TERMINATION AGREEMENT
Exhibit
10.2
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.
R
E C I T A L S
WHEREAS,
El Pollo Loco – USA, Inc. and CAC have entered into a Confidential Settlement
and Release Agreement relating to the Litigation in respect of which the
Company, CAC and Trimaran had entered into the Subscription Agreement and the
Fee Agreement (the "Fee Agreement"), dated as of December 19, 2007, by and
among
the Company, CAC and Trimaran;
WHEREAS,
pursuant to Section 12 of the Subscription Agreement and the Fee Agreement,
the
parties may terminate such agreements by mutual agreement; and
WHEREAS,
the Company, CAC and Trimaran desire to terminate the Subscription Agreement
and
the Fee Agreement (together, the "Bonding
Agreements").
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of
which are hereby acknowledged, the parties hereby
agree as follows:
1. Termination
of the Resale Agreement.
Notwithstanding any other provision of the Bonding Agreements to the contrary,
the Company, CAC and Trimaran hereby agree that upon the execution and delivery
of this Agreement, (i) the Bonding Agreements shall terminate in all respects
pursuant to Section 12 of such agreements (without any further action on the
part of any party thereto) and shall be of no further force or effect; (ii)
all
rights, duties, obligations and liabilities under the Bonding Agreements shall
be terminated and extinguished and (iii) each of the parties hereto irrevocably
releases any and all of its rights and claims under the Bonding Agreements
that
such party may have had, now has or may have in the future against the other
parties to the Bonding Agreements and agrees that the other parties shall have
no further rights, duties, obligations or liabilities thereunder.
2. Governing
Law.
This
Agreement and any claims related to the subject matter hereof shall be governed
by and construed in accordance with the laws of the State of New York without
giving effect to conflicts of law principles thereof.
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3. Further
Assurances.
The
parties hereto shall do and execute, or procure to be done and executed, all
such further acts, deeds, documents and things as may be necessary to give
full
effect to the terms and intent of this Agreement.
4. Counterparts.
This
Agreement may be executed in counterparts, each of which shall be deemed an
original, but which together shall constitute but one and the same
instrument.
5. Entire
Agreement.
This
Agreement constitutes the entire agreement among the parties hereto pertaining
to the subject matter hereof and supersedes all prior and contemporaneous
agreements, understandings, negotiations and discussions, whether oral or
written, of the parties with respect to such subject matter.
[Signature
Page Follows]
-2-
IN
WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby,
have
caused this Agreement to be executed, as of the date first above written by
their respective officers thereunto duly authorized.
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By:
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/s/
Xxxxxx X. Xxxxx
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Name:
Xxxxxx X. Xxxxx
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Title:
Senior Vice President
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CHICKEN
ACQUISITION CORP.
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By:
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/s/
Xxxx X. Xxxxxx
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Name:
Xxxx X. Xxxxxx
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Title:
Vice President
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TRIMARAN
FUND II, LLC
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By:
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/s/
Xxxx X. Xxxxxx
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Title:
Managing Director, Trimaran Fund
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| Management, LLC, its investment manager | |
[Signature
Page to Termination Agreement]
