Exhibit 10.2
 LIMITED WAIVER, CONSENT AND AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT
 Amendment RM
RESTAURANT HOLDING CORP. Holdings REAL MEX RESTAURANTS, INC. Company THE BANKS, FINANCIAL INSTITUTIONS AND OTHER
ENTITIES PARTY HERETO FROM TIME TO TIME AS LENDERS CREDIT SUISSE, CAYMAN ISLANDS BRANCH, Administrative Agent
 RECITALS
 Credit Agreement
 Cocina SCSF
Cantinas KKR Canpartners Exchange
Agreement Exchange
 Revolver
Borrowers Annex A Revolving Credit Agreement Amendment Annex B Opco Intercreditor Agreement
Amendment Annex C Holdco Intercreditor Agreement
Amendment




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Definitions in Credit Agreement; etc.
 Limited Waiver
   provided
  2




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Consents and Acknowledgements
     Amendments
   Change of Control 
  Co-Investors 
  3




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 Consolidated Funded Indebtedness  minus plus
  Eligible Assignee 
  Interest Payment Date 
  Permitted Holders 
  Restricted Payment 
    Amendment Effective Date 
  4




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 Canpartners 
  Cocina 
  Exchange Agreement 
  Exchange Fee Agreement 
  KKR 
  Management Services Agreements 
  New Equity Documents 
  Release and Satisfaction 
  SCSF Cantinas 
  Stockholder Rights Agreement 
  A. Rate of Interest .
   5




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No Material Adverse Change
  provided that
      6.5 Financial Covenants
 A. Maximum Leverage Ratio
  6




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Fiscal Quarter Ending
    
    RatioSeptember 30, 2006
    
    4.75 to 1.00December 31, 2006 through March 31, 2007
    
    4.50 to 1.00June 30, 2007 through December 31, 2007
    
    4.25 to 1.00March 31, 2008 through June 30, 2008
    
    4.00 to 1.00September 30, 2008
    
    4.15 to 1.00December 31, 2008 and thereafter
    
    5.75 to 1.00
 B. Minimum Interest Coverage Ratio
 Fiscal Quarter Ending
    
    RatioSeptember 30, 2006 through December 31, 2006
    
    2.00 to 1.00March 31, 2007 through December 31, 2007
    
    2.15 to 1.00March 31, 2008 through September 30, 2008
    
    2.30 to 1.00December 31, 2008 and thereafter
    
    1.50 to 1.00
 C. Capital Expenditures provided however Test Year provided further that
  7




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D. Certain Calculations provided that
  provided that
    8




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Intercreditor Agreement
    9




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Directions to the Administrative Agent
 Conditions Amendment
Effective Date
    Schedule 6(d)
      10




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Representations and Warranties
     Execution in Counterparts
  11




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Continuing Effect of the Credit Agreement
 Governing Law
 Headings
 Loan Document
 Reaffirmation
   12




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REAL MEX RESTAURANTS, INC.By:
    /s/ Steven L. TannerName:
    Steven L. TannerTitle:
    Chief Financial Officer RM RESTAURANT HOLDING CORP.By:
    /s/ Steven L. TannerName:
    Steven L. TannerTitle:
    Chief Financial Officer Signature Page to Limited Waiver, Consent and Amendment to Credit Agreement




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CREDIT SUISSE, CAYMAN ISLANDS BRANCH, 
as Administrative Agent and a LenderBy:
    /s/ Mikhail FaybusovichName:
    Mikhail FaybusovichTitle:
    Vice PresidentBy:
    /s/ Christopher Reo DayName:
    Christopher Reo DayTitle:
    Associate Signature Page to Limited Waiver, Consent and Amendment to Credit Agreement




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COCINA FUNDING CORP., L.L.C., as a LenderBy:
    Farallon Capital Management, L.L.C., its ManagerBy:
    /s/ Raj PatelName:
    Raj PatelTitle:
    Managing Member Notice for Addresses:Attention:Fax:Email:
 Signature Page to Limited Waiver, Consent and Amendment to Credit Agreement




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KKR FINANCIAL CLO 2005-2, LTD.,
as a LenderBy:
    /s/ Geoffrey M. JonesName:
    Geoffrey M. JonesTitle:
    Authorized Signatory Notice for Addresses:Attention:Fax:Email:
 Signature Page to Limited Waiver, Consent and Amendment to Credit Agreement




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CANPARTNERS INVESTMENTS IV, LLC, 
as a LenderBy:
    /s/ Mitchell R. JulisName:
    Mitchell R. JulisTitle:
    Managing Partner Notice for Addresses:Attention:Fax:Email:
 Signature Page to Limited Waiver, Consent and Amendment to Credit Agreement




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ACKNOWLEDGMENT, CONSENT AND REAFFIRMATION




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ACAPULCO RESTAURANTS, INC.EL TORITO FRANCHISING COMPANYEL TORITO RESTAURANTS, INC.TARV, INC.ACAPULCO RESTAURANT OF VENTURA, INC.ACAPULCO RESTAURANT OF WESTWOOD, INC.ACAPULCO MARK CORP.MURRAY PACIFICALA 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
 By:
    /s/ Steven L. TannerName:
    Steven L. TannerTitle:
    Chief Financial Officer Signature Page to Acknowledgment, Consent and Reaffirmation