PARENT PLEDGE AGREEMENT
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).
W I T N E S S E T H :
WHEREAS, Intermediate, El Pollo Loco, Inc., a Delaware corporation (" EPL" ), the lenders party thereto (the " Lenders" ), SunTrust Bank, Atlanta, as issuing bank (together with any other Person who hereafter may be designated as an Issuing Bank pursuant to the Credit Agreement (as defined below), the " Issuing Banks" ) and the Agent are parties to that certain Credit Agreement of even date herewith (as the same may hereafter be modified, amended, restated or supplemented from time to time, the " Credit Agreement" ), pursuant to which the Lenders and Issuing Banks have agreed to extend credit to Intermediate and EPL from time to time and the EPL has granted a security interest in substantially all of its personal property to the Agent for the benefit of the Agent, the Lenders and the Issuing Banks (collectively, the " Lender Group" ); and
WHEREAS, EPL is a direct Subsidiary of Intermediate and Intermediate is a direct Subsidiary of Holdings, and the Pledgors will realize substantial direct and indirect benefits as a result of the extensions of credit to EPL pursuant to the Credit Agreement; and
WHEREAS, the Agent has required that the Pledgors execute and deliver this Agreement pledging to the Agent the shares of capital stock identified on Exhibit A attached hereto (the " Stock" ) owned by the Pledgors in the Subsidiaries listed on Exhibit A attached hereto (the " Pledged Subsidiaries" )(i) in order to secure the prompt and complete payment, observance and performance of all of the Obligations (as defined in the Credit Agreement) and (ii) as a condition to any extension of credit under the Credit Agreement;
NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement to the extent not otherwise defined or limited herein, and further agree as follows:
1. Warranty . Each Pledgor hereby represents and warrants to the Agent that (i) except for the security interest created hereby, such Pledgor owns the Stock set forth opposite its name on Exhibit A , which stock constitutes the percentage of the issued and outstanding class of stock of the Pledged Subsidiaries shown on Exhibit A , free and clear of all Liens, (ii) such Stock is duly authorized, validly issued, fully paid and nonassessable and (iii) such Pledgor has the unencumbered right to pledge such Stock.
Parent Pledge Agreement
2. Security Interest . Each Pledgor hereby unconditionally pledges, transfers, conveys, grants and assigns to the Agent, a continuing security interest in the Stock owned by it and all substitutions therefor and replacements thereof, all proceeds and products thereof and all rights relating thereto, including, without limitation, the certificates representing the Stock, all warrants, options, share appreciation rights and other rights, contractual or otherwise, in respect thereof and of all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in addition to, in substitution of, on account of or in exchange for any or all of the Stock, whether now owned or hereafter acquired by such Pledgor. Each Pledgor has delivered to and deposited with the Agent certificates representing the Stock owned by it, and undated stock powers endorsed in blank, as security for the payment and performance of all Obligations. It is the intention of the parties hereto that record and beneficial ownership of the Stock, including, without limitation, all voting, consensual and dividend rights, shall remain in the Pledgors until the occurrence of an Event of Default and until the Agent shall notify the Pledgors of the Agent' s exercise of voting and consensual rights to the Stock pursuant to Section 9 hereof.
3. Additional Shares . In the event that, during the term of this Agreement:
(a) any stock dividend, stock split, reclass