<PAGE>
                                  EXHIBIT 10(z)

                               AMENDMENT NO. 5 TO
              FIFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
                         DATED AS OF SEPTEMBER 22, 2003

     THIS AMENDMENT NO. 5 ("Amendment No. 5") dated as of May 4, 2005 between
MAX & ERMA'S RESTAURANTS, INC., a Delaware corporation (the "Company"), and
NATIONAL CITY BANK, as successor by merger to THE PROVIDENT BANK, an Ohio
banking corporation (the "Bank").

                                   WITNESSETH:

     WHEREAS, the Company and the Bank, parties to the Fifth Amended and
Restated Revolving Credit Agreement, dated as of September 22, 2003, as amended
by Amendment No.1 dated as of December 31, 2003, Amendment No. 2 dated as of May
17, 2004, Amendment No. 3 dated as of December 17, 2004 and Amendment No. 4
dated as of March 28, 2005 (the "Agreement"), have agreed to amend the Agreement
by this Amendment No. 5 on the terms and conditions hereinafter set forth. Terms
not otherwise defined herein are used as defined in the Agreement as amended
hereby.

     NOW, THEREFORE, the Company and the Bank hereby agree as follows:

     Section 1. Amendment of the Agreement. The Agreement is, effective the date
hereof, hereby amended as follows:

          1.1. Section 3.1(b) is amended and restated in its entirety as
follows:

               (b) Security Agreements. A properly executed Amendment No. 4 to
               Third Amended and Restated Security Agreement in the form
               attached hereto as Exhibit B-1 (the "Personal Property Security
               Agreement"), a properly executed Amendment No. 2 to Amended and
               Restated Intellectual Property Security Agreement in the form
               attached hereto as Exhibit B-2 (the "Intellectual Property
               Security Agreement") and various Leasehold Open End Mortgage,
               Fixture Filing, Security Agreements and Assignment of Subleases
               and Rents dated as of May 4, 2005 (the "Leasehold Mortgages" and,
               collectively with the Personal Property Security Agreement and
               the Intellectual Property Security Agreement, the "Security
               Agreements").

     1.3. Exhibit C-8 attached hereto amends and restates in its entirety
Exhibit C-7.

     Section 2. Governing Law. This Amendment No. 5 shall be governed by and
construed in accordance with the laws of the State of Ohio.

     Section 3. Costs and Expenses. The Company hereby agree to pay on demand
all reasonable costs and expenses of the Bank in connection with the
preparation, execution and

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delivery of this Amendment No. 5 and the other documents to be delivered in
connection herewith, including, without limitation, the reasonable fees and
out-of-pocket expenses of counsel to the Bank with respect thereto.

     Section 4. Counterparts. This Amendment No. 5 may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
when taken together shall constitute one and the same agreement.

     Section 5. Warrant of Attorney. The undersigned and all indorsers authorize
any attorney at law, including an attorney engaged by the holder, to appear in
any court of record in Columbus, Ohio, after the indebtedness evidenced hereby,
or any part thereof, becomes due and waive the issuance and service of process
and confess judgment against any one or more than one of the undersigned and all
indorsers in favor of the holder, for the amount then appearing due, together
with costs of suit and, thereupon, to release all errors and waive all rights of
appeal and stay of execution, but no such judgment or judgments against any one
of the undersigned shall be a bar to a subsequent judgment or judgments against
any one or more than one of such persons against whom judgment has not been
obtained hereon. The foregoing warrant of attorney shall survive any judgment;
and if any judgment be vacated for any reason, the holder hereof nevertheless
may thereafter use the foregoing warrant of attorney to obtain an additional
judgment or judgments against the undersigned and all indorsers or any one or
more of them. The undersigned and all indorsers hereby expressly waive any
conflict of interest that the holder's attorney may have in confessing such
judgment against such parties and expressly consent to the confessing attorney
receiving a legal fee from the holder for confessing such judgment against such
parties.

     Section 6. Conditions Precedent. Simultaneously with the execution hereof,
the Bank shall receive all of the following, each dated the date hereof, in form
and substance satisfactory to the Bank:

          6.1. The certificate of an officer of the Company certifying the
resolutions of the board of directors of the Company evidencing authorization of
the execution, delivery, and performance of this Amendment No. 5 and all
documents evidencing other necessary corporate action and governmental
approvals, if any, with respect to the Loan Documents, or the transactions
contemplated.

          6.2. Executed versions of Amendment No. 5.

          6.3. Executed versions of the Leasehold Mortgages.

          6.4. Such other documents as the Bank may, in its reasonable
discretion, so require.

     Section 7. Reaffirmation of Representations and Warranties; No Defaults.
The Company hereby expressly acknowledges and confirms that the representations
and warranties of the Company set forth in Section 4 of the Agreement, as
amended, are true and accurate on this date with the same effect as if made on
and as of this date; that no financial condition or circumstance

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exists which would inevitably result in the occurrence of an Event of Default
under Section 7 of the Agreement; and that no event has occurred or no condition
exists which constitutes, or with the running of time or the giving of notice
would constitute an Event of Default under Section 7 of the Agreement.

     Section 8. Reaffirmation of Documents. Except as herein expressly modified,
the parties hereto ratify and confirm all of the terms, conditions, warranties
and covenants of the Agreement, and all security agreements, pledge agreements,
mortgage deeds, assignments, subordination agreements, or other instruments or
documents executed in connection with the Agreement, including provisions for
the payment of the Notes pursuant to the terms of the Agreement. The parties
hereto agree that this Amendment No. 5 does not constitute the extinguishment of
any obligation or indebtedness previously incurred nor does it in any manner
affect or impair any security interest granted to the Bank, all of such security
interests to be continued in full force and effect until the indebtedness
described herein is fully satisfied.

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          The parties have executed this Amendment No. 5 as of the date first
above written.

WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE.

MAX & ERMA'S RESTAURANTS, INC.          NATIONAL CITY BANK


By: /s/ William C. Niegsch, Jr.         By: /s/ Douglas E. Houser
    ---------------------------------       ------------------------------------
Name: William C. Niegsch, Jr.           Name: Douglas E. Houser
Its: Chief Financial Officer            Its: Senior Vice President

Address for Notices:                    Address for Notices:

4849 Evanswood Drive                    155 East Broad Street
Columbus, OH 43229                      Columbus, OH 43215
Attn: William C. Niegsch, Jr.           Attention: Douglas E. Houser
Telephone No.: 614-431-5800             Telephone No.: 614-463-7454
                                        Telecopy No.: 614-463-6770

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                                   EXHIBIT C-8

                         MAX & ERMA'S RESTAURANTS, INC.
                           AT THE FOLLOWING LOCATIONS:

<TABLE>
<CAPTION>
                       ADDRESS                              COUNTY
                       -------                              ------
<S>                                                     <C>
739 S. Third St., Columbus, Ohio 43206                  Franklin
1904 Lake Club Drive, Columbus, Ohio 43232              Franklin
8901 Kingsridge Drive, Dayton, Ohio 45459               Montgomery
8930 Wesleyan Road, Indianapolis, IN 46268              Marion
4550 Kenny Road, Columbus, Ohio 43220                   Franklin
31205 Orchard Lake Road, Farmington Hills, MI 48334     Oakland
1275 E. Dublin-Granville Road, Columbus, Ohio 43229     Franklin
8817 US 31 South, Indianapolis, IN 46227                Marion
630 Stanwix St., Pittsburgh, PA 15222                   Allegheny
37714 Six Mile Road, Livonia, MI 48152                  Wayne
411 Metro Place North, Dublin, Ohio 43017               Franklin
5533 Walnut Street, Shadyside, PA 15232                 Allegheny
1910 Cochran Road, Pittsburgh, PA 15220                 Allegheny
250 Merrill Street, Birmingham, MI 48009                Oakland
5899 East 86th Street, Indianapolis, IN 46250           Marion
220 City Center Drive, Columbus, Ohio 43215             Franklin
445 E. Eisenhower Blvd., Suite 1, Ann Arbor, MI 48108   Washtenaw
306 Rand Road, Arlington Heights, IL 60004              Cook
3750 W. Market St., Fairlawn, Ohio 44333                Summit
30105 Detroit Road, Westlake, Ohio 44115                Cuyahoga
2739 Fairfield Commons, Beavercreek, OH 45431           Greene
447 N. Milwaukee Ave., Vernon Hills, IL 60061           Lake
7800 Montgomery Road, Kenwood, Ohio 45236               Hamilton
27466 Novi Road, #B237, Novi, MI 48377                  Oakland
3191 28th St., SE, Grand Rapids, MI 49508               Kent
2020 W. 75th Street, Woodridge, Ill 60517               DuPage
</TABLE>

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<TABLE>
<CAPTION>
                       ADDRESS                              COUNTY
                       -------                              ------
<S>                                                     <C>
2475 Higgins Road, Hoffman Estates, IL 60195            Cook
1317 Hamilton Road, Gahanna, OH 43230                   Franklin
8619 J.W. Clay Blvd., Charlotte, NC 28262               Mecklenburg
6930 Miller Lane, Dayton, Ohio 45414                    Montgomery
936 Sheraton Drive, Mars, PA 16046                      Allegheny
201 S. Bridewell Drive, Burr Ridge, IL 60521            DuPage
33675 Solon Road, Solon, OH 44139                       Cuyahoga
6420 Grand Avenue, Gurnee, IL 60031                     Lake
3030 Lakecrest Circle, Lexington, KY 40513              Fayette
130 Andrew Drive, Pittsburgh, PA 15275                  Allegheny
2240 Canton Center North, Canton, MI  48187             Wayne
1155 Mt. Vernon Highway, Atlanta, GA 30338              Fulton
3040 Steve Reynolds Blvd., Duluth, GA 30095             Gwinnett
1515 Polaris Parkway, Columbus, OH 43240                Franklin
4279 Cemetery Road, Hilliard, OH 43026                  Franklin
1391 Arrowhead Drive, Maumee, OH 43537                  Lucas
28254 Diehl Road, Warrenville, IL 60555                 DuPage
1848 Alysheba Way, Lexington, KY 40509                  Fayette
7085 Engle Road, Middleburg Heights, OH 44130           Cuyahoga
2740 Mosside Blvd, Monroeville, PA 15146                Allegheny
2080 Interchange Road, Erie PA 16509                    Erie
9226 Schulze Drive, West Chester, OH  45069             Butler
5792 Youngstown-Warren Road, Niles, OH 44446            Trumbull
300 Monticello Avenue #156 (MacArthur Center),
Norfolk, VA 23510                                       Norfolk
44899 Mound Road, Sterling Heights, MI 48314            Macomb
2901 South Hurstbourne Parkway, Louisville, KY 40220    Jefferson
12195 North Meridian Street, Carmel, IN 46032           Marion
7480 Sawmill Road, Dublin, OH 43016                     Franklin
900 Gamma Drive, Pittsburgh, PA 15238                   Allegheny
6051 Timber Ridge Drive, Prospect, KY 40059             Jefferson
8700 Sam Furr Road, Huntersville, NC 28078              Mecklenburg
2631 Edmondson Road, Norwood, OH 45209                  Hamilton
</TABLE>

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<TABLE>
<CAPTION>
                       ADDRESS                              COUNTY
                       -------                              ------
<S>                                                     <C>
3940 Rivertown Parkway SW, Grandville, MI 49418         Kent
6260 Intech Commons Drive, Indianapolis, IN 46278       Marion
4255 Baldwin Road, Auburn Hills, MI 48326               Oakland
20506 North Rand Road, Deer Park, IL 60010              Lake
178 Easton Town Center, Columbus, OH 43219              Franklin
5150 William Flynn Highway, Gibsonia, PA 15044          Allegheny
2515 Lake Lansing Road, Lansing, MI 48912               Ingham
7890 Mentor Avenue, Mentor, OH 44060                    Lake
4093 Washington Road, McMurray, PA 15317                Washington
122 North Adams Road, Rochester Hills, MI 48309         Oakland
3921 Summit Plaza Drive, Louisville, KY 40241           Jefferson
5020 Tiedeman Road, Brooklyn, OH 44144                  Cuyahoga
805 Eastgate North Drive, Cincinnati, OH 45245          Clermont
8050 East Broad Street, Reynoldsburg, OH 43068          Franklin
7050 W. Central Avenue, Toledo, OH  43617               Lucas
6601 Newburgh Road, Westland, MI 48185                  Wayne
4512 Virginia Beach Blvd., Virginia Beach, VA 23462     Virginia Beach
790 N. State Street, Westerville, OH 43081              Franklin
4320 Everhard Road, N.W., Canton, OH 44718              Stark
1210 Levis Commons Blvd., Perrysburg, OH 43551          Lucas
</TABLE>