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 May 22, 2009 among El Pollo Loco, Inc., EPL Intermediate, Inc. and Jefferies & Company, Inc.Registration Rights Agreement • May 26th, 2009 • EPL Intermediate, Inc. • Retail-eating places • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into this 22nd day of May, 2009, among El Pollo Loco, Inc., a Delaware corporation (the “Company”), EPL Intermediate, Inc., a Delaware corporation (the “Guarantor”), and Jefferies & Company, Inc. (the “Initial Purchaser”).
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”).
CREDIT AGREEMENT dated as of May 22, 2009 among EL POLLO LOCO, INC., as Borrower, EPL INTERMEDIATE, INC., and THE OTHER GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, and JEFFERIES FINANCE LLC, as Arranger, Book Manager,...Credit Agreement • May 26th, 2009 • EPL Intermediate, Inc. • Retail-eating places • New York
This CREDIT AGREEMENT (this “Agreement”) dated as of May 22, 2009, among EL POLLO LOCO, INC. (“Borrower”), EPL INTERMEDIATE, INC. (“Holdings”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, Jefferies Finance LLC, as lead arranger (in such capacity, the “Arranger”), as book manager (in such capacity, the “Book Manager”), as documentation agent for the Lenders (in such capacity, the “Documentation Agent”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”), Jefferies Finance LLC, as syndication agent (in such capacity, the “Syndication Agent”) and Jefferies Finance LLC, as issuing bank (in such capacity, the “Issuing Bank”) for the Lenders.
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”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF TRIMARAN POLLO PARTNERS, L.L.C. DATED AS OF MARCH 8, 2006Operating Agreement • April 14th, 2006 • EPL Intermediate, Inc. • Retail-eating places • Delaware
This Second 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 March 8, 2006 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”).
SUPPLEMENTAL INDENTURE TO THE INDENTURE EPL INTERMEDIATE, INC. AND THE BANK OF NEW YORK as TrusteeSupplemental Indenture • November 4th, 2005 • EPL Intermediate, Inc. • Retail-eating places • New York
THIS SUPPLEMENTAL INDENTURE, dated as of November 2, 2005 (the “Supplemental Indenture”), is between EPL Intermediate, Inc., a Delaware corporation (the “Company”), and The Bank of New York, as trustee (the “Trustee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENT STEPHEN J. SATHEREmployment Agreement • January 19th, 2011 • EPL Intermediate, Inc. • Retail-eating places • California
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated as of January 18, 2011 by and between El Pollo Loco, Inc. (the “Company”) and Stephen J. Sather (the “Executive”).
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”).
STOCK PURCHASE AGREEMENT AMONG CHICKEN ACQUISITION CORP., EPL HOLDINGS, INC., EPL INTERMEDIATE, INC., EL POLLO LOCO, INC., AND AMERICAN SECURITIES CAPITAL PARTNERS, L.P., AS SELLERS’ REPRESENTATIVE, SEPTEMBER 27, 2005Stock Purchase Agreement • November 15th, 2005 • EPL Intermediate, Inc. • Retail-eating places • New York
STOCK PURCHASE AGREEMENT dated as of September 27, 2005 (this “Agreement”), among Chicken Acquisition Corp., a Delaware corporation (“Buyer”); EPL HOLDINGS, INC., a Delaware corporation (the “Corporation”); EPL INTERMEDIATE, INC., a Delaware corporation (“EPL Intermediate”); EL POLLO LOCO, INC., a Delaware corporation (“EPL”; and collectively with the Corporation and EPL Intermediate, the “Company Group”); the equityholders of the Corporation listed on Schedule I hereto (collectively, the “Sellers”); and AMERICAN SECURITIES CAPITAL PARTNERS, L.P., a Delaware limited partnership, as Sellers’ Representative.
FRANCHISE DEVELOPMENT AGREEMENTFranchise Development Agreement • March 30th, 2010 • EPL Intermediate, Inc. • Retail-eating places • California
THIS FRANCHISE DEVELOPMENT AGREEMENT (“Agreement”) is made and entered into this ___ day of __________, 20___, by and between EL POLLO LOCO, INC., a Delaware corporation, with its principal place of business at 3535 Harbor Blvd, Suite 100, Costa Mesa, California 92626 (referred to herein as “El Pollo Loco” or “Franchisor”) and ________________________________, with its principal place of business at _____________________________________ (“Developer”).
REGISTRATION RIGHTS AGREEMENT by and between EPL INTERMEDIATE, INC. and JEFFERIES & COMPANY, INC. Dated as of March 31, 2004Registration Rights Agreement • May 19th, 2004 • EPL Intermediate, Inc. • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 31, 2004, by and between EPL Intermediate, Inc., a Delaware corporation (the “Company”), and Jefferies & Company, Inc. (as “Initial Purchaser”), which has agreed to purchase the Company’s 12½% Senior Discount Notes due 2010 (the “Series A Notes”) pursuant to the Purchase Agreement (as defined below).
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;
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • March 23rd, 2007 • 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;
FRANCHISE DEVELOPMENT AGREEMENTFranchise Development Agreement • March 23rd, 2007 • EPL Intermediate, Inc. • Retail-eating places • California
THIS FRANCHISE DEVELOPMENT AGREEMENT (“Agreement”) is made and entered into this ___ day of August, 2006, 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 Fiesta Brands, Inc., with its principal place of business at _____________________________________, Atlanta, Georgia ______ (“Developer”).
AMENDMENT NO. 1 TO MONITORING AND MANAGEMENT SERVICES AGREEMENTMonitoring and Management Services Agreement • January 2nd, 2008 • EPL Intermediate, Inc. • Retail-eating places • Delaware
This AMENDMENT NO. 1 (this “Amendment”) to the Monitoring and Management Services Agreement, dated as of November 18, 2005, by and between Chicken Acquisition Corp., a Delaware corporation (the "Company") and Trimaran Fund Management, L.L.C., a Delaware limited liability company (“Trimaran") (the “Monitoring Agreement”) is entered into as of this 26th day of December, 2007 by and among the Company, Trimaran and Freeman Spogli & Co. V, L.P. (“FS”), a Delaware limited partnership. Capitalized terms used herein and not otherwise defined in this Amendment shall have the meanings ascribed to such term in the Monitoring Agreement.
Contract1 and Agreement • May 14th, 2007 • EPL Intermediate, Inc. • Retail-eating places • New York
AMENDMENT NO. 1 AND AGREEMENT dated as of March 14, 2007 (this “Amendment”), with respect to the Credit Agreement dated as of November 18, 2005 (the “Credit Agreement”), among EPL FINANCE CORP., a Delaware corporation (“Finance Co.”), an entity which was merged with and into EL POLLO LOCO, INC., a Delaware corporation (the “Borrower”), EPL INTERMEDIATE, INC., a Delaware corporation (“Parent Guarantor”), as the parent, each lender from time to time party thereto, MERRILL LYNCH CAPITAL CORPORATION, as Administrative Agent and Swing Line Lender and BANK OF AMERICA, N.A., as Syndication Agent and L/C Issuer.
CONFIDENTIAL INFORMATION (IDENTIFIED BY * ) HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION...EPL Intermediate, Inc. • August 10th, 2007 • Retail-eating places • Delaware
This letter is an amendment to our letter agreements dated February 15, 2005 and June 11, 2006 to incorporate the changes provided in this agreement. As discussed and agreed by and between EPL and Pilgrims; Pilgrim’s will supply the EPL system with the following:
EMPLOYMENT AGREEMENT JERRY LOVEJOYEmployment Agreement • March 24th, 2008 • EPL Intermediate, Inc. • Retail-eating places • California
EMPLOYMENT AGREEMENT (the "Agreement") dated as of June 28, 2007 by and between El Pollo Loco, Inc. (the "Company") and Jerry Lovejoy (the "Executive").
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 16th, 2009 • EPL Intermediate, Inc. • Retail-eating places • California
THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 24th day of September, 2009, by and among FIESTA BRANDS, INC., a Delaware corporation (“Seller”) and EL POLLO LOCO INC., a Delaware corporation (“Purchaser”).
AMENDMENT NO.1 TO STOCKHOLDERS AGREEMENTTo Stockholders Agreement • March 24th, 2008 • EPL Intermediate, Inc. • Retail-eating places
This Amendment No.1 to STOCKHOLDERS AGREEMENT amends as of on or about April 20, 2006 the Stockholders Agreement dated as of November 18, 2005 (the “Agreement”) by and between 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”). Capitalized terms not defined herein have the meanings set forth in the Agreement.
TERMINATION AGREEMENTTermination Agreement • August 11th, 2008 • EPL Intermediate, Inc. • Retail-eating places • New York
This Termination Agreement (this “Agreement”), dated as of June 23, 2008 (the “Effective Date”), by and among El Pollo Loco, Inc. (the "Company"), Chicken Acquisition Corp. ("CAC") and Trimaran Fund II, LLC ("Trimaran"). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Payment and Subscription Agreement (the "Subscription Agreement"), dated as of December 19, 2007, by and among the Company, CAC and Trimaran.
UNIT PURCHASE AGREEMENT AMONG TRIMARAN POLLO PARTNERS, L.L.C., CHICKEN ACQUISITION CORP., EPL INTERMEDIATE, INC., EL POLLO LOCO, INC., FS EQUITY PARTNERS V, L.P., FS AFFILIATES V, L.P., PETER STARRETT AND EACH OF THE SELLING MEMBERS SIGNATORY HERETO...Unit Purchase Agreement • January 2nd, 2008 • EPL Intermediate, Inc. • Retail-eating places • Delaware
This UNIT PURCHASE AGREEMENT, dated as of December 26, 2007 (this “Agreement”), is by and among TRIMARAN POLLO PARTNERS, L.L.C., a Delaware limited liability company (the “Company”); CHICKEN ACQUISITION CORP., a Delaware corporation (“CAC”); EPL INTERMEDIATE, INC., a Delaware corporation (“Intermediate”), EL POLLO LOCO, INC., a Delaware corporation (“EPL”; and collectively with CAC and Intermediate, and each of their respective Subsidiaries (as such term is defined below), the “Company Group”); certain members of the Company (which shall not include any Trimaran Vehicle) who have agreed to sell Membership Units (as defined below) to Purchasers, all of which are listed on Schedule II attached hereto, as amended (collectively, the “Selling Members”); FS EQUITY PARTNERS V, L.P., a Delaware limited partnership (“FSEP V”); FS AFFILIATES V, L.P., a Delaware limited partnership (“FSA V”); and Peter Starrett, an individual (“Starrett” and collectively with FSEP V and FSA V, “Purchasers”).
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.
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF TRIMARAN POLLO PARTNERS, L.L.C.Limited Liability Company Operating Agreement • January 2nd, 2008 • EPL Intermediate, Inc. • Retail-eating places
This AMENDMENT NO. 1 (this “Amendment”) to the Second Amended and Restated Limited Liability Company Operating Agreement (the “Agreement”) of Trimaran Pollo Partners, L.L.C. (the “Company”) is entered into as of this 26th day of December, 2007 by and among the parties whose names are set forth on Schedule A hereto. Capitalized terms used herein and not otherwise defined in this Amendment shall have the meanings ascribed to such term in the Agreement (as defined below).
SUPPLEMENTAL INDENTURESupplemental Indenture • June 1st, 2006 • EPL Intermediate, Inc. • Retail-eating places • New York
SUPPLEMENTAL INDENTURE, dated as of May 30, 2006 (this “Supplemental Indenture”), between EPL Intermediate, Inc., a Delaware corporation (the “Company”), and The Bank of New York Trust Company, N.A., a national banking association organized and existing under the laws of the United States, as trustee (the “Trustee”) to the Indenture referred to below.
AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENTStockholders Agreement • January 2nd, 2008 • EPL Intermediate, Inc. • Retail-eating places
This AMENDMENT NO. 1 (this “Amendment”) to the Stockholders Agreement is entered into as of this 26th day of December, 2007 by and between Chicken Acquisition Corp., a Delaware corporation (the “Company”), and Trimaran Pollo Partners, L.L.C., a Delaware limited liability company (“Trimaran”). Capitalized terms used herein and not otherwise defined in this Amendment shall have the meanings ascribed to such term in the Agreement (as defined below).
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. ______ TO EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2008 • EPL Intermediate, Inc. • Retail-eating places
This Amendment to Employment Agreement is made as of March 19, 2008, by and between El Pollo Loco, Inc. (the “Company”) and______________________ (the “Executive”). This Amendment amends, effective as of the date hereof, the Employment Agreement dated as of _______________________ , between the Company and the Executive.
HARBOR GATEWAY BUSINESS CENTER HI-TECH/RESEARCH AND DEVELOPMENT BUILDING LEASENon-Disturbance and Attornment Agreement • August 10th, 2007 • EPL Intermediate, Inc. • Retail-eating places • California
EL POLLO LOCO, INC., (a Delaware corporation)Purchase Agreement • May 26th, 2009 • EPL Intermediate, Inc. • Retail-eating places • New York
El Pollo Loco, Inc., a Delaware corporation (the “Company”) and EPL Intermediate, Inc., a Delaware corporation (the “Guarantor”), confirm their agreement with Jefferies & Company, Inc. (the “Initial Purchaser”), with respect to the issue and sale by the Company and the purchase by the Initial Purchaser of $132,500,000 aggregate principal amount of 11 3/4% Senior Secured Notes due 2012 (the “Securities”). The Securities are to be issued pursuant to an indenture dated as of May 22, 2009 (the “Indenture”), among the Company, The Bank of New York Trust Company, N.A., as trustee (the “Trustee”), and the Guarantor.
