AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

Exhibit 10.6

AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

THIS AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “ Agreement ”) is entered into as of the 7th day of July, 2009, 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.

RECITALS

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, substantially contemporaneously with the execution and delivery of this Agreement, the Agent, Credit Suisse, Cayman Islands Branch, as administrative agent under the Unsecured Term Loan Documents, Cocina, KKR Financial CLO 2005-2, Ltd., the Parent and the Borrowers are entering into a waiver and amendment no. 2 to the subordination and intercreditor agreement (the “ Intercreditor Agreement (Unsecured Term Loan) Amendment ”);

WHEREAS, Borrowers have requested that the Agent and the Lenders amend certain provisions of the Credit Agreement, consent to the execution and delivery of the Intercreditor Agreement (Unsecured Term Loan) Amendment and the 2009 Intercreditor Agreement (2009 Senior Secured Debt) and the performance of each of the transactions contemplated thereby, all as set forth in this Agreement; and

WHEREAS, the Agent and Lenders agree to such amendments and consents upon the terms and subject to conditions set forth herein.

NOW THEREFORE, in 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.  Definitions in Credit Agreement; etc. Unless otherwise defined herein, terms defined in or by reference to the Credit Agreement (as from time to time amended) are used herein as therein defined.

2.  Consents . Notwithstanding anything in the Credit Agreement or any other Loan Document to the contrary,

(a) the Lenders hereby consent to the execution, delivery and performance of the Intercreditor Agreement (Unsecured Term Loan) Amendment and the 2009 Intercreditor Agreement (2009 Senior Secured Debt) and the transactions contemplated thereby and authorize, direct and instruct the Agent to enter into the Intercreditor Agreement (Unsecured Term Loan) Amendment, the 2009 Intercreditor Agreement (Parent Debt) and the 2009 Intercreditor Agreement (2009 Senior Secured Debt); and

(b) the Agent and the Lenders hereby consent to the discharge of the 2004 Indenture and to the 2004 Indenture ceasing to be of further effect as to all Notes issued thereunder pursuant to Section 12.01(1)(b) of the 2004 Indenture; provided , however , that if the 2009 Indenture Effective Time (as such term is defined in Section 3(d) of this Agreement below) does not occur on or prior to July 31, 2009, the consents set forth in this Section 2(b) shall become null and void and of no further force or effect at 11:59 p.m. (Chicago time) on July 31, 2009.

3.  Amendments . Subject to the satisfaction of the conditions precedent set forth in Section 4 of this Agreement, the following amendments to the Credit Agreement shall become effective; provided , however , that if the 2009 Indenture Effective Time (as such term is defined in Section 3(d) of this Agreement below) does not occur on or prior to July 31, 2009, the amendments set forth in this Section 3 shall become null and void and of no further force or effect at 11:59 p.m. (Chicago time) on July 31, 2009:

(a) §1.1 of the Credit Agreement is amended by amending and restating the following definitions to read in their entirety as follows:

Applicable Margin . For the period commencing on March 31, 2008 through the date immediately preceding the Amendment No. 3 Effective Date, the Applicable Margin with respect to Revolving Credit Loans that are Base Rate Loans shall be 1.25% and the Applicable Margin with respect to Revolving Credit Loans that are Eurodollar Rate Loans shall be 2.75%. For the period commencing on the Amendment No. 3 Effective Date through the date immediately preceding the 2009 Indenture Effective Time, the Applicable Margin with respect to Revolving Credit Loans that are Base Rate Loans shall be 4.17% and the Applicable Margin with respect to Revolving Credit Loans that are Eurodollar Rate Loans shall be 5.67%. On the 2009 Indenture Effective Time and at all times thereafter, the Applicable Margin with respect to Revolving Credit Loans that are Base Rate Loans shall be 6.00% and the Applicable Margin with respect to Revolving Credit Loans that are Eurodollar Rate Loans shall be 7.00%.

Change of Control . At any time, the occurrence of one or more of the following events: (i) the Parent shall at any time fail to own, directly or indirectly, 100% of each class of issued and outstanding Voting Stock and economic interests of Real Mex free and clear of all liens other than Permitted Liens and, as long as such liens are subordinated to the liens of the Agent pursuant to the 2009 Intercreditor Agreement (2009 Senior Secured Debt), liens granted by Parent to secure its guaranty of the 2009 Senior Secured Debt, (ii) at all times prior to the 2009 Indenture Effective Time, any “Change of Control” under (and as defined in) the Senior Secured Debt Documents, (iii) at all times from and after the 2009 Indenture Effective Time, any “change of control” or similar event, however defined, under the 2009 Senior Secured Debt Documents, (iv) any “Change of Control” under (and as defined in) the Unsecured Term Loan Documents, (v) any “change of control” or similar event, however defined, under the 2009 Parent Debt Documents, (vi) Permitted Holders shall at any time fail to own, directly or indirectly, 50.1% of each class of issued and outstanding Voting Stock and economic interests of the Parent or (vii) Cocina and KKR and their Control Investment Affiliates shall at any time fail to own, directly or indirectly, a greater percentage of the issued and outstanding Voting Stock and economic interest of Parent than any other Person and its Control Investment Affiliates.

Collateral . All of the property, rights and interests of the Parent, the Borrowers and their Subsidiaries that are or are intended to be subject to the security interests and mortgages created by the Security Documents.

Consolidated Funded Indebtedness . At any time, the sum of (a) (X) the aggregate amount of Indebtedness (including interest paid in kind) of the Borrowers and their Subsidiaries, on a consolidated basis, relating to the borrowing of money or the obtaining of credit (but not including the Maximum Drawing Amount still available under Letters of Credit or trade credit obtained in the ordinary course of business) or in respect of Capitalized Leases, other than any interest in respect thereof (but not including Indebtedness consisting of deferred tax liability) minus (Y) the amount of cash on deposit in the Excess Cash Flow Account, plus (b) without duplication, all Indebtedness of the type described in clause (a) above guaranteed by the Borrowers or any of their Subsidiaries.

Eurodollar Base Rate . For any Interest Period with respect to a Eurodollar Rate Loan, the higher of (i) 2.00% per annum and (ii) the rate determined by the Agent to be the offered rate per annum for deposits of Dollars for the applicable Interest Period that appears on Reuters Screen LIBOR01 Page as of 11:00 a.m. (London, England time) two Eurodollar Business Days prior to the first day in such Interest Period. In the event that such rate does not appear on Reuters Screen LIBOR01 Page at such time, such rate will be the rate of interest per annum, as determined by the Agent (rounded upwards, if necessary, to the nearest 1/100 of 1%) at which deposits of Dollars in immediately available funds are offered at 11:00 a.m. (London, England time) two (2) Business Days prior to the first day in such Interest Period by major financial institutions reasonably satisfactory to the Agent in the London interbank market for such Interest Period for the applicable principal amount on such date of determination.

Excess Cash Flow . As such term and the component terms thereof are defined in the 2009 Indenture, as in effect as of the 2009 Indenture Effective Time.

Permitted Holders . Collectively, (a) Cocina, KKR, Canpartners and Capstone, (b) the Co-Investors, and (c) any Related Parties of (i) Cocina, KKR, Canpartners or Capstone or (ii) the Co-Investors.

Permitted Parent Debt. The 2009 Parent Debt as long as (i) all of such Indebtedness results from an assumption by the Parent from Real Mex of the portion of the Unsecured Term Loan in the same amount on or about the 2009 Indenture Effective Time, (ii) such Indebtedness is unsecured and not guaranteed by any Borrower or any Subsidiary of a Borrower, (iii) such Indebtedness is not exchangeable or convertible into any Indebtedness of the Parent or any of its Subsidiaries, (iv) such Indebtedness is subordinated to the Obligations pursuant to the 2009 Intercreditor Agreement (Parent Debt), (v) interest on such Indebtedness shall be payable only in kind, and (vi) such Indebtedness does not mature, and is not subject to mandatory repurchase, redemption or amortization, in each case prior to the 180th day after the date specified in clause (a) of the definition of the term “Revolving Credit Loan Maturity Date”.

Restricted Payments . In relation to the Borrowers, any (a) Distribution, (b) payment in respect of or purchase of any or all of the Senior Secured Debt, (c) payment in respect of or purchase of any or all of the 2009 Senior Secured Debt or (d) payment in respect of or purchase of any or all of the Unsecured Term Loan.

Revolving Credit Loan Maturity Date . The earliest to occur of (a) July 1, 2012, (b) the payment or defeasance in full of the Senior Secured Debt (other than the payment in full of the Senior Secured Debt contemplated by the definition of the term “2009 Indenture Effective Time”), (c) the payment or defeasance in full of the 2009 Senior Secured Debt, (d) the payment in full in cash of the Unsecured Term Loan or (e) the date upon which interest on the Permitted Parent Debt is required to be paid in cash pursuant to the terms thereof.

Security Documents. The Intercreditor Agreement, the 2009 Intercreditor Agreement (2009 Senior Secured Debt), the Parent Guaranty, the Parent Security Agreement, the Security Agreement, the Mortgages, the Trademark Security Agreement, the Stock Pledge Agreements, the Assignment and Agency Account Agreement, the Agency Account Agreements and all other instruments and documents, including, without limitation, Uniform Commercial Code financing statements, required to be executed or delivered pursuant to any Security Document, in each case, as amended, restated, supplemented or otherwise modified from time to time.

Unsecured Term Loan Documents . (i) (A) at all times prior to the 2009 Indenture Effective Time, the Amended and Restated Credit Agreement, dated as of October 5, 2006 (the “ Unsecured Credit Agreement ”), by and among Real Mex, Parent, the lenders party thereto, Credit Suisse, Cayman Islands Branch, as administrative agent, sole book runner and sole lead arranger and (B) at all times from and after the 2009 Indenture Effective Time, the Second A&R Unsecured Credit Agreement, (ii) (A) at all times prior to the 2009 Indenture Effective Time, the Guarantee Agreement (as defined in the Unsecured Credit Agreement) and (B) at all times from and after the 2009 Indenture Effective Time, the Guarantee Agreement (as defined in the Second A&R Unsecured Credit Agreement) and (iii) (A) at all times prior to the 2009 Indenture Effective Time, the Term Notes (as defined in the Unsecured Credit Agreement) and (B) at all times from and after the 2009 Indenture Effective Time, the Term Notes (as defined in the Second A&R Unsecured Unsecured Credit Agreement), in each case as amended (to the extent permitted by §10.15) and in effect from time to time.

(b) The definition of the term “Consolidated EBITDA” in §1.1 of the Credit Agreement is amended by replacing the phrase “minus (l)” appearing therein with the phrase “plus (l) to the extent deducted in the calculation of Consolidated Pre-Tax Income and without duplication, fees and expenses incurred and paid by the Parent and/or Borrowers in connection with the closing of the Transactions in each case incurred and paid by the Parent and/or Borrowers on or before August 31, 2009, in an amount not to exceed $8,500,000 in the aggregate for all such fees and expenses, minus (m)”.

(c) The definition of the term “Interest Period” in §1.1 of the Credit Agreement is amended by deleting the word “and” after clause (d), deleting the period at end of clause (e) thereof and inserting the phrase “; and” in its place and adding new clause (f) thereto, which shall read in its entirety as follows:

“(f) from and after the 2009 Indenture Effective Time, no Revolving Credit Loan may be borrowed or continued as, or converted into, a Eurodollar Rate Loan having an Interest Period of 1, 2 or 6 months.”

(d) §1.1 of the Credit Agreement is further amended by adding thereto in the proper alphabetical order the following definitions:

Amendment No. 4 Date . July 7, 2009.

Capstone . Capstone Consulting LLC.

Capstone Engagement Letter . Engagement letter, dated as of February 27, 2009, between Holdings and Capstone, as the same may be amended, restated, supplemented or otherwise modified from time to time.

Consolidated Cash Flow . As defined in the 2009 Indenture, as in effect as of the 2009 Indenture Effective Time.

Excess Cash Flow Account . A securities account (i) which holds amounts pursuant to §9.20 hereof and from which funds may be released only in accordance with §9.20 hereof and which is otherwise acceptable to the Agent (it being agreed that having such account held at Wells Fargo Bank, National Association is acceptable to the Agent), (ii) over which the Agent has, pursuant to a control agreement acceptable to the Agent, a first priority perfected lien, and (iii) over which the collateral agent under the 2009 Senior Secured Debt Documents may have, pursuant to a control agreement acceptable to the Agent and such collateral agent, a second priority perfected lien.

Government Securities . Direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit.

Parent Security Agreement . The Security Agreement, dated as of the Amendment No. 4 Date, between the Parent and the Agent, and in form and substance satisfactory to the Lenders and the Agent.

Second A&R Unsecured Credit Agreement . The Second Amended and Restated Credit Agreement, dated as of the Amendment No. 4 Date, by and among Real Mex, Parent, the lenders party thereto, and the administrative agent thereunder.

Transactions . The termination of the Senior Secured Debt Documents on or about the 2009 Indenture Effective Time and transactions consummated pursuant to (i) the Amendment No. 4 to Credit Agreement, (ii) the Unsecured Term Loan Documents as in effect at the 2009 Indenture Effective Time, (iii) the 2009 Parent Debt Documents, and (iv) the 2009 Senior Secured Debt Documents.

2004 Indenture . The Indenture referenced in the definition of the term “Senior Secured Debt Documents”.

2009 Indenture . The Indenture referenced in the definition of the term “2009 Senior Secured Debt Documents”.

2009 Indenture Effective Time . The first time at which each of the following conditions has been satisfied:

(a) each of the 2009 Intercreditor Agreement (2009 Senior Secured Debt) and the 2009 Intercreditor Agreement (Parent Debt) shall have been duly executed and delivered by the respective parties thereto, shall be in full force and effect and shall be in form and substance satisfactory to each of the Lenders;

(b) each of the 2009 Senior Secured Debt Documents and the 2009 Parent Debt Documents shall have been duly executed and delivered by the respective parties thereto, shall be in full force and effect and shall be in form and substance satisfactory to each of the Lenders;

(c) the Second A&R Unsecured Credit Agreement shall have been duly executed and delivered by the respective parties thereto, shall be in full force and effect and shall be in form and substance satisfactory to each of the Lenders;

(d) the Agent shall have received from the Borrowers copies, certified by a duly authorized officer of such Person to be true and complete on the 2009 Indenture Effective Time, of each of the 2009 Senior Secured Debt Documents, the 2009 Parent Debt Documents and the Second A&R Unsecured Credit Agreement;

(e) all corporate action necessary for the valid execution, delivery and performance by the Parent, Borrowers and each of their Subsidiaries of the 2009 Senior Secured Debt Documents, the 2009 Parent Debt Documents and the Second A&R Unsecured Credit Agreement to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Agent shall have been provided to the Agent;

(f) the Agent shall have received evidence, reasonably satisfactory to it, of the completion by the parties to the 2009 Senior Secured Debt Documents, the 2009 Parent Debt Documents and the Second A&R Unsecured Credit Agreement of all actions to be taken prior to or concurrently with the closing of the transactions contemplated thereby pursuant to the terms thereof, including without limitation, the satisfaction or, to the extent consented to in writing by the Agent, waiver, of all conditions to closing set forth in the 2009 Senior Secured Debt Documents, the 2009 Parent Debt Documents and the Second A&R Unsecured Credit Agreement;

(g) the Agent shall have received evidence, reasonably satisfactory to it, that (i) the 2004 Indenture has been discharged and is of no further effect as to all Notes issued thereunder pursuant to Section 12.01(1)(b) of the 2004 Indenture and (ii) Real Mex has delivered Officers’ Certificate and an Opinion of Counsel (as each such term is defined in the 2004 Indenture) to the Trustee (under and as defined in the 2004 Indenture) stating that all conditions precedent to satisfaction and discharge of the 2004 Indenture under Section 12.01 thereof have been satisfied;

(h) the Agent shall have received evidence, reasonably satisfactory to it, of the assumption by Parent of the principal of the Unsecured Term Loan in an amount equal to $25,000,000 pursuant to an assignment and assumption agreement in form and substance satisfactory to the Agent (the “ Assignment and Assumption Agreement ”); and

(i) the Agent shall have received evidence, reasonably satisfactory to it, of the exchange of the outstanding principal of the Unsecured Term Loan in an amount equal to $15,000,000 for the outstanding principal of the 2009 Senior Secured Debt in an amount equal to $4,583,000 pursuant to an exchange agreement in form and substance satisfactory to the Agent (the “ Exchange Agreement ”).

2009 Intercreditor Agreement (2009 Senior Secured Debt) . The Intercreditor Agreement among the collateral agent and trustee under the 2009 Senior Secured Debt Documents, and the Agent, dated as of the date on which the 2009 Indenture Effective Time occurs, pursuant to which, among other things, the liens securing the 2009 Senior Secured Debt are subordinated to the liens securing the Obligations.

2009 Intercreditor Agreement (Parent Debt) . The Subordination and Intercreditor Agreement among the Parent, the administrative agent under the 2009 Parent Debt Documents, and the Agent, dated as of the date on which the 2009 Indenture Effective Time occurs, pursuant to which, among other things, 2009 Parent Debt and other obligations incurred pursuant to or evidenced by the 2009 Parent Debt Documents are subordinated to the Obligations.

2009 Unsecured Term Loan Subordination Agreement (Senior Secured Debt) . Subordination and Intercreditor Agreement dated as of July 7, 2009 by and among Credit Suisse, Cayman Islands Branch, as subordinated agent, Cocina and KKR Financial CLO 2005-2, Ltd., as subordinated creditors, Holding (as defined therein), Opco (as defined therein), the Listed Obligors (as defined therein) party thereto and the trustee for the holders of the Senior Secured Debt.

2009 Unsecured Term Loan Subordination Agreement (2009 Senior Secured Debt) . Subordination and Intercreditor Agreement dated as of July 7, 2009 by and among Credit Suisse, Cayman Islands Branch, as subordinated agent, Cocina and KKR Financial CLO 2005-2, Ltd., as subordinated creditors, Holding (as defined therein), Opco (as defined therein), the Listed Obligors (as defined therein) party thereto and the trustee for the holders of the 2009 Senior Secured Debt.

2009 Parent Debt . Unsecured Indebtedness of the Parent in an aggregate principal amount not to exceed $25,000,000 (plus any increase in such $25,000,000 amount solely due to the capitalization of interest on such Indebtedness by adding such interest to the principal amount thereof) and evidenced by the 2009 Parent Debt Documents and any Permitted Subordinated Refinancings (as defined in the 2009 Intercreditor Agreement (Parent Debt) thereof.

2009 Parent Debt Documents . The credit agreement, dated as of the date on which the 2009 Indenture Effective Time occurs, among Parent, the administrative agent and the lenders referred to therein pursuant to which up to $25,000,000 aggregate principal amount of 2009 Parent Debt has been issued to the Parent and each of the notes and other documents delivered pursuant thereto, in each case, as amended in accordance with this Credit Agreement and in effect from time to time.

2009 Senior Secured Debt . Indebtedness of the Borrowers issued on the date the 2009 Indenture Effective Time occurs in an aggregate original principal amount not to exceed $130,000,000 evidenced by senior secured notes due 2013 issued pursuant to the 2009 Senior Secured Debt Documents and that is expressly subject to the provisions of the 2009 Intercreditor Agreement (2009 Senior Secured Debt).

2009 Senior Secured Debt Documents . (i) The Indenture, dated as of the date on which 2009 Indenture Effective Time occurs, among Real Mex, the guarantors thereunder, and the trustee and collateral agent thereunder (the “ 2009 Indenture ”), pursuant to which up to $130,000,000 original principal amount of 2009 Senior Secured Debt has been issued by Real Mex, as amended (to the extent permitted by §10.13), and each of the notes, security documents, guaranties and other documents delivered pursuant thereto, and (ii) the 2009 Intercreditor Agreement (2009 Senior Secured Debt).

(e) §2.1 of the Credit Agreement is amended by replacing the phrase

“at any one time equal to such Lender’s Revolving Credit Commitment, minus such Lender’s Revolving Credit Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations”

appearing therein with the phrase

“at any one time equal to such Lender’s Revolving Credit Commitment Percentage of the Total Revolving Credit Commitment, minus such Lender’s Revolving Credit Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations”.

(f) §5.1.6 of the Credit Agreement is amended by replacing the phrase “At any time during the term of this Credit Agreement,” appearing therein with the phrase “At any time following the occurrence and during the continuance a Default or an Event of Default,”

(g) §5.6 of the Credit Agreement is amended by replacing the phrase “multiplied by a per annum rate equal to 2.75%” appearing therein with the phrase “multiplied by a per annum rate equal to 4.50%”.

(h) Each of §8.1.2, §8.2, §8.7, §8.25 and §16.4 of the Credit Agreement is amended by replacing the phrase “the Senior Secured Debt Documents” each time such phrase appears therein with the phrase “the Senior Secured Debt Documents, the 2009 Senior Secured Debt Documents,”.

(i) §8.5(b) of the Credit Agreement is amended by replacing the phrase “Since December 31, 2007” appearing therein with the phrase “Since December 31, 2008”.

(j) §8.19 of the Credit Agreement is amended by adding thereto new clause (f) and new clause (g), which shall read in their entirety as follows:

“(f) As of the 2009 Indenture Effective Time, the 2009 Senior Secured Debt Documents constitute the complete understanding among the parties thereto in respect of the matters and transactions covered thereby. As of the 2009 Indenture Effective Time, the representations and warranties of the Borrowers and the Parent contained in the 2009 Senior Secured Debt Documents were true and correct in all material respects when made or deemed to be made except as would not have a Materially Adverse Effect and the Agent and the Lenders may rely on such representations and warranties as if they were incorporated herein on the 2009 Indenture Effective Time; provided , that nothing contained herein shall prejudice in any way any rights of the Borrowers or the Parent under or in respect of the 2009 Senior Secured Debt Documents, all of which are expressly hereby reserved.”

“(g) As of the 2009 Indenture Effective Time, the 2009 Parent Debt Documents constitute the complete understanding among the parties thereto in respect of the matters and transactions covered thereby. As of the 2009 Indenture Effective Time, the representations and warranties of the Parent contained in the 2009 Parent Debt Documents were true and correct in all material respects when made or deemed to be made except as would not have a Materially Adverse Effect and the Agent and the Lenders may rely on such representations and warranties as if they were incorporated herein on the 2009 Indenture Effective Time; provided , that nothing contained herein shall prejudice in any way any rights of the Parent under or in respect of the 2009 Parent Debt Documents, all of which are expressly hereby reserved.”

(k) §9.4(i) of the Credit Agreement is amended and restated to read in its entirety as follows:

(i) (A) all notices and other information sent to any holder of any obligations under Unsecured Term Loan Documents in its capacity as such, (B) all notices and other information sent to any holder of any obligations under the Senior Secured Debt Documents in its capacity as such, (C) all notices and other information sent to any holder of any obligations under the 2009 Senior Secured Debt Documents in its capacity as such, (D) all notices and other information sent to any party to the 2009 Unsecured Term Loan Subordination Agreement (Senior Secured Debt) and (E) all notices and other information sent to any party to the 2009 Unsecured Term Loan Subordination Agreement (2009 Senior Secured Debt);”

(l) §9.4(e) of the Credit Agreement is amended and restated to read in its entirety as follows:

“(e) simultaneously with the delivery of the financial statements referred to in subsections (a), (b) and (c) above, a statement certified by the principal financial or accounting officer of the Borrowers (and in the case of delivery of the financial statements referred to in subsection (a) above, the accountants of the Borrowers), in substantially the form of Exhibit C hereto (a “ Compliance Certificate ”) and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §11 and §13.5 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date;”

(m) §9 of the Credit Agreement is amended by adding new §9.19 and new §9.19 thereto which shall read in their entirety as follows:

“ 9.19 Senior Secured Debt Redemption . On or prior to the 40th day after the Amendment No. 4 Date, the Borrowers will deliver evidence reasonably satisfactory to the Agent that all money deposited with the Trustee pursuant to Section 12.01(1)(b) of the 2004 Indenture have been sent by the applicable trustee to the holders of the Senior Secured Debt for application to the payment of all Notes issued thereunder.

“ 9.20 Excess Cash Flow Deposits . Within ninety (90) days of the end of each four (4) fiscal quarter period ending on or near December 31, beginning with the first such period ending in the year 2009, Borrowers will deposit an amount equal to 75% of Excess Cash Flow of the Borrowers and their Subsidiaries (as calculated in a written calculation (in the form satisfactory to the Agent) of Excess Cash Flow of the Borrowers and their Subsidiaries for such four (4) fiscal quarter period delivered to the Age