EXHIBIT 10.13 COOL RIVER RESTAURANT DEVELOPMENT, L.P. SUBSCRIPTION AGREEMENT 1. SUBSCRIPTION. The undersigned (the "Subscriber") hereby irrevocably subscribes to purchase from Cool River Restaurant Development, L.P., a Delaware limited partnership...Subscription Agreement • June 14th, 2002 • Total Entertainment Restaurant Corp • Retail-eating places • Texas
EXHIBIT 1.1 2,125,000 SHARES TOTAL ENTERTAINMENT RESTAURANT CORP. COMMON STOCK $0.01 PAR VALUE UNDERWRITING AGREEMENT DATED JULY 19, 2002Underwriting Agreement • July 19th, 2002 • Total Entertainment Restaurant Corp • Retail-eating places • New York
Common StockUnderwriting Agreement • June 24th, 1997 • Total Entertainment Restaurant Corp • Retail-eating places • New York
AMENDMENT TO SERVICES AGREEMENTServices Agreement • March 30th, 1998 • Total Entertainment Restaurant Corp • Retail-eating places
EXHIBIT 10.12 COOL RIVER RESTAURANT AUSTIN, L.P. SUBSCRIPTION AGREEMENT 1. SUBSCRIPTION. The undersigned (the "Subscriber") hereby irrevocably subscribes to purchase from Cool River Restaurant Austin, L.P., a Delaware limited partnership (the...Subscription Agreement • June 14th, 2002 • Total Entertainment Restaurant Corp • Retail-eating places • Texas
4- 5 all such tax returns and reports are true, complete and correct in all material respects. Each of the Subsidiary Corporations and the Subsidiary Limited Partnerships have paid in full or made adequate provision by the establishment of reserves...Exchange Agreement • March 14th, 1997 • Total Entertainment & Restaurant Corp • Delaware
EXHIBIT 10.18 FOX & HOUND OF LITTLETON, INC. STOCKHOLDERS AGREEMENT THIS STOCKHOLDERS AGREEMENT (this "Agreement") is made as of the 12th day of June 2002 by and among TENT FINANCE, INC., a Delaware corporation ("TENT"); GARY M. JUDD ("Judd"); and...Stockholders Agreement • July 2nd, 2002 • Total Entertainment Restaurant Corp • Retail-eating places • Kansas
505 UNIVERSITY EAST OFFICE LEASEOffice Lease • March 14th, 1997 • Total Entertainment & Restaurant Corp
RECITALSEmployment Agreement • June 14th, 2002 • Total Entertainment Restaurant Corp • Retail-eating places
RECITALSPledge and Security Agreement • July 2nd, 2002 • Total Entertainment Restaurant Corp • Retail-eating places • Kansas
1 EXHIBIT 10.6 INDEMNIFICATION AGREEMENT This Agreement made and entered into this _____ day of __________, 1997, by and between TOTAL ENTERTAINMENT RESTAURANT CORP., a Delaware corporation, hereinafter called the "Company," and ________________,...Indemnification Agreement • March 14th, 1997 • Total Entertainment & Restaurant Corp • Delaware
1 Exhibit 10.11 FIRST AMENDMENT TO THE LEASE BETWEEN REAL ALCHEMY I, L.P. ("LANDLORD") AND MIDWAY ENTERTAINMENT, LTD. ("TENANT") The Basic Lease Information is amended to read: MINIMUM RENT The minimum monthly rental is $11,867.63 ($13.50 per square...Lease Agreement • March 14th, 1997 • Total Entertainment & Restaurant Corp
RECITALSEmployment Agreement • June 24th, 1997 • Total Entertainment Restaurant Corp • Retail-eating places • Texas
3- 2 bind the estate of Guarantor as to Indebtedness created both before and after the death or incapacity of Guarantor, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or...Commercial Guaranty • March 14th, 1997 • Total Entertainment & Restaurant Corp • Kansas
1 EXHIBIT 10.8 CONFIDENTIALITY AND NON-COMPETITION AGREEMENT This Confidentiality and Non-competition Agreement ("Agreement") is made and entered into this 20th day of February, 1997, by and between Eatertainment Inc. (the "Company") and Dennis L....Confidentiality and Non-Competition Agreement • March 14th, 1997 • Total Entertainment & Restaurant Corp • Kansas
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 21st, 2005 • Fox & Hound Restaurant Group • Retail-eating places • Delaware
INDEMNIFICATION AGREEMENT, made and executed this 20th day of December, 2005 (this "Agreement"), by and between FOX & HOUND RESTAURANT GROUP, a Delaware corporation (the "Company"), and [________], an individual resident of the State of [Kansas] (the "Indemnitee").
EXHIBIT 10.10 AGREEMENT FOR SALE AND PURCHASE OF ASSETS THIS AGREEMENT, made and entered into this _____ day of February, 2002, by and between BMR Restaurants, LLC, hereinafter referred to as "Seller", and Fox & Hound of Virginia, Inc., a Virginia...Agreement for Sale and Purchase of Assets • June 14th, 2002 • Total Entertainment Restaurant Corp • Retail-eating places
June 14, 2002Loan Agreement • June 14th, 2002 • Total Entertainment Restaurant Corp • Retail-eating places
1 EXHIBIT 10.10 SHOPPING CENTER LEASE THIS LEASE is made effective as of June 1, 1995, between the Landlord and Tenant named below to evidence the following: BASIC LEASE INFORMATION A. Shopping Center Name: Midway Square B. Landlord: Real Alchemy I,...Shopping Center Lease • March 14th, 1997 • Total Entertainment & Restaurant Corp
EXHIBIT 10.8.1 FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment") is made and entered into this 30 day of October , 2001, by and among INTRUST BANK, N.A. ("Bank"), TENT Finance, Inc., a Delaware Corporation,...Loan Agreement • June 14th, 2002 • Total Entertainment Restaurant Corp • Retail-eating places • Kansas
EXHIBIT 10.8.3 FIRST RESTATED LOAN AGREEMENT ----------------------------- THIS FIRST RESTATED LOAN AGREEMENT made and entered into this 1st day of October 2003 by and among INTRUST Bank, N.A. (herein referred to as "Bank"), TENT Finance, Inc., a...Loan Agreement • March 29th, 2004 • Total Entertainment Restaurant Corp • Retail-eating places • Kansas
AGREEMENT AND PLAN OF MERGER by and among FOX & HOUND RESTAURANT GROUP, F&H ACQUISITION CORP. and NPSP ACQUISITION CORP. Dated as of January 30, 2006Merger Agreement • February 2nd, 2006 • Fox & Hound Restaurant Group • Retail-eating places • Delaware
This Agreement and Plan of Merger (this "Agreement") is made and entered into as of January 30, 2006, by and among Fox & Hound Restaurant Group, a Delaware corporation (the "Company"), F&H Acquisition Corp., a Delaware corporation ("Purchaser"), and NPSP Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Purchaser ("Merger Sub"), and solely for purposes of Section 8.15, Newcastle Partners, L.P., a Texas limited partnership ("NP"), and Steel Partners II, L.P., a Delaware limited partnership (together with NP, the "Sponsors").
RECITALSEmployment Agreement • June 24th, 1997 • Total Entertainment Restaurant Corp • Retail-eating places • Texas
1 Exhibit 10.12 AMENDMENT TO SHOPPING CENTER LEASE This Amendment, dated December 6, 1996, is to a certain Shopping Center Lease made and entered into the 1st day of June, 1995, between Real Alchemy I, L.P., as Landlord, and Midway Entertainment,...Shopping Center Lease • March 14th, 1997 • Total Entertainment & Restaurant Corp
LOAN AGREEMENTLoan Agreement • June 14th, 2002 • Total Entertainment Restaurant Corp • Retail-eating places • Kansas
ARTICLE I DEFINITIONSLoan Agreement • October 23rd, 1998 • Total Entertainment Restaurant Corp • Retail-eating places • Kansas
AGREEMENT FOR SALE AND PURCHASE OF ASSETSAgreement for Sale and Purchase of Assets • April 25th, 2005 • Total Entertainment Restaurant Corp • Retail-eating places
THIS AGREEMENT, made and entered into this 22nd day of November, 2004 by and between BMR-Raleigh Restaurants, LLC, hereinafter referred to as “Seller,” and North Carolina Fox & Hound, Inc., a North Carolina corporation, hereinafter referred to as “Purchaser.”
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among FOX & HOUND RESTAURANT GROUP, FOX ACQUISITION COMPANY and F&H FINANCE CORP. Dated as of January 17, 2006 Page AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 17th, 2006 • Fox & Hound Restaurant Group • Retail-eating places • Delaware
This Amended and Restated Agreement and Plan of Merger (this "Agreement") is made and entered into as of January 17, 2006, by and among Fox & Hound Restaurant Group, a Delaware corporation (the "Company"), Fox Acquisition Company, a Delaware corporation ("Purchaser"), and F&H Finance Corp., a Delaware corporation and wholly-owned subsidiary of Purchaser ("Merger Sub"), and solely for purposes of Section 8.15, Levine Leichtman Capital Partners III, L.P., a California limited partnership (the "Sponsor"). This Agreement supercedes, amends and entirely restates that Agreement and Plan of Merger dated December 29, 2005 (the "Original Agreement") among the Company, Purchaser and Merger Sub.
RECITALS:Bookkeeping Services Agreement • June 14th, 2002 • Total Entertainment Restaurant Corp • Retail-eating places • Kansas
EXHIBIT 99.2.1 [F & H RESTAURANT CORP. LETTERHEAD] February 28, 2002 Franchise Services Company, LLC 2424 N. Woodlawn Wichita, Kansas RE: Bookkeeping Services Agreement / March 1,1999 to February 28, 2002 Gentlemen: The parties to the Bookkeeping...Bookkeeping Services Agreement • June 14th, 2002 • Total Entertainment Restaurant Corp • Retail-eating places
The parties to the Bookkeeping Services Agreement referenced above mutually agree to extend the term of the agreement for three years at the expiration of the current term on February 28, 2002, under the same terms and conditions. THE EXTENDED TERM SHALL COMMENCE ON MARCH 1, 2002 AND EXTEND THROUGH FEBRUARY 28, 2005.
Re: Bookkeeping Services Agreement/March 1, 1999 to February 28, 2002 And extension March 1, 2005 to February 28, 2006Bookkeeping Services Agreement • March 28th, 2005 • Total Entertainment Restaurant Corp • Retail-eating places
The parties to the Bookkeeping Services Agreement referenced above mutually agree to extend the term of the agreement for one year at the expiration of the current term on February 28, 2005, under the same terms and conditions. The extended term shall commence on March 1, 2005 and extend through February 28, 2006.
TERMINATION AGREEMENTTermination Agreement • February 2nd, 2006 • Fox & Hound Restaurant Group • Retail-eating places • Delaware
This Termination Agreement (this "Termination Agreement") is entered into as of, and effective as of, February 1, 2006, by and among Fox & Hound Restaurant Group, a Delaware corporation (the "Company"), Fox Acquisition Company, a Delaware corporation ("Purchaser"), F&H Finance Corp., a Delaware corporation ("Merger Sub"), and Levine Leichtman Capital Partners III, L.P., a California limited partnership ("LLCP"), in connection with the Amended and Restated Agreement and Plan of Merger, dated as of January 17, 2006 (the "Merger Agreement"), by and among the Company, Purchaser, Merger Sub and, solely with respect to Section 8.15 of the Merger Agreement, LLCP. Capitalized terms used herein but not defined herein shall have the meaning given them in the Merger Agreement.
ContractAgreement and Plan of Merger • January 20th, 2006 • Fox & Hound Restaurant Group • Retail-eating places
EXHIBIT 99.1 TOTAL ENTERTAINMENT Promotional Retainer Proposal Patrick Henry Creative Promotions, Inc. (PHCP) will provide promotion/marketing services and act as an independent contractor for Total Entertainment (TE) in accordance with and subject to...Promotional Retainer Proposal • June 14th, 2002 • Total Entertainment Restaurant Corp • Retail-eating places
ContractMerger Agreement • February 3rd, 2006 • Fox & Hound Restaurant Group • Retail-eating places
