REAL MEX RESTAURANTS, INC. AND EACH OF THE GUARANTORS PARTY HERETO 14% SENIOR SECURED NOTES DUE 2013 INDENTURE Dated as of July 7, 2009 Wells Fargo Bank, National Association TrusteeIndenture • July 8th, 2009 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • New York
INDENTURE dated as of July 7, 2009 among Real Mex Restaurants, Inc., a Delaware corporation, the Guarantors (as defined) and Wells Fargo Bank, National Association, as Trustee.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JULY 7, 2009 By and Among RM RESTAURANT HOLDING CORP., as Holdings, REAL MEX RESTAURANTS, INC., as Company, THE LENDERS PARTY HERETO FROM TIME TO TIME, as Lenders, AND CREDIT SUISSE, CAYMAN...Credit Agreement • July 8th, 2009 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is dated as of July 7, 2009 and entered into by and among RM RESTAURANT HOLDING CORP., a Delaware corporation (“Holdings”), REAL MEX RESTAURANTS, INC., a Delaware corporation (the “Company”), THE BANKS, FINANCIAL INSTITUTIONS AND OTHER ENTITIES PARTY HERETO FROM TIME TO TIME AS LENDERS and CREDIT SUISSE, CAYMAN ISLANDS BRANCH (“CS”), as administrative agent for the Lenders (and in such capacity and together with its successors, the “Administrative Agent”), and as sole bookrunner and lead arranger (in such capacity, the “Lead Arranger”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 5th, 2008 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • Delaware
EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), by and between Real Mex Restaurants, Inc., a Delaware corporation (the “Company”), and Steven Tanner (the “Executive”). Capitalized terms used herein but not otherwise defined have the meaning set forth in Section 1.1 hereof.
CHEVYS HOLDINGS, INC. CHEVYS, INC. CHEVYS OF GREENBELT, INC. CHEVYS NEW YORK, INC. CHEVYS OF PARSIPPANY, INC. KATMANDU CREATIONS, INC. RBA KANSAS, INC. RIO BRAVO ACQUISITIONS, INC. J.W. CHILDS EQUITY PARTNERS, L.P. REAL MEX RESTAURANTS, INC. AND CKR...Asset Purchase Agreement • November 10th, 2004 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • New York
ContractIndemnification Agreement • March 24th, 2005 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • New York
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of this 13th day of October, 2004, by and among J.W. Childs Equity Partners, L.P. (“J.W. Childs”), Real Mex Restaurants, Inc. (“Real Mex”), and CKR Acquisition Corp. (“Buyer”).
SECOND AMENDMENT AND CONSENTSecond Amendment and Consent • January 18th, 2005 • Real Mex Restaurants, Inc. • Retail-eating & drinking places
Notwithstanding the foregoing, if the Borrowers fail to deliver any Compliance Certificate pursuant to Section 9.4(e) hereof, then for the period commencing on the date after the day on which such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be that percentage corresponding to Level III in the table above."
MEMBERSHIP INTEREST PLEDGE AGREEMENTMembership Interest Pledge Agreement • July 8th, 2009 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • New York
This MEMBERSHIP INTEREST PLEDGE AGREEMENT (together with all amendments, supplements and modifications, if any, from time to time hereto, this “Agreement”), dated as of July 7, 2009, is made by CKR ACQUISITION CORP., a Delaware corporation (hereinafter, the “Pledgor”), in favor of Wells Fargo Bank, National Association, in its capacity as the collateral agent (in such capacity, together with its successors and assignees, the “Collateral Agent”) for the Secured Parties (as defined below).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 24th, 2005 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of this 31st day of October, 2004, by and between Real Mex Restaurants, Inc., a Delaware corporation (the “Company”) and Steven Lau Tanner (the “Employee”).
REAL MEX RESTAURANTS, INC., EACH OF THE GUARANTORS PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of June 28, 2010 to INDENTURE Dated as of July 7, 2009First Supplemental Indenture • June 28th, 2010 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of June 28, 2010 (this “First Supplemental Indenture”), among Real Mex Restaurants, Inc., a Delaware corporation (the “Company”), the Guarantors and Wells Fargo Bank, National Association, as Trustee (the “Trustee”). All capitalized terms not defined herein shall have the meaning set forth in the Indenture referred to herein.
JOINDER AGREEMENTJoinder Agreement • March 24th, 2005 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • Delaware
the surviving entity. In addition, notwithstanding the foregoing, J.W. Childs shall not be entitled to purchase J.W. Childs Maintenance Securities (and no Preemptive Rights Notice shall be required) in connection with any proposed issuance, sale or transfer of equity securities by Real Mex if Real Mex shall notify J.W. Childs in writing that it shall issue to J.W. Childs the same number (or amount) of J.W. Childs Maintenance Securities which it would otherwise be required to issue to J.W. Childs at the same price and on the same conditions as would be required to be set forth in a Preemptive Rights Notice, within 30 days after the issuance, sale or transfer of any such equity securities.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • March 24th, 2005 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 2004, among CKR Acquisition Corp., a Delaware corporation (the “Guaranteeing Subsidiary”), a subsidiary of Real Mex Restaurants, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, N.A., as Trustee under the Indenture referred to below (the “Trustee”).
LIMITED WAIVER, CONSENT AND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 13th, 2008 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • New York
THIS LIMITED WAIVER, CONSENT AND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of the 13th day of November 2008, by and among RM RESTAURANT HOLDING CORP., a Delaware corporation (“Holdings”), REAL MEX RESTAURANTS, INC., a Delaware corporation (the “Company”), THE BANKS, FINANCIAL INSTITUTIONS AND OTHER ENTITIES PARTY HERETO FROM TIME TO TIME AS LENDERS, and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as administrative agent for the Lenders (in such capacity and together with its successors, the “Administrative Agent”).
TRADEMARK COLLATERAL SECURITY AND PLEDGE AGREEMENTTrademark Collateral Security and Pledge Agreement • July 8th, 2009 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • New York
This TRADEMARK COLLATERAL SECURITY AND PLEDGE AGREEMENT (together with all amendments, supplements and modifications, if any, from time to time hereto, this “Trademark Agreement”), dated as of July 7, 2009, is by the undersigned (each, an “Assignor” and, collectively, the “Assignors”) in favor of Wells Fargo Bank, National Association, in its capacity as the collateral agent (in such capacity, together with its successors and assignees, the “Collateral Agent”) for the Secured Parties (as defined below).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 2nd, 2009 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • California
EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), by and between Real Mex Restaurants, Inc., a Delaware corporation (the “Company”), and Richard (“Dick”) Rivera (the “Executive”). Capitalized terms used herein but not otherwise defined have the meaning set forth in Section 1.1 hereof.
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTRestated Credit Agreement • August 12th, 2009 • Real Mex Restaurants, Inc. • Retail-eating & drinking places
THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of the _____ day of August, 2007, by and among (a) REAL MEX RESTAURANTS, INC., formerly known as Acapulco Acquisition Corp., a Delaware corporation (“Real Mex”), ACAPULCO RESTAURANTS, INC., a Delaware corporation (“ARI”), EL TORITO FRANCHISING COMPANY, a Delaware corporation (“ETFI”), EL TORITO RESTAURANTS, INC., a Delaware corporation (“ETRI”), TARV, INC., a California corporation (“TARV”), ACAPULCO RESTAURANT OF VENTURA, INC., a California corporation (“ARV”), ACAPULCO RESTAURANT OF WESTWOOD, INC., a California corporation (“ARW”), ACAPULCO MARK CORP., a Delaware corporation (“AMC”), MURRAY PACIFIC, a California corporation (“MP”), ALA DESIGN, INC., a California corporation (“ALAD”), REAL MEX FOODS, INC., formerly known as ALA Foods, Inc., a California corporation (“RMF”), ACAPULCO RESTAURANT OF DOWNEY, INC., a California corporation (“ARD”), ACAPULCO RESTAURANT OF MORENO VALLEY
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • April 24th, 2008 • Real Mex Restaurants, Inc. • Retail-eating & drinking places
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Agreement”) is entered into as of the 17th day of April 2008, by and among (a) REAL MEX RESTAURANTS, INC., formerly known as Acapulco Acquisition Corp., a Delaware corporation (“Real Mex”), ACAPULCO RESTAURANTS, INC., a Delaware corporation (“ARI”), EL TORITO FRANCHISING COMPANY, a Delaware corporation (“ETFI”), EL TORITO RESTAURANTS, INC., a Delaware corporation (“ETRI”), TARV, INC., a California corporation (“TARV”), ACAPULCO RESTAURANT OF VENTURA, INC., a California corporation (“ARV”), ACAPULCO RESTAURANT OF WESTWOOD, INC., a California corporation (“ARW”), ACAPULCO MARK CORP., a Delaware corporation (“AMC”), MURRAY PACIFIC, a California corporation (“MP”), ALA DESIGN, INC., a California corporation (“ALAD”), REAL MEX FOODS, INC., formerly known as ALA Foods, Inc., a California corporation (“RMF”), ACAPULCO RESTAURANT OF DOWNEY, INC., a California corporation (“ARD”), ACAPULCO RESTAURANT OF MORENO VALLEY, INC., a California corporatio
REGISTRATION RIGHTS AGREEMENT Dated as of July 7, 2009 by and among Real Mex Restaurants, Inc. Acapulco Restaurants, Inc. El Torito Restaurants, Inc. CKR Acquisition Corp. Chevys Restaurants, LLC El Torito Franchising Company Acapulco Restaurant of...Registration Rights Agreement • July 8th, 2009 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 7, 2009, by and among Real Mex Restaurants, Inc., a Delaware corporation (the “Company”), Acapulco Restaurants, Inc., a Delaware corporation, El Torito Restaurants, Inc., a Delaware corporation, CKR Acquisition Corp., a Delaware corporation, Chevys Restaurants, LLC, a Delaware limited liability company, El Torito Franchising Company, a Delaware corporation, Acapulco Restaurant of Ventura, Inc., a California corporation, Acapulco Restaurant of Westwood, Inc., a California corporation, Acapulco Restaurant of Downey, Inc., a California corporation, Murray Pacific, a California corporation, Acapulco Restaurant of Moreno Valley, Inc., a California corporation, El Paso Cantina, Inc., a California corporation, Real Mex Foods, Inc., a California corporation, TARV, Inc., a California corporation, ALA Design, Inc., a California corporation, Acapulco Mark Corp., a Delaware corporation, and RM Restaurant Hold
CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 28th, 2010 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • New York
WHEREAS, Holdings, the Lenders and the Agent have entered into a credit agreement, dated as of July 7, 2009 (as amended, restated or otherwise modified from time to time, the “Holdings Credit Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Holdings Credit Agreement.
RETENTION AGREEMENTRetention Agreement • February 22nd, 2006 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • California
This RETENTION AGREEMENT (this “Agreement”) is made as of the day of , 2006 by and between REAL MEX RESTAURANTS, INC., a Delaware corporation (the “Company”), and (“Executive”).
SECURITY AGREEMENTSecurity Agreement • July 8th, 2009 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • New York
This SECURITY AGREEMENT (together with all amendments, supplements and modifications, if any, from time to time hereto, this “Agreement”), dated as of July 7, 2009, is by the undersigned (each, a “Grantor” and, collectively, the “Grantors”) in favor of Wells Fargo Bank, National Association, in its capacity as the collateral agent (in such capacity, together with its successors and assignees, the “Collateral Agent”) for the Secured Parties (as defined below).
FOURTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO LOAN DOCUMENTSCredit Agreement • October 6th, 2006 • Real Mex Restaurants, Inc. • Retail-eating & drinking places
This FOURTH AMENDMENT, dated as of October 5, 2006 (this “Fourth Amendment”), amends that certain AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of March 31, 2004 (as amended, modified or supplemented from time to time, the “Credit Agreement”), by and among (i) REAL MEX RESTAURANTS, INC., formerly known as Acapulco Acquisition Corp., a Delaware corporation (“Real Mex”), (ii) ACAPULCO RESTAURANTS, INC., a Delaware corporation and successor by merger to Acapulco Restaurants of Encinitas, Inc. (“ARI”), (iii) EL TORITO FRANCHISING COMPANY, a Delaware corporation (“ETFI”), (iv) EL TORITO RESTAURANTS, INC., a Delaware corporation (“ETRI”), (v) TARV, INC., a California corporation (“TARV”), (vi) ACAPULCO RESTAURANT OF VENTURA, INC., a California corporation (“ARV”), (vii) ACAPULCO RESTAURANT OF WESTWOOD, INC., a California corporation (“ARW”), (viii) ACAPULCO MARK CORP., a Delaware corporation (“AMC”), (ix) MURRAY PACIFIC, a California corporation (“MP”), (x) ALA DESIGN, INC., a Ca
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • March 30th, 2009 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • California
This Separation Agreement and General Release (hereinafter “Agreement”) is made and entered into by and between Frederick Wolfe (“Wolfe”) on the one hand, and Real Mex Restaurants, Inc. and all of its subsidiaries, related entities and affiliates (collectively referred to as “Real Mex”) on the other hand.
AGREEMENT AND PLAN OF MERGER by and among REAL MEX RESTAURANTS, INC. RM RESTAURANT HOLDING CORP. and RM INTEGRATED, INC. Dated August 17, 2006Agreement and Plan of Merger • August 23rd, 2006 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • New York
AGREEMENT AND PLAN OF MERGER, dated August 17, 2006, by and among Real Mex Restaurants, Inc., a Delaware corporation (the “Company”), RM Restaurant Holding Corp., a Delaware corporation (“Parent”), RM Integrated, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Newco”), and joined in by Bruckmann, Rosser, Sherrill & Co., Inc., as representative for the benefit of the Former Securities Holders solely for purposes of Sections 2.10 and 9.1 hereof (the “Representative”).
LIMITED WAIVER AND FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 2nd, 2011 • Real Mex Restaurants, Inc. • Retail-eating & drinking places
THIS LIMITED WAIVER AND FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of the 27th day of July, 2011, by and among (a) RM RESTAURANT HOLDING CORP., a Delaware corporation (“Holdings”), (b) REAL MEX RESTAURANTS, INC., a Delaware corporation (the “Company), (c) THE BANKS, FINANCIAL INSTITUTIONS AND OTHER ENTITIES PARTY THERETO FROM TIME TO TIME AS LENDERS SIGNATORY HERETO (the “Lenders”) and (d) WILMINGTON TRUST, NATIONAL ASSOCIATION (AS SUCCESSOR TO WILMINGTON TRUST FSB), as administrative agent for the Lenders (in such capacity and together with its successors, the “Administrative Agent”).
LIMITED WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 2nd, 2011 • Real Mex Restaurants, Inc. • Retail-eating & drinking places
THIS LIMITED WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is entered into as of the 27th day of July, 2011, by and among (a) RM RESTAURANT HOLDING CORP., a Delaware corporation (“Holdings”), (b) THE BANKS, FINANCIAL INSTITUTIONS AND OTHER ENTITIES PARTY THERETO FROM TIME TO TIME AS LENDERS (the “Lenders”) and (c) WILMINGTON TRUST, NATIONAL ASSOCIATION (AS SUCCESSOR TO WILMINGTON TRUST FSB), as administrative agent for the Lenders (in such capacity and together with its successors, the “Administrative Agent”).
SENIOR SECURED PRIMING AND SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of October 6, 2011 by and among REAL MEX RESTAURANTS, INC. ACAPULCO RESTAURANTS, INC. EL TORITO FRANCHISING COMPANY EL TORITO RESTAURANTS, INC. TARV, INC. ACAPULCO...Possession Credit Agreement • October 12th, 2011 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • Illinois
This SENIOR SECURED PRIMING AND SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of October 6, 2011, is by and among, (a) REAL MEX RESTAURANTS, INC., formerly known as Acapulco Acquisition Corp., a Delaware corporation (“Real Mex”), ACAPULCO RESTAURANTS, INC., a Delaware corporation (“ARI”), EL TORITO FRANCHISING COMPANY, a Delaware corporation (“ETFI”), EL TORITO RESTAURANTS, INC., a Delaware corporation (“ETRI”), TARV, INC., a California corporation (“TARV”), ACAPULCO RESTAURANT OF VENTURA, INC., a California corporation (“ARV”), ACAPULCO RESTAURANT OF WESTWOOD, INC., a California corporation (“ARW”), ACAPULCO MARK CORP., a Delaware corporation (“AMC”), MURRAY PACIFIC, a California corporation (“MP”), ALA DESIGN, INC., a California corporation (“ALAD”), REAL MEX FOODS, INC., formerly known as ALA Foods, Inc., a California corporation (“RMF”), ACAPULCO RESTAURANT OF DOWNEY, INC., a California corporation (“ARD”), ACAPULCO RESTAURANT OF MORENO VALLEY, INC., a California co
TERMINATION AGREEMENT (Management Services Agreement)Termination Agreement • November 13th, 2008 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • Delaware
THIS TERMINATION AGREEMENT (this “Termination Agreement”), dated as of November 13, 2008, is entered into by and among Real Mex Restaurants, Inc., a Delaware corporation (the “Company”), and Sun Capital Partners Management IV, LLC, a Delaware limited liability company (“Sun”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Management Services Agreement, dated as of August 21, 2006, by and among the parties hereto (the “Management Services Agreement”).
CREDIT AGREEMENT DATED AS OF JULY 7, 2009 By and Among RM RESTAURANT HOLDING CORP., as Holdings THE LENDERS PARTY HERETO FROM TIME TO TIME, as Lenders, AND WILMINGTON TRUST FSB, as Administrative Agent $25,000,000 HOLDINGS TERM LOAN FACILITYCredit Agreement • August 28th, 2009 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • New York
This CREDIT AGREEMENT is dated as of July 7, 2009 and entered into by and among RM RESTAURANT HOLDING CORP., a Delaware corporation (“Holdings”), THE BANKS, FINANCIAL INSTITUTIONS AND OTHER ENTITIES PARTY HERETO FROM TIME TO TIME AS LENDERS and WILMINGTON TRUST FSB (“WTFSB”), as administrative agent for the Lenders (and in such capacity and together with its successors, the “Administrative Agent”).
AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • April 8th, 2010 • Real Mex Restaurants, Inc. • Retail-eating & drinking places
THIS AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Agreement”) is entered into as of the 2nd day of April, 2010, by and among (a) REAL MEX RESTAURANTS, INC., formerly known as Acapulco Acquisition Corp., a Delaware corporation (“Real Mex”), ACAPULCO RESTAURANTS, INC., a Delaware corporation (“ARI”), EL TORITO FRANCHISING COMPANY, a Delaware corporation (“ETFI”), EL TORITO RESTAURANTS, INC., a Delaware corporation (“ETRI”), TARV, INC., a California corporation (“TARV”), ACAPULCO RESTAURANT OF VENTURA, INC., a California corporation (“ARV”), ACAPULCO RESTAURANT OF WESTWOOD, INC., a California corporation (“ARW”), ACAPULCO MARK CORP., a Delaware corporation (“AMC”), MURRAY PACIFIC, a California corporation (“MP”), ALA DESIGN, INC., a California corporation (“ALAD”), REAL MEX FOODS, INC., formerly known as ALA Foods, Inc., a California corporation (“RMF”), ACAPULCO RESTAURANT OF DOWNEY, INC., a California corporation (“ARD”), ACAPULCO RESTAURANT OF MORENO
LIMITED LIABILITY COMPANY AGREEMENT OFLimited Liability Company Agreement • March 24th, 2005 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) is entered into this 15th day of November, 2004 by and between Chevys Restaurants, LLC, a Delaware limited liability company (the “Company”), and CKR Acquisition Corp., a Delaware corporation (the “Member”).
MUTUAL SETTLEMENT AGREEMENT AND RELEASEMutual Settlement Agreement and Release • August 23rd, 2006 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • New York
THIS MUTUAL SETTLEMENT AGREEMENT AND RELEASE (This “Settlement Agreement”) is entered into as of this 17th day of August, 2006 by and among Real Mex Restaurants, Inc., a Delaware corporation (“Real Mex Restaurants”), CKR Acquisition Corp., a Delaware corporation (“CKR, and, together with Real Mex Restaurants, “Real Mex”), J.W.Childs Equity Partners, L.P., a Delaware limited partnership (“JW Childs Partners”) and JWC Chevys Co-Invest, LLC, a Delaware limited liability company (“JWC”, and together with JW Childs Partners, “JW Childs”).
THIRD AMENDMENTThird Amendment • February 22nd, 2006 • Real Mex Restaurants, Inc. • Retail-eating & drinking places
This THIRD AMENDMENT, dated as of January 5, 2006 (this “Third Amendment”), amends that certain AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of March 31, 2004 (as amended, modified or supplemented from time to time, the “Credit Agreement”), by and among (i) REAL MEX RESTAURANTS, INC., formerly known as Acapulco Acquisition Corp., a Delaware corporation (“Real Max”), (ii) ACAPULCO RESTAURANTS, INC., a Delaware corporation (“ARI”), (iii) EL TORITO FRANCHISING COMPANY, a Delaware corporation (“ETFI”), (iv) EL TORITO RESTAURANTS, INC., a Delaware corporation (“ETRI”), (v) ACAPULCO RESTAURANTS OF ENCINITAS, INC., a California corporation (“AEI”), (vi) TARV, INC., a California corporation (“TARV”), (vii) ACAPULCO RESTAURANT OF VENTURA, INC., a California corporation (“ARV”), (viii) ACAPULCO RESTAURANT OF WESTWOOD, INC., a California corporation (“ARW”), (ix) ACAPULCO MARK CORP., a Delaware corporation (“AMC”), (x) MURRAY PACIFIC, a California corporation (“MP”), (xi) ALA DESIGN,
JOINDER AGREEMENTJoinder Agreement • January 18th, 2005 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • Delaware
STOCK PLEDGE AGREEMENTStock Pledge Agreement • July 8th, 2009 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • New York
This STOCK PLEDGE AGREEMENT (together with all amendments, supplements and modifications, if any, from time to time hereto, this “Agreement”) is made as of July 7, 2009, by the undersigned (each, a “Grantor” and, collectively, the “Grantors”) in favor of Wells Fargo Bank, National Association, in its capacity as the collateral agent (in such capacity, together with its successors and assignees, the “Collateral Agent”) for the Secured Parties (as defined below).
LIMITED WAIVER, CONSENT AND AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 13th, 2008 • Real Mex Restaurants, Inc. • Retail-eating & drinking places
THIS LIMITED WAIVER, CONSENT AND AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of the 13th day of November 2008, by and among (a) REAL MEX RESTAURANTS, INC., formerly known as Acapulco Acquisition Corp., a Delaware corporation (“Real Mex”), ACAPULCO RESTAURANTS, INC., a Delaware corporation (“ARI”), EL TORITO FRANCHISING COMPANY, a Delaware corporation (“ETFI”), EL TORITO RESTAURANTS, INC., a Delaware corporation (“ETRI”), TARV, INC., a California corporation (“TARV”), ACAPULCO RESTAURANT OF VENTURA, INC., a California corporation (“ARV”), ACAPULCO RESTAURANT OF WESTWOOD, INC., a California corporation (“ARW”), ACAPULCO MARK CORP., a Delaware corporation (“AMC”), MURRAY PACIFIC, a California corporation (“MP”), ALA DESIGN, INC., a California corporation (“ALAD”), REAL MEX FOODS, INC., formerly known as ALA Foods, Inc., a California corporation (“RMF”), ACAPULCO RESTAURANT OF DOWNEY, INC., a California corporation (“ARD”), ACAPULCO
