FIFTH AMENDMENT TO
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT


                  THIS FIFTH  AMENDMENT TO SECOND  AMENDED AND  RESTATED  CREDIT
AGREEMENT (the  "Amendment") is made and entered into as of June 30, 1999 by and
between BUFFETS,  INC., a Minnesota  corporation (the "Borrower"),  the Banks as
defined in the Credit Agreement (as hereinafter  defined) and U.S. BANK NATIONAL
ASSOCIATION,   a  national  banking   association   f/k/a  First  Bank  National
Association,  one of the Banks,  as agent for the Banks (in such  capacity,  the
"Agent").

                                    RECITALS
                                    --------

                  1. The  Borrower,  the Banks and the Agent are parties to that
certain  Second  Amended and Restated  Credit  Agreement,  dated as of April 30,
1996, as amended by that certain First  Amendment  thereto dated as of September
20, 1996, that certain Second  Amendment  thereto dated as of May 28, 1997, that
certain Third Amendment thereto dated as of September 12, 1997, and that certain
Fourth  Amendment  thereto  dated October 1, 1998 (as so amended and as the same
may be amended,  supplemented,  restated,  or  otherwise  modified,  the "Credit
Agreement").

                  2. The Borrower  has  requested  that the Banks amend  certain
provisions  contained in the Credit  Agreement,  and the Banks have agreed to do
so, subject to the terms and conditions set forth in this Amendment.

                                    AGREEMENT
                                    ---------

                  NOW,  THEREFORE,  for good  and  valuable  consideration,  the
receipt and adequacy of which are hereby acknowledged, the parties hereto hereby
covenant and agree to be bound as follows:

     SECTION  1.  CAPITALIZED  TERMS.  Capitalized  terms  used  herein  and not
otherwise  defined herein shall have the meanings assigned to them in the Credit
Agreement, unless the context shall otherwise require.

     SECTION 2. AMENDMENT. Section 1.1 of the Credit Agreement is hereby amended
by amending  the  definition  of  "Termination  Date" in its entirety to read as
follows:


               "Termination  Date":  The earliest of (a) July 14, 1999,  (b) the
               date on which the Commitments are terminated  pursuant to Section
               7.2 hereof,  or (c) the date on which the Commitment  Amounts are
               reduced to zero pursuant to Section 2.14 hereof.

                                      -1-

<PAGE>

     SECTION 3. EFFECTIVENESS OF AMENDMENTS.  This Amendment shall be effective,
upon delivery to the Agent,  with sufficient  counterparts  for the Banks,  this
Amendment, executed by the Borrower and the Majority Banks.

     SECTION 4. REPRESENTATIONS; NO DEFAULT. The Borrower hereby represents that
on and as of the date hereof and after giving  effect to this  Amendment (a) all
of the  representations  and  warranties  contained in the Credit  Agreement are
true,  correct and  complete in all  material  respects as of the date hereof as
though made on and as of such date,  except to the extent  such  representations
and  warranties  specifically  relate to an earlier date, in which case they are
true and correct as of such earlier date, and (b) there will exist no Default or
Event of  Default  on such date  which has not been  waived  by the  Banks.  The
Borrower represents and warrants that the Borrower has the power and legal right
and authority to enter into the Amendment and has duly authorized as appropriate
the  execution  and  delivery  of the  Amendment,  and the  Amendment  does  not
contravene or constitute a default under any agreement,  instrument or indenture
to which the Borrower or any of its  Subsidiaries is a party or a signatory or a
provision  of  the   Borrower's  or  any  such   Subsidiary's   certificate   of
incorporation,  bylaws or, to the best of the  Borrower's  knowledge,  any other
agreement or  requirement  of law. The Borrower  represents and warrants that no
consent,  approval or  authorization  of or registration or declaration with any
Person,  including but not limited to any governmental authority, is required in
connection  with the  execution and delivery by the Borrower of the Amendment or
the  performance of obligations of the Borrower herein  described.  The Borrower
represents  and  warrants  that the  Amendment  is the legal,  valid and binding
obligation  of the  Borrower  enforceable  in  accordance  with its  terms.  The
Borrower warrants that no events have taken place and no circumstance  exists at
the date hereof which would give the Borrower or any of its Subsidiaries a basis
to assert a  defense,  offset or  counterclaim  to any claim of the Agent or any
Bank as to any  obligations  of the Borrower or any of its  Subsidiaries  to the
Agent or any Bank.

     SECTION 5. AFFIRMATION,  FURTHER  REFERENCES.  The Banks, the Agent and the
Borrower  each  acknowledge  and  affirm  that the Credit  Agreement,  as hereby
amended,  is hereby  ratified  and  confirmed  in all  respects  and all  terms,
conditions  and  provisions of the Credit  Agreement,  except as amended by this
Amendment,  shall remain unmodified and in full force and effect. All references
in any document or  instrument to the Credit  Agreement  are hereby  amended and
shall refer to the Credit Agreement as amended by this Amendment.

                                       -2-

<PAGE>

     SECTION 6. MERGER AND INTEGRATION, SUPERSEDING EFFECT. This Amendment, from
and after the date  hereof,  embodies  the entire  agreement  and  understanding
between  the parties  hereto with  respect to the  subject  matter  hereof,  and
supersedes  and has merged into it all prior oral and written  agreements on the
same  subjects  by and  between  the  parties  hereto  with the effect that this
Amendment shall control with respect to the specific subjects hereof.

     SECTION  7.  LEGAL  EXPENSES.  As  provided  in  Section  9.2 of the Credit
Agreement,  the  Borrower  agrees to  reimburse  the Agent  upon  demand for all
reasonable  out-of-pocket expenses (including attorneys' fees and legal expenses
of Dorsey & Whitney LLP,  counsel for the Agent) incurred in connection with the
negotiation or preparation of this Amendment and all other documents  negotiated
and prepared in  connection  with this  Amendment,  and the  Borrower  agrees to
reimburse  the Agent upon demand for all other  reasonable  expenses,  including
attorneys' fees incurred as a result of or in connection with the enforcement of
the Credit Agreement as amended hereby, and including,  without limitation,  all
expenses  of  collection  of any  loans  made or to be  made  under  the  Credit
Agreement as amended hereby.

     SECTION 8.  SEVERABILITY.  Each  provision of this  Amendment and any other
statement,  instrument or  transactions  contemplated  hereby or relating hereto
shall be  interpreted in such manner as to be effective,  valid and  enforceable
under the  applicable  law of any  jurisdiction,  but, if any  provision of this
Amendment or relating hereto or thereto shall be held to be prohibited,  invalid
or  unenforceable  under the applicable law, such provision shall be ineffective
in such  jurisdiction  only to the  extent of such  prohibition,  invalidity  or
unenforceability,  without invalidating or rendering unenforceable the remainder
of such  provision or the remaining  provisions  of this  Amendment or any other
statement,  instrument or transaction contemplated hereby or thereby or relating
hereto or thereto in such jurisdiction, or affecting the effectiveness, validity
or enforceability of such provision in any such jurisdiction.

     SECTION 9.  SUCCESSORS.  This Amendment shall be binding upon the Borrower,
the Banks and the Agent and their respective  successors and assigns,  and shall
inure to the benefit of the Borrower, the Banks and the Agent and the successors
and assigns of the Borrower, the Banks and the Agent.


                                       -3-


<PAGE>



     SECTION 10.  HEADINGS.  The headings of various  sections of this Amendment
have been  inserted for  reference  only and shall not be deemed to be a part of
this Amendment.

     SECTION  11.  COUNTERPARTS.  This  Amendment  may be  executed  in  several
counterparts, all or any of which shall be regarded as one and the same document
and either party to such  agreements may execute any such agreement by executing
a counterpart of such agreement.

     SECTION 12. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY THE INTERNAL
LAWS OF THE  STATE OF  MINNESOTA,  WITHOUT  GIVING  EFFECT  TO  CONFLICT  OF LAW
PRINCIPLES  THEREOF,  BUT GIVING  EFFECT TO FEDERAL LAWS  APPLICABLE TO NATIONAL
BANKS.



                                       -4-


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date and year first above written.

                                        BUFFETS, INC.


                                        By /s/ Clark C. Grant
                                           ---------------------------------
                                           Its Sr. Vice President of Finance
                                               -----------------------------

                                        Address for Borrower:
                                        10260 Viking Drive
                                        Suite 100
                                        Eden Prairie, Minnesota 55344
                                        Attention:  Clark C. Grant


                                        U.S. BANK NATIONAL ASSOCIATION
                                        In its individual corporate capacity and
                                        as Agent


                                        By /s/ Megan G. Mourning
                                           ------------------------
                                           Its Vice President
                                               --------------------


                                        Address:
                                        U.S. Bank Place
                                        601 Second Avenue South
                                        Minneapolis, MN 55402-4302

                                        Attention:  Megan Mourning MPFP0601