DAVE AND BUSTER'S, INC., THE GUARANTORS PARTIES HERETO, AND THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee 111/4% Senior Notes due 2014Tango of Arundel, Inc. • July 26th, 2006 • Retail-eating places • New York
INDENTURE dated as of March 8, 2006 among Dave & Busters, Inc., a Missouri corporation (the "Company"), the Guarantors (as defined herein) and The Bank of New York Trust Company, N.A., a national banking association, as trustee (the "Trustee").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 26th, 2006 • Tango of Arundel, Inc. • Retail-eating places • New York
This REGISTRATION RIGHTS AGREEMENT dated March 8, 2006 (the "Agreement") is entered into by and among Dave & Buster's Inc., a Missouri corporation (the "Company"), the guarantors listed in Schedule 1 hereto (the "Guarantors"), and J.P. Morgan Securities Inc. ("JPMorgan"), as the initial purchaser (the "Initial Purchaser").
CREDIT AGREEMENT among WS MIDWAY HOLDINGS, INC., DAVE & BUSTER'S, INC., as Borrower, 6131646 CANADA INC., as Canadian Borrower, The Several Lenders from Time to Time Parties Hereto, WELLS FARGO BANK, N.A. and CIT LENDING SERVICES CORPORATION, as...Credit Agreement • July 26th, 2006 • Tango of Arundel, Inc. • Retail-eating places • New York
CREDIT AGREEMENT (this "Agreement"), dated as of March 8, 2006, among WS MIDWAY HOLDINGS, INC., a Delaware corporation ("Holdings"), DAVE & BUSTER'S, INC., a Missouri corporation (the "Borrower"), 6131646 CANADA INC., a Canadian corporation (the "Canadian Borrower"), the several banks and other financial institutions or entities from time to time parties to this Agreement (the "Lenders"), WELLS FARGO BANK, N.A. and CIT LENDING SERVICES CORPORATION, as co-documentation agents (collectively, in such capacity, the "Documentation Agents"), BANK OF AMERICA, N.A., as syndication agent (in such capacity, the "Syndication Agent"), and JPMORGAN CHASE BANK, N.A., as administrative agent.
ASSET PURCHASE AGREEMENT dated as of September 24, 2004 by and among TANGO ACQUISITION, INC., DAVE & BUSTER'S, INC., JBC ACQUISITION CORPORATION, GEMINI INVESTORS III, L.P., and JILLIAN'S ENTERTAINMENT HOLDINGS, INC. JILLIAN'S ENTERTAINMENT...Asset Purchase Agreement • July 26th, 2006 • Tango of Arundel, Inc. • Retail-eating places • Delaware
This Asset Purchase Agreement (this "Agreement") is dated as of September 24, 2004, by and among Tango Acquisition, Inc., a Delaware corporation ("Tango") and a wholly owned subsidiary of Dave & Buster's, Inc., a Missouri corporation and sole stockholder of Tango ("D&B"), JBC Acquisition Corporation, a Delaware corporation ("JBC") and an affiliate of Gemini Investors III, L.P., a Delaware limited partnership ("Gemini"), Jillian's Entertainment Holdings, Inc., a Delaware corporation ("Sellers' Representative"), Jillian's Entertainment Corporation, a Florida corporation ("JEC"), and each of the following entities (collectively, the "Sellers" and each individually, a "Seller"): Jillian's Billiard Cafe of Akron, Inc., a Delaware corporation, Jillian's Billiard Cafe of Columbia, South Carolina, Inc., a Delaware corporation, Jillian's Billiard Cafe of Raleigh, North Carolina, Inc., a Delaware corporation, Jillian's Billiard Club of Charlotte, NC, Inc., a Delaware corporation, Jillian's Billi
EXECUTIVE RETENTION AGREEMENTExecutive Retention Agreement • July 26th, 2006 • Tango of Arundel, Inc. • Retail-eating places • Texas
The Compensation Committee of the Company, (the "COMMITTEE"), has determined that it is in the best interests of the Company and its owners to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined in Section 2) of Dave & Buster's, Inc. (the "CORPORATION"). The Committee believes it is imperative to minimize distraction of the Executive resulting from personal uncertainties and risks created by a pending or threatened Change of Control, to encourage the Executive's full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control that satisfy the compensation and benefits expectations of the Executive and are competitive with those of other corporations. Therefore, in order to accomplish these objectives, the Committee has caus
WS MIDWAY ACQUISITION SUB, INC. (to be merged with and into DAVE & BUSTER'S, INC.) 111/4% Senior Notes due 2014 Purchase AgreementRegistration Rights Agreement • July 26th, 2006 • Tango of Arundel, Inc. • Retail-eating places • New York
WS Midway Acquisition Sub, Inc., a Missouri corporation (the "Acquisition Sub"), to be merged with and into Dave & Buster's, Inc., a Missouri corporation (the "Company"), upon the completion of such merger, proposes that immediately following such merger the Company will issue and sell to you, as initial purchaser (the "Initial Purchaser"), $175,000,000 principal amount of its 111/4% Senior Notes due 2014 (the "Securities"). The Securities will be issued pursuant to an Indenture to be dated as of March 8, 2006 (the "Indenture") among the Company, the guarantors listed in Schedule 1 hereto (the "Guarantors") and The Bank of New York Trust Company, N.A., as trustee (the "Trustee"), and will be guaranteed on an unsecured senior basis by each of the Guarantors (the "Guarantees").
EMPLOYMENT AGREEMENTEmployment Agreement • July 26th, 2006 • Tango of Arundel, Inc. • Retail-eating places • Texas
THIS EMPLOYMENT AGREEMENT (herein the "Agreement") is made as of the 3rd day of April, 2000, by and between DAVE & BUSTER'S, INC. (the "Corporation") and [James W. Corley][David O. Corriveau] (the "Employee").
