1 EXHIBIT (c)(9) OPTION AGREEMENT OPTION AGREEMENT, dated as of May [ ], 1997 (this "Agreement"), by and between Steven L. Foster ("Foster"), The Foster Family Trust (the "Trust"), Kevin Troy ("Troy", and together with Foster and the Trust, the...Option Agreement • May 30th, 1997 • Jillians Entertainment Corp • Services-miscellaneous amusement & recreation • Massachusetts
Page ARTICLE I - DEFINITIONS 1.1 Definitions 1.2 Construction ARTICLE II - AFFIRMATIVE COVENANTS OF THE COMPANY AND THE STOCKHOLDERS 2.1 Board Representation and Voting Agreement of the Shares 2.2 Specified Actions 2.3 Financial Covenants 2.4 Sale of...Stockholders' Agreement • January 20th, 1998 • Skyline Chili Inc • Retail-eating places • Ohio
1 EXHIBIT (c)(8) LICENSE AGREEMENT This LICENSE AGREEMENT (this "Agreement") is entered into as of the ____ day of May, 1997 by and between Jillian's Entertainment Corporation, a Florida corporation ("Licensor"), and Jillian's Billiard Club, Inc., a...License Agreement • May 30th, 1997 • Jillians Entertainment Corp • Services-miscellaneous amusement & recreation • Massachusetts
FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dated April 18, 2000 (this "Amendment"), among CAPITAL SENIOR LIVING CORPORATION, a Delaware corporation...Agreement and Plan of Merger • May 2nd, 2000 • Ilm Senior Living Inc /Va • Real estate investment trusts
1 EXHIBIT (C)(12) PURCHASE AGREEMENTPurchase Agreement • April 18th, 1997 • Jillians Entertainment Corp • Services-miscellaneous amusement & recreation • Massachusetts
1 Exhibit 17(b)(3) VALUATION MATERIALS PREPARED FOR: SKYLINE CHILI, INC. NOVEMBER 20, 1997 THE FOLLOWING INFORMATION IS CONFIDENTIAL AND PROPRIETARY TO EQUITABLE SECURITIES CORPORATION. THE INFORMATION HAS BEEN PREPARED SOLELY FOR THE BENEFIT OF...Skyline Chili Inc • January 20th, 1998 • Retail-eating places
EXHIBIT 17AAgreement • September 11th, 1997 • American Financial Corp • Fire, marine & casualty insurance • Massachusetts
1 EXHIBIT (C)(8) MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT (this "Agreement") is entered into as of April [ ], 1997, by and between J.W. Childs Associates, L.P., a Delaware limited partnership with a principal place of business at One Federal...Management Agreement • April 18th, 1997 • Jillians Entertainment Corp • Services-miscellaneous amusement & recreation • Massachusetts
INVESTMENT AGREEMENT AMONGInvestment Agreement • January 20th, 1998 • Skyline Chili Inc • Retail-eating places • Ohio
Uses Sources ------------------------------------------ ----------------------------------- Common Stock Purchase $230.7 Revolver $ 20.0 Equity Rollover 3.0 Senior Secured Term Debt 113.0 ------ Total Equity 233.7 Subordinated Debt 40.0 Refinance...Wm Acquisition Inc • March 24th, 2000 • Wholesale-hardware & plumbing & heating equipment & supplies
VOTING AGREEMENTVoting Agreement • June 12th, 1997 • Jillians Entertainment Corp • Services-miscellaneous amusement & recreation • Delaware
June [ ], 1997 Steven L. Foster 727 Atlantic Avenue Boston, MA 02111 Dear Mr. Foster: This letter agreement is the Employment Agreement with you referred to in Section 6.1(e) of the Agreement and Plan of Merger dated as of June [ ], 1997 (the "Merger...Jillians Entertainment Corp • June 12th, 1997 • Services-miscellaneous amusement & recreation • Massachusetts
1. Maximum Amount: $25,000,000. Subject to credit committee approval, the -------------- Maximum Amount would be increased to $28,500,000. a. Accounts Receivable Line of Credit (the "Line"): Lender would extend...Marietta Corp • January 19th, 1996 • Services-business services, nec • New York
April 4, 1997Letter Agreement • April 18th, 1997 • Jillians Entertainment Corp • Services-miscellaneous amusement & recreation
June [ ], 1997 Daniel M. Smith 727 Atlantic Avenue Boston, MA 02111 Dear Mr. Smith: This letter agreement is the Employment Agreement with you referred to in Section 6.1(e) of the Agreement and Plan of Merger dated as of June [ ], 1997 (the "Merger...Employment Agreement • June 12th, 1997 • Jillians Entertainment Corp • Services-miscellaneous amusement & recreation • Massachusetts
------------------------------------------------------------------------------- SCHEDULE 14C INFORMATION STATEMENT INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------- Filed by the Registrant [X]...Agreement and Plan of Merger Agreement and Plan of Merger • June 16th, 1997 • Allmerica Financial Corp • Fire, marine & casualty insurance • Delaware
(Continued from the previous page) consideration in all cash, such holder will receive, for each share of APY Common Stock, $33.00 in cash, without interest (the "Cash Consideration"); provided, however, that (1) in the event the Average Stock Price is less than $36.00, the Cash Consideration shall be equal to $32.00 and (2) in the event the Average Stock Price is more than $41.00, the Cash Consideration shall be equal to $34.00. The consideration to be received by an APY Public Stockholder (as defined below) in connection with the Merger, whether in the form of Standard Consideration, Stock Consideration or Cash Consideration, shall be referred to herein as the "Merger Consideration." The value of the per share Merger Consideration may vary depending on, among other things, whether such holder receives Standard Consideration or elects to receive Stock Consideration or Cash Consideration. See "The Merger Transactions--The Merger Agreement--APY Merger Consideration." If an APY stockhold
PURCHASE AGREEMENT by and amongPurchase Agreement • June 12th, 1997 • Jillians Entertainment Corp • Services-miscellaneous amusement & recreation • Massachusetts
1 EXHIBIT (C)(10) TABLE OF CONTENTS PURCHASE AGREEMENTPurchase Agreement • May 30th, 1997 • Jillians Entertainment Corp • Services-miscellaneous amusement & recreation • Massachusetts
------------------------------------------------------------------------------- - AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 26, 1995, BY AND AMONG BFMA HOLDING CORPORATION, BFMA ACQUISITION CORPORATION AND MARIETTA CORPORATION ----...Agreement and Plan of Merger • February 2nd, 1996 • Marietta Corp • Services-business services, nec • New York
EXHIBIT (c)(2) STAND-BY CAPITAL COMMITMENT AGREEMENT This Stand-By Capital Commitment Agreement (this "Agreement") is made as of October 26, 1999 (the "Effective Date"), by and between Capital Re Corporation, a Delaware corporation (the "Borrower"),...Commitment Agreement • November 29th, 1999 • Ace LTD • Fire, marine & casualty insurance • New York
April 22, 1997Jillians Entertainment Corp • May 1st, 1997 • Services-miscellaneous amusement & recreation
1 EXHIBIT 99.(a) LOAN COMMITMENT LETTER FROM U.S. BANK AND RATE LOCK AGREEMENT [LETTERHEAD OF U.S. BANK] November 18, 1998 Mr. Gerald Whitcomb Peninsula Motel Associates 7515 Terminal St., SW Tumwater, Washington 98501 Dear Jerry: U.S. Bank is pleased...Whitcomb Gerald L • February 10th, 1999 • Hotels & motels
RECITALSStockholder Support Agreement • November 29th, 1999 • Ace LTD • Fire, marine & casualty insurance • Delaware
1 AMENDMENT TO RESTATED AGREEMENT AND PLAN OF MERGER AGREEMENT made effective as of February 14, 1997, by and between THL Transaction I Corp. ("THL I") and Syratech Corporation (the "Company"). WHEREAS, the undersigned entered into the Restated...Agreement and Plan of Merger Agreement • February 28th, 1997 • Syratech Corp • Jewelry, silverware & plated ware
December 3, 1999 8 EAST FORGE PARKWAY FRANKLIN, MASSACHUSETTS 02038 Dear Stockholder: I am pleased to invite you to a Special Meeting of the stockholders of Thermo Vision Corporation ("Thermo Vision") at which you will be asked to adopt an Agreement...Thermo Vision Corp • December 3rd, 1999 • Laboratory analytical instruments
