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Exhibit 10.4  


AMENDMENT NO. 1 TO AMENDED AND RESTATED SECURITIES HOLDERS AGREEMENT  


        AMENDMENT NO. 1 (the "Amendment"), to the Amended and Restated Securities Holders Agreement, dated as of
June 28, 2000, by and among Acapulco Acquisition Corp. ("Acquisition Corp."), Bruckmann, Rosser, Sherrill & Co., L.P., Furman Selz
Investors II, L.P. and the other investors party thereto (the "Securities Holders Agreement"), is made as of this 28 day of November, 2001. 


Background  


        A.    Acquisition Corp. has requested that the Securities Holders Agreement be amended upon the terms and conditions contained herein. 


        B.    Defined
terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Securities Holders Agreement. 


Terms  


I.    AMENDMENTS  


        1.1.    Effective upon the closing (the "Closing") of the issuance and sale of shares of Series C
Cumulative Compounding Participating Preferred Stock, par value $.001 per share (the "Series C Preferred Stock") of
Acquisition Corp., Paragraph I of the section entitled "Background" set forth in the Securities Holders Agreement is hereby amended in its entirety to read as follows: 



"I.
As used herein, the term "Preferred Stock" shall mean the Senior Preferred Stock, the Junior Preferred Stock and the Series C Cumulative Compounding Participating Preferred Stock, par value
$.001 per share, the term "Common Stock" shall mean the Class A Common Stock and the Class B Common Stock, and the term "Securities" shall mean the Common Stock, the Preferred Stock, and
the Warrants held by any party hereto (including New Securities), including shares of Common Stock, Preferred Stock, Warrants and all other securities of Acquisition Corp. (or a successor to
Acquisition Corp.) received on account of ownership of the Common Stock, Preferred Stock, or the Warrants, including all securities issued in connection with any merger, consolidation, stock dividend,
stock distribution, stock split, reverse stock split, stock combination, recapitalization, reclassification, subdivision, conversion or similar transaction in respect thereof, and all "Maintenance
Securities" (as defined in Section 3.4 hereof) received pursuant to an Investor's exercise of his, her or its Preemptive Rights (as defined in Section 3.4 hereof) pursuant to
Section 3.4 hereof. A reference to any class of Securities shall be deemed to include reference to all Securities issued in respect thereof." 




        1.2.    Effective
upon the Closing, the proviso in the last sentence of Section 3.4(a) of the Securities Holders Agreement is hereby amended in its entirety as follows: 



"provided, however, that no Options (or any other stock options, restricted stock or similar awards granted pursuant to any stock option or other
incentive compensation plan approved by the Board of Directors of Acquisition Corp.) shall be taken into account for purposes of clause (i) and (ii) above in determining such Investor's
Percentage Ownership." 




        1.3.    Effective
upon the Closing, Section 3.4 of the Securities Holders Agreement shall be amended by adding a new Section 3.4(f) immediately after
Section 3.4(e), as follows: 



"(f)    Notwithstanding
anything contained in this Section 3.4 to the contrary, only Investors who have demonstrated to Acquisition Corp.'s reasonable satisfaction that they are
"accredited investors" (as such term is defined in Rule 501 promulgated by the Securities and Exchange Commission under the Securities Act) shall have Preemptive Rights under this
Section 3.4." 









        1.4.    Effective
upon the Closing, Section 3.5 of the Securities Holders Agreement shall be deleted in its entirety. 


II.    MISCELLANEOUS  


        2.1.    The validity, performance, construction and effect of this Amendment shall be governed by and construed in accordance with the internal law of
New York, without giving effect to principles of conflicts of law, except to the extent that Delaware law shall be mandatorily applicable. Each party hereto, for itself and its successors and assigns,
irrevocably agrees that any suit, action or proceeding arising out of or relating to this Amendment shall be instituted only in the United States District Court for the Southern District of New York,
United States of America or in the absence of jurisdiction, the Supreme Court of New York located in New York City and generally and unconditionally accepts and irrevocably submits to the exclusive
jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby from which no appeal has been taken or is available in connection with this Amendment.
Each party, for itself and its successors and assigns, irrevocably waives any objection it may have now or hereafter to the laying of the venue of any such suit, action or proceeding, including,
without limitation, any objection based on the grounds of forum non conveniens, in the aforesaid courts. Each party for itself and its successors and assigns, irrevocably agrees that all process in
any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set
forth in Section 6.6 of the Securities Holders Agreement or at such other address of which the other parties shall have been notified in accordance with the provisions of Section 6.6 of
the Securities Holders Agreement, such service being hereby acknowledged by the parties to be effective and binding service in every respect. Nothing shall affect the right to serve process in any
other manner permitted by law. 


        2.2.    In
the event that any provision of this Amendment or the application of any provision hereof is declared to be illegal, invalid or otherwise unenforceable by a court of
competent jurisdiction, the remainder of this Amendment shall not be affected except to the extent necessary to delete such illegal, invalid or unenforceable provision unless that provision held
invalid shall substantially impair the benefits of the remaining portions of this Amendment. 



        2.3.    Except
as expressly amended hereby, the Securities Holders Agreement is and shall remain in full force and effect, and no amendment in respect of any term or condition
of the Securities Holders Agreement shall be deemed to be an amendment in respect of any other term or condition contained in the Securities Holders Agreement. 


        2.4.    This
Amendment may be executed in two or more counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original, and all of which taken together shall constitute one and the same instrument. 


[signature page follows]








        IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first written above. 



	 	 	ACAPULCO ACQUISITION CORP.
	

 	
 	

By:	

/s/ George P. Harbison
 Name: George P. Harbison

Title: CFO
	

 	
 	

BRUCKMANN, ROSSER, SHERRILL & CO., L.P.
	

 	
 	

By:	

BRS Partners, Limited Partnership, the general partner
	

 	
 	

By:	

BRSE Associates, Inc., its general partner
	

 	
 	

By:	

/s/ Stephen C. Sherrill
 Stephen C. Sherrill

Executive Vice President
	

 	
 	

 	

 
	

 	
 	

BRUCKMANN, ROSSER, SHERRILL & CO. II L.P.
	

 	
 	

By:	

BRSE, L.L.C., the general partner
	

 	
 	

By:	

/s/ Stephen C. Sherrill
 Name: Stephen C. Sherrill

Title:
	

 	
 	

 	

 
	

 	
 	

BRUCKMANN, ROSSER, SHERRILL & CO., INC.
	

 	
 	

By:	

/s/ Bruce C. Bruckman
 Name: Bruce C. Bruckman

Title:
	

 	
 	

 	

/s/ Harold O. Rosser II
 Harold O. Rosser II
	

 	
 	

 	

/s/ Stephen C. Sherrill
 Stephen C. Sherrill
	

 	
 	

 	

/s/ Donald Bruckman
 Donald Bruckman
	 	 	 	 









	

 	
 	

 	

/s/ H. Virgil Sherrill
 H. Virgil Sherrill
	

 	
 	

 	

/s/ Nancy Zweng
 Nancy Zweng

        New York, NY 10028
	

 	
 	

 	

/s/ Paul D. Kaminski
 Paul D. Kaminski
	

 	
 	

 	

/s/ John R. Edmonds
 John R. Edmonds
	

 	
 	

 	

/s/ Marilena Tibrea
 Marilena Tibrea
	

 	
 	

 	

/s/ Julie Frist
 Julie Frist
	

 	
 	

BCB FAMILY PARTNERS, L.P.
	

 	
 	

By:	

Bruce C. Bruckmann, General Partner
	

 	
 	

By:	

/s/ Bruce C. Bruckman
 Name: Bruce C. Bruckmann

Title: General Partner
	

 	
 	

NAZ FAMILY PARTNERS. L.P.
	

 	
 	

By:	

Nancy Zweng, General Partner
	

 	
 	

By:	

/s/ Nancy Zweng
 Nancy Zweng

General Partner
	

 	
 	

FURMAN SELZ INVESTORS II, L.P.
	

 	
 	

By:	

FS PRIVATE INVESTMENTS L.L.C., Manager
	

 	
 	

By:	

/s/ Brian P. Friedman
 Brian P. Friedman

Managing Member
	

 	
 	

FS EMPLOYEE INVESTORS L.L.C.
	

 	
 	

By:	

FS PRIVATE INVESTMENTS L.L.C., Manager
	 	 	 	 









	

 	
 	

By:	

/s/ Brian P. Friedman
 Brian P. Friedman

Managing Member
	

 	
 	

FS PARALLEL FUND LP
	

 	
 	

By:	

FS PRIVATE INVESTMENTS LLC, Manager
	

 	
 	

By:	

/s/ Brian P. Friedman
 Brian P. Friedman

Managing Member
	

 	
 	

 	

/s/ Roy L. Furman
 Name: Roy L. Furman
	

 	
 	

 	

/s/ David S. Harris
 Name: David S. Harris
	

 	
 	

BANCBOSTON INVESTMENTS INC.
	

 	
 	

By:	

 
	

 	
 	

By:	

/s/ Theresa A. Nibi
 Name: Theresa A. Nibi

Title: Director
	

 	
 	

CANTERBURY MEZZANINE CAPITAL, L.P.,
	

 	
 	

By:	

Canterbury Capital, L.L.C., General Partner
	

 	
 	

By:	

/s/ Patrick Turner
 Name: Patrick Turner

Title: Member












	 	 	CANTERBURY DETROIT PARTNERS, L.P.
	

 	
 	

By:	

Canterbury Detroit, L.L.C., General Partner
	

 	
 	

By:	

/s/ Patrick Turner
 Name: Patrick Turner

Title: Member
	

 	
 	

CANTERBURY MEZZANINE CAPITAL II, L.P.
	

 	
 	

By:	

Canterbury Capital II, L.L.C., its general partner
	

 	
 	

By:	

/s/ Patrick Logan
 Name: Patrick Logan

Title: Member
	

 	
 	

BLACKSTONE MEZZANINE PARTNERS L.P.
	

 	
 	

By:	

Blackstone Mezzanine Associates, L.P., its general partner
	

 	
 	

By:	

Blackstone Mezzanine Management Associates L.L.C., its general partner
	

 	
 	

By:	

/s/ Salvatore Gentile
 Name: Salvatore Gentile

Title: Member
	

 	
 	

BLACKSTONE MEZZANINE HOLDINGS L.P.
	

 	
 	

By:	

Blackstone Mezzanine Associates, L.P., its general partner
	

 	
 	

By:	

Blackstone Mezzanine Management Associates L.L.C., its general partner
	

 	
 	

By:	

/s/ Salvatore Gentile
 Name: Salvatore Gentile

Title: Member
	

 	
 	

 	

/s/ Fortunato N. Valenti
 Name: Fortunato N. Valenti
	

 	
 	

 	

/s/ Richard C. Stockinger
 Name: Richard C. Stockinger
	

 	
 	

 	

/s/ Richard C. Cattani
 Name: Richard C. Cattani
	 	 	 	 









	

 	
 	

 	

/s/ Paul C. Emmett
 Name: Paul C. Emmett
	

 	
 	

 	

/s/ Edward J. Sirhal
 Name: Edward J. Sirhal
	

 	
 	

 	

/s/ Joseph Polidora
 Name: Joseph Polidora
	

 	
 	

 	

/s/ Peter E. Wyss
 Name: Peter E. Wyss
	

 	
 	

 	

/s/ Charles Lewis Lamonica
 Name: Charles Lewis-Lamonica
	

 	
 	

 	

/s/ John M. Forrest
 Name: John M. Forrest
	

 	
 	

 	

/s/ Frederick F. Wolfe, Jr.
 Name: Frederick F. Wolfe, Jr.
	

 	
 	

 	

/s/ James W. Finnerty
 Name: James W. Finnerty
	

 	
 	

 	

/s/ Kenneth S. Gordon
 Name: Kenneth S. Gordon
	

 	
 	

 	

/s/ Laurence B. Jones
 Name: Laurence B. Jones
	

 	
 	

 	

/s/ Victor F. Broceaux
 Name: Victor F. Broceaux
	

 	
 	

 	

/s/ Gordon Rose
 Name: Gordon Rose
	

 	
 	

 	

/s/ Ira James
 Name: Ira James
	

 	
 	

 	

/s/ Michael Corioso
 Name: Michael Corioso
	

 	
 	

 	

/s/ Raymond Garcia
 Name: Raymond Garcia
	

 	
 	

 	

/s/ Javier Fernandez
 Name: Javier Fernandez
	 	 	 	 









	

 	
 	

 	

/s/ Sergio Ramos
 Name: Sergio Ramos
	

 	
 	

 	

/s/ Geroge Theisen
 Name: George Theisen
	

 	
 	

 	

/s/ John O' Neill
 Name: John O'Neil
	

 	
 	

 	

/s/ George Harbison
 Name: George Harbison
	

 	
 	

 	

/s/ Frank Guidara
 Name: Frank Guidara
	

 	
 	

 	

/s/ Charles Rink
 Name: Charles Rink
	

 	
 	

 	

/s/ Stacey Franscella
 Name: Stacey Franscella
	

 	
 	

 	

Joachim Splichal and

Christina Splichal, Co-trustees

of the Splichal Living Trust

dated 1/3/97
	

 	
 	

 	

/s/ Christina Splichal
 Christina Splichal
	

 	
 	

 	

/s/ Joachim Splichal
 Joachim Splichal
	

 	
 	

 	

/s/ Jesus Munoz
 Jesus Munoz
	

 	
 	

 	

/s/ Peter Burt
 Peter Burt
	

 	
 	

 	

/s/ Madelaine Bergen
 Madelaine Bergen
	

 	
 	

 	

/s/ Pepe Lopez
 Pepe Lopez
	

 	
 	

 	

/s/ Frank Moreno
 Frank Moreno
	

 	
 	

 	

/s/ Daniel Navarro
 Daniel Navarro
	 	 	 	 









	

 	
 	

 	

/s/ John Gianoulis
 John Gianoulis
	

 	
 	

 	

/s/ William Neumann
 William Neumann
	

 	
 	

 	

/s/ Bruce Napoli
 Bruce Napoli
	

 	
 	

 	

/s/ Mark Carter
 Mark Carter
	

 	
 	

 	

/s/ Arturo Chagollan
 Arturo Chagollan
	

 	
 	

 	

/s/ Oscar Torres
 Oscar Torres
	

 	
 	

 	

/s/ Fouad Ziady
 Fouad Ziady
	

 	
 	

 	

/s/ Mark Phillips
 Mark Phillips













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Exhibit 10.4 Amendments No. 1 to Amended and Restated Securities Holders Agreement, dated as of November 28, 2001