Exhibit
10.2
TERMINATION
AGREEMENT
This
Termination Agreement (this “ Agreement ”),
dated as of June 23, 2008 (the “ Effective Date
”), by and among El Pollo Loco, Inc. (the "Company"), Chicken
Acquisition Corp. (" CAC ") and Trimaran Fund II, LLC ("
Trimaran "). Capitalized terms used but not defined herein
shall have the meanings assigned to such terms in the Payment and
Subscription Agreement (the " Subscription Agreement "),
dated as of December 19, 2007, by and among the Company, CAC and
Trimaran.
R E C I T A L
S
WHEREAS, El
Pollo Loco – USA, Inc. and CAC have entered into a
Confidential Settlement and Release Agreement relating to the
Litigation in respect of which the Company, CAC and Trimaran had
entered into the Subscription Agreement and the Fee Agreement (the
"Fee Agreement"), dated as of December 19, 2007, by and among the
Company, CAC and Trimaran;
WHEREAS,
pursuant to Section 12 of the Subscription Agreement and the Fee
Agreement, the parties may terminate such agreements by mutual
agreement; and
WHEREAS, the
Company, CAC and Trimaran desire to terminate the Subscription
Agreement and the Fee Agreement (together, the " Bonding
Agreements ").
NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as
follows:
1.
Termination of the Resale
Agreement .
Notwithstanding any other provision of the Bonding Agreements to
the contrary, the Company, CAC and Trimaran hereby agree that upon
the execution and delivery of this Agreement, (i) the Bonding
Agreements s
