AMENDMENT NO. 1 TO SECOND AMENDED
AND
RESTATED CREDIT
AGREEMENT
THIS AMENDMENT
NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
“Agreement”) is entered into as of the
_____ day of August, 2007, by and among (a) REAL MEX
RESTAURANTS, INC. , formerly known as Acapulco Acquisition
Corp., a Delaware corporation (“Real Mex”), ACAPULCO
RESTAURANTS, INC. , a Delaware corporation (“ARI”),
EL TORITO FRANCHISING COMPANY , a Delaware corporation
(“ETFI”), EL TORITO RESTAURANTS, INC. , a
Delaware corporation (“ETRI”), TARV ,
INC., a California corporation (“TARV”),
ACAPULCO RESTAURANT OF VENTURA, INC. , a California
corporation (“ARV”), ACAPULCO RESTAURANT OF
WESTWOOD, INC. , a California corporation (“ARW”),
ACAPULCO MARK CORP. , a Delaware corporation
(“AMC”), MURRAY PACIFIC , a California
corporation (“MP”), ALA DESIGN, INC. , a
California corporation (“ALAD”), REAL MEX FOODS,
INC. , formerly known as ALA Foods, Inc., a California
corporation (“RMF”), ACAPULCO RESTAURANT OF DOWNEY,
INC. , a California corporation (“ARD”),
ACAPULCO RESTAURANT OF MORENO VALLEY, INC. , a California
corporation (“AMV”), EL PASO CANTINA, INC. , a
California corporation (“EPC”), CKR ACQUISITION
CORP. , a Delaware corporation (“CKR”), CHEVYS
RESTAURANTS, LLC , a Delaware limited liability company
(“Chevys”; and collectively with Real Mex, ARI, ETFI,
ETRI, TARV, ARV, ARW, AMC, MP, ALAD, RMF, ARD, AMV, EPC and CKR,
the “Borrowers”), (b) the lending institutions
party hereto as Lenders, and (c) GENERAL ELECTRIC CAPITAL
CORPORATION as agent and administrative agent (the
“Agent”) for itself and such lending
institutions.
WHEREAS, the Borrowers, Lenders, and Agent
entered into a Second Amended and Restated Revolving Credit
Agreement, dated as of January 29, 2007 (as amended, restated,
supplemented or otherwise modified from time to time, the
“Credit Agreement”; unless otherwise defined herein,
capitalized terms used herein that are not otherwise defined herein
shall have the respective meanings assigned to such terms in the
Credit Agreement);
WHEREAS, Borrowers have requested that the Agent
and the Majority Lenders amend certain provisions of the Credit
Agreement; and
WHEREAS, The Agent and Majority Lenders agree to
amend certain provisions of the Credit Agreement upon the terms and
subject to conditions set forth herein.
NOW THEREFORE, in the consideration of the
premises and the mutual agreements set forth, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. Amendments . Borrowers, Agent
and the Majority Lenders hereby agree that Section 11.3 of
the Credit Agreement is hereby amended and restated to read in its
entirety as follows:
“Cash Flow Ratio. The Borrowers will not permit the Cash Flow
Ratio, determined for any Measurement Period ending during any
period, or ending on the last day of the fiscal quarter which ends
nearest to the calendar quarter end date, described in the table
below, to be less than the ratio set forth opposite such period in
such table:
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Period
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(inclusive of
end dates)
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Ratio
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January 1,
2006-June 30, 2007
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1.70 to
1.00
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January 1,
2008 and thereafter
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1.70 to
1.00
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For the avoidance of doubt, compliance with the
Cash Flow Ratio will not be tested for the fiscal quarters ending
September 20, 2007 and December 31,
2007.”
2. Conditions . The effectiveness
of this Amendment is subject to the execution and delivery to the
Agent by the Borrowers named as signatories hereto and the Majority
Lenders of their respective counterparts of the
Amendments.
3. Representations and Warranties.
The Borrowers represent and warrant to the Lende
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