THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENT

Exhibit 10.1

          THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENT (this “ Amendment ”), dated as of February 9, 2009, is by and among BENIHANA INC. , a Delaware corporation (the “ Borrower ”), the Domestic Subsidiaries of the Borrower party hereto (collectively, the “ Guarantors ”), the banks and certain financial institutions party hereto (the “ Lenders ”) and WACHOVIA BANK, NATIONAL ASSOCIATION , as administrative agent on behalf of the Lenders under the Credit Agreement (as hereinafter defined) (in such capacity, the “ Agent ”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement, as amended hereby.

          WHEREAS , the Borrower, the Guarantors, the Lenders and the Agent are parties to that certain Credit Agreement dated as of March 15, 2007 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “ Credit Agreement ”);

          WHEREAS , the Credit Parties have requested the Required Lenders amend certain provisions of the Credit Agreement;

          WHEREAS , the Credit Parties have requested the Required Lenders consent, pursuant to the Credit Agreement, to the adoption by the Borrower of certain amendments to the Borrower’s bylaws (the “ By-laws Amendment ”);

          WHEREAS , the Required Lenders are willing to (a) make such amendments to the Credit Agreement and (b) consent to the By-laws Amendment, in each case in accordance with and subject to the terms and conditions set forth herein.

          NOW, THEREFORE , in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

          1.1        Consent . Notwithstanding the provisions of the Credit Agreement to the contrary, the Required Lenders hereby consent, on a one-time basis, to the By-laws Amendment; provided that such amendments are in substantially the form of the proposed amendments attached hereto as Exhibit A .

          1.2        Effectiveness of Consent . This consent shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a waiver of any breach or default nor as a waiver of any breach or default of which the Lenders have not been informed by the Borrower, (b) affect the right of the Lenders to demand compliance by the Borrower with all terms and conditions of the Credit Agreement, except as specifically modified, consented or waived by this Amendment, (c) be deemed a consent or waiver of any transaction or future action on the part of the Borrower requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement, or (d) except as consented hereby, be deemed or construed to be a consent, waiver, release, or a limitation upon, the Administrative Agent’s or the Lenders’ exercise of any rights or remedies under the Credit Agreement or any other Credit Document, whether arising as a consequence of any Event of Default which may now exist or otherwise, all such rights and remedies hereby being expressly reserved.

           2.1      Amendment to Section 1.1 . The definition of the term “Maturity Date” in Section 1.1 of the Credit Agreement is hereby amended to read as follows:

                    “ Maturity Date ” means March 15, 2011.

          2.2      Amendment to Section 9.1 . Section 9.1(k) of the Credit Agreement is hereby deleted in its entirety.

          3.1      Closing Conditions . This Amendment shall become effective as of the day and year set forth above (the “ Amendment Effective Date ”) upon satisfaction of the following conditions (in form and substance reasonably acceptable to the Agent):