AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF TRIMARAN POLLO PARTNERS, L.L.C.
AMENDMENT
NO. 1
TO
SECOND
AMENDED AND RESTATED
OF
TRIMARAN
POLLO PARTNERS, L.L.C.
This
AMENDMENT NO. 1 (this “Amendment”) to the
Second Amended and Restated Limited Liability Company Operating Agreement
(the
“Agreement”) of
Trimaran Pollo Partners, L.L.C. (the “Company”) is entered
into as of this 26th day of December, 2007 by and among the parties whose
names
are set forth on Schedule A hereto. Capitalized terms used herein and not
otherwise defined in this Amendment shall have the meanings ascribed to such
term in the Agreement (as defined below).
RECITALS
WHEREAS,
on March 8, 2006, the Company entered into the Second Amended and Restated
Limited Liability Company Operating Agreement with the members listed in
Schedule A thereto;
WHEREAS,
Section 13.04 of the Agreement
provides that the Agreement may be amended or modified with the approval
of
Trimaran and each Investor Member, respectively; and
WHEREAS,
in connection with the closing under the Unit Purchase Agreement (the “Unit
Purchase Agreement”) consummated on the date hereof by and among the Company, FS
Equity Partners V, L.P. (“FSEP V”), FS
Affiliates V, L.P. (“FSA V”) and Xxxxx
Xxxxxxxx, (“Xxxxxxxx”
and
collectively with FSEP V and FSA V, “FS”), Chicken
Acquisition Corp., EPL Intermediate, Inc. and El Pollo Loco, Inc., Trimaran
and
each Investor Member desire to amend the Agreement as set forth in this
Amendment.
NOW
THEREFORE, in consideration of the foregoing recitals, mutual agreements
contained herein and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the other
signatories hereto, intending to be legally bound hereby, agree as
follows:
1. Amendments.
1.1.
CAC
Board.
1.1.1. Section
3.04 of the
Agreement shall be amended to read in its entirety as follows:
(a)
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The
board of directors of CAC (the “CAC Board”) shall consist
of a total of 11 directors. Except as provided by Section
3.04(c) below, the Managing Member may
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1
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cause
the Company to change the total number of directors comprising
the CAC
Board, to designate or change the class and voting power of such
directors, to appoint any additional directors to the CAC Board
and to
fill any vacancies on the CAC Board. The Company shall take all
Necessary
Action to cause any decision of the Managing Member pursuant to
the
preceding sentence to be effectuated as the Managing Member deems
appropriate.
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(b)
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All
directors on the CAC Board shall be designated by the Trimaran
Vehicles,
except as provided in Section 3.04(c) below. All Persons designated
to the
CAC Board by the Trimaran Vehicles shall be “Trimaran Directors” and all
others (including those designated pursuant to Sections 3.04(c)
and
3.04(e) below) shall be “Non-Trimaran Directors.” Subject to
Section 3.04(c), the Non-Trimaran Directors shall initially include
one
designee of American Securities. All Persons to be elected as
Trimaran Directors shall be designated by the Trimaran Vehicles,
in a
manner specified by the Managing Member. The Company and the
Managing Member shall take all Necessary Action to cause the election
of
any Persons properly designated as Trimaran Directors or Non-Trimaran
Directors.
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(c)
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For
so long as an Investor Member (together with its Affiliates) holds
at
least 15% of the aggregate number of Membership Units outstanding,
such
Investor Member shall have the right, but not the obligation, to
designate
one (1) Person to be elected as a Non-Trimaran Director, and the
Company
shall take all Necessary Action to cause the election of such Person
as a
Non-Trimaran Director; provided, however: (i) American Securities
shall
have the right, but not the obligation, to elect (or have elected
by the
Members) one Person to the CAC Board (which Person shall initially
be
Xxxxx Xxxxxxx) until such time as American Securities no longer
holds
Membership Units; provided further, however, that upon consummation
of an
IPO, such right shall remain until such time as American Securities
holds
less than its Threshold Interest Amount, (ii) FS shall have the
right, but
not the obligation, to elect (or have elected by the Members) one
Person
(the “FS
Director”) to the CAC Board (which Person shall initially be Xxxx
X. Xxxx) until such time as FS collectively holds less than 5%
of the
aggregate number of Membership Units outstanding, and (iii) until
such
time as FS holds less than 5% of the aggregate number of Membership
Units,
the Managing Member shall not change the class or voting power
of the
members of the CAC Board in a manner that materially adversely
affects the
FS Director without the consent of FSA V and FSEP V.
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(d)
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Notwithstanding
anything to the contrary herein, any Non-Trimaran Director shall
be
reasonably acceptable to the Managing Member (it being understood
that
Xxxxx Xxxxxxx, Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxx, Xxxx X. Xxxx,
Xxx X.
Xxxxx and Xxxxxxxx X. Xxxxxx are reasonably acceptable to the Managing
Member). The Company and the Managing Member shall take all Necessary
Action to cause the election of any Non-Trimaran Director pursuant
to the
foregoing.
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(e)
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The
Company shall take all Necessary Action to cause the election of
the chief
executive officer of EPL Holdings, Inc. as a Non-Trimaran Director.
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2
(f)
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Persons
serving on the CAC Board or the boards of other Subsidiaries of
the
Company shall be reimbursed for reasonable, documented travel expenses
incurred in connection with attendance at applicable board meetings.
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(g)
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The
board of directors of each Material Subsidiary shall (i) consist
of the
same proportion of Trimaran Directors and Non-Trimaran Directors
as that
of the CAC Board and (ii) be elected and appointed in the same
manner as
the CAC Board, with each Investor Member that has the right to
designate a
member of the CAC Board having the right to designate a member
of the
board of directors of each Material Subsidiary. The Managing Member
shall
amend Schedule D to reflect any additional Material Subsidiaries.
The
Company shall use its reasonable best efforts to provide that directors
and officers liability insurance maintained by CAC, and indemnification
rights applicable to CAC directors, shall be similarly maintained
or
provided, as applicable, to Members serving in their capacities
as
directors of Material Subsidiaries.
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(h)
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The
Continental Member and FS, for so long as FSEP V or FSA V continues
to
hold Membership Units, shall have observer rights with respect
to CAC
Board meetings.
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(i)
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Until
such time as FS holds less than 15% of the aggregate number of
Membership
Units or (i) the FS Director shall be entitled to serve on the
Compensation Committee of each of the CAC Board and of the board
of
directors of each Material Subsidiary and (ii) FS shall have observer
rights with respect to any other committee of each of the CAC Board
and of
the board of directors of each Material Subsidiary.
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1.2. Schedules
A, B and
C.
1.2.1. Schedules
A, B and C of the
Agreement shall be amended in their entirety to read as set forth in such
Schedules hereto, respectively. Upon the First Closing under the Unit
Purchase Agreement, by executing and delivering this Amendment, each of FSEP
V,
FSA V and Xxxxx Xxxxxxxx shall hereby become a party to, and agrees to be
bound
and comply with the provisions of the Agreement, as amended hereby, as a
“Member” as that term is defined in the Agreement, as if the undersigned had
entered into the Agreement, as amended, as an original party thereto in the
capacity of a “Member,” including, without limitation, for purposes of making
the representations set forth in Article XII of the Agreement, provided that
the
representation in Section 12.01(n) does not apply to the Unit Purchase Agreement
which FS may rely upon, to the extent permitted thereunder, in connection
with
its purchase of Units, and FSA V does not make the representation that it
is a
Qualified Purchaser pursuant to Section 12.01(f).
1.3. Section
3.06 of the
Agreement shall be amended to add the following at the end of said
Section:
The
Members hereby acknowledge and agree that CAC, Trimaran Fund Management,
L.L.C.
and Xxxxxxx Xxxxxx & Co. V, L.P. will enter into an Amendment No. 1
to Monitoring and Management Agreement (the “Management Agreement”),
the form of which is attached as Schedule D hereto.
3
1.4.
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Section
5.01(c) of the Agreement shall be amended in its entirety to read as
follows:
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(c)
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In
the event the Managing Member distributes non-Marketable Securities
to any
Member pursuant to the terms of this Agreement, other than (i)
Newly
Issued Securities, (ii) any securities distributed in connection
with a
dissolution of the Company (other than a dissolution pursuant to
Section
11.01(a)(i)), or (iii) any securities distributed pursuant to Section
5.01(f) of this Agreement, such Member shall enter into a stockholders
agreement with the Managing Member (or its designee) in respect
of such
non-Marketable Securities (A) containing substantially the same
terms and
conditions as set forth in Articles VII, VIII, and XIII, and Sections
9.04, 5.01(f), and 3.04 hereof, (B) providing that the right to
vote such
non-Marketable Securities shall remain with the Company or, if
the Company
has been dissolved, shall lie with the Managing Member and (C)
in the
event that such non-Marketable Securities are distributed to the
limited
partners of the any of the Trimaran Vehicles, containing no greater
restrictions on such Member than apply to the non-Marketable Securities
that are held by the limited partners of such Trimaran Vehicle.
Any such
agreement shall terminate upon the earlier of (i) the time that
the
Managing Member (or its Affiliates) no longer Controls, directly
or
indirectly, CAC, and (ii) the sixth anniversary of an
IPO.
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1.5.
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Section
5.01 of the Agreement shall be amended to add the following provision
at
the end of such section:
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(f)
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Beginning
(i) two (2) years following the consummation of a Qualified Public
Offering (as defined in the Stockholders Agreement), or (ii) any
time
after the value of common stock of CAC, based on any daily closing
price,
previously sold to the public pursuant to a registration statement
or
pursuant to Rule 144 under the Securities Act, exceeds $100 million,
but
not before two (2) years after an IPO, (iii) on the date on or
after an
IPO on which the Trimaran Vehicles shall have Transferred, directly
or
indirectly, Membership Units or shares of CAC common stock representing
more than fifty percent (50%) of the number of shares of CAC common
stock
Beneficially Owned by the Trimaran Vehicles as of the date hereof,
FS
shall be entitled to receive a pro rata distribution of the shares
of CAC
common stock held by the Company in proportion to its ownership
of
membership interests in the Company for subsequent resale in compliance
with applicable securities laws and with the Stockholders Agreement.
In
the event that FS receives any distribution of shares pursuant
to the
foregoing, FS agrees that it shall (i) execute a supplementary
agreement
pursuant to Article IX of the Stockholders Agreement adding FS
as an
Additional Stockholder under such agreement and (ii) comply with
any
customary requests by underwriters with respect to lockup or similar
arrangements with securityholders to the extent major stockholders
are
similarly bound. Any distribution to FS pursuant to this Section
5.01(f)
shall be in termination of its entire collective interest in the
Company,
subject to its rights pursuant to Article X which shall continue
in full
force and effect with respect to
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4
any
period prior to such distribution during which FS was a Member
of the
Company. In the event that any Affiliate of CAC completes an
IPO prior to any distribution pursuant to Section 5.01(f) of this
Agreement, each of the Company and FS shall use commercially reasonable
efforts to preserve each of FS and the Trimaran Vehicles’ rights pursuant
to Section 3.04 of this Agreement.
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1.6.
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Section
7.02(d) of the Agreement shall be amended in its entirety to read
as
follows:
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(d)
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Promptly
following the end of the Election Period, the Company shall notify
each
electing Member of the amount of Newly Issued Securities or Other
Securities (as the case may be) for which it has exercised its
rights
under this Section 7.02, each such Member shall make a Capital
Contribution to the Company in an amount equal to the purchase
price for
such Newly Issued Securities or Other Securities (as the case may
be), and
the Managing Member shall apply such Capital Contributions to the
purchase
by the Company of such Newly Issued Securities or Other Securities
(as the
case may be). The Managing Member, in its reasonable discretion,
shall
determine whether the Newly Issued Securities or Other Securities
(as the
case may be) shall be held by such Member or by the Company and,
if by the
Company, the number and class of new membership interests in the
Company
to be issued in respect of any Capital Contributions by such Member
for
such Newly Issued Securities or Other Securities (as the case may
be) and
the terms and conditions applicable to such membership interests.
The
Managing Member shall amend Schedule B to reflect the purchase
of any such
membership interests. Alternatively, in the event the Managing
Member
determines that such Member shall hold such Newly Issued Securities
or
Other Securities (as the case may be) directly rather than through
its
membership interest in the Company, such Member hereby agrees that
it
shall, upon the Managing Member's request, (i) enter into a shareholders
agreement with the Managing Member (or its designee) in respect
of such
Newly Issued Securities or Other Securities (as the case may be)
containing substantially the same terms and conditions set forth
in
Section 5.01(f) and Articles VII, VIII, and XIII hereof, and providing
that the right to vote such Newly Issued Securities or Other Securities
(as the case may be) shall remain with the Company, or, if the
Company has
been dissolved, shall lie with the Managing Member, until such
time as the
Managing Member (or its Affiliates) no longer Control, directly
or
indirectly, CAC, and (ii) become a party to the Stockholders Agreement
(or
a similar agreement containing registration rights); provided,
in each
case that acquiring such securities directly and entering into
such
stockholders agreement does not violate any of the provisions of
the
underlying agreements governing such Newly Issued Securities or
Other
Securities.
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2.
Reference
to and Effect upon the Agreement. Except as specifically set
forth above, the Agreement shall remain in full force and effect and is hereby
ratified and confirmed. The execution, delivery and effectiveness of
this Amendment shall not constitute an amendment of any provision of the
Agreement, except as specifically set forth herein.
5
3. Headings. The
section
headings contained in this Amendment are solely for the purpose of reference,
are not part of the agreement of the parties hereto, and shall not in any
way
affect the meaning or interpretation of this Amendment.
4.
Counterparts;
Effectiveness. This Amendment
may be signed in any number of counterparts, each of which shall be deemed
an
original, with the same effect as if the signatures thereto and hereto were
upon
the same instrument. This Amendment shall become effective when each
party hereto shall have received counterparts hereof signed by all of the
other
parties hereto.
[Remainder
of page intentionally left
blank]
6
IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Amendment as of the date first written above.
THE
COMPANY
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|||||
TRIMARAN
POLLO PARTNERS, L.L.C.
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By:
TRIMARAN CAPITAL, L.L.C., as
Managing Member
By:
Trimaran Fund Management,
L.L.C.,
its investment manager
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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:
Managing Member
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MANAGING
MEMBER
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TRIMARAN CAPITAL, L.L.C. | |||||
By:
Trimaran Fund Management,L.L.C.,
its
investment manager
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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:
Managing Member
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[
Amendment No. 1 to Second
Amended and Restated Limited Liability Company
Operating
Agreement of Trimaran
Pollo Partners, L.L.C. Signature Page ]
7
OTHER
MEMBERS
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||||
TRIMARAN
FUND II, L.L.C
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By: Trimaran
Fund Management,L.L.C.,
its
investment manager
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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:
Managing Member
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TRIMARAN
PARALLEL FUND II, L.P
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By: Trimaran
Fund Management,L.L.C.,
its
investment manager
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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:
Managing Member
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CIBC
EMPLOYEE PRIVATE EQUITY
FUND
(TRIMARAN) PARTNERS
|
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By:
Trimaran Fund Management,L.L.C.,
its
investment manager
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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:
Managing Member
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[
Amendment No. 1 to Second
Amended and Restated Limited Liability Company
Operating
Agreement of Trimaran
Pollo Partners, L.L.C. Signature Page ]
8
CIBC
CAPITAL CORPORATION
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By: Trimaran
Fund Management,L.L.C.,
its
investment manager
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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:
Managing Member
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[
Amendment No. 1 to Second
Amended and Restated Limited Liability Company
Operating
Agreement of Trimaran
Pollo Partners, L.L.C. Signature Page ]
9
ASP
EPL L.L.C.
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By:
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/s/
Xxxxx
Xxxxxxx
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Name:
Xxxxx Xxxxxxx
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Title:
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[
Amendment No. 1 to Second
Amended and Restated Limited Liability Company
Operating
Agreement of Trimaran
Pollo Partners, L.L.C. Signature Page ]
10
CONTINENTAL
CASUALTY COMPANY
|
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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 and Treasurer
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[
Amendment No. 1 to Second
Amended and Restated Limited Liability Company
Operating
Agreement of Trimaran
Pollo Partners, L.L.C. Signature Page ]
11
MULTI-STRATEGY
HOLDINGS, L.P.
|
||||
By: Multi-Strategy
Holdings Offshore
Advisors,
Inc., its General Partner
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By:
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/s/
Xxxxxxxx
Xxxxxxxx
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Name:
Xxxxxxxx Xxxxxxxx
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Title:
Authorized Signatory
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VF
III HOLDINGS, L.P.
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By: VF
III Holdings Offshore Advisors,
Inc.,
its General Partner
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By:
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/s/
Xxxxxxxx
Xxxxxxxx
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Name:
Xxxxxxxx Xxxxxxxx
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Title:
Authorized Signatory
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[
Amendment No. 1 to Second
Amended and Restated Limited Liability Company
Operating
Agreement of Trimaran
Pollo Partners, L.L.C. Signature Page ]
12
ZG
INVESTMENTS III LTD.
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By:
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/s/
Xxxxxxx X.
Xxxxx
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Name:
Xxxxxxx X. Xxxxx
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Title:
Director
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[
Amendment No. 1 to Second
Amended and Restated Limited Liability Company
Operating
Agreement of Trimaran
Pollo Partners, L.L.C. Signature Page ]
13
BRODY
2005 LLC
|
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By:
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/s/
Xxxxxx
Xxxx
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Name:
Xxxxxx Xxxx
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Title:
Managing Director
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[
Amendment No. 1 to Second
Amended and Restated Limited Liability Company
Operating
Agreement of Trimaran
Pollo Partners, L.L.C. Signature Page ]
14
FEA
III L.P.
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By:
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/s/
Xxxxx Xxx
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Name:
Xxxxx Xxx
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Title:
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[
Amendment No. 1 to Second
Amended and Restated Limited Liability Company
Operating
Agreement of Trimaran
Pollo Partners, L.L.C. Signature Page ]
15
EPL
CORPORATION
|
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By:
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/s/
Xxxxxxx
Xxxxxx
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Name:
Xxxxxxx Xxxxxx
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Title:
President
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[
Amendment No. 1 to Second
Amended and Restated Limited Liability Company
Operating
Agreement of Trimaran
Pollo Partners, L.L.C. Signature Page ]
16
FS
EQUITY PARTNERS V, L.P.
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By: FS
Capital Partners V, LLC,
its
General Partner
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By:
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/s/
Xxxx X.
Xxxx
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Name:
Xxxx X. Xxxx
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Title: Managing
Member
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FS
AFFILIATES V, L.P.
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||||
By: FS
Capital Partners V, LLC,
its
General Partner
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By:
|
/s/
Xxxx X.
Xxxx
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Name:
Xxxx X. Xxxx
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||||
Title:
Managing Member
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||||
/s/
Xxxxx
Xxxxxxxx
|
||||
XXXXX
XXXXXXXX
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[
Amendment No. 1 to Second
Amended and Restated Limited Liability Company
Operating
Agreement of Trimaran
Pollo Partners, L.L.C. Signature Page ]
17
SCHEDULE
A
NAMES
AND ADDRESSES OF MEMBERS
Name
|
Address
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|
ASP
EPL L.L.C.
|
c/o
American Securities Capital Partners, L.P.
000
Xxxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attention: Xxxxx
Xxxxxxx
Telephone: 000-000-0000
Fax: 000-000-0000
|
|
Continental
Casualty Company
|
Xxxx
Xxxx
CNA
000
Xxxxx Xxxxxx Xxxxxx, 00 Xxxxx
Xxxxxxx,
Xxxxxxxx 00000
Attention: Xxxxxxx
Xxxx
Telephone: 000-000-0000
|
|
Multi-Strategy
Holdings, L.P.
|
Multi-Strategy
Holdings, L.P.
00
Xxx Xxxx, 00xx
Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attn: Xxxx
Xxxxxxx
Telephone: 000-000-0000
Fax: 000-000-0000
|
|
VF
III Holdings, L.P.
|
VF
III Holdings, L.P.
00
Xxx Xxxx, 00xx
Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attn: Xxxx
Xxxxxxx
Telephone: 000-000-0000
Fax: 000-000-0000
|
|
Trimaran
Capital, L.L.C.
|
c/o
Trimaran Fund Management, L.L.C.
1325
Avenue of the Xxxxxxxx, 00xx Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attn.: Xxxxxxx
Xxxxxxx
Telephone: 000-000-0000
Fax: 000-000-0000
|
Schedule
X-0
Xxxxxxxx
Xxxx XX,
X.X.X.
|
c/o
Trimaran Fund Management, L.L.C.
1325
Avenue of the Xxxxxxxx, 00xx Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attn.: Xxxxxxx
Xxxxxxx
Telephone: 000-000-0000
Fax: 000-000-0000
|
|
Trimaran
Parallel
Fund II, L.P.
|
c/o
Trimaran Fund Management, L.L.C.
1325
Avenue of the Xxxxxxxx, 00xx Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attn.: Xxxxxxx
Xxxxxxx
Telephone: 000-000-0000
Fax: 000-000-0000
|
|
CIBC
Employee
Private Equity Fund (Trimaran) Partners
|
c/o
Trimaran Fund Management, L.L.C.
1325
Avenue of the Xxxxxxxx, 00xx Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attn.: Xxxxxxx
Xxxxxxx
Telephone: 000-000-0000
Fax: 000-000-0000
|
|
CIBC
Capital
Corporation
|
c/o
Trimaran Fund Management, L.L.C.
1325
Avenue of the Xxxxxxxx, 00xx Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attn.: Xxxxxxx
Xxxxxxx
Telephone: 000-000-0000
Fax: 000-000-0000
|
|
Brody
2005
LLC
|
x/x
Xxx Xxxxxxxxxxxxx
0000
Xxxxxx of the Americas
Xxx
Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx
Xxxx
Telephone: 000-000-0000
Fax: 000-000-0000
|
|
FEA
III
L.P.
|
c/o
Rockdale Capital
000
Xxxxxxx Xxxxxx
Xxxxx,
XX 00000
Attention: Xxxxx
Xxx
Telephone: 000-000-0000
|
Schedule
A-2
EPL
Corporation
|
c/o
Niagara Corporation
000
Xxxxxxx Xxxxxx
00xx
Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx
Xxxxxx
Telephone: 000-000-0000
Fax: 000-000-0000
|
|
ZG
Investments III
Ltd.
|
Courier
Address
Wellesley
House,
90
Pitt’s Bay Road,
Pembroke
HM 08,
BERMUDA
Mailing
Xxxxxxx
X.X.
Xxx XX 0000,
Xxxxxxxx
XX XX,
XXXXXXX
Telephone:
0-000-000-0000
Fax:
0-000-000-0000
Attention:
Xxxx Xxxxx
With
a copy to:
Centre
Group Holdings (US) Limited
000
Xxxx 00xx Xxxxxx
Xxx
Xxxx, XX 00000
Attention:
General Counsel
Tel:
000-000-0000
Fax:
000-000-0000
|
|
FS
Equity Partners V, L.P.
FS
Affiliates V, L.P.
|
FS
Equity Partners V, L.P.
FS
Affiliates V, L.P.
00000
Xxxxx Xxxxxx Xxxxxxxxx
Xxxxx
0000
Xxx
Xxxxxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
With
a copy to:
Xxxxxxx
XxXxxxxxx, LLP
000
Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
|
Schedule
X-0
Xxx
Xxxxxxx, XX 00000-0000
Attention: Xxxxxxx
X. Xxxxx
Tel: 000-000-0000
Fax: 000-000-0000
|
||
Xxxxx
Xxxxxxxx
|
0000
Xxxxx Xxxxxx Xxxxxxxxx
Xxxxx
0000
Xxx
Xxxxxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
|
Schedule
A-4
SCHEDULE
C
INVESTOR
MEMBERS
Name
|
Address
|
|
ASP
EPL L.L.C.
|
c/o
American Securities Capital Partners, L.P.
000
Xxxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attention: Xxxxx
Xxxxxxx
Telephone: 000-000-0000
Fax: 000-000-0000
|
|
Continental
Casualty Company
|
Xxxx
Xxxx
CNA
000
Xxxxx Xxxxxx Xxxxxx, 00 Xxxxx
Xxxxxxx,
Xxxxxxxx 00000
Attention: Xxxxxxx
Xxxx
Telephone: 000-000-0000
|
|
Multi-Strategy
Holdings, L.P.
|
Multi-Strategy
Holdings, L.P.
00
Xxx Xxxx, 00xx
Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attn: Xxxx
Xxxxxxx
Telephone: 000-000-0000
Fax: 000-000-0000
|
|
VF
III Holdings, L.P.
|
VF
III Holdings, L.P.
00
Xxx Xxxx, 00xx
Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attn: Xxxx
Xxxxxxx
Telephone: 000-000-0000
Fax: 000-000-0000
|
|
Brody
2005 LLC
|
x/x
Xxx Xxxxxxxxxxxxx
0000
Xxxxxx of the Americas
Xxx
Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx
Xxxx
Telephone: 000-000-0000
Fax: 000-000-0000
|
|
Schedule
C-1
FEA
III L.P.
|
c/o
Rockdale Capital
000
Xxxxxxx Xxxxxx
Xxxxx,
XX 00000
Attention: Xxxxx
Xxx
Telephone: 000-000-0000
|
|
EPL
Corporation
|
c/o
Niagara Corporation
000
Xxxxxxx Xxxxxx
00xx
Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx
Xxxxxx
Telephone: 000-000-0000
Fax: 000-000-0000
|
|
ZG
Investments III Ltd.
|
Courier
Address
Wellesley
House,
90
Pitt’s Bay Road,
Pembroke
HM 08,
BERMUDA
Mailing
Xxxxxxx
X.X.
Xxx XX 0000,
Xxxxxxxx
XX XX,
XXXXXXX
Telephone:
0-000-000-0000
Fax:
0-000-000-0000
Attention:
Xxxx Xxxxx
With
a copy to:
Centre
Group Holdings (US) Limited
000
Xxxx 00xx Xxxxxx
Xxx
Xxxx, XX 00000
Attention:
General Counsel
Tel:
000-000-0000
Fax:
000-000-0000
|
|
FS
Equity Partners V, L.P.
FS
Affiliates V, L.P.
|
FS
Equity Partners V, L.P.
FS
Affiliates V, L.P.
0000
Xxxxx Xxxxxx Xxxxxxxxx
Xxxxx
0000
Xxx
Xxxxxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
|
Schedule
C-2
With
a copy to:
Xxxxxxx
XxXxxxxxx, LLP
000
Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxx
Xxxxxxx, XX 00000-0000
Attention: Xxxxxxx
X. Xxxxx
Tel: 000-000-0000
Fax: 000-000-0000
|
Schedule-C-3