Exhibit 4.1





EXHIBIT 4.1




REAL MEX RESTAURANTS, INC.,

EACH OF THE GUARANTORS PARTY HERETO




and




WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee




SECOND SUPPLEMENTAL INDENTURE




Dated as of July 27, 2011




To




INDENTURE

Dated as of July 7, 2009



 


 









 





SECOND SUPPLEMENTAL INDENTURE, dated as of July 27, 2011 (this “Second Supplemental
Indenture”), is entered into by and among Real Mex Restaurants, Inc., a Delaware corporation (the
“Company”), the undersigned Guarantors and Wells Fargo Bank, National Association, as Trustee (the
“Trustee”) under that certain Indenture, dated as of July 7, 2009, entered into by and among the
parties hereto and supplemented by that certain First Supplemental Indenture, dated as of June 28,
2010 entered into by and among the parties hereto (as so supplemented, the “Indenture”). This
Second Supplemental Indenture amends and supplements the Indenture as hereinafter provided. All
capitalized terms used but not defined herein shall have the meanings ascribed to them in the
Indenture.



W I T N E S S E T H:




WHEREAS, the Company and the Guarantors have heretofore executed and delivered to the Trustee
the Indenture, providing for the issuance of 14% Senior Secured Notes due 2013 (the “Notes”);



WHEREAS, Notes in the aggregate principal amount of $130,000,000 have been issued and are
outstanding;



WHEREAS, pursuant to Section 6.04 of the Indenture, Holders of a majority in aggregate
principal amount of the outstanding Notes (determined in accordance with Section 2.08 and 2.09 of
the Indenture) (the “Majority Holders”) by notice to the Trustee may on behalf of the Holders of
all of the Notes, waive an existing Default or Event of Default and its consequences under the
Indenture, subject to specified exceptions;



WHEREAS, the Majority Holders have duly notified the Trustee of their desire to waive certain
Defaults and Events of Defaults under the Indenture as hereinafter set forth and memorialize such
waivers in this Supplemental Indenture;



WHEREAS, pursuant to Section 9.02 of the Indenture, with the consent of the Majority Holders,
the Company and the Trustee may amend, supplement or otherwise modify the Indenture and waive any
existing Default or Event of Default or compliance with any provision of the Indenture subject to
specified exceptions;



WHEREAS, the Majority Holders have duly consented to and approved the waivers and amendments
set forth in this Second Supplemental Indenture;



WHEREAS, the Company has delivered or is delivering contemporaneously herewith to the Trustee
(i) copies of resolutions of the Board of Directors of the Company authorizing the execution of
this Second Supplemental Indenture, (ii) evidence of the written consent of the Majority Holders
set forth in the immediately preceding paragraph of this Second Supplemental Indenture, and (iii)
the Officer’s Certificate of the Company and an Opinion of Counsel described in Sections 7.02, 9.06
and 13.04 of the Indenture (such deliveries, the “Required Deliveries”); and


 


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WHEREAS, in connection with this Second Supplemental Indenture, the Company and Parent are
contemporaneously entering into certain amendments, consents, releases and waivers to certain of
their debt facilities, including (i) the Credit Agreement, (ii) the Second Amended and Restated
Credit Agreement, dated as of July 7, 2009, by and among the Company, Parent, the lenders party
thereto, and the administrative agent thereunder (as amended, the “Opco Unsecured Credit
Agreement”), and (iii) the Credit Agreement, dated as of July 7, 2009, by and among Parent, the
lenders party thereto, and the administrative agent thereunder (the “Holdco Unsecured Credit
Agreement”), together with certain other documents in connection with the foregoing.



NOW, THEREFORE, for and in consideration of the premises set forth herein, and for other good
and valuable consideration (the receipt of which is hereby acknowledged), the parties hereto hereby
agree as follows:



ARTICLE I

WAIVERS




SECTION 1.1. Certain Waivers. Pursuant to Section 6.04 of the Indenture, the Majority
Holders have (i) duly notified the Trustee of their determination to irrevocably waive certain
Defaults and Events of Default, and the consequences thereof, under the Indenture and (ii)
consented to, and instructed the Trustee to definitively memorialize and evidence in this Second
Supplemental Indenture, such waivers. Accordingly, as of the Effective Date (as defined in Section
3.1 below), the following Defaults and Events of Default are hereby irrevocably waived for all
purposes under the Indenture:



(a) any breach or violation of the Indenture (and any resulting or existing Default or Event
of Default) arising from the failure of the Company to comply with: 




(i) Section 2.12 of the Indenture in connection with the Company’s failure to, within
the time periods specified in Section 2.12 of the Indenture, (A) fix a subsequent special
record date and payment date for the defaulted interest on the Notes, (B) notify the Trustee
in writing of the amount of defaulted interest proposed to by paid on each Note and the date
of the proposed payment, and (C) mail to Holders a notice that states the special record
date, the related payment date and the amount of such interest to be paid, in each case with
respect to the foregoing (A), (B) and (C), with respect to the payment of defaulted interest
on the Notes being made by the Company on or about the time of the effectiveness of this
Second Supplemental Indenture;




(ii) Clause (c) of Section 4.04 (Compliance Certificate) of the Indenture in connection
with (A) the Company’s failure to make the payment of interest on the Notes due July 1, 2011
and (B) the Company’s failure to comply with the financial covenant set forth in Section
4.23 of the Indenture for the measurement period ending June 26, 2011; and




(iii) Section 4.23 of the Indenture for the measurement period ending June 26, 2011
(the “Test Date”) with respect to the Company’s failure to have on the Test Date
Consolidated Cash Flow of not less than $32.0 million for the 12-month period
then ended; provided, however, that such waiver shall be effective solely from the Test
Date through the effectiveness of this Second Supplemental Indenture, including Section 2.6
hereof;


 


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(b) any existing Default or Event of Default which may be deemed, or otherwise claimed, to
have occurred pursuant to Section 6.01(9)(E) of the Indenture solely as a result of the Company’s
failure to make the interest payment on the Notes due on July 1, 2011 on such date; and



(c) any Default or Event of Default which may or may have (1) resulted from the consummation
or performance of the Second Supplemental Indenture Transactions (as defined below) or (2) resulted
from any default, event of default, breach or violation of (i) the Credit Agreement , (ii) the Opco
Unsecured Credit Agreement or (iii) the Holdco Unsecured Credit Agreement, in each case, existing
as of the date hereof; provided that in the case of this sub-clause (c)(2), none of
the holders of such indebtedness (or their respective agents) under any of the foregoing agreements
takes any enforcement action in respect of any such default, event of default, breach or violation;



and, in each case, to the extent any of the foregoing breaches, violations, Defaults or Events of
Default give rise to a default or event of default under the Credit Agreement, the Opco Unsecured
Credit Agreement or the Holdco Unsecured Credit Agreement, including but not limited to Section
14.1(f) of the Credit Agreement, Section 7.2 of the Opco Unsecured Credit Agreement or Section 7.2
of the Holdco Unsecured Credit Agreement, any Default or Event of Default under Section 6.01 of the
Indenture arising as a result of any such defaults or events of default; provided
that, none of the holders of such indebtedness (or their respective agents) under any of
the foregoing agreements takes any enforcement action in respect of any such default, event of
default, breach or violation.



ARTICLE II

AMENDMENT TO THE INDENTURE




SECTION 2.1. Definition of Credit Agreement. Effective as of the Effective Date,
pursuant to Section 9.02 of the Indenture, the definition of the term “Credit Agreement” in Section
1.01 of the Indenture is amended and restated to read as follows:




“‘Credit Agreement’ means that certain Second Amended and Restated Credit Agreement,
dated January 29, 2007, as amended, restated or supplemented from time to time, by
and among the Company, General Electric Capital Corporation, as administrative agent
and as lender, and the other lenders party thereto from time to time, providing for
(1) up to $15.0 million of revolving credit borrowings and letters of credit (which
amount may be increased dollar for dollar to the extent the sum of the Last-Out
Participation and the Supplemental Last-Out Participation exceeds $5.0 million;
provided that the amount of such increase may not exceed $2.5 million) and
(2) a separate facility for up to $25.0 million of letters of credit (which amount
shall be reduced dollar for dollar to the extent the sum of the Last-Out
Participation and the Supplemental Last-Out Participation exceeds $5.0 million;
provided that the amount of such reduction may not exceed $2.5 million), in
each case, including any related notes, guarantees, collateral
documents, instruments and agreements executed in connection therewith, and in each
case as amended, restated, modified, renewed, refunded, replaced (whether upon or
after termination or otherwise) or refinanced (including by means of sales of debt
securities to institutional investors) in whole or in part from time to time.”


 


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SECTION 2.2. Definition of Permitted Debt. Effective as of the Effective Date,
pursuant to Section 9.02 of the Indenture, the definition of the term “Permitted Debt” in Section
1.01 of the Indenture is amended to change clause (1) thereof to read as follows:




“(1) the incurrence by the Company and any Subsidiary Guarantor of Indebtedness and
other obligations in respect of letters of credit, in each case, under Credit
Facilities; provided that, the aggregate principal amount at any one time
outstanding under such Credit Facilities shall not exceed (a) $15.0 million
outstanding at any time under this clause (1) for revolving loans and letters of
credit (which amount may be increased dollar for dollar to the extent the sum of the
Last-Out Participation and the Supplemental Last-Out Participation exceeds $5.0
million; provided that the amount of such increase may not exceed $2.5
million) and (b) $25.0 million outstanding at any time under this clause (1) with
respect to letters of credit (which amount shall be reduced dollar for dollar to the
extent the sum of the Last-Out Participation and the Supplemental Last-Out
Participation exceeds $5.0 million; provided that the amount of such
reduction may not exceed $2.5 million) (with letters of credit being deemed to have
a principal amount equal to the maximum potential liability of the Company and its
Restricted Subsidiaries thereunder);”



SECTION 2.3. Certain Other Definitions. Effective as of the Effective Date, pursuant
to Section 9.02 of the Indenture, Section 1.01 of the Indenture is amended to insert in
alphanumeric order the following definitions:




“‘Holdco Unsecured Credit Agreement’ means the Credit Agreement, dated as of July 7,
2009, by and among Parent, the lenders party thereto, and the administrative agent
thereunder as supplemented, modified, amended and amended and restated from time to
time.”




“‘Last-Out Participation” means the $5.0 million ‘Last-Out Participation’ as defined
in the Last-Out Loan Participation Agreement.




“‘Last-Out Loan Participation Agreement’ means the Last-Out Loan Participation
Agreement, dated as of the date of the Second Supplemental Indenture, by and between
Sun Cantinas Finance, LLC and GE Franchise Finance Commercial LLC, as in effect on
the date of the Second Supplemental Indenture.




“‘Opco Unsecured Credit Agreement’ means the Second Amended and Restated Credit
Agreement, dated as of July 7, 2009, by and among the Company, Parent, the lenders
party thereto, and the administrative agent thereunder, as supplemented, modified,
amended and amended and restated from time to time.”


 


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“‘Second Supplemental Indenture’ means that certain Second Supplemental Indenture,
dated as of July 27, 2011, entered into by and among the Company, the Guarantors and
the Trustee.”




“‘Second Supplemental Indenture Transactions’ means the transactions and other
actions and matters contemplated by (i) the Second Supplemental Indenture, (ii) the
Term Sheet attached as Annex A to the Second Supplemental Indenture and
(iii) the Transaction Checklist attached as Annex B to the Second
Supplemental Indenture, including, without limitation, the payment of all fees,
costs and expenses due and payable to all lenders, agents and trustees (and their
respective counsel) in connection with the foregoing”




“‘Supplemental Last-Out Participation’ has the meaning assigned to such term in the
Last-Out Loan Participation Agreement.”



SECTION 2.4. Incurrence of Indebtedness and Issuance of Preferred Stock. Effective as
of the Effective Date, pursuant to Section 9.02 of the Indenture, Section 4.09(b) of the Indenture
is amended by deleting the period at the end of such Section and inserting a semicolon in its place
and by adding immediately thereafter:




“provided, further, however, that the foregoing shall not apply to the incurrence of
Indebtedness pursuant to the Last-Out Participation or the Supplemental Last-Out
Participation.”



SECTION 2.5. Transactions with Affiliates. Effective as of the Effective Date,
pursuant to Section 9.02 of the Indenture, Section 4.11(b) of the Indenture is amended by (i)
deleting the word “and” at the end of clause (7) thereof, (ii) deleting the period at the end of
clause (8) thereof and inserting “; and” in its place and (iii) adding the following immediately
thereafter:




“(9) the Last-Out Participation and the Supplemental Last-Out Participation.”



SECTION 2.6. Minimum Consolidated Cash Flow. Effective as of the Effective Date,
pursuant to Section 9.02 of the Indenture, Section 4.23 of the Indenture is amended and restated to
read in its entirety as follows:




“Section 4.23 Minimum Consolidated Cash Flow. The Company will have beginning on
June 30, 2009, and as tested at the end of each fiscal quarter thereafter,
Consolidated Cash Flow for the 12-month period then ended of not less than $32,0
million, provided, however, that for the measurement period ending on June 26, 2011,
the Company will have Consolidated Cash Flow of not less than $26.5 million.”


 


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SECTION 2.7. Events of Default. Effective as of the Effective Date, pursuant to
Section 9.02 of the Indenture, the penultimate paragraph of Section 6.01 of the Indenture is
amended by (a) deleting the word “or” at the end of clause (10), (b) deleting the period at the end
of clause
(11) thereof and inserting “; or” in its place, and (c) by adding new clauses (12), (13) and
(14), which shall read as follows:




“(12) failure by the Company to submit to the Trustee and the beneficial holders of
a majority in aggregate principal amount of the outstanding Notes (which delivery
may be made through counsel to such holders) on or prior to September 15, 2011, a
reasonably detailed proposal to restructure the Company’s material debt arrangements
(the “Comprehensive Restructuring Plan”), accompanied by an Officers’ Certificate
certifying that such Comprehensive Restructuring Plan was prepared on a reasonable
basis and in good faith and is based on assumptions believed by the Company to be
reasonable at the time made and from the best information then reasonably available
to the Company;




(13) (i) failure by (a) the Company, (b) the beneficial holders of a majority in
aggregate principal amount of the outstanding Notes, (c) the majority lenders under
the Credit Agreement and (d) a majority of the holders of Parent common equity
interests to negotiate and execute a binding restructuring term sheet, plan support
agreement, lock-up agreement or similar agreement containing the substance of the
Comprehensive Restructuring Plan or another plan with respect to the Company’s
material debt arrangements on or prior to October 31, 2011 (any such agreement, a
‘Plan Agreement’) (it being understood and agreed that each beneficial holder whose
signature is required in order to satisfy the requirements of clause (i) of this
Section 6.01(13) shall have the right to determine, in its sole discretion, whether
or not to execute any such proposed Plan Agreement) or (ii) following the execution
of a Plan Agreement, failure by the Company to comply in all material respects with
the terms of the Plan Agreement, or to otherwise implement in all material respects
the Plan Agreement in accordance with the terms thereof, which failure, in the case
of this clause (ii) continues and has not been cured for a period of 10 days
following the Company’s receipt of written notice thereof from the Trustee or the
beneficial holders of a majority in aggregate principal amount of the outstanding
Notes; or




(14) failure by the Company to make any payment required by (i) the Letter
Agreement, dated as of July 27, 2011, by and between the Company and Schulte Roth &
Zabel LLP (as amended, the “SRZ Fee Agreement”), including without limitation, the
provisions of the second paragraph thereof, or (ii) the Bondholder Agreement, dated
as of July 27, 2011, by and among the Company and the beneficial holders of a
majority in aggregate principal amount of the outstanding Notes (the “Bondholder
Agreement”) (including, without limitation, any obligation of the Company to pay the
reasonable fees and expenses of the financial advisors to the Consenting Holders (as
defined therein)), which failure continues and has not been cured for a period of 3
Business Days following the Company’s receipt of written notice thereof.”


 


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SECTION 2.8. Acceleration. Effective as of the Effective Date, pursuant to Section
9.02 of the Indenture, the last sentence of the first paragraph of Section 6.02 of the Indenture is
amended and restated to read as follows:




“If any other Event of Default occurs and is continuing the Trustee or the Holders
of at least 25% in aggregate principal amount of the then outstanding notes may
declare all the Notes to due and payable immediately; provided, however, that,
notwithstanding anything to the contrary in the Notes, during the period beginning
on the Effective Date (as defined in the Second Supplemental Indenture) and ending
at 11:59 p.m. New York City time on October 31, 2011, the consent of the Holders of
at least 35% in aggregate principal amount of the then outstanding Notes shall be
required to declare all the Notes to be due and payable immediately.”



SECTION 2.9. Limitation on Suits. Effective as of the Effective Date, pursuant to
Section 9.02 of the Indenture, clause (2) of Section 6.06 of the Indenture is amended and restated
to read as follows:




“(2) Notwithstanding anything to the contrary in the Notes, during the period
beginning on Effective Date (as defined in the Second Supplemental Indenture) and
ending at 11:59 p.m. New York City time on October 31, 2011, Holders of at least 35%
in aggregate principal amount of the then outstanding Notes, and at all other times
Holders of at least 25% in aggregate principal amount of the then outstanding Notes,
make a written request to the Trustee to pursue the remedy;”



SECTION 2.10. Certain Other Matters. Effective as of the Effective Date, pursuant to
Section 9.02 of the Indenture, a new Section entitled “Section 13.14” is inserted immediately
following Section 13.13 of the Indenture. Such new Section 13.14 shall read as follows:




“SECTION 13.14. Certain Other Matters. Notwithstanding anything else to
the contrary contained herein, neither the Trustee nor any Holder shall have the
right to declare a Default or Event of Default or exercise any remedies hereunder in
respect of the performance or consummation of the Second Supplemental Indenture
Transactions, it being understood and agreed that no such performance or
consummation shall be considered a Default or Event of Default for any purpose
hereunder.”



ARTICLE III

CONDITIONS TO EFFECTIVENESS




SECTION 3.1. Effectiveness of Second Supplemental Indenture. This Second Supplemental
Indenture shall be deemed to be effective on the date (such date, the “Effective Date”) when each
of the following conditions is satisfied:




(a) the Trustee and the Company have executed this Second Supplemental Indenture,
following delivery of the Required Deliveries to the Trustee;


 


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(b) the Trustee shall have received the defaulted interest payment due from the
Company in respect of the interest payment due July 1, 2011; and




(c) the Trustee shall have received an Officers’ Certificate from the Company
certifying that simultaneously with or prior to the effectiveness of the Second
Supplemental Indenture, (i) the SRZ Fee Agreement and the Bondholder Agreement have
been fully executed and all amounts invoiced thereunder as of the date of such
Officers’ Certificate have been paid, (ii) the Company and the lenders under the
Credit Agreement, the Opco Unsecured Credit Agreement and the Holdco Unsecured
Credit Agreement have entered into and fully executed waivers and amendments, in
each case, in form and substance reasonably satisfactory to the beneficial holders
of a majority in aggregate principal amount of the outstanding Notes (as confirmed
by an e-mail from Schulte Roth & Zabel LLC, legal advisor to such beneficial
holders) (the “Transaction Waivers”), (iii) all conditions precedent to the
Transaction Waivers have been satisfied or waived and (iv) attaching true and
correct copies of the documents described on Schedule 1 attached hereto.



The parties agree that upon the Company making an irrevocable deposit of the payment referred to in
Section 3.1(b) above with the Trustee, such payment shall thereupon be deemed to have been
paid to the Holders for all purposes under the Indenture.



ARTICLE IV

GENERAL PROVISIONS




SECTION 4.1 Incorporation of Indenture. All the provisions of this Second Supplemental
Indenture shall be deemed to be incorporated in, and made a part of, the Indenture; and the
Indenture, as supplemented and amended by this Second Supplemental Indenture, shall be read, taken
and construed as one and the same instrument.



SECTION 4.2. Successors. All covenants and agreements in this Second Supplemental
Indenture by the Company and the Guarantors shall be binding upon and accrue to the benefit of
their successors. All covenants and agreements in this Second Supplemental Indenture by the Trustee
shall be binding upon and accrue to the benefit of its successors.



SECTION 4.3. Authorization; Enforceability. This Second Supplemental Indenture has
been duly authorized, executed and delivered by the Company and the Guarantors and constitute
legal, valid and binding obligations of the Company and Guarantors, enforceable in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors’ rights generally and subject to general principles of equity, regardless of
whether considered in a proceeding in equity or at law.



SECTION 4.4. Severability. In case any provision in this Second Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.


 


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SECTION 4.5. Benefits of Second Supplemental Indenture. Nothing in this Second
Supplemental Indenture, express or implied, shall give to any person, other than the parties hereto
and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy
or claim under this Second Supplemental Indenture.



SECTION 4.6. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND
BE USED TO CONSTRUE THIS SECOND 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.



SECTION 4.7. Counterparts. This Second Supplemental Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.



SECTION 4.8. Headings. The headings of the Articles and Sections of this Second
Supplemental Indenture are inserted for convenience of reference and shall not be deemed to be a
part thereof.



SECTION 4.9. The Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture
or for or in respect of the recitals contained herein, all of which recitals are made solely by the
Company and the Guarantors.



[Remainder of Page Intentionally Left Blank]



 


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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute
and deliver this Second Supplemental Indenture, as of the date first written above.



	 	 	 	 	 	 	 
	 	 	REAL MEX RESTAURANTS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	RM RESTAURANT HOLDING CORP.,

as Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	ACAPULCO MARK CORP.,

as Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	ACAPULCO RESTAURANT OF DOWNEY, INC.,

as Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	ACAPULCO RESTAURANT OF
MORENO VALLEY, INC.,

as Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	ACAPULCO RESTAURANT OF
VENTURA, INC.,

as Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






 


 









 





	 	 	 	 	 	 	 
	 	 	ACAPULCO RESTAURANT OF
WESTWOOD, INC.,

as Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	ACAPULCO RESTAURANTS, INC.,

as Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	ALA DESIGN, INC.,

as Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	CHEVYS RESTAURANTS, LLC,

as Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	CKR ACQUISITION CORP.,

as Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	EL PASO CANTINA, INC.,

as Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






 


 









 





	 	 	 	 	 	 	 
	 	 	EL TORITO FRANCHISING COMPANY,

as Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	EL TORITO RESTAURANTS, INC.,

as Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	MURRAY PACIFIC,

as Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	REAL MEX FOODS, INC.,

as Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TARV, INC.,

as Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






 


 









 





	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK,
NATIONAL ASSOCIATION,

as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 







 


 









 







Schedule 1





 


 









 







Annex A




Term Sheet




See attached.





 


 









 







Annex B




Transaction Checklist




See attached.