EXHIBIT
10.4

    


    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
28, 2009

     

    Larry
Pate

    Pilgrim’s
Pride Corporation

    244
Perimeter Center Parkway, NE

    Atlanta,
GA  30346-2302

    


    Dear
Larry:

    


    As
discussed and agreed, Pilgrim’s Pride Corporation will supply to the El Pollo
Loco system the following chicken products:

     

    ** pounds
annually of whole birds, EPL specification **.

    The FOB
price for March 01, 2009 thru May 31, 2009 is ** per pound.  Future
quarterly pricing will be determined by the prior quarter’s average to determine
the ** price:

    


    
      	
              **

            	
              FOB
      **

            


    

    
      	
              ** 

            	
              FOB
      **

            


    

    
      	
              **

            	
              FOB
      **

            


    

    
      	
              **

            	
              FOB
      **

            


    

    
      	
              **

            	
              FOB
      **

            


    

    


    Sized
saddle cuts EPL specification **.

    The FOB
price for March 01, 2009 thru May 31, 2009 is ** per
pound.   Future FOB quarterly pricing will be the cost of the
Whole Birds utilizing the method mentioned, less ** per pound.  As
example, if the quarterly price for Whole Birds FOB origin is determined to be
** per pound, the cost for saddles will be ** per pound FOB
origin.  Pilgrims will supply saddles to the approved outer market
distributors and locations where applicable based on the freight schedule
below:

    


    
      
        	
                Freight
      Rates:

              	 
      	
                **
      Per Pound

              
	 	 	 
	
                MBM

              	
                Rancho Cucamonga, CA

              	
                **

              
	
                MBM

              	
                Pleasanton,
      CA

              	
                **

              
	
                Pilgrims
      direct

              	
                San
      Antonio, TX

              	
                **

              
	
                Pilgrims
      direct

              	
                Salt
      Lake City, UT

              	
                **

              
	
                Pilgrims
      direct

              	
                Carrollton,
      GA

              	
                **

              
	
                Testa
      Produce

              	
                Chicago,
      IL

              	
                **

              
	
                Poultry
      Products

              	
                Hookset,
      NH

              	
                **

              
	
                Yancy’s

              	
                Loveland,
      CO

              	
                **

              
	
                Plymouth
      Poultry

              	
                Seattle,
      WA

              	
                **

              
	
                Produce
      Source

              	
                Virginia
      Beach, VA

              	
                **

              
	
                Maximum
      Poultry

              	
                Pennsauken,
      NJ

              	
                **

              
	
                Crown
      Foods

              	
                St.
      Louis, MO

              	
                **

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    MBM is
not to order saddles from Pilgrims for MBM-Rancho Cucamonga, CA or
MBM-Pleasanton unless provided direction in writing by EPL.

    


    Up to ** pounds of EPL
boneless skinless breast meat, un-marinated or marinated.

    The FOB
price for March 01, 2009 thru May 31, 2009 is ** per pound.  Future
FOB quarterly pricing will be determined by the prior quarter’s average to
determine the ** for Boneless/skinless breast tender out.

    


    **                      FOB  **
floor

    **                      FOB  **

    **                      FOB  **

    **                      FOB  **

    **                      FOB  **

    **                      FOB  **
ceiling

    


    Add ** to
the fresh price for frozen product, EPL specification **.

     

     Up
to ** pounds of Fresh Marinated Thigh meat –EPL specification
**.

    The price
for March 01, 2009 thru May 31, 2009 is ** per pound.   Future
FOB quarterly pricing will be determined by the prior quarter’s average to
determine the ** for Boneless skinless thigh meat special trim.

    


    **                      FOB
** floor

    **                      FOB
**

    **                      FOB
**

    **                      FOB
**

    **                      FOB
** ceiling

    


    Add **
per pound to the fresh price for frozen product, EPL specification
**.

     

    Popcorn
Style chicken (10 lb case-2/5# bags ) EPL specification **.

    The
delivered price to all MBM locations for March 01, 2009 thru May 31, 2009 is **
per pound.  Pricing will be fixed for first year after which it will
be up for re-negotiation for second year.

    


    
      	
               
      

            	
              ·

            	
              Rates
      to Rancho Cucamonga and Pleasanton, California are based on full truck
      loads of fresh product only.  Other outer market locations based
      on current delivered freight rates.

            


    

    
      	
               
      

            	
              ·

            	
              Pilgrim’s
      direct distribution from branches to stores ** per
  pound

            


    

    
      	
               
      

            	
              ·

            	
              CVP
      Product will add ** per pound to fresh
price

            


    

    
      	
               
      

            	
              ·

            	
              LTL
      fright rates to MBM locations on frozen Boneless Thigh meat and frozen
      Boneless breasts are listed below:

            


    

     

    LTL freight rates on Frozen
Breast and Thigh meat to MBM locations:

    100% of
Rocky Mount,NC; ** minimum, ** per pound LTL freight

    100% of
Ft. Worth, TX; ** minimum, ** per pound LTL freight

    


    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 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 03/01/09 through 03/01/11.

    


    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/
      LARRY PATE

              	
                /S/
      GARY CAMPANARO

              
	
                Larry
      Pate

              	
                Gary
      Campanaro

              
	
                Pilgrim’s
      Pride Corporation

              	
                El
      Pollo Loco, Inc.

              


      

    

     

    cc:  Jennifer
Benus, Yvette Johnson/MBM