Unassociated Document


    

      AMENDMENT
NO. 1 TO

      SECOND
FORBEARANCE AGREEMENT TO CREDIT AGREEMENT

       

      This
AMENDMENT NO. 1 TO SECOND FORBEARANCE AGREEMENT TO CREDIT AGREEMENT (this “Agreement”) is
entered into as of December 5, 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”).  Capitalized
terms used but not otherwise defined herein shall have the respective meanings
ascribed to such terms in the Forbearance Agreement (as hereinafter
defined).

       

      RECITALS

       

      A.           Borrower,
Holdings, the other Loan Parties and the Lenders are parties to that certain
Second Forbearance Agreement to Credit Agreement, dated as of December 1, 2008
(the “Forbearance
Agreement”) pursuant to which the Lenders agreed 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 under 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”),
all as more particularly set forth in the Forbearance Agreement.

       

      B.           The
Specified Default occurred on November 21, 2008 and the Loan Parties agree that
such Specified Default has occurred and is continuing.

       

      C.           The
Loan Parties have requested an extension of the Forbearance Period.

       

      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. Amendments
to Forbearance Agreement.

      

       

      (a)           Effective
as of the Forbearance Amendment Effective Date, clause (ii) of Section 2(a) of
the Forbearance Agreement is amended by deleting the reference to “December 5,
2008” before the first proviso in said clause and substituting therefor a
reference to “December 8, 2008”.

       

      (b)
Effective as of the Forbearance Amendment Effective Date, clause (x) of Section
2(a) of the Forbearance Agreement is amended by deleting the reference to
“December 5, 2008” and substituting therefore a reference to “December 8,
2008”.

       

      (c)
Effective as of the Forbearance Amendment Effective Date, clause (y) of Section
2(a) of the Forbearance Agreement is amended by deleting the reference to
“December 8, 2008” and substituting therefore a reference to “December 9,
2008”.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
        SECTION
2. Representations, Warranties
And Covenants.  To induce
the Lenders to execute and deliver this Agreement, each of Borrower and the
other Loan Parties represents, warrants and covenants that each of the
representations and warranties contained in the Forbearance Agreement 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.

      

       

      
        SECTION 3.
Reference To And Effect Upon
The Forbearance Agreement.

      

       

      (a)           Except
as expressly set forth herein, this Amendment shall not alter, modify, amend or
in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Forbearance Agreement, all of which are ratified and
confirmed in all respects and shall continue in full force and
effect.

       

      (b)           The
execution, delivery and effectiveness of this Amendment shall not directly or
indirectly amend, modify or operate as a waiver of any provision of the
Forbearance Agreement nor any right, power or remedy of the Lenders
thereunder.

       

      (c)           On
and after the Forbearance Amendment Effective Date, each reference in the
Forbearance Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or
words of like import referring to the Forbearance Agreement shall mean and be a
reference to the Forbearance Agreement as amended hereby, and this Amendment and
the Forbearance Agreement shall be read together and construed as a single
instrument.

       

      SECTION
4.  Counterparts.  This Amendment
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 Amendment by delivering by facsimile or other electronic transmission a
signature page of this Amendment 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
5.  Effectiveness.  This Amendment
shall become effective at the time (the “Forbearance Amendment
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
Required Lenders shall have received duly executed signature pages for this
Amendment signed by the Required Lenders, Borrower and the other Loan
Parties.

       

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

       

       [Signature pages
follow.]


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

      


      IN
WITNESS WHEREOF, this Amendment has been executed by the parties hereto as of
the date first written above.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      BUFFETS, INC.,

                                    	
                                      BUFFETS HOLDINGS, INC.,

                                    
	
                                      as Borrower

                                    	
                                      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.,

                                    	
                                      OCB PURCHASING CO.,

                                    
	
                                      as Loan Party

                                    	
                                      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,

                                    	
                                      BUFFETS FRANCHISE HOLDINGS, LLC,

                                    
	
                                      as Loan Party

                                    	
                                      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,

                                    	
                                      RYAN’S RESTAURANT GROUP, INC.,

                                    
	
                                      as Loan Party

                                    	
                                      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

                                    	
                                      RYAN’S RESTAURANT MANAGEMENT

                                    
	
                                      COMPANY, LLC, as Loan Party

                                    	 
      	
                                      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

                                    


                            

                          

                           

                          [Signature Page to Amendment No.1 to
Second Forbearance Agreement]

                           

                          
                            
                               


                            

                            
                               


                              
                                

                              

                            

                            
                               


                            

                          

                          


                          
                            	
                                    HOMETOWN LEASING COMPANY,

                                  	
                                    OCB LEASING COMPANY, LLC,

                                  
	
                                    LLC, as Loan Party

                                  	 
      	
                                    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,

                                  	
                                    FIRE MOUNTAIN LEASING COMPANY,

                                  
	
                                    as Loan Party

                                  	
                                    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

                                  	
                                    BIG R PROCUREMENT COMPANY,

                                  
	
                                    GROUP, LLC, as Loan Party

                                  	
                                    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.,

                                  	
                                    TAHOE JOE’S LEASING COMPANY,

                                  
	
                                    as Loan Party

                                  	
                                    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

                                  


                          

                           

                          [Signature Page to Amendment No.1 to
Second Forbearance Agreement]

                           

                          
                            
                               


                            

                            
                               


                              
                                

                              

                            

                            
                               


                            

                          

                          


                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        	
                                                                                                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/ Beatriz Villate

                                                                                              	
                                                                                                 

                                                                                              
	 
      	 
      
	      
                                                                                                Name:

                                                                                              	      
                                                                                                Beatriz
      Villate

                                                                                              	 
	 	 	 
	
                                                                                                Title:

                                                                                              	
                                                                                                Authorized Signatory

                                                                                              	
                                                                                                 

                                                                                              


                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                           

                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                      
                                                        KING’S CROSS ASSET FUNDING 27

                                                        SARL

                                                      

                                                    
	
                                                      as a Lender

                                                    
	 
      	 
      
	
                                                      By:

                                                    	
                                                      /s/ Jonathon Spitznagel

                                                    	
                                                       

                                                    
	 
      	 
      
	      
                                                      Name:

                                                    	      
                                                      Jonathon
      Spitznagel

                                                    	 
	 	 	 
	
                                                      Title:

                                                    	
                                                      Authorized Signatory

                                                    	
                                                       

                                                    
	 	 	 


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                          
                            [Signature
Page to Amendment No.1 to Second Forbearance Agreement]