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”).
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
