LIMITED WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT

EXHIBIT 10.3

LIMITED WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT

THIS LIMITED WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT (this “ Agreement ”) is entered into as of the 27th day of July, 2011, by and among (a) RM RESTAURANT HOLDING CORP., a Delaware corporation (“ Holdings ”), (b) THE BANKS, FINANCIAL INSTITUTIONS AND OTHER ENTITIES PARTY THERETO FROM TIME TO TIME AS LENDERS (the “ Lenders ”) and (c) WILMINGTON TRUST, NATIONAL ASSOCIATION (AS SUCCESSOR TO WILMINGTON TRUST FSB), as administrative agent for the Lenders (in such capacity and together with its successors, the “ Administrative Agent ”).

RECITALS

WHEREAS, Holdings, the Lenders, and the Administrative Agent entered into a Credit Agreement, dated as of July 7, 2009 (as previously amended and as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”; unless otherwise defined herein, capitalized terms used herein that are not otherwise defined herein shall have the respective meanings assigned to such terms in the Credit Agreement);

WHEREAS, Holdings has requested that the Administrative Agent and the Lenders amend certain provisions of the Credit Agreement and waive certain breaches or violations and certain Defaults and Events of Default under the Credit Agreement, all as set forth in this Agreement;

WHEREAS, the Administrative Agent and Lenders agree to such amendments and waivers upon the terms and subject to conditions set forth herein;

WHEREAS, contemporaneously with the execution and delivery of this Agreement, the Senior Note Indenture is being amended as provided in a supplemental indenture in a form provided to the Administrative Agent and the Lenders (the “ Indenture Amendment ”);

WHEREAS, contemporaneously with the execution and delivery of this Agreement, the parties to the Revolving Credit Agreement are entering into a limited waiver and amendment no. 6 to the Revolving Credit Agreement in a form provided to the Administrative Agent and the Lenders (the “ Revolving Credit Agreement Amendment ”);

WHEREAS, contemporaneously with the execution and delivery of this Agreement, the parties to the Opco Credit Agreement are entering into a limited waiver and first amendment to the Opco Credit Agreement in a form provided to the Administrative Agent and the Lenders (the “ Opco Credit Agreement Amendment ” and, collectively with the aforementioned amendments in the foregoing Recitals, the “ Amendments ”);

NOW THEREFORE, in consideration of the premises and the mutual agreements set forth, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

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

2. Limited Waiver . The Administrative Agent and the Lenders hereby:

(a) waive any breach or violation of the Credit Agreement described on Annex A hereto (and any Default or Event of Default resulting directly therefrom) and the Events of Defaults described on Annex A hereto, provided , that the waivers set forth above shall be limited precisely as written and shall not be deemed or otherwise construed to constitute a waiver of any other Default or other Event of Default or any other provision of the Credit Agreement or any other Loan Document or to prejudice any right, power or remedy which the Administrative Agent or any Lender may now have or may have in the future under or in connection with any such other Default, other Event of Default or other provision of the Credit Agreement or any other Loan Document, all of which rights, power and remedies are hereby expressly reserved by the Administrative Agent and the Lenders; and

(b) notwithstanding anything to the contrary in the Credit Agreement, consent to (A) the execution and delivery of (i) the Last-Out Participation Agreement (as defined in this Agreement), (ii) the Amendments and (B) the consummation of the transactions and other matters contemplated by such documents including, without limitation, the payment of the fees, costs and expenses due and payable to the lenders, agents and trustees (and their respective counsel) expressly contemplated in the Amendments.

3. Amendments . The Credit Agreement is hereby amended as follows:

(a) §1.1 of the Credit Agreement is amended by inserting therein in the proper alphabetical order the following definitions:

“‘ Last-Out Participation ’ means a last-out participation interest under the Revolving Credit Agreement available to be purchased by Sun Cantinas Finance, LLC, a Delaware limited liability company (“ Sun Finance ”) and/or one or more Affiliates of Sun Capital Partners, Inc. pursuant to the Last-Out Participation Agreement and any Supplemental Participation Agreement.

‘ Last-Out Participation Agreement ’ means that certain Last-Out Loan Participation Agreement, dated as of July 27, 2011, by and between Sun Finance and GE Franchise Finance Commercial, LLC, a Delaware limited liability company, as successor by assignment to General Electric Capital Corporation (“ GE Franchise ”), in its individual capacity as a Lender, as amended, amended and restated, modified or supplemented from time to time.

‘ Second Amendment Date ’ means July 27, 2011.

‘ Supplemental Participation Agreement ’ means a last-out participation agreement by and between Sun Finance and GE Franchise (or one or more of their respective permitted assigns) described in the Last-Out Participation Agreement.”

(b) §6.1(a)(i) of the Credit Agreement is amended and restated to read in its entirety as follows:

“(i) Indebtedness at any time incurred under the Revolving Credit Documents and any Permitted Refinancing Indebtedness in respect of such Indebtedness in an aggregate principal amount under this clause (i) not to exceed $40,000,000, including the Last-Out Participation, less the aggregate amount of all permanent reductions (other than any reduction in the letter of credit commitment thereunder that is accompanied with a corresponding increase in the revolving credit loan commitment thereunder or any reduction in the revolving credit loan commitment thereunder that is accompanied with a corresponding increase in the letter of credit commitment thereunder, provided, that, notwithstanding any such reduction and corresponding increase, the aggregate principal amount pursuant to this clause (i) shall not exceed $40,000,000), of the commitments thereunder by Opco or any of the Subsidiaries since the Closing Date;”

(c) §6.2(a)(x) of the Credit Agreement is amended and restated to read in its entirety as follows:

“(ii) liens upon any of the property or assets of Opco and/or the Subsidiaries created under, or evidenced or governed by, the Revolving Credit Documents (or the documents relating to any Permitted Refinancing Indebtedness in respect thereof) securing Indebtedness permitted by Section 6.1(a)(i) (including the Last-Out Participation);”

(d) §6.10 of the Credit Agreement is amended to include the following words at the present beginning thereof:

“Other than the Last-Out Participation,”

(e) Section 7 of the Credit Agreement is amended by inserting new §§7.12 and 7.13 therein after removing the “.” at the present end of §7.11 thereof, which new §§7.12 and 7.13 shall read in their entirety as follows:

“Section 7.12. Restructuring Plan . Failure by Holdings to cause Opco to submit to the Administrative Agent and the Lenders (which delivery may be made through counsel to such parties) on or prior to September 15, 2011, a reasonably detailed proposal to restructure Opco’s material debt arrangements (the “ Comprehensive Restructuring Plan ”), accompanied by an Officers’ Certificate certifying that such Comprehensive Restructuring Plan was prepared on a reasonable basis and in good faith and is based on assumptions believed by Opco to be reasonable at the time made and from the best information then reasonably available to Opco; or

Section 7.13 Plan. (i) Failure by (a) Opco, (b) the beneficial holders of a majority in aggregate principal amount of the outstanding Senior Secured Notes, (c) the majority lenders under the Revolving Credit Agreement, (d) the Requisite Lenders under the Credit Agreement (notwithstanding any limitation in the defined term “Requisite Lenders”, for so long as Cocina holds not less than 15% of the aggregate Term Loan Exposure, the determination of Requisite Lenders under this clause (d) shall include Cocina); (e) the Requisite Lenders (as defined in the Opco Credit Agreement) under the Opco Credit Agreement and (f) a majority of the holders of Holdings’ common equity interests to negotiate and execute a binding restructuring term sheet, plan support agreement, lock-up agreement or similar agreement containing the substance of the Comprehensive Restructuring Plan or another plan with respect to Opco’s material debt arrangements on or prior to October 31, 2011 (any such agreement, a “ Plan Agreement ”) (it being understood and agreed that each beneficial holder whose signature is required in order to satisfy the requirements of clause (i) of this Section 7.13 shall have the right to determine, in its sole discretion, whether or not to execute any such proposed Plan Agreement) or (ii) following the execution of a Plan Agreement, failure by Opco to comply in all material respects with the terms of the Plan Agreement, or to otherwise implement in all material respects the Plan Agreement in accordance with the terms thereof, in each case, which failure continues and has not been cured for a period of 10 days following Opco’s receipt of written notice thereof from the Administrative Agent or the Requisite Lenders.”

Section 7 is hereby further amended by adding the following new sentence to the present end thereof:

“Notwithstanding anything to the contrary contained herein, no Default or Event of Default shall occur on or prior to November 15, 2011 solely by reason of any breach or violation of Section 6.5 of this Credit Agreement for the measurement period ending on or about September 25, 2011.”

4.  Conditions . This Agreement shall be effective on the first day on which each of the following conditions precedent have been satisfied:

(a) The Administrative Agent shall have received a counterpart signature of Holdings and the Lenders party hereto which constitute Requisite Lenders under the Credit Agreement (including, without limitation Sun Cantinas, LLC and Cocina Funding Corp., L.L.C.);

(b) Holdings shall, or shall cause Opco to, deliver a certificate of an authorized officer which shall (i) attach copies of all documents listed on, the Closing Checklist attached hereto as Annex B , and (ii) certify that (A) such documents are true and complete copies and (B) Holdings or Opco has taken all actions set forth on the Closing Checklist and satisfied all other conditions precedent listed thereon, all in form and substance, or in a manner, reasonably satisfactory to the Lenders party hereto which constitute Requisite Lenders under the Credit Agreement (including, without limitation Sun Cantinas, LLC and Cocina Funding Corp., L.L.C.);