EL POLLO LOCO HOLDINGS, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Registrant Arrangement, Financial Statements and Exhibits (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

On July 27, 2022, El Pollo Loco Holdings, Inc. (the “Company”) entered into this credit agreement (the “2022 Credit Agreement”) between El Pollo Loco, Inc.
(“EPL”), as borrower (the “Borrower”), the Company and Intermediate EPL, Inc.
(“Intermediary”) as guarantors, the lenders being parties thereto and Bank of America, North America., as administrative agent, swingline lender and letter of credit issuer, which provides a $150 million senior secured revolving credit facility (the “Revolver 2022”). The 2022 revolver includes a sub-limit of $15.0 million for letters of credit and a sub-limit of $15.0 million for swingline loans. On July 29, 2022the company made a $20.0 million payment to Revolver 2022 and the remaining balance due to August 4, 2022has been $20.0 million. Proceeds from Revolver 2022 were used to refinance and terminate Revolver 2018 and may also be used from time to time for general corporate purposes. The 2022 revolver will expire on July 27, 2027. EPL’s obligations under the 2022 Credit Agreement and related loan documents are guaranteed by the Company and the Intermediary and the obligations of each of the Company, EPL and the Intermediary under the The Credit Agreement 2022 and related Loan Documents are secured in the first (subject to certain permitted liens) lien over substantially all of their respective assets (subject to certain customary exceptions).

Borrowings under the 2022 Credit Agreement (other than Swingline Loans) bear interest, at the option of the borrower, at rates based on either the forward SOFR (as defined in the 2022 Credit Agreement) or a base rate, in each case increased by a margin determined in accordance with a fee schedule based on a consolidated leverage ratio adjusted according to the leases. The base rate is calculated as the greater of (a) the federal funds rate plus 0.50%, (b) the prime rate published by Bank of America, or (c) the forward SOFR with a duration of one month plus 1.00%. Swingline loans under the 2022 Credit Agreement bear interest at the base rate. For base rate loans, the applicable margin may vary from 0.25% to 1.25%, and for SOFR term loans, the applicable margin may vary from 1.25% to 2.25%. Loans under the Revolver 2022 can be repaid and then re-borrowed. The Company is also required to pay other credit charges customary for a credit facility of this size and type.

The 2022 Credit Agreement contains negative covenants and customary financial covenants, including, among others, the following (all subject to certain exceptions): a lease-adjusted maximum consolidated leverage ratio, a fixed consolidated minimums and limitations on (among other things) indebtedness, liens, investments, sales of assets, mergers, consolidations, liquidations, divestitures, restricted payments, negative pledges, transactions with affiliates, sale-leaseback transactions and certain debt prepayments. The 2022 credit agreement also includes certain positive clauses and events of default.

Practically at the same time as the conclusion of the 2022 Credit Agreement, the Company used the proceeds of the borrowings under the Revolver 2022 to repay all the unpaid amounts under this Credit Agreement, dated
July 13, 2018between EPL, as borrower, the Company and the Intermediary, as guarantors, the party lenders and Bank of America, North America., as administrative agent, swingline lender and issuer of letters of credit.

Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The description presented above under item 1.01 is incorporated herein by reference.

Item 9.01 Financial statements and supporting documents.

Exhibit
No.        Description
10.1         Credit Agreement, dated as of July 27, 2022, among El Pollo Loco,
           Inc., as borrower, El Pollo Loco Holdings, Inc., as guarantor, the
           other guarantors party thereto, the lenders party thereto and Bank of
           America, as administrative agent, swingline lender and letter of credit
           issuer
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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