REAL MEX RESTAURANTS, INC. AND EACH OF THE GUARANTORS PARTY HERETO 14% SENIOR SECURED NOTES DUE 2013 INDENTURE Dated as of July 7, 2009 Wells Fargo Bank, National Association TrusteeIndenture • July 8th, 2009 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • New York
INDENTURE dated as of July 7, 2009 among Real Mex Restaurants, Inc., a Delaware corporation, the Guarantors (as defined) and Wells Fargo Bank, National Association, as Trustee.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JULY 7, 2009 By and Among RM RESTAURANT HOLDING CORP., as Holdings, REAL MEX RESTAURANTS, INC., as Company, THE LENDERS PARTY HERETO FROM TIME TO TIME, as Lenders, AND CREDIT SUISSE, CAYMAN...Credit Agreement • July 8th, 2009 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is dated as of July 7, 2009 and entered into by and among RM RESTAURANT HOLDING CORP., a Delaware corporation (“Holdings”), REAL MEX RESTAURANTS, INC., a Delaware corporation (the “Company”), THE BANKS, FINANCIAL INSTITUTIONS AND OTHER ENTITIES PARTY HERETO FROM TIME TO TIME AS LENDERS and CREDIT SUISSE, CAYMAN ISLANDS BRANCH (“CS”), as administrative agent for the Lenders (and in such capacity and together with its successors, the “Administrative Agent”), and as sole bookrunner and lead arranger (in such capacity, the “Lead Arranger”).
MEMBERSHIP INTEREST PLEDGE AGREEMENTMembership Interest Pledge Agreement • July 8th, 2009 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • New York
This MEMBERSHIP INTEREST PLEDGE AGREEMENT (together with all amendments, supplements and modifications, if any, from time to time hereto, this “Agreement”), dated as of July 7, 2009, is made by CKR ACQUISITION CORP., a Delaware corporation (hereinafter, the “Pledgor”), in favor of Wells Fargo Bank, National Association, in its capacity as the collateral agent (in such capacity, together with its successors and assignees, the “Collateral Agent”) for the Secured Parties (as defined below).
TRADEMARK COLLATERAL SECURITY AND PLEDGE AGREEMENTTrademark Collateral Security and Pledge Agreement • July 8th, 2009 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • New York
This TRADEMARK COLLATERAL SECURITY AND PLEDGE AGREEMENT (together with all amendments, supplements and modifications, if any, from time to time hereto, this “Trademark Agreement”), dated as of July 7, 2009, is by the undersigned (each, an “Assignor” and, collectively, the “Assignors”) in favor of Wells Fargo Bank, National Association, in its capacity as the collateral agent (in such capacity, together with its successors and assignees, the “Collateral Agent”) for the Secured Parties (as defined below).
REGISTRATION RIGHTS AGREEMENT Dated as of July 7, 2009 by and among Real Mex Restaurants, Inc. Acapulco Restaurants, Inc. El Torito Restaurants, Inc. CKR Acquisition Corp. Chevys Restaurants, LLC El Torito Franchising Company Acapulco Restaurant of...Registration Rights Agreement • July 8th, 2009 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 7, 2009, by and among Real Mex Restaurants, Inc., a Delaware corporation (the “Company”), Acapulco Restaurants, Inc., a Delaware corporation, El Torito Restaurants, Inc., a Delaware corporation, CKR Acquisition Corp., a Delaware corporation, Chevys Restaurants, LLC, a Delaware limited liability company, El Torito Franchising Company, a Delaware corporation, Acapulco Restaurant of Ventura, Inc., a California corporation, Acapulco Restaurant of Westwood, Inc., a California corporation, Acapulco Restaurant of Downey, Inc., a California corporation, Murray Pacific, a California corporation, Acapulco Restaurant of Moreno Valley, Inc., a California corporation, El Paso Cantina, Inc., a California corporation, Real Mex Foods, Inc., a California corporation, TARV, Inc., a California corporation, ALA Design, Inc., a California corporation, Acapulco Mark Corp., a Delaware corporation, and RM Restaurant Hold
SECURITY AGREEMENTSecurity Agreement • July 8th, 2009 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • New York
This SECURITY AGREEMENT (together with all amendments, supplements and modifications, if any, from time to time hereto, this “Agreement”), dated as of July 7, 2009, is by the undersigned (each, a “Grantor” and, collectively, the “Grantors”) in favor of Wells Fargo Bank, National Association, in its capacity as the collateral agent (in such capacity, together with its successors and assignees, the “Collateral Agent”) for the Secured Parties (as defined below).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • July 8th, 2009 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • New York
This STOCK PLEDGE AGREEMENT (together with all amendments, supplements and modifications, if any, from time to time hereto, this “Agreement”) is made as of July 7, 2009, by the undersigned (each, a “Grantor” and, collectively, the “Grantors”) in favor of Wells Fargo Bank, National Association, in its capacity as the collateral agent (in such capacity, together with its successors and assignees, the “Collateral Agent”) for the Secured Parties (as defined below).
AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • July 8th, 2009 • Real Mex Restaurants, Inc. • Retail-eating & drinking places
THIS AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Agreement”) is entered into as of the 7th day of July, 2009, by and among (a) REAL MEX RESTAURANTS, INC., formerly known as Acapulco Acquisition Corp., a Delaware corporation (“Real Mex”), ACAPULCO RESTAURANTS, INC., a Delaware corporation (“ARI”), EL TORITO FRANCHISING COMPANY, a Delaware corporation (“ETFI”), EL TORITO RESTAURANTS, INC., a Delaware corporation (“ETRI”), TARV, INC., a California corporation (“TARV”), ACAPULCO RESTAURANT OF VENTURA, INC., a California corporation (“ARV”), ACAPULCO RESTAURANT OF WESTWOOD, INC., a California corporation (“ARW”), ACAPULCO MARK CORP., a Delaware corporation (“AMC”), MURRAY PACIFIC, a California corporation (“MP”), ALA DESIGN, INC., a California corporation (“ALAD”), REAL MEX FOODS, INC., formerly known as ALA Foods, Inc., a California corporation (“RMF”), ACAPULCO RESTAURANT OF DOWNEY, INC., a California corporation (“ARD”), ACAPULCO RESTAURANT OF MORENO
