AGENCY AND ASSIGNMENT
AGREEMENT AND AMENDMENT NO. 1 TO THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS





This
AGENCY AND ASSIGNMENT AGREEMENT AND AMENDMENT NO. 1 TO THE CREDIT AGREEMENT AND
THE OTHER LOAN DOCUMENTS (this “Agreement”), dated as
of October 21, 2010, is entered into by and is among GE CAPITAL FINANCIAL
INC., a Utah industrial loan corporation (“GECFI”; and in its
capacities as the successor Administrative Agent (as such term and each other
capitalized term used but not defined herein having the meaning given to it in
the Credit Agreement described below) and as the successor Collateral Agent,
collectively, the “Successor Agent”),
JEFFERIES FINANCE LLC (“Jefferies”; and in
its capacities as the existing Administrative Agent and as the existing
Collateral Agent, collectively, the “Existing Agent”), the
Lenders signatory hereto, Jefferies, as the existing Issuing Bank (in such
capacity, the “Existing Issuing
Bank”), GECFI as the successor Issuing Bank (in such capacity, the “Successor Issuing
Bank), EL POLLO LOCO, INC., as the borrower (“Borrower”) and EPL
INTERMEDIATE, INC., as a guarantor (“Holdings”).




W
I T N E S S E T H:





WHEREAS, Borrower, Holdings,
the Lenders, Jefferies, as the Existing Issuing Bank, and as the Existing Agent
and the other Agents signatory thereto are parties to that certain Credit
Agreement dated as of May 22, 2009 (as amended, restated, supplemented or
otherwise modified to the date hereof, the “Credit Agreement”);
and




WHEREAS,pursuant to the
Credit Agreement, the Existing Issuing Bank has directly or indirectly through
Wells Fargo Bank, National Association (successor by merger to Wachovia Bank,
National Association) caused the Letters of Credit listed on Schedule 1.01(f)
attached hereto (collectively, the “Existing Letters of
Credit”) to be issued under the Credit Agreement prior to the Effective
Date (as defined herein) for the account of Borrower; and




WHEREAS,pursuant to that
certain Assignment and Acceptance, dated as of the date hereof, by and between
Jefferies, as assignor, and GECFI, as assignee, and accepted and consented to by
Borrower and the Successor Agent (the “Loan Assignment”), Jefferies as the only
Lender under the Credit Agreement will assign to GECFI and GECFI will assume all
of Jefferies’ rights and obligations as a Lender under the Credit Agreement,
including the Loan and Commitment outstanding as of the Effective Date;
and




WHEREAS, Jefferies desires to
resign as the Administrative Agent, the Collateral Agent and the Issuing Bank
under the Credit Agreement and the other Loan Documents (except the Jefferies
Fee Letter (as hereinafter defined)); and




WHEREAS, the Lenders desire to
appoint GECFI as the successor Administrative Agent and the successor Collateral
Agent under the Credit Agreement and the other Loan Documents (except the
Jefferies Fee Letter); and




WHEREAS, the parties hereto
desire to appoint GECFI as the successor Issuing Bank under the Credit Agreement
and the other Loan Documents (except the Jefferies Fee Letter);and









WHEREAS, the parties hereto
desire to consent to each such resignation and appointment and to amend the Loan
Documents as set forth herein.




NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the parties hereto hereby agree as follows:




1.      Resignations
and Appointmentsof
Agency Roles.Jefferies hereby
resigns as the Administrative Agent and the Collateral Agent under the Credit
Agreement and the other Loan Documents (except that certain confidential Fee
Letter, dated as of May 22, 2009, among Holdings, Borrower and Jefferies Finance
LLC (the “Jefferies
Fee Letter”), effective as of the Effective Date (as hereinafter
defined), and each of the other parties hereto hereby accepts such resignation
and waives any requirement and other provision to the contrary under the Credit
Agreement and/or the other Loan Documents with respect to such resignation,
including, without limitation, any notice requirement.  The Lenders
hereby appoint GECFI as the successor Administrative Agent and the successor
Collateral Agent under the Credit Agreement and the other Loan Documents (except
the Jefferies Fee Letter), and each of the other parties hereto hereby consents
to each such appointment and waives any requirement or other provision to the
contrary under the Credit Agreement and/or the other Loan Documents with respect
to each such appointment, including, without limitation, any notice
requirement.  GECFI hereby accepts such appointment as the successor
Administrative Agent and the successor Collateral Agent under the Credit
Agreement and the other Loan Documents (except the Jefferies Fee
Letter), effective as of the Effective Date, and agrees to serve in such
capacities pursuant to the relevant terms of the Credit Agreement and the other
Loan Documents (except the Jefferies Fee Letter).  Each of the parties
hereto hereby confirms that, effective as of the Effective Date, notwithstanding
anything in the Credit Agreement and/or the other Loan Documents to the
contrary, GECFI shall be vested with all the rights, powers, privileges and
duties of the Administrative Agent and the Collateral Agent under the Credit
Agreement and the other Loan Documents (except the Jefferies Fee Letter) and
Jefferies shall be discharged from its duties and obligations as the
Administrative Agent and the Collateral Agent under the Credit Agreement and the
other Loan Documents (except the Jefferies Fee Letter) (it being understood
and agreed that, after the Effective Date, pursuant to Section 10.06 of the
Credit Agreement, the provisions of Article X, Section 11.03
and Sections
11.08 to 11.10 of the
Credit Agreement, shall continue in effect for the benefit of, and the
provisions of Section
11.12 of
the Credit Agreement shall continue to bind up to the one year anniversary of
the Effective Date, Jefferies as the retiring Administrative Agent and the
retiring Collateral Agent, its sub-agents and Affiliates in respect of any
actions taken or omitted to be taken by any of them while it was acting as the
Administrative Agent and Collateral Agent).




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2.      Resignation
and Appointment of Issuing Bank.  Jefferies hereby resigns as
the Existing Issuing Bank under the Credit Agreement and the other Loan
Documents (except the Jefferies Fee Letter), such resignation to be effective as
of the Effective Date, and each of the other parties hereto hereby accepts such
resignation and waives any requirement or other provision to the contrary under
the Credit Agreement and/or the other Loan Documents with respect to such
resignation, including, without limitation, any notice
requirement.  Each of the parties hereto hereby (i) appoints GECFI as
the Issuing Bank under the Credit Agreement and the other Loan Documents (except
the Jefferies Fee Letter) and (ii) consents to such appointment and waives any
requirement or other provision to the contrary under the Credit Agreement and/or
the other Loan Documents with respect to each such appointment, including,
without limitation, any notice requirement.  GECFI hereby accepts such
appointment as the Issuing Bank under the Credit Agreement and the other Loan
Documents (except the Jefferies Fee Letter) effective as of the Effective Date,
and agrees to serve in such capacities pursuant to the relevant terms of the
Credit Agreement and the other Loan Documents.  Each of the parties
hereto hereby confirms that, effective as of the Effective Date, notwithstanding
anything in the Credit Agreement and/or the other Loan Documents to the
contrary, GECFI shall be vested with all the rights, powers, privileges and
duties of an Issuing Bank under the Credit Agreement and the other Loan
Documents (except the Jefferies Fee Letter) and Jefferies shall be discharged
from its duties and obligations as the Existing Issuing Bank under the Credit
Agreement and the other Loan Documents (except the Jefferies Fee Letter) (it
being understood and agreed that, after the Effective Date, the provisions of
Section 11.03
and Sections
11.08 to 11.10 of the Credit
Agreement, shall continue in effect for the benefit of, and the provisions of
Section
11.12 of
the Credit Agreement shall continue to bind up to the one year anniversary of
the Effective Date, the Existing Issuing Bank, its sub-agents and Affiliates in
respect of any actions taken or omitted to be taken by any of them while it was
acting as the Issuing Bank).




3.      Amendments.Effective as of
the Effective Date:




3.1           Each
reference to “Administrative Agent” in the Credit Agreement and each of the
other Loan Documents (except the Jefferies Fee Letter) to which one or more
parties hereto (and no other Person) are parties and all other agreements,
documents or instruments previously or hereafter executed and delivered pursuant
to the terms hereof shall mean a reference to GECFI as the “Administrative
Agent”.




3.2           Each
reference to “Collateral Agent” in the Credit Agreement and each of the other
Loan Documents (except the Jefferies Fee Letter) to which one or more parties
hereto (and no other Person) are parties and all other agreements, documents or
instruments previously or hereafter executed and delivered pursuant to the terms
hereof shall mean a reference to GECFI as the “Collateral Agent”.




3.3           Each
reference to “Issuing Bank” in the Credit Agreement and each of the other Loan
Documents (except the Jefferies Fee Letter) to which one or more parties hereto
(and no other Person) are parties and all other agreements, documents or
instruments previously or hereafter executed and delivered pursuant to the terms
hereof shall mean a reference to GECFI as the “Issuing Bank”.




3.4           Each
reference to “Lender” in the Credit Agreement and each of the other Loan
Documents (except the Jefferies Fee Letter), to which one or more parties hereto
(and no other Person) are parties and all other agreements, documents or
instruments previously or hereafter executed and delivered pursuant to the terms
hereof shall no longer mean a reference to Jefferies as a “Lender” but it shall
mean a reference to GECFI as a “Lender”.




3.5           Each
reference to Jefferies as “Arranger”, “Book Manager”, “Documentation Agent” and
“Syndication Agent” in the Credit Agreement and each of the other Loan Documents
to which one or more parties hereto (and no other Person) are parties and all
other agreements, documents or instruments previously or hereafter executed and
delivered pursuant to the terms hereof is hereby deleted in its
entirety.




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3.6           The
Credit Agreement is hereby amended as follows:




(a)           The
defined terms “Administrative Agent”, “Agent”, “Collateral Agent”, “Fee Letter”, “Issuing Bank”, “Letter of Credit” and
“Secured Parties”
appearing in Section
1.01 of the Credit Agreement are amended and restated to read in their
entirety as follows:




“Administrative Agent” shall
mean GE Capital Financial Inc. in its capacity as administrative agent for the
Lenders hereunder and each other person appointed as the successor
administrative agent pursuant to Article
X.




“Agents” shall mean the
Administrative Agent and the Collateral Agent; and “Agent” shall mean any of
them.




“Collateral Agent” shall mean
GE Capital Financial Inc. in its capacity as collateral agent for the Secured
Parties and each other person appointed as the successor collateral agent
pursuant to Article
X.




“Fee Letter” shall mean (a) at
all times prior to the First Amendment Date, the Jefferies Fee Letter and (b)
from and after the First Amendment Date, the GECFI Fee Letter.




“Issuing Bank” shall mean, as
the context may require, (a) GE Capital Financial Inc., (b) any Lender or an
Affiliate thereof or a bank or other legally authorized Person, in each case,
reasonably acceptable to the Administrative Agent, in such Person’s capacity as
an issuer of Letters of Credit hereunder (it being understood and agreed that,
if a Letter of Credit is proposed to be issued hereunder that is acceptable to
an Issuing Bank hereunder and such Issuing Bank is willing to issue such Letter
of Credit pursuant to the terms hereof but such Issuing Bank is not acceptable
to a proposed beneficiary, Borrower and the Administrative Agent will cooperate
to identify a bank or other legally authorized Person reasonably acceptable to
the Administrative Agent which would be acceptable to such beneficiary as an
issuer of such Letter of Credit), or (c) collectively, all of the
foregoing.




“Letter of Credit” shall mean
the GECFI Letter of Credit and any other Standby Letter of Credit issued or to
be issued by an Issuing Bank after the First Amendment Date for the account of
Borrower or one of its Subsidiaries pursuant to Section 2.18.




“Secured Parties” shall mean,
collectively with respect to the Obligations, the Administrative Agent, the
Collateral Agent, each Issuing Bank and the Lenders.




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(b)           The
defined terms “Existing Letters
of Credit”, “First
Amendment Date”,  “GECFI Fee Letter”, “Jefferies Fee Letter”, “GECFILetter of Credit” are inserted
in Section 1.01
of the Credit Agreement in their proper alphabetical position to read in their
entirety as follows:




“Existing Letters of Credit”
shall mean each letter of credit, as amended from time to time, issued through
Wells Fargo Bank, National Association (as successor by merger to Wachovia Bank,
National Association) for the account of Borrower prior to the First Amendment
Date that is outstanding on the First Amendment Date and that is identified in
Schedule 1.01(f).




“First Amendment Date” shall
mean October 21, 2010.




“GECFI Letter of Credit” shall
mean that certain irrevocable standby letter of credit, #SE450797W, dated
October 19, 2010, by GE Capital Financial Inc. for the benefit of Jefferies
Finance LLC.




“GECFI Fee Letter” shall mean
that certain confidential Fee Letter, dated as of the First Amendment Date,
among Holdings, Borrower and GE Capital Financial Inc.




“Jefferies Fee Letter” shall
mean that certain confidential Fee Letter, dated as of May 22, 2009, among
Holdings, Borrower and Jefferies Finance LLC.




(c)           Schedule 1.01(f)
attached hereto is attached to the Credit Agreement as Schedule 1.01(f)
thereto.




(d)           Section2.05(c) of the
Credit Agreement is amended by inserting the following sentence at the end
thereof, which shall read in its entirety as follows:




“Notwithstanding
any of the foregoing to the contrary, with respect to the GECFI Letter of
Credit, the LC Participation Feeand the Fronting Fee
shall accrue and shall be payable on that portion of the aggregate amount
available to be drawn under GECFI Letter of Credit that is equal to the
aggregate amount available to be drawn under the outstanding Existing Letters of
Credit and shall not accrue or be payable on that portion of the aggregate
amount available to be drawn under GECFI Letter of Credit that exceeds the
aggregate amount available to be drawn under the outstanding Existing Letters of
Credit.”




(e)           Section2.14(a) of the
Credit Agreement is amended by replacing the phrase “All such payments shall be
made to the Administrative Agent at its offices at 520 Madison Avenue, New York,
New York 10022 Attn: El Pollo Loco Account Manager,” with the phrase “All such
payments shall be made to the Administrative Agent at 6510 Millrock Drive, Suite
200, Salt Lake City, UT  84121-5996 or such other address for payment
as Agent may from time to time specify in accordance with Section 11.01,
including payments utilizing the ACH system, and shall be by wire transfer or
ACH transfer in immediately available funds (which shall be the exclusive means
of payment hereunder)”




(f)           Section2.18(a) of the
Credit Agreement is amended by replacing the phrase “and the Issuing Bank
agrees, to issue Letters of Credit” appearing therein with the phrase “and the
Issuing Bank agrees, to issue Letters of Credit (denominated in
Dollars)”.




(g)           Section2.18(e)(i) of
the Credit Agreement is amended by replacing the phrase “Borrower shall
reimburse such LC Disbursement by paying to the Issuing Bank” appearing therein
with the phrase “Borrower shall reimburse such LC Disbursement by paying to such
Issuing Bank or to the Administrative Agent for the benefit of such Issuing
Bank”.




5




(h)           Section 9.01(a) of
the Credit Agreement is amended by replacing the phrase “The Collateral Agent is
hereby authorized to establish and maintain at its office (or, at the Collateral
Agent’s discretion, at the office of its designee from time to time) at 520
Madison Ave. New York, New York 10022, in the name of the Collateral Agent and
pursuant to one or more Control Agreements” appearing therein with the phrase
“The Collateral Agent is hereby authorized to establish and maintain, in the
name of the Collateral Agent and pursuant to one or more Control
Agreements”.




(i)           Section11.06 of the
Credit Agreement is amended by replacing the phrase “and thereafter shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns” appearing therein with the phrase “and thereafter shall
be binding upon and inure to the benefit of the parties hereto and each Issuing
Bank receiving the benefits of the Loan Documents and their respective
successors and assigns”.




(j)           Section 11.01(a)(ii)of the Credit Agreement is amended and restated to read in its entirety
as follows:




“(ii)
            if
      to the Administrative Agent or the Collateral Agent, to it
    at:




GE
Capital Financial Inc. c/o


General
Electric Capital Corporation


8377 East
Hartford Drive, Suite 200


Scottsdale,
Arizona 85255


Attention:
Capital Markets


Telecopy
No.: 480-563-6735





With a
copy to:





GE
Capital Financial Inc.


6510
Millrock Drive


Suite
200


Salt Lake
City, Utah 84121


Attention:
Chief Financial Officer





And with
a copy to:





Latham
& Watkins LLP,


233 South
Wacker Drive


Chicago,
Illinois, 60606


Attention:
Jeff Moran


Telecopy
No.:  (312) 876-7712;”




6







(k)
            Section
      11.01(a)(iv)of the Credit
      Agreement is amended and restated to read in its entirety as
      follows:




(iv) if
to the Issuing Bank, to it at:




GE
Capital Financial Inc. c/o


General
Electric Capital Corporation


8377 East
Hartford Drive, Suite 200


Scottsdale,
Arizona 85255


Attention:
Capital Markets


Telecopy
No.: 480-563-6735





With a
copy to:





GE
Capital Financial Inc.


6510
Millrock Drive


Suite
200


Salt Lake
City, Utah 84121


Attention:
Chief Financial Officer





4.      Letters
of Credit.




4.1           GECFI
will issue on the Effective Date the Letter of Credit for the benefit of
Jefferies Finance LLC, in form and substance satisfactory to it and Borrower,
and with an expiry date of October 15, 2011 (the “GECFI Letter of
Credit”).




4.2           GECFI
and Borrower hereby acknowledges and agrees that if (i) any of the Existing
Letters of Credit listed as item (ii) or (iii) on Schedule 1.01(f)
hereto is not replaced on or prior to February 15, 2011, (ii) the Existing
Letter of Credit listed as item (i) on Schedule 1.01(f)
hereto is not replaced on or prior to March 15, 2011, or (iii) the Existing
Letter of Credit listed as item (iv) on Schedule 1.01(f)
hereto is not replaced on or prior to July 1, 2011, then Jefferies may issue or
cause to be issued by Wells Fargo Bank, National Association a notice of
nonrenewal for any such Existing Letter of Credit.




4.3           Borrower,
Holdings, the Lenders, the Existing Issuing Bank, the Existing Agent, and the
Successor Agent each agree that upon the effectiveness of this Agreement on the
Effective Date, (i) the Existing Issuing Bank is no longer an Issuing Bank under
the Credit Agreement and each of the other Loan Documents; and (ii) the Existing
Letters of Credit no longer constitute Letters of Credit under the Credit
Agreement.




5.      Fee
Letters.Borrower, Holdings,
Jefferies and GECFI each agree that prior to the effectiveness of this Agreement
on the Effective Date, the applicable fee letter is the Jefferies Fee Letter and
on and after the effectiveness of this Agreement on the Effective Date, the
applicable fee letter is the GECFI Fee Letter, which shall supersede and replace
in its entirety the Jefferies Fee Letter.




6.      Assignmentand
Assumption.  Effective immediately prior to the effectiveness
of its resignation as the Administrative Agent and the Collateral Agent, under
the Credit Agreement and the other Loan Documents, (i) Jefferies hereby assigns
and transfers to GECFI, and GECFI hereby accepts and assumes as the successor
Administrative Agent and the successor Collateral Agent, all of Jefferies’
rights, duties, and obligations as the Administrative Agent and the Collateral
Agent under the Credit Agreement and the other Loan Documents and (ii) Jefferies
hereby assigns to GECFI as successor Collateral Agent, and GECFI hereby accepts
and assumes as the successor Collateral Agent, all Liens granted in favor of the
Collateral Agent under the Security Agreements and the other Security
Documents.  Notwithstanding anything herein or otherwise to the
contrary, each Loan Party agrees that all of such Liens granted by any Loan
Party pursuant to the Security Agreements and the other Security Documents shall
in all respects be continuing and in effect and are hereby ratified and
reaffirmed by such Loan Party.  Jefferies as the existing Collateral
Agent and each Loan Party hereby authorize GECFI in its capacity as successor
Collateral Agent to file financing statements and other documents covering the
Collateral described in the Security Agreements and the other Security Documents
and the proceeds thereof.




7




7.      Return of
Payments.  In the event that after the Effective Date Jefferies
receives any principal, interest or other amount owing to any Lender or either
Agent, Jefferies agrees that such payment shall constitute property of the
applicable Lender or Agent and Jefferies shall return such payment to the
applicable Lender or Agent.




8.      Representations
and Warranties.  Existing Agent hereby makes the following
representations and warranties to GECFI:




8.1           Loan
Status.  Schedule I which
is attached hereto sets out (i) the outstanding principal amount of, and any
accrued interest payable on, the Loans as of the date hereof, and (ii) any other
fees, charges and expenses due and payable to the Existing Agent (whether for
its account or the account of the Lenders) under the Loan Documents as of the
date hereof.




8.2           Documents.  There
have been no amendments, supplements, waivers or consents to the Loan Documents
prior to the date hereof except as set forth in Schedule II which is
attached hereto.




9.      Covenants.




9.1            Jefferies
covenants and agrees that it will, in each case:  (a) deliver, or
cause to be delivered, promptly to the Successor Agent executed versions of the
Credit Agreement and the other Loan Documents; provided that Jefferies will
deliver executed originals of such documents if such documents are readily
available to Jefferies and the Successor Agent reasonably deems it is necessary
to have such an executed original in its possession, (b) deliver, or cause to be
delivered, promptly to the Successor Agent, copies of any written notices or
documents with respect to the Credit Agreement which are received on or after
the date hereof and which are delivered by any Loan Parties to Jefferies, or by
Jefferies to Borrower or any other Loan Party, (c) execute all documents,
agreements or instruments as may be reasonably requested by the Successor Agent
to transfer the rights, privileges, duties and obligations of the Existing Agent
under the Loan Documents to the Successor Agent, and (d) take all actions
reasonably requested by the Successor Agent or its representatives to facilitate
the transfer of information to the Successor Agent in connection with the Loan
Documents.




9.2            Each
of the Loan Parties hereby consents to all actions taken by Jefferies and
the Successor Agent pursuant to this Section10.




8




10.      Reference
To And Effect Upon The Credit Agreement and the other Loan Documents.




10.1           The
Credit Agreement and the other Loan Documents shall remain in full force and
effect, as they may be amended or affected hereby, and are hereby ratified
and confirmed.




10.2           The
execution, delivery and effectiveness of this Agreement shall not operate as a
waiver of any right, power or remedy of any Agent or any Lender under the Credit
Agreement or any Loan Document, nor constitute a waiver or amendment of any
provision of the Credit Agreement or any Loan Document, except as specifically
set forth herein.  Upon the effectiveness of this Agreement, each
reference in the Credit Agreement or any other Loan Document to “this
Agreement,” “hereunder,” “hereof,” “herein” or words of similar import shall
mean and be a reference to the Credit Agreement or such Loan Document as amended
or affected hereby.




11.      Effective
Date.  This Agreement shall become effective on the date each
of the following condition precedents are satisfied (such date being the “Effective
Date“):




11.1           each
of the parties hereto shall have delivered the executed counterpart of this
Agreement;




11.2           the
Existing Agent shall have paid to Successor Agent, in immediately available
funds, at the account indicated on Schedule III attached
hereto, an amount equal to $17,342.47 which represents the Annual
Administration Fee pro rated for the period beginning on the Effective Date and
ending on May 22, 2011, and which shall be fully earned when paid and which
shall not be refunded for any reason;




11.3           the
Borrower shall have paid to the Existing Issuing Bank all of the Fronting
Fees that have accrued with respect to the Existing Letters of Credit prior to
the First Amendment Date and that are set forth on Schedule I hereto;
and




11.4           upon
the effectiveness of Section2 hereof (which shall
be effective immediately prior to all other provisions hereof upon satisfaction
of condition set forth in Section 12.1 above), the
Successor Issuing Bank shall have issued the GECFI Letter of
Credit.  Failure of GECFI to issue the GECFI Letter of Credit shall
render the effectiveness of Section 2 hereof and this Agreement null and
void.




12.      Miscellaneous.




(a)           Section
headings used in this Agreement are for convenience of reference only and shall
not affect the construction of this Agreement.




(b)           This
Agreement may be executed in any number of counterparts and by the different
parties on separate counterparts and each such counterpart shall be deemed to be
an original, but all such counterparts shall together constitute but one and the
same agreement.




(c)           This
Agreement shall be construed in accordance with and governed by the law of the
State of New York, without regard to conflicts of law principles that would
require the application of the laws of another jurisdiction.




9




(d)           Any
legal action or proceeding with respect to this Agreement or any Loan Document
shall be brought exclusively in the courts of the State of New Yorklocated in the City of
New York, Borough of Manhattan,or of the United States
of America for the Southern District of New Yorkand, by execution and
delivery of this Agreement, each Loan Party executing this Agreement hereby
accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts; provided that nothing in this
Agreement shall limit the right of any Agent or Jefferies to commence any
proceeding in the federal or state courts of any other jurisdiction to the
extent such Agent or Jefferies determines that such action is necessary or
appropriate to exercise its rights or remedies under this Agreement and the
other Loan Documents.  The parties hereto hereby irrevocably waive any
objection, including any objection to the laying of venue or based on the
grounds of forum non conveniens, that any of them may now or hereafter have to
the bringing of any such action or proceeding in such
jurisdictions.  Each Loan Party hereby irrevocably waives personal
service of any and all legal process, summons, notices and other documents and
other service of process of any kind and consents to such service in any suit,
action or proceeding brought in the United States of America with respect to or
otherwise arising out of or in connection with this Agreement or any Loan
Document by any means permitted by applicable Legal Requirements, including by
the mailing thereof (by registered or certified mail, postage prepaid) to the
address of Borrower specified in the Credit Agreement (and shall be effective
when such mailing shall be effective, as provided therein).  Each Loan
Party agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law.  Nothing contained in this clause (d) shall
affect the right of any Agent or any Lender or Jefferies to serve process in any
other manner permitted by applicable Legal Requirements or commence legal
proceedings or otherwise proceed against any Loan Party in any other
jurisdiction.




(e)           Each
party hereto hereby irrevocably waives, to the fullest extent permitted by the
applicable Legal Requirements, any right it may have to a trial by jury in any
legal proceeding directly or indirectly arising out of or relating to any Loan
Documents.




(f)           This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.




(Signature Pages
Follow)




10




IN WITNESS WHEREOF, the
parties hereto have caused this Agency and Assignment Agreement and Amendment
No. 1 to the Credit Agreement and other Loan Documents to be executed by their
respective officers thereunto duly authorized, as of the date first above
written.




EPL INTERMEDIATE, INC.,
      as Holdings and as a guarantorBy:
              /s/ Gary CampanaroName:  Gary
      CampanaroTitle:  Chief
      Financial Officer and Treasurer




EL POLLO LOCO, INC., as
      BorrowerBy:
                /s/ Gary CampanaroName:  Gary
      CampanaroTitle:  Chief
      Financial Officer and Treasurer


JEFFERIES FINANCE
      LLC,as sole Lender, Existing
      Agent, and Existing Issuing BankBy:Name:Title:







GE CAPITAL
      FINANCIAL INC.,.a Utah industrial
      loan corporation,as Successor Agent and successor Issuing
      BankBy:Name:Title:
                Duly
      Authorized Signature









Schedule 1.01 (f) (Existing
Letters of Credit)




(i) the
Letter of Credit #SM234792W issued by Wells Fargo Bank, National Association, as
successor by merger to Wachovia Bank, National Association (“Wells”) on May 26,
2009 and with an expiry date of June 1, 2011, for the benefit of Southern
California Edison for the account of Borrower in the face amount of
$550,000.




(ii) the
Letter of Credit #SM234795W issued by Wells on May 26, 2009 and with an expiry
date of April 21, 2011, for the benefit of Ace American Insurance Company for
the account of Borrower in the face amount of $5,000,000.




(iii) the
Letter of Credit #SM234793W issued by Wells on May 26, 2009 and with an expiry
date of April 21, 2011, for the benefit of State of California--Self Insurance
Plan for the account of Borrower in the face amount of $637,819.




(iv) the
Letter of Credit #SM237467W and with an expiry date of September 1, 2011, issued
by Wells on July 13, 2010 for the benefit of Tiger Natural Gas and for the
account of Borrower in the face amount of $250,000.









Schedule I (Loan
Status)




(i) the
outstanding principal amount of, and any accrued interest payable on, the Loans
as of the date hereof: None.





(ii) any
other fees, charges and expenses due and payable to the Existing Agent (whether
for its account or the account of the Lenders) under the Loan Documents as of
the date hereof: $27,007.49.









Schedule II (Amendments,
Supplements, Waivers or Consents to the Loan Documents)





None.









Schedule III (Account of
Successor Agent)





Bank:  Bank
of America


ABA:   111-000-012


Acct
Name:  GE Capital Financial, Inc.


Acct#:  4426954312


RE:  El
Pollo Loco - ILC 1476