SECOND
      FORBEARANCE
      AGREEMENT TO CREDIT AGREEMENT

     

    This
      SECOND FORBEARANCE AGREEMENT TO CREDIT AGREEMENT (this “Agreement”)
      is
      entered into as of December 1, 2008, by and among Buffets, Inc., a Minnesota
      corporation, as a debtor and debtor-in-possession under Chapter 11 of the
      Bankruptcy Code (“Borrower”),
      Buffets Holdings, Inc., a Delaware corporation, as a debtor and
      debtor-in-possession under Chapter 11 of the Bankruptcy Code (“Holdings”),
      the
      Subsidiaries of Borrower and Holdings, as Guarantors (together with Borrower
      and
      Holdings, the “Loan
      Parties”),
      the
      financial institutions party hereto as Lenders (collectively, the “Lenders”)
      and
      Credit Suisse, Cayman Islands Branch, as administrative agent for the Lenders
      (in such capacity, the “Administrative
      Agent”).
      Capitalized terms used but not otherwise defined herein shall have the
      respective meanings ascribed to such terms in the Credit Agreement (as
      hereinafter defined). 

     

    RECITALS

     

    A. On
      January 22, 2008, Borrower and Holdings and certain of their Subsidiaries each
      filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code
      with the United States Bankruptcy Court for the District of Delaware (the
“Bankruptcy
      Court”).
      On
      February 22, 2008, the Bankruptcy Court entered a final order (as has been
      or
      may upon Lender's consent as provided therein be further amended, restated,
      supplemented or otherwise modified from time to time, the “Final
      Order”)
      authorizing Borrower to obtain post-petition debtor-in-possession financing
      pursuant to the terms and conditions set forth in that certain Secured
      Super-Priority Debtor in Possession Credit Agreement, dated as of January 22,
      2008 (as has been or may upon Lenders’ consent as provided therein be further
      amended, restated, supplemented or otherwise modified from time to time, the
      “Credit
      Agreement”).
      

     

    B. Pursuant
      to the Credit Agreement, the Lenders have agreed, subject to the terms and
      conditions set forth in the Credit Agreement, to make certain loans and other
      financial accommodations to Borrower. 

     

    C. As
      of the
      date hereof, the Event of Default listed on Exhibit
      A
      hereto
      has occurred on November 21, 2008 and is continuing as of the date hereof (the
      “Specified
      Default(s)”)
      and
      the Loan Parties agree that such Specified Default has occurred and is
      continuing. 

     

    D. Upon
      Borrower’s request, the undersigned Lenders have agreed, subject to the terms
      and conditions set forth herein, not to waive the Specified Default or any
      rights or remedies they have but to forbear from exercising certain of their
      default-related rights and remedies against Borrower and the other Loan Parties
      with respect to the Specified Default in accordance with the following.


     

    NOW,
      THEREFORE, in consideration of the foregoing, the terms, covenants and
      conditions contained herein and other good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, the parties hereto
      agree as follows:

     

    SECTION
      1. Confirmation
      by Borrower of Obligations and Specified Default.

     

    (a)
      Borrower and each other Loan Party acknowledges and agrees that as of November
      21, 2008, the aggregate principal balance of the outstanding Obligations under
      the Credit Agreement is at least $279,580,667.44, and that the respective
      principal balances of the various Loans as of such date were not less than
      the
      following:

     

    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

     

    
      
        	
                New
                  Money Loans

              	
                $
                  79,950,000.00

              
	
                Rollover
                  Loans

              	
                $199,630,667.44

              


      

    

     

    The
      foregoing amounts do not include interest, fees (including the fee Borrower
      is
      required to pay pursuant to Section 13(b) of this Agreement upon execution
      of
      this Agreement), expenses and other amounts which are chargeable or otherwise
      reimbursable under the Credit Agreement and the other Loan
      Documents. All
      of
      the Obligations, including those set forth above, are valid and outstanding,
      and
      none of Borrower and the other Loan Parties has any rights of offset, defenses,
      claims or counterclaims with respect to any of the Obligations or in respect
      of
      or against any of the Loan Parties. 

     

    (b)
      Borrower and each other Loan Party acknowledges and agrees that the Specified
      Default constitutes a material Event of Default that has occurred and is
      continuing as of the date hereof. Prior to the effectiveness of this Agreement,
      the existence of the Specified Default (i) relieved the Lenders from any
      obligation to provide any financial accommodations under the Credit Agreement
      or
      other Loan Documents and (ii) permitted the Lenders to, among other things,
      (A)
      suspend or terminate any commitment to provide Loans or make other extensions
      of
      credit under any or all of the Credit Agreement and the other Loan Documents,
      (B) accelerate all or any portion of the New Money Loans, (C) charge the default
      interest rate applicable pursuant to Section 2.07 of the Credit Agreement with
      respect to the New Money Loans, (D) if necessary, commence any legal or other
      action to collect any or all of the Obligations from Borrower, any other Loan
      Party and/or any Collateral or any other property as to which any other Person
      granted the Lenders a security interest therein as security for the Obligations
      or any guaranty thereof (collectively, the “Other
      Collateral”),
      (E)
      foreclose or otherwise realize on any or all of the Collateral and Other
      Collateral, and/or appropriate, set-off and apply to the payment of any or
      all
      of the Obligations, any or all of the Collateral and Other Collateral, (F)
      take
      any other enforcement action or otherwise exercise any or all rights and
      remedies provided for by any or all of the Credit Agreement, the other Loan
      Documents or applicable law, and/or (G) exercise any other and further right
      provided for in the Final Order.

     

    SECTION
      2. Forbearance;
      Forbearance Default Rights and Remedies.

     

    (a) Effective
      as of the Forbearance Effective Date, the Lenders agree that until the
      expiration or termination of the Forbearance Period (as hereinafter defined),
      they will temporarily forbear from exercising their respective default-related
      rights and remedies against Borrower or any other Loan Party solely with respect
      to the Specified Default. As used herein, the term “Forbearance
      Period”
shall
      mean the period beginning on the Forbearance Effective Date and ending on the
      earlier to occur of: (i) any Forbearance Default (as hereinafter defined),
      and
      (ii) December 5, 2008; provided, however that if (x) the Borrower and the
      Lenders negotiate and successfully conclude an amendment to the Credit Agreement
      on or before December 5, 2008, and (y) the Borrower files an emergency motion
      with the Bankruptcy Court for approval of said amendment on or before December
      8, 2008 with such hearing to be held no later than December 16, 2008, then
      the
      Forbearance Period shall be automatically extended to the date of the hearing
      in
      the Bankruptcy Court in respect of such motion but in no event later than
      December 16, 2008; provided further however, that if the Lenders have not
      provided the Borrower with a draft amendment to the Credit Agreement by 5:00
      p.m. (EST) on December 1, 2008, then the December 5, 2008 termination date
      for
      the Forbearance Period shall be automatically extended to December 10, 2008
      and
      the other dates in the foregoing provision shall be extended accordingly. As
      used herein, the term “Forbearance
      Default”
shall
      mean (A) the occurrence of any Event of Default other than the Specified
      Default, (B) the failure of Borrower or any other Loan Party to timely comply
      with any term, condition, or covenant set forth in this Agreement or (C) the
      failure of any representation or warranty made by Borrower or any other Loan
      Party under or in connection with this Agreement to be true and complete as
      of
      the date when made or any other breach of any such representation or warranty.
      Any Forbearance Default shall constitute an immediate Event of Default under
      the
      Credit Agreement and other Loan Documents. 

     

    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    


    (b) Upon
      the
      termination or expiration of the Forbearance Period, the agreement of the
      Lenders hereunder to forbear from exercising their respective default-related
      rights and remedies shall immediately terminate without the requirement of
      any
      demand, presentment, protest, or notice of any kind, all of which Borrower
      and
      the other Loan Parties each waives. Borrower and the other Loan Parties each
      agrees that the Lenders may at any time after the expiration or termination
      of
      the Forbearance Period proceed to exercise any and all of their respective
      rights and remedies under any or all of the Credit Agreement, any other Loan
      Document and/or applicable law, all of which rights and remedies are fully
      reserved by the Lenders. 

     

    (c) Any
      agreement by the Lenders to extend the Forbearance Period, if any, must be
      set
      forth in writing and signed by a duly authorized signatory of each Lender
      (constituting Required Lenders with respect hereto). Each of Borrower and the
      other Loan Parties acknowledges that no Lender has made any assurances
      concerning any possibility of an extension of the Forbearance
      Period.

     

    (d) Each
      of
      Borrower and the other Loan Parties acknowledges and agrees that any financial
      accommodation which the Lenders make on or after the Forbearance Effective
      Date
      has been made by such party in reliance upon, and is consideration for, among
      other things, the covenants, agreements, representations and warranties of
      Borrower and the other Loan Parties hereunder.

     

    (e) From
      the
      date of the occurrence of the Specified Default, Borrower shall pay interest
      on
      the New Money Loans at the default rate (i.e.,
      the
      rate otherwise applicable to the New Money Loans pursuant to Section 2.06 of
      the
      Credit Agreement plus 2.00% per annum) pursuant to Section 2.07 of the Credit
      Agreement as a result of the existence of the Specified Default.

     

    SECTION
      3. Representations,
      Warranties And Covenants Of Borrower and Other Loan Parties.
      To
      induce the Lenders to execute and deliver this Agreement, each of Borrower
      and
      the other Loan Parties represents, warrants and covenants that:

     

    (a) The
      individual executing this Agreement on behalf of Borrower and each other Loan
      Party is authorized to so act and the execution of this Agreement by such
      individual makes the obligations set forth herein legal, valid, binding and
      enforceable against Borrower or such other Loan Party in accordance with their
      respective terms, except as the enforcement thereof may be subject to the Final
      Order;

     

    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

     

    (b) Except
      with respect to the Specified Default, each of the representations and
      warranties contained in the Credit Agreement and the other Loan Documents is
      true and correct on and as of the date hereof as if made on the date hereof,
      except to the extent that such representations and warranties expressly relate
      to an earlier date, in which case such representations and warranties shall
      be
      true and correct as of such earlier date, and each of the agreements and
      covenants in the Credit Agreement and the other Loan Documents is hereby
      reaffirmed with the same force and effect as if each were separately stated
      herein and made as of the date hereof;

     

    (c) Neither
      the execution, delivery and performance of this Agreement nor the consummation
      of the transactions contemplated hereby does or shall contravene, result in
      a
      breach of, or violate the Final Order;

     

    (d) As
      of the
      date hereof, no Forbearance Default has occurred or is continuing. Lenders’
security interests in the Collateral and Other Collateral continue to be valid,
      binding, and enforceable first-priority security interests which secure the
      Obligations and no tax or judgment liens are currently of record against
      Borrower or any other Loan Party. 

     

    (e) In
      accordance with the Final Order, no payments of interest shall be made on the
      Rollover Loans for so long as the Specified Default is continuing and has not
      been waived.

     

    (f) The
      Borrower and Holdings will continue to operate their respective businesses
      and
      manage their respective properties in the ordinary course of
      business.

     

    (g) In
      accordance with the Credit Agreement, the Borrower shall provide the New Money
      Lenders with access to the Debtors’ real estate advisor, Huntley, Mulaney,
      Spargo & Sullivan, LLC, regarding real estate analyses it has performed for
      the Debtors.

     

    (h) Each
      of
      Borrower and Holdings, on behalf of itself and its successors, assigns and
      other
      legal representatives, hereby agrees that, during the Forbearance Period, it
      will not sue any of the Lenders in their capacity as Lenders and their
      respective successors and assigns and each and all of the officers, directors,
      employees, agents, attorneys and other representatives of each of the foregoing
      (collectively, the “Releasees”)
      on the
      basis of any liens, claims, interests and causes of action of any nature
      (collectively, “Claims”),
      that
      any of Borrower or Holdings or their respective agents, representatives,
      officers, directors, advisors, employees, subsidiaries, affiliates, successors
      or assigns now has or hereafter may have against the Releasees, based on facts
      existing on or before the Forbearance Effective Date that relate to: (i) any
      Loan Document, (ii) any transaction, action, or omission contemplated thereby,
      or (iii) any aspect of the dealings or relationships between or among Borrower
      and the other Loan Parties, on the one hand, and the Lenders, on the other
      hand,
      relating to any Loan Document or transaction, action or omission contemplated
      thereby.

    


    SECTION
      4. Ratification
      of Liability.
      Each of
      Borrower and the other Loan Parties hereby ratifies and reaffirms all of its
      payment and performance obligations and obligations to indemnify, contingent
      or
      otherwise, under the Credit Agreement and each other Loan Document to which
      such
      party is a party, and each such party hereby ratifies and reaffirms its grant
      of
      liens on or security interests in its properties pursuant to such Loan Documents
      to which it is a party as security for the Obligations under or with respect
      to
      the Credit Agreement, and confirms and agrees that such liens and security
      interests hereafter secure all of the Obligations. Each of Borrower and the
      other Loan Parties (i) acknowledges receipt of a copy of this Agreement and
      all
      other agreements, documents, and instruments executed and/or delivered in
      connection herewith, (ii) consents to the terms and conditions of same, and
      (iii) agrees and acknowledges that each of the Loan Documents remains in full
      force and effect and is hereby ratified and confirmed. 

    
       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

     

    SECTION
      5. Reference
      To And Effect Upon The Credit Agreement.

     

    (a) Except
      as
      expressly modified hereby, all terms, conditions, covenants, representations
      and
      warranties contained in the Credit Agreement and other Loan Documents, and
      all
      rights of the Lenders and all of the Obligations, shall remain in full force
      and
      effect. Each of Borrower and the other Loan Parties hereby confirms that no
      such
      party has any right of set-off, recoupment or other offset or any defense,
      claim
      or counterclaim with respect to any of the Obligations, the Credit Agreement
      or
      any other Loan Document.

     

    (b) Except
      as
      expressly set forth herein, the execution, delivery and effectiveness of this
      Agreement shall not directly or indirectly (i) create any obligation to make
      any
      further Loans or to continue to defer any enforcement action after the
      occurrence of any Default or Forbearance Default, (ii) constitute a consent
      to
      or waiver of any past, present or future violations of any provisions of the
      Credit Agreement or any other Loan Documents, (iii) amend, modify or operate
      as
      a waiver of any provision of the Credit Agreement or any other Loan Documents
      or
      any right, power or remedy of the Lenders, (iv) constitute a consent to any
      merger or other transaction or to any sale, restructuring or refinancing
      transaction, or (v) constitute a course of dealing or other basis for
      altering any Obligations or any other contract or instrument. Except as
      expressly set forth herein, the Lenders reserve all of their rights, powers,
      and
      remedies under the Credit Agreement, the other Loan Documents and applicable
      law. All of the provisions of the Credit Agreement and the other Loan Documents
      are hereby reiterated.

     

    (c) From
      and
      after the Forbearance Effective Date, (i) the term “Agreement” in the Credit
      Agreement, and all references to the Credit Agreement in any Loan Document
      shall
      mean the Credit Agreement, and (ii) the term “Loan Documents” in the Credit
      Agreement and the other Loan Documents shall include, without limitation, this
      Agreement and any agreements, instruments and other documents executed and/or
      delivered in connection herewith.

     

    (d) This
      Agreement shall not be deemed or construed to be a satisfaction, reinstatement,
      novation or release of the Credit Agreement or any other Loan Document.


     

    SECTION
      6. Construction.
      This
      Agreement and all other agreements and documents executed and/or delivered
      in
      connection herewith have been prepared through the joint efforts of all of
      the
      parties hereto. Neither the provisions of this Agreement or any such other
      agreements and documents nor any alleged ambiguity therein shall be interpreted
      or resolved against any party on the ground that such party or its counsel
      drafted this Agreement or such other agreements and documents, or based on
      any
      other rule of strict construction. Each of the parties hereto represents and
      declares that such party has carefully read this Agreement and all other
      agreements and documents executed in connection therewith, and that such party
      knows the contents thereof and signs the same freely and voluntarily. The
      parties hereto acknowledge that they have been represented by legal counsel
      of
      their own choosing in negotiations for and preparation of this Agreement and
      all
      other agreements and documents executed in connection herewith and that each
      of
      them has read the same and had their contents fully explained by such counsel
      and is fully aware of their contents and legal effect. 

    

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

     

    SECTION
      7. Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed an original, but all such counterparts shall constitute
      one and the same instrument, and all signatures need not appear on any one
      counterpart. Any party hereto may execute and deliver a counterpart of this
      Agreement by delivering by facsimile or other electronic transmission a
      signature page of this Agreement signed by such party, and any such facsimile
      or
      other electronic signature shall be treated in all respects as having the same
      effect as an original signature. 

     

    SECTION
      8. Severability.
      The
      invalidity, illegality, or unenforceability of any provision in or obligation
      under this Agreement in any jurisdiction shall not affect or impair the
      validity, legality, or enforceability of the remaining provisions or obligations
      under this Agreement or of such provision or obligation in any other
      jurisdiction. 

     

    SECTION
      9. Further
      Assurances.
      Borrower
      and each other Loan Party agrees to, and to cause any other Loan Party to,
      take
      all further actions and execute all further documents as the Administrative
      Agent may from time to time reasonably request to carry out the transactions
      contemplated by this Agreement and all other agreements executed and delivered
      in connection herewith.

     

    SECTION
      10. Section
      Headings.
      Section
      headings in this Agreement are included herein for convenience of reference
      only
      and shall not constitute part of this Agreement for any other
      purpose.

     

    SECTION
      11. Notices.
      All
      notices, requests, and demands to or upon the respective parties hereto shall
      be
      given in accordance with the Credit Agreement.

     

    SECTION
      12. Effectiveness.
      This
      Agreement shall become effective at the time (the “Forbearance
      Effective Date”)
      that
      all of the following conditions precedent have been met (or waived) as
      determined by the Required Lenders in their sole discretion:

     

    (a) Execution.
      The
      Administrative Agent shall have received duly executed signature pages for
      this
      Agreement signed by the Required Lenders, Borrower and the other Loan Parties.
      

     

    (b) Representations
      and Warranties.
      As of
      the Forbearance Effective Date, each representation and warranty of each Loan
      Party set forth in Section 3 shall be true and correct in all material
      respects.

     

    (c) No
      Default.
      Except
      for the Specified Default, no event shall have occurred and be continuing that
      would constitute a Default or a Forbearance Default. 

    


    
      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

     

    (d) Fees
      and Expenses.
      Borrower and each other Loan Party shall have paid the fees, costs and expenses
      described in Section 13(a) and Section 13(b) of this Agreement. 

     

    SECTION
      13. Costs
      and Expenses.
      

     

    (a)  Costs
      and Expenses.
      Borrower
      and Holdings agree, jointly and severally,
      in the
      manner and subject to the restrictions provided in the Credit Agreement and
      the
      Final Order, to pay all
      fees,
      costs, charges and expenses incurred by Anchorage
      Crossover Credit Finance, Ltd., King’s
      Cross Asset Funding 27 SARL, Watershed Capital Partners, L.P., Watershed Capital
      Institutional Partners, L.P., Watershed Capital Partners (Offshore), Ltd.,
      and
      their respective affiliates in connection with the Bankruptcy Cases, including
      but not limited to this Agreement, the Credit Agreement and the other Loan
      Documents (including the reasonable fees, charges and disbursements of Kasowitz,
      Benson Torres & Friedman LLP (“KBTF”),
      counsel to such Lenders). On or before December 1, 2008 at 5:00p.m., Borrower
      shall deposit with KBTF the sum of $250,000 as a retainer (the “KBTF
      Retainer”)
      to be
      applied by KBTF towards fees for services rendered to such Lenders in respect
      of
      the Bankruptcy Cases. Borrower and Holdings agree, jointly and severally, to
      replenish the KBTF Retainer from time to time upon written request from KBTF,
      so
      that at all times the remaining amount of the KBTF Retainer that has not been
      applied to fees for services of KBTF shall be not less than $250,000.


     

    (b)  Forbearance
      Fee.
      Borrower
      and Holdings agree, jointly and severally, on or before 5:00 p.m. on December
      1,
      2008 to pay to the Administrative Agent, for the benefit of those Lenders with
      outstanding New Money Loans, a forbearance fee in the amount of 0.25% of the
      aggregate amount of outstanding New Money Loans.

     

    SECTION
      14. Assignments;
      No Third Party Beneficiaries.
      This
      Agreement shall be binding upon and inure to the benefit of the Loan Parties,
      the Lenders and their respective successors and assigns; provided, that no
      Loan
      Party shall be entitled to delegate any of its duties hereunder and shall not
      assign any of its rights or remedies set forth in this Agreement without the
      prior written consent of the Administrative Agent in its sole discretion. No
      Person other than the parties hereto shall have any rights hereunder or be
      entitled to rely on this Agreement and all third-party beneficiary rights are
      hereby expressly disclaimed.

    


    SECTION
      15. Final
      Agreement.
      This
      Agreement, the Credit Agreement, the other Loan Documents, and the other written
      agreements, instruments, and documents entered into in connection therewith
      (collectively, the “Borrower/Lenders
      Documents”)
      set
      forth in full the terms of agreement between the parties hereto and thereto
      and
      are intended as the full, complete, and exclusive contracts governing the
      relationship among such parties, superseding all other discussions, promises,
      representations, warranties, agreements, and understandings between the parties
      with respect thereto. No term of the Borrower/Lenders Documents may be amended,
      restated, waived or otherwise modified except in a writing signed by the party
      against whom enforcement of the modification, amendment, or waiver is sought.
      Any waiver of any condition in, or breach of, any of the foregoing in a
      particular instance shall not operate as a waiver of other or subsequent
      conditions or breaches of the same or a different kind. The Lenders’ exercise or
      failure to exercise any rights or remedies under any of the foregoing in a
      particular instance shall not operate as a waiver of its right to exercise
      the
      same or different rights and remedies in any other instances. There are no
      oral
      agreements among the parties hereto that are inconsistent with the terms of
      this
      Agreement.

    
       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

    SECTION
      16. Rights
      of the Official Committee of Unsecured Creditors Unaffected.
Notwithstanding
      the foregoing, nothing in this Agreement shall affect the rights of the Official
      Committee of Unsecured Creditors under paragraph 19 of the Final Order to assert
      a Challenge or Excepted Challenge. 

     

    SECTION
      17. Governing
      Law.
      THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
      THE
      STATE OF NEW YORK.

     

    [Signature
      pages follow.]

    


    
      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, this Second Forbearance
      Agreement to Credit Agreement has been executed by the parties hereto as of
      the
      date first written above.

     

    

      
        	
                BUFFETS,
                  INC.,
                  as
                  Borrower

                 

              	
                BUFFETS
                  HOLDINGS, INC.,
                  as
                  Loan Party

              
	
                By:
                  

              	
                /s/
                  A. Keith Wall 

              	 	
                By:
                  

              	
                /s/
                  A. Keith Wall 

              
	
                Name:
                  

              	
                A.
                  Keith Wall 

              	 	
                Name:
                  

              	
                A.
                  Keith Wall 

              
	
                Its:
                  

              	
                EVP,
                  Chief Financial Officer

              	 	
                Its:
                  

              	
                EVP,
                  Chief Financial Officer

              
	 	 	 	 	 
	
                HOMETOWN
                  BUFFET, INC.,
                  as
                  Loan Party

                 

              	
                OCB
                  PURCHASING CO.,
                  as
                  Loan Party

              
	
                By:
                  

              	
                /s/
                  A. Keith Wall 

              	 	
                By:

              	
                /s/
                  A. Keith Wall 

              
	
                Name:
                  

              	
                A.
                  Keith Wall 

              	 	
                Name:
                  

              	
                A.
                  Keith Wall 

              
	
                Its:
                  

              	
                EVP,
                  Chief Financial Officer

              	 	
                Its:
                  

              	
                EVP,
                  Chief Financial Officer

              
	 	 	 	 
	
                OCB
                  RESTAURANT COMPANY, LLC,
                  as
                  Loan Party

                 

              	
                BUFFETS
                  FRANCHISE HOLDINGS, LLC,
                  as Loan Party

              
	
                By:
                  

              	
                /s/
                  A. Keith Wall 

              	 	
                By:
                  

              	
                /s/
                  A. Keith Wall 

              
	
                Name:
                  

              	
                A.
                  Keith Wall .

              	 	
                Name:
                  

              	
                A.
                  Keith Wall .

              
	
                Its:
                  

              	
                Chief
                  Finance Manager 

              	 	
                Its:
                  

              	
                Chief
                  Finance Manager 

              
	 	 	 	 	 
	
                BUFFETS
                  LEASING COMPANY, LLC,
                  as
                  Loan Party

                 

              	
                RYAN’S
                  RESTAURANT GROUP, INC.,
                  as
                  Loan Party

              
	
                By:

              	
                /s/
                  A. Keith Wall 

              	 	
                By:
                  

              	
                /s/
                  A. Keith Wall 

              
	
                Name:
                  

              	
                A.
                  Keith Wall . 

              	 	
                Name:
                  

              	
                A.
                  Keith Wall 

              
	
                Its:

              	
                Chief
                  Finance Manager

              	 	
                Its:
                  

              	
                EVP,
                  Chief Financial Officer

              
	 	 	 	 	 
	
                RYAN’S
                  RESTAURANT LEASING COMPANY, LLC,
                  as Loan Party

                 

              	
                RYAN’S
                  RESTAURANT MANAGEMENT GROUP, LLC,
                  as Loan Party

              
	
                By:
                  

              	
                /s/
                  A. Keith Wall 

              	 	
                By:
                  

              	
                /s/
                  A. Keith Wall 

              
	
                Name:
                  

              	
                A.
                  Keith Wall . 

              	 	
                Name:
                  

              	
                A.
                  Keith Wall . 

              
	
                Its:

              	
                Chief
                  Finance Manager 

              	 	
                Its:

              	
                Chief
                  Finance Manager 

              
	 	 	 	 	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                HOMETOWN
                  LEASING COMPANY, LLC,
                  as Loan Party

                 

              	
                OCB
                  LEASING COMPANY, LLC,
                  as
                  Loan Party

              
	
                By:
                  

              	
                /s/
                  A. Keith Wall 

              	 	
                By:
                  

              	
                /s/
                  A. Keith Wall 

              
	
                Name:
                  

              	
                A.
                  Keith Wall . 

              	 	
                Name:
                  

              	
                A.
                  Keith Wall . 

              
	
                Its:
                  

              	
                Chief
                  Finance Manager 

              	 	
                Its:
                  

              	
                Chief
                  Finance Manager 

              
	 	 	 	 	 
	
                FIRE
                  MOUNTAIN RESTAURANTS, LLC,
                  as
                  Loan Party

                 

              	
                FIRE
                  MOUNTAIN LEASING COMPANY, LLC,
                  as Loan Party

              
	
                By:

              	
                /s/
                  A. Keith Wall 

              	 	
                By:
                  

              	
                /s/
                  A. Keith Wall 

              
	
                Name:

              	
                A.
                  Keith Wall . 

              	 	
                Name:
                  

              	
                A.
                  Keith Wall . 

              
	
                Its:
                  

              	
                Chief
                  Finance Manager 

              	 	
                Its:
                  

              	
                Chief
                  Finance Manager 

              
	 	 	 	 	 
	
                FIRE
                  MOUNTAIN MANAGEMENT GROUP, LLC,
                  as Loan Party

                 

              	
                BIG
                  R PROCUREMENT COMPANY, LLC,
                  as Loan Party

              
	
                By:

              	
                /s/
                  A. Keith Wall 

              	 	
                By:
                  

              	
                /s/
                  A. Keith Wall 

              
	
                Name:

              	
                A.
                  Keith Wall .

              	 	
                Name:
                  

              	
                A.
                  Keith Wall . 

              
	
                Its:
                  

              	
                Chief
                  Finance Manager 

              	 	
                Its:
                  

              	
                Chief
                  Finance Manager 

              
	 	 	 	 	 
	
                TAHOE
                  JOE’S, INC.,
                  as
                  Loan Party

                 

              	
                TAHOE
                  JOE’S LEASING COMPANY, LLC,
                  as Loan Party

              
	
                By:

              	
                /s/
                  A. Keith Wall 

              	 	
                By:
                  

              	
                /s/
                  A. Keith Wall 

              
	
                Name:

              	
                A.
                  Keith Wall .

              	 	
                Name:
                  

              	
                A.
                  Keith Wall . 

              
	
                Its:
                  

              	
                EVP,
                  Chief Financial Officer

              	 	
                Its:
                  

              	
                Chief
                  Finance Manager 

              
	 	 	 	 	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	
                CREDIT
                  SUISSE, CAYMAN ISLANDS BRANCH,
                  as Administrative Agent

                 

              
	
                By:

              	   
	 
	
                Name:

              	   
	 
	
                Title:

              	   
	 
	 	 	 
	
                WATERSHED
                  CAPITAL PARTNERS, L.P.,
                  

                as
                  a Lender

                 

              
	
                By:
                  

              	
                WS
                  Partners, L.L.C., its General Partner

              	 
	 	 	 
	
                By:
                  

              	
                /s/
                  Meridee A. Moore

              	 
	
                Name:
                  

              	
                Meridee
                  A. Moore

              	 
	
                Title:
                  

              	
                Senior
                  Managing Member 

              	 
	 	 	 
	
                WATERSHED
                  CAPITAL INSTITUTIONAL PARTNERS, L.P.

                as
                  a Lender

                 

              
	
                By:
                  

              	
                WS
                  Partners, L.L.C., its General Partner

              	 
	 	 	 
	
                By:
                  

              	
                /s/
                  Meridee A. Moore

              	 
	
                Name:
                  

              	
                Meridee
                  A. Moore

              	 
	
                Title:
                  

              	
                Senior
                  Managing Member 

              	 
	 	 	 
	
                ANCHORAGE
                  CROSSOVER CREDIT FINANCE, LTD. 

                as
                  a Lender

                 

              
	
                By:
                  

              	
                /s/
                  Michael Aglialoro 

              	 
	
                Name:
                  

              	
                Michael
                  Aglialoro 

              	 
	
                Title:
                  

              	
                Executive
                  Vice President

              	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      


       

      
        	
                King’s
                  Cross Asset Funding 27 sarl 

                as
                  a Lender

                 

              
	
                By:
                  

              	
                /s/
                  Jenny Karlsson

              	 
	
                Name:
                  

              	
                Jenny
                  Karlsson

              	 
	
                Title:

              	
                Authorized
                  Signatory

              	 


      

      


       

      
        	
                King’s
                  Cross Asset Funding 27 sarl 

                as
                  a Lender

                 

              
	
                By:
                  

              	
                /s/
                  Beatriz Villate

              	 
	
                Name:
                  

              	
                Beatriz
                  Villate

              	 
	
                Title:

              	
                Authorized
                  Signatory

              	 


      

       

    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      A (Specified Default)

     

    
      	
              1.

            	
              Event
                of Default under Section 7(d) of the Credit Agreement, as a result
                of the
                Borrower’s failure to meet the Minimum Consolidated EBITDA covenant set
                forth in Section 6.13 of the Credit Agreement for the fiscal accounting
                period ending on October 22, 2008.