ex10-4.htm


    
      


       

      AMENDMENT
        NO. 1

      TO

      SECOND
        AMENDED AND RESTATED

      LIMITED
        LIABILITY COMPANY OPERATING AGREEMENT

      OF

      TRIMARAN
        POLLO PARTNERS, L.L.C.

      


      


      This
        AMENDMENT NO. 1 (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 26th day of December, 2007 by and among the parties whose
        names
        are set forth on Schedule A 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, 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”), Chicken
        Acquisition Corp., EPL Intermediate, Inc. and El Pollo Loco, Inc., 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.     
        CAC
        Board.

       

      1.1.1. Section
        3.04 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 11 directors.  Except as provided by Section
                  3.04(c) below, the Managing Member may 

              


      

       

        

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

       

      
        	
              	
                 

              	
                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. 

              


      

       

      
        	
              	
                (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.”  Subject to
                  Section 3.04(c), the Non-Trimaran Directors shall initially include
                  one
                  designee of American Securities.  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. 

              


      

       

      
        	
              	
                (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) American Securities
                  shall
                  have the right, but not the obligation, to elect (or have elected
                  by the
                  Members) one Person to the CAC Board (which Person shall initially
                  be
                  Glenn Kaufman) until such time as American Securities no longer
                  holds
                  Membership Units; provided further, however, that upon consummation
                  of an
                  IPO, such right shall remain until such time as American Securities
                  holds
                  less than its Threshold Interest Amount, (ii) 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 (iii) 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.
                  

              


      

       

      
        	
              	
                (d)

              	
                Notwithstanding
                  anything to the contrary herein, any Non-Trimaran Director shall
                  be
                  reasonably acceptable to the Managing Member (it being understood
                  that
                  Glenn Kaufman, David L. Horing, Michael G. Fisch, 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. 

                 

              


      

      
        	
              	
                (e)

              	
                The
                  Company shall take all Necessary Action to cause the election of
                  the chief
                  executive officer of EPL Holdings, Inc. as a Non-Trimaran Director.
                  

              


      

       

          

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                (f)

              	
                Persons
                  serving on the CAC Board or the boards of other Subsidiaries of
                  the
                  Company shall be reimbursed for reasonable, documented travel expenses
                  incurred in connection with attendance at applicable board meetings.
                  

              


      

       

      
        	
              	
                (g)

              	
                The
                  board of directors of each Material Subsidiary shall (i) consist
                  of the
                  same proportion of Trimaran Directors and Non-Trimaran Directors
                  as that
                  of the CAC Board and (ii) be elected and appointed in the same
                  manner as
                  the CAC Board, with each Investor Member that has the right to
                  designate a
                  member of the CAC Board having the right to designate a member
                  of the
                  board of directors of each Material Subsidiary. The Managing Member
                  shall
                  amend Schedule D to reflect any additional Material Subsidiaries.
                  The
                  Company shall use its reasonable best efforts to provide that directors
                  and officers liability insurance maintained by CAC, and indemnification
                  rights applicable to CAC directors, shall be similarly maintained
                  or
                  provided, as applicable, to Members serving in their capacities
                  as
                  directors of Material Subsidiaries.


              


      

       

      
        	
              	
                (h)

              	
                The
                  Continental Member and FS, for so long as FSEP V or FSA V continues
                  to
                  hold Membership Units, shall have observer rights with respect
                  to CAC
                  Board meetings. 

              


      

       

      
        	
              	
                (i)

              	
                Until
                  such time as FS holds less than 15% of the aggregate number of
                  Membership
                  Units or (i) the FS Director shall be entitled to serve on the
                  Compensation Committee of each of the CAC Board and of the board
                  of
                  directors of each Material Subsidiary and (ii) FS shall have observer
                  rights with respect to any other committee of each of the CAC Board
                  and of
                  the board of directors of each Material Subsidiary.
                  

              


      

       

      1.2.     Schedules
        A, B and
        C.

       

      1.2.1. Schedules
        A, B and C of the
        Agreement shall be amended in their entirety to read as set forth in such
        Schedules hereto, respectively.  Upon the First Closing under the Unit
        Purchase Agreement, by executing and delivering this Amendment, each of FSEP
        V,
        FSA V and Peter Starrett shall hereby become a party to, and agrees to be
        bound
        and comply with the provisions of the Agreement, as amended hereby, as a
        “Member” as that term is defined in the Agreement, as if the undersigned had
        entered into the Agreement, as amended, as an original party thereto in the
        capacity of a “Member,” including, without limitation, for purposes of making
        the representations set forth in Article XII of the Agreement, provided that
        the
        representation in Section 12.01(n) does not apply to the Unit Purchase Agreement
        which FS may rely upon, to the extent permitted thereunder, in connection
        with
        its purchase of Units, and FSA V does not make the representation that it
        is a
        Qualified Purchaser pursuant to Section 12.01(f).

       

      1.3.    Section
        3.06 of the
        Agreement shall be amended to add the following at the end of said
        Section:

       

      The
        Members hereby acknowledge and agree that CAC, Trimaran Fund Management,
        L.L.C.
        and Freeman Spogli & Co. V, L.P. will enter into an Amendment No. 1
        to  Monitoring and Management Agreement (the “Management Agreement”),
        the form of which is attached as Schedule D hereto.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
 

      
        	
                1.4.

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

              


      

      
        	
              	
                 

                (c)

              	
                 

                In
                  the event the Managing Member distributes non-Marketable Securities
                  to any
                  Member pursuant to the terms of this Agreement, other than (i)
                  Newly
                  Issued Securities, (ii) any securities distributed in connection
                  with a
                  dissolution of the Company (other than a dissolution pursuant to
                  Section
                  11.01(a)(i)), or (iii) any securities distributed pursuant to Section
                  5.01(f) of this Agreement, such Member shall enter into a stockholders
                  agreement with the Managing Member (or its designee) in respect
                  of such
                  non-Marketable Securities (A) containing substantially the same
                  terms and
                  conditions as set forth in Articles VII, VIII, and XIII, and Sections
                  9.04, 5.01(f), and 3.04 hereof, (B) providing that the right to
                  vote such
                  non-Marketable Securities shall remain with the Company or, if
                  the Company
                  has been dissolved, shall lie with the Managing Member and (C)
                  in the
                  event that such non-Marketable Securities are distributed to the
                  limited
                  partners of the any of the Trimaran Vehicles, containing no greater
                  restrictions on such Member than apply to the non-Marketable Securities
                  that are held by the limited partners of such Trimaran Vehicle.
                  Any such
                  agreement shall terminate upon the earlier of (i) the time that
                  the
                  Managing Member (or its Affiliates) no longer Controls, directly
                  or
                  indirectly, CAC, and (ii) the sixth anniversary of an
                  IPO.

              


      

      


      
        	
                1.5.

              	
              	
                Section
                  5.01 of the Agreement shall be amended to add the following provision
                  at
                  the end of such section:

              


      

      
        	
              	
                 

                (f)

              	
                 

                Beginning
                  (i) two (2) years following the consummation of a Qualified Public
                  Offering (as defined in the Stockholders Agreement), or (ii) any
                  time
                  after the value of common stock of CAC, based on any daily closing
                  price,
                  previously sold to the public pursuant to a registration statement
                  or
                  pursuant to Rule 144 under the Securities Act, exceeds $100 million,
                  but
                  not before two (2) years after an IPO, (iii) on the date on or
                  after an
                  IPO on which the Trimaran Vehicles shall have Transferred, directly
                  or
                  indirectly, Membership Units or shares of CAC common stock representing
                  more than fifty percent (50%) of the number of shares of CAC common
                  stock
                  Beneficially Owned by the Trimaran Vehicles as of the date hereof,
                  FS
                  shall be entitled to receive a pro rata distribution of the shares
                  of CAC
                  common stock held by the Company in proportion to its ownership
                  of
                  membership interests in the Company for subsequent resale in compliance
                  with applicable securities laws and with the Stockholders Agreement.
                  In
                  the event that FS receives any distribution of shares pursuant
                  to the
                  foregoing, FS agrees that it shall (i) execute a supplementary
                  agreement
                  pursuant to Article IX of the Stockholders Agreement adding FS
                  as an
                  Additional Stockholder under such agreement and (ii) comply with
                  any
                  customary requests by underwriters with respect to lockup or similar
                  arrangements with securityholders to the extent major stockholders
                  are
                  similarly bound. Any distribution to FS pursuant to this Section
                  5.01(f)
                  shall be in termination of its entire collective interest in the
                  Company,
                  subject to its rights pursuant to Article X which shall continue
                  in full
                  force and effect with respect to

              


      

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


      
        	
              	
              	
                any
                  period prior to such distribution during which FS was a Member
                  of the
                  Company.  In the event that any Affiliate of CAC completes an
                  IPO prior to any distribution pursuant to Section 5.01(f) of this
                  Agreement, each of the Company and FS shall use commercially reasonable
                  efforts to preserve each of FS and the Trimaran Vehicles’ rights pursuant
                  to Section 3.04 of this Agreement.

              


      

      


      
        	
                1.6.

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

              


      

        

      
        	
              	
                 (d)

              	
                Promptly
                  following the end of the Election Period, the Company shall notify
                  each
                  electing Member of the amount of Newly Issued Securities or Other
                  Securities (as the case may be) for which it has exercised its
                  rights
                  under this Section 7.02, each such Member shall make a Capital
                  Contribution to the Company in an amount equal to the purchase
                  price for
                  such Newly Issued Securities or Other Securities (as the case may
                  be), and
                  the Managing Member shall apply such Capital Contributions to the
                  purchase
                  by the Company of such Newly Issued Securities or Other Securities
                  (as the
                  case may be). The Managing Member, in its reasonable discretion,
                  shall
                  determine whether the Newly Issued Securities or Other Securities
                  (as the
                  case may be) shall be held by such Member or by the Company and,
                  if by the
                  Company, the number and class of new membership interests in the
                  Company
                  to be issued in respect of any Capital Contributions by such Member
                  for
                  such Newly Issued Securities or Other Securities (as the case may
                  be) and
                  the terms and conditions applicable to such membership interests.
                  The
                  Managing Member shall amend Schedule B to reflect the purchase
                  of any such
                  membership interests. Alternatively, in the event the Managing
                  Member
                  determines that such Member shall hold such Newly Issued Securities
                  or
                  Other Securities (as the case may be) directly rather than through
                  its
                  membership interest in the Company, such Member hereby agrees that
                  it
                  shall, upon the Managing Member's request, (i) enter into a shareholders
                  agreement with the Managing Member (or its designee) in respect
                  of such
                  Newly Issued Securities or Other Securities (as the case may be)
                  containing substantially the same terms and conditions set forth
                  in
                  Section 5.01(f) and Articles VII, VIII, and XIII hereof, and providing
                  that the right to vote such Newly Issued Securities or Other Securities
                  (as the case may be) shall remain with the Company, or, if the
                  Company has
                  been dissolved, shall lie with the Managing Member, until such
                  time as the
                  Managing Member (or its Affiliates) no longer Control, directly
                  or
                  indirectly, CAC, and (ii) become a party to the Stockholders Agreement
                  (or
                  a similar agreement containing registration rights); provided,
                  in each
                  case that acquiring such securities directly and entering into
                  such
                  stockholders agreement does not violate any of the provisions of
                  the
                  underlying agreements governing such Newly Issued Securities or
                  Other
                  Securities.

              


      

       

      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.

       

      
        
          
          

        

        
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      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.

       

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      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:
                  TRIMARAN CAPITAL, L.L.C., as

                      
                  Managing Member

                 

                
                  By:
                    Trimaran Fund Management,

                  L.L.C.,
                    its investment manager

                

              	
              
	
              	
              
	
              	
              
	
              	
                 

                By:

              	
                 

                /s/
                  Dean C. Kehler

              	
              	
              
	
              	
              	
                Name: 
                  Dean C. Kehler

              	
              
	
              	
              	
                Title:    
                  Managing Member

                 

              	
              
	
              	
              
	
              	
              
	
              	
                MANAGING
                  MEMBER

                 

              
	
              	
              
	
              	TRIMARAN
                CAPITAL, L.L.C. 
	
              	
              	
              	
              
	
              	
                By:
                  Trimaran Fund Management,L.L.C.,

                its
                  investment manager 

              
	
              	
              
	
              	
                 

                By:

              	
                 

                /s/
                  Dean C. Kehler

              	
              	
              
	
              	
              	
                Name:
                  Dean C. Kehler

              
	
              	
              	
                Title:   
                  Managing Member

              
	
              	
              


      

      


      


      


      


      


      


      


      


      


      


      [
        Amendment No. 1 to Second
        Amended and Restated Limited Liability Company

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

      


       

      
        
          
          

        

        
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                OTHER
                  MEMBERS

                 

              
	
              	
              
	
              	
                TRIMARAN
                  FUND II, L.L.C

                 

              
	
              	
              
	
              	
                By:  Trimaran
                  Fund Management,L.L.C.,

                its
                  investment manager 

              
	
              	
              
	
              	
                By:

              	
                 /s/
                  Dean C. Kehler

              	
              
	
              	
              	
                Name:
                  Dean C. Kehler

              	
              
	
              	
              	
                Title:   
                  Managing Member

                 

              	
              
	
              	
              
	
              	
                TRIMARAN
                  PARALLEL FUND II, L.P

                 

              
	
              	
              
	
              	
              
	
              	
                By:  Trimaran
                  Fund Management,L.L.C.,

                its
                  investment manager 

              
	
              	
              
	
              	
                By:

              	
                 /s/
                  Dean C.
                  Kehler

              	
              
	
              	
              	
                Name:
                  Dean C. Kehler

              
	
              	
              	
                Title:   
                  Managing Member

              
	
              	
              
	
              	
              
	
              	
                 

                CIBC
                  EMPLOYEE PRIVATE EQUITY

                FUND
                  (TRIMARAN) PARTNERS

                 

              
	
              	
              
	
              	
                By:
                  Trimaran Fund Management,L.L.C.,

                its
                  investment manager 

              	
              
	
              	
              
	
              	
              
	
              	
                By:

              	
                 /s/
                  Dean C.
                  Kehler

              	
              
	
              	
              	
                Name:
                  Dean C. Kehler

              	
              
	
              	
              	
                Title:   
                  Managing Member

              	
              


      

      


      


      


      


      


      [
        Amendment No. 1 to Second
        Amended and Restated Limited Liability Company

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

       

      
        
          
          

        

        
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                CIBC
                  CAPITAL CORPORATION

                 

              
	
              	
              
	
              	
                By:  Trimaran
                  Fund Management,L.L.C.,

                its
                  investment manager 

              
	
              	
              
	
              	
                By:

              	
                 /s/
                  Dean C.
                  Kehler

              	
              
	
              	
              	
                Name:
                  Dean C. Kehler

              	
              
	
              	
              	
                Title:   
                  Managing Member

              	
              
	
              	
              


      

      


      


      


      


      


      


      


      


      


      


      


      [
        Amendment No. 1 to Second
        Amended and Restated Limited Liability Company

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

      


       

      
        
          
          

        

        
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                ASP
                  EPL L.L.C.

                 

              
	
              	
              
	
              	
                By:

              	
                 /s/
                  Glenn
                  Kaufman

              	
              
	
              	
              	
                Name:
                  Glenn Kaufman

              	
              
	
              	
              	
                Title:

              	
              
	
              	
              


      

      


      


      


      


      


      


      [
        Amendment No. 1 to Second
        Amended and Restated Limited Liability Company

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

      


       

       

       

      
        
          
          

        

        
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                CONTINENTAL
                  CASUALTY COMPANY

                 

              
	
              	
              
	
              	
                By:

              	
                 /s/
                  Dennis R.
                  Hemme

              	
              
	
              	
              	
                Name:
                  Dennis R. Hemme

              	
              
	
              	
              	
                Title:   
                  Senior Vice President and Treasurer

              	
              
	
              	
              


      

      


      


      


      


      


      


      


      


      


      


      


      [
        Amendment No. 1 to Second
        Amended and Restated Limited Liability Company

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

      


       

      
        
          
          

        

        
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                MULTI-STRATEGY
                  HOLDINGS, L.P.

                 

              
	
              	
              
	
              	
                By:  Multi-Strategy
                  Holdings Offshore

                Advisors,
                  Inc., its General Partner

                 

              
	
              	
              
	
              	
                By:

              	
                 /s/
                  Jennifer
                  Barbetta

              	
              	
              
	
              	
              	
                Name:
                  Jennifer Barbetta

              	
              
	
              	
              	
                Title:   
                  Authorized Signatory

                 

              	
              
	
              	
              
	
              	
              
	
              	
                VF
                  III HOLDINGS, L.P.

                 

              
	
              	
              	
              	
              
	
              	
                By:  VF
                  III Holdings Offshore Advisors,

                Inc.,
                  its General Partner

                 

              
	
              	
              
	
              	
                By:

              	
                 /s/
                  Jennifer
                  Barbetta

              	
              
	
              	
              	
                Name:
                  Jennifer Barbetta

              
	
              	
              	
                Title:   
                  Authorized Signatory

              
	
              	
              


      

      


      


      


      


      


      


      


      


      


      


      [
        Amendment No. 1 to Second
        Amended and Restated Limited Liability Company

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

      


       

      
        
          
          

        

        
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                ZG
                  INVESTMENTS III LTD.

                 

              
	
              	
              
	
              	
                By:

              	
                 /s/
                  Michael R.
                  Deevy

              	
              
	
              	
              	
                Name:
                  Michael R. Deevy

              	
              
	
              	
              	
                Title:   
                  Director

              	
              
	
              	
              


      

      


      


      


      


      


      


      


      


      


      


      


      


      [
        Amendment No. 1 to Second
        Amended and Restated Limited Liability Company

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

       

      
        
          
          

        

        
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                BRODY
                  2005 LLC

                 

              
	
              	
              
	
              	
                By:

              	
                 /s/
                  Howard
                  Kaye

              	
              
	
              	
              	
                Name:
                  Howard Kaye

              	
              
	
              	
              	
                Title:   
                  Managing Director

              	
              
	
              	
              


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      [
        Amendment No. 1 to Second
        Amended and Restated Limited Liability Company

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

      


       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      
 

      


      
        	
              	
              
	
              	
                FEA
                  III L.P.

                 

              
	
              	
              
	
              	
                By:

              	
                 /s/
                  Linda Kao

              	
              
	
              	
              	
                Name:
                  Linda Kao

              	
              
	
              	
              	
                Title:   

              	
              
	
              	
              


      

      


      


      


      


      


      


      


      


      


      [
        Amendment No. 1 to Second
        Amended and Restated Limited Liability Company

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

      


       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      
 

      


      
        	
              	
              
	
              	
                EPL
                  CORPORATION

                 

              
	
              	
              
	
              	
                By:

              	
                 /s/
                  Michael
                  Scharf

              	
              
	
              	
              	
                Name:
                  Michael Scharf

              	
              
	
              	
              	
                Title:   
                  President

              	
              
	
              	
              


      

      


      


      


      


      


      


      


      


      


      


      


      


      [
        Amendment No. 1 to Second
        Amended and Restated Limited Liability Company

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

      


       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      
 

      


      
        	
              	
              
	
              	
                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

                 

              
	
              	
              
	
              	
              
	
              	
                 /s/
                  Peter
                  Starrett

              	
              
	
              	
                PETER
                  STARRETT

              


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      [
        Amendment No. 1 to Second
        Amended and Restated Limited Liability Company

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

      


      


       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      
 

      SCHEDULE
        A

      NAMES
        AND ADDRESSES OF MEMBERS

      


      
        	
                Name

              	
              	
                Address

              
	
                ASP
                  EPL L.L.C.

              	
              	
                c/o
                  American Securities Capital Partners, L.P.

                666
                  Third Avenue, 29th
                  Floor

                New
                  York, New York  10017

                Attention:  Glenn
                  Kaufman

                Telephone:  212-476-8000

                Fax:  212-697-5524

                 

              
	
                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

              


      

       

      
        
          
          

        

        
          Schedule
            A-1

          
            

          

        

        
          
          

        

      

       

      
        	
                 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

                 

              
	
                 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

                 

              
	
                 FEA
                  III
                  L.P.

              	
              	
                c/o
                  Rockdale Capital

                650
                  Liberty Avenue

                Union,
                  NJ  07083

                Attention:  Linda
                  Kao

                Telephone:  908-688-4815

              


      

       

      
        
          
          

        

        
          Schedule
            A-2

          
            

          

        

        
          
          

        

      

       

      
        	
                EPL
                  Corporation

              	
              	
                c/o
                  Niagara Corporation

                667
                  Madison Avenue

                11th
                  Floor

                New
                  York, New York  10021

                Attention:  Michael
                  Scharf

                Telephone:  212-317-1000

                Fax:  212-317-1001

                 

              
	
                 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:

                 

                Centre
                  Group Holdings (US) Limited

                105
                  East 17th Street

                New
                  York, NY 10003

                Attention:
                  General Counsel

                Tel:
                  212-859-2714

                Fax:
                  212-859-2790

                 

              
	
                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

              


      

       

      
        
          
          

        

        
          Schedule
            A-3

          
            

          

        

        
          
          

        

      

      
        	
              	
              	
                Los
                  Angeles, CA  90071-3106

                Attention:  Richard
                  J. Welch

                Tel:  213-680-6400

                Fax:  213-680-6499

                 

              
	
                Peter
                  Starrett

              	
              	
                1100
                  Santa Monica Boulevard

                Suite
                  1900

                Los
                  Angeles, CA  90025

                Tel:  310-444-1822

                Fax:  310-444-1870

              


      

       

      
        
          
          

        

        
          Schedule
            A-4

          
            

          

        

        
          
          

        

      

       

       

      SCHEDULE
        C

      INVESTOR
        MEMBERS

      


      
        	
                Name

              	
              	
                Address

              
	
                ASP
                  EPL L.L.C.

              	
              	
                c/o
                  American Securities Capital Partners, L.P.

                666
                  Third Avenue, 29th
                  Floor

                New
                  York, New York  10017

                Attention:  Glenn
                  Kaufman

                Telephone:  212-476-8000

                Fax:  212-697-5524

                 

              
	
              	
              	
              
	
                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

              
	
              	
              	
              


      

      
        
          
          

        

        
          Schedule
            C-1

          
            

          

        

        
          
          

        

      

       

      
        	
                FEA
                  III L.P.

              	
              	
                c/o
                  Rockdale Capital

                650
                  Liberty Avenue

                Union,
                  NJ  07083

                Attention:  Linda
                  Kao

                Telephone:  908-688-4815

                 

              
	
              	
              	
              
	
                EPL
                  Corporation

              	
              	
                c/o
                  Niagara Corporation

                667
                  Madison Avenue

                11th
                  Floor

                New
                  York, New York  10021

                Attention:  Michael
                  Scharf

                Telephone:  212-317-1000

                Fax:  212-317-1001

                 

              
	
              	
              	
              
	
                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:

                 

                Centre
                  Group Holdings (US) Limited

                105
                  East 17th Street

                New
                  York, NY 10003

                Attention:
                  General Counsel

                Tel:
                  212-859-2714

                Fax:
                  212-859-2790

                 

              
	
              	
              	
              
	
                FS
                  Equity Partners V, L.P.

                FS
                  Affiliates V, L.P.

              	
              	
                FS
                  Equity Partners V, L.P.

                FS
                  Affiliates V, L.P.

                1100
                  Santa Monica Boulevard

                Suite
                  1900

                Los
                  Angeles, CA  90025

                Tel:  310-444-1822

                Fax:  310-444-1870

              


      

      


      
        
          
          

        

        
          Schedule
            C-2

          
            

          

        

        
          
          

        

      

      


      
        	
              	
              	
                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-3