Exhibit (d) (4)
INVESTCORP BANK E.C. INVESTCORP
P.O. Box 5340, Manama, Bahrain
Telephone: 532000
Telex: 9664 INCORP BN
Fax: 530816
Xxxx & Buster's, Inc.
0000 Xxxxxx Xxxxx
Xxxxxx, Xxxxx 00000
The undersigned, INVESTCORP BANK E.C. ("Investcorp"), hereby guarantees
that D&B Acquisition Sub, Inc. ("Purchaser") and D&B Holdings I, Inc. ("Parent")
will each perform its obligations under the Agreement and Plan of Merger dated
as of May 30, 2002 by and among Purchaser, Xxxxxx and Xxxx & Buster's Inc. (the
"Company") (the "Agreement"); provided, however, that this guarantee shall
terminate immediately following the Effective Time of the Merger. The
undersigned hereby represents and warrants to the Company that (i) it has full
corporate power and authority to execute and deliver this agreement and perform
its obligations hereunder, (ii) it has taken all actions necessary to authorize
the execution, delivery and performance of this agreement by it, (iii) such
execution, delivery and performance do not conflict with, violate or otherwise
result in a default under its Certificate of Incorporation, By-laws or other
organizational documents and (iv) this agreement is the legal, valid and binding
obligation of Investcorp, enforceable against Investcorp in accordance with its
terms.
INVESTCORP BANK E.C.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Authorized Representative
