Standard Contracts
EXHIBIT 17ACredit Agreement • September 11th, 1997 • American Financial Corp • Fire, marine & casualty insurance • Massachusetts
1 EXHIBIT (c)(9) OPTION AGREEMENT OPTION AGREEMENT, dated as of May [ ], 1997 (this "Agreement"), by and between Steven L. Foster ("Foster"), The Foster Family Trust (the "Trust"), Kevin Troy ("Troy", and together with Foster and the Trust, the...Option Agreement • May 30th, 1997 • Jillians Entertainment Corp • Services-miscellaneous amusement & recreation • Massachusetts
1 EXHIBIT (C)(12) PURCHASE AGREEMENTPurchase Agreement • April 18th, 1997 • Jillians Entertainment Corp • Services-miscellaneous amusement & recreation • Massachusetts
Page ARTICLE I - DEFINITIONS 1.1 Definitions 1.2 Construction ARTICLE II - AFFIRMATIVE COVENANTS OF THE COMPANY AND THE STOCKHOLDERS 2.1 Board Representation and Voting Agreement of the Shares 2.2 Specified Actions 2.3 Financial Covenants 2.4 Sale of...Stockholders' Agreement • January 20th, 1998 • Skyline Chili Inc • Retail-eating places • Ohio
FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dated April 18, 2000 (this "Amendment"), among CAPITAL SENIOR LIVING CORPORATION, a Delaware corporation...Agreement and Plan of Merger • May 2nd, 2000 • Ilm Senior Living Inc /Va • Real estate investment trusts
1 EXHIBIT (C)(8) MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT (this "Agreement") is entered into as of April [ ], 1997, by and between J.W. Childs Associates, L.P., a Delaware limited partnership with a principal place of business at One Federal...Management Agreement • April 18th, 1997 • Jillians Entertainment Corp • Services-miscellaneous amusement & recreation • Massachusetts
INVESTMENT AGREEMENT AMONGInvestment Agreement • January 20th, 1998 • Skyline Chili Inc • Retail-eating places • Ohio
1 EXHIBIT (c)(8) LICENSE AGREEMENT This LICENSE AGREEMENT (this "Agreement") is entered into as of the ____ day of May, 1997 by and between Jillian's Entertainment Corporation, a Florida corporation ("Licensor"), and Jillian's Billiard Club, Inc., a...License Agreement • May 30th, 1997 • Jillians Entertainment Corp • Services-miscellaneous amusement & recreation • Massachusetts
VOTING AGREEMENTVoting Agreement • June 12th, 1997 • Jillians Entertainment Corp • Services-miscellaneous amusement & recreation • Delaware
June [ ], 1997 Steven L. Foster 727 Atlantic Avenue Boston, MA 02111 Dear Mr. Foster: This letter agreement is the Employment Agreement with you referred to in Section 6.1(e) of the Agreement and Plan of Merger dated as of June [ ], 1997 (the "Merger...Employment Agreement • June 12th, 1997 • Jillians Entertainment Corp • Services-miscellaneous amusement & recreation • Massachusetts
1. Maximum Amount: $25,000,000. Subject to credit committee approval, the -------------- Maximum Amount would be increased to $28,500,000. a. Accounts Receivable Line of Credit (the "Line"): Lender would extend...Financing Commitment • January 19th, 1996 • Marietta Corp • Services-business services, nec • New York
PURCHASE AGREEMENT by and amongPurchase Agreement • June 12th, 1997 • Jillians Entertainment Corp • Services-miscellaneous amusement & recreation • Massachusetts
1 EXHIBIT (C)(10) TABLE OF CONTENTS PURCHASE AGREEMENTPurchase Agreement • May 30th, 1997 • Jillians Entertainment Corp • Services-miscellaneous amusement & recreation • Massachusetts
April 4, 1997Financial Advisory Agreement • April 18th, 1997 • Jillians Entertainment Corp • Services-miscellaneous amusement & recreation
------------------------------------------------------------------------------- SCHEDULE 14C INFORMATION STATEMENT INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------- Filed by the Registrant [X]...Information Statement • June 16th, 1997 • Allmerica Financial Corp • Fire, marine & casualty insurance • Delaware
(Continued from the previous page) consideration in all cash, such holder will receive, for each share of APY Common Stock, $33.00 in cash, without interest (the "Cash Consideration"); provided, however, that (1) in the event the Average Stock Price is less than $36.00, the Cash Consideration shall be equal to $32.00 and (2) in the event the Average Stock Price is more than $41.00, the Cash Consideration shall be equal to $34.00. The consideration to be received by an APY Public Stockholder (as defined below) in connection with the Merger, whether in the form of Standard Consideration, Stock Consideration or Cash Consideration, shall be referred to herein as the "Merger Consideration." The value of the per share Merger Consideration may vary depending on, among other things, whether such holder receives Standard Consideration or elects to receive Stock Consideration or Cash Consideration. See "The Merger Transactions--The Merger Agreement--APY Merger Consideration." If an APY stockhold
------------------------------------------------------------------------------- - AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 26, 1995, BY AND AMONG BFMA HOLDING CORPORATION, BFMA ACQUISITION CORPORATION AND MARIETTA CORPORATION ----...Merger Agreement • February 2nd, 1996 • Marietta Corp • Services-business services, nec • New York
EXHIBIT 18 TO 13E-3/A STOCKHOLDERS AGREEMENTStockholders Agreement and Subscription Agreement • April 29th, 1997 • Leslies Poolmart • Retail-retail stores, nec • Delaware
EXHIBIT (c)(2) STAND-BY CAPITAL COMMITMENT AGREEMENT This Stand-By Capital Commitment Agreement (this "Agreement") is made as of October 26, 1999 (the "Effective Date"), by and between Capital Re Corporation, a Delaware corporation (the "Borrower"),...Stand-by Capital Commitment Agreement • November 29th, 1999 • Ace LTD • Fire, marine & casualty insurance • New York
1 EXHIBIT 99.(a) LOAN COMMITMENT LETTER FROM U.S. BANK AND RATE LOCK AGREEMENT [LETTERHEAD OF U.S. BANK] November 18, 1998 Mr. Gerald Whitcomb Peninsula Motel Associates 7515 Terminal St., SW Tumwater, Washington 98501 Dear Jerry: U.S. Bank is pleased...Loan Commitment Letter • February 10th, 1999 • Whitcomb Gerald L • Hotels & motels
April 22, 1997Merger Agreement • May 1st, 1997 • Jillians Entertainment Corp • Services-miscellaneous amusement & recreation
1 Exhibit 17(b)(3) VALUATION MATERIALS PREPARED FOR: SKYLINE CHILI, INC. NOVEMBER 20, 1997 THE FOLLOWING INFORMATION IS CONFIDENTIAL AND PROPRIETARY TO EQUITABLE SECURITIES CORPORATION. THE INFORMATION HAS BEEN PREPARED SOLELY FOR THE BENEFIT OF...Valuation Materials • January 20th, 1998 • Skyline Chili Inc • Retail-eating places
RECITALSStockholder Support Agreement • November 29th, 1999 • Ace LTD • Fire, marine & casualty insurance • Delaware
Uses Sources ------------------------------------------ ----------------------------------- Common Stock Purchase $230.7 Revolver $ 20.0 Equity Rollover 3.0 Senior Secured Term Debt 113.0 ------ Total Equity 233.7 Subordinated Debt 40.0 Refinance...Preliminary Discussion Materials • March 24th, 2000 • Wm Acquisition Inc • Wholesale-hardware & plumbing & heating equipment & supplies
1 AMENDMENT TO RESTATED AGREEMENT AND PLAN OF MERGER AGREEMENT made effective as of February 14, 1997, by and between THL Transaction I Corp. ("THL I") and Syratech Corporation (the "Company"). WHEREAS, the undersigned entered into the Restated...Restated Agreement and Plan of Merger • February 28th, 1997 • Syratech Corp • Jewelry, silverware & plated ware
December 3, 1999 8 EAST FORGE PARKWAY FRANKLIN, MASSACHUSETTS 02038 Dear Stockholder: I am pleased to invite you to a Special Meeting of the stockholders of Thermo Vision Corporation ("Thermo Vision") at which you will be asked to adopt an Agreement...Merger Agreement • December 3rd, 1999 • Thermo Vision Corp • Laboratory analytical instruments
