0001144204-08-017002 Sample Contracts

EMPLOYMENT AGREEMENT JERRY LOVEJOY
Employment Agreement • March 24th, 2008 • EPL Intermediate, Inc. • Retail-eating places • California

EMPLOYMENT AGREEMENT (the "Agreement") dated as of June 28, 2007 by and between El Pollo Loco, Inc. (the "Company") and Jerry Lovejoy (the "Executive").

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AMENDMENT NO.1 TO STOCKHOLDERS AGREEMENT
To Stockholders Agreement • March 24th, 2008 • EPL Intermediate, Inc. • Retail-eating places

This Amendment No.1 to STOCKHOLDERS AGREEMENT amends as of on or about April 20, 2006 the Stockholders Agreement dated as of November 18, 2005 (the “Agreement”) by and between Chicken Acquisition Corp., a Delaware corporation (the “Company”), Trimaran Pollo Partners, L.L.C., a Delaware limited liability company (“Trimaran”), the individuals set forth on Schedule A hereto (together with the employees of the Company or its Subsidiaries (as defined in Section 1.1) who become parties to this Agreement pursuant to the terms and conditions of this Agreement, the “Management Stockholders”)) and such other Persons that become parties to this Agreement pursuant to the terms and conditions of this Agreement (the “Additional Stockholders”). Capitalized terms not defined herein have the meanings set forth in the Agreement.

AMENDMENT NO. ______ TO EMPLOYMENT AGREEMENT
Employment Agreement • March 24th, 2008 • EPL Intermediate, Inc. • Retail-eating places

This Amendment to Employment Agreement is made as of March 19, 2008, by and between El Pollo Loco, Inc. (the “Company”) and______________________ (the “Executive”). This Amendment amends, effective as of the date hereof, the Employment Agreement dated as of _______________________ , between the Company and the Executive.

PAYMENT AND SUBSCRIPTION AGREEMENT
Payment and Subscription Agreement • March 24th, 2008 • EPL Intermediate, Inc. • Retail-eating places • New York

This Payment and Subscription Agreement (the "Agreement") is made and entered into as of December 19, 2007 among El Pollo Loco, Inc. (the "Company"), a Delaware corporation, Chicken Acquisition Corp. ("CAC"), a Delaware corporation, and Trimaran Fund II, LLC ("Purchaser"), a Delaware limited liability company.

FEE AGREEMENT
Fee Agreement • March 24th, 2008 • EPL Intermediate, Inc. • Retail-eating places • New York

This Fee Agreement (the "Agreement") is made and entered into as of December 19, 2007 among El Pollo Loco, Inc. (the "Company"), a Delaware corporation, Chicken Acquisition Corp. ("CAC"), a Delaware corporation, and Trimaran Fund II, LLC ("Provider"), a Delaware limited liability company.

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