EX-10.8



 Exhibit 10.8 

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). 

RECITALS 
 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. 

  
 2 








 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. 

1.7. The definition of “Capital Contributions” shall be amended in its entirety to read as follows: 

“Capital Contribution” means, with respect to any Member, the total amount of cash or the value of other property contributed
to the Company by such Member pursuant to this Agreement; provided that the Managing Member shall determine in its reasonable discretion the value of any property other than cash contributed by any Member; provided, further,
that any Capital Contributions made following the date of this Agreement shall consist solely of cash. 

  
 3 








 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] 

  
 4 








 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:	 	Managing Director
	
	TRIMARAN PARALLEL FUND II, L.P.
		
	By:	 	 /s/ Jay R. Bloom

		 	Name:	 	Jay R. Bloom
		 	Title:	 	Managing Director
	
	CIBC EMPLOYEE PRIVATE EQUITY FUND (TRIMARAN) PARTNERS
		
	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 ]









 
					
	CIBC CAPITAL CORPORATION
		
	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 ]









 
					
	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
		
	By:	 	 /s/ Linda Morrell

		 	Name:	 	Linda Morrell
		 	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 
  

			
	 Name
	  	 Address

	Continental Casualty Company	  	 Mike Hass
 CNA

333 South Wabash Avenue, 23 South
 Chicago, Illinois 60604

Attention: Michael Hass
 Telephone: 312-822-6592

		
	Multi-Strategy Holdings, L.P.	  	 Multi-Strategy Holdings, L.P.
 32 Old Slip, 37th Floor
 New York, New York 10005

Attn: Kane Brennan
 Telephone: 212-855-9851

Fax: 212-493-0187

		
	VF III Holdings, L.P.	  	 VF III Holdings, L.P.
 32 Old Slip, 37th Floor
 New York, New York 10005

Attn: Kane Brennan
 Telephone: 212-855-9851

Fax: 212-493-0187

		
	Trimaran Capital, L.L.C.	  	 c/o Trimaran Fund Management, L.L.C.
 1325
Avenue of the Americas, 34th Floor
 New York, New York 10019

Attn.: Alberto Robaina
 Telephone: 212-616-3750

Fax: 212-616-3704

		
	Trimaran Fund II, L.L.C.	  	 c/o Trimaran Fund Management, L.L.C.
 1325
Avenue of the Americas, 34th Floor
 New York, New York 10019

Attn.: Alberto Robaina
 Telephone: 212-616-3750

Fax: 212-616-3704

		
	Trimaran Parallel Fund II, L.P.	  	 c/o Trimaran Fund Management, L.L.C.
 1325
Avenue of the Americas, 34th Floor
 New York, New York 10019

Attn.: Alberto Robaina
 Telephone: 212-616-3750

Fax: 212-616-3704



  
 Schedule-A-1 









			
	CIBC Employee Private Equity Fund (Trimaran) Partners	  	 c/o Trimaran Fund Management, L.L.C.
 1325
Avenue of the Americas, 34th Floor
 New York, New York 10019

Attn.: Alberto Robaina
 Telephone: 212-616-3750

Fax: 212-616-3704

		
	CIBC Capital Corporation	  	 c/o Trimaran Fund Management, L.L.C.
 1325
Avenue of the Americas, 34th Floor
 New York, New York 10019

Attn.: Alberto Robaina
 Telephone: 212-616-3750

Fax: 212-616-3704

		
	Brody 2005 LLC	  	 c/o Hub International
 1065 Avenue of the
Americas
 New York, New York 10018
 Attention: Howard Kaye

Telephone: 212-338-2263
 Fax: 212-354-0894

		
	ZG Investments III Ltd.	  	 Courier Address
 Wellesley House,

90 Pitt’s Bay Road,
 Pembroke HM 08,

BERMUDA
  

Mailing Address
 P.O. Box HM 2268,

Hamilton HM JX,
 BERMUDA

 
 Telephone: 1-441-294-2400

Fax: 1-441-294-2401
 Attention: Mike Deevy

 
 With a copy to:
  

Zurich Alternative Asset Management, LLC
 105 East 17th Street

New York, NY 10003
 Attention: General Counsel



  
 Schedule-A-2 









			
	 FS Equity Partners V, L.P.
 FS Affiliates V,
L.P.
	  	 FS Equity Partners V, L.P.
 FS Affiliates V,
L.P.
 11100 Santa Monica Boulevard
 Suite 1900

Los Angeles, CA 90025
 Tel: 310-444-1822

Fax: 310-444-1870
  

With a copy to:
  

Bingham McCutchen, LLP
 355 South Grand Avenue, Suite 4400

Los Angeles, CA 90071-3106
 Attention: Richard J. Welch

Tel: 213-680-6400
 Fax: 213-680-6499

		
	Peter Starrett	  	 11100 Santa Monica Boulevard
 Suite 1900

Los Angeles, CA 90025
 Tel: 310-444-1822

Fax: 310-444-1870



  
 Schedule-A-3 








 SCHEDULE B 

CAPITAL CONTRIBUTIONS AND 

MEMBERSHIP UNITS 
  

													
	 Name
	  	Capital
Contribution	 	  	Membership
Units	 	  	Percentage	 
	 Continental Casualty Company
	  	$	5,000,000.00	  	  	 	57,848.70	  	  	 	2.49	% 
				
	 Multi-Strategy Holdings, L.P.
	  	$	659,963.26	  	  	 	7,635.60	  	  	 	0.33	% 
				
	 VF III Holdings, L.P.
	  	$	9,340,036.74	  	  	 	108,061.79	  	  	 	4.66	% 
				
	 Trimaran Capital, L.L.C.
	  	$	2,666,954.28	  	  	 	30,855.97	  	  	 	1.33	% 
				
	 Trimaran Fund II, L.L.C.
	  	$	41,305,098.22	  	  	 	477,889.24	  	  	 	20.60	% 
				
	 Trimaran Parallel Fund II, L.P.
	  	$	17,390,592.84	  	  	 	201,204.63	  	  	 	8.67	% 
				
	 CIBC Employee Private Equity Fund (Trimaran) Partners
	  	$	26,895,806.98	  	  	 	311,177.49	  	  	 	13.41	% 
				
	 CIBC Capital Corporation
	  	$	29,342,494.69	  	  	 	339,485.03	  	  	 	14.63	% 
				
	 Brody 2005 LLC
	  	$	1,446,292.57	  	  	 	16,733.23	  	  	 	.72	% 
				
	 ZG Investments III Ltd.
	  	$	10,000,000.00	  	  	 	115,697.40	  	  	 	4.99	% 
				
	 FS Equity Partners V, L.P.
	  	$	64,984,438.49	  	  	 	642,389.62	  	  	 	27.69	% 
				
	 FS Affiliates V, L.P.
	  	$	869,268.94	  	  	 	8,592.97	  	  	 	.37	% 
				
	 Peter Starrett
	  	$	250,000.00	  	  	 	2,272.73	  	  	 	0.10	% 
				
	 Total
	  	$	210,150,947.01	  	  	 	2,319,844.40	  	  	 	100	% 


  
 Schedule-B-1 








 SCHEDULE C 

INVESTOR MEMBERS 
  

			
	 Name
	  	 Address

	Continental Casualty Company	  	 Mike Hass
 CNA

333 South Wabash Avenue, 23 South
 Chicago, Illinois 60604

Attention: Michael Hass
 Telephone: 312-822-6592

		
	Multi-Strategy Holdings, L.P.	  	 Multi-Strategy Holdings, L.P.
 32 Old Slip, 37th Floor
 New York, New York 10005

Attn: Kane Brennan
 Telephone: 212-855-9851

Fax: 212-493-0187

		
	VF III Holdings, L.P.	  	 VF III Holdings, L.P.
 32 Old Slip, 37th Floor
 New York, New York 10005

Attn: Kane Brennan
 Telephone: 212-855-9851

Fax: 212-493-0187

		
	Brody 2005 LLC	  	 c/o Hub International
 1065 Avenue of the
Americas
 New York, New York 10018
 Attention: Howard Kaye

Telephone: 212-338-2263
 Fax: 212-354-0894

		
	ZG Investments III Ltd.	  	 Courier Address
 Wellesley House,

90 Pitt’s Bay Road,
 Pembroke HM 08,

BERMUDA
  

Mailing Address
 P.O. Box HM 2268,

Hamilton HM JX,
 BERMUDA

 
 Telephone: 1-441-294-2400

Fax: 1-441-294-2401
 Attention: Mike Deevy



  
 Schedule-C-1 









			
		
		  	 With a copy to:
  

Zurich Alternative Asset Management, LLC
 105 East 17th Street

New York, NY 10003
 Attention: General Counsel

		
	 FS Equity Partners V, L.P.
 FS Affiliates V,
L.P.
	  	 FS Equity Partners V, L.P.
 FS Affiliates V,
L.P.
 11100 Santa Monica Boulevard
 Suite 1900

Los Angeles, CA 90025
 Tel: 310-444-1822

Fax: 310-444-1870
  

With a copy to:
  

Bingham McCutchen, LLP
 355 South Grand Avenue, Suite 4400

Los Angeles, CA 90071-3106
 Attention: Richard J. Welch

Tel: 213-680-6400
 Fax: 213-680-6499



  
 Schedule-C-2