AMENDMENT NO. 3 TO FIFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF SEPTEMBER 22, 2003

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EXHIBIT 10 (v)

AMENDMENT NO. 3 TO

FIFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

DATED AS OF SEPTEMBER 22, 2003

THIS AMENDMENT NO. 3 ("Amendment No. 3") dated as of December 17, 2004

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, as amended

by Amendment No.1 dated as of December 31, 2003, and as amended by Amendment No.

2 dated as of May 17, 2004 (the "Agreement"), have agreed to amend the Agreement

by this Amendment No. 3 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. From the date of Amendment No. 3 to the

Agreement until October 30, 2005, 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 equal to (at the option of the Company)

either (i) the Prime Rate plus 75 basis points or (ii) the LIBOR

Rate plus 350 basis points. 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

October 31, 2005. 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 Financial Ratio (as defined in Section

6.2(h) hereof) of the Company during the immediately preceding

twelve month period as of the date of each fiscal quarter end:

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<CAPTION>

Ratio at

quarter end

Less than Rate for following quarter

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4.25:1.0 Either the Prime Rate minus 25 basis points or the LIBOR Rate plus

250 basis points

4.25 through Either the Prime Rate plus 25 basis

5.0:1.0 points or the LIBOR Rate plus 300 basis

points

Greater than Either the Prime Rate plus 75 basis

5.0:1.0 points or the LIBOR Rate plus 350 basis

points

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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

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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 5.1 is amended and restated in its entirety as follows:

5.1 Use of Proceeds. The Company shall use the Loan proceeds

disbursed pursuant to this Agreement for (a) repayment of term

indebtedness owing to the Bank, (b) store expansion, (c) common

stock repurchases and (d) general working capital purposes;

provided, however, that the maximum amount of Loan proceeds that may

be used to repurchase common stock is $20,000,000; provided further,

however, that the maximum amount of Loan proceeds that may be used

to repurchase common stock is $1,000,000 from the effective date of

Amendment No. 3 through October 31, 2005.

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

(c) Fixed Charge Coverage Ratio. The Fixed Charge Coverage Ratio

shall not be less than (1) 1.00 to 1.00 from November 1, 2004 to

April 30, 2005, (2) 1.05 to 1.00 from May 1, 2005 to July 31, 2005,

(3) 1.10 to 1.00 from August 1, 2005 to October 31, 2005, (4) 1.15

to 1.00 from November 1, 2005 to February 28, 2006, and (5) 1.20 to

1.00 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

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

Expenditures on such restaurants during the Fiscal Period.

"Revolving Credit Usage" means the amount of Revolving Loans

outstanding under the Revolving Note on the last day of the Fiscal

Period that is being measured.

1.4. Section 6.2(d), entitled "Earnings Before Taxes," is hereby

eliminated.

1.5. Section 6.2(f), entitled "Interest Coverage Ratio," is hereby

eliminated.

1.6. Section 6.2(g) is amended and restated in its entirety as follows:

(g) Senior Debt to EBITDA. At the end of an