1 2 WHEREAS, it is a condition precedent to the Senior Note Indenture and the New Credit Facility that Pledgors shall have entered into this Agreement and granted the pledges provided herein;Pledge Agreement • April 1st, 1999 • American Restaurant Group Inc • Retail-eating places • New York
1 EXHIBIT 4.2 WARRANT AGREEMENT Dated as of February 25, 1998Warrant Agreement • March 30th, 1998 • American Restaurant Group Inc • Retail-eating places • New York
AND U.S. TRUST COMPANY OF CALIFORNIA, N.A. Trustee SECOND SUPPLEMENTAL INDENTUREAmerican Restaurant Group Inc • April 14th, 1997 • Retail-eating places
as obligor $80,000,000 12% Senior Subordinated Debentures due 2003 ----------------------------------------------------- FORM OF INDENTURE Dated as of _______ __, _____ ----------------------------------------------------- [TRUSTEE] Trustee 2...American Restaurant Group Inc • July 29th, 1998 • Retail-eating places • New York
158,600,000 11 1/2% Senior Secured Notes due 2003 ------------------------------------ INDENTUREIndenture • March 30th, 1998 • American Restaurant Group Inc • Retail-eating places • New York
AND U.S. TRUST COMPANY OF CALIFORNIA, N.A. Trustee FIRST SUPPLEMENTAL INDENTUREAmerican Restaurant Group Inc • April 14th, 1997 • Retail-eating places
TENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 13th, 1997 • American Restaurant Group Inc • Retail-eating places • New York
SECOND SUPPLEMENTAL INDENTUREAmerican Restaurant Group Inc • July 29th, 1998 • Retail-eating places • New York
2 3 SECTION 2. AMENDMENTS TO THE CREDIT AGREEMENTCredit Agreement • April 14th, 1997 • American Restaurant Group Inc • Retail-eating places • New York
EXHIBIT 4.9 FIRST SUPPLEMENTAL INDENTURE This FIRST SUPPLEMENTAL INDENTURE, dated as of June 26, 2000 (the "FIRST SUPPLEMENTAL Indenture"), is made and entered into by and between American Restaurant Group, Inc., a Delaware corporation (the...First Supplemental Indenture • July 12th, 2000 • American Restaurant Group Inc • Retail-eating places • New York
EXCHANGE AGENT AGREEMENT United States Trust Company of New York 515 South Flower Street, Suite 2700 Los Angeles, California 90071 Dear Sirs: American Restaurant Group, Inc., a Delaware corporation (the "Company), proposes to offer to exchange (the...Exchange Agent Agreement • July 29th, 1998 • American Restaurant Group Inc • Retail-eating places • New York
EXHIBIT 10.5 JOINDER AGREEMENT Dated as of June 28, 2000 Fleet National Bank (formerly known as BankBoston, N.A.), as Agent and the Banks referred to below 100 Federal Street Boston, Massachusetts 02110 Ladies and Gentlemen: Reference is hereby made...Joinder Agreement • July 12th, 2000 • American Restaurant Group Inc • Retail-eating places • Massachusetts
ELEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 13th, 1997 • American Restaurant Group Inc • Retail-eating places • New York
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENTCredit Agreement • April 14th, 1997 • American Restaurant Group Inc • Retail-eating places • New York
ARTICLE I REPRESENTATIONS AND WARRANTIESSecurityholders Agreement • March 30th, 1998 • American Restaurant Group Inc • Retail-eating places • Delaware
1 EXHIBIT 4.3 AMERICAN RESTAURANT GROUP, INC. $155,000,000 11 1/2 % Senior Secured Notes due 2003 $35,000,000 12 % Senior Pay-In-Kind Exchangeable Preferred Stock REGISTRATION RIGHTS AGREEMENTAmerican Restaurant Group Inc • March 30th, 1998 • Retail-eating places • New York
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 12th, 2000 • American Restaurant Group Inc • Retail-eating places • California
2 3 Code), investment property (as such term is defined in Section 9-115 of the Code), instruments (as such term is defined in Section 9-105(1)(i) of the Code), guaranties, letters of credit, documents (as such term is defined in Section 9-105(f) of...Subsidiary Security Agreement • April 1st, 1999 • American Restaurant Group Inc • Retail-eating places
EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 14th, 1997 • American Restaurant Group Inc • Retail-eating places • New York
RECITALSCredit Agreement • April 14th, 1997 • American Restaurant Group Inc • Retail-eating places • New York
2 3 (c) All accounts (as such term is defined in Section 9-106 of the Code), contract rights, chattel paper (as such term is defined in Section 9-105(b) of the Code), investment property (as such term is defined in Section 9-115 of the Code)...Company Security Agreement • April 1st, 1999 • American Restaurant Group Inc • Retail-eating places • New York
EXHIBIT 10.3 REVOLVING CREDIT AGREEMENT DATED as of February 25, 1998Revolving Credit Agreement • July 12th, 2000 • American Restaurant Group Inc • Retail-eating places
Exhibit 10.4 FIRST AMENDMENT TO THE REVOLVING CREDIT AGREEMENT This FIRST AMENDMENT, dated as of June 28, 2000 (the "AMENDMENT") is by and among AMERICAN RESTAURANT GROUP, INC. ("ARG"), the subsidiaries of ARG listed on the signature pages hereto...The Revolving Credit Agreement • July 12th, 2000 • American Restaurant Group Inc • Retail-eating places • Massachusetts
AND U.S. TRUST COMPANY OF CALIFORNIA, N.A. Trustee THIRD SUPPLEMENTAL INDENTUREAmerican Restaurant Group Inc • April 14th, 1997 • Retail-eating places
GUARANTY OF LEASEGuaranty of Lease • March 29th, 2002 • American Restaurant Group Inc • Retail-eating places • California
The undersigned (hereinafter referred to as “Guarantor”), as a material inducement to and in consideration of ARG PROPERTIES I, LLC, a California limited liability company, whose address is c/o Griffin Capital, 10940 Wilshire Boulevard, Suite 1600, Los Angeles, California 90024 (“Landlord”), entering into that certain Amended and Restated Master Lease (“Lease”) with ARG ENTERPRISES, INC., a California corporation (“Tenant”), dated as of May 11, 1998, hereby unconditionally, irrevocably and personally guarantees to and for the benefit of Landlord, and Landlord’s successors and assigns, the full and timely payment and performance of all of Tenant’s duties, obligations and covenants under the Lease. This Guaranty is a guaranty of payment and performance and not of collection.
AMENDED AND RESTATED MASTER LEASE BETWEEN ARG PROPERTIES II, LLC, as Landlord AND ARG ENTERPRISES, INC., As Tenant Dated: May 11, 1998Master Lease • March 29th, 2002 • American Restaurant Group Inc • Retail-eating places • California
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Third Supplemental IndentureThird Supplemental Indenture • November 6th, 2003 • American Restaurant Group Inc • Retail-eating places • New York
This THIRD SUPPLEMENTAL INDENTURE, dated as of October 31, 2003 (the “Third Supplemental Indenture”), is made and entered into by and between American Restaurant Group, Inc., a Delaware corporation (the “Company”), the Guarantors signatory hereto, The Bank of New York (as successor in interest to U.S. Trust Company, National Association, as trustee (the “Trustee”) under an Indenture, dated as of February 25, 1998, between the Company, the Guarantors named therein, and the Trustee, as amended by the First Supplemental Indenture, dated as of June 26, 2000, and by the Second Supplemental Indenture, dated as of October 31, 2001 (the “Indenture”). All capitalized terms used in this Third Supplemental Indenture that are defined in the Indenture, either directly or by reference therein, have the respective meanings assigned to them therein, except to the extent such terms are otherwise defined in this Third Supplemental Indenture or the context clearly requires otherwise.
EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 12th, 2000 • American Restaurant Group Inc • Retail-eating places • California
FORBEARANCE AGREEMENTForbearance Agreement • August 12th, 2004 • American Restaurant Group Inc • Retail-eating places • New York
This FORBEARANCE AGREEMENT (as amended, modified or extended in accordance with the terms hereof, the “Forbearance Agreement”), dated and effective as of June 1, 2004 (the “Effective Date”), is entered into by and among (i) American Restaurant Group, Inc., a Delaware corporation (the “Company”), (ii) the Guarantors (as defined in the Indenture referred to herein), and (iii) the beneficial holders of the 11½% Series D Senior Secured Notes due 2006 (the “Notes”) signatory hereto (each, a “Signing Holder” and, collectively, the “Signing Holders”).
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • September 28th, 2004 • American Restaurant Group Inc • Retail-eating places • California
This Restructuring Support Agreement (as amended, supplemented, or otherwise modified, and together with all exhibits hereto, the “Restructuring Agreement”), dated as of September 27, 2004, is entered into by and among (i) AMERICAN RESTAURANT GROUP, INC., a Delaware corporation (“ARG”), (ii) ARG ENTERPRISES, INC., a California corporation (“Enterprises”), and (iii) ARG PROPERTY MANAGEMENT CORPORATION, a California corporation (“Property Management”, and together with Enterprises and Property Management, the “Subsidiaries”, and the Subsidiaries, together with ARG, shall be referred to as the “Company”), and the undersigned holders (each, a “Secured Noteholder”, and collectively, the “Secured Noteholders”) of the 111/2% Series D Senior Secured Notes due 2006 (collectively, the “Secured Notes”) issued by ARG and unconditionally guaranteed by, among others, the Subsidiaries.
Intercreditor Agreement and Collateral Agency Agreement dated as of December 31, 2001Intercreditor Agreement • November 6th, 2003 • American Restaurant Group Inc • Retail-eating places
Each of the undersigned intends to enter into that certain Loan Agreement, dated as of October 31, 2003 (the “Loan Agreement”), with American Restaurant Group, Inc. (“ARG”), ARG Enterprises, Inc., and ARG Property Management Corporation (collectively, the “Borrowers”). The Loan Agreement provides that the obligations thereunder are to be secured by the collateral subject to the lien you hold as collateral agent, pursuant to the Second Amended and Restated Intercreditor and Collateral Agency Agreement, dated as of December 17, 2001 (the “Intercreditor Agreement”), by and among (i) yourself, as collateral agent, (ii) Wells Fargo Foothill, Inc. (formerly known as Foothill Capital Corporation), as Agent, and (iii) BNY Western Trust Company, as trustee under that certain Indenture dated as of February 25, 1998, as amended by that certain First Supplemental Indenture dated as of June 26, 2000, that certain Second Supplemental Indenture dated as of October 31, 2001, and that certain Third Sup
1 EXHIBIT 4.5 AMERICAN RESTAURANT GROUP, INC. MANAGEMENT REGISTRATION RIGHTS AGREEMENT AGREEMENT, dated as of February 25, 1998, between AMERICAN RESTAURANT GROUP, INC., a Delaware corporation (the "Company"), and ANWAR S. SOLIMAN, PATRICK J. KELVIE,...Management Registration Rights Agreement • March 30th, 1998 • American Restaurant Group Inc • Retail-eating places • New York
FORBEARANCE AGREEMENTForbearance Agreement • August 12th, 2004 • American Restaurant Group Inc • Retail-eating places • California
This FORBEARANCE AGREEMENT (as amended, modified or extended in accordance with the terms hereof, this “Forbearance Agreement”), dated and effective as of [August 11], 2004 (the “Effective Date”), is entered into by and among TCW SHARED OPPORTUNITY III, L.P. (“Lender”), American Restaurant Group, Inc., a Delaware corporation (“ARG”), ARG Enterprises, Inc., a California corporation (“Enterprises”), ARG Property Management Corporation, a California corporation (“Property Management”; and collectively with ARG and Enterprises, the “Borrowers”), and ARG Terra, Inc., a Delaware corporation (“Terra”; and collectively with the Borrowers, the “Credit Parties”).
AMENDMENT NO. 3 TO LOAN AGREEMENTLoan Agreement • March 31st, 2003 • American Restaurant Group Inc • Retail-eating places • California
This AMENDMENT NO. 3 TO LOAN AGREEMENT effective as of March 24, 2003 (this “Amendment”) upon the satisfaction of the conditions set forth herein, is hereby entered into among FOOTHILL CAPITAL CORPORATION, a California corporation (“Lender”), and American Restaurant Group, Inc., a Delaware corporation (“ARG”), ARG Enterprises, Inc., a California corporation (“Enterprises”), ARG Property Management Corporation, a California corporation (“Property Management”), and ARG Terra, Inc., a Delaware corporation (“Terra”; ARG, Enterprises, Property Management and Terra are collectively referred to as “Borrowers” and individually as a “Borrower”).
AMENDMENT NO. 5 TO LOAN AGREEMENTLoan Agreement • March 29th, 2004 • American Restaurant Group Inc • Retail-eating places • California
This AMENDMENT NO. 5 TO LOAN AGREEMENT (this "Amendment"), effective as of March 26, 2004 upon the satisfaction of the conditions set forth herein, is hereby entered into among WELLS FARGO FOOTHILL, INC., a California corporation formerly known as FOOTHILL CAPITAL CORPORATION, a California corporation ("Lender"), and American Restaurant Group, Inc., a Delaware corporation ("ARG"), ARG Enterprises, Inc., a California corporation ("Enterprises"), ARG Property Management Corporation, a California corporation ("Property Management"), and ARG Terra, Inc., a Delaware corporation ("Terra"). ARG, Enterprises, Property Management, and Terra are collectively referred to herein as "Borrowers" and individually as a "Borrower".
