Exhibit 99.6
Renaissance Capital Growth & Income Fund III, Inc.
Renaissance US Growth & Income Trust PLC
BFSUS Special Opportunities Trust PLC
c/o Renaissance Capital Group, Inc.
0000 X. Xxxxxxx Xxxxxxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
July 11, 2002
D&B Acquisition Sub, Inc.
D&B Holdings, I, Inc.
c/o Gibson, Xxxx & Xxxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Re: Xxxx & Buster's Inc.
Gentlemen:
This letter sets forth our agreement that, for the purpose of inducing you
to enter into Amendment No. 1 to the Merger Agreement (as defined below),
Renaissance Capital Growth & Income Fund III, Inc., Renaissance US Growth &
Income Trust PLC and BFSUS Special Opportunities Trust PLC (the "Renaissance
Funds") will vote in favor of the Agreement and Plan of Merger as amended (the
"Merger Agreement") among D&B Acquisition Sub, Inc. ("Purchaser"), D&B Holdings
I, Inc. and Xxxx & Buster's, Inc. (the "Company") at a meeting of stockholders
of the Company called for that purpose, pursuant to which Purchaser will agree
to merge with and into the Company and pay to holders of shares of Common Stock,
par value $.01 per share, of the Company (the "Common Stock"), $13.50 cash per
share of Common Stock, and the Renaissance Funds will not sell or transfer their
shares prior to the record date for such meeting, provided, that in the event
that a tender offer or exchange offer for the Common Stock is made by a third
party valued at higher than $13.50 per share, this letter agreement shall have
no force or effect, and the Renaissance Funds may tender their shares to the
third party, consistent with their fiduciary duties.
This agreement shall terminate upon the earlier (a) termination of the
Merger Agreement by the Company in accordance with its terms in order to accept
a Superior Proposal (as defined in the Merger Agreement), (b) any other
termination of the Merger Agreement in accordance with its terms, or (c) the
Closing of the Merger.
Please indicate your consent and agreement to the foregoing by signing
where indicated below.
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
By: Renaissance Capital Group, Inc.,
Investment Advisor
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------
Xxxxxxx Xxxxxxxxx
President and CEO
RENAISSANCE US GROWTH & INCOME TRUST PLC
By: /s/ Xxxxxxx Xxxxxxxxx
-------------------------------------------
Xxxxxxx Xxxxxxxxx, Director
BFSUS SPECIAL OPPORTUNITIES TRUST PLC
By: /s/ Xxxxxxx Xxxxxxxxx
-------------------------------------------
Xxxxxxx Xxxxxxxxx, Director
Agreed to and accepted this 12th day of July, 2002.
D&B Acquisition Sub, Inc.
By: /s/ Xxxxx Xxxxx
-----------------------------------
Name: Xxxxx Xxxxx
Title: President
D&B Holdings I, Inc.
By: /s/ Xxxxx Xxxxx
-----------------------------------
Name: Xxxxx Xxxxx
Title: President
