1
Exhibit 2.5
EGI-CHART HOUSE
JOINDER
This JOINDER is made and delivered as of December 10, 1999, by the
undersigned to the benefit of each of the parties to the following agreements
(collectively, the "Agreements"):
A. That certain Second Amended and Restated Standstill Agreement dated
as of March 21, 1999, among Chart House Enterprises, Inc., a Delaware
corporation (the "Company"), EGI-Chart House Investors, LLC, a Delaware limited
liability company f/k/a Chart House Investors, L.L.C. ("CHI"), Samstock, L.L.C.,
a Delaware limited liability company ("Samstock"), Samstock/ZFT, L.L.C., a
Delaware limited liability company ("ZFT"), F. Xxxxxx Xxxxx, individually
("Handy"), F. Xxxxxx Xxxxx, as trustee of the Xxxxxx Trust ("FPH Trustee"), and
MelChart LLC, an Illinois limited liability company ("MelChart"), and Alpha/ZFT
Partnership, an Illinois general partnership ("Alpha"); and
B. That certain Amended And Restated Stockholders' Agreement
("Agreement") dated as of March 31, 1999, by and among Samstock, ZFT, CHI,
Handy, FPH Trustee, and MelChart and, solely for purposes of Sections 1, 2(g),
2(h), 3, 4(a) and 10 through 19 inclusive of the Agreement, the Company.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agrees as
follows:
1. Agreement to be Bound. The undersigned hereby agrees that, upon
execution of this Joinder, the undersigned shall become a party to, and shall be
fully bound by, each of the Agreements, to the same extent that CHI was
originally bound thereby, from and after the date hereof; provided, however,
that the undersigned shall be liable under the Agreements only in respect of the
undersigned's own acts or omissions, and only with respect to the undersigned's
own securities in the Company, and the undersigned shall not be liable with
respect to the acts or omissions of any other person or entity not controlled by
the undersigned, including without limitation, Samstock, ZFT or any of their
affiliates.
2. Notices. All notices, demands or other communications to the
undersigned pursuant to or regarding any of the Agreements shall be directed to
the address set forth below the undersigned's signature hereto.
IN WITNESS WHEREOF, the undersigned has executed this Joinder as of
the date first above written.
SAMSTOCK/ALPHA, L.L.C.
/s/ Xxxxxx X. Xxxxxxxxxxx
--------------------------------
By: Xxxxxx X. Xxxxxxxxxxx
Its: Vice President
Address:
Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
