0001193125-14-247412 Sample Contracts

EMPLOYMENT AGREEMENT EDWARD VALLE
Employment Agreement • June 24th, 2014 • El Pollo Loco Holdings, Inc. • Retail-eating places • California

EMPLOYMENT AGREEMENT (the “Agreement”), dated as of October 24, 2011, by and between El Pollo Loco, Inc. (the “Company”) and Edward Valle (the “Executive”).

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STOCKHOLDERS AGREEMENT BY AND AMONG CHICKEN ACQUISITION CORP. AND THE STOCKHOLDERS LISTED HEREIN DATED AS OF NOVEMBER 18, 2005
Stockholders Agreement • June 24th, 2014 • El Pollo Loco Holdings, Inc. • Retail-eating places • Delaware

THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of the 18th day of November, 2005, by and among Chicken Acquisition Corp., a Delaware corporation (the “Company”), Trimaran Pollo Partners, L.L.C., a Delaware limited liability company (“Trimaran”), the individuals set forth on Schedule A hereto (together with the employees of the Company or its Subsidiaries (as defined in Section 1.1) who become parties to this Agreement pursuant to the terms and conditions of this Agreement, the “Management Stockholders”) and such other Persons that become parties to this Agreement pursuant to the terms and conditions of this Agreement (the “Additional Stockholders”).

AMENDMENT NO. 1 TO MONITORING AND MANAGEMENT SERVICES AGREEMENT
Monitoring and Management Services Agreement • June 24th, 2014 • El Pollo Loco Holdings, Inc. • Retail-eating places • Delaware

This AMENDMENT NO. 1 (this “Amendment”) to the Monitoring and Management Services Agreement, dated as of November 18, 2005, by and between Chicken Acquisition Corp., a Delaware corporation (the “Company”) and Trimaran Fund Management, L.L.C., a Delaware limited liability company (“Trimaran”) (the “Monitoring Agreement”) is entered into as of this 26th day of December, 2007 by and among the Company, Trimaran and Freeman Spogli & Co. V, L.P. (“FS”), a Delaware limited partnership. Capitalized terms used herein and not otherwise defined in this Amendment shall have the meanings ascribed to such term in the Monitoring Agreement.

AMENDMENT NO. 2 TO STOCKHOLDERS AGREEMENT
Stockholders Agreement • June 24th, 2014 • El Pollo Loco Holdings, Inc. • Retail-eating places

This AMENDMENT NO. 2 (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).

AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF TRIMARAN POLLO PARTNERS, L.L.C.
El Pollo Loco Holdings, Inc. • June 24th, 2014 • Retail-eating places

This AMENDMENT NO. 2 (this “Amendment”) to the Second Amended and Restated Limited Liability Company Operating Agreement (the “Agreement”) of Trimaran Pollo Partners, L.L.C. (the “Company”) is entered into as of this 30th day of January, 2008 by and among the Company, Trimaran, and the parties whose names are set forth on Schedule C hereto. Capitalized terms used herein and not otherwise defined in this Amendment shall have the meanings ascribed to such term in the Agreement (as defined below).

FRANCHISE DEVELOPMENT AGREEMENT (Non-exclusive/Exclusive)
Franchise Development Agreement • June 24th, 2014 • El Pollo Loco Holdings, Inc. • Retail-eating places • California

THIS FRANCHISE DEVELOPMENT AGREEMENT (“Agreement”) is made and entered into this day of , 20 , by and between EL POLLO LOCO, INC., a Delaware corporation, with its principal place of business at 3535 Harbor Blvd, Suite 100, Costa Mesa, California 92626 (referred to herein as “El Pollo Loco” or “Franchisor”) and , with its principal place of business at (“Developer”).

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