CREDIT AGREEMENT by and among BUCA, INC. and EACH OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO as Borrowers, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and BUCA FINANCING, LLC as Agent Dated as of August 5, 2008Credit Agreement • August 11th, 2008 • Buca Inc /Mn • Retail-eating places • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of August 5, 2008, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), BUCA FINANCING, LLC, a Florida limited liability company, as the administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), BUCA, INC., a Minnesota corporation (“Parent”), and each of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”).
AMENDMENT NUMBER FOURTEEN TO CREDIT AGREEMENT AND WAIVERCredit Agreement • August 11th, 2008 • Buca Inc /Mn • Retail-eating places • New York
This AMENDMENT NUMBER FOURTEEN TO CREDIT AGREEMENT AND WAIVER (this “Amendment”) is entered into as of August 5, 2008, by the lenders identified on the signature pages hereof (the “Lenders”), WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns, if any, in such capacity, “Agent”; and together with the Lenders, the “Lender Group”), BUCA, INC., a Minnesota corporation (“Parent”), and each of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), with reference to the following:
AGREEMENT AND PLAN OF MERGER by and among PLANET HOLLYWOOD INTERNATIONAL, INC. (“Parent”) BUCA FINANCING, LLC (“Purchaser”) and BUCA, INC. (the “Company”) Dated as of August 5, 2008Merger Agreement • August 11th, 2008 • Buca Inc /Mn • Retail-eating places • Minnesota
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of August 5, 2008, by and among Planet Hollywood International, Inc., a Delaware corporation (“Parent”), BUCA Financing, LLC, a Florida limited liability company and an indirect wholly owned subsidiary of Parent (“Purchaser”), and BUCA, Inc., a Minnesota corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 9.5; the location of the definitions for certain other defined terms is set forth in Section 9.6.
WARRANT To Purchase Common Shares of BUCA, INC.Warrant Agreement • August 11th, 2008 • Buca Inc /Mn • Retail-eating places • Minnesota
THIS IS TO CERTIFY THAT BUCA Financing, LLC, or its permitted assigns, is entitled at any time prior to the Expiration Date (as hereinafter defined), to purchase from BUCA, Inc., a Minnesota corporation (the “Company”), 4,281,775 shares of Common Stock (as hereinafter defined) in whole or in part, including fractional parts, at a purchase price of $0.01 per share, all on the terms and conditions and pursuant to the provisions hereinafter set forth. This Warrant has been issued by the Company to BUCA Financing, LLC, in connection with the bridge financing that Planet Hollywood International, Inc. has provided to the Company for approximately U.S. $3,500,000 net of legal expenses.
