TRADEMARK COLLATERAL SECURITY AND PLEDGE AGREEMENT
Exhibit 10.5
EXECUTION COPY
TRADEMARK COLLATERAL
SECURITY AND PLEDGE AGREEMENT
SECURITY AND PLEDGE AGREEMENT
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 Xxxxx 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).
WHEREAS, Real Mex Restaurants, Inc., a Delaware corporation (the “Issuer”), the
guarantors party to the Indenture (as defined below) and Xxxxx Fargo Bank, National Association, as
trustee (in such capacity, the “Trustee”) thereunder, are parties to that certain
indenture, dated as of even date herewith (as amended, restated, modified, supplemented, renewed,
refunded, replaced or refinanced from time to time, the “Indenture”);
WHEREAS, the Assignors have executed and delivered to the Collateral Agent, for the benefit of
the Secured Parties, a security agreement, dated as of even date herewith (as amended, restated,
supplemented or otherwise modified from time to time, the “Security Agreement”), pursuant
to which the Assignors have granted to the Collateral Agent, for the benefit of the Secured
Parties, a security interest in certain of the Assignors’ personal property and fixture assets,
including, without limitation, the trademarks, service marks, trademark and service xxxx
registrations, and trademark and service xxxx registration applications listed on Schedule
A attached hereto, together with the goodwill appurtenant thereto, all to secure the payment
and performance of the Obligations (as defined below);
WHEREAS, the Collateral Agent, the Trustee and General Electric Capital Corporation, as Agent,
have entered into the Intercreditor Agreement, dated as of even date herewith (as amended,
supplemented or otherwise modified from time to time, the “Intercreditor Agreement”);
WHEREAS, each Assignor is either the Issuer, the parent of the Issuer, or a direct or indirect
subsidiary of the Issuer and as such will derive direct and indirect economic benefits from the
issuance of the Notes under the Indenture;
WHEREAS, the holders of the Note Obligations (the “Holders”) have required, as a
condition to the purchase of the Notes under the Indenture, that each Assignor grant to the
Collateral Agent for the ratable benefit of the Collateral Agent, the Trustee and the Holders
(collectively, the “Secured Parties”) a security interest in and to the Pledged Trademarks
(as defined herein); and
WHEREAS, this Trademark Agreement is supplemental to the provisions contained in the Security
Agreement;
NOW, THEREFORE, in consideration of the premises contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
1. DEFINITIONS.
Capitalized terms used herein and not otherwise defined herein shall have the respective
meanings provided therefor in the Indenture. In addition, the following terms shall have the
meanings set forth in this §1 or elsewhere in this Trademark Agreement referred to below:
Assignment of Marks. See §2.1.
Associated Goodwill. All goodwill of each Assignor and its business, products and
services appurtenant to, associated with or symbolized by the Trademarks and the use thereof.
Materially Adverse Effect. A materially adverse effect on the properties, assets,
financial condition or business of the Issuer and its Restricted Subsidiaries or material
impairment of the right of the Issuer and its Restricted Subsidiaries, taken as a whole, to carry
on business substantially as now conducted by them, or any questioning of the validity of this
Trademark Agreement or any of the other Note Documents, or any action taken or to be taken pursuant
hereto or thereto.
Obligations. All of the Note Obligations (including, without limitation, the Issuer’s
Obligations under or in respect of the Notes (including any exchange notes issued from time to time
pursuant to any agreement to provide registration rights in respect of the Notes)) and, in
addition, with respect to any Assignor that is a Guarantor of the Note Obligations, all obligations
and liabilities of such Assignor which may arise under or in connection with such Guarantee or any
other Note Document to which such Assignor is a party, in each case whether on account of guarantee
obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including,
without limitation, all fees and disbursements of counsel to any Secured Party that are required to
be paid by such Assignor pursuant to the terms of this Trademark Agreement or any other Note
Document).
Pledged Trademarks. All of each Assignor’s right, title and interest in and to all of
the Trademarks, the Trademark Registrations, the Trademark License Rights (other than those that
constitute Excluded Assets), the Trademark Rights, the Associated Goodwill, the Related Assets, and
all accessions to, substitutions for, replacements of, and all products and proceeds of any and all
of the foregoing.
PTO. The United States Patent and Trademark Office.
Related Assets. All assets, rights and interests of each Assignor that uniquely
reflect or embody the Associated Goodwill, including the following:
(a) all patents, inventions, copyrights, trade secrets, confidential information,
formulae, methods or processes, compounds, recipes, know-how, methods and operating systems,
drawings, descriptions, formulations, manufacturing and production and delivery procedures,
quality control procedures, product and service specifications, catalogs, price lists, and
advertising materials, relating to the manufacture, production, delivery, provision and sale
of goods or services under or in association with any of the Trademarks; and
(b) the following documents and things in the possession or under the control of any
Assignor, or subject to its demand for possession or control, related to the production,
delivery, provision and sale by any Assignor, or any affiliate, franchisee, licensee or
contractor, of products or services sold by or under the authority of any Assignor in
connection with the Trademarks or Trademark Rights, whether prior to, on or subsequent to
the date hereof:
(i) all lists, contracts, ancillary documents and other information that identify,
describe or provide information with respect to any customers, dealers or distributors of
any Assignor, its affiliates or franchisees or licensees or contractors, for products or
services sold under or in connection with the Trademarks or Trademark Rights, including all
lists and documents containing information regarding each customer’s, dealer’s, supplier’s
or distributor’s name and address, credit, payment, discount, delivery and other sale terms,
and history, pattern and total of purchases by brand, product, style, size and quantity;
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(ii) all agreements (including franchise agreements), product and service specification
documents and operating, production and quality control manuals relating to or used in the
design, manufacture, production, delivery, provision and sale of products or services under
or in connection with the Trademarks or Trademark Rights;
(iii) all documents and agreements relating to the identity and locations of all
sources of supply and all terms of purchase and delivery, for all materials, components, raw
materials and other supplies and services used in the manufacture, production, provision,
delivery and sale of products or services under or in connection with the Trademarks or
Trademark Rights; and
(iv) all agreements and documents constituting or concerning the present or future,
current or proposed advertising and promotion by any Assignor (or any of its affiliates,
franchisees, licensees or contractors) of products or services sold under or in connection
with the Trademarks or Trademark Rights.
Store. A particular restaurant at a particular location that is owned or operated by
Parent, the Issuer or one of its Subsidiaries.
Trademark License Rights. Any and all past, present or future rights and interests of
any Assignor pursuant to any and all past, present and future franchising or licensing agreements
in favor of any Assignor, or to which any Assignor is a party, pertaining to any Trademarks,
Trademark Registrations, or Trademark Rights owned or used by third parties in the past, present or
future, including the right (but not the obligation) in the name of any Assignor or the Collateral
Agent to enforce, and xxx and recover for, any breach or violation of any such agreement to which
any Assignor is a party.
Trademark Registrations. All past, present or future federal, state, local and
foreign registrations of the Trademarks, all past, present and future applications for any such
registrations (and any such registrations thereof upon approval of such applications), including,
without limitation, those set forth on Schedule A, together with the right (but not the
obligation) to apply for such registrations (and prosecute such applications) in the name of any
Assignor or the Collateral Agent, and to take any and all actions necessary or appropriate to
maintain such registrations in effect and renew and extend such registrations.
Trademark Rights. Any and all past, present or future rights in, to and associated
with the Trademarks throughout the world, whether arising under federal law, state law, common law,
foreign law or otherwise, including the following: all such rights arising out of or associated
with the Trademark Registrations; the right (but not the obligation) to register claims under any
state, federal or foreign trademark law or regulation; the right (but not the obligation) to xxx or
bring opposition or cancellation proceedings in the name of any Assignor or the Collateral Agent
for any and all past, present and future infringements or dilution of or any other damages or
injury to the Trademarks, the Trademark Rights, or the Associated Goodwill, and the rights to
damages or profits due or accrued arising out of or in connection with any such past, present or
future infringement, dilution, damage or injury; and the Trademark License Rights.
Trademarks. All of the trademarks, service marks, designs, logos, indicia, trade
names, corporate names, company names, business names, fictitious business names, trade styles,
elements of package or trade dress, and other source and product or service identifiers, used or
associated with or appurtenant to the products, services and businesses of any Assignor, that (i)
are set forth on Schedule A hereto, or (ii) have been adopted, acquired, owned, held or
used by any Assignor or are now owned, held or used by any Assignor, in any Assignor’s business, or
with any Assignor’s products and services, or in which any Assignor has any right, title or
interest, or (iii) are in the future adopted, acquired, owned, held or used by
any Assignor in any Assignor’s business or with any Assignor’s products and services, or in
which any Assignor in the future acquires any right, title or interest.
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Use. With respect to any Trademark, all uses of such Trademark by, for or in
connection with any Assignor or its business or for the direct or indirect benefit of any Assignor
or its business, including all such uses by such Assignor itself, by any of the affiliates of any
Assignor, or by any franchisee, licensee or contractor of any Assignor.
Unless otherwise provided herein, the rules of construction set forth in Section 1.04 of the
Indenture shall be applicable to this Trademark Agreement.
2. GRANT OF SECURITY INTEREST.
2.1. Security Interest; Assignment of Marks. As collateral security for the payment
and performance in full of all of the Obligations, each Assignor hereby unconditionally grants to
the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in and
first priority lien (subject, as to priority, only to Permitted Prior Liens) on all of such
Assignor’s right, title and interest to the Pledged Trademarks, and pledges and mortgages (but does
not transfer title to) such Assignor’s right, title and interest to the Pledged Trademarks to the
Collateral Agent for the benefit of the Secured Parties. In addition, subject to the Intercreditor
Agreement, each Assignor hereby agrees upon the request of the Collateral Agent following and
during the continuance of an Event of Default, to execute, and in addition hereby confirms that
pursuant to §10 hereof such Assignor has constituted and appointed the Collateral Agent as such
Assignor’s true and lawful attorney-in-fact to execute on such Assignor’s behalf, an assignment of
federally registered trademarks and other registered trademarks in substantially the form of
Exhibit 1 hereto (the “Assignment of Marks”). Each Assignor hereby authorizes the
Collateral Agent to complete as assignee and record with the PTO and any other relevant authority
the Assignment of Marks upon the occurrence and during the continuance of an Event of Default and
the proper exercise of the Collateral Agent’s remedies under this Trademark Agreement and the other
Security Documents.
Notwithstanding the foregoing, Excluded Assets (as defined in the Indenture) shall not
constitute Pledged Trademarks.
2.2. Conditional Assignment. In addition to, and not by way of limitation of, the
grant, pledge and mortgage of the Pledged Trademarks provided in §2.1, and subject to the
Intercreditor Agreement, each Assignor grants, assigns, transfers, conveys and sets over to the
Collateral Agent, for the benefit of the Secured Parties, such Assignor’s entire right, title and
interest in and to the Pledged Trademarks; provided that such grant, assignment, transfer
and conveyance shall be and become of force and effect only (i) upon or after the occurrence and
during the continuance of an Event of Default and (ii) either (A) upon the written demand of the
Collateral Agent at any time during such continuance or (B) immediately and automatically (without
notice or action of any kind by the Collateral Agent) upon an Event of Default for which
acceleration of the Notes is automatic under the Indenture or upon the sale or other disposition of
or foreclosure upon the Collateral pursuant to the Security Documents, and applicable law
(including the transfer or other disposition of the Collateral by any Assignor to the Collateral
Agent or its nominee in lieu of foreclosure).
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2.3. Supplemental to Security Agreement. Pursuant to the Security Agreement, each
Assignor has granted to the Collateral Agent, for the benefit of the Secured Parties, a continuing
security interest in and lien on such Assignor’s right, title and interest to the Collateral
(including the Pledged Trademarks). The Security Agreement, and all rights and interests of the
Collateral Agent in and to the Collateral (including the Pledged Trademarks) thereunder, are hereby
ratified and confirmed in all respects. In no event shall this Trademark Agreement, the grant,
assignment, transfer and conveyance of
the Pledged Trademarks hereunder, or the recordation of this Trademark Agreement (or any
document hereunder) with the PTO or any other relevant authority, adversely affect or impair, in
any way or to any extent, the Security Agreement, the security interest of the Collateral Agent in
the Collateral (including the Pledged Trademarks) pursuant to the Security Agreement and this
Trademark Agreement, the attachment and perfection of such security interest under the Uniform
Commercial Code of the State of New York or any other relevant jurisdiction (including the security
interest in the Pledged Trademarks), or any present or future rights and interests of the
Collateral Agent in and to the Collateral (including the Pledged Trademarks) under or in connection
with the Security Agreement, this Trademark Agreement or the Uniform Commercial Code of the State
of New York or any other relevant jurisdiction or otherwise. Any and all rights and interests of
the Collateral Agent in and to the Pledged Trademarks (and any and all obligations of each Assignor
with respect to the Pledged Trademarks) provided herein, or arising hereunder or in connection
herewith, shall only supplement and be cumulative and in addition to the rights and interests of
the Collateral Agent or any of the other Secured Parties (and the obligations of each Assignor) in,
to or with respect to the Collateral (including the Pledged Trademarks) provided in or arising
under or in connection with the Security Agreement or otherwise and shall not be in derogation
thereof.
3. REPRESENTATIONS, WARRANTIES AND COVENANTS.
Each Assignor represents, warrants and covenants to the Secured Parties that: (i)
Schedule A sets forth a true and complete list of all material Trademarks and all Trademark
Registrations now owned, licensed, controlled or used by any Assignor; (ii) the Trademarks and
Trademark Registrations are subsisting and have not been adjudged invalid or unenforceable, in
whole or in part, and there is no litigation or proceeding pending concerning the validity or
enforceability of the Trademarks or Trademark Registrations that could be reasonably expected to,
either in any case or in the aggregate, have a Materially Adverse Effect; (iii) to the best of each
Assignor’s knowledge, each of the Trademarks and Trademark Registrations is valid and enforceable;
(iv) to the best of each Assignor’s knowledge, there is no infringement by others of the
Trademarks, Trademark Registrations or Trademark Rights that could be reasonably expected to,
either in any case or in the aggregate, have a Materially Adverse Effect; (v) except as set forth
on Schedule B attached hereto, no claim has been made that the use of any of the Trademarks
does or may violate the rights of any third Person, and to the best of each Assignor’s knowledge,
there is no infringement by any Assignor of the trademark rights of others; (vi) the Assignors are
the sole and exclusive owners of the entire and unencumbered right, title and interest in and to
each of the Trademarks (other than ownership and other rights reserved by third party owners with
respect to Trademarks that any Assignor is licensed to use), free and clear of any Liens, including
pledges, assignments, licenses, registered user agreements and covenants by any Assignor not to xxx
third Persons, other than (a) the security interest and assignment created by the Security
Agreement, this Trademark Agreement and any Trademark License Rights, and (b) other Permitted Liens
(subject, as to priority, only to Permitted Prior Liens); (vii) each Assignor has the unqualified
right to enter into this Trademark Agreement and to perform its terms and has entered and will
enter into written agreements with each of its present and future employees, agents, consultants,
licensors and licensees that will enable them to comply with the covenants herein contained; (viii)
each Assignor has used, and will continue to use, proper statutory and other appropriate
proprietary notices in connection with its use of the Trademarks; (ix) each Assignor has used, and
will continue to use for the duration of this Trademark Agreement, consistent standards of quality
in its manufacture and provision of products and services sold or provided under the Trademarks;
(x) this Trademark Agreement, together with the Security Agreement, will create in favor of the
Collateral Agent for the benefit of the Secured Parties a valid and perfected first priority
security interest (subject, as to priority, only to Permitted Prior Liens) in the Pledged
Trademarks (other than foreign Trademarks) upon making the filings referred to in clause (xi) of
this §3; and (xi) except for the filing of financing statements with the jurisdictions and filing
offices set forth on Schedule C attached hereto under the Uniform Commercial Code and the
recording of this Trademark Agreement with the
PTO, no authorization, approval or other action by, and no notice to or filing with, any
governmental or regulatory authority, agency or office is required either (A) for the grant by each
Assignor or the effectiveness of the security interest and assignment granted hereby or for the
execution, delivery and performance of this Trademark Agreement by each Assignor, or (B) for the
perfection of or the exercise by the Collateral Agent of any of its rights and remedies hereunder,
provided that the representation, warranty and covenant in this clause (xi) shall not apply
to foreign Trademarks.
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4. INSPECTION RIGHTS.
Each Assignor hereby grants to the Collateral Agent and its employees and agents the right to
visit such Assignor’s Stores and other facilities that prepare, manufacture, inspect or store
products sold under any of the Trademarks, and to inspect the products and quality control records
relating thereto on reasonable advance notice to such Assignor and at reasonable times during
regular business hours.
5. NO TRANSFER OR INCONSISTENT AGREEMENTS.
Without the Collateral Agent’s prior written consent, no Assignor will enter into any
agreement (for example, a license agreement) that is inconsistent with any Assignor’s obligations
under this Trademark Agreement or the Security Agreement. Notwithstanding anything herein to the
contrary, however, each Assignor shall have the right to enter into licenses of the Pledged
Trademarks in the ordinary course of business in connection with franchise agreements permitted
under §28 of the Security Agreement and upon prior written notice to the Collateral Agent.
6. AFTER-ACQUIRED TRADEMARKS, ETC.
6.1. After-acquired Trademarks. If, before the Obligations shall have been finally
paid and satisfied in full, any Assignor shall obtain any right, title or interest in or to any
other or new Trademarks, Trademark Registrations or Trademark Rights, the provisions of this
Trademark Agreement shall automatically apply thereto and the Assignors shall provide to the
Collateral Agent notice thereof in writing not later than one month after the last day of each
fiscal quarter of the Issuer and execute and deliver to the Collateral Agent such documents or
instruments as the Collateral Agent may reasonably request further to implement, preserve or
evidence the Collateral Agent’s interest therein. In addition, on the Collateral Agent’s
reasonable written request (not to exceed four times per calendar year so long as no Event of
Default is continuing), the Assignors shall promptly provide the Collateral Agent with a revised
version of Schedule A hereto showing any additions or revisions to the Trademarks and
Trademark Registrations then owned by any Assignor.
6.2. Amendment to Schedule. Each Assignor authorizes the Collateral Agent to modify
this Trademark Agreement and the Assignment of Marks, without the necessity of any Assignor’s
further approval or signature, by amending Schedule A hereto and the Annex to the
Assignment of Marks to include any future or other Trademarks, Trademark Registrations or Trademark
Rights under §2 or this §6.
7. TRADEMARK PROSECUTION.
7.1. Assignors Responsible. Each Assignor shall assume full and complete
responsibility for the prosecution, defense, enforcement or any other necessary or desirable
actions in connection with the Pledged Trademarks, and shall hold each of the Collateral Agent and
the Secured Parties harmless from any and all costs, damages, liabilities and expenses that may be
incurred by the Collateral Agent or any other Secured Parties in connection with the Collateral
Agent’s interest in the Pledged Trademarks or any other action or failure to act in connection with
this Trademark Agreement or
the transactions contemplated hereby. In respect of such responsibility and in the event that
trademark counsel is required, the Assignors shall retain trademark counsel reasonably acceptable
to the Collateral Agent.
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7.2. Assignors’ Duties, etc. Each Assignor shall have the right and the duty, subject
to the last sentence of §7.1, to prosecute diligently any trademark registration applications of
the Trademarks pending as of the date of this Trademark Agreement or thereafter, to preserve and
maintain all rights in the Trademarks and Trademark Registrations, including the filing of
appropriate renewal applications and other instruments to maintain in effect the Trademarks and
Trademark Registrations and the payment when due of all registration renewal fees and other fees,
taxes and other expenses that shall be incurred or that shall accrue with respect to any of the
Trademarks or Trademark Registrations; provided that no Assignor shall have the duty to
take any action with respect to any Trademark which has a minimal value or is otherwise no longer
useful in the business of the Issuer and its Subsidiaries. Any expenses incurred in connection
with such applications and actions shall be borne jointly and severally by the Assignors. No
Assignor shall abandon any filed trademark registration application, or any Trademark Registration
or Trademark (other than any Trademark which has a minimal value or is otherwise no longer useful
in the business of the Issuer and its Subsidiaries), without the consent of the Collateral Agent,
which consent shall not be unreasonably withheld.
7.3. Assignors’ Enforcement Rights. Each Assignor shall have the right and the duty,
subject to the last sentence of §7.1, to bring suit or other action in such Assignor’s own name to
maintain and enforce the Trademarks, the Trademark Registrations and the Trademark Rights;
provided that no Assignor shall have the duty to take any action with respect to any
Trademark which has a minimal value or is otherwise no longer useful in the business of the Issuer
and its Subsidiaries. Such Assignor may require the Collateral Agent to join in such suit or
action as necessary to assure such Assignor’s ability to bring and maintain any such suit or action
in any proper forum if (but only if) the Collateral Agent is completely satisfied that such joinder
will not subject the Collateral Agent or any Holder to any risk of liability. Each Assignor shall
promptly, upon demand, reimburse and indemnify the Collateral Agent for all damages, costs and
expenses, including legal fees, incurred by the Collateral Agent pursuant to this §7.3.
7.4. Protection of Trademarks, etc. In general, each Assignor shall take any and all
such actions (including institution and maintenance of suits, proceedings or actions) as may be
necessary or appropriate to properly maintain, protect, preserve, care for and enforce the Pledged
Trademarks; provided that no Assignor shall have the duty to take any action with respect
to any Trademark which has a minimal value or is otherwise no longer useful in the business of the
Issuer and its Subsidiaries. No Assignor shall take or fail to take any action, nor permit any
action to be taken or not taken by others under its control, that would adversely affect the
validity, grant or enforcement of the Pledged Trademarks; provided that no Assignor shall
have the duty to take any action with respect to any Trademark which has a minimal value or is
otherwise no longer useful in the business of the Issuer and its Subsidiaries.
7.5. Notification by Assignors. Promptly upon obtaining knowledge thereof, the
Assignors will notify the Collateral Agent in writing of the institution of, or any final adverse
determination in, any proceeding in the PTO or any similar office or agency of the United States or
any foreign country, or any court, regarding the validity of any of the Trademarks, Trademark
Registrations or Trademark Rights or any Assignor’s rights, title or interests in and to the
Pledged Trademarks, and of any event that does or reasonably could materially adversely affect the
value of any of the Pledged Trademarks, the ability of any Assignor or the Collateral Agent to
dispose of any of the Pledged Trademarks or the rights and remedies of the Collateral Agent in
relation thereto (including but not limited to the levy of any legal process against any of the
Pledged Trademarks).
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8. REMEDIES.
Upon the occurrence and during the continuance of an Event of Default, subject to the
Intercreditor Agreement, the Collateral Agent shall have, in addition to all other rights and
remedies given it by this Trademark Agreement, the Security Agreement or otherwise, those rights
and remedies allowed by law and the rights and remedies of a secured party under the Uniform
Commercial Code as enacted in the State of New York or any other relevant jurisdiction, and,
without limiting the generality of the foregoing, the Collateral Agent may immediately, without
demand of performance and without other notice (except as set forth next below) or demand
whatsoever to any Assignor, all of which are hereby expressly waived, sell or license at public or
private sale or otherwise realize upon the whole or from time to time any part of the Pledged
Trademarks, or any interest that any Assignor may have therein, and after deducting from the
proceeds of sale or other disposition of the Pledged Trademarks all expenses incurred by the
Collateral Agent in attempting to enforce this Trademark Agreement (including all reasonable
expenses for broker’s fees and legal services), shall transfer the residue of such proceeds to the
Trustee, which shall apply the residue of such proceeds toward the payment of the Obligations in
accordance with the terms of the Indenture and the Intercreditor Agreement. Notice of any sale,
license or other disposition of the Pledged Trademarks shall be given to the Assignors at least six
(6) Business Days before the time that any intended public sale or other public disposition of the
Pledged Trademarks is to be made or after which any private sale or other private disposition of
the Pledged Trademarks may be made, which each Assignor hereby agrees shall be reasonable notice of
such public or private sale or other disposition. At any such sale or other disposition, the
Collateral Agent may, to the extent permitted under applicable law, purchase or license the whole
or any part of the Pledged Trademarks or interests therein sold, licensed or otherwise disposed of,
subject to the terms of the Intercreditor Agreement.
9. COLLATERAL PROTECTION.
If any Assignor shall fail to do any act that it has covenanted to do hereunder, or if any
representation or warranty of any Assignor shall be breached, the Collateral Agent, in its own name
or that of any Assignor (in the sole discretion of the Collateral Agent), may (but shall not be
obligated to) do such act or remedy such breach (or cause such act to be done or such breach to be
remedied), and the Assignors agree jointly and severally promptly to reimburse the Collateral Agent
for any cost or expense incurred by the Collateral Agent in so doing.
10. POWER OF ATTORNEY.
If any Event of Default shall have occurred and be continuing, each Assignor does hereby make,
constitute and appoint the Collateral Agent (and any officer or agent of the Collateral Agent as
the Collateral Agent may select in its exclusive discretion) as such Assignor’s true and lawful
attorney-in-fact, with full power of substitution and with the power to endorse such Assignor’s
name on all applications, documents, papers and instruments necessary for the Collateral Agent to
use the Pledged Trademarks, or to grant or issue any exclusive or nonexclusive license of any of
the Pledged Trademarks to any third Person, or to take any and all actions necessary for the
Collateral Agent to assign, pledge, convey or otherwise transfer title in or dispose of any of the
Pledged Trademarks or any interest of such Assignor therein to any third Person, and, in general,
to execute and deliver any instruments or documents and do all other acts that such Assignor is
obligated to execute and do hereunder, in each case such actions taken by the Collateral Agent to
be subject to the Intercreditor Agreement. Such Assignor hereby ratifies all that such attorney
shall lawfully do or cause to be done by virtue hereof and releases each of the Collateral Agent
and the Secured Parties from any claims, liabilities, causes of action or demands arising out of or
in connection with any action taken or omitted to be taken by the Collateral Agent under this power
of attorney (except for the Collateral Agent’s gross negligence or willful misconduct). This
power of attorney is coupled with an interest and shall be irrevocable for the duration of
this Trademark Agreement.
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11. FURTHER ASSURANCES.
11.1. General. Each Assignor shall, at any time and from time to time, and at its
expense, make, execute, acknowledge and deliver, and file and record as necessary or appropriate
with governmental or regulatory authorities, agencies or offices, such agreements, assignments,
documents and instruments, and do such other and further acts and things (including, without
limitation, obtaining consents of third parties), as the Collateral Agent may reasonably request or
as may be necessary or appropriate in order to implement and effect fully the intentions, purposes
and provisions of this Trademark Agreement, or to assure and confirm to the Collateral Agent the
grant, perfection and priority of the Collateral Agent’s security interest in the Pledged
Trademarks as a first priority perfected security interest (subject, as to priority, only to
Permitted Prior Liens). Each Assignor hereby irrevocably authorizes the Collateral Agent at any
time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction
and any trademark office (including, without limitation, the PTO) any initial financing statements
and any other like documents noticing a security interest, and amendments thereto, that (a)
indicate the collateral as the Pledged Trademarks or as being of an equal or lesser scope or with
greater detail, and (b) provide any other information required by any trademark office or part 5 of
Article 9 of the Uniform Commercial Code of the State of New York or such other jurisdiction for
the sufficiency or filing office acceptance of any financing statement, any other like documents
noticing a security interest, or amendment, including whether such Assignor is an organization, the
type of organization and any organizational identification number issued to such Assignor. Each
Assignor agrees to furnish any such information to the Collateral Agent promptly upon request.
Each Assignor also ratifies its authorization for the Collateral Agent to have filed in any Uniform
Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed
prior to the date hereof.
11.2. Duties of the Assignors. Without limiting the provisions of §11.1 above, each
Assignor hereby covenants and agrees that such Assignor shall maintain the security interest
created by this Trademark Agreement as a perfected security interest having priority over all other
Liens other than Permitted Prior Liens and, in furtherance of, but without limiting, the foregoing,
except as otherwise expressly permitted by this Trademark Agreement, shall (i) no later than the
later of the date hereof and within one (1) Business Day of the date on which any Pledged
Trademarks that would not be covered by previously filed Uniform Commercial Code financing
statements is acquired, file, or cause to be filed, Uniform Commercial Code financing statements
(or amendments to existing Uniform Commercial Code financing statements) (or such other statements
as may be required under applicable law) in such manner and in such places as may be required under
applicable law to fully preserve, maintain, and protect the security interest of the Collateral
Agent and the priority thereof in the Pledged Trademarks granted hereunder, including the filing of
Uniform Commercial Code financing statements in the jurisdiction of organization of such Assignor,
naming such Assignor as the debtor, naming the Collateral Agent as the secured party and describing
the collateral as the Pledged Trademarks and (ii) to the extent that the security interest granted
hereunder with respect to the applicable assets remains in effect at such time, file Uniform
Commercial Code continuation statements (or such other statements as may be required under
applicable law to continue the priority of the security interests described in clause (i)) in the
jurisdiction of organization of such Assignor and in any other location as necessary or appropriate
under applicable law to continue such security interest and the priority thereof, no earlier than
six (6) months and no later than thirty (30) days prior to the date on which the financing
statements described in clause (i) would otherwise lapse or become ineffective under applicable
law. Each Assignor agrees to deliver to each of the Trustee and the Collateral Agent copies of all
Uniform Commercial Code financing statements
(including continuation statements) and other statements filed pursuant to this §11.2 within
ten (10) days after the filing thereof.
9
12. RELEASE OF SECURITY INTEREST; TERMINATION.
At such time as all of the Obligations have been finally paid and satisfied in full, this
Trademark Agreement shall terminate and, subject to Article 10 of the Indenture (including Section
10.06 thereof) and the Intercreditor Agreement, the Liens granted hereunder shall be released and
the Collateral Agent shall, subject to the satisfaction of the conditions described in Article 10
of the Indenture (including Section 10.06 thereof), following the written request and at the
expense of the Assignors (the Assignors being jointly and severally liable for such expense),
without any recourse or representation, warranty or liability of any kind, execute and deliver to
the Assignors such deeds, assignments and other instruments, prepared by the applicable Assignors
and delivered to the Collateral Agent for its execution, as may be necessary or proper to release
the Liens granted hereunder and to reassign and reconvey to and re-vest in the Assignors the entire
right, title and interest to the Pledged Trademarks previously granted, assigned, transferred and
conveyed to the Collateral Agent by the Assignors pursuant to this Trademark Agreement, as fully as
if this Trademark Agreement had not been made, subject to any disposition of all or any part
thereof that may have been made pursuant to or in accordance with any Note Document or the
Intercreditor Agreement.
13. COURSE OF DEALING.
No course of dealing between any Assignor and the Collateral Agent, nor any failure to
exercise, nor any delay in exercising, on the part of the Collateral Agent, any right, power or
privilege hereunder or under the Security Agreement or any other agreement shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder
or thereunder preclude any other or further exercise thereof or the exercise of any other right,
power or privilege.
14. EXPENSES.
Any and all fees, costs and expenses, of whatever kind or nature, including the reasonable
attorneys’ fees and expenses incurred by the Collateral Agent in connection with the preparation of
this Trademark Agreement and all other documents relating hereto, the consummation of the
transactions contemplated hereby or the enforcement hereof, the filing or recording of any
documents (including all taxes in connection therewith) in public offices, the payment or discharge
of any taxes, counsel fees, maintenance or renewal fees, encumbrances, or otherwise protecting,
maintaining or preserving the Pledged Trademarks, or in defending or prosecuting any actions or
proceedings arising out of or related to the Pledged Trademarks, shall be borne and paid by the
Assignors, such liability to be borne jointly and severally.
15. OVERDUE AMOUNTS.
Until paid, all amounts due and payable by the Assignors hereunder shall be a debt secured by
the Pledged Trademarks and the other Collateral and shall bear, whether before or after judgment,
interest set forth in the Indenture at the rate of interest for payment on the Notes during the
continuation of an Event of Default.
10
16. NO ASSUMPTION OF LIABILITY; INDEMNIFICATION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NEITHER THE COLLATERAL AGENT NOR
ANY OTHER SECURED PARTY ASSUMES
ANY LIABILITIES OF ANY ASSIGNOR WITH RESPECT TO ANY CLAIM OR CLAIMS REGARDING SUCH ASSIGNOR’S
OWNERSHIP OR PURPORTED OWNERSHIP OF, OR RIGHTS OR PURPORTED RIGHTS ARISING FROM, ANY OF THE PLEDGED
TRADEMARKS OR ANY USE, LICENSE OR SUBLICENSE THEREOF, WHETHER ARISING OUT OF ANY PAST, CURRENT OR
FUTURE EVENT, CIRCUMSTANCE, ACT OR OMISSION OR OTHERWISE. ALL OF SUCH LIABILITIES SHALL BE
EXCLUSIVELY THE RESPONSIBILITY OF SUCH ASSIGNOR, AND THE ASSIGNORS SHALL INDEMNIFY THE COLLATERAL
AGENT AND THE OTHER SECURED PARTIES FOR ANY AND ALL COSTS, EXPENSES, DAMAGES AND CLAIMS, INCLUDING
LEGAL FEES, INCURRED BY COLLATERAL AGENT OR ANY OTHER SECURED PARTY WITH RESPECT TO SUCH
LIABILITIES, SUCH LIABILITY TO INDEMNIFY TO BE BORNE JOINTLY AND SEVERALLY BY THE ASSIGNORS.
17. NOTICES.
All notices, requests and demands hereunder shall be in writing and (a) made to (i) the
Collateral Agent at Xxxxx Fargo Bank, National Association, Corporate Trust Services, 000 Xxxxxxxx
Xxxxxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, Attn: Xxxxx Xxxx, and (ii) each
Assignor care of the address for notices for the Issuer under the Indenture, or to such other
address as either party may designate by written notice to the other in accordance with this
provision, and (b) deemed to have been given or made: if delivered in person, immediately upon
delivery; if by telex, telegram or facsimile transmission, immediately upon sending and upon
confirmation of receipt; if by nationally recognized overnight courier service with instructions to
deliver the next business day, one (1) business day after sending; and if by registered or
certified mail, return receipt requested, five (5) days after mailing.
18. [RESERVED].
19. INTERCREDITOR AGREEMENT.
The provisions of this Trademark Agreement are subject in all respects to the provisions of
the Intercreditor Agreement and, in the event of any discrepancy or inconsistency between this
Trademark Agreement and the Intercreditor Agreement, the terms of the Intercreditor Agreement shall
control.
20. COLLATERAL AGENT’S EXONERATION.
Under no circumstances shall the Collateral Agent be deemed to assume any responsibility for
or obligation or duty with respect to any part or all of the Collateral of any nature or kind or
any matter or proceedings arising out of or relating thereto, other than after an Event of Default
shall have occurred and be continuing to act in a commercially reasonable manner with respect to
the Collateral. Neither the Collateral Agent nor any other Secured Party shall be required to take
any action of any kind to collect, preserve or protect its or any Assignor’s rights in the
Collateral or against other parties thereto. The Collateral Agent’s prior recourse to any part or
all of the Collateral shall not constitute a condition of any demand, suit or proceeding for
payment or collection of any of the Obligations. In acting as Collateral Agent, the Collateral
Agent may rely upon and enforce each and all of the rights, powers, protections, immunities,
indemnities and benefits of the Trustee under Article 7 of the Indenture, mutatis mutandis, as if
the Collateral Agent was the “Trustee,” each reference therein to the Indenture was a reference to
this Agreement and the other Security Documents and each reference therein to the “Company” or any
“Guarantor” was a reference to the Assignors. Each Assignor hereby acknowledges and affirms that
the rights and remedies of the Collateral Agent with respect to the security interest in the
Pledged Trademarks made and granted hereby, including with respect to limitation of liability and
indemnification, are more
fully set forth in Article 10 of the Indenture, the terms and provisions of which are
incorporated by reference herein.
11
21. AMENDMENT AND WAIVER.
Neither this Trademark Agreement nor any provision hereof shall be amended, modified, waived
or discharged orally or by course of conduct. Subject to the last sentence of this §21, the
Collateral Agent shall not, by any act, delay, omission or otherwise be deemed to have expressly or
impliedly waived any of its rights, powers and/or remedies unless such waiver shall be in writing
and signed by an authorized officer of the Collateral Agent. Any such waiver shall be enforceable
only to the extent specifically set forth therein. A waiver by the Collateral Agent of any right,
power and/or remedy on any one occasion shall not be construed as a bar to or waiver of any such
right, power and/or remedy which the Collateral Agent would otherwise have on any future occasion,
whether similar in kind or otherwise. No amendment or modification to, or any waiver of, any
provision of this Trademark Agreement shall be effective unless such amendment, modification or
waiver is permitted under and effected in accordance with Article 9 of the Indenture.
22. GOVERNING LAW; CONSENT TO JURISDICTION.
THIS TRADEMARK AGREEMENT IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT AND SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each Assignor
agrees that any suit for the enforcement of this Trademark Agreement may be brought in the courts
of the State of New York sitting in New York County or in the United States District Court of the
Southern District of New York, or any appellate court from any thereof, and consents to the
non-exclusive jurisdiction of such courts and to service of process in any such suit being made
upon the Assignors by mail at the address specified in §17. Each Assignor hereby waives any
objection that it may now or hereafter have to the venue of any such suit or any such court or that
such suit is brought in an inconvenient court.
23. WAIVER OF JURY TRIAL.
EACH ASSIGNOR WAIVES ITS RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING
OUT OF ANY DISPUTE IN CONNECTION WITH THIS TRADEMARK AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER
OR THE PERFORMANCE OF ANY SUCH RIGHTS OR OBLIGATIONS. Except as prohibited by law, each Assignor
waives any right which it may have to claim or recover in any litigation referred to in the
preceding sentence any special, exemplary, punitive or consequential damages or any damages other
than, or in addition to, actual damages. The Assignors (i) certify that neither the Collateral
Agent nor any other Secured Party nor any representative, agent or attorney of the Collateral Agent
or any other Secured Party has represented, expressly or otherwise, that the Collateral Agent or
any other Secured Party would not, in the event of litigation, seek to enforce the foregoing
waivers and (ii) acknowledge that, in entering into the Indenture and the other Note Documents to
which the Collateral Agent or any other Secured Party is a party, the Collateral Agent and the
other Secured Parties are relying upon, among other things, the waivers and certifications
contained in this §23.
12
24. MISCELLANEOUS.
The headings of each section of this Trademark Agreement are for convenience only and shall
not define or limit the provisions thereof. This Trademark Agreement and all rights and
obligations hereunder shall be binding upon each Assignor and its respective successors and
assigns, and shall inure to the benefit of the Collateral Agent, the Secured Parties and their
respective successors and assigns;
provided that neither this Trademark Agreement nor any rights or obligations hereunder
may be assigned by any Assignor, without the prior written consent of the Collateral Agent acting
at the direction of the Holders of at least a majority in aggregate principal amount of the Notes
then outstanding, and any purported assignment in breach of this proviso shall be of no force and
effect. This Trademark Agreement may be executed in one or more duplicate counterparts and when
signed by all of the parties listed below shall constitute a single binding agreement. In the
event of any irreconcilable conflict between the provisions of this Trademark Agreement and the
Security Agreement, the provisions of the Security Agreement shall control. If any term of this
Trademark Agreement shall be held to be invalid, illegal or unenforceable, the validity of all
other terms hereof shall in no way be affected thereby, and this Trademark Agreement shall be
construed and be enforceable as if such invalid, illegal or unenforceable term had not been
included herein. Each Assignor acknowledges receipt of a copy of this Trademark Agreement.
[Signature Pages to Follow]
13
IN WITNESS WHEREOF, each Assignor has duly executed and delivered this Trademark Collateral
Security and Pledge Agreement as of the day and year first above written.
| ASSIGNORS: | ||||||||
| REAL MEX RESTAURANTS, INC. | ||||||||
| ACAPULCO RESTAURANTS, INC. | ||||||||
| EL TORITO FRANCHISING COMPANY | ||||||||
| EL TORITO RESTAURANTS, INC. | ||||||||
| TARV, INC. | ||||||||
| ACAPULCO RESTAURANT OF VENTURA, INC. | ||||||||
| ACAPULCO RESTAURANT OF WESTWOOD, INC. | ||||||||
| ACAPULCO XXXX CORP. | ||||||||
| XXXXXX PACIFIC | ||||||||
| REAL MEX FOODS, INC. | ||||||||
| ALA DESIGN, INC. | ||||||||
| ACAPULCO RESTAURANT OF XXXXXX, INC. | ||||||||
| ACAPULCO RESTAURANT OF XXXXXX VALLEY, INC. | ||||||||
| EL PASO CANTINA, INC. | ||||||||
| CKR ACQUISITION CORP. | ||||||||
| CHEVYS RESTAURANTS, LLC | ||||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
| RM RESTAURANT HOLDING CORP. | ||||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
Trademark Assignment Agreement
| Accepted: | ||||||
| XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent |
||||||
By: |
||||||
| Name: | ||||||
| Title: | ||||||
Trademark Assignment Agreement
2
CERTIFICATE OF ACKNOWLEDGMENT
STATE OF CALIFORNIA
|
) | |||||||
| ) | ss. | |||||||
COUNTY OF
|
) |
Before me, the undersigned, a Notary Public in and for the county aforesaid, on this day
of July, 2009, personally appeared to me known personally,
and who, being by me duly sworn, deposes and says that he is the
of REAL MEX RESTAURANTS, INC., ACAPULCO RESTAURANTS, INC., EL
TORITO FRANCHISING COMPANY, EL TORITO RESTAURANTS, INC., TARV, INC., ACAPULCO RESTAURANT OF
VENTURA, INC., ACAPULCO RESTAURANT OF WESTWOOD, INC., ACAPULCO XXXX CORP., XXXXXX PACIFIC, REAL MEX
FOODS, INC., ALA DESIGN, INC., ACAPULCO RESTAURANT OF XXXXXX, INC., ACAPULCO RESTAURANT OF XXXXXX
VALLEY, INC., EL PASO CANTINA, INC., CKR ACQUISITION CORP., and CHEVYS RESTAURANTS, LLC, and that
said instrument was signed and sealed on behalf of said entities by authority of their respective
Boards of Directors, and said acknowledged said instrument to be
the free act and deed of said entities.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
| Notary Public | ||||
| My commission expires: |
Trademark Assignment Agreement
CERTIFICATE OF ACKNOWLEDGMENT OF PARENT
STATE OF CALIFORNIA
|
) | |||||
| ) ss. | ||||||
COUNTY OF
|
) |
Before me, the undersigned, a Notary Public in and for the county aforesaid, on this day
of July, 2009, personally appeared to me known personally,
and who, being by me duly sworn, deposes and says that he is the
of RM RESTAURANT HOLDING CORP., and that said instrument was
signed and sealed on behalf of said corporation by authority of its Board of Directors, and said
acknowledged said instrument to be the free act and deed of said
corporation.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
| Notary Public | ||||
| My commission expires: |
Trademark Assignment Agreement
CERTIFICATE OF ACKNOWLEDGMENT OF COLLATERAL AGENT
STATE OF CALIFORNIA
|
) | |||
| ) ss. | ||||
COUNTY OF
|
) |
Before me, the undersigned, a Notary Public in and for the county aforesaid, on this day
of July, 2009, personally appeared to me known personally,
and who, being by me duly sworn, deposes and says that he is the of
XXXXX FARGO BANK, NATIONAL ASSOCIATION, and that said instrument was signed and sealed on behalf of
said institution by authority of its governing body, and said
acknowledged said instrument to be the free act and deed of said corporation.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
| Notary Public | ||||
| My commission expires: |
Trademark Assignment Agreement
SCHEDULE A
U.S. TRADEMARKS AND TRADEMARK REGISTRATIONS
U.S. TRADEMARKS AND TRADEMARK REGISTRATIONS
| U.S. | ||||||
| Application | ||||||
| No./Reg. | U.S. Filing | |||||
| Owner of Trademark | Trademark | Number | Date/Reg. Date | |||
Acapulco Restaurants, Inc. |
ACAPULCO MEXICAN RESTAURANT (and Design) | 2,868,568 | 8/03/2004 | |||
Acapulco Restaurants, Inc. |
SI WE CAN! | 2,393,744 | 10/10/2000 | |||
Acapulco Restaurants, Inc. |
SEA OF XXXXXX | 2,389,527 | 9/26/2000 | |||
Acapulco Restaurants, Inc. |
XXXXXXXXX MONDAYS | 2,098,690 | 9/23/97 | |||
Acapulco Restaurants, Inc. |
ACAPULCO MEXICAN RESTAURANT Y CANTINA (and Design) | 2,115,063 | 11/25/97 | |||
Acapulco Restaurants, Inc. |
BURRITOS BY THE FOOT! (and Design) | 1,854,764 | 9/20/94 | |||
Acapulco Restaurants, Inc. |
XXXXXXXXX CLASSICA | 1,809,471 | 12/07/93 | |||
Acapulco Restaurants, Inc. |
LA VILLA TAXCO | 1,561,620 | 10/17/89 | |||
Acapulco Restaurants, Inc. |
ACAPULCO | 1,411,761 | 9/30/86 | |||
Acapulco Restaurants, Inc. |
LOS XXXXX | 1,128,429 | 12/25/79 | |||
Acapulco Restaurants, Inc. |
SAN FRANCISCO SPECIAL | 1,150,058 | 3/31/81 | |||
Acapulco Restaurants, Inc. |
Mucho Macho Platters | 77/427,275 | 03/03/08 | |||
Chevys Restaurants, LLC |
FRESH MEX TEQUINI | 2,409,955 | 12/05/2000 | |||
Chevys Restaurants, LLC |
CHEVYS EXPRESS MEX (and Design) | 2,579,149 | 6/11/2002 | |||
Chevys Restaurants, LLC |
CHEVYS FRESH MEX | 2,251,029 | 6/08/99 | |||
Chevys Restaurants, LLC |
CHEVYS EXPRESS MEX | 2,375,705 | 8/08/2000 | |||
Chevys Restaurants, LLC |
CHEVYS FRESH MEX | 2,066,652 | 6/03/97 | |||
Chevys Restaurants, LLC |
EL MACHINO | 1,951,323 | 1/23/96 | |||
Chevys Restaurants, LLC |
FRESH MEX | 1,750,598 | 2/02/93 | |||
Chevys Restaurants, LLC |
CHEVYS MEXICAN RESTAURANT | 1,624,237 | 11/20/90 | |||
Chevys Restaurants, LLC |
FRESH MEX | 1,613,407 | 9/11/90 | |||
Chevys Restaurants, LLC |
FAMOUS FOR FAJITAS AND FIESTAS | 1,446,992 | 7/07/87 | |||
Chevys Restaurants, LLC |
Chevys Fresh Mex | 3170878 | 11/14/06 | |||
El Torito Restaurants, Inc. |
TAQUERIA FRESCA | 2,982,978 | 8/09/2005 | |||
El Torito Restaurants, Inc. |
EL TORITO. REAL MEXICAN | 3,033,368 | 12/27/2005 | |||
El Torito Restaurants, Inc. |
(Design only) (Bull) | 2,800,792 | 12/30/2003 | |||
El Torito Restaurants, Inc. |
XXXXXXXXX SUPREMA | 2,726,055 | 6/10/2003 |
Schedule A-1
| U.S. | ||||||
| Application | ||||||
| No./Reg. | U.S. Filing | |||||
| Owner of Trademark | Trademark | Number | Date/Reg. Date | |||
El Torito Restaurants, Inc. |
LAVA COLADA | 2,714,824 | 5/13/2003 | |||
El Torito Restaurants, Inc. |
EL TORITO (Stylized) | 2,410,258 | 12/05/2000 | |||
El Torito Restaurants, Inc. |
(Design only) (Bull) | 2,410,253 | 12/05/2000 | |||
El Torito Restaurants, Inc. |
EL TORITO EST. 1954 (and Design) | 2,410,249 | 12/05/2000 | |||
El Torito Restaurants, Inc. |
EL TORITO | 2,410,247 | 12/05/2000 | |||
El Torito Restaurants, Inc. |
EL TORITO EST. 1954 (and Design) | 2,418,861 | 1/09/2001 | |||
El Torito Restaurants, Inc. |
(Design only) | 2,336,340 | 3/28/2000 | |||
El Torito Restaurants, Inc. |
WHO-SONG & LARRY’S | 2,288,003 | 10/19/99 | |||
El Torito Restaurants, Inc. |
EL TORITO GRILL | 2,187,960 | 9/08/98 | |||
El Torito Restaurants, Inc. |
EL TORITO | 2,187,953 | 9/08/98 | |||
El Torito Restaurants, Inc. |
EL TORITO (Stylized) | 2,319,745 | 2/15/2000 | |||
El Torito Restaurants, Inc. |
EL TORITO | 2,319,732 | 2/15/2000 | |||
El Torito Restaurants, Inc. |
TAQUERIA FRESCA | 2,170,610 | 6/30/98 | |||
El Torito Restaurants, Inc. |
EL TORITO | 1,961,662 | 3/12/96 | |||
El Torito Restaurants, Inc. |
FAJITAS CHIQUITAS | 1,763,092 | 4/06/93 | |||
El Torito Restaurants, Inc. |
CASA GALLARDO | 1,710,269 | 8/25/92 | |||
El Torito Restaurants, Inc. |
TACO MANIA | 1,655,092 | 8/27/91 | |||
El Torito Restaurants, Inc. |
FIESTA ZONE | 1,660,229 | 10/08/91 | |||
El Torito Restaurants, Inc. |
TEQUILA WILLIE’S | 1,650,442 | 7/09/91 | |||
El Torito Restaurants, Inc. |
PRONTO COMBO | 1,637,727 | 3/12/91 | |||
El Torito Restaurants, Inc. |
THE ORIGINAL EL TORITO RESTAURANT EST. 1954 (and Design) | 1,653,964 | 8/13/91 | |||
El Torito Restaurants, Inc. |
SALSA QUEMADA | 1,582,816 | 2/13/90 | |||
El Torito Restaurants, Inc. |
CASA GALLARDO MEXICAN RESTAURANT (and Design) | 1,215,404 | 11/02/82 | |||
El Torito Restaurants, Inc. |
GUADALAHARRY’S | 1,195,937 | 5/18/82 | |||
El Torito Restaurants, Inc. |
CASA GALLARDO | 1,222,950 | 1/04/83 | |||
El Torito Restaurants, Inc. |
EL TORITO (Stylized) | 939,089 | 7/25/72 | |||
El Torito Restaurants, Inc. |
Big Party Little Bull | 3186212 | 12/19/06 | |||
El Torito Restaurants, Inc. |
Sinigual | 3,613,500 | 04/28/09 | |||
El Torito Restaurants, Inc. |
Tacorito Tuesday | 3541658 | 12/02/08 | |||
Real Mex Foods, Inc. |
REAL MEX FOODS | 3,009,695 | 10/25/05 | |||
Real Mex Foods, Inc. |
Real Mex Restaurants | 3,166,954 | 10/31/06 | |||
Real Mex Foods, Inc. |
Real Mex Restaurants & Design | 3,200,865 | 01/23/07 |
Schedule A-2
State Trademarks and Trademark Registrations
| State | ||||||||||
| Application | ||||||||||
| No./Reg. | State Filing | |||||||||
| Owner of Trademark | State | Trademark | Number | Date/Reg. Date | ||||||
Acapulco Restaurants, Inc. |
MA | ACAPULCO’S (and Design) | 62,257 | 11/26/2002 | ||||||
Acapulco Restaurants, Inc. |
CA | XXXXXXXXX MONDAYS (and Design) | 45,606 | 2/16/96 | ||||||
Acapulco Restaurants, Inc. |
CA | BURRITOS BY THE FOOT (and Design) | 43,899 | 9/21/94 | ||||||
Acapulco Restaurants Inc. |
CA | SI, WE CAN! | 42,713 | 11/19/93 | ||||||
El Torito Restaurants, Inc. |
CA | LAS BRISAS (and Design) | 58,588 | 12/29/2003 | ||||||
El Torito Restaurants, Inc. |
CA | LAS BRISAS | 58,587 | 12/29/2003 | ||||||
El Torito Restaurants, Inc. |
CA | ULTIMA XXXXXXXXX | 107,401 | 7/10/2001 | ||||||
El Torito Restaurants, Inc. |
OR | WHO-SONG & LARRY’S (and Design) | S34,860 | 2/06/2001 | ||||||
El Torito Restaurants, Inc. |
WA | WHO-SONG & LARRY’S | 15,451 | 12/06/84 | ||||||
El Torito Restaurants, Inc. |
MO | CASA GALLARDO | 12,928 | 8/22/94 | ||||||
El Torito Restaurants, Inc. |
AZ | El Torito | 23055 | 11/20/84 | ||||||
Schedule A-3
FOREIGN TRADEMARKS
| Foreign | Foreign | |||||||
| Registration | Registration | |||||||
| Owner of Trademark | Country | Trademark | Number | Date | ||||
Chevys Restaurants, LLC |
European Community | CHEVYS | 196,626 | 11/18/98 | ||||
Chevys Restaurants, LLC |
European Community | FRESH MEX | 196,584 | 5/08/2000 | ||||
Chevys Restaurants, LLC1 |
Canada | CHEVYS MEXICAN RESTAURANT (and Design) | 46241 | 8/30/96 | ||||
El Torito Restaurants, Inc. |
France | EL TORITO | 00/3,062,507 | 10/10/2001 | ||||
El Torito Restaurants, Inc. |
France | EL TORITO | 1,568,149 | 10/06/99 | ||||
El Torito Restaurants, Inc. |
Benelux | EL TORITO | 470,765 | 10/19/99 | ||||
El Torito Restaurants, Inc. |
Austria | EL TORITO | 196,375 | 5/23/2001 | ||||
El Torito Restaurants, Inc. |
Germany | EL TORITO | 30,064,208 | 6/12/2001 | ||||
El Torito Restaurants, Inc. |
Germany | EL TORITO | 2,105,830 | 7/07/99 | ||||
El Torito Restaurants, Inc. |
Italy | EL TORITO | 970.136 | 6/23/2005 | ||||
El Torito Restaurants, Inc. |
Sweden | EL TORITO | 346,673 | 6/01/2001 | ||||
El Torito Restaurants, Inc. |
Bahrain | EL TORITO | 2655 | 3/09/98 | ||||
El Torito Restaurants, Inc. |
Bulgaria | EL TORITO | 40894 | 12/04/2001 | ||||
El Torito Restaurants, Inc. |
Denmark | EL TORITO | VR200005615 | 12/05/2000 | ||||
El Torito Restaurants, Inc. |
Egypt | EL TORITO | 113265 | 12/28/2003 | ||||
El Torito Restaurants, Inc. |
Finland | EL TORITO | 219810 | 12/15/2000 | ||||
El Torito Restaurants, Inc. |
Greece | EL TORITO | 76646 | 10/17/2002 | ||||
El Torito Restaurants, Inc. |
Ireland | EL TORITO | 218876 | 4/01/96 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO | 49234 | 6/01/99 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO | 49233 | 6/01/99 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO | 61151 | 9/02/2002 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO | 49231 | 6/01/99 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO | 49230 | 6/01/99 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO | 49232 | 6/01/99 | ||||
El Torito Restaurants, Inc. |
Korea, Republic of | EL TORITO | 75942 | 5/20/2002 | ||||
El Torito Restaurants, Inc. |
Lebanon | EL TORITO | 76100 | 6/15/98 | ||||
El Torito Restaurants, Inc. |
Paraguay | EL TORITO | 251820 | 11/15/2002 |
Schedule A-4
| Foreign | Foreign | |||||||
| Registration | Registration | |||||||
| Owner of Trademark | Country | Trademark | Number | Date | ||||
El Torito Restaurants, Inc. |
Syria | EL TORITO | 66157 | 11/12/98 | ||||
El Torito Restaurants, Inc. |
Turkey | EL TORITO | 185981 | 00/00/00 | ||||
Xx Xxxxxx Xxxxxxxxxxx, Xxx. |
Xxxxxx Xxxx Xxxxxxxx | EL TORITO | 19010 | 12/26/98 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO EXPRESS | 61518 | 9/15/2002 | ||||
El Torito Restaurants, Inc. |
Turkey | EL TORITO EXPRESS | 182699 | 3/13/97 | ||||
El Torito Restaurants, Inc. |
Bahrain | EL TORITO EXPRESS GRILL | 2657 | 3/09/98 | ||||
El Torito Restaurants, Inc. |
Egypt | EL TORITO EXPRESS GRILL | 113267 | 12/28/2003 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO EXPRESS GRILL | 49563 | 6/29/99 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO EXPRESS GRILL | 49560 | 6/29/99 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO EXPRESS GRILL | 49561 | 6/29/99 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO EXPRESS GRILL | 49562 | 6/29/99 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO EXPRESS GRILL | 49564 | 6/29/99 | ||||
El Torito Restaurants, Inc. |
Lebanon | EL TORITO EXPRESS GRILL | 76102 | 6/15/98 | ||||
El Torito Restaurants, Inc. |
Turkey | EL TORITO EXPRESS GRILL | 193467 | 3/10/98 | ||||
El Torito Restaurants, Inc. |
Bahrain | EL TORITO GRILL | 2656 | 3/09/98 | ||||
El Torito Restaurants, Inc. |
Egypt | EL TORITO GRILL | 113266 | 12/28/2003 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO GRILL | 49567 | 6/29/99 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO GRILL | 49568 | 6/29/99 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO GRILL | 49569 | 6/29/99 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO GRILL | 49566 | 6/29/99 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO GRILL | 61519 | 9/15/2002 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO GRILL | 49565 | 6/29/99 | ||||
El Torito Restaurants, Inc. |
Lebanon | EL TORITO GRILL | 76101 | 6/15/98 | ||||
El Torito Restaurants, Inc. |
Syria | EL TORITO GRILL | 66185 | 11/14/98 |
Schedule A-5
| Foreign | Foreign | |||||||
| Registration | Registration | |||||||
| Owner of Trademark | Country | Trademark | Number | Date | ||||
El Torito Restaurants, Inc. |
United Arab Emirates | EL TORITO GRILL | 19009 | 12/26/98 | ||||
El Torito Restaurants, Inc. |
Turkey | EL TORITO G-R-I-L-L (and Design) | 183005 | 3/13/97 | ||||
El Torito Restaurants, Inc. |
Malaysia | EL TORITO | 1003188 | 3/13/01 | ||||
El Torito Restaurants, Inc. |
Ireland | El Torito | T/01/13679B | 08/29/05 | ||||
El Torito Restaurants, Inc. |
European Community | The Original El Torito Restaurant Est. 1954 & Design | 000184234 | 4/18/01 | ||||
El Torito Restaurants, Inc. |
Costa Rica | The Original El Torito Restaurant Est 1954 & Design (design/trade name) | 82814 | 06/02/93 | ||||
El Torito Restaurants, Inc. |
Colombia | El Torito & Design (IC 29) Opposition | Pending | |||||
El Torito Restaurants, Inc. |
Colombia | El Torito & Design (Stylized) | Pending |
Schedule A-6
SCHEDULE B
Trademark Violations
None
Schedule B-1
SCHEDULE C
Uniform Commercial Code Filing Offices
| Jurisdictions/Filing Offices | Assignor | |
Secretary of State of California:
|
TARV, Inc. | |
| Acapulco Restaurant of Westwood, Inc. | ||
| Acapulco Restaurant of Xxxxxx, Inc. | ||
| Xxxxxx Pacific | ||
| ALA Design, Inc. | ||
| Real Mex Foods, Inc. | ||
| Acapulco Restaurant of Xxxxxx Valley, Inc. | ||
| El Paso Cantina, Inc. | ||
| Acapulco Restaurant of Ventura, Inc. | ||
Secretary of State of Delaware:
|
Real Mex Restaurants, Inc. | |
| Acapulco Restaurants, Inc. | ||
| El Torito Franchising Company | ||
| El Torito Restaurants, Inc. | ||
| Acapulco Xxxx Corp. | ||
| CKR Acquisition Corp. | ||
| Chevys Restaurants, LLC | ||
| RM Restaurant Holding Corp. |
Schedule C-1
EXHIBIT 1
ASSIGNMENT OF TRADEMARKS AND SERVICE MARKS
WHEREAS,
a [corporation] organized and
existing under the laws of the State of [Delaware][California], having a place of business at 0000
Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxx 00000 (the “Assignor”), has adopted and used
and is using the trademarks and service marks (the “Marks”) identified on the Annex
hereto, and is the owner of the registrations of and pending registration applications for such
Marks in the United States Patent and Trademark Office and certain other jurisdictions identified
on such Annex; and
WHEREAS, [ ], having
a place of business at
[ ] (the “Assignee”), is desirous of acquiring the
Marks and the registrations thereof and registration applications therefor;
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged,
the Assignor does hereby assign, sell and transfer unto the Assignee all right, title and interest
in and to the Marks, together with (i) the registrations of and registration applications for the
Marks, (ii) the goodwill of the business symbolized by and associated with the Marks and the
registrations thereof, and (iii) the right to xxx and recover for, and the right to profits or
damages due or accrued arising out of or in connection with, any and all past, present or future
infringements or dilution of or damage or injury to the Marks or the registrations thereof or such
associated goodwill.
This Assignment of Trademarks and Service Marks is intended to and shall take effect as a
sealed instrument at such time as the Assignee shall complete this instrument by inserting its name
in the second paragraph above and signing its acceptance of this Assignment of Trademarks and
Service Marks below.
Exhibit 1-1
IN WITNESS WHEREOF, the Assignor, by its duly authorized officer, has executed this Assignment
of Trademarks and Service Marks, as an instrument under seal, on this day of
, 20 .
| ASSIGNOR: | ||||||||
| REAL MEX RESTAURANTS, INC. | ||||||||
| ACAPULCO RESTAURANTS, INC. | ||||||||
| EL TORITO FRANCHISING COMPANY | ||||||||
| EL TORITO RESTAURANTS, INC. | ||||||||
| TARV, INC. | ||||||||
| ACAPULCO RESTAURANT OF VENTURA, INC. | ||||||||
| ACAPULCO RESTAURANT OF WESTWOOD, INC. | ||||||||
| ACAPULCO XXXX CORP. | ||||||||
| XXXXXX PACIFIC | ||||||||
| REAL MEX FOODS, INC. | ||||||||
| ALA DESIGN, INC. | ||||||||
| ACAPULCO RESTAURANT OF XXXXXX, INC. | ||||||||
| ACAPULCO RESTAURANT OF XXXXXX VALLEY, INC. | ||||||||
| EL PASO CANTINA, INC. | ||||||||
| CKR ACQUISITION CORP. | ||||||||
| CHEVYS RESTAURANTS, LLC | ||||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
| RM RESTAURANT HOLDING CORP. | ||||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
Exhibit 1-2
The foregoing assignment of the Marks and the registrations thereof and registration
applications therefor by the Assignor to the Assignee is hereby accepted as of the day of
, 20 .
| XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent |
||||||
By: |
||||||
| Name: | ||||||
| Title: | ||||||
Exhibit 1-3
CERTIFICATE OF ACKNOWLEDGMENT
COMMONWEALTH OR STATE OF
|
) | |||||
| ) ss. | ||||||
COUNTY OF
|
) |
Before me, the undersigned, a Notary Public in and for the county aforesaid, on this
day of , 20 , personally appeared
to me known personally, and who, being by me duly sworn,
deposes and says that he is the
of
REAL MEX RESTAURANTS, INC., ACAPULCO RESTAURANTS, INC., EL TORITO FRANCHISING COMPANY, EL TORITO
RESTAURANTS, INC., TARV, INC., ACAPULCO RESTAURANT OF VENTURA, INC., ACAPULCO RESTAURANT OF
WESTWOOD, INC., ACAPULCO XXXX CORP., XXXXXX PACIFIC, REAL MEX FOODS, INC., ALA DESIGN, INC.,
ACAPULCO RESTAURANT OF XXXXXX, INC., ACAPULCO RESTAURANT OF XXXXXX VALLEY, INC., EL PASO CANTINA,
INC., CKR ACQUISITION CORP., and CHEVYS RESTAURANTS, LLC, and that said instrument was signed and
sealed on behalf of said entities by authority of their respective Boards of Directors, and said
acknowledged said instrument to be the free act and deed of said
entities.
I certify under PENALTY OF PERJURY under the laws of the [Commonwealth][State] of
that the foregoing paragraph is true and correct.
| Notary Public | ||||
| My commission expires: |
Exhibit 1-4
CERTIFICATE OF ACKNOWLEDGMENT OF PARENT
COMMONWEALTH OR STATE OF
|
) | |||||
| ) ss. | ||||||
COUNTY OF
|
) |
Before me, the undersigned, a Notary Public in and for the county aforesaid, on this
day of
,
20_____, personally appeared to me known personally, and who, being by me duly sworn, deposes and says that he is the of RM RESTAURANT HOLDING CORP., and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors, and said acknowledged said instrument to be the free act and deed of said corporation.
20_____, personally appeared to me known personally, and who, being by me duly sworn, deposes and says that he is the of RM RESTAURANT HOLDING CORP., and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors, and said acknowledged said instrument to be the free act and deed of said corporation.
I certify under PENALTY OF PERJURY under the laws of the [Commonwealth][State] of
that the foregoing paragraph is true and correct.
| Notary Public | ||||
| My commission expires: |
Exhibit 1-5
ANNEX
U.S. TRADEMARKS AND TRADEMARK REGISTRATIONS
| U.S. | ||||||
| Application | ||||||
| No./Reg. | U.S. Filing | |||||
| Owner of Trademark | Trademark | Number | Date/Reg. Date | |||
Acapulco Restaurants, Inc. |
ACAPULCO MEXICAN RESTAURANT (and Design) | 2,868,568 | 8/03/2004 | |||
Acapulco Restaurants, Inc. |
SI WE CAN! | 2,393,744 | 10/10/2000 | |||
Acapulco Restaurants, Inc. |
SEA OF XXXXXX | 2,389,527 | 9/26/2000 | |||
Acapulco Restaurants, Inc. |
XXXXXXXXX MONDAYS | 2,098,690 | 9/23/97 | |||
Acapulco Restaurants, Inc. |
ACAPULCO MEXICAN RESTAURANT Y CANTINA (and Design) | 2,115,063 | 11/25/97 | |||
Acapulco Restaurants, Inc. |
BURRITOS BY THE FOOT! (and Design) | 1,854,764 | 9/20/94 | |||
Acapulco Restaurants, Inc. |
XXXXXXXXX CLASSICA | 1,809,471 | 12/07/93 | |||
Acapulco Restaurants, Inc. |
LA VILLA TAXCO | 1,561,620 | 10/17/89 | |||
Acapulco Restaurants, Inc. |
ACAPULCO | 1,411,761 | 9/30/86 | |||
Acapulco Restaurants, Inc. |
LOS XXXXX | 1,128,429 | 12/25/79 | |||
Acapulco Restaurants, Inc. |
SAN FRANCISCO SPECIAL | 1,150,058 | 3/31/81 | |||
Acapulco Restaurants, Inc. |
Mucho Macho Platters | 77/427,275 | 03/03/08 | |||
Chevys Restaurants, LLC |
FRESH MEX TEQUINI | 2,409,955 | 12/05/2000 | |||
Chevys Restaurants, LLC |
CHEVYS EXPRESS MEX (and Design) | 2,579,149 | 6/11/2002 | |||
Chevys Restaurants, LLC |
CHEVYS FRESH MEX | 2,251,029 | 6/08/99 | |||
Chevys Restaurants, LLC |
CHEVYS EXPRESS MEX | 2,375,705 | 8/08/2000 | |||
Chevys Restaurants, LLC |
CHEVYS FRESH MEX | 2,066,652 | 6/03/97 | |||
Chevys Restaurants, LLC |
EL MACHINO | 1,951,323 | 1/23/96 | |||
Chevys Restaurants, LLC |
FRESH MEX | 1,750,598 | 2/02/93 | |||
Chevys Restaurants, LLC |
CHEVYS MEXICAN RESTAURANT | 1,624,237 | 11/20/90 | |||
Chevys Restaurants, LLC |
FRESH MEX | 1,613,407 | 9/11/90 | |||
Chevys Restaurants, LLC |
FAMOUS FOR FAJITAS AND FIESTAS | 1,446,992 | 7/07/87 | |||
Chevys Restaurants, LLC |
Chevys Fresh Mex | 3170878 | 11/14/06 | |||
El Torito Restaurants, Inc. |
TAQUERIA FRESCA | 2,982,978 | 8/09/2005 | |||
El Torito Restaurants, Inc. |
EL TORITO. REAL MEXICAN | 3,033,368 | 12/27/2005 | |||
El Torito Restaurants, Inc. |
(Design only) (Bull) | 2,800,792 | 12/30/2003 | |||
El Torito Restaurants, Inc. |
XXXXXXXXX SUPREMA | 2,726,055 | 6/10/2003 |
Annex - 1
| U.S. | ||||||
| Application | ||||||
| No./Reg. | U.S. Filing | |||||
| Owner of Trademark | Trademark | Number | Date/Reg. Date | |||
El Torito Restaurants, Inc. |
LAVA COLADA | 2,714,824 | 5/13/2003 | |||
El Torito Restaurants, Inc. |
EL TORITO (Stylized) | 2,410,258 | 12/05/2000 | |||
El Torito Restaurants, Inc. |
(Design only) (Bull) | 2,410,253 | 12/05/2000 | |||
El Torito Restaurants, Inc. |
EL TORITO EST. 1954 (and Design) | 2,410,249 | 12/05/2000 | |||
El Torito Restaurants, Inc. |
EL TORITO | 2,410,247 | 12/05/2000 | |||
El Torito Restaurants, Inc. |
EL TORITO EST. 1954 (and Design) | 2,418,861 | 1/09/2001 | |||
El Torito Restaurants, Inc. |
(Design only) | 2,336,340 | 3/28/2000 | |||
El Torito Restaurants, Inc. |
WHO-SONG & LARRY’S | 2,288,003 | 10/19/99 | |||
El Torito Restaurants, Inc. |
EL TORITO GRILL | 2,187,960 | 9/08/98 | |||
El Torito Restaurants, Inc. |
EL TORITO | 2,187,953 | 9/08/98 | |||
El Torito Restaurants, Inc. |
EL TORITO (Stylized) | 2,319,745 | 2/15/2000 | |||
El Torito Restaurants, Inc. |
EL TORITO | 2,319,732 | 2/15/2000 | |||
El Torito Restaurants, Inc. |
TAQUERIA FRESCA | 2,170,610 | 6/30/98 | |||
El Torito Restaurants, Inc. |
EL TORITO | 1,961,662 | 3/12/96 | |||
El Torito Restaurants, Inc. |
FAJITAS CHIQUITAS | 1,763,092 | 4/06/93 | |||
El Torito Restaurants, Inc. |
CASA GALLARDO | 1,710,269 | 8/25/92 | |||
El Torito Restaurants, Inc. |
TACO MANIA | 1,655,092 | 8/27/91 | |||
El Torito Restaurants, Inc. |
FIESTA ZONE | 1,660,229 | 10/08/91 | |||
El Torito Restaurants, Inc. |
TEQUILA WILLIE’S | 1,650,442 | 7/09/91 | |||
El Torito Restaurants, Inc. |
PRONTO COMBO | 1,637,727 | 3/12/91 | |||
El Torito Restaurants, Inc. |
THE ORIGINAL EL TORITO RESTAURANT EST. 1954 (and Design) | 1,653,964 | 8/13/91 | |||
El Torito Restaurants, Inc. |
SALSA QUEMADA | 1,582,816 | 2/13/90 | |||
El Torito Restaurants, Inc. |
CASA GALLARDO MEXICAN RESTAURANT (and Design) | 1,215,404 | 11/02/82 | |||
El Torito Restaurants, Inc. |
GUADALAHARRY’S | 1,195,937 | 5/18/82 | |||
El Torito Restaurants, Inc. |
CASA GALLARDO | 1,222,950 | 1/04/83 | |||
El Torito Restaurants, Inc. |
EL TORITO (Stylized) | 939,089 | 7/25/72 | |||
El Torito Restaurants, Inc. |
Big Party Little Bull | 3186212 | 12/19/06 | |||
El Torito Restaurants, Inc. |
Sinigual | 3,613,500 | 04/28/09 | |||
El Torito Restaurants, Inc. |
Tacorito Tuesday | 3541658 | 12/02/08 | |||
Real Mex Foods, Inc. |
REAL MEX FOODS | 3,009,695 | 10/25/05 | |||
Real Mex Foods, Inc. |
Real Mex Restaurants | 3,166,954 | 10/31/06 | |||
Real Mex Foods, Inc. |
Real Mex Restaurants & Design | 3,200,865 | 01/23/07 |
Annex - 2
State Trademarks and Trademark Registrations
| State | ||||||||
| Application | ||||||||
| No./Reg. | State Filing | |||||||
| Owner of Trademark | State | Trademark | Number | Date/Reg. Date | ||||
Acapulco Restaurants, Inc. |
MA | ACAPULCO’S (and Design) | 62,257 | 11/26/2002 | ||||
Acapulco Restaurants, Inc. |
CA | XXXXXXXXX MONDAYS (and Design) | 45,606 | 2/16/96 | ||||
Acapulco Restaurants, Inc. |
CA | BURRITOS BY THE FOOT (and Design) | 43,899 | 9/21/94 | ||||
Acapulco Restaurants Inc. |
CA | SI, WE CAN! | 42,713 | 11/19/93 | ||||
El Torito Restaurants, Inc. |
CA | LAS BRISAS (and Design) | 58,588 | 12/29/2003 | ||||
El Torito Restaurants, Inc. |
CA | LAS BRISAS | 58,587 | 12/29/2003 | ||||
El Torito Restaurants, Inc. |
CA | ULTIMA XXXXXXXXX | 107,401 | 7/10/2001 | ||||
El Torito Restaurants, Inc. |
OR | WHO-SONG & LARRY’S (and Design) | S34,860 | 2/06/2001 | ||||
El Torito Restaurants, Inc. |
WA | WHO-SONG & LARRY’S | 15,451 | 12/06/84 | ||||
El Torito Restaurants, Inc. |
MO | CASA GALLARDO | 12,928 | 8/22/94 | ||||
El Torito Restaurants, Inc. |
AZ | El Torito | 23055 | 11/20/84 |
Annex - 3
FOREIGN TRADEMARKS
| Foreign | Foreign | |||||||
| Registration | Registration | |||||||
| Owner of Trademark | Country | Trademark | Number | Date | ||||
Chevys Restaurants, LLC |
European Community | CHEVYS | 196,626 | 11/18/98 | ||||
Chevys Restaurants, LLC |
European Community | FRESH MEX | 196,584 | 5/08/2000 | ||||
Chevys Restaurants, LLC1 |
Canada | CHEVYS MEXICAN RESTAURANT (and Design) | 46241 | 8/30/96 | ||||
El Torito Restaurants, Inc. |
France | EL TORITO | 00/3,062,507 | 10/10/2001 | ||||
El Torito Restaurants, Inc. |
France | EL TORITO | 1,568,149 | 10/06/99 | ||||
El Torito Restaurants, Inc. |
Benelux | EL TORITO | 470,765 | 10/19/99 | ||||
El Torito Restaurants, Inc. |
Austria | EL TORITO | 196,375 | 5/23/2001 | ||||
El Torito Restaurants, Inc. |
Germany | EL TORITO | 30,064,208 | 6/12/2001 | ||||
El Torito Restaurants, Inc. |
Germany | EL TORITO | 2,105,830 | 7/07/99 | ||||
El Torito Restaurants, Inc. |
Italy | EL TORITO | 970.136 | 6/23/2005 | ||||
El Torito Restaurants, Inc. |
Sweden | EL TORITO | 346,673 | 6/01/2001 | ||||
El Torito Restaurants, Inc. |
Bahrain | EL TORITO | 2655 | 3/09/98 | ||||
El Torito Restaurants, Inc. |
Bulgaria | EL TORITO | 40894 | 12/04/2001 | ||||
El Torito Restaurants, Inc. |
Denmark | EL TORITO | VR200005615 | 12/05/2000 | ||||
El Torito Restaurants, Inc. |
Egypt | EL TORITO | 113265 | 12/28/2003 | ||||
El Torito Restaurants, Inc. |
Finland | EL TORITO | 219810 | 12/15/2000 | ||||
El Torito Restaurants, Inc. |
Greece | EL TORITO | 76646 | 10/17/2002 | ||||
El Torito Restaurants, Inc. |
Ireland | EL TORITO | 218876 | 4/01/96 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO | 49234 | 6/01/99 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO | 49233 | 6/01/99 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO | 61151 | 9/02/2002 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO | 49231 | 6/01/99 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO | 49230 | 6/01/99 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO | 49232 | 6/01/99 | ||||
El Torito Restaurants, Inc. |
Korea, Republic of | EL TORITO | 75942 | 5/20/2002 | ||||
El Torito Restaurants, Inc. |
Lebanon | EL TORITO | 76100 | 6/15/98 | ||||
El Torito Restaurants, Inc. |
Paraguay | EL TORITO | 251820 | 11/15/2002 | ||||
El Torito Restaurants, Inc. |
Syria | EL TORITO | 66157 | 11/12/98 | ||||
El Torito Restaurants, Inc. |
Turkey | EL TORITO | 185981 | 00/00/00 | ||||
Xx Xxxxxx Xxxxxxxxxxx, Xxx. |
Xxxxxx Xxxx Xxxxxxxx | EL TORITO | 19010 | 12/26/98 |
Annex - 4
| Foreign | Foreign | |||||||
| Registration | Registration | |||||||
| Owner of Trademark | Country | Trademark | Number | Date | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO EXPRESS | 61518 | 9/15/2002 | ||||
El Torito Restaurants, Inc. |
Turkey | EL TORITO EXPRESS | 182699 | 3/13/97 | ||||
El Torito Restaurants, Inc. |
Bahrain | EL TORITO EXPRESS GRILL | 2657 | 3/09/98 | ||||
El Torito Restaurants, Inc. |
Egypt | EL TORITO EXPRESS GRILL | 113267 | 12/28/2003 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO EXPRESS GRILL | 49563 | 6/29/99 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO EXPRESS GRILL | 49560 | 6/29/99 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO EXPRESS GRILL | 49561 | 6/29/99 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO EXPRESS GRILL | 49562 | 6/29/99 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO EXPRESS GRILL | 49564 | 6/29/99 | ||||
El Torito Restaurants, Inc. |
Lebanon | EL TORITO EXPRESS GRILL | 76102 | 6/15/98 | ||||
El Torito Restaurants, Inc. |
Turkey | EL TORITO EXPRESS GRILL | 193467 | 3/10/98 | ||||
El Torito Restaurants, Inc. |
Bahrain | EL TORITO GRILL | 2656 | 3/09/98 | ||||
El Torito Restaurants, Inc. |
Egypt | EL TORITO GRILL | 113266 | 12/28/2003 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO GRILL | 49567 | 6/29/99 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO GRILL | 49568 | 6/29/99 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO GRILL | 49569 | 6/29/99 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO GRILL | 49566 | 6/29/99 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO GRILL | 61519 | 9/15/2002 | ||||
El Torito Restaurants, Inc. |
Jordan | EL TORITO GRILL | 49565 | 6/29/99 |
Annex - 5
| Foreign | Foreign | |||||||
| Registration | Registration | |||||||
| Owner of Trademark | Country | Trademark | Number | Date | ||||
El Torito Restaurants, Inc. |
Lebanon | EL TORITO GRILL | 76101 | 6/15/98 | ||||
El Torito Restaurants, Inc. |
Syria | EL TORITO GRILL | 66185 | 00/00/00 | ||||
Xx Xxxxxx Xxxxxxxxxxx, Xxx. |
Xxxxxx Xxxx Xxxxxxxx | EL TORITO GRILL | 19009 | 12/26/98 | ||||
El Torito Restaurants, Inc. |
Turkey | EL TORITO G-R-I-L-L (and Design) | 183005 | 3/13/97 | ||||
El Torito Restaurants, Inc. |
Malaysia | EL TORITO | 1003188 | 3/13/01 | ||||
El Torito Restaurants, Inc. |
Ireland | El Torito | T/01/13679B | 08/29/05 | ||||
El Torito Restaurants, Inc. |
European Community | The Original El Torito Restaurant Est. 1954 & Design | 000184234 | 4/18/01 | ||||
El Torito Restaurants, Inc. |
Costa Rica | The Original El Torito Restaurant Est 1954 & Design (design/trade name) | 82814 | 06/02/93 | ||||
El Torito Restaurants, Inc. |
Colombia | El Torito & Design (IC 29) Opposition | Pending | |||||
El Torito Restaurants, Inc. |
Colombia | El Torito & Design (Stylized) | Pending |
Annex - 6
