Champps Entertainment Inc Sample Contracts

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RECITALS --------
Stock Purchase Agreement • June 3rd, 1997 • Unique Casual Restaurants Inc • Delaware
and BUYERS,
Registration Rights Agreement • December 16th, 2002 • Champps Entertainment Inc/ Ma • Retail-eating & drinking places • New York
ARTICLE I
Loan Agreement • September 30th, 2002 • Champps Entertainment Inc/ Ma • Retail-eating & drinking places • Arizona
WITNESSETH:
Employment Agreement • July 8th, 1997 • Unique Casual Restaurants Inc • Retail-eating & drinking places • North Carolina
and BUYERS,
Securities Purchase Agreement • December 16th, 2002 • Champps Entertainment Inc/ Ma • Retail-eating & drinking places • New York
TEXT OF THE REORGANIZATION AGREEMENT WAS PREVIOUSLY FILED 2
Reorganization Agreement • July 8th, 1997 • Unique Casual Restaurants Inc • Retail-eating & drinking places
AGREEMENT AND PLAN OF MERGER among F & H ACQUISITION CORP., LAST CALL ACQUISITION CORP. and CHAMPPS ENTERTAINMENT, INC. Dated as of July 3, 2007
Agreement and Plan of Merger • July 6th, 2007 • Champps Entertainment Inc • Retail-eating & drinking places • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of July3, 2007 (this “Agreement”), is made and entered into by and among F&H Acquisition Corp., a Delaware corporation (“Parent”), Last Call Acquisition Corp., a Delaware corporation and a wholly owned, direct subsidiary of Parent (“Merger Sub”), and Champps Entertainment, Inc., a Delaware corporation (the “Company”).

March 10, 1999
Unique Casual Restaurants Inc • March 17th, 1999 • Retail-eating & drinking places • Delaware
AGREEMENT ---------
Unique Casual Restaurants Inc • June 3rd, 1997 • Delaware
EMPLOYMENT AGREEMENT
Employment Agreement • August 18th, 2005 • Champps Entertainment Inc • Retail-eating & drinking places • Colorado

This agreement is between Champps Entertainment, Inc., (the “Company”) and Richard Scanlan (“Employee”), and shall be effective as of August 17, 2005 (the “Effective Date”).

RECITALS
Stock Redemption and Debt Restructuring Agreement • October 2nd, 2001 • Champps Entertainment Inc/ Ma • Retail-eating & drinking places • Massachusetts

STOCK REDEMPTION AND DEBT RESTRUCTURING AGREEMENT made as of the 24th day of May, 1999, by and among Champps Entertainment, Inc., f/k/a Unique Casual Restaurants, Inc. ("Champps"), Theodore M. Mountzuris ("Mountzuris") and Restaurant Consulting Services, Inc. (the "Company").

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MULTI-SITE SALE LEASEBACK FINANCING AGREEMENT FOR Champps Operating Corporation (the“Agreement”)
Multi-Site Sale Leaseback Financing Agreement • November 29th, 2004 • Champps Entertainment Inc • Retail-eating & drinking places • Minnesota

This Agreement entered into this _____ day of ___________, 2004, by and between Champps Operating Corporation (the “Lessee”) and AEI Fund Management, Inc. or its assigns (“AEI”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Acknowledgment and Agreement • December 2nd, 2005 • Champps Entertainment Inc • Retail-eating & drinking places • Colorado

Now, therefore, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

SEPARATION AGREEMENT
Separation Agreement • May 13th, 2005 • Champps Entertainment Inc • Retail-eating & drinking places • Colorado

THIS SEPARATION AGREEMENT is made and entered into as of this 4th day of May, 2005 (the “Effective Date”) by and between Donnie N. Lamb (the “Executive”), and Champps Entertainment, Inc., a Delaware corporation (the “Company”)

MULTI-SITE SALE LEASEBACK FINANCING AGREEMENT FOR Champps Operating Corporation (the “Agreement”)
Financing Agreement • February 5th, 2003 • Champps Entertainment Inc/ Ma • Retail-eating & drinking places • Minnesota

This Agreement entered into this 30th day of October, 2001, by and between Champps Operating Corporation (the “Lessee”) and AEI Fund Management, Inc. or its assigns (“AEI”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 12th, 2006 • Champps Entertainment Inc • Retail-eating & drinking places

THIS AMENDMENT to the Employment Agreement dated August 17, 2005 (the “Agreement”) between Champps Entertainment, Inc. (the “Company”) and David Womack (the “Executive”) is made and entered into effective as of January 1, 2007.

SEPARATION AGREEMENT
Separation Agreement • September 6th, 2005 • Champps Entertainment Inc • Retail-eating & drinking places • Colorado

This agreement is between Champps Entertainment, Inc., (“Champps”) and Frederick J. Dreibholz (“Dreibholz”), and shall except as provided in paragraph 13, below, be effective on the day on which it is signed by Dreibholz (the “Effective Date”).

RECITALS
Closing Payments Agreement • October 26th, 1998 • Unique Casual Restaurants Inc • Retail-eating & drinking places • Delaware
August 16, 2006 Mr. Richard Scanlan 31260 W. Somerset Circle Green Oaks, Illinois 60048 Dear Rich:
Letter Agreement • August 22nd, 2006 • Champps Entertainment Inc • Retail-eating & drinking places • Colorado

This letter agreement (the “Agreement”) confirms the agreement that you and Champps Entertainment, Inc. (the “Company”) have reached regarding the resignation of your current position as Chief Operating Officer and Vice President and the amendment and restatement of your existing employment agreement and the surrender of all rights to any restricted stock granted thereunder in consideration of your continued employment by becoming a director of operations/market partner for the Minnesota and Illinois Champps Americana locations and entering into the Bonus Buy-In Agreement and the Amended and Restated Employment Agreement both of even date. The purpose of the Agreement is to establish the consensual nature of this arrangement whereby you are surrendering your position as Chief Operating Officer and Vice President of the Company and surrendering all related benefits, rights and obligations under the Employment Agreement dated August 17, 2005 and entering into a Bonus Buy-In Agreement and

SEPARATION AGREEMENT
Separation Agreement • March 8th, 2005 • Champps Entertainment Inc • Retail-eating & drinking places • Colorado

THIS SEPARATION AGREEMENT is made and entered into as of this 2nd day of March, 2005 by and between William H. Baumhauer (the “Executive”), and Champps Entertainment, Inc., a Delaware corporation (the “Company”).

AGREEMENT
Agreement • March 8th, 2005 • Champps Entertainment Inc • Retail-eating & drinking places • Delaware

THIS AGREEMENT (this “Agreement”), dated as of March 2, 2005 (the “Effective Date”), by and between Champps Entertainment, Inc., a Delaware corporation (the “Company”), and Michael O’Donnell (the “Executive”).

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 17th, 2006 • Champps Entertainment Inc • Retail-eating & drinking places • Colorado

Now, therefore, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • September 24th, 2003 • Champps Entertainment Inc • Retail-eating & drinking places

Master Distribution Agreement (this “Agreement”), dated August 1, 2003, between SYSCO CORPORATION for itself and on behalf of those of its operating subsidiaries and/or divisions listed in Schedule 1 (collectively, “SYSCO”) and Champps Entertainment, Inc. and each entity that owns or operates any of the establishments listed as Customer Locations on Schedule 1 (collectively, “Customer”).

CREDIT AGREEMENT (REVOLVING LOAN) BY AND BETWEEN LASALLE BANK NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT AND AS A SYNDICATION PARTY, AND CHAMPPS OPERATING CORPORATION, AS BORROWER DATED AS OF MARCH 16, 2004
Credit Agreement • April 29th, 2004 • Champps Entertainment Inc • Retail-eating & drinking places • Colorado

THIS AGREEMENT (“Credit Agreement”) is entered into as of the 16th day of March, 2004, by and between LASALLE BANK NATIONAL ASSOCIATION (“LaSalle”) for its own benefit as a Syndication Party and as the Administrative Agent for the benefit of the present and future Syndication Parties (in that capacity “Administrative Agent”), the other Syndication Parties identified on Schedule 1 hereto, and CHAMPPS OPERATING CORPORATION, a Minnesota corporation, whose address is 10375 Park Meadows Drive, Suite 560, Littleton, Colorado 80124- 6791 (“Borrower”).

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