Total Entertainment Restaurant Corp Sample Contracts

Fox & Hound Restaurant Group – Fox & Hound Signs Tender Offer/Merger Agreement with Newcastle Partners and Steel Partners II Levine Leichtman Capital Partners Merger Agreement Terminated (February 2nd, 2006)

WICHITA, Kan., Feb. 2, 2006 (PRIMEZONE) -- Fox & Hound Restaurant Group (Nasdaq:FOXX) announced that it entered into a merger agreement with Newcastle Partners, L.P., Steel Partners II, L.P. and certain of their affiliates ("Newcastle/Steel") for the acquisition of all of the Company's outstanding common stock for an all cash price of $16.30 per share. The Company and affiliates of Levine Leichtman Capital Partners, Inc. ("LLCP") terminated their merger agreement. In accordance with the terms of the LLCP merger agreement, the Company paid LLCP a $5 million termination fee and reimbursed LLCP for $2 million of its expenses.

Fox & Hound Restaurant Group – TERMINATION AGREEMENT (February 2nd, 2006)

This Termination Agreement (this "Termination Agreement") is entered into as of, and effective as of, February 1, 2006, by and among Fox & Hound Restaurant Group, a Delaware corporation (the "Company"), Fox Acquisition Company, a Delaware corporation ("Purchaser"), F&H Finance Corp., a Delaware corporation ("Merger Sub"), and Levine Leichtman Capital Partners III, L.P., a California limited partnership ("LLCP"), in connection with the Amended and Restated Agreement and Plan of Merger, dated as of January 17, 2006 (the "Merger Agreement"), by and among the Company, Purchaser, Merger Sub and, solely with respect to Section 8.15 of the Merger Agreement, LLCP. Capitalized terms used herein but not defined herein shall have the meaning given them in the Merger Agreement.

Fox & Hound Restaurant Group – AGREEMENT AND PLAN OF MERGER by and among FOX & HOUND RESTAURANT GROUP, F&H ACQUISITION CORP. and NPSP ACQUISITION CORP. Dated as of January 30, 2006 (February 2nd, 2006)

This Agreement and Plan of Merger (this "Agreement") is made and entered into as of January 30, 2006, by and among Fox & Hound Restaurant Group, a Delaware corporation (the "Company"), F&H Acquisition Corp., a Delaware corporation ("Purchaser"), and NPSP Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Purchaser ("Merger Sub"), and solely for purposes of Section 8.15, Newcastle Partners, L.P., a Texas limited partnership ("NP"), and Steel Partners II, L.P., a Delaware limited partnership (together with NP, the "Sponsors").

Fox & Hound Restaurant Group – AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among FOX & HOUND RESTAURANT GROUP, FOX ACQUISITION COMPANY and F&H FINANCE CORP. Dated as of January 17, 2006 Page AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (January 17th, 2006)

This Amended and Restated Agreement and Plan of Merger (this "Agreement") is made and entered into as of January 17, 2006, 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"). This Agreement supercedes, amends and entirely restates that Agreement and Plan of Merger dated December 29, 2005 (the "Original Agreement") among the Company, Purchaser and Merger Sub.

Fox & Hound Restaurant Group – Fox & Hound Signs Tender Offer/Merger Agreement with Levine Leichtman Capital Partners Stockholders to Receive $15.50 in Cash Per Share (January 3rd, 2006)

WICHITA, Kan., Dec. 30, 2005 (PRIMEZONE) -- Fox & Hound Restaurant Group (Nasdaq:FOXX) announced that it signed an Agreement and Plan of Merger with Fox Acquisition Company ("FAC"), a newly formed affiliate of Levine Leichtman Capital Partners III, L.P. ("LLCP") for the acquisition of all of the Company's outstanding common stock for an all cash price of $15.50 per share. Under the terms of the merger agreement, FAC has agreed to commence a tender offer not later than January 6, 2006 to acquire all of the Company's outstanding common stock at such price.

Fox & Hound Restaurant Group – 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, 2005 (January 3rd, 2006)

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").

Fox & Hound Restaurant Group – INDEMNIFICATION AGREEMENT (December 21st, 2005)

INDEMNIFICATION AGREEMENT, made and executed this 20th day of December, 2005 (this "Agreement"), by and between FOX & HOUND RESTAURANT GROUP, a Delaware corporation (the "Company"), and [________], an individual resident of the State of [Kansas] (the "Indemnitee").

Fox & Hound Restaurant Group – Fox & Hound Restaurant Group c/o Mr. Dennis L. Thompson Chairman of the Board 1551 North Waterfront Parkway Wichita, Kansas 67206 Re: Letter of Intent Dear Mr. Thompson: (October 4th, 2005)

This letter of intent will evidence our discussions regarding the interest of Levine Leichtman Capital Partners, Inc., or an affiliate ("Investor"), in purchasing all of the outstanding common stock (other than shares held by the Rollover Shareholders referred to below) of Fox & Hound Restaurant Group ("Fox & Hound" or the "Company") for $14.00 per share in cash, subject to the terms and conditions of this letter of intent. To consummate the transaction contemplated herein, Investor shall form a new entity ("Newco") to merge into Fox & Hound with the Company surviving the merger (the "Merger").

Fox & Hound Restaurant Group – Fox & Hound Restaurant Group Signs Letter of Intent For Proposed Acquisition (October 4th, 2005)

WICHITA, Kan., Oct. 4, 2005 (PRIMEZONE) -- Fox & Hound Restaurant Group (Nasdaq:FOXX) announced that it signed a letter of intent with Levine Leichtman Capital Partners ("LLCP") for the acquisition of all of the Company's outstanding common stock for an all cash price of $14.00 per share, other than shares held by certain stockholders and members of management. The buyer would be a newly formed affiliate of LLCP in which certain executive officers and other members of senior management, including Steven M. Johnson, our Chief Executive Officer, James K. Zielke, our Chief Financial Officer, Gary M. Judd, our President, and Kenneth C. Syvarth, our Chief Operating Officer, would participate as equity holders. As part of the transaction, the participating stockholders and members of management would be required to vote their shares of Company stock in favor of the transaction with LLCP and to exchange their shares of Company stock and options for stock and options of the continuing company

Fox & Hound Restaurant Group – FOX & HOUND RESTAURANT GROUP. 1997 DIRECTORS STOCK OPTION PLAN (July 25th, 2005)

The purpose of the Fox & Hound Restaurant Group 1997 Directors Stock Option Plan (the “Plan”) is to secure for Fox & Hound Restaurant Group. and its stockholders the benefits arising from stock ownership by its Directors. The Plan will provide a means whereby such Directors may purchase shares of the common stock, $.01 par value, of Fox & Hound Restaurant Group pursuant to options granted in accordance with the Plan.

Fox & Hound Restaurant Group – 1997 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN OF FOX & HOUND RESTAURANT GROUP (July 25th, 2005)
Total Entertainment Restaurant Corp – Re: Bookkeeping Services Agreement/March 1, 1999 to February 28, 2002 And extension March 1, 2005 to February 28, 2006 (April 25th, 2005)

The parties to the Bookkeeping Services Agreement referenced above mutually agree to extend the term of the agreement for one year at the expiration of the current term on February 28, 2005, under the same terms and conditions. The extended term shall commence on March 1, 2005 and extend through February 28, 2006.

Total Entertainment Restaurant Corp – AGREEMENT FOR SALE AND PURCHASE OF ASSETS (April 25th, 2005)

THIS AGREEMENT, made and entered into this 22nd day of November, 2004 by and between BMR-Raleigh Restaurants, LLC, hereinafter referred to as “Seller,” and North Carolina Fox & Hound, Inc., a North Carolina corporation, hereinafter referred to as “Purchaser.”

Total Entertainment Restaurant Corp – Re: Bookkeeping Services Agreement/March 1, 1999 to February 28, 2002 And extension March 1, 2005 to February 28, 2006 (March 28th, 2005)

The parties to the Bookkeeping Services Agreement referenced above mutually agree to extend the term of the agreement for one year at the expiration of the current term on February 28, 2005, under the same terms and conditions. The extended term shall commence on March 1, 2005 and extend through February 28, 2006.

Total Entertainment Restaurant Corp – AGREEMENT FOR SALE AND PURCHASE OF ASSETS (March 28th, 2005)

THIS AGREEMENT, made and entered into this 22nd day of November, 2004 by and between BMR-Raleigh Restaurants, LLC, hereinafter referred to as “Seller,” and North Carolina Fox & Hound, Inc., a North Carolina corporation, hereinafter referred to as “Purchaser.”

Total Entertainment Restaurant Corp – SECOND AMENDMENT TO TOTAL ENTERTAINMENT RESTAURANT CORP. 1997 DIRECTORS STOCK OPTION PLAN (August 23rd, 2004)
Total Entertainment Restaurant Corp – TOTAL ENTERTAINMENT RESTAURANT CORP. 1997 DIRECTORS STOCK OPTION PLAN (August 23rd, 2004)

The purpose of the Total Entertainment Restaurant Corp. 1997 Directors Stock Option Plan (the “Plan”) is to secure for Total Entertainment Restaurant Corp. and its stockholders the benefits arising from stock ownership by its Directors. The Plan will provide a means whereby such Directors may purchase shares of the common stock, $.01 par value, of Total Entertainment Restaurant Corp. pursuant to options granted in accordance with the Plan.

Total Entertainment Restaurant Corp – SECOND AMENDMENT TO 1997 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN OF TOTAL ENTERTAINMENT RESTAURANT CORP. (August 23rd, 2004)
Total Entertainment Restaurant Corp – 1997 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN (July 30th, 2004)

EXHIBIT 10.1 SECOND AMENDMENT TO 1997 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN OF TOTAL ENTERTAINMENT RESTAURANT CORP. 1. The first sentence of Paragraph 4 of the 1997 Incentive and Nonqualified Stock Option Plan of Total Entertainment Restaurant Corp., as amended by that certain First Amendment dated January 14, 1999 (the "Plan"), is hereby amended by replacing it with the following sentence: Subject to adjustment as provided in Section 7 hereof, a total of 2 million (2,000,000) shares of common stock, $0.01 par value ("Stock") of the Company shall be subject to the Plan. 2. Except as modified by Paragraph 1 above, the Plan shall remain in full force and effect. 3. The foregoing Second Amendment to the

Total Entertainment Restaurant Corp – FIRST RESTATED LOAN AGREEMENT (March 29th, 2004)

EXHIBIT 10.8.3 FIRST RESTATED LOAN AGREEMENT ----------------------------- THIS FIRST RESTATED LOAN AGREEMENT made and entered into this 1st day of October 2003 by and among INTRUST Bank, N.A. (herein referred to as "Bank"), TENT Finance, Inc., a Delaware corporation, and Total Entertainment Restaurant Corp., a Delaware corporation (herein collectively referred to as "Borrower") and the Subsidiaries, as defined below (herein collectively referred to as "Guarantor"). WITNESSETH: WHEREAS, the parties have previously executed a Loan Agreement dated September 1, 1998 (the "Loan Agreement"); and WHEREAS, Borrower has that Bank extend the maturity date of the Facility and Bank has agreed to this on certain terms and conditions; and WHEREAS, Guarantor has agreed to continue to guarantee the Indebtedness. NOW, THEREFORE, in consideration of the terms and conditions contained here

Total Entertainment Restaurant Corp – FIRST RESTATED LOAN AGREEMENT (October 24th, 2003)

FIRST RESTATED LOAN AGREEMENT ----------------------------- THIS FIRST RESTATED LOAN AGREEMENT made and entered into this 1st day of October 2003 by and among INTRUST Bank, N.A. (herein referred to as "Bank"), TENT Finance, Inc., a Delaware corporation, and Total Entertainment Restaurant Corp., a Delaware corporation (herein collectively referred to as "Borrower") and the Subsidiaries, as defined below (herein collectively referred to as "Guarantor"). WITNESSETH: WHEREAS, the parties have previously executed a Loan Agreement dated September 1, 1998 (the "Loan Agreement"); and WHEREAS, Borrower has that Bank extend the maturity date of the Facility and Bank has agreed to this on certain terms and conditions; and WHEREAS, Guarantor has agreed to continue to guarantee the Indebtedness. NOW, THEREFORE, in consideration of the terms and conditions contained herein, the parties agree

Total Entertainment Restaurant Corp – NEWS RELEASE (October 11th, 2002)

TOTAL ENTERTAINMENT RESTAURANT CORP. NEWS RELEASE OCTOBER 10, 2002 WICHITA, KS --- (PRIMEZONE) --- October 10, 2002 --- Total Entertainment Restaurant Corp. today announced that its Board of Directors has authorized a program to repurchase up to 500,000 shares of the Company's common stock. The Company said that the timing, price, quantity and manner of purchases will be made at the discretion of management and will depend upon market conditions. The Company said the repurchases may be effected through one or more trading plans that comply with current regulations and may be suspended at any time. The Company will fund the repurchase program through available bank credit facilities. Steve Johnson, Chief Executive Officer, stated "We have in the past increased shareholder value primarily through growth in new units and same store sales increases. However, we have seen the value of our stock in

Total Entertainment Restaurant Corp – PLEDGE AND SECURITY AGREEMENT (July 2nd, 2002)

EXHIBIT 10.19 FOX & HOUND OF LITTLETON, INC. PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT ("Agreement") is entered into as of the 12th day of June, 2002, by _________________ (hereinafter referred to as the "Pledgor"), and TENT FINANCE, INC., a Delaware corporation ("TENT"). RECITALS A. Pledgor and TENT entered into that certain Stockholders Agreement dated June 12, 2002, (the "Stockholders Agreement"), whereby Pledgor is obligated to sell to Tent its shares in Fox & Hound of Littleton, Inc., a Colorado corporation (the "Shares") under certain circumstances. B. TENT desires to secure Pledgor's obligations under the Stockholders Agreement by obtaining a security interest in the Shares. C. The parties desire to set forth their respective rights and obligations in and to the Shares pledged as provide

Total Entertainment Restaurant Corp – STOCKHOLDERS AGREEMENT (July 2nd, 2002)

EXHIBIT 10.18 FOX & HOUND OF LITTLETON, INC. STOCKHOLDERS AGREEMENT THIS STOCKHOLDERS AGREEMENT (this "Agreement") is made as of the 12th day of June 2002 by and among TENT FINANCE, INC., a Delaware corporation ("TENT"); GARY M. JUDD ("Judd"); and JAMES K. ZIELKE ("Zielke") (TENT, Judd, Zielke, collectively, the "Stockholders" or the "Parties," individually, a "Stockholder" or a "Party"), who together own record and beneficial ownership of all issued and outstanding common stock of FOX & HOUND OF LITTLETON, INC., a Colorado corporation (the "Company"). In consideration of the mutual promises hereinafter set forth, the Parties agree as follows: 1. Premises of Agreement. The Parties acknowledge that the Company was organized to engage in the business of owning an establishment licensed to sell alcoholic beverages subject to the applica

Total Entertainment Restaurant Corp – 1997 DIRECTORS STOCK OPTION PLAN (July 1st, 2002)

EXHIBIT 10.2.1 FIRST AMENDMENT TO TOTAL ENTERTAINMENT RESTAURANT CORP. 1997 DIRECTORS STOCK OPTION PLAN 1. The first sentence of Article IV of the Total Entertainment Restaurant Corp 1997 Directors Stock Option Plan (the "Plan"), is hereby amended by replacing it with the following sentence. Subject to adjustment in accordance with Article IX hereof, an aggregate of 400,000 Shares of Common Stock, $0.01 par value ("Stock") of the Company shall be subject to the Plan. 2. Except as modified by Paragraph 1 above, the Plan shall remain in full force and effect. 3. The foregoing First Amendment to the Total Entertainment Restaurant Corp. 1997 D

Total Entertainment Restaurant Corp – 1997 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN (July 1st, 2002)

EXHIBIT 10.1.1 FIRST AMENDMENT TO 1997 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN OF TOTAL ENTERTAINMENT RESTAURANT CORP. 1. The first sentence of Paragraph 4 of the 1997 Incentive and Nonqualified Stock Option Plan of Total Entertainment Restaurant Corp. (the "Plan"), is hereby amended by replacing it with the following sentence. Subject to adjustment as provided in Section 7 hereof, a total of 1.6 million (1,600,000) shares of common stock, $0.01 par value ("Stock") of the Company shall be subject to the Plan. 2. Except as modified by Paragraph 1 above, the Plan shall remain in full force and effect. 3.

Total Entertainment Restaurant Corp – ACCREDITED INVESTOR PERSON MAKING DECISION/EQUITY OWNER CATEGORY ----------------------------------- ------------------- ----------------------- ------------------------------------------------------------------- ------------------------- ----------------------------------------------------- ------------------------------------- ------------------------- --------------- --------------------------------------------------------------------------- ------------------------- ----------------------------------------------------- ------------------------------------- ------------------------- (June 14th, 2002)

EXHIBIT 10.11 COOL RIVER RESTAURANT DENVER, L.P. SUBSCRIPTION AGREEMENT 1. SUBSCRIPTION. The undersigned (the "Subscriber") hereby irrevocably subscribes to purchase from Cool River Restaurant Denver, L.P., a Delaware limited partnership (the "Partnership"), Class A Limited Partnership Interests ("Interests"), in the amount indicated on the signature page of this Subscription Agreement. In payment for the Interests, the Subscriber is concurrently forwarding a check in that amount payable in immediately available funds to the Partnership or wire transferring that amount to the Partnership's account in accordance with the subscription instructions furnished by the Partnership. The Partnership shall have the right to reject such subscription or, by executing a copy of this Subscription Agreement, to accept such subscription. 2. REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY SUBSCRIBER. The Subscriber hereby represents, warrants and agrees as follows: (a) The Interests are being purchased b

Total Entertainment Restaurant Corp – Contract (June 14th, 2002)

EXHIBIT 10.12 COOL RIVER RESTAURANT AUSTIN, L.P. SUBSCRIPTION AGREEMENT 1. SUBSCRIPTION. The undersigned (the "Subscriber") hereby irrevocably subscribes to purchase from Cool River Restaurant Austin, L.P., a Delaware limited partnership (the "Partnership"), Class A Limited Partnership Interests ("Interests"), in the amount indicated on the signature page of this Subscription Agreement. In payment for the Interests, the Subscriber is concurrently forwarding a check in that amount payable in immediately available funds to the Partnership or wire transferring that amount to the Partnership's account in accordance with the subscription instructions furnished by the Partnership. The Partnership shall have the right to reject such subscription or, by executing a copy of this Subscription Agreement, to accept such subscription. 2. REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY SUBSCRIBER. The Subscriber hereby represents, warrants and agrees as follows: (a) The Interests are being purchased b

Total Entertainment Restaurant Corp – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (June 14th, 2002)

EXHIBIT 10.16 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this "Agreement") is entered into effective as of this 12th day of June, 2002, by and between Total Entertainment Restaurant Corp., a Delaware corporation (the "Corporation"), and James K. Zielke ("Employee"). RECITALS WHEREAS, Employee is currently serving as Chief Financial Officer of the Corporation and various subsidiaries of the Corporation; and WHEREAS, Employee is a principal officer of the Corporation and an integral part of its management, and the Corporation desires to continue the services of Employee, whose experience, knowledge and abilities with respect to the business and affairs of the Corporation are extremely valuable to the Corporation; and WHEREAS, it is expected that the Corporation from time to tim

Total Entertainment Restaurant Corp – EMPLOYMENT AGREEMENT (June 14th, 2002)

EXHIBIT 10.15 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into effective as of this 12th day of June, 2002, by and between Total Entertainment Restaurant Corp., a Delaware corporation (the "Corporation"), and Kenneth C. Syvarth ("Employee"). RECITALS WHEREAS, Employee is currently serving as Chief Operating Officer of the Corporation and various subsidiaries of the Corporation; and WHEREAS, Employee is a principal officer of the Corporation and an integral part of its management, and the Corporation desires to continue the services of Employee, whose experience, knowledge and abilities with respect to the business and affairs of the Corporation are extremely valuable to the Corporation; and WHEREAS, it is expected that the Corporation from time to time will consider the possibility

Total Entertainment Restaurant Corp – Accredited Investor Person Making Decision/Equity Owner Category ----------------------------------- -------------------- ---------------------- -------------------------------------------------------------------- ------------------------- ----------------------------------------------------- ------------------------------------- ------------------------- --------------- --------------------------------------------------------------------------- ------------------------- ----------------------------------------------------- ------------------------------------- ------------------------- ---------- (June 14th, 2002)

EXHIBIT 10.13 COOL RIVER RESTAURANT DEVELOPMENT, L.P. SUBSCRIPTION AGREEMENT 1. SUBSCRIPTION. The undersigned (the "Subscriber") hereby irrevocably subscribes to purchase from Cool River Restaurant Development, L.P., a Delaware limited partnership (the "Partnership"), Class A Limited Partnership Interests ("Interests"), in the amount indicated on the signature page of this Subscription Agreement. In payment for the Interests, the Subscriber is concurrently forwarding a check in that amount payable in immediately available funds to the Partnership or wire transferring that amount to the Partnership's account in accordance with the subscription instructions furnished by the Partnership. The Partnership shall have the right in the Managing General Partner's sole discretion, to reject such subscription or, by executing a copy of this Subscription Agreement, to accept such subscription. 2. REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY SUBSCRIBER. The Subscriber hereby represents, warrants a

Total Entertainment Restaurant Corp – Contract (June 14th, 2002)

EXHIBIT 10.8.1 FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment") is made and entered into this 30 day of October , 2001, by and among INTRUST BANK, N.A. ("Bank"), TENT Finance, Inc., a Delaware Corporation, and Total Entertainment Restaurant Corp., a Delaware Corporation (herein collectively referred to as "Borrower"), and the Subsidiaries, as defined in the Loan Agreement (collectively, "Guarantor"). WITNESSETH: WHEREAS, the parties entered into the Loan Agreement on September 1, 1998 (the "Loan Agreement"); WHEREAS, Borrower executed a Promissory Note dated September 1, 1998; and WHEREAS, wish to extend the Maturity Date of the Facility Note, as defined in the Loan Agreement. WHEREAS, the parties intend that this Amendment modify certain of the terms of the Loan Agreement to extend the Maturity Date of the Facility Note. NOW, THEREFORE, in consideration of the foregoing recitations, the mutual covenants hereinafter set forth and other good an

Total Entertainment Restaurant Corp – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (June 14th, 2002)

EXHIBIT 10.17 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this "Agreement") is entered into effective as of this 12th day of June, 2002, by and between Total Entertainment Restaurant Corp., a Delaware corporation (the "Corporation"), and Gary M. Judd ("Employee"). RECITALS WHEREAS, Employee is currently serving as President of the Corporation and various subsidiaries of the Corporation; and WHEREAS, Employee is a principal officer of the Corporation and an integral part of its management, and the Corporation desires to continue the services of Employee, whose experience, knowledge and abilities with respect to the business and affairs of the Corporation are extremely valuable to the Corporation; and WHEREAS, it is expected that the Corporation from time to time will consider

Total Entertainment Restaurant Corp – EMPLOYMENT AGREEMENT (June 14th, 2002)

EXHIBIT 10.14 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into effective as of this 12th day of June, 2002, by and between Total Entertainment Restaurant Corp., a Delaware corporation (the "Corporation"), and Steven M. Johnson ("Employee"). RECITALS WHEREAS, Employee is currently serving as Chief Executive Officer of the Corporation and various subsidiaries of the Corporation; and WHEREAS, Employee is a principal officer of the Corporation and an integral part of its management, and the Corporation desires to continue the services of Employee, whose experience, knowledge and abilities with respect to the business and affairs of the Corporation are extremely valuable to the Corporation; and WHEREAS, it is expected that the Corporation from time to time will consider the possibilit

Total Entertainment Restaurant Corp – Re: Second Amendment to Loan Agreement (June 14th, 2002)

EXHIBIT 10.8.2 June 14, 2002 Total Entertainment Restaurant Corp. 9300 E. Central, Suite 100 Wichita, KS 67206 Re: Second Amendment to Loan Agreement Gentlemen: This is will confirm our agreement to amend for a second time the Loan Agreement between us dated September 1, 1998, which was previously amended by First Amendment to Loan Agreement dated October 30, 2001. The Second Amendment to Loan Agreement will provide as follows: Section 2.6 shall be added to the Loan Agreement, and shall provide: Section 2.6. RENEWALS AND EXTENSIONS. If no Event of Default has occurred or is continuing, Borrower shall have the option to renew the Indebtedness outstanding under the Facility Note on its maturity date. Such renewal shall be evidenced by a term note having a maturity date of October 1, 2007 (the "Re