ex10-6.htm


    
 

    
      
        AMENDMENT
          NO. 1

        TO

        STOCKHOLDERS
          AGREEMENT

        


        


        This
          AMENDMENT NO. 1 (this “Amendment”) to
          the
          Stockholders Agreement is entered into as of this 26th day of December,
          2007 by
          and between Chicken Acquisition Corp., a Delaware corporation (the “Company”), and
          Trimaran Pollo Partners, L.L.C., a Delaware limited liability company (“Trimaran”).
          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 November 18, 2005, the Company entered into the Stockholders Agreement
          (the
“Agreement”)
          with Trimaran and the individuals set forth in Schedule A thereto;

         

        WHEREAS,
          the Unit Purchase Agreement (the “Unit Purchase
          Agreement”), the first closing under which was consummated on the date
          hereof, by and among the Company, Trimaran, FS Equity Partners V, L.P.
          (“FSEP V”), FS
          Affiliates V, L.P. (“FSA V”) and
          Peter
          Starrett ("Starrett" and
          together with FSEP V and FSA V, "FS"), EPL
          Intermediate, Inc. and El Pollo Loco, Inc. contemplates that FS may in
          the
          future receive a distribution of shares of the Company and become a party
          to the
          Agreement; and

         

        WHEREAS,
          in connection with the closing under the Unit Purchase Agreement, the Company,
          Trimaran and the other stockholders signatory hereto 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, Trimaran and
          the
          other stockholders signatory hereto, intending to be legally bound hereby,
          agree
          as follows:

         

        1. Amendments.

         

        
          	
                          1.1.  

                	
                  Definition
                    of FS.

                


        

         

        1.1.1. The
          following definition shall be added
          to Article I of the Agreement:

         

        
          	
                   

                	
                  “FS”
shall
                    mean FS Equity
                    Partners V, L.P. (“FSEP
                    V”) together with FS Affiliates V, L.P. (“FSA V”) and
                    Peter Starrett.
                    

                


        

         

        
          	
                          1.2.  

                	
                  Definition
                    of Permitted Transferee.

                


        

         

        1.2.1. The
          definition of “Permitted Transferee”
shall be amended to add the following proviso at the end of such
          definition:

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                   

                	
                  ;
                    provided
                    further, that FS shall be a Permitted Transferee of Trimaran.
                    

                


        

         

        
          	
                          1.3.  

                	
                  Monitoring
                    and Management Agreement.

                


        

         

        1.3.1. Section
          2.1 of the Agreement shall be
          amended to read in its entirety as follows:

         

        
          	
                   

                	
                  The
                    parties hereto acknowledge and agree that the Company, Trimaran
                    Fund
                    Management, L.L.C. and Freeman Spogli & Co. V, L.P. will enter into a
                    Monitoring and Management Agreement (the “Management
                    Agreement”), the form of which is attached as Exhibit A, which
                    provides for, among other things, the payment of monitoring fees
                    and
                    transaction fees by the Company, in exchange for advisory services
                    provided by the Trimaran Group and Freeman Spogli & Co. V, L.P.
                    

                


        

         

        
          	
                          1.4.  

                	
                  Tag-Along
                    Rights.

                


        

         

        1.4.1. Section
          4.1(a) of the Agreement shall be
          amended in its entirety to read as follows:

         

        
          	
                   

                	
                  Until
                    the occurrence of a Qualified Public Offering, subject to the
                    restrictions
                    on Transfer set forth in Section 3.1 hereof and subject to Section
                    4.3
                    hereof, in the case of a proposed Transfer of five percent (5%)
                    or more of
                    the shares of Company Stock held by Trimaran (the “Transferring
                    Stockholder”) (a “Tag-Along
                    Transfer”), each other Stockholder (other than FS and its Permitted
                    Transferees) may exercise tag-along rights in accordance with
                    the terms,
                    conditions and procedures set forth herein (any Stockholder exercising
                    such rights, a “Tagging
                    Stockholder”).  FS shall not have any rights with respect
                    this Section 4.1. 

                


        

         

        
          	
                          1.5.  

                	
                  Right
                    of First Offer.

                


        

         

        1.5.1. The
          first sentence of Section 4.3 of the
          Agreement shall be amended in its entirety to read as
          follows:

         

        
          	
                   

                	
                  Following
                    the five year restriction period set forth in Section 3.1(a)(iii)
                    or if
                    the directors of the Company consent to an earlier Transfer pursuant
                    to
                    Section 3.1(a)(iii), upon the receipt by any Stockholder (other
                    than FS
                    and its Permitted Transferees or any member of the Trimaran Group)
                    (“Transferor”)
                    from a Third Party of a Bona Fide Offer to purchase or otherwise
                    acquire
                    (or if such Transferor has otherwise agreed to Transfer to a
                    Third Party
                    (other than in connection with a Qualified Public Offering))
                    all or a
                    portion of Transferor's shares of Company Stock (other than a
                    Transfer
                    pursuant to Section 4.2) which Transferor desires to accept,
                    Transferor
                    shall cause the Third Party's offer to be reduced to writing
                    and shall
                    provide a copy of such written notice of such Third Party's offer
                    (the
                    “ROFO
                    Notice”) to the Company, and the Company shall provide a copy
                    thereof to Trimaran. 

                


        

         

        
          	
                          1.6.  

                	
                  Drag-Along
                    Rights.

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        1.6.1. Section
          5.1(a) of the Agreement shall be
          amended in its entirety to read as follows:

         

        
          	
                   

                	
                  If
                    (i) the Trimaran Group (the “Selling
                    Stockholders”) agree to Transfer, in any single or series of
                    related transactions, greater than fifty percent  (50%) of the
                    aggregate number of the shares of Company Stock held by the Selling
                    Stockholders to a non-affiliated third party or (ii) the Selling
                    Members
                    (as defined in the LLC Agreement) exercise drag-along rights
                    pursuant to
                    Section 8.04 of the LLC Agreement (an “LLC
                    Drag”, and
                    (i) and (ii) collectively, “Drag-Along Transfers”), the
                    Selling Stockholders may exercise drag-along rights in accordance
                    with the
                    terms, conditions and procedures set forth herein; provided that
                    the
                    Selling Stockholders shall not have any such rights with respect
                    to shares
                    of Company Stock held by FS, and its Permitted Transferees.
                    

                


        

         

        
          	
                          1.7.  

                	
                  Demand
                    Registration Rights.

                


        

         

        1.7.1. Section
          7.1(a) of the Agreement shall be
          amended in its entirety to read as follows:

         

        
          	
                   

                	
                  Subject
                    to Section 7.1(c) below, upon written notice (a “Demand
                    Notice”)
                    either from (A) any member of the Trimaran Group after one hundred
                    eighty
                    (180) days following the occurrence of an initial public offering
                    (or such
                    shorter period pursuant to which the underwriters require the
                    Stockholders
                    to be “locked-up” pursuant to Section 7.12) or (B) FS after (x) 2 years
                    following, the occurrence of a Qualified Public Offering or (y)
                    any time
                    after the value of common stock of the Company, based on any
                    daily closing
                    price, previously sold to the public pursuant to registration
                    statements
                    or pursuant to Rule 144 under the Securities Act, exceeds $100
                    million,
                    but not before 2 years following an initial public offering of
                    the
                    Company’s equity securities under the Securities Act (each of (A) and
                    (B),
                    the “Requesting
                    Stockholder” and any Registrable Securities thereof to be included
                    in such demand, the “Demand
                    Securities”), the Company shall use all reasonable efforts to
                    effect at the earliest possible date and maintain a registration
                    of
                    Registrable Securities held by the Requesting Stockholder, its
                    Permitted
                    Transferees and any underwriter with respect to such Registrable
                    Securities, in accordance with the intended method or methods
                    of
                    disposition specified by the Requesting Stockholder (including,
                    but not
                    limited to, an offering on a delayed or continuous basis pursuant
                    to Rule
                    415 (or any successor rule) promulgated under the Securities
                    Act); provided, that FS collectively
                    shall be entitled to deliver an aggregate of up to two (2) Demand
                    Notices
                    and only for so long as FS holds 10% or more of the aggregate
                    outstanding
                    shares of common stock of the Company; provided further that
                    if, after
                    a Registration request pursuant to this Section 7.1 has been
                    made, the
                    Company has determined in good faith, after consultation with
                    its outside
                    legal counsel, that the filing of a Registration request would
                    require the
                    disclosure of material information which the Company has a bona
                    fide
                    business purpose for preserving as confidential, the Company
                    shall not be
                    obligated to effect a Registration pursuant to this Section 7.1
                    until the
                    earlier of (A) the date upon which such material information
                    is disclosed
                    to the public by the Company or ceases to be material, or
                    (B)

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        
          	
                   

                	
                  forty-five
                    (45) days after such good faith determination; provided, further,
                    that the
                    Requesting Stockholder shall not have the right to utilize the
                    services of
                    an underwriter unless the anticipated gross proceeds of the shares
                    of
                    Company Stock to be offered exceed $25 million.  The Requesting
                    Stockholder requesting a Registration under this Section 7.1
                    may, at any
                    time prior to the effective date of the registration statement
                    relating to
                    such Registration, revoke such request by providing written notice
                    thereof
                    to the Company, which revocation shall not count as a demand
                    registration
                    under this Section 1.7.  Notwithstanding anything to the
                    contrary herein, FS's right to deliver a Demand Notice shall
                    be subject to
                    the following limitations and FS’s registration rights hereunder shall be
                    subject to the following: 

                


        

         

        i.            
          the Company shall have the
          right
          to delay any Registration pursuant to a Demand Notice from FS under the
          circumstances and subject to the provisions of Section 7.1(a) for a period
          of no
          more than 90 days from the date such Demand Notice (as opposed to 45 days);
          provided that the Company may exercise each such delay right on only one
          occasion;

         

        ii.            
          a member of the Trimaran
          Group may
          elect with respect to one demand right to be exercised by any member of
          the
          Trimaran Group under this Agreement, to preempt any Demand Notice delivered
          by
          FS, by delivery of written notice to FS within ten (10) Business Days of
          the
          Trimaran Group's receipt of FS's Demand Notice, in which case FS shall
          not be
          deemed to have exercised its right to deliver a Demand
          Notice.  Notwithstanding any other provisions of this Agreement to the
          contrary, FS shall have the right to participate in such demand and any
          other
          demand registration by any member of the Trimaran Group on a pro rata basis
          with
          the members of the Trimaran Group based on the number of shares sought
          to be
          included in such demand by FS and the members of the Trimaran Group and
          any
          member of the Trimaran Group shall have the right to participate in any
          demand
          registration by FS or its transferees on a pro rata basis with FS or its
          transferees based on the number of shares sought to be included in such
          demand
          by FS or its transferees and the members of the Trimaran
          Group.

         

        1.7.2. Section
          7.3(b)(i) shall be amended to
          read in their entirety as follows:

         

        
          	
                   

                	
                  (i)   first,
                    all Demand Securities
                    proposed to be sold by the Trimaran Group and all securities
                    proposed to
                    be sold by FS (if FS is then an Additional Stockholder) in such
                    offering
                    to be allocated pro rata among the Trimaran Group and FS based
                    on the
                    number of shares sought to be included in such demand by FS and
                    the
                    members of the Trimaran
                    Group.

                


        

         

        1.7.3. A
          new Section 7.3A shall be added to the
          Agreement as follows:

         

        
          	
                   

                	
                  Section
                    7.3A. FS
                    Form
                    S-3 Registration Rights.  At the time set forth in
                    Section 8.07(b) of the LLC Agreement, as amended, and subject
                    to the terms
                    and conditions in Section 8.07 thereof as if FS were an Investor
                    Member
                    (as defined in therein), FS shall have Short Form Demand Rights
                    (as
                    defined therein) with respect to its shares of Company common
                    stock (the
                    "S-3
                    Registrable
                    Stock") for so long as the aggregate number of shares of S-3
                    Registrable Stock held by FS equals (A) an amount which
                    

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
        

        
          	 	 would
                  equal more than 15% of the outstanding Membership Units of
                  Trimaran if FS were still a member of Trimaran; provided
                  that
                  the LLC Agreement, as amended, is still in effect or (B) if the
                  LLC
                  Agreement is not in effect, an amount equal to 15% of the aggregate
                  outstanding shares of Company common stock; provided
                  further that for purposes of this Agreement, S-3 Registrable Stock
                  shall
                  not include (i) any securities sold to the public either pursuant
                  to a
                  Registration Statement which has been declared effective under
                  Securities
                  Act or pursuant to Rule 144 of the Securities Act (or any successor
                  provision thereof), or (ii) securities which, in the written opinion
                  of
                  counsel to the Company, reasonably acceptable to FS, may be sold
                  during
                  any single three-month period under Rule 144; provided
                  that
                  such securities include all of the shares of Company common stock
                  collectively held by FS; provided further that
                  (A) the
                  Company shall not be required to file registration statements pursuant
                  to
                  any Short Form Demand Right more than twice in any 12-month
                  period.  Such Short Form Demand Rights shall not reduce the two
                  demand registrations to which FS is entitled under Section 7.1.
                  


        

         

        
          	
                          1.8.  

                	
                  A
                    new Section 12.2 shall be added
                    to the Agreement and Article XII shall be retitled EXCULPATION
                    AND
                    FINANCIAL INFORMATION.

                


        

         

        
          	
                   

                	
                  12.2
                    Financial
                    Information.  For so long as FS holds 5% or more of the
                    aggregate outstanding shares of common stock of the Company,
                    FS shall be
                    entitled to receive the financial statements and reports of the
                    Company
                    that a member of Trimaran is entitled to receive pursuant to
                    Section 9.04
                    of the LLC Agreement, as amended; provided that FS complies with
                    all
                    applicable securities regulations, including without limitation,
                    if
                    applicable, by entering into a confidentiality agreement.
                    

                


        

         

        
          	
                          1.9.  

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

                


        

         

        
          	
                   

                	
                  Neither
                    this Agreement nor any right, remedy, obligation or liability
                    arising
                    hereunder or by reason hereof shall be assignable by the Company
                    or any
                    Stockholder except in connection with Transfers of Company Stock
                    to
                    Permitted Transferees and other Persons permitted by the terms
                    of this
                    Agreement. Notwithstanding anything to the contrary in this Agreement,
                    FS
                    may assign its rights under this Agreement to a purchaser permitted
                    under
                    the LLC Agreement or this Agreement, as applicable, of 100% of
                    the units
                    collectively held by FS (exclusive of Starrett who shall not
                    retain any
                    rights under this Agreement after such Transfer) in Trimaran
                    or 100% of
                    the shares of common stock of CAC that FS collectively holds
provided
                    that
                    at the time of such assignment and purchase, FS collectively
                    has
                    beneficial ownership (as defined under Rule 13d-3 of the Exchange
                    Act) of
                    at least 10% of the aggregate outstanding shares of CAC common
                    stock.
                    

                


        

         

        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.  The Company and


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        Trimaran
          will not consent to the revision, amendment or alteration of the Agreement
          in a
          manner that would have a material adverse effect on the rights of FS without
          the
          consent of FS.

         

        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.

         

        


         

        
          	 	 	
                  CHICKEN
                    ACQUISITION CORP.

                
	 	 	 
	 	 	 
	 	 	
                  By:

                	 /s/
                  Stephen E.
                  Carley	 
	 	 	
                  Name:
                    Stephen E. Carley

                
	 	 	
                  Title:   
                    Vice President

                
	 	 	 
	 	 	 
	 	 	 
	 	 	
                  TRIMARAN
                    POLLO PARTNERS, L.L.C.

                
	 	 	 
	 	 	 
	 	 	
                  By:

                	 /s/
                  Dean C.
                  Kehler	 
	 	 	
                  Name:
                    Dean C. Kehler

                
	 	 	
                  Title:   
                    Vice President