) may be credited against excess cash flow payment obligations on a dollar-for-dollar basis. The foregoing mandatory prepayments shall be applied to the obligations under the Facilities as follows: (i) the first $10,000,000 of any such excess cash flow payment in respect of any fiscal year shall be used to make a prepayment of outstanding Revolving Credit Loans until th e outstanding Revolving Credit Loans are repaid in full and the remaining balance of such excess cash flow (subject to the following clause (ii)) shall be used to make a prepayment of the Term Loans and (ii) for any excess cash flow above $10,000,000 in respect of any fiscal year, (x) 50% of such excess shall be used to make a prepayment of outstanding Revolving Credit Loans until the outstanding Revolving Credit Loans are repaid in full at which point no further prepayments shall be required under this clause (x) and (y) 50% of such excess shall be used to make a prepayment of outstanding Term Loans.

		The foregoing mandatory prepayments set forth in clauses (a), (b) and (c) above (unless explicitly stated to be applied to repay Revolving Credit Loans) shall be applied to prepay then outstanding Term Loans pro rata against the remaining scheduled installments of the Term Loans. Mandatory prepayments of the Term Loans may not be reborrowed.

	Annual Clean-Down:	During each 12 month period, the Borrower shall reduce the aggregate outstanding amount of Revolving Credit Loans to no more than $2,000,000 for a period of not less than 30 consecutive days; provided that it shall not be a breach of the foregoing requirement if the Borrower receives equity contributions for such 12 month period in an amount equal to the difference between the average balance of outstanding amount of Revolving Credit Loans for the 30 consecutive day period with the lowest average balance of aggregate outstanding amount of Revolving Credit Loans and $2,000,000.

IV.	Certain Conditions

	Initial Conditions:	The availability of the Facilities shall be conditioned only upon satisfaction (or waiver by the Commitment Parties) of the conditions precedent set forth in this Part IV of the Term Sheet under the caption “Initial Conditions” and in the Certain Funds Provision in the Commitment Letter (the date upon which all such conditions precedent shall be satisfied, the “Closing Date”) on or before December 31, 2010.

		(a) The Borrower and the Guarantors shall have executed and delivered financing documentation on terms consistent with the Commitment Letter or otherwise reasonably satisfactory to the Commitment Parties, the Borrower and the Guarantors with respect to the Facilities (the “Credit Documentation”).

		(b) All fees and expenses due to the Lenders, the Administrative Agent and the Lead Arrangers under the Fee Letters and the Credit Documentation on or prior to the Closing Date shall have been paid (including, if applicable, from the proceeds of the initial fundings under the Facilities) to the extent invoiced within a reasonable period of time prior to the Closing Date. Each Lender shall have been paid an upfront fee in an amount equal to 1.25% of its allocated commitment under the Facilities on the Closing Date.

		(c) The Lenders shall have received (i) audited consolidated financial statements of the Target for the two most recent fiscal years ended at least 90 days prior to the Closing Date, (ii) unaudited interim consolidated financial statements of the Target for each quarterly period ended at least 45 days prior to the Closing Date subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph and (iii) financial statement projections (giving effect to the Acquisition) through and including the Borrower’s 2015 fiscal year, provided the filing of the required financial statements on Form 10-K and Form 10-Q by the Target will satisfy the requirements of clauses (i) and (ii) above.

		(d) The Lenders shall have received a pro forma consolidated balance sheet of the Borrower as at the date of the most recent balance sheet delivered pursuant to the preceding paragraph and a pro forma statement of operations for the 12-month period ending on such date, in each case adjusted to give effect to the consummation of the Acquisition and the financings contemplated hereby as if such transactions had occurred on such date or on the first day of such period, as applicable.

		(e) (i) The Acquisition Agreement must contain terms and conditions which are reasonably acceptable to the Lead Arrangers (and the Lead Arrangers acknowledge that the draft Acquisition Agreement delivered via email to the Lead Arrangers at 8:35 p.m. Chicago time on October 27, 2010 is reasonably acceptable to each of them) and no provision of the Acquisition Agreement shall have been amended or waived in a manner materially adverse to the interests of the Lenders without the prior consent of the Lead Arrangers, not to be unreasonably withheld or delayed (it being understood and agreed that decreases in purchase price, changes to Section 2.01 thereof covering the “Offer Conditions”, changes to Section 2.03 thereof covering the “Top-Up Option”, chang es to Article VII thereof covering “Conditions to the Merger”, changes to Annex A thereof covering the “Conditions to the Offer” and changes to transaction structure shall be deemed to be materially adverse to the Lenders). (ii) The Borrower shall have accepted for payment the shares of the Target validly tendered and not withdrawn pursuant to the “Offer” (as defined in the Acquisition Agreement) promptly after the expiration date of the Offer and all conditions to the Offer shall have been satisfied in accordance with the terms of the Acquisition Agreement without giving effect to any amendments or waivers to such conditions without the consent of the Lead Arrangers. (iii) (A) After giving effect to the acceptance for purchase of shares of the Target’s common stock that have been validly tendered and not withdrawn in the Offer (for the avoidance of doubt, excluding any subsequent offer period) and taking into account the Top-Up Option Shares (as defined in the Acquisition Agreement), Borrower shall be able to effect a short-form merger pursuant to Section 267 of the Delaware General Corporation Law on or immediately following the date of acceptance by Borrower for payment of such stock (without the acquisition of any additional shares of such stock, other than the Top-Up Option Shares, by Borrower or any of its affiliates or any reduction in the number of shares of such stock then outstanding); (B) Borrower shall have notified the Lenders in writing that immediately following acceptance of sh ares of such stock in the Offer (for the avoidance of doubt, excluding any subsequent offer period), Borrower will exercise the Top-Up Option (as defined in the Acquisition Agreement) and purchase the Top-Up Option Shares and (C) Borrower shall have informed the Lenders in writing that Borrower intends to effect the Merger (as defined in the Acquisition Agreement) pursuant to Section 267 of the Delaware General Corporation Law immediately following acquisition of the Top-Up Option Shares.

		(f) EGI shall have made cash equity contributions to the Borrower in an aggregate amount such that the amount of such equity contributions together with roll-over equity (currently anticipated to be approximately 1.3 million shares) is equal to at least 50% of the pro forma total (debt and equity) capitalization of the Borrower on the date of the initial funding of the Loans.

		(g) The Administrative Agent and the Lenders shall have received a written certification from an officer of the Borrower that, after giving effect to the Acquisition and any incurrence of indebtedness in connection therewith, (i) the Borrower and its subsidiaries, on a consolidated basis, are solvent and will be solvent subsequent to incurring the indebtedness in connection with the Acquisition, will be able to pay their debts and liabilities as they become due and will not be left with unreasonably small capital with which to engage in their business and (ii) the assets of the Borrower and its subsidiaries, on a consolidated basis, exceed their aggregate liabilities.

		(h) The Borrower shall have demonstrated, to the Administrative Agent’s satisfaction, (i) pro forma Senior Leverage Ratio not in excess of 3.00 to 1.00 and (ii) pro forma Total Leverage Ratio not in excess of 3.50 to 1.00.

		(i) Subject to the Certain Funds Provision and the terms of Part I of the Term Sheet under the caption “Collateral”, liens creating a first priority security interest in the Collateral being delivered on the Closing Date shall have been perfected.

		(j) Absence of any injunction, temporary restraining order or judgment which prohibits the making of the loans under the Facilities.

		(k) The Administrative Agent shall have received evidence satisfactory to it with respect to the repayment in full of all obligations under existing loan and credit facilities of the Borrower and the Target, termination of the commitments thereunder and release of all liens, if any, granted thereunder.

		(l) Compliance with all applicable requirements of law, including Regulations T, U and X of the Board of Governors of the Federal Reserve System.

		(m) The Lenders shall have received such customary legal opinions and closing documents as are customary for transactions of this type.

		(n) The Lenders shall have received the results of a third-party appraisal of the Target’s “Dining Credit Portfolio”, which results shall show an orderly liquidation value of the Target, as of September 30, 2010, that is not less than 40% of the gross Dining Credit Portfolio book value. (o) Samstock, L.L.C., an affiliate of the Borrower and EGI (“Samstock”) shall have entered into an agreement with, and in form and substance satisfactory to, the Lenders (the “Samstock Agreement”) pursuant to which Samstock shall have agreed to purchase at par value the aggregate outstanding obligations of the Borrower under the Facilities if the Acquisition has not been consummated within 2 business days of the funding of the initial Loans (such purchase transaction being referred to as the “Samstock Purchase”).

	On-Going Conditions:	The making of each extension of credit shall be conditioned upon (a) (i) in the case of the extensions of credit on the Closing Date, accuracy of the Acquisition Agreement Representations and accuracy, in all material respects, of the Specified Representations, and (ii) in the case of all extensions of credit after the Closing Date, the accuracy in all material respects of all representations and warranties in the Credit Documentation (including, without limitation, the material adverse change and litigation representations) other than those representations and warranties expressly made solely as of an earlier date (in which case such representations and warranties shall be required to be accurate as of such earlier date) and (b) in the case of all extensions of credit after the Closing Date, there being no default or event of default in existence at the time of, or after giving effect to the making of, such extension of credit. As used solely in clause (ii) herein and in the Credit Documentation a “material adverse change” shall mean any event, development or circumstance that has had or could reasonably be expected to have a material adverse effect on (a) the business, assets, operations or financial condition of the Borrower and its subsidiaries taken as a whole, or (b) the validity or enforceability of any of the Credit Documentation or the rights or remedies of the Administrative Agent and the Lenders thereunder.

V. Certain Documentation Matters

		The Credit Documentation shall contain only the following representations, warranties, covenants and events of default:

	Representations and Warranties:	Limited to: financial statements; absence of undisclosed liabilities; no material adverse change; corporate existence; compliance with law; corporate power and authority; enforceability of Credit Documentation; no conflict with law or contractual obligations; no material litigation; no default; ownership of property; liens and collateral documents; intellectual property; taxes; Federal Reserve regulations; ERISA; Investment Company Act; subsidiaries; environmental matters; labor matters; accuracy of disclosure; solvency and security interest.

	Affirmative Covenants:	Limited to: delivery of annual audited and quarterly financial statements, reports, accountants’ letters, annual projections, monthly borrowing base certificate, officers’ certificates and other information requested by the Lenders; payment of taxes; continuation of business and maintenance of existence and material rights and privileges; compliance with laws and material contractual obligations; maintenance of property and insurance; maintenance of books and records; right of the Lenders to inspect property and books and records; notices of defaults, litigation and other material events; compliance with environmental laws; use of proceeds; guarantor and collateral requirements; and completion of actions to effect the Acquisition.

	Financial Covenants:
Period	Total Leverage Ratio
Closing Date – 6/30/2011	3.50 to 1.00
9/30/2011 – 12/31/2011	3.25 to 1.00
3/31/2012 – 12/31/2012	3.00 to 1.00
3/31/2013 and thereafter	2.50 to 1.00
Period	Senior Leverage Ratio
Closing Date – 6/30/2011	3.00 to 1.00
9/30/2011 – 12/31/2011	2.75 to 1.00
3/31/2012 – 12/31/2012	2.50 to 1.00
3/31/2013 and thereafter	2.00 to 1.00
Period	Fixed Charge Coverage Ratio
Closing Date – 9/30/2013	1.10 to 1.00
12/31/2013 and thereafter	1.20 to 1.00
Period	Taxes
12/31/2009-3/31/2010	$750,000
3/31/2010-6/30/2010	$775,000
6/30/2010-9/30/2010	$950,000
9/30/2010-12/31/2010	$1,225,000

Period	Total Leverage Ratio
Closing Date – 6/30/2011	3.50 to 1.00
9/30/2011 – 12/31/2011	3.25 to 1.00
3/31/2012 – 12/31/2012	3.00 to 1.00
3/31/2013 and thereafter	2.50 to 1.00

- Senior Leverage Ratio The Borrower shall maintain, as of the end of each of its fiscal quarters during the periods set forth below, a ratio of consolidated senior indebtedness to consolidated EBITDA of not more than the applicable ratio set forth below.

Period	Senior Leverage Ratio
Closing Date – 6/30/2011	3.00 to 1.00
9/30/2011 – 12/31/2011	2.75 to 1.00
3/31/2012 – 12/31/2012	2.50 to 1.00
3/31/2013 and thereafter	2.00 to 1.00

- Fixed Charge Coverage Ratio. The Borrower shall maintain, as of the end of each of its fiscal quarters during the periods set forth below, a consolidated Fixed Charge Coverage Ratio (as described below) of not less than the applicable ratio set forth below.

Period	Fixed Charge Coverage Ratio
Closing Date – 9/30/2013	1.10 to 1.00
12/31/2013 and thereafter	1.20 to 1.00

“Fixed Charge Coverage Ratio” shall be defined to be calculated as follows: “(LTM EBITDA + LTM non-cash provision expenses (not to exceed $3,000,000) – LTM capital expenditures – LTM distributions to shareholders for taxes (if the Borrower is a subchapter S corporation) or LTM taxes (if the Borrower is not a subchapter S corporation) / LTM interest expenses (pro forma annualized for first 4 quarters) + LTM scheduled amortization (pro forma annualized for first 4 quarters))”. Financial covenants shall be calculated without giving effect to any election by the Borrower or any of its subsidiaries to value any of its indebtedness or liabilities at “fair value” pursuant to Accounting Standards Codification 825-10-25 (formerly referred to as Statement of Financial Account ing Standards 159) or any other accounting standards codification or financial accounting standard having a similar result or effect.

The following tax amounts shall be used for the purpose of calculating Fixed Charge Coverage Ratio:

Period	Taxes
12/31/2009-3/31/2010	$750,000
3/31/2010-6/30/2010	$775,000
6/30/2010-9/30/2010	$950,000
9/30/2010-12/31/2010	$1,225,000

For purposes of determining compliance with the financial covenants, any common equity cash contribution made to the Borrower after the end of the relevant fiscal quarter and on or prior to the day that is five business days after the day on which financial statements are required to be delivered for such fiscal quarter will, at the request of the Borrower, be included in the calculation of EBITDA for the purposes of determining compliance with the financial covenants at the end of such fiscal quarter and applicable subsequent periods (any such equity contribution so included in the calculation of EBITDA,

the “Specified Equity Contribution”); provided, that (a) during the term of the Facilities, (i) no more than four Specified Equity Contributions shall be made and (ii) 50% of each such contribution shall be used to prepay the Term Loans by application, pro rata, against remaining amortization payments, (b) the amount of the Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the financial covenants, (c) the Specified Equity Contribution shall be disregarded for purposes of determining any baskets with respect to the covenants contained in the Credit Documentation and (d) there shall be no pro forma reduction in indebtedness with the proceeds of the Specified Equ ity Contribution for determining compliance with the financial covenants.


	Negative Covenants:	Limited to: limitations on: indebtedness; liens; mergers, consolidations, liquidations and dissolutions; sales of assets; dividends and other payments in respect of equity interests; investments, loans, advances, guarantees and acquisitions; capital expenditures; optional payments and modifications of subordinated debt instruments; transactions with affiliates; sale and leasebacks; swap agreements; capital expenditures; changes in fiscal year; restrictive agreements; changes in lines of business; and amendments to Acquisition Documents.

	Events of Default:	Limited to: nonpayment of principal when due; nonpayment of interest, fees or other amounts after a grace period to be agreed upon; material inaccuracy of representations and warranties; Credit Documentation ceasing to be in full force and effect or any party thereto so asserting; violation of covenants (subject, in the case of certain affirmative covenants, to a grace period to be agreed upon); cross-default; bankruptcy events; the Borrower or any of its subsidiaries or any other Guarantor or Samstock becoming unable, admitting in writing its inability or failing generally to pay its debts as they become due; certain ERISA events; material judgments; a change of control (the definition of which is to be agreed); and failure to consummate the Acquisition within 2 business days of the initial funding of the initial Loans (provided that the failure to so consummate the Acquisition shall not constitute an Event of Default if the Samstock Purchase shall have been consummated in accordance with the terms of the Samstock Agreement).

	Voting:	Amendments and waivers with respect to the Credit Documentation shall require the approval of Lenders holding at least 662/3% of the aggregate amount of the Term Loans, Revolving Credit Loans, participations in Letters of Credit and Swing Line Loans and unused commitments under the Revolving Credit Facility (or, if there are only two Lenders, both Lenders), except that (a) the consent of each Lender directly and adversely affected thereby shall be required with respect to (i) reductions in the amount or extensions of the scheduled date of amortization or final maturity of any Loan (for the avoidance of doubt, excluding mandatory prepayments), (ii) reductions in the rate of interest or any fee or extensions of any due date thereof and (iii) increases in the amount or extensions of the expiry date of any Lender’s commitment and (b) the consent of 100% of the Lenders shall be required with respect to (i) modifications to any of the voting percentages and (ii) releases of all or substantially all of the Collateral or Guarantors. The Credit Documentation shall contain customary provisions for replacing (i) Lenders that have made indemnification claim for increased costs and (ii) non-consenting Lenders in connection with certain amendments and waivers.

	Assignments and Participations:	The Lenders shall be permitted to assign all or a portion of their Loans and commitments with the consent, not to be unreasonably withheld, of (a) the Borrower (provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five business days after having received notice thereof), unless (i) the assignee is a Lender, an affiliate of a Lender or an approved fund or (ii) an Event of Default has occurred and is continuing, (b) the Administrative Agent, unless a Term Loan is being assigned to a Lender, an affiliate of a Lender or an approved fund and (c) the Issuing Lender, unless a Term Loan is being assigned to a Lender, an affiliate of a Lender or an approved fund. In the case of partial assignments (other than to another Lender, to an affiliate of a Lender or an approved fund), the minimum assignment amount shall be $5,000,000, in the case of a commitment under the Revolving Credit Facility, and $1,000,000, in the case of a Term Loan, unless otherwise agreed by the Borrower and the Administrative Agent. The Administrative Agent shall receive a processing and recordation fee of $3,500 in connection with all assignments.

		The Lenders shall also be permitted to sell participations in their Loans. Participants shall have the same benefits as the Lenders with respect to yield protection and increased cost provisions. Voting rights of participants shall be limited to those matters with respect to which the affirmative vote of the Lender from which it purchased its participation would be required as described under “Voting” above. Pledges of Loans in accordance with applicable law shall be permitted without restriction. Promissory notes shall be issued under the Facilities only upon request.

	Yield Protection:	The Credit Documentation shall contain customary provisions (a) protecting the Lenders against increased costs or loss of yield resulting from changes in reserve, tax, capital adequacy and other requirements of law and from the imposition of or changes in withholding or other taxes and (b) indemnifying the Lenders for “breakage costs” incurred in connection with, among other things, any prepayment of a Eurodollar Loan (as defined in Annex I) on a day other than the last day of an interest period with respect thereto.

	Expenses and Indemnification:	The Borrower shall pay (a) all reasonable out-of-pocket expenses of the Administrative Agent and the Lead Arrangers and their affiliates associated with the syndication of the Facilities and the preparation, execution, delivery and administration of the Credit Documentation and any amendment or waiver with respect thereto (including the reasonable fees, disbursements and other charges of counsel) and (b) all out-of-pocket expenses of the Administrative Agent and the Lenders (including the fees, disbursements and other charges of counsel) in connection with the enforcement of the Credit Documentation.

		The Administrative Agent, the Lead Arrangers, the Lenders and their affiliates and the respective officers, directors, employees, advisors and agents of such persons will have no liability for, and will be indemnified and held harmless against, any loss, liability, cost or expense incurred in respect of the financing contemplated hereby or the use or the proposed use of proceeds thereof (except to the extent determined by a court by a final and nonappealable judgment to have resulted from (i) the gross negligence or willful misconduct of such indemnified person, its affiliates or any of their respective officers, directors, employees, agents and controlling persons (such officers, directors, employees, agents and controlling persons, its “related parties”) or (ii) any material breach of the obligations of such indemnified person (or any of its affiliates or related parties) under the Credit Documentation) pursuant to a claim made by the Borrower.

	Defaulting Lenders:	The Credit Documentation will contain the Administrative Agent’s customary provisions in respect of defaulting lenders.

	Governing Law and Forum:	State of New York.

	Counsel to the Administrative Agent:	Sidley Austin LLP.

Annex I

Interest and Certain Fees

Interest Rate Options:	The Borrower may elect that the Loans comprising each borrowing bear interest at a rate per annum equal to:

		the ABR plus the Applicable Margin; or

		the Adjusted LIBO Rate plus the Applicable Margin;

	provided that all Swing Line Loans shall bear interest based upon the ABR.

	As used herein:
	“ABR” means the greatest of (i) the rate of interest publicly announced by JPMCB as its prime rate in effect at its principal office in New York City (the “Prime Rate”), (ii) the federal funds effective rate from time to time plus 0.5% and (iii) the Adjusted LIBO Rate for a one month interest period on the applicable date plus 2.50%.

	“Adjusted LIBO Rate” means the LIBO Rate, as adjusted for statutory reserve requirements for eurocurrency liabilities and other applicable mandatory costs.

	“Applicable Margin” means a percentage determined in accordance with the pricing grid attached hereto as Annex I-A.

	“LIBO Rate” means the rate at which eurodollar deposits in the London interbank market for one, two, three or six months (as selected by the Borrower) are quoted on the applicable Reuters screen.

Interest Payment Dates:	In the case of Loans bearing interest based upon the ABR (“ABR Loans”), quarterly in arrears.

	In the case of Loans bearing interest based upon the Adjusted LIBO Rate (“Eurodollar Loans”), on the last day of each relevant interest period and, in the case of any interest period longer than three months, on each successive date three months after the first day of such interest period.

Commitment Fees:	The Borrower shall pay a commitment fee calculated at the rate prescribed in the pricing grid attached hereto as Annex I-A on the average daily unused amount of the Revolving Credit Facility, payable quarterly in arrears. For purposes of calculating the commitment fee, Swing Line Loans shall not be considered usage of the Revolving Credit Facility.

Letter of Credit Fees:	The Borrower shall pay a commission on all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans on the face amount of each such Letter of Credit. Such commission shall be shared ratably among the Lenders under the Revolving Credit Facility and shall be payable quarterly in arrears.

	A fronting fee equal to 0.25% per annum on the face amount of each Letter of Credit shall be payable quarterly in arrears to the Issuing Lender for its own account. In addition, customary administrative, issuance, amendment, payment and negotiation charges shall be payable to the Issuing Lender for its own account.

Default Rate:	After default, the applicable interest rate and Letter of Credit fee will be increased by 2% per annum (and new Eurodollar Loans may be suspended). Overdue interest, fees and other amounts shall bear interest at 2% above the rate applicable to ABR Loans.

Rate and Fee Basis:	All per annum rates shall be calculated on the basis of a year of 360 days (or 365/366 days, in the case of ABR Loan the interest rate payable on which is then based on the Prime Rate) for actual days elapsed.

Annex I-A

Pricing Grid

Pricing Level	Total Leverage Ratio	Commitment Fee	Applicable Margin for Eurodollar Loans	Applicable Margin for ABR Loans
Level I	< 2.00 to 1.00	0.25%	2.75%	1.75%
Level II	> 2.00 to 1.00 but < 2.50 to 1.00	0.25%	3.25%	2.25%
Level III	> 2.50 to 1.00 but < 3.00 to 1.00	0.375%	3.75%	2.75%
Level IV	> 3.00 to 1.00	0.375%	4.25%	3.25%

If at any time the Borrower fails to deliver the quarterly or annual financial statements or certificates required under the Credit Documentation on or before the date such statements or certificates are due, Pricing Level IV shall be deemed applicable for the period commencing three (3) business days after such required date of delivery and ending on the date which is three (3) business days after such statements or certificates are actually delivered, after which the Pricing Level shall be determined in accordance with the table above as applicable.

Except as otherwise provided in the paragraph below, adjustments, if any, to the Pricing Level then in effect shall be effective three (3) business days after the Administrative Agent has received the applicable financial statements and certificates (it being understood and agreed that each change in Pricing Level shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change).

Notwithstanding the foregoing and subject to the opening pro forma Total Leverage Ratio on the Closing Date, Pricing Level IV shall be deemed to be applicable until the Administrative Agent’s receipt of the applicable financial statements for the Borrower’s fourth full fiscal quarter ending after the Closing Date and adjustments to the Pricing Level then in effect shall thereafter be effected in accordance with the preceding paragraphs.

EX-3 3 exhibit_3.htm EQUITY COMMITMENT LETTER exhibit_3.htm

EXHIBIT 3

STRICTLY CONFIDENTIAL

KELLIE ZELL IRREVOCABLE TRUST

MATTHEW ZELL IRREVOCABLE TRUST

JOANN ZELL GILLIS IRREVOCABLE TRUST

October 28, 2010

EGI Acquisition Parent, L.L.C.

c/o Equity Group Investments, L.L.C.

Two North Riverside Plaza

Suite 600

Chicago, Illinois 60606

Re: Agreement and Plan of Merger with Rewards Network Inc.

Ladies and Gentlemen:

Reference is made to the Agreement and Plan of Merger, dated as of October 28, 2010 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Rewards Network Inc., a Delaware corporation (the “Company”), EGI Acquisition Parent, L.L.C., a Delaware limited liability company (“Parent”), and EGI Acquisition, L.L.C., a Delaware limited liability company and a wholly owned subsidiary of Parent (“Purchaser”), pursuant to which Purchaser will commence a tender offer (the “Offer”) for all of the outstanding common stock, par value $0.02 per share, of the Company (other than 1,254,901 shares which will be transferred to Purchaser prior to execution of the Merger Agreement), to be followed by a merger of Purchaser with and into the Company, all on the terms and subject to the conditions set forth in the Merger Agreement (the “Transaction”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement. This letter agreement is being delivered to Parent in connection with the execution of the Merger Agreement by the Company, Parent and Purchaser.

This letter agreement confirms the commitment of the undersigned, subject to the conditions set forth herein, to purchase, or cause an assignee permitted by the fifth paragraph of this letter agreement (a “Permitted Assignee”) to purchase, equity securities of Parent immediately prior to the Acceptance Date for an aggregate purchase price of Sixty-One Million Six Thousand Three Hundred Thirteen Dollars ($61,006,313) (collectively, the “Commitment”) solely to the extent necessary to pay the Offer Price, Merger Consideration and the amounts to be paid pursuant to Section 3.09 of the Merger Agreement pursuant to and in accordance with the Merger Agreement and to pay fees and expenses conte mplated thereby and for no other purposes; provided, however, that the undersigned and its Permitted Assignees shall not, under any circumstances, be obligated to contribute to, purchase equity of or otherwise provide funds to Parent or Purchaser in any amount in excess of the Commitment. The obligation of the undersigned and its Permitted Assignees to fund the Commitment is subject to (i) Parent having received (simultaneously with such funding) the proceeds of a $56,666,667 debt financing on the terms and conditions described in the amended and restated commitment letter of J.P. Morgan Securities LLC, JPMorgan Chase Bank, N.A., The PrivateBank and Trust Company and Bank Leumi, dated as of October 28, 2010 (the “Debt Financing”) and (ii) satisfaction or waiver of the conditions of Parent and Purchaser to consummate the Transaction as set forth in the Merger Agreement and the terms of this letter agreement, and the funding hereunder will occur contemporaneously with the consummation of the Transaction; provided that if amount of the Debt Financing as of the Acceptance Date is between $56,666,667 and $60,000,000, the Commitment shall be reduced by the amount that the Debt Financing exceeds $56,666,667.

This letter agreement, and the undersigned’s obligation to fund the Commitment, will terminate automatically and immediately upon the earliest to occur of (a) the Closing (at which time the obligation shall be discharged), (b) the termination of the Merger Agreement and (c) the assertion by the Company or any of its affiliates in any litigation or other proceeding of any claim or suit under or in connection with the Merger Agreement.

The undersigned represents and warrants to Parent that: (i) the undersigned has the requisite capacity and authority to execute and deliver this letter agreement and to fulfill and perform the undersigned’s obligations hereunder; (ii) the execution, delivery and performance of this letter agreement by the undersigned has been duly and validly authorized and approved by all necessary limited partnership or trust action, and no other proceedings or actions on the part of the undersigned are necessary therefor; (iii) this letter agreement has been duly and validly executed and delivered by the undersigned and constitutes a legal, valid and binding agreement of the undersigned enforceable by Parent against the undersigned in accordance with its terms; (iv) it has cash on hand and cash available in excess of the amount of the Commitment ; and (v) the execution, delivery and performance by the undersigned of this letter agreement do not and will not (A) violate the organizational documents of the undersigned, (B) violate any applicable law or (C) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, any contract to which the undersigned is a party.

The rights and obligations under this letter agreement may not be assigned by any party hereto without the prior written consent of Parent and the undersigned, and any attempted assignment shall be null and void and of no force or effect, except as permitted in this paragraph. Notwithstanding the foregoing, the undersigned may assign all or a portion of its obligations to fund the Commitment to one or more person(s) controlling, controlled by or under common control with, the undersigned that agree to assume the undersigned’s obligations hereunder; provided, however, that no such assignment shall relieve the undersigned of its obligations under this letter agreement. This letter agreement may not be terminated or amended, and no provision hereof waived or m odified, except by an instrument in writing signed by Parent and the undersigned, except that this letter agreement may be amended by sole action of the undersigned solely to reflect the addition of one or more Permitted Assignees of all or a portion of the undersigned’s obligations to fund the Commitment as and to the extent provided for in the immediately preceding sentence.

No person other than Parent shall be entitled to rely upon this letter agreement. This letter agreement shall be binding upon each party hereto and shall inure solely to the benefit of each party hereto, and nothing set forth in this letter agreement shall be construed to confer upon or give to any other person any benefits, rights or remedies hereunder or by reason hereof.

Notwithstanding anything that may be expressed or implied in this letter agreement, Parent, by its acceptance of the benefits of this letter agreement, covenants, agrees and acknowledges that no person other than the undersigned (and to the extent a portion of the Commitment is assigned to one or more Permitted Assignees, such Permitted Assignees) shall have any liability or obligation relating to or arising from this letter agreement or the transactions contemplated hereby, whether based on contract, tort or strict liability, and that, notwithstanding that the undersigned (and to the extent a portion of the Commitment is assigned to one or more Permitted Assignees, such Permitted Assignees) may be a partnership, no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any former, current or future direct or indirect equity holder, controlling person, stockholder, director, officer, employee, member, manager, agent, affiliates, general or limited partner or assignee of the undersigned (and to the extent a portion of the Commitment is assigned to one or more Permitted Assignees, such Permitted Assignees) or any former, current or future direct or indirect equity holder, controlling person, stockholder, director, officer, employee member, manager, agent, affiliate, general or limited partner or assignee (other than a Permitted Assignee) of any of the foregoing (collectively, but not including the undersigned, each an “Affiliated Party”), whether by or through attempted piercing of the corporate or partnership veil, by or through a claim by or on behalf of the undersigned or any other party against an Affiliated Party, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any s tatute, regulation or applicable law or otherwise, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Affiliated Party, as such, for any obligations of the undersigned (and to the extent a portion of the Commitment is assigned to one or more Permitted Assignees, such Permitted Assignees) under this letter agreement or any documents or instruments delivered in connection herewith or for any claim based on, in respect of, or by reason of such obligations or their creation.

This letter agreement may only be enforced by Parent at the direction of its members, and no third party, including Parent’s creditors, shall have any right to enforce this letter agreement or to cause Parent to enforce this letter agreement; provided that the Company is an intended third-party beneficiary to the agreements made in this letter agreement between Parent, on the one hand, and the undersigned, on the other hand, and shall have the right to enforce such agreements subject to the conditions set forth above.

This letter agreement shall be treated as confidential and is being provided to Parent solely in connection with the transactions contemplated by the Merger Agreement. This letter agreement may not be used, circulated, quoted or otherwise referred to in any document, except with the prior written consent of the undersigned. The foregoing notwithstanding, and without prejudice to the sixth paragraph of this letter agreement, this letter agreement may be provided to the Company if the Company agrees to treat this letter agreement as confidential, except that the Company and the undersigned may disclose the existence of this letter agreement to the extent required by law, the applicable rules of any national securities exchange, including if so required in connection with any SEC filings relating to the transactions contemplated by the Merger Agreement.

This letter agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between the undersigned or any of its affiliates and any other person with respect to the subject matter hereof. Any term or provision of this letter agreement that is invalid or unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction; provided, however, that this letter agreement may not be enforced without giving effect to the provisions of the sixth and se venth paragraph hereof. No party hereto shall assert, and each party shall cause its respective affiliates not to assert, that this letter agreement or any part hereof is invalid, illegal or unenforceable.

This letter agreement may be executed in counterparts and by facsimile. This letter agreement shall be governed by, and construed and interpreted in accordance with, the Laws of the State of New York, without giving effect to any law that would cause the laws of any jurisdiction other than the State of New York to be applied. The parties hereto hereby (a) submit to the exclusive jurisdiction of any state court sitting in New York City or any federal court sitting in the Southern District of New York for the purpose of any action arising out of or relating to this letter agreement brought by any party hereto and (b) irrevocably waive, in any such action, any claim of improper venue or any claim that such courts are an inconvenient forum.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT AND/OR THE TRANSACTIONS CONTEMPLATED HEREBY.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this letter agreement by returning to us an executed counterpart of this letter agreement not later than 9:00 a.m., New York City time, on October 28, 2010. This offer will automatically expire at such time if we have not received such executed counterpart in accordance with the preceding sentence. In the event that the purchase of equity securities of Parent pursuant to this letter agreement does not occur on or before the Expiration Date, then this letter agreement and the commitments hereunder shall automatically terminate unless we shall, in our discretion, agree to an extension. “Expiration Date” means the earliest of (i) December 31, 2010, (ii) the closing of the Transaction without the use of the C ommitment hereunder or (iii) the written termination of the Merger Agreement prior to closing of the Transaction.

SIGNATURE PAGE FOLLOWS

Very truly yours,

KELLIE ZELL IRREVOCABLE TRUST

By: Chai Trust Company, LLC, Trustee

By: /s/ Philip G. Tinkler

Philip G. Tinkler, Chief Financial Officer

MATTHEW ZELL IRREVOCABLE TRUST

By: Chai Trust Company, LLC, Trustee

By: /s/ Philip G. Tinkler

Philip G. Tinkler, Chief Financial Officer

JOANN ZELL IRREVOCABLE TRUST

By: Chai Trust Company, LLC, Trustee

By: /s/ Philip G. Tinkler

Philip G. Tinkler, Chief Financial Officer

Accepted and Acknowledged:

EGI ACQUISITION PARENT, L.L.C.

By: /s/ Philip G. Tinkler

Name: Philip G. Tinkler

Title: Vice President and Treasurer

[Signature Page to Equity Commitment Letter]