EMPLOYMENT AGREEMENT JOSEPH N. STEINEmployment Agreement • May 14th, 2004 • El Pollo Loco, Inc. • California
EMPLOYMENT AGREEMENT (the “Agreement”) dated as of April 10, 2002 by and between EL POLLO LOCO, INC. (the Company) and JOSEPH N. STEIN (the “Executive”).
INTERCREDITOR AGREEMENT dated as of December 19, 2003 by and between THE BANK OF NEW YORK, as Note Collateral Agent and SUNTRUST BANK, as Credit Agreement AgentIntercreditor Agreement • May 14th, 2004 • El Pollo Loco, Inc. • New York
This INTERCREDITOR AGREEMENT, dated as of December 19, 2003 (as the same may be amended, modified or supplemented from time to time, this “Agreement”), is by and between: (i) THE BANK OF NEW YORK, as Collateral Agent under the Indenture (as defined below) for the benefit of the holders from time to time of the Note Obligations (in such capacity, the “Note Collateral Agent”) and (ii) SUNTRUST BANK, as Administrative Agent (in such capacity, the “Credit Agreement Agent”) under the Credit Agreement (as defined below) for the benefit of the holders from time to time of the Priority Lien Obligations. Except as otherwise expressly provided herein, capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in the Indenture.
FRANCHISE DEVELOPMENT AGREEMENT (Non-exclusive/Exclusive)Franchise Development Agreement • May 14th, 2004 • El Pollo Loco, Inc. • California
THIS FRANCHISE DEVELOPMENT AGREEMENT (“Agreement”) is made and entered into this day of , 200 , by and between EL POLLO LOCO, INC., a Delaware corporation, with its principal place of business at 3333 Michelson Drive, Suite 550, Irvine, California 92612 (referred to herein as “El Pollo Loco” or “Franchisor”) and , with its principal place of business at (“Developer”).
PARENT PLEDGE AGREEMENT (Indenture)Pledge Agreement • May 14th, 2004 • El Pollo Loco, Inc. • New York
This PARENT PLEDGE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), made this 19th day of December 2003, by EPL INTERMEDIATE, INC., a Delaware corporation (“Pledgor”), in favor of THE BANK OF NEW YORK, a New York banking corporation, as collateral agent for itself, the Trustee (as defined below) and the Holders (as defined below) (collectively, the “Secured Parties”) (the “Note Collateral Agent”).
EL POLLO LOCO FRANCHISE AGREEMENT Dated: _____________________Franchise Agreement • May 14th, 2004 • El Pollo Loco, Inc. • California
REGISTRATION RIGHTS AGREEMENT by and between EL POLLO LOCO, INC. and JEFFERIES & COMPANY, INC. Dated as of December 19, 2003Registration Rights Agreement • May 14th, 2004 • El Pollo Loco, Inc. • New York
This Agreement is made pursuant to the Purchase Agreement, dated December 16, 2003 (the “Purchase Agreement”), by and among the Company and the Initial Purchaser. In order to induce the Initial Purchaser to purchase the Series A Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchaser set forth in Section 9 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated December 19, 2003, among the Company, Intermediate and The Bank of New York, as Trustee, relating to the Series A Notes and the Series B Notes (the “Indenture”).
PARENT PLEDGE AGREEMENTPledge Agreement • May 14th, 2004 • El Pollo Loco, Inc. • New York
This PLEDGE AGREEMENT (this “Agreement”), made this 29th day of December 1999, by EPL HOLDINGS, INC., a Delaware corporation (“Holdings”), and EPL INTERMEDIATE, INC., a Delaware corporation (“Intermediate” and together with Holdings, each individually a “Pledgor” and collectively, the “Pledgors”), in favor of SUNTRUST BANK, ATLANTA (the “Agent”), as agent for itself, the Lenders (as defined below) and the Issuing Banks (as defined below).
PARENT GUARANTYParent Guaranty • May 14th, 2004 • El Pollo Loco, Inc. • New York
This PARENT GUARANTY (this “Guaranty”), made this 29th day of December, 1999, by EPL HOLDINGS, INC., a Delaware corporation (together with any other Person who hereafter may become a guarantor under this Guaranty, collectively, the “Guarantors”), in favor of SUNTRUST BANK, ATLANTA (the “Agent”), as agent for itself, the Lenders (as defined below) and the Issuing Banks (as defined below).
ContractManagement Consulting Agreement • May 14th, 2004 • El Pollo Loco, Inc. • New York
The Company desires to avail itself of the Consultant’s expertise and consequently has requested that the Consultant provide such expertise, from time to time, in rendering certain management consulting and advisory services related to the business and affairs of the Company and its subsidiaries and the review and analysis of certain financial and other transactions. The Consultant and the Company agree that it is in their respective interests to enter into this Agreement whereby, for the consideration specified herein, the Consultant shall provide such services as an independent consultant to the Company.
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • May 14th, 2004 • El Pollo Loco, Inc. • Delaware
WHEREAS, the Company, acting through its Board of Directors (the “Board”) has granted to the Optionee, effective as of the date of this Agreement, an option to purchase shares of common stock, $.10 par value per share, of the Company (the “Common Stock”) on the terms and subject to the conditions set forth in this Agreement;
EMPLOYMENT AGREEMENT STEPHEN E. CARLEYEmployment Agreement • May 14th, 2004 • El Pollo Loco, Inc. • New York
EMPLOYMENT AGREEMENT (the “Agreement”), dated April 10, 2001, by and between EL POLLO LOCO, INC. (the “Company”) and Stephen E. Carley (the “Executive”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 14th, 2004 • El Pollo Loco, Inc. • New York
This Second Amendment to Credit Agreement (this “Amendment”) is dated as of December 16, 2003, and is entered into by and among El Pollo Loco, Inc., a Delaware corporation (the “Borrower”), EPL Intermediate, Inc., a Delaware corporation (“Intermediate”), the various financial institutions whose names appear as lenders on the signature pages of this Amendment (together with any other financial institution which subsequently becomes a ‘Lender’ under the Credit Agreement, the “Lenders”), SunTrust Bank, as Issuing Bank (together with any other Person who may hereafter be designated an issuing bank, the “Issuing Banks”) and SunTrust Bank, as Agent (the “Agent”) on behalf of itself, the Lenders and the Issuing Banks (each of the Lenders, the Issuing Banks and the Agent hereafter, collectively, the “Bank Group”).
INTELLECTUAL PROPERTY SECURITY AGREEMENT (Indenture)Intellectual Property Security Agreement • May 14th, 2004 • El Pollo Loco, Inc. • New York
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of December 19, 2003 (as amended, supplemented, replaced or otherwise modified from time to time, this “Agreement”), among the undersigned Grantor (the “Initial Grantor”) and each other Grantor that becomes a party hereto from time to time pursuant to Section 19 below (each an “Additional Grantor” and, collectively, the “Grantors”), and The Bank of New York, a New York banking corporation, as collateral agent for the Secured Parties (as defined below) (the “Note Collateral Agent”).
OPTION ADJUSTMENT AND SPECIAL BONUS AGREEMENTSpecial Bonus Agreement • May 14th, 2004 • El Pollo Loco, Inc.
You have been selected to participate in a special bonus program (the “Special Bonus Program”) adopted by El Pollo Loco, Inc. (the “Company”). The terms of your participation in the Special Bonus Program are set forth in this letter agreement. In order to participate in the Special Bonus Program, you must sign this letter agreement in the space indicated on page 3 to acknowledge your agreement to the terms and conditions set forth in this letter agreement, and you must return an original, signed copy of this letter agreement to Pam Milner at El Pollo Loco, Inc., 3333 Michelson Drive, Suite 550, Irvine, California 92612 so that it is received no later than the close of business on December 12, 2003.
SECURITY AGREEMENTSecurity Agreement • May 14th, 2004 • El Pollo Loco, Inc. • New York
THIS SECURITY AGREEMENT (the “Agreement”) dated as of December 29, 1999, by El Pollo Loco, Inc., a Delaware corporation (the “Grantor”) and SunTrust Bank, Atlanta (the “Agent”), as agent for itself, the Issuing Banks (as defined below) and the Lenders (as defined below).
FIRST AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • May 14th, 2004 • El Pollo Loco, Inc. • New York
THIS FIRST AMENDMENT TO SECURITY AGREEMENT (this “Amendment”), entered into as of the 19th day of December, 2003, by and between EL POLLO LOCO, INC., a Delaware corporation (the “Borrower”) and SUNTRUST BANK (the “Agent”), as agent for itself, the Lenders (as defined below) and the Issuing Banks (as defined below) (collectively, the “Lender Group”).
CREDIT AGREEMENT among EPL INTERMEDIATE, INC., as Borrower prior to the consummation of the Acquisition (as defined herein), EL POLLO LOCO, INC., as Borrower following the consummation of the Acquisition (as defined herein) THE LENDERS SIGNATORY...Credit Agreement • May 14th, 2004 • El Pollo Loco, Inc. • New York
WHEREAS, Advantica Restaurant Group, Inc., a Delaware corporation (“Advantica”), Denny’s Holdings, Inc., a New York corporation (“Denny’s”) and TWS 800 Corp., a Delaware corporation (“Seller” and together with Advantica and Denny’s the “Selling Parties”) and El Pollo Loco, Inc., a Delaware corporation (“EPL”) and EPL Holdings, Inc., a Delaware corporation (“Holdings”) are parties to that certain Stock Purchase Agreement dated as of November 9, 1999 (as amended, supplemented or otherwise modified from time to time prior to the Agreement Date, the “Purchase Agreement”) pursuant to which the Seller has agreed to sell all of the issued and outstanding shares of capital stock of EPL to Holdings; and
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 14th, 2004 • El Pollo Loco, Inc.
This Third Amendment to Credit Agreement (this “Amendment”) is dated as of December 16, 2003, and is entered into by and among El Pollo Loco, Inc., a Delaware corporation (the “Borrower”), EPL Intermediate, Inc., a Delaware corporation (“Intermediate”), the various financial institutions whose names appear as lenders on the signature pages of this Amendment (together with any other financial institution which subsequently becomes a ‘Lender’ under the Credit Agreement, the “Lenders”), SunTrust Bank, as Issuing Bank (together with any other Person who may hereafter be designated an issuing bank, the “Issuing Banks”) and SunTrust Bank, as Agent (the “Agent”) on behalf of itself, the Lenders and the Issuing Banks (each of the Lenders, the Issuing Banks and the Agent hereafter, collectively, the “Bank Group”).
AMENDMENT NO. 1 TO MANAGEMENT CONSULTING AGREEMENTManagement Consulting Agreement • May 14th, 2004 • El Pollo Loco, Inc. • New York
This AMENDMENT NO. 1 TO MANAGEMENT CONSULTING AGREEMENT (this “Amendment”) is entered into as of November 30, 2003 by and between El Pollo Loco, Inc., a Delaware corporation (the “Company”), and American Securities Capital Partners, L.P., a Delaware corporation (the “Consultant”).
SECURITY AGREEMENT (Indenture)Security Agreement • May 14th, 2004 • El Pollo Loco, Inc. • New York
THIS SECURITY AGREEMENT, dated as of December 19, 2003, among the undersigned Grantor (the “Initial Grantor”) and each other Grantor that becomes a party hereto from time to time pursuant to Section 26 below (each an “Additional Grantor” and, collectively, the “Grantors”), and The Bank of New York, a New York banking corporation, as collateral agent for the Secured Parties (as defined below) (the “Note Collateral Agent”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • May 14th, 2004 • El Pollo Loco, Inc. • New York
This TRADEMARK SECURITY AGREEMENT (this “Agreement”) is made as of December 29, 1999, by and between El Pollo Loco, Inc., a Delaware corporation (the “Grantor”), and SunTrust Bank, Atlanta (the “Agent”), as agent for itself, the Lenders (as defined below) and the Issuing Banks (as defined below).
OPTION ADJUSTMENT AND SPECIAL BONUS AGREEMENTSpecial Bonus Agreement • May 14th, 2004 • El Pollo Loco, Inc.
You have been selected to participate in a new special bonus program (the “2004 Special Bonus Program”) adopted by El Pollo Loco, Inc. (the “Company”). The terms of your participation in the 2004 Special Bonus Program are set forth in this letter agreement. In order to participate in the 2004 Special Bonus Program, you must sign this letter agreement in the space indicated on the last page of this letter agreement to acknowledge your agreement to the terms and conditions set forth in this letter agreement, and you must return an original, signed copy of this letter agreement to Pam Milner at El Pollo Loco, Inc., 3333 Michelson Drive, Suite 550, Irvine, California 92612 so that it is received no later than the close of business on April 10, 2004.
FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVERCredit Agreement • May 14th, 2004 • El Pollo Loco, Inc. • New York
This First Amendment to Credit Agreement and Waiver (this “Amendment”) is dated as of June 3, 2002, and is entered into by and among El Pollo Loco, Inc., a Delaware corporation (the “Borrower”), EPL Intermediate, Inc., a Delaware corporation (“Intermediate”), the various financial institutions whose names appear as lenders on the signature pages to the Credit Agreement (as defined below) (together with any other financial institution which subsequently becomes a ‘Lender’ under the Credit Agreement, the “Lenders”), SunTrust Bank (formerly known as SunTrust Bank, Atlanta), as Issuing Bank (together with any other Person who may hereafter be designated an issuing bank, the “Issuing Banks”) and SunTrust Bank (formerly known as SunTrust Bank, Atlanta), as Agent (the “Agent”) on behalf of itself, the Lenders and the Issuing Banks (each of the Lenders, the Issuing Banks and the Agent hereafter, collectively, the “Bank Group”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 14th, 2004 • El Pollo Loco, Inc. • New York
This Fourth Amendment to Credit Agreement (this “Amendment”) is dated as of March 17, 2004, and is entered into by and among El Pollo Loco, Inc., a Delaware corporation (the “Borrower”), EPL Intermediate, Inc., a Delaware corporation (“Intermediate”), the various financial institutions whose names appear as lenders on the signature pages of this Amendment (together with any other financial institution which subsequently becomes a ‘Lender’ under the Credit Agreement, the “Lenders”), SunTrust Bank, as Issuing Bank (together with any other Person who may hereafter be designated an issuing bank, the “Issuing Banks”) and SunTrust Bank, as Agent (the “Agent”) on behalf of itself, the Lenders and the Issuing Banks (each of the Lenders, the Issuing Banks and the Agent hereafter, collectively, the “Bank Group”).
