SIXTH AMENDMENT TO
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT


                  THIS SIXTH  AMENDMENT TO SECOND  AMENDED AND  RESTATED  CREDIT
AGREEMENT (the  "Amendment") is made and entered into as of July 14, 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,  that certain
Fourth Amendment thereto dated October 1, 1998, and that certain Fifth Amendment
thereto  dated  June 30,  1999 (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. AMENDMENTS. The Credit Agreement is hereby amended as follows:

     (a) 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) June 30, 2002, (b)
                    the date on which the Commitments are terminated pursuant to
                    Section 7.2 hereof or (c) the date on

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                    which the Commitment Amounts are reduced to zero pursuant to
                    Section 2.14 hereof.

     (b) Section 1.1 of the Credit  Agreement is further amended by amending the
definition of "Transformation Date" in its entirety to read as follows:

                           "Transformation Date":  July 1, 2002.
                            -------------------

     (c)  Section 2.17 of the Credit Agreement is hereby amended in its entirety
to read as follows:

          Section 2.17 Letter of Credit Fees.  For each Letter of Credit issued,
          the Borrower  shall pay to the Agent for the account of the Banks,  in
          advance  payable on the date of  issuance,  a fee (a "Letter of Credit
          Fee") in an amount  determined  by applying a per annum rate of (a) in
          the case of each  Letter of Credit with an  expiration  date less than
          six months  after its  issuance  date,  three-quarters  of one percent
          (0.75%),  (b) in the case of each Letter of Credit with an  expiration
          date  less  than  twelve  months  after  its  issuance  date,  one and
          one-quarter  percent (1.25%),  and (c) in the case of any other Letter
          of Credit,  one and one-half  percent  (1.50%),  to the original  face
          amount  of the  Letter  of  Credit  for the  period  from  the date of
          issuance to the scheduled expiration date of such Letter of Credit. In
          addition to the Letter of Credit Fee,  the  Borrower  shall pay to the
          Agent,  on demand,  all  issuance,  amendment,  drawing and other fees
          regularly  charged by the Agent to its letter of credit  customers and
          all  out-of-pocket  expenses  incurred by the Agent in connection with
          the issuance,  amendment,  administration  or payment of any Letter of
          Credit.

     (d)  A new Section 4.23 is hereby added to the Credit  Agreement to read as
follows:

          Section  4.23 Year  2000.  With  respect to the year 2000  issue,  the
          Borrower shall diligently pursue to completion its year 2000 readiness
          program that is currently  underway and shall accurately  describe the
          status of that  program  in its  periodic  reporting  to  shareholders
          pursuant to its reports 10-Q and 10-K,  so long as the year 2000 issue
          remains a material consideration for its shareholders.  Borrower shall
          provide  the Bank with  copies of these  reports  when  filed with the
          Securities and Exchange Commission.

     (e)  Section 6.7 of the Credit  Agreement is hereby amended in its entirety
to read follows:

          Section  6.7  Restricted  Payments.  The  Borrower  will  not make any
          Restricted Payments, except that, to the extent no Default or Event of
          Default has

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          occurred,  is continuing or would occur as a result  thereof,  (a) the
          Borrower may issue Series A Junior  Participation  Preferred Shares in
          accordance with the terms of its Rights  Agreement dated as of October
          24, 1995,  as now in effect or as amended  from time to time,  and (b)
          the Borrower  shall be permitted to make  Restricted  Payments for the
          sole  purpose  of  redeeming  common  stock  of  the  Borrower,  in an
          aggregate amount not to exceed the amount of cash shown on the balance
          sheet  of the  Borrower  at the  end of the  most  recently  completed
          Quarterly Period.

     (f)  Section 6.10 of the Credit Agreement is hereby amended in its entirety
to read as follows:

          Section 6.10 Capital Expenditures. The Borrower will not, and will not
          permit any  Subsidiary  to (a) make Capital  Expenditures  (other than
          Capitalized  Restaurant  Lease  Obligations),   net  of  any  landlord
          contribution,  in an amount  greater  than  $90,000,000  in any fiscal
          year;  or (b) enter into  Capitalized  Restaurant  Lease  Obligations,
          except Capitalized  Restaurant Lease Obligations of the Borrower,  any
          Real  Estate  Subsidiary  and,  to the extent  permitted  pursuant  to
          Section  6.18,  other  Subsidiaries,  in any fiscal year which  exceed
          $15,000,000.

     (g)  Section  6.12(f)  of the  Credit  Agreement  is hereby  amended in its
entirety to read as follows:

          (f) loans to and  investments  in (in  addition to those  permitted by
          clause  (d))  entities  other  than   wholly-owned   Subsidiaries   or
          Guarantors that are primarily  engaged in the type of business engaged
          in by the  Borrower,  not to  exceed at any one time an  aggregate  of
          $25,000,000.

     (h)  Section 6.15 of the Credit Agreement is hereby amended in its entirety
to read as follows:

          Section  6.15  Leverage  Ratio.  The  Borrower  will  not  permit  its
          consolidated Leverage Ratio at any time to be more than 2.30 to 1.00.

     (i)  Section  6.20  of  the  Credit  Agreement  is  hereby  deleted  in its
entirety.

     (j)  Section 6.21 of the Credit  Agreement is hereby  renumbered as Section
6.20.

     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.

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     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.

     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

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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.

     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.




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         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 /c/ 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 Megan G. Mourning
                                          --------------------
                                          Its Vice President
                                              ----------------

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

                                       Attention:  Megan Mourning MPFP0601



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