Exhibit 10.24


    
      
        

      


      Exhibit
        10.24

      


      EXECUTION
        COPY

      


      


      MEXICAN
        RESTAURANTS, INC.

      1135
        Edgebrook

      Houston,
        Texas 77034-1899

      


      Dated
        as
        of: November 15, 2005

      Effective
        as of: June 30, 2005

      


      


      Bank
        of
        America, N.A.

      (successor
        by merger to Fleet National Bank)

      100
        Federal Street

      Boston,
        Massachusetts 02110

      


      Re:
        Amendment No. 2 to Amended and Restated Revolving Credit

       and
        Term Loan Agreement     

      


      Ladies
        and Gentlemen:

      


      We
        refer
        to the Amended and Restated Revolving Credit and Term Loan Agreement (the
“Loan
        Agreement”), dated as of January 7, 2004, between Mexican Restaurants, Inc. (the
“Borrower”) and Bank of America, N.A. (successor by merger to Fleet National
        Bank) (the “Lender”). All of the words and expressions used in this letter of
        agreement (this “Amendment No. 2”) which are not defined herein, but which are
        defined in the Loan Agreement, shall have the same meanings herein as specified
        therefor in the Loan Agreement.

      


      We
        have
        requested that you make certain amendments to the Loan Agreement and you
        have
        advised us that you are prepared and would be pleased to make the amendments
        requested by us, but only on the condition that we join with you in this
        letter
        of agreement.

      


      Accordingly,
        in consideration of these premises, the promises, mutual covenants and
        agreements contained in this Amendment No. 2, and fully intending to be legally
        bound by this Amendment No. 2, we hereby agree with you as
        follows:


      
        
           

           

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      ARTICLE
        I

      


      AMENDMENTS
        TO LOAN AGREEMENT

      


      Effective
        as of June 30, 2005 (herein the “Modification Date”), the Loan Agreement is
        amended as follows: 

      


      (a) Each
        reference in any Loan Document to the Loan Agreement shall be deemed to mean
        and
        include this Amendment No. 2, and this Amendment No. 2 shall be deemed to
        be a Loan Document for all purposes under the Loan Agreement.

      


      (b) The
        first
        sentence of the definition of “Consolidated Cash Flow” is amended to read in its
        entirety as follows:

      


      1.18 “Consolidated
        Cash Flow” means, in relation to the Borrower Affiliated Group on a Consolidated
        basis for any period, Consolidated EBITDA for such period, minus
        (a) cash
        Taxes paid during such period, and minus
        (b)
        Consolidated Maintenance Capital Expenditures during such period.

      


      (c) The
        table
        set forth in Section 2.6 of the Loan Agreement is amended to read in its
        entirety as follows:

      


      
        	
                Table
                  1

                Applicable
                  Interest Rate Margins

              
	
                 

                 

                Level

              	
                Maximum
                  Consolidated Leverage Ratio

              	
                Applicable
                  Prime Rate Margin

              	
                Applicable
                  LIBOR Margin

              
	
                I

              	
                <1.00

              	
                0.00%

              	
                2.00%

              
	
                II

              	
                >1.00,
                  but <1.50

              	
                0.50%

              	
                2.50%

              
	
                III

              	
                >1.50,
                  but <1.75

              	
                1.00%

              	
                3.00%

              
	
                IV

              	
                >1.75

              	
                1.50%

              	
                3.50%

              


      

      


      (d) Clause
        (iii) of Section 5.9 of the Loan Agreement is amended: (i) by deleting the
        reference to “$1,000,000” contained therein; and (ii) by inserting in its place
        the following: “$2,000,000”.

      


      (e) Section
        5.16(b) of the Loan Agreement is amended by inserting the following new second
        sentence:


      
        
           

           

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      Notwithstanding
        clause (iv) of the immediately preceding sentence, it is agreed that the
        minimum
        EBITDA requirement shall be reduced to $6,000,000 for each of the fiscal
        quarters ending September 30, 2005, December 31, 2005, March 31, 2006, June
        30,
        2006 and September 30, 2006, whereupon such minimum requirement shall
        automatically revert to $6,500,000 for the fiscal quarter ending December
        31,
        2006 and for each fiscal quarter thereafter.

      


      (f) Section
        5.16(c) of the Loan Agreement is amended to read in its entirety as
        follows:

      


      Section
        5.16(c) Minimum Consolidated Cash Flow Coverage. The Borrower shall not permit
        the ratio of Consolidated Cash Flow to Consolidated Financial Obligations
        to be
        less than: (i) 2.0 to 1.0 as at the last day of each of the fiscal quarters
        ending on September 30, 2005, December 31, 2005, March 31, 2006, June 30,
        2006
        and September 30, 2006 (as determined at the end of each such fiscal quarter
        for
        the four consecutive quarters then ending); and (ii) 2.5 to 1.0 as at the
        end of
        any fiscal quarter thereafter (as determined at the end of each such fiscal
        quarter for the four consecutive quarters then ending). 

      


      
        	(g)  	
                The
                  table set forth in Section 5.16(e) of the Loan Agreement is amended
                  to
                  read in its entirety as follows:

              


      

      


      
        	
                Period
                  

              	
                Maximum
                  Amount

              
	 	 
	
                Fiscal
                  Year 2005

              	
                $4,600,000

              
	
                Fiscal
                  Year 2006 and thereafter

              	
                $4,250,000

              
	 	 


      

      


      ARTICLE
        II

      


      REPRESENTATIONS
        AND WARRANTIES

      


      The
        Borrower hereby represents and warrants to the Lender as follows:

      


      (a)
        Representations
        in Loan Documents.
        Each of
        the representations and warranties made by or on behalf of the Borrower or
        any
        other member of the Borrower Affiliated Group to you in any of the Loan
        Documents, as amended by this Amendment No. 2, was true and correct when
        made
        and is true and correct on and as of the Modification Date (except to the
        extent
        that such representations and warranties relate expressly to an earlier date)
        with the same full force and effect as if each of such 


      
        
           

           

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      representations
        and warranties had been made by the Borrower or such other member of the
        Borrower Affiliated Group on the date hereof and in this Amendment No.
        2.

      


      (b)
        Defaults.
        No
        Default or Event of Default exists on the date hereof.

      


      (c)
        Binding
        Effect of Documents.
        This
        Amendment No. 2 has been duly executed and delivered to you by the Borrower
        and
        is in full force and effect as of the effective date hereof, and the agreements
        and obligations of the Borrower contained herein constitute the legal, valid
        and
        binding obligations of the Borrower, enforceable against the Borrower in
        accordance with its terms.

      


      


      ARTICLE
        III

      


      PROVISIONS
        OF GENERAL APPLICATION

      


      (a)
        No
        Other Changes.
        Except
        as otherwise expressly provided by this Amendment No. 2, all of the terms,
        conditions and provisions of the Loan Agreement and the other Loan Documents
        remain unaltered. The Loan Agreement and this Amendment No. 2 shall be read
        and
        construed as one agreement. The making of the amendments in this Amendment
        No. 2
        does not imply any obligation or agreement by the Lender to make any other
        amendment, waiver, modification or consent as to any matter on any subsequent
        occasion. 

      


      (b)
        Governing
        Law.
        This
        Amendment No. 2 is intended to take effect as a sealed instrument and shall
        be
        deemed to be a contract under the laws of the Commonwealth of Massachusetts.
        This Amendment No. 2 and the rights and obligations of each of the parties
        hereto are contracts under the laws of the Commonwealth of Massachusetts
        and
        shall for all purposes be construed in accordance with and governed by the
        laws
        of such Commonwealth (without regard to conflicts of law rules).

      


      (c)
        Binding
        Effect; Assignment.
        This
        Amendment No. 2 shall be binding upon and inure to the benefit of each of
        the
        parties hereto and their respective successors and assigns.

      


      (d)
        Counterparts.
        This
        Amendment No. 2 may be executed in any number of counterparts, but all such
        counterparts shall together constitute but one and the same agreement. In
        making
        proof of this Amendment No. 2, it shall not be necessary to produce or account
        for more than one counterpart hereof signed by each of the parties
        hereto.


      
        
           

           

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      (e)
        Conflict
        with Other Agreements.
        If any
        of the terms of this Amendment No. 2 shall conflict in any respect with any
        of the terms of any of the Loan Documents, the terms of this Amendment No.
        2
        shall be controlling.

      


      (f)
        Conditions
        Precedent.
        The
        obligation of the Lender to make the foregoing amendments to the Loan Agreement
        is subject to (i) the Lender having received an executed original counterpart
        of
        this Amendment No. 2, duly executed and delivered by the Borrower, and (ii)
        the
        Lender having signed this Amendment No. 2.

      


      If
        you
        are in agreement with the foregoing, please sign below and deliver a signed
        counterpart hereof to the undersigned, whereupon this Amendment No. 2, as
        so
        accepted by you, shall become a binding agreement among you and the
        undersigned.

      


      


      Very
        truly yours,

      


      MEXICAN
        RESTAURANTS, INC.

      


      


      By:_____________________

      Name:

      Title:

      On
        behalf
        of, and in his capacity as 

      Vice
        President of, the Borrower and each

      other
        member of the Borrower Affiliated 

      Group

      


      


      ACCEPTED
        AND AGREED:

      


      BANK
        OF
        AMERICA, N.A.

      (successor
        by merger to Fleet National Bank)

      


      


      


      By:________________________

      Name:
        

      Title: