AMENDMENT NO. 1 TO MONITORING AND MANAGEMENT SERVICES AGREEMENTMonitoring and Management Services Agreement • January 2nd, 2008 • EPL Intermediate, Inc. • Retail-eating places • Delaware
This AMENDMENT NO. 1 (this “Amendment”) to the Monitoring and Management Services Agreement, dated as of November 18, 2005, by and between Chicken Acquisition Corp., a Delaware corporation (the "Company") and Trimaran Fund Management, L.L.C., a Delaware limited liability company (“Trimaran") (the “Monitoring Agreement”) is entered into as of this 26th day of December, 2007 by and among the Company, Trimaran and Freeman Spogli & Co. V, L.P. (“FS”), a Delaware limited partnership. Capitalized terms used herein and not otherwise defined in this Amendment shall have the meanings ascribed to such term in the Monitoring Agreement.
UNIT PURCHASE AGREEMENT AMONG TRIMARAN POLLO PARTNERS, L.L.C., CHICKEN ACQUISITION CORP., EPL INTERMEDIATE, INC., EL POLLO LOCO, INC., FS EQUITY PARTNERS V, L.P., FS AFFILIATES V, L.P., PETER STARRETT AND EACH OF THE SELLING MEMBERS SIGNATORY HERETO...Unit Purchase Agreement • January 2nd, 2008 • EPL Intermediate, Inc. • Retail-eating places • Delaware
This UNIT PURCHASE AGREEMENT, dated as of December 26, 2007 (this “Agreement”), is by and among TRIMARAN POLLO PARTNERS, L.L.C., a Delaware limited liability company (the “Company”); CHICKEN ACQUISITION CORP., a Delaware corporation (“CAC”); EPL INTERMEDIATE, INC., a Delaware corporation (“Intermediate”), EL POLLO LOCO, INC., a Delaware corporation (“EPL”; and collectively with CAC and Intermediate, and each of their respective Subsidiaries (as such term is defined below), the “Company Group”); certain members of the Company (which shall not include any Trimaran Vehicle) who have agreed to sell Membership Units (as defined below) to Purchasers, all of which are listed on Schedule II attached hereto, as amended (collectively, the “Selling Members”); FS EQUITY PARTNERS V, L.P., a Delaware limited partnership (“FSEP V”); FS AFFILIATES V, L.P., a Delaware limited partnership (“FSA V”); and Peter Starrett, an individual (“Starrett” and collectively with FSEP V and FSA V, “Purchasers”).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF TRIMARAN POLLO PARTNERS, L.L.C.Limited Liability Company Operating Agreement • January 2nd, 2008 • EPL Intermediate, Inc. • Retail-eating places
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).
AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENTStockholders Agreement • January 2nd, 2008 • EPL Intermediate, Inc. • Retail-eating places
This AMENDMENT NO. 1 (this “Amendment”) to the Stockholders Agreement is entered into as of this 26th day of December, 2007 by and between Chicken Acquisition Corp., a Delaware corporation (the “Company”), and Trimaran Pollo Partners, L.L.C., a Delaware limited liability company (“Trimaran”). 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).
