Presentation of Moelis & Company

[

]

Disclaimer

Moelis & Company (“Moelis”) prepared this presentation for the Special Committee of the Board of Directors of Lion (the

“Company”) based on publicly available information and non-public information that the Company’s management

supplied to us. Moelis has not and does not intend to verify independently any of such information, all of which Moelis

assumes is accurate and complete in all material respects. If this presentation contains projections, forecasts or other

forward-looking

statements,

Moelis

assumes

that

they

were

prepared

based

the

best

available

estimates

the

future

events underlying such statements. This presentation speaks only as of its date and Moelis assumes no duty to update it or

to advise any person that its conclusions or advice has changed.

This

presentation

solely

for

your

information

purposes

only.

Consider

along

with

all

other

facts,

advice

and

its

own

insights before making your own independent decisions. Do not provide a copy of this presentation to any person without

Moelis’

prior consent. No other person should rely on it for any purpose.

This presentation is not an offer to sell or a solicitation of an indication of interest to purchase any security, option,

commodity, future, loan or currency. It is not a commitment to underwrite any security, to loan any funds or to make any

investment. Moelis does not offer tax, accounting or legal advice.

Moelis & Company provides mergers and acquisitions, restructuring and other advisory services to clients and its affiliates

manage private investment partnerships. Its personnel may make statements or provide advice that is contrary to

information contained in this material. Our proprietary interests may conflict with your interests. Moelis may from time to

time have positions in or effect transactions in securities described in this presentation. Moelis & Company may have

advised, may seek to advise and may in the future advise or invest in companies mentioned in this presentation.

[

]

Transaction Background

The Special Committee held numerous calls and meetings with its advisors to review Toucan’s initial proposal and strategic

alternatives in the subsequent weeks

Conducted a comprehensive review of strategic alternatives available to Lion

Authorized

Moelis

conduct

market

check

–

Moelis

has contacted 70 potential buyers to date, with 13 CIMs

delivered and an initial bid date in mid-November

Determined that the consideration provided to Lion minority shareholders per Toucan’s initial proposal will not be

adequate based on Toucan’s assumptions

Special Committee

Initial Review

On September 15, the Special Committee received additional detail from Toucan and Jefferies (his financial advisor)

regarding his proposal

Toucan’s initial offer contemplated the following:

Spin-out of Sabre to all Lion shareholders

Minority shareholders would receive 66.1% and Toucan would receive 33.9% of Sabre (vs. current Lion ownership of

44.9% and 55.1%, respectively)

The proposal offered an implied $15.61 per share consideration to Lion minority shareholders in the form of new Sabre

stock premised on the following assumptions: (i) approximately $30 million of standalone EBITDA and $10 million of

standalone net income; (ii) a 15.5x 2010E P/E trading multiple and (iii) $92 million of funded Sabre debt

Toucan Initial Offer

On August 14, Lion’s Board of Directors appointed a special committee comprised solely of independent directors of the

Company

and

authorized

the

Special

Committee

review

strategic

alternatives

for

the

Company,

including

possible

sale

the Company

The Special Committee retained independent legal counsel and engaged Moelis & Company as its financial advisor

on September 9

On September 9, Lion issued a press release stating the following:

Special

Committee

independent

directors

was

formed

August

On September 4, the Special Committee received a letter from Toucan, Chairman, President and CEO of Lion,

expressing his desire to enter into formal discussions with the Special Committee regarding a going-private

transaction and a related tax-free spin-off of the Company’s wholly-owned subsidiary, Sabre

The Special Committee informed Toucan that it will not be prepared to make a recommendation regarding any

transaction

with

him,

all,

unless

and

until

such

time

that

has

had

the

opportunity

explore

other

alternatives

part

the

Committee’s

review

strategic

alternatives,

the

Committee

instructed

Moelis

solicit

third-party

indications of interest for a potential acquisition of or a transaction involving Lion

Toucan filed a Schedule 13D on September 9 disclosing his proposal

Lion Press Release and

Toucan 13D Filing

TRANSACTION BACKGROUND

Set

forth

below

transaction timeline since the formation of the Special Committee for the

Committee’s reference

[

]

Transaction Background (cont.)

The Special Committee met with its advisors in New York on October 27 to review Toucan’s revised $13.00 per share cash proposal

Special Committee

Review of Toucan

Revised Proposal

The Special Committee, Moelis and Cadwalader, Wickersham & Taft LLP (the Committee’s legal counsel, “CWT”) met with Toucan

and his advisors on October 27

—

Presented preliminary valuation views which highlighted that an appropriate valuation would be above the $13.00 revised

proposal

Toucan and his advisors provided revised assumptions and an updated capitalization table for the transaction on October 28

After discussions with its advisors, the Special Committee determined that Toucan’s proposal was inadequate

The Special Committee, Moelis and CWT met with Toucan and his advisors on October 28 to review revised draft valuation

materials considering revised assumptions

At this meeting, the Special Committee formally rejected Toucan’s proposal as inadequate

At this time, Toucan submitted a revised proposal of either $13.75 cash consideration or a revised Sabre proposal with lower debt

($80mm vs. $92mm) and lower Toucan ownership (27.5% vs. 33.9%)

On October 28, the Special Committee, Toucan and their advisors engaged in negotiations throughout the day

—

The Special Committee rejected the $13.75 per share cash proposal as inadequate

—

Toucan

later

submitted

increased

proposal

$14.00

per

cash,

which

the

Committee

again

rejected

inadequate

—

Toucan then submitted another increased proposal of $14.25 per share in cash, which was again rejected by the Committee as

inadequate

—

Toucan submitted a best and final offer of $14.75 per share in cash

Negotiation and

Agreement with

Toucan

A Lion board meeting is scheduled for Tuesday, November 3 to consider the transaction

Current Status

Toucan submitted a revised proposal as an alternative to the Sabre proposal to the Special Committee on October 22

The revised proposal offered the following:

—

$13.00 per share in cash consideration as an alternative to the Sabre proposal

The Special Committee received a highly confident letter from Jefferies on October 23 for up to $600 million of debt financing in

connection with Toucan’s revised proposal

—

Subject to market, diligence and approval conditions

Toucan Revised

Proposal

The Special Committee determined that, as offered, the value of Toucan’s initial proposal would be below the stated $15.61 per

share due to a number of economic and non-economic issues related to Toucan’s valuation assumptions

The

Special

Committee

formally

rejected

the

initial

proposal

and

offered

Toucan

the

opportunity

submit

revised

proposal

October 21

Response to Toucan

TRANSACTION BACKGROUND

[

]

Summary of Toucan Proposal

SUMMARY OF TOUCAN PROPOSAL

Notes: Adj. EBITDA is adjusted for one-time items including discontinued operations

Unaffected references one-day prior to announcement price on September 8, 2009

Debt as of December 31, 2009. Adjusted for required working capital payments of approximately $15mm for the Restaurant Group

Cash as of December 31, 2009 of $27.6mm is shown net of minimum cash for Lion of $13mm (includes $10mm of Goose cage cash) and $13mm of required Goose working capital / construction payments

Based on financials provided by management on October 28, 2009

Cash

Unaffected

Current

Proposal

($ in millions, except per share data)

9/8/2009

10/30/2009

10/22/09

Offer

Implied Premiums At Offer

Lion Share Price

$10.86

$10.90

$13.00

$14.75

Premium to:

Statistic

Premium

Fully Diluted Shares Outstanding

16.240

16.241

16.288

16.317

Current (10/30/09)

$10.90

35.3%

Fully Diluted Equity Value

$176

$177

$212

$241

1-Day Prior to 10/22/09 Proposal

10.50

40.5%

Plus

: Debt ²

981

1-Day Prior -

Unaffected Price (9/8/09)

$10.86

35.8%

Less: Excess Cash

(2)

1-Week Prior to Unaffected Avg. Price

10.27

43.6%

Total Enterprise Value

$1,155

$1,156

$1,191

$1,220

30-Day Prior to Unaffected Avg. Price

9.54

54.6%

60-Day Prior to Unaffected Avg. Price

9.32

58.2%

Implied Valuation Multiples

1-Week Prior to Current Avg. Price

$11.35

30.0%

30-Day Prior to Current Avg. Price

10.96

34.6%

Statistic

Multiples

60-Day Prior to Current Avg. Price

10.89

35.4%

Public Filings and IBES Estimates:

LTM Prior to Current Avg. Price

9.22

60.0%

TEV / LTM 6/30/09 Revenues

$1,082

1.1x

LTM Prior to Current High Price

12.87

14.6%

TEV / 2009E Revenues

1,038

1.1x

1.2x

LTM Prior to Current Low Price

3.60

309.7%

TEV / 2010E Revenues

1,052

1.1x

1.2x

TEV / LTM 6/30/09 Adj. EBITDA

$187

6.2x

6.4x

6.5x

TEV / 2009E Adj. EBITDA

180

6.4x

6.6x

6.8x

TEV / 2010E Adj. EBITDA

180

6.4x

6.6x

6.8x

LTM 6/30/09 P / E

$0.77

14.2x

17.0x

19.3x

2009E P / E

(0.35)

2010E P / E

Management Projections:

TEV / 2009E Revenues

$1,067

1.1x

TEV / 2010E Revenues

1,084

1.1x

TEV / 2009E Adj. EBITDA

$174

6.7x

6.9x

7.0x

TEV / 2010E Adj. EBITDA

183

6.3x

6.5x

6.7x

2009E P / E

($0.60)

2010E P / E

(1.08)

[

]

The go-shop period will end the later of December 17, 2009 or the consummation of the debt financing

Go-Shop / Solicitation

Break-up fees include the following:

Lion pays (a) for Toucan’s expenses up to $3.5mm if the Company breaches or if the Company does not hold the

Special Meeting by May 31, 2010; (b) a $4.8mm termination/break-up fee for a deal identified after the go-shop

period and a $2.4mm termination fee for an alternative deal identified during the go-shop period

Toucan pays a reverse break-up fee of $20mm if Toucan breaches, if Toucan’s equity commitment is breached or if

debt financing is not completed, but not if failure of debt financing due to an act of God or specified adverse and

material change in market conditions

Break-Up Fees

$14.75 per share in cash

Total consideration to minority shareholders of approximately $108 million

Implies a Total Enterprise Value (“TEV”) of $1,220 million and an Equity Value of $241 million

Purchase Price and

Consideration

TEV / LTM EBITDA: 6.5x

TEV / 2009E EBITDA: 7.0x

TEV / 2010E EBITDA: 6.7x

LTM P/E: 19.3x; negative projected EPS for 2009E and 2010E periods

Implied Purchase

Multiples ¹

Debt and equity financing is a condition to closing

Equity commitment letter requires Toucan to rollover his equity and provide a cash equity commitment of $40mm

(enforceable by Lion)

No committed debt financing

Highly Confident debt financing letter and term sheets received from Jefferies and Wells Fargo Foothill

Jefferies was Co-Lead Arranger and Wells Fargo Foothill is Administrative Agent on Lion’s current credit facility

Letter

and

term

sheets

cover

debt

financing

$625mm

and

the

debt

financing

subject

certain

conditions

including satisfactory market conditions, due diligence, Jefferies engagement letter and Jefferies underwriting

committee approval

Expect to amend existing $210mm credit facility as follows: increase to $235mm ($75mm revolver, increased from

$50mm,

and

$160mm

term

loan);

L+600

bps

(unchanged)

with

2.00%

LIBOR

floor

(reduced

from

3.50%)

and

75bps commitment fee (increased from 50bps); extend maturity to 4 years. Rate must not exceed L+750bps or the

agreement can be terminated by Toucan

$390mm

new

Senior

Secured

Notes

–

rate

must

not

exceed

13.5%

the

agreement

can

terminated

Toucan

Financing

Must be approved by a majority of minority of shareholders

HSR

Approvals

Outside date of May 31, 2010

Key Dates

DRAFT MERGER AGREEMENT SUMMARY

Draft Merger Agreement Summary

The following summarizes transaction provisions of the draft merger agreement

Note:

Projections per management

[

]

Transaction Sources and Uses

Set forth below are sources and uses of funds for the transaction as provided by Toucan

SOURCES

($ in millions)

Amount

New Revolver ¹

$37

2.9%

New Term Loan

160

12.7%

New Senior Secured Notes

390

31.0%

Existing 7.5% / 9.5% Notes

0.1%

Rollover Holiday Inn Debt

0.8%

Rollover Goose Debt

488

38.8%

Rollover Equity

131

10.4%

Toucan New Equity

3.2%

Total Sources ²

$1,258

100.0%

USES

($ in millions)

Amount

Accrued Interest

$16

1.2%

Refinance Existing Revolver ³

2.1%

Refinance Existing Term Loan

158

12.6%

Refinance Existing Senior Secured Notes

296

23.5%

Existing 7.5% / 9.5% Notes

0.1%

Rollover Holiday Inn Debt

0.8%

Rollover Goose Debt

488

38.8%

Rollover Equity

131

10.4%

Purchase of Common Equity

107

8.5%

Options

0.2%

Fees & Expenses

1.7%

Total Uses ²

$1,258

100.0%

Notes:

Revolver capacity of $75 million

Corresponds to transaction value shown previously; difference is

accrued interest, fees and expenses and excess cash

Adjusted for required working capital payments of approximately $15mm

RECONCILIATION TO TOTAL DEBT

Amount

Existing Revolver ³

$27

Existing Term Loan

158

Existing Senior Secured Notes

296

Existing 7.5% / 9.5% Notes

Holiday Inn Debt

Goose Debt

488

Reconciliation to Total Debt

$981

Based on information provided by Toucan on October 30 assuming a $14.75 per share purchase price

[

]

Lion Pro Forma Capitalization

Set forth below is a pro forma capitalization for the transaction

12/31/09E PRO FORMA CAPITALIZATION

Notes:

$27.6mm cash balance net of $13mm of required Goose working capital / construction payments

Existing restaurant revolver capacity of $50 million

New revolver capacity of $75 million

Adjustments

($ in millions)

12/31/09E

Debits

Credits

12/31/09E

Cash ¹

$15

Restaurant Group

Existing Restaurant Revolver ²

$27

Existing WFF Term Loan

158

Existing Senior Secured Notes

296

New Revolver ³

New Term Loan

160

New Senior Secured Notes

390

7.50% Senior Notes

9.50% Senior Notes

Holiday Inn

Total Restaurant Group Debt

$492

$598

Restaurant Group Debt / 2009E EBITDA

3.6x

4.3x

Adj. Restaurant Group Debt / 2009E EBITDAR

4.7x

5.3x

Goose

Revolver

$27

First Lien Term Loan

209

Delayed Draw Term Loan

117

Second Lien Term Loan

132

LGE / Kronberg

Land Note

Total Goose Debt

$488

Goose Debt / 2009E EBITDA

13.8x

Total Debt

$981

$1,087

Toucan Equity

$131

$135

Minority Equity

107

Options

Total Equity

$241

$135

Total Debt / 2009E EBITDA

5.6x

6.3x

[

]

Recent Share Price Performance

Share price performance over the last two years

SHARE PRICE PERFORMANCE—LAST TWO YEARS

Source: Capital IQ

9/9/09

–

Announces Toucan’s

intention to negotiate a transaction

9/4/09

–

Toucan submits letter

regarding go-private transaction

(undisclosed)

8/14/09

–

Special Committee is

formed to explore strategic

alternatives (undisclosed)

2/13/09

–

Closes on $296 million of

senior secured notes and a $216

million senior secured credit facility

1/12/09

–

Terminates previously

announced go-private transaction

with Toucan

10/18/08

–

Board approves

amendment to merger agreement to

be acquired for $13.50 / share

8/8/08

–

“Go-shop”

period ends

6/18/08

–

Enters into definitive

agreement to be acquired by Toucan

for $21.00 / share

4/4/08

–

Board receives letter from

Toucan with offer to acquire the

Company for $21.00 / share

1/28/08

–

Board

receives letter from

Toucan with offer

to acquire

Company for

$23.50 / share

Lion’s share price has declined ~60% over the past two years

Offer: $14.75

$10

$15

$20

$25

$30

$35

10/30/2007

2/29/2008

6/30/2008

10/30/2008

2/28/2009

6/30/2009

10/30/2009

0.0

0.5

1.0

1.5

2.0

2.5

3.0

3.5

Volume

Price

Offer ($14.75)

[

]

Indexed Share Price Performance

Relative share price performance over the last two years

RELATIVE SHARE PRICE PERFORMANCE—LAST TWO YEARS

Source: Capital IQ

Notes:

Gaming index includes Ameristar Casinos, Boyd Gaming, Isle of Capri, Monarch Casino & Resort, Penn National Gaming and Pinnacle Entertainment

Restaurants index includes Brinker International, Darden Restaurants, O’Charley’s, Red Robin Gourmet Burgers, Ruby Tuesday, Texas Roadhouse, BJ’s Restaurants, California Pizza Kitchen, Cheesecake

Factory, PF Chang’s China Bistro, McCormick & Schmick’s, Morton’s Restaurant Group and Ruth’s Hospitality Group

100

120

10/30/07

2/29/08

6/30/08

10/30/08

2/28/09

6/30/09

10/30/09

Lion

Gaming ¹

Restaurants ²

S&P 500

Lion: (61%)

Gaming: (66%)

Restaurants: (34%)

S&P 500: (32%)

Lion

traded

approximately

line

with

the

restaurant

peer

group

until

2008,

when

began

track

the

gaming

index more closely

[

]

Valuation Framework

Key Metrics

Methodology

Comparable

public

trading

multiples

establish

baseline

valuation

parameters

TEV / EBITDA, P/E and PEG multiples are relevant metrics for restaurant companies based on

2010E EBITDA and EPS

2010E TEV / EBITDA multiples are most relevant for the Restaurant Group given Lion’s

negative / nominal projected EPS

TEV

EBITDA

multiples

are

relevant

metrics

for

gaming

companies

based

2010E

EBITDA

Need to assess both restaurant and gaming multiples separately

Comparable Public

Trading Multiples

Leveraged Buyout

Analysis

Traditional Discounted

Cash Flow Analysis

Precedent Transaction

Multiples

Based on capital structure and purchase value combination that produces a 25%+ IRR to investors

Financial sponsor returns expectations are increasing given the changes in the capital markets and

economic outlook

Based on management’s financial projections through 2014 (five year projections)

Highly sensitive to assumptions on terminal cash flow, growth and discount rates

Need to assess both restaurant and gaming operations separately

TEV / LTM EBITDA multiples were considered for restaurant precedent transactions

TEV / Forward EBITDA multiples were considered for gaming precedent transactions

Standard valuation practices for each industry

Financial

projections

provided

management

September

and

updated

October

form

the

basis

for

Moelis’

valuation

analysis

Moelis employed four principal methodologies in its valuation analysis for Lion

[

]

Summary of Historical and Projected Financials

Fiscal Year Ended December 31,

($ in millions)

2006A

2007A

2008A

2009E

2010E

2011E

2012E

2013E

2014E

Units

164

173

174

177

180

183

186

Same Store Sales

4.6%

0.6%

(2.3%)

(7.4%)

1.0%

Revenues

$1,102

$1,160

$1,144

$1,067

$1,084

$1,115

$1,152

$1,180

$1,208

Revenue Growth %

5.3%

(1.4%)

(6.7%)

1.6%

2.8%

3.3%

2.5%

2.4%

COGS

250

256

245

217

220

225

231

236

240

Gross Profit

$852

$904

$899

$850

$864

$889

$921

$944

$967

Gross Margin

77.4%

77.9%

78.5%

79.6%

79.7%

79.8%

80.0%

80.1%

Labor

358

375

366

346

352

362

373

382

391

Other Operating Expenses

278

292

288

269

282

286

292

297

301

Unit Level Profit

$216

$237

$244

$235

$230

$241

$256

$266

$276

Unit Level Profit Margin

19.6%

20.4%

21.3%

22.0%

21.2%

21.6%

22.2%

22.5%

22.8%

Adj. EBITDA ¹

$158

$182

$192

$174

$183

$194

$208

$218

$228

EBITDA Margin

14.4%

15.7%

16.8%

16.3%

16.9%

17.4%

18.1%

18.5%

18.9%

EBITDA Growth %

14.7%

5.7%

(9.6%)

5.2%

5.9%

7.7%

4.7%

4.6%

Depreciation & Amortization

Adj. EBIT ¹

$103

$116

$122

$101

$100

$109

$122

$131

$139

EBIT Margin

9.3%

10.0%

10.7%

9.4%

9.2%

9.8%

10.6%

11.1%

11.5%

EBIT Growth %

13.6%

4.6%

(17.4%)

(0.8%)

9.1%

12.3%

6.9%

6.3%

Adj. Net Income ²

$36

$29

$26

($10)

($17)

$26

$34

$41

Net Income Margin

3.3%

2.5%

2.3%

0.1%

2.2%

2.9%

3.4%

Net Income Growth %

(19.3%)

(9.9%)

3932.1%

32.5%

21.2%

Maintenance Capital Expenditures

Growth Capital Expenditures ³

160

102

Total Capital Expenditures

$180

$120

$104

$127

$30

The following

sets

forth

historical

and

projected

financials

for

the

consolidated

company

received

from

management

October

SUMMARY OF HISTORICAL AND PROJECTED FINANCIALS

Notes:

2009E Adjusted EBITDA is adjusted for the following one-time items: transaction costs of $1.7mm (related to historical transactions), debt retirement expenses of $4.0mm, non-recurring gains of $32.7mm

and swap adjustment income of $4.9mm. The $32.7mm of non-recurring gains include the following: lease termination of $7.5mm, excess insurance proceeds of $4.5mm, gain on asset sales of $1.3mm

and gain on Goose debt buyback of $19.4mm

2006-2009E adjusted net income per Moelis estimates using a tax rate of 32.0% (per management)

Significant growth capex in 2009E is related to the new Goose tower

[

]

Summary of Historical and Projected Financials—Restaurant Group

Fiscal Year Ended December 31,

($ in millions)

2006A

2007A

2008A

2009E

2010E

2011E

2012E

2013E

2014E

Units

164

173

174

177

180

183

186

Same Store Sales

4.6%

0.6%

(2.3%)

(7.4%)

1.0%

Revenues

$871

$894

$891

$841

$852

$869

$887

$905

$923

Revenue Growth %

2.7%

(0.4%)

(5.5%)

1.2%

2.1%

2.0%

COGS

237

242

231

204

206

210

215

219

223

Gross Profit

$634

$653

$660

$637

$646

$659

$672

$686

$699

Gross Margin

72.8%

73.0%

74.1%

75.8%

Labor

256

259

258

244

249

255

260

265

270

Other Restaurant Operating Expenses

209

220

201

210

213

217

220

224

Restaurant Level Profit

$168

$173

$181

$192

$186

$191

$196

$201

$206

Restaurant Level Profit Margin

19.3%

20.3%

22.8%

21.9%

22.0%

22.1%

22.2%

22.3%

Adj. EBITDA ¹

$110

$119

$130

$138

$140

$144

$149

$154

$159

EBITDA Margin

12.7%

13.3%

14.6%

16.4%

16.6%

16.8%

17.0%

17.2%

EBITDA Growth %

7.4%

9.7%

6.2%

1.0%

3.4%

3.3%

3.2%

Depreciation & Amortization

Adj. EBIT ¹

$67

$71

$81

$88

$90

$94

$98

$103

$107

EBIT Margin

7.7%

8.0%

9.1%

10.5%

10.8%

11.1%

11.3%

11.6%

EBIT Growth %

6.8%

13.6%

9.0%

1.5%

4.7%

4.6%

4.4%

4.3%

Adj. Net Income ²

$22

$16

$22

$18

$36

$41

$45

Adj. Net Income Margin

2.5%

1.8%

2.5%

1.0%

0.4%

2.1%

4.1%

4.6%

4.9%

Adj. Net Income Growth %

(28.5%)

39.5%

(60.2%)

(57.5%)

386.5%

102.3%

13.4%

8.7%

Maintenance Capital Expenditures

Growth Capital Expenditures

Total Capital Expenditures

$87

$56

$43

$20

$22

SUMMARY OF RESTAURANT GROUP FINANCIALS

The following

sets

forth

histori

cal

and

projected

financials

for

the

Restaurant

Group

received

from management on October 28

Notes:

2009E Adjusted EBITDA is adjusted for the following one-time items: transaction costs of $1.7mm, debt retirement expenses of $4.0mm and non-recurring gains of $32.7mm. The $32.7mm of non-

recurring gains include the following: lease termination of $7.5mm, excess insurance proceeds of $4.5mm, gain on asset sales of $1.3mm and gain on Goose debt buyback of $19.4mm

2006-2009E adjusted net income per Moelis estimates using a tax rate of 32.0% (per management)

[

]

SUMMARY OF GOOSE FINANCIALS

Summary of Historical and Projected Financials—Goose

Fiscal Year Ended December 31,

($ in millions)

2006A

2007A

2008A

2009E

2010E

2011E

2012E

2013E

2014E

Revenues

$231

$266

$253

$225

$233

$246

$265

$275

$285

Revenue Growth %

3.1%

5.6%

7.9%

3.9%

3.6%

Adj. EBITDA ¹

$48

$63

$62

$35

$43

$49

$59

$64

$69

EBITDA Margin

20.7%

23.7%

24.5%

15.7%

18.5%

20.0%

22.3%

23.3%

24.2%

EBITDA Growth %

31.7%

(1.9%)

(42.8%)

21.8%

13.9%

20.4%

8.5%

7.8%

Depreciation & Amortization

Adj. EBIT ¹

$36

$45

$41

$12

$10

$15

$24

$28

$32

EBIT Margin

15.4%

17.0%

16.1%

5.5%

4.4%

6.1%

9.1%

10.2%

11.2%

EBIT Growth %

26.3%

(9.6%)

(69.8%)

(17.6%)

47.9%

60.8%

16.7%

13.6%

Adj. Net Income ²

$14

($18)

($21)

($17)

($11)

($7)

($3)

Adj. Net Income Margin

6.2%

5.1%

1.8%

Adj. Net Income Growth %

(5.0%)

(67.1%)

Maintenance Capital Expenditures

$10

$17

$11

$10

Growth Capital Expenditures

Total Capital Expenditures

$93

$64

$61

$106

Las Vegas Operating Statistics

ADR

$72.24

$73.92

$77.43

$83.67

$88.65

$93.61

Occupancy %

89.6%

79.8%

81.8%

85.8%

86.8%

88.7%

RevPAR

$64.74

$59.01

$63.35

$71.77

$76.91

$83.05

Laughlin Operating Statistics

ADR

$40.74

$42.00

$43.00

$43.74

Occupancy %

87.0%

88.0%

88.9%

RevPAR

$35.44

$36.53

$37.83

$38.91

The

following

sets

forth

historical

and

projected

financials

for

Goose

received

from

management

on October 28

Notes:

2009E Adjusted EBITDA is adjusted for the following one-time item: swap adjustment income of $4.9mm

2006-2009E adjusted net income per Moelis estimates using a tax rate of 32.0% (per management)

[

]

Key Projections Assumptions

The following are management’s key assumptions for the financial projections

KEY PROJECTIONS ASSUMPTIONS

Construction of the Las Vegas new tower is completed in Q4 2009

EBITDA is projected to be $35mm in 2009 (15.7% margin), increasing to $43mm in 2010 (18.5% margin) and $69mm

by 2014 (24.2% margin)

The property’s room rates have been under pressure due to the recession and new supply coming to the Las Vegas

market (CityCenter)

Goose Financials

For presentation purposes, Adjusted EBITDA is shown which excludes certain non-recurring items and represents

the continuing operations of the business

Projections exclude

discontinued

closed

restaurant

operations;

assumed

sold

by 12/31/09 with no net cash

proceeds

Year-end cash is projected to be $27.6mm

Management estimates minimum cash for the Company to be $13mm ($3mm for the Restaurant Group and

$10mm Goose cage cash)

Cash and debt are pro forma for certain one-time payments (totaling $28mm) that are expected to be made in the

two quarters

Other

Restaurant Group:

2010-2014: Total capex of $22mm per year consisting of maintenance capex of $13mm and growth capex of

$9mm ($3mm per new unit)

Pre-opening expense of approximately $250,000 per new unit

Steady state capex for calculating the discounted cash flow terminal value: $31mm total, consisting of $12mm

maintenance, $9mm replacement for normal course store closings, $1-$2mm corporate / general and $8-$9mm

growth consistent with a 2% perpetuity cash flow growth rate

Goose:

Maintenance capex of $7.5mm through 2014, with an additional $6.0mm of growth capex projected into

perpetuity per management

Capital Expenditures

2010-2014 projections based on positive 1% same-store sales at existing restaurants and restaurant level profit

(“RLP”)

flow-through on incremental sales of 40% (2009 baseline)

Two new units in 2009 including one Rabbit and one Sabre

Three new units per year from 2010 to 2014 (all Sabre)

New units generate approximately $3.0 million of revenue and $450,000 of restaurant level profit per year (mid-year

convention used)

2009 financials include actuals through September; October-December '09 -5% SSS and Flat RLP for Sabre, -7% SSS

and

-15%

RLP

“flow-through”

all

other

concepts

Restaurant Group

Financials

[

]

Summary Valuation Analysis

SUMMARY

VALUATION

ANALYSIS—TOTAL

ENTERPRISE

VALUE

RESTAURANT GROUP

GOOSE

COMBINED

(6.5x)

(8.0x)

(6.5x)

(9.0x)

(6.0x)

(9.5x)

(4.5x)

(6.5x)

(6.0x)

(7.5x)

(5.0x)

(7.0x)

Implied TEV /

2010E EBITDA

Implied Share Price

TEV

(5.5x)

(6.0x)

(6.9x)

(5.0x)

(5.7x)

(5.3x)

(7.6x)

(7.5x)

1.6x

3.3x

4.9x

6.6x

8.2x

$14.37

$32.03

One-Day Prior to Announcement of Toucan’s Intention to

Negotiate a Transaction (9/8/09): $10.86 (6.3x)

Offer:

$14.75 (6.7x)

Note: Multiple of 2010E EBITDA shown in parentheses except restaurant precedent transactions which are LTM

Precedent transactions shown net of estimated $45mm of change of

control payments to Toucan

Total Enterprise Value

(5.7x)

(6.5x)

($ in millions, except per share data)

Relevant Metrics

2010E

EBITDA:

$140mm

LTM

Adj.

EBITDA:

$136mm

0.0%-3.0% Free Cash Flow

Perpetuity Growth Rate

11.0%-12.0% WACC

2010E

EBITDA:

$43mm

2010E

EBITDA:

$43mm

0.0%-3.0% Free Cash Flow

Perpetuity Growth Rate

11.0%-13.5% WACC

Implied Multiples of 2010E

EBITDA: $183mm

$960

$1,050

$910

$1,005

$1,035

$260

$280

$700

$815

$630

$1,390

$1,365

$1,255

$1,095

$1,185

$410

$390

$345

$980

$1,020

$910

$300

$600

$900

$1,200

$1,500

Discounted Cash Flow Analysis

Precedent Transactions ¹

Comparable Companies

Leveraged Buyout Analysis

Last Twelve Months

Discounted Cash Flow Analysis

Precedent Transactions

Comparable Companies

Discounted Cash Flow Analysis

Precedent Transactions

Comparable Companies

[

]

Goose Separation Considerations

Goose debt is non-recourse to the Restaurant Group

However,

management

noted

the

following

negative

consequences

the

Restaurant

Group

the

Restaurant

Group

does

not

honor

the

debt

Goose,

including

but

not

limited

the

following:

Vendors withdrawing / cancelling services

Employee retention and ability to hire going forward

Negative

media

impact

–

particularly

Texas

where

the

media

would

focus

Lion,

not

Goose, and where Lion has a significant portion of its restaurant locations

Reduction of Restaurant Group revenue and EBITDA

Challenges in accessing the capital markets

•

Higher cost of debt and equity expected due to credibility issues

•

Lender overlap across the Restaurant Group and Goose

Impact on ability to sign new leases

Disruption to the business and management distraction

Legal costs and litigation risk

Management

noted

that

each

these

consequences

would

severe

the

short-term,

less

dramatic

in the long-term, but both were to difficult to quantify

GOOSE SEPARATION CONSIDERATIONS

[

]

Summary Valuation Analysis (cont.)

SUMMARY

VALUATION

ANALYSIS—EQUITY

VALUE

RESTAURANT GROUP

GOOSE

COMBINED

Equity Value

Equity

Value

–

assumes

Goose

debt

treated

consolidated

debt

for

equity

valuation

purposes

Price Per Share

$6.19

$12.29

$18.32

$24.22

$30.05

$35.80

$41.55

($ in millions, except per share data)

One-Day Prior to Announcement of Toucan’s Intention to

Negotiate a Transaction (9/8/09): $10.86

Offer:

$14.75

Note:

Implied share prices shown next to equity value for the combined

company. Comparable companies and precedent transactions are shown net of $28mm of required working capital

payments ($15mm allocated to the Restaurant Group and $13mm to Goose)

1 Precedent transactions shown net of estimated $45mm of

change

of control payments to Toucan

$235

$335

$150

$515

$430

($155)

($115)

($80)

$60 / $3.60

$25 / $1.50

($70) / ($4.75)

$70 / $4.25

$5 / $0.25

($230)

($220)

$540

$210 / $12.87

$120 / $7.50

$275 / $16.75

$380 / $23.00

$435 / $26.25

($400)

($300)

($200)

($100)

$100

$200

$300

$400

$500

$600

$700

Discounted Cash Flow Analysis

Precedent Transactions

Comparable Companies

Leveraged Buyout Analysis

Last Twelve Months

Discounted Cash Flow Analysis

Precedent Transactions

Comparable Companies

Discounted Cash Flow Analysis

Precedent Transactions

Comparable Companies

[

]

Summary Valuation Analysis (cont.)

SUMMARY

VALUATION

ANALYSIS—EQUITY

VALUE

RESTAURANT GROUP

GOOSE

Equity Value

COMBINED

($ in millions, except per share data)

One-Day Prior to Announcement of Toucan’s Intention to

Negotiate a Transaction (9/8/09): $10.86

Offer:

$14.75

Price Per Share

$6.19

$12.29

$18.32

$24.22

$30.05

$35.80

$41.55

Moelis has not deducted any breakage costs, penalties or other negative financial impacts to the Restaurant Group if Goose debt is

not honored. Though management has indicated that Lion would incur such costs, they have not been able to quantify them

$235

$335

$150

$515

$430

$235 / $14.50

$290 / $17.75

$150 / $9.25

$25 / $1.50

$60 / $3.60

$515 / $31.00

$495 / $29.75

$430 / $26.00

$120 / $7.50

$210 / $12.87

$540

($400)

($300)

($200)

($100)

$100

$200

$300

$400

$500

$600

$700

Discounted Cash Flow Analysis

Precedent Transactions

Comparable Companies

Leveraged Buyout Analysis

Last Twelve Months

Discounted Cash Flow Analysis

Precedent Transactions

Comparable Companies

Discounted Cash Flow Analysis

Precedent Transactions

Comparable Companies

Note:

Implied share prices shown next to equity value for the combined company. Comparable companies and precedent transactions are shown net of $28mm of required working capital

payments ($15mm allocated to the Restaurant Group and $13mm to Goose)

1 Precedent transactions shown net of estimated $45mm of change of control payments to Toucan

Equity Value – assumes Goose debt is non-recourse to the Company

[

]

Market Data on Selected Restaurant Companies

Trading statistics as of October 30, 2009

SELECTED RESTAURANT TRADING COMPARABLES

Source: Capital IQ, Public filings. Management estimates

Notes:

Market value of equity plus net debt

Represents Adj. EV / EBITDAR. EV + (8*LTM Rent Expense) / EBITDAR

Forward multiples based on management projections

Lion’s restaurant operations comprise bar & grill, casual dining and upscale and fine dining concepts

The selected comparable companies below capture each of these sub-sectors within the restaurant industry as

well as multi-concept operators

Share Price

52 Week

Equity

Enterprise

Enterprise Value/LTM

Forward EV/EBITDA

Forward P/E

PEG Ratio

Growth

Adj. Debt /

Debt /

($ in millions, except per share data)

10/30/2009

High

Low

Value

EBITDAR ²

EBITDA

EBIT

2009E

2010E

2009E

2010E

2009E

2010E

Rate

LTM EBITDAR

LTM EBITDA

Casual Dining

Brinker International Inc.

$12.64

$20.09

$3.88

$1,291.1

$1,925.8

5.7x

5.0x

8.4x

5.0x

5.1x

9.3x

9.2x

92.2%

91.4%

10.1%

3.4x

1.9x

Darden Restaurants, Inc.

30.31

41.21

13.21

4,234.5

5,960.6

6.6x

6.4x

9.2x

6.5x

6.2x

11.6x

10.5x

94.1%

84.9%

12.3%

2.7x

1.9x

O'Charley's

Inc.

7.01

11.41

1.19

145.6

260.3

5.2x

3.9x

14.8x

3.5x

21.9x

21.7x

175.3%

173.6%

12.5%

3.9x

2.0x

Red Robin Gourmet Burgers Inc.

16.71

26.44

7.49

259.9

458.4

5.8x

4.8x

11.8x

4.7x

4.6x

10.5x

10.0x

75.0%

71.2%

14.0%

3.9x

2.2x

Ruby Tuesday, Inc.

6.66

9.38

0.85

429.5

810.1

6.4x

5.8x

12.1x

6.1x

10.0x

9.7x

95.4%

92.5%

10.5%

4.0x

2.8x

Texas Roadhouse Inc.

9.47

12.75

4.09

664.4

768.6

6.9x

11.1x

6.8x

6.3x

15.6x

14.4x

92.1%

85.0%

16.9%

2.1x

1.1x

Mean

$1,170.9

$1,697.3

6.1x

5.5x

11.2x

5.4x

5.3x

13.2x

12.6x

104.0%

99.8%

12.7%

3.3x

2.0x

Median

547.0

789.3

6.1x

5.4x

11.4x

5.5x

5.6x

11.0x

10.2x

93.1%

88.2%

12.4%

3.7x

2.0x

Upscale Casual Dining

BJ's Restaurants Inc.

$15.96

$18.14

$6.63

$428.9

$423.2

9.3x

9.9x

21.5x

9.6x

8.2x

31.1x

26.0x

126.0%

105.1%

24.7%

2.5x

0.2x

California Pizza Kitchen Inc.

12.99

17.44

5.24

313.7

350.0

6.5x

5.6x

13.8x

5.3x

5.0x

16.4x

15.2x

109.3%

101.3%

15.0%

3.5x

0.8x

The Cheesecake Factory Incorporated

18.18

21.01

4.96

1,093.6

1,161.3

7.4x

7.0x

13.8x

6.8x

6.7x

18.4x

16.6x

128.5%

116.2%

14.3%

3.6x

0.9x

PF Chang's China Bistro Inc.

29.19

36.98

14.51

683.0

820.5

6.7x

6.3x

14.4x

6.0x

5.9x

16.8x

15.5x

115.2%

106.5%

14.5%

2.9x

1.2x

Mean

$629.8

$688.8

7.5x

7.2x

15.9x

6.9x

6.4x

20.7x

18.3x

119.8%

107.3%

17.1%

3.1x

0.8x

Median

555.9

621.8

7.0x

6.6x

14.1x

6.4x

6.3x

17.6x

16.1x

120.6%

105.8%

14.8%

3.2x

0.8x

Fine Dining

McCormick & Schmick'sSeafood Restaurants, Inc.

$6.02

$9.45

$1.46

$89.3

$106.6

6.6x

4.8x

17.6x

4.6x

4.3x

22.2x

16.6x

153.2%

114.4%

14.5%

5.0x

1.1x

Morton's Restaurant Group Inc.

3.74

4.97

1.42

62.0

138.2

8.6x

9.7x

7.6x

6.5x

24.9x

14.6x

178.1%

103.9%

14.0%

7.1x

5.4x

Ruth's Hospitality Group Inc.

3.11

4.74

0.70

75.2

221.0

7.0x

6.3x

12.4x

6.2x

6.3x

8.9x

8.8x

72.5%

71.6%

12.3%

5.8x

4.3x

Mean

$75.5

$155.2

7.4x

6.9x

15.0x

6.1x

5.7x

18.7x

13.3x

134.6%

96.7%

13.6%

6.0x

3.6x

Median

75.2

138.2

7.0x

6.3x

15.0x

6.2x

6.3x

22.2x

14.6x

153.2%

103.9%

14.0%

5.8x

4.3x

Overall Mean

$751.6

$1,031.1

6.8x

6.3x

13.4x

6.0x

5.7x

16.7x

14.5x

115.9%

101.4%

14.3%

3.9x

2.0x

Overall Median

428.9

458.4

6.6x

6.3x

13.1x

6.1x

16.4x

14.6x

109.3%

101.3%

14.0%

3.6x

1.9x

Lion ³

$10.90

$12.87

$3.60

$177.0

$1,156.0

6.5x

6.2x

9.2x

6.7x

6.3x

12.0%

5.7x

5.2x

Lion at Offer ³

14.75

12.87

3.60

240.7

1,219.7

6.8x

6.5x

9.7x

7.0x

6.7x

12.0%

[

]

Selected Restaurant Precedent Transactions

SELECTED RESTAURANT PRECEDENT TRANSACTIONS

Source: Company Filings, Capital IQ, Wall Street Research

Note: Statistics are based on publicly disclosed information

Date

TEV

TEV /

Announced

Target

Acquirer

($mm)

LTM EBITDA

8/16/07

RARE Hospitality

Darden

$1,368

11.5x

7/16/07

Applebee's

IHOP Corp.

2,040

9.9x

6/17/07

Friendly’s

Sun Capital

339

8.1x

5/7/07

Smith & Wollensky

Bunker Hill Capital

10.4x

11/6/06

Outback

Bain & Catterton

3,430

10.3x

10/30/06

Logan's

BRS, Black Canyon

461

9.5x

10/9/06

Joe’s Crab Shack

JH Whitney

192

8/28/06

Cheddar’s

Oak & Catterton

8/18/06

Lone Star

Lone Star Funds

565

11.4x

8/10/06

Real Mex

Sun Capital

359

6.3x

7/25/06

Ryan's

Buffets

861

8.8x

6/5/06

Bravo

BRS & Castle Harlan

1/10/06

Uno Restaurant

Centre Partners

12/12/05

Fox & Hound

Newcastle Partners

171

7.7x

12/9/05

Dave & Buster's

Wellspring Capital

375

6.2x

9/16/05

Claim Jumper

Leonard Green

1/20/05

Charlie Brown’s

Trimaran

140

6/14/04

Mimi's Cafe

Bob Evan's

182

9.9x

Overall Mean

$756

9.2x

Overall Median

367

9.7x

Most Comparable Mean

$274

6.7x

Most Comparable Median

276

6.3x

Lion @ Offer ($14.75)

Toucan

$1,220

6.5x

For Reference:

9/30/02

Saltgrass Steak House

Landry's Restaurants

$75

5.6x

2/19/02

C.A. Muer

Landry's Restaurants

9/26/00

Rainforest Cafe

Landry's Restaurants

2.4x

Moelis considered the following in determining the most comparable restaurant transactions

Focus on casual dining transaction over the past five years

Dismissed transactions with significant real estate holdings

Highlighted regional casual diners or mixed entertainment/restaurant businesses

[

]

Market Data on Selected Gaming Companies

Net Debt /

Share¹

52 Week

Equity

Enterprise

TEV / EBITDA

Price / Earnings

LT Growth

2009E

($US millions, except per share data)

Price

High

Low

Value

CY09E

CY10E

CY11E

CY09E

CY10E

CY11E

Rate

EBITDA

Mid-Cap (Major Markets²)

Boyd Gaming Corp

$7.36

$12.86

$2.81

$635

$3,313

8.4x

8.2x

8.0x

17.8x

14.5x

12.1x

16.0%

6.8x

Mean

8.4x

8.2x

8.0x

17.8x

14.5x

12.1x

16.0%

6.8x

Mid-Cap (Other Markets)

Penn National Gaming

$25.13

$35.18

$13.68

$1,992

$4,274

7.4x

6.7x

6.5x

20.9x

17.7x

15.9x

2.8x

Ameristar Casinos Inc.

14.72

23.00

4.64

862

2,440

7.1x

6.7x

11.7x

12.5x

10.8x

10.0%

4.6x

Isle of Capri Casinos Inc.

7.75

14.48

2.04

246

1,436

7.3x

7.2x

7.0x

42.6x

14.4x

16.0x

6.1x

Pinnacle Entertainment Inc.

8.45

13.99

2.74

508

1,379

7.2x

6.4x

5.6x

22.2x

4.5x

Mean

7.3x

6.7x

6.5x

25.1x

14.9x

16.2x

10.0%

4.5x

Median

7.3x

6.7x

6.6x

20.9x

14.4x

15.9x

10.0%

4.6x

Single Asset

Monarch Casino & Resort Inc.

$6.94

$12.20

$3.80

$112

$153

6.8x

6.4x

5.7x

20.2x

15.8x

11.1x

1.8x

Mean

6.8x

6.4x

5.7x

20.2x

15.8x

11.1x

1.8x

Overall Mean

7.4x

6.9x

6.6x

22.6x

15.0x

14.7x

13.0%

4.4x

Overall Median

7.3x

6.7x

6.6x

20.2x

14.5x

14.0x

13.0%

4.6x

Lion ³

$10.90

$12.87

$3.60

$177

$1,156

6.7x

6.3x

12.0%

5.4x

Lion at Offer ³

14.75

12.87

3.60

241

1,220

7.0x

6.7x

12.0%

Trading statistics as of October 30, 2009

SELECTED GAMING TRADING COMPARABLES

Source: Capital IQ, Public filings, Management estimates

Notes:

Share prices as of October 30, 2009

Major markets defined as companies receiving a majority of property EBITDA in Atlantic City, NJ and Las Vegas, NV

Forward multiples based on management projections

Goose

consists

two

assets

both

Nevada

–

one

Downtown

Las

Vegas

and

the

other

Laughlin

As such, Moelis considered small / mid cap publicly traded operators as well as Monarch Casino & Resort, which is a

single asset property (in Reno, Nevada)

[

]

Selected Gaming Precedent Transactions

SELECTED GAMING PRECEDENT TRANSACTIONS

Source: Company Filings, Capital IQ, Wall Street Research, Management estimates

Notes: Mean and medians exclude withdrawn transactions

Forward EBITDA estimate for year of transaction if deal took place in first half of year; forward EBITDA for next calendar year if deal took place in second half of the year. Based on public information

Offer withdrawn in July 2008; multiple based on 2009E EBITDA; excluded from mean and median

Full acquisition offer withdrawn in March 2009; instead Crown acquired a 24.5% stake in Cannery

Multiple based on 2006E EBITDA

Multiple based on management estimates

Moelis focused on recent gaming

operator transactions with an

emphasis on the following:

Golden Nugget purchase

multiples

Assets in or around the Las

Vegas Strip and/or locals

markets

Small / mid cap gaming

operators

Moelis focused less on transactions

completed during 2006-July 2007

Inflated asset values due to

financing and real estate

environment

Recent Treasure Island transaction is

a useful recent benchmark

Las Vegas Strip asset (vs.

downtown location for Goose)

Multiple may be inflated due to

tax attributes of the transaction

Date

TEV

TEV /

Announced

Target

Acquirer

($mm)

EBITDA ¹

August

2007

Present

12/15/08

Treasure Island

Ruffin Acquisition

$775

8.2x

9/23/08

Tropicana Atlantic City

Icahn

200

12/11/07

Cannery Casino Resorts ²

Crown Limited

1,752

10.2x

Mean

8.2x

2006 -

July 2007

6/15/07

Penn National Gaming ³

Fortress / Centerbridge

$8,894

13.0x

4/23/07

American Casino & Ent. Prop.

Whitehall Street Fund

1,487

4/4/07

Gateway Casinos

PBL Ltd. / Macquarie

785

15.1x

4/3/07

Resorts East Chicago

Ameristar

675

10.5x

12/19/06

Harrah’s

Apollo / TPG

27,812

10.1x

12/4/06

Station Casinos

Fertitta

Colony Partners

8,676

13.5x

5/19/06

Aztar Corp.

Columbia Ent.

2,707

11.8x

3/20/06

Kerzner

International Ltd.

Investor Group

3,800

15.8x

Mean

12.8x

Prior to 2006

2/4/05

Golden

Nugget

Landry’s Restaurants

$318

9.1x

11/3/04

Argosy Gaming

Penn National Gaming

2,150

7.7x

9/27/04

Harrah’s / Caesars Assets

Colony Capital

1,240

8.1x

7/15/04

Caesars

Harrah’s

10,224

8.0x

6/4/04

Mandalay Resort

MGM MIRAGE

7,692

10.0x

2/9/04

Coast Casinos

Boyd Gaming

1,253

7.4x

9/11/03

Horseshoe Gaming

Harrah’s

1,388

7.2x

6/26/03

Golden Nugget

Poster Financial Group

215

6.7x

2/22/00

Mirage Resorts

MGM Grand

6,354

9.9x

Mean

8.2x

Overall Mean

9.9x

Overall Median

9.5x

Lion

Offer

($14.75)

Toucan

6.7x

[

]

Discounted

Cash

Flow

Analysis—Assumptions

Moelis valued the Lion Restaurant Group and Goose separately

Separate discount rates were used for each

Given the significant leverage on Goose, two methods to calculate the discount rate were employed to derive the discounted cash flow

valuation for consolidated Lion:

Low Discount Rate:

Reflects a target capital structure derived from the comparable

companies

•

11.0% discount rate for the Restaurant Group

•

11.0% discount rate for Goose

High Discount Rate:

Reflects Lion’s current capital structure

•

12.0% discount rate for the Restaurant Group

•

13.5% discount rate for Goose

•

The discount rates are higher because the presumed debt to cap and cost of debt is higher than comparable companies

Please see Appendix A for additional discount rate detail

Due to Goose’s leverage, Goose is estimated to have a negative equity value

Though Goose debt is non-recourse to Lion, Goose is perceived to have an overhang on the stock as the entity continues to receive

cash infusions from Lion

Lion’s consolidated valuation is shown two ways: (i) assuming Goose debt is consolidated and (ii) assuming Goose debt is not

consolidated

•

If Goose’s equity value is negative but is included as zero in the combined valuation, the debt has been adjusted to match the

total enterprise value

The discounted cash flow analysis also assumes the following:

Valuation date as of 12/31/09

2.0% perpetuity growth rate for the Restaurant Group and Goose

Assumes

depreciation

and

steady

state

capital

expenditures

are

equal

perpetuity

–

steady

state

capital

expenditures

were

provided by management

39.0% effective tax rate (35.0% Federal + 4.0% State)

NOLs and special tax credits / benefits have not been separately

valued due to the Company’s projected lack of positive net income in

the next several years ($49mm of NOLs and $36mm of tax credits as of 9/30/09)

The

following

sets

forth

assumptions

used

the

discounted

cash

flow

analysis

for

Lion

DISCOUNTED

CASH

FLOW

ANALYSIS—ASSUMPTIONS

[

]

Assumes Goose Debt is Consolidated

Assumes Goose Debt is Not Consolidated

Discount Rate Based on

Avg. of

Discount Rate Based on

Avg. of

($ in millions, except per share data)

Statistic

Comparables

Company

High / Low

Comparables

Company

High / Low

Restaurant Group

11.0%

12.0%

11.0%

12.0%

Total Enterprise Value

$912

$827

$870

$912

$827

$870

Less: Debt

(477)

Plus: Cash

Total Equity Value

$450

$364

$407

$450

$364

$407

TEV / 2009E Adj. EBITDA

$138

6.6x

6.0x

6.3x

6.6x

6.0x

6.3x

TEV / 2010E Adj. EBITDA

140

6.5x

5.9x

6.2x

6.5x

5.9x

6.2x

Goose

11.0%

13.5%

11.0%

13.5%

Total Enterprise Value

$381

$298

$339

$381

$298

$339

Less: Debt

(488)

(381)

(298)

(339)

Plus: Cash

Total Equity Value

($108)

($190)

($149)

TEV / 2009E Adj. EBITDA

$35

10.8x

8.4x

9.6x

10.8x

8.4x

9.6x

TEV / 2010E Adj. EBITDA

8.8x

6.9x

7.9x

8.8x

6.9x

7.9x

Total Enterprise Value - Consolidated

$1,293

$1,125

$1,209

$1,293

$1,125

$1,209

Less: Debt

(966)

(858)

(775)

(817)

Plus: Cash

Total Equity Value

$342

$174

$258

$450

$364

$407

Implied Value Per Diluted Share

$20.80

$10.73

$15.80

$27.15

$22.11

$24.63

TEV / 2009E Adj. EBITDA

$174

7.4x

6.5x

7.0x

7.4x

6.5x

7.0x

TEV / 2010E Adj. EBITDA

183

7.1x

6.2x

6.6x

7.1x

6.2x

6.6x

Discounted

Cash

Flow

Analysis—Summary

The following sets forth a summary of the discounted cash flow analysis for Lion

DISCOUNTED CASH FLOW ANALYSIS—SUMMARY

Note:

$28mm of required working capital payments are projected to be paid in Q1 2010. Excludes potential additional value from corporate and non-strategic real estate –

additional real estate analysis is shown in the Appendix

[

]

Discounted

Cash

Flow

Analysis—Consolidated

The following sets forth discounted cash flow sensitivity analysis for Lion

TOTAL ENTERPRISE VALUE

IMPLIED TEV / 2010E EBITDA MULTIPLE

Rest.

Goose

Perpetuity Growth Rate

WACC

0.0%

1.0%

2.0%

3.0%

4.0%

10.5%

$1,186

$1,266

$1,365

$1,491

$1,655

11.0%

11.5%

1,120

1,189

1,273

1,378

1,512

11.5%

12.5%

1,061

1,121

1,194

1,283

1,395

12.0%

13.5%

1,009

1,062

1,125

1,202

1,297

12.5%

14.5%

962

1,009

1,065

1,131

1,213

11.0%

$1,134

$1,206

$1,293

$1,402

$1,542

12.0%

13.5%

1,009

1,062

1,125

1,202

1,297

Rest.

Goose

Perpetuity Growth Rate

WACC

0.0%

1.0%

2.0%

3.0%

4.0%

10.5%

6.5x

6.9x

7.5x

8.2x

9.1x

11.0%

11.5%

6.1x

6.5x

7.0x

7.5x

8.3x

11.5%

12.5%

5.8x

6.1x

6.5x

7.0x

7.6x

12.0%

13.5%

5.5x

5.8x

6.2x

6.6x

7.1x

12.5%

14.5%

5.3x

5.5x

5.8x

6.2x

6.6x

11.0%

6.2x

6.6x

7.1x

7.7x

8.4x

12.0%

13.5%

5.5x

5.8x

6.2x

6.6x

7.1x

($ in millions, except per share data)

PRICE PER SHARE —

GOOSE DEBT IS CONSOLIDATED

Rest.

Goose

Perpetuity Growth Rate

WACC

0.0%

1.0%

2.0%

3.0%

4.0%

10.5%

$14.43

$19.23

$25.06

$32.33

$41.76

11.0%

11.5%

10.41

14.58

19.62

25.80

33.57

11.5%

12.5%

6.83

10.50

14.89

20.21

26.82

12.0%

13.5%

3.61

6.88

10.73

15.36

21.02

12.5%

14.5%

0.71

3.61

7.04

11.09

16.02

11.0%

$11.29

$15.60

$20.80

$27.22

$35.28

12.0%

13.5%

3.61

6.88

10.73

15.36

21.02

PRICE PER SHARE —

GOOSE DEBT IS NOT CONSOLIDATED

Rest.

Goose

Perpetuity Growth Rate

WACC

0.0%

1.0%

2.0%

3.0%

4.0%

10.5%

$22.76

$26.05

$30.05

$35.07

$41.76

11.0%

11.5%

20.64

23.57

27.15

31.53

37.15

11.5%

12.5%

18.70

21.33

24.50

28.40

33.25

12.0%

13.5%

16.91

19.29

22.11

25.57

29.83

12.5%

14.5%

15.24

17.41

19.95

23.02

26.80

11.0%

$20.64

$23.57

$27.15

$31.53

$37.15

12.0%

13.5%

16.91

19.29

22.11

25.57

29.83

($ in millions, except per share data)

IMPLIED TERMINAL VALUE EBITDA MULTIPLE

Rest.

Goose

Perpetuity Growth Rate

WACC

0.0%

1.0%

2.0%

3.0%

4.0%

10.5%

4.9x

5.4x

6.1x

7.0x

8.2x

11.0%

11.5%

4.6x

5.1x

5.7x

6.5x

7.4x

11.5%

12.5%

4.3x

4.8x

5.3x

6.0x

6.8x

12.0%

13.5%

4.1x

4.5x

5.0x

5.6x

6.3x

12.5%

14.5%

3.9x

4.3x

4.7x

5.3x

5.9x

11.0%

4.7x

5.2x

5.8x

6.6x

7.6x

12.0%

13.5%

4.1x

4.5x

5.0x

5.6x

6.3x

($ in millions, except per share data)

[

]

Discounted

Cash

Flow

Analysis—Consolidated

(cont.)

TOTAL ENTERPRISE VALUE

Rest.

Goose WACC

WACC

10.5%

11.0%

11.5%

12.0%

12.5%

13.0%

13.5%

14.0%

14.5%

10.5%

$1,365

$1,343

$1,323

$1,305

$1,289

$1,274

$1,261

$1,248

$1,237

11.0%

1,315

1,293

1,273

1,255

1,239

1,224

1,211

1,198

1,187

11.5%

1,270

1,248

1,228

1,210

1,194

1,179

1,166

1,153

1,142

12.0%

1,230

1,207

1,188

1,170

1,153

1,139

1,125

1,113

1,101

12.5%

1,193

1,171

1,151

1,133

1,117

1,102

1,088

1,076

1,065

13.0%

1,160

1,138

1,118

1,100

1,083

1,069

1,055

1,043

1,031

13.5%

1,129

1,107

1,087

1,069

1,053

1,038

1,025

1,012

1,001

14.0%

1,101

1,079

1,059

1,041

1,025

1,010

997

984

973

14.5%

1,076

1,053

1,034

1,016

999

985

971

959

947

Assumes 2.0% free cash flow perpetuity growth rate

IMPLIED TEV / 2010E EBITDA MULTIPLE

Rest.

Goose WACC

WACC

10.5%

11.0%

11.5%

12.0%

12.5%

13.0%

13.5%

14.0%

14.5%

10.5%

7.5x

7.3x

7.2x

7.1x

7.0x

6.9x

6.8x

11.0%

7.2x

7.1x

7.0x

6.9x

6.8x

6.7x

6.6x

6.5x

11.5%

6.9x

6.8x

6.7x

6.6x

6.5x

6.4x

6.3x

6.2x

12.0%

6.7x

6.6x

6.5x

6.4x

6.3x

6.2x

6.1x

6.0x

12.5%

6.5x

6.4x

6.3x

6.2x

6.1x

6.0x

5.9x

5.8x

13.0%

6.3x

6.2x

6.1x

6.0x

5.9x

5.8x

5.7x

5.6x

13.5%

6.2x

6.1x

5.9x

5.8x

5.7x

5.6x

5.5x

14.0%

6.0x

5.9x

5.8x

5.7x

5.6x

5.5x

5.4x

5.3x

14.5%

5.9x

5.8x

5.7x

5.6x

5.5x

5.4x

5.3x

5.2x

The following sets forth discounted cash flow sensitivity analysis for Lion

($ in millions, except per share data)

[

]

Discounted

Cash

Flow

Analysis—Consolidated

(cont.)

PRICE PER SHARE —

GOOSE DEBT IS NOT CONSOLIDATED

PRICE PER SHARE —

GOOSE DEBT IS CONSOLIDATED

Rest.

Goose WACC

WACC

10.5%

11.0%

11.5%

12.0%

12.5%

13.0%

13.5%

14.0%

14.5%

10.5%

$25.06

$23.76

$22.58

$21.53

$20.57

$19.70

$18.90

$18.17

$17.48

11.0%

22.10

20.80

19.62

18.57

17.60

16.71

15.89

15.14

14.45

11.5%

19.45

18.14

16.95

15.87

14.89

13.99

13.17

12.42

11.73

12.0%

17.04

15.71

14.50

13.42

12.44

11.54

10.73

9.97

9.28

12.5%

14.83

13.49

12.29

11.20

10.22

9.33

8.51

7.74

7.04

13.0%

12.82

11.48

10.27

9.19

8.20

7.29

6.45

5.68

4.97

13.5%

10.98

9.63

8.43

7.33

6.32

5.41

4.57

3.80

3.09

14.0%

9.29

7.93

6.71

5.60

4.59

3.68

2.84

2.07

1.36

14.5%

7.72

6.35

5.12

4.01

3.00

2.08

1.25

0.48

(0.23)

Rest.

Goose WACC

WACC

10.5%

11.0%

11.5%

12.0%

12.5%

13.0%

13.5%

14.0%

14.5%

10.5%

$30.05

11.0%

27.15

11.5%

24.50

12.0%

22.11

12.5%

19.95

13.0%

17.99

13.5%

16.15

14.0%

14.47

14.5%

12.91

Assumes 2.0% free cash flow perpetuity growth rate

The following sets forth discounted cash flow sensitivity analysis for Lion

($ in millions, except per share data)

[

]

Discounted

Cash

Flow

Analysis—Consolidated

(cont.)

IMPLIED TERMINAL VALUE EBITDA MULTIPLE

Rest.

Goose WACC

WACC

10.5%

11.0%

11.5%

12.0%

12.5%

13.0%

13.5%

14.0%

14.5%

10.5%

6.1x

6.0x

5.9x

5.8x

5.7x

5.6x

5.5x

11.0%

5.9x

5.8x

5.7x

5.6x

5.5x

5.4x

5.3x

11.5%

5.7x

5.6x

5.5x

5.4x

5.3x

5.2x

5.1x

12.0%

5.5x

5.4x

5.3x

5.2x

5.1x

5.0x

4.9x

12.5%

5.3x

5.2x

5.1x

5.0x

4.9x

4.8x

4.7x

13.0%

5.2x

5.1x

5.0x

4.9x

4.8x

4.7x

4.6x

13.5%

5.0x

4.9x

4.8x

4.7x

4.6x

4.5x

4.4x

14.0%

4.9x

4.8x

4.7x

4.6x

4.5x

4.4x

4.3x

14.5%

4.8x

4.7x

4.6x

4.5x

4.4x

4.3x

4.2x

Assumes 2.0% free cash flow perpetuity growth rate

The following sets forth discounted cash flow sensitivity analysis for Lion

($ in millions, except per share data)

[

]

Target Capital Structure (Low Discount Rate):

Discounted

Cash

Flow

Analysis—Restaurant

Group

Fiscal Year Ended December 31,

Terminal

($ in millions, except per share data)

2010E

2011E

2012E

2013E

2014E

FCF ¹

Unlevered Free Cash Flow

EBITDA

$140

$144

$149

$154

$159

Less: Depreciation & Amortization

(50)

(51)

(52)

(31)

EBIT

$90

$94

$98

$103

$107

$128

Less: Cash Taxes

(35)

(37)

(38)

(40)

(42)

(50)

EBIAT

$55

$57

$60

$63

$65

$78

Plus: Depreciation & Amortization

Plus: Stock Based Compensation

Less: Change in Net Working Capital

(6)

Maintenance Capital Expenditures

(13)

(22)

Growth Capital Expenditures

(9)

Unlevered Free Cash Flow

$80

$90

$94

$97

$100

$83

Terminal Value (11.0% Discount Rate / 2.0% Perpetuity Growth Rate)

$941

Discounted Unlevered Free Cash Flow and Terminal Value

$75

$77

$72

$67

$63

$558

Total Enterprise Value

$912

Less: Debt

(477)

Plus: Excess Cash

Equity Value

$450

Statistic

Multiple

Total Enterprise Value / 2009E EBITDA

$138

6.6x

Total Enterprise Value / 2010E EBITDA

140

6.5x

DISCOUNTED CASH FLOW ANALYSIS—RESTAURANT GROUP

The following sets forth discounted cash flow analysis for the Restaurant Group

Note:

Terminal free cash flow assumes depreciation and steady state capital expenditures are equal in perpetuity; steady state capital

expenditures were provided by management

[

]

Current Capital Structure (High Discount Rate):

Discounted

Cash

Flow

Analysis—Restaurant

Group

Fiscal Year Ended December 31,

Terminal

($ in millions, except per share data)

2010E

2011E

2012E

2013E

2014E

FCF ¹

Unlevered Free Cash Flow

EBITDA

$140

$144

$149

$154

$159

Less: Depreciation & Amortization

(50)

(51)

(52)

(31)

EBIT

$90

$94

$98

$103

$107

$128

Less: Cash Taxes

(35)

(37)

(38)

(40)

(42)

(50)

EBIAT

$55

$57

$60

$63

$65

$78

Plus: Depreciation & Amortization

Plus: Stock Based Compensation

Less: Change in Net Working Capital

(6)

Maintenance Capital Expenditures

(13)

(22)

Growth Capital Expenditures

(9)

Unlevered Free Cash Flow

$80

$90

$94

$97

$100

$83

Terminal Value (12.0% Discount Rate / 2.0% Perpetuity Growth Rate)

$847

Discounted Unlevered Free Cash Flow and Terminal Value

$75

$76

$71

$65

$60

$480

Total Enterprise Value

$827

Less: Debt

(477)

Plus: Excess Cash

Equity Value

$364

Statistic

Multiple

Total Enterprise Value / 2009E EBITDA

$138

6.0x

Total Enterprise Value / 2010E EBITDA

140

5.9x

DISCOUNTED CASH FLOW ANALYSIS—RESTAURANT GROUP

The following sets forth discounted cash flow analysis for the Restaurant Group

Note:

Terminal free cash flow assumes depreciation and steady state capital expenditures are equal in perpetuity; steady state capital

expenditures were provided by management

[

]

Discounted

Cash

Flow

Analysis—Restaurant

Group

The following sets forth discounted cash flow sensitivity analysis for the Restaurant Group

TOTAL ENTERPRISE VALUE

IMPLIED TEV / 2010E EBITDA MULTIPLE

Discount

Perpetuity Growth Rate

Rate

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

10.5%

$838

$894

$963

$1,050

$1,164

$1,320

11.0%

802

852

912

988

1,086

1,216

11.5%

769

814

867

934

1,018

1,128

12.0%

739

779

827

886

959

1,053

12.5%

711

747

790

842

906

988

Discount

Perpetuity Growth Rate

Rate

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

10.5%

6.0x

6.4x

6.9x

7.5x

8.3x

9.4x

11.0%

5.7x

6.1x

6.5x

7.1x

7.8x

8.7x

11.5%

5.5x

5.8x

6.2x

6.7x

7.3x

8.1x

12.0%

5.3x

5.6x

5.9x

6.3x

6.9x

7.5x

12.5%

5.1x

5.4x

5.7x

6.0x

6.5x

7.1x

($ in millions, except per share data)

IMPLIED TERMINAL VALUE EBITDA MULTIPLE

Discount

Perpetuity Growth Rate

Rate

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

10.5%

4.9x

5.4x

6.1x

7.0x

8.2x

9.8x

11.0%

4.7x

5.2x

5.8x

6.6x

7.6x

9.0x

11.5%

4.4x

4.9x

5.5x

6.2x

7.1x

8.3x

12.0%

4.3x

4.7x

5.2x

5.9x

6.7x

7.7x

12.5%

4.1x

4.5x

5.0x

5.5x

6.3x

7.2x

($ in millions, except per share data)

[

]

Target Capital Structure (Low Discount Rate):

Discounted

Cash

Flow

Analysis—Goose

DISCOUNTED CASH FLOW ANALYSIS—GOOSE

Fiscal Year Ended December 31,

Terminal

($ in millions, except per share data)

2010E

2011E

2012E

2013E

2014E

FCF ¹

Unlevered Free Cash Flow

EBITDA

$43

$49

$59

$64

$69

Less: Depreciation & Amortization

(33)

(34)

(35)

(36)

(37)

(14)

EBIT

$10

$15

$24

$28

$32

$56

Less: Cash Taxes

(4)

(6)

(9)

(11)

(12)

(22)

EBIAT

$15

$17

$19

$34

Plus: Depreciation & Amortization

Less: Changes in Net Working Capital

(16)

(0)

Maintenance Capital Expenditures

(8)

Growth Capital Expenditures

(6)

Unlevered Free Cash Flow

$16

$35

$45

$48

$51

$36

Terminal Value (11.0% Discount Rate / 2.0% Perpetuity Growth Rate)

$409

Discounted Unlevered Free Cash Flow and Terminal Value

$14

$29

$33

$32

$30

$243

Total Enterprise Value

$381

Less: Debt

(488)

Plus: Cash

Implied Equity Value

($108)

Statistic

Multiple

Total Enterprise Value / 2009E EBITDA

$35

10.8x

Total Enterprise Value / 2010E EBITDA

8.8x

The following sets forth discounted cash flow analysis for Goose

Note:

Terminal free cash flow assumes depreciation and steady state capital expenditures are equal in perpetuity; steady state capital

expenditures were provided by management

[

]

Current Capital Structure (High Discount Rate):

Discounted

Cash

Flow

Analysis—Goose

DISCOUNTED CASH FLOW ANALYSIS—GOOSE

Fiscal Year Ended December 31,

Terminal

($ in millions, except per share data)

2010E

2011E

2012E

2013E

2014E

FCF ¹

Unlevered Free Cash Flow

EBITDA

$43

$49

$59

$64

$69

Less: Depreciation & Amortization

(33)

(34)

(35)

(36)

(37)

(14)

EBIT

$10

$15

$24

$28

$32

$56

Less: Cash Taxes

(4)

(6)

(9)

(11)

(12)

(22)

EBIAT

$15

$17

$19

$34

Plus: Depreciation & Amortization

Less: Changes in Net Working Capital

(16)

(0)

Maintenance Capital Expenditures

(8)

Growth Capital Expenditures

(6)

Unlevered Free Cash Flow

$16

$35

$45

$48

$51

$36

Terminal Value (13.5% Discount Rate / 2.0% Perpetuity Growth Rate)

$320

Discounted Unlevered Free Cash Flow and Terminal Value

$14

$27

$31

$29

$27

$170

Total Enterprise Value

$298

Less: Debt

(488)

Plus: Cash

Implied Equity Value

($190)

Statistic

Multiple

Total Enterprise Value / 2009E EBITDA

$35

8.4x

Total Enterprise Value / 2010E EBITDA

6.9x

The following sets forth discounted cash flow analysis for Goose

Note:

Terminal free cash flow assumes depreciation and steady state capital expenditures are equal in perpetuity; steady state capital

expenditures were provided by management

[

]

Discounted

Cash

Flow

Analysis—Goose

The following sets forth discounted cash flow sensitivity analysis for Goose

TOTAL ENTERPRISE VALUE

IMPLIED TEV / 2010E EBITDA MULTIPLE

Discount

Perpetuity Growth Rate

Rate

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

10.5%

$348

$373

$403

$441

$490

$558

11.5%

318

337

361

390

426

474

12.5%

292

308

326

349

377

412

13.5%

270

283

298

316

338

365

14.5%

251

262

274

289

306

327

11.0%

332

354

381

414

456

513

Discount

Perpetuity Growth Rate

Rate

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

10.5%

8.1x

8.6x

9.3x

10.2x

11.4x

12.9x

11.5%

7.4x

7.8x

8.4x

9.0x

9.9x

11.0x

12.5%

6.8x

7.1x

7.6x

8.1x

8.7x

9.6x

13.5%

6.3x

6.6x

6.9x

7.3x

7.8x

8.5x

14.5%

5.8x

6.1x

6.4x

6.7x

7.1x

7.6x

11.0%

7.7x

8.2x

8.8x

9.6x

10.6x

11.9x

($ in millions, except per share data)

IMPLIED TERMINAL VALUE EBITDA MULTIPLE

Discount

Perpetuity Growth Rate

Rate

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

10.5%

4.9x

5.4x

6.1x

7.0x

8.2x

9.8x

11.5%

4.5x

4.9x

5.5x

6.2x

7.1x

8.3x

12.5%

4.1x

4.5x

5.0x

5.5x

6.3x

7.2x

13.5%

3.8x

4.1x

4.5x

5.0x

5.6x

6.3x

14.5%

3.5x

3.8x

4.2x

4.6x

5.1x

5.7x

11.0%

4.7x

5.2x

5.8x

6.6x

7.6x

9.0x

($ in millions, except per share data)

[

]

Illustrative Leveraged Buyout Analysis

Transaction Summary

VALUATION

PRO FORMA CAPITALIZATION

SOURCES

USES

Notes

Debt as of December 31, 2009. Adjusted for required working capital payments of approximately $15mm for the Restaurant Group

Cash as of December 31, 2009 of $27.6mm is shown net of minimum cash for Lion of $13mm (includes $10mm of Goose cage cash) and $13mm of required Goose working capital /

construction payments

Assumes 2.0% LIBOR floor on new revolver and new term loan

Financing assumptions based on Moelis estimates

($ in millions, except per share data)

Share Price 1-Day Prior to Announcement (9/8/09)

$10.86

Purchase Premium

0.0%

Purchase Price Per Share

$10.86

Fully Diluted Shares Outstanding

16.240

Purchase Price of Equity

$176

Plus: Existing Debt ¹

981

Less: Excess Cash ²

(2)

Purchase Total Enterprise Value

$1,155

Statistic

Multiple

Purchase TEV / 2009E Adj. EBITDA

$174

6.7x

Purchase TEV / 2010E Adj. EBITDA

183

6.3x

Current

Pro Forma

($ in millions)

Amount

Leverage

Adj.

Amount

Leverage

Cash

$28

(2)

$26

Restaurant Debt

$477

2.7x

(477)

0.0x

Goose Debt

488

5.6x

(488)

0.0x

Total Existing Debt

$966

5.6x

0.0x

New Revolver

5.6x

0.0x

New Term Loan

5.6x

285

1.6x

New Senior Notes

5.6x

510

4.6x

New Mezzanine

5.6x

4.6x

Total Debt

$966

5.6x

$795

4.6x

Equity

286

363

Total Capitalization

$1,252

$1,158

Interest

Cum.

Cum. Adj.

($ in millions)

Amount

Rate ³

Leverage

Excess Cash

0.1%

New Revolver

L+600

0.00x

1.71x

0.0%

New Term Loan

285

L+600

1.64x

3.00x

23.6%

New Senior Notes

510

11.5%

4.58x

5.31x

42.2%

New Mezzanine

15.0%

4.58x

5.31x

0.0%

Sponsor Equity

413

34.2%

Total Sources

$1,210

100.0%

($ in millions)

Amount

Purchase Equity

$176

14.6%

Repay All Existing Restaurant Debt

477

39.5%

Repay All Existing Goose Debt

488

40.4%

Financing Fees

1.5%

Est. Fees and Expenses (incl. 280G)

4.1%

Total Uses

$1,210

100.0%

[

]

Illustrative Leveraged Buyout Analysis (cont.)

Returns Analysis—Sensitivities

IRR—PURCHASE PREMIUM VS. EXIT MULTIPLE

IRR—PURCHASE PREMIUM VS. FEES / SEVERANCE

IRR—LEVERAGE MULTIPLE VS. EXIT MULTIPLE

Note: Assumes 6.5x exit multiple

($ in millions, except per share data)

2010E

Purchase

Exit Multiple

Multiple

Price

Premium

5.5x

6.0x

6.5x

7.0x

7.5x

8.0x

5.7x

$4.34

(60%)

23.8%

26.5%

29.0%

31.4%

33.5%

35.6%

5.9x

5.97

(45%)

21.9%

24.5%

27.0%

29.3%

31.4%

33.4%

6.0x

7.60

(30%)

20.1%

22.7%

25.1%

27.4%

29.5%

31.4%

6.2x

9.23

(15%)

18.5%

21.0%

23.4%

25.6%

27.7%

29.6%

6.3x

10.86

16.9%

19.5%

21.8%

24.0%

26.0%

27.9%

6.5x

12.49

15%

15.5%

18.0%

20.4%

22.5%

24.5%

26.4%

6.6x

14.12

30%

14.2%

16.7%

19.0%

21.1%

23.1%

24.9%

6.8x

15.75

45%

13.0%

15.5%

17.7%

19.8%

21.8%

23.6%

Adj. Lev.

Exit Multiple

Multiple

5.5x

6.0x

6.5x

7.0x

7.5x

8.0x

4.50x

14.3%

16.3%

18.1%

19.9%

21.5%

23.1%

4.75x

15.0%

17.1%

19.1%

20.9%

22.7%

24.3%

5.00x

15.7%

18.0%

20.1%

22.1%

24.0%

25.7%

5.25x

16.6%

19.1%

21.4%

23.6%

25.5%

27.4%

5.50x

17.8%

20.5%

23.0%

25.3%

27.5%

29.5%

5.75x

19.4%

22.4%

25.2%

27.8%

30.1%

32.3%

6.00x

21.4%

24.8%

27.9%

30.7%

33.3%

35.7%

6.25x

24.2%

28.1%

31.5%

34.7%

37.5%

40.2%

2010E

Purchase

Est. Fees and Expenses (incl. 280G)

Multiple

Price

Premium

$10

$20

$30

$40

$50

5.7x

$4.34

(60%)

33.6%

32.6%

31.6%

30.7%

29.9%

29.0%

5.9x

5.97

(45%)

31.1%

30.2%

29.3%

28.5%

27.7%

27.0%

6.0x

7.60

(30%)

28.8%

28.0%

27.3%

26.5%

25.8%

25.1%

6.2x

9.23

(15%)

26.8%

26.1%

25.4%

24.7%

24.0%

23.4%

6.3x

10.86

24.9%

24.2%

23.6%

23.0%

22.4%

21.8%

6.5x

12.49

15%

23.2%

22.6%

22.0%

21.4%

20.9%

20.4%

6.6x

14.12

30%

21.6%

21.1%

20.5%

20.0%

19.5%

19.0%

6.8x

15.75

45%

20.2%

19.6%

19.1%

18.7%

18.2%

17.7%

[

]

Illustrative Leveraged Buyout Analysis (cont.)

Pro Forma Credit Statistics

CREDIT STATISTICS AND DEBT PAYDOWN

Fiscal Year Ended December 31,

($ in millions)

2009E

2010E

2011E

2012E

2013E

2014E

Total Debt

$795

$733

$650

$544

$510

Total Debt / Adj. EBITDA

4.6x

4.0x

3.4x

2.6x

2.3x

2.2x

Net Debt

$769

$720

$637

$531

$413

$284

Net Debt / Adj. EBITDA

4.4x

3.9x

3.3x

2.6x

1.9x

1.2x

Adj. EBITDA / Cash Interest Expense

2.3x

2.5x

3.0x

3.6x

3.9x

(Adj.

EBITDA

CapEx)

Cash

Interest

Expense

1.9x

2.1x

2.6x

3.1x

3.4x

Levered Free Cash Flow

$49

$83

$105

$119

$129

Cumulative Levered Free Cash Flow

$49

$132

$238

$356

$485

Net Debt Paydown

($49)

($83)

($105)

($119)

($129)

Cumulative Net Debt Paydown

(49)

(132)

(238)

(356)

(485)

Cumulative Net Debt Paydown

6.4%

17.2%

30.9%

46.3%

63.1%

[

]

WACC Analysis—Restaurants

Levered

Total

Market

Debt /

Equity /

Debt /

Unlevered

Ticker

Company

Beta ¹

Book Debt

Cap

Equity

Debt + Equity

Beta

EAT

Brinker International Inc.

1.67

$728.8

$1,291.1

56.5%

63.9%

36.1%

1.10

DRI

Darden Restaurants, Inc.

1.21

1,805.5

4,234.5

42.6%

70.1%

29.9%

0.92

CHUX

O'Charley's Inc.

1.45

132.7

145.6

91.1%

52.3%

47.7%

0.93

RRGB

Red Robin Gourmet Burgers Inc.

1.36

208.4

259.9

80.2%

55.5%

44.5%

0.84

Ruby Tuesday, Inc.

1.79

386.4

429.5

90.0%

52.6%

47.4%

1.15

TXRH

Texas Roadhouse Inc.

1.00

126.5

664.4

19.0%

84.0%

16.0%

0.88

BJRI

BJ's Restaurants Inc.

1.12

7.0

428.9

1.6%

98.4%

1.6%

1.10

CPKI

California Pizza Kitchen Inc.

1.27

50.0

313.7

15.9%

86.3%

13.7%

1.13

CAKE

The Cheesecake Factory Incorporated

1.40

150.0

1,093.6

13.7%

87.9%

12.1%

1.26

PFCB

PF Chang's China Bistro Inc.

1.08

155.2

683.0

22.7%

81.5%

18.5%

0.92

MSSR

McCormick & Schmick's Seafood Restaurants, Inc.

1.49

23.7

89.3

26.6%

79.0%

21.0%

1.28

MRT

Morton's Restaurant Group Inc.

1.04

77.3

62.0

124.8%

44.5%

55.5%

0.59

RUTH

Ruth's Hospitality Group Inc.

1.79

148.5

75.2

197.6%

33.6%

66.4%

0.81

Mean

60.2%

68.4%

31.6%

1.00

Median

42.6%

70.1%

29.9%

0.93

Lion (Total Company)

1.34

$980.6

$177.0

553.9%

15.3%

84.7%

0.28

BETA DERIVATION—RESTAURANTS

Source: Capital IQ, Public filings, Bloomberg

Note:

Two-year weekly adjusted beta

($ in millions, except per share data)

[

]

Inputs Based on

WACC

Comparables

Company

Long-Term Risk Free Rate ¹

3.4%

Market Risk Premium ²

MRP

6.5%

Small Cap Premium ²

2.4%

4.1%

Median Unlevered Beta of Comparables

0.93

Tax Rate

39.0%

Weight of Debt

29.9%

60.0%

Weight of Equity

70.1%

40.0%

Levered Equity Beta

1.17

1.78

Cost of Debt ³

9.5%

12.2%

Cost of Equity

Levered Equity Beta

1.17

1.78

Market Risk Premium ²

MRP

6.5%

Industry Risk Premium

7.6%

11.6%

Small Cap Premium ²

2.4%

4.1%

Long-Term Risk Free Rate ¹

3.4%

Cost of Equity

13.4%

19.1%

WACC (Kd * (1-t) * Wd + Ke * We)

11.1%

12.1%

WACC Analysis—Restaurants (cont.)

WEIGHTED AVERAGE COST OF CAPITAL CALCULATION—RESTAURANTS

Source: Capital IQ, Public filings, Bloomberg

Notes:

10-Year U.S. Treasury bond rate

Ibbotson Associates report (August 2009); Lion equity value is currently at the mid-point of Ibbotson’s prescribed range

Cost of debt based on current yields of selected debt comparables and current Lion parent debt

[

]

WACC Analysis—Gaming

BETA

DERIVATION—GAMING

Source: Capital IQ, Public filings, Bloomberg

Notes:

Two-year weekly adjusted beta

Penn National equity assumes conversion of the company’s $1.25bn preferred into 27.8mm shares at the current share price per the company’s public filings

($ in millions, except per share data)

Levered

Total

Market

Debt /

Equity /

Debt /

Unlevered

Ticker

Company

Beta ¹

Book Debt

Cap

Equity

Cap

Beta

ASCA

Ameristar Casinos Inc.

1.92

$1,665.9

$862.1

193.2%

34.1%

65.9%

0.88

BYD

Boyd Gaming Corp

2.00

2,745.6

634.7

432.6%

18.8%

81.2%

0.55

ISLE

Isle of Capri Casinos Inc.

1.56

1,301.1

246.2

528.4%

15.9%

84.1%

0.37

MCRI

Monarch Casino & Resort Inc.

1.59

48.7

111.9

43.5%

69.7%

30.3%

1.26

PENN

Penn

National

Gaming²

1.55

2,379.4

2,690.0

88.5%

53.1%

46.9%

1.00

PNK

Pinnacle Entertainment Inc.

2.19

1,035.7

507.5

204.1%

32.9%

67.1%

0.97

Mean

248.4%

37.4%

62.6%

0.84

Median

198.6%

33.5%

66.5%

0.93

Lion (Total Company)

1.34

$980.6

$177.0

553.9%

15.3%

84.7%

0.28

[

]

WACC Analysis—Gaming (cont.)

WEIGHTED AVERAGE COST OF CAPITAL CALCULATION—GAMING

Source: Capital IQ, Public filings, Bloomberg

Notes:

10-Year U.S. Treasury bond rate

Ibbotson Associates report (August 2009); Lion equity value is currently at the mid-point of Ibbotson’s prescribed range

Cost of equity based on the Company’s current capital structure assumes some option value in the current equity. The cost of debt is based on current yields of selected debt

comparables and current Goose debt

Inputs Based on

WACC

Comparables

Company

Long-Term Risk Free Rate ¹

3.4%

Market Risk Premium ²

MRP

6.5%

Small Cap Premium ²

2.4%

4.1%

Median Unlevered Beta of Comparables

0.93

Tax Rate

39.0%

Weight of Debt

66.5%

85.0%

Weight of Equity ³

33.5%

15.0%

Levered Equity Beta

2.05

4.13

Cost of Debt ³

12.0%

16.4%

Cost of Equity

Levered Equity Beta

2.05

4.13

Market Risk Premium ²

MRP

6.5%

Industry Risk Premium

13.3%

26.9%

Small Cap Premium ²

2.4%

4.1%

Long-Term Risk Free Rate ¹

3.4%

Cost of Equity

19.1%

34.4%

WACC (Kd * (1-t) * Wd + Ke * We)

11.3%

13.6%

[

]

Precedent Minority Squeeze-Out Transactions

SELECTED MINORITY SQUEEZE-OUT TRANSACTIONS (2005 TO PRESENT)

Source: Thomson One

Note:

Assumes transaction announcement on November 2, 2009

Premiums paid and percent stake acquired in selected closed minority squeeze-out transactions

valued between $50 million and $5 billion since 2005

($ in millions, except per share data)

Date

Deal

% of Shares

% Premium to Share Price

Announced

Target

Acquirer

Industry

Value

Acquired

1 Day

1-Week

1-Month

3/23/09

Cox Radio

Cox Enterprises

Broadcasting

$82

21.6%

45.5%

47.7%

(5.1%)

3/3/09

Magellan Midstream

Magellan Midstream Partners

Pipelines

1,148

45.4%

22.2%

22.6%

17.5%

8/12/08

Union Bank of California

Bank of Tokyo -

Mitsubishi UFJ

Banks

3,707

38.9%

26.3%

28.6%

103.0%

3/10/08

Nationwide Financial Services

Nationwide Mutual Insurance

Insurance

2,450

35.7%

37.8%

28.7%

12/20/07

Meridian Gold

Yamana

Gold

Metals & Mining

358

10.7%

0.5%

(5.0%)

(7.6%)

10/23/07

Waste Industries USA

Investor Group

Water and Waste Management

272

49.0%

33.5%

40.9%

31.5%

7/17/07

Alfa

Investor Group

Insurance

890

47.3%

44.7%

44.9%

31.5%

7/12/07

Biomet

LVB Acquisition

Healthcare Equipment & Supplies

2,046

20.0%

0.5%

0.4%

1.0%

6/6/07

OCPI

Oplink

Communications

Electronics

41.8%

10.7%

10.0%

2/22/07

Great American Financial Resources

American Financial Group

Insurance

245

24.4%

13.2%

15.0%

12.5%

11/20/06

TD Banknorth

Toronto -

Dominion Bank

Banks

3,232

45.4%

6.5%

8.4%

7.1%

10/9/06

NetRatings

VNU NV

Internet Software & Services

378

44.2%

44.1%

45.0%

46.1%

8/23/06

Case Pomeroy & Co.

CP Newco

Real Estate

14.0%

8.8%

3/21/06

Erie Family Life Insurance

Erie Indemnity

Insurance

24.9%

6.7%

17.4%

20.8%

10/10/05

Micro Therapeutics

ev3

Healthcare Equipment & Supplies

101

28.1%

8.3%

14.7%

7.3%

9/27/05

New Valley

Vector Group

Other Financials

106

42.3%

44.7%

43.7%

46.7%

9/12/05

WFS Financial

Wachovia

Credit Institutions

504

16.6%

13.8%

11.5%

28.2%

9/1/05

7-Eleven

IYG Holding Co

Food & Beverage Retailing

1,301

30.3%

32.3%

31.0%

14.1%

7/8/05

Cruzan International

Absolut

Spirits Co

Food and Beverage

32.2%

12.5%

9.1%

8.7%

7/1/05

Tipperary

Santos

Oil & Gas

140

45.5%

18.9%

16.1%

36.3%

3/3/05

Siliconix

Vishay Intertechnology

Semiconductors

197

19.6%

16.2%

18.3%

9.7%

2/21/05

Eon Labs

Novartis AG

Pharmaceuticals

933

33.6%

11.0%

7.8%

23.5%

1/27/05

Genencor

International

Danisco

A/S

Biotechnology

184

16.0%

23.9%

22.4%

15.8%

Mean

$807

31.6%

21.0%

21.2%

21.6%

Median

272

32.2%

16.2%

17.4%

15.8%

Toucan Offer ¹

$107

44.9%

35.3%

29.5%

40.5%

[

]

Illustrative Corporate and Non-Strategic Real Estate Analysis

Moelis and the Special Committee reviewed potential additional value from corporate and

non-strategic real estate

CORPORATE AND NON-STATEGIC REAL ESTATE

Analysis assumes that a sale-leaseback market is available for non-revenue producing office space

Estimated value of $25mm before potential tax payments due upon a sale

Also, Lion is assumed to lease-back corporate real estate upon a potential sale

Notes:

Based on Lion’s current blended cost of debt

Gross of potential tax payments due upon sale

Fiscal Year Ended December 31,

($ in millions)

2010E

2011E

2012E

2013E

2014E

Terminal

Corporate Real Estate Value

$13.0

Assumed Cap Rate

10.0%

Rent Expense

$1.3

Tax Rate

39.0%

Rent Expense (After-Tax)

$0.8

Annual Escalator

2.0%

Additional Rent Expense

$1.3

$1.4

Tax Savings

(0.5)

(0.6)

Additional Rent Expense After -Tax

$0.8

$0.9

Terminal Value (10.0% Discount Rate ¹

/ 2.0% Perpetuity Growth Rate)

$10.9

Total Additional Rent Expense

$9.9

Additional Real Estate Summary

Corporate Real Estate

13.0

Non-Strategic Real Estate

21.7

Total Gross Value Before New Rent

$34.7

Additional Rent Expense

(9.9)

Gross Real Estate Value ²

$24.8