EXHIBIT 2.1
SECOND AMENDMENT
TO THE
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
D&B HOLDINGS I, INC.,
D&B ACQUISITION SUB, INC.
AND
XXXX & BUSTER'S, INC.
This SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this
"Amendment"), dated as of September 30, 2002, is entered into by and among D&B
Holdings I, Inc., a Delaware corporation ("Parent"), D&B Acquisition Sub, Inc.,
a Missouri corporation and wholly-owned subsidiary of Parent ("Purchaser") and
Xxxx & Buster's, Inc., a Missouri corporation (the "Company").
A. Parent, Purchaser and the Company entered into an Agreement and Plan
of Merger, dated as of May 30, 2002, and an amendment thereto dated July 12,
2002 (the "Agreement"), providing for the merger of Purchaser with and into the
Company.
B. In accordance with Section 9.10 of the Agreement, Parent, Purchaser
and the Company desire to enter into this Amendment to amend the terms of the
Agreement as provided herein.
NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual covenants contained herein, Parent, Purchaser and the Company agree as
follows:
1. Section 8.1(b)(i) is hereby amended to delete the reference to
October 31, 2002, and insert in its place November 27, 2002.
2. Except as specifically modified by this Amendment, all terms and
conditions of the Agreement shall remain in full force and effect without
modification.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date and year first written above.
D&B HOLDINGS I, INC. XXXX & BUSTER'S, INC.
By: /s/ Xxxxx Xxxxx By: /s/ X. X. Xxxxxxx, Xx.
--------------------- --------------------------
Name: Xxxxx Xxxxx Name: X. X. Xxxxxxx, Xx.
Title: President Title: Vice President, Chief
Financial Officer
D&B ACQUISITION SUB, INC.
By: /s/ Xxxxx Xxxxx
---------------------
Name: Xxxxx Xxxxx
Title: President
