CREDIT AGREEMENT Dated as of November 18, 2005 among EPL FINANCE CORP. (as the initial borrower to be merged with and into EL POLLO LOCO, INC. concurrently with the Acquisition described herein) EPL INTERMEDIATE, INC. (as the Parent Guarantor) MERRILL...Credit Agreement • April 10th, 2006 • EPL Intermediate, Inc. • Retail-eating places • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of November 18, 2005, among EPL FINANCE CORP., a Delaware corporation (“Finance Co.”), which entity shall be merged with and into, EL POLLO LOCO, INC., a Delaware corporation (the “Company”), EPL INTERMEDIATE, INC., a Delaware corporation (“Parent Guarantor”), as the parent, each lender from time to time party hereto, MERRILL LYNCH CAPITAL CORPORATION, as Administrative Agent and Swing Line Lender and BANK OF AMERICA, N.A., as Syndication Agent and L/C Issuer.
REGISTRATION RIGHTS AGREEMENT Dated as of November 18, 2005 among EPL Intermediate Finance Corp. to be merged with and into EPL Intermediate, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Banc of America Securities LLCRegistration Rights Agreement • April 10th, 2006 • EPL Intermediate, Inc. • Retail-eating places • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into this 18th day of November, 2005, among EPL Intermediate Finance Corp., a Delaware corporation to be merged (the “Merger”) with and into EPL Intermediate, Inc., a Delaware corporation, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Banc of America Securities LLC (collectively, the “Initial Purchasers”). As used herein, the “Company” refers to, prior to the closing of the Acquisition (as defined herein), EPL Intermediate Finance Corp. and following the closing of such Acquisition, EPL Intermediate, Inc., which will assume EPL Intermediate Finance Corp.’s obligations under the Securities and the Indenture.
EMPLOYMENT AGREEMENT JEANNE A. SCOTTEmployment Agreement • April 10th, 2006 • EPL Intermediate, Inc. • Retail-eating places • California
EMPLOYMENT AGREEMENT (the “Agreement”) dated as of October 10, 2005 by and between El Pollo Loco, Inc. (the “Company”) and Jeanne A. Scott (the “Executive”).
EMPLOYMENT AGREEMENT STEPHEN J. SATHEREmployment Agreement • April 10th, 2006 • EPL Intermediate, Inc. • Retail-eating places • California
EMPLOYMENT AGREEMENT (the “Agreement”) dated as of January 9, 2006 by and between El Pollo Loco, Inc. (the “Company”) and Stephen J. Sather (the “Executive”).
STOCKHOLDERS AGREEMENT BY AND AMONG CHICKEN ACQUISITION CORP. AND THE STOCKHOLDERS LISTED HEREIN DATED AS OF NOVEMBER 18, 2005Stockholders Agreement • April 10th, 2006 • EPL Intermediate, Inc. • Retail-eating places • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of the 18th day of November, 2005, by and among Chicken Acquisition Corp., a Delaware corporation (the “Company”), Trimaran Pollo Partners, L.L.C., a Delaware limited liability company (“Trimaran”), the individuals set forth on Schedule A hereto (together with the employees of the Company or its Subsidiaries (as defined in Section 1.1) who become parties to this Agreement pursuant to the terms and conditions of this Agreement, the “Management Stockholders”) and such other Persons that become parties to this Agreement pursuant to the terms and conditions of this Agreement (the “Additional Stockholders”).
MONITORING AND MANAGEMENT SERVICES AGREEMENTMonitoring and Management Services Agreement • April 10th, 2006 • EPL Intermediate, Inc. • Retail-eating places • New York
This Monitoring and Management Services Agreement (this “Agreement”) is made as of November 18, 2005, by and between Chicken Acquisition Corp., a Delaware limited liability company (the “Company”) and Trimaran Fund Management, L.L.C., a Delaware limited liability company (the “Advisor”).
EXCHANGE AGREEMENTExchange Agreement • April 10th, 2006 • EPL Intermediate, Inc. • Retail-eating places • New York
EXCHANGE AGREEMENT, dated as of (this “Agreement”), by and among [Chicken Acquisition Corp.], a Delaware corporation (the “Buyer”) and (“Rollover Seller”).
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • April 10th, 2006 • EPL Intermediate, Inc. • Retail-eating places • 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, par value $.01, of the Company (the “Common Stock”) on the terms and subject to the conditions set forth in this Agreement;
AGREEMENT AND PLAN OF MERGER between EPL INTERMEDIATE FINANCE CORP. and EPL INTERMEDIATE, INC. Dated as of November 18, 2005Agreement and Plan of Merger • April 10th, 2006 • EPL Intermediate, Inc. • Retail-eating places • Delaware
AGREEMENT AND PLAN OF MERGER, dated November 18, 2005 (this “Agreement”), by and among EPL Intermediate Finance Corp., a Delaware corporation (“Intermediate Finance”) and EPL Intermediate, Inc., a Delaware corporation (“Intermediate”).
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF TRIMARAN POLLO PARTNERS, L.L.C. DATED AS OF NOVEMBER 18, 2005Limited Liability • April 10th, 2006 • EPL Intermediate, Inc. • Retail-eating places • Delaware
This First Amended and Restated Limited Liability Company Operating Agreement (the “Agreement”) of Trimaran Pollo Partners, L.L.C. (the “Company”) is made, entered into and effective as of November 18, 2005 by and among the parties whose names and addresses are set forth on Schedule A hereto as members, and such other parties that are admitted as members in accordance with the terms hereof (each a “Member,” and collectively, the “Members”).
AMENDMENT NO. 2 TO EXCHANGE STOCK OPTION AGREEMENTExchange Stock Option Agreement • April 10th, 2006 • EPL Intermediate, Inc. • Retail-eating places
This Amendment No. 2 to EXCHANGE STOCK OPTION AGREEMENT amends as of , 2006 the Exchange Stock Option Agreement dated as of November 18, 2005 [as previously amended by a First Amendment dated , 2006] (the “Agreement”) by and between Chicken Acquisition Corp., a Delaware corporation (the “Buyer”) and (the “Employee”). Capitalized terms not defined herein have the meanings set forth in the Agreement.
SECURITIES PLEDGE AGREEMENTSecurities Pledge Agreement • April 10th, 2006 • EPL Intermediate, Inc. • Retail-eating places • New York
This SECURITIES PLEDGE AGREEMENT (the “Pledge Agreement”) is made as of November 18, 2005, between THE PERSONS LISTED ON SCHEDULE 1 HERETO, and any other Person (as defined in the Credit Agreement) which may become a party hereto as a Pledgor pursuant to a duly executed instrument of accession in the form attached as Exhibit A hereto (each a “Pledgor” and collectively, the “Pledgors”), and MERRILL LYNCH CAPITAL CORPORATION, a national banking association, as administrative agent (hereinafter, the “Administrative Agent”) for itself and the other lending institutions (hereinafter, collectively, the “Lenders”) which are or may become parties to (i) a Credit Agreement dated as of even date herewith (as amended, modified, supplemented or restated, and in effect from time to time, the “Credit Agreement”), by and among EPL Finance Corp., as the initial Borrower to be merged with and into El Pollo Loco, Inc., as the subsequent Borrower, the Lenders party thereto, EPL Intermediate, Inc., as the
AMENDMENT NO. 1 TO EXCHANGE AGREEMENTTo Exchange Agreement • April 10th, 2006 • EPL Intermediate, Inc. • Retail-eating places
This Amendment No. 1 to EXCHANGE AGREEMENT amends as of , 2006 the Exchange Agreement dated as of November 18, 2005 (the “Agreement”) by and between Chicken Acquisition Corp., a Delaware corporation (the “Buyer”) and [insert name of Rollover Seller] (“the Rollover Seller”). Capitalized terms not defined herein have the meanings set forth in the Agreement.
SECURITY AGREEMENTSecurity Agreement • April 10th, 2006 • EPL Intermediate, Inc. • Retail-eating places • New York
SECURITY AGREEMENT dated as of November 18, 2005, by THE PERSONS LISTED ON SCHEDULE 1 HERETO, and any other Person (as defined in the Credit Agreement) which may become a Subsidiary party hereunder pursuant to a duly executed instrument of accession in the form attached as Exhibit A hereto (collectively the “Companies”, each a “Company”), and MERRILL LYNCH CAPITAL CORPORATION, a national banking association, as administrative agent (hereinafter, in such capacity, the “Administrative Agent”) for itself and other lending institutions (hereinafter, collectively, the “Lenders”) which are or may become parties to a (i) Credit Agreement as of even date herewith (as amended, modified, supplemented or restated, and in effect from time to time, the “Credit Agreement” ), by and among EPL Finance Corp., as the initial Borrower to be merged with and into El Pollo Loco, Inc., as the subsequent Borrower, the Lenders party thereto, EPL Intermediate, Inc., as the Parent Guarantor, Merrill Lynch Capita
AMENDMENT NO. 1 TO STEIN EMPLOYMENT AGREEMENTStein Employment Agreement • April 10th, 2006 • EPL Intermediate, Inc. • Retail-eating places
AMENDMENT (this “Amendment”) made as of October 10, 2005 is by and between El Polio Loco, Inc. (the “Company”) and Joseph N. Stein (the “Executive”). This Amendment amends, effective as of the date hereof, the Employment Agreement (the “Employment Agreement”) made as of September 27, 2005 between the Company and Executive.
CHICKEN ACQUISITION CORP. EXCHANGE STOCK OPTION AGREEMENTExchange Stock Option Agreement • April 10th, 2006 • EPL Intermediate, Inc. • Retail-eating places • Delaware
STOCK OPTION AGREEMENT (the “Agreement”), dated as of November 18, 2005, between Chicken Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (the “Employee”). Capitalized terms used herein without definition have the meaning set forth in Section 14 hereof.
GUARANTYAnd Security Agreement • April 10th, 2006 • EPL Intermediate, Inc. • Retail-eating places • New York
GUARANTY, dated as of November 18, 2005, by and among THE PERSONS LISTED ON SCHEDULE 1 HERETO, and any other Person (as defined in the Credit Agreement) which may become a Guarantor hereunder pursuant to a duly executed instrument of accession in the form attached as Exhibit A hereto (collectively, the “Guarantors, “ each as a “Guarantor”) in favor of MERRILL LYNCH CAPITAL CORPORATION, a national banking association, as administrative agent (hereinafter in such capacity, the “Administrative Agent”) for itself and the other lending institutions (hereinafter, collectively, the “Lenders”) which are, or may become, parties to that certain Credit Agreement, dated as of even date herewith (as amended, modified, supplemented, or restated and in effect from time to time, the “Credit Agreement”), by and among EPL Finance Corp., as the initial Borrower to be merged with and into El Pollo Loco, Inc., as the subsequent Borrower, EPL Intermediate, Inc., as the Parent Guarantor, Merrill Lynch Capita
AMENDMENT NO. 1 TO MILNER EMPLOYMENT AGREEMENTMilner Employment Agreement • April 10th, 2006 • EPL Intermediate, Inc. • Retail-eating places
AMENDMENT (this “Amendment”) made as of October 10, 2005 is by and between El Pollo Loco, Inc. (the “Company”) and Pamela Milner (the “Executive”). This Amendment amends, effective as of the date hereof, the Employment Agreement (the “Employment Agreement”) made as of September 30, 2005 between the Company and Executive.
AMENDMENT NO. 1 TO EXCHANGE STOCK OPTION AGREEMENTExchange Stock Option Agreement • April 10th, 2006 • EPL Intermediate, Inc. • Retail-eating places
This Amendment No. 1 to EXCHANGE STOCK OPTION AGREEMENT amends as of , 2006 the Exchange Stock Option Agreement dated as of November 18, 2005 [as previously amended by a First Amendment dated , 2006] (the “Agreement”) by and between Chicken Acquisition Corp., a Delaware corporation (the “Buyer”) and [insert name of Employee] (the “Employee”). Capitalized terms not defined herein have the meanings set forth in the Agreement.
