AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEEIndenture • July 9th, 2004 • VI Acquisition Corp • Retail-eating places • New York
VI ACQUISITION CORP. AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • July 9th, 2004 • VI Acquisition Corp • Retail-eating places
RECITALS:Stock Purchase Agreement • July 9th, 2004 • VI Acquisition Corp • Retail-eating places • Illinois
EXECUTION COPY STOCKHOLDERS AGREEMENT THIS STOCKHOLDERS AGREEMENT (this "Agreement") is made as of June 13, 2003, by and among (i) VI ACQUISITION CORP., a Delaware corporation (the "Company"), (ii) WIND POINT PARTNERS IV, L.P., WIND POINT PARTNERS V,...Stockholders Agreement • July 9th, 2004 • VI Acquisition Corp • Retail-eating places • Illinois
Exhibit 10.22 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into as of March 19, 2004, by and between Village Inn Pancake House of Albuquerque, Inc., a New Mexico corporation (the "Company"), and...Indemnification Agreement • July 9th, 2004 • VI Acquisition Corp • Retail-eating places • New Mexico
Exhibit 2.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is dated as of the 15th day of April, 2003, by and among (i) VI ACQUISITION CORP., a Delaware corporation (the "Buyer"), (ii) MIDWAY INVESTORS HOLDINGS INC., a...Stock Purchase Agreement • July 9th, 2004 • VI Acquisition Corp • Retail-eating places • Delaware
VICORP RESTAURANTS, INC.Purchase Agreement • July 9th, 2004 • VI Acquisition Corp • Retail-eating places • New York
CUMULATIVE PERCENTAGE OF DATE DIRECTOR SHARES TO BE VESTED ---- ---------------------------- 1st Anniversary of this Agreement 20% 2nd Anniversary of this Agreement 40% 3rd Anniversary of this Agreement 60% 4th Anniversary of this Agreement 80% 5th...Management Agreement • July 9th, 2004 • VI Acquisition Corp • Retail-eating places • Illinois
Exhibit 10.16 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "EMPLOYMENT AGREEMENT") is made this 13th day of June, 2003 by and between VICORP RESTAURANTS, INC., a Colorado corporation (the "COMPANY"), and DEBRA KOENIG ("EXECUTIVE"). WHEREAS,...Employment Agreement • July 9th, 2004 • VI Acquisition Corp • Retail-eating places • Illinois
JOINDER AGREEMENT This Joinder Agreement (this "Agreement") is by and between VI ACQUISITION CORP.., a Delaware corporation (the "Company") and WIND POINT V EXECUTIVE ADVISOR PARTNERS, L.P. , a Delaware limited partnership ("WPVEAP").Joinder Agreement • July 9th, 2004 • VI Acquisition Corp • Retail-eating places • Delaware
c) Short-Form Registrations. (i) In addition to the Long-Form Registrations provided pursuant to Section 1(b), the holders of Investor Registrable Securities shall be entitled to request an unlimited number of Short-Form Registrations in which the...Registration Rights Agreement • July 9th, 2004 • VI Acquisition Corp • Retail-eating places • Delaware
Exhibit 10.23 PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT (this "Agreement") is made as of June 13, 2003, by and among WIND POINT INVESTORS IV, L.P., a Delaware limited partnership ("WPI4"), WIND POINT INVESTORS V, L.P., a...Professional Services Agreement • July 9th, 2004 • VI Acquisition Corp • Retail-eating places • Illinois
Exhibit 10.20 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into as of March 19, 2004 by and between VICORP Restaurants Inc., a Colorado corporation (the "Company"), and ___________ (the "Indemnitee")....Indemnification Agreement • July 9th, 2004 • VI Acquisition Corp • Retail-eating places • Colorado
Exhibit 10.6 MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT (this "Agreement") is made as of June 13, 2003, between VI Acquisition Corp., a Delaware corporation (the "Company"), and Debra Koenig ("Executive"). The Company and Executive desire to enter...Management Agreement • July 9th, 2004 • VI Acquisition Corp • Retail-eating places • Illinois
Exhibit 10.21 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into as of June 13, 2003 by and between VI Acquisition Corp., a Delaware corporation (the "Company"), and _____________ (the "Indemnitee")....Indemnification Agreement • July 9th, 2004 • VI Acquisition Corp • Retail-eating places • Delaware
Exhibit 10.9 NONSTATUTORY STOCK OPTION AGREEMENT THIS AGREEMENT is made effective June 13, 2003 ("EFFECTIVE DATE") by and between VI Acquisition Corp., a Delaware corporation (the "COMPANY"), and Robert Kaltenbach (the "OPTIONEE"). WHEREAS, pursuant...Nonstatutory Stock Option Agreement • July 9th, 2004 • VI Acquisition Corp • Retail-eating places • Delaware
April 6, 2004 J.P. Morgan Securities Inc. As Representative of the several Initial Purchasers listed in Schedule 1 hereto c/o J.P. Morgan Securities Inc. 270 Park Avenue New York, New York 10017 Ladies and Gentlemen: VICORP Restaurants, Inc., a...Registration Rights Agreement • July 9th, 2004 • VI Acquisition Corp • Retail-eating places • New York
Exhibit 10.10 INSTRUCTIONS: PLEASE READ THE ACCOMPANYING LETTER FROM THE COMPANY CAREFULLY. IF YOU WISH TO EXERCISE YOUR PREEMPTIVE RIGHTS, YOU MUST COMPLETE AND SIGN THIS SUBSCRIPTION AGREEMENT AND RETURN IT TO: EVELYN C. ARKEBAUER AT SACHNOFF &...VI Acquisition Corp • July 9th, 2004 • Retail-eating places
Exhibit 10.17 [LETTERHEAD OF VICORP] Ms. Debra Koenig VICORP Restaurants, Inc. 400 West 48th Avenue Denver, Colorado 80216 Re: AMENDMENT TO EMPLOYMENT AGREEMENT Dear Debra: This letter confirms our agreement to decrease the "Base Salary" set forth...Employment Agreement • July 9th, 2004 • VI Acquisition Corp • Retail-eating places
This letter confirms our agreement to decrease the "Base Salary" set forth under Section 4(a) of your Employment Agreement dated June 13, 2003 (the "EMPLOYMENT AGREEMENT"), from $484,380 to $400,000 in exchange for your right to purchase an additional 3,575 shares of the common stock of VI Acquisition Corp. The change described herein shall be effective January 1, 2004. All other terms of your Employment Agreement shall be unaffected by this letter and shall remain in full force and effect.
Exhibit 4.4 EXECUTION COPY REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated April 14, 2004 (the "Agreement") is entered into by and among VICORP Restaurants, Inc., a Colorado corporation (the "Company"), VI Acquisition Corp., a...Registration Rights Agreement • July 9th, 2004 • VI Acquisition Corp • Retail-eating places • New York
Marathon Fund Limited Partnership IV c/o Goldner Hawn Johnson & Morrison 5250 Wells Fargo Center 90 South Seventh Street Minneapolis, Minnesota 55402 and BancBoston Ventures Inc. 175 Federal Street, 10th Floor Boston, MA 02110 June 12, 2003VI Acquisition Corp • July 9th, 2004 • Retail-eating places
Exhibit 10.11 INSTRUCTIONS: PLEASE READ THE ACCOMPANYING LETTER FROM THE COMPANY CAREFULLY. IF YOU WISH TO EXERCISE YOUR PREEMPTIVE RIGHTS, YOU MUST COMPLETE AND SIGN THIS SUBSCRIPTION AGREEMENT AND RETURN IT TO: EVELYN C. ARKEBAUER AT SACHNOFF &...VI Acquisition Corp • July 9th, 2004 • Retail-eating places
