Unassociated Document

As filed with the Securities and Exchange Commission on October 13, 2009.

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REGISTRATION STATEMENT

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

Delaware	5812	33-0377527
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classifications Code Number)	Identification Number)

3535 Harbor Boulevard, Suite 100

Costa Mesa, California 92626

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

EPL Intermediate, Inc.

(Exact name of registrant as specified in its charter)

Delaware	5812	13-4092105
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classifications Code Number)	Identification Number)

3535 Harbor Boulevard, Suite 100

Costa Mesa, California 92626

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jerry L. Lovejoy, Esq.

3535 Harbor Boulevard, Suite 100

Costa Mesa, California 92626

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Richard B. Aftanas, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

New York, NY 10036-6522

(212) 735-2000 (facsimile)

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer x (Do not check if a smaller reporting company)	Smaller reporting company ¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)	¨
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)	¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered		Proposed maximum offering price per unit			Proposed maximum aggregate offering price(1)		Amount of registration fee
11¾% Senior Secured Notes due 2012	$	132,500,000		100	%	$	132,500,000	$	7,393.50
Guarantee of 11¾% Senior Secured Notes due 2012(2)		—		—			—		—	(3)

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act of 1933, as amended.

(2)	The 11¾% Senior Secured Notes due 2013 are guaranteed by EPL Intermediate, Inc.

(3)	Pursuant to Rule 457(n) under the Securities Act, no additional registration fee is payable with respect to the guarantee.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 13, 2009

PRELIMINARY PROSPECTUS

Fully and Unconditionally Guaranteed by

EPL Intermediate, Inc.

$132,500,000 aggregate principal amount of 11¾% Senior Secured Notes Due 2012

(CUSIP Nos. 283831 AG 0, U5327R AB 8 and 283831 AH 8)

$132,500,000 aggregate principal amount of 11¾% Senior Secured Notes Due 2012 (CUSIP No. 283831 AJ 4)

that have been registered under the Securities Act of 1933, as amended

The exchange offer will expire at 5:00 p.m.,

New York City time, on , 2009, unless extended.

El Pollo Loco, Inc. hereby offers, upon the terms and subject to the conditions set forth in this prospectus (which constitute the “exchange offer”), to exchange up to $132,500,000 aggregate principal amount of its registered 11¾% Senior Secured Notes due 2012, which it refers to as the “exchange notes,” for a like principal amount of its outstanding 11¾% Senior Secured Notes due 2012, which it refers to as the “original notes.” The terms of the exchange offer are summarized below and are more fully described in this prospectus.

The terms of the exchange notes are substantially identical to the terms of the original notes in all material respects, except that the exchange notes are registered under the Securities Act of 1933, as amended, or the Securities Act, and the transfer restrictions, registration rights and additional interest provisions applicable to the original notes do not apply to the exchange notes.

El Pollo Loco, Inc. will accept for exchange any and all original notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on , 2009, unless extended.

You may withdraw tenders of original notes at any time prior to the expiration of the exchange offer.

Neither El Pollo Loco, Inc. nor EPL Intermediate, Inc. will receive any proceeds from the exchange offer.

The exchange of original notes for exchange notes generally will not be a taxable event for U.S. federal income tax purposes.

The exchange notes will be fully and unconditionally guaranteed by EPL Intermediate, Inc. and any future domestic restricted subsidiaries of El Pollo Loco, Inc.

El Pollo Loco, Inc. does not intend to apply for listing of the notes on any securities exchange or for inclusion of the notes in any automated quotation system. El Pollo Loco, Inc. expects to make the notes eligible for trading in The PORTALSM Market.

You should consider carefully the “Risk Factors” beginning on page 17 of this prospectus before participating in the exchange offer.

Each broker-dealer that receives exchange notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of those exchange notes. The letter of transmittal states that, by so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for original notes where the original notes were acquired by the broker-dealer as a result of market-making activities or other trading activities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the exchange notes to be distributed in the exchange offer or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2009.

Notice to New Hampshire Residents	ii
Industry and Market Data	ii
Forward-Looking Statements	ii
Trademarks and Service Marks	iii
Prospectus Summary		1
Summary of the Exchange Offer		7
Summary of the Terms of the Exchange Notes		12
Summary Consolidated Historical Financial Data of EPL Intermediate, Inc.		15
Risk Factors		17
Use of Proceeds		23
Ratio of Earnings to Fixed Charges of EPL Intermediate, Inc.		24
Ratio of Earnings to Fixed Charges of El Pollo Loco, Inc.		24
Selected Historical Financial Data of EPL Intermediate, Inc.		25
Description of Other Indebtedness		27
The Exchange Offer		30
Description of the Notes		36
Certain Material United States Federal Income Tax Consequences		90
Plan of Distribution		91
Legal Matters		93
Experts		93
Where You Can Find More Information		93
Financial Statements for El Pollo Loco, Inc.		F-1

The information contained in this prospectus speaks only as of the date of this prospectus unless the information specifically indicates that another date applies. No dealer, salesperson or other person has been authorized to give any information or to make any representations other than those contained in this prospectus in connection with the offer contained herein and, if given or made, such information or representations must not be relied upon as having been authorized by us. Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstances create an implication that there has been no change in our affairs or that of our subsidiaries since the date hereof.

This prospectus incorporates important business and financial information about El Pollo Loco, Inc. and EPL Intermediate, Inc. that is not included in or delivered with this prospectus. El Pollo Loco, Inc. will provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon the written or oral request of such person, a copy of any or all of the information incorporated by reference in this prospectus, other than exhibits to such information (unless such exhibits are specifically incorporated by reference into the information that this prospectus incorporates). Requests for such copies should be directed to El Pollo Loco, Inc., 3535 Harbor Blvd., Suite 100, Costa Mesa, California 92626, attention Jerry L. Lovejoy, Esq. To obtain timely delivery, you must request the information no later than five business days before , 2009, the expiration date of the exchange offer.

El Pollo Loco, Inc. intends to apply for the notes to be eligible for trading in The PORTALSM Market operated by NASDAQ, or PORTAL. The notes initially will be represented by one or more permanent global certificates in fully registered form without coupons and will be deposited with a custodian for, and registered in the name of, a nominee of The Depository Trust Company, New York, New York, or DTC, as depositary.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED, 1955, AS AMENDED, WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

INDUSTRY AND MARKET DATA

We obtained the market and competitive position data used throughout this prospectus from our own research, surveys or studies conducted by third parties and industry or general publications. Industry publications and surveys generally state that they have obtained information from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. While we believe that each of these studies and publications is reliable, we have not independently verified such data and we make no representation as to the accuracy of such information. Similarly, we believe our internal research is reliable, but it has not been verified by any independent sources.

FORWARD-LOOKING STATEMENTS

Certain statements contained within this prospectus constitute “forward-looking statements.” Forward-looking statements are those that do not relate solely to historical fact. They include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events. They may contain words such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “plan,” “will,” “should,” “may,” “could” or words or phrases of similar meaning.

These forward-looking statements reflect our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Also, these forward-looking statements present our estimates and assumptions only as of the date of this prospectus. Except for our ongoing obligation to disclose material information as required by federal securities laws, we do not intend to provide any updates concerning any future revisions to any forward-looking statements to reflect events or circumstances occurring after the date of this prospectus.

Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include the adverse impact of economic conditions on our operating results and financial condition, on our ability to comply with our debt covenants and on our ability to refinance our existing debt or to obtain additional financing; our substantial level of indebtedness; food-borne-illness incidents; negative publicity, whether or not valid; increases in the cost of chicken; our dependence upon frequent deliveries of food and other supplies; our vulnerability to changes in consumer preferences and economic conditions; our sensitivity to events and conditions in the greater Los Angeles area, our largest market; our ability to compete successfully with other quick service and fast casual restaurants; our ability to expand into new markets; our reliance on our franchisees, who have also been adversely impacted by the economic crisis; matters relating to labor laws and the adverse impact of related litigation, including wage and hour class actions; our ability to support our expanding franchise system; our ability to renew leases at the end of their term; the impact of applicable federal, state or local government regulations; our ability to protect our name and logo and other proprietary information; and litigation we face in connection with our operations. Actual results may differ materially due to these risks and uncertainties and those discussed below. See “Risk Factors” in this prospectus and the section entitled “Risk Factors” in EPL Intermediate, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, which is incorporated by reference into this prospectus.

TRADEMARKS AND SERVICE MARKS

We own or have rights to trademarks, service marks or trade names that we use in conjunction with the operation of our business. In addition, our name, logo and website and address are our trademarks, trade names or service marks. Each trademark, trade name or service mark by any other company appearing in this prospectus belongs to its holder. Some of the more important trademarks that we own or have rights to that appear in this prospectus include El Pollo Loco® and Pollo Bowl®, which may be registered in the United States and other jurisdictions.

PROSPECTUS SUMMARY

Except as otherwise indicated, in this prospectus, “EPLI,” “the company,” “we,” “us” and “our” refer to EPL Intermediate, Inc. and its consolidated subsidiary, EPL, and “EPL” refers to El Pollo Loco, Inc. and not to EPLI. The term “fiscal year” refers to the 52–week or 53–week fiscal year, as the case may be, ending on the last Wednesday of the calendar year. This summary highlights selected information contained elsewhere in this prospectus or incorporated by reference into this prospectus. This summary may not contain all of the information that you should consider before exchanging any of the notes. You should read the entire prospectus carefully, including the section entitled “Risk Factors” in this prospectus and the section entitled “Risk Factors” in EPLI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, which is incorporated by reference into this prospectus, EPLI’s financial statements and the related notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contained in EPLI’s Annual Report on Form 10-K for the year ended December 31, 2008 and its Quarterly Report on Form 10-Q for the 26 weeks ended June 30, 2009, each of which is incorporated by reference into this prospectus, and EPL’s financial statements, before making a decision to exchange the notes.

Business Overview

We are the nation’s leading quick service restaurant, or QSR, chain specializing in flame-grilled chicken, based on the number of system-wide restaurants. Our distinct menu, inspired by the kitchens of Mexico, features our authentic recipe flame-grilled chicken, which along with our service format and value price points, serves to differentiate our unique brand. We are strategically positioned to straddle the QSR and fast casual segments of the restaurant industry. We offer high-quality, freshly-prepared food commonly found in fast casual restaurants, while at the same time providing the value and convenience typically available at traditional QSR chains. This positioning allows us to appeal to a broad range of consumers and to achieve a balanced mix between lunch and dinner sales, resulting in an average transaction amount of $9.03 over the 26 weeks ended June 30, 2009. Our high average transaction amount is driven by a high proportion of family meal purchases which represent 29.8% of total restaurant revenues. As of June 30, 2009, our restaurant system consisted of 417 restaurants made up of 167 company-operated restaurants and 250 franchised restaurants located primarily in California with additional restaurants in Arizona, Colorado, Connecticut, Georgia, Illinois, Massachusetts, Nevada, New Jersey, Oregon, Texas, Utah and Virginia and produced system-wide sales of $302.8 million. As of June 30, 2009, our revenues totaled $143.3 million.

Our concept originated in Guasave, Mexico in 1975, and the first U.S. El Pollo Loco restaurant opened in Los Angeles in 1980. Our typical restaurant is a free-standing building with drive-thru service that ranges in size from approximately 2,200 to 2,600 square feet with seating for approximately 60 people. Our menu features our authentic recipe citrus marinated flame-grilled chicken that is freshly prepared daily and includes 34 items ranging in price from $1.00 to $23.99, most of which we prepare from scratch using fresh, high-quality ingredients. We serve a variety of individual and family-size chicken meals, which include flour or corn tortillas, freshly-prepared salsa and a variety of signature side orders such as Spanish rice and pinto beans. In addition, we offer a wide variety of contemporary, Mexican-inspired entrees including our specialty Pollo Bowl®, Pollo Salads, signature burritos, chicken quesadillas and chicken tacos. Our individual and family-size meals appeal to customers for restaurant dining or take-out during dinner time, while our more portable Mexican entrees appeal to customers at lunch time or on the go.

Our Competitive Strengths

Unique Brand with a Strong Price/Value Proposition and a Broad Appeal. We have strategically positioned our brand between the QSR and fast casual segments of the restaurant industry. We believe our authentic Mexican-inspired cooking method and high-quality food made fresh-to-order set us apart from our QSR competition, while our convenience and value proposition differentiate us from our fast casual competition.

In addition, we believe we are unique in offering both individual and family-size chicken meals and Mexican- inspired entrees such as burritos and quesadillas. As a result, our brand appeals to a wide variety of consumers across different ethnic, age and income demographics. In our core markets, which include restaurants located in California, Nevada and Arizona, we estimate approximately half of our customers are Hispanic, and it is our belief that our authentic Mexican heritage and menu items generate a strong affinity with Hispanic customers. At the same time, we have developed a large non-Hispanic customer base and our restaurants perform well in both urban and suburban markets. This broad appeal across different ethnic groups and income levels increases the number of markets and the number of locations within each market in which our restaurants can successfully operate, while reducing our exposure to fluctuations in any individual market segment.

Proven Business Model with Attractive Restaurant Economics. Since opening our first U.S. El Pollo Loco restaurant approximately 30 years ago, we have built an established base of restaurants that have experienced positive year-over-year same store sales growth for each of the last nine fiscal years. We are the leader in the chicken QSR market for the greater Los Angeles area with our 270 restaurants achieving an estimated 46.5% market share in 2008, according to Restaurant Trends, a restaurant industry trade guide.

Our company-operated restaurants generated an average unit volume, or AUV, of $1.7 million in 2008. According to the April 2009 GE Franchise Finance Chain Restaurant Industry Review, our system-wide AUV was the seventh highest among QSR chains nationwide in 2008. Additionally, we believe our business model and balanced day part mix enable us to achieve greater facility utilization, better labor efficiency and less food waste. Our high AUV and stable profitability provide for a strong return on invested capital for new company-operated and new franchised restaurants.

Well Positioned to Capitalize on Favorable Industry and Demographic Trends. We believe we are well positioned to benefit from several fundamental trends within the restaurant industry and the U.S. population, including:

Long term trend of increased expenditure on food consumed away from home and increased consumption of freshly prepared food brought home. This trend is driven by consumers’ desire for convenience and value. According to the USDA Economic Research Service, or ERS, dollars spent on food consumed away from home increased 46% between 1990 and 2007 in constant dollar terms to 49% of total dollars spent on food in 2007 and is expected to grow to 52% of total dollars spent on food by 2015.

Consumer awareness of the nutritional benefits of chicken is a major factor that we believe will continue to drive chicken consumption. According to ERS, per capita consumption of chicken in the U.S. increased 41% from 1990 to 2007.

According to the U.S. Census Bureau, the Hispanic population, our largest customer segment, is the fastest growing group in the U.S, growing at a compound annual growth rate of 3.5% between July 2000 and July 2008. According to the U.S. Census Bureau, this growth is expected to continue as the Hispanic population is projected to nearly triple in size, from 46.7 million to 132.8 million, between July 2008 and July 2050 and, during this time frame, the Hispanic population’s share of the nation’s total population is projected to double, from approximately 15% to approximately 30%.

Strong and Growing Franchise Base. Our existing franchise base consists of many successful, longstanding multi-unit restaurant operators, with over 80% of our franchised restaurants owned and operated by franchisees who have been with us for more than 10 years. Since the beginning of 2004, our franchisees have opened 72 new El Pollo Loco restaurants, a 40.4% increase, as of June 30, 2009. We believe we have been successful in attracting these franchisees due to our unique concept and strong return on invested capital.

Additionally, we have assembled an experienced franchise development team dedicated to supporting our franchisees. This support function makes us a valuable business partner, and as a result, we have been awarded with many accolades recognizing our franchising platform, including the 2007 Leadership in Franchise Management award presented by Nation’s Restaurant News.

The revenue we generate from franchising helps to stabilize our cash flow and enhance our profitability by providing more predictable and higher margin revenue streams. As of June 30, 2009, there were 250 franchised restaurants, which generated franchise revenue of $9.6 million. We increased franchise revenue from $17.3 million in 2006 to $20.6 million in 2008, representing a growth rate in franchise revenue of 18.9%.

Innovative Marketing Campaigns and Creative Advertising. Our strategic marketing, advertising and public relations campaigns are built around highlighting our brand’s key points of differentiation, strengthening our relationship with consumers and heightening our brand presence. We reinforce our position between traditional QSR and fast casual by emphasizing the quality that elevates us above traditional QSR and the value and convenience that differentiates us from fast casual. We take a unique approach to advertising by developing two distinct campaigns, one in English and another in Spanish. We believe this strategy allows us to better connect with our core customers and has been highly effective in building our brand.

We primarily utilize television and print media to communicate our core marketing messages and retail promotions. Our media budget is allocated at 4% of sales in the Los Angeles market and 5% of sales outside of Los Angeles, California.

Demonstrated Stable Cash Flow Generation. We have successfully operated through a range of difficult economic cycles with financial leverage and have achieved attractive rates of return on invested capital and strong operating cash flow. We believe the stability of our operating cash flow is due to our leading market position, attractive unit-level economics and strong base of franchise revenues that have produced positive cash flows in excess of 16% for each of the last three fiscal years. Additionally, we believe our stable cash flow from operations along with low maintenance capital expenditure requirements have allowed us to be successful during both favorable and adverse economic conditions.

Experienced Management Team. Our executive management team has extensive restaurant industry experience in addition to a significant multi-industry foundation in consumer marketing, operations and finance with key positions at leading food service businesses, including PepsiCo Inc., Taco Bell Corp., Applebee’s International, Inc., McDonald’s Corporation, Rubio’s Restaurants, Inc., CKE Restaurants, Inc. and Claim Jumper Restaurants Holdings Corp. Stephen E. Carley, our President and Chief Executive Officer since April 2001, was a consumer marketing and operations veteran with General Mills, Inc., The Pillsbury Company and PepsiCo Inc. prior to gaining extensive experience in the QSR and food service industries while serving in various areas at both Taco Bell Corp. and PepsiCo Inc.

Business Strategy

Increase Same-Store Sales. We have a strong track record of growing our same-store sales through a mix of increasing customer traffic and average transaction amount. We plan to continue to drive same-store sales by:

Increasing Customer Traffic. We focus on driving transaction volume, which we refer to as customer traffic, by introducing new items that complement our core product base and by promoting menu items designed to deliver value in a highly competitive marketplace. For example, in the third quarter of 2008, we introduced a new value-priced menu item, a grilled chicken tortilla roll at $1.99, which targets the value conscious consumer, is portable and drives snack day parts. We also continue to roll out innovative limited time offerings to generate repeat visits and attract new customers.

Enhancing Average Transaction Amount. Our strategy to enhance the average customer transaction amount includes selling add-on menu items, including soup, salads, sides and desserts, to complete customer meals, as well as introducing new products across multiple price points.

Extending Store Hours of Operation. In an effort to capture an increasing share of the attractive late night day part, we have extended the operating hours for certain of our restaurants. System-wide, we operate 247 restaurants that are open daily until 1:00 A.M. Additionally, as sales warrant, we intend to extend operating hours at restaurants across our store base in order to further increase late night day part sales.

Executing Our Targeted Marketing Plan. Our empirical, data driven approach to marketing helps us to determine optimal pricing strategies and value promotions, introduce products that reflect customer taste preferences and target advertising based on demographic profiles.

Enhancing Speed of Service. We continue to implement initiatives to improve the speed of service for our customers, including the implementation of an improved labor scheduling system, enhanced drive-thru timing reporting system, and an additional register at each drive-thru location.

Developing Our Catering Business. We have enhanced catering services throughout our system and have increased the number of company and franchise stores that offer catering delivery. In an effort to increase our catering sales, which drives AUV, we have recently introduced a new catering menu with simplified online and phone ordering as well as hired dedicated operating and marketing personnel to manage our catering business.

Increase Our Profitability. Over the past several years we have improved our operations and implemented cost controls in an effort to increase restaurant-level profitability. However, in recent years gains in restaurant level profitability have been offset by rising commodity costs and minimum wage increases. We have identified several opportunities which we believe may increase our operational efficiency and reduce our costs, including:

Improving Restaurant Operations. We intend to continue to improve restaurant operations through the use of our rigorous scorecard system and by implementing new information technology initiatives, improved food cost management, production forecasting and labor scheduling tools. We also focus on minimizing restaurant employee turnover, which significantly reduces training cost and improves productivity.

Leveraging Our Existing Infrastructure. Our infrastructure is sufficient to support substantial growth without significant additional expense. As a result, we anticipate driving increasing operating leverage over time as we expect our revenue to grow faster than our general and administrative expenses.

Growing High Margin Franchise Revenue. We continue to emphasize franchise development, which is expected to increase the percentage of our total revenue generated from franchise royalties over time. The growth of our high margin franchise revenue is expected to increase our profitability. In response to the current economic environment, we have developed and are adjusting our growth strategy to focus on a new restaurant prototype, called Gen3, which significantly reduces the capital required to open a new unit and enhances returns on invested capital. We believe this lower cost restaurant will appeal to our franchisees and make it easier and more profitable for franchisees to open new units. The Gen3 is designed to offer the same features of a typical 2,400 square foot free-standing drive-thru restaurant, at approximately half the capital expenditure cost. The Gen3, which will range from 1,800 to 2,200 square feet, will also have a shorter build-out period than our existing restaurant design.

Increase Penetration of Existing Markets. We will continue to open new company-operated and franchise restaurants in our existing core markets. We have a significant presence in the greater Los Angeles area, and we believe that a significant long term opportunity for new store growth remains in all of our markets. Our existing market strategy is to develop new company-operated restaurants in the greater Los Angeles area, Las Vegas, and the Central Valley of California, and to partner with experienced operators in Arizona and the other regions of California. Our extensive operational and site selection expertise in the greater Los Angeles area, Las Vegas and the Central Valley create a strong platform on which to grow our company-operated restaurant base.

In 2008, we opened nine company-operated restaurants and 11 franchised restaurants in existing markets. We currently plan to open approximately five new company-operated restaurants in fiscal 2009. As of June 30, 2009, we had signed franchise development agreements with seven franchisees to open an additional 30 restaurants in our existing markets. We believe our franchisees will open approximately seven new restaurants in fiscal 2009.

Selectively Develop New Markets with a Combination of Company Store Growth and Experienced Local Operators. We believe that our distinct product offering and unique brand will appeal to consumers in numerous markets throughout the United States. As of June 30, 2009, we were legally authorized to market franchises in 45 states. Our approach to franchise development in new markets involves the identification of an experienced, local operator, followed by a rigorous analysis of market potential before we enter into a franchise development agreement. We plan to partner with experienced operators in new markets to be able to leverage local operational and real estate expertise while generating high margin royalty revenue for us and limiting our capital investment. In 2008, our franchisees opened four restaurants in Atlanta, one in Massachusetts, one in Oregon, one in Utah and two in Virginia. In addition to franchise growth, we plan to open company stores outside of our existing markets with development in the Chicago metropolitan area and certain other markets that we are currently evaluating. We will also selectively evaluate opportunities to acquire franchisee owned units in markets where we believe there is an opportunity for us to leverage our existing infrastructure or better develop the market.

Our Sponsors

Trimaran Capital Partners is a private asset management firm, headquartered in New York, with assets under management and committed capital of approximately $2.5 billion. Trimaran seeks long-term capital appreciation by making negotiated equity or equity-oriented investments in middle-market companies. Trimaran has developed a systematic, research-oriented approach to identifying markets and specific sectors that demonstrate attractive growth prospects. As a result, Trimaran has been able to deploy capital successfully across various market and economic cycles. Since 1995, Trimaran has completed 60 private equity investments totaling over $1.6 billion of equity capital. Trimaran’s portfolio investments have included leveraged buyouts, build-ups, recapitalizations and growth investments in sectors such as manufacturing, health care, restaurants, retail, education, media, financial services, and utilities among others. Trimaran partners with outstanding management teams with the objective of creating long-term value.

Freeman Spogli & Co. is a private equity firm dedicated exclusively to investing and partnering with management in companies positioned for strong growth and equity appreciation. Freeman Spogli & Co. targets acquisitions of established, middle-market companies in the retailing, direct marketing, distribution, consumer products and retail services industries in the United States. Since its founding in 1983, Freeman Spogli & Co. has invested approximately $2.5 billion of equity in 42 portfolio companies with aggregate transaction values in excess of $16 billion.

Organizational Structure

The following chart illustrates our corporate structure and certain indebtedness of EPLI and EPL, as of June 30, 2009, after giving effect to the Refinancing Transactions:

Refinancing Transactions

In connection with the offering of the original notes, EPL entered into a series of transactions in order to refinance a substantial portion of its outstanding indebtedness. Concurrently with the offering of the original notes, EPL (i) entered into a $12.5 million senior secured revolving credit facility, (ii) repaid its existing term loan and revolving credit facility and (iii) discharged the indenture governing its existing 9¼% senior secured notes due 2009 and redeemed such notes.

We refer to the offer and sale of the original notes, the entry into EPL’s revolving credit facility, the refinancing of EPL’s existing credit facility, the discharge and redemption of EPL’s 9¼% senior secured notes due 2009, the payment of certain related fees and expenses related thereto and the application of the net proceeds therefrom as the “Refinancing Transactions.”

Additional Information

Our principal executive offices are located at 3535 Harbor Boulevard, Suite 100, Costa Mesa, California 92626. Our telephone number is (714) 599-5000. Our internet address is www.elpolloloco.com. Information on, or accessible through, our website is not part of this prospectus.

SUMMARY OF THE EXCHANGE OFFER

On May 22, 2009, EPL completed the private placement of $132,500,000 aggregate principal amount of the original notes. As part of that offering, EPL entered into a registration rights agreement with the initial purchaser of the original notes, dated as of May 22, 2009, in which it agreed, among other things, to deliver this prospectus to you and to complete an exchange offer for the original notes. Below is a summary of the exchange offer.

Notes Offered

Up to $132,500,000 aggregate principal amount of 11¾% Senior Secured Notes due 2012, which have been registered under the Securities Act. The form and terms of these exchange notes are identical in all material respects to those of the original notes except that the exchange notes are registered under the Securities Act and the transfer restrictions, registration rights and additional interest provisions applicable to the original notes do not apply to the exchange notes.

The Exchange Offer

EPL is offering to exchange up to $132,500,000 principal amount of its 11¾% Senior Secured Notes due 2012 that have been registered under the Securities Act for a like principal amount of the original notes outstanding. You may only exchange outstanding notes in denominations of $2,000 and higher integral multiples of $1,000. EPL will issue exchange notes as soon as practicable after the expiration of the exchange offer.

In order to be exchanged, an original note must be properly tendered and accepted. All original notes that are validly tendered and not withdrawn prior to 5:00 p.m. New York City time on the expiration date will be exchanged. As of the date of this prospectus, there are $132,500,000 aggregate principal amount of original notes outstanding.

The $132,500,000 aggregate principal amount of EPL’s original 11¾% Senior Secured Notes due 2012 was offered under an indenture dated as of May 22, 2009, or the indenture.

Expiration Date; Tenders	The exchange offer will expire at 5:00 p.m., New York City time, on , 2009, unless EPL extends the exchange offer in its sole discretion. By tendering your original notes, you represent that:
	· you are neither EPL’s “affiliate” (as defined in Rule 405 under the Securities Act) nor a broker-dealer tendering notes acquired directly from EPL for its own account;
	· any exchange notes you receive in the exchange offer are being acquired by you in the ordinary course of business;
	· at the time of commencement of the exchange offer, neither you nor, to your knowledge, anyone receiving exchange notes from you, has any arrangement or understanding with any person to participate in the distribution, as defined in the Securities Act, of the original notes or the exchange notes in violation of the Securities Act;

	· if you are not a participating broker-dealer, you are not engaged in, and do not intend to engage in, the distribution, as defined in the Securities Act, of the original notes or the exchange notes; and

	· if you are a broker-dealer, you will receive the exchange notes for your own account in exchange for the original notes that you acquired as a result of your market-making or other trading activities and you will deliver a prospectus in connection with any resale of the exchange notes that you receive. For further information regarding resales of the exchange notes by participating broker-dealers, see the discussion under the caption “Plan of Distribution.”
Accrued Interest	The exchange notes will bear interest from the most recent date to which interest has been paid on the original notes or, if no such interest has been paid, from May 22, 2009. If your original notes are accepted for exchange, you will receive interest on the exchange notes and not on the original notes. Any original notes not tendered will remain outstanding and continue to accrue interest according to their terms.
Conditions to the Exchange Offer	The exchange offer is subject to customary conditions. EPL may assert or waive these conditions in its sole discretion. See “The Exchange Offer—Conditions to the Exchange Offer” for more information regarding conditions to the exchange offer.
Procedures for Tendering Original Notes	A tendering holder must, on or prior to the expiration date, transmit an agent’s message to the exchange agent at the address listed in this prospectus. See “The Exchange Offer—Procedures for Tendering.”
Special Procedures for Beneficial Holders	If you are a beneficial holder of original notes that are registered in the name of your broker, dealer, commercial bank, trust company or other nominee, and you wish to tender in the exchange offer, you should promptly contact the person in whose name your original notes are registered and instruct that person to tender on your behalf. See “The Exchange Offer—Procedures for Tendering.”
Withdrawal Rights	Tenders may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date.

Acceptance of Original Notes and Delivery of Exchange Notes	Subject to the conditions stated in the section “The Exchange Offer—Conditions to the Exchange Offer” of this prospectus, EPL will accept for exchange any and all original notes which are properly tendered in the exchange offer before 5:00 p.m., New York City time, on the expiration date. The exchange notes will be delivered as soon as practicable after the expiration date. See “The Exchange Offer—Terms of the Exchange Offer.”

Regulatory Approvals	Other than the federal securities laws, there are no federal or state regulatory requirements that EPL must comply with and there are no approvals that EPL must obtain in connection with the exchange offer.

Material U.S. Federal Tax Consequences	Your exchange of original notes for exchange notes pursuant to the exchange offer generally will not be a taxable event for U.S. federal income tax purposes.

Exchange Agent	The Bank of New York Mellon Trust Company, N.A. is serving as exchange agent in connection with the exchange offer. The address and telephone number of the exchange agent are listed under the heading “The Exchange Offer—Exchange Agent.”

Use of Proceeds	Neither EPL nor EPLI will receive any proceeds from the issuance of exchange notes in the exchange offer. EPL has agreed to pay all expenses incidental to the exchange offer other than commissions and concessions of any broker or dealer and certain transfer taxes and will indemnify holders of the notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

Resales	Based on interpretations by the staff of the Securities and Exchange Commission, or the SEC, as detailed in a series of no-action letters issued to third parties, EPL believes that the exchange notes issued in the exchange offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus deliver requirements of the Securities Act as long as:

	· you are acquiring the exchange notes in the ordinary course of your business;
	· you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate, in a distribution of the exchange notes; and
	· you are neither an affiliate of EPL nor a broker-dealer tendering notes acquired directly from us for your own account.

	If you are an affiliate of EPL, are engaged in or intend to engage in or have any arrangement or understanding with any person to participate in the distribution of the exchange notes:

	· you cannot rely on the applicable interpretations of the staff of the SEC;

	· you will not be able to tender your original notes in the exchange offer; and

	· you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the notes unless such sale or transfer is made pursuant to an exemption from such requirements.

	Each broker or dealer that receives exchange notes for its own account in exchange for original notes that were acquired as a result of market-making or other trading activities must acknowledge that it will comply with the registration and prospectus delivery requirements of the Securities Act in connection with any offer to resell, resale, or other transfer of the exchange notes issued in the exchange offer, including the delivery of a prospectus that contains information with respect to any selling holder required by the Securities Act in connection with any resale of the exchange notes.

	Furthermore, any broker-dealer that acquired any of its original notes directly from EPL:

	· may not rely on the applicable interpretation of the staff of the SEC’s position contained in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan, Stanley & Co. Inc., SEC no-action letter (June 5, 1991), and Shearman & Sterling, SEC no-action letter (July 2, 1993); and

	· must also be named as a selling holder in connection with the registration and prospectus delivery requirements of the Securities Act relating to any resale transaction.

	As a condition to participation in the exchange offer, each holder will be required to represent that it is not EPL’s affiliate or a broker-dealer that acquired the original notes directly from EPL.

Consequences of Not Exchanging Original Notes	Original notes that are not tendered, or that are tendered but not accepted, will be subject to their existing transfer restrictions. EPL will have no further obligation, except under limited circumstances, to provide for registration under the Securities Act of the original notes. See “The Exchange Offer—Consequences of Exchanging or Failing to Exchange the Original Notes.”

Risk Factors

See “Risk Factors” and the other information in this prospectus for a discussion of factors you should carefully consider before deciding to exchange the notes.

SUMMARY OF THE TERMS OF THE EXCHANGE NOTES

The following is a summary of the terms of the exchange notes. The form and terms of these exchange notes are identical in all material respects to those of the original notes except that the exchange notes are registered under the Securities Act and the transfer restrictions, registration rights and additional interest provisions applicable to the original notes do not apply to the exchange notes. The exchange notes will evidence the same debt as the original notes and will be governed by the same indenture. When we refer to the terms of “note” or “notes” in this prospectus, we are referring to the original notes and the exchange notes. For a more complete description of the terms of the exchange notes, see “Description of the Notes” in this prospectus.

Issuer	El Pollo Loco, Inc., a Delaware corporation.

Notes Offered	$132,500,000 aggregate principal amount of 11¾% Senior Secured Notes due 2012.

Maturity Date	The notes will mature on December 1, 2012.

Interest	The notes will bear interest at a rate of 11¾% per annum.

Interest Payment Dates	June 1 and December 1 of each year, commencing December 1, 2009.

Guarantees	The notes will be unconditionally guaranteed, jointly and severally, by EPLI and any of EPL’s future domestic restricted subsidiaries. Each guarantor’s guarantee will be a senior secured obligation of that guarantor and will rank pari passu in right of payment with all future senior indebtedness of the guarantor. If EPL cannot make payments on the notes when they are due, the guarantors must make the payments instead.

Collateral	The notes and the related note guarantees will be secured by a second-priority lien on substantially all of EPL’s and the guarantors’ assets (other than certain excluded assets), which will also secure EPL’s revolving credit facility on a first-priority basis. The collateral agent will hold second-priority liens on the collateral in trust for the benefit of the holders of Parity Lien Obligations. See “Description of the Notes—Security.”

Intercreditor Agreement	The collateral agent has entered into an intercreditor agreement with EPL, the guarantors and Jefferies Finance LLC, as collateral agent under EPL’s revolving credit facility, that will govern the relationship of holders of the Parity Lien Obligations and the lenders under its revolving credit facility. See “Description of the Notes—Intercreditor Agreement.”

Ranking	The notes and the guarantees will be EPL’s and the guarantors’ senior second-priority secured obligations and will be:

	·	secured on a second-priority basis, by liens on substantially all of EPL’s and the guarantors’ assets (other than certain excluded assets), subject to the liens securing EPL’s revolving credit facility and any other Priority Lien Debt and other permitted prior liens;

	·	effectively junior, to the extent of the value of the collateral, to its and the guarantors’ obligations under the revolving credit facility, any other Priority Lien Debt, which will be secured on a first-priority basis by the same assets of the company that secure the notes;

	·	effectively junior to certain permitted prior liens, to the extent of the value of its and the guarantors’ assets subject to those permitted prior liens;

	·	pari passu in right of payment with all other senior debt of EPL, including Indebtedness under the revolving credit facility; and

	·	senior in right of payment to any future subordinated Indebtedness of EPL, if any.

Optional Redemption	EPL may redeem any of the notes beginning on March 1, 2011. The initial redemption price for the notes is 105.875% of their principal amount plus accrued and unpaid interest, if any. In addition, prior to March 1, 2011, EPL may redeem up to 35% of the notes at a redemption price described in this prospectus plus accrued and unpaid interest, if any, using the net cash proceeds from certain equity offerings. See “Description of the Notes—Optional Redemption.”

Mandatory Redemption	None.

Change of Control	If certain changes of control occurs, EPL must give holders of the notes an opportunity to sell EPL their notes at a purchase price of 101% of the principal amount of such notes, plus accrued and unpaid interest, if any, to, but not including, the date of purchase. The term “Change of Control” is defined under “Description of the Notes—Repurchase of the Option of Holders—Change of Control.”

Certain Covenants	The indenture governing the notes contains covenants that, among other things, limit EPL’s ability and its future restricted subsidiaries’ ability to:

	·	incur additional indebtedness;

	·	pay dividends on, repurchase or make distributions in respect of EPL’s capital stock or make other restricted payments;

	·	make certain investments;

	·	sell, transfer or otherwise convey certain assets;

	·	create liens;

	·	designate its future subsidiaries as unrestricted subsidiaries;

	·	consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; and

	·	enter into certain transactions with its affiliates.

	These covenants are subject to a number of important limitations and exceptions as described under “Description of the Notes—Certain Covenants.”

No Established Trading Market	The notes are a new issue of securities with no established trading market. The notes will not be listed on any securities exchange or on any automated dealer quotation system. EPL cannot assure you that an active or liquid trading market for the notes will develop. If an active or liquid trading market for the notes does not develop, the market price and liquidity of the notes may be adversely affected.

Form and Denominations	The notes will be issued in minimum denominations of $2,000 and $1,000 integral multiples in excess of $2,000. The notes will be book-entry only and registered in the name of a nominee of DTC. Investors may elect to hold interests in the notes through Clearstream Banking, S.A., or Euroclear Bank S.A./N.V., as operator of the Euroclear system if they are participants in those systems or indirectly through organizations that are participants in those systems.

SUMMARY CONSOLIDATED HISTORICAL FINANCIAL DATA OF EPL INTERMEDIATE, INC.

The following table sets forth our summary consolidated historical financial data for fiscal years 2006, 2007 and 2008 and for the unaudited 26 weeks ended June 30, 2008 and June 30, 2009. The summary consolidated historical financial data set forth below should be read in conjunction with EPLI’s consolidated financial statements and the notes thereto and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in EPLI’s annual report on Form 10-K for the year ended December 31, 2008 and its quarterly report on Form 10-Q for the 26 weeks ended June 30, 2009, each of which is incorporated by reference into this prospectus.

The summary consolidated historical financial data as of 2006, 2007 and 2008 and for fiscal years ended 2006, 2007 and 2008 have been derived from our consolidated historical financial statements incorporated by reference into this prospectus. The summary consolidated historical financial data for the unaudited 26 weeks ended June 30, 2008 and June 30, 2009 have been derived from EPLI’s consolidated unaudited historical financial statements incorporated by reference into this prospectus which, in the opinion of management, include all adjustments, including usual recurring adjustments, necessary for the fair presentation of that information for such periods. The financial data presented for the interim periods is not necessarily indicative of the results for the full year.

	Fiscal Year Ended (1)									26 Weeks Ended
	December 27, 2006			December 26, 2007			December 31, 2008			June 30, 2008			June 30, 2009
	(dollars in thousands, except average transaction)
STATEMENT OF INCOME DATA
Revenue:
Restaurant revenue	$	242,571		$	259,987		$	278,343		$	137,153		$	133,704
Franchise revenue		17,317			19,038			20,587			10,412			9,593
Total operating revenue	$	259,888		$	279,025		$	298,930		$	147,565		$	143,297
Costs and expenses:
Product cost	$	76,151		$	81,233		$	89,442		$	44,237		$	43,160
Payroll and benefits		61,601			67,545			73,139			36,143			35,770
Depreciation and amortization		10,333			11,947			13,007			6,091			5,636
Restaurant other operating expense		51,039			56,138			62,861			30,675			30,919
Franchise expense		3,429			3,747			4,135			1,981			1,941
General and administrative expense		26,813			30,189			39,308			25,011			17,686
Goodwill and domestic trademarks impairment		—			—			42,093			—			—
Operating income (loss)		30,522			28,226			(25,055	)		3,427			8,185
Interest expense, net		28,813			29,167			26,003			13,617			14,426
Other expense		—			—			2,043			—			443
Other income		—			—			(1,570	)		—			(452	)
Income (loss) before provision (benefit) for income taxes		1,709			(941	)		(51,531	)		(10,190	)		(6,232	)
Provision (benefit) for income taxes		1,072			3,093			(12,050	)		(4,148	)		22,289
Net income (loss)	$	637		$	(4,034	)	$	(39,481	)	$	(6,042	)	$	(28,521	)
CASH FLOW DATA
Net cash provided by operating activities	$	20,743		$	23,129		$	23,710		$	10,933		$	6,847
Net cash used in investing activities		(19,093	)		(21,070	)		(16,375	)		(8,198	)		(11,085	)
Net cash used in financing activities		(2,247	)		(1,173	)		(10,100	)		(2,565	)		13,757
OTHER FINANCIAL DATA
Net rent expense	$	12,266		$	13,560		$	14,687		$	7,097		$	7,767
Capital expenditures		14,022			29,105			17,455			9,278			4,362
RESTAURANT OPERATING DATA
Restaurants open (end of period):
Company-operated restaurants		151			159			165			162			167
Franchised restaurants		208			230			248			244			250
Total		359			389			413			406			417
Other restaurant data:
Company same store sales		3.7	%		1.9	%		0.2	%		1.1	%		(6.2	)%
System same store sales		5.3	%		2.7	%		0.2	%		1.8	%		(6.3	)%
Average sales per company-operated restaurant	$	1,658		$	1,675		$	1,689		$	1,720		$	1,597
Average company-operated restaurant transaction	$	9.00		$	9.31		$	9.58		$	9.53		$	9.03

	As of December 27, 2006		As of December 26, 2007		As of December 31, 2008		As of June 30, 2008		As of June 30, 2009
	(dollars in thousands)
BALANCE SHEET DATA
Cash and cash equivalents	$	2,955	$	3,841	$	1,076	$	4,011	$	10,595
Property owned, net		73,842		82,217		84,321		84.962		80,781
Total assets		509,048		516,428		469,765		520,504		488,656
Total secured debt		112,222		108,150		107,308		127,682		132,312
Total EPL debt		235,868		231,993		215,471		225,422		238,575
Total EPLI debt		262,187		262,267		241,451		249,641		266,429
Total stockholders’ equity		172,714		172,311		156,580		189,420		127,694

(1)

We use a 52- or 53-week fiscal year ending on the last Wednesday of the calendar year. In a 52-week fiscal year, each quarter includes 13 weeks of operations; in a 53-week fiscal year, the first, second and third quarters each include 13 weeks of operations and the fourth quarter includes 14 weeks of operations. Approximately every six or seven years a 53-week fiscal year occurs. Fiscal 2008, which ended December 31, 2008, was a 53-week fiscal year. Fiscal years 2006 and 2007, which ended December 27, 2006 and December 26, 2007, respectively, were 52-week fiscal years.

You should carefully consider the following risk factors in addition to the other information included in this prospectus before tendering your original notes in the exchange offer. In addition, you should carefully consider, the matters discussed under “Risk Factors” in EPLI’s Form 10-K, which is incorporated by reference into this prospectus . If any of the following risks actually occur, our business, financial condition, prospects, results of operations or cash flow could be materially and adversely affected. Additional risks or uncertainties not currently known to us, or that we currently deem immaterial, may also impair our business operations. We cannot assure you that any of the events discussed in the risk factors below will not occur and if such events do occur, you may lose all or part of your original investment in the notes.

Risks Related to the Exchange Offer

You may have difficulty selling the original notes that you do not exchange.

If you do not exchange your original notes for exchange notes pursuant to the exchange offer, the original notes you hold will continue to be subject to the existing transfer restrictions. The original notes may not be offered, sold or otherwise transferred, except in compliance with the registration requirements of the Securities Act, pursuant to an exemption from registration under the Securities Act or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with applicable state securities laws. EPL does not anticipate that it will register the original notes under the Securities Act. After the exchange offer is consummated, the trading market for the remaining untendered original notes may be small and inactive. Consequently, you may find it difficult to sell any original notes you continue to hold because there will be fewer original notes of such series outstanding.

Some holders of the exchange notes may be required to comply with the registration and prospectus delivery requirements of the Securities Act.

If you exchange your original notes in the exchange offer for the purpose of participating in a distribution of the exchange notes, you may be deemed to have received restricted securities and, if so, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

In addition, a broker-dealer that purchased original notes for its own account as part of market-making or trading activities must deliver a prospectus when it sells the exchange notes it received in the exchange offer. EPL’s obligation to make this prospectus available to broker-dealers is limited. EPL cannot guarantee that a proper prospectus will be available to broker-dealers wishing to resell their exchange notes.

Failure to comply with the exchange offer procedures could prevent a holder from exchanging its original notes.

Holders of the original notes are responsible for complying with all exchange offer procedures. The issuance of exchange notes in exchange for original notes will only occur upon completion of the procedures described in this prospectus under “The Exchange Offer.” Therefore, holders of original notes who wish to exchange them for exchange notes should allow sufficient time for timely completion of the exchange procedure. Neither EPL nor the exchange agent are obligated to extend the offer or notify you of any failure to follow the proper procedure.

Risks Related to the Notes and the Collateral

We have a substantial amount of indebtedness, which may adversely affect our cash flow and our ability to operate our business.

As of June 30, 2009, our total indebtedness was approximately $266.4 million, and EPL’s total indebtedness was approximately $238.6 million. Our substantial indebtedness could have important consequences for you, including:

increasing our vulnerability to adverse economic, industry or competitive developments;

requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;

making it more difficult for us to satisfy our obligations with respect to the notes;

restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;

limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes; and

limiting our flexibility in planning for, or reacting to, changes in our business or the industry in which we operate, placing us at a competitive disadvantage compared to our competitors who are less highly leveraged and who therefore, may be able to take advantage of opportunities that our leverage prevents us from exploiting.

Despite our substantial indebtedness level, we and our subsidiary will still be able to incur significant additional amounts of debt, which could further exacerbate the risks associated with our substantial indebtedness.

We may be able to incur substantial additional indebtedness in the future. Although the agreement governing EPL’s revolving credit facility, the indenture governing the notes and the indentures governing our other existing notes contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions, and under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial. If new debt is added to our existing debt levels, the related risks that we now face would increase. In addition, the indenture governing the notes will not prevent EPL from incurring obligations that do not constitute indebtedness under the agreement.

The notes will be structurally subordinated to indebtedness and other liabilities of our non-guarantor subsidiary.

The notes will be structurally subordinated to the indebtedness and other liabilities (including trade payables) of any non-guarantor subsidiary, and holders of notes will not have any claim as a creditor against any non-guarantor subsidiary. In addition, the indenture under which the notes will be issued will permit, subject to certain limitations, any non-guarantor subsidiaries to incur additional indebtedness and will not contain any limitations on the amount of liabilities (such as trade payables) that may be incurred by them. The indenture governing the notes will not limit the transfer of the guarantors’ assets to any foreign subsidiaries, none of which will be a guarantor.

Our debt agreements will contain restrictions that will limit our flexibility in operating our business.

The indenture governing the notes will contain and the indentures governing EPL’s and EPLI’s other existing notes contain various covenants that limit their ability to engage in specified types of transactions. These covenants limit us and our subsidiary's ability to, among other things:

incur additional indebtedness;

pay dividends on, repurchase or make distributions in respect of our capital stock or make other restricted payments;

make certain investments;

sell, transfer or otherwise convey certain assets;

designate our subsidiary as an unrestricted subsidiary;

consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

enter into a new or different line of business; and

enter into certain transactions with our affiliates.

A breach of any of these covenants could result in a default under our indentures or EPL’ s revolving credit facility. In addition, any debt agreements we enter into in the future may further limit our ability to enter into certain types of transactions.

We may not be able to generate sufficient cash to service the notes or our other indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on the notes or our other indebtedness. For the 26-week period ended June 30, 2009, we had a net loss of $28,521,000. If we continue to incur net losses or do not generate sufficient cash from operations, we may not be able to make cash interest payments or service our indebtedness. Additionally, on November 15, 2009, cash interest will begin to accrue on the outstanding balance of our 14½% PIK notes due 2014. The first cash interest payment on these notes will be due on May 15, 2010. If any of these notes are outstanding at May 15, 2011, we are required to redeem for cash a portion of each note then outstanding at 104.5% of the accreted value of such portion of such note, plus accrued and unpaid interest, if any. Our cash flows from operating activities may not be sufficient to fund payments on the notes, payments on EPL’s existing notes and cash payments on our PIK notes due 2014. We may need to obtain additional funds to service our existing indebtedness or to refinance our existing indebtedness if we cannot meet our obligations to make payments on these notes.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance the notes or our other indebtedness. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of the agreement governing EPL’s revolving credit facility, the indenture governing the notes, the indentures governing our other existing notes and existing or future debt instruments may restrict us from adopting some of these alternatives. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.

Substantially all of our assets will be subject to first priority security interests on collateral that will also secure the notes. Therefore, your ability to receive payments on the notes will be subject to the prior satisfaction of all such obligations, to the extent of the value of such collateral.

All obligations under EPL’s revolving credit facility are secured by first-priority liens on collateral that will also secure the notes, which will be secured by a second-priority lien on such collateral. As a result, the notes will be subject to the prior satisfaction of all of the obligations of EPL’s revolving credit facility to the extent of the value of such collateral. The effect of this collateralization is that upon a default in payment on, or the acceleration of, any obligations under EPL’s revolving credit facility, or in the event of EPL’s bankruptcy, insolvency, liquidation, dissolution, reorganization or similar proceeding, the proceeds from the sale of the assets that secure EPL’s revolving credit facility will be available to pay obligations on the notes only after all obligations under EPL’s revolving credit facility have been paid in full. Furthermore, the collateral securing the notes and the guarantees will be subject to liens permitted under the terms of the indenture governing the notes, whether arising before or after the date the notes are issued. The existence of any permitted liens could adversely affect the value of the collateral securing the notes and the guarantees, as well as the ability of the collateral agent to realize or foreclose on such collateral. As of June 30, 2009, EPLI and EPL would have had approximately $266.4 million and $238.6 million, respectively, of indebtedness outstanding, including $12.5 million of secured indebtedness available under EPL’s revolving credit facility secured by a first-priority lien.

The rights of holders of notes to the collateral will be governed, and limited, by the intercreditor agreement.

The rights of holders of notes to the collateral will be governed by the intercreditor agreement. The holders of indebtedness under EPL’s revolving credit facility, which will be secured on a first-priority basis, will control certain matters related to the collateral securing such indebtedness and the notes pursuant to the terms of the intercreditor agreement. Under the intercreditor agreement, at any time that the indebtedness secured on a first-priority basis remains outstanding, many actions that may be taken in respect of the collateral, including the ability to commence enforcement proceedings against the collateral and to control the conduct of such proceedings, and the approval of amendments to, releases of collateral from the lien of, and waivers of past defaults under, the collateral documents, will be at the direction of the holders of such indebtedness, and the collateral agent on behalf of the holders of the notes may not have the ability to control or direct such actions, even if the rights of the holders of the notes are adversely affected.

There may not be sufficient collateral to pay all or any of the notes.

Substantially all EPL’s and the guarantors’ assets will be subject to first-priority liens in favor of the lenders under EPL’s revolving credit facility. The holders of the notes will have second-priority liens on such assets. Because obligations under EPL’s revolving credit facility will be secured on a first-priority basis, EPL’s failure to comply with the terms of the agreement governing that facility would entitle those lenders to declare all funds outstanding under EPL’s revolving credit facility to be immediately due and payable. If EPL were unable to service the indebtedness under its revolving credit facility, the lenders could foreclose on its assets that serve as collateral for the notes. As a result, upon any distribution to EPL’s creditors, liquidation, reorganization or similar proceedings, or following acceleration of any of its indebtedness or an event of default under its indebtedness, the lenders under EPL’s revolving credit facility will be entitled to be repaid in full from the proceeds of its assets securing the indebtedness to them before any payment is made to you from the proceeds of collateral.

Furthermore, the collateral securing the notes will be subject to liens permitted under the terms of the indenture governing the notes, whether arising before or after the date the original notes were issued. The existence of any permitted liens could adversely affect the value of the collateral securing the notes, as well as the ability of the collateral agent to realize or foreclose on such collateral.

In addition, not all of EPL’s assets secure the notes. See “Description of the Notes—Security.” To the extent that the claims of the holders of the notes exceed the value of the assets securing those notes and other liabilities, those claims will rank equally with the claims of the holders of the EPL’s outstanding unsecured senior notes and any other indebtedness ranking pari passu with those unsecured notes. As a result, if the value of the assets pledged as security for the notes and other liabilities is less than the value of the claims of the holders of the notes and other liabilities, those claims may not be satisfied in full before the claims of the EPL’s unsecured creditors are paid.

EPL has not conducted appraisals of all of its assets constituting collateral securing the notes to determine if the value of such collateral upon foreclosure or liquidation equals or exceeds the amount of the notes. Accordingly, EPL cannot assure you that the remaining proceeds from the sale of the collateral would be sufficient to repay holders of notes all amounts owed under the notes. The fair market value of the collateral is subject to fluctuations based on factors that include, among others, the condition of our industry, the ability to sell the collateral in an orderly sale, general economic conditions, the availability of buyers and similar factors. The amount received upon a sale of the collateral would be dependent on numerous factors, including but not limited to the actual fair market value of the collateral at such time and the timing and the manner of the sale. By its nature, portions of the collateral may be illiquid and may have no readily ascertainable market value. In the event of a foreclosure, liquidation, bankruptcy or similar proceeding, EPL cannot assure you that the proceeds from any sale or liquidation of this collateral will be sufficient to pay its obligations under its revolving credit facility and under the notes.

In the event of EPL’s bankruptcy, the ability of the holders of the notes to realize upon the collateral will be subject to certain bankruptcy law limitations.

The ability of holders of the notes to realize upon the collateral will be subject to certain bankruptcy law limitations in the event of EPL’s bankruptcy. Under applicable federal bankruptcy laws, secured creditors are prohibited from repossessing their security from a debtor in a bankruptcy case, or from disposing of security repossessed from such a debtor, without bankruptcy court approval. Moreover, applicable federal bankruptcy laws generally permit the debtor to continue to retain collateral even though the debtor is in default under the applicable debt instruments, provided generally that the secured creditor is given “adequate protection.” The meaning of the term “adequate protection” may vary according to the circumstances, but is intended in general to protect the value of the secured creditor’s interest in the collateral at the commencement of the bankruptcy case and may include cash payments or the granting of additional security, if and at such times as the presiding court in its discretion determines, for any diminution in the value of the collateral as a result of the stay of repossession or disposition of the collateral during the pendency of the bankruptcy case. In view of the lack of a precise definition of the term “adequate protection” and the broad discretionary powers of a U.S. bankruptcy court, EPL cannot predict whether payments under the notes would be made following commencement of and during a bankruptcy case, whether or when the trustee under the indenture for the notes could foreclose upon or sell the collateral or whether or to what extent holders of notes would be compensated for any delay in payment or loss of value of the collateral through the provision of “adequate protection.”

The notes could be wholly or partially voided as a preferential transfer.

If EPL becomes the subject of a bankruptcy proceeding within 90 days after the date of the indenture (or, with respect to any insiders specified in bankruptcy law who are holders of the notes, within one year after it issued the notes), and the court determines that it was insolvent at the time of the closing of the issuance of the original notes (under the preference laws, EPL would be presumed to have been insolvent on and during the 90 days immediately preceding the date of filing of any bankruptcy petition), the court could find that the incurrence of the obligations under the notes involved a preferential transfer. In addition, to the extent that certain of EPL’s collateral was not perfected until after closing of the issuance of the original notes, such 90-day preferential transfer period would begin on the date of perfection. As secured creditors, holders of notes would be entitled to receive a greater recovery in liquidation than such holders would have been entitled to receive if those holders had not participated in the exchange offer. If the court determined that the granting of the security interest was therefore a preferential transfer, which did not qualify for any defense under bankruptcy law, then holders of the notes would be unsecured creditors with claims that ranked pari passu with all other unsecured creditors of the applicable obligor, including trade creditors. In addition, under such circumstances, the value of any consideration holders received pursuant to the notes, including upon foreclosure of the collateral, could also be subject to recovery from such holders and possibly from subsequent assignees, or such holders might be returned to the same position they held as holders of the notes.

The value of the collateral securing the notes may not be sufficient to secure post-petition interest.

In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding against EPL or a guarantor, holders of the notes will be entitled to post-petition interest under the U.S. bankruptcy code only if the value of their security interest in the collateral is greater than their pre-bankruptcy claim. Holders of the notes may be deemed to have an unsecured claim if EPL’s obligations in respect of the notes equal or exceed the fair market value of the collateral securing the notes. Holders of the notes that have a security interest in collateral with a value equal or less than their pre-bankruptcy claim will not be entitled to post-petition interest under the U.S. bankruptcy code. It is possible that the bankruptcy trustee, the debtor-in-possession or competing creditors will assert that the fair market value of the collateral with respect to the notes on the date of the bankruptcy filing was less than the then-current principal amount of the notes. Upon a finding by a bankruptcy court that the notes are under-collateralized, the claims in the bankruptcy proceeding with respect to the notes would be bifurcated between a secured claim and an unsecured claim, and the unsecured claim would not be entitled to the benefits of security in the collateral. Other consequences of a finding of under-collateralization would be, among other things, a lack of entitlement on the part of holders of notes to receive post-petition interest and a lack of entitlement on the part of the unsecured portion of the notes to receive other “adequate protection” under U.S. federal bankruptcy laws. In addition, if any payments of post-petition interest had been made at the time of such a finding of under-collateralization, those payments could be re-characterized by the bankruptcy court as a reduction of the principal amount of the secured claim with respect to the notes. No appraisal of the fair market value of the collateral has been prepared in connection with the issuance of the notes and therefore the value of the collateral agent’s interest in the collateral may be less than the principal amount of the notes. There may not be sufficient collateral to satisfy EPL’s obligations under the notes.

The collateral securing the notes may be diluted under certain circumstances.

The collateral that will secure the notes will also continue to secure obligations under EPL’s revolving credit facility. In addition, this collateral may secure additional senior indebtedness that EPL or its restricted subsidiaries incur in the future, subject to restrictions on their ability to incur debt and liens under the agreement governing EPL’s revolving credit facility, the indenture governing EPL’s senior unsecured notes due 2013, the indenture governing our PIK notes due 2014 and the indenture governing the notes. Your rights to the collateral would be diluted by any increase in the indebtedness secured by this collateral.

EPL may not be able to repurchase the notes upon a change of control.

Upon the occurrence of specific kinds of change of control events, EPL will be required to offer to repurchase all outstanding notes at 101% of their principal amount plus accrued and unpaid interest, if any, and the indentures governing EPL’s other existing notes have similar requirements. The source of funds for any such purchase of the notes will be our available cash or cash generated from our and our subsidiaries’ operations or other sources, including borrowings, sales of assets or sales of equity. EPL may not be able to repurchase the notes upon a change of control because it may not have sufficient financial resources to purchase all of the notes that are tendered upon a change of control. Accordingly, EPL may not be able to satisfy its obligations to purchase the notes and EPL’s other existing notes unless EPL is able to obtain financing. EPL’s failure to repurchase the notes and its other existing notes upon a change of control would cause a default under the indentures governing such notes.

In addition, the change of control provisions in the indenture may not protect you from certain important corporate events, such as a leveraged recapitalization (which would increase the level of EPL’s indebtedness), reorganization, restructuring, merger or other similar transaction, unless such transaction constitutes a “Change of Control” under the indenture. Such a transaction may not involve a change in voting power or beneficial ownership or, even if it does, may not involve a change that constitutes a “Change of Control” as defined in the indenture that would trigger EPL’s obligation to repurchase the notes. Therefore, if an event occurs that does not constitute a “Change of Control” as defined in the indenture, EPL will not be required to make an offer to repurchase the notes and you may be required to continue to hold your notes despite the event. See “Description of the Notes—Repurchase of Notes upon a Change of Control.”

Federal and state fraudulent transfer laws may permit a court to void the notes and the guarantees, subordinate claims in respect of the notes and any guarantees and require holders of the notes to return payments received and, if that occurs, you may not receive any payments on the notes.

Federal and state fraudulent transfer and conveyance statutes may apply to the issuance of the notes, the incurrence of any guarantees of the notes entered into upon issuance of the notes and subsidiary guarantees that may be entered into thereafter under the terms of the indenture governing the notes and the granting of liens to secure the notes and the guarantees. Under federal bankruptcy law and comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state, the notes, any guarantee or any of the liens securing the notes and the guarantees could be voided as a fraudulent transfer or conveyance if (1) EPL or any of the guarantors, as applicable, issued the notes, incurred its guarantee or granted the liens with the intent of hindering, delaying or defrauding creditors or (2) EPL or any of the guarantors, as applicable, received less than reasonably equivalent value or fair consideration in return for issuing the notes, incurring its guarantee or granting the liens and, in the case of (2) only, one of the following is also true at the time thereof:

EPL or any of the guarantors, as applicable, were insolvent or rendered insolvent by reason of the issuance of the notes or the incurrence of the guarantees;

the issuance of the notes or the incurrence of the guarantees left it or any of the guarantors, as applicable, with an unreasonably small amount of capital to carry on the business; or

it or any of the guarantors intended to, or believed that it or such guarantor would, incur debts beyond its or such guarantors’ ability to pay such debts as they mature.

A court would likely find that EPL or a guarantor did not receive reasonably equivalent value or fair consideration for the notes or such guarantee if it or such guarantor did not substantially benefit directly or indirectly from the issuance of the notes or the applicable guarantee. As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or now or antecedent debt is secured or satisfied.

EPL cannot be certain as to the standards a court would use to determine whether or not it or the guarantors were solvent at the relevant time or, regardless of the standard that a court uses, that the issuance of the guarantees would not be further subordinated to EPL’s or any of its guarantors’ other debt. Generally, however, an entity would be considered solvent if, at the time it incurred indebtedness:

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets;

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

it could not pay its debts as they become due.

If a court were to find that the issuance of the notes or the incurrence of the guarantee was a fraudulent transfer or conveyance, the court could void the payment obligations under the notes or such guarantee or subordinate the notes or such guarantee to presently existing and future indebtedness of EPL or of the related guarantor, or require the holders of the notes to repay any amounts received with respect to such guarantee. In addition, the court may avoid and set aside the liens securing the collateral. In the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any repayment on the notes.

Although each guarantee entered into by a subsidiary will contain a provision intended to limit that guarantors’ liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer, this provision may not be effective to protect those guarantees from being voided under fraudulent transfer law, or may reduce that guarantors’ obligation to an amount that effectively makes its guarantee worthless.

Corporate benefit laws and other limitations on the guarantees and security may adversely affect the validity and enforceability of the guarantees of the notes and security granted by the guarantors.

The guarantees of the notes by the guarantors and security granted by such guarantors provide the holders of the notes with a direct claim against the assets of the guarantors. Each of the guarantees and the amount recoverable under the security documents, however, will be limited to the maximum amount that can be guaranteed or secured by a particular guarantor without rendering the guarantee or security, as it relates to that guarantor, voidable or otherwise ineffective under applicable law. In addition, enforcement of any of these guarantees or security against any guarantor will be subject to certain defenses available to guarantors and security providers generally. These laws and defenses include those that relate to fraudulent conveyance or transfer, voidable preference, corporate purpose or benefit, preservation of share capital, thin capitalization and regulations or defenses affecting the rights of creditors generally. If one or more of these laws and defenses are applicable, a guarantor may have no liability or decreased liability under its guarantee or the security documents to which it is a party.

Your ability to transfer the notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop for the notes.

The initial purchaser of the notes has advised us that they currently intend to make a market in the notes as permitted by applicable laws and regulations. However, the initial purchaser is not obligated to do so, and they may discontinue any market-making activities with respect to the notes at any time without notice. The liquidity of any market for the notes will depend upon the number of holders of the notes, our performance, the market for similar securities, the interest of securities dealers in making a market in the notes and other factors. If a market develops, the notes could trade at prices that may be lower than the initial offering price of the original notes. If an active market does not develop or is not maintained, the price and liquidity of the notes may be adversely affected. Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. The market, if any, for any of the notes may not be free from similar disruptions and any such disruptions may adversely affect the prices at which you may sell your notes. In addition, subsequent to their initial issuance, the original notes may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar notes, our performance and other factors.

USE OF PROCEEDS

Neither EPL nor EPLI will receive any proceeds from the exchange offer. In consideration for issuing the exchange notes, EPL will receive in exchange the original notes of like principal amount. The original notes surrendered in exchange for exchange notes will be retired and canceled and cannot be reissued. Accordingly, the issuance of exchange notes will not result in any change in our indebtedness or our capitalization. EPL has agreed to bear the expenses of the exchange offer other than commissions and concessions of any broker or dealer and certain transfer taxes and will indemnify holders of the notes, including any broker-dealers, against certain liabilities under the Securities Act. No underwriter is being used in connection with the exchange offer.

RATIO OF EARNINGS TO FIXED CHARGES OF EPL INTERMEDIATE, INC.

The table below sets forth EPLI's ratio of earnings to fixed charges on a consolidated basis for each of the time periods indicated. This ratio shows the extent to which EPLI generates enough earnings after the payment of all expenses other than interest to make required interest payments on its debt.

	Fiscal Years															26 Weeks Ended
	2004			2005			2006			2007			2008			June 30, 2008			June 30, 2009
	(dollars in thousands)
Fixed Charges:
Interest expense	$	18,025		$	42,111		$	28,813		$	29,167		$	26,003		$	13,617		$	14,426
Capitalized interest		95			190			166			252			205			115			19
Interest portion of rent expense		799			815			965			1,107			1,266			602			678
Total fixed charges	$	18,919		$	43,116		$	29,944		$	30,526		$	27,474		$	14,334		$	15,123
Earnings:
Pretax income	$	1,343		$	(19,825	)	$	1,709		$	(941	)	$	(51,531	)	$	(10,190	)	$	(6,232	)
Add fixed charges		18,919			43,116			29,944			30,526			27,474			14,334			15,123
Subtract capitalized interest		(95	)		(190	)		(166	)		(252	)		(205	)		(115	)		(19	)
Total earnings	$	20,167		$	23,101		$	31,487		$	29,333		$	(24,262	)	$	4,029		$	8,872
Ratio of earnings to fixed Charges(1)		1.1			0.5			1.1			1.0			-0.9			0.3			0.6

(1)

For purposes of calculating the ratio of earnings to fixed charges, earnings consist of net income before taxes plus fixed charges (excluding capitalized interest). Fixed charges consist of interest (expense and capitalized) on all indebtedness, plus a proportion of rental expense deemed to be representative of an interest factor.

RATIO OF EARNINGS TO FIXED CHARGES OF EL POLLO LOCO, INC.

The table below sets forth EPL's ratio of earnings to fixed charges on a consolidated basis for each of the time periods indicated. This ratio shows the extent to which EPL generates enough earnings after the payment of all expenses other than interest to make required interest payments on its debt.

	Fiscal Years															26 Weeks Ended
	2004			2005			2006			2007			2008			June 30, 2008			June 30, 2009
	(dollars in thousands)
Fixed Charges:
Interest expense	$	14,089		$	28,559		$	25,293		$	25,138		$	22,430		$	11,645		$	12,525
Capitalized interest		95			190			166			252			205			115			19
Interest portion of rent expense		799			815			965			1,107			1,266			602			678
Total fixed charges	$	14,983		$	29,564		$	26,424		$	26,497		$	23,901		$	12,362		$	13,222
Earnings:
Pretax income	$	5,347		$	(6,141	)	$	5,429		$	3,209		$	(47,688	)	$	(8,148	)	$	(4,253	)
Add fixed charges		14,983			29,564			26,424			26,496			23,901			12,362			13,221
Subtract capitalized interest		(95	)		(190	)		(166	)		(252	)		(205	)		(115	)		(19	)
Total earnings	$	20,235		$	23,233		$	31,687		$	29,453		$	(23,992	)	$	4,099		$	8,949
Ratio of earnings to fixed Charges(1)		1.4			0.8			1.2			1.1			-1.0			0.3			0.7

(1)

SELECTED HISTORICAL FINANCIAL DATA OF EPL INTERMEDIATE, INC.

The following table contains selected historical financial data for the fiscal year ended 2004, 2005, 2006, 2007 and 2008, derived from the consolidated audited financial statements and related notes of EPLI and for the 26 weeks ended June 30, 2008 and June 30, 2009, derived from the unaudited historical consolidated financial statements of EPLI.

The unaudited historical consolidated financial statements for the 26-week periods ended June 30, 2008 and June 30, 2009 reflect all adjustments (consisting of normal, recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of EPLI's financial position and the results of operations for the periods presented. Operating results for the 26-week period ended June 30, 2009 are not necessarily indicative of the results that may be expected for fiscal 2009.

The selected financial data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in EPLI's Annual Report on Form 10-K for the year ended December 31, 2008 and EPLI's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 and EPLI's consolidated financial statements and the notes thereto incorporated by reference into this prospectus.

	Fiscal Years(1)														26 Weeks Ended
	2004			2005			2006		2007			2008			June 30, 2008			June 30, 2009
	(in thousands)
Income Statement Data:
Restaurant revenue	$	204,820		$	221,794		$	242,571	$	259,987		$	278,343		$	137,153		$	133,704
Franchise revenue		14,216			15,403			17,317		19,038			20,587			10,412			9,593
Total operating revenue		219,036			237,197			259,888		279,025			298,930			147,565			143,297
Product cost		64,595			70,596			76,151		81,233			89,442			44,237			43,160
Payroll and benefits		55,200			57,071			61,601		67,545			73,139			36,143			35,770
Depreciation and amortization		13,894			13,946			10,333		11,947			13,007			6,091			5,636
Other operating expenses		65,979			73,298			81,281		90,074			106,304			57,667			50,546
Goodwill and domestic trademark impairment		–			–			–		–			42,093			–			–
Operating income (loss)	$	19,368		$	22,286		$	30,522	$	28,226		$	(25,055	)	$	3,427		$	8,185
Interest expense, net		18,025			42,111			28,813		29,167			26,003			13,617			14,426
Other Expense		–			–			–		–			2,043			–			443
Other Income		–			–			–		–			(1,570	)		–			(452	)
Income (loss) before income taxes	$	1,343		$	(19,825	)	$	1,709	$	(941	)	$	(51,531	)	$	(10,190	)	$	(6,232	)
Net income (loss)	$	1,315		$	(11,781	)	$	637	$	(4,034	)	$	(39,481	)	$	(6,042	)	$	(28,521	)
Supplementary Income Statement Data:
Restaurant other operating expense	$	39,900		$	42,776		$	51,039	$	56,138		$	62,861		$	30,675		$	30,919
General and administrative and other expense		26,079			30,522			30,242		33,936			43,443			26,992			19,627
Total other operating expenses	$	65,979		$	73,298		$	81,281	$	90,074		$	106,304		$	57,667		$	50,546
Balance Sheet Data (at period end):
Cash and cash equivalents	$	5,636		$	3,552		$	2,955	$	3,841		$	1,076		$	4,011		$	10,595
Net property(2)		64,103			71,307			75,476		83,322			85,053			85,857			81,401
Total assets		167,238			505,919			509,048		516,428			469,765			520,504			488,656
Total debt		169,582			260,314			262,187		262,267			241,453			249,641			266,429
Total stockholder’s equity		(38,875	)		171,691			172,714		172,311			156,580			189,420			127,694
Other Financial Data:
Depreciation and amortization	$	13,894		$	13,946		$	10,333	$	11,947		$	13,007		$	6,091		$	5,636
Capital expenditures(3)		14,849			16,161			14,022		29,105			17,455			9,278			4,362

(1) We use a 52- or 53-week fiscal year ending on the last Wednesday of the calendar year. In a 52-week fiscal year, each quarter includes 13 weeks of operations; in a 53-week fiscal year, the first, second and third quarters each include 13 weeks of operations and the fourth quarter includes 14 weeks of operations. Approximately every six or seven years a 53-week fiscal year occurs. Fiscal year 2008, which ended December 30, 2008, was a 53-week fiscal year. Fiscal years 2004, 2005, 2006 and 2007 were 52-week fiscal years.

(2) Net property consists of property owned and property held under capital leases.

(3) Capital expenditures consist of cash paid for the purchase of property as well as cash paid for the purchase of restaurants from franchisees. The amount paid for the purchase of restaurants from franchisees was $8,358,000 in 2007.

DESCRIPTION OF OTHER INDEBTEDNESS

Senior Secured Credit Facility

Overview

On May 22, 2009, EPL, as borrower, and certain of its affiliates, as guarantors, entered into a senior secured credit agreement with Jefferies Finance LLC, as lead arranger, collateral agent and administrative agent (in such capacity referred to as the Agent), the other agents party thereto, and the lenders from time to time party thereto. The senior secured credit agreement makes available to EPL a three year and two month senior secured revolving credit facility, referred to as the Facility, in an aggregate amount up to $12.5 million, referred to as the Commitment Amount. EPL may draw up to an aggregate amount of $8.0 million of the Facility as letters of credit at any time, with the ability of EPL to draw up to $10.0 million as letters of credit at the sole discretion of the issuing bank. EPL’s ability to borrow under the Facility will be limited at any time to the lesser of (i) the Commitment Amount and (ii) our EBITDA (as defined in the Facility) for the most recently completed trailing twelve consecutive months for which we have delivered financial statements to the Agent as of such time.

The proceeds of the Facility will be used for refinancing our existing indebtedness and back-stopping EPL’s issued and outstanding letters of credit under its existing credit facility, funding certain fees and expenses associated with the Facility, and financing its ongoing working capital, capital expenditures and general corporate needs.

Interest Rate and Fees

Borrowings under the Facility will bear interest, at EPL’s option, at a rate equal to either (a) a base rate determined by reference to the higher of (1) J.P. Morgan Chase Bank, N.A.’s “base rate” plus the applicable margin, (2) the federal funds rate plus 0.50% plus the applicable margin, and (3) the LIBOR rate for a three- month interest period plus 1.00% plus the applicable margin or (b) the LIBOR rate plus the applicable margin. The applicable margin is equal to 4.50% for base rate loans and 5.50% for LIBOR loans. Upon the occurrence and during the continuance of an event of default, the applicable margin will increase by 2.00%.

In addition to paying interest on outstanding principal under the Facility, EPL will be required to pay a commitment fee to the lenders in respect of the undrawn commitments thereunder. The commitment fee rate will be 1.00% per annum. EPL will also be required to pay customary letter of credit fees.

Prepayments

Upon receipt of insurance proceeds resulting from any casualty or condemnation, asset sales, certain debt incurrences, tax returns and other extraordinary events, the senior secured credit agreement may require EPL to apply such proceeds toward a permanent reduction of revolving commitments under the Facility, and, if the commitments under the Facility are so reduced to a level that is below principal amounts then outstanding, toward prepayment of outstanding principal and interest under the Facility.

Guarantee and Security

All obligations under the senior secured credit agreement are unconditionally guaranteed by the guarantors. All obligations under the Facility, including the guarantees of those obligations, are secured by substantially all of EPL’s assets and the assets of each guarantor, subject to certain exceptions, referred to as the Collateral. The lenders each benefit from a pari passu first priority security interest in the Collateral.

Certain Covenants and Events of Default

The senior secured credit agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, EPL’s ability and the ability of the guarantors to:

incur additional indebtedness or issue preferred stock;

create liens on assets;

engage in mergers or consolidations;

sell assets;

make certain restricted payments;

make investments, loans or advances;

make certain acquisitions;

engage in certain transactions with affiliates;

change EPL’s lines of business or fiscal year; and

engage in speculative hedging transactions.

In addition, the senior secured credit agreement requires EPL and the guarantors to maintain, on a consolidated basis, a minimum level of EBITDA at all times.

The senior secured credit agreement also contains affirmative covenants and events of default customary for credit facilities of this type.

9¼% Senior Secured Notes due 2009

In connection with the offering of the original notes, EPL called for redemption all of its remaining 9¼% senior secured notes due 2009, or the 9¼% Notes, and discharged the related indenture. The redemption price was 100% of the outstanding principal amount plus accrued and unpaid interest. $250,000 aggregate principal amount of the 9¼% Notes was outstanding at the time of the redemption. Funds for the redemption were deposited with the trustee for the 9¼% Notes and the related indenture was discharged prior to the closing of the offering of the original notes.

11¾% Senior Unsecured Notes due 2013

As of June 30, 2009, EPL had outstanding $106.3 million aggregate principal amount of 11¾% senior notes due 2013. Interest on these notes is payable in May and November and began on May 15, 2006. These notes are unsecured, are guaranteed by EPL and may be redeemed at its discretion after November 15, 2009. The indenture governing these notes contains certain provisions which may, among other items, prohibit EPL’s ability to incur additional indebtedness, sell assets, engage in transactions with affiliates and issue or sell preferred stock.

In October 2006, EPL completed the exchange of these notes for registered, publicly tradable notes that have substantially identical terms as the initial notes. The costs incurred in connection with the offering of these notes have been capitalized and are included in other assets in the balance sheets and the related amortization is reflected as a component of interest expense in our consolidated financial statements. EPL used the proceeds from these notes to purchase substantially all of its outstanding 9¼% senior secured notes due December 2009.

EPL purchased $15.9 million in principal amount of these notes at a price of $13.6 million at various times in 2008. The net purchase price was 86% of the principal amount of such notes and resulted in a net gain of $1.7 million which was included in other income in our consolidated statement of operations. The gain of $1.7 million was net of the write-off of prorated deferred finance costs of $0.6 million.

EPL purchased $2.0 million in principal amount of these notes at a price of $1.5 million in March of 2009. The net purchase price was 74% of the principal amount of such notes and resulted in a net gain of $0.5 million which is included in other income in our condensed consolidated statement of operations. The gain of $0.5 million is net of the write-off of prorated deferred finance costs of $0.1 million.

14½% PIK notes due 2014

As of June 30, 2009, we had $27.9 million outstanding in aggregate principal amount of the 14½% PIK notes due 2014. No cash interest will accrue on these notes prior to November 15, 2009. Instead, the principal value of these notes will increase (representing accretion of original issue discount) from the date of original issuance until but not including November 15, 2009 at a rate of 14½% per annum compounded annually, so that the accreted value of these notes on November 15, 2009 will be equal to the full principal amount of $29.3 million due at maturity.

Beginning on November 15, 2009, cash interest will accrue on these notes at an annual rate of 14½% per annum payable semi-annually in arrears on May 15 and November 15 of each year, beginning May 15, 2010. Principal is due on November 15, 2014. The indenture governing these notes restricts our ability and our subsidiaries to, among other items, incur additional indebtedness, sell assets, engage in transactions with affiliates and issue or sell preferred stock. The indenture governing these notes also limits our ability or our subsidiaries to make dividend or other payments to us and for us to make payments to El Pollo Loco Holdings, Inc., its immediate parent corporation.

These notes are effectively subordinated to all existing and future indebtedness and other liabilities of our subsidiaries. These notes are unsecured and are not guaranteed. If any of these notes are outstanding at May 15, 2011, we are required to redeem for cash a portion of each note then outstanding at 104.5% of the accreted value of such portion of such note, plus accrued and unpaid interest, if any. Additionally, we may, at our discretion, redeem any or all of these notes, subject to certain provisions contained in the indenture governing these notes.

In October 2006, we completed the exchange of these notes for registered, publicly tradable notes that have substantially identical terms as these notes. The costs incurred in connection with the registration of these notes were capitalized and included in other assets in our condensed consolidated financial statements and the related amortization was reflected as a component of interest expense in our condensed consolidated financial statements.

In January 2008, we repurchased a portion of these notes for $7.9 million, at a price that approximated their accreted value. We wrote-off the prorated deferred finance costs of $0.1 million which was included in other income in our condensed consolidated statement of operations.

THE EXCHANGE OFFER

Purpose of the Exchange Offer

When EPL sold the original notes on May 22, 2009, or the “closing date,” it entered into a registration rights agreement with the initial purchaser of the original notes. Under the registration rights agreement, EPL agreed to file a registration statement regarding the exchange of the original notes for exchange notes which are registered under the Securities Act. It also agreed to use its reasonable best efforts to cause the registration statement to become effective with the SEC and to conduct this exchange offer after the registration statement is declared effective. The registration rights agreement provides that EPL will be required to pay additional interest to the holders of the original notes if:

it does not file the exchange offer registration statement with the SEC on or prior to the 150th calendar day following the closing date of the offering of original notes;

the exchange offer registration statement has not been declared effective on or prior to the 240th calendar day following the closing date of the offering of original notes; or

the exchange offer is not consummated and no shelf registration statement is declared effective on or prior to the 360th calendar day following the closing date of the offering of original notes.

The exchange offer is not being made to holders of original notes in any jurisdiction where the exchange would not comply with the securities or blue sky laws of such jurisdiction. The registration rights agreement is filed as an exhibit to EPLI’s Current Report on Form 8-K filed with the SEC on May 26, 2009, which is incorporated by reference into this prospectus.

Terms of the Exchange Offer

Upon the terms and conditions described in this prospectus, EPL will accept for exchange original notes that are properly tendered on or before the expiration date and not withdrawn as permitted below. As used in this prospectus, the term “expiration date” means 5:00 p.m., New York City time, on , 2009. However, if EPL, in its sole discretion, has extended the period of time for which the exchange offer is open, the term “expiration date” means the latest time and date to which it extended the exchange offer.

As of the date of this prospectus, $132,500,000 aggregate principal amount of the original notes is outstanding. The original notes were offered under an indenture dated as of May 22, 2009. This prospectus is first being sent on or about , 2009 to all holders of original notes known to EPL. EPL’s obligation to accept original notes for exchange in the exchange offer is subject to the conditions described under “—Conditions to the Exchange Offer.” EPL reserves the right to extend the period of time during which the exchange offer is open. EPL would then delay acceptance for exchange of any original notes by giving oral or written notice of an extension to the holders of original notes as described below. During any extension period, all original notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by EPL. Any original notes not accepted for exchange will be returned to the tendering holder after the expiration or termination of the exchange offer. Holders of originals notes do not have dissenters’ rights of appraisal in connection with the exchange offer.

You may only exchange outstanding notes in denominations of $2,000 and higher integral multiples of $1,000.

EPL reserves the right to amend or terminate the exchange offer, and not to accept for exchange any original notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified under “—Conditions to the Exchange Offer.” EPL will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the original notes as promptly as practicable. EPL will notify you of any extension by means of a press release or other public announcement no later than 9:00 a.m., New York City time on the expiration date.

EPL’s acceptance of the tender of original notes by a tendering holder will form a binding agreement upon the terms and subject to the conditions provided in this prospectus.

Procedures for Tendering

You may only tender your original notes by book-entry transfer of the original notes into the exchange agent’s account at DTC. The tender to EPL of original notes by you, as set forth below, and its acceptance of the original notes will constitute a binding agreement between EPL and you, upon the terms and subject to the conditions set forth in this prospectus.

Except as described below, a tendering holder must, on or prior to the expiration date, transmit an agent’s message to the exchange agent at the address listed below under “—Exchange Agent.”

In addition, the exchange agent must receive timely confirmation of book-entry transfer of the original notes into the exchange agent’s account at the Depository Trust Company, the book-entry transfer facility, along with the agent’s message.

The Depository Trust Company will be referred to as DTC in this prospectus.

The term “agent’s message” means a message, transmitted to DTC and received by the exchange agent and forming a part of a book-entry transfer.

If you are a beneficial owner whose original notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and wish to tender, you should promptly instruct the registered holder to tender on your behalf. Any registered holder that is a participant in DTC’s book-entry transfer facility system may make book-entry delivery of the original notes by causing DTC to transfer the original notes into the exchange agent’s account.

EPL will determine in its sole discretion all questions as to the validity, form and eligibility of original notes tendered for exchange. This discretion extends to the determination of all questions concerning the timing of receipts and acceptance of tenders. These determinations will be final and binding.

EPL reserves the right to reject any particular original note not properly tendered, or any acceptance that might, in its judgment or its counsel’s judgment, be unlawful. EPL also reserves the right to waive any conditions of the exchange offer as applicable to all original notes prior to the expiration date. EPL also reserves the right to waive any defects or irregularities or conditions of the exchange offer as to any particular original note prior to the expiration date. Its interpretation of the terms and conditions of the exchange offer as to any particular original note either before or after the expiration date shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of original notes must be cured within a reasonable period of time. None of EPL, the exchange agent or any other person will be under any duty to give notification of any defect or irregularity in any tender of original notes. Nor will EPL, the exchange agent or any other person incur any liability for failing to give notification of any defect or irregularity.

By tendering, each holder represents to EPL that:

the holder is not an affiliate of EPL’s (as defined in Rule 405 under the Securities Act) or a broker-dealer tendering notes acquired directly from EPL for its own account;

the exchange notes are being acquired in the ordinary course of business of the person receiving the exchange notes, whether or not that person is the holder; and

neither the holder nor the other person has any arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes.

In the case of a holder that is not a broker-dealer, that holder, by tendering, will also represent to EPL that the holder is not engaged in, and does not intend to engage in, a distribution of the exchange notes.

However, each holder who is EPL’s “affiliate” (within the meaning of the Securities Act) who intends to participate in the exchange offer for the purpose of distributing the exchange notes or a broker-dealer (within the meaning of the Securities Act) that acquired original notes in a transaction other than as part of its trading or market-making activities and who has arranged or has an understanding with any person to participate in the distribution of the exchange notes:

will not be able to rely on the applicable interpretation by the staff of the SEC set forth in the applicable no-action letters;

will not be able to tender its original notes in the exchange offer; and

must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the notes unless such sale or transfer is made pursuant to an exemption from such requirements.

Each broker or dealer that receives exchange notes for its own account in exchange for original notes, where the original notes were acquired by it as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the exchange notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. However, a broker-dealer may be a statutory underwriter. See “Plan of Distribution.”

Furthermore, any broker-dealer that acquired any of its original notes directly from EPL:

may not rely on the applicable interpretation of the staff of the SEC’s position contained in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan, Stanley & Co. Inc., SEC no-action letter (June 5, 1991), and Shearman & Sterling, SEC no-action letter (July 2, 1993); and

must also be named as a selling holder in connection with the registration and prospectus delivery requirements of the Securities Act relating to any resale transaction.

By delivering an agent’s message, a beneficial owner (whose original notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee) or holder will be deemed to have irrevocably appointed the exchange agent as its agent and attorney-in-fact (with full knowledge that the exchange agent is also acting as an agent for EPL in connection with the exchange offer) with respect to the original notes, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest subject only to the right of withdrawal described in this prospectus), to receive for EPL’s account all benefits and otherwise exercise all rights of beneficial ownership of such original notes, in accordance with the terms and conditions of the exchange offer.

Each beneficial owner or holder will also be deemed to have represented and warranted to EPL that it has authority to tender, exchange, sell, assign and transfer the original notes it tenders and that, when the same are accepted for exchange, EPL will acquire good, marketable and unencumbered title to such original notes, free and clear of all liens, restrictions, charges and encumbrances, and that the original notes tendered are not subject to any adverse claims or proxies. Each beneficial owner and holder, by tendering its original notes, also agrees that it will comply with its obligations under the registration rights agreement.

Acceptance of Original Notes for Exchange; Delivery of Exchange Notes

Upon satisfaction or waiver of all of the conditions to the exchange offer, EPL will accept, promptly after the expiration date, all original notes properly tendered, unless it terminates the exchange offer because of the non-satisfaction of conditions. EPL will issue the exchange notes as soon as practicable after acceptance of the original notes. See “—Conditions to the Exchange Offer.” For purposes of the exchange offer, EPL will be deemed to have accepted properly tendered original notes for exchange when, as and if it has given oral or written notice to the exchange agent, with prompt written confirmation of any oral notice.

For each original note accepted for exchange, the holder of the original note will receive an exchange note having a principal amount equal to that of the surrendered original note. The exchange notes will bear interest from the most recent date to which interest has been paid on the original notes. Accordingly, registered holders of exchange notes on the relevant record date for the first interest payment date following the completion of the exchange offer will receive interest accruing from the most recent date to which interest has been paid. Original notes accepted for exchange will cease to accrue interest from and after the date of completion of the exchange offer. Holders of original notes whose original notes are accepted for exchange will not receive any payment for accrued interest on the original notes otherwise payable on any interest payment date, the record date for which occurs on or after completion of the exchange offer and will be deemed to have waived their rights to receive the accrued interest on the original notes.

In all cases, issuance of exchange notes for original notes will be made only after timely receipt by the exchange agent of an agent’s message and a timely confirmation of the book-entry transfer of the original notes into the exchange agent’s account at DTC.

Unaccepted or non-exchanged original notes will be returned without expense to the tendering holder of the original notes. In the case of original notes tendered by book-entry transfer in accordance with the book-entry procedures described below, the non-exchanged original notes will be returned or recredited promptly.

Book-Entry Transfer

The exchange agent will make a request to establish an account for the original notes at DTC for purposes of the exchange offer within two business days after the date of this prospectus. Any financial institution that is a participant in DTC’s systems must make book-entry delivery of original notes by causing DTC to transfer those original notes into the exchange agent’s account at DTC in accordance with DTC’s procedure for transfer. This participant should transmit its acceptance to DTC on or prior to the expiration date. DTC will verify this acceptance, execute a book-entry transfer of the tendered original notes into the exchange agent’s account at DTC and then send to the exchange agent confirmation of this book-entry transfer. The transmission of the original notes and agent’s message to DTC and delivery by DTC to and receipt by the exchange agent of the related agent’s message will be deemed to be a valid tender.

Exchanging Book−Entry Notes

The exchange agent and the book-entry transfer facility have confirmed that any financial institution that is a participant in the book-entry transfer facility may utilize the book-entry transfer facility Automated Tender Offer Program, or ATOP, procedures to tender original notes. Any participant in the book-entry transfer facility may make book-entry delivery of original notes by causing the book-entry transfer facility to transfer such original notes into the exchange agent’s account in accordance with the book-entry transfer facility’s ATOP procedures for transfer. However, the exchange for the original notes so tendered will only be made after a book-entry confirmation of the book-entry transfer of original notes into the exchange agent’s account, and timely receipt by the exchange agent of an agent’s message and any other documents required by the letter of transmittal. The term “agent’s message” means a message, transmitted by the book-entry transfer facility and received by the exchange agent and forming part of a book-entry confirmation, which states that the book-entry transfer facility has received an express acknowledgment from a participant tendering original notes that are the subject of such book-entry confirmation that such participant has received and agrees to be bound by the terms of the letter of transmittal, and that EPL may enforce such agreement against such participant.

Withdrawal Rights

Tenders of original notes may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date.

For a withdrawal of a tender of original notes to be effective, the exchange agent must receive a valid withdrawal request through ATOP from the tendering DTC participant before the expiration date. Any such request for withdrawal must include the VOI number of the tender to be withdrawn and the name of the ultimate beneficial owner of the related original notes in order that such bonds may be withdrawn.

EPL will determine all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal. Any original notes so withdrawn will be deemed not to have been validly tendered for exchange. No exchange notes will be issued unless the original notes so withdrawn are validly re-tendered. Any original notes that have been tendered for exchange, but which are not exchanged for any reason, will be returned to the tendering holder without cost to the holder. In the case of original notes tendered by book-entry transfer, the original notes will be credited to an account maintained with the book-entry transfer facility for the original notes. Properly withdrawn original notes may be re-tendered by following the procedures described under “—Procedures for Tendering” above at any time on or before 5:00 p.m., New York City time, on the expiration date.

Conditions to the Exchange Offer

Notwithstanding any other provision of the exchange offer, EPL shall not be required to accept for exchange, or to issue exchange notes in exchange for, any original notes, and may terminate or amend the exchange offer, if at any time prior to the expiration date any of the following events occurs:

there is threatened, instituted or pending any action or proceeding before, or any injunction, order or decree issued by, any court or governmental agency or other governmental regulatory or administrative agency or commission;

a change in applicable law prohibits the consummation of such exchange offer; or

any change, or any development involving a prospective change, has occurred or been threatened in our business, financial condition, operations or prospects and those of our subsidiaries taken as a whole that is or may be adverse to EPL, or it has become aware of facts that have or may have an adverse impact on the value of the original notes or the exchange notes, which in its reasonable judgment in any case makes it inadvisable to proceed with the exchange offer and about which change or development it makes a public announcement.

All conditions will be deemed satisfied or waived prior to the expiration date, unless EPL asserts them prior to the expiration date. The foregoing conditions to the exchange offer are for EPL’s sole benefit and it may prior to the expiration date assert them regardless of the circumstances giving rise to any of these conditions, or it may prior to the expiration date waive them in whole or in part in its reasonable discretion. EPL’s failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any right.

In addition, EPL will not accept for exchange any original notes tendered, and no exchange notes will be issued in exchange for any original notes, if at this time any stop order is threatened or in effect relating to the registration statement of which this prospectus constitutes a part. EPL is required to make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible moment.

Exchange Agent

EPL has appointed The Bank of New York Mellon Trust Company, N.A. as the exchange agent for the exchange offer. You should direct all executed letters of transmittal to the exchange agent at the address indicated below. You should direct questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery to the exchange agent addressed as follows:

Delivery To:

The Bank of New York Mellon Trust Company, N.A.

By Hand, Registered or Certified Mail, or Overnight Courier:

The Bank of New York Mellon

Corporate Trust Operations

Reorganization Unit

101 Barclay Street—7 East

New York, NY 10286

Attn: Mrs. Evangeline R. Gonzales

For Information Call: (212) 815-3738

By Facsimile: (212) 298-1915

Confirm By Telephone: (212) 815-3738

All other questions should be addressed to El Pollo Loco, Inc., 3535 Harbor Blvd., Suite 100, Costa Mesa, California 92626, attention Jerry L. Lovejoy, Esq. If you deliver the letter of transmittal to an address other than any address indicated above or transmit instructions via facsimile other than to any facsimile number indicated above, then your delivery or transmission will not constitute a valid delivery of the letter of transmittal.

Fees and Expenses

EPL will not make any payment to brokers, dealers or others soliciting acceptances of the exchange offer. EPL has agreed to pay all expenses incidental to the exchange offer other than commissions and concessions of any broker or dealer and certain transfer taxes and will indemnify holders of the notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act. The estimated cash expenses to be incurred in connection with the exchange offer will be paid by EPL and will include fees and expenses of the exchange agent, accounting, legal, printing and related fees and expenses.

Accounting Treatment

EPL will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offer. EPL will amortize the expense of the exchange offer over the term of the exchange notes in accordance with accounting principles generally accepted in the United States of America.

Transfer Taxes

EPL will pay any transfer taxes in connection with the exchange of original notes for exchange notes in the exchange offer unless you instruct it to register exchange notes in the name of, or request any original notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder. In those cases, you will be responsible for the payment of any applicable transfer tax.

Consequences of Exchanging or Failing to Exchange the Original Notes

Holders of original notes who do not exchange their original notes for exchange notes in the exchange offer will continue to be subject to the provisions in the indenture regarding transfer and exchange of the original notes and the restrictions on transfer of the original notes as described in the legend on the original notes as a consequence of the issuance of the original notes under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, the original notes may not be offered or sold, unless registered under the Securities Act, except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Original note holders that do not exchange original notes for exchange notes in the exchange offer will no longer have any registration rights with respect to such notes.

Based on existing interpretations of the Securities Act by the SEC’s staff contained in several no-action letters to third parties, and subject to the immediately following sentence, EPL believes that the exchange notes would generally be freely transferable by holders after the exchange offer without further registration under the Securities Act, subject to certain representations required to be made by each holder of exchange notes, as set forth below. However, any purchaser of exchange notes who is one of EPL’s “affiliates” (as defined in Rule 405 under the Securities Act) or who intends to participate in the exchange offer for the purpose of distributing the exchange notes:

will not be able to rely on the applicable interpretation of the staff of the SEC;

will not be able to tender its original notes in the exchange offer; and

EPL does not intend to seek its own interpretation regarding the exchange offer and there can be no assurance that the SEC’s staff would make a similar determination with respect to the exchange notes as it has in other interpretations to other parties, although it has no reason to believe otherwise.

DESCRIPTION OF THE NOTES

You can find the definitions of certain terms used in this description under the subheading “—Certain Definitions.” In this description, the word “Company” refers to El Pollo Loco, Inc. and not to any of its subsidiaries.

The Company will issue the exchange notes under an indenture, dated as of May 22, 2009, among itself, the Parent Guarantor and The Bank of New York Trust Mellon Company, N.A., a national banking association, as trustee. This is the same indenture under which the original notes were issued. The terms of the notes will include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended.

The following description is a summary of the material provisions of the indenture and the exchange notes. It does not restate the indenture in its entirety and is qualified in its entirety by reference to the provisions of the indenture and the exchange notes, including the definitions therein of certain terms. A copy of the indenture has been filed as an exhibit to EPLI’s Current Report on Form 8-K filed with the SEC on May 26, 2009. The Company urges you to read the indenture because it, and not this description, define your rights as holders of the exchange notes. Certain defined terms used in this description but not defined below under “—Certain Definitions” have the meanings assigned to them in the indenture.

The registered holder of a note will be treated as the owner of it for all purposes. Only registered holders will have rights under the indenture.

The terms of these exchange notes are identical in all material respects to those of the original notes except that the exchange notes are registered under the Securities Act and the transfer restrictions, registration rights and additional interest provisions applicable to the original notes do not apply to the exchange notes.

Brief Description of the Notes and the Note Guarantees

The Notes

The notes:

will be senior secured obligations of the Company;

will be secured on a second-priority basis by Liens on all of the assets of the Company other than the Excluded Assets, with such Liens subject in priority to the Liens securing the Company’s obligations under the Credit Agreement and any other Priority Lien Debt and other Permitted Prior Liens;

will be effectively junior, to the extent of the value of the Collateral, to the Company’s obligations under the Credit Agreement and any other Priority Lien Debt, which will be secured on a first- priority basis by the same assets of the Company that secure the notes;

will be effectively junior to any Permitted Prior Liens, to the extent of the value of the assets of the Company subject to those Permitted Prior Liens;

will be pari passu in right of payment with all other senior indebtedness of the Company, including Indebtedness under the Credit Agreement;

will be senior in right of payment to any future subordinated Indebtedness of the Company, if any; and

will be unconditionally guaranteed by any future Subsidiaries that are Guarantors.

The Note Guarantees

The notes will be guaranteed by (i) Parent Guarantor and (ii) all of the Company’s future Domestic Restricted Subsidiaries. As of the date of this prospectus, the Company has no Domestic Restricted Subsidiaries.

Each guarantee of the notes:

will be a senior secured obligation of such Guarantor;

will be secured on a second-priority basis by Liens on all of the assets of that Guarantor other than the Excluded Assets, with such Liens subject in priority to the Liens securing that Guarantor’s guarantee of the Obligations under the Credit Agreement and any other Priority Lien Debt and other Permitted Prior Liens;

will be effectively junior, to the extent of the value of the Collateral, to that Guarantor’s guarantee of the Credit Agreement and any other Priority Lien Debt, which will be secured on a first-priority basis by the same assets of that Guarantor that secure the notes;

will be effectively junior to any Permitted Prior Liens, to the extent of the value of the assets of that Guarantor subject to those Permitted Prior Liens;

will be pari passu in right of payment with all other senior indebtedness of that Guarantor, including its guarantee of Indebtedness under the Credit Agreement; and

will be senior in right of payment to any future subordinated Indebtedness of that Guarantor.

As of June 30, 2009, EPL would have had outstanding approximately $238.6 million of senior indebtedness (none of which would have been secured other than the notes), and approximately $12.5 million available for additional borrowing under its revolving credit facility (net of any amounts drawn on the date of the indenture to cash collateralize EPL’s existing letters of credit).

Under the circumstances described below under the caption “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries,” the Company will be permitted to create and designate certain of its Subsidiaries as “Unrestricted Subsidiaries.” Such Unrestricted Subsidiaries will not be subject to the restrictive covenants in the indenture and will not guarantee the notes.

Principal, Maturity and Interest

The Company will exchange $132,500,000 in aggregate principal amount of original notes for exchange notes in this exchange offer. The Company may issue additional notes under the indenture from time to time after this exchange offer. Any issuance of additional notes is subject to compliance with all of the covenants in the indenture, including the covenant described below under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.” The notes and any additional notes subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Company will issue notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes will mature on December 1, 2012.

Interest on the notes will accrue at the rate of 11¾% per annum and will be payable semi-annually in arrears on June 1 and December 1, commencing on December 1, 2009. Interest on overdue principal and interest and Liquidated Damages, if any, will accrue at a rate that is 1% higher than the then applicable interest rate on the notes. The Company will make each interest payment to the holders of record on the immediately preceding May 15 and November 15. Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

If a holder of notes has given wire transfer instructions to the Company, the Company will pay all principal, interest and premium and Liquidated Damages, if any, on that holder’s notes in accordance with those instructions. All other payments on the notes will be made at the office or agency of the paying agent and registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the holders of notes at their address set forth in the register of holders.

Paying Agent and Registrar for the Notes

The trustee will initially act as paying agent and registrar. The Company may change the paying agent or registrar without prior notice to the holders of the notes, and the Company or any of its Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

A holder may transfer or exchange notes in accordance with the provisions of the indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer. The Company will not be required to transfer or exchange any note selected for redemption. Also, the Company will not be required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

Note Guarantees

The notes and the other obligations under the indenture will be guaranteed by (i) the Parent Guarantor and (ii) each of the Company’s future Domestic Subsidiaries. These Note Guarantees will be joint and several obligations of the Guarantors. The obligations of each Guarantor under its Note Guarantee will be limited as necessary to prevent that Note Guarantee from constituting a fraudulent conveyance under applicable law.

A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless:

(1)

immediately after giving effect to that transaction, no Default or Event of Default exists; and

(2)

either:

(a)

the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the indenture, its Note Guarantee and the registration rights agreement pursuant to a supplemental indenture satisfactory to the trustee; or

(b)

the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the indenture.

The Note Guarantee of a Guarantor will be released:

(1)

in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate the “Asset Sale” provisions of the indenture;

(2)

in connection with any sale or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate the “Asset Sale” provisions of the indenture;

(3)

if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the indenture;

(4)

in connection with any consolidation or merger if the Guarantor or surviving Person shall cease to be a Subsidiary of the Company, if the consolidation or merger complies with the provisions of the indenture;

(5)

upon the release of such Guarantor from its liability in respect of all Indebtedness of the Company and all other Guarantors; or

(6)

upon legal defeasance or covenant defeasance or satisfaction and discharge of the indenture as provided below under the captions “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge.”

See “—Repurchase at the Option of Holders—Asset Sales.”

Security

The obligations of the Company with respect to the notes, the obligations of the Guarantors under the guarantees and the performance of all other obligations of the Company, the Guarantors and the Company’s other Restricted Subsidiaries under the Note Documents will be secured by second-priority Liens in the Collateral granted to the collateral agent for the benefit of the holders of the Parity Lien Obligations. The Collateral will include substantially all of the assets of the Company and the Guarantors, including a pledge of the Capital Stock of the Company and, except as set forth under the definition of Excluded Assets, each future Subsidiary owned directly by the Company or any Guarantor. These Liens will be junior in priority to the Liens securing the Priority Lien Obligations and to all other Permitted Prior Liens. The Liens securing Priority Lien Obligations will be held by the Priority Lien Collateral Agent.

The Collateral will not include:

(1)

any lease, license, contract, property right or agreement to which the Company or any Guarantor is a party or any of its rights or interests thereunder if and only for so long as the grant of a Lien under the security documents is prohibited by any law, rule or regulation or will constitute or result in a breach, termination or default, or requires any consent not obtained (other than intercompany consents), under any such lease, license, contract, property right or agreement (other than to the extent that any such applicable law, rule, regulation or term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity); provided that such lease, license, contract, property right or agreement will be an Excluded Asset only to the extent and for so long as the consequences specified above will result and will cease to be an Excluded Asset and will become subject to the Lien granted under the security documents, immediately and automatically, at such time as such consequences will no longer result;

(2)

property and assets owned by the Company or any Guarantor that are the subject of Permitted Liens described in clause (7) of the definition thereof for so long as such Permitted Liens are in effect and the Indebtedness secured thereby is permitted to be incurred pursuant to clause (4) of the second paragraph of the covenant entitled “—Incurrence of Indebtedness and Issuance of Preferred Stock;”

(3)

any intent-to-use application trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law;

(4)

the Capital Stock of any Foreign Subsidiary to the extent that the voting power of such Capital Stock aggregates to more than 65% of the voting power of such Foreign Subsidiary or the Capital Stock of any Subsidiary of a Foreign Subsidiary; and

(5)

leased real property of the Company or any Guarantor.

Intercreditor Agreement

On the date of the indenture, the Company and the Parent Guarantor entered into an intercreditor agreement with the Priority Lien Collateral Agent, the Priority Lien Credit Agreement Agent, the collateral agent and the trustee. The intercreditor agreement sets forth the terms of the relationship between the holders of Priority Liens and the holders of Parity Liens.

Ranking of Parity Liens

The intercreditor agreement and the indenture provide that, notwithstanding:

(1)

anything to the contrary contained in the security documents;

(2)

the time of incurrence of any Series of Secured Debt;

(3)

the order or method of attachment or perfection of any Liens securing any Series of Secured Debt;

(4)

the time or order of filing or recording of financing statements, mortgages or other documents filed or recorded to perfect any Lien upon any Collateral;

(5)

the time of taking possession or control over any Collateral;

(6)

that any Priority Lien may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien; or

(7)

the rules for determining priority under any law governing relative priorities of Liens,

all Parity Liens at any time granted by the Company or any Guarantor will be subject and subordinate to all Priority Liens securing Priority Lien Obligations up to the Priority Lien Cap.

The provisions under the caption “—Ranking of Parity Liens” are intended for the benefit of, and will be enforceable as a third party beneficiary by, each present and future holder of Priority Lien Obligations, each present and future Priority Lien Representatives and the Priority Lien Collateral Agent as holder of Priority Liens. No other Person will be entitled to rely on, have the benefit of or enforce those provisions.

In addition, the provisions under the caption “—Ranking of Parity Liens” are intended solely to set forth the relative ranking, as Liens, of the Liens securing Parity Lien Debt as against the Priority Liens. No Parity Lien Obligations nor the exercise or enforcement of any right or remedy for the payment or collection thereof (other than with respect to the Collateral or any proceeds thereof to the extent set forth in the intercreditor agreement) are intended to be, or will ever be by reason of the foregoing provision, in any respect subordinated, deferred, postponed, restricted or prejudiced.

Restrictions on Enforcement of Parity Liens

The holders of loans made under the Credit Agreement and other Priority Lien Obligations have, subject to the exceptions set forth below in clauses (1) through (4) and the provisions described below under the caption “—Provisions of the Indenture Relating to Security—Relative Rights,” and subject to the rights of the holders of Permitted Prior Liens, the exclusive right to enforce, collect or realize on any Collateral or exercise any other right or remedy with respect to the Collateral. Until the Discharge of Priority Lien Obligations, neither the collateral agent, nor the trustee nor the holders of Parity Lien Obligations may take any action to enforce, collect or realize on any Collateral or exercise any other right or remedy with respect to the Collateral. Notwithstanding the foregoing, the trustee and the holders of Parity Lien Obligations may, subject to the rights of the holders of other Permitted Prior Liens, direct the collateral agent:

(1)

without any condition or restriction whatsoever, at any time after the Discharge of Priority Lien Obligations;

(2)

as necessary to redeem any Collateral in a creditor’s redemption permitted by law or to deliver any notice or demand necessary to enforce (subject to the prior Discharge of Priority Lien Obligations) any right to claim, take or receive proceeds of Collateral remaining after the Discharge of Priority Lien Obligations in the event of foreclosure or other enforcement of any Permitted Prior Lien;

(3)

as necessary to perfect or establish the priority (subject to Priority Liens and other Permitted Prior Liens) of the Parity Liens upon any Collateral; provided that the trustee and the holders of Parity Lien Obligations may not require the collateral agent to take any action to perfect any Collateral through possession or control; or

(4)

as necessary to create, prove, preserve or protect (but not enforce) the Parity Liens upon any Collateral.

Subject to the provisions described below under the caption “—Provisions of the Indenture Relating to Security—Relative Rights,” until the Discharge of Priority Lien Obligations, none of the holders of Parity Lien Obligations or the collateral agent will:

(1)

request judicial relief, in an insolvency or liquidation proceeding or in any other court, that would hinder, delay, limit or prohibit the lawful exercise or enforcement of any right or remedy otherwise available to the holders of Priority Lien Obligations in respect of the Priority Liens or that would limit, invalidate, avoid or set aside any Priority Lien or subordinate the Priority Liens to the Parity Liens or grant the Parity Liens equal ranking to the Priority Liens;

(2)

oppose or otherwise contest any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement of Priority Liens made by any holder of Priority Lien Obligations or any Priority Lien Representative in any insolvency or liquidation proceedings;

(3)

oppose or otherwise contest any lawful exercise by any holder of Priority Lien Obligations or any Priority Lien Representative of the right to credit bid Priority Lien Debt at any sale in foreclosure of Priority Liens;

(4)

oppose or otherwise contest any other request for judicial relief made in any court by any holder of Priority Lien Obligations or any Priority Lien Representative relating to the lawful enforcement of any Priority Lien; or

(5)

challenge the validity, enforceability, perfection or priority of the Priority Liens.

Notwithstanding the foregoing, both before and during an insolvency or liquidation proceeding, (i) the holders of Parity Lien Obligations and the collateral agent may take any actions and exercise any and all rights that would be available to a holder of unsecured claims, including, without limitation, the commencement of an insolvency or liquidation proceeding against the Company or any Guarantor in accordance with applicable law; provided that, by accepting a note, each holder of notes will agree not to take any of the actions prohibited under clauses (1) through (5) of the preceding paragraph or oppose or contest any order that it has agreed not to oppose or contest under the provisions described below under the caption “—Insolvency or Liquidation Proceedings” and (ii) after a period of 120 days has elapsed (which period will be tolled during any period in which the Priority Lien Collateral Agent will not be entitled to enforce or exercise any rights or remedies with respect to any Collateral as a result of (x) any injunction issued by a court of competent jurisdiction or (y) the automatic stay or any other stay in any insolvency or liquidation proceeding) since the date on which the collateral agent has delivered to the Priority Lien Collateral Agent written notice of the acceleration of the notes, or the Standstill Period, the holders of Parity Lien Obligations may enforce or exercise any rights or remedies with respect to any Collateral; provided, however that notwithstanding the expiration of the Standstill Period or anything in the intercreditor agreement to the contrary, in no event may the collateral agent or any other holder of Parity Lien Obligations enforce or exercise any rights or remedies with respect to any Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the Priority Lien Collateral Agent or any other holder of Priority Lien Obligations shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from modification of the automatic stay or any other stay in any insolvency or liquidation proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to such Collateral or any such action or proceeding (prompt written notice thereof to be given to the collateral agent by the Priority Lien Collateral Agent).

At any time prior to the Discharge of Priority Lien Obligations and after (a) the commencement of any insolvency or liquidation proceeding in respect of the Company or any Guarantor or (b) the collateral agent shall have received written notice from any Priority Lien Representative at the direction of the holders of Priority Lien Debt representing a majority in aggregate principal amount of outstanding Priority Lien Debt stating that (i) any Series of Priority Lien Debt has become due and payable in full (whether at maturity, upon acceleration or otherwise) or (ii) the holders of Priority Liens securing one or more Series of Priority Lien Debt have become entitled under any Priority Lien Documents to and desire to enforce any or all of the Priority Liens by reason of a default under such Priority Lien Documents, no payment of money (or the equivalent of money) will be made from the proceeds of Collateral by the Company or any Guarantor to the collateral agent or any holder of Parity Lien Obligations (including, without limitation, payments and prepayments made for application to Parity Lien Obligations and all other payments and deposits made pursuant to any provision of the indenture, the notes, the Guarantees or any other Parity Lien Document).

Subject to the provisions described below under the caption “—Provisions of the Indenture Relating to Security—Relative Rights,” all proceeds of Collateral received by the collateral agent or any holder of Parity Lien Obligations at any time prior to the Discharge of Priority Lien Obligations in violation of the immediately preceding paragraph will be held by the collateral agent or the applicable holder of Parity Lien Obligations for the account of the holders of Priority Liens and remitted to any Priority Lien Representative upon demand by such Priority Lien Representative. The collateral agent or such holder of Parity Lien Obligations, as the case may be, shall notify the Priority Lien Collateral Agent upon receipt of any such proceeds and shall hold such proceeds for the benefit of the holders of the Priority Lien Obligations and other Obligations secured by Permitted Prior Liens. The Parity Liens will remain attached to and, subject to the provisions described under the caption “—Provisions of the Indenture Relating to Security—Ranking of Parity Liens,” enforceable against all proceeds so held or remitted. All proceeds of Collateral received by the collateral agent or the holders of Parity Lien Obligations not in violation of the immediately preceding paragraph will be received by the collateral agent or such holder of Parity Lien Obligations free from the Priority Liens and all other Liens except the Parity Liens.

Waiver of Right of Marshalling

The intercreditor agreement provides that, prior to the Discharge of Priority Lien Obligations, the holders of Parity Lien Obligations and the collateral agent may not assert or enforce any right of marshalling accorded to a junior lienholder, as against the holders of Priority Liens (in their capacity as priority lienholders). Following the Discharge of Priority Lien Obligations, the holders of Parity Lien Obligations and the collateral agent may assert their rights under the Uniform Commercial Code or otherwise to any proceeds remaining following a sale or other disposition of Collateral by, or on behalf of, the holders of Priority Lien Obligations.

Insolvency or Liquidation Proceedings

If in any insolvency or liquidation proceeding and prior to the Discharge of Priority Lien Obligations, the holders of Priority Lien Obligations by the holders of Priority Lien Debt representing a majority in aggregate principal amount of outstanding Priority Lien Debt consent to any order:

(1)

for use of cash collateral;

(2)

approving a debtor-in-possession financing secured by a Lien that is senior to or on a parity with all Priority Liens upon any property of the estate in such insolvency or liquidation proceeding;

(3)

granting any relief on account of Priority Lien Obligations as adequate protection (or its equivalent) for the benefit of the holders of Priority Lien Obligations in the collateral subject to Priority Liens; or

(4)

relating to a sale of assets of the Company or any Guarantor that provides, to the extent the assets sold are to be free and clear of Liens, that all Priority Liens and Parity Liens will attach to the proceeds of the sale;

then, the holders Parity Lien Obligations, in their capacity as holders of secured claims, and the collateral agent will not oppose or otherwise contest the entry of such order, so long as none of the holders of Priority Lien Obligations or any Priority Lien Representative in any respect opposes or otherwise contests any request made by the holders of Parity Lien Obligations or the collateral agent for the grant to the collateral agent, for the benefit of the holders of Parity Lien Obligations, of a junior Lien upon any property on which a Lien is (or is to be) granted under such order to secure the Priority Lien Obligations, co-extensive in all respects with, but subordinated (as set forth herein under the caption “—Provisions of the Indenture Relating to Security—Ranking of Parity Liens”) to, such Lien and all Priority Liens on such property.

Notwithstanding the foregoing, both before and during an insolvency or liquidation proceeding, the holders of Parity Lien Obligations and the collateral agent may take any actions and exercise any and all rights that would be available to a holder of unsecured claims, including, without limitation, the commencement of insolvency or liquidation proceedings against the Company or any Guarantor in accordance with applicable law; provided that, by accepting a note, each holder of notes will agree not to take any of the actions prohibited under clauses (1) through (5) of the second paragraph of the provisions described above under the caption “—Restrictions on Enforcement of Parity Liens” or oppose or contest any order that it has agreed not to oppose or contest under clauses (1) through (4) of the preceding paragraph.

Neither the holders of Parity Lien Obligations nor the collateral agent will file or prosecute in any insolvency or liquidation proceeding any motion for adequate protection (or any comparable request for relief) based upon their interest in the Collateral under the Parity Liens, except that:

(1)

they may freely seek and obtain relief: (a) granting a junior Lien co-extensive in all respects with, but subordinated (as set forth herein under the caption “—Provisions of the Indenture Relating to Security—Ranking of Parity Liens”) to, all Liens granted in the insolvency or liquidation proceeding to, or for the benefit of, the holders of Priority Lien Obligations; or (b) in connection with the confirmation of any plan of reorganization or similar dispositive restructuring plan; and

(2)

they may freely seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction whatsoever, at any time after the Discharge of Priority Lien Obligations.

Order of Application

Distributions by the Priority Lien Collateral Agent

The intercreditor agreement provides that if any Collateral is sold or otherwise realized upon by the Priority Lien Collateral Agent in connection with any foreclosure, collection or other enforcement of Liens granted to the Priority Lien Collateral Agent in the Priority Lien Security Documents, the proceeds received by the Priority Lien Collateral Agent from such foreclosure, collection or other enforcement will be distributed by the Priority Lien Collateral Agent in the following order of application:

FIRST, to the payment of all amounts payable under the Priority Lien Documents on account of the Priority Lien Collateral Agent’s and Priority Lien Representative’s fees and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the Priority Lien Collateral Agent, the Priority Lien Representative or any co-trustee or agent of the Priority Lien Collateral Agent in connection with any Priority Lien Security Document or enforcement of remedies;

SECOND, to the repayment of Indebtedness and other Obligations, other than Secured Debt, secured by a Permitted Prior Lien on the Collateral sold or realized upon;

THIRD, to the respective Priority Lien Representatives for application to the payment of all outstanding Priority Lien Debt and any other Priority Lien Obligations that are then due and payable in such order as may be provided in the Priority Lien Documents in an amount sufficient to pay in full in cash all outstanding Priority Lien Debt and all other Priority Lien Obligations that are then due and payable (including all interest accrued thereon after the commencement of any insolvency or liquidation proceeding at the rate, including any applicable post-default rate, specified in the Priority Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Priority Lien Document) of all outstanding letters of credit constituting Priority Lien Debt);

FOURTH, to the payment of all amounts payable under the indenture and the Note Documents on account of the collateral agent’s fees and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the collateral agent or any co-trustee or agent of the collateral agent in connection with any security document;

FIFTH, to the collateral agent for application to the payment of all outstanding Parity Lien Debt and any other Parity Lien Obligations that are then due and payable in such order as may be provided in the indenture and the Note Documents in an amount sufficient to pay in full in cash all outstanding Parity Lien Debt and all other Parity Lien Obligations that are then due and payable (including, to the extent legally permitted, all interest accrued thereon after the commencement of any insolvency or liquidation proceeding at the rate, including any applicable post-default rate, specified in the indenture and the Note Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Parity Lien Document) of all outstanding letters of credit, if any, constituting Parity Lien Debt); and

SIXTH, any surplus remaining after the payment in full in cash of the amounts described in the preceding clauses will be paid to the Company or the Guarantors, as the case may be, its successors or assigns, or as a court of competent jurisdiction may direct.

Distributions by the Collateral Agent

Notwithstanding the preceding paragraph, if, following the Discharge of Priority Lien Obligations, any Collateral is sold or otherwise realized upon by the collateral agent in connection with any foreclosure, collection or other enforcement of Liens granted to the collateral agent in the security documents, the proceeds received by the collateral agent from such foreclosure, collection or other enforcement will be distributed by the collateral agent in the following order of application:

FIRST, to the payment of all amounts payable under the indenture and the Note Documents on account of the collateral agent’s fees and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the collateral agent or any co-trustee or agent of the collateral agent in connection with any security document; and

SECOND, in accordance with clauses FIFTH and SIXTH of the provisions described above under the caption “—Distributions by the Priority Lien Collateral Agent.”

If the collateral agent or any holder of a Parity Lien Obligation collects or receives any proceeds of such foreclosure, collection or other enforcement that should have been applied to the payment of the Priority Lien Obligations in accordance with the paragraph above, whether after the commencement of an insolvency or liquidation proceeding or otherwise, the collateral agent or such holder of a Parity Lien Obligation, as the case may be, will forthwith deliver the same to the Priority Lien Collateral Agent, for the account of the holders of the Priority Lien Obligations and other Obligations secured by a Permitted Prior Lien, to be applied in accordance with the provisions set forth above under this caption “—Order of Application.” Until so delivered, such proceeds will be held by the collateral agent or that holder of a Parity Lien Obligation, as the case may be, for the benefit of the holders of the Priority Lien Obligations and other Obligations secured by a Permitted Prior Lien.

The provisions set forth above under this caption “—Order of Application” are intended for the benefit of, and will be enforceable as a third party beneficiary by, each present and future holder of Secured Obligations, each present and future Secured Debt Representative, the Priority Lien Collateral Agent as holder of Priority Liens and the collateral agent as holder of Parity Liens. Any future Secured Debt Representative will be required to deliver a Lien Sharing and Priority Confirmation to the Priority Lien Collateral Agent, the collateral agent and each other Secured Debt Representative at the time of incurrence of such Series of Secured Debt.

Release of Liens on Collateral

The intercreditor agreement provides that the Parity Liens on the Collateral will automatically be released:

(1)

in whole, upon payment in full and discharge of all outstanding Parity Lien Debt and all other Parity Lien Obligations that are outstanding, due and payable at the time all of the Parity Lien Debt is paid in full and discharged;

(2)

as to any Collateral that is sold, transferred or otherwise disposed of by the Company or any Guarantor to a Person that is not (either before or after such sale, transfer or disposition) the Company or a Guarantor in a transaction or other circumstance that complies with the “Asset Sale” provisions of the indenture and is permitted by all of the other Secured Debt Documents, at the time of such sale, transfer or other disposition or to the extent of the interest sold, transferred or otherwise disposed of; provided that the collateral agent’s Liens upon the Collateral will not be released if the sale or disposition is subject to the covenant described below under the caption “—Certain Covenants— Merger, Consolidation or Sale of Assets;”

(3)

as to any Collateral that is sold, transferred or otherwise disposed of by the Priority Lien Collateral Agent in foreclosure of the Priority Liens on such Collateral in compliance with the laws applicable to such foreclosure; provided¸ that the rights of the collateral agent to (a) redeem such Collateral in accordance with applicable law; (b) to claim, take and receive proceeds of the foreclosure sale of such Collateral remaining after the Discharge of Priority Lien Obligations in accordance with applicable law; and (c) enforce the provisions described above under the caption “—Distributions by Priority Lien Collateral Agent” will not be affected or impaired by such release; and

(4)

as to all or substantially all of the Collateral, if (a) consent to the release of that Collateral has been given by the requisite percentage or number of holders of the Parity Lien Obligations at the time outstanding as provided for in the indenture and the security documents, and (b) the Company has delivered an officers’ certificate to the Priority Lien Collateral Agent and the collateral agent certifying that all such necessary consents have been obtained.

The collateral agent will execute and deliver such documents and instruments as the Company and the Guarantors may reasonably request to evidence such release without the consent of the holders of the Parity Lien Obligations.

The security documents provide that the Liens securing the Secured Debt will extend to the proceeds of any sale of Collateral. As a result, the collateral agent’s Liens will apply to the proceeds of any such Collateral received in connection with any sale or other disposition of assets described in the preceding paragraph.

Release of Liens in Respect of Notes

The indenture provides that the collateral agent’s Parity Liens upon the Collateral, and the right of the holders of the notes and such Obligations to the benefits and proceeds of the collateral agent’s Parity Liens on the Collateral, will automatically terminate and be discharged and released:

(1)

upon satisfaction and discharge of the indenture as set forth under the caption “—Satisfaction and Discharge;”

(2)

upon a Legal Defeasance or Covenant Defeasance of the notes as set forth under the caption “—Legal Defeasance and Covenant Defeasance;”

(3)

upon payment in full and discharge of all notes outstanding under the indenture and all Obligations that are outstanding, due and payable under the indenture at the time the notes are paid in full and discharged; or

(4)

in whole or in part, with the consent of the holders of the requisite percentage of notes in accordance with the provisions described below under the caption “—Amendment, Supplement and Waiver.”

Amendment of Intercreditor Agreement

The intercreditor agreement provides that no amendment, modification, supplement or waiver to the provisions of the intercreditor agreement will be effective without the prior written approval of the Priority Lien Collateral Agent acting as directed by the holders of a majority in aggregate principal amount of outstanding Priority Lien Debt and the collateral agent acting as directed by the holders of a majority in aggregate principal amount of all Parity Lien Debt then outstanding.

The intercreditor agreement does not restrict the ability of the Company, any other Guarantor or the collateral agent to amend or supplement any security document. The Parity Lien Documents may be amended or supplemented as set forth under “—Provisions of the Indenture Relating to Security—Amendment of Security Documents.”

Voting

In connection with any matter under the intercreditor agreement requiring a vote of holders of Secured Debt, each Series of Secured Debt will cast its votes in accordance with the Secured Debt Documents governing such Series of Secured Debt. The amount of Secured Debt to be voted by a Series of Secured Debt will equal (1) the aggregate principal amount of Secured Debt held by such Series of Secured Debt (including outstanding letters of credit whether or not then available or drawn), plus (2) other than in connection with an exercise of remedies, the aggregate unfunded commitments to extend credit which, when funded, would constitute Indebtedness of such Series of Secured Debt. Following and in accordance with the outcome of the applicable vote under its Secured Debt Documents, the Secured Debt Representative of each Series of Secured Debt will vote the total amount of Secured Debt under that Series as a block in respect of any vote under the intercreditor agreement.

Purchase Option

Notwithstanding anything in the intercreditor agreement to the contrary, on or after (i) the occurrence and during the continuance of an event of default under and as defined in any Priority Lien Debt, including the Credit Agreement, or (ii) either the acceleration of the Priority Lien Obligations or the determination of the Priority Lien Collateral Agent or requisite holders of Priority Lien Debt to foreclose or take any similar action to realize upon the Collateral, each of the holders of Parity Lien Debt and each of their respective designated affiliates (the “purchasers”) will have the right, at their sole option and election (but will not be obligated), at any time upon prior written notice by the collateral agent to the Priority Lien Collateral Agent, to purchase from the holders of the Priority Lien Obligations all Priority Lien Obligations (including unfunded commitments) that are outstanding on the date of such purchase. Promptly following the receipt of such notice, the Priority Lien Collateral Agent will deliver to the collateral agent a statement of the amount of Priority Lien Debt and other Priority Lien Obligations then outstanding) and the amount of the cash collateral requested by the Priority Lien Collateral Agent to be delivered to the Priority Lien Collateral Agent pursuant to clause (2) of the immediately following paragraph. The right to purchase provided for in this paragraph will expire unless, within 10 business days after the receipt by the collateral agent of such notice from the Priority Lien Collateral Agent, the collateral agent delivers to the Priority Lien Collateral Agent an irrevocable commitment of the purchasers to complete the purchase on the terms set forth under this provision.

On the date specified by the collateral agent (on behalf of the purchasers) in such irrevocable commitment (which shall not be less than five business days, nor more than 20 days, after the receipt by the Priority Lien Collateral Agent of such irrevocable commitment), the holders of the Priority Lien Obligations shall sell to the purchasers all (but not less than all) Priority Lien Obligations (including unfunded commitments) that are outstanding on the date of such sale, subject to any required approval of any court or other regulatory or governmental authority then in effect, if any, and only if on the date of such sale, the Priority Lien Collateral Agent receives the following:

(1)

payment, as the purchase price for all Priority Lien Obligations sold in such sale, of an amount equal to the full amount of all Priority Lien Obligations (other than outstanding letters of credit) then outstanding (including principal, interest, fees, reasonable attorneys’ fees and legal expenses);

(2)

a cash collateral deposit in such amount as the Priority Lien Collateral Agent determines is reasonably necessary to secure the payment of any outstanding letters of credit constituting Priority Lien Debt that may become due and payable after such sale (but not in any event in an amount greater than one hundred five (105%) percent of the amount then reasonably estimated by the Priority Lien Collateral Agent to be the aggregate outstanding amount of such letters of credit at such time), which cash collateral shall be (A) held by the Priority Lien Collateral Agent as security solely to reimburse the issuers of such letters of credit that become due and payable after such sale and any fees and expenses incurred in connection with such letters of credit and (B) returned to the collateral agent (except as may otherwise be required by applicable law or any order of any court or other governmental authority) promptly after the expiration or termination from time to time of all payment contingencies affecting such letters of credit; and

(3)

any agreements, documents or instruments which the Priority Lien Collateral Agent may reasonably request pursuant to which the collateral agent and the purchasers in such sale expressly assume and adopt all of the obligations of the Priority Lien Collateral Agent and the holders of the Priority Lien Obligations under the Priority Lien Security Documents on and after the date of the purchase and sale and the collateral agent (or any other representative appointed by the holders of a majority in aggregate principal amount of all Parity Lien Debt then outstanding) becomes a successor agent thereunder.

Such purchase of the Priority Lien Obligations shall be made on a pro rata basis among the holders of the Parity Lien Debt (and their respective designated affiliates) giving notice to the collateral agent of their interest to exercise the purchase option hereunder according to such holder’s portion of the Parity Lien Debt outstanding on the date of purchase. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Priority Lien Collateral Agent as the Priority Lien Collateral Agent may designate in writing to the collateral agent for such purpose. Interest shall be calculated to but excluding the business day on which such sale occurs if the amounts so paid by the collateral agent and holders of the Parity Lien Obligations to the bank account designated by Priority Lien Collateral Agent are received in such bank account prior to 12:00 p.m., New York City time, and interest shall be calculated to and including such business day if the amounts so paid by the collateral agent and holders of the Parity Lien Obligations to the bank account designated by the Priority Lien Collateral Agent are received in such bank account later than 12:00 p.m., New York City time.

Such sale shall be expressly made without representation or warranty of any kind by the Priority Lien Collateral Agent and the holders of Priority Lien Obligations as to the Priority Lien Obligations, the Collateral or otherwise and without recourse to the Priority Lien Collateral Agent and the holders of Priority Lien Obligations, except that the Priority Lien Collateral Agent and the holders of Priority Lien Obligations shall represent and warrant severally as to the Priority Lien Obligations then owing to it: (i) the amount of the Priority Lien Obligations being purchased as reflected in the books and records of the Priority Lien Collateral Agent or such holders of Priority Lien Obligations (but without representation or warranty as to the collectability, validity or enforceability thereof); (ii) that the Priority Lien Collateral Agent and such holders of the Priority Lien Obligations own the Priority Lien Obligations and are transferring the Priority Lien Obligations free and clear of any liens or encumbrances; and (iii) the Priority Lien Collateral Agent and such holders of the Priority Lien Obligations have the right to assign the Priority Lien Obligations and the assignment is duly authorized.

After such sale becomes effective, the outstanding letters of credit will remain enforceable by the issuers thereof and will remain secured by the Priority Liens upon the Collateral in accordance with the applicable provisions of the Priority Lien Documents as in effect at the time of such sale, and the holders of letters of credit will remain entitled to the benefit of the Priority Liens upon the Collateral and sharing rights in the proceeds thereof in accordance with the provisions of the Priority Lien Documents as in effect at the time of such sale, as fully as if the sale of the Priority Lien Debt had not been made, but only the person or successor agent to whom the Priority Liens are transferred in such sale will have the right to foreclose upon or otherwise enforce the Priority Liens and only the purchasers in the sale will have the right to direct such person or successor as to matters relating to the foreclosure or other enforcement of the Priority Liens.

Bailee for Perfection

Solely for purposes of perfecting the Parity Liens of the collateral agent in any portion of the Collateral in the possession of the Priority Lien Collateral Agent (or its agents or bailees) as part of the collateral securing the Priority Lien Obligations including, without limitation, any instruments, goods, negotiable documents, tangible chattel paper, certificated securities or money, the intercreditor agreement will provide that the Priority Lien Collateral Agent and the Priority Lien Representatives acknowledge that the Priority Lien Collateral Agent also holds that property as bailee for the benefit of the collateral agent for the benefit of the holders of Parity Lien Obligations.

Delivery of Collateral and Proceeds of Collateral

Following the Discharge of Priority Lien Obligations, the Priority Lien Collateral Agent will, to the extent permitted by applicable law, deliver to (1) the collateral agent, or (2) such other person as a court of competent jurisdiction may otherwise direct, (a) any Collateral held by, or on behalf of, the Priority Lien Collateral Agent or any holder of Priority Lien Obligations, and (b) all proceeds of Collateral held by, or on behalf of, the Priority Lien Collateral Agent or any holder of Priority Lien Obligations, whether arising out of an action taken to enforce, collect or realize upon any Collateral or otherwise. Such Collateral and such proceeds will be delivered without recourse and without any representation or warranty whatsoever as to the enforceability, perfection, priority or sufficiency of any Lien securing or guarantee or other supporting obligation for any Priority Lien Debt or Parity Lien Debt, together with any necessary endorsements or as a court of competent jurisdiction may otherwise direct.

Provisions of the Indenture Relating to Security

Nothing in the Note Documents will:

(1)

impair, as between the Company and the holders of the notes, the obligation of the Company to pay principal of, premium and interest and Liquidated Damages, if any, on the notes in accordance with their terms or any other obligation of the Company or any Guarantor;

(2)

affect the relative rights of holders of notes as against any other creditors of the Company or any Guarantor (other than holders of Priority Liens, Permitted Prior Liens or other Parity Liens);

(3)

restrict the right of any holder of notes to sue for payments that are then due and owing (but not enforce any judgment in respect thereof against any Collateral to the extent specifically prohibited by the provisions described above under the captions “—Intercreditor Agreement—Restrictions on Enforcement of Parity Liens” or “—Intercreditor Agreement—Insolvency and Liquidation Proceedings”);

(4)

restrict or prevent any holder of Parity Lien Obligations or the collateral agent from exercising any of its rights or remedies upon a Default or Event of Default not specifically restricted or prohibited by (a) “—Intercreditor Agreement—Restrictions on Enforcement of Parity Liens” or (b) “—Intercreditor Agreement—Insolvency and Liquidation Proceedings;” or

(5)

restrict or prevent any holder of Parity Lien Obligations, the collateral agent or any Parity Lien Representative from taking any lawful action in an insolvency or liquidation proceeding not specifically restricted or prohibited by (a) “—Intercreditor Agreement—Restrictions on Enforcement of Parity Liens” or (b) “—Intercreditor Agreement—Insolvency and Liquidation Proceedings.”

Amendment of Security Documents

The security documents provide that no amendment or supplement to the provisions of any security document will be effective without the approval of the collateral agent acting as directed by the holders of a majority in aggregate principal amount of all Parity Lien Debt then outstanding, except that:

(1)

any amendment or supplement that has the effect solely of adding or maintaining Collateral, securing additional Parity Lien Debt that was otherwise permitted by the terms of the indenture and the Note Documents to be secured by the Collateral or preserving, perfecting or establishing the priority of the Liens thereon or the rights of the collateral agent therein will become effective when executed and delivered by the Company or any other Guarantor party thereto and the collateral agent;

(2)

no amendment or supplement that reduces, impairs or adversely affects the right of any holder of Parity Lien Obligations:

(a)

to vote its outstanding Parity Lien Debt as to any matter described as subject to direction by the holders of a majority in aggregate principal amount of all Parity Lien Debt then outstanding,

(b)

to share in the order of application described above under “—Order of Application” in the proceeds of enforcement of or realization on any Collateral, or

(c)

to require that Parity Liens be released only as set forth in the provisions described above under the caption “—Release of Liens on Collateral,”

will become effective without the consent of the requisite percentage or number of holders of the Parity Lien Debt so affected under the indenture and the security documents; and

(3)

no amendment or supplement that imposes any obligation upon the collateral agent or adversely affects the rights of the collateral agent in its individual capacity as such will become effective without the consent of the collateral agent.

Any amendment or supplement to the provisions of the security documents that releases Collateral will be effective only in accordance with the requirements set forth in the applicable Parity Lien Document referenced above under the caption “—Release of Liens on Collateral.” Any amendment or supplement that results in the collateral agent’s Liens upon the Collateral no longer securing the notes and the other Obligations under the indenture may only be effected in accordance with the provisions described above under the caption “—Release of Liens in Respect of Notes.”

Compliance with Trust Indenture Act

The indenture provides that the Company will comply with the provisions of TIA §314.

To the extent applicable, the Company will cause TIA §313(b), relating to reports, and TIA §314(d), relating to the release of property or securities subject to the Lien of the security documents, to be complied with. Any certificate or opinion required by TIA §314(d) may be made by an officer of the Company except in cases where TIA §314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the trustee. Notwithstanding anything to the contrary in this paragraph, the Company will not be required to comply with all or any portion of TIA §314(d) if it determines, in good faith based on advice of counsel, that under the terms of TIA §314(d) and/or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of TIA §314(d) is inapplicable to one or a series of released Collateral.

Further Assurances; Insurance

The indenture and the security documents provide that the Company and each of the Guarantors will do or cause to be done all acts and things that may be required, or that the collateral agent from time to time may reasonably request, to assure and confirm that the collateral agent holds, for the benefit of the holders of Parity Lien Obligations, duly created and enforceable and perfected Parity Liens upon the Collateral (including any property or assets that are acquired or otherwise become Collateral after the notes are issued), in each case, as contemplated by, and with the Lien priority required under, the indenture and the Note Documents.

Upon the reasonable request of the collateral agent or any Parity Lien Representative at any time and from time to time, the Company and each of the Guarantors will promptly execute, acknowledge and deliver such security documents, instruments, certificates, notices and other documents, and take such other actions as shall be reasonably required, or that the collateral agent may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the indenture and the Note Documents for the benefit of the holders of Parity Lien Obligations.

The Company and the Guarantors will:

(1)

keep their properties adequately insured at all times by financially sound and reputable insurers, as is customary with companies in the same or similar businesses operating in the same or similar locations;

(2)

maintain such other insurance, to such extent and against such risks (and with such deductibles, retentions and exclusions), including fire and other risks insured against by extended coverage and coverage for acts of terrorism, as is customary with companies in the same or similar businesses operating in the same or similar locations, including public liability insurance against claims for personal injury or death or property damage occurring upon, in, about or in connection with the use of any properties owned, occupied or controlled by them;

(3)

maintain such other insurance as may be required by law; and

(4)

maintain title insurance on all real property Collateral insuring the collateral agent’s Parity Lien on that property, subject only to Permitted Liens and other exceptions to title approved by the collateral agent;

provided that title insurance need only be maintained on any particular parcel of real property having a Fair Market Value of less than $1.0 million if and to the extent title insurance is maintained in respect of Priority Liens on that property.

Upon the request of the collateral agent, the Company and the Guarantors will furnish to the collateral agent no more than once each fiscal year full information as to their property and liability insurance carriers. Holders of Parity Lien Obligations, as a class, will be named as additional insureds, with a waiver of subrogation, on all insurance policies of the Company and the Guarantors and the collateral agent will be named as loss payee, with 30 days’ notice of cancellation or material change, on all property and casualty insurance policies of the Company and the Guarantors.

At any time prior to March 1, 2011, the Company may on any one or more occasions redeem up to (i) 35% of the aggregate principal amount of notes originally issued under the indenture and (ii) all or a portion of any additional notes issued after the date of the indenture, in each case at a redemption price of 111.750% of the principal amount, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of a sale of Equity Interests (other than Disqualified Stock) of the Company or a contribution to the Company’s or Restricted Subsidiary’s (if any) common equity capital made with the net cash proceeds of an offering of Equity Interests of any other direct or indirect parent of the Company; provided that:

(1)

at least 65% of the aggregate principal amount of notes originally issued under the indenture (excluding notes held by the Company and its Subsidiaries (if any)) remains outstanding immediately after the occurrence of such redemption; and

(2)

the redemption occurs within 120 days of the date of the closing of such sale of Equity Interests.

Except pursuant to the preceding paragraph, the notes will not be redeemable at the Company’s option prior to March 1, 2011.

On or after March 1, 2011, the Company may redeem all or a part of the notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the notes redeemed, to the applicable redemption date, if redeemed during the periods indicated below, subject to the rights of holders of notes on the relevant record date to receive interest on an interest payment date that is prior to the applicable redemption date:

Year	Percentage

On or after March 1, 2011 and prior to September 1, 2012		105.875	%
On or after September 1, 2011 and prior to March 1, 2012		102.938	%
On or after March 1, 2012 and thereafter		100.000	%

Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the notes or portions thereof called for redemption on the applicable redemption date.

Mandatory Redemption

The Company is not required to make mandatory redemption or sinking fund payments with respect to the notes.

Repurchase at the Option of Holders

If a Change of Control occurs, each holder of notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s notes pursuant to a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, the Company will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, on the notes repurchased, to the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on an interest payment date that is prior to the purchase date. Within ten days following any Change of Control, the Company will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the indenture by virtue of such compliance.

On the Change of Control Payment Date, the Company will, to the extent lawful:

(1)

accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;

(2)

deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and

(3)

deliver or cause to be delivered to the trustee the notes properly accepted together with an officers’ certificate stating the aggregate principal amount of notes or portions of notes being purchased by the Company.

The paying agent will promptly mail to each holder of notes properly tendered the Change of Control Payment for such notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the holders of the notes to require that the Company repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

The Credit Agreement may prohibit the Company from purchasing any notes, and also provides that certain change of control events with respect to the Company would constitute a default under the Credit Agreement. Any future agreements relating to Indebtedness to which the Company becomes a party, including any Credit Facility, may contain similar restrictions and provisions. In the event a Change of Control occurs at a time when the Company is prohibited from purchasing notes under such agreements, the Company has undertaken to seek the consent to the purchase of notes or to refinance the borrowings that contain such prohibition. If the Company does not obtain such a consent or repay such borrowings, the Company will remain prohibited from purchasing notes. In such case, the Company’s failure to purchase tendered notes would constitute an Event of Default under the Indenture which would, in turn, constitute a default under the Credit Agreement.

The Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by the Company and purchases all notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to the indenture as described above under the caption “—Optional Redemption,” unless and until there is a default in payment of the applicable redemption price.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of the Company and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require the Company to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Subsidiaries taken as a whole to another Person or group may be uncertain.

The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)

the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2)

at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this clause (2), each of the following will be deemed to be cash:

(a)

any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability;

(b)

any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 120 days after such Asset Sale, to the extent of the cash received in that conversion; and

(c)

any stock or assets of the kind referred to in clauses (2) or (4) of the next paragraph of this covenant and any Permitted Investments.

	Page
Report of Independent Registered Public Accounting Firm	F-2

El Pollo Loco, Inc. Balance Sheets as of December 26, 2007 and December 31, 2008	F-3

El Pollo Loco, Inc. Statements of Operations for Years Ended December 27, 2006, December 26, 2007 and December 31, 2008	F-4

El Pollo Loco, Inc. Statements of Stockholders' Equity for Years Ended December 27, 2006, December 26, 2007 and December 31, 2008	F-5

El Pollo Loco, Inc. Statements of Cash Flows for Years Ended December 27, 2006, December 26, 2007 and December 31, 2008	F-6

Notes to El Pollo Loco, Inc. Financial Statements	F-7

Unaudited El Pollo Loco, Inc. Balance Sheets as of December, 31, 2008 and June 30, 2009	F-24

Unaudited El Pollo Loco, Inc. Statements of Operations for the 26 Weeks Ended June 30, 2008 and 2009	F-25

Unaudited El Pollo Loco, Inc. Statements of Cash Flows for the 26 Weeks Ended June 30, 2008 and 2009	F-26

Notes to Unaudited El Pollo Loco, Inc. Financial Statements	F-27

	As of December 26, 2007		As of December 31, 2008
Assets
Current Assets:
Cash and cash equivalents	$	3,833	$	926
Notes and accounts receivable-net		3,631		4,472
Inventories		1,778		1,756
Prepaid expenses and other current assets		3,675		4,635
Income taxes receivable		–		43
Deferred income taxes		2,357		1,740
Total current assets	$	15,274	$	13,572
Property Owned –Net	$	82,217	$	84,321
Property Held Under Capital Leases—Net		1,105		732

Goodwill—Net		276,911		252,418
Domestic Trademarks—Net		120,700		103,100
Other Intangible Assets—Net		10,607		9,157
Other Assets		9,096		5,984
Total Assets	$	515,910	$	469,284
Liabilities and Stockholder's Equity
Current Liabilities:
Revolving credit facility	$	2,500	$	5,000
Current portion of note payable		1,035		5,889
Current portion of senior secured notes		-		250
Current portion of obligations under capital leases		1,241		601
Accounts payable		13,147		12,438
Accrued salaries		3,725		3,410
Accrued vacation		1,936		2,075
Accrued insurance		1,412		1,723
Accrued income taxes payable		102		–
Accrued interest		1,917		1,641
Accrued advertising		180		380
Other accrued expenses and current liabilities		8,383		9,350
Total current liabilities	$	35,578	$	42,757
Noncurrent Liabilities:
Senior secured notes	$	250	$	–
Senior unsecured notes		123,843		108,163
Note payable—less current portion		100,418		93,464
Obligations under capital leases—less current portion		2,706		2,104
Deferred income taxes		45,273		34,011
Other intangible liabilities		6,047		4,883
Other noncurrent liabilities		9,371		12,832
Total noncurrent liabilities	$	287,908	$	255,457
Commitments and contingencies:
Stockholder's equity:
Common stock, $.01 par value—20,000 shares authorized; 100 shares issued and outstanding		–		–
Additional paid-in-capital		191,302		207,052
Retained earnings (accumulated deficit)		1,122		(35,982	)
Total stockholder's equity		192,424		171,070
Total	$	515,910	$	469,284

	Common Shares		Amount		Additional Paid-in Capital			Retained Earnings (Accumulated Deficit)			Total
Balance, December 28, 2005		100		–	$	187,285		$	(150	)	$	187,135

Stock-based compensation						358						358
Tax benefit from exercise / cancellation of stock options						50						50
Repurchase of common stock						(22	)					(22	)
Net income				–		–			3,255			3,255

Balance, December 27, 2006		100		–	$	187,671		$	3,105		$	190,776

Stock-based compensation						754						754
Tax benefit from exercise / cancellation of stock options						(69	)					(69	)
Repurchase of common stock						(54	)					(54	)
Capital contribution						3,000						3,000
Net loss				–		–			(1,983	)		(1,983	)

Balance, December 26, 2007		100		–	$	191,302		$	1,122		$	194,424

Stock-based compensation						768						768
Repurchase of common stock						(78	)					(78	)
Tax benefit from exercise / cancellation of stock options						68						68
Proceeds from issuance of common stock						50						50
Capital contribution						14,942						14,942
Net loss						–			(37,104	)		(37,104	)

Balance, December 31, 2008		100		–	$	207,052		$	(35,982	)	$	171,070

	Fiscal Years Ended
	December 27, 2006			December 26, 2007			December 31, 2008
Cash Flows From Operating Activities:
Net income (loss)	$	3,255		$	(1,983	)	$	(37,104	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		10,333			11,947			13,007
Stock-based compensation expense		358			754			768
Interest accretion		221			197			250
(Gain) loss on disposal of assets		4			2,558			(538	)
Gain on repurchase of bonds		–			–			(1,755	)
Asset impairment		–			–			1,919
Goodwill and domestic trademarks impairment		–			–			42,093
Amortization of deferred financing costs		1,291			1,317			1,298
Amortization of favorable / unfavorable leases		(344	)		(469	)		(172	)
Deferred income taxes		2,951			2,539			(10,645	)
Excess tax benefits related to exercise / cancellation of stock options		–			(69	)		(68	)
Litigation settlement		–			–			10,942
Change in fair value of interest rate swap		–			–			2,049
Changes in operating assets and liabilities:
Notes and accounts receivable—net		(566	)		(67	)		(841	)
Inventories		(188	)		(218	)		22
Prepaid expenses and other current assets		(635	)		149			(960	)
Income taxes receivable / payable		1,072			170			(145	)
Other assets		415			(230	)		1,240
Accounts payable		(640	)		3,026			(173	)
Accrued salaries and vacation		(413	)		162			(176	)
Accrued insurance		330			(2,457	)		311
Other accrued expenses and current and noncurrent liabilities		3,299			5,803			2,371
Net cash provided by operating activities	$	20,743		$	23,129		$	23,693
Cash Flow From Investing Activities:
Proceeds from asset disposition	$	2		$	8,035		$	1,080
Purchase of franchise restaurants		–			(8,358	)		–
Purchase of property		(14,022	)		(20,747	)		(17,455	)
Payment of acquisition costs		(5,073	)		–			–
Net cash used in investing activities	$	(19,093	)	$	(21,070	)	$	(16,375	)
Cash Flows from Financing Activities:
Proceeds from issuance of common stock	$	50		$	–		$	50
Repurchase of common stock		(22	)		(54	)		(78	)
Excess tax benefits related to exercise / cancellation of stock options		–			69			68
Capital contribution		–			3,000			4,000
Proceeds from borrowings		6,500			17,000			9,000
Payment of obligations under capital leases		(1,219	)		(1,252	)		(1,044	)
Payments on debt		(7,059	)		(19,763	)		(8,600	)
Repurchase of notes		–			–			(13,621	)
Deferred financing costs		(497	)		(173	)		–
Net cash used in financing activities	$	(2,247	)	$	(1,173	)	$	(10,225	)
Increase (Decrease) in Cash and Cash Equivalents	$	(597	)	$	886		$	(2,907	)
Cash and Cash Equivalents
Beginning of period		3,544			2,947			3,833
Cash and Cash Equivalents
End of period	$	2,947		$	3,833		$	926
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for:
Interest (net of amounts capitalized)	$	24,401		$	25,025		$	21,624
Income taxes	$	125		$	38		$	165
Supplemental Schedule of Non-Cash Activities:
Unpaid purchases of property and equipment	$	1,027		$	1,358		$	822
Litigation settlement paid by Chicken Acquisition Corp. on behalf of the Company, treated as a capital contribution	$	–		$	–		$	10,942

	Buildings		20 years

	Land improvements		3-30 years

	Building improvements		3-10 years

	Restaurant equipment		3-10 years

	Other equipment		2-10 years

	Leasehold improvements		Estimated useful life limited by the lease term

Franchise network	17.5 years
Favorable leasehold interests	1 to 18 years (remaining lease term)
Unfavorable leasehold interests	1 to 20 years (remaining lease term)

	December 26, 2007		December 31, 2008
Prepaid rent	$	1,511	$	1,573
Other		2,164		3,062
	$	3,675	$	4,635

	December 26, 2007			December 31, 2008
Property owned:
Land	$	12,771		$	12,453
Buildings and improvements		55,091			63,946
Other property and equipment		30,353			34,660
Construction in progress		3,317			3,415
Total		101,532			114,474
Accumulated depreciation and amortization		(19,315	)		(30,153	)
Property owned—net	$	82,217		$	84,321
Property held under capital leases	$	2,186		$	2,015
Accumulated amortization		(1,081	)		(1,283	)
Property held under capital leases—net	$	1,105		$	732

	December 26, 2007			December 31, 2008
Beginning balance	$	277,514		$	276,911
Purchase of franchise restaurants		8,213			—
Sale of franchise restaurants		(8,816	)		—
Goodwill impairment loss		—			(24,493	)
Ending balance	$	276,911		$	252,418

	December 26, 2007			December 31, 2008
Franchise network—net	$	7,032		$	6,575
Favorable leasehold interest—net		3,575			2,582
O Other intangible assets—net	$	10,607		$	9,157
Unfavorable leasehold interest liability—net	$	(6,047	)	$	(4,883	)

	December 26, 2007		December 31, 2008
Deferred financing costs – net	$	6,824	$	4,973
Other		2,272		1,011
	$	9,096	$	5,984

	Capital Leases					Operating Leases
Year Ending December 31	Minimum Lease Payments			Minimum Sublease Rentals		Minimum Lease Payments		Minimum Sublease Rentals
2009	$	948			490		18,614		2,013
2010		627			225		18,662		1,656
2011		457			115		18,514		1,438
2012		436			115		18,328		1,181
2013		417			115		17,940		762
Subsequent years		1,615			286		128,847		969
Total	$	4,500		$	1,346	$	220,905	$	8,019
Less imputed interest	$	(1,795	)
Present value of capital lease obligations		2,705
Less current maturities		(601	)
Noncurrent portion	$	2,104

	Years Ended
	December 27, 2006			December 26, 2007			December 31, 2008
Base rent	$	15,969		$	17,246		$	18,159
Contingent rent		518			630			683
Less sublease income		(4,221	)		(4,316	)		(4,155	)
Net rent expense	$	12,266		$	13,560		$	14,687

	December 26, 2007		December 31, 2008
Accrued sales and property taxes	$	2,601	$	3,435
Other		5,782		5,915
	$	8,383	$	9,350

	December 26, 2007		December 31, 2008
Fair value of interest rate swap	$	-	$	2,048
Deferred rent		4,498		6,314
Workers’ compensation reserve		2,378		2,674
Other		2,495		1,796
	$	9,371	$	12,832

	December 26,			December 31,
	2007			2008
Negative leasehold liability	$	3,706		$	3,566
Capital leases		1,242			845
Accrued vacation		683			727
Accrued bonus		798			—
Deferred rent		1,597			2,121
Accrued workers’ compensation		1,448			1,516
Enterprise zone and other credits		525			505
State taxes		—			17
Net operating losses		526			5,601
Interest expense		—			880
Other		4,804			4,147
Deferred income tax assets		15,329			19,925
Other identifiable intangibles		(51,261	)		(44,045	)
Prepaid expense		—			(1,353	)
Basis difference in fixed assets		(2,393	)		(4,223	)
Other		(4,591	)		(2,575	)
Deferred income tax liabilities		(58,245	)		(52,196	)
Net deferred income tax liability	$	(42,916	)	$	(32,271	)

Balance at December 27, 2006	$	—
Additions based on tax positions related to the current year		2,098,000
Balance at December 26, 2007	$	2,098,000
Gross Decreases - tax positions in prior period		(1,356,000)
Balance at December 31, 2008	$	742,000

Predecessor	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (in Years)		Aggregate Intrinsic Value

Outstanding—December 28, 2005		277,608		$	63.53
Grants (weighted-average fair value of $45.86 per share)		32,153		$	96.48
Exercised		(295	)	$	10.80
Canceled		(6,694	)	$	86.43
Outstanding—December 27, 2006		302,772		$	66.58
Grants (weighted-average fair value of $49.95 per share)		22,246		$	113.29
Exercised		(709	)	$	10.39
Canceled		(20,022	)	$	88.93
Outstanding—December 26, 2007		304,287		$	68.65		7.0		13,044
Grants (weighted-average fair value of $42.14 per share)		4,449		$	109.07
Exercised		(1,180	)	$	20.60
Canceled		-
Outstanding—December 31, 2008		307,556		$	69.42		6.1		194
Vested and expected to vest in the future - December 31, 2008		303,803		$	69.42		6.1		191
Exercisable - December 31, 2008		79,650		$	8.55		2.8		4,898

Range of Exercise Prices		Number Outstanding		Weighted- Average Remaining Contractual Life (in Years)		Weighted- Average Exercise Price		Number Exercisable		Weighted- Average Exercise Price
$	2.98	$	17,694		1.1	$	2.98	$	17,694	$	2.98
$	7.56		24,026		2.3	$	7.56		24,026	$	7.56
$	9.68-$11.77		32,365		3.7	$	10.68		32,365	$	10.68
$	15.48-$20.60		5,565		5.9	$	18.17		5,565	$	18.17
$	86.43		189,059		7.0	$	86.43		—	$	—
$	108.84-$117.75		38,847		8.3	$	111.44		—	$	—
		$	307,556		6.1	$	69.42	$	79,650	$	8.55

	As of December 31, 2008			As of June 30, 2009
Assets
Current Assets:
Cash and cash equivalents	$	926		$	10,444
Restricted Cash		–			6,723
Notes and accounts receivable-net		4,473			5,556
Inventories		1,756			1,679
Prepaid expenses and other current assets		4,634			5,210
Income taxes receivable		43			81
Deferred income taxes		1,740			–
Total current assets	$	13,572		$	29,693
Property Owned –Net	$	84,321		$	80,781
Property Held Under Capital Leases—Net	$	732		$	620

Goodwill—Net	$	252,418		$	252,418
Domestic Trademarks—Net		103,100			103,100
Other Intangible Assets—Net		9,157			8,565
Other Assets		5,984			13,026
Total Assets	$	469,284		$	488,203
Liabilities and Stockholder's Equity
Current Liabilities:
Revolving credit facility	$	5,000		$	–
Current portion of note payable		5,889			–
Current portion of senior secured notes		250			–
Current portion of obligations under capital leases		601			467
Accounts payable		12,438			16,237
Accrued salaries		3,410			3,938
Accrued vacation		2,075			2,195
Accrued insurance		1,723			1,698
Accrued interest		1,641			3,340
Accrued advertising		380			–
Other accrued expenses and current liabilities		9,350			7,777
Total current liabilities	$	42,757		$	35,652
Noncurrent Liabilities:
Senior secured notes	$	–		$	129,931
Senior unsecured notes		108,163			106,263
Note payable—less current portion		93,464			–
Obligations under capital leases—less current portion		2,104			1,914
Deferred income taxes		34,011			46,634
Other intangible liabilities		4,883			4,431
Other noncurrent liabilities		12,832			11,289
Total noncurrent liabilities	$	255,457		$	300,462
Commitments and contingencies:
Stockholder's equity:
Common stock, $.01 par value—20,000 shares authorized; 100 shares issued and outstanding	$	–		$	–
Additional paid-in-capital		207,052			206,688
Retained earnings		(35,982	)		(54,599	)
Total stockholder's equity	$	171,070		$	152,089
Total	$	469,284		$	488,203

	December 31, 2008									June 30, 2009
	Gross Carrying Amount			Accumulated Amortization			Net Carrying Amount			Gross Carrying Amount			Accumulated Amortization			Net Carrying Amount
Franchise network	$	8,000		$	(1,425	)	$	6,575		$	8,000		$	(1,654	)		$	6,346
Favorable leasehold interest		5,862			(3,280	)		2,582			5,862			(3,643	)			2,219
Other intangible assets	$	13,862		$	(4,705	)	$	9,157		$	13,862		$	(5,297	)		$	8,565
Unfavorable leasehold interest liability	$	(9,156	)	$	4,273		$	(4,883	)	$	(9,156	)	$	4,725			$	(4,431	)

Year Ending December 31
2009 (July 1st – December 31st)	$	115
2010		130
2011		167
2012		182
2013		244
2014		230

	Shares			Weighted- Average Exercise Price		Weighted-Average Remaining Contractual Life (in Years)		Aggregate Intrinsic Value (000’s)
Outstanding—December 31, 2008		307,556		$	69.42
Exercised		(8,977	)	$	-
Canceled		(17,778	)	$	-
Outstanding—June 30, 2009		280,801		$	70.47		5.7	$	-
Vested and expected to vest – June 30, 2009		277,375		$	70.47		5.7	$	-
Exercisable – June 30, 2009		70,673		$	9.26		2.6	$	4,151

(a)	The undersigned registrants hereby undertake:

	(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

		(i)	To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

		(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

		(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

	(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

	(4)	Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

	(5)	The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(6)	The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

	(7)	The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

EL POLLO LOCO, INC.

By:	/s/ Stephen E. Carley
Name:	Stephen E. Carley
Title:	President and Chief Executive Officer


EPL INTERMEDIATE, INC.

By:	/s/ Stephen E. Carley
Name:	Stephen E. Carley
Title:	President and Chief Executive Officer

Signature	Title	Date

/s/ Stephen E. Carley	President (Principal Executive Officer),	October 13, 2009
Stephen E. Carley	Director

/s/ Joseph Stein	Senior Vice President	October 13, 2009
Joseph Stein

/s/ Gary Campanaro	Senior Vice President of Finance,	October 13, 2009
Gary Campanaro	Chief Financial Officer (Principal Financial and Accounting Officer)

/s/ Douglas K. Ammerman	Director	October 13, 2009
Douglas K. Ammerman

Exhibit No.		Description

1.1		Purchase Agreement, dated May 14, 2009, by and among El Pollo Loco, Inc., EPL Intermediate, Inc., as guarantor, and Jefferies & Company, Inc., as initial purchaser (incorporated by reference herein to EPL Intermediate, Inc.’s Current Report on Form 8-K filed on May 26, 2009, File No. 333-115644).

2.1		Stock Purchase Agreement, dated as of September 27, 2005, among Chicken Acquisition Corp., EPL Holdings, Inc., EPL Intermediate, Inc., El Pollo Loco, Inc., the equityholders of EPL Holdings, Inc. listed on a schedule thereto (collectively, the “Sellers”) and American Securities Capital Partners, L.P., as representative of the Sellers (incorporated by reference herein to EPL Intermediate, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 28, 2005, File No. 333-115644).

2.2		Agreement and Plan of Merger, dated November 18, 2005, of EPL Intermediate Finance Corp., to be merged with and into EPL Intermediate, Inc. (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 28, 2005, File No. 333-115644).

2.3		Unit Purchase Agreement, dated December 26, 2007, among EPL Intermediate, Inc., Trimaran Pollo Partners, L.L.C., Chicken Acquisition Corp., El Pollo Loco, Inc., FS Equity Partners V, L.P., FS Affiliates V, L.P., Peter Starrett, and certain members of Trimaran Pollo Partners, L.L.C. (incorporated by reference herein to EPL Intermediate, Inc.’s Current Report on Form 8-K filed on January 2, 2008, File No. 333-115644).

3.1		Certificate of Incorporation of EPL Intermediate, Inc. (incorporated by reference herein to EPL Intermediate, Inc.’s Registration Statement on Form S-4 filed on May 19, 2004, File No. 333-115644).

3.2		Certificate of Designations, Preferences and Rights of 6% Series A Preferred Stock (incorporated by reference herein to EPL Intermediate, Inc.’s Registration Statement on Form S-4 filed on May 19, 2004, File No. 333-115644).

3.3		Amended and Restated Bylaws of EPL Intermediate, Inc. as of October 7, 2008 (incorporated by reference herein to EPL Intermediate, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 24, 2008, File No. 333-115644).

3.4		Certificate of Incorporation of El Pollo Loco, Inc. (incorporated by reference herein to El Pollo Loco, Inc.’s Registration Statement on Form S-4 filed on May 14, 2004, File No. 333-115486).

3.5		Bylaws of El Pollo Loco, Inc. (incorporated by reference herein to El Pollo Loco, Inc.’s Registration Statement on Form S-4 filed on May 14, 2004, File No. 333-115486).

4.1		Indenture relating to the 2014 Notes, dated November 18, 2005, between EPL Intermediate, Inc. (as successor by merger to EPL Intermediate Finance Corp.) and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 28, 2005, File No. 333-115644).

4.2		Form of Note (included as Exhibit A1 and Exhibit A2 to Exhibit 4.1) (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 28, 2005, File No. 333-115644).

4.3		Registration Rights Agreement relating to the 2014 Notes, dated November 18, 2005, among EPL Intermediate, Inc. (as successor by merger to EPL Intermediate Finance Corp.), Merrill Lynch, Pierce, Fenner & Smith Incorporated and Banc of America Securities LLC (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 28, 2005, File No. 333-115644).

4.4		Indenture relating to the 2013 Notes, dated November 18, 2005, among El Pollo Loco, Inc. (as successor by merger to EPL Finance Corp.), EPL Intermediate, Inc. and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 28, 2005, File No. 333-115644).

4.5		Registration Rights Agreement relating to the 2013 Notes, dated November 18, 2005, among El Pollo Loco, Inc. (as successor by merger to EPL Finance Corp.), Merrill Lynch, Pierce, Fenner & Smith Incorporated and Banc of America Securities LLC (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 28, 2005, File No. 333-115644).

4.6		Indenture relating to the 2009 Notes, dated as of December 19, 2003, among El Pollo Loco, Inc., EPL Intermediate, Inc. and The Bank of New York, as Trustee (incorporated by reference herein to El Pollo Loco, Inc.’s Registration Statement on Form S-4, filed on May 14, 2004, File No. 333- 115486).

4.7		Supplemental Indenture relating to the 2009 Notes, dated as of November 2, 2005, between El Pollo Loco, Inc. and The Bank of New York, as Trustee (incorporated by reference herein to El Pollo Loco, Inc.’s Current Report on Form 8-K filed on November 4, 2005, File No. 333-115486).

4.8		Indenture relating to the 2012 Notes, dated as of May 22, 2009, among El Pollo Loco, Inc., EPL Intermediate, Inc., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference herein to EPL Intermediate, Inc.’s Current Report on Form 8-K filed on May 26, 2009, File No. 333-115644).

4.9		Registration Rights Agreement relating to the 2012 Notes, dated as of May 22, 2009, among El Pollo Loco, Inc., EPL Intermediate, Inc., as guarantor, and Jefferies & Company, Inc., as initial purchaser (incorporated by reference herein to EPL Intermediate, Inc.’s Current Report on Form 8-K filed on May 26, 2009, File No. 333-115644).

*5.1		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.

10.1		Employment Agreement, dated September 27, 2005, between El Pollo Loco, Inc. and Stephen E. Carley (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 28, 2005, File No. 333-115644).

10.2		Employment Agreement, dated September 27, 2005, between El Pollo Loco, Inc. and Joseph Stein (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 28, 2005, File No. 333-115644).

10.3		Amendment No. 1 to Stein Employment Agreement, dated October 10, 2005, between El Pollo Loco, Inc. and Joseph Stein (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 28, 2005, File No. 333-115644).

10.4		Employment Agreement, dated November 1, 2005, between El Pollo Loco, Inc. and Brian Berkhausen (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 28, 2005, File No. 333-115644).

10.5		Employment Agreement, dated October 10, 2005, between El Pollo Loco, Inc. and Karen Eadon (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 28, 2005, File No. 333- 115644).

10.6		Employment Agreement, dated June 28, 2007, between El Pollo Loco, Inc. and Jerry Lovejoy (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 26, 2007, File No. 333- 115644).

10.7		Personal Travel Stipend for Stephen Carley (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 26, 2007, File No. 333- 115644).

10.8		Employment Agreement, dated October 10, 2005, between El Pollo Loco, Inc. and Jeanne Scott (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 28, 2005, File No. 333- 115644).

10.9		Employment Agreement, dated January 9, 2006, between El Pollo Loco, Inc. and Stephen Sather (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 28, 2005, File No. 333- 115644).

10.10		Employment Agreement, executed on June 24, 2009 and effective as of January 19, 2009, by and between El Pollo Loco, Inc. and Gary C. Campanaro (incorporated by reference herein to EPL Intermediate, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended July 1, 2009, File No. 333-115644).

10.11		Chicken Acquisition Corp. 2008 Restricted Stock Plan for Directors and related Restricted Stock Award Agreement (incorporated by reference herein to EPL Intermediate, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 24, 2008, File No. 333-115644).

10.12		Form of Exchange Agreement, entered into between Chicken Acquisition Corp. and certain executive officers (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 28, 2005, File No. 333-115644).

10.13		Amendment No. 1 to Form of Exchange Agreement, entered into between Chicken Acquisition Corp. and certain executive officers (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 28, 2005, File No. 333-115644).

10.14		Form of Exchange Stock Option Agreement, entered into between Chicken Acquisition Corp. and certain executive officers (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 28, 2005, File No. 333-115644).

10.15		Amendment No. 1 to Form of Exchange Stock Option Agreement, entered into between Chicken Acquisition Corp. and certain executive officers (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 28, 2005, File No. 333-115644).

10.16		Amendment No. 2 to Form of Exchange Stock Option Agreement, entered into between Chicken Acquisition Corp. and certain executive officers (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 28, 2005, File No. 333-115644).

10.17		Stockholders Agreement, dated November 18, 2005, among Chicken Acquisition Corp., Trimaran Pollo Partners, LLC and certain continuing investors (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 28, 2005, File No. 333-115644).

10.18		Amendment No. 1 to Stockholders Agreement, dated on or about April 20, 2006, between Chicken Acquisition Corp. and Trimaran Pollo Partners, LLC (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 26, 2007, File No. 333- 115644).

10.19		Amendment No. 2 to Stockholders Agreement, dated December 26, 2007, between Chicken Acquisition Corp. and Trimaran Pollo Partners, LLC (incorporated by reference herein to EPL Intermediate, Inc.’s Current Report on Form 8-K filed on January 2, 2008, File No. 333-115644). Note: this exhibit was incorrectly identified as Amendment No. 1 to the Stockholders Agreement in the Form 8-K filed on January 2, 2008. Amendment No. 1 to the Stockholders Agreement is filed as Exhibit No. 10.17 hereto.

10.20		First Amended and Restated Limited Liability Company Operating Agreement of Trimaran Pollo Partners, L.L.C., dated November 18, 2005, among affiliates of Trimaran Fund Management, L.L.C. and certain other third party investors (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 28, 2005, File No. 333-115644).

10.21		Second Amended and Restated Limited Liability Company Operating Agreement of Trimaran Pollo Partners, L.L.C., dated March 8, 2006, among affiliates of Trimaran Fund Management, L.L.C. and certain other third party investors (incorporated by reference herein to EPL Intermediate Inc.’s Registration Statement on Form S-4, filed on April 14, 2006, File No. 333-133318).

10.22		Amendment No. 1 to the Second Amended and Restated Limited Liability Company Operating Agreement of Trimaran Pollo Partners, L.L.C., dated December 26, 2007, among Trimaran Pollo Partners, LLC, certain members of Trimaran Pollo Partners, LLC, FS Equity Partners V, L.P. and FS Affiliates V, L.P. (incorporated by reference herein to EPL Intermediate, Inc.’s Current Report on Form 8-K filed on January 2, 2008, File No. 333-115644).

10.23		Amendment No. 2 to the Second Amended and Restated Limited Liability Company Operating Agreement of Trimaran Pollo Partners, L.L.C., dated January 30, 2008, among Trimaran Pollo Partners, LLC, certain members of Trimaran Pollo Partners, LLC, FS Equity Partners V, L.P. and FS Affiliates V, L.P. (incorporated by reference herein to EPL Intermediate, Inc.’s Current Report on Form 8-K filed on February 5, 2008, File No. 333-115644).

10.24		Monitoring and Management Services Agreement, dated November 18, 2005, between Chicken Acquisition Corp. and Trimaran Fund Management, L.L.C (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 28, 2005, File No. 333-115644).

10.25		Amendment No. 1 to the Monitoring and Management Services Agreement, dated December 26, 2007, among Chicken Acquisition Corp., Trimaran Fund Management LLC, and Freeman Spogli & Co. V, L.P. (incorporated by reference herein to EPL Intermediate, Inc.’s Current Report on Form 8-K filed on January 2, 2008, File No. 333-115644).

10.26		Credit Agreement, dated November 18, 2005, among El Pollo Loco, Inc., EPL Intermediate, Inc., Merrill Lynch Capital Corporation, Bank of America, N.A., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, CIT Lending Services Corporation and the other lenders party thereto (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 28, 2005, File No. 333-115644).

10.27		Amendment No. 1 and Agreement, dated March 14, 2007, relating to Credit Agreement, dated November 18, 2005 (Exhibit 10.25 hereto) (incorporated by reference herein to EPL Intermediate, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 28, 2007, File No. 333-115644).

10.28		Credit Agreement, dated as of May 22, 2009, among El Pollo Loco, Inc., EPL Intermediate, Inc., the Subsidiary Guarantors (as defined therein), the Lenders (as defined therein), Jefferies Finance LLC, as lead arranger, book manager, documentation agent for the Lenders, administrative agent for the Lenders and collateral agent for the Secured Parties (as defined therein), Jefferies Finance LLC, as syndication agent and Jefferies Finance LLC, as issuing bank for the Lenders (incorporated by reference herein to EPL Intermediate, Inc.’s Current Report on Form 8-K filed on May 26, 2009, File No. 333-115644).

10.29		Security Agreement, dated as of November 18, 2005, with Merrill Lynch Capital Corporation (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 28, 2005, File No. 333-115644).

10.30		Securities Pledge Agreement, dated as of November 18, 2005, with Merrill Lynch Capital Corporation (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 28, 2005, File No. 333- 115644).

10.31		Guaranty, dated as of November 18, 2005, with Merrill Lynch Capital Corporation (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 28, 2005, File No. 333-115644).

10.32		Form of Non-Qualified Stock Option Agreement for directors with Chicken Acquisition Corp. (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 27, 2006, File No. 333-115644).

10.33		Form of Non-Qualified Stock Option Agreement for officers with Chicken Acquisition Corp. (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 28, 2005, File No. 333-115644).

10.34		Chicken Acquisition Corp. 2005 Stock Option Plan (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 28, 2005, File No. 333-115644).

10.35		Confidential Settlement and Release Agreement, dated June 18, 2008, between El Pollo Loco, Inc. and El Pollo Loco, S.A. de C.V. (incorporated by reference herein to EPL Intermediate, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 25, 2008, File No. 333-115644).

10.36		Termination Agreement, dated June 23, 2008, among El Pollo Loco, Inc., Chicken Acquisition Corp. and Trimaran Fund II, LLC (incorporated by reference herein to EPL Intermediate, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 25, 2008, File No. 333-115644).

10.37		Compensation of Independent Directors (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008, File No. 333-115644).

10.38		Fiesta Brands Development Agreement, dated August 10, 2006 (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 27, 2006, File No. 333-115644).

10.39		Payment and Subscription Agreement, dated December 19, 2007, among El Pollo Loc, Inc., Chicken Acquisition Corp. and Trimaran Fund II, LLC (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 26, 2007, File No. 333-115644).

10.40		Fee Agreement, dated December 19, 2007, among El Pollo Loco, Inc., Chicken Acquisition Corp. and Trimaran Fund II, LLC (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 26, 2007, File No. 333-115644).

10.41		Letter Agreement, dated February 23, 2005, between Gold Kist Inc. and El Pollo Loco, Inc. (incorporated by reference herein to El Pollo Loco, Inc.’s Registration Statement on Form S-4 filed on May 14, 2004, File No. 333-115486).

10.42		Amendment to Letter Agreement, dated January 21, 2006, between Gold Kist Inc. and El Pollo Loco, Inc. (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 28, 2005, File No. 333-115644).

10.43		Letter Agreement, dated February 15, 2005, between Pilgrims Pride Corporation and El Pollo Loco, Inc. (incorporated by reference herein to El Pollo Loco, Inc.’s Registration Statement on Form S-4 filed on May 14, 2004, File No. 333-115486).

10.44		Amendment to Letter Agreement, dated January 11, 2006, between Pilgrims Pride Corporation and El Pollo Loco, Inc. (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 28, 2005, File No. 333-115644).

**10.45		Letter Agreement, dated February 27, 2007, between El Pollo Loco, Inc. and Pilgrim's Pride Corporation (incorporated by reference herein to EPL Intermediate, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2007, File No. 333-115644).

**10.46		Letter Agreement, dated February 4, 2008, between El Pollo Loco, Inc. and Koch Foods, Inc. (incorporated by reference herein to EPL Intermediate, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 26, 2008, File No. 333-115644).

**10.47		Letter Agreement, dated February 25, 2008, between El Pollo Loco, Inc. and Simmons Prepared Foods, Inc. (incorporated by reference herein to EPL Intermediate, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 26, 2008, File No. 333-115644).

**10.48		Letter Agreement, dated February 25, 2008, between El Pollo Loco, Inc. and Cagle’s, Inc. (incorporated by reference herein to EPL Intermediate, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 26, 2008, File No. 333-115644).

**10.49		Letter Agreement, dated February 28, 2009, between El Pollo Loco, Inc. and Simmons Prepared Foods, Inc. (incorporated by reference herein to EPL Intermediate, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended April 1, 2009, File No. 333-115644).

**10.50		Letter Agreement, dated February 28, 2009, between El Pollo Loco, Inc. and Tyson Foods (incorporated by reference herein to EPL Intermediate, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended April 1, 2009, File No. 333-115644).

**10.51		Letter Agreement, dated February 28, 2009, between El Pollo Loco, Inc. and Koch Foods, Inc. (incorporated by reference herein to EPL Intermediate, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended April 1, 2009, File No. 333-115644).

**10.52		Letter Agreement, dated February 28, 2009, between El Pollo Loco, Inc. and Pilgrim's Pride Corporation (incorporated by reference herein to EPL Intermediate, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended April 1, 2009, File No. 333-115644).

10.53		Independent Directors Stock Plan (incorporated by reference herein to EPL Intermediate, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2007, File No. 333-115644).

10.54		Lease, dated May 18, 2007, between El Pollo Loco, Inc. and C.J. Segerstorm & Sons (incorporated by reference herein to EPL Intermediate, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2007, File No. 333-115644).

10.55		Form of Franchise Development Agreement (incorporated by reference herein to El Pollo Loco, Inc.’s Registration Statement on Form S-4, filed on May 14, 2004, File No. 333-115486).

10.56		Form of Franchise Agreement (incorporated by reference herein to El Pollo Loco, Inc.’s Registration Statement on Form S-4, filed on May 14, 2004, File No. 333-115486).

10.57		Form of Amendment, dated March 19, 2008, to the Officer Employment Agreements filed as Exhibit 10.1. 10.2, 10.4, 10.5, 10.6 and 10.8 hereto (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 26, 2007, File No. 333-115644).

10.58		Adjustment to Calculation of EBITDA Applicable to Executive Bonus Awards, effective February 6, 2008 (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 26, 2007, File No. 333-115644).

10.59		Definition of EBITDA applicable to Executive Bonus Awards pursuant to Amendment to Employment Agreements (Exhibit 10.56 hereto) (incorporated by reference herein to EPL Intermediate, Inc.’s Annual Report on Form 10-K for the year ended December 26, 2007, File No. 333-115644).

*12.1		Statement Regarding Computation of Ratio of Earnings to Fixed Charges of EPL Intermediate, Inc.

*12.2		Statement Regarding Computation of Ratio of Earnings to Fixed Charges of El Pollo Loco, Inc.

*21.1		Subsidiaries of EPL Intermediate, Inc.

*23.1		Consent of Independent Registered Public Accounting Firm.

*23.2		Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5).

*24.1		Power of Attorney (contained on signature page).