AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

Retailer Agreement

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This Retailer Agreement involves

EL TORITO RESTAURANTS, INC. | REAL MEX RESTAURANTS, INC. | ACAPULCO RESTAURANTS, INC. | EL TORITO FRANCHISING COMPANY | ACAPULCO RESTAURANTS OF ENCINITAS, INC. | TARV, INC. | FLEET NATIONAL BANK

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Title: AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Governing Law: Delaware Date: 6/9/2004

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Exhibit 10.1

AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT

amended and restated as of March 31, 2004

by and among

REAL MEX RESTAURANTS, INC.
ACAPULCO RESTAURANTS, INC.
EL TORITO FRANCHISING COMPANY
EL TORITO RESTAURANTS, INC.
ACAPULCO RESTAURANTS OF ENCINITAS, INC.
TARV, INC.
ACAPULCO RESTAURANT OF VENTURA, INC.
ACAPULCO RESTAURANT OF WESTWOOD, INC.
ACAPULCO MARK CORP.
MURRAY PACIFIC
ALA DESIGN, INC.
REAL MEX FOODS, INC.
ACAPULCO RESTAURANT OF DOWNEY, INC.
ACAPULCO RESTAURANT OF MORENO VALLEY, INC.
EL PASO CANTINA, INC.

(collectively, the "Borrowers")

FLEET NATIONAL BANK
and the other financial institutions from time to time
listed on Schedule 1 hereto
(the "Lenders")

and

FLEET NATIONAL BANK, agent and administrative agent
(the "Agent")

with

FLEET SECURITIES, INC.,
Having Acted as Arranger

TABLE OF CONTENTS

			PAGE
1.	DEFINITIONS AND RULES OF INTERPRETATION		1
	1.1	Definitions	1
	1.2	Rules of Interpretation	19
2.	THE REVOLVING CREDIT FACILITY		20
	2.1	Commitment to Lend	20
	2.2	Commitment Fee	20
	2.3	Reduction of Total Revolving Credit Commitment	20
	2.4	The Revolving Credit Notes	21
	2.5	Interest on Revolving Credit Loans	21
	2.6	Requests for Revolving Credit Loans	21
	2.7	Conversion Options	22
	2.8	Funds for Revolving Credit Loans	22
3.	REPAYMENT OF THE REVOLVING CREDIT LOANS		23
	3.1	Maturity	23
	3.2	Mandatory Repayments of Revolving Credit Loans	23
	3.3	Optional Repayments of Revolving Credit Loans	23
4.	[INTENTIONALLY OMITTED]		24
5.	LETTERS OF CREDIT		24
	5.1	Letter of Credit Commitment	24
	5.2	Reimbursement Obligation of the Borrowers	25
	5.3	Letter of Credit Payments	25
	5.4	Obligations Absolute	26
	5.5	Reliance by Issuer	26
	5.6	Letter of Credit Fee	27
6.	CERTAIN GENERAL PROVISIONS		27
	6.1	Fees	27
	6.2	Funds for Payments	27
	6.3	Computations	28
	6.4	Inability to Determine Eurodollar Rate	29
	6.5	Illegality	29
	6.6	Additional Costs, etc	29
	6.7	Capital Adequacy	30
	6.8	Certificate	31
	6.9	Indemnity	31
	6.10	Interest After Default	32
	6.11	Concerning Joint and Several Liability of the Borrowers	32
7.	COLLATERAL SECURITY; COLLATERAL NOTES		34
	7.1	Security of Borrowers	34
	7.2	Collateral Notes	35
8.	REPRESENTATIONS AND WARRANTIES		35
	8.1	Corporate Authority	35
	8.2	Governmental Approvals	35
	8.3	Title to Properties; Leases	35
	8.4	Financial Statements and Projections	36
	8.5	No Material Changes, etc	36
	8.6	Laws, Licenses; Franchises, Patents, Copyrights, etc	37
	8.7	Litigation	37
	8.8	No Materially Adverse Contracts, etc	37
	8.9	Compliance with Other Instruments, etc	37
	8.10	Tax Status	37
	8.11	No Event of Default	38
	8.12	Holding Company and Investment Company Acts	38
	8.13	Absence of Financing Statements; Perfection of Security Interests	38

	8.14	Employee Benefit Plans	38
	8.15	Use of Proceeds	39
	8.16	Disclosure	39
	8.17	Environmental Compliance	39
	8.18	Subsidiaries, etc	41
	8.19	Senior Secured Debt Documents; Equity Documents	41
	8.20	Solvency	42
	8.21	Certain Transactions	42
	8.22	Bank Accounts	42
	8.23	Stores	42
	8.24	Franchise Agreements	42
	8.25	Leases	42
	8.26	Foreign Assets Control Regulations	42
9.	AFFIRMATIVE COVENANTS		43
	9.1	Punctual Payment	43
	9.2	Maintenance of Office	43
	9.3	Records and Accounts	43
	9.4	Financial Statements, Certificates and Information	43
	9.5	Notices	45
	9.6	Corporate Existence; Maintenance of Properties	46
	9.7	Insurance