Attached files
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EX-10.1 - EXHIBIT 10.1 - Real Mex Restaurants, Inc. | c23180exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 6, 2011
REAL MEX RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 333-116310 | 13-4012902 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
5660 Katella Avenue, Suite 100 Cypress, CA |
90630 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (562)-346-1200
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement
As previously reported, on October 4, 2011, Real Mex Restaurants, Inc. (the Company), all
of its subsidiaries (the Subsidiaries) and RM Holding Corp. (Holdings and together with the
Company and the Subsidiaries, the Debtors) filed voluntary petitions for relief (the Bankruptcy
Filing) under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware (the Bankruptcy Court), case number 11-13122.
In connection with the Bankruptcy Filing, on October 6, 2011, the Debtors entered into a
Senior Secured Priming and Superpriority Debtor-In-Possession Credit Agreement (the DIP Credit
Agreement), by and among the Debtors and General Electric Capital Corporation, as administrative
agent and agent (the DIP Agent), and the other financial institutions party thereto, as Lenders
(together with the DIP Agent, the DIP Secured Parties).
The DIP Credit Agreement provides for senior secured priming and superpriority postpetition
financing, which if approved on a final basis, will consist of (i) a letter of credit facility for
up to $20,000,000 (the LC Facility), which LC Facility will include a roll-up of the prepetition
letter of credit facility, and (ii) a revolving credit facility for up to $29,000,000 (the
Revolver Facility), which Revolving Facility will include a roll-up of the prepetition revolving
credit facility. The Debtors are authorized to borrow on an interim basis pursuant to the
Bankruptcy Courts interim order approving the DIP Financing (the Interim Order), up to
$20,000,000 under the LC Facility and up to $5,000,000 under the Revolver Facility. The full
availability and the roll-up under the DIP Facility is subject to, among other things, the
Bankruptcy Courts entry of a final order approving the DIP Facility (the Final Order).
The Debtors obligations under the DIP Credit Agreement and the other related loan documents
are guaranteed unconditionally, jointly and severally, by Holdings. As security for the performance
of the obligations of the Debtors under the DIP Credit Agreement and related loan documents, the
DIP Agent, for the benefit of itself and the other DIP Secured Parties, have been granted a
security interest in and lien on substantially all of the Debtors property, having the priority
and subject to the terms and conditions set forth in the DIP Credit Agreement and the Interim
Order.
The foregoing summary of the DIP Credit Agreement does not purport to be complete and is
subject to, and qualified in its entirety by, the full text of the DIP Credit Agreement, which is
attached hereto as Exhibit 10.1, and any Interim Order or Final Order entered by the Bankruptcy
Court.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 1.03 above is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit | ||||
No. | Description | |||
10.1 | Senior Secured Priming and Superpriority Debtor-In-Possession Credit Agreement |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
REAL MEX RESTAURANTS, INC. |
||||
Date: October 11, 2011 | By: | /s/ Richard P. Dutkiewicz | ||
Richard P. Dutkiewicz | ||||
Chief Financial Officer |
EXHIBIT INDEX
Exhibit | ||||
No. | Description | |||
10.1 | Senior Secured Priming and Superpriority Debtor-In-Possession Credit Agreement |