EXHIBIT 4.4 Dave & Buster's, Inc., Issuer THE BANK OF NEW YORK, as Trustee INDENTURE Dated as of August 7, 2003 5.0% Convertible Subordinated Notes due 2008 CROSS-REFERENCE SHEET* Provisions of Trust Indenture Act of 1939 and Indenture, dated as of...Dave & Busters Inc • August 7th, 2003 • Retail-eating places • New York
RECITALSEscrow Agreement • September 27th, 2004 • Dave & Busters Inc • Retail-eating places • Kentucky
RECITALSVoting Agreement • December 16th, 2005 • Dave & Busters Inc • Retail-eating places • Missouri
RECITALS:Credit Agreement • December 16th, 1998 • Dave & Busters Inc • Retail-eating places • Texas
EXECUTION COPY AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 31st, 2002 • Dave & Busters Inc • Retail-eating places • New York
EXHIBIT 10.24 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "Agreement") is made as of July 25, 2003, by and among Funtime Hospitality Corp., an Ontario corporation ("Seller"), and Dave and Buster's, Inc., a Missouri corporation...Asset Purchase Agreement • September 12th, 2003 • Dave & Busters Inc • Retail-eating places • Texas
RECITALSEmployment Agreement • April 23rd, 2001 • Dave & Busters Inc • Retail-eating places • Texas
EXHIBIT 10.19 LEASE AGREEMENT By and BetweenLease Agreement • April 24th, 2002 • Dave & Busters Inc • Retail-eating places
and BUYERS,Registration Rights Agreement • August 7th, 2003 • Dave & Busters Inc • Retail-eating places • New York
and BUYERS,Securities Purchase Agreement • August 7th, 2003 • Dave & Busters Inc • Retail-eating places • New York
RECITALSNoncompetition Agreement • June 4th, 2002 • Dave & Busters Inc • Retail-eating places • Delaware
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 27th, 2004 • Dave & Busters Inc • Retail-eating places • Delaware
EXHIBIT 4.1 FORM OF 5.0% CONVERTIBLE SUBORDINATED NOTE DUE 2008 DAVE & BUSTER'S, INC. [FORM OF FACE OF NOTE] [THE FOLLOWING PARAGRAPH SHALL APPEAR ON THE FACE OF EACH RESTRICTED NOTE.] THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF...Dave & Busters Inc • August 7th, 2003 • Retail-eating places
EXHIBIT 10.21 LEASE AGREEMENT By and Between LANDFAIR, LLC, a California limited liability companyLease Agreement • April 24th, 2002 • Dave & Busters Inc • Retail-eating places
SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER BY AND AMONG D&B HOLDINGS I, INC., D&B ACQUISITION SUB, INC. AND DAVE & BUSTER'S, INC. This SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this "Amendment"), dated as of September 30, 2002,...The Agreement • October 1st, 2002 • Dave & Busters Inc • Retail-eating places
AMENDMENT NO. 5 TO REVOLVING CREDIT AND TERM LOAN AGREEMENTCredit and Term Loan Agreement • September 12th, 2003 • Dave & Busters Inc • Retail-eating places • Massachusetts
EXHIBIT 4.5 DAVE & BUSTER'S INC. and THE BANK OF NEW YORK, as Warrant Agent WARRANT AGENT AGREEMENT Dated as of August 7, 2003 WARRANT AGENT AGREEMENT TABLE OF CONTENTSWarrant Agent Agreement • August 7th, 2003 • Dave & Busters Inc • Retail-eating places • New York
EXHIBIT 10.18 AGREEMENT OF SALE AND PURCHASE by and between D & B REALTY HOLDING, INC., a Missouri corporation,Agreement of Sale and Purchase • April 24th, 2002 • Dave & Busters Inc • Retail-eating places • Texas
EXHIBIT 10.1.6 AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT Dated as of October 29, 2003Revolving Credit and Term Loan Agreement • December 16th, 2003 • Dave & Busters Inc • Retail-eating places
SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER BY AND AMONG D&B HOLDINGS I, INC., D&B ACQUISITION SUB, INC. AND DAVE & BUSTER'S, INC. This SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this "Amendment"), dated as of September 30, 2002,...The Agreement and Plan of Merger • October 2nd, 2002 • Dave & Busters Inc • Retail-eating places
EXHIBIT 10.1 CREDIT AGREEMENTCredit Agreement • September 16th, 1997 • Dave & Busters Inc • Retail-eating places • Texas
FIRST AMENDMENT TO THE SUPPORT AND EXCHANGE AGREEMENTAnd Exchange Agreement • July 16th, 2002 • Dave & Busters Inc • Retail-eating places
EXHIBIT 10.14 EXECUTIVE RETENTION AGREEMENT AGREEMENT by and between Dave & Buster's, Inc. (the "COMPANY"), and Sterling R. Smith (the "EXECUTIVE"), dated as of the 11th day of June, 2001. The Compensation Committee of the Company, (the "COMMITTEE"),...Executive Retention Agreement • September 14th, 2001 • Dave & Busters Inc • Retail-eating places • Texas
Exhibit 99.3 Joint Filing Agreement Pursuant to Rule 13d-1(k)(1) This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 (the "Act") by and among the parties listed below, each referred to herein as a "Joint...Joint Filing Agreement • December 16th, 2005 • Dave & Busters Inc • Retail-eating places
This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer". The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
EXHIBIT 99.1 SUPPORT AND EXCHANGE AGREEMENT THIS SUPPORT AND EXCHANGE AGREEMENT, dated as of May 30, 2002 (this "Agreement"), is by and among D&B Holdings I, Inc., a Delaware corporation ("Parent"), D&B Acquisition Sub, Inc., a Delaware corporation...Support and Exchange Agreement • May 31st, 2002 • Dave & Busters Inc • Retail-eating places • Delaware
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 16th, 2009 • Dave & Busters Inc • Retail-eating places • Texas
This Amended and Restated Employment Agreement (the “Agreement”) is entered into on the day of , (the “Effective Date”), between Dave & Buster’s Management Corporation, Inc., a Delaware corporation (“D&B Management”), Dave & Buster’s, Inc., a Missouri corporation (“D&B”), and (the “Employee”). D&B Management and D&B are collectively referred to herein as the “Company”.
FIRST AMENDMENTCredit Agreement • June 15th, 2011 • Dave & Busters Inc • Retail-eating places • New York
CREDIT AGREEMENT (this “Agreement”), dated as of June 1, 2010, among GAMES INTERMEDIATE MERGER CORP., a Delaware corporation (to be merged with and into Dave & Buster’s Holdings, Inc., with Dave & Buster’s Holdings, Inc. as the surviving entity) (“Holdings”), GAMES MERGER CORP., a Missouri corporation (to be merged with and into Dave & Buster’s, Inc., with Dave & Buster’s, Inc. as the surviving entity) (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”), GENERAL ELECTRIC CAPITAL CORPORATION, as documentation agent (in such capacity, the “Documentation Agent”), JPMORGAN CHASE BANK, N.A and JEFFERIES FINANCE LLC, as co-syndication agents (in such capacity, the “Co-Syndication Agents”), and JPMORGAN CHASE BANK, N.A., as administrative agent.
iii 5 UNDERWRITING AGREEMENTUnderwriting Agreement • September 11th, 1997 • Dave & Busters Inc • Retail-eating places • New York
June 4, 2002 Dear Shareholder: We are pleased to inform you that our Company has entered into an Agreement and Plan of Merger, dated as of May 30, 2002 (the "Merger Agreement"), with D&B Acquisition Sub, Inc., a Missouri corporation (the "Purchaser"),...Dave & Busters Inc • June 4th, 2002 • Retail-eating places
We are pleased to inform you that our Company has entered into an Agreement and Plan of Merger, dated as of May 30, 2002 (the "Merger Agreement"), with D&B Acquisition Sub, Inc., a Missouri corporation (the "Purchaser"), a wholly owned subsidiary of D&B Holdings I, Inc., a Delaware corporation (the "Parent"). Parent is a wholly owned subsidiary of Investcorp International, Inc. Pursuant to the Merger Agreement, on June 4, 2002, Purchaser commenced a cash tender offer (the "Offer") to purchase all of the outstanding shares (the "Shares") of common stock of the Company at a purchase price of $12.00 per share, net to the shareholders in cash. The Offer will be followed by a Merger (the "Merger") of Purchaser with and into the Company, pursuant to which any remaining Shares will be converted into the right to receive the same consideration paid in the Offer, in cash, without interest.
AGREEMENT AND PLAN OF MERGER BY AND AMONG DAVE & BUSTER’S, INC., WS MIDWAY ACQUISITION SUB, INC. AND WS MIDWAY HOLDINGS, INC. DATED AS OF DECEMBER 8, 2005Agreement and Plan of Merger • December 9th, 2005 • Dave & Busters Inc • Retail-eating places • Missouri
AGREEMENT AND PLAN OF MERGER, dated as of December 8, 2005 (the “Agreement”), by and among DAVE & BUSTER’S, INC., a Missouri corporation (the “Company”), WS MIDWAY ACQUISITION SUB, INC., a Missouri corporation (“Merger Sub”), and WS MIDWAY HOLDINGS, INC., a Delaware corporation (“Holdings”).
RESTRICTED STOCK AGREEMENT (PERFORMANCE AWARD)Joint Escrow Instructions • August 4th, 2005 • Dave & Busters Inc • Retail-eating places • Texas
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 4th, 2005 • Dave & Busters Inc • Retail-eating places • Texas
ESCROW AGREEMENTEscrow Agreement • May 25th, 2004 • Dave & Busters Inc • Retail-eating places • Delaware
THIS ESCROW AGREEMENT (this “Agreement”) is dated as of the 23rd day of May, 2004, by and among Tango Acquisition, Inc., a Delaware corporation (“Buyer”) and Jillian’s Management Company, Inc., a Delaware corporation, River Vending, Inc., a Delaware corporation, Jillian’s America Live of Minneapolis, Inc., a Delaware corporation, Jillian’s of Minneapolis, MN, Inc., a Delaware corporation, Jillian’s of Franklin, PA, Inc., a Delaware corporation, Jillian’s of Concord, NC, Inc., a Delaware corporation, Jillian’s of Farmingdale, NY, Inc., a Delaware corporation, Jillian’s of Nashville, TN, Inc., a Delaware corporation, Jillian’s of Westbury, NY, Inc., a Delaware corporation, Jillian’s of Houston, TX, Inc., a Delaware corporation, Jillian’s of Arundel, MD, Inc., a Delaware corporation, Jillian’s of Scottsdale, AZ, Inc., a Delaware corporation, Jillian’s of Katy, TX, Inc., a Delaware corporation, and Jillian’s of Gwinnett, GA, Inc., a Delaware corporation (“Sellers”, and any individually, “S
EXHIBIT 10.22 EXECUTIVE RETENTION AGREEMENT AGREEMENT by and between Dave & Buster's, Inc. (the "COMPANY"), and John S. Davis (the "EXECUTIVE"), dated as of the 7th day of June, 2001. The Compensation Committee of the Company, (the "COMMITTEE"), has...Executive Retention Agreement • April 24th, 2002 • Dave & Busters Inc • Retail-eating places • Texas
EMPLOYMENT AGREEMENT FOR EXECUTIVE OFFICERSEmployment Agreement • May 14th, 2007 • Dave & Busters Inc • Retail-eating places • Texas
This Employment Agreement (the “Agreement”) is entered into on the day of December, 2006 (the “Effective Date”), between Dave & Buster’s, Inc., a Missouri corporation (the “Company”), and (the “Employee”). The parties agree to each of the following:
