EXHIBIT
10.35

    


    CONFIDENTIAL
INFORMATION (IDENTIFIED BY ***) HAS BEEN OMITTED BASED

    UPON A
REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF

    THE
SECURITIES EXCHANGE ACT OF 1934 AND HAS BEEN SEPARATELY FILED

    WITH THE
SECURITIES AND EXCHANGE COMMISSION

    


    FIRST
AMENDMENT

    TO

    DISTRIBUTION
AGREEMENT

    


    This FIRST AMENDMENT TO DISTRIBUTION
AGREEMENT (“Amendment”) is made and entered into as of August 3, 2006 by and
between Meadowbrook Meat
Company, Inc., a North Carolina corporation d/b/a MBM Corporation
(hereinafter referred to as “MBM”) and El Pollo Loco, Inc., a
Delaware corporation (hereinafter referred to as “EPL”), with regard to the
following facts:

    


    
      	
               
      

            	
              A.

            	
              On
      or about August 15, 2005, the parties entered into that certain
      Distribution Agreement (the “Agreement”) for the distribution by MBM of
      various goods throughout the EPL restaurant
  system.

            


    

    


    
      	
               
      

            	
              B.

            	
              All
      capitalized terms not otherwise defined herein shall have the same meaning
      as that ascribed to such terms in the
Agreement.

            


    

    


    The parties agree that the Agreement
shall be amended as follows:

    


    
      	
              1.

            	
              All
      “per-pound” distribution fees for fresh chicken in Schedule C to the
      Agreement shall be increased by ***. This increase shall become effective
      for goods delivered on or after August 3, 2006. All deliveries of goods
      prior to that date shall be charged at the original fee reflected in the
      Agreement.

            


    

    


    
      	
              2.

            	
              The
      distribution fee for Macaroni & Cheese shall be as originally charged.
      The recent unilateral increase in this fee that was implemented by MBM
      shall be reversed and EPL shall receive a credit for any fees charged at
      the increased rate.

            


    

    


    
      	
              3.

            	
              MBM
      acknowledges and agrees that it has not undercharged for any of its
      services under the Agreement and that EPL does not owe MBM any money for
      any such previously-alleged
undercharges.

            


    

    


    
      	
              4.

            	
              MBM
      will distribute to EPL restaurants in the Easter half of the United States
      from MBM’s Rocky Mount distribution facility, unless and until MBM opens
      or acquires another distribution facility which the parties agree will be
      better suited and located for purposes of distributing to EPL restaurants
      in the Easter. U.S.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
              5.

            	
              All
      other provisions of the Agreement not specifically superseded by the terms
      and conditions of this Amendment are hereby ratified and affirmed and
      remain a part of the agreement between the parties with respect to the
      subject matter hereof. Notwithstanding, both parties reserve the right to
      assert any and all legal arguments in connection with the interpretation
      and enforcement of the Agreement, and this document shall not act as an
      estoppel nor be used as evidence of either parties’ accession to any terms
      or conditions not specifically addressed
herein.

            


    

    


    Executed
as of the day and year first set forth above.

    


    
      
        
          
            
              
                	
                        EPL:

                      	El
      Pollo Loco, Inc.
	 
      	 	 
      
	 
      	 	
                        By:

                      	
                        /s/ Joseph Stein

                      
	 
      	 	
                        Its:

                      	
                        Chief
      Financial
Officer

                      


              

            

          

        

      

    

    


    
      
        
          
            	
                    MBM:

                  	MBM
      Corporation
	 
      	 	 
      
	 
      	 	
                    By:

                  	
                    /s/ Andy Blanton

                  
	 
      	 	 
      	
                     
      Andy Blanton

                  
	 
      	 	 
      	
                     
      Vice
President

                  


          

        

      

    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    

      EXHIBIT
10.35

      


      CONFIDENTIAL
INFORMATION (IDENTIFIED BY ***) HAS BEEN OMITTED BASED

      UPON A
REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF

      THE
SECURITIES EXCHANGE ACT OF 1934 AND HAS BEEN SEPARATELY FILED

      WITH THE
SECURITIES AND EXCHANGE COMMISSION

      


      DISTRIBUTION
AGREEMENT

      


      This
Agreement is made and entered into as of August 15, 2005, by and between Meadowbrook Meat Company,
Inc., a North Carolina corporation d/b/a MBM Corporation (hereinafter
referred to as “MBM”) and El
Pollo Loco, Inc., a Delaware corporation (hereinafter referred to as
“EPL”)

      


      WITNESSETH:

      WHEREAS, EPL is in the
business of operating and franchising El Pollo Loco restaurants (the
“Restaurants”) and as such requires various food products to be delivered to
such Restaurants for sale to its customers; and

      


      WHEREAS, MBM is in the
business of food and beverage distribution and related services and has the
capability and facilities to supply EPL and the authorized owner/operators of
the franchised Restaurants (“EPL Franchisees”) with certain products EPL and/or
the EPL Franchisees require in the Restaurants currently or hereafter operated
by EPL and the EPL Franchisees, as the case may be; and

      


      WHEREAS, EPL and MBM desire to
enter into an agreement whereby MBM will distribute and supply Approved Products
(as hereinafter defined)  to the Restaurants currently or hereafter
operated by EPL and the EPL Franchisees as ordered by EPL or the EPL
Franchisees, as the case may be, upon the terms and conditions of this
Agreement.

      


      NOW, THEREFORE, in
consideration of the premises; of the mutual covenants set forth in this
Agreement; and of other good and valuable consideration, the receipt and
sufficiency of which each party hereby acknowledges the parties to this
Agreement hereby agree as follows:

      


      
        	
                1.

              	
                Approval of
      MBM.  EPL hereby approves MBM as the sole and exclusive
      approved distributor of the goods specified on Exhibit A to this Agreement
      (the “Approved Products”) to the EPL Restaurants within the territories
      served by and solely from the distribution facilities listed on Exhibit B
      to this Agreement, during the term of this Agreement. In the event that
      EPL or the EPL Franchisees, as the case may be, opens a new Restaurant in
      an area or territory not currently served by MBM from one of the
      distribution facilities listed on Exhibit B, MBM shall have the ability to
      propose distribution to the new Restaurant from another MBM
      facility.  It is agreed that should MBM offer the same terms as
      specified in this Agreement, to the new Restaurant the additional MBM
      facility will be added to those currently listed on Exhibit B, provided
      that the new MBM facility meets the same EPL distribution quality
      standards that are in effect at that time for the other EPL-approved
      distribution facilities. Should MBM not offer the same terms as specified
      in this agreement, it is agreed that EPL may approve other distributors
      within any area or territory not served by MBM from one of the
      distribution facilities listed on Exhibit B.  EPL and MBM may
      supplement and amend the list of Approved Products and/or distribution
      facilities specified on Exhibits A & B to this Agreement from time to
      time by preparing and signing a substitute Exhibit A or B to this
      Agreement.

              


      


      
        
           


        

        
          Page 1 of
13

          
            

          

        

        
           


        

      


      
        	
                2.

              	
                Distribution Services
      to EPL and EPL Franchise Restaurants.  MBM shall serve as
      a full-line distributor of all of the Approved Products and shall fill
      orders of Approved Products only from all of the Restaurants operated by
      EPL and/or the EPL Franchisees served by the distribution facilities
      listed on Exhibit B.  EPL shall use its best efforts to place
      grocery orders to be received by MBM on or before 10:00 AM two days prior
      to scheduled dispatch, via a mutually agreed upon electronic order
      method.  EPL shall encourage EPL Franchisees to order on the
      same basis, but EPL shall have no control over, nor responsibility for,
      the timing or method of orders placed by EPL Franchisees.  In
      the event that an EPL Franchisee is not able to order on the same basis,
      MBM will not be required to offer the same Distribution Fee Structure as
      outlined in Exhibit C.

              


      

      


      
        	
                3.

              	
                Delivery of Approved
      Products.  MBM will use its best efforts to cause to be
      delivered to the Restaurants currently or hereafter operated by EPL or the
      EPL Franchisees, Approved Products, within the delivery windows described
      in Exhibit C.  MBM will use its best efforts to ensure that the
      delivery days and times will be scheduled so as to cause as little
      interruption to the operation of the Restaurants as is practical under the
      circumstances.  For deliveries made to Restaurants owned and
      operated by EPL during EPL business hours, EPL will make available an
      employee to be in charge of accepting delivery of Approved Products from
      MBM and such employee shall have the authority to accept delivery and sign
      the invoice for Approved Products delivered.  EPL shall
      encourage EPL Franchisees to accept deliveries on the same basis, but EPL
      shall have no control over, nor responsibility for, the manner in which
      EPL Franchisees accept orders.  In the event that an EPL
      Franchisee is not able to accept deliveries on the same basis, MBM will
      not be required to offer the same Distribution Fee Structure as outlined
      in Exhibit C.

              


      

      


      Delivery
Storage Requirements:

      
        	
                 
      

              	
                -

              	
                Fresh
      Chicken - place on trough (if cleared off in advance by EPL Restaurant) up
      to four cases high

              


      

      
        	
                 
      

              	
                -

              	
                Frozen
      – place full case quantities into freezer and any over stock quantities
      unable to fit into the Cooler

              


      

      
        	
                 
      

              	
                -

              	
                Cooler
      – neatly stack all cooler products inside Cooler onto the
      floor

              


      

      
        	
                 
      

              	
                -

              	
                Dry  -
      Place all dry products in area outlined by established restaurant
      requirements

              


      

      


      
        	
                4.

              	
                Invoicing Upon
      Delivery.  For deliveries during normal business hours,
      MBM shall furnish to the EPL employee, or EPL Franchisee employee, as the
      case may be, who is in charge of accepting the delivery two copies of an
      invoice (or other forms of the electronic media equivalent, if agreed to
      by both parties) which shall specify the Approved Products delivered and
      the price therefore.  Any adjustments due EPL or the EPL
      Franchisee, as the case may be, for any reason shall be appropriately
      noted on the invoice or other credit document at the time of
      delivery.  Credits will be issued to EPL or the EPL Franchisee,
      as the case may be, within four (4) days after return of the MBM delivery
      vehicle from the route on which the discrepancy
  occurred.

              


      


      
        
           


        

        
          Page 2 of
13

          
            

          

        

        
           


        

      


      
        	
                5.

              	
                Approved
      Suppliers.  EPL shall provide to MBM a list of suppliers
      with whom EPL has contracted to supply Approved Products to the
      Restaurants (“Approved Suppliers”) and from time to time any changes to
      that list.   EPL shall inform MBM of the terms of sale, if
      any, that EPL has negotiated with each Approved Supplier.  MBM
      shall have the right to purchase under those payment terms or MBM may
      negotiate better terms from the Approved Supplier; but shall inform EPL of
      those terms. MBM shall use only Approved Suppliers in supplying the
      Approved Products to the Restaurants, and shall purchase Approved Products
      from the Approved Suppliers only pursuant to order quantities and pricing
      agreements negotiated by EPL or agreements negotiated with the Approved
      Supplier directly by MBM

              


      

      


      It is
understood that MBM may choose to manage inbound freight based upon actual cost
of vendor  freight rates and/or upon published tariffs.

      


      
        	
                6.

              	
                Inventory, Sales Price
      and Delivery Terms.

              


      

      


      A.           Approved
Products.  MBM will purchase and stock Approved Products which
shall have been designated by EPL (pursuant at EPL’s option, to arrangements,
prices and terms negotiated by EPL with its selected manufacturers; provided,
however, that EPL shall use its best efforts to assure that such arrangements
shall not prohibit nor reduce MBM’s revenue stream derived from supplier cash
discounts, or MBM enjoying other favorable trade terms which are otherwise made
available to distributors.  Any reduction in revenues streams derived
by cash discounts shall entitle MBM to an equal offsetting increase in the
Distribution Fee structure outlined in Exhibit C herein, provided that, and only
to the degree that, such reduction did not result from a change in policy by the
Approved Supplier and EPL did not use its best efforts to attempt to negotiate
for the best available cash discounts within the context of the other contract
terms.) and which shall appear on an approved list to be supplied to MBM, as set
forth in Exhibit A and as amended by EPL from time to time.  MBM shall
order in quantities sufficient to meet its contractual obligations to EPL and
the EPL Franchisees.

      


      MBM shall
purchase Approved Products from Approved Suppliers based upon a two-week average
sales by Distribution Center provided this two-week average movement quantity
will not create shelf-life issues.

      


      B.           Delivery Terms.
Regardless of the method of shipment, title and risk of loss shall not transfer
until the delivery and acceptance of goods by an EPL or EPL Franchisee
Restaurant purchasing the goods.

      



      
        
           


        

        
          Page 3 of
13

          
            

          

        

        
           


        

      


      C.           Inventory.  EPL
shall make MBM whole for any inventory related losses which by reason of
discontinuance or material fluctuations in usage show no movement or
insufficient movement for thirty (30) days after stocking by
MBM.  Insufficient movement is defined as an inventory level greater
than eight (8) weeks on hand based upon current product usage provided such
excessive inventory was not due to ordering patterns by MBM in excess of those
contemplated based upon EPL projected usages.  However, EPL will not
be held responsible for inventory ordered by MBM, which is excess of a thirty
(30) day supply unless EPL had specifically directed MBM to order such excess
amounts.

      


      In order
to make MBM financially whole, as contemplated in the previous paragraph, EPL
shall have the option to either (i) promptly purchase the Approved Product and
remove it from MBM’s inventory, (ii) promptly purchase the Approved Product,
leave it in MBM’s facility, subject to MBM having adequate space to accommodate
the Approved Product, and pay MBM reasonable storage and handling costs until
disposal by MBM in a manner and upon terms approved by EPL, or (iii) arrange for
return of the Approved Products to the original supplier and pay for the
Approved Products’ shipping and handling, if agreed to by MBM and original
supplier.  MBM shall provide EPL reports on a monthly basis on
inventory movement to allow notice of material fluctuations in usage which
reports will highlight any inventory showing no movement for thirty (30) days or
insufficient movement to maintain quality.

      


      D. Credit
Terms.  Payment from EPL and all EPL Franchisees is required
via ACH twenty-one (21) days from invoice date.  MBM has the right to
continuously to evaluate the creditworthiness of EPL and the participating EPL
Franchisees and to implement and enforce, in its sole and absolute discretion,
its credit policies with respect to the distribution activities affecting such
restaurants which include, but are not limited to, the right of MBM to (i) hold
EPL or an EPL Franchisee to stricter credit standards, (ii) require immediate
payment by EPL or an EPL Franchisee of all past due balances, and (iii)
immediately cease shipping Approved Products to EPL Restaurants or an EPL
Franchisee.  At a minimum, a purchase money security interest
agreement, a personal guarantee, and an executed MBM credit agreement will be
required for 21-day terms.

      


      E.           Sales
Price.  The sales price of the Approved Products is set forth
in Exhibit C to this Agreement.  EPL shall be eligible to receive the
prompt payment discounts set forth in Exhibit C.

      


      
        	
                7.

              	
                Term of
      Agreement.  The term of this Agreement and EPL approval
      of MBM as an exclusive approved distributor of the Approved Products shall
      begin on the date of this Agreement and shall continue until August 31,
      2010, unless sooner terminated in accordance with the other provisions
      hereof.

              


      

      


      8.           Termination of
Agreement.

      


      A.  General.
Notwithstanding any other provisions hereof, with or without cause either party
may terminate this Agreement by and effective upon not less than twelve (12)
months’ prior notice to the other party hereto; provided that no such notice of
termination without cause pursuant to this paragraph A may be delivered by
either party prior to the fourth, (4th)
anniversary of the date hereof.


      
        
           


        

        
          Page 4 of
13

          
            

          

        

        
           


        

      


      B.  Breach. If either
party fails to perform any material obligation hereunder, including the failure
of MBM to supply Approved Products in accordance with the terms and conditions
hereof, but excluding a breach of MBM’s credit policy, the other party may, in
addition to any other remedy it may have at law or in equity, give notice of its
intent to terminate this Agreement for material breach, specifying the act or
omission upon which such notice is based.  If the specified default is
not cured within sixty (60) days following the date of such notice, the
complaining party shall be entitled to terminate this Agreement immediately upon
written notice to the breaching party effective on the date of such notice,
provided the default is not cured prior to the date of such notice.

      


      In the
event of a breach of MBM’s credit policy, MBM has the right to take any of the
actions it determines, in MBM’s sole discretion, necessary and reasonable in the
circumstances including but not limited to those  actions outlined in
paragraph 6.D. herein.

      


      C.           Insolvency, Bankruptcy or
Receivership.  In the event that either party: (i) makes an
assignment for the benefit of creditors; or (ii) has a petition initiating a
proceeding under the Bankruptcy Code or its amendments filed by or against it,
and such petition is not set aside or dismissed within one hundred twenty (120)
days after such filing; or (iii) files any proceedings for liquidation or
dissolution or has a receiver, trustee or custodian appointed for all or part of
its assets, the other party may terminate this Agreement immediately upon
written notice to the financially troubled party effective on the date of such
notice.  The parties acknowledge and agree that, in the event of a
bankruptcy by either party, cause exists under the terms and circumstances of
this Agreement for the court to require debtor under Section 365(d) of the
Bankruptcy Code to make a decision to assume or reject this Agreement within one
hundred twenty (120) days of the petition date.  The parties also
agree that the intent of the parties pursuant to this agreement is that any
debts owed by any debtor in a Chapter 11 reorganization cannot be bifurcated and
assigned to certain assets or stores.  The entire estate in any
reorganization pursuant to the bankruptcy code or any assets placed into
receivership shall be indivisibly bound by MBM’s credit terms and the terms of
this agreement.

      


      
        	
                9.

              	
                Sale of Certain
      Approved Goods.  MBM shall not sell or otherwise
      distribute any goods bearing any trademark of EPL (“EPL Label Goods”)
      except to EPL, EPL Franchisees, or to other persons designated from time
      to time in writing by EPL as approved to receive EPL Label
      Goods.  MBM shall not sell or otherwise distribute any Approved
      Products, which EPL designates in writing as purchased on special terms
      negotiated with Approved Suppliers, except to restaurants operated by EPL,
      EPL Franchisees, or to other persons designated from time to time in
      writing by EPL as approved to receive Approved Products.  The
      approval rights set forth in this Section 9 shall include the right to
      approve specific goods for distribution to specific restaurants or
      franchisees.  MBM shall only sell “limited time only” products
      during the promotional period outlined by EPL unless EPL has provided
      written permission to do
otherwise.

              


      


      
        
           


        

        
          Page 5 of
13

          
            

          

        

        
           


        

      


      
        	
                10.

              	
                Limited License to Use
      Trademarks, Service Marks, and Logotypes.  In accordance
      with the terms of this Agreement, EPL hereby grants to MBM during the term
      of this Agreement, a limited license to use the EPL trademarks, service
      marks, and logotypes in connection with the sale of the EPL Label Goods
      only to EPL, EPL Franchisees and other persons specified in writing by
      EPL.

              


      

      


      
        	
                11.

              	
                Reports.  MBM
      will furnish to EPL reports in a manner consistent with past
      practice.

              


      

      


      
        	
                12.

              	
                Inspection of
      Facilities, Product Testing, and Recalls.  EPL or its
      representatives shall have the right to inspect MBM’s facilities,
      products, and handling and storage and delivery procedures and services at
      any time during regular business hours at EPL’s expense.  In
      addition, on at least an annual basis, MBM shall arrange to have an
      independent plant inspection company inspect the distribution facilities
      listed on Exhibit B for food safety, security and sanitation at MBM’s
      cost.  MBM shall authorize and hereby authorizes that inspection
      company to release one copy of its inspection report directly to
      EPL.  MBM agrees to maintain the minimum acceptable score for
      food safety, security and sanitation audits as outlined in EPL Guidelines
      and Procedures for Independent Plant Inspections.  Upon EPL
      written request, MBM shall send to EPL reasonable quantities of any
      Approved Good for testing, so long as MBM is reimbursed for its reasonable
      out-of-pocket costs.  MBM shall comply with any product recalls
      deemed necessary by EPL or its approved suppliers, so long as MBM is
      reimbursed for its reasonable
      out-of-pocket  costs.  Product recalls will be handled
      by MBM and EPL as set forth in Exhibit
D.

              


      

      


      
        	
                13.

              	
                Effect of Termination
      of Agreement.  Upon the termination of this Agreement
      pursuant to Paragraph 8 above, MBM shall immediately cease the sale of any
      EPL Label Goods, except as set forth in this Section.  In the
      event of such termination of this agreement, EPL shall purchase or shall
      cause a third party (who is authorized by EPL to distribute or sell EPL
      Label Goods) to purchase MBM’s inventory of products stocked for the EPL
      restaurants and franchisees of EPL at MBM’s Landed Cost plus out of pocket
      costs, if any, incurred in storage and transfer of
      products.   For purposes of this Agreement, “Landed Cost”
      shall mean the actual amount paid by MBM for the Approved Product in
      question, including all discounts taken in connection therewith, plus the
      actual cost of in-bound freight paid by MBM to third party carriers in
      connection with the delivery of such Approved Product to MBM’s
      facility.  EPL shall purchase or cause to be purchased all
      perishable Approved Products within seven (7) days following the
      termination of this Agreement and all frozen and dry Approved Products
      within twenty-one (21) days following the termination of this
      Agreement.  After the termination of this Agreement, MBM shall
      not identify itself as an approved distributor of EPL goods or
      products.

              


      


      
        
           


        

        
          Page 6 of
13

          
            

          

        

        
           


        

      


      
        	
                14.

              	
                Effect of Expiration
      of Agreement.  In the event of the expiration of this
      Agreement pursuant to Paragraph 7 above, EPL shall purchase or shall cause
      a third party (who is authorized by EPL to distribute or sell EPL Label
      Goods) to purchase MBM’s inventory of Approved Products stocked for EPL
      restaurants and franchisees of EPL (in quantities that do not exceed those
      contemplated in Exhibit C, provided that quantities exceeding those
      contemplated in Exhibit C are not the result of EPL or its franchisees
      reducing its purchases of Approved Products from MBM), at MBM’s Landed
      Cost plus a reasonable inventory and warehouse handling charge not to
      exceed fifty percent (50%) of the Fee Per Case in effect as of the date of
      the expiration.  EPL shall purchase or cause to be purchased all
      perishable Approved Products within seven (7) days following the
      expiration of this Agreement and all frozen and dry Approved Products
      within twenty-one (21) days following the expiration of this
      Agreement.  After the expiration of this Agreement, MBM shall
      not identify itself as an approved distributor of EPL goods or
      products.

              


      

      


      
        	
                15.

              	
                Worker’s Compensation
      / Insurance.  MBM agrees that its agents and employees
      are, at MBM’s expense, covered by applicable and adequate workman’s
      compensation coverage in all states in which such employees and agents are
      required to be covered.  MBM further agrees that it will
      maintain in full force and effect liability insurance coverage with single
      occurrence limits of at least $5,000,000 for injuries, damages, personal
      and bodily injuries and damages sustained by third persons as a result of
      MBM’s performance under this Agreement.  MBM agrees to furnish
      certificates of insurance as to such coverage upon request by
      EPL.  EPL shall be named as the additional insured on all such
      policies of insurance as EPL reasonably requests.  MBM will
      provide EPL annually with a certificate that such insurance is in force
      and that, if applicable, EPL is named as an additional
      insured.  MBM shall notify EPL immediately of any cancellation,
      termination or any other change whatsoever in insurance policies
      maintained under this Section 15.  EPL shall have the right to
      request such notice directly from the company or companies issuing such
      policies of insurance.

              


      

      


      
        	
                16.

              	
                Warranty of
      Goods.  With regard to any goods sold pursuant to this
      Agreement, MBM makes the following warranties and none
    other:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                MBM
      has good title to the goods, free from any security interest or other lien
      or encumbrance, and has the right to transfer the goods pursuant to the
      terms of this Agreement.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                MBM
      shall have maintained the goods in the same condition as when
      manufactured, free of damage, contamination or adulteration and in the
      original packaging.  If MBM repackaged any of the goods, the
      repackaging shall have met the supplier’s and EPL’s specifications at no
      expense to EPL, its franchisees, or its licensed
    restaurants.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                MBM
      shall have delivered frozen and refrigerated goods within temperature
      ranges as specified by EPL or the supplier of the goods, whichever
      standard is more stringent.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                MBM
      shall store and transport all food and other Approved Products covered by
      this Agreement in compliance with all applicable regulations of the Food
      and Drug Administration and the United States Department of Agriculture,
      as well as all other applicable federal, state and local
      laws.  MBM shall replace and redeliver any non-complying or
      non-conforming goods at no additional
charge.

              


      


      
        
           


        

        
          Page 7 of
13

          
            

          

        

        
           


        

      


      
        	
                17.

              	
                Indemnification.  MBM
      shall indemnify, defend, protect and hold harmless EPL and its directors,
      managers, officers, employees and agents and, EPL subsidiaries, and EPL
      Franchisees; and the directors, managers, officers, employees and agents
      of those entities (all of such entities and persons being referenced
      collectively herein as “EPL Indemnitees” and individually as an “EPL
      Indemnitee”) from and against any and all claims or causes of action
      arising out of:

              


      

      


      (a)           any
breach by MBM of this Agreement; or

      


      
        	
                 
      

              	
                (b)

              	
                any
      act or omission of MBM in connection with its provision of Distribution
      Services which results in any property damage or personal injury,
      including but not limited to, illness or death;
  or

              


      

      


      
        	
                 
      

              	
                (c)

              	
                any
      other act or omission of MBM in connection with the purchase, receipt,
      storage, shipment, delivery,
handling,;

              


      

      


      Provided,
however, that MBM shall not be liable for Damages to an EPL Indemnitee only to
the extent such Damages result from the negligence, recklessness or misconduct
of such EPL Indemnitee.

      


      EPL shall
defend, indemnify and hold harmless MBM, its officers, directors, employees,
agents, parents, subsidiaries, affiliates and members (collectively “MBM
Indemnitees”) of, from and against any and all Damages, based upon or arising
out of:

       

      
        	
                 
      

              	
                (a)

              	
                Any
      breach of any term, covenant, or representation or warranty contained in
      this Agreement by EPL; or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Claims
      asserted by any Restaurant arising from any action or failure to act that
      MBM undertakes with respect to any Restaurant at the express and specific
      direction of EPL, as contemplated by this Agreement;
  or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Claims
      asserted by any third party purporting to own a proprietary interest in
      any trade marks, service marks, trade dress, patents, trade secrets,
      and/or copyright in connection with any Approved Products that are
      distributed by MBM pursuant to this Agreement; provided that MBM has
      strictly complied with directions provided by EPL regarding limitations,
      conditions and other restrictions relating to the distribution of such
      Approved Product.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Claims
      asserted by consumers related to the suitability of any Approved Product
      for human consumption, unless such claim is caused by the negligence or
      intentional act of MBM in the handling of the Approved Product, in breach
      of this Agreement.

              


      

       


      
        
           


        

        
          Page 8 of
13

          
            

          

        

        
           


        

      


      It is
understood that EPL does not control any EPL Franchisee, no EPL Franchisee is
the agent of EPL, and EPL  is not responsible for the actions of any
EPL Franchisee, and that the indemnity provided by EPL hereunder does not extend
to any act or omission of any EPL Franchisee, nor any of the agents of any EPL
Franchisee.

       

      With
respect to claims made by any third party for which indemnity pursuant to the
above is sought, the indemnified party shall give notice to the indemnifying
party and shall tender the defense thereof to the indemnifying party (provided,
however, that as a condition to accepting such tender, the indemnifying party
must furnish to the indemnified party reasonably satisfactory evidence of its
ability to pay the claimed Damages if the claimant is successful).  If
the indemnifying party fails or refuses to accept such tender or fails to
reasonably demonstrate the requisite ability to pay the claimed Damages as
provided above, then the indemnified party or the other affected EPL Indemnitee
or MBM Indemnitee, as the case may be, shall have the right to defend or settle
such claim on a reasonable basis, and the indemnifying party shall be liable for
Damages resulting therefrom.  If the indemnifying party accepts the
tender of such defense, then the indemnified party, EPL Indemnitee or the MBM
Indemnitee, as the case may be, shall have the right to participate in such
defense and any related settlement discussions at its own cost and
expense.

       

      The
rights of indemnity described in this section shall exist notwithstanding that
joint or several liabilities may be imposed upon one or more of the EPL
Indemnitees and/or MBM Indemnitees by statute, ordinance, regulation or judicial
decision.

       

      
        	
                18.

              	
                Confidentiality
      Agreement.  MBM shall maintain all information which EPL
      or an EPL Franchisee provides to MBM and designates as confidential or
      proprietary, or which by its nature would be reasonably understood to be
      confidential  (the “Confidential Information”) in strict
      confidence and shall not disclose any of that Confidential Information to
      any person other than employees or agents of MBM with a need to know and
      who agree to the terms of this Section 18.  MBM shall not use
      the Confidential Information for any purpose other than in order to
      provide the food and other Approved Products covered by this Agreement in
      accordance with its terms.  After the termination or expiration
      of this Agreement, MBM shall destroy or return to EPL, all of the
      Confidential Information, including any and all copies
      thereof.

              


      

      


      
        	
                19.

              	
                Nature of
      Relationship.  MBM constitutes and shall constitute an
      independent contractor and this Agreement shall not create any partnership
      or other type of business relationship between MBM
      and  EPL.

              


      

      


      
        	
                20.

              	
                Waiver.  The
      failure of a party to insist in any one or more instances on the
      performance of any term or condition of this Agreement shall not operate
      as a waiver of any future performance of that term or
      condition.

              


      

      


      
        	
                21.

              	
                Governing
      Law.  Notwithstanding the place where the parties execute
      this Agreement, the internal laws of Delaware shall govern the
      construction of the terms and the application of the provisions of this
      Agreement.  Each party to this Agreement hereby consents to any
      of those court’s exercise of personal jurisdiction over the party in that
      type of action and expressly waives all objections the party otherwise
      might have to that exercise of personal
  jurisdiction.

              


      


      
        
           


        

        
          Page 9 of
13

          
            

          

        

        
           


        

      


      
        	
                22.

              	
                Resolution of
      Disputes.  The following provisions shall apply to any
      controversy between the MBM and EPL  and relating to this
      Agreement (including any claim that any part of this Agreement is invalid,
      illegal or otherwise void or
voidable).

              


      

      


      
        (a)       Arbitration. The
parties shall resolve the controversy by final and binding arbitration in
accordance with the Rules for Commercial Arbitration (the “Rules”) of the
American Arbitration Association in effect at the time of the execution of this
Agreement and pursuant to the following additional
provisions:

      

      


      
        (1)       Applicable
Law.  The Federal Arbitration Act shall apply to the
arbitration.

         

        (2)       Selection of
Arbitrators.  The parties shall select one arbitrator within 10
days after the filing of a demand and submission in accordance with the
Rules.  If the parties fail to agree on an arbitrator within that
10-day period or fail to agree to an extension of that period, the arbitration
shall take place before an arbitrator selected in accordance the
Rules.

         

        (3)       Location of
Arbitration.  The arbitration shall take place in the county in
which EPL then has its principal executive offices, and the arbitrator shall
issue any award at the place of arbitration.


      

      (4)       Discovery.  Upon
a reasonable showing of need, the parties shall have the right to obtain limited
discovery prior to the hearing through depositions, requests for production of
documents, and the issuance of subpoenas duces tecum from the
arbitrator.

       

      (5)       Authority of
Arbitrator.  The arbitrator shall not have the power (a) to
alter, modify, amend, add to, or subtract from any term or provision of this
Agreement; (b) to grant any extension, renewal or continuance of this Agreement;
or (c) to award damages or other remedies expressly waived or prohibited by this
Agreement.

       

      (6)       Scope of
Proceedings.  The parties and the arbitrator may not join or
consolidate any arbitration pursuant to this Agreement with any other
arbitration, nor may the arbitration proceeding become a part of any class
action.


      
        
           


        

        
          Page 10
of 13

          
            

          

        

        
           


        

      


      
        (7)       Enforcement of
Award.  The prevailing party shall have the right to have a
judgment entered upon the award of the arbitrator in any court having
jurisdiction.  The award of the arbitrators shall not have any
precedential or collateral estoppel effect on any other dispute involving the
parties.

      

      


      (b)       Excluded
Controversies.  The provisions of this Section 22 shall not
apply to any disputes relating to the ownership, use or protection of EPL
trademarks, service marks, trade names, logotypes, trade dress, copyrights,
patent rights, trade secrets, and/or confidential information, including
(without limitation) EPL right to apply to any court of competent jurisdiction
for injunctive relief on the grounds that the absence of that relief may render
an arbitration award ineffectual.

      


      (c)       Arbitration Costs,
Attorneys’ Fees, and Costs.  Each party shall bear their share
of the costs of the arbitration proceeding.  The prevailing party to
the arbitration shall have the right to an award of its reasonable attorneys’
fees and costs incurred after the filing of the demand for
arbitration.

      


      
        	
                23.

              	
                Entire
      Agreement.  This Agreement constitutes the entire
      agreement of the parties with regard to the subject matter of this
      Agreement and replaces and supersedes all other written and oral
      agreements and statements of the parties relating to the subject matter of
      this Agreement.

              


      

      


      
        	
                24.

              	
                Headings.  The
      headings used in this Agreement appear strictly for the parties’
      convenience in identifying the provisions of this Agreement and shall not
      affect the construction or interpretation of the provisions of this
      Agreement.

              


      

      


      
        	
                25.

              	
                Binding
      Effect.  This Agreement shall bind and inure to the
      benefit of the parties and their respective successors, legal
      representatives, heirs and permitted
assigns.

              


      

      


      
        	
                26.

              	
                Severability.  If
      a court of competent jurisdiction holds any provision of this Agreement
      invalid or ineffective with respect to any person or circumstance, the
      holding shall not affect the remainder of this Agreement or the
      application of this Agreement to any other person or
      circumstance.  If a court of competent jurisdiction holds any
      provision of this Agreement too broad to allow enforcement of the
      provision to its full extent, the court shall have the power and authority
      to enforce the provision to the maximum extent permitted by law and may
      modify the scope of the provision accordingly pursuant to an order of the
      court.

              


      

      


      
        	
                27.

              	
                Amendments.  No
      amendments to this Agreement shall become effective or binding
      on    the parties, unless agreed to in writing by all
      of the parties.

              


      

      


      
        	
                28.

              	
                Time.  Time
      constitutes an essential part of each and every part of this
      Agreement.

              


      


      
        
           


        

        
          Page 11
of 13

          
            

          

        

        
           


        

      


      
        	
                29.

              	
                Notice.  Except
      as otherwise provided in this Agreement, when this Agreement makes
      provision for notice or concurrence of any kind, the sending party shall
      deliver or address the notice to the other party by hand delivery,
      certified mail, or delivery via a nationally-recognized overnight delivery
      service, charges prepaid and properly addressed, to the following address
      or by telecopy to the following telecopy
number:

              


      

      


      
        
          
            	
                    EPL:

                  	
                    Attn:  Director
      of Supply Chain Management

                  
	 
      	
                    El
      Pollo Loco, Inc.

                  
	 
      	
                    3333
      Michelson Drive, Suite 550

                  
	 
      	
                    Irvine,
      California 92512

                  
	 
      	
                    Fax:
      (949) 251-1703

                  
	 
      	 
      
	
                    MBM:

                  	
                    Attn:  Andy
      Blanton

                  
	 
      	
                    2641
      Meadowbrook Road, PO Box 800

                  
	 
      	
                    Rocky
      Mount, NC 27802

                  
	 
      	
                    Telecopy
      Number: (252) 904-8943

                  


          

        

      

      


      
        	
                 
      

              	
                All
      notices pursuant to the provisions of this Agreement shall run from the
      date that the other party receives or refuses delivery of the notice or
      three business days after the party places the notice in the United States
      mail.  Each party may change the party’s address by giving
      written notice to the other
parties.

              


      

      


      
        	
                30.

              	
                Assignment.

              


      

      


      
        
          	
                	
                  A.

                	
                  EPL
      reserves the right to transfer this Agreement or any of its duties,
      obligations, rights or interest hereunder, by operation of law or
      otherwise to any person or entity.  In the event of the sale or
      transfer to any third party of substantially all of the business of EPL
      relating to the  operation of the Restaurants, or assets
      representing more than the lesser of fifteen percent (15%) of the
      Restaurants or fifty (50) of them in any calendar year, to a party that
      will operate the Restaurants in the El Pollo Loco concept, EPL
      acknowledges and agrees that, except with prior written consent of MBM,
      which consent will not be unreasonably withheld or delayed, this Agreement
      and EPL’s duties, obligations, rights and interests hereunder (or , in the
      case of a sale of less than substantially all of such business, EPL’s
      duties, obligations, rights and interests co-extensive with the assets
      sold, the remainder of which will reside with EPL) shall be sold or
      transferred to such third party together with such business.  In
      the event of the sale or transfer to any third party or parties of all of
      the business of EPL relating to the  operation of the
      Restaurants, or assets representing more than seventy-five percent (75%)
      of the Restaurants in any twelve month period, to a party or parties that
      will operate the Restaurants in a different but substantially similar
      concept to the El Pollo Loco concept, EPL acknowledges and agrees that,
      except with prior written consent of MBM, which consent will not be
      unreasonably withheld or delayed, this Agreement and EPL’s duties,
      obligations, rights and interests hereunder (or , in the case of a sale of
      less than all of such business, EPL’s duties, obligations, rights and
      interests co-extensive with the assets sold, the remainder of which will
      reside with EPL) shall be sold or transferred to such third party or
      parties together with such business.  In the event of a sale of
      the outstanding capital stock of EPL, or a merger, consolidation or other
      transfer having like result, EPL acknowledges and agrees that it shall
      take no action, as a related transaction, to transfer this Agreement or
      any of EPL’s duties, obligations, rights or interests hereunder to any
      person or entity other than
EPL.

                


        

      


      
        
           


        

        
          Page 12
of 13

          
            

          

        

        
           


        

      


      
        
          	
                	
                  B.

                	
                  MBM
      reserves the right to transfer this Agreement or any of its duties,
      obligations, rights or interests hereunder, by operation of law or
      otherwise, to any direct or indirect subsidiary, affiliate or successor
      corporation of MBM; provided, however, that any such assignment permitted
      hereunder shall not be effective to release MBM from its obligations
      hereunder.  MBM shall not be entitled otherwise to transfer this
      Agreement, or any of its duties, obligations, rights or interests
      hereunder, by operation of law or otherwise, to any person or entity,
      except in any such case with the prior consent of EPL, such consent not o
      be unreasonably withheld or delayed and upon receipt of which consent such
      transfer shall be permitted.

                


        

      

      


      
        	
                31.

              	
                Injunctive
      Relief.  MBM acknowledges that EPL’s remedy at law for
      any breach of any of the MBM’s covenants under Sections 9, 10 and 18 of
      this Agreement would not constitute an adequate remedy at law and,
      therefore, EPL shall have the right to obtain temporary and permanent
      injunctive relief in any proceeding brought to enforce any of those
      provisions, without the necessity of proof of actual
      damages.  However, nothing in this Section 31 shall prevent EPL
      from pursuing separately or concurrently one or more of any other remedies
      available at law.

              


      

      


      
        	
                32.

              	
                Legal
      Fees.  The prevailing party to any legal action to
      enforce the provisions of this Agreement shall have the right to an award
      of its reasonable attorneys’ fees and costs incurred in connection with
      the action.

              


      

      


      
        	
                33.

              	
                Counterparts.  The
      parties may execute this Agreement in counterparts, each of which shall
      constitute an original and all of which, when taken together, shall
      constitute one and the same
instrument.

              


      

      


      Executed
as of the day and year first set forth above.

      


      
        
          
            	
                    EPL:

                  	
                    El
      Pollo Loco, Inc.

                  
	 
      	 
      	 
      
	 
      	 
      	
                    By:

                  	
                    /s/ Joseph Stein

                  
	 
      	 
      	 
      
	 
      	 
      	
                    Its:

                  	
                    Chief Financial Officer

                  
	 
      	 
      	 
      
	
                    MBM:

                  	
                    MBM
      Corporation

                  
	 
      	 
      	 
      
	 
      	 
      	
                    By:

                  	
                    /s/ Andy Blanton

                  
	 
      	 
      	 
      	
                     
      Andy Blanton

                  
	 
      	 
      	 
      	
                     
      Vice President

                  


          

        

      


      
        
           


        

        
          Page 13
of 13

          
            

          

        

        
           


        

      


      EXHIBIT
A

      


      List
of Approved Products


      


      Those
items in the El Pollo Loco Approved Brands and Distribution Guide, EPL Quality
Assurance Bulletins and the following items:  (EPL to insert those
items prior to agreement approval)


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
B

      List
of Approved Distribution Facilities

      


      MBM
Rancho Cucamonga

      9408
Richmond Place

      Rancho
Cucamonga, California 91730

      .

      MBM
Pleasanton

      5675
Sunol Boulevard

      Pleasanton,
California 94566

      


      MBM Ft.
Worth

      7301
Trinity Boulevard

      Fort
Worth, Texas 76118


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      EXHIBIT
10.35

       

      CONFIDENTIAL
INFORMATION (IDENTIFIED BY ***) HAS BEEN OMITTED BASED

      UPON A
REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF

      THE
SECURITIES EXCHANGE ACT OF 1934 AND HAS BEEN SEPARATELY FILED

      WITH THE
SECURITIES AND EXCHANGE COMMISSION

      


      EXHIBIT
C

      


      AGREEMENT
DETAILS

      


      Purchase
Price

      


      MBM shall
offer the Approved Products at a net delivered price equal to the sum of (1) the
delivered price of the Approved Product to the MBM from the supplier of the
Approved Product and (2) the specified margin or fee structure as appropriate
for that Approved Product to that delivered price.

      


      Distribution
Fee Structure

      (Based
Upon Full-line Purchasing Compliance*)

      


      If there
is any material change in EPL’s business, MBM and EPL shall meet as necessary to
review, change, and determine an appropriate resolution.

      


      October
1, 2005 to August 31, 2006

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Category

                                  	 	
                                    Fee/Markup

                                  	 	 	
                                    Method

                                  
	
                                    Fresh
      Chicken

                                  	 	$	***	 	 	
                                    Per
      Pound Fee

                                  
	
                                    Equipment
      and Small wares

                                  	 	 	***	%	 	
                                    Markup
      on Cost

                                  
	
                                    All
      Other Products

                                  	 	$	***	 	 	
                                    Per
      Case
Fee

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      * If during the referenced period,
the daily closing price for Light Crude Oil as reported in the Wall Street
Journal is $50.00 per barrel or less for a period of 3 months, the case price
for distribution will be reduced from $*** to $*** per case for the succeeding 3
month period. This provision only applies during the period referenced in the
above table.  The parties acknowledge that MBM is holding to its
original proposal 1year after the parties started the negotiation of this
agreement.  This leaves the markup in place with today’s fuel market,
and MBM’s fuel expense exposure is still $*** above its original
proposal.

       

      September
1, 2006 to August 31, 2007

      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Category

                                	 	
                                  Fee/Markup

                                	 	 	
                                  Method

                                
	
                                  Fresh
      Chicken

                                	 	$	***	 	 	
                                  Per
      Pound Fee

                                
	
                                  Equipment
      and Small wares

                                	 	 	***	%	 	
                                  Markup
      on Cost

                                
	
                                  All
      Other Products

                                	 	$	***	 	 	
                                  Per
      Case
Fee

                                


                        

                      

                    

                  

                

              

            

          

        

      

       

      September
1, 2007 to August 31, 2008

      
        
          
            
              
                
                  
                    
                      
                        	
                                Category

                              	 	
                                Fee/Markup

                              	 	 	
                                Method

                              
	
                                Fresh
      Chicken

                              	 	$	***	 	 	
                                Per
      Pound Fee

                              
	
                                Equipment
      and Small wares

                              	 	 	***	%	 	
                                Markup
      on Cost

                              
	
                                All
      Other Products

                              	 	$	***	 	 	
                                Per
      Case
Fee

                              


                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          Page 1 of
11

          
            

          

        

        
           


        

      


      September
1, 2008 to August 31, 2009

      
        
          
            
              
                
                  
                    
                      	
                              Category

                            	 	
                              Fee/Markup

                            	 	 	
                              Method

                            
	
                              Fresh
      Chicken

                            	 	$	*** 	 	 	
                              Per
      Pound Fee

                            
	
                              Equipment
      and Small wares

                            	 	 	***	%	 	
                              Markup on Cost

                            
	
                              All
      Other Products

                            	 	$	***	 	 	
                              Per
      Case
Fee

                            


                    

                  

                

              

            

          

        

      

      


      September
1, 2009 to August 31, 2010

      
        
          
            
              
                
                  
                    
                      
                        	
                                Category

                              	 	
                                Fee/Markup

                              	 	 	
                                Method

                              
	
                                Fresh
      Chicken

                              	 	$	***	 	 	
                                Per
      Pound Fee

                              
	
                                Equipment
      and Small wares

                              	 	 	***	%	 	
                                Markup
      on Cost

                              
	
                                All
      Other Products

                              	 	$	***	 	 	
                                Per
      Case
Fee

                              


                      

                    

                  

                

              

            

          

        

      

      


      *Full-Line
Purchasing Compliance – is defined as the restaurant purchasing all
Approved Products and other items brought into each of MBM’s warehouses for sale
to the El Pollo Loco restaurants serviced from each of the MBM
locations.  MBM shall notify EPL of any restaurant that is not
purchasing in “Full-Line Compliance”.  Upon receiving notification,
EPL will have thirty (30) days to get the non-complying restaurant to purchase
in “Full-Line Compliance”.  If after that thirty (30) days, the
restaurant has not returned to “Full-Line Compliance”, MBM shall not be bound to
offer this “Full-Line Compliance” pricing to said restaurant until such time as
it is once again purchasing as required.

      


      All
Coca-Cola or Other Beverage syrup products will be sold as in accordance with
the Coca-Cola agency billing national contract or Other Beverage syrup pricing
arrangement.

      


      For all
sales MBM shall pass through the benefit of all manufacturers’ rebates,
discounts, promotions and other benefits relating to the Approved Goods, except
for, (i) any cash discounts the MBM receives from its suppliers for the early
payment of amounts owed by the MBM to its suppliers. (ii) new warehouse opening
allowances, and (iii) allowances that are only available to a MBM and which are
intended to offset costs of performing marketing, warehousing and distribution
functions on behalf of a supplier. Wherever possible, the MBM shall deduct the
Benefits from the delivered cost of the Approved Goods to the MBM’s distribution
center before adding the agreed upon markup.  All price changes shall
take effect as follows:

      


      Weekly
Items - Items that have a potential of changing each week based on a
weekly commodity market

      Price Roll Process – prices
will be updated each week based on cost change information received each Monday,
effective to MBM the following Monday and effective to EPL the following
Friday.

      Requirements

      
        
          	 	
                  1)

                	
                  Cost
      change information must be received each Monday for the following
      Monday.  If the information is received later than each Monday,
      the price change effective the following week would be at MBM’s
      discretion.

                


        

      

      
        	 	
                
                  2)

                

              	
                
                  Every
      vendor must base the effective date of cost changes for all items on
      shipment date.

                

              


      

      
        	 	
                
                  3)

                

              	
                
                  Item
      minimums can be no more than the typical average weekly
      usage

                

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Monthly
Items - All other items not included in Weekly Items (above)

      Price Roll Process – prices
will be updated each month on the calendar 1st based
on the purchase order delivered cost if there is an outstanding purchase order
with a delivery date into the distribution center prior to the 7th day of
the month.

      


      Requirements

      
        	 	
                1)

              	
                Cost
      change information must be received two weeks prior to the calendar 1st.  If
      the information is received later than the date prescribed above, the
      price change for the following month would be at MBM’s
      discretion.

              


      

      
        	 	
                
                  2)

                

              	
                
                  Every
      vendor must base the effective date of cost changes for all items on
      shipment date

                

              


      

      
        	 	
                
                  3)

                

              	
                
                  Item
      minimums can be no more than the typical two week average
      usage.

                

              


      

      


      ON
TIME DELIVERY AND FILL RATE

      


      MBM shall
use its reasonable efforts to make 90.0% of all deliveries on time (within one
hour (+/-) of the agreed delivery time) and to achieve a case fill rate of not
less than 99.5% in terms of quantity ordered, by brand and by packaging
configuration.

      


      CREDIT
TERMS AND PROMPT PAYMENT DISCOUNTS

      


      EPL
payment is required via ACH twenty-one (21) days following invoice
date.  MBM reserves the right to evaluate the creditworthiness of EPL
and the participating EPL Franchisees and implement, in its sole and absolute
discretion, its credit policies with respect to the distribution activities
affecting such restaurants.  At a minimum, a purchase money security
interest agreement and a personal guarantee will be required for 21 day
terms.  Nothing in this paragraph is intended to supersede nor nullify
those provisions of Section 6. D. and Section 8., herein.

      


      MBM will
provide the following prompt payment discounts:

      


      
        
          
            
              
                
                  
                    
                      
                        	
                                Payments
      made within 14 days of invoice via ACH

                              	
                                $***/case
      discount

                              
	
                                Payments
      made within 7 days of invoice via ACH

                              	
                                $***/case
      discount

                              
	
                                Payments
      made within 0 days of invoice via ACH

                              	
                                $***/case
      discount

                              
	
                                Pre-Payments
      made in -7 days via ACH

                              	
                                $***/case
      discount

                              
	
                                Pre-Payments
      made in -14 days via ACH

                              	
                                $***/case
      discount

                              


                      

                    

                  

                

              

            

          

        

      

      


      Once EPL
or an EPL Franchisee has selected and qualified for a payment term methodology,
the party must stay on that methodology for a calendar quarter.  Any
requests for changes to the methodology must be received by MBM no later than 30
days prior to the beginning of the next calendar quarter.

      


      Discounts
do not apply to Coca-Cola or Other Beverage Syrup products, as those applicable
discounts are set forth in the National Coca-Cola agreement with EPL or with the
Other Beverage Syrup Provider’s agreement.

      


      Payments
made by any Restaurant by any entity beyond the terms awarded by MBM, will be
subject to a surcharge of 1-1/2% per month, or the maximum allowable by
law.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      ADJUSTMENT
FOR FUEL TAX CHANGES

      
 

      MBM and
EPL agree that the Fee per Case will be adjusted monthly to reflect increases or
decreases in the either the Federal or California State Fuel Taxes (as of the
effective date of this agreement, Federal Fuel Taxes are at $0.244/gallon of
diesel fuel and California State Fuel Taxes are at $0.18/gallon of diesel fuel
making the combined diesel fuel tax equal to $0.424/gallon).

      


      The Fee
per Case will be adjusted monthly if the combined Federal and California Fuel
Taxes either exceed $0.524 or are less than $0.324.  This adjustment
will follow the schedule outlined below:

       

      Ongoing
Upward

      
        
          
            
              
                
                  
                    
                      
                        	$	0.625	 	 	$	0.724	 	
                                 Add
      $***/case

                              
	$	0.525	 	 	$	0.624	 	
                                 Add
      $***/case

                              
	$	0.324	 	 	$	0.524	 	
                                 No
      Adjustment

                              
	$	0.224	 	 	$	0.323	 	
                                 Less
      $***/case

                              


                      

                    

                  

                

              

            

          

        

      

      Ongoing
Downward

      


      INVOICE
CREDIT PROCEDURE

      


      When EPL
requests a credit or returns an Approved Product, the following information
shall be provided by EPL to MBM’s Customer Service Representative:

      


      
        
          	 	
                  A.

                	
                  Restaurant
      location
      and customer number

                


        

      

      
        	 	
                B.

              	
                Invoice
      number

              


      

      
        	 	
                C.

              	
                Invoice
      date

              


      

      
        	 	
                D.

              	
                Product
      code number

              


      

      
        	 	
                E.

              	
                Product
      description

              


      

      
        	 	
                F.

              	
                Price
      of the Product

              


      

      
        	 	
                G.

              	
                Quantity

              


      

      
        	 	
                H.

              	
                Reason
      for pick up (specifics needed)

              


      

      
        	
                 

              	
                I.

              	
                Production
      code date or use-by dates for vendor-related concerns.  No
      credit will be issued without this information or if information is
      invalid.

              


      

      
        	
                 

              	
                J.

              	
                On
      selected items there is bar code identification. Box numbers off the
      Cartons will also be required.

              


      

      


      Damaged, Shorted or
Mis-shipped Products.

      If
Approved Products are shipped in error, damaged, or shorted, MBM’s driver
representative will immediately write a request for credit to EPL or the EPL
Franchisee, as the case may be. Requests for redeliveries on these issues must
be called into MBM’s Customer Service Representative at the
Facility.  Credit will be issued to the account within four (4) days
after the return of the route from delivery.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Return
Policy.

      Requests
for credits after a standard delivery (hidden damage or spoilage) should be
called into MBM’s Customer Service Representative at the Facility within 72
hours of the delivery.  Shortages, damages, or mispick’s on a Key Stop
delivery shall be called in by Noon on the day of the delivery. Pertinent
information shall be included with the request as well as retention of the
shipping cartons until the credit has been resolved.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      STANDARD DELIVERY
GUIDELINES

      


      
        
          
            
              
                
                  	
                          Delivery Frequency

                        	 
      	
                          Rancho Cucamonga – Near Areas (<150
      Miles)

                        
	 
      	 
      	
                          1
      time per week Groceries

                        
	 
      	 
      	
                          Every
      Other Day – Chicken

                        
	 
      	 
      	
                          Rancho Cucamonga – Outlying (>150
      Miles)

                        
	 
      	 
      	
                          3
      times per week Groceries/Chicken Combined or

                        
	 
      	 
      	
                          3
      times per week Chicken – 1 Time per week Grocery based upon MBM logistical
      delivery efficiencies

                        
	 
      	 
      	 
      
	 
      	 
      	
                          Pleasanton

                        
	 
      	 
      	
                          Will
      continue to service current restaurant base with 3 times per week Chicken,
      Produce, Groceries.

                        
	 
      	 
      	
                          However,
      should EPL elect for three time per week delivery of chicken and produce
      outside of current market serviced, MBM will deliver the lesser of quoted
      transportation cost from two national carriers furnished to EPL by MBM,
      plus $*** cents per case markup for MBM. As Restaurant density increases
      within the current market serviced of the respective distribution center,
      EPL and MBM will meet to negotiate in good faith, a reduction in
      transportation cost to the Restaurants serviced from the respective
      distribution center.

                        
	 
      	 
      	 
      
	 
      	 
      	
                          Ft. Worth

                        
	 
      	 
      	
                          2
      times per week, no Chicken or produce.

                        
	 
      	
                            

                        	
                          However,
      should EPL elect for three time per week delivery of chicken and produce,
      MBM will deliver at the respective current annual markup for those
      Restaurants within a 200 mile radius of the related distribution
      center.  For those restaurants outside of a 200 mile radius, MBM
      will deliver at the lesser of quoted transportation cost from two national
      carriers furnished to EPL by MBM, plus $*** cents per case markup for MBM.
      As Restaurant density increases within the 200 mile radius of the
      respective distribution center, EPL and MBM will meet to negotiate in good
      faith, a reduction in transportation cost to the Restaurants serviced from
      the respective distribution
center.

                        


                

              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            	 
      	 
      	
                    Future Distribution
  Centers

                  
	 
      	 
      	
                    2
      times per week, no Chicken or produce.

                  
	 
      	 
      	
                    However,
      should EPL elect for three time per week delivery of chicken and produce,
      MBM will deliver at the respective current annual markup for those
      restaurants within a 200 mile radius of the related distribution
      center.  For those restaurants outside of a 200 mile radius, MBM
      will deliver at the lesser of quoted transportation cost from two national
      carriers furnished to EPL by MBM, plus $*** cents per case markup for MBM.
      As Restaurant density increases within the 200 mile radius of the
      respective distribution center, EPL and MBM will meet to negotiate in good
      faith, a reduction in transportation cost to the Restaurants serviced from
      the respective distribution center.

                  
	 
      	 
      	 
      
	
                    Lockout Periods

                  	 
      	
                    Monday
      through Sunday

                  
	 
      	 
      	
                    11:30
      AM – 1:30 PM

                  
	 
      	 
      	
                    5:30
      PM – 8:00 PM

                  
	
                    Average Delivery Size

                  	 
      	
                    108
      cases per drop

                  
	
                    Add-On’s (after order deadline)

                  	 
      	
                    Less
      than 11 cases - $10.00 per incident

                  
	 
      	 
      	
                    11
      cases or more - $10.00 + $1.00 per case

                  
	
                    Pick-Up
      @ Warehouse

                  	 
      	
                    MBM
      will not sell products to EPL

                  
	 
      	 
      	
                    Restaurants
      unless the EPL restaurant can demonstrate that it has the ability to
      maintain the required temperature on the product

                  
	
                    Return
      Charge per Case

                  	 
      	
                    Equal
      to Fee per Case in addition to Fee per Case

                  
	
                    Off
      Schedule Delivery

                  	 
      	
                    Greater
      of Actual MBM Cost or $25.00 per incident

                  
	
                    Average
      Case Weight

                  	 
      	
                    27.48
      Pounds per case

                  
	
                    Average
      Case Cube

                  	
                      

                  	
                    1.12
      Cubic Feet

                  


          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Exhibit
D

      Withdrawal / Recall
Procedure

      


      MBM
shall, in a timely manner, assist El Pollo Loco (EPL) with the management of
product that does not meet EPL specifications

      


      Additionally,
MBM will assist in the management of product at the direction of a government
agency, or at the direction of the manufacturer of a product on their designated
assignment.

      


      EPL will
notify MBM in writing of the need to halt distribution, initiate a product
withdrawal, or product recall. EPL will notify the National Account Manager
(NAM), or the most senior member of MBM Senior Management
available.

      


      IF MBM
Customer Service is notified by an EPL restaurant of a problem product, MBM will
immediately notify the EPL Director of Supply Chain Management, or an Officer of
EPL.

      


      INTERNAL
MBM PROCEDURE:

      


      
        	
                 
      

              	
                1.

              	
                Customer
      Service must ascertain from EPL the nature of the
  problem.

              


      

      
        	
                 
      

              	
                2.

              	
                The
      MBM buyer and NAM must be notified immediately of a
    problem.

              


      

      
        	
                 
      

              	
                3.

              	
                MBM
      will stop further shipments of known product by notifying the Warehouse
      Manager to place said product on hold, then notify the
      manufacturer.

              


      

      
        	
                 
      

              	
                4.

              	
                The
      NAM will notify EPL Quality Assurance (QA) and Supply Chain Management
      (SCM) to advise of the situation.

              


      

      
        	
                 
      

              	
                5.

              	
                MBM
      NAM, Purchasing, Operations and Customer Service must determine where the
      product has been shipped to. MBM Customer Service will call all stores
      (keeping a log of these calls) to determine whether or not the product
      received still remains in the store and will work with the stores in
      determining the best method of picking up and replacing product with
      replacement product.

              


      

      
        	
                 
      

              	
                6.

              	
                Product
      in transit on MBM delivery trucks must be prevented from reaching the
      stores. MBM Delivery Representatives must be contacted to instruct him/her
      to short the product to EPL stores, write credits, and inform EPL GM that
      they will be contacted by MBM Customer Service regarding the replacement
      product.

              


      

      


      If a
Supplier notifies MBM of the need to halt distribution of a product, initiate a
product withdrawal or product recall, MBM will follow the written directions of
the Supplier
and immediately notify EPL.