REGISTRATION RIGHTS AGREEMENT Dated as of March 31, 2004 by and among Real Mex Restaurants, Inc. Acapulco Restaurants, Inc. El Torito Restaurants, Inc. El Torito Franchising Company Acapulco Restaurant of Ventura, Inc. Acapulco Restaurant of Westwood,...Registration Rights Agreement • June 9th, 2004 • Murray Pacific • Retail-eating places • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of March 31, 2004, 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, 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 Restaurants of Encinitas, Inc., 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, and Acapulco Mark Corp., a California corporation, (each a "Guarantor", and, collectively, the "Guarantors")
INTERCREDITOR AGREEMENTIntercreditor Agreement • June 9th, 2004 • Murray Pacific • Retail-eating places • New York
This Intercreditor Agreement, dated as of March 31, 2004 (as the same may be amended, modified or supplemented from time to time, this "Agreement"), is by and among: (i) WELLS FARGO BANK, N.A., as Trustee under the Indenture (as defined below) for the benefit of the holders from time to time of the Note Obligations (in such capacity, including any successor thereto in such capacity, the "Trustee"), (ii) WELLS FARGO BANK, N.A., as Collateral Agent under the Indenture for the benefit of the holders from time to time of the Note Obligations (in such capacity, including any successor thereto in such capacity, the "Collateral Agent") and (iii) FLEET NATIONAL BANK, as Administrative Agent (in such capacity, including any successor thereto in such capacity, the "Administrative Agent") under the Credit Agreement (as defined below) for the benefit of the holders from time to time of the Priority Lien Obligations.
SHAREHOLDERS VOTING AGREEMENTShareholders Voting Agreement • June 9th, 2004 • Murray Pacific • Retail-eating places • Delaware
Shareholders Voting Agreement, dated as of July 13, 1998 (the "Agreement"), by and among (1) Furman Selz Investors II L.P., a Delaware limited partnership, and the other individuals or entities listed on Exhibit A hereto (individually, a "Shareholder" and collectively, the "Shareholders") and (2) Harold O. Rosser II and Stephen C. Sherrill (individually, a "Proxyholder" and collectively, the "Proxyholders").
AMENDED AND RESTATED SECURITIES HOLDERS AGREEMENT Dated as of June 28, 2000 among ACAPULCO ACQUISITION CORP. BRUCKMANN, ROSSER, SHERRILL & CO., L.P. FURMAN SELZ INVESTORS II, L.P. and OTHER INVESTORSSecurities Holders Agreement • June 9th, 2004 • Murray Pacific • Retail-eating places • Delaware
AMENDED AND RESTATED SECURITIES HOLDERS AGREEMENT, dated as of June 28, 2000 (the "Agreement"), by and among (1) ACAPULCO ACQUISITION CORP., a Delaware corporation ("Acquisition Corp."), (2) BRUCKMANN, ROSSER, SHERRILL & CO., L.P., a Delaware limited partnership ("BRS"), BRUCKMANN, ROSSER, SHERRILL & CO. II L.P. ("BRS II") and the individuals listed on Exhibit A-1 as the BRS Co-Investors (the "BRS Co-Investors" and, together with BRS and BRS II, the "BRS Entities"), (3) FURMAN SELZ INVESTORS II, L.P., a Delaware limited partnership ("FSI"), and the entities and individuals listed on Exhibit A-1 as the FSI Co-Investors (the "FSI Co-Investors" and, together with FSI, the "FSI Entities"), (4) BANCBOSTON INVESTMENTS INC., a Massachusetts corporation ("BancBoston"), (5) CANTERBURY MEZZANINE CAPITAL, L.P., a Delaware limited partnership ("Canterbury Mezzanine"), CANTERBURY DETROIT PARTNERS, L.P., a Delaware limited partnership ("Canterbury Detroit") and CANTERBURY MEZZANINE CAPITAL II, L.P.,
AMENDMENT NO. 1 TO AMENDED AND RESTATED SECURITIES HOLDERS AGREEMENTSecurities Holders Agreement • June 9th, 2004 • Murray Pacific • Retail-eating places • Delaware
AMENDMENT NO. 1 (the "Amendment"), to the Amended and Restated Securities Holders Agreement, dated as of June 28, 2000, by and among Acapulco Acquisition Corp. ("Acquisition Corp."), Bruckmann, Rosser, Sherrill & Co., L.P., Furman Selz Investors II, L.P. and the other investors party thereto (the "Securities Holders Agreement"), is made as of this 28 day of November, 2001.
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • June 9th, 2004 • Murray Pacific • Retail-eating places • New York
THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT, made this 28th day of June, 2000, by and among Bruckmann, Rosser, Sherrill & Co., Inc., a Delaware corporation ("BRS"), FS Private Investments, L.L.C., a Delaware limited liability company ("FSI" and, together with BRS, the "Service Providers" and each individually, "Service Provider"), Acapulco Acquisition Corp., a Delaware corporation ("Holdings"), Acapulco Restaurants Inc., a Delaware corporation and wholly-owned subsidiary of Holdings ("Acapulco"), El Torito Restaurants, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings ("El Torito") and El Torito Franchising Company, a Delaware corporation and wholly-owned subsidiary of Holdings ("Franchising" and, together with Holdings, Acapulco and El Torito, the "Company").
AMENDMENT NO. 2 TO AMENDED AND RESTATED SECURITIES HOLDERS AGREEMENTSecurities Holders Agreement • June 9th, 2004 • Murray Pacific • Retail-eating places • Delaware
AMENDMENT NO. 2 (the "Amendment"), to the Amended and Restated Securities Holders Agreement, dated as of June 28, 2000, by and among Acapulco Acquisition Corp. ("Acquisition Corp."), Bruckmann, Rosser, Sherrill & Co., L.P., Furman Selz Investors II, L.P. and the other investors party thereto, as amended (the "Securities Holders Agreement"), is made as of this 23rd day of September, 2002.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • June 9th, 2004 • Murray Pacific • Retail-eating places • Delaware
THIS AGREEMENT (this "Agreement") is made and entered into as of this 23rd day of September, 2002, by and between Acapulco Acquisition Corp., a Delaware corporation (the "Company") and Frederick Wolfe (the "Employee").
