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Exhibit 4.4    
    


SECOND SUPPLEMENTAL INDENTURE  


        SECOND SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of January 10, 2005, among Chevys
Restaurants, LLC, a Delaware limited liability company (the "Guaranteeing Subsidiary"), a subsidiary of Real Mex Restaurants, Inc. (or its
permitted successor), a Delaware corporation (the "Company"), the Company, the other Guarantors (as defined in the Indenture referred to herein) and
Wells Fargo Bank, N.A., as Trustee under the Indenture referred to below (the "Trustee"). 


WITNESSETH  


        WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the "Indenture"), dated as
of March 31, 2004 providing for the issuance of 10% Senior Secured Notes due 2004 (the "Notes"); 


        WHEREAS,
the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
Guaranteeing Subsidiary shall unconditionally guarantee all of the Company's Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the
"Note Guarantee"); and 


        WHEREAS,
pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. 


        NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee
mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 



        1.    CAPITALIZED TERMS.    Capitalized terms used herein without definition shall have the meanings assigned to them
in the Indenture. 


        2.    AGREEMENT TO GUARANTEE.    The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on
the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 11 thereof. 



        3.    NO RECOURSE AGAINST OTHERS.    No past, present or future director, officer, employee, incorporator, stockholder
or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indenture or this
Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of
the SEC that such a waiver is against public policy. 



        4.    NEW YORK LAW TO GOVERN.    THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS
SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 


        5.    COUNTERPARTS.    The parties may sign any number of copies of this Supplemental Indenture. Each signed copy
shall be an original, but all of them together represent the same agreement. 



        6.    EFFECT OF HEADINGS.    The Section headings herein are for convenience only and shall not affect the
construction hereof. 


        7.    THE TRUSTEE.    The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity
or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company. 



[signature page follows] 








        IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. 



	Dated: January 10, 2005	 	 	 	 
	 	 	 	 	 
	 	 	CHEVYS RESTAURANTS, LLC
	

 	
 	

 	

 	

 
	 	 	By:	/s/  CHARLES RINK      

	 	 	 	Name:	Charles Rink
	 	 	 	Title:	President
	

 	
 	

 	

 	

 
	 	 	REAL MEX RESTAURANTS, INC.
	

 	
 	

 	

 	

 
	 	 	By:	/s/  FREDERICK F. WOLFE      

	 	 	 	Name:	Frederick F. Wolfe
	 	 	 	Title:	President
	

 	
 	

 	

 	

 
	 	 	ACAPULCO RESTAURANTS, INC.

EL TORITO RESTAURANTS, INC.

EL TORITO FRANCHISING COMPANY

ACAPULCO RESTAURANT OF VENTURA

ACAPULCO RESTAURANT OF WESTWOOD

ACAPULCO RESTAURANT OF DOWNEY

MURRAY PACIFIC

ACAPULCO RESTAURANTS OF ENCINITAS, INC

ACAPULCO RESTAURANT OF MORENO VALLEY, INC.

EL PASO CANTINA, INC.

REAL MEX FOODS, INC.

TARV, INC.

ALA DESIGN, INC.

ACAPULCO MARK CORP.

CKR ACQUISITION CORP.
	

 	
 	

 	

 	

 
	 	 	By:	/s/  FREDERICK F. WOLFE      

	 	 	 	Name:	Frederick F. Wolfe
	 	 	 	Title:	President
	

 	
 	

 	

 	

 
	 	 	WELLS FARGO BANK, N.A.

as Trustee
	

 	
 	

 	

 	

 
	 	 	By:	/s/  MADELIENA J. HALL      
 Authorized Signatory
	 	 	 	 	 














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Exhibit 4.4