NOW THEREFORE, in the consideration of the premises and the mutual agreements set forth, thereceipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree asfollows:1. Amendments. Borrowers, Agent and the Majority Lenders hereby agree that Section11.3 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:“Cash Flow Ratio. The Borrowers will not permit the Cash Flow Ratio, determined forany Measurement Period ending during any period, or ending on the last day of the fiscal quarterwhich ends nearest to the calendar quarter end date, described in the table below, to be less thanthe ratio set forth opposite such period in such table:   Period  (inclusive of end dates) Ratio   January 1, 2006-June 30, 2007 1.70 to 1.00January 1, 2008 and thereafter 1.70 to 1.00For the avoidance of doubt, compliance with the Cash Flow Ratio will not be tested for thefiscal quarters ending September 20, 2007 and December 31, 2007.”2. Conditions. The effectiveness of this Amendment is subject to the execution anddelivery to the Agent by the Borrowers named as signatories hereto and the Majority Lenders oftheir respective counterparts of the Amendments.3. Representations and Warranties. The Borrowers represent and warrant to the Lendersand the Agents as follows.(a) Except where a failure thereof would not have a Materially Adverse Effect, the execution,delivery and performance of this Amendment (i) is within the corporate authority of such Person,(ii) has been duly authorized by all necessary corporate proceedings, (iii) does not conflict withor result in any breach of contravention of any provision of law, statute, rule or regulation towhich any of the Borrowers of any of their Subsidiaries is subject or any judgment, order, writ,injunction, license of permit applicable to any of the Borrowers or any of their Subsidiaries and(iv) does not conflict with any provision of the corporate charter of bylaws of, or any agreementor other instrument binding upon, any of the Borrowers or any of their Subsidiaries.(b) The execution and delivery of this Amendment will result in valid and legally bindingobligation of such Person enforceable against it in accordance with the respective terms andprovisions hereof and thereof, except as enforceability is limited by bankruptcy, insolvency,reorganization, moratorium or other laws relating to or affecting generally the enforcement ofcreditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of thecourt before which any proceeding therefore may be brought.
 
 

 
(c) Except as set forth on Schedule 8.2 of the Credit Agreement and where a failure thereofwould not have a Materially Adverse Effect, the execution, delivery and performance by each of theBorrowers and their Subsidiaries of the Amendment, does not require the approval or consent of, orfiling with, any governmental agency or authority other than those already obtained.(d) Each of the representations and warranties of any of the Borrowers and their Subsidiariescontained in the Credit Agreement, the other Loan documents or in any document or instrumentdelivered pursuant to or in connection with the Credit Agreement shall be true as of the dated asof which they were made and shall also be true at and as of the time and after giving effect tothis Amendment, with the same effect as if made at and as of that time (except to the extent ofchanges resulting from transactions contemplated or permitted by the Credit Agreement and the otherLoan or Documents and changes occurring in the ordinary course of business that singly of in theaggregate are not materially adverse, and to the extent that such representations and warrantiesrelate expressly to an earlier date) and except for the Specified Default no Default or Event ofDefault shall have occurred and be continuing.4. Execution in Counterparts. This Amendment may be executed in any number ofcounterparts and by different parties hereto in separate counterparts, each of which when soexecuted and delivered shall be deemed to be an original and all of which when taken together shallconstitute but one and the same instrument.5. Continuing Effect of the Credit Agreement. Except as expressly set forth herein,this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, orotherwise affect the rights and remedies of the Lenders, the Agents or the Borrowers under theCredit Agreement and shall not alter, modify, amend or in any way affect any of the terms,conditions, obligations, covenants or agreements contained in the Credit Agreement, all of whichare ratified and affirmed in all respects and shall continue in full force and effect. Nothingherein shall be deemed to entitle the Borrowers to a consent to, or a waiver, amendment,modification or other change of, any of the terms, conditions, obligations, covenants or agreementscontained in the Credit Agreement in similar or different circumstances. This Agreement shall applyand be effective only with respect to the provisions of the Credit Agreement specifically referredto herein. After the effectiveness of this Agreement, any reference to the Credit Agreement shallmean the Credit Agreement as amended and modified hereby.6. Cost and Expenses. As provide in Section 8.1 of the Credit Agreement,Borrowers agree to reimburse Agent in connection with this Amendment for all fees, cost, andexpenses incurred by or on behalf of the Agent, including, without limitation, reasonable fees,costs, client charges and expenses of counsel for the Agent.
 
 

 
7. Applicable Law.  THIS AMENDMENT IS A CONTRACT UNDER THE LAWS OF THE STATE OFILLINOIS AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OFSAID STATE OF ILLINOIS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW).8. Headings. Headings herein are included herein for convenience of reference only andshall not constitute a part hereof for any other purpose or be given any substantive effect.9. Loan Document.  This Amendment shall constitute a Loan Document.[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
 
 

 
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered bytheir respective officers thereunto duly authorized as of the date first written above.     REAL MEX RESTAURANTS, INC.  ACAPULCO RESTAURANTS, INC.  EL TORITO FRANCIHISING COMPANY  EL TORITO RESTAURANTS, INC.  TARV, INC.  ACAPULCO RESTAURANT OF VENTURA, INC.  ACAPULCO RESTAURANT OF WESTWOOD, INC.  ACAPULCO MARK CORP.  MURRAY PACIFIC  ALA DESIGN, INC.  REAL MEX FOODS, INC.  ACAPULCO RESTAURANT OF DOWNEY INC.  ACAPULCO RESTAURANT OF MORENO VALLEY INC.  EL PASO CANTINA, INC.  CKR ACQUISITION CORP.  CHEVYS RESTAURANTS, LLC         /s/ Steven Tanner   Steven Tanner   Chief Financial Officer         GENERAL ELECTRIC CAPITAL