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                                                                    Exhibit 10.2

                      FIFTH AMENDMENT TO CREDIT AGREEMENT

      This FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), made and
entered into as of February 9, 2001, is by and between BUCA, INC., a Minnesota
corporation (the "Borrower"), the banks which are signatories hereto
(individually, a "Bank" and, collectively, the "Banks"), BANK OF AMERICA, N.A.,
a national banking association ("BofA"), as one of the Banks and as Co-Agent for
the Banks (in such capacity, a "Co-Agent"), FLEET NATIONAL BANK (formerly known
as BANKBOSTON, N.A.), a national banking association, as one of the Banks and as
Co-Agent for the Banks (in such capacity, a "Co-Agent"), BRANCH BANKING AND
TRUST COMPANY, a North Carolina banking corporation, as one of the Banks and as
Co-Agent and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as
one of the Banks, and as agent for the Banks (in such capacity, the "Agent").

                                    RECITALS
                                    --------

      1.       U.S. Bank National Association, as Agent and as a Bank, Bank of
America, N.A., as Co-Agent and as a Bank, and the Borrower entered into a Credit
Agreement dated as of September 27, 1999, as amended by that First Amendment to
Credit Agreement dated as of October 21, 1999, among U.S. Bank National
Association, as Agent and as a Bank, Bank of America, N.A., as Co-Agent and as a
Bank, and BankBoston, N.A., as Co-Agent and as a Bank, as amended by that Second
Amendment to Credit Agreement dated as of December 24, 1999, among U.S. Bank
National Association, as Agent and as a Bank, Bank of America, N.A., as Co-Agent
and as a Bank, and BankBoston, N.A., as Co-Agent and as a Bank, as amended by
that Third Amendment to Credit Agreement dated as of March 3, 2000, among U.S.
Bank National Association, as Agent and as a Bank, Bank of America, N.A., as Co-
Agent and as a Bank, and BankBoston, N.A., as Co-Agent and as a Bank, and as
amended by that Fourth Amendment to Credit Agreement dated as of December 7,
2000, among U.S. Bank National Association, as Agent and as a Bank, Bank of
America, N.A., as Co-Agent and as a Bank, BankBoston, N.A., as Co-Agent and as a
Bank, and Branch Banking and Trust Company, as Co-Agent and a Bank (as so
amended, the "Credit Agreement").

      2.       The Borrower has requested that the Banks amend the Credit
Agreement in certain respects.

      3.       The parties desire to amend the Credit Agreement, subject to the
terms and conditions set forth in this Amendment.

                                      -1-
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                                   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 12.    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 13.    Amendment.  The Credit Agreement is hereby amended as
follows:

            13.1    Capital Expenditures.  Effective as of December 30, 2000,
     Section 6.10 of the Credit Agreement is hereby amended to read in its
     entirety as follows:

                    Section 6.10  Capital Expenditures.  The Borrower will not,
          and will not permit any Subsidiary to, make Capital Expenditures in an
          amount exceeding, on a consolidated basis, $44,500,000 in Fiscal Year
          2000, and $30,000,000 in any Fiscal Year thereafter; provided that all
          Capital Expenditures shall be invested in the development of new
          Restaurants or the maintenance of existing Restaurants or in the
          construction, acquisition, repair or maintenance of the Borrower's
          corporate headquarters.

            13.2    Compliance Certificate. Exhibit 5.1(e) to the Credit
     Agreement is hereby amended and restated in its entirety in the form of
     Exhibit A to this Amendment.

     Section 14.    Effectiveness of Amendments. The amendments contained in
this Amendment shall become effective upon delivery by the Borrower of, and
compliance by the Borrower with, the following:

            14.1    This Amendment, duly executed by the Borrower.

            14.2    Payment of all reasonable unpaid legal fees and other
     out-of-pocket expenses incurred by the Agent through the date of this
     Amendment in connection with this Amendment of which the Borrower has been
     notified as of the date of this Amendment.

            14.3    Payment to the Agent of a $50,000 amendment fee.

                                      -2-
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     Section 15.    Representations, Warranties, Authority, No Adverse Claim.

            15.1    Reassertion of Representations and Warranties, 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 and correct in all
     respects as of the date hereof as though made on and as of such date,
     except for changes permitted by the terms of the Credit Agreement, and (b)
     there will exist no Default or Event of Default under the Credit Agreement
     as amended by this Amendment on such date which has not been waived by the
     Agent.

            15.2    Authority, No Conflict, No Consent Required.  The Borrower
     represents and warrants that the Borrower has the corporate power and
     authority to enter into this Amendment and has duly authorized the
     execution and delivery of this Amendment and any other agreements and
     documents executed and delivered by the Borrower in connection herewith by
     proper corporate action, and, except as set forth in Schedule 4.3 to the
     Credit Agreement, none of this Amendment nor the agreements contained
     herein contravenes or constitutes a default under any agreement, instrument
     or indenture to which the Borrower is a party or a signatory or a provision
     of the Borrower's Articles of Incorporation or Bylaws or any requirement of
     law presently in effect and applicable to the Borrower, or results in the
     imposition of any Lien on any of its property under any agreement binding
     on or applicable to the Borrower or any of its property except, if any, in
     favor of the Agent and except where the contravention or default or the
     imposition of such Lien could not adversely affect the validity or
     enforceability of this Amendment or constitute a Material Adverse
     Occurrence.  The Borrower represents and warrants that, except as set forth
     in Schedule 4.3 to the Credit Agreement, no consent, approval or
     authorization of or registration or declaration with any Person, including
     but not limited to any governmental authority, is required on the part of
     the Borrower in connection with the execution and delivery by the Borrower
     of this Amendment or any other agreements and documents executed and
     delivered by the Borrower in connection herewith or the performance of
     obligations of the Borrower herein described, except for those which the
     Borrower has obtained or provided and as to which the Borrower has
     delivered certified copies of documents evidencing each such action to the
     Agent and except where the failure to obtain such consent, approval or
     authorization or to make such registration or declaration could not
     adversely effect the validity or enforceability of this Amendment or
     constitute a Material Adverse Occurrence.

            15.3    No Adverse Claim. The Borrower warrants, acknowledges and
     agrees that to the Borrower's knowledge no events have taken place and no
     circumstances exist at the date hereof which would give the Borrower a
     basis to assert

                                      -3-
<PAGE>

     a defense, offset or counterclaim to any claim of the Banks with respect to
     the Borrower's obligations under the Credit Agreement as amended by this
     Amendment.

     Section 16.    Affirmation of Credit Agreement, Further References,
Affirmation of Security Interest. The Banks 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. The Borrower confirms to the Banks that the
Borrower's obligations under the Credit Agreement, as amended by this Amendment,
are and continue to be secured by the security interest granted by the Borrower
in favor of the Agent under that certain Security Agreement (Borrower), that
certain Pledge Agreement, and that certain Collateral Assignment of Trademarks,
all dated as of September 27, 1999, and made by the Borrower in favor of the
Agent, and all of the terms, conditions, provisions, agreements, requirements,
promises, obligations, duties, covenants and representations of the Borrower
under such documents and any and all other documents and agreements entered into
with respect to the obligations under the Credit Agreement are incorporated
herein by reference and are hereby ratified and affirmed in all respects by the
Borrower.

     Section 17.    Successors. This Amendment shall be binding upon the
Borrower and the Banks and their respective successors and assigns, and shall
inure to the benefit of the Borrower and the Banks and the successors and
assigns of the Banks.

     Section 18.    Legal Expenses. As provided in Section 9.2 of the Credit
Agreement, the Borrower agrees to reimburse the Agent, upon execution of this
Amendment, for all reasonable out-of-pocket expenses (including reasonable
attorney' fees and legal expenses of Dorsey & Whitney LLP, counsel for the
Agent) incurred in connection with negotiation, preparation and execution of
this Amendment and all other documents negotiated, prepared and executed in
connection with this Amendment, and in enforcing the obligations of the Borrower
under this Amendment, and to pay and save the Banks harmless from all liability
for any stamp or other taxes which may be payable with respect to the execution
or delivery of this Amendment, which obligations of the Borrower shall survive
any termination of the Credit Agreement.

     Section 19.    Counterparts. This Amendment may be executed in several
counterparts as deemed necessary or convenient, each of which, when so executed,
shall be deemed an original, provided that all such counterparts shall be
regarded as one and the same document, and any party to this Amendment may
execute such agreement by executing a counterpart of such agreement.

                                      -4-
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     Section 20.    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, THEIR HOLDING COMPANIES AND THEIR AFFILIATES.

     Section 21.    Capacity. All agreements, consents and waivers of any of the
Banks hereunder or under any previous amendments to the Credit Agreement shall
be considered to have been made or given by such Bank in both its capacity as a
Bank and its capacity as the Agent or a Co-Agent, as applicable.


            [The remainder of this page is left intentionally blank]

                                      -5-
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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.


                         BUCA, INC.


                         By: /s/ Greg A. Gadel
                             ---------------------------------------

                         Title:       Chief Financial Officer
                                ------------------------------------


                         Address:
                         Attention:  Greg A. Gadel
                         1300 Nicollet Avenue
                         Suite 5003
                         Minneapolis, MN  55403
                         Telephone No.:  (612) 288-2382
                         Telecopier No.:  (612) 827-6446


                     Signature Page 11 of Fifth Amendment
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                                        U.S. BANK NATIONAL ASSOCIATION,
                                        as Agent and a Bank



                                        By: /s/ Joshua R. Pirozzolo
                                           --------------------------------


                                        Title:  Assistant Vice President
                                              -----------------------------


                                        Address:
                                        Attention: Joshua R. Pirozzolo
                                        MPFP0602
                                        601 Second Avenue South
                                        Minneapolis, MN 55402-4302
                                        Telephone No.:  (612) 973-0520
                                        Telecopier No.:  (612) 973-0823

                     Signature Page 12 of Fifth Amendment
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                                        BANK OF AMERICA, N.A.,
                                        as Co-Agent and a Bank



                                        By: /s/ Gregory Mojica
                                           ------------------------------


                                        Title: Senior Vice President
                                               --------------------------

                                        Address:
                                        Attention:  William S. Richards, Jr.
                                        IL1-231-06-13
                                        231 South LaSalle Street
                                        Chicago, IL 60697

                                        Telephone No.:  (312) 828-2731
                                        Telecopier No.: (312) 828-1974

                     Signature Page 13 of Fifth Amendment
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                                        FLEET NATIONAL BANK,
                                        as Co-Agent and a Bank


                                        By: /s/ Robert MacElhiney
                                            ------------------------------

                                        Title: Vice President
                                               ---------------------------


                                        Address:
                                        Attention:  Robert MacElhiney
                                        MADE 10008H
                                        100 Federal Street
                                        Boston, MA 02110
                                        Telephone No.:  (617) 434-7068
                                        Telecopier No.:  (617) 434-0637

                     Signature Page 14 of Fifth Amendment
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                                        BRANCH BANKING AND TRUST COMPANY,
                                        as Co-Agent and a Bank


                                        By: /s/ Cory Boyte
                                            ------------------------------

                                        Title: Vice President
                                               ---------------------------

                                        Address:
                                        Attention:  Cory Boyte
                                        110 South Stratford Road
                                        Suite 301
                                        Winston-Salem, NC  27104
                                        Telephone No.:  336-733-3259
                                        Telecopier No.:  336-733-3254

                     Signature Page 15 of Fifth Amendment