SECOND AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENTIntercreditor and Collateral Agency Agreement • January 8th, 2002 • Arg Property Management Corp • Retail-eating places • New York
This SECOND AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (this "Agreement") is made as of the day of December, 2001, among (i) BNY Western Trust Company, formerly known as U.S. Trust Company, National Association, as successor to U.S. Trust Company of California, N.A. ("BNY"), as collateral agent (in such capacity, the "Collateral Agent") for the Secured Parties (as hereinafter defined), (ii) Foothill Capital Corporation (sometimes referred to herein as the "Agent"), (iii) BNY, as Trustee (in such capacity, the "Trustee") on behalf of the holders of Debentures (as defined below), and (iv) American Restaurant Group, Inc. ("ARG") and each of its subsidiaries listed on the signature pages hereto (together with ARG, collectively, the "Borrowers").
AMERICAN RESTAURANT GROUP, INC. $166,000,000 111/2% Series C Senior Secured Notes due 2006 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 8th, 2002 • Arg Property Management Corp • Retail-eating places • New York
American Restaurant Group, Inc., a Delaware corporation (the "Company"), is issuing and selling to Jefferies & Company, Inc. (the "Purchaser"), upon the terms set forth in a purchase agreement, dated as of September 28, 2001, (the "Purchase Agreement"), up to $30,000,000,000 aggregate principal amount of its 111/2% Series C Senior Secured Notes due 2006 (the "Additional Notes"). In addition, the Company is issuing up to $136,000,000 aggregate principal amount of its 111/2% Series C Senior Secured Notes due 2006 (the "Exchange Notes") in exchange for its outstanding 111/2% Series B Senior Secured Notes due 2003 pursuant to its Confidential Exchange Offer and Consent Solicitation Statement or as otherwise agreed to between the Company and a holder of such notes. As an inducement to the Purchaser to enter into the Purchase Agreement, the Company and each of the guarantors (the "Guarantors") named in the Indenture (defined below) agrees with the Purchaser, for the benefit of the holders of
AMERICAN RESTAURANT GROUP, INC., as obligor, THE GUARANTORS REFERRED TO HEREIN, as guarantors and BNY WESTERN TRUST COMPANY, as trustee SECOND SUPPLEMENTAL INDENTURE Dated as of October 31, 2001 TO INDENTURE Dated as of February 25, 1998, as amended...Second Supplemental Indenture • January 8th, 2002 • Arg Property Management Corp • Retail-eating places • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of October 31, 2001 (herein called the "Supplemental Indenture"), between AMERICAN RESTAURANT GROUP, INC., a corporation duly organized and existing under the laws of Delaware and having its principal executive office at 4410 El Camino Real, Suite 201, Los Altos, California 94022 (hereinafter referred to as the "Company"), the Guarantors named herein and BNY WESTERN TRUST COMPANY, a California state banking corporation (successor in interest to U.S. Trust Company National Association, formerly known as U.S. Trust Company of California, N.A.) (hereinafter referred to as the "Trustee"), under the Indenture dated as of February 25, 1998, between the Company, the Guarantors and the Trustee, as amended by the First Supplemental Indenture, dated as of June 26, 2000 (hereinafter referred to together as the "Original Indenture" and, collectively with this Supplemental Indenture, the "Indenture").
LOAN AGREEMENT by and among American Restaurant Group, Inc. ARG Enterprises, Inc. ARG Property Management, Inc. ARG Terra, Inc. as Borrowers, and FOOTHILL CAPITAL CORPORATION as Lender Dated as of December , 2001Loan Agreement • January 8th, 2002 • Arg Property Management Corp • Retail-eating places • California
THIS LOAN AGREEMENT (this "Agreement"), is entered into as of December 12, 2001 between, 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").
AMERICAN RESTAURANT GROUP, INC. $30,000,000 111/2% Senior Secured Notes due 2006 PURCHASE AGREEMENTPurchase Agreement • January 8th, 2002 • Arg Property Management Corp • Retail-eating places • New York
