0001193125-14-275282 Sample Contracts

—] Shares El Pollo Loco Holdings, Inc. UNDERWRITING AGREEMENT

Underwriting Agreement • July 22nd, 2014 • El Pollo Loco Holdings, Inc. • Retail-eating places • New York

• Contract Type
  Underwriting Agreement
• Filed
  July 22nd, 2014
• Company
  El Pollo Loco Holdings, Inc.
• Industry
  Retail-eating places
• Jurisdiction
  New York

EL POLLO LOCO HOLDINGS, INC. NONQUALIFIED STOCK OPTION AGREEMENT

Award Agreement • July 22nd, 2014 • El Pollo Loco Holdings, Inc. • Retail-eating places • Delaware

• Contract Type
  Award Agreement
• Filed
  July 22nd, 2014
• Company
  El Pollo Loco Holdings, Inc.
• Industry
  Retail-eating places
• Jurisdiction
  Delaware

THIS AWARD AGREEMENT (this “Award Agreement”), is made effective as of [ ], 2014 (the “Date of Grant”), by and between El Pollo Loco Holdings, Inc., a Delaware corporation (the “Company”), and (the “Participant”):

AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT

First Lien Credit Agreement • July 22nd, 2014 • El Pollo Loco Holdings, Inc. • Retail-eating places • New York

• Contract Type
  First Lien Credit Agreement
• Filed
  July 22nd, 2014
• Company
  El Pollo Loco Holdings, Inc.
• Industry
  Retail-eating places
• Jurisdiction
  New York

This AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT, dated as of July 9, 2014 (this “Amendment”), to the Credit Agreement (as defined below), is entered into by and among El Pollo Loco, Inc., a Delaware corporation (“Borrower”), EPL Intermediate, Inc., a Delaware corporation (“Parent”), the Lenders and Jefferies Finance LLC, as administrative agent and collateral agent for the Credit Agreement (the “Administrative Agent”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT

Director and Officer Indemnification Agreement • July 22nd, 2014 • El Pollo Loco Holdings, Inc. • Retail-eating places • Delaware

• Contract Type
  Director and Officer Indemnification Agreement
• Filed
  July 22nd, 2014
• Company
  El Pollo Loco Holdings, Inc.
• Industry
  Retail-eating places
• Jurisdiction
  Delaware

AGREEMENT, dated as of , 2014 (this “Agreement”), between El Pollo Loco Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

FORM OF NON-OFFICER DIRECTOR RESTRICTED SHARE AGREEMENT UNDER EL POLLO LOCO HOLDINGS, INC.

Restricted Share Agreement • July 22nd, 2014 • El Pollo Loco Holdings, Inc. • Retail-eating places • Delaware

• Contract Type
  Restricted Share Agreement
• Filed
  July 22nd, 2014
• Company
  El Pollo Loco Holdings, Inc.
• Industry
  Retail-eating places
• Jurisdiction
  Delaware

This Award Agreement (this “Restricted Share Agreement”), dated as of , 20 (the “Date of Grant”), is made by and between El Pollo Loco Holdings, Inc., a Delaware corporation (the “Company”) and [ ] (the “Non-Officer Director”). Capitalized terms not defined herein shall have the meaning ascribed to them in the El Pollo Loco Holdings, Inc. 2014 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.