Amendment No. 2 to the Amended and Restated Credit Agreement

Exhibit 10.1

EXECUTION COPY

     AMENDMENT NO. 2 dated as of September 13, 2006 (this “Amendment”), to the Amended and Restated Credit Agreement dated as of February 20, 2004 (as amended by Amendment No. 1 dated as of April 6, 2005, the “Credit Agreement”), among BUFFETS, INC., a Minnesota corporation (the “Borrower”), BUFFETS HOLDINGS, INC., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto and CREDIT SUISSE (formerly known as Credit Suisse First Boston), as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”).

          A. Pursuant to the Credit Agreement, the Lenders have extended credit to the Borrower.

          B. The Borrower and Holdings have requested certain amendments to the Credit Agreement as set forth herein.

          C. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement.

          Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

          SECTION 1. Amendments. (a) The table appearing in Section 6.11 (Interest Coverage Ratio) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Period		Ratio
Restatement date through December 15, 2004			2.25 to 1.00
December 16, 2004 through June 28, 2006			2.15 to 1.00
June 29, 2006 through December 13, 2006			2.00 to 1.00
December 14, 2006 through June 27, 2007			2.15 to 1.00
June 28, 2007 through April 2, 2008			3.00 to 1.00
Thereafter			3.25 to 1.00

     (b) The table appearing in Section 6.13 (Maximum Leverage Ratio) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Period		Ratio
Restatement date through June 30, 2004			4.75 to 1.00
July 1, 2004 through December 15, 2004			4.50 to 1.00
December 16, 2004 through April 5, 2006			4.25 to 1.00
April 6, 2006 through June 28, 2006			4.00 to 1.00
June 29, 2006 through September 20, 2006			4.45 to 1.00
September 21, 2006 through December 13, 2006			4.20 to 1.00
December 14, 2006 through April 4, 2007			3.85 to 1.00
April 5, 2007 through June 27, 2007			3.75 to 1.00
June 28, 2007 through April 2, 2008			3.00 to 1.00
Thereafter			2.50 to 1.00

          SECTION 2. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, each of Holdings and the Borrower represents and warrants to each of the Lenders, the Administrative Agent and the Collateral Agent that, after giving effect to this Amendment, (a) the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, and (b) no Default or Event of Default has occurred and is continuing.

          SECTION 3. Effectiveness. This Amendment shall become effective as of the date set forth above on the date ( the “Amendment Effective Date”) that

     (a) the Administrative Agent (or its counsel) shall have received counterparts of this Amendment that, when taken together, bear the signatures of Holdings, the Borrower, the Subsidiary Guarantors and the Required Lenders; and

     (b) the Administrative Agent shall have received, for the account of each Lender that executes and delivers a copy of this Amendment to the Administrative Agent (or its counsel) at or prior to 12:00 noon, New York City time, on September 13, 2006 (the “Signing Date”), an amendment fee (the “Amendment Fee”) in an amount equal to 0.10% of the sum of such Lender’s Revolving Credit Commitment, UF L/C Commitment and PF L/C Commitment (in each case, whether used or unused) and the principal amount of such Lender’s outstanding Term Loans, in each case as of the Signing Date.

          SECTION 4. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or the Collateral Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. After the date hereof, any reference to the Credit Agreement shall mean the Credit Agreement, as modified hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

          SECTION 5. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of

which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof.

          SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          SECTION 7. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

          SECTION 8. Expenses. The Borrower agrees to reimburse the Administrative Agent for all reasonable out-of-pocket expenses in connection with this Amendment, including the fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent.

          SECTION 9. Reaffirmation. Each of the Guarantors hereby acknowledges receipt and notice of, and consents to the terms of, this Amendment, and affirms and confirms its guarantee of the Obligations and, if applicable, the pledge of and/or grant of a security interest in its assets as Collateral to secure the Obligations, all as provided in the Security Documents as originally executed, and acknowledges and agrees that such guarantee, pledge and/or grant of security interest continue in full force and effect in respect of, and to secure, the Obligations under the Credit Agreement, as amended hereby, and the other Loan Documents.

[Remainder of this page intentionally left blank]

          IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed and delivered by its duly authorized officer as of the date first set forth above.

		SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS OF SEPTEMBER 13, 2006, TO THE BUFFETS, INC. AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 20, 2004, AS AMENDED BY AMENDMENT NO. 1 DATED AS OF APRIL 6, 2005
Name of Lender:		Credit Industriel et Commercial
By:		/s/		Brian O’Leary
		Name:		Brian O’Leary
		Title:		Vice-President
By:		/s/		Anthony Rock
		Name:		Anthony Rock
		Title:		Vice-President
Name of Lender:		Harbour Town Funding LLC
By:		/s/		Christina L. Ramseur
		Name:		Christina L. Ramseur
		Title:		Assistant Vice President
Name of Lender:		Long Lane Master Trust IV
By:		/s/		Christina L. Ramseur
		Name:		Christina L. Ramseur
		Title:		Authorized Agent
Name of Lender:		PPM Shadow Creek Funding LLC
By:		/s/		Christina L. Ramseur
		Name:		Christina L. Ramseur
		Title:		Assistant Vice President
Name of Lender:		Clydesdale CLO 2003, Ltd.
By:		/s/		Richard W. Stewart
		Name:		Richard W. Stewart
		Title:		Managing Director
Name of Lender:		Nomura Bond and Loan
By:		/s/		Richard W. Stewart
		Name:		Richard W. Stewart
		Title:		Managing Director

Name of Lender:		Neram Loan Trust 2005
By:		/s/		Richard W. Stewart
		Name:		Richard W. Stewart
		Title:		Managing Director
Name of Lender:		Centaurus Loan Trust
By:		/s/		Richard W. Stewart
		Name:		Richard W. Stewart
		Title:		Managing Director
Name of Lender:		Clydesdale Strategic CLO I, Ltd.
By:		/s/		Richard W. Stewart
		Name:		Richard W. Stewart
		Title:		Managing Director
Name of Lender:		Clydesdale CLO 2004, Ltd.
By:		/s/		Richard W. Stewart
		Name:		Richard W. Stewart
		Title:		Managing Director
Name of Lender:		Gulf Stream-Compass CLO 2002-1 Ltd.
		By:		Gulf Stream Asset Management LLC, as Collateral Manager
By:		/s/		Barry K. Love
		Name:		Barry K. Love
		Title:		Chief Credit Officer
Name of Lender:		Gulf Stream-Compass CLO 2003-1 Ltd.
		By:		Gulf Stream Asset Management LLC, as Collateral Manager
By:		/s/		Barry K. Love
		Name:		Barry K. Love
		Title:		Chief Credit Officer
Name of Lender:		Gulf Stream-Compass CLO 2005-II Ltd.
		By:		Gulf Stream Asset Management LLC, as Collateral Manager
By:		/s/		Barry K. Love
		Name:		Barry K. Love
		Title:		Chief Credit Officer

Name of Lender:		Sankaty Advisors, LLC as Collateral Manager for AVERY POINT CLO, LTD., as Term Lender
By:		/s/		Jeffrey Hawkins
		Name:		Jeffrey Hawkins
		Title:		Executive Vice President
Name of Lender:		Sankaty Advisors, LLC as Collateral Manager for Castle Hill I — INGOTS, Ltd., as Term Lender
By:		/s/		Jeffrey Hawkins
		Name:		Jeffrey Hawkins
		Title:		Executive Vice President
Name of Lender:		Sankaty Advisors, LLC as Collateral Manager for Castle Hill II — INGOTS, Ltd., as Term Lender
By:		/s/		Jeffrey Hawkins
		Name:		Jeffrey Hawkins
		Title:		Executive Vice President
Name of Lender:		Sankaty Advisors, LLC as Collateral Manager for Castle Hill III CLO, Limited, as Term Lender
By:		/s/		Jeffrey Hawkins
		Name:		Jeffrey Hawkins
		Title:		Executive Vice President
Name of Lender:		Sankaty Advisors, LLC as Collateral Manager for Loan Funding XI LLC, as Term Lender
By:		/s/		Jeffrey Hawkins
		Name:		Jeffrey Hawkins
		Title:		Executive Vice President
Name of Lender:		Chatham Light II CLO, Limited, by Sankaty Advisors LLC, as Collateral Manager
By:		/s/		Jeffrey Hawkins
		Name:		Jeffrey Hawkins
		Title:		Executive Vice President

Name of Lender:		Katonah II, Ltd. by Sankaty Advisors LLC, as Sub-Advisors
By:		/s/		Jeffrey Hawkins
		Name:		Jeffrey Hawkins
		Title:		Executive Vice President
Name of Lender:		Katonah III, Ltd. by Sankaty Advisors LLC, as Sub-Advisors
By:		/s/		Jeffrey Hawkins
		Name:		Jeffrey Hawkins
		Title:		Executive Vice President
Name of Lender:		Katonah IV, Ltd. by Sankaty Advisors LLC, as Sub-Advisors
By:		/s/		Jeffrey Hawkins
		Name:		Jeffrey Hawkins
		Title:		Executive Vice President
Name of Lender:		Sankaty Advisors, LLC as Collateral Manager for Prospect Funding I, LLC, as Term Lender
By:		/s/		Jeffrey Hawkins
		Name:		Jeffrey Hawkins
		Title:		Executive Vice President
Name of Lender:		Sankaty Advisors, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender
By:		/s/		Jeffrey Hawkins
		Name:		Jeffrey Hawkins
		Title:		Executive Vice President
Name of Lender:		Sankaty Advisors, LLC as Collateral Manager for Race Point II CLO, Limited, as Term Lender
By:		/s/		Jeffrey Hawkins
		Name:		Jeffrey Hawkins
		Title:		Executive Vice President

Name of Lender:		Sankaty Advisors, LLC as Collateral Manager for Race Point III CLO, Limited, as Term Lender
By:		/s/		Jeffrey Hawkins
		Name:		Jeffrey Hawkins
		Title:		Executive Vice President
Name of Lender:		Light Point CLO 2004-1, Ltd. Premium Loan Trust I, Ltd.
By:		/s/		Timothy S. Van Kirk
		Name:		Timothy S. Van Kirk
		Title:		Managing Director
Name of Lender:		Gleneagles Trading LLC
By:		/s/		Christina L. Ramseur
		Name:		Christina L. Ramseur
		Title:		Assistant Vice President
Name of Lender:		ELF Funding Trust I
		By:		Highland Capital Management, L.P., as Collateral Manager
		By:		Strand Advisors, Inc., its General Partner
By:		/s/		Brian Lohrding
		Name:		Brian Lohrding
		Title:		Treasurer, Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.
Name of Lender:		Loan Funding IV LLC
		By:		Highland Capital Management, L.P., as Collateral Manager
		By:		Strand Advisors, Inc., its General Partner
By:		/s/		Brian Lohrding
		Name:		Brian Lohrding
		Title:		Treasurer, Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.

Name of Lender:		Highland Legacy Limited
		By:		Highland Capital Management, L.P., as Collateral Manager
		By:		Strand Advisors, Inc., its General Partner
By:		/s/		Brian Lohrding
		Name:		Brian Lohrding
		Title:		Treasurer, Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.
Name of Lender:		Pam Capital Funding L.P.
		By:		Highland Capital Management, L.P., as Collateral Manager
		By:		Strand Advisors, Inc., its General Partner
By:		/s/		Brian Lohrding
		Name:		Brian Lohrding
		Title:		Treasurer, Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.
Name of Lender:		Pamco Cayman Ltd.
		By:		Highland Capital Management, L.P., as Collateral Manager
		By:		Strand Advisors, Inc., its General Partner
By:		/s/		Brian Lohrding
		Name:		Brian Lohrding
		Title:		Treasurer, Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.

Name of Lender:		Loan Star State Trust
		By:		Highland Capital Management, L.P., as Collateral Manager
		By:		Strand Advisors, Inc., its General Partner
By:		/s/		Brian Lohrding
		Name:		Brian Lohrding
		Title:		Treasurer, Strand Advisors, Inc., General
				Partner of Highland Capital
				Management, L.P.

Name of Lender:		Jasper CLO, Ltd.
		By:		Highland Capital Management, L.P., as Collateral Manager
		By:		Strand Advisors, Inc., its General Partner
By:		/s/		Brian Lohrding
		Name:		Brian Lohrding
		Title:		Treasurer, Strand Advisors, Inc., General
				Partner of Highland Capital
				Management, L.P.

Name of Lender:		Highland Loan Funding V Ltd.
		By:		Highland Capital Management, L.P., as Collateral Manager
		By:		Strand Advisors, Inc., its General Partner
By:		/s/		Brian Lohrding
		Name:		Brian Lohrding
		Title:		Treasurer, Strand Advisors, Inc., General
				Partner of Highland Capital
				Management, L.P.
Name of Lender:		Highland Floating Rate Advantage Fund
By:		/s/		M. Jason Blackburn
		Name:		M. Jason Blackburn
		Title:		Treasurer

Name of Lender:		Highland Floating Rate LLC
By:		/s/		M. Jason Blackburn
		Name:		M. Jason Blackburn
		Title:		Treasurer
Name of Lender:		WG Horizon CLO I
		By:		West Gate Horizons Advisors, LLC, as Manager
By:		/s/		Heidimare Skor
		Name:		Heidimare Skor
		Title:		Sr. Credit Analyst
Name of Lender:		BlackRock Financial Management
By:		/s/		Tom Colwell
		Name:		Tom Colwell
		Title:		Authorized Signatory
				Magnetite IV CLO, Limited
				Magnetite V CLO, Limited
				BlackRock Limited Duration Income Trust
Name of Lender:		Senior Debt Portfolio
		By:		Boston Management and Research, as Investment Advisor
By:		/s/		Michael B. Botthof
		Name:		Michael B. Botthof
		Title:		Vice President
Name of Lender:		Eaton Vance Senior Income Trust
		By:		Eaton Vance Management,
				as Investment Advisor
By:		/s/		Michael B. Botthof
		Name:		Michael B. Botthof
		Title:		Vice President
Name of Lender:		Eaton Vance Institutional Senior Loan Fund
		By:		Eaton Vance Management, as Investment Advisor
By:		/s/		Michael B. Botthof
		Name:		Michael B. Botthof
		Title:		Vice President

Name of Lender:		Eaton Vance CDO III, Ltd.
		By:		Eaton Vance Management, as Investment Advisor
By:		/s/		Michael B. Botthof
		Name:		Michael B. Botthof
		Title:		Vice President
Name of Lender:		Eaton Vance CDO VI, Ltd.
		By:		Eaton Vance Management, as Investment Advisor
By:		/s/		Michael B. Botthof
		Name:		Michael B. Botthof
		Title:		Vice President
Name of Lender:		Eaton Vance CDO VIII, Ltd.
		By:		Eaton Vance Management, as Investment Advisor
By:		/s/		Michael B. Botthof
		Name:		Michael B. Botthof
		Title:		Vice President
Name of Lender:		Grayson & Co
		By:		Boston Management and Research, as Investment Advisor
By:		/s/		Michael B. Botthof
		Name:		Michael B. Botthof
		Title:		Vice President
Name of Lender:		Eaton Vance Limited Duration Income Fund
		By:		Eaton Vance Management, as Investment Advisor
By:		/s/		Michael B. Botthof
		Name:		Michael B. Botthof
		Title:		Vice President
Name of Lender:		Eaton Vance Senior Floating-Rate Trust
		By:		Eaton Vance Management, as Investment Advisor
By:		/s/		Michael B. Botthof
		Name:		Michael B. Botthof
		Title:		Vice President

Name of Lender:		Oppenheimer Senior Floating Rate Fund
By:		/s/		Lisa Chaffee
		Name:		Lisa Chaffee
		Title:		AVP
Name of Lender:		HarbourView CLO IV, Ltd.
By:		/s/		Lisa Chaffee
		Name:		Lisa Chaffee
		Title:		AVP
Name of Lender:		HarbourView CLO 2006-1, Ltd.
By:		/s/		Lisa Chaffee
		Name:		Lisa Chaffee
		Title:		AVP
Name of Lender:		Van Kampen Senior Income Trust
		By:		Van Kampen Asset Management, as Investment Advisor
By:		/s/		Christina Jamieson
		Name:		Christina Jamieson
		Title:		Executive Director
Name of Lender:		Venture CDO 2002, Limited
		By:		Its Investment Advisor MJX Asset Management LLC
By:		/s/		Martin Davey
		Name:		Martin Davey
		Title:		Managing Director
Name of Lender:		Venture II CDO 2002, Limited
		By:		Its Investment Advisor MJX Asset Management LLC
By:		/s/		Martin Davey
		Name:		Martin Davey
		Title:		Managing Director

		Name of Lender:		Venture V CDO 2002, Limited
				By:		Its Investment Advisor
						MJX Asset Management LLC
		By:		/s/		Martin Davey
				Name: Martin Davey
				Title:   Managing Director
		Name of Lender:		Venture VI CDO 2002, Limited
				By:		Its Investment Advisor
						MJX Asset Management LLC
		By:		/s/		Martin Davey
				Name: Martin Davey
				Title:   Managing Director
		Name of Lender:		Venture VII CDO 2002, Limited
				By:		Its Investment Advisor
						MJX Asset Management LLC
		By:		/s/		Martin Davey
				Name: Martin Davey
				Title:   Managing Director
		Name of Lender:		Vista Leveraged Income Fund
				By:		Its Investment Advisor
						MJX Asset Management LLC
		By:		/s/		Martin Davey
				Name: Martin Davey
				Title:   Managing Director
		Name of Lender:		Pacifica CDO II, Ltd
		By:		/s/		Olivier A. Tabouret
				Name: Olivier A. Tabouret
				Title:   Senior Vice President
		Name of Lender:		GlenEagles Trading LLC
		By:		/s/		Christina L. Ramseur
				Name: Christina L. Ramseur
				Title:   Assistant Vice President

		Name of Lender:		Credit Suisse Loan Funding LLC
		By:		/s/		Barry Zamore
				Name: Barry Zamore
				Title:   Managing Director
		Name of Lender:		NYLIM Flatiron CLO 2003-1 Ltd.
				By:		New York Life Investment Management
						LLC, as Collateral Manager and Attorney- in-Fact
		By:		/s/		Elizabeth Standbridge
				Name: Elizabeth Standbridge
				Title:   Vice President
		Name of Lender:		NYLIM Flatiron CLO 2004-1 Ltd.
				By:		New York Life Investment Management
						LLC, as Collateral Manager and Attorney- in-Fact
		By:		/s/		Elizabeth Standbridge
				Name: Elizabeth Standbridge
				Title:   Vice President
		Name of Lender:		NYLIM Flatiron CLO 2005-1 Ltd.
				By:		New York Life Investment Management
						LLC, as Collateral Manager and Attorney- in-Fact
		By:		/s/		Elizabeth Standbridge
				Name: Elizabeth Standbridge
				Title:   Vice President
		Name of Lender:		NYLIM Institutional Floating Rate Fund L.P.
				By:		New York Life Investment Management
						LLC, its Investment Manager
		By:		/s/		Elizabeth Standbridge
				Name: Elizabeth Standbridge
				Title:   Vice President

		Name of Lender:		MainStay Floating Rate Fund,
				a series of Eclipse Funds, Inc. By: New York Life Investment Management     LLC

		Name of Lender:		MainStay VP Floating Rate Portfolio,
				a series of MainStay VP Series Fund, Inc.
				By: New York Life Investment Management
				LLC

		Name of Lender:		New York Life Insurance and Annuity Corporation
				By: New York Life Investment Management
				LLC, Its Investment Manager

		Name of Lender:		New York Life Insurance Company

		Name of Lender:		Bank of America, N.A.

		Name of Lender:		Eaton Vance Floating-Rate Income Trust
				By: Eaton Vance Management,
				as Investment Advisor

		Name of Lender:		Eaton Vance Variable Leverage Fund Ltd.
				By: Eaton Vance Management,
				as Investment Advisor

		Name of Lender:		U.S. Bank National Association

Subsidiary Guarantor List

1. Distinctive Dining, Inc
2. Hometown Buffet, Inc.
3. OCB Purchasing Co.
4. OCB Restaurant Company, LLC (formerly known as OCB Restaurant Co.)
5. Restaurant Innovations, Inc.
6. Tahoe Joe’s, Inc.
7. Buffets Leasing Company, LLC
8. Hometown Leasing Company, LLC
9. Tahoe Joe’s Leasing Company, LLC
10. OCB Leasing Company, LLC.