Unassociated Document


    

      EXHIBIT
        10.76



    BUSINESS
      LOAN AGREEMENT

    


    
      	
              Principal

            	
              Loan
                Date

            	
              Expiration

            	
              Loan
                No

            	
              Call
                / Coll

            	
              Account

            	
              Officer

            	
              Initials

            
	
              $15,000,000.00

            	
              05-13-2008

            	
              05-13-2010

            	
              Line
                #583277

            	 	
              Port
                #583277

            	
              247

            	 


      
        

      

    

    References
      in the boxes above are for Lender's use only and do not limit the applicability
      of this document to any particular loan or item.

    Any
      item
      above containing "***" has been omitted due to text length
      limitations.

    
      
        

      

    

    
      	
              Borrower:

            	
              Rubio's
                Restaurants, Inc., a Delaware corporation

              1902
                Wright Place, Suite 300

              Carlsbad,
                CA 92008

            	
              Lender:

            	
              Pacific
                Western Bank

              Pasadena
                Office

              150
                South Los Robles

              Suite
                100

              Pasadena,
                CA 91101

            


    

     

    THIS
      BUSINESS LOAN AGREEMENT dated May 13, 2008, is made and executed between Rubio's
      Restaurants, Inc., a Delaware corporation ("Borrower") and Pacific Western
      Bank
      ("Lender") on the following terms and conditions. Borrower has received prior
      commercial loans from Lender or has applied to Lender for a commercial loan
      or
      loans or other financial accommodations, including those which may be described
      on any exhibit or schedule attached to this Agreement. Borrower understands
      and
      agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying
      upon Borrower's representations, warranties, and agreements as set forth in
      this
      Agreement; (B) the granting, renewing, or extending of any Loan by Lender at
      all
      times shall be subject to Lender's sole judgment and discretion; and (C) all
      such Loans shall be and remain subject to the terms and conditions of this
      Agreement.

     

    TERM.
      This
      Agreement shall be effective as of May 13, 2008, and shall continue in full
      force and effect until such time as all of Borrower's Loans in favor of Lender
      have been paid in full, including principal, interest, costs, expenses,
      attorneys' fees, and other fees and charges, or until such time as the parties
      may agree in writing to terminate this Agreement.

     

    ADVANCE
      AUTHORITY.
      The
      following person or persons are authorized to request advances and authorize
      payments under the line of credit until Lender receives from Borrower, at
      Lender's address shown above, written notice of revocation of such
      authority:
      Daniel E. Pittard or Frank Henigman.

     

    CONDITIONS
      PRECEDENT TO EACH ADVANCE.
      Lender's
      obligation to make the initial Advance and each subsequent Advance under this
      Agreement shall be subject to the fulfillment to Lender's satisfaction of all
      of
      the conditions set forth in this Agreement and in the Related Documents.


     

    Loan
      Documents.
      Borrower
      shall provide to Lender the following documents for the Loan: (1) the Note;
      (2)
      Security Agreements granting to Lender security interests in the Collateral;
      (3)
      financing statements and all other documents perfecting Lender's Security
      Interests; (4) evidence of insurance as required below; (5) guaranties; (6)
      together with all such Related Documents as Lender may require for the Loan;
      all
      in form and substance satisfactory to Lender and Lender's counsel.

     

    Borrower's
      Authorization.
      Borrower
      shall have provided in form and substance satisfactory to Lender properly
      certified resolutions, duly authorizing the execution and delivery of this
      Agreement, the Note and the Related Documents. In addition, Borrower shall
      have
      provided such other resolutions, authorizations, documents and instruments
      as
      Lender or its counsel, may require.

     

    Payment
      of Fees and Expenses.
      Borrower
      shall have paid to Lender all fees, charges, and other expenses which are then
      due and payable as specified in this Agreement or any Related
      Document.

     

    Representations
      and Warranties.
      The
      representations and warranties set forth in this Agreement, in the Related
      Documents, and in any document or certificate delivered to Lender under this
      Agreement are true and correct.

     

    No
      Event of Default.
      There
      shall not exist at the time of any Advance a condition which would constitute
      an
      Event of Default under this Agreement or under any Related
      Document.

     

    REPRESENTATIONS
      AND WARRANTIES.
      Borrower
      represents and warrants to Lender, as of the date of this Agreement, as of
      the
      date of each disbursement of loan proceeds, as of the date of any renewal,
      extension or modification of any Loan, and at all times any Indebtedness
      exists:

     

    Organization.
      Borrower
      is a corporation for profit which is, and at all times shall be, duly organized,
      validly existing, and in good standing under and by virtue of the laws of the
      State of Delaware. Borrower is duly authorized to transact business in all
      other
      states in which Borrower is doing business, having obtained all necessary
      filings, governmental licenses and approvals for each state in which Borrower
      is
      doing business, except where failure would not have a material adverse affect
      on
      its business or financial condition. Specifically, Borrower is, and at all
      times
      shall be, duly qualified as a foreign corporation in all states in which the
      failure to so qualify would have a material adverse effect on its business
      or
      financial condition. Borrower has the full power and authority to own its
      properties and to transact the business in which it is presently engaged or
      presently proposes to engage. Borrower maintains an office at 1902 Wright Place,
      Suite 300, Carlsbad, CA 92008. Unless Borrower has designated otherwise in
      writing, the principal office is the office at which Borrower keeps its books
      and records including its records concerning the Collateral. Borrower will
      notify Lender prior to any change in the location of Borrower's state of
      organization or any change in Borrower's name. Borrower shall do all things
      necessary to preserve and to keep in full force and effect its existence, rights
      and privileges, and shall comply with all regulations, rules, ordinances,
      statutes, orders and decrees of any governmental or quasi-governmental authority
      or court applicable to Borrower and Borrower's business activities, except
      where
      failure would not have a material adverse affect on its business or financial
      condition.

     

    Assumed
      Business Names.
      Borrower
      has filed or recorded all documents or filings required by law relating to
      all
      assumed business names used by Borrower. Excluding the name of Borrower, the
      following is a complete list of all assumed business names under which Borrower
      does business:
      None.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Authorization.
      Borrower's execution, delivery, and performance of this Agreement and all the
      Related Documents have been duly authorized by all necessary action by Borrower
      and do not conflict with, result in a violation of, or constitute a default
      under (1) any provision of (a) Borrower's articles of incorporation or
      organization, or bylaws, or (b) any agreement or other instrument binding upon
      Borrower or (2) any law, governmental regulation, court decree, or order
      applicable to Borrower or to Borrower's properties, except with respect to
      (1)(b) and (2), where failure would not have a material adverse affect on its
      business or financial condition.

     

    Financial
      Information.
      Each of
      Borrower's financial statements supplied to Lender truly and completely
      disclosed Borrower's financial condition as of the date of the statement, in
      all
      material respects and in conformance with GAAP, and there has been no material
      adverse change in Borrower's financial condition subsequent to the date of
      the
      most recent financial statement supplied to Lender. Borrower has no material
      contingent obligations except as disclosed to Lender in such financial
      statements or as otherwise disclosed to Lender in Schedule
      1
      to the
      Disclosure Schedule.

     

    Legal
      Effect.
      This
      Agreement constitutes, and any instrument or agreement Borrower is required
      to
      give under this Agreement when delivered will constitute legal, valid, and
      binding obligations of Borrower enforceable against Borrower in accordance
      with
      their respective terms.

     

    Properties.
      Except
      as contemplated by this Agreement (including Permitted Liens) or the Credit
      Agreement or as previously disclosed in Borrower's financial statements or
      in
      writing to Lender and as accepted by Lender, and except for property tax liens
      for taxes not presently due and payable, Borrower owns and has good title to
      all
      of Borrower's properties free and clear of all Security Interests, and has
      not
      executed any security documents or financing statements relating to such
      properties. All of Borrower's properties are titled in Borrower's legal name,
      and Borrower has not used or filed a financing statement under any other name
      for at least the last five (5) years.

     

    Hazardous
      Substances.
      Except
      as disclosed to and acknowledged by Lender in writing, Borrower represents
      and
      warrants that: (1) During the period of Borrower's ownership of the Collateral,
      there has been no use, generation, manufacture, storage, treatment, disposal,
      release or threatened release of any Hazardous Substance by any person on,
      under, about or from any of the Collateral. (2) Borrower has no knowledge of,
      or
      reason to believe that there has been (a) any breach or violation of any
      Environmental Laws; (b) any use, generation, manufacture, storage, treatment,
      disposal, release or threatened release of any Hazardous Substance on, under,
      about or from the Collateral by any prior owners or occupants of any of the
      Collateral; or (c) any actual or threatened litigation or claims of any kind
      by
      any person relating to such matters. (3) Neither Borrower nor any tenant,
      contractor, agent or other authorized user of any of the Collateral shall use,
      generate, manufacture, store, treat, dispose of or release any Hazardous
      Substance on, under, about or from any of the Collateral; and any such activity
      shall be conducted in compliance with all applicable federal, state, and local
      laws, regulations, and ordinances, including without limitation all
      Environmental Laws. Borrower authorizes Lender and its agents to enter upon
      Borrower’s premises to make such inspections and tests as Lender may deem
      appropriate to determine compliance of the Collateral with this section of
      the
      Agreement. Any inspections or tests made by Lender shall be at Borrower's
      expense (not to exceed $750 per day), upon prior written notice and not more
      frequently than annually, and for Lender's purposes only and shall not be
      construed to create any responsibility or liability on the part of Lender to
      Borrower or to any other person. The representations and warranties contained
      herein are based on Borrower's due diligence in investigating the Collateral
      for
      hazardous waste and Hazardous Substances. Borrower hereby (1) releases and
      waives any future claims against Lender for indemnity or contribution in the
      event Borrower becomes liable for cleanup or other costs under any such laws,
      and (2) agrees to indemnify, defend, and hold harmless Lender against any and
      all claims, losses, liabilities, damages, penalties, and expenses which Lender
      may directly or indirectly sustain or suffer resulting from a breach of this
      section of the Agreement or as a consequence of any use, generation,
      manufacture, storage, disposal, release or threatened release of a hazardous
      waste or substance on the Collateral, except in the event of Lender’s gross
      negligence or willful misconduct. The provisions of this section of the
      Agreement, including the obligation to indemnify and defend, shall survive
      the
      payment of the Indebtedness and the termination, expiration or satisfaction
      of
      this Agreement and shall not be affected by Lender's acquisition of any interest
      in any of the Collateral, whether by foreclosure or otherwise.

     

    Litigation
      and Claims.
      Except
      as set forth on Schedule
      1
      to the
      Disclosure Schedule, no litigation, claim, investigation, administrative
      proceeding or similar action (including those for unpaid taxes) against Borrower
      is pending or threatened, and no other event has occurred which may materially
      adversely affect Borrower's financial condition or properties.

     

    Taxes.
      To the
      best of Borrower's knowledge, all of Borrower's tax returns and reports that
      are
      or were required to be filed, have been filed, and all taxes, assessments and
      other governmental charges have been paid in full, except as set forth on
Schedule
      2
      to the
      Disclosure Schedule, that are presently being or to be contested by Borrower
      in
      good faith in the ordinary course of business and for which adequate reserves
      have been provided.

     

    Lien
      Priority.
      Except
      as set forth in Schedule
      3
      to the
      Disclosure Schedule and other than Permitted Liens, Borrower has not entered
      into or granted any Security Agreements, or permitted the filing or attachment
      of any Security Interests on or affecting any of the Collateral directly or
      indirectly securing repayment of Borrower's Loan and Note, that would be prior
      or that may in any way be superior to Lender's Security Interests and rights
      in
      and to such Collateral.

     

    Binding
      Effect.
      This
      Agreement, the Note, all Security Agreements (if any), and all Related Documents
      are binding upon the signers thereof, as well as upon their successors,
      representatives and assigns, and are legally enforceable in accordance with
      their respective terms.

     

    AFFIRMATIVE
      COVENANTS.
      Borrower
      covenants and agrees with Lender that, so long as this Agreement remains in
      effect, Borrower will:

     

    Notices
      of Claims and Litigation.
      Promptly
      inform Lender in writing of (1) all material adverse changes in Borrower's
      financial condition, and (2) all existing and all threatened litigation, claims,
      investigations, administrative proceedings or similar actions affecting Borrower
      or any Guarantor which could materially affect the financial condition of
      Borrower or the financial condition of any Guarantor.

     

    Financial
      Records.
      Maintain
      its books and records in accordance with GAAP, applied on a consistent basis,
      and permit Lender to examine and audit Borrower's books and records at all
      reasonable times. 

     

    Financial
      Statements.
      Furnish
      Lender with the following:

     

    Additional
      Requirements. 

     

    BORROWER'S
      FINANCIAL REQUIREMENTS:

     

    (i)
      Financial Statements:

     

    ANNUAL
      STATEMENTS.
      Borrower
      shall provide to Lender, as soon as available, but in no event later than one
      hundred five (105) days after the end of each fiscal year end, a 10K report
      and
      consolidated balance sheet and income statement for the period ended in form
      satisfactory to Lender, audited, unqualified opinion, by a CPA acceptable to
      Lender.

     

    
      
        
          Rubio’s
            Restaurants, Inc.-Line #583277

          Business
            Loan Agreement (04-2008)

        

      

      
        2

        
          

        

      

      
        
        

      

    

    INTERIM
      STATEMENTS.
      Borrower
      shall provide to Lender, as soon as available, but in no event later than sixty
      (60) days after the end of each fiscal quarter (including fiscal year end),
      a
      10Q and supporting schedules for the period ended, each in form satisfactory
      to
      Lender. Statements may be due more often if requested by Lender.

     

    LEASE
      MANAGEMENT REPORTS.
      Borrower
      shall provide to Lender, as soon as available, but in no event later than sixty
      (60) days after the end of each fiscal quarter (including fiscal year end),
      a
      lease management report and same store sales analysis for the period ended,
      each
      in form satisfactory to Lender. Statements may be due more often if requested
      by
      Lender.

     

    ANNUAL
      BUDGET.
      Borrower
      shall provide to Lender, as soon as available, but in no event later than one
      hundred five (105) days after the end of each fiscal year end, an annual budget
      and balance sheet for the period ended in form satisfactory to
      Lender.

     

    (ii)
      Financial Covenants/Ratios: (the first reporting period will be Borrower’s
      second fiscal quarter ending June 29, 2008)

     

    TOTAL
      DEBT/EBITDA RATIO.
      Borrower
      to maintain a maximum ratio of Total Debt/EBITDA of *** to ***. "Total Debt"
      means Borrower's outstanding senior debt plus Standby Letters of Credit issued
      by Lender. "EBITDA" means net earnings before interest expense, taxes,
      depreciation, amortization, and other adjustments reasonably acceptable to
      Lender in its sole discretion ( *** ), calculated on a rolling *** fiscal
      quarter basis. This ratio must be maintained at all times and may be evaluated
      quarterly.

     

    PROFITABILITY.
      Borrower
      must ***
      for its
      *** ending *** (one time covenant) and to *** at the *** and *** reporting
      periods (starting with the *** reporting). Borrower will *** in *** consecutive
      fiscal quarters (first compliance review commencing with the *** reporting).
      For
      purposes of determining whether Borrower satisfies the profitability tests
      set
      forth in this paragraph, Lender agrees that Borrower may exclude ***
      .

     

    COMMERCIAL
      LOAN DEBT SERVICE COVERAGE RATIO.
      Borrower
      to maintain a minimum Debt Service Coverage Ratio of *** to ***, which is
      calculated based on a rolling *** fiscal quarter basis, as 1) the sum of net
      profit plus depreciation and amortization and interest and other adjustments
      reasonably acceptable to Lender in its sole discretion ( *** ), less the sum
      of
      dividends and distributions divided by 2) Current Portion of Long Term Debt
      plus
      Interest. This ratio must be maintained at all times and may be evaluated
      quarterly. For purposes of determining whether Borrower net profit for the
      financial tests set forth in this paragraph, Lender agrees that Borrower may
      exclude *** . 

     

    All
      financial reports required to be provided under this Agreement shall be prepared
      in accordance with GAAP, applied on a consistent basis, and certified by
      Borrower as being true and correct.

     

    Additional
      Information.
      Furnish
      such additional information and statements, as Lender may request from time
      to
      time.

     

    Insurance.
      Maintain
      fire and other risk insurance, public liability insurance, and such other
      insurance as Lender may require with respect to Borrower's properties and
      operations, in form, amounts, coverages and with insurance companies acceptable
      to Lender in its commercially reasonable discretion. Borrower, upon request
      of
      Lender, will deliver to Lender from time to time the policies or certificates
      of
      insurance in form reasonably satisfactory to Lender, including stipulations
      that
      coverages will not be cancelled or diminished without at least thirty (30)
      days
      prior written notice to Lender. Each insurance policy also shall include an
      endorsement providing that coverage in favor of Lender will not be impaired
      in
      any way by any act, omission or default of Borrower or any other person. In
      connection with all policies covering assets in which Lender holds or is offered
      a security interest for the Loans, Borrower will provide Lender with such
      lender's loss payable or other endorsements as Lender may require in its
      commercially reasonable discretion.

     

    Insurance
      Reports.
      Furnish
      to Lender, upon request of Lender, reports on each existing insurance policy
      showing such information as Lender may reasonably request, including without
      limitation the following: (1) the name of the insurer; (2) the risks insured;
      (3) the amount of the policy; (4) the properties insured; (5) the then current
      property values on the basis of which insurance has been obtained, and the
      manner of determining those values; and (6) the expiration date of the policy.
      In addition, upon request of Lender (however not more often than annually),
      Borrower will have an independent appraiser satisfactory to Lender determine,
      as
      applicable, the actual cash value or replacement cost of any Collateral. The
      cost of such appraisal shall be paid by Borrower. Lender acknowledges and agrees
      that Borrower does not currently insure the full cash value or replacement
      cost
      of the Collateral. 

     

    Guaranties.
      Prior to
      disbursement of any Loan proceeds, furnish executed guaranties of the Loans
      in
      favor of Lender, executed by the guarantors named below, on Lender's forms,
      and
      in the amounts and under the conditions set forth in those
      guaranties.

    


    
      	
              Names
                of Guarantors

            	
              Amounts

            


    

    


    
      	
              Rubio's
                Restaurants of Nevada, Inc., a Nevada corporation

            	
              Unlimited

            


    

    


    
      	
              Rubio's
                Promotions, Inc., an Arizona corporation

            	
              Unlimited

            


    

     

    Other
      Agreements.
      Comply
      with all terms and conditions of all other agreements, whether now or hereafter
      existing, between Borrower and any other party and notify Lender immediately
      in
      writing of any default in connection with any other such agreements that would
      have a material adverse affect on Borrower’s financial condition.

     

    Loan
      Proceeds.
      Use all
      Loan proceeds solely for Borrower's business operations and Permitted
      Acquisitions, unless specifically consented to the contrary by Lender in
      writing.

     

    Taxes,
      Charges and Liens.
      Pay and
      discharge when due all of its indebtedness and obligations, including without
      limitation all assessments, taxes, governmental charges, levies and liens,
      of
      every kind and nature, imposed upon Borrower or its properties, income, or
      profits, prior to the date on which penalties would attach, and all lawful
      claims that, if unpaid, might become a lien or charge upon any of Borrower's
      properties, income, or profits. Provided however, Borrower will not be required
      to pay and discharge any such assessment, tax, charge, levy, lien or claim
      so
      long as (1) the legality of the same shall be contested in good faith by
      appropriate proceedings, and (2) Borrower shall have established on Borrower's
      books adequate reserves with respect to such contested assessment, tax, charge,
      levy, lien, or claim in accordance with GAAP.

    
      
         

        ***
          Portions
          of this page have been omitted pursuant to a request for Confidential Treatment
          and filed separately with the Commission.

         

      

      
        
          
            Rubio’s
              Restaurants, Inc.-Line #583277

            Business
              Loan Agreement (04-2008)

          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    Performance.
      Perform
      and comply, in a timely manner, with all terms, conditions, and provisions
      set
      forth in this Agreement, in the Related Documents, and in all other instruments
      and agreements between Borrower and Lender. Borrower shall notify Lender
      immediately in writing of any default in connection with any agreement with
      Lender.

     

    Operations.
      Maintain
      executive and management personnel with substantially the same qualifications
      and experience as the present executive and management personnel; provide
      written notice to Lender of any change in executive and management personnel;
      conduct its business affairs in a reasonable and prudent manner.

     

    Environmental
      Studies.
      Promptly
      conduct and complete, at Borrower's expense, all such investigations, studies,
      samplings and testings as may be requested by Lender or any governmental
      authority relative to any substance, or any waste or by-product of any substance
      defined as toxic or a hazardous substance under applicable federal, state,
      or
      local law, rule, regulation, order or directive, at or affecting any property
      or
      any facility owned, leased or used by Borrower.

     

    Compliance
      with Governmental Requirements.
      Comply
      with all laws, ordinances, and regulations, now or hereafter in effect, of
      all
      governmental authorities including but not limited to Anti-Terrorism laws,
      and
      other laws applicable to the conduct of Borrower's properties, businesses and
      operations, and to the use or occupancy of the Collateral, including without
      limitation, the Americans With Disabilities Act, except any failure which would
      not have a material adverse affect on its financial condition. Borrower may
      contest in good faith any such law, ordinance, or regulation and withhold
      compliance during any proceeding, including appropriate appeals, so long as
      Borrower has notified Lender in writing prior to doing so and so long as, in
      Lender's sole opinion, Lender's interests in the Collateral are not jeopardized.
      Lender may require Borrower to post adequate security or a surety bond,
      reasonably satisfactory to Lender, to protect Lender's interest.

     

    Inspection.
      Permit
      employees or agents of Lender at any reasonable time to inspect any and all
      Collateral for the Loan or Loans and Borrower's other properties and to examine
      or audit Borrower's books, accounts, and records and to make copies and
      memoranda of Borrower's books, accounts, and records. If Borrower now or at
      any
      time hereafter maintains any records (including without limitation computer
      generated records and computer software programs for the generation of such
      records) in the possession of a third party, Borrower, upon request of Lender,
      shall notify such party to permit Lender free access to such records at all
      reasonable times and to provide Lender with copies of any records it may
      request, all at Borrower's expense. 

     

    Compliance
      Certificates.
      Unless
      waived in writing by Lender, provide Lender, within sixty (60) days after the
      end of each fiscal quarter and at the time of each disbursement of Loan
      proceeds, a certificate executed by Borrower's chief financial officer, or
      other
      officer or person acceptable to Lender, certifying that the representations
      and
      warranties set forth in this Agreement are true and correct as of the date
      of
      the certificate and further certifying that, as of the date of the certificate,
      no Event of Default exists under this Agreement.

     

    Environmental
      Compliance and Reports.
      Borrower
      shall comply in all respects with any and all Environmental Laws; not cause
      or
      permit to exist, as a result of an intentional or unintentional action or
      omission on Borrower's part or on the part of any third party, on property
      owned
      and/or occupied by Borrower, any environmental activity where damage may result
      to the environment, unless such environmental activity is pursuant to and in
      compliance with the conditions of a permit issued by the appropriate federal,
      state or local governmental authorities; shall furnish to Lender promptly and
      in
      any event within thirty (30) days after receipt thereof a copy of any notice,
      summons, lien, citation, directive, letter or other communication from any
      governmental agency or instrumentality concerning any intentional or
      unintentional action or omission on Borrower's part in connection with any
      environmental activity whether or not there is damage to the environment and/or
      other natural resources.

     

    Additional
      Assurances.
      Make,
      execute and deliver to Lender such notes, mortgages, deeds of trust, security
      agreements, assignments, financing statements, instruments, documents and other
      agreements as Lender or its attorneys may reasonably request to evidence and
      secure the Loans and to perfect all Security Interests.

     

    RECOVERY
      OF ADDITIONAL COSTS.
      If the
      imposition of or any change in any law, rule, regulation or guideline, or the
      interpretation or application of any thereof by any court or administrative
      or
      governmental authority (including any request or policy not having the force
      of
      law) shall impose, modify or make applicable any taxes (except federal, state
      or
      local income or franchise taxes imposed on Lender), reserve requirements,
      capital adequacy requirements or other obligations which would (A) increase
      the
      cost to Lender for extending or maintaining the credit facilities to which
      this
      Agreement relates, (B) reduce the amounts payable to Lender under this Agreement
      or the Related Documents, or (C) reduce the rate of return on Lender's capital
      as a consequence of Lender's obligations with respect to the credit facilities
      to which this Agreement relates, then Borrower agrees to pay Lender such
      additional amounts as will compensate Lender therefor, within five (5) days
      after Lender's written demand for such payment, which demand shall (x) be
      provided to Borrower within ninety (90) days of such imposition or change,
      and
      (y) be accompanied by an explanation of such imposition or charge and a
      calculation in reasonable detail of the additional amounts payable by Borrower,
      which explanation and calculations shall be conclusive in the absence of
      manifest error.

     

    LENDER'S
      EXPENDITURES.
      If any
      action or proceeding is commenced that would materially affect Lender's interest
      in the Collateral (and in which Borrower is not taking reasonably prudent
      actions to protect Lender’s interest in the Collateral) or if Borrower fails to
      comply with any provision of this Agreement or any Related Documents, including
      but not limited to Borrower's failure to discharge or pay when due any amounts
      Borrower is required to discharge or pay under this Agreement or any Related
      Documents, Lender on Borrower's behalf may (but shall not be obligated to)
      take
      any action that Lender deems appropriate, including but not limited to
      discharging or paying all taxes, liens, security interests, encumbrances and
      other claims, at any time levied or placed on any Collateral and paying all
      costs for insuring, maintaining and preserving any Collateral. All such
      expenditures reasonably incurred or paid by Lender for such purposes will then
      bear interest at the rate charged under the Note from the date incurred or
      paid
      by Lender to the date of repayment by Borrower. All such expenses will become
      a
      part of the Indebtedness and, at Lender's option, will (A) be payable on demand;
      (B) be added to the balance of the Note and be apportioned among and be payable
      with any installment payments to become due during either (1) the term of any
      applicable insurance policy; or (2) the remaining term of the Note; or (C)
      be
      treated as a balloon payment which will be due and payable at the Note's
      maturity.

     

    NEGATIVE
      COVENANTS.
      Borrower
      covenants and agrees with Lender that while this Agreement is in effect,
      Borrower shall not, without the prior written consent of Lender:

    
       

      
        
          
            Rubio’s
              Restaurants, Inc.-Line #583277

            Business
              Loan Agreement (04-2008)

          

        

        
          4

          
            

          

        

        
          
          

        

      

    

    Indebtedness
      and Liens.
      (1)
      Create, incur or assume indebtedness for borrowed money, including capital
      leases, except for (a) trade debt incurred in the normal course of business,
      (b)
      equipment debt not to exceed ***
      in the
      aggregate (i) upon or in any equipment acquired or held by the Borrower to
      secure the purchase price of such equipment or indebtedness incurred solely
      for
      the purpose of financing the acquisition or lease of such equipment, or (ii)
      existing on such equipment at the time of its acquisition, (c) liabilities,
      lines of credit, and leases in existence on the date of this Agreement and
      disclosed to Lender on Schedule
      4
      to the
      Disclosure Schedule and leases entered into after the date of this Agreement
      in
      the normal course of business, (d) endorsing negotiable instruments received
      in
      the usual course of business and (e) and indebtedness to Lender contemplated
      by
      this Agreement or the Credit Agreement; and (2) sell, transfer, mortgage,
      assign, pledge, lease, grant a security interest in, or encumber any of
      Borrower's assets (except as allowed as Permitted Liens), or (3) sell with
      recourse any of Borrower's accounts, except to Lender.

     

    Continuity
      of Operations.
      (1)
      Engage in any business activities substantially different than those in which
      Borrower is presently engaged, (2) cease operations, liquidate, merge, transfer,
      acquire or consolidate with any other entity, change its name, dissolve or
      transfer or sell Collateral out of the ordinary course of business, or (3)
      pay
      any dividends on Borrower's stock (other than dividends payable in its stock),
      provided, however that notwithstanding the foregoing, but only so long as no
      Event of Default has occurred and is continuing or would result from the payment
      of dividends, if Borrower is a "Subchapter S Corporation" (as defined in the
      Internal Revenue Code of 1986, as amended), Borrower may pay cash dividends
      on
      its stock to its shareholders from time to time in amounts necessary to enable
      the shareholders to pay income taxes and make estimated income tax payments
      to
      satisfy their liabilities under federal and state law which arise solely from
      their status as Shareholders of a Subchapter S Corporation because of their
      ownership of shares of Borrower's stock, or purchase or retire any of Borrower's
      outstanding shares or alter or amend Borrower's capital structure; provided,
      further, that Borrower may use up to $*** of the Loan to fund Permitted
      Acquisitions, Borrower may terminate up to *** percent (***%) of all leases
      through the Maturity Date and Borrower may elect not to renew leases in
      connection with locations that have generated less than $*** of trailing twelve
      month EBITDA. 

     

    Loans,
      Acquisitions and Guaranties.
      Borrower
      shall not: (1)  except with respect to the Subsidiaries, loan, invest in or
      advance money or assets to any other person, enterprise or entity,
 (2)  except with respect to the Subsidiaries, purchase, create or
      acquire any interest in any other enterprise or entity, or (3) incur any
      obligation as surety or guarantor other than in the ordinary course of business;
      provided,
      however,
      Borrower may use up to $*** of the Loan to fund Permitted
      Acquisitions.

     

    Agreements.
      Borrower
      will not enter into any agreement containing any provisions which would be
      violated or breached by the performance of Borrower's obligations under this
      Agreement or in connection herewith.

     

    CESSATION
      OF ADVANCES.
      If
      Lender has made any commitment to make any Loan to Borrower, whether under
      this
      Agreement or under any other agreement, Lender shall have no obligation to
      make
      Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor
      is
      in default under this Agreement or any of the Related Documents or any other
      agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any
      Guarantor dies, becomes incompetent or becomes insolvent, files a petition
      in
      bankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there occurs
      a
      materially adverse change in Borrower's financial condition, in the financial
      condition of any Guarantor, or in the value of any Collateral securing any
      Loan;
      or (D) any Guarantor seeks, claims or otherwise attempts to limit, modify or
      revoke such Guarantor's guaranty of the Loan or any other loan with
      Lender.

     

    RIGHT
      OF SETOFF.
      To the
      extent permitted by applicable law, Lender reserves a right of setoff in all
      Borrower's accounts with Lender (whether checking, savings, or some other
      account). This includes all accounts Borrower holds jointly with someone else
      and all accounts Borrower may open in the future. However, this does not include
      any IRA or Keogh accounts, or any trust accounts for which setoff would be
      prohibited by law. Borrower authorizes Lender, to the extent permitted by
      applicable law, to charge or setoff all sums owing on the Indebtedness against
      any and all such accounts.

     

    DEFAULT.
      Each of
      the following shall constitute an Event of Default under this
      Agreement:

     

    Payment
      Default.
      Borrower
      fails to make any payment when due under the Loan (including any
      Note).

     

    Other
      Defaults.
      Borrower
      fails to comply with or to perform any other term, obligation, covenant or
      condition contained in this Agreement or in any of the Related Documents or
      to
      comply with or to perform any term, obligation, covenant or condition contained
      in any other agreement between Lender and Borrower.

     

    Default
      in Favor of Third Parties.
      Borrower
      or any Grantor defaults under any loan, extension of credit, security agreement,
      purchase or sales agreement, or any other agreement, in favor of any other
      creditor or person that would materially affect any of Borrower's or any
      Grantor's financial condition or Borrower's or any Grantor's ability to repay
      the Loans or perform their respective obligations under this Agreement or any
      of
      the Related Documents.

     

    False
      Statements.
      Any
      warranty, representation or statement made or furnished to Lender by Borrower
      or
      on Borrower's behalf under this Agreement or the Related Documents is false
      or
      misleading in any material respect, either now or at the time made or furnished
      or becomes false or misleading at any time thereafter.

     

    Insolvency.
      The
      dissolution or termination of Borrower's existence as a going business, the
      insolvency of Borrower, the appointment of a receiver for any part of Borrower's
      property, any assignment for the benefit of creditors, any type of creditor
      workout, or the commencement of any proceeding under any bankruptcy or
      insolvency laws by or against Borrower.

     

    Defective
      Collateralization.
      This
      Agreement or any of the Related Documents ceases to be in full force and effect
      (including failure of any collateral document to create a valid and perfected
      security interest or lien) at any time and for any reason other than as a result
      of Lender’s actions or inactions.

     

    Creditor
      or Forfeiture Proceedings.
      Commencement of foreclosure or forfeiture proceedings, whether by judicial
      proceeding, self-help, repossession or any other method, by any creditor of
      Borrower or by any governmental agency against any collateral securing the
      Loan.
      This includes a garnishment of any of Borrower's accounts, including deposit
      accounts, with Lender. However, this Event of Default shall not apply if there
      is a good faith dispute by Borrower as to the validity or reasonableness of
      the
      claim which is the basis of the creditor or forfeiture proceeding and if
      Borrower gives Lender written notice of the creditor or forfeiture proceeding
      and deposits with Lender monies or a surety bond for the creditor or forfeiture
      proceeding, in an amount determined by Lender, in its sole discretion, as being
      an adequate reserve or bond for the dispute; provided, however, Borrower may
      terminate up to *** percent (***%) of all leases through the Maturity Date
      and
      Borrower may elect not to renew leases in connection with locations that have
      generated less than $**
      of
      trailing twelve month EBITDA.

    
      
         

        ***
          Portions
          of this page have been omitted pursuant to a request for Confidential Treatment
          and filed separately with the Commission.

         

      

      
        
          
            Rubio’s
              Restaurants, Inc.-Line #583277

            Business
              Loan Agreement (04-2008)

          

        

        
          5

          
            

          

        

        
          
          

        

      

    

    Events
      Affecting Guarantor.
      Any of
      the preceding events occurs with respect to any Guarantor of any of the
      Indebtedness or any Guarantor dies or becomes incompetent, or revokes or
      disputes the validity of, or liability under, any Guaranty of the
      Indebtedness.

     

    Change
      in Ownership. Any
      change in ownership an event or series of events by which (a) any “person” or
“group” (as such terms are used in Sections 13(d) and 14(d) of the Securities
      Exchange Act of 1934) shall become, or obtains rights (whether by means of
      warrants, options or otherwise) to become, the “beneficial owner” (as defined in
      Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly
      or
      indirectly, of twenty five percent (25%) or more of the equity securities of
      the
      Borrower entitled to vote for members of the board of directors or equivalent
      governing body of the Borrower on a fully-diluted basis, (b) any “person” or
“group” acquires direct or indirect Control of the Borrower, or (c) the majority
      of the members of the board of directors or other equivalent governing body
      of
      the Borrower cease to be composed of Continuing Directors. “Continuing
      Directors” means the directors of the Borrower on the Loan Date, and each other
      director of the Borrower, if such other director’s nomination for election to
      the board of directors of the Borrower is recommended by a majority of the
      then
      Continuing Directors of the Borrower, whether or not directors on the Loan
      Date,
      in his or her election by the shareholders of the Borrower. For purposes of
      this
      Section, “Control” means (a) the power to control a majority of the Borrower’s
      Board of Directors, whether by virtue of ownership of a specified number of
      shares, or by contract, or (b) any contract with any person that gives such
      person control over a substantial portion of the policies or other decision
      making of the Borrower.

     

    Adverse
      Change.
      Lender
      determines, on the basis of its commercially reasonable discretion, that a
      material adverse change has occurred or is occurring in Borrower's financial
      condition.

     

    Right
      to Cure.
      If any
      default, other than a default on Indebtedness, is curable and if Borrower or
      Grantor, as the case may be, has not been given a notice of a similar default
      within the preceding twelve (12) months, it may be cured if Borrower or Grantor,
      as the case may be, after receiving written notice from Lender demanding cure
      of
      such default: (1) cure the default within fifteen (15) days; or (2) if the
      cure
      requires more than fifteen (15) days, immediately initiate steps which Lender
      deems in Lender's sole discretion to be sufficient to cure the default and
      thereafter continue and complete all reasonable and necessary steps sufficient
      to produce compliance as soon as reasonably practical.

     

    EFFECT
      OF AN EVENT OF DEFAULT.
      If any
      Event of Default shall occur, except where otherwise provided in this Agreement
      or the Related Documents, all commitments and obligations of Lender under this
      Agreement or the Related Documents or any other agreement immediately will
      terminate (including any obligation to make further Loan Advances or
      disbursements), and, at Lender's option, all Indebtedness immediately will
      become due and payable, all without notice of any kind to Borrower, except
      that
      in the case of an Event of Default of the type described in the "Insolvency"
      subsection above, such acceleration shall be automatic and not optional. In
      addition, Lender shall have all the rights and remedies provided in the Related
      Documents or available at law, in equity, or otherwise. Except as may be
      prohibited by applicable law, all of Lender's rights and remedies shall be
      cumulative and may be exercised singularly or concurrently. Election by Lender
      to pursue any remedy shall not exclude pursuit of any other remedy, and an
      election to make expenditures or to take action to perform an obligation of
      Borrower or of any Grantor shall not affect Lender's right to declare a default
      and to exercise its rights and remedies.

     

    PRIMARY
      DEPOSITORY RELATIONSHIP.
      Borrower
      agrees to maintain its primary depository relationship with Lender subject
      to
      Lender's applicable fees and charges.

     

    OUTSIDE
      INDEBTEDNESS.
      New
      outside indebtedness (in addition to Permitted Liens) is allowed to a maximum
      amount of $*** in the aggregate, annually.

     

    NON-REVOLVING
      GUIDANCE LINE.
      Guidance
      Line Advances. Subject to the terms and conditions of this Agreement, advances
      under the Guidance Line are subject to the following:

     

    (a)
      Once
      an Advance under this Agreement is repaid, whether such repayment is voluntary
      or required, Loans may not be reborrowed;

     

    (b)
      Borrower chief financial officer, or other officer or person acceptable to
      Lender, shall certify that Borrower is in compliance with all financial
      requirements and ratios on a proforma basis determined in good faith based
      on
      the Company’s current beliefs and assumptions. The certificate may contain a
      statement that any proforma calculations are based on Borrower’s current beliefs
      and assumptions and on information currently available to its management and
      that known and unknown risks, uncertainties and other factors may cause the
      Company’s actual results to be materially different from any results expressed
      or implied by the proforma calculations. Borrower shall submit compliance
      reporting, a ratio calculation worksheet and Borrower's construction budget
      estimate financing model for each store(s) being financed.

     

    (c)
      Each
      Advance shall be evidenced by a Note, Commercial Security Agreement,
      Disbursement Request and Authorization and Agreement to Provide Insurance,
      or
      any other document deemed necessary by Lender;

     

    (d)
      Repayment terms of each advance shall be as follows: 

     

    Maximum
      term of 57 months, interest only for the first 9 months, then principal and
      interest payments monthly, fully amortizing for 48 months. Interest rate shall
      be Lender's Base Rate at time of the advance plus 0.25%;

     

    (e)
      Borrower shall apply all proceeds derived from any stock issuance by Borrower
      towards payment of the Advances under the Guidance Line;

     

    (f)
      Each
      advance will be subject to a $250.00 Loan Processing Fee;

     

    (g)
      This
      Guidance Line of Credit will expire on the Expiration Date. Accordingly,
      Borrower shall not request nor shall Lender make any Advances under the Guidance
      Line on any day after the Expiration Date.

    
       

      
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          Portions
          of this page have been omitted pursuant to a request for Confidential Treatment
          and filed separately with the Commission.

         

      

      
        
          
            Rubio’s
              Restaurants, Inc.-Line #583277

            Business
              Loan Agreement (04-2008)

          

        

        
          6

          
            

          

        

        
          
          

        

      

    

    ADDITIONAL
      EVENTS OF DEFAULT. 

     

    1.
      An
      event of default will exist if Borrower's *** .

     

    2.
      An
      event of default will exist if Borrower's *** .

     

    To
      cure a
      potential default on the above referenced items, Lender will permit Borrower
      to
      ***; Borrower has a five (5) business day period to cure either
      default.

     

     

    CONDITIONS
      TO CLOSING. Lender
      shall not be required to fund any Loans, arrange for issuance of any letters
      of
      credit or grant any other accommodation to or for the benefit of Borrower,
      unless the following conditions are satisfied:

     

    (a) All
      Loan
      Documents shall have been duly executed and delivered to Lender by each
      signatory thereto, and each Obligor shall be in compliance with all terms
      thereof.

     

    (b) Lender
      shall have received acknowledgments of all filings or recordations necessary
      to
      perfect its liens in the Collateral, as well as UCC and lien searches and other
      evidence satisfactory to Lender that such liens are the only liens upon the
      Collateral, except Permitted Liens and except as provided below in the Section
      titled “Post Closing Conditions”.

     

    (c) Lender
      shall have received copies of policies or certificates of insurance for the
      insurance policies carried by Borrower, all in compliance with this
      Agreement.

     

    (d) No
      Event
      of Default shall exist at the time of, or result from, such funding, issuance
      or
      grant.

     

    (e) Lender
      shall have received the written opinion of DLA Piper in form and substance
      reasonably satisfactory to Lender.

     

    (f) No
      event
      shall have occurred or circumstance exist that has or would reasonably be
      expected to have a material adverse effect on Borrower’s financial
      condition.

     

    (g) The
      representations and warranties of each Obligor in the Loan Documents shall
      be
      true and correct on the date of, and upon giving effect to, such funding,
      issuance or grant (except for representations and warranties that expressly
      relate to an earlier date).

     

    (h) Lender
      shall have received a certificate of a duly authorized officer of each Obligor,
      certifying (i) that attached copies of such Obligor’s organizational
      documents are true and complete, and in full force and effect, without amendment
      except as shown; (ii) that an attached copy of resolutions authorizing
      execution and delivery of the Loan Documents is true and complete, and that
      such
      resolutions are in full force and effect, were duly adopted, have not been
      amended, modified or revoked, and constitute all resolutions adopted with
      respect to this credit facility; and (iii) to the title, name and signature
      of each Person authorized to sign the Loan Documents. Agent may conclusively
      rely on this certificate until it is otherwise notified by the applicable
      Obligor in writing.

     

    (i) Lender
      shall have received good standing certificates for each Obligor, issued by
      the
      Secretary of State or other appropriate official of such Obligor’s jurisdiction
      of organization and each jurisdiction where such Obligor’s conduct of business
      necessitates qualification.

     

    POST
      CLOSING CONDITIONS. The
      Borrower shall deliver or cause to be delivered to the Lender the following
      documents, in form and substance satisfactory to Lender, within the prescribed
      time period set forth below (failure to timely comply with such covenants shall
      result in an immediate Event of Default under this Agreement):

     

    (a) Within
      10
      days of the Loan Date, an acknowledgment/consent executed by Bank of America
      and
      any beneficiary to a letter of credit issued by Bank of America, in form and
      substance satisfactory to Lender, acknowledging Bank of America’s release of any
      security interest and existing liens (other than Permitted Liens) relating
      to
      any issued letter of credit, and consenting to the replacement of any such
      issued letter of credit by a new letter of credit issued by Lender.

     

    (b) Within
      45
      days of the Loan Date, either (1) evidence satisfactory to the Lender that
      the Borrower has closed those certain deposit accounts (other than payroll
      accounts) set forth on Schedule 5
      to the
      Disclosure Schedule, and transferred all funds therein to another deposit
      account(s) held by Lender, or (2) control agreements substantially
      establishing the Lender’s “control” (within the meaning of Section 8-106, 9-106
      or 9-104 of the UCC, as applicable) with respect to such deposit accounts set
      forth on Schedule 5
      to the
      Disclosure Schedule.

     

    MISCELLANEOUS
      PROVISIONS.
      The
      following miscellaneous provisions are a part of this Agreement:

     

    Amendments.
      This
      Agreement, together with any Related Documents, constitutes the entire
      understanding and agreement of the parties as to the matters set forth in this
      Agreement. No alteration of or amendment to this Agreement shall be effective
      unless given in writing and signed by the party or parties sought to be charged
      or bound by the alteration or amendment.

     

    Attorneys'
      Fees; Expenses.
      Borrower
      agrees to pay upon demand all of Lender's costs and expenses, including Lender's
      reasonable attorneys' fees and Lender's reasonable legal expenses, incurred
      in
      connection with the enforcement of this Agreement. Lender may hire or pay
      someone else to help enforce this Agreement, and Borrower shall pay the
      reasonable costs and expenses of such enforcement. Costs and expenses include
      Lender's reasonable attorneys' fees and legal expenses whether or not there
      is a
      lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings
      (including efforts to modify or vacate any automatic stay or injunction),
      appeals, and any anticipated post-judgment collection services. Borrower also
      shall pay all court costs and such additional fees as may be directed by the
      court.

     

    Caption
      Headings.
      Caption
      headings in this Agreement are for convenience purposes only and are not to
      be
      used to interpret or define the provisions of this Agreement.

    
      
         

        ***
          Portions
          of this page have been omitted pursuant to a request for Confidential Treatment
          and filed separately with the Commission.

         

      

      
        
          
            Rubio’s
              Restaurants, Inc.-Line #583277

            Business
              Loan Agreement (04-2008)

          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    Consent
      to Loan Participation.
      Borrower
      agrees and consents to Lender's sale or transfer, whether now or later, of
      one
      or more participation interests in the Loan to one or more purchasers, whether
      related or unrelated to Lender. Lender may provide, without any limitation
      whatsoever, to any one or more purchasers, or potential purchasers, any
      information or knowledge Lender may have about Borrower or about any other
      matter relating to the Loan, and Borrower hereby waives any rights to privacy
      Borrower may have with respect to such matters. Borrower additionally waives
      any
      and all notices of sale of participation interests, as well as all notices
      of
      any repurchase of such participation interests. Borrower also agrees that the
      purchasers of any such participation interests will be considered as the
      absolute owners of such interests in the Loan and will have all the rights
      granted under the participation agreement or agreements governing the sale
      of
      such participation interests. Borrower further waives all rights of offset
      or
      counterclaim that it may have now or later against Lender or against any
      purchaser of such a participation interest and unconditionally agrees that
      either Lender or such purchaser may enforce Borrower's obligation under the
      Loan
      irrespective of the failure or insolvency of any holder of any interest in
      the
      Loan. Borrower further agrees that the purchaser of any such participation
      interests may enforce its interests irrespective of any personal claims or
      defenses that Borrower may have against Lender.

     

    Confidentiality.
      Lender
      agrees to maintain the confidentiality of all Information (as defined below),
      except that Information may be disclosed (a) to its Affiliates and to its and
      its Affiliates’ respective partners, directors, officers, employees, agents,
      advisors and representatives (it being understood that the Persons to whom
      such
      disclosure is made will be informed of the confidential nature of such
      Information and instructed to keep such Information confidential); (b) to the
      extent requested by any regulatory authority purporting to have jurisdiction
      over it (including any self-regulatory authority, including but not limited
      to
      the Federal Deposit Insurance Corporation or the California Department of
      Financial Institutions); (c) to the extent required by Applicable Law or by
      any
      subpoena or similar legal process; (d) to any other party hereto; (e) in
      connection with the exercise of any remedies, the enforcement of any rights,
      or
      any action or proceeding relating to any Loan Documents; (f) subject to an
      agreement containing provisions substantially the same as those of this Section,
      to any transferee or any actual or prospective party (or its advisors) to any
      Bank Product; (g) with the consent of the Borrower; or (h) to the extent such
      Information (i) becomes publicly available other than as a result of a breach
      of
      this Section or (ii) becomes available to Lender or any of its Affiliates on
      a
      nonconfidential basis from a source other than Borrower. Notwithstanding the
      foregoing, Lender may issue and disseminate to the public general information
      describing this credit facility, including the name and address of Borrower
      and
      a general description of Borrower’s business, and may use Borrower’s name in
      advertising and other promotional materials. For purposes of this Section,
      “Information” means all information received from an Obligor or Subsidiary
      relating to it or its business, other than any information that is available
      to
      Lender on a nonconfidential basis prior to disclosure by the Obligor or
      Subsidiary, provided,
      however,
      that,
      in the case of information received from an Obligor or Subsidiary after the
      date
      hereof, such information is clearly identified at the time of delivery as
      confidential. Any Person required to maintain the confidentiality of Information
      pursuant to this Section shall be considered to have complied with its
      obligation to do so if such Person has exercised the same degree of care to
      maintain the confidentiality of such Information as such Person would accord
      to
      its own confidential information, but in no event less than commercially
      reasonable care. Lender acknowledges that (i) Information may include material
      non-public information concerning an Obligor or Subsidiary; (ii) it has
      developed compliance procedures regarding the use of material non-public
      information; and (iii) it will handle such material non-public information
      in
      accordance with Applicable Law, including federal and state securities
      laws.
      For
      purposes of this Section, “Affiliate” means with respect to any Person, another
      Person that directly, or indirectly through one or more intermediaries, Controls
      or is Controlled by or is under common Control with the Person specified. For
      purposes of this Section, “Control” means the possession, directly or
      indirectly, of the power to direct or cause the direction of the management
      or
      policies of a Person, whether through the ability to exercise voting power,
      by
      contract or otherwise (“Controlling” and “Controlled” have correlative
      meanings). 

     

    Governing
      Law. This
      Agreement will be governed by federal law applicable to Lender and, to the
      extent not preempted by federal law, the laws of the State of California without
      regard to its conflicts of law provisions. This Agreement has been accepted
      by
      Lender in the State of California.

     

    Choice
      of Venue.
      If there
      is a lawsuit, Borrower agrees upon Lender's request to submit to the
      jurisdiction of the courts of Los Angeles County, State of
      California.

     

    Waiver
      of Jury Trial. TO
      THE
      FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND LENDER HEREBY
      IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION,
      PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE)
      ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER RELATED DOCUMENT, THE
      OBLIGATIONS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR EITHER
      PARTY’S ACTIONS IN THE NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT HEREOF OR
      THEREOF. BORROWER AND LENDER EACH ACKNOWLEDGES THAT SUCH WAIVER IS MADE WITH
      FULL KNOWLEDGE AND UNDERSTANDING OF THE NATURE OF THE RIGHTS AND BENEFITS WAIVED
      HEREBY, AND WITH THE BENEFIT OF ADVICE OF COUNSEL OF ITS CHOOSING.

     

    Judicial
      Reference. The
      parties prefer that any dispute between them be resolved in litigation subject
      to a Jury Trial Waiver as set forth in this Agreement, but the California
      Supreme Court has held that such pre-dispute jury trial waivers are
      unenforceable. This section will be applicable until: (i) the California
      Supreme Court holds that a pre-dispute jury trial waiver provision similar
      to
      that contained in this Agreement is valid or enforceable; or (ii) the
      California Legislature passes legislation and the governor of the State of
      California signs into law a statute authorizing pre-dispute jury trial waivers
      and as a result such waivers become enforceable.

     

    Other
      than the exercise of provisional remedies (any of which may be initiated
      pursuant to applicable law), any controversy, dispute or claim (each, a “Claim”)
      between the parties arising out of or relating to this Agreement will be
      resolved by a reference proceeding in California in accordance with the
      provisions of Section 638 et seq. of the California Code of Civil Procedure
      (“CCP”), or their successor sections, which shall constitute the exclusive
      remedy for the resolution of any Claim, including whether the Claim is subject
      to the reference proceeding. Venue for the reference proceeding will be in
      the
      Superior Court or Federal District Court in Los Angeles County, California
      (the
“Court”).

     

    The
      referee shall be a retired Judge or Justice selected by mutual written agreement
      of the parties. If the parties do not agree, the referee shall be selected
      by
      the Presiding Judge of the Court (or his or her representative). A request
      for
      appointment of a referee may be heard on an ex
      parte
      or
      expedited basis, and the parties agree that irreparable harm would result if
      ex
      parte
      relief
      is not granted. The referee shall be appointed to sit with all the powers
      provided by law. Pending appointment of the referee, the Court has power to
      issue temporary or provisional remedies.

     

    The
      parties agree that time is of the essence in conducting the reference
      proceedings. Accordingly, the referee shall be requested, subject to change
      in
      the time periods specified herein for good cause shown, to (a) set the
      matter for a status and trial-setting conference within forty-five (45) days
      after the date of selection of the referee, (b) if practicable, try all
      issues of law or fact within one hundred twenty (120) days after the date of
      the
      conference and (c) report a statement of decision within twenty (20) days
      after the matter has been submitted for decision.

     

    The
      referee will have power to expand or limit the amount and duration of discovery.
      The referee may set or extend discovery deadlines or cutoffs for good cause,
      including a party’s failure to provide requested discovery for any reason
      whatsoever. Unless otherwise ordered based upon good cause shown, no party
      shall
      be entitled to “priority” in conducting discovery, depositions may be taken by
      either party upon ten (10) days written notice, and all other discovery shall
      be
      responded to within twenty (20) days after service. All disputes relating to
      discovery which cannot be resolved by the parties shall be submitted to the
      referee whose decision shall be final and binding.

    
       

      
        
          
            Rubio’s
              Restaurants, Inc.-Line #583277

            Business
              Loan Agreement (04-2008)

          

        

        
          8

          
            

          

        

        
          
          

        

      

    

    Except
      as
      expressly set forth in this Agreement, the referee shall determine the manner
      in
      which the reference proceeding is conducted including the time and place of
      hearings, the order of presentation of evidence, and all other questions that
      arise with respect to the course of the reference proceeding. All proceedings
      and hearings conducted before the referee, except for trial, shall be conducted
      without a court reporter, except that when any party so requests, a court
      reporter will be used at any hearing conducted before the referee, and the
      referee will be provided a courtesy copy of the transcript. The party making
      such a request shall have the obligation to arrange for and pay the court
      reporter. Subject to the referee’s power to award costs to the prevailing party,
      the parties will equally share the cost of the referee and the court reporter
      at
      trial.

     

    The
      referee shall be required to determine all issues in accordance with existing
      case law and the statutory laws of the State of California. The rules of
      evidence applicable to proceedings at law in the State of California will be
      applicable to the reference proceeding. The referee shall be empowered to enter
      equitable as well as legal relief, provide all temporary or provisional
      remedies, enter equitable orders that will be binding on the parties and rule
      on
      any motion which would be authorized in a trial, including without limitation
      motions for summary judgment or summary adjudication. The referee shall issue
      a
      decision pursuant to CCP Section 644 the referee’s decision shall be entered by
      the Court as a judgment or an order in the same manner as if the action had
      been
      tried by the Court. The final judgment or order or from any appealable decision
      or order entered by the referee shall be fully appealable as provided by law.
      The parties reserve the right to findings of fact, conclusions of laws, a
      written statement of decision, and the right to move for a new trial or a
      different judgment, which new trial, if granted, is also to be a reference
      proceeding under this provision.

     

    If
      the
      enabling legislation which provides for appointment of a referee is repealed
      (and no successor statute is enacted), any dispute between the parties that
      would otherwise be determined by reference procedure will be resolved and
      determined by arbitration. The arbitration will be conducted by a retired judge
      or Justice, in accordance with the California Arbitration Act Section 1280
      through Section 1294.2 of the CCP as amended from time to time. The limitations
      with respect to discovery set forth above shall apply to any such arbitration
      proceeding.

     

    THE
      PARTIES RECOGNIZE AND AGREE THAT ALL DISPUTES RESOLVED UNDER THIS REFERENCE
      PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING
      (OR
      HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH
      PARTY KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREES THAT THIS
      REFERENCE PROVISION WILL APPLY TO ANY DISPUTE BETWEEN THEM WHICH ARISES OUT
      OF
      OR IS RELATED TO THIS AGREEMENT.

     

    No
      Waiver by Lender.
      Lender
      shall not be deemed to have waived any rights under this Agreement unless such
      waiver is given in writing and signed by Lender. No delay or omission on the
      part of Lender in exercising any right shall operate as a waiver of such right
      or any other right. A waiver by Lender of a provision of this Agreement shall
      not prejudice or constitute a waiver of Lender's right otherwise to demand
      strict compliance with that provision or any other provision of this Agreement.
      No prior waiver by Lender, nor any course of dealing between Lender and
      Borrower, or between Lender and any Grantor, shall constitute a waiver of any
      of
      Lender's rights or of any of Borrower's or any Grantor's obligations as to
      any
      future transactions. Whenever the consent of Lender is required under this
      Agreement, the granting of such consent by Lender in any instance shall not
      constitute continuing consent to subsequent instances where such consent is
      required and in all cases such consent may be granted or withheld in the sole
      discretion of Lender.

     

    Integration.
      The
      parties agree that (a) this Agreement, together with all of the Related
      Documents, represents the final agreement between the parties, and therefore
      incorporates all negotiations of the parties hereto (b) there are no unwritten
      oral agreements between the parties, and (c) this Agreement may not be
      contradicted by evidence of any prior, contemporaneous, or subsequent oral
      agreements or understandings of the parties.

     

    Notices.
      Any
      notice required to be given under this Agreement shall be given in writing,
      and
      shall be effective when actually delivered, when actually received by
      telefacsimile (unless otherwise required by law), when deposited with a
      nationally recognized overnight courier, or, if mailed, when deposited in the
      United States mail, as first class, certified or registered mail postage
      prepaid, directed to the addresses shown near the beginning of this Agreement.
      Any party may change its address for notices under this Agreement by giving
      formal written notice to the other parties, specifying that the purpose of
      the
      notice is to change the party's address. For notice purposes, Borrower agrees
      to
      keep Lender informed at all times of Borrower's current address. Unless
      otherwise provided or required by law, if there is more than one Borrower,
      any
      notice given by Lender to any Borrower is deemed to be notice given to all
      Borrowers.

     

    Severability.
      If a
      court of competent jurisdiction finds any provision of this Agreement to be
      illegal, invalid, or unenforceable as to any circumstance, that finding shall
      not make the offending provision illegal, invalid, or unenforceable as to any
      other circumstance. If feasible, the offending provision shall be considered
      modified so that it becomes legal, valid and enforceable. If the offending
      provision cannot be so modified, it shall be considered deleted from this
      Agreement. Unless otherwise required by law, the illegality, invalidity, or
      unenforceability of any provision of this Agreement shall not affect the
      legality, validity or enforceability of any other provision of this
      Agreement.

     

    Subsidiaries
      and Affiliates of Borrower.
      To the
      extent the context of any provisions of this Agreement makes it appropriate,
      including without limitation any representation, warranty or covenant, the
      word
      "Borrower" as used in this Agreement shall include all of Borrower's
      subsidiaries and affiliates. Notwithstanding the foregoing however, under no
      circumstances shall this Agreement be construed to require Lender to make any
      Loan or other financial accommodation to any of Borrower's subsidiaries or
      affiliates.

     

    Successors
      and Assigns.
      All
      covenants and agreements by or on behalf of Borrower contained in this Agreement
      or any Related Documents shall bind Borrower's successors and assigns and shall
      inure to the benefit of Lender and its successors and assigns. Borrower shall
      not, however, have the right to assign Borrower's rights under this Agreement
      or
      any interest therein, without the prior written consent of Lender.

     

    Survival
      of Representations and Warranties.
      Borrower
      understands and agrees that in extending Loan Advances, Lender is relying on
      all
      representations, warranties, and covenants made by Borrower in this Agreement
      or
      in any certificate or other instrument delivered by Borrower to Lender under
      this Agreement or the Related Documents. Borrower further agrees that regardless
      of any investigation made by Lender, all such representations, warranties and
      covenants will survive the extension of Loan Advances and delivery to Lender
      of
      the Related Documents, shall be continuing in nature, shall be deemed made
      and
      redated by Borrower at the time each Loan Advance is made, and shall remain
      in
      full force and effect until such time as Borrower's Indebtedness shall be paid
      in full, or until this Agreement shall be terminated in the manner provided
      above, whichever is the last to occur.

     

    Time
      is of the Essence.
      Time is
      of the essence in the performance of this Agreement.

    
       

      
        
          
            Rubio’s
              Restaurants, Inc.-Line #583277

            Business
              Loan Agreement (04-2008)

          

        

        
          9

          
            

          

        

        
          
          

        

      

    

    Patriot
      Act Notice. Lender
      hereby notifies Borrower that pursuant to the requirements of the Patriot Act,
      Lender is required to obtain, verify and record information identifying
      Borrower, including Borrower’s legal name, address, tax ID number and other
      information that will allow Lender to identify Borrower in accordance with
      the
      Patriot Act. Lender will also require information regarding each personal
      guarantor, if any, and may require information regarding Borrower’s management
      and owners, such as legal name, address, social security number and date of
      birth.

     

    DEFINITIONS.
      The
      following capitalized words and terms shall have the following meanings when
      used in this Agreement. Unless specifically stated to the contrary, all
      references to dollar amounts shall mean amounts in lawful money of the United
      States of America. Words and terms used in the singular shall include the
      plural, and the plural shall include the singular, as the context may require.
      Words and terms not otherwise defined in this Agreement shall have the meanings
      attributed to such terms in the Uniform Commercial Code. Accounting words and
      terms not otherwise defined in this Agreement shall have the meanings assigned
      to them in accordance with generally accepted accounting principles as in effect
      on the date of this Agreement: 

     

    Advance.
      The word
      "Advance" means a disbursement of Loan funds made, or to be made, to Borrower
      or
      on Borrower's behalf on a line of credit or multiple advance basis under the
      terms and conditions of this Agreement. 

     

    Agreement.
      The word
      "Agreement" means this Business Loan Agreement, as this Business Loan Agreement
      may be amended or modified from time to time, together with all exhibits and
      schedules attached to this Business Loan Agreement from time to time.


     

    Anti-Terrorism
      Laws. The
      words
“Anti-Terrorism laws” mean any laws relating to terrorism or money laundering,
      including the Patriot Act.

     

    Base
      Rate. The
      word
“Base Rate” means at any time, the rate of interest per annum equal to the
“Prime Rate” as reported from time to time in The Wall Street Journal; each
      change in the “Prime Rate” shall be effective from and including the date such
      change is reported.  In the event that such Prime Rate is not available at
      such time for any reason, “Prime Rate” shall mean a rate of interest per annum
      publicly announced from time to time by any banking institution selected by
      the
      Lender in its sole discretion as its prime rate.  The Base Rate is not
      necessarily the lowest rate charged by Lender on its loans and is set by Lender
      in its sole discretion.

     

    Borrower.
      The word
      "Borrower" means Rubio's Restaurants, Inc., a Delaware corporation and includes
      all co-signers and co-makers signing the Note and all their successors and
      assigns.

     

    Collateral
      Description.
      The word
      "Collateral" as used in this Agreement means the following described property,
      whether now owned or hereafter acquired, whether now existing or hereafter
      arising, and wherever located, in which Borrower is giving to Lender a security
      interest for the payment of the Indebtedness and performance of all other
      obligations under the Note, the Security Agreement, and this
      Agreement:

     

    All
      present and future right, title and interest of Borrower in and to, without
      limitation, all: personal and fixture property of every kind and nature
      including without limitation all goods (including inventory, equipment and
      any
      accessions thereto), instruments (including promissory notes), documents,
      accounts (including health care insurance receivables), chattel paper (whether
      tangible or electronic), deposit accounts, letter of credit rights (whether
      or
      not the letter of credit is evidenced by a writing), commercial tort claims,
      securities and all other investment property, supporting obligations, any other
      contract rights or rights to the payment of money, insurance claims and
      proceeds, tort claims, and all general intangibles including, without
      limitation, all payment intangibles, patents, patent applications, trademarks,
      trademark applications, trade names, copyrights, copyright applications,
      software, engineering drawings, service marks, customer lists, goodwill, and
      all
      licenses, permits, agreements of any kind or nature pursuant to which the Debtor
      possesses, uses or has authority to possess or use property (whether tangible
      or
      intangible) of others or others possess, use or have authority to possess or
      use
      property (whether tangible or intangible) of the Borrower, and all recorded
      data
      of any kind or nature, regardless of the medium of recording including, without
      limitation, all software, writings, plans, specifications and schematics. With
      respect to any term used herein that is defined in either (i) Article 9 of
      the
      Uniform Commercial Code as in force in the jurisdiction in which this agreement
      was signed by Borrower at the time that it was signed, or (ii) Article 9 as
      in
      force at any relevant time in the jurisdiction in which the financing statement
      is filed, the meaning to be ascribed thereto with respect to any particular
      item
      of property shall be that under the more encompassing of the two
      definitions. In
      addition, the word "Collateral" also includes all the following, whether now
      owned or hereafter acquired, whether now existing or hereafter arising, and
      wherever located:

     

    (A)
      All
      accessions, attachments, accessories, replacements of and additions to any
      of
      the collateral described herein, whether added now or later.

     

    (B)
      All
      products and proceeds of any of the property described in this Collateral
      section.

     

    (C)
      All
      accounts, general intangibles, instruments, rents, monies, payments, and all
      other rights, arising out of a sale, lease, consignment or other disposition
      of
      any of the property herein described.

     

    (D)
      All
      proceeds (including insurance proceeds) from the sale, destruction, loss, or
      other disposition of any of the property herein described and sums due from
      a
      third party who has damaged or destroyed the Collateral or from that party's
      insurer, whether due to judgment, settlement or other process.

     

    (E)
      All
      records and data relating to any of the property herein described whether in
      the
      form of a writing, photograph, microfilm, microfiche, or electronic media,
      together with all of Borrower's right, title, and interest in and to all
      computer software required to utilize, create, maintain, and process any such
      records or data on electronic media.

     

    For
      purposes of clarity, the word “Collateral” shall include the Company’s interests
      in the leases and the equipment for its existing and future restaurant units
      only to the extent allowed by and in accordance with the terms and conditions
      of
      such leases. 

     

    Credit
      Agreement. The
      word
“Credit Agreement” means that certain Business Loan Agreement entered into among
      Borrower and Lender dated May 13, 2008 (as the same may be amended or modified
      from time to time, together with all exhibits and schedules attached to such
      Credit Agreement from time to time) pursuant to which Lender provided Borrower
      certain financial accommodations.

     

    Disclosure
      Schedule.
      The word
“Disclosure Schedule” means that certain Disclosure Schedule drafted by Borrower
      in connection with this Agreement and the Credit Agreement.

     

    Environmental
      Laws.
      The
      words "Environmental Laws" mean any and all state, federal and local statutes,
      regulations and ordinances relating to the protection of human health or the
      environment, including without limitation the Comprehensive Environmental
      Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section
      9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act
      of
      1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act,
      49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act,
      42
      U.S.C. Section 6901, et seq., Chapters 6.5 through 7.7 of Division 20 of the
      California Health and Safety Code, Section 25100, et seq., or other applicable
      state or federal laws, rules, or regulations adopted pursuant
      thereto.

    
       

      
        
          
            Rubio’s
              Restaurants, Inc.-Line #583277

            Business
              Loan Agreement (04-2008)

          

        

        
          10

          
            

          

        

        
          
          

        

      

    

    Event
      of Default.
      The
      words "Event of Default" mean any of the events of default set forth in this
      Agreement in the default section of this Agreement.

     

    Expiration
      Date. The
      words
“Expiration Date” shall mean May 13, 2010.

     

    GAAP.
      The word
      "GAAP" means generally accepted accounting principles. 

     

    Grantor.
      The word
      "Grantor" means each and all of the persons or entities granting a Security
      Interest in any Collateral for the Loan, including without limitation all
      Borrowers granting such a Security Interest. 

     

    Guarantor.
      The word
      "Guarantor" means any guarantor, surety, or accommodation party of any or all
      of
      the Loan.

     

    Guaranty.
      The word
      "Guaranty" means the guaranty from Guarantor to Lender, including without
      limitation a guaranty of all or part of the Note.

     

    Hazardous
      Substances.
      The
      words "Hazardous Substances" mean materials that, because of their quantity,
      concentration or physical, chemical or infectious characteristics, may cause
      or
      pose a present or potential hazard to human health or the environment when
      improperly used, treated, stored, disposed of, generated, manufactured,
      transported or otherwise handled. The words "Hazardous Substances" are used
      in
      their very broadest sense and include without limitation any and all hazardous
      or toxic substances, materials or waste as defined by or listed under the
      Environmental Laws. The term "Hazardous Substances" also includes, without
      limitation, petroleum and petroleum by-products or any fraction thereof and
      asbestos.

     

    Indebtedness.
      The word
      "Indebtedness" means the indebtedness evidenced by the Note or Related
      Documents, including all principal and interest together with all other
      indebtedness and costs and expenses for which Borrower is responsible under
      this
      Agreement or under any of the Related Documents.

     

    Lender.
      The word
      "Lender" means Pacific Western Bank, its successors and assigns. 

     

    Loan.
      The word
      "Loan" means any and all loans and financial accommodations from Lender to
      Borrower whether now or hereafter existing, and however evidenced, including
      without limitation those loans and financial accommodations described herein
      or
      described on any exhibit or schedule attached to this Agreement from time to
      time.

     

    Loan
      Date.
      The word
“Loan Date” means May 13, 2008.

     

    Loan
      Documents. The
      word
“Loan Documents” means this Agreement, the Credit Agreement, and all Related
      Documents.

     

    Maturity
      Date. The
      word
“Maturity Date” means for each Advance made under this Agreement, a date no
      later than 57 months after the date on which such Advance is made.

     

    Note.
      The word
      "Note" means the Note from time to time executed by Borrower, together with
      all
      renewals of, extensions of, modifications of, refinancings of, consolidations
      of, and substitutions for the note or this Agreement.

     

    Obligor.
      The
      word
“Obligor” means Borrower, Guarantor, or other Person that is liable for payment
      of any Obligations or that has granted a Lien in favor of Agent on its assets
      to
      secure any Obligations.

     

    Patriot
      Act. The
      words
“Patriot Act” means and refers to Uniting
      and Strengthening America by Providing Appropriate Tools Required to Intercept
      and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272
      (2001).

     

    Permitted
      Acquisition.
      Any
      acquisition that conforms to all of the following requirements: (i) the assets,
      division or line of business to be acquired is primarily in a substantially
      similar line of business as the Borrower’s, (ii) the assets, division or line of
      business to be acquired shall be used towards expansion of Borrower’s existing
      business operations, or the establishment of the Borrower’s future Rubio’s
      restaurant units, (iii) all transactions related to such acquisition shall
      be
      consummated in accordance with applicable law; and (iv) all such assets,
      divisions or lines of business acquired shall be (a) owned directly by Borrower
      or any Guarantor that has granted a Security Interest to Lender, and (b) subject
      to Lender’s Security Interest under the Loan Documents.

     

    Permitted
      Liens.
      The
      words "Permitted Liens" mean (1) liens and security interests securing
      Indebtedness owed by Borrower to Lender; (2) liens for taxes, assessments,
      or
      similar charges either not yet due or being contested in good faith; (3) liens
      of materialmen, mechanics, warehousemen, or carriers, or other like liens
      arising in the ordinary course of business and securing obligations which are
      not yet delinquent or are being contested in good faith by appropriate
      proceedings and Borrower shall have established on Borrower’s books adequate
      reserves with respect to such contested lien or claim in accordance with GAAP;
      (4) purchase money liens or purchase money security interests upon or in any
      property acquired or held by Borrower in the ordinary course of business to
      secure indebtedness outstanding on the date of this Agreement or permitted
      to be
      incurred under the paragraph of this Agreement titled "Indebtedness and Liens";
      (5) liens and security interests which, as of the date of this Agreement, have
      been disclosed to and approved by the Lender in writing, including the liens
      and
      security interests, if any, of the landlords for the Company’s existing and
      future restaurant units; and (6) those liens and security interests which in
      the
      aggregate constitute an immaterial and insignificant monetary amount with
      respect to the net value of Borrower's assets; and (7) liens not to exceed
      ***
      in the
      aggregate (i) upon or in any equipment acquired or held by the Borrower to
      secure the purchase price of such equipment or indebtedness incurred solely
      for
      the purpose of financing the acquisition or lease of such equipment, or (ii)
      existing on such equipment at the time of its acquisition, provided that the
      lien is confined solely to the property so acquired and improvements thereon,
      and the proceeds of such equipment.

     

    Person.
      The
      word
“Person” means any individual, corporation, limited liability company,
      partnership, joint venture, joint stock company, land trust, business trust,
      unincorporated organization, Governmental Authority or other entity.


     

    Related
      Documents.
      The
      words "Related Documents" mean all notes, credit agreements, loan agreements,
      environmental agreements, guaranties, security agreements, mortgages, deeds
      of
      trust, security deeds, collateral mortgages, disclosure schedules and all other
      instruments, agreements and documents, whether now or hereafter existing,
      executed in connection with this Loan or the Credit Agreement.

     

    
      ***
        Portions
        of this page have been omitted pursuant to a request for Confidential Treatment
        and filed separately with the Commission.

       

      
        
          
            Rubio’s
              Restaurants, Inc.-Line #583277

            Business
              Loan Agreement (04-2008)

          

        

        
          11

          
            

          

        

        
          
          

        

      

    

    Security
      Agreement.
      The
      words "Security Agreement" mean and include without limitation any agreements,
      promises, covenants, arrangements, understandings or other agreements, whether
      created by law, contract, or otherwise, evidencing, governing, representing,
      or
      creating a Security Interest. 

     

    Security
      Interest.
      The
      words "Security Interest" mean, without limitation, any and all types of
      collateral security, present and future, whether in the form of a lien, charge,
      encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop
      pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's
      lien, equipment trust, conditional sale, trust receipt, lien or title retention
      contract, lease or consignment intended as a security device, or any other
      security or lien interest whatsoever whether created by law, contract, or
      otherwise. 

     

    Subsidiaries.
      The word
“Subsidiaries” means, collectively, Rubio's Promotions, Inc., an Arizona
      corporation, and Rubio's Restaurants of Nevada, Inc., a Nevada
      corporation.

     

    UCC.
      The
      word
“UCC” means Uniform Commercial Code.

     

    
       

      
        
          
            Rubio’s
              Restaurants, Inc.-Line #583277

            Business
              Loan Agreement (04-2008)

          

        

        
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    BORROWER
      ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT
      AND
      BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED MAY 13,
      2008.

     

    BORROWER:

     

    RUBIO'S
      RESTAURANTS, INC., A DELAWARE CORPORATION

     

    


    
      	
              By:
                /s/
                Daniel E.
                Pittard                                              
                

              Daniel
                E. Pittard, President/CEO of Rubio's 

              Restaurants,
                Inc., a Delaware corporation

            	
              By:
                /s/
                Frank
                Henigman                                    
                

              Frank
                Henigman, Chief Financial Officer of 

              Rubio's
                Restaurants, Inc., a Delaware
                corporation

            


    

    


     

    LENDER:

     

    PACIFIC
      WESTERN BANK

     

    


    By:
      /s/
      Eric E. Baird, VP______________________

    Authorized
      Signer

    


     

     

    

      S-1

      Business
        Loan Agreement (Line #583277)