EXHIBIT 10.1


CONFIDENTIAL INFORMATION (IDENTIFIED BY * )
HAS BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO
RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAS BEEN SEPARATELY FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION 


February 27,
2007


Larry Pate

Pilgrim’s Pride Corporation

1965 Evergreen Blvd, Ste. 100

Duluth, GA 30096


Dear Larry:


This letter is
an amendment to our letter agreements dated February 15, 2005 and June 11, 2006
to incorporate the changes provided in this agreement. As discussed and agreed
by and between EPL and Pilgrims; Pilgrim’s will supply the EPL system with the
following:


Up to * additional pounds of
Whole Birds, EPL Specification *. This * pounds is in additional to the current
agreement dated February 15, 2005 for approximately * pounds. The new estimated
annual volume now totals * pounds and will be initially priced at * cents per
pound delivered MBM Rancho Cucamonga and MBM Pleasanton effective March 1, 2007
through June 1, 2007. Thereafter, the price be calculated on a quarterly basis,
as shown in the February 15, 2005 agreement, using the average for the prior
quarter to determine the *:


	
 

	
 


	
*

	
delivered
 west coast * floor


	
 

	
 


	
*

	
delivered
 west coast *


	
 

	
 


	
*

	
delivered
 west coast * ceiling





New quarterly
pricing to change June 1, 2007; September 1, 2007; December 1, 2007; March 1,
2008; June 1, 2008; September 1, 2008; and December 1, 2008. 


Pilgrim’s will continue to
supply up to * pounds of Saddle cuts and will be initially priced at * cents
per bound delivered MBM Rancho Cucamonga and MBM Pleasanton effective March 1,
2007 through June 1, 2007. Thereafter, the price will be based on a
floor/ceiling structure off the * quote for *. Pricing will be calculated on a
quarterly basis, as shown in the January 11, 2006 agreement, using the average
for the prior quarter to determine the delivered price. *% of the system volume
will be set aside for the development of an alternate(s) supplier of this
product. 


	
 

	
 


	
*

	
delivered
 west coast * floor


	
 

	
 


	
*

	
delivered west
 coast *


	
 

	
 


	
*

	
delivered
 west coast * ceiling










New quarterly
pricing to change March, 1, 2007; June 1, 2007; September 1, 2007; December 1,
2007; March 1, 2008; June 1, 2008; September 1, 2008; and December 1, 2008. 


For the outer
markets: El Paso, TX, San Antonio, TX, Brownsville, TX, McAllen, TX and
Chicago, IL; they will remain on the existing Saddle cut pricing as identified
in the February 15, 2005 letter agreement. Their quarterly update will now be:
March, 1, 2007; June 1, 2007; September 1, 2007; December 1, 2007; March 1,
2008; June 1, 2008; September 1, 2008; and December 1, 2008. 


The additional outer markets
and contiguous areas of: Windsor, CT; Denver, CO; Albuquerque, NM, Atlanta, GA:
and the Pacific North West, will also follow the same quarterly price schedule.
Their base cost for whole birds and saddles to these markets will be delivered
west coast, minus * per pound, plus the freight cost listed below. The freight
cost will be fixed for the term of the agreement:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Windsor, CT 

	
* Denver, CO 

	
Albuquerque, NM 

	
Atlanta, GA 

	
Pacific No. West 


	


	


	


	


	


	



	
Freight/LB: 

	
*

	
*

	
*

	
** *

	
*





* Denver, CO
pricing for whole birds will be * cents per pound and saddles will remain at *
cents per pound delivered to EPL’s approved distributor through May 31, 2007.
Thereafter Denver, CO pricing will transition to the new pricing schedule
identified in this agreement.


** This figure
includes freight and distribution to EPL locations.


Fresh
Marinated Breast meat – EPL Specification *. Price * delivered to MBM/Rancho
Cucamonga, CA and MBM/Pleasanton, CA. *% of the system volume will be set aside
for the development of an alternate(s) supplier of this product. When EPL
transitions to the un-marinated specification of this product, EPL
Specification *, the price of * will remain the same.


Fresh
Marinated Thigh meat – EPL Specification *. Price * delivered to MBM Rancho
Cucamonga, CA and MBM Pleasanton, CA. *% of the system volume will be set aside
for the development of an alternate(s) supplier of this product.


The price for
the Popcorn style chicken (10# case – 2/5# bags pack) El Pollo Loco
specification * will remain at * delivered MBM Rancho Cucamonga, CA, MBM
Pleasanton, CA, MBM Fort Worth, TX, and MBM Rocky Mount, NC through March 1,
2008 after which it will be up for re-negotiation. 


In the event
EPL, for any reason or through any method, increases the number of restaurants
to which product is to be supplied hereunder, whether owned by EPL or
franchisees of EPL, then EPL shall receive the same or better pricing as that
shown in this agreement for existing restaurants. Nothing herein shall obligate
supplier to supply more than the amount of product described herein, but in the
event that additional product is supplied, the pricing shall be no higher than
that described herein. Further, should 


2






freight or
distribution charges for the product sold to distribution centers servicing the
additional restaurants be substantially different from the agreed to freight
and distribution fees, EPL and supplier agree to make reasonable adjustments
based on such actual increased or decreased charges and negotiated between the
parties in good faith. 


As part of
this Purchase Agreement, Supplier warrants that the prices for the items
identified herein are not higher than those currently extended to any other
customer, with the exception of a former customer of Gold Kist Inc., for the
same or like items in equal or less quantities. If Supplier reduces its price
for such items in equal or less quantities to any other customer during the
term of this Purchase Agreement, Supplier agrees to correspondingly reduce the
price quoted herein.


El Pollo
Loco’s decision to enter into this Purchase Agreement is independent of any
support your firm may or may not choose to provide to the El Pollo Loco system.


This Purchase
Agreement is subject to and incorporates the General Terms and Conditions of
Supply (“T/C”) executed by the parties hereto and currently on file with El
Pollo Loco, Inc. The Purchase Agreement and the T/C collectively constitute the
entire agreement between the parties and supersede all prior or contemporaneous
oral or written agreements.


Terms: Net 10
Days

Pricing contract period 03/01/07 through 03/01/09.


Please sign
and return both copies of this letter. After I have received both signed
copies, I will sign and return a copy for your files. Signing this letter
acknowledges acceptance of the terms and conditions as presented above. 


Larry, thank you for your help
and support on this matter and please contact me with any questions.


	
 

	
 

	
 


	
/S/ Richard
 A. Cogdill

	
 

	
/S/ Joe Stein


	


	
 

	



	
Richard A.
 Cogdill

	
 

	
Joe Stein


	
Chief
 Financial Officer, Sec. & Treas. 

	
 

	
El Pollo
 Loco, Inc.


	
Pilgrim’s
 Pride Corporation

	
 

	
 





cc: Jennifer
Benus, Shanae Brown/MBM


3








EXHIBIT 10.1


El Pollo Loco


GENERAL TERMS AND CONDITIONS OF SUPPLY


                    THESE
GENERAL TERMS AND CONDITIONS shall govern the supply of approved products
(herein referred to, whether singularly or collectively as the “Products”) to the EPL system of
company-owned and franchisee-owned El Pollo Loco Restaurants and shall
constitute the agreement between El Pollo Loco Corporation and those parties,
which have been approved as suppliers (each such approved supplier is referred
to herein as “Supplier”) to the
EPL system.


                    In
consideration of the designation by EPL as an approved Supplier and intending
to be legally bound, Supplier, through the act of supplying the Products to and
for use within the El Pollo Loco system, agrees to the following:


	
 

	
 

	
 


	
 

	
1.

	
Approval – The approval by EPL of a Supplier to the
 El Pollo Loco system (the “Approval”)
 shall be confirmed in a written approval letter (the “Approval Letter”) signed by EPL
 authorized representative, Stephen E. Lash, Director of Supply Chain
 Management. The Approval Letter shall identify a) the Products for which
 Supplier is approved, b) the approved product specification, and c) the
 specific facility (ies) approved to manufacture the product. Supplier’s
 acceptance of the Approval and these General Terms And Conditions shall be
 manifested exclusively through the act of Supplier’s selling the Products for
 use within the El Pollo Loco system.


	
 

	
 

	
 


	
 

	
2.

	
Sale And
 Distribution –
 Supplier shall sell the Products within the El Pollo Loco system only to
 distributors approved by EPL (collectively “Approved
 Distributors”) who are authorized to resell or otherwise transfer
 the Products to El Pollo Loco restaurants. EPL shall inform Supplier of the
 identity of Approved Distributors by periodic written notification. In
 certain circumstances Supplier may be authorized by EPL to sell Products
 within the El Pollo Loco system directly to restaurants or by such other
 distribution means as shall have the prior written approval of EPL. Supplier
 warrants that it will not sell or otherwise transfer Products bearing the
 EPL, Fosters, Coca-Cola, Dr. Pepper or other trademarks owned by or
 authorized for use by or licensed by EPL (“The Marks) trademark, logo or
 other indicia of Fosters®, Dr. Pepper® or Coca-Cola® to any third party,
 except as contemplated above, without the prior written authorization of
 (including distribution of excess products to charitable or other
 organizations, e.g. Second Harvest).










	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
3.

	
Specifications – As a condition to retention of Approval,
 Supplier shall satisfy and comply diligently with all written quality
 assurance requirements of EPL, as they may be amended from time to time in
 the sole discretion of EPL, including but not limited to the EPL product
 specifications which have been furnished to Supplier, the EPL Quality
 Assurance Policies and Procedures which have been furnished to Supplier, and
 all other written quality assurance communications from EPL (together the “Specifications”). The Products shall be
 manufactured, stored and shipped by Supplier in strict compliance with all
 applicable federal, state and local laws and the Specifications. Supplier
 recognized and acknowledges that EPL may, from time to time, make
 representations to third parties regarding the content of various EPL
 products. Accordingly Supplier may not change or materially alter Product
 formulations or processing procedures without EPL prior knowledge and written
 approval. Any deviation whatsoever by Supplier from the Specifications may
 result in immediate termination of the Approval. If the Products are to carry
 the EPL marks, Supplier shall not undertake any activities which are not
 authorized by EPL and which are intended or designed, directly or indirectly,
 to differentiate those Products produced by Supplier from identically
 specified Products produced by other Suppliers for the El Pollo Loco system.


	
 

	
 

	
 


	
 

	
4.

	
Unapproved
 Products – Supplier
 will not knowingly sell any unapproved products for use within the El Pollo
 Loco system. If Supplier is advised by EPL that unapproved products produced
 by Supplier are being sold by identified third parties to the El Pollo Loco
 system, Supplier will undertake best efforts and all commercially reasonable
 necessary steps which are legally within its power to bring about a discontinuance
 of this activity.


	
 

	
 

	
 


	
 

	
5.

	
Confidentiality – Supplier acknowledges that the
 Specifications are the confidential, and proprietary information of EPL to be
 used by Supplier solely for the purpose of supplying Product to the El Pollo
 Loco system. Supplier specifically warrants for itself, its employees and
 agents, that it (they) will not: (a) disclose the Specifications (or any
 portion thereof) nor cause them to be revealed to the general public not to
 any person, corporation or other business association (including any of the
 Approved Distributors or franchisees of El Pollo Loco not specifically
 authorized in writing by EPL to receive them; (b) permit disclosure of the
 Specifications to any of its employees except those who have a “need to know”
 to enable Supplier to perform its obligations; (c) permit anyone to
 reproduce, copy or exhibit the Specifications or any portion thereof or any
 other confidential or proprietary information received from EPL, or (d) use
 the Specifications to produce the Products either for Supplier’s own use or
 for sale or distribution to customers outside the El Pollo Loco system. No
 obligation will exist with respect to any information contained in the
 Specifications which Supplier can establish through written documents was (1)
 known to Supplier from a source other than EPL, or parties authorized to act





2






	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
on behalf of EPL or the El
 Pollo Loco system, prior to receipt of the Specification from EPL or parties
 authorized to act on behalf of EPL or the El Pollo Loco system, or (2)
 substantially the same information that was previously published or became
 available to third parties without restriction through no act or failure to
 act on the part of Supplier, or (3) substantially the same information
 previously available to Supplier from a third party having no obligation to
 hold such information in confidence. If EPL or parties authorized to act on
 behalf of EPL or the El Pollo Loco system, provide Supplier with any
 information which relates to the purchase and sale of the Products, including
 but not limited to Product sales estimates, purchase expectations,
 geographical expansion plans and the like, Supplier shall likewise maintain
 the confidentiality of such information.


	
 

	
 

	
 


	
 

	
6.

	
“Intentionally
 Left Blank”


	
 

	
 

	
 


	
 

	
7.

	
Inspection
 of Facilities – EPL
 shall have the right to inspect upon reasonable advance notice (a) the
 premises of Supplier at which the Products are produced; (b) all of the
 Supplier’s facilities and equipment relating to manufacture, storage and
 delivery of the Products and all components’ and (c) the Products, prior to
 their shipment to the EPL System. At Supplier’s sole cost, all production
 facilities relating to the manufacture of the Products shall be required to
 undergo an annual audit by a nationally recognized third party auditing firm.
 Upon reasonable request by EPL, Supplier shall provide the EPL Quality
 Assurance Department with copies of the complete audit reports. These reports
 shall be considered Confidential Information in accordance with Section 5 of
 this Agreement.


	
 

	
 

	
 


	
 

	
8.

	
Laboratory
 Testing – At EPL
 request, Supplier shall promptly submit for analysis, samples of the Products
 or samples of any components in accordance with any testing schedule
 established from time to time by EPL Supplier agrees to send the samples to
 facilities selected in the sole discretion of EPL, and Supplier agrees to pay
 the reasonable costs of any third party laboratory testing so long as the
 cost for routine inspections does not exceed the sum of Three Thousand Dollars
 ($3,000.00) per annum per individual approved product per location.


	
 

	
 

	
 


	
 

	
9.

	
Records
 Retention – For a
 period of at least two (2) years from the date of shipment (or for such
 longer period if requested by EPL), Supplier agrees to keep corporate records
 of the manufacture, storage, shipment and sale of the Products and, upon
 request by EPL, to make these records available to EPL.


	
 

	
 

	
 


	
 

	
10.

	
Indemnification – As a condition of the Approval, Supplier
 will defend, indemnify and hold harmless EPL its parents, subsidiaries,
 affiliates, Approved Distributors, directors, officers, 





3






	
 

	
 

	
 


	
 

	
 

	
employees,
 representatives, System purchasing agent(s) and EPL franchisees, of and from
 all claims, demands, losses, damages, liabilities, costs and expenses,
 including reasonable attorneys’ fees and costs resulting from Supplier’s act
 or omission resulting in injury, illness and/or death caused, in whole or in
 part, by (i) contact with, use and/or consumption of the Products, including,
 without limitation, any product liability, strict Product liability, or any
 variation thereof, (ii) failure of the Products to comply with applicable
 specifications’ warranties and certifications under this these General Terms
 and Conditions unless (and then only to the extent) such injury, illness
 and/or death is directly caused by EPL, its parents, subsidiaries,
 affiliates, Approved Distributors, EPL franchisees, System purchasing
 agent(s) or unrelated third parties. Such indemnification obligation shall
 continue during the term of this Agreement and for anytime thereafter during
 which Supplier provides Products to the EPL system. EPL agrees to promptly
 advise Supplier if EPL receives notice that a claim has been or will be filed
 with respect to a matter covered by this indemnity and Supplier shall be
 given a reasonable opportunity to assume the defense thereof. Supplier will
 not be liable to EPL, its Approved Distributors, its franchisees, or any
 other EPL affiliates or representatives for special, indirect, incidental or
 consequential damages which may arise from the performance of the terms of
 this Agreement.


	
 

	
 

	
 


	
 

	
11.

	
Insurance – Supplier will maintain, during the
 entire term of the indemnification, comprehensive liability insurance,
 including Product liability coverage, in the following minimum amounts: a)
 Ten Million Dollars ($10,000,000.00) U.S. currency per occurrence for damage,
 injury and/or death to persons, b) One Million Dollars ($1,000,000.00) U.S.
 currency per occurrence for damage and/or injury to property and c) worker’s
 compensation insurance or statutory equivalent as required by law. Such
 coverage shall be on a date of occurrence basis. The insurance coverage
 required herein shall be provided by a reputable insurance company or
 companies. Promptly after receipt of the Approval Letter and annually
 thereafter, Supplier shall provide EPL’s Supply Chain Management Department
 or a successor department with an equivalent function, with certificates of
 insurance evidencing such coverage and naming El Pollo Loco, its parents,
 subsidiaries, and affiliates as additional named insured’s to the extent
 related to Supplier’s provision of Products or services under the Agreement.
 Each certificate shall indicated that the coverage represented thereby shall
 not be canceled until at least thirty (30) days prior written notice has been
 given to EPL. Such insurance shall be carried during the term of this
 Agreement, including extension hereof. Seller reserves the right to self
 insure, and the insurance requirements stated above may be met by any combination
 of self insurance, primary coverage, and excess umbrella policies.


	
 

	
 

	
 


	
 

	
12.

	
Financial
 Reports – Upon
 request and at least once annually, Supplier will provide to EPL financial
 information sufficient to reasonably demonstrate Supplier’s satisfactory financial
 condition. Such information may include annual or quarterly reports, bank
 references or other 





4






	
 

	
 

	
 


	
 

	
 

	
information reasonably
 directed towards a description of Supplier’s current financial status. If
 such information is held confidential by Supplier, release may be conditioned
 upon execution by EPL of a reasonable and limited confidentiality agreement.


	
 

	
 

	
 


	
 

	
13.

	
Audit – During the term of this Agreement and
 for a period of two years after termination, Supplier’s correspondence,
 records and books of account related to the supply of product to the El Pollo
 Loco system, shall be open to inspection and audit by EPL during Supplier’s
 normal business hours.


	
 

	
 

	
 


	
 

	
14.

	
Product
 Withdrawal – Upon
 EPL’s request, Supplier shall provide EPL with a copy of Supplier’s recall
 policy, including a list of key representatives and contact information. In
 the event a party becomes aware of a recall or market withdrawal involving
 any of the Products, such Party agrees to notify the other Party thereof
 promptly and prior to taking action. In the event of a Class I recall under
 regulatory standards promulgated by the U.S.D.A. (“Recall”), market
 withdrawal, or stock recovery of Products manufactured by Supplier, whether
 initiated by Supplier or by decision, action or order of any governmental
 authority due to the actions of Supplier, Supplier shall immediately notify
 at least one key EPL quality assurance representative. Any such Recall shall
 be carried out in the name of Supplier and Supplier shall be responsible for
 all reasonable costs and expenses related to such Recall, such as shipping
 expenses, temporary storage and holding costs, and direct expenses related to
 removal of the product from the market. However, EPL and the Approved
 Distributors acknowledge that Supplier shall have no liability or
 responsibility from or as a result of a recall or withdrawal of any Product
 to the extent such recall or withdrawal is attributable to any act or
 omission of EPL, its Approved Distributor, its franchisee, or other
 affiliate, or any other party not under Supplier’s control.


	
 

	
 

	
 


	
 

	
15.

	
Product
 Allocation – During
 an emergency shortage of the Product, as announced by EPL, or its designated
 representative, Supplier shall stand ready to allocate sales of the Product
 within the El Pollo Loco system among Approved Distributors or otherwise, as
 reasonable directed by EPL, or its designated representative.


	
 

	
 

	
 


	
 

	
16.

	
New
 Products – The
 manufacture, storage, shipment and/or distribution by Supplier of any new or
 modified product intended for use within the El Pollo Loco system shall be
 directed at the sole discretion of EPL or is designated representative,
 during the EPL related research, market testing and roll-out stages of
 development of such product. With respect to distribution and sale within the
 El Pollo Loco system, EPL man, in its sole discretion, direct Supplier to
 allocate sales of the new or modified product among Approved Distributors or
 otherwise.





5






	
 

	
 

	
 


	
 

	
17.

	
No
 Gratuities –
 Supplier will not pay any gratuities, commissions, fees or grant any rebates
 to any employee or officer of EPL his or her personal or private benefit, nor
 favor any officer or employee of EPL with gifts, travel or entertainment of
 any substantial cost or value, nor enter into any business arrangements with employees
 or officers of EPL which benefit them personally or privately. If EPL employs
 third party inspection or testing firms, or a system purchasing agent,
 Supplier agrees that these restrictions shall also apply to the officers and
 employees of such firms as if they were officers and employees of EPL.


	
 

	
 

	
 


	
 

	
18.

	
No Hidden
 Payments – An
 Approved Supplier has an obligation to provide fair and equitable treatment
 of the El Pollo Loco system as a whole. In connection with the direct or
 indirect sale of the Products to the El Pollo Loco system, Supplier will not
 pay or procure or authorize a third party to pay and direct or indirect
 product or cash allowances, rebates, brokerage fees, finders fees,
 commissions or any other consideration of any kind to any third party,
 including without limitation any Approved Distributor, EPL or its employees,
 any El Pollo Loco franchisee or their representative or employees, or any
 other third party associated with the transactions, except as explicitly
 provided in any purchase agreement between the Supplier and any system
 purchasing agent. Supplier warrants and represents that it has not paid, is
 not obligated to pay and will not pay any allowance, rebate or fees to any
 third party in connection with any recommendation or subsequent approval of
 the Supplier as an EPL Supplier.


	
 

	
 

	
 


	
 

	
19.

	
Product
 Information –
 Supplier warrants that any and all “Product Information and Nutritional Data
 Sheet” or “Supplier Profile” or similar information request forms provided by
 EPL to Supplier have been and will in the future be completed by Supplier
 accurately and to the best of Supplier’s knowledge.


	
 

	
 

	
 


	
 

	
20.

	
Supplier Disclosure – Supplier, on behalf of
 itself and its principal officers, warrants and represents that they
 presently do not own any interest, whether direct or indirect, in any El
 Pollo Loco franchise, in any El Pollo Loco restaurant, or in any corporation
 or partnership operating an El Pollo Loco restaurant or in any entity leasing
 real estate for the operation of an El Pollo Loco restaurant. Supplier
 further warrants and represents, on behalf of itself and its principal
 officers, that they do not claim any right to become an El Pollo Loco
 franchisee, to own an interest in any El Pollo Loco restaurant or in a
 corporation operating an El Pollo Loco restaurant. Supplier warrants and
 represents that during the term of this Agreement it will not knowingly
 hereafter acquire, whether directly or indirectly, any interest in any El
 Pollo Loco restaurant, in any El Pollo Loco franchise or in any entity
 leasing real estate for the operation of any El Pollo Loco restaurant.





6







	
 

	
 

	
 


	
 

	
21.

	
Food Warranties – Supplier warrant to EPL
 parents, subsidiaries, affiliates, any system purchasing agent, Approved
 Distributors and its franchisees that all food products including food
 articles, food ingredients and food packaging comprising any approved
 Products, or any part thereof delivered, sold or transferred to EPL, to any
 system purchasing agent, to any Approved Distributor or to any El Pollo Loco
 Restaurant hereunder (a) shall be in full compliance with either Federal
 Food, Drug and Cosmetic Act)’FDCA), as amended, or the rules and regulations
 promulgated from time to time by the United States Department of Agriculture
 (“USDA”), or any other applicable country, federal, state or local law, rule
 or regulation, as the case may be; (b) shall be manufactured, stored and
 delivered in accordance with appropriate “Good Manufacturing Practices” under
 the FDCA or comparable regulations of the USDA and any other applicable
 country, federal, state, or local law, rule or regulation, as applicable; (c)
 shall not be adulterated or misbranded within the meaning of the FDCA or USDA
 and any other applicable country, federal state, or local law, rule or
 regulation, as applicable; (d) shall not be a food product which may not,
 under applicable laws, rules and regulations, be introduced into interstate
 commerce; and (e) shall not be a food product adulterated or misbranded under
 any applicable country, federal, state or local law, rule or regulation. 


	
 

	
 

	
 


	
 

	
22.

	
Product Warranties – Supplier warrants to
 EPL its parents, subsidiaries, affiliates, any system purchasing agent,
 Approved Distributors and its franchisees that that the Products shall be
 merchantable, fit for their intended purpose, pass without objection in the
 trade under the contract description, are of fair average quality within the
 description such that the products shall meet or exceed the Specifications in
 every respect. Supplier warrants that the products are labeled as required by
 the specification and conform to the promises or affirmations of fact made on
 the containers or label if any. Supplier further warrants to EPL that unless
 excluded or modified, other implied warranties may arise from course of
 dealing usage or trade. 


	
 

	
 

	
 


	
 

	
23.

	
Inventory and Production – Supplier shall be
 required to maintain adequate service levels to its EPL customers on a day to
 day basis but responsibility for decisions regarding the maintenance of
 inventory, the addition of new production lines, the construction of a new
 plant and similar element of Supplier’s business shall rest entirely with the
 Supplier. EPL shall have no liability or other responsibility whatsoever for
 loss or damage incurred by Supplier with respect to these decisions,
 including but not limited to loss or damage which may result from changes in the
 Specifications (though EPL will use reasonable efforts to provide advance
 notice of such changes), marketing or sales plans or projections, the
 introduction or deletion of EPL menu items, the termination of the Approval
 pursuant to its terms, or the termination of any other agreement between EPL
 and the Supplier pursuant to its terms. An exception with regard to
 Supplier’s inventory decisions will exist in those instances in which written
 inventory directions are issued 





7






	
 

	
 

	
 


	
 

	
 

	
by EPL with
 respect to emergency shortages or new products and, in such case, EPL
 liability shall be limited to the price allocable to the goods which are
 subject to the inventory direction.


	
 

	
 

	
 


	
 

	
24.

	
No Financial Warranty – EPL does no
 represent or warrant in any respect, whether express or implied, the
 financial condition of any Approved Distributor, any El Pollo Loco franchisee
 or any other party and EPL shall have no liability to Supplier in connection
 therewith. 


	
 

	
 

	
 


	
 

	
25.

	
EPL Trademarks – Supplier shall not, without
 the prior written consent of EPL use the marks or service marks of EPL in any
 manner whatsoever, unless, and then only to the extent, such use is
 authorized by EPL in the Specifications. 


	
 

	
 

	
 


	
 

	
26.

	
Supplier Suspension – Supplier’s approval
 may be suspended or terminated in accordance with the attached EPL
 Approval/Qualification Suspension Procedures, if, in the sole judgment of EPL
 either, (a) any Product as produced by Supplier presents, or is likely to
 present in the immediate future, an imminent health or safety risk to
 consumers, to restaurant employees, to any third party or to the El Pollo
 Loco system in violation of the Specifications or applicable governmental
 health safety or sanitation standards or (b) Supplier has repeatedly failed
 or refused to comply with the Specifications. 


	
 

	
 

	
 


	
 

	
27.

	
Term – Supplier’s status and obligations as
 an Approved Supplier may be terminated by EPL during the term of the Purchase
 Agreement only due to (a) a material breach by EPL of these General Terms and
 Conditions, or (b) a material change in the Specifications which
 substantially affects the cost of producing the Products, or, (c) in EPL’s
 sole discretion and with 60 days advance written notice to Supplier, in the
 event of, the deletion of menu items from the El Pollo Loco menu. 


	
 

	
 

	
 


	
 

	
28.

	
Termination – Upon termination of the
 Supplier’s designation as an Approved Supplier, Supplier shall not thereafter
 identify or represent itself as an Approved Supplier of EPL nor use the
 Specifications nor any of EPL trade secrets and proprietary information for
 any purpose. Supplier shall also cease to use, in any manner whatsoever, any
 of the trademarks and/or service marks of EPL and shall return to EPL (or at
 the option of EPL shall destroy) all copies of the Specifications. Upon termination
 of the Supplier’s designation as an Approved Supplier, the former Supplier
 will remain liable to EPL for any loss resulting from the unauthorized use of
 any intellectual property. It is the express intention of the parties that
 this liability survive the Supplier’s termination. 





8






	
 

	
 

	
 


	
 

	
29.

	
Approval No Promise of Sale – The Approval
 and these General Terms And Conditions do not constitute a commitment on the
 part of EPL or any Approved Distributor or any system purchasing agent or any
 El Pollo Loco franchisee or any other person to purchase any Products from
 Supplier. The purpose of the Approval and the General Terms and Conditions is
 to set forth the terms under which Supplier may provide the Products to the
 El Pollo Loco system.


	
 

	
 

	
 


	
 

	
30.

	
Governing Terms And Conditions – These General Terms And Conditions shall govern and
 control any Purchase Agreement regardless of conflicting terms which may be
 contained in any form or document previously or hereafter submitted by
 Supplier and all such competing and conflicting terms are hereby
 unconditionally rejected. 


	
 

	
 

	
 


	
 

	
31.

	
EPL Not A Fiduciary – To the extent that EPL
 elect to negotiate a Purchase Agreement with Supplier on behalf of third
 party Approved Distributors and established commitments between these parties
 for the sale and purchase of products, it is understood and agreed that EPL
 will not be acting as a fiduciary on behalf of any such third party Approved
 Distributor. 


	
 

	
 

	
 


	
 

	
32.

	
Transportation of Products – Supplier
 represents and warrants the following with respect to all interstate product
 shipments to any Approved Distributors, pursuant to any Purchase Agreement,
 which are arranged and/or paid for by Supplier:








	
 

	
 

	
 


	
 

	
(1)

	
That
 Supplier will use duly authorized contract and/or common carriers that comply
 with Surface Transportation Board (“STB”) rules and regulations and that
 supplier agrees to follow and comply with any EPL specifications which may
 exist with respect to the shipment of the product.


	
 

	
 

	
 


	
 

	
(2)

	
That all
 transportation rates of common carriers selected by the Supplier to perform
 such movements to EPL or an Approved Distributor are published and on file
 with the STB and have become effective prior to the tender of such shipments
 to those carriers; and


	
 

	
 

	
 


	
 

	
(3)

	
That the
 contract carriage rates of contract carriages selected by the Supplier to
 effectuate such hauls to EPL or an Approved Distributor are commemorated in
 bilateral written transportation contracts between the Supplier and those
 contract carriers wherein the Supplier has committed itself to tender a
 series of shipments during the term of each such contact and the contract
 carriers have agreed either to dedicate equipment to the needs of the
 Supplier or to render the specialized carriage services identified in the
 body of those contracts. Supplier shall indemnify and hold harmless EPL and
 each Approved Distributor from any and all claims, suits or liabilities,
 including attorneys fees, arising out of a breach of the foregoing
 representation and warranty. 





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33.

	
No Waiver – Failure of EPL to exercise any
 right or option given to it under these General Terms and Conditions, or to
 insist upon strict compliance by Supplier with these General Terms And
 Conditions shall not constitute a waiver with respect to any other or
 subsequent breach, nor a waiver by EPL of its right at any time thereafter to
 require exact and strict compliance with these General Terms And Conditions.
 The rights or remedies set forth herein are in addition to any other rights
 or remedies which may be granted by law. 


	
 

	
 

	
 


	
 

	
34.

	
Independent Contractor – Supplier
 acknowledges that it is an independent contractor and is not an agent,
 partner, joint venture nor employee of EPL Supplier shall have no authority
 to bind or otherwise obligate EPL in any manner nor shall Supplier represent
 to anyone that it has a right to do so. 


	
 

	
 

	
 


	
 

	
35.

	
Notices – All notices required hereunder
 shall be in writing and shall be deemed given when delivered or deposited in
 the United States mail addressed, if to EPL Attention: Supply Chain Management,
 with a copy to the Attention of Steve Lash located at the same address, and
 if to Supplier, to the person and at the address identified on the Approval
 Letter. Notice may also be given by transmitting a facsimile to the facsimile
 number provided by the other party. Either party may change its mailing
 address or facsimile number by giving notice to the other party as described
 herein. 


	
 

	
 

	
 


	
 

	
36.

	
Governing Law and Forum – The agreement represented by the Approval,
 and the General Terms And Conditions shall be deemed made and entered into in
 the State of Delaware and shall be governed and construed under and in
 accordance with the laws of the State of Delaware. EPL and Supplier further
 agree that, in the event of litigation arising out of or in connection with
 these matters, they will not contest or challenge the jurisdiction or venue
 of these courts. If any matters in dispute are required to be settled by
 litigation, such trials will be decided by a judge. THE PARTIES WAIVE TRIAL
 BY JURY IN ANY SUCH ACTION(S) AND CONFIRM THAT THIS WAIVER IS A MATERIAL
 INDUCEMENT TO THEIR BUSINESS TRANSACTIONS. If a dispute arises from or
 relates to transactions between the parties, the parties shall endeavor to
 settle the dispute first through direct discussions and negotiations. If the
 dispute cannot be settled through direct discussions, the parties shall
 endeavor to settle the dispute by mediation under the Commercial Mediation
 Procedures of the American Arbitration Association before recourse to the
 arbitration procedures contained in this Agreement. If a dispute has not been
 resolved within 90 days after the written notice beginning the mediation
 process (or a longer period, if the parties agree to extend the mediation),
 the mediation shall terminate and the dispute shall be settled 





10






	
 

	
 

	
 


	
 

	
 

	
by binding arbitration in the state of Delaware or such other
 location to be agreed upon by the parties. The arbitration will be conducted
 in accordance with the procedures in this document and the Commercial
 Arbitration Rules (the “Rules”) of the American Arbitration Association in
 effect on the date this Agreement became effective, or such other rules and
 procedures as the parties may designate by mutual agreement. In the event of
 a conflict, the provisions of this Agreement will control. The arbitration
 shall be conducted by a single arbitrator as agreed upon by the parties. Any
 issue concerning the extent to which any dispute is subject to arbitration,
 or concerning the applicability, interpretation, or enforceability of these
 procedures, including any contention that all or part of these procedures are
 invalid or unenforceable, shall be governed by the agreement between the
 parties and the Federal Arbitration Act and resolved by the arbitrators. No
 potential arbitrator shall be appointed unless he or she has agreed in
 writing to abide and be bound by these procedures. The individual arbitrator
 shall have no power to award non-monetary or equitable relief of any sort.
 The arbitrator shall also have no power to award (a) damages inconsistent
 with any applicable agreement between the parties or (b) punitive damages or
 any other damages not measured by the prevailing party’s actual damages; and
 the parties expressly waive their right to obtain such damages in arbitration
 or in any other forum. In no event, even if any other portion of these
 provisions is held to be invalid or unenforceable, shall the arbitrator have
 power to make an award or impose a remedy that could not be made or imposed
 by a court deciding the matter in the same jurisdiction. Discovery shall be
 permitted in connection with the arbitration only to the extent, if any,
 expressly authorized by the arbitrator upon a showing of substantial need by
 the party seeking discovery. All aspects of the arbitration shall be treated
 as confidential. The parties and the arbitrator may disclose the existence,
 content or results of the arbitration only as provided in the Rules or by the
 parties. Before making any such disclosure, a party shall give written notice
 to all other parties and shall afford such parties a reasonable opportunity
 to protect their interests. The result of the arbitration will be binding on
 the parties, and judgment on the arbitration award may be entered in any
 court having jurisdiction. The prevailing party in any dispute that is
 resolved by arbitration under this provision shall be entitled to recover
 from the other party reasonable attorney’s fees, costs and expenses incurred
 by the prevailing party in connection with such arbitration proceeding.


	
 

	
 

	
 


	
 

	
37.

	
Amendments – These General Terms And
 Conditions may not be waived, modified or amended unless expressly stated in
 writing signed by both parties. 


	
 

	
 

	
 


	
 

	
38.

	
Severability – If any provision of the
 Approval Letter or the General Terms And Conditions, or any related agreement
 may be construed in two ways, one of which would render the provision 





11






	
 

	
 

	
 


	
 

	
 

	
illegal or
 otherwise voidable and unenforceable and the other of which would render the
 provision valid and enforceable, such provision shall have the meaning which
 renders it valid and enforceable. The language of all provisions of these
 agreements shall be construed according to its fair meaning and not strictly
 against EPL or Supplier. It is the intention of the parties that the
 provisions of these agreements be enforced to the fullest extent. In the
 event that any court shall determine that any provision in these agreements
 is unenforceable as written, the parties agree that the provision shall be
 amended so that it is enforceable to the fullest extent permissible under the
 law. The provisions of these agreements are severable and they shall be
 interpreted and enforced as if all completely invalid or unenforceable
 provisions were not contained in these agreements. Partially valid and
 enforceable provisions shall be enforced to the extent that they are
 partially valid and enforceable.


	
 

	
 

	
 


	
 

	
39.

	
Survival – Any provision of these Terms And
 Conditions which imposes, whether expressly or by its nature, upon either
 party an obligation after termination or expiration of the related agreement
 shall survive termination or expiration thereof and be binding upon either
 party. 


	
 

	
 

	
 


	
 

	
40.

	
Interpretation – Paragraph captions are used
 only for convenience and are in no way to be construed as part of these Terms
 and Conditions or as a limitation of the scope of the particular paragraphs
 to which they refer. Words of any gender used in the Terms and Conditions
 shall include any other gender, and words in the singular shall include the
 plural where the context requires. 


	
 

	
 

	
 


	
 

	
41.

	
Binding Effect And Assignment – This
 Agreement represented by the Approval and the General Terms and Conditions of
 Supply shall be binding upon the parties, their successors, heirs and
 assigns, provided that it shall not be assigned or transferred in whole or in
 part by Supplier without the express written consent of EPL. 


	
 

	
 

	
 


	
 

	
42.

	
Integration Clause – These General Terms And
 Conditions shall together with the Approval Letter, constitute the entire
 agreement between EPL and Supplier with respect to the Approval and shall,
 when effective supersede any and all prior negotiations, understandings,
 and/or agreements, oral or written, between the parties hereto with respect
 to the subject matter hereof. 





12