AMENDMENT NO. 1 TO FIFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

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EXHIBIT 10(t)

AMENDMENT NO. 1 TO

FIFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

DATED AS OF SEPTEMBER 22, 2003

THIS AMENDMENT NO. 1 ("Amendment No. 1") dated as of December 31, 2003

between MAX & ERMA'S RESTAURANTS, INC., a Delaware corporation (the "Company"),

and THE PROVIDENT BANK, an Ohio banking corporation (the "Bank").

WITNESSETH:

WHEREAS, the Company and the Bank, parties to the Fifth Amended and

Restated Revolving Credit Agreement, dated as of September 22, 2003 (the

"Agreement"), have agreed to amend the Agreement by this Amendment No. 1 on the

terms and conditions hereinafter set forth. Terms not otherwise defined herein

are used as defined in the Agreement as amended hereby.

NOW, THEREFORE, the Company and the Bank hereby agree as follows:

Section 1. Amendment of the Agreement. The Agreement is, effective the

date hereof, hereby amended as follows:

1.1. Section 1.4 (b) is amended and restated in its entirety as follows:

(b) Interest. Each Loan shall bear interest on the unpaid

principal balance of all Loans made by the Bank for each day from the

day such Loan is made until it becomes due, at a fluctuating rate per

annum which rate will be immediately adjusted upon the execution of

this Amendment. Thereafter such rate will be adjusted based upon the

Company's submission of financial information pursuant to Section 5.2

herein beginning with the quarter ending November, 1999. The interest

rate adjustment will be effective the first Monday following receipt

by the Bank of the Quarterly Compliance Certificate pursuant to

Section 5.4(c) herein. The interest rate will be established

according to the following schedule based upon the ratio of the

Indebtedness of the Company to EBITDA of the Company during the

immediately preceding twelve month period as of the date of each

fiscal quarter end:

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Ratio at quarter end Rate for following quarter

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Less than Either the Prime Rate minus 25

2.0:1.0 basis points or the LIBOR Rate

plus 250 basis points

2.01 through Either the Prime Rate plus 25

2.5:1.0 basis points or the LIBOR Rate

plus 300 basis points

Greater than Either the Prime Rate plus 75

2.51:1.0 basis points or the LIBOR Rate

plus 350 basis points

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;provided, however, that the interest rate will be Either the Prime

Rate plus 75 basis points or the LIBOR Rate plus 350 basis points

until the Company achieves a Fixed Charge Coverage Ratio of 1.25 to

1.0 as further described in Section 6.2(c).

Interest on all Loans shall be calculated on the basis of the actual

number of days elapsed over a year of 360 days. As used in this

Agreement, the term "Prime Rate" on any day shall mean the rate

published or announced by the Bank as its prime rate which rate may

not be the Bank's lowest rate. Any change in the interest rate on a

Loan due to a change in the Prime Rate shall take effect on the date

of such change in the Prime Rate. "LIBOR Rate" shall mean the

offered rate for U.S. Dollar deposits of not less than $1,000,000.00

for a period of time equal to each Interest Period as of 11:00 A.M.

City of London, England time two London Business Days prior to the

first date of each Interest Period of the Notes as shown on the

display designated as "British Bankers Assoc. Interest Settlement

Rates" on the Telerate System ("Telerate"), Page 3750 or Page 3740,

or such other page or pages as may replace such pages on Telerate

for the purpose of displaying such rate; provided, however, that if

such rate is not available on Telerate then such offered rate shall

be otherwise independently determined by the Bank from an alternate,

substantially similar independent source available to the Bank or

shall be calculated by the Bank by a substantially similar

methodology as that theretofore used to determine such offered rate

in Telerate. "London Business Day" means any day other than a

Saturday, Sunday or a day on which banking institutions are

generally authorized or obligated by law or executive order to close

in the City of London, England. Each change in the rate to be

charged hereunder will become effective without notice on the

commencement of each Interest Period based upon the LIBOR Rate then

in effect. "Interest Period" means each consecutive one, two, three

or six month period (the first of which shall commence on the date

of this Agreement) effective as of the first day of each Interest

Period and ending on the last day of each Interest Period, provided

that if any Interest Period is scheduled to end on a date for which

there is no numerical equivalent to the date on which the Interest

Period commenced, then it shall end instead on the last day of such

calendar month. Under no circumstances will the interest rate on the

Notes be more than the maximum rate allowed by applicable law.

1.2. Section 1.4(d) is amended and restated in its entirety as follows:

(d) Principal. Principal on the Loans shall be due and payable

pursuant to the terms of the Notes and shall be due and payable in

full on the respective Maturity Dates; provided, however, that any

Excess Cash Flow payments the Company makes shall be applied to

principal reduction of the Term Note in the inverse order of

maturity. The Company shall be required to make additional principal

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payments on the Term Loan based on the annual Net Income of the

Company, commencing for the fiscal year ending in 2003. The Company

shall pay an amount (the "Excess Cash Flow") equal to fifty percent

(50%) of the Company's annual Net Income that exceeds the amount of

principal paid by the Company on the Term Loans during such fiscal

year ; provided, however, that such payment shall never be greater

than $500,000 for any fiscal year. The Company shall pay the Excess

Cash Flow on the February 1 occurring immediately after each fiscal

year end. The Company shall be required to pay any Excess Cash Flow

to the Bank.

1.3. Section 6.2(c) is amended and restated in its entirety as follows:

(c) Fixed Charge Coverage Ratio. Permit the ratio of Fixed Charge

Coverage Ratio at the end of any Fiscal Period (as defined in

Section 9) to be less than (I) 1.10 to 1.0 for the Fiscal Period

ending February 15, 2004, (II) 1.15 to 1.0 for the Fiscal Period

ending May 19, 2004, (III) 1.15 to 1.0 for the Fiscal Period ending

August 1, 2004 and (IV) 1.25 to 1 for each Fiscal Period thereafter

"Fixed Charge Coverage Ratio" means, for the Company during the

Fiscal Period being measured, the quotient of (a) the sum of (i) net

income (adjusted upward to the extent non-recurring, non-cash

charges are reflected therein and adjusted downward to the extent

non-recurring, non-cash gains are reflected therein), plus (ii)

amortization and depreciation plus (iii) accrued interest expense

plus (iv) income taxes payable during such period minus (v) one time

non-cash charges reflected within net income, divided by (b) the sum

of (v) current maturities of other long term indebtedness plus (w)

current maturities of capitalized lease obligations plus (x) accrued

interest expense plus (y) during the Fiscal Period this ratio is

being measured, 20% of the Revolving Credit Usage (as defined

below), and (z) Store Capital Expenditures in the prior 12 months.

"Store Capital Expenditures" means the greater of (A) the product of

(i) the number of Company restaurants that have been open more than

one year during the Fiscal Period this ratio is being measured

multiplied by (ii) $47,000 or (B) the actual Capital Expenditure