INTERCREDITOR AGREEMENTIntercreditor Agreement • April 18th, 2011 • Logan's Roadhouse of Kansas, Inc. • Retail-eating places • New York
Intercreditor Agreement (this “Agreement”), dated as of October 4, 2010, among JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “First Priority Representative”) for the First Priority Secured Parties (as defined below), Wells Fargo Bank, National Association, as Collateral Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “Second Priority Representative”) for the Second Priority Secured Parties (as defined below), Roadhouse Financing Inc., a Delaware corporation (to be merged with and into Logan’s Roadhouse, Inc., a Tennessee corporation, with Logan’s Roadhouse, Inc. as the surviving entity) (the “Borrower”) and each of the other Loan Parties (as defined below) party hereto.
REGISTRATION RIGHTS AGREEMENT ROADHOUSE HOLDING INC. Dated as of November 19, 2010Registration Rights Agreement • April 18th, 2011 • Logan's Roadhouse of Kansas, Inc. • Retail-eating places • Delaware
REGISTRATION RIGHTS AGREEMENT, dated as of November 19, 2010 among Roadhouse Holding Inc., a Delaware corporation (the “Company”), Kelso Investment Associates VIII, L.P. (“KIA VIII”), a Delaware limited partnership, KEP VI, LLC, a Delaware limited liability company (“KEP VI” and, together with KIA VIII, the “Kelso Stockholders”), those employees of the Company or its subsidiaries named on the signature pages hereto (collectively, the “Management Stockholders”) and any other Person who may become a party to this Agreement pursuant to Section 11.5 (together with the Kelso Stockholders and the Management Stockholders, the “Stockholders”). Capitalized terms used herein without definition are defined in Section 10.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 18th, 2011 • Logan's Roadhouse of Kansas, Inc. • Retail-eating places • New York
This REGISTRATION RIGHTS AGREEMENT dated October 4, 2010 (the “Agreement”) is entered into by and among Roadhouse Financing Inc., a Delaware corporation (“Finance Co”), Roadhouse Merger Inc., a Delaware corporation (“Merger Co”), and J.P. Morgan Securities LLC (“J.P. Morgan”) and Credit Suisse Securities (USA) LLC (“Credit Suisse” and, together with J.P. Morgan, the “Initial Purchasers”).
SECURITY AGREEMENT made by ROADHOUSE MERGER INC. (to be merged with and into LRI HOLDINGS, INC., with LRI HOLDINGS, INC. as the surviving entity) and ROADHOUSE FINANCING INC. (to be merged with and into LOGAN’S ROADHOUSE, INC., with LOGAN’S ROADHOUSE,...Joinder Agreement • April 18th, 2011 • Logan's Roadhouse of Kansas, Inc. • Retail-eating places • New York
SECURITY AGREEMENT, dated as of October 4, 2010, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of Wells Fargo Bank, National Association, as Collateral Agent (in such capacity, the “Collateral Agent”) for the Secured Parties referred to below.
AGREEMENT AND PLAN OF MERGER BY AND AMONG LRI HOLDINGS, INC., ROADHOUSE PARENT INC., ROADHOUSE MERGER INC. AND LRI ACQUISITION, LLC, AS THE STOCKHOLDERS’ REPRESENTATIVE DATED AS OF AUGUST 27, 2010Agreement and Plan of Merger • April 18th, 2011 • Logan's Roadhouse of Kansas, Inc. • Retail-eating places • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August __, 2010 is made by and among LRI Holdings, Inc., a Delaware corporation (the “Company”), Roadhouse Parent Inc., a Delaware corporation (“Parent”), Roadhouse Merger Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and LRI Acquisition, LLC, a Delaware limited liability company, as the stockholders’ representative (the “Representative”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Article 1.
CREDIT AGREEMENT among ROADHOUSE MERGER INC. (to be merged with and into LRI HOLDINGS, INC., with LRI HOLDINGS, INC. as the surviving entity) ROADHOUSE FINANCING INC. (to be merged with and into LOGAN’S ROADHOUSE, INC., with LOGAN’S ROADHOUSE, INC. as...Credit Agreement • April 18th, 2011 • Logan's Roadhouse of Kansas, Inc. • Retail-eating places • New York
CREDIT AGREEMENT (this “Agreement”), dated as of October 4, 2010, among Roadhouse Merger Inc., a Delaware corporation (to be merged with and into LRI Holdings, Inc., a Delaware corporation, with LRI Holdings, Inc., as the surviving entity) (“Holdings”), Roadhouse Financing Inc., a Delaware corporation (to be merged with and into Logan’s Roadhouse, Inc., a Tennessee corporation, with Logan’s Roadhouse, Inc. as the surviving entity) as the borrower (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), JPMorgan Chase Bank, N.A. and Credit Suisse AG, as co-documentation agents (in such capacity, the “Co-Documentation Agents”), Credit Suisse AG, as syndication agent (in such capacity, the “Syndication Agent”), and JPMorgan Chase Bank, N.A., as administrative agent.
STOCKHOLDERS AGREEMENT ROADHOUSE HOLDING INC. Dated as of November 19, 2010Stockholders Agreement • April 18th, 2011 • Logan's Roadhouse of Kansas, Inc. • Retail-eating places • New York
WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of August 27, 2010, by and among Roadhouse Parent Inc., a Delaware corporation and indirect subsidiary of the Company (“Parent”), Roadhouse Merger Inc., a Delaware corporation and direct subsidiary of Parent (“Merger Sub”), LRI Holdings, Inc., a Delaware corporation (“LRI”), and LRI Acquisition, LLC, as the stockholder’s representative, Merger Sub merged with and into LRI, with LRI surviving the merger (the “Merger”);
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 18th, 2011 • Logan's Roadhouse of Kansas, Inc. • Retail-eating places • Tennessee
This Amended and Restated Employment Agreement (“Agreement”), effective as of March 23, 2011 (“Effective Date”), is made and entered into by and between Logan’s Roadhouse, Inc. (the “Company”) and Tom Vogel (“Executive”).
FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT made by ROADHOUSE MERGER INC. (to be merged with and into LRI HOLDINGS, INC., with LRI HOLDINGS, INC. as the surviving entity) ROADHOUSE FINANCING INC. (to be merged with and into LOGAN’S ROADHOUSE, INC.,...Assumption Agreement • April 18th, 2011 • Logan's Roadhouse of Kansas, Inc. • Retail-eating places • New York
FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of October 4, 2010, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Roadhouse Merger Inc., a Delaware corporation (to be merged with and into LRI Holdings, Inc., a Delaware corporation, with LRI Holdings, Inc. as the surviving entity) (“Holdings”), Roadhouse Financing Inc., a Delaware corporation (to be merged with and into Logan’s Roadhouse, Inc., a Tennessee corporation, with Logan’s Roadhouse, Inc. as the surviving entity) as the borrower (the “Borrower”), the Lenders and the Adminis
ROADHOUSE HOLDING INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • April 18th, 2011 • Logan's Roadhouse of Kansas, Inc. • Retail-eating places • Delaware
NON-QUALIFIED STOCK OPTION AGREEMENT, dated as of January 18, 2011 between Roadhouse Holding Inc., a Delaware company (the “Company”), and the Participant whose name appears on the signature page hereof (the “Participant”), pursuant to the Roadhouse Holding Inc. Stock Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.
LOGAN’S ROADHOUSE, INC. NON-QUALIFIED SAVINGS PLAN RABBI TRUST AGREEMENTTrust Agreement • April 18th, 2011 • Logan's Roadhouse of Kansas, Inc. • Retail-eating places • New York
This Trust Agreement is entered into as of October 2, 2006, by and between the Logan’s Roadhouse, Inc. (the “Company”) and New York Life Trust Company, a New York corporation (the “Trustee”).
