EXHIBIT
10.1

    


    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

    


    February
26, 2010

    


    Larry
Smith

    Koch
Foods, Inc.

    9401 W.
Thunderbird Road, Suite 186

    Peoria,
AZ 85381

    


    Dear
Larry:

    


    As
discussed and agreed, Koch Foods, Inc. will supply to the El Pollo Loco system
the following chicken products:

    


    
      	
               
      

            	
              ·

            	
              ***  pounds
      annually of whole birds, EPL Specification ***.  Pricing will be
      *** per pound FOB; *** per pound delivered into MBM, Rancho Cucamonga, CA
      and MBM, Pleasanton, CA.

            


    

    
      	
               
      

            	
              ·

            	
              ***  pounds
      annually of saddle cut chicken, EPL Specification ***.  Pricing
      will be *** per pound FOB; *** per pound delivered to MBM, Rancho
      Cucamonga, CA and MBM, Pleasanton,
CA.

            


    

    


    Pricing
period March 1, 2010 – February 28, 2011

    


    
      	
               
      

            	
              ·

            	
              ***  pounds
      annually of whole birds, EPL Specification ***.  Pricing will be
      *** per pound FOB; *** per pound delivered into MBM, Rancho Cucamonga, CA
      and MBM, Pleasanton, CA.

            


    

    
      	
               
      

            	
              ·

            	
              ***  pounds
      annually of saddle cut chicken, EPL Specification ***.  Pricing
      will be *** per pound FOB; *** per pound delivered to MBM, Rancho
      Cucamonga, CA and MBM, Pleasanton,
CA.

            


    

    


    Pricing
period of March 1, 2011 – February 28, 2012

    


    As part
of this Purchase Agreement, Supplier warrants that the prices for the items
identified herein are not higher than those currently extended to any other
customer for the same or like items in equal or less quantities. If Supplier
reduces its price for such items to any other customer during the term of this
Purchase Agreement, Supplier agrees to correspondingly reduce the price quoted
herein.

    


    El Pollo
Loco’s decision to enter into this Purchase Agreement is independent of any
support your firm may or may not choose to provide to the El Pollo Loco
system.

    


    This
Purchase Agreement is subject to and incorporates the General Terms and
Conditions of Supply (“T/C”) executed by the parties hereto and currently on
file with El Pollo Loco, Inc. The Purchase Agreement and the T/C collectively
constitute the entire agreement between the parties and supersede all prior or
contemporaneous oral or written agreements.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    Terms:  Net
7 Days.

    Contract
period 03/01/10 through 2/28/12

    


    Please
sign and return both copies of this letter.  After I have received the
signed copy, I will sign and return a copy for your files.  Signing
this letter acknowledges acceptance of the terms and conditions as presented
above.

    


    Larry,
thank you for your help and support on this matter and please contact me with
any questions.

    


    
      
        	
                /s/ Larry P. Smith

              	 
      	
                /s/ Gary Campanaro

              
	
                Larry
      P. Smith

              	 
      	
                Gary
      Campanaro

              
	
                Koch
      Foods, Inc.

              	 
      	
                El
      Pollo Loco, Inc. 3/24/10

              


      

    

    


    cc:  Lisa
Miller, Karuna Pai/MBM


    
      
         


      

      
        2