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Item 1.03 Bankruptcy or Receivership.

On October 4, 2011, Real Mex Restaurants, Inc. (the “Company”), all of its subsidiaries (the “Subsidiaries”) and RM Holding Corp. (“Holdings” and together with the Company and the Subsidiaries, the “Debtors”) filed voluntary petitions for relief (the “Bankruptcy Filing”) under chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), which bankruptcy cases the Company anticipates will be jointly administered under case number 11-13122 (the “Cases”). The Debtors will continue to manage and operate their businesses and properties as “debtors-in-possession” pursuant to sections 1107 and 1108 of the Bankruptcy Code.

In connection with the Bankruptcy Filing, the Debtors filed motions seeking Bankruptcy Court approval of, among other things, Debtor in Possession financing (the “DIP Financing”) and the use of “cash collateral,” as such term is defined in section 363 of the Bankruptcy Code. The proposed terms and conditions of the DIP Financing will be set forth in a Senior Secured Priming and Superpriority Debtor-In-Possession Credit Agreement (the “DIP Credit Agreement”), to be dated on or about October 5, 2011, by and among the Debtors and General Electric Capital Corporation, as administrative agent and agent (the “DIP Agent”), and the other financial institutions party thereto, as Lenders (together with the DIP Agent, the “DIP Secured Parties”).

The DIP Credit Agreement will provide for senior secured priming and superpriority postpetition financing, which if approved on a final basis, is expected to consist of (i) a letter of credit facility for up to $20,000,000 (the “LC Facility”) and (ii) a revolving credit facility for up to $29,000,000 (the “Revolver Facility”). The DIP Credit Agreement’s effectiveness is conditioned upon, among other things, the Bankruptcy Court’s entry of an interim order approving the DIP Financing (the “Interim Order”). The Debtors are seeking authority to borrow on an interim basis pursuant to the Interim Order up to $20,000,000 under the LC Facility and up to $5,000,000 under the Revolver Facility. The full availability under the DIP Facility is subject to, among other things, the Bankruptcy Court’s entry of a final order approving the DIP Facility (the “Final Order”).

The Debtor’s obligations under the DIP Credit Agreement and the other related loan documents will be guaranteed unconditionally, jointly and severally, by Holdings. As security for the performance of the obligations of the Debtors under the DIP Credit Agreement and related loan documents, the DIP Agent, for the benefit of itself and the other DIP Secured Parties, will be granted a security interest in and lien on substantially all of the Debtors’ existing and after-acquired personal and fixture property, having the priority and subject to the terms and conditions set forth in the DIP Credit Agreement and the Interim Order.

The DIP Facility is expected to be used solely for: (a) working capital (excluding capital expenditures) to the extent set forth in, and in accordance with, a rolling 13-week cash flow budget approved by the DIP Secured Parties (the “Budget”), (b) capital expenditures to the extent set forth in, and in accordance with, the Budget, (c) for payment of certain related transaction costs, fees, expenses and obligations, and (d) the “roll up” of all outstanding loans, obligations, letters of credit, other liabilities and other extensions of credit and other financial accommodations in respect of the senior secured letter of credit and revolving credit facilities provided to the Debtors by General Electric Capital Corporation, as agent and the sole lender, pursuant to that certain Second Amended and Restated Revolving Credit Agreement, dated as of January 29, 2007, as amended, restated, supplemented or otherwise modified as of the petition date.

 The foregoing summary of the DIP Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the DIP Credit Agreement, which the Company intends to file as an exhibit to a subsequent Current Report on Form 8-K if and when a definitive agreement is entered into, and any Interim Order or Final Order entered by the Bankruptcy Court.

The Bankruptcy Filing described in Item 1.03 above constituted an event of default with respect to the following debt instruments (as amended, restated, supplemented or otherwise modified from time to time, collectively, the “Debt Documents”):

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The Debt Documents provide that, as a result of the Bankruptcy Filing, among other things, the principal and interest due thereunder shall become immediately due and payable.

Item 7.01 Regulation FD Disclosure.

A copy of the press release announcing the Bankruptcy Filing and the DIP Credit Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Additional information about the Cases, including court filings, will be available at http://dm.epiq11.com/RMX . Such website will be updated from time to time hereafter with additional information concerning the Cases.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits  

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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