CREDIT AGREEMENT Dated as of February 2, 2023 among PHD INTERMEDIATE LLC, as Holdings, PORTILLO’S HOLDINGS, LLC, as the Borrower, THE SUBSIDIARIES OF THE BORROWER PARTY HERETO FROM TIME TO TIME, as Subsidiary Guarantors, FIFTH THIRD BANK, NATIONAL...Credit Agreement • February 6th, 2023 • Portillo's Inc. • Retail-eating places • New York
This CREDIT AGREEMENT is entered into as of February 2, 2023, among PHD INTERMEDIATE LLC, a Delaware limited liability company (“Holdings”), PORTILLO’S HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), the other Guarantors party hereto from time to time, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and FIFTH THIRD BANK, NATIONAL ASSOCIATION, as Administrative Agent, L/C Issuer and Swing Line Lender.
SECOND LIEN CREDIT AGREEMENT Dated as of August 1, 2014 Among PHD INTERMEDIATE LLC, as Holdings, PHD MERGER SUB LLC (to be merged with and into PORTILLO’S HOLDINGS, LLC), as the Borrower, UBS AG, STAMFORD BRANCH, as Administrative Agent, and THE OTHER...Second Lien Credit Agreement • September 27th, 2021 • Portillo's Inc. • Retail-eating places • New York
This SECOND LIEN CREDIT AGREEMENT is entered into as of August 1, 2014, among PHD INTERMEDIATE LLC, a Delaware limited liability company (“Holdings”), PHD MERGER SUB LLC, a Delaware limited liability company (“Merger Sub”), to be merged with and into PORTILLO’S HOLDINGS, LLC, a Delaware limited liability company (the “Company”), the other Guarantors party hereto from time to time, UBS AG, STAMFORD BRANCH, as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
FORM OF SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of PHD GROUP HOLDINGS LLC Dated as of , 2021Limited Liability Company Agreement • September 29th, 2021 • Portillo's Inc. • Retail-eating places • Delaware
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) OF PHD Group Holdings LLC, a Delaware limited liability company (the “Company”), dated as of , 2021, by and among the Company, Portillo’s Inc., a Delaware corporation (“Pubco”), and the other Persons listed on the signature pages hereto.
REGISTRATION RIGHTS AGREEMENT by and among Portillo’s Inc. and the other parties hereto October 20, 2021Registration Rights Agreement • November 18th, 2021 • Portillo's Inc. • Retail-eating places • Delaware
This REGISTRATION RIGHTS AGREEMENT (as may be amended, modified, supplemented or restated from time to time after the date hereof, this “Agreement”), is made as of October 20, 2021, by and among (i) Portillo’s Inc., a Delaware corporation (the “Company”) and (ii) each of the Persons listed on the signature pages hereto.
FIRST LIEN CREDIT AGREEMENT Dated as of August 1, 2014 Among PHD INTERMEDIATE LLC, as Holdings, PHD MERGER SUB LLC (to be merged with and into PORTILLO’S HOLDINGS, LLC), as the Borrower, UBS AG, STAMFORD BRANCH, as Administrative Agent, UBS AG,...First Lien Credit Agreement • September 27th, 2021 • Portillo's Inc. • Retail-eating places • New York
This FIRST LIEN CREDIT AGREEMENT is entered into as of August 1, 2014, among PHD INTERMEDIATE LLC, a Delaware limited liability company (“Holdings”), PHD MERGER SUB LLC, a Delaware limited liability company (“Merger Sub”), to be merged with and into PORTILLO’S HOLDINGS, LLC, a Delaware limited liability company (the “Company”), the other Guarantors party hereto from time to time, UBS AG, STAMFORD BRANCH, as Administrative Agent, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and UBS AG, STAMFORD BRANCH, as L/C Issuer and Swing Line Lender.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of PHD GROUP HOLDINGS LLC Dated as of October 20, 2021Limited Liability Company Agreement • November 18th, 2021 • Portillo's Inc. • Retail-eating places • Delaware
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) OF PHD Group Holdings LLC, a Delaware limited liability company (the “Company”), dated as of October 20, 2021, by and among the Company, Portillo’s Inc., a Delaware corporation (“Pubco”), and the other Persons listed on the signature pages hereto.
Portillo’s Inc. Class A Common Stock, Par Value $0.01 Per Share Underwriting AgreementUnderwriting Agreement • March 4th, 2024 • Portillo's Inc. • Retail-eating places
Portillo’s Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof, and to the extent there is only a single underwriter, the term “Underwriters” shall be deemed to refer to the single Underwriter, mutatis mutandis) an aggregate of 8,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 1,200,000 additional shares (the “Optional Shares”) of Class A common stock, par value $0.01 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification & Liability • October 6th, 2021 • Portillo's Inc. • Retail-eating places • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), between Portillo’s Inc., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”), dated as of the date last written below, is effective as of the date of the effectiveness of the Company’s Registration Statement on Form S-1 relating to its initial public offering. Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 13.
STOCK AND UNIT PURCHASE AGREEMENTStock and Unit Purchase Agreement • March 4th, 2024 • Portillo's Inc. • Retail-eating places • Delaware
THIS STOCK AND UNIT PURCHASE AGREEMENT (this “Agreement”) is entered into as of February 27, 2024 by and among Portillo’s Inc., a Delaware corporation (the “Company”), and certain persons listed on Schedule I hereto (each such securityholder a “Seller” and collectively, the “Sellers”).
Portillo’s Inc. Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • May 7th, 2024 • Portillo's Inc. • Retail-eating places • Delaware
This Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between Portillo’s Inc., a Delaware corporation (the “Company”), and (the “Participant”), effective as of , 202__ (the “Date of Grant”).
Portillo’s Inc. 2021 Equity Incentive Plan Stock Option Award AgreementStock Option Award Agreement • May 7th, 2024 • Portillo's Inc. • Retail-eating places • Delaware
This Stock Option Award Agreement (this “Agreement”) is made by and between Portillo’s Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”), effective as of [●] (the “Date of Grant”).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • November 18th, 2021 • Portillo's Inc. • Retail-eating places • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of October 20, 2021, and is between Portillo’s Inc., a Delaware corporation (including any successor corporation, “PubCo”), each of the undersigned parties, and each of the other persons from time to time that becomes a party hereto (each, excluding PubCo, a “TRA Party” and together the “TRA Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 27th, 2021 • Portillo's Inc. • Retail-eating places • Illinois
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of August 3, 2018, by and between Michael Osanloo (“Executive”) and PHD Group Holdings LLC (the “Company”).
AMENDMENT NO. 2 TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • September 27th, 2021 • Portillo's Inc. • Retail-eating places • New York
This SECOND LIEN CREDIT AGREEMENT is entered into as of August 1, 2014, among PHD INTERMEDIATE LLC, a Delaware limited liability company (“Holdings”), PHD MERGER SUB LLC, a Delaware limited liability company (“Merger Sub”), to be merged with and into PORTILLO’S HOLDINGS, LLC, a Delaware limited liability company (the “Company”), the other Guarantors party hereto from time to time, UBS AG, STAMFORD BRANCH, as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
PHD GROUP HOLDINGS LLC CLASS A UNIT OPTION AGREEMENT (TIME AND PERFORMANCE VESTING)Class a Unit Option Agreement • September 29th, 2021 • Portillo's Inc. • Retail-eating places • Delaware
This Option is granted by PHD Group Holdings LLC, a Delaware limited liability company (the “Company”), to [Name of Participant] (the “Participant”), pursuant to this Class A Unit option agreement (the “Agreement”) and the Company’s 2014 Equity Incentive Plan (the “Plan”). All capitalized terms not otherwise defined herein shall have the meaning provided in the Plan.
AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • September 27th, 2021 • Portillo's Inc. • Retail-eating places • New York
AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT, dated as of October 25, 2016 (this “Agreement”), by and among Portillo’s Holdings, LLC, a Delaware limited liability company (the “Borrower”), PHD Intermediate LLC, a Delaware limited liability company (“Holdings”), each Term B-2 Lender party hereto, each Lender party hereto, UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”), and each of the other Loan Parties party hereto.
AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • September 27th, 2021 • Portillo's Inc. • Retail-eating places • New York
AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENT, dated as of October 25, 2016 (this “Agreement”), by and among Portillo’s Holdings, LLC, a Delaware limited liability company (the “Borrower”), PHD Intermediate LLC, a Delaware limited liability company (“Holdings”), each Term B-2 Lender party hereto, each Lender party hereto, UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”), and each of the other Loan Parties party hereto.
AMENDMENT NO. 3 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • September 27th, 2021 • Portillo's Inc. • Retail-eating places • New York
This FIRST LIEN CREDIT AGREEMENT is entered into as of August 1, 2014, among PHD INTERMEDIATE LLC, a Delaware limited liability company (“Holdings”), PHD MERGER SUB LLC, a Delaware limited liability company (“Merger Sub”), to be merged with and into PORTILLO’S HOLDINGS, LLC, a Delaware limited liability company (the “Company”), the other Guarantors party hereto from time to time, UBS AG, STAMFORD BRANCH, as Administrative Agent, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and UBS AG, STAMFORD BRANCH, as L/C Issuer and Swing Line Lender.
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • September 27th, 2021 • Portillo's Inc. • Retail-eating places • New York
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT, dated as of May 18, 2018 (this “Agreement”), by and among Portillo’s Holdings, LLC, a Delaware limited liability company (the “Borrower”), PHD Intermediate LLC, a Delaware limited liability company (“Holdings”), each Revolving Credit Lender party hereto, UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”), and each of the other Loan Parties party hereto.
FORM OF PSU AWARD AGREEMENT Portillo’s Inc. Performance Stock Unit Award AgreementPerformance Stock Unit Award Agreement • May 7th, 2024 • Portillo's Inc. • Retail-eating places • Delaware
This Performance Stock Unit Award Agreement (this “Agreement”) is made by and between Portillo’s Inc., a Delaware corporation (the “Company”), and (the “Participant”), effective as of _______________, 202__ (the “Date of Grant”).
PHD GROUP HOLDINGS LLC CLASS A UNIT OPTION AGREEMENT (Time Vesting)Class a Unit Option Agreement • September 29th, 2021 • Portillo's Inc. • Retail-eating places • Delaware
This Option is granted by PHD Group Holdings LLC, a Delaware limited liability company (the “Company”), to [Name of Participant] (the “Participant”), pursuant to this Class A Unit option agreement (the “Agreement”) and the Company’s 2014 Equity Incentive Plan (the “Plan”). All capitalized terms not otherwise defined herein shall have the meaning provided in the Plan.
EMPLOYMENT AGREEMENTEmployment Agreement • May 7th, 2024 • Portillo's Inc. • Retail-eating places
WHEREAS, pursuant to that certain Agreement and Plan of Merger (as the same may be amended, modified or supplemented from time to time, the "Merger Agreement"), dated as of June 28, 2014, by and among Portillo's Holdings, LLC, a Delaware limited liability company (the "Portillo's"), PHD Intermediate LLC, a Delaware limited liability company (the "Purchaser"), PHD Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of the Purchaser (the "Merger Sub"), and RP & SP Holdings, Inc., a Delaware corporation (the "Representative"), as representative for the Members (as defined in the Merger Agreement), Merger Sub shall merge with and into Portillo's, whereupon the separate existence of Merger Sub shall cease, and Portillo's shall be the surviving company;
PHD GROUP HOLDINGS LLC CLASS A UNIT OPTION AGREEMENT (Time Vesting)Class a Unit Option Agreement • September 29th, 2021 • Portillo's Inc. • Retail-eating places • Delaware
This Option is granted by PHD Group Holdings LLC, a Delaware limited liability company (the “Company”), to [Name of Participant] (the “Participant”), pursuant to this Class A Unit option agreement (the “Agreement”) and the Company’s 2014 Equity Incentive Plan (the “Plan”). All capitalized terms not otherwise defined herein shall have the meaning provided in the Plan.
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 2nd, 2023 • Portillo's Inc. • Retail-eating places • Delaware
This Restricted Stock Award Agreement (this “Agreement”) is made by and between Portillo’s Inc., a Delaware corporation (the “Company”), and (the “Participant”), effective as of December , 2022 (the “Date of Grant”).
Portillo’s Hot Dogs, LLC • 2001 Spring Road, Suite 400, Oak Brook, I L 60523-3930 • (630) 954-3773 • www.portillos.comSeparation Agreement and Release • August 6th, 2024 • Portillo's Inc. • Retail-eating places
The purpose of this Separation Agreement and Release (this “Agreement”) is to confirm the understanding and agreement by and between Portillo’s Inc. and all of its affiliates (collectively referred to as “Portillo’s” or the “Company”) and you, in your individual capacity (referred to as “You” or “Your”), concerning Your termination of employment with Portillo’s. Capitalized terms used herein without definition have the meanings ascribed to such terms in the Portillo’s Inc. Senior Executive Severance Plan (the “Plan”).
