AGREEMENT AND PLAN OF MERGER by and among FOX & HOUND RESTAURANT GROUP, FOX ACQUISITION COMPANY and F&H FINANCE CORP. Dated as of December 29, 2005Merger Agreement • January 6th, 2006 • Fox Acquisition Co • Retail-eating places • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of December 29, 2005, 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”).
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, 2006Agreement and Plan of Merger • January 18th, 2006 • Fox Acquisition Co • 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.
TERMINATION AGREEMENTTermination Agreement • February 2nd, 2006 • Fox Acquisition Co • 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.
Levine Leichtman Capital Partners III, L.P.Commitment Letter • January 6th, 2006 • Fox Acquisition Co • Retail-eating places • Delaware
This letter will confirm the commitment of Levine Leichtman Capital Partners III, L.P. (“LLCP”) and Levine Leichtman Capital Partners III-Amicus Fund, L.P. (“LLCP-Amicus” and, together with “LLCP”, the “LLCP Entities”) to provide financing (the “Financing”) directly to Offeror or indirectly through FAC in an amount of up to $100,000,000 in cash (i) to provide a portion of the consideration necessary for Offeror to purchase the Shares pursuant to the Offer, (ii) to provide a portion of the Merger Consideration or the Cash Amount pursuant to the Merger and (iii) to pay related fees and expenses in connection with (i) and (ii) hereof. Such amount will be payable by the LLCP Entities on or prior to the expiration date of the Offer (as extended, as provided in the Merger Agreement), subject to the satisfaction or waiver by FAC or Offeror of all of the conditions to the Offer set forth on Annex A to the Merger Agreement (the “Offer Conditions”). LLCP shall be obligated to fund 93.52% of any
