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Exhibit 10.5  


AMENDMENT NO. 2 TO AMENDED AND RESTATED SECURITIES HOLDERS AGREEMENT  


        AMENDMENT NO. 2 (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, as amended (the "Securities Holders Agreement"), is made as of this 23rd day of
September, 2002. 


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  


ARTICLE I AMENDMENTS  


        1.1.  Section 3.4(c)
of the Securities Holders Agreement is hereby amended in its entirety to read as follows: 




"3.4(c)    Notwithstanding
the foregoing, no Investor shall be entitled to purchase Maintenance Securities as contemplated by this Section 3.4 (and no Section 3.4 Notice
shall be required) in connection with (i) the grant or exercise of options to purchase Common Stock Equivalents, or the issuance of shares of Common Stock Equivalents, to employees, officers
and directors of Acquisition Corp. or any of its subsidiaries pursuant to any employee benefit plan, incentive award program or other employee compensation arrangement, plan or program so long as the
number of such Common Stock Equivalents do not exceed 17.5% of the number of shares of Common Stock (on a fully diluted basis) immediately following the Closing, (ii) the issuance of
Section 3.4 Preferred Stock or Common Stock Equivalents upon the conversion, exercise or exchange of, or as required by the terms of, outstanding securities (other than securities issued in
violation of this Agreement), in accordance with their original terms (including, without limitation, the issuance of shares of Common Stock upon the exercise of any Warrants), (iii) the
issuance of Section 3.4 Preferred Stock or Common Stock Equivalents pursuant to any stock split, stock dividend or other similar stock recapitalization, (iv) any underwritten public
offering and (v) the issuance of Common Stock Equivalents to any person other than BRS, FSI or any of their respective Affiliates that represent, in the aggregate on a fully diluted basis, less
than 15% of the Common Stock outstanding on a fully diluted basis immediately following the Closing. Notwithstanding the foregoing, Canterbury Mezzanine II, Blackstone Partners and Blackstone Holdings
shall not be entitled to purchase Maintenance Securities as contemplated by this Section 3.4 in connection with the issuance of Common Stock Equivalents if the antidilution provisions set forth
in Section 12 of their respective Warrant Agreements adjust the terms of the Warrants as a result of the issuance of such Common Stock Equivalents." 





        1.2.  Exhibit A
to the Securities Holders Agreement is hereby amended in its entirety and replaced with Exhibit A hereto. 


        1.3.  Section 1.1
of the Amendment shall become effective upon its execution by (i) the Investors described in Section 6.1 (i), (ii), (iii), (iv),
(v) and (vi) of the Securities Holders Agreement and (ii) the Investors holding a majority of the outstanding shares of Common Stock on a fully diluted basis (as such term is used
in Section 6.1 of the Securities Holders Agreement). 


        1.4.  Section 1.2
of the Amendment shall become effective upon the issuance and sale to Frederick Wolfe of 325 shares of Series C 15% Cumulative Compounding
Participating Preferred Stock, par value 










$0.001,
pursuant to a Restricted Stock Agreement, dated as of the date hereof, by and between Acquisition Corp. and Frederick Wolfe. 


ARTICLE II WAIVER  


        2.1.  Each
Investor hereby waives notice contemplated by Section 3.4 of the Securities Holders Agreement in connection with the proposed issuance to Frederick Wolfe to
acquire options of 13,000 shares of Common Stock. 


ARTICLE III MISCELLANEOUS  


        3.1.  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. 


        3.2.  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. 



        3.3.  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. 


        3.4.  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 pages follow]








        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 Bruckmann	
 	

 
	

 	
 	

/s/ H. Virgil Sherrill
 H. Virgil Sherrill	
 	

 
	

 	
 	

/s/ Nancy Zweng
 Nancy Zweng	
 	

 
	

 	
 	

/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
 Theresa A. Nibi

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 Turner
 Name: Patrick Turner

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/ George Theisen
 Name: George Theisen	
 	

 
	

 	
 	

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

 
	

 	
 	

/s/ George Harbison
 Name: George Harbison	
 	

 
	

 	
 	

/s/ Frank Guidara
 Name: Frank Guidara	
 	

 
	

 	
 	

/s/ Charles Rink
 Name: Charles Rink	
 	

 
	

 	
 	

/s/ Joachim Spichal
 Joachim Splichal and

Christina Splichal, Co-trustees of the Splichal Living Trust dated 1/3/97	
 	

 
	

 	
 	

/s/ Christina Spichal
 Christina Splichal	
 	

 
	

 	
 	

/s/ Joachim Splichal
 Joachim Splichal	
 	

 
	

 	
 	

/s/ Sonia Ibarra
 Sonia Ibarra	
 	

 
	

 	
 	

/s/ Julee Ferguson
 Julee Ferguson	
 	

 
	

 	
 	

/s/ Leslie Ward
 Leslie Ward	
 	

 
	

 	
 	

/s/ Patrick Turner
 Patrick Turner	
 	

 
	

 	
 	

/s/ Joseph Kaufman
 Joseph Kaufman	
 	

 
	

 	
 	

Steven K. Wallace Family Trust	
 	

 
	

 	
 	

/s/ Steven Wallace
 Steven Wallace	
 	

 
	

 	
 	

/s/ Susan K. Nastasi
 Susan K. Nastasi	
 	

 
	 	 	 	 	 	 









	

 	
 	

/s/ Beverly Place
 Beverly Place	
 	

 
	

 	
 	

/s/ Elizabeth McShane
 Elizabeth McShane	
 	

 













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Exhibit 10.5 Amendedment No. 2 to Amended and Restated Securities Holders Agreement, dated as of September 23, 2003