<PAGE>

                                                                  Exhibit 10.1

                                                                 Execution Copy

                     FOURTH AMENDMENT TO CREDIT AGREEMENT

          This FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), made and
entered into as of December 7, 2000, 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, and 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 (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-
<PAGE>

                                   AGREEMENT


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

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

          Section 2. Amendment. The Credit Agreement is hereby amended as
follows:

                2.1  Parties. Branch Banking and Trust Company is hereby
     added as a party and signatory to the Credit Agreement, in the capacity of
     a Bank and Co-Agent thereunder.

                2.2  Fleet. All references in the Credit Agreement to
     "BankBoston" shall, from and after the date hereof, refer to "Fleet".

                2.3  Definitions.

                2.2(a) The definitions of "Applicable Fee Percentage",
     "Applicable Margin", "Borrowing Base", "Co-Agent", "Commitments",
     "Guarantors", "Note", "Revolving Commitment Ending Date", "Revolving
     Percentage", "Termination Date", "Total Revolving Commitment Amount", and
     "Total Revolving Outstandings" contained in Section 1.1 of the Credit
     Agreement are hereby amended to read in their entireties as follows:

                     "Applicable Fee Percentage": The Applicable Fee Percentage
          set forth in the table below as in effect from time to time determined
          based on the Cash Flow Leverage Ratio calculated as of the end of the
          most recent fiscal quarter of the Borrower for which the Borrower has
          furnished the financial statements and reports required under Section
          5.1(a) or 5.1(d), as applicable (adjustments to the Applicable Fee
          Percentage to become effective as of the first day of the month
          following receipt of the financial statements required under Section
          5.1(a) or 5.1(d), as applicable):

<TABLE>
<CAPTION>
                                                                                   Applicable
          Cash Flow Leverage Ratio (in each case, to 1.00)                        Fee Percentage
          ------------------------------------------------                        --------------
          <S>                                                                     <C>
          Less than or equal to 2.00........................................           0.25%
          Greater than 2.00.................................................           0.50%
</TABLE>

                                      -2-
<PAGE>

          Notwithstanding the foregoing, if the Borrower has not furnished the
          financial statements and reports required under Section 5.1(a) or
          5.1(d), as applicable, for any fiscal quarter by the required date,
          the Applicable Fee Percentage shall be calculated as if the Cash Flow
          Leverage Ratio as of the end of such fiscal quarter was greater than
          2.00 to 1.00 for the period from the first day of the fiscal quarter
          first occurring after such required date until the first day of the
          month following the month in which such financial statements and
          reports are delivered.

                    "Applicable Margin": Subject to the provisions of
          2.5(a), the Applicable Margin set forth in the table below as in
          effect from time to time determined based on the Cash Flow Leverage
          Ratio calculated as of the end of the most recent fiscal quarter of
          the Borrower for which the Borrower has furnished the financial
          statements and reports required under Section 5.1(a) or 5.1(d), as
          applicable (adjustments to the Applicable Margin to become effective
          as of the first day of the month following receipt of the financial
          statements required under Section 5.1(a) or 5.1(d), as applicable):

<TABLE>
<CAPTION>
                                                                              Reference
                                                                               Rate          Eurodollar
          Cash Flow Leverage Ratio (in each case, to 1.00)                    Advances        Advances
          ------------------------------------------------                    --------        ---------
          <S>                                                                 <C>             <C>
          Less than or equal to 2.00........................................    0.00%           1.875%
          Greater than 2.00.................................................    0.25%           2.250%
</TABLE>

          Notwithstanding the foregoing, if the Borrower has not furnished the
          financial statements and reports required under Section 5.1(a) or
          5.1(d), as applicable, for any fiscal quarter by the required date,
          the Applicable Margin shall be calculated as if the Cash Flow Leverage
          Ratio as of the end of such fiscal quarter was greater than 2.00 to
          1.00 for the period from the first day of the fiscal quarter first
          occurring after such required date until the first day of the month
          following the month in which such financial statements and reports are
          delivered.

                    "Borrowing Base": The product of (a) Annualized
          EBITDA times (b) 2.00.

                    "Co-Agent": Each of BofA, Fleet, and Branch.

                    "Commitments": The Revolving Commitment of each Bank.

                    "Guarantors": The Persons listed on Schedule 1.1-2, or any
          other Subsidiaries who may hereafter guaranty the Obligations.

                                      -3-
<PAGE>

                         "Note": A Revolving Note (hereinafter defined).

                         "Revolving Commitment Ending Date": December 31, 2002.


                         "Revolving Percentage": With respect to any Bank, the
               percentage equivalent of a fraction, the numerator of which is
               the Revolving Commitment Amount of such Bank and the denominator
               of which is the Total Revolving Commitment Amount.

                         "Termination Date": The earliest of (a) the Revolving
               Commitment Ending Date, (b) the date on which the Commitments are
               terminated pursuant to Section 7.2 or (c) the date on which the
               Total Revolving Commitment Amount is reduced to zero pursuant to
               Section 2.7.

                         "Total Revolving Commitment Amount": The sum of the
               Revolving Commitment Amounts.

                         "Total Revolving Outstandings": As of any date of
               determination, the sum of (a) the aggregate unpaid principal
               balances of the Advances evidenced by the Revolving Notes
               outstanding on such date, plus (b) the aggregate maximum amount
               of Letter of Credit Obligations outstanding on such date.

                  2.2(b) The definitions of "BankBoston", "Revolving (A)
         Commitment", "Revolving (A) Commitment Amount", "Revolving (A) Note",
         "Revolving (B) Commitment", "Revolving (B) Commitment Amount",
         "Revolving (B) Note", "Total Revolving (A) Outstandings", "Total
         Revolving (B) Outstandings", "Unused Revolving (A) Commitment" and
         "Unused Revolving (B) Commitment" are hereby deleted in their
         entireties.

                  2.2(c) The following new definitions of "Branch", "Fleet",
          "Revolving Commitment", "Revolving Commitment Amount", "Revolving
          Note" and "Unused Revolving Commitment" are hereby added to Section
          1.1 of the Credit Agreement in correct alphabetical order thereto:

                         "Branch": Branch Banking and Trust Company, a North
               Carolina banking corporation.

                         "Fleet": Fleet National Bank, a national banking
               association, formerly known as BankBoston, N.A.

                         "Revolving Commitment": With respect to a Bank, the
               agreement of such Bank to make Revolving Loans to the Borrower in
               an

                                      -4-
<PAGE>

                    aggregate principal amount outstanding at any time not to
                    exceed such Bank's Revolving Commitment Amount upon the
                    terms and subject to the conditions and limitations of this
                    Agreement.

                              "Revolving Commitment Amount": With respect to a
                    Bank, initially the amount set forth in Schedule 1.1 hereto,
                    as the same may be reduced from time to time pursuant to
                    Section 2.7.

                              "Revolving Note": An amended and restated
                    promissory note of the Borrower, as set forth on Exhibit
                    1.1-3, as the same may be amended, restated, or otherwise
                    modified and in effect from time to time.

                              "Unused Revolving Commitment": As of any date of
                    determination, the amount by which the Total Revolving
                    Commitment Amount exceeds the Total Revolving Outstandings
                    on such date.

                         2.4  Revolving Credit. Section 2.1(a) of the Credit
          Agreement is hereby deleted and the following is substituted in lieu
          thereof:

                              Section 2.1(a) Revolving Credit. On the terms and
                    subject to the conditions hereof, each Bank severally agrees
                    to make a loan (the "Revolving Loan") to the Borrower on a
                    revolving basis available as Advances at any time and from
                    time to time, with respect to the Revolving Commitment of
                    such Bank, from the Closing Date until the Termination Date,
                    during which period the Borrower may borrow, repay and
                    reborrow in accordance with the provisions hereof, provided,
                    that (i) no Revolving Loan will be made by a Bank in any
                    amount which, after giving effect thereto, would cause the
                    unpaid principal amount of outstanding Advances by such Bank
                    in respect of the Revolving Commitment of such Bank to at
                    any time exceed the Revolving Commitment Amount of such
                    Bank, (ii) at no time shall the Total Revolving Outstandings
                    exceed the Borrowing Base, and (iii) for a period of 30
                    consecutive calendar days during each Fiscal Year, starting
                    with Fiscal Year beginning January 2001, the Borrower shall
                    pay on the principal of the Revolving Loans an amount
                    sufficient to cause the outstanding principal balance of the
                    Revolving Loans to be reduced to zero for each day of such
                    30 consecutive day period.

                              Advances hereunder shall be made by the several
                    Banks ratably in the proportion of their respective
                    Revolving Commitment Amounts. Advances may be obtained and
                    maintained, at the election of the Borrower but subject to
                    the limitations hereof, as Reference Rate Advances or
                    Eurodollar Rate Advances.

                                      -5-
<PAGE>

                         2.5  Notes. Section 2.3 of the Credit Agreement is
          hereby deleted and the following is substituted in lieu thereof:

                              Section 2.3 Notes. The Advances of each Bank
                  shall be evidenced by a single Revolving Note payable to the
                  order of such Bank in a principal amount equal to such Bank's
                  Revolving Commitment Amount. Upon receipt of each Bank's Note
                  from the Borrower, the Agent shall mail such Note to such
                  Bank. Each Bank shall enter in its records the amount of the
                  various Advances made, converted or continued and the payments
                  made thereon, and each Bank is authorized by the Borrower to
                  enter into its records, a record of such Advances and
                  payments; provided, however that the failure by any Bank to
                  make any such entry or any error in making such entry shall
                  not limit or otherwise affect the obligation of the Borrower
                  hereunder and on the Notes, and, in all events, the principal
                  amounts owing by the Borrower in respect of the Revolving Note
                  payable to the order of each Bank shall be the aggregate
                  amount of all Advances made by such Bank with respect to its
                  Revolving Commitment, less all payments of principal thereof
                  made by the Borrower. The records of the Banks shall be
                  rebuttable presumptive evidence of the principal amount owing
                  and unpaid on the Notes and the amount available for draw
                  under the Letter of Credit Commitment, respectively.

                         2.6  Other Mandatory Prepayments. The reference in
          Section 2.6(b) of the CrediT Agreement to the phrase "Aggregate
          Revolving Commitment Amounts" shall be deemed to be a reference to the
          phrase "Total Revolving Commitment Amount".

                         2.7  Optional Prepayments. Section 2.6(c) of the Credit
          Agreement is hereby deleted and the following is substituted in lieu
          thereof:

                              2.6(c) Optional Prepayments. The Borrower
                  may prepay the Reference Rate Advances, in whole or in part,
                  at any time, without premium or penalty. The Borrower may
                  prepay Eurodollar Rate Advances, in whole or in part, at any
                  time; provided that, upon such prepayment, the Borrower shall
                  pay to the Banks the amounts, if any, required pursuant to
                  Section 2.24 hereof. Any such prepayment must be accompanied
                  by accrued and unpaid interest on the amount prepaid. Each
                  partial prepayment shall be in an aggregate amount for all the
                  Banks of $100,000 or, if more, an integral multiple thereof.
                  Amounts paid (unless following an acceleration or upon
                  termination of the Revolving Commitments in whole) on the
                  Revolving Loans under this Section 2.6 may be reborrowed upon
                  the terms and subject to the conditions and limitations of
                  this Agreement. Amounts paid or prepaid on the Advances

                                      -6-
<PAGE>

                  under this paragraph (c) shall be for the account of each Bank
                  in proportion to its shares of outstanding Advances.

                         2.8  Reduction of the Total Revolving Commitment Amount
          or Termination of Commitments. Section 2.7 of the Credit Agreement is
          hereby deleted and the following is substituted in lieu thereof:

                              2.7(a) Optional Reduction of the Total Revolving
                  Commitment Amount or Termination of Commitments. The Borrower
                  may, at any time, upon not less than three (3) Business Days
                  prior written notice to the Agent, reduce the Total Revolving
                  Commitment Amount, with any such reduction in a minimum amount
                  of $500,000 or, if more, in an integral multiple of $100,000;
                  provided, however, that the Borrower may not at any time
                  reduce the Total Revolving Commitment Amount below the then
                  aggregate unpaid principal balance of the Revolving Notes. The
                  Borrower may, at any time, upon not less than three (3)
                  Business Days prior written notice to the Agent, terminate the
                  Commitments in their entirety. Upon termination of the
                  Commitments pursuant to this Section, the Borrower shall pay
                  to the Banks the full amount of all outstanding Advances
                  evidenced by the Revolving Notes, all accrued and unpaid
                  interest thereon, all unpaid Revolving Commitment Fees accrued
                  to the date of such termination under Section 2.8(b) and all
                  other unpaid Obligations of the Borrower to the Banks and the
                  Agent hereunder with respect to the Commitments. Upon the date
                  on which the Commitments have been terminated, the Borrower
                  shall have paid to the Banks all unpaid Obligations of the
                  Borrower to the Banks and the Agent.

                              2.7(b) Mandatory Reduction of Total Revolving
                  Commitment Amount. The Revolving Commitment Amounts, at the
                  Agent's discretion, shall be permanently reduced on each date
                  of receipt by the Borrower or any Subsidiary of any cash
                  proceeds (including cash payments received by way of deferred
                  payment of principal of a note or an installment receivable
                  and the cash realization of any non-cash proceeds) from the
                  sale or disposition of assets by the Borrower or any
                  Subsidiary not otherwise permitted by Section 6.2 hereof and
                  sold with the consent of the Agent by the amount of such cash
                  proceeds (net of any taxes arising out of such sale or
                  disposition).

                         2.9  Revolving Commitment Fees. Section 2.8(b) of the
          Credit Agreement is hereby deleted and the following is substituted in
          lieu thereof:

                              2.8(b) Revolving Commitment Fees. The
                  Borrower shall pay to the Agent, for the ratable benefit of
                  the Banks, fees (the "Revolving Commitment Fees") in an amount
                  equal to the product of (i) the Applicable

                                      -7-
<PAGE>

                  Fee Percentage times (ii) the average daily Unused Revolving
                  Commitment for the period from the Closing Date to the
                  Termination Date.

                              Such Revolving Commitment Fees are payable
                  in arrears quarterly on the first day of each April, July,
                  October and January and on the Termination Date.

                         2.10 Financial Statements and Reports. Sections 5.1(c)
          and 5.1(d) of the Credit Agreement are hereby deleted and the
          following are substituted in lieu thereof:

                              5.1(c) As soon as available and in any event
                  within 30 days after the end of each fiscal month in each
                  Fiscal Year, an unaudited consolidated statement of cash flow
                  for the Borrower and the Subsidiaries for such month and for
                  the period from the beginning of such Fiscal Year to the end
                  of such month, an unaudited statement of income for each
                  Restaurant for such month and for the period from the
                  beginning of such Fiscal Year to the end of such month, and an
                  unaudited consolidated balance sheet of the Borrower and the
                  Subsidiaries as at the end of such month, setting forth in
                  comparative form figures for the corresponding period for the
                  preceding Fiscal Year, accompanied by a certificate in the
                  form of Exhibit 5.1(c) hereto signed by the chief financial
                  officer of the Borrower setting forth in reasonable detail a
                  calculation of the Borrowing Base determined as of the end of
                  such month and stating that such financial statements present
                  fairly, in all material respects, the consolidated financial
                  condition of the Borrower and the Subsidiaries and that the
                  same have been prepared in accordance with GAAP (except for
                  the absence of footnotes and subject to year-end audit
                  adjustments).

                              5.1(d) As soon as available and in any event
                  within 30 days after the end of each of the first three fiscal
                  quarters of each Fiscal Year (or 45 days after the end of each
                  of the first three fiscal quarters of each Fiscal Year, if the
                  Borrower is required to file reports on Form 10-Q with the
                  Securities and Exchange Commission pursuant to Section 13(a)
                  or 15(d) of the Securities Exchange Act of 1934, as amended,
                  in respect of such fiscal quarter), unaudited consolidated
                  statements of cash flow and changes in stockholders' equity
                  for the Borrower and the Subsidiaries for such quarter and for
                  the period from the beginning of such Fiscal Year to the end
                  of such quarter, an unaudited statement of income for each
                  Restaurant for such quarter and for the period from the
                  beginning of such Fiscal Year to the end of such quarter, and
                  an unaudited consolidated balance sheet of the Borrower and
                  the Subsidiaries as at the end of such quarter, setting forth
                  in comparative form

                                      -8-
<PAGE>

                  figures for the corresponding period for the preceding Fiscal
                  Year, accompanied by a certificate signed by the chief
                  financial officer of the Borrower stating that such financial
                  statements present fairly, in all material respects, the
                  consolidated financial condition of the Borrower and the
                  Subsidiaries and that the same have been prepared in
                  accordance with GAAP (except for the absence of footnotes and
                  subject to year-end audit adjustments).

                         2.11 Disposition of Assets. Section 6.2(c) of the
          Credit Agreement is hereby deleted and the following is substituted in
          lieu thereof:

                              6.2(c) the sale, assignment, lease, conveyance,
                  transfer or other disposition of property by the Borrower to
                  any Wholly-Owned Subsidiary or by a Subsidiary to the Borrower
                  or any Wholly-Owned Subsidiary; provided that such transferee
                  Subsidiary shall have executed and delivered to the Agent a
                  Guaranty and a Security Agreement (Guarantor) and related UCC
                  financing statements for filing in such jurisdictions as the
                  Agent may request;

                         2.12 Subsidiaries. Section 6.5 of the Credit Agreement
          is hereby amended by inserting the word "initial" before the word
          "capitalization" the first time it appears therein.

                         2.13 Investments. Section 6.12(h) of the Credit
          Agreement is hereby deleted and the following is substituted in lieu
          thereof:

                              6.12(h) Equity Interests in any Subsidiary
                  the formation or acquisition of which is permitted under
                  Section 6.5, and contributions to the capital of any such
                  Subsidiary or any other Wholly-Owned Subsidiary which has
                  executed and delivered to the Agent a Guaranty and a Security
                  Agreement (Guarantor).

                         2.14 Capital Expenditures. 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, $37,500,000 in Fiscal Year 2000, and $35,000,000 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.

                                      -9-
<PAGE>

                         2.15 Annual Additional Restaurants. A new Section 6.25
          is hereby added to the Credit Agreement in correct numerical order as
          follows:

                              Section 6.25 Annual Additional Restaurants. The
                  Borrower will not, nor will it permit any Subsidiary to, open
                  more than 20 new Restaurants, in the aggregate, in any Fiscal
                  Year.

                         2.16 Indemnification. Section 8.9 of the Credit
          Agreement is hereby amended to read in its entirety as follows:

                              Section 8.9 Indemnification. Each Bank agrees to
                  indemnify the Agent, as Agent (to the extent not reimbursed by
                  the Borrower), ratably according to such Bank's share of the
                  Total Revolving Commitment Amount from and against any and all
                  liabilities, obligations, losses, damages, penalties, actions,
                  judgments, suits, costs, expenses or disbursements of any kind
                  or nature whatsoever which may be imposed on or incurred by
                  the Agent in any way relating to or arising out of the Loan
                  Documents or any action taken or omitted by the Agent under
                  the Loan Documents, provided that no Bank shall be liable for
                  any portion of such liabilities, obligations, losses, damages,
                  penalties, actions, judgments, suits, costs, expenses or
                  disbursements resulting from the Agent's gross negligence or
                  willful misconduct. No payment by any Bank under this Section
                  shall relieve the Borrower of any of its obligations under
                  this Agreement.

                         2.17 Signature Pages. The signature pages to the Credit
          Agreement are hereby deleted and inserted in lieu thereof are the
          signature pages as set forth on this Amendment.

                         2.18 Revolving Commitment Amounts. Schedule 1.1 hereto
          is hereby added as Schedule 1.1 to the Credit Agreement in the correct
          numerical order.

                         2.19 Revolving Note. Exhibit 1.1-4 to the Credit
          Agreement is hereby deleted, and Exhibit 1.1-3 to the Credit Agreement
          is hereby amended and restated in its entirety in the form of Exhibit
          A to this Amendment.

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

                         2.21 Existing Loans Repriced. The parties hereto
          acknowledge that upon execution of this Amendment, the existing Loans
          made by the Banks to the

                                      -10-
<PAGE>

          Borrower are repriced, pursuant to the definitions of "Applicable Fee
          Percentage" and "Applicable Margin" as amended hereby.

               Section 3.     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:

                      3.1     This Amendment, duly executed by the Borrower.

                      3.2     An amended and restated revolving note in the form
          of Exhibit A hereto, made payable to each Bank in the amount of that
          Bank's Revolving Commitment.

                      3.3     A Security Agreement (Guarantor), duly executed by
          each of BUCA Investments, Inc., BUCA Texas Restaurants, L.P., and BUCA
          Texas Beverage, Inc.

                      3.4     A Pledge Agreement (Subsidiary), duly executed by
          each of BUCA Restaurants, Inc., BUCA Investments, Inc., and BUCA
          Restaurants 2, Inc.

                      3.5     A Guaranty, duly executed by each of BUCA
          Investments, Inc., BUCA Texas Restaurants, L.P., and BUCA Texas
          Beverage, Inc.

                      3.6     An amendment, consent and reaffirmation to the
          Pledge Agreement of the Borrower, along with corresponding stock
          certificates, stock powers, and a UCC-3 amendment, in form and
          substance satisfactory to the Agent, duly executed by the Borrower.

                      3.7     An affirmation of guaranty and security agreement,
          in form and substance satisfactory to the Agent, duly executed by the
          existing Guarantors.

                      3.8     UCC financing statements suitable for filing
          against BUCA Investments, Inc., BUCA Texas Restaurants, L.P., BUCA
          Texas Beverage, Inc., BUCA Restaurants, Inc., and BUCA Restaurants 2,
          Inc. in jurisdictions required by the Agent in form and substance
          satisfactory to the Agent, duly executed by such Subsidiaries.

                      3.9     An Amendment to the Security Agreement (Guarantor)
          duly executed by BUCA Restaurants 2, Inc. and a UCC-3 Amendment to the
          existing financing statement filed against BUCA Restaurants 2, Inc.,
          in form and substance satisfactory to the Agent, duly executed by such
          Subsidiary.

                                      -11-
<PAGE>

                     3.10     A Certificate of the Secretary or Assistant
          Secretary of the Borrower (a) certifying as to a copy of the
          resolutions of the Board of Directors of the Borrower authorizing the
          execution, delivery and performance of this Amendment, (b) certifying
          that there have been no amendments to the Articles of Incorporation
          and Bylaws of the Borrower since true and accurate copies of the same
          were delivered to the Agent with a certificate of the Secretary of the
          Borrower dated September 27, 1999, and (c) certifying as to the name,
          title, and specimen signature of the officer or officers of the
          Borrower authorized to execute this Amendment, and any other
          instrument or agreement executed by the Borrower in connection with
          this Amendment.

                     3.11     A Certificate of the Secretary or Assistant
          Secretary of BUCA Restaurants, Inc. certifying as to (i) corporate
          resolutions authorizing the execution, delivery and performance of its
          Pledge Agreement and consent and reaffirmation of its Guaranty and
          Security Agreement (Guarantor); (ii) incumbency of officers with
          specimen signatures; (iii) no amendments to its Articles of
          Incorporation or Bylaws since true and accurate copies of the same
          were delivered to the Agent on September 27, 1999.

                     3.12     A Certificate of the Secretary or Assistant
          Secretary of BUCA Restaurants 2, Inc. certifying as to (i) a true and
          accurate copy of its Articles of Incorporation, as amended, certified
          by the Minnesota Secretary of State and (ii) a true and accurate copy
          of its Bylaws.

                     3.13     A Certificate of the Secretary or Assistant
          Secretary of each of BUCA Investments, Inc., BUCA Texas Restaurants,
          L.P., and BUCA Texas Beverage, Inc. certifying as to (i) corporate
          resolutions or limited partnership action authorizing the execution,
          delivery and performance of its respective Guaranty and Security
          Agreement (Guarantor) (and in the case of BUCA Investments, Inc., as
          to its Pledge Agreement (Subsidiary)); (ii) the name, title, and
          specimen signatures of the officers authorized to execute its
          respective Guaranty, Security Agreement (Guarantor), or Pledge
          Agreement (Subsidiary), as applicable; (iii) a true and accurate copy
          of its Articles of Incorporation or limited partnership agreement; and
          (iv) a true and complete copy of its Bylaws or other constitutive
          documents.

                     3.14     A copy of the Articles of Incorporation or
          Certificate of Limited Partnership, with all amendments thereto, for
          each of BUCA Texas Beverage, Inc., BUCA Texas Restaurants, L.P., BUCA
          Investments, Inc. and BUCA Restaurants 2, Inc., certified by the
          appropriate governmental official of the jurisdiction of its
          organization or incorporation as of a date not more than 30 days prior
          to the date hereof.

                                      -12-
<PAGE>

                     3.15     A certificate of good standing or a certificate of
          existence for each of the Borrower, BUCA Texas Beverage, Inc., BUCA
          Texas Restaurants, L.P., BUCA Investments, Inc., BUCA Restaurants,
          Inc., and BUCA Restaurants 2, Inc., in the jurisdiction of its
          organization or incorporation, certified by the appropriate
          governmental officials as of a date not more than 30 days prior to the
          date hereof.

                     3.16     An opinion of counsel to the Borrower and all new
          and existing Guarantors, in form and substance satisfactory to the
          Agent.

                     3.17     ACORD 27 Certificate(s) of Insurance showing
          property, liability, automobile and workers compensation coverages for
          the Borrower and the Borrower's direct and indirect Subsidiaries.

                     3.18     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.

                     3.19     Payment to the Agent of a $15,000 amendment fee.

                     3.20     Payment to the Agent of a $110,000 extension fee.

               Section 4.     Consent, Default and Waiver.

                      4.1     Borrower Restructuring. The Borrower has requested
          that the Banks consent to the transfer of assets used in the operation
          of certain Restaurants by the Borrower to BUCA Restaurants 2, Inc. and
          BUCA Restaurants, Inc. in connection with a proposed restructuring
          anticipated to occur prior to the end of 2001 (the "2001 Borrower
          Restructuring"). The Borrower has requested that the Banks expressly
          consent to the 2001 Borrower Restructuring.

                      4.2     Name Change. Under Section 6 of the Security
          Agreement (Guarantor) executed by BUCA Restaurants 2, Inc. ("BR 2"),
          formerly known as BUCA (DT Minneapolis), Inc., BR 2 agreed that it
          would not change its name unless the Agent had been given at least 30
          days' prior written notice thereof and BR 2 had executed and delivered
          to the Agent such financing statements and other instruments required
          or appropriate to continue the perfection of the security interest
          created by such Security Agreement (Guarantor). The Borrower has
          advised the Agent that BR 2 changed its name without providing such
          notice. As a result, an Event of Default has occurred under Section
          7.1(e) of the Credit Agreement. The Borrower has requested that the
          Banks waive such Event of Default.

                                      -13-
<PAGE>

                      4.3     Consent and Waiver. Upon the date on which the
          amendments contained in this Amendment become effective, the Banks
          hereby (i) consent to the 2001 Borrower Restructuring described in
          Section 4.1, (ii) waive the Default and Event of Default described in
          Section 4.2, and (iii) waive any Default or Event of Default that
          might exist solely by reason of the leasing or operation of
          Restaurants in the State of Texas by BUCA Texas Restaurants, L.P. or
          the contribution or other transfer by the Borrower or any Subsidiary
          to BUCA Investments, Inc., BUCA Texas Restaurants, L.P. or BUCA Texas
          Beverage, Inc. of cash and/or assets used in the operation of such
          Restaurants or the making by the Borrower or any of its Subsidiaries
          of any loan to BUCA Investments, Inc., BUCA Texas Restaurants, L.P. or
          BUCA Texas Beverage, Inc. in any such case prior to the time (A) each
          such Subsidiary executed and delivered to the Agent a Guaranty,
          Security Agreement (Guarantor) and related UCC financing statements,
          (B) the Borrower or Subsidiary owning each such Subsidiary executed
          and delivered to the Agent an amendment to the Pledge Agreement or a
          Pledge Agreement (Subsidiary) in respect thereof, and (C) certificates
          representing the Equity Interests of each such Subsidiary (together
          with stock powers or other comparable assignment forms) were delivered
          to the Agent. The Borrower agrees that the consent and waivers set
          forth in this Section 4.3 shall be limited to the precise meaning of
          the words as written herein and shall not be deemed (i) to be a
          consent to any waiver or modification of any other term or condition
          of the Credit Agreement or (ii) to prejudice any right or remedy that
          the Agent or any Bank may now have or may in the future have under or
          in connection with the Credit Agreement with respect to other Defaults
          or Events of Default. The Borrower acknowledges and agrees that the
          consent and waivers set forth in this Section 4.3 are provided by the
          Banks as a financial accommodation to the Borrower. Except as
          expressly set forth herein, the consent and waivers described in this
          Section 4.3 shall not alter, affect, release or prejudice in any way
          any of the Borrower's obligations under the Credit Agreement. The
          consent and waivers set forth herein shall not constitute a consent or
          waiver by the Agent or any Bank of any other Default or Event of
          Default, if any, under the Credit Agreement, and shall not be, and
          shall not be deemed to be, a course of action with respect thereto
          upon which the Borrower may rely in the future, and the Borrower
          hereby expressly waives any claim to such effect.

               Section 5.     Representations, Warranties, Authority, No Adverse
          Claim.

                      5.1     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

                                      -14-
<PAGE>

          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.

                      5.2     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.

                      5.3     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 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 6.     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

                                      -15-
<PAGE>

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 7.     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 8.     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 9.     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.

               Section 10.    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.

                                      -16-
<PAGE>

               Section 11.    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]

                                      -17-
<PAGE>

     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 1 to Fourth Amendment
<PAGE>

                                       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 2 to Fourth Amendment
<PAGE>

                                       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 3 to Fourth Amendment
<PAGE>

                                       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 4 to Fourth Amendment
<PAGE>

                                       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


                                  SCHEDULE 1
         To Credit Agreement and Fourth Amendment to Credit Agreement



                                                                  Revolving
                                                                  Commitment
         Bank                                                       Amount
         ----                                                      --------
         U.S. Bank National Association........................  $5,000,000
         Bank of America, N.A..................................  $5,000,000
         Fleet National Bank...................................  $5,000,000
         Branch Banking and Trust Company......................  $5,000,000

                     Signature Page 5 to Fourth Amendment