Exhibit 10.2     SUPPLEMENT NO. 2 (this ***“Supplement”)***dated as of March13, 2007, to the Guarantee and Collateral Agreement dated as ofNovember 1, 2006 (the ***“Guarantee and Collateral Agreement”),***among BUFFETS, INC., a Minnesota corporation (the ***“Borrower”),***BUFFETS HOLDINGS, INC., a Delaware corporation ***(“Holdings”),***eachSubsidiary of the Borrower from time to time party thereto (eachsuch subsidiary individually a ***“Subsidiary Guarantor”***andcollectively, the ***“Subsidiary Guarantors”;***the SubsidiaryGuarantors, Holdings and the Borrower are referred tocollectively herein as the ***“Grantors”)***and CREDIT SUISSE,(together with its affiliates, ***“Credit Suisse”),***as collateralagent (in such capacity, the ***“Collateral Agent”)***for the SecuredParties (as defined therein).          A. Reference is made to the Credit Agreement dated as of November 1,2006 (as amended, supplemented or otherwise modified from time to time, the ***“CreditAgreement”),***among the Borrower, Holdings, the lenders from time to time party thereto(the ***“Lenders”)***and Credit Suisse, as administrative agent for the Lenders and asCollateral Agent.          B. Capitalized terms used herein and not otherwise defined herein shallhave the meanings assigned to such terms in the Credit Agreement or the Guarantee andCollateral Agreement referred to therein, as applicable.          C. The Grantors have entered into the Guarantee and CollateralAgreement in order to induce the Lenders to make Loans and the Issuing Bank to issueLetters of Credit. Section 7.16 of the Guarantee and Collateral Agreement provides thatadditional Domestic Subsidiaries of the Loan Parties may become Subsidiary Guarantorsand Grantors under the Guarantee and Collateral Agreement by execution and delivery ofan instrument in the form of this Supplement. The undersigned Subsidiary (the ***“NewSubsidiary”)***is executing this Supplement in accordance with the requirements of theCredit Agreement to become a Subsidiary Guarantor and a Grantor under the Guaranteeand Collateral Agreement in order to induce the Lenders to make additional Loans andthe Issuing Bank to issue additional Letters of Credit and as consideration for Loanspreviously made and Letters of Credit previously issued.          Accordingly, the Collateral Agent and the New Subsidiary agree as follows:          SECTION 1. In accordance with Section 7.16 of the Guarantee and Collateral Agreement, the NewSubsidiary by its signature below becomes a Grantor and Subsidiary Guarantor under the Guaranteeand Collateral Agreement with the same force and effect as if originally named therein as aGrantor and Subsidiary Guarantor and the New Subsidiary hereby (a) agrees to all the terms andprovisions of the Guarantee and
 

 
Collateral Agreement applicable to it as a Grantor and Subsidiary Guarantor thereunder and (b)represents and warrants that the representations and warranties made by it as a Grantor andSubsidiary Guarantor thereunder are true and correct in all material respects on and as of thedate hereof. In furtherance of the foregoing, the New Subsidiary, (a) unconditionally guarantees,jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety,the due and punctual payment and performance of the Obligations and (b) as security for thepayment and performance in full of the Obligations (as defined in the Guarantee and CollateralAgreement), does hereby create and grant to the Collateral Agent, its successors and assigns, forthe ratable benefit of the Secured Parties, their successors and assigns, a security interest inand lien on all of the New Subsidiary’s right, title and interest in and to the Collateral (asdefined in the Guarantee and Collateral Agreement) of the New Subsidiary. Each reference to a*“Grantor”*or a *“Subsidiary Guarantor”*in the Guarantee and Collateral Agreement shall be deemed toinclude the New Subsidiary. The Guarantee and Collateral Agreement is hereby incorporated hereinby reference.          SECTION 2. The New Subsidiary represents and warrants to the Collateral Agent and the otherSecured Parties that this Supplement has been duly authorized, executed and delivered by it andconstitutes its legal, valid and binding obligation, enforceable against it in accordance with itsterms.          SECTION 3. This Supplement may be executed in counterparts (and by different parties heretoon different counterparts), each of which shall constitute an original, but all of which whentaken together shall constitute a single contract. This Supplement shall become effective when theCollateral Agent shall have received counterparts of this Supplement that, when taken together,bear the signatures of the New Subsidiary and the Collateral Agent. Delivery of an executedsignature page to this Supplement by facsimile transmission shall be as effective as delivery of amanually signed counterpart of this Supplement.          SECTION 4. The New Subsidiary hereby represents and warrants that (a) set forth on Schedule Iattached hereto is a true and correct schedule of the information, with respect to such NewSubsidiary, required by the Perfection Certificate attached as Exhibit B to the Guarantee andCollateral Agreement and (b) set forth under its signature hereto, is the true and correct legalname of the New Subsidiary and its jurisdiction of organization.          SECTION 5. Except as expressly supplemented hereby, the Guarantee and Collateral Agreementshall remain in full force and effect.**          SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWSOF THE STATE OF NEW YORK.**          SECTION 7. In case any one or more of the provisions contained in this Supplement should beheld invalid, illegal or unenforceable in any respect, the validity, legality and enforceabilityof the remaining provisions contained herein and in the
 

 
Guarantee and Collateral Agreement shall not in any way be affected or impaired thereby (it beingunderstood that the invalidity of a particular provision in a particular jurisdiction shall not inand of itself affect the validity of such provision in any other jurisdiction). The parties heretoshall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceableprovisions with valid provisions the economic effect of which comes as close as possible to that ofthe invalid, illegal or unenforceable provisions.          SECTION 8. All communications and notices hereunder shall (except as otherwise expresslypermitted by the Guarantee and Collateral Agreement) be in writing and given as provided inSection 7.01 of the Guarantee and Collateral Agreement. All communications and notices hereunderto the New Subsidiary shall be given to it in care of the Borrower as provided in Section 9.01 ofthe Credit Agreement.          SECTION 9. The New Subsidiary agrees to reimburse the Collateral Agent for its reasonableout-of-pocket expenses in connection with this Supplement, including the reasonable fees, othercharges and disbursements of counsel for the Collateral Agent.[Remainder of page intentionally left blank]
 

 
          IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed thisSupplement to the Guarantee and Collateral Agreement as of the day and year first above written.      BUFFETS FRANCHISE HOLDINGS, LLC,