**Exhibit 4.2**

 

**FIRSTSUPPLEMENTAL INDENTURE**

 

FIRST SUPPLEMENTALINDENTURE (this “*Supplemental Indenture*”), datedas of November     2004, among CKR Acquisition Corp.,a Delaware corporation (the “*Guaranteeing Subsidiary*”),a subsidiary of Real Mex Restaurants, Inc. (or its permitted successor), aDelaware corporation (the “*Company*”), theCompany, 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 hasheretofore executed and delivered to the Trustee an indenture (the “*Indenture*”), dated as of March 31, 2004 providing forthe issuance of 10% Senior Secured Notes due 2004 (the “*Notes*”);

 

WHEREAS, the Indentureprovides that under certain circumstances the Guaranteeing Subsidiary shallexecute and deliver to the Trustee a supplemental indenture pursuant to whichthe Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’sObligations under the Notes and the Indenture on the terms and conditions setforth herein (the “*Note**Guarantee*”); and

 

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

 

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

 

1.                                       CAPITALIZEDTERMS. Capitalized terms used herein without definition shall have the meaningsassigned to them in the Indenture.

 

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

 

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

 

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

 

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

 

6.                                       EFFECTOF HEADINGS. The Section headings herein are for convenience only andshall not affect the construction hereof.

 

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

 

[*signature page follows*]

 

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

 
|   | Dated:  November 29, 2004              |                     |
|--------|--------------------------------------------------|--------------------------|
|   |                                             |
|   | CKR Acquisition  Corp.                           |
|   |                                             |
|   |                                             |
|   | By:                                              | /s/ Frederick F. Wolfe   |
|   |                                             | Name: Frederick F. Wolfe |
|   |                                             | 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.                             |
|   |                                             |
|   |                                             |
|   | 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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