AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF TRIMARAN POLLO PARTNERS, L.L.C.

This AMENDMENT NO. 2 (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 30th day of January, 2008 by and among the Company, Trimaran, and the parties whose names are set forth on Schedule C 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).

 

 

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, Chicken Acquisition Corp., a Delaware corporation, EPL Intermediate, Inc., a Delaware corporation, El Pollo Loco, Inc., a Delaware corporation, certain members of the Company signatories thereto, FS Equity Partners V, L.P. (“FSEP V”), FS Affiliates V, L.P. (“FSA V”) and Peter Starrett, (“Starrett” and collectively with FSEP V and FSA V, “FS”), 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.      Officers

 

1.1.1.   Section 3.03(e) of the Agreement shall be amended to read in its entirety as follows:

 

(e)        The following persons are hereby appointed officers of the Company:

 

 

Andrew R. Heyer – President

Dean C. Kehler -- Vice President

Jay R. Bloom -- Vice President and Secretary

Alberto Robaina -- Assistant Secretary

 

1.2.      CAC Board

 

1.2.1.   Section 3.04(a) of the Agreement shall be amended to read in its entirety as follows:

 

(a)        The board of directors of CAC (the “CAC Board”) shall consist of a total of 9 directors.  Except as provided by Section 3.04(c) below, the Managing Member may 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.

 

1.2.2.   Section 3.04(b) of the Agreement shall be amended to read in its entirety as follows:

 

(b)        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.”  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.

 

1.2.3.   Section 3.04(c) of the Agreement shall be amended to read in its entirety as follows:

 

(c)        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) that 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 John M. Roth) until such time as FS collectively holds less than 5% of the aggregate number of Membership Units outstanding, and (ii) 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.

 

 

1.2.4.   Section 3.04(d) of the Agreement shall be amended to read in its entirety as follows:

 

(d)        Notwithstanding anything to the contrary herein, any Non-Trimaran Director shall be reasonably acceptable to the Managing Member (it being understood that John M. Roth, Jon D. Ralph and Benjamin D. Geiger 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.

 

1.3.      Distributions

 

1.3.1.   Section 5.01(d) of the Agreement shall be amended to read in its entirety as follows:  [reserved].

 

1.3.2.   Section 5.01(e) of the Agreement shall be amended to read in its entirety as follows:  [reserved].

 

1.4.      Transfers to Affiliates

 

1.4.1.   Section 8.05 of the Agreement shall be amended to read in its entirety as follows:

 

Subject to Section 8.06, any Member may Transfer any Membership Units to an Affiliate of such Member; provided that such Transfer shall not be effective unless and until the Managing Member is reasonably satisfied that such Transfer complies with the conditions set forth in clauses (i) through (iv) of Section 8.01(c); and, provided further that, notwithstanding anything to the contrary herein, transfers to Affiliates shall not trigger the right of first offer, tag-along or drag-along rights described in Sections 8.02, 8.03 and 8.04, respectively.

 

1.5.      Schedules A, B and C.

 

1.5.1.   Schedules A, B and C of the Agreement shall be amended in their entirety to read as set forth in such Schedules hereto, respectively.

 

1.6.      The definition of "American Securities" shall be deleted in its entirety.

 

 

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.

 

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]

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment as of the date first written above.

 

 

	THE COMPANY
	TRIMARAN POLLO PARTNERS, L.L.C.
	By:	/s/ Jay R. Bloom
		Name:	Jay R. Bloom
		Title:	Vice President and Secretary

 

 

	MANAGING MEMBER
	TRIMARAN CAPITAL, L.L.C.
	By:	/s/ Jay R. Bloom
		Name:	Jay R. Bloom
		Title:	Managing Director

 

[ Amendment No. 2 to Second Amended and Restated Limited Liability Company

Operating Agreement of Trimaran Pollo Partners, L.L.C. Signature Page ]

 

 

 

	OTHER MEMBERS
	TRIMARAN FUND II, L.L.C.
	By:	/s/ Jay R. Bloom
		Name:	Jay R. Bloom
		Title:
	TRIMARAN PARALLEL FUND II, L.P.
	By:	/s/ Jay R. Bloom
		Name:	Jay R. Bloom
		Title:
	CIBC EMPLOYEE PRIVATE EQUITY
	FUND (TRIMARAN) PARTNERS
	By:	/s/ Jay R. Bloom
		Name:	Jay R. Bloom
		Title:

[ Amendment No. 2 to Second Amended and Restated Limited Liability Company

Operating Agreement of Trimaran Pollo Partners, L.L.C. Signature Page ]

 

 

	CIBC CAPITAL CORPORATION
	By:	/s/ Jay R. Bloom
		Name:	Jay R. Bloom
		Title:

[ Amendment No. 2 to Second Amended and Restated Limited Liability Company

Operating Agreement of Trimaran Pollo Partners, L.L.C. Signature Page ]

 

 

 

	CONTINENTAL CASUALTY COMPANY
	By:	/s/ Marilou R. McGirr
		Name:	Marilou R. McGirr
		Title:	Vice President and Assistant Treasurer

[ Amendment No. 2 to Second Amended and Restated Limited Liability Company

Operating Agreement of Trimaran Pollo Partners, L.L.C. Signature Page ]

 

 

 

	MULTI-STRATEGY HOLDINGS, L.P.
	By:	Multi-Strategy Holdings Offshore
		Advisors, Inc., its General Partner
	By:	/s/ Ryan Boucher
		Name:	Ryan Boucher
		Title:	Vice President

	VF III HOLDINGS, L.P.
	By:	VF III Holdings Offshore Advisors,
		Inc., its General Partner
	By:	/s/ Ryan Boucher
		Name:	Ryan Boucher
		Title:	Vice President

[ Amendment No. 2 to Second Amended and Restated Limited Liability Company

Operating Agreement of Trimaran Pollo Partners, L.L.C. Signature Page ]

 

 

 

	ZG INVESTMENTS III LTD.
	By:	/s/ Michael Deevy
		Name:	Michael Deevy
		Title:	Director

[ Amendment No. 2 to Second Amended and Restated Limited Liability Company

Operating Agreement of Trimaran Pollo Partners, L.L.C. Signature Page ]

 

 

	BRODY 2005 LLC
	By:	/s/ Howard Kaye
		Name:	Howard Kaye
		Title:	Managing Member

[ Amendment No. 2 to Second Amended and Restated Limited Liability Company

Operating Agreement of Trimaran Pollo Partners, L.L.C. Signature Page ]

 

 

	FS EQUITY PARTNERS V, L.P.,
	By:	FS Capital Partners V, LLC
		its General Partner
	By:	/s/ John M. Roth
		Name:	John M. Roth
		Title:	Managing Member

	FS AFFILIATES V, L.P.
	By:	FS Capital Partners V, LLC,
		its General Partner
	By:	/s/ John M. Roth
		Name:	John M. Roth
		Title:	Managing Member

[ Amendment No. 2 to Second Amended and Restated Limited Liability Company

Operating Agreement of Trimaran Pollo Partners, L.L.C. Signature Page ]

 

SCHEDULE A

 

NAMES AND ADDRESSES OF MEMBERS

 

SCHEDULE B

 

CAPITAL CONTRIBUTIONS AND

MEMBERSHIP UNITS

 

 

 

 

 

SCHEDULE C

 

INVESTOR MEMBERS