SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

Exhibit 10.1

SECOND AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT

amended and restated as of January 29, 2007

by and among

REAL MEX RESTAURANTS, INC.
ACAPULCO RESTAURANTS, INC.
EL TORITO FRANCHISING COMPANY
EL TORITO RESTAURANTS, 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.
CKR ACQUISITION CORP.
CHEVYS RESTAURANTS, LLC

(collectively, the "Borrowers")

GENERAL ELECTRIC CAPITAL CORPORATION

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

and

GENERAL ELECTRIC CAPITAL CORPORATION , agent and administrative agent
(the "Agent")

TABLE OF CONTENTS

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Schedules and Exhibits

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SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

This SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is amended and restated as of January 29, 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 each of the other Subsidiaries of Real Mex which shall from time to time hereafter become a party hereto pursuant to §9.18 hereof (collectively with Real Mex, ARI, ETFI, ETRI, TARV, ARV, ARW, AMC, MP, ALAD, RMF, ARD, AMV, EPC, CKR and Chevys the " Borrowers "), (b) GENERAL ELECTRIC CAPITAL CORPORATION (" GE Capital ") and the other lending institutions listed on Schedule 1 , and (c) GENERAL ELECTRIC CAPITAL CORPORATION as agent and administrative agent for itself and such other lending institutions, pursuant to which the parties agree as follows.

Certain Borrowers, Fleet National Bank as agent and administrative agent (which was succeeded as agent and administrative agent by Bank of Montreal pursuant to that certain Assignment Arrangement Agreement dated as of October 5, 2006) and certain lenders entered into an Amended and Restated Revolving Credit Agreement, dated as of March 31, 2004 (the " Original Closing Date ") (as amended and in effect on the Closing Date, the " Existing Credit Agreement ").  The parties hereto hereby agree to amend and restate the Existing Credit Agreement to, among other things, provide a $15,000,000 revolving credit facility (with unlimited availability for letters of credit) and a $25,000,000 letter of credit facility.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree to amend and restate the Existing Credit Agreement (including all schedules and exhibits thereto) in its entirety to read as follows:

1.              DEFINITIONS AND RULES OF INTERPRETATION .

1.1           Definitions .  The following terms shall have the meanings set forth in this §1 or elsewhere in the provisions of this Credit Agreement referred to below:

Acapulco Companies .  Collectively, all of the Borrowers that are not El Torito Companies.

Acapulco Concept .  The method of operation used by and the intellectual property associated with those Stores that as of the Closing Date operate under any trade name that contains the words "Acapulco".

Adjusted Debt .  At any time, the sum of (a) all Consolidated Funded Indebtedness plus (b) an amount equal to eight (8) times Consolidated Rental Expense for the most recently completed period of four (4) consecutive fiscal quarters.

Adjusted Leverage Ratio .  As of the last day of any fiscal quarter of the Borrowers, the ratio of (a) Adjusted Debt at such date, to (b) Consolidated EBITDAR for the period of four (4) consecutive fiscal quarters ending on such date.

Adjustment Date .  The first day of the month immediately following the month in which a Compliance Certificate is delivered by the Borrowers pursuant to §9.4(e).

AEI .  As defined in the preamble hereto.

Affected Lenders .  See §6.7(c).

Affiliate .  Any Person that would be considered to be an affiliate of any Borrower under Rule 144(a) of the Rules and Regulations of the Securities and Exchange Commission, as in effect on the date hereof, if such Borrower were issuing securities.

Agency Account .  See §9.17.

Agency Account Agreement .  See §9.17.

Agent’s Office .  The Agent’s office located at 8377 East Hartford Drive, Suite 200, Scottsdale, Arizona 85255, or at such other location as the Agent may designate from time to time.

Agent .  GE Capital acting as agent for the Lenders, or such successor Agent as may be appointed pursuant to §16.9 hereof.

Agent’s Special Counsel .  Latham & Watkins LLP or such other counsel as may be approved by the Agent.

ALAD .  As defined in the preamble hereto.

AMC .  As defined in the preamble hereto.

Applicable Margin .  For the period commencing on the Closing Date through the date upon which the Agent receives the Compliance Certificate required to be delivered for the period ending on or about June 30, 2007, the Applicable Margin with respect to Revolving Credit Loans that are Base Rate Loans shall be 0.75% and the Applicable Margin with respect to Eurodollar Rate Loans and Letters of Credit shall be 2.25%.  After the receipt of such Compliance Certificate, for each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a " Rate Adjustment Period "), the Applicable Margin

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with respect to Revolving Credit Loans, (in each case, for Base Rate Loans and Eurodollar Rate Loans) and for the Letters of Credit shall be the applicable percentage set forth below with respect to each such Loan or Letter of Credit, as the case may be, corresponding to the Borrowers’ Leverage Ratio, as of the most recently completed fiscal quarter of the Borrowers ending immediately prior to the applicable Rate Adjustment Period:

Notwithstanding the foregoing, if the Borrowers fail to deliver any Compliance Certificate pursuant to §9.4(e) hereof, then for the period commencing on the date after the day on which such Compliance Certificate was due through the date immediately preceding the Adjustment Date that occurs immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be that percentage corresponding to Level IV in the table above.

Approved Fund .  With respect to any Lender that is a fund that invests in bank loans, any other fund that invests in bank loans and is advised or managed by the same investment advisor as such Lender or by an affiliate of such investment advisor.

Approved Sale-Leaseback Transaction . A Sale-Leaseback transaction by the Borrowers of fee Real Estate owned by the Borrowers located at (a) 8855 Tampa Ave., Northridge, Los Angeles County, California; (b) 3113 West Olive Ave., Burbank, Los Angeles County, California; (c) 11185 South Town Square, Green Park, St. Louis County, Missouri; (d) 12380 St. Charles Rock Road, Bridgeton, St. Louis County, Missouri; and (e) 12796 Manchester Road, Des Peres, St. Louis County, Missouri., to be completed on or prior to the Closing Date, on terms and conditions satisfactory to the Agent, for total net proceeds of approximately $12,100,000.

ARD .  As defined in the preamble hereto.

ARI .  As defined in the preamble hereto.

ARV .  As defined in the preamble hereto.

ARW .  As defined in the preamble hereto.

Assignment and Acceptance .  See §20.1.

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Assignment and Agency Account Agreement .  The Amended and Restated Assignment and Agency Account Agreement, amended and restated as of the Closing Date, among the Agent and the Borrowers, or any other substantially similar agreement in all respects satisfactory to the Agent.

Backstop Letter of Credit .  That certain letter of credit issued by the L/C Issuer hereunder for the account of Borrowers in the initial aggregate face amount of $24,877,709.85with an expiry date of December 4, 2007for the benefit of Bank of America, N.A. to backstop Bank of America’s obligations under, and arising in connection with, certain letters of credit issued by Bank of America, N.A. on the Borrowers’ behalf, prior to the Closing Date.

Balance Sheet Date .  December 25, 2005.

Base Rate .  At any time, a rate per annum equal to the higher of (a) the rate last quoted by The Wall Street Journal as the "base rate on corporate loans posted by at least 75% of the nation’s largest banks" in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the "bank prime loan" rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by Agent) or any similar release by the Federal Reserve Board (as determined by Agent) and (b) the sum of 0.5% per annum and the Federal Funds Rate.  Any change in the Base Rate due to a change in any of the foregoing shall be effective on the effective date of such change in the "bank prime loan" rate or the Federal Funds Rate.

Base Rate Loans .  Revolving Credit Loans bearing interest calculated by reference to the Base Rate.

Borrower(s) .  As defined in the preamble hereto.

Business Day .  Any day (excluding Saturday and Sunday) on which banking institutions in Chicago, Illinois or New York, New York, are open for the transaction of banking business and, in the case of Eurodollar Rate Loans, also a day which is a Eurodollar Business Day.

Capital Assets .  Fixed assets, both tangible (such as land, buildings, fixtures, machinery and equipment) and intangible (such as patents, copyrights, trademarks, franchises and goodwill); provided that Capital Assets shall not include any item customarily charged directly to expense or depreciated over a useful life of twelve (12) months or less in accordance with generally accepted accounting principles.

Capital Expenditures .  Amounts paid or Indebtedness incurred by the Borrowers or any of their Subsidiaries in connection with (i) the purchase or lease by the Borrowers or any of their Subsidiaries of Capital Assets that would be required to be capitalized and shown on the balance sheet of such Person in accordance with generally accepted accounting principles, (ii) Consolidated Restaurant Pre-Opening Costs, or (iii) the lease of any assets by the Borrowers or any of their Subsidiaries as lessee under any Synthetic Lease to the extent that such assets would have been Capital Assets had the Synthetic Lease been treated for accounting purposes as a Capitalized Lease.

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Capitalized Leases .  Leases under which any Borrower or any of their respective Subsidiaries is the lessee or obligor, the discounted future rental payment obligations under which are required to be capitalized on the balance sheet of the lessee or obligor in accordance with generally accepted accounting principles.

Casa Gallardo Concept .  The method of operation used by and the intellectual property associated with those Stores that as of the Closing Date operate under any trade name that contains the words "Casa Gallardo".

Casa Gallardo Grill Concept .  The method of operation used by and the intellectual property associated with those Stores that as of the Closing Date operate under any trade name that contains the words "Casa Gallardo Grill".

Cash Flow Ratio .  As at the end of each fiscal quarter of the Borrowers, the ratio of (a) Consolidated Cash Flow for the last four fiscal quarters then ended and (b) Consolidated Financial Obligations for the Measurement Period then ending.

CERCLA .  See §8.17(a).

Change of Control .  At any time, the occurrence of one or more of the following events:  (i) Sun Capital and the Sun Capital Affiliates shall collectively cease to have the power, directly or indirectly (including under any stockholders’ agreement) to elect a majority of the directors of the Parent or any Borrower, (ii) the replacement of a majority of the board of directors of the Parent or any Borrower over a two-year period from the directors who constituted the board of directors of the Parent or such Borrower, as applicable, at the beginning of such period, and such replacement shall not (1) have been approved by a vote of at least a majority of the board of directors of the Parent or such Borrower, as applicable, then still in office who either were members of such board of directors at the beginning of such period or whose election as a member of such board of directors was previously so approved, or (2) have been elected or nominated for election by Sun Capital or a Sun Capital Affiliate, (iii) 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, (iv) Sun Capital and the other Sun Capital Affiliates shall collectively cease to own, directly or indirectly, at least 54% of the Voting Stock and economic interests of the Parent or any Borrower, (v) the Permitted Holders shall collectively cease to own, directly or indirectly, at least 60% of the Voting Stock and economic interests of the Parent or any Borrower, (vi) any "Change of Control" under the Senior Secured Debt Documents, (vii) any "Change of Control" under (and as defined in) the Unsecured Term Loan Documents, or (viii) any "Change of Control" under (and as defined in) the Parent Debt Documents.

Chevys .  As defined in the preamble hereto.

CKR .  As defined in the preamble hereto.

Closing Date . January 29, 2007.

Code .  The Internal Revenue Code of 1986.

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Co-Investors .  H.I.G. Sun Partners, Inc., Kevin Genda, certain members of management of the Parent, Real Mex, the Subsidiaries of Real Mex, and any of their Control Investment Affiliates.

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

Collateral Notes .  See §7.2.

Compliance Certificate .  See §9.4(e).

Concentration Accounts .  That account with Union Bank of California, N.A. with account number 3030167170 and that account with Wells Fargo Bank with account number 4296-911928 and any other depository account that is (a) in the name of the Borrowers, (b) under the control of the Agent for the benefit of the Lenders and the Agent, and (c) with a financial institution reasonably acceptable to the Agent that has entered into an Agency Account Agreement with the Agent and the Borrowers.

Concept .  Any of the Acapulco Concept, the Casa Gallardo Concept, the Casa Gallardo Grill Concept, the Guadala Harry’s Concept, the El Torito Concept, the El Torito Grill Concept, the Hola Amigos Concept, the Keystone Grill Concept, the Las Brisas Concept, or the Who Song & Larry’s Concept.

Consolidated or consolidated .  With reference to any term defined herein, that term as applied to the accounts of the Borrowers and all of their Subsidiaries, consolidated in accordance with generally accepted accounting principles.

Consolidated Cash Flow .  For any period, Consolidated EBITDA of the Borrowers and their Subsidiaries for such period, minus the sum of (a) cash income taxes paid during such period by the Borrowers and their Subsidiaries on a consolidated basis and (b) the greater of (i) the aggregate amount of Maintenance Capital Expenditures made during such period by the Borrowers and their Subsidiaries or (ii) $3,500,000, plus decreases in Consolidated Working Capital from the beginning to the end of such period or minus increases in Consolidated Working Capital from the beginning to the end of such period.

Consolidated Cash Interest Expense .  For any period, the aggregate portion of Consolidated Total Interest Expense required to be paid in cash by any Borrower or any of its Subsidiaries during such period.

Consolidated Current Assets .  All assets of the Borrowers and their Subsidiaries on a consolidated basis that, in accordance with generally accepted accounting principles, are properly classified as current assets, provided that (i) notes and accounts receivable shall be included only if good and collectible as determined by the Borrowers in accordance with established practice consistently applied and, with respect to such notes, only if payable on demand or within one (1) year from the date as of which Consolidated Current Assets are to be determined and if not directly or indirectly renewable or extendible at the option of the debtors, by their terms, or by the terms of any instrument or agreement relating thereto, beyond such year,

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and, with respect to such accounts receivable, only if payable and outstanding not more than ninety (90) days after the date of the shipment of goods or other transaction out of which any such account receivable arose; and such notes and accounts receivable shall be taken at their face value less reserves determined to be sufficient in accordance with generally accepted accounting principles; (ii) inventory shall be included only if and to the extent that the same shall be marketable in the ordinary course of business; and (iii) cash and marketable securities shall be excluded.

Consolidated Current Liabilities .  All liabilities and other Indebtedness of the Borrowers and their Subsidiaries on a consolidated basis maturing on demand or within one (1) year from the date as of which Consolidated Current Liabilities are to be determined, and such other liabilities as may properly be classified as current liabilities in accordance with generally accepted accounting principles, but excluding, in any event, (a) any current maturities of any Indebtedness of the Borrowers and their Subsidiaries on a consolidated basis with a maturity one (1) year or more from the date as of which Consolidated Current Liabilities are to be determined and (b) payments due in the final year of any Capitalized Lease.

Consolidated EBITDA .  For any period, the sum of (a) the Consolidated Pre-Tax Income of the Borrowers and their Subsidiaries for such period, plus (b) to the extent not otherwise included in the calculation of Consolidated Pre-Tax Income of the Borrowers and their Subsidiaries, income of a Person in which any Borrower holds a minority equity interest to the extent such income is properly attributable to such minority interest held by such Borrower and such income has been distributed to such Borrower in cash, plus (c) Consolidated Total Interest Expense for such period, plus (d) to the extent deducted in the calculation of Consolidated Pre-Tax Income, Consolidated Restaurant Pre-Opening Costs and depreciation and amortization expenses of the Borrowers and their Subsidiaries for such period, plus (e) to the extent deducted in the calculation of Consolidated Pre-Tax Income and without duplication, other non-cash charges (including non-cash extraordinary losses) of the Borrowers and their Subsidiaries for such period, plus (f) to the extent deducted in the calculation of Consolidated Pre-Tax Income and without duplication, Transaction Costs in an aggregate amount not to exceed $8,000,000, plus (g) to the extent deducted in the calculation of Consolidated Pre-Tax Income and without duplication, payments to restricted stockholders of Real Mex pursuant to the Merger Agreement in an aggregate amount not to exceed $2,400,000, plus (h) to the extent deducted in the calculation of Consolidated Pre-Tax Income and without duplication, any fees and expenses paid pursuant to the Management Services Agreement, plus (i) to the extent deducted in the calculation of Consolidated Pre-Tax Income and without duplication, non-recurring expenses incurred in connection with (x) certain class action lawsuits set forth on Schedule 8.7 hereto, (y) any litigation claims consolidated with any of the litigation matters set forth on Schedule 8.7 hereto and (z) any claims alleged against the Borrowers and/or their Subsidiaries that are asserted which arise in whole or in part from the conduct or alleged conduct of business or any other action allegedly taken or omitted to be taken by the Borrowers or any of their Subsidiaries prior to the consummation of the Merger and that assert substantially the same or substantially similar legal theories as those relating to the litigation described above (collectively, the " Existing Litigation ") up to $8,500,000 in the aggregate, plus (j) to the extent deducted in the calculation of Consolidated Pre-Tax Income and without duplication, option payments pursuant to the Merger Agreement in an aggregate amount not to exceed $6,000,000, minus (k) to the extent

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included in the calculation of Consolidated Pre-Tax Income, extraordinary non-recurring gains, including without limitation, gains from asset dispositions.

Consolidated EBITDAR .  For any period, the sum of (a) the Consolidated EBITDA of the Borrowers and their Subsidiaries for such period, plus (b) Consolidated Rental Expense for such period.

Consolidated Financial Obligations .  For any period, the sum of (a) all scheduled payments of principal on Indebtedness of the Borrowers and their Subsidiaries, including Capitalized Leases and including Synthetic Leases during such period (but not including Consolidated Rental Expense), plus (b) Consolidated Cash Interest Expense.  Demand obligations shall be deemed to be due and payable during any period during which such obligations are outstanding.  Notwithstanding the foregoing, the parties agree that for any Measurement Period ending after the Closing Date, Consolidated Financial Obligations shall be determined by annualizing the actual Consolidated Financial Obligations of the Borrowers and their Subsidiaries for such Measurement Period by multiplying such amount by a number obtained by dividing 365 by the number of days in the period from the first day of such Measurement Period to the last day of such Measurement Period.

Consolidated Funded Indebtedness .  At any time, the sum of (a) the aggregate amount of Indebtedness 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 thereto (but not including Indebtedness consisting of deferred tax liability), plus (b) without duplication, all Indebtedness of the type described in clause (a) above guaranteed by the Borrowers or any of their Subsidiaries.

Consolidated Net Income (or Deficit) .  The consolidated net income (or deficit) of the Borrowers and their Subsidiaries, after deduction of all expenses, taxes, and other proper charges, determined in accordance with generally accepted accounting principles.

Consolidated Pre-Tax Income .  For any period, Consolidated Net Income for such period plus , to the extent deducted from the calculation of Consolidated Net Income, income tax expenditures for such period, determined in accordance with generally accepted accounting principles.

Consolidated Rental Expense .  For any period, all rental expense of the Borrowers and their Subsidiaries during such period, determined on a consolidated basis in accordance with generally accepted accounting principles, incurred under any rental agreements or leases of real or personal property, including space leases and ground leases, other than obligations in respect of any Capitalized Leases or any Synthetic Leases.

Consolidated Restaurant Pre-Opening Costs .  "Start-up costs" (such term used herein as defined in SOP 98-5 published by the American Institute of Certified Public Accountants) related to the opening and organizing or conversion of new Stores, such costs including, without

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limitation, the cost of feasibility studies, staff-training, and recruiting and travel costs for employees engaged in such start-up activities.

Consolidated Total Interest Expense .  For any period, the aggregate amount of interest required to be paid or accrued by the Borrowers and their Subsidiaries during such period on all Indebtedness of the Borrowers and their Subsidiaries outstanding during all or any part of such period, whether such interest was or is required to be reflected as an item of expense or capitalized, including payments consisting of interest in respect of Capitalized Leases, or any Synthetic Lease and including commitment fees, agency fees, facility fees, balance deficiency fees and similar fees or expenses (but not including the one-time up-front "Underwriting Fee" referred to in the Fee Letter) in connection with the borrowing of money, but excluding transaction expenses associated with the Refinancing.

Consolidated Working Capital .  The excess of Consolidated Current Assets over Consolidated Current Liabilities.

Contribution Agreement .  The Contribution Agreement, dated as of September 11, 2006, by and between Sun Cantinas and the Parent.

Control Investment Affiliates .  As to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (b) is organized by such Person or any Person controlling such Person primarily for the purpose of making equity or debt investments in one or more companies.  For the purpose of this definition " control " of a Person means the power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

Conversion Request .  A notice given by the Borrowers to the Agent of the Borrowers’ election to convert or continue a Loan in accordance with §2.7.

Credit Agreement .  This Amended and Restated Revolving Credit Agreement, including the Schedules and Exhibits hereto.

Credit Suisse .  Credit Suisse in its capacity as administrative agent under the Parent Debt Documents or the Unsecured Term Loan Documents or in its capacity as purchaser of the Notes (as defined in the Indenture).

Default .  See §14.1.

Delinquent Lender .  See §16.5.3.

Distribution .  The declaration or payment of any dividend or other distribution on or in respect of any Equity Interests of a Person, other than dividends or distributions payable solely in Equity Interests of such Person of the same class; the purchase, redemption, or other retirement of any Equity Interests of a Person, directly or indirectly through a Subsidiary of such Person or otherwise; the return of capital by a Person to the holders of its Equity Interests as such; or any other distribution on or in respect of any Equity Interests of a Person.

Dollars or $ .  Dollars in lawful currency of the United States of America.

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Domestic Lending Office .  Initially, the office of each Lender designated as such in Schedule 1 hereto; thereafter, such other office of such Lender, if any, located within the United States of America that will be making or maintaining Base Rate Loans.

Drawdown Date .  The date on which any Loan is made or is to be made, and the date on which any Revolving Credit Loan is converted or continued in accordance with §2.7.

El Torito Companies .  Collectively, ETFI and ETRI.

El Torito Concept .  The method of operation used by and the intellectual property associated with those Stores that as of the Closing Date operate under any trade name that contains the words "El Torito".

El Torito Grill Concept .  The method of operation used by and the intellectual property associated with those Stores that as of the Closing Date operate under any trade name that contains the words "El Torito Grill".

Eligible Assignee .  Any of (a) a commercial bank or finance company organized under the laws of the United States of America, or any State thereof or the District of Columbia, and having total assets in excess of $1,000,000,000; (b) a savings and loan association or savings bank organized under the laws of the United States of America, or any State thereof or the District of Columbia, and having a net worth of at least $100,000,000, calculated in accordance with generally accepted accounting principles; (c) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (the " OECD "), or a political subdivision of any such country, and having total assets in excess of $1,000,000,000, provided that such bank is acting through a branch or agency located in the country in which it is organized or another country which is also a member of the OECD; (d) the central bank of any country which is a member of the OECD; (e) any mutual fund, insurance company, or investment fund that is an "accredited investor" (as defined in Regulation D of the Securities Act of 1933, as amended); and (f) if, but only if, any Event of Default has occurred and is continuing, any other bank, insurance company, commercial finance company or other financial institution or other Person approved by the Agent, such approval not to be unreasonably withheld.

Employee Benefit Plan .  Any employee benefit plan within the meaning of §3(3) of ERISA maintained or contributed to by any Borrower or any ERISA Affiliate other than a Multiemployer Plan.

Environmental Laws .  See §8.17(a).

EPA .  See §8.17(b).

EPC .  As defined in the preamble hereto.

Equity Documents . Collectively, (a) the Stockholders Agreement, (b) the Subscription Agreement, (c) the Contribution Agreement, and (d) the Registration Rights Agreement.

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Equity Interests .  All equity interests of a Person, including, without limitation, any (a) common or preferred stock, (b) limited or general partnership interests, (c) limited liability company membership interests, (d) options, warrants, or other rights to purchase or acquire any Equity Interest, or (e) securities convertible into any Equity Interest.

ERISA .  The Employee Retirement Income Security Act of 1974.

ERISA Affiliate .  Any Person which is treated as a single employer with any of the Borrowers under §414 of the Code.

ERISA Reportable Event .  A reportable event with respect to a Guaranteed Pension Plan within the meaning of §4043 of ERISA and the regulations promulgated thereunder.

Escrow Agreement .  The Escrow Agreement, dated as of August 21, 2006, by and among J.P. Morgan Trust Company, National Association, as Escrow Agent thereunder, Real Mex, Parent and Sellers.

ETFI .  As defined in the preamble hereto.

ETRI .  As defined in the preamble hereto.

Eurocurrency Reserve Requirements .  For any Interest Period and for any Eurodollar Rate Loan, a rate per annum equal to the aggregate, without duplication, of the maximum rates (expressed as a decimal number) of reserve requirements in effect 2 Business Days prior to the first day of such Interest Period (including basic, supplemental, marginal and emergency reserves) under any regulations of the Federal Reserve Board or other governmental agency or authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as "eurocurrency liabilities" in Regulation D of the Federal Reserve Board) maintained by a member bank of the United States Federal Reserve System.

Eurodollar Business Day .  Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London or such other eurodollar interbank market as may be selected by the Agent in its sole discretion acting in good faith.

Eurodollar Lending Office .  Initially, the office of each Lender designated as such in Schedule 1 hereto; thereafter, such other office of such Lender, if any, that shall be making or maintaining Eurodollar Rate Loans.

Eurodollar Base Rate .  For any Interest Period with respect to a Eurodollar Rate Loan, 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 page BBAM on the Bloomberg Terminal (successor to the Dow Jones Markets Telerate Page 3750) (" Page BBAM ") 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 the Page BBAM (or otherwise on the Bloomberg Terminal) 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

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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.

Eurodollar Rate .  For any Interest Period and for any Eurodollar Rate Loan, an interest rate per annum determined as the ratio of (a) the Eurodollar Base Rate with respect to such Interest Period for such Eurodollar Rate Loan to (b) the difference between the number one and the Eurodollar Reserve Requirements with respect to such Interest Period and for such Eurodollar Rate Loan.

Eurodollar Rate Loans .  Revolving Credit Loans bearing interest calculated by reference to the Eurodollar Rate.

Event of Default .  See §14.1.

Excess Cash Flow .  As defined in the Unsecured Credit Agreement as in effect on the Closing Date.

Existing Credit Agreement .  As defined in the preamble hereto.

Facilities .  Collectively, the Revolving Credit Loan Facility and the Letter of Credit Facility.

Federal Funds Rate .  For any day, the rate per annum (rounded upward to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to the Agent on such day on such transactions as determined by the Agent in a commercially reasonable manner.

Fee Letter .  The letter agreement dated on or prior to the Closing Date among GE Capital and the Borrowers.

Financial Affiliate .  A Subsidiary of the bank holding company controlling any Lender, which Subsidiary is engaging in any of the activities permitted by §4(e) of the Bank Holding Company Act of 1956 (12 U.S.C. §1843).

generally accepted accounting principles .  (a) When used in §11, whether directly or indirectly through reference to a capitalized term used therein, means (i) principles that are consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, in effect for the fiscal year ended on the Balance Sheet Date, and (ii) to the extent consistent with such principles, the accounting practice of Real Mex reflected in its financial statements for the year ended on the Balance Sheet Date, and (b) when used in general, other than as provided above, means principles that are (i) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, as in effect from time to time, and (ii) consistently applied with past financial statements of Real Mex

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adopting the same principles, provided that in each case referred to in this definition of "generally accepted accounting principles" a certified public accountant would, insofar as the use of such accounting principles is pertinent, be in a position to deliver an unqualified opinion (other than a qualification regarding changes in generally accepted accounting principles) as to financial statements in which such principles have been properly applied.

Growth Capital Expenditures .  (a) Capital Expenditures relating to the construction, acquisition or opening of new Stores or the remodeling or conversion of existing Stores to the extent that such remodeling or conversion is not mere maintenance but is designed to result in a significant increase in the revenue generated by such Store, in each case operated by the Borrowers and their Subsidiaries after the Closing Date, plus (b) to the extent not included in the calculation of such Capital Expenditures, Consolidated Restaurant Pre-Opening Costs.

Guadala Harry’s Concept .  The method of operation used by and the intellectual property associated with those Stores that as of the Closing Date operate under any trade name that contains the words "Guadala Harry’s".

Guaranteed Pension Plan .  Any employee pension benefit plan within the meaning of §3(2) of ERISA maintained or contributed to by any Borrower or any ERISA Affiliate the benefits of which are guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan.

Hazardous Substances .  See §8.17(b).

Hola Amigos Concept .  The method of operation used by and the intellectual property associated with those Stores that as of the Closing Date operate under any trade name that contains the words "Hola Amigos".

Indebtedness .  As to any Person and whether recourse is secured by or is otherwise available against all or only a portion of the assets of such Person and whether or not contingent, but without duplication:

• • (i)             every obligation of such Person for money borrowed,

    (ii)            every obligation of such Person evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses,

    (iii)           every reimbursement obligation of such Person with respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of such Person,

    (iv)           every obligation of such Person issued or assumed as the deferred purchase price of property or services (including securities repurchase agreements but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business which are not overdue by more than sixty (60) days or which are being contested in good faith and for which the Borrowers maintain sufficient reserves in accordance with generally accepted accounting principles),

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• • (v)            every obligation of such Person under any Capitalized Lease,

    (vi)           every obligation of such Person under any lease treated as an operating lease under generally accepted accounting principles and as a loan or financing for U.S. income tax purposes (a " Synthetic Lease "),

    (vii)          all sales by such Person of (A) accounts or general intangibles for money due or to become due, (B) chattel paper, instruments or documents creating or evidencing a right to payment of money or (C) other receivables (collectively "receivables"), whether pursuant to a purchase facility or otherwise, other than in connection with the disposition of the business operations of such Person relating thereto or a disposition of defaulted receivables for collection and not as a financing arrangement, and together with any obligation of such Person to pay any discount, interest, fees, indemnities, penalties, recourse, expenses or other amounts in connection therewith,

    (viii)         every obligation of such Person (an "equity related purchase obligation") to purchase, redeem, retire or otherwise acquire for value any shares of capital stock of any class issued by such Person, any warrants, options or other rights to acquire any such shares, or any rights measured by the value of such shares, warrants, options or other rights,

    (ix)            every obligation of such Person under any forward contract, futures contract, swap, option or other financing agreement or arrangement (including, without limitation, caps, floors, collars and similar agreements), the value of which is dependent upon interest rates, currency exchange rates, commodities or other indices (a "derivative contract"),

    (x)             every obligation in respect of Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent that such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent that the terms of such Indebtedness provide that such Person is not liable therefor and such terms are enforceable under applicable law,

    (xi)            every obligation, contingent or otherwise, of such Person guaranteeing, or having the economic effect of guarantying or otherwise acting as surety for, any obligation of a type described in any of clauses (i) through (x) (the "primary obligation") of another Person (the "primary obligor"), in any manner, whether directly or indirectly, and including, without limitation, any obligation of such Person (A) to purchase or pay (or advance or supply funds for the purchase of) any security for the payment of such primary obligation, (B) to purchase property, securities or services for the purpose of assuring the payment of such primary obligation, or (C) to maintain working capital, equity capital or other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such primary obligation.

The "amount" or "principal amount" of any Indebtedness at any time of determination represented by (u) any Indebtedness issued at a price that is less than the principal amount at maturity thereof, shall be the amount of the liability in respect thereof determined in accordance

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with generally accepted accounting principles, (v) any Capitalized Lease shall be the principal component of the aggregate of the rentals obligation under such Capitalized Lease payable over the term thereof that is not subject to termination by the lessee, (w) any sale of receivables shall be the amount of unrecovered capital or principal investment of the purchaser (other than any of the Borrowers or any of their wholly-owned Subsidiaries) thereof, excluding amounts representative of yield or interest earned on such investment, (x) any synthetic lease shall be the stipulated loss value, termination value or other equivalent amount, (y) any derivative contract shall be the maximum amount of any termination or loss payment required to be paid by such Person if such derivative contract were, at the time of determination, to be terminated by reason of any event of default or early termination event thereunder, whether or not such event of default or early termination event has in fact occurred and (z) any equity related purchase obligation shall be the maximum fixed redemption or purchase price thereof inclusive of any accrued and unpaid dividends to be comprised in such redemption or purchase price.

The obligation of such Person to pay current year insurance premiums in an amount not to exceed $3,500,000 shall be excluded from Indebtedness.

Ineligible Securities .  Securities which may not be underwritten or dealt in by member banks of the Federal Reserve System under Section 16 of the Banking Act of 1993 (12 U.S.C. §24, Seventh), as amended.

Intercreditor Agreement .  The Intercreditor Agreement among the Borrowers, Wells Fargo Bank, N.A. as collateral agent and as trustee under the Senior Secured Debt Documents, and the Agent, dated as of March 31, 2004, as amended and in effect from time to time, pursuant to which, among other things, the liens securing the Senior Secured Debt are subordinated to the liens securing the Obligations.

Intercreditor Agreement (Unsecured Term Loan) .  The Subordination and Intercreditor Agreement among the Parent, the Borrowers, Credit Suisse, as administrative agent under the Unsecured Term Loan Documents, and the Agent, dated as of or prior to the Closing Date, as amended and in effect from time to time, pursuant to which, among other things, the Unsecured Term Loan and other obligations incurred pursuant to or evidenced by the Unsecured Term Loan Documents are subordinated to the Obligations.

Intercreditor Agreement (Parent Debt) .  The Subordination and Intercreditor Agreement among the Parent, the Borrowers, Credit Suisse, as administrative agent under the Parent Debt Documents, and the Agent, dated as of or prior to the Closing Date, as amended and in effect from time to time, pursuant to which, among other things, Parent Debt and other obligations incurred pursuant to or evidenced by the Parent Debt Documents are subordinated to the Obligations.

Interest Payment Date .  (a) As to any Base Rate Loan, the last day of each calendar month with respect to interest accrued during such calendar month, including, without limitation, the calendar month which includes the Drawdown Date of such Base Rate Loan; and (b) as to any Eurodollar Rate Loan in respect of which the Interest Period is (i) 3 months or less, the last day of such Interest Period, and (ii) more than 3 months, the date that is 3 months from the first day of such Interest Period and, in addition, the last day of such Interest Period.

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Interest Period .  With respect to each Revolving Credit Loan (a) initially, the period commencing on the Drawdown Date of such Loan and ending on the last day of one of the periods set forth below, as selected by the Borrowers in a Revolving Credit Loan Request (i) for any Base Rate Loan, the last day of the calendar month; and (ii) for any Eurodollar Rate Loan, 1, 2, 3 or 6 months; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Revolving Credit Loan and ending on the last day of one of the periods set forth above, as selected by the Borrowers in a Conversion Request; provided that all of the foregoing provisions relating to Interest Periods are subject to the following:

• • (a)            if any Interest Period with respect to a Eurodollar Rate Loan would otherwise end on a day that is not a Eurodollar Business Day, that Interest Period shall be extended to the next succeeding Eurodollar Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the immediately preceding Eurodollar Business Day;

    (b)            if any Interest Period with respect to a Base Rate Loan would end on a day that is not a Business Day, that Interest Period shall end on the next succeeding Business Day;

    (c)            if the Borrowers shall fail to give notice as provided in §2.7 as applicable, the Borrowers shall be deemed to have requested a conversion of the affected Eurodollar Rate Loan to a Base Rate Loan and the continuance of all Base Rate Loans as Base Rate Loans on the last day of the then current Interest Period with respect thereto;

    (d)            any Interest Period relating to any Eurodollar Rate Loan that begins on the last Eurodollar Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Eurodollar Business Day of a calendar month; and

    (e)            any Interest Period that would otherwise extend beyond the Revolving Credit Loan Maturity Date.

International Standby Practices .  With respect to any standby Letter of Credit, International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, or any successor code of standby letter of credit practices among banks adopted by the Agent in the ordinary course of its business as a standby letter of credit issuer and in effect at the time of issuance of such Letter of Credit.

Investments .  All expenditures made and all liabilities incurred (contingently or otherwise) for the acquisition of stock or Indebtedness of, or for loans, advances, capital contributions or transfers of property to, or in respect of any guaranties (or other commitments described under Indebtedness) or obligations of any Person.  In determining the aggregate amount of Investments outstanding at any particular time: (a) the amount of any Investment represented by a guaranty shall be taken at not less than the principal amount of the obligations guaranteed and still outstanding; (b) there shall be included as an Investment all interest accrued

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with respect to Indebtedness constituting an Investment unless and until such interest is paid; (c) there shall be deducted in respect of each such Investment any amount received as a return of capital (but only by repurchase, redemption, retirement, repayment, liquidating dividend or liquidating distribution); (d) there shall not be deducted in respect of any Investment any amounts received as earnings on such Investment, whether as dividends, interest or otherwise, except that accrued interest included as provided in the foregoing clause (b) may be deducted when paid; and (e) there shall not be deducted from the aggregate amount of Investments any decrease in the value thereof.

Joinder Agreement .  See §9.18.

Keystone Grill Concept .  The method of operation used by and the intellectual property associated with those Stores that as of the Closing Date operate under any trade name that contains the words "Keystone Grill".

Las Brisas Concept .  The method of operation used by and the intellectual property associated with those Stores that as of the Closing Date operate under any trade name that contains the words "Las Brisas".

L/C Issuer . means GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to the Agent in its sole discretion, in such Person’s capacity as an issuer of Letters of Credit hereunder.

Lenders .  GE Capital and the other lending institutions listed on Schedule 1 hereto and any other Person who becomes an assignee of any rights and obligations of a Lender pursuant to §20.

Letter of Credit .  See §5.1.1.

Letter of Credit Application .  See §5.1.1.

Letter of Credit Facility .  The letter of credit facility established pursuant to this Credit Agreement in an aggregate amount of $25,000,000.

Letter of Credit Fee .  See §5.6.

Letter of Credit Participation .  See §5.1.4.

Leverage Ratio .  As at the end of any fiscal quarter of the Borrowers, the ratio of (a) Consolidated Funded Indebtedness at such date to (b) Consolidated EBITDA for the period of the four (4) consecutive fiscal quarters ending on such date.

Loan Documents .  This Credit Agreement, the Notes, the Letter of Credit Applications, the Letters of Credit, the Fee Letter and the Security Documents.

Loans .  The Revolving Credit Loans.

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Maintenance Capital Expenditures .  Capital Expenditures that are not Growth Capital Expenditures.

Majority Lenders .  As of any date, any combination of Lenders the sum of whose aggregate Revolving Credit Commitments constitute at least sixty-six and two-thirds percent (66 2/3%) of the Total Revolving Credit Commitment, or, if the Total Revolving Credit Commitment has been terminated or if the Revolving Credit Loan Maturity Date has occurred, any combination of Lenders holding at least sixty-six and two-thirds percent (66 2/3%) of the total outstanding principal amount of the Loans on such date; provided , however , so long as there are two (2) Lenders or less, Majority Lenders shall be all Lenders.

Management Agreement .  The Management Services Agreement, dated as of August 21, 2006, by and between Real Mex and Sun Capital Partners Management IV, LLC.

Materially Adverse Effect .  A materially adverse effect on the business, assets or financial condition of the Borrowers and their Subsidiaries taken as a whole.

Maximum Drawing Amount .  The maximum aggregate amount that the beneficiaries may at any time draw under outstanding Letters of Credit, as such aggregate amount may be reduced from time to time pursuant to the terms of the Letter of Credit; provided , however , that the Maximum Drawing Amount shall not include the amount of any Letter of Credit to the extent any such Letter of Credit has been cash collateralized in an amount not less than 105% of the aggregate amount that the beneficiary may at any time draw under such Letter of Credit.

Measurement Period .  The period of one (1) fiscal quarter ending March 31, 2007, the period of two (2) fiscal quarters ending June 30, 2007, the period of three (3) fiscal quarters ending September 30, 2007, and each period of four (4) consecutive fiscal quarters ending thereafter.

Merger .  The consummation of the merger of RM Integrated with and into Real Mex pursuant to the Merger Documents.

Merger Documents .  (i) The Agreement and Plan of Merger, dated August 17, 2006 (the " Merger Agreement "), by and among Real Mex, the Parent, RM Integrated, Inc., and joined by Bruckman, Rosser, Sherrill & Co., Inc., as representative for the Sellers solely for the purposes of Sections 2.10 and 9.1 thereof; (ii) the Certificate of Merger (as defined in the Merger Agreement); and (iii) all other agreements and documents entered into in connection with the Merger and the other transactions contemplated thereby, in each case as amended and in effect from time to time.

Mortgaged Property .  Any Real Estate which is subject to a Mortgage.

Mortgages .  The several mortgages and deeds of trust, dated or to be dated on or prior to the Closing Date and listed on Schedule 2 , and each of the mortgages and deeds of trust which may be delivered after the Closing Date in accordance with §9.13, from one of the Borrowers to the Agent with respect to the interests of the Borrowers in certain parcels of the Real Estate consisting of fee properties and leases and in form and substance satisfactory to the Agent.

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MP .  As defined in the preamble hereto.

Multiemployer Plan .  Any multiemployer plan within the meaning of §3(37) of ERISA maintained or contributed to by any Borrower or any ERISA Affiliate that is subject to Title IV of ERISA.

Net Cash Proceeds .  In connection with any sale or other disposition of assets, any Sale-Leaseback or any issuance of equity after the Closing Date, the cash proceeds received from such sale or other disposition or such issuance, net of all costs of sale, underwriting or brokerage costs, and taxes paid or payable as a result thereof by the Borrowers or any of their Subsidiaries.

Note(s) .  The Revolving Credit Notes and the Collateral Notes.

Non-Sale-Leaseback Properties .  The eight (8) fee and leasehold real properties constituting Real Estate that are listed in part A of Schedule 12.8 attached hereto.

Obligations .  All indebtedness, obligations and liabilities of any of the Borrowers and their Subsidiaries to any of the Lenders, and the Agent, individually or collectively, existing or arising on the date of this Credit Agreement or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, arising or incurred under this Credit Agreement or any of the other Loan Documents or in respect of any of the Loans made or Reimbursement Obligations incurred or any of the Notes, Letter of Credit Applications, Letters of Credit or other instruments at any time evidencing any thereof or arising or incurred under any Rate Protection Agreements entered into by any of the Borrowers or their Subsidiaries with any of the Lenders.

Original Closing Date .  As defined in the Recitals hereto.

Other Taxes .  Any present or future stamp or documentary taxes or capital taxes or any other excise or property taxes, charges or similar duties or levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Credit Agreement or any of the other Loan Documents.

Outstanding .  With respect to the Loans, the aggregate unpaid principal thereof as of any date of determination.

Parent .  RM Restaurant Holding Corp., a Delaware corporation.

Parent Debt .  Unsecured Indebtedness of the Parent in an aggregate principal amount not to exceed $115,000,000 evidenced by the Parent Debt Documents and any Permitted Subordinated Refinancing (as defined in the Intercreditor Agreement (Parent Debt)) thereof.

Parent Debt Documents .  The Credit Agreement, dated as of October 5, 2006, among Parent, Credit Suisse and the lenders referred to therein pursuant to which up to $115,000,000 aggregate principal amount of 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.

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Parent Guaranty .  The Amended and Restated Guaranty, amended and restated as of January 29, 2007, by the Parent, in form and substance satisfactory to the Agent.

Patriot Act .  The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, P.L. 107-56, as amended.

PBGC .  The Pension Benefit Guaranty Corporation created by §4002 of ERISA and any successor entity or entities having similar responsibilities.

Perfection Certificate .  The Perfection Certificate dated as of the Closing Date delivered by each of the Borrowers to the Agent on the Closing Date.

Permitted Holder Affiliate   With respect to a specified Person, another Person that directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with such Person.  For purposes of this definition, a Person shall be deemed to "control" or be "controlled by" a Person if such Person possesses, directly or indirectly, power either (a) to vote 10% or more of the securities having ordinary voting power for the election of directors of such Person or (b) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

Permitted Holders .  Collectively, (a) Sun Capital and the other Sun Capital Affiliates, (b) the Co-Investors, and (c) any Related Parties of (i) the Sun Capital Affiliates or (ii) the Co-Investors.

Permitted LC Purposes .  See §8.15.1.

Permitted Liens .  Liens, security interests and other encumbrances permitted by §10.2.

Permitted Parent Debt .  Collectively, (a) the Parent Debt and (b) any other Indebtedness at any time incurred by Parent in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding, provided that, in the case of any Indebtedness referred to in clause (b) of this definition, (i) 100% of the proceeds of such Indebtedness are contributed by the Parent in cash to Real Mex as common equity, (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 (other than Indebtedness permitted under this clause (b)), (iv) such Indebtedness is subordinated to the Indebtedness incurred by Parent under the Parent Debt Documents on terms satisfactory to the Majority Lenders, (v) interest on such Indebtedness shall be payable only in kind, (vi) such Indebtedness does not mature, and is not subject to mandatory repurchase, redemption or amortization, in each case prior to the maturity date of the Parent Debt, and (vii) to the extent such Indebtedness contains covenants and events of default, such covenants and events of default shall be determined by the Agent to be no more restrictive, when taken as a whole, than the covenants and events of default in the Parent Debt Documents.

Person .  Any individual, corporation, partnership, trust, unincorporated association, limited liability company, business, or other legal entity, and any government or any governmental agency or political subdivision thereof.

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Rate Adjustment Period .  As defined in the definition of "Applicable Margin".

Rate Protection Agreement .  Any interest rate swap, cap, collar or similar agreement or arrangement entered into, from time to time, by any of the Borrowers or their Subsidiaries and any of the Lenders or any of their respective affiliates to protect such Borrower or such Subsidiary against fluctuations in interest rates on Indebtedness of such Borrower or such Subsidiary.

RCRA .  See §8.17(a).

Real Estate .  All real property at any time owned or leased (as lessee or sublessee) by any of the Borrowers or their Subsidiaries.

Real Estate Documentation .  See §9.13.

Real Estate Leases .  Leases, including ground leases and space leases, pursuant to which any Borrower leases Real Estate.

Real Mex .  As defined in the preamble hereto. 

Record .  The grid attached to a Note, or the continuation of such grid, or any other similar record, including computer records, maintained by any Lender with respect to any Loan referred to in such Note.

Refinancing .  The refinancing on the Closing Date of certain of the obligations outstanding under the Existing Credit Agreement with the proceeds of the amendment and restatement effected pursuant to this Credit Agreement.

Register .  See §20.3.

Registration Rights Agreement .  The Registration Rights Agreement, dated as of August 21, 2006, by and among the Parent, Sun Cantinas, and the other parties thereto.

Reimbursement Obligation .  The Borrowers’ obligation to reimburse the Agent and the Lenders on account of any drawing under any Letter of Credit as provided in §5.2.

Related Parties.   With respect to any Permitted Holder, the Permitted Holder Affiliates of such Permitted Holder and the members, partners, directors, officers, employees, agents, trustees and advisors of such Permitted Holder and of the Permitted Holder Affiliates of such Permitted Holder.

Restricted Payments .  In relation to the Borrowers, any (a) Distribution, (b) payment by any of the Borrowers to Sun Capital or any Sun Capital Affiliate other than payments to any Sun Capital Affiliate for goods and services in the ordinary course of business on terms equivalent to those obtainable in arms length transactions, (c) payment in respect of or purchase of the Senior Secured Debt, or (d) payment in respect of or purchase of the Unsecured Term Loan.

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Revolving Credit Commitment .  With respect to each Lender, the amount set forth on Schedule 1 hereto as the amount of such Lender’s commitment to make Revolving Credit Loans and participate in letters of credit pursuant to the letter of credit commitment to the Borrowers, as the same may be reduced from time to time in accordance with the provisions hereof; or if such commitment is terminated pursuant to the provisions hereof, zero.

Revolving Credit Commitment Percentage .  With respect to each Lender, the percentage set forth on Schedule 1 hereto as such Lender’s percentage of the aggregate Revolving Credit Commitments of all of the Lenders.

Revolving Credit Loan Facility .  The revolving credit loan facility established pursuant to this Credit Agreement in the aggregate amount of $15,000,000 on the Closing Date (with unlimited availability for letters of credit).

Revolving Credit Loan Maturity Date .  The earliest to occur of (a) January 29, 2009, (b) the payment or defeasance in full of the Senior Secured Debt, (c) the payment in full in cash of the Unsecured Term Loan or (d) the date upon which interest on the Permitted Parent Debt is required to be paid in cash pursuant to the terms thereof.

Revolving Credit Loan Request .  See §2.6.

Revolving Credit Loans .  Revolving credit loans made or to be made by the Lenders to the Borrowers pursuant to §2.

Revolving Credit Note Record .  A Record with respect to a Revolving Credit Note.

Revolving Credit Note(s) .  See §2.4.

RMF .  As defined in the preamble hereto.

RM Integrated .  RM Integrated, Inc., a Delaware corporation and wholly-owned subsidiary of Parent.

Sale-Leaseback .  See §10.6.

Sale-Leaseback Properties .  The five (5) fee and leasehold real properties constituting Real Estate that are listed in part B of Schedule 12.8 attached hereto.

SARA .  See §8.17(a).

Security Agreement .  The Second Amended and Restated Security Agreement, amended and restated as of January 29, 2007, among the Borrowers and the Agent, and in form and substance satisfactory to the Lenders and the Agent.

Security Documents .  The Intercreditor Agreement, the Parent Guaranty, 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

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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.

Sellers .  The Former Securities Holders (as defined in the Merger Agreement).

Senior Secured Debt .  Indebtedness of the Borrowers in an aggregate principal amount not to exceed $105,000,000 evidenced by senior secured notes due 2010 issued pursuant to the Senior Secured Debt Documents and that is expressly subject to the provisions of the Intercreditor Agreement.

Senior Secured Debt  Documents .  (i) The Indenture, dated as of the Original Closing Date, among Real Mex and Wells Fargo Bank Minnesota, National Association, pursuant to which up to $105,000,000 original principal amount of Senior Secured Debt has been issued by the Borrowers, as amended (to the extent permitted by §10.13) and in effect from time to time, and each of the notes, security documents and other documents delivered pursuant thereto, and (ii) the Intercreditor Agreement.

Stockholders Agreement .  The Stockholders Agreement, dated as of August 21, 2006, by and among Sun Cantinas, the Parent, and the other stockholders party thereto.

Stock Pledge Agreements .  (i) The Second Amended and Restated Stock Pledge Agreement, amended and restated as of January 29, 2007, among certain of the Borrowers, the Parent and the Agent and (ii) the Amended and Restated Membership Interest Pledge Agreement, amended and restated as of January 29, 2007, by and between CKR Acquisition Corp. and the Agent.

Store .  A particular restaurant at a particular location that is owned or operated by a Borrower or a Borrower’s Subsidiary.

Subscription Agreement .  The Subscription Agreement, dated as of August 16, 2006, by and between Sun Cantinas and the Parent.

Subsidiary .  Any corporation, partnership, association, trust, limited liability company or other business entity of which the designated parent shall at any time own directly or indirectly through a Subsidiary or Subsidiaries at least a majority (by number of votes) of the outstanding Voting Stock.

Sun Cantinas .  Sun Cantinas, LLC, a Delaware limited liability company.

Sun Capital .  Sun Capital Partners Group IV, Inc.

Sun Capital Affiliates .  Sun Capital and any of its Control Investment Affiliates.

Synthetic Leases .  As defined in clause (vi) of the definition of the term "Indebtedness".

TARV .  As defined in the preamble hereto.

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Taxes .  Any and all present or future taxes, levies, imposts, deductions, duties, charges, fees, compulsory loans, withholdings and restrictions or conditions of any nature imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein, and all liabilities with respect thereto, excluding, in the case of each Lender and the Agent, such taxes (including income taxes or franchise taxes) as are imposed on or measured by each Lender’s or (in case of payments made to the Agent for its own account) the Agent’s net income by any jurisdiction (whether federal, state or local and including any political subdivision thereof) under the laws of which such Lender or the Agent, as the case may be, is organized or maintains a lending office.

Tender Offer .  The offer to purchase the Notes (as defined in the Indenture), made by Real Mex on September 19, 2006, upon the terms and conditions set forth in the Tender Offer Documents.

Tender Offer Documents .  The Notice of Change of Control and Offer to Purchase for Cash Any and All Outstanding 10% Senior Secured Notes due 2010, each dated September 19, 2006.

Title Insurance Company .  (i) with respect to the Sale-Leaseback Properties, First American Title Insurance Company, and (ii) with respect to the Non-Sale-Leaseback Properties, Commonwealth Land Title Insurance Company, Lawyers Title Insurance Corporation or Transnation Title Insurance Company.

Title Policy .  In relation to each Mortgaged Property, an ALTA standard form title insurance policy issued by the Title Insurance Company (with such reinsurance or co-insurance as the Agent may require, any such reinsurance to be with direct access endorsements) in such amount as may be determined by the Agent insuring the priority of the Mortgage of such Mortgaged Property and that one of the Borrowers or one of their Subsidiaries holds marketable fee simple or, as the case may be, leasehold title to such Mortgaged Property, subject only to the encumbrances permitted by such Mortgage and which shall not contain exceptions for mechanics liens, persons in occupancy or matters which would be shown by a survey (except as may be permitted by such Mortgage), shall not insure over any matter except to the extent that any such affirmative insurance is equal to (a) with respect to each fee property, the fair market value thereof, (b) with respect to each ground lease, $500,000 and (c) with respect to each other leasehold property, $250,000, and in all cases shall contain such endorsements and affirmative insurance as the Agent in its discretion may reasonably require, including but not limited to (i) variable rate of interest endorsement, (ii) usury endorsement, (iii) revolving credit endorsement, (iv) tie-in endorsement, (v) doing business endorsement, (vi) last dollar endorsement, (vii) first-loss endorsement and (viii) anti-taint endorsement; provided for any leased property (other than ground lease property) no endorsement is required which would necessitate a survey.

Total Revolving Credit Commitment .  The sum of the Revolving Credit Commitments of the Lenders, as in effect from time to time.  On the Closing Date, the Total Revolving Credit Commitment shall include the $15,000,000 revolving credit loan commitment (with unlimited availability for letters of credit) and the $25,000,000 letter of credit commitment.

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Trademark Security Agreement .  The Trademark Collateral Security and Pledge Agreements, among one or more Borrowersand the Agent, each in form and substance satisfactory to the Lenders and the Agent.

Transaction Costs .  Fees and expenses incurred by the Parent and/or Borrowers in connection with the Merger and related financing transactions.

Type .  As to any Revolving Credit Loan, its nature as a Base Rate Loan or a Eurodollar Rate Loan.

Uniform Customs .  With respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor version thereto adopted by the Agent in the ordinary course of its business as a letter of credit issuer and in effect at the time of issuance of such Letter of Credit  or, in the case of a standby Letter of Credit, either the Uniform Customs or the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, or any successor code of standby letter of credit practices among banks adopted by the Agent in the ordinary course of its business as a standby letter of credit issuer and in effect at the time of issuance of such Letter of Credit.

Unpaid Reimbursement Obligation .  Any Reimbursement Obligation for which the Borrowers have not reimbursed the Agent and the Lenders on the date specified in, and in accordance with, §5.2.

Unprofitable Store .  At the relevant time of reference thereto, any Store whose net income (without deduction or adjustment for expenses related to interest, income taxes, depreciation or amortization or other non-cash charges, gains or losses on the sale of Capital Assets or corporate overhead that may be attributable to such Store) on an individual Store basis is less than $1 for the twelve most recently ended fiscal months, provided that, solely for the purposes of determining whether any Store is an Unprofitable Store, it shall be assumed that the net income of each Store shall be greater than $1 for each of its first six months’ of operation.

Unsecured Term Loan .  The incurrence by Real Mex of a $65,000,000 senior unsecured term loan in accordance with the Unsecured Term Loan Documents.

Unsecured Term Loan Documents .  (i) 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, as administrative agent, sole book runner and sole lead arranger, (ii) the Guarantee Agreement (as defined in the Unsecured Credit Agreement, and (iii) the Term Notes (as defined in the Unsecured Credit Agreement), in each case as amended (to the extent permitted by §10.15) and in effect from time to time.

Unsecured Term Loan Maturity Date .  October 5, 2010.

Ventura Property .  That certain real property owned by ETRI and located at 770 Seaward Avenue, Ventura, California 93001.

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Voting Stock .  Stock or similar interests, of any class or classes (however designated), the holders of which are at the time entitled, as such holders, to vote for the election of the directors (or persons performing similar functions) of the corporation, partnership, association, limited liability company, trust or other business entity involved, whether or not the right so to vote exists by reason of the happening of a contingency.

Weekly Cash Flow Projection .  See §9.4(j).

Who Song & Larry’s Concept .  The method of operation used by and the intellectual property associated with those Stores that as of the Closing Date operate under any trade name that contains the words "Who Song & Larry’s".

1.2           Rules of Interpretation .

• • (a)            A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Credit Agreement unless explicitly specified to the contrary, either in the defined term referring to such document and agreement or otherwise.

    (b)            The singular includes the plural and the plural includes the singular.

    (c)            A reference to any law includes any amendment or modification to such law.

    (d)            A reference to any Person includes its permitted successors and permitted assigns.

    (e)            Accounting terms not otherwise defined herein have the meanings assigned to them by generally accepted accounting principles applied on a consistent basis by the accounting entity to which they refer.

    (f)             The words "include", "includes" and "including" are not limiting.

    (g)            All terms not specifically defined herein or by generally accepted accounting principles, which terms are defined in the Uniform Commercial Code as in effect in the Commonwealth of Massachusetts, have the meanings assigned to them therein, with the term "instrument" being that defined under Article 9 of the Uniform Commercial Code.

    (h)            Reference to a particular "§" refers to that section of this Credit Agreement unless otherwise indicated.

    (i)             The words "herein", "hereof", "hereunder" and words of like import shall refer to this Credit Agreement as a whole and not to any particular section or subdivision of this Credit Agreement.

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• • (j)             Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including," the words "to" and "until" each mean "to but excluding," and the word "through" means "to and including."

    (k)            This Credit Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters.  All such limitations, tests and measurements are, however, cumulative and are to be performed in accordance with the terms thereof.

    (l)             This Credit Agreement and the other Loan Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Agent and the Borrowers and are the product of discussions and negotiations among all parties.  Accordingly, this Credit Agreement and the other Loan Documents are not intended to be construed against the Agent or any of the Lenders merely on account of the Agent’s or any Lender’s involvement in the preparation of such documents.

2.              THE REVOLVING CREDIT FACILITY .

2.1           Commitment to Lend .   Subject to the terms and conditions set forth in this Credit Agreement, each of the Lenders severally agrees to lend to the Borrowers and the Borrowers may borrow, repay, and reborrow on a joint and several basis from time to time from the Closing Date up to and including the Revolving Credit Loan Maturity Date upon notice by the Borrowers to the Agent given in accordance with §2.6, such sums as are requested by the Borrowers up to a maximum aggregate amount Outstanding (after giving effect to all amounts requested) 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 provided that (a) the Outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), plus the Maximum Drawing Amount, plus all Unpaid Reimbursement Obligations shall not at any time exceed the Total Revolving Credit Commitment, and (b) the Outstanding amount of Revolving Credit Loans (after giving effect to all amounts requested) shall not at any time exceed $15,000,000.  The Revolving Credit Loans shall be made pro rata in accordance with each Lender’s Revolving Credit Commitment Percentage.  Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers that the conditions set forth in §12 and §13, in the case of the initial Revolving Credit Loans to be made on the Closing Date, and §13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

2.2           Commitment Fee .   The Borrowers jointly and severally agree to pay to the Agent for the accounts of the Lenders in accordance with their respective Revolving Credit Commitment Percentages a commitment fee in an amount equal to one-half of one percent (0.50%) per annum on the average daily amount during each calendar quarter or portion thereof fromthe Closing Date to the Revolving Credit Loan Maturity Date by which the Total Revolving Credit Commitment exceeds the sum of (a) the Outstanding amount of Revolving Credit Loans plus (b) the Maximum Drawing Amount, plus (c) all Unpaid Reimbursement Obligations during such calendar quarter.  The commitment fee shall be payable quarterly in arrears on the last day of each calendar quarter for the calendar quarter then ending, commencing on the first such date

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after the Closing Date, with a final payment on the Revolving Credit Loan Maturity Date or any earlier date on which the Revolving Credit Commitments shall terminate.

2.3           Reduction of Total Revolving Credit Commitment .   Subject to §6.9, the Borrowers shall have the right at any time and from time to time upon three (3) Business Days prior written notice (confirmed telephonically on the date of delivery of such written notice) or telephonic notice  (confirmed in writing on the date of such telephonic notice) to the Agent to reduce by $1,000,000 or an integral multiple of $500,000 in excess thereof, or terminate entirely, the Total Revolving Credit Commitment, whereupon the Revolving Credit Commitments of the Lenders shall be reduced pro rata in accordance with their respective Revolving Credit Commitment Percentages of the amount specified in such notice or, as the case may be, terminated.  Promptly after receiving any notice of the Borrowers delivered pursuant to this §2.3, the Agent will notify the Lenders of the substance thereof.  Upon the effective date of any such reduction or termination, the Borrowers shall pay to the Agent for the respective accounts of the Lenders, in accordance with their Revolving Credit Commitment Percentages, the full amount of any commitment fee then accrued on the amount of the reduction.  No reduction or termination of the Revolving Credit Commitments may be reinstated.

2.4           The Revolving Credit Notes .   The Revolving Credit Loans shall be evidenced by separate joint and several promissory notes of the Borrowers in substantially the form of Exhibit A hereto (each a "Revolving Credit Note"), dated as of the Closing Date and completed with appropriate insertions.  One Revolving Credit Note shall be payable to the order of each Lender in a principal amount equal to such Lender’s Revolving Credit Commitment or, if less, the Outstanding amount of all Revolving Credit Loans made by such Lender, plus interest accrued thereon, as set forth below.  Each of the Borrowers irrevocably authorizes each Lender to make or cause to be made, at or about the time of the Drawdown Date of any Revolving Credit Loan or at the time of receipt of any payment of principal on such Lender’s Revolving Credit Note, an appropriate notation on such Lender’s Revolving Credit Note Record reflecting the making of such Revolving Credit Loan or (as the case may be) the receipt of such payment.  The Outstanding amount of the Revolving Credit Loans set forth on such Lender’s Revolving Credit Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Lender, but the failure to record, or any error in so recording, any such amount on such Lender’s Revolving Credit Note Record shall not limit or otherwise affect the obligations of the Borrowers hereunder or under any Revolving Credit Note to make payments of principal of or interest on any Revolving Credit Note when due.

2.5           Interest on Revolving Credit Loans .   Except as otherwise provided in §6.10,

• • (a)            Each Revolving Credit Loan that is a Base Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of the Interest Period with respect thereto at an annual rate equal to the sum of (i) the Base Rate plus (ii) the Applicable Margin with respect to Revolving Credit Loans which are Base Rate Loans, as in effect from time to time while such Base Rate Loan is Outstanding.

    (b)            Each Revolving Credit Loan that is a Eurodollar Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the

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• • last day of the Interest Period with respect thereto at an annual rate equal to the sum of (i) the Eurodollar Rate plus (ii) the Applicable Margin with respect to Revolving Credit Loans which are Eurodollar Rate Loans, as in effect from time to time while such Eurodollar Rate Loan is Outstanding.

    (c)            The Borrowers jointly and severally promise to pay interest on each Revolving Credit Loan in arrears on each Interest Payment Date with respect thereto.

2.6           Requests for Revolving Credit Loans .   The Borrowers shall give to the Agent telephonic and written notice (such written notice to be in the form of Exhibit B hereto) of each Revolving Credit Loan requested hereunder (a "Revolving Credit Loan Request") (a) prior to noon (Chicago time) on the proposed Drawdown Date of any Base Rate Loan equal to or less than $5,000,000, (b) prior to noon (Chicago time) on the date which is one (1) Business Day prior to the proposed Drawdown Date of any Base Rate Loan in excess of $5,000,000 and (c) prior to noon (Chicago time) on the third Eurodollar Business Day prior to the proposed Drawdown Date of any Eurodollar Rate Loan.  Each such written notice shall specify (w) the principal amount of the Revolving Credit Loan requested, (x) the proposed Drawdown Date of such Revolving Credit Loan, (y) if a Eurodollar Rate Loan, the Interest Period for such Revolving Credit Loan and (z) the Type of such Revolving Credit Loan.  Upon receipt of any such notices, the Agent shall promptly notify each of the Lenders thereof.  Each Revolving Credit Loan Request shall be irrevocable and binding on the Borrowers and shall obligate the Borrowers to accept the Revolving Credit Loan requested from the Lenders on the proposed Drawdown Date.  Each Revolving Credit Loan Request shall be in a minimum aggregate amount of $100,000 or an integral multiple of $100,000 in excess thereof.  Unless the Agent is otherwise directed in writing by the Borrowers, the proceeds of each requested borrowing after the Closing Date will be made available to the Borrowers by the Agent by wire transfer of such amount to the Borrowers pursuant to the wire transfer instructions specified on the signature page hereto in relation to the Borrowers.

2.7           Conversion Options .

• • 2.7.1        Conversion to Different Type of Revolving Credit Loan .   The Borrowers may elect from time to time to convert any Outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (a) with respect to any such conversion of a Eurodollar Rate Loan to a Base Rate Loan, the Borrowers shall give the Agent at least one (1) Business Day prior written notice (confirmed telephonically on the date of delivery of such written notice) or telephonic notice (confirmed in writing on the date of such telephonic notice) of such election; (b) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrowers shall give the Agent written notice (confirmed telephonically on the date of delivery of such written notice) or telephonic notice (confirmed in writing on the date of such telephonic notice) of such election by noon (Chicago time) on the 3rd Eurodollar Business Day prior to the date on which the Borrowers wish to convert any Base Rate Loan to a Eurodollar Rate Loan for an Interest Period designated by the Borrowers in such election; (c) with respect to any such conversion of a Eurodollar Rate Loan into a Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto and (d) no Loan may be converted into a Eurodollar Rate Loan when any Default or Event of

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• • Default has occurred and is continuing.  On the date on which such conversion is being made each Lender shall take such action as is necessary to transfer its Revolving Credit Commitment Percentage of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be.  All or any part of Outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, provided that any partial conversion shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.  Each Conversion Request relating to the conversion of a Revolving Credit Loan to a Eurodollar Rate Loan shall be irrevocable by the Borrowers.

    2.7.2        Continuation of Type of Revolving Credit Loan .   Any Revolving Credit Loan of any Type may be continued as a Revolving Credit Loan of the same Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrowers with the notice provisions contained in §2.7.1; provided that no Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default of which officers of the Agent active upon the Borrowers’ account have actual knowledge.  In the event that the Borrowers fail to provide any such notice with respect to the continuation of any Eurodollar Rate Loan as such, then such Eurodollar Rate Loan shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto.  The Agent shall notify the Lenders promptly when any such automatic conversion contemplated by this §2.7.2 is scheduled to occur.

    2.7.3        Eurodollar Rate Loans .   Any conversion to or from Revolving Credit Loans that are Eurodollar Rate Loans shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all Revolving Credit Loans that are Eurodollar Rate Loans having the same Interest Period shall not be less than $500,000 or a whole multiple of $100,000 in excess thereof.  At no time shall there be more than three (3) Revolving Credit Loans that are Eurodollar Rate Loans having different Interest Periods.

2.8           Funds for Revolving Credit Loans .

• • 2.8.1        Funding Procedures .   Not later than 1:00 p.m. (Chicago time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders will make available to the Agent, at the Agent’s Office, in immediately available funds, the amount of such Lender’s Revolving Credit Commitment Percentage of the amount of the requested Revolving Credit Loans.  Upon receipt from each Lender of such amount, and upon receipt of the documents required by §§12 and 13 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrowers the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders.  The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Revolving Credit Commitment Percentage of the requested Revolving Credit Loans shall not relieve any other Lender from its several obligation hereunder to make available to

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• • the Agent the amount of such other Lender’s Revolving Credit Commitment Percentage of any requested Revolving Credit Loans.

    2.8.2        Advances by Agent .   The Agent may, unless notified to the contrary by any Lender prior to a Drawdown Date, assume that such Lender has made available to the Agent on such Drawdown Date the amount of such Lender’s Revolving Credit Commitment Percentage of the Revolving Credit Loans to be made on such Drawdown Date, and the Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrowers a corresponding amount.  If any Lender makes available to the Agent such amount on a date after such Drawdown Date, such Lender shall pay to the Agent on demand an amount equal to the product of (a) the average computed for the period referred to in clause (c) below, of the weighted average interest rate paid by the Agent for federal funds acquired by the Agent during each day included in such period, times (b) the amount of such Lender’s Revolving Credit Commitment Percentage of such Revolving Credit Loans, times (c) a fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the date on which the amount of such Lender’s Revolving Credit Commitment Percentage of such Revolving Credit Loans shall become immediately available to the Agent, and the denominator of which is 360.  A statement of the Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount due and owing to the Agent by such Lender.  If the amount of such Lender’s Revolving Credit Commitment Percentage of such Revolving Credit Loans is not made available to the Agent by such Lender within three (3) Business Days following such Drawdown Date, the Agent shall be entitled to recover such amount from the Borrowers on demand, with interest thereon at the rate per annum applicable to the Revolving Credit Loans made on such Drawdown Date.

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3.              REPAYMENT OF THE REVOLVING CREDIT LOANS .

3.1           Maturity .   The Borrowers jointly and severally promise to pay on the Revolving Credit Loan Maturity Date, or at such earlier time as the Revolving Credit Loans become due and payable as set forth herein, and there shall become absolutely due and payable on the Revolving Credit Loan Maturity Date, or at such earlier time as the Revolving Credit Loans become due and payable as set forth herein, all of the Revolving Credit Loans Outstanding on such date, together with any and all accrued and unpaid interest thereon.

3.2           Mandatory Repayments of Revolving Credit Loans .   If at any time the sum of the Outstanding amount of the Revolving Credit Loans, plus the Maximum Drawing Amount, plus all Unpaid Reimbursement Obligations exceeds the Total Revolving Credit Commitment, then the Borrowers shall immediately pay the amount of such excess to the Agent for the respective accounts of the Lenders for application to the Revolving Credit Loans.  Each prepayment of Revolving Credit Loans shall be allocated among the Lenders, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Lender’s Revolving Credit Note, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion.  Each prepayment pursuant to this §3.2 shall be made in accordance with the provisions of §6.9.

3.3           Optional Repayments of Revolving Credit Loans .   The Borrowers shall have the right, at their election, to repay the Outstanding amount of the Revolving Credit Loans, as a whole or in part, at any time without penalty or premium, provided that any full or partial prepayment of the outstanding amount of any Eurodollar Rate Loans pursuant to this §3.3 that is not made on the last day of the Interest Period relating thereto shall be accompanied by any amounts due under §6.9 hereunder.  The Borrowers shall give the Agent, no later than noon (Chicago time), on the date of any proposed prepayment prior written notice (confirmed telephonically on the date of delivery of such written notice, but in any case such confirmation to occur no later than noon (Chicago time) time, on the date of any such proposed prepayment) or telephonic notice (confirmed in writing on the date of such telephonic notice) of any proposed prepayment pursuant to this §3.3 of Base Rate Loans, and no later than noon (Chicago time), two (2) Eurodollar Business Days prior to the date of any proposed repayment, prior written notice (confirmed telephonically on the date of delivery of such written notice) or telephonic notice (confirmed in writing on the date of such telephonic notice) of any proposed prepayment pursuant to this §3.3 of Eurodollar Rate Loans, in each case specifying the proposed date of prepayment of Revolving Credit Loans and the principal amount to be prepaid.  Each such partial prepayment of the Revolving Credit Loans shall be in a minimum amount of $100,000 or an integral multiple thereof, shall be accompanied by the payment of accrued interest on the principal prepaid to the date of prepayment and shall be applied, in the absence of instruction by the Borrowers, first to the principal of Base Rate Loans and then to the principal of Eurodollar Rate Loans.  Each partial prepayment shall be allocated among the Lenders, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Lender’s Revolving Credit Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.

4.              [INTENTIONALLY OMITTED]

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5.              LETTERS OF CREDIT.

5.1           Letter of Credit Commitment .

• • 5.1.1        Commitment to Issue Letters of Credit .   Subject to the terms and conditions hereof and the execution and delivery by the Borrowers of a letter of credit application on the applicable L/C Issuer’s customary form (a " Letter of Credit Application "), each L/C Issuer on behalf of the Lenders and in reliance upon the agreement of the Lenders set forth in §5.1.4 and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue, extend and renew for the account of the Borrowers, in accordance with such L/C Issuer’s usual and customary business practices, one or more standby or documentary letters of credit (denominated in Dollars) (individually, a " Letter of Credit "), in such form as may be requested from time to time by the Borrowers and agreed to by such L/C Issuer; provided , however , that, after giving effect to such request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed $40,000,000 at any one time and (b) the sum of the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the Outstanding amount of the Revolving Credit Loans shall not, at any time, exceed the Total Revolving Credit Commitment.  Notwithstanding the foregoing, no L/C Issuer shall have any obligation to issue any Letter of Credit:

    (a)            to support or secure any Indebtedness of any of the Borrowers or their Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrowers demonstrate to the satisfaction of such L/C Issuer and the Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrowers or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness were then secured or supported by a letter of credit issued for the account of such Borrower or such Subsidiary and the reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by such Borrower or such Subsidiary; and

    (b)            upon the occurrence of any of the following: (i) any fee due in connection with, and on or prior to, such issuance has not been paid, (ii) such Letter of Credit is requested to be issued in a form that is not acceptable to such L/C Issuer or (iii) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrowers the documents that such L/C Issuer generally uses in the ordinary course of its business for the issuance of letters of credit of the type of such Letter of Credit (collectively, the " L/C Reimbursement Agreement ").

For each issuance, extension of the expiration date of, or renewal of a Letter of Credit, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in §13 have been satisfied or waived in connection with the issuance, extension or renewal of any Letter of Credit; provided , however , that no Letter of Credit shall be issued, extended or renewed during the period starting on the first Business

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Day after the receipt by such L/C Issuer of notice from the Agent or the Majority Lenders that any condition precedent contained in §13 is not satisfied and ending on the date all such conditions are satisfied or duly waived.

For the avoidance of doubt, the Backstop Letter of Credit is a Letter of Credit issued pursuant to the terms of this Credit Agreement, including, without limitation, Section 5 hereof.

• • 5.1.2        Letter of Credit Applications .   Each Letter of Credit Application shall be completed to the satisfaction of the applicable L/C Issuer.  In the event that any provision of any Letter of Credit Application shall be inconsistent with any provision of this Credit Agreement, then the provisions of this Credit Agreement shall, to the extent of any such inconsistency, govern.

    5.1.3        Terms of Letters of Credit .   Each Letter of Credit issued, extended or renewed hereunder shall, among other things, (a) provide for the payment of sight drafts for honor thereunder when presented in accordance with the terms thereof and when accompanied by the documents described therein, and (b) have an expiry date no later than (i) the first anniversary of the issue date thereof (although Letters of Credit may provide for automatic renewals upon the expiration thereof for additional periods not exceeding one year as long as (x) the Borrowers and such L/C Issuer each have the option to prevent such renewal before the expiration of such term or any such period and (y) neither the L/C Issuer nor the Borrowers shall permit any such renewal to extend such expiration date beyond the date set forth in the immediately succeeding clause (ii)) hereof and (ii) the date which is fourteen (14) days (or, if the Letter of Credit is confirmed by a confirmer or otherwise provides for one or more nominated persons, thirty (30) days) prior to the Revolving Credit Loan Maturity Date.  Each Letter of Credit so issued, extended or renewed shall be subject to the Uniform Customs.

    5.1.4        Reimbursement Obligations of Lenders .  Each Lender severally agrees that it shall be absolutely liable, without regard to the occurrence of any Default or Event of Default or any other condition precedent whatsoever, to the extent of such Lender’s Revolving Credit Commitment Percentage, to reimburse each L/C Issuer on demand for the amount of each draft paid by such L/C Issuer under each Letter of Credit to the extent that such amount is not reimbursed by the Borrowers pursuant to §5.2 (such agreement for a Lender being called herein the " Letter of Credit Participation " of such Lender).

    5.1.5        Participations of Lenders .  Each such payment made by a Lender shall be treated as the purchase by such Lender of a participating interest in the Borrowers’ Reimbursement Obligation under §5.2 in an amount equal to such payment.  Each Lender shall share in accordance with its participating interest in any interest which accrues pursuant to §5.2.

    5.1.6        Cash Collateral Demand .  At any time during the term of this Credit Agreement, the Agent or any L/C Issuer may require that the Borrowers deliver to the Agent on demand, and the Borrowers hereby agree to deliver to the Agent at any such time, cash collateral to secure the Maximum Drawing Amount or Unpaid Reimbursement Obligation with respect to any Letter of Credit in an amount not less than 105% of the

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• • amount of the Maximum Drawing Amount and Unpaid Reimbursement Obligations under any Letter of Credit outstanding at such time.

    5.1.7        Reporting Obligations of L/C Issuers .  Each L/C Issuer agrees to provide the Agent (which, after receipt, the Agent shall provide to each Lender), in form and substance satisfactory to the Agent, each of the following on the following dates: (A) (i) on or prior to any issuance, extension and renewal, as the case may be, of any Letter of Credit by such L/C Issuer, (ii) immediately after any drawing under any such Letter of Credit or (iii) immediately after any payment (or failure to pay when due) by the Borrowers of any related reimbursement obligation as provided in §5.2), notice thereof, which shall contain a reasonably detailed description of such issuance, extension and renewal, as the case may be, drawing or payment; (B) upon the request of the Agent (or any Lender through the Agent), copies of any Letter of Credit issued, extended or renewed by such L/C Issuer and any related L/C Reimbursement Agreement and such other documents and information as may reasonably be requested by the Agent; and (C) on the first Business Day of each calendar week, a schedule of the Letters of Credit issued, extended and renewed, as the case may be, by such L/C Issuer, in form and substance reasonably satisfactory to the Agent, setting forth the Maximum Drawing Amount for such Letters of Credit outstanding on the last Business Day of the previous calendar week.

5.2           Reimbursement Obligation of the Borrowers .   In order to induce each L/C Issuer to issue, extend and renew each Letter of Credit and the Lenders to participate therein, the Borrowers hereby jointly and severally agree to reimburse or pay to the Agent, for the account of such L/C Issuer or (as the case may be) the Lenders, with respect to each Letter of Credit issued, extended or renewed by such L/C Issuer hereunder,

• • (a)            on the day following each date that any draft presented under such Letter of Credit is honored by such  L/C Issuer, or such L/C Issuer otherwise makes a payment with respect thereto, (i) the amount paid by such L/C Issuer under or with respect to such Letter of Credit, and (ii) the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by such L/C Issuer or any Lender in connection with any payment made by such L/C Issuer or any Lender under, or with respect to, such Letter of Credit,

    (b)            upon the reduction (but not termination) of the Total Revolving Credit Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Lenders and the L/C Issuers as cash collateral for all Reimbursement Obligations, and

    (c)            upon the termination of the Total Revolving Credit Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with §14, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Lenders and the L/C Issuers as cash collateral for all Reimbursement Obligations.

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Each such payment shall be made to the Agent at the Agent’s Office in immediately available funds.  Interest on any and all amounts remaining unpaid by the Borrowers under this §5.2 at any time from the date such amounts become due and payable (whether as stated in this §5.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Agent on demand at the rate specified in §6.10 for overdue principal on the Revolving Credit Loans.

5.3           Letter of Credit Payments .   If any draft shall be presented or other demand for payment shall be made under any Letter of Credit, the applicable L/C Issuer shall notify the Borrowers of the date and amount of the draft presented or demand for payment and of the date and time when it expects to pay such draft or honor such demand for payment.  If the Borrowers fail to reimburse the Agent, for the account of such L/C Issuer or (as the case may be) the Lenders, as provided in §5.2 on or before the date that such draft is paid or other payment is made by such L/C Issuer, the Agent may at any time thereafter notify the Lenders of the amount of any such Unpaid Reimbursement Obligation.  No later than 2:00 p.m. (Chicago time) on the Business Day next following the receipt of such notice, each Lender shall make available to the Agent, at the Agent’s Office, in immediately available funds, such Lender’s Revolving Credit Commitment Percentage of such Unpaid Reimbursement Obligation, together with an amount equal to the product of (i) the average, computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Agent for federal funds acquired by the Agent during each day included in such period, times (ii) the amount equal to such Lender’s Revolving Credit Commitment Percentage of such Unpaid Reimbursement Obligation, times (iii) a fraction, the numerator of which is the number of days that elapse from and including the date such L/C Issuer paid the draft presented for honor or otherwise made payment to the date on which such Lender’s Revolving Credit Commitment Percentage of such Unpaid Reimbursement obligation shall become immediately available to the Agent, and the denominator of which is 360.  The responsibility of any L/C Issuer to the Borrowers and the Lenders shall be only to determine that the documents (including each draft) delivered under each Letter of Credit in connection with such presentment shall be in conformity in all material respects with such Letter of Credit.

5.4           Obligations Absolute .   (a)     The Borrowers’ obligations under this §5 shall be absolute and unconditional under any and all circumstances and irrespective of the occurrence of any Default or Event of Default or any condition precedent whatsoever or any setoff, counterclaim or defense to payment which any of the Borrowers may have or have had against the Agent, any L/C Issuer any Lender or any beneficiary of a Letter of Credit, other than claims arising due to the gross negligence or willful misconduct of the Agent, any L/C Issuer or any Lender.  Each of the Borrowers further agrees with the Agent, the L/C Issuers and the Lenders that neither the Agent , any L/C Issuer nor any Lender shall be responsible for, and the Borrowers’ Reimbursement Obligations under §5.2 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, fraudulent or forged, or any dispute between or among the Borrowers, the beneficiary of any Letter of Credit or any financing institution or other party to which any Letter of Credit may be transferred or any claims or defenses whatsoever of any of the Borrowers against the beneficiary of any Letter of Credit or any such transferee.  The Agent, the L/C Issuers and the Lenders shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit.  Each of the Borrowers agrees that

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any action taken or omitted by the Agent, any L/C Issuer or any Lender under or in connection with each Letter of Credit and the related drafts and documents, if done in good faith, shall be binding upon the Borrowers and shall not result in any liability on the part of the Agent, any L/C Issuer or any Lender to the Borrowers.

(b)            The obligations of the Lenders under §5.1.4 and §5.1.5 above shall be absolute, unconditional and irrevocable and performed strictly in accordance with the terms of this Agreement irrespective of (A) (i) the invalidity or unenforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, (ii) any document presented under a Letter of Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Borrower) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other contractual obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) (i) the failure of any condition precedent set forth in §13 to be satisfied (each of which conditions precedent the Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial or otherwise) of any Borrower and (D) any other act or omission to act or delay of any kind of Agent or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (b), constitute a legal or equitable discharge of any obligation of any Lender hereunder.

5.5           Reliance by Issuer .   To the extent not inconsistent with §5.4, each L/C Issuer shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by such L/C Issuer.  The Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Majority Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.  The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Majority Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

5.6           Letter of Credit Fee .   The Borrower agrees to pay to Agent for the ratable benefit of the Lenders, as compensation to such Lenders for obligations incurred by Lenders at the request of the Borrowers, whether direct or indirect, contingent or otherwise, due or not due, in connection with the issuance of Letters of Credit by L/C Issuers hereunder or in connection with the reimbursement obligations and the purchase of a participation as set forth in §5.1.4 and §5.1.5 above with respect to Letters of Credit issued hereunder (collectively, " Letter of Credit Obligations "), (i) without duplication of costs and expenses otherwise payable to Agent or

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Lenders hereunder or fees otherwise paid by the Borrowers, all reasonable costs and expenses incurred by Agent or any Lender on account of such obligations with respect to any Letter of Credit issued hereunder, and (ii) for each month during which any Letter of Credit Obligation shall remain outstanding, a fee (the " Letter of Credit Fee ") in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit issued, guaranteed or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Loans which are Eurodollar Rate Loans; provided , however , at Agent’s or Majority Lenders’ option, while an Event of Default exists (or automatically while an Event of Default specified in §§14.1(g), 14.1(h) or 14.1(j) exists), such rate shall be increased by two percent (2.00%) per annum.  Such fee shall be paid to Agent for the benefit of the Lenders in arrears, on the first day of each calendar month and on the Revolving Credit Loan Maturity Date.  In addition, the Borrower shall pay to each L/C Issuer, on demand, such reasonable fees, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer in respect of the issuance, negotiation, acceptance, amendment, transfer and payment of such Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is issued.

6.              CERTAIN GENERAL PROVISIONS .

6.1           Fees .   The Borrowers jointly and severally agree to pay the Agent all fees described in the Fee Letter in accordance with the term thereof.

6.2           Funds for Payments .

• • 6.2.1        Payments to Agent .   All payments of principal, interest, Reimbursement Obligations, commitment fees, Letter of Credit Fees and any other amounts due hereunder or under any of the other Loan Documents shall be made to the Agent (for the ratable account of the Persons entitled thereto), at the Agent’s Office at the address for payment specified in the signature page hereof in relation to the Agent or at such other location that the Agent may from time to time designate, in each case at or about 12:00 p.m. (Chicago time) in immediately available funds.

    6.2.2        No Offset, etc .

    • • (a)            Any and all payments by the Borrowers hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim and free and clear of and without deduction or withholding for any Taxes.  In addition, each Borrower shall pay all Other Taxes.

        (b)            Subject to §6.2.2(f), the Borrowers agree, jointly and severally, to indemnify and hold harmless each Lender and the Agent for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this §6.2.2) paid by such Lender or the Agent and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted.  Payment under this

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• • • • indemnification shall be made within thirty (30) days after the date any Lender (through the Agent) or the Agent makes written demand therefor.

        (c)            If any Borrower shall be required by law to deduct or withhold any Taxes or Other Taxes from or in respect of any sum payable hereunder to any Lender or the Agent, then, subject to §6.2.2(f):

        • • (i)             the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this §6.2.2) such Lender or the Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made;

            (ii)            such Borrower shall make such deductions and withholdings;

            (iii)           such Borrower shall pay the full amount deducted or withheld to the relevant taxing authority or other authority in accordance with applicable law; and

            (iv)           such Borrower shall also pay to such Lender or the Agent for the account of such Lender, at the time interest is paid, all additional amounts which the respective Lender specifies as necessary to preserve the after-tax yield such Lender would have received if such Taxes or Other Taxes had not been imposed.

        (d)            Within thirty (30) days after the date of any payment by any Borrower of Taxes or Other Taxes, such Borrower shall furnish the Agent the original or a certified copy of a receipt evidencing payment thereof, or other evidence of payment reasonably satisfactory to the Agent.

        (e)            If any Borrower is required to pay additional amounts to any Lender or the Agent pursuant to subsection (b) or (c) of this §6.2.2, then such Lender shall use commercially reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its lending office so as to eliminate any such additional payment by such Borrower which may thereafter accrue, if such change in the judgment of such Lender is not otherwise disadvantageous to such Lender.

        (f)             No Borrower shall be obligated to indemnify any Lender or the Agent pursuant to §6.2.2(b) or gross up any payments to any Lender or the Agent pursuant to §6.2.2(c) in respect of United States federal withholding taxes to the extent such Lender or the Agent is organized under the laws of a jurisdiction outside the  United States and to the extent imposed as a result of (i) the failure of such Lender or the Agent to deliver the relevant form or forms prescribed by the Internal Revenue Service of the United States referred to in §20.2(j) if the Agent or such Lender is entitled under the Code to deliver such forms, (ii) the

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• • • • information or certifications made in such forms being untrue or inaccurate on the date delivered or such form or forms not establishing a complete exemption for United States withholding taxes (except by reason of a change in United States tax laws or regulations occurring after the Closing Date) or (iii) such Lender or the Agent designating a successor lending office which has the effect of causing such Lender or Agent to become obligated for tax payments (or being subject to added United States federal withholding taxes) in excess of those in effect immediately prior to such designation, unless such designation is made at the request of a Borrower.

        (g)            If a Lender or the Agent receives the benefit of a refund or credit which it determines in its sole discretion is attributable to any Taxes or Other Taxes as to which it has been indemnified by a Borrower, or with respect to which a Borrower has paid increased amounts hereunder, it shall within 30 days after the date of such receipt pay over the amount of such refund or credit (to the extent so attributable) to such Borrower, net of all reasonable out-of-pocket expenses of such Lender or the Agent related to claiming such refund or credit; provided , however , that (i) any Lender or the Agent may determine, in its sole discretion consistent with the policies of such Lender or the Agent, whether to seek such a refund or credit; (ii) any Taxes or Other Taxes that are imposed on a Lender or the Agent as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such lender or the Agent that otherwise would not have expired) of any such refund or credit with respect to which such Lender or the Agent has made a payment to a Borrower pursuant to this §6.2.2(g) shall be treated as a Tax for which a Borrower is obligated to indemnify such Lender or the Agent pursuant to this §6.2.2 without any setoff, counterclaims, exclusions or defenses; and (iii) nothing in this §6.2.2(g) shall require the Lenders or the Agent to disclose any confidential information to a Borrower (including, without limitation, its tax returns).

6.3           Computations .   All computations of interest on Base Rate Loans shall be based on a 365-day year and the actual number of days elapsed.  All computations of interest on the Eurodollar Rate Loans and of commitment fees, Letter of Credit Fees or other fees shall be based on a 360-day year and paid for the actual number of days elapsed.  Except as otherwise provided in the definition of the term "Interest Period" with respect to Eurodollar Rate Loans, whenever a payment hereunder or under any of the other Loan Documents becomes due on a day that is not a Business Day, the due date for such payment shall be extended to the next succeeding Business Day, and interest shall accrue during such extension.  The outstanding amount of the Loans as reflected on the Revolving Credit Note Records from time to time shall be considered correct and binding on the Borrowers absent manifest error.

6.4           Inability to Determine Eurodollar Rate .   In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loan, the Agent shall determine or be notified by the Majority Lenders that adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loan during any Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrowers and

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the Lenders) to the Borrowers and the Lenders.  In such event (i) any Revolving Credit Loan Request or Conversion Request with respect to Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (ii) each Eurodollar Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations of the Lenders to make Eurodollar Rate Loans shall be suspended until the Agent or the Majority Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent upon the instruction of the Majority Lenders, shall so notify the Borrowers and the Lenders.

6.5           Illegality .   Notwithstanding any other provisions herein, if any present or future law, regulation, treaty or directive or change in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain Eurodollar Rate Loans, such Lender shall forthwith give notice of such circumstances to the Borrowers and the other Lenders and thereupon (i) the commitment of such Lender to make Eurodollar Rate Loans or convert Loans of another Type to Eurodollar Rate Loans shall forthwith be suspended and (ii) such Lender’s Revolving Credit Loans then outstanding as Eurodollar Rate Loans, if any, shall be converted automatically to Base Rate Loans on the last day of each Interest Period applicable to such Eurodollar Rate Loans or within such earlier period as may be required by law.  Each of the Borrowers hereby agrees promptly to pay the Agent for the account of such Lender, upon demand by such Lender, any additional amounts necessary to compensate such Lender for any costs incurred by such Lender in making any conversion in accordance with this §6.5, including any interest or fees payable by such Lender to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder.

6.6           Additional Costs, etc .

• • (a)            If any future applicable law or any change in interpretation of any present law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:

    • • • • (i)             subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender’s Revolving Credit Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Agent and taxes covered by §6.2.2), or

            (ii)            impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against

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• • • • • • assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or

            (iii)           impose on any Lender or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender’s Revolving Credit Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such Lender’s Revolving Credit Commitment forms a part;

    and the result of any of the foregoing is:

    • • • • (A)           to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender’s Revolving Credit Commitment or any Letter of Credit, or

            (B)            to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender or the Agent hereunder on account of such Lender’s Revolving Credit Commitment, any Letter of Credit or any of the Loans, or

            (C)            to require such Lender or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrowers hereunder,

then, and in each such case, the Borrowers will, upon demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as will be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum.

• • (b)            Failure or delay on the part of any Lender to demand compensation for any increased costs or reductions in amounts received or receivable or reductions in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrowers shall not be under any obligation to compensate any Lender under subclause (a) above with respect to increased costs or reductions with respect to any period prior to the date that is one year prior to such request if such Lender knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided, further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such one year period.

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6.7           Capital Adequacy.

• • (a)            If after the date hereof any Lender or the Agent determines that (i) the adoption of or change in any law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by a court or governmental authority with appropriate jurisdiction, or (ii) compliance by such Lender or the Agent or any corporation controlling such Lender or the Agent with any such law, governmental rule, regulation, policy, guideline or directive issued after the date hereof (whether or not having the force of law) of any such entity regarding capital adequacy, has the effect of reducing the return on such Lender’s or the Agent’s commitment with respect to any Loans to a level below that which such Lender or the Agent could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or the Agent’s then existing policies with respect to capital adequacy and assuming full utilization of such entity’s capital) by any amount deemed by such Lender or (as the case may be) the Agent to be material, then such Lender or the Agent may notify the Borrowers of such fact.  To the extent that the amount of such reduction in the return on capital is not reflected in the Base Rate, the Borrowers agree to pay such Lender or (as the case may be) the Agent for the amount of such reduction in the return on capital as and when such reduction is determined upon presentation by such Lender or (as the case may be) the Agent of a certificate in accordance with §6.8 hereof.  Each Lender shall allocate such cost increases among its customers in good faith and on an equitable basis.

    (b)            Each Lender agrees that, upon the occurrence of any event giving rise to the operation of §§ 6.2.2, 6.6 or 6.7 with respect to such Lender, it will, if requested in writing by the Borrowers, use commercially reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided, that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage; provided, further, that nothing in this §6.7 shall affect or postpone any of the obligations of the Borrowers or the rights of any Lender or the Agent pursuant to §§ 6.2.2, 6.6 or 6.7.

    (c)            Upon receipt by the Borrowers from any Lender (an "Affected Lender") of a claim under §§ 6.2.2, 6.6 or 6.7, the Borrowers may:

    • • • • (i)             request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans and Revolving Credit Commitment, provided that no Lender shall be required to accede to any such request; or

            (ii)            replace such Affected Lender with another Lender or an Eligible Assignee; provided that (A) such other Lender or Eligible Assignee agrees to be the replacement Lender, (B) such replacement does not conflict with any requirement of law, (C) no Default or Event of Default shall have occurred and be continuing at the time of such

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• • • • • • replacement, (D) the Borrowers shall repay (or the replacement Lender shall purchase, at par) all Loans, accrued interest and other amounts owing to such replaced Lender prior to the date of replacement, (E) the Borrowers shall be liable to su