AMENDMENT NUMBER FOURTEEN TO CREDIT AGREEMENT AND WAIVER

Exhibit 10.3

AMENDMENT NUMBER FOURTEEN TO CREDIT AGREEMENT AND WAIVER

This AMENDMENT NUMBER FOURTEEN TO CREDIT AGREEMENT AND WAIVER (this “ Amendment ”) is entered into as of August 5, 2008, by the lenders identified on the signature pages hereof (the “ Lenders ”), WELLS FARGO FOOTHILL, INC. , a California corporation, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns, if any, in such capacity, “ Agent ”; and together with the Lenders, the “ Lender Group ”), BUCA, INC ., a Minnesota corporation (“ Parent ”), and each of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “ Borrower ”, and individually and collectively, jointly and severally, as the “ Borrowers ”), with reference to the following:

WHEREAS , Borrowers and the Lender Group are parties to that certain Credit Agreement, dated as of November 15, 2004, as amended by that certain Amendment Number One to Credit Agreement and Waiver dated as of April 15, 2005, as further amended by that certain Amendment Number Two to Credit Agreement and Consent dated as of September 9, 2005, as further amended by that certain Amendment Number Three to Credit Agreement dated as of November 4, 2005, as further amended by that certain Amendment Number Four to Credit Agreement dated as of November 30, 2005, as further amended by that certain Amendment Number Five to Credit Agreement dated as of March 22, 2006, as further amended by that certain Amendment Number Six to Credit Agreement dated as of August 11, 2006, as further amended by that certain Amendment Number Seven to Credit Agreement dated as of October 1, 2006, as further amended by that certain Amendment Number Eight to Credit Agreement dated as of March 8, 2007, as further amended by that certain Amendment Number 9 dated March 22, 2007, as further amended by that certain Amendment Number Ten to Credit Agreement and Waiver dated as of August 6, 2007, as further amended by that certain Amendment Number Eleven to Credit Agreement and Waiver dated as of November 2, 2007, as further amended by that certain Amendment Number Twelve to Credit Agreement and Waiver dated as of March 10, 2008, and as further amended by that certain Amendment Number Thirteen to Credit Agreement and Waiver dated as of May 13, 2008 (as may be further amended, restated, supplemented, or otherwise modified from time to time, the “ Credit Agreement ”);

WHEREAS , Events of Default have occurred and are continuing under the Credit Agreement due to the failure of the Borrowers to achieve (i) EBITDA of at least $5,610,000 for the twelve month period ending June 29, 2008 as required by Section 6.16(a)(i) of the Credit Agreement, and (ii) a Fixed Charge Coverage Ratio of at least 0.58 to 1.00 for the twelve month period ending June 29, 2008 as required by Section 6.16(a)(ii) of the Credit Agreement (collectively, the “ Specified Events of Default ”);

WHEREAS Borrowers have requested that the Lender Group waive the Specified Events of Default and agree to certain amendments to the Credit Agreement, as set forth herein; and

WHEREAS , upon the terms and conditions set forth herein, the Lender Group is willing to waive the Specified Events of Default and amend the Credit Agreement.

NOW, THEREFORE , in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement, as amended hereby.

2. Amendments to Credit Agreement.

(a) Amendment to Section 2.1 of the Credit Agreement . Section 2.1 of the Credit Agreement, Revolver Advances , is hereby modified and amended by amending and restating such section in its entirety as follows:

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“ 2.1 Revolver Advances .

(a) Subject to the terms and conditions of this Agreement, from the Closing Date until the Fourteenth Amendment Effective Date, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make advances (“ Advances ”) to Borrowers in an amount at any one time outstanding not to exceed such Lender’s Pro Rata Share of an amount equal to the lesser of (i) the Maximum Revolver Amount less the Letter of Credit Usage, or (ii) the Borrowing Base less the Letter of Credit Usage. On and after the Fourteenth Amendment Effective Date, except for funding its Pro Rata Share of any Advance deemed made pursuant to Sections 2.3(d) or 2.12(a) , no Lender shall have any obligation to make any Advances.

(b) Each Borrower hereby acknowledges, confirms and agrees that as of the Fourteenth Amendment Effective Date, (i) each Borrower is jointly and severally indebted to the Lender Group for Advances in the principal amount of $3,850,455, (ii) the Letter of Credit Usage is $5,205,000 and (iii) the Revolver Usage is $9,055,455. Subject to Sections 2.4(d) and 2.12(g) hereof, the Borrowers shall repay the Revolver Usage in the following amounts on the following dates:

The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement.

(c) Amounts repaid may not be reborrowed.

(d) Each payment (or cash collateralization) pursuant to Section 2.1(b) shall permanently reduce the Maximum Revolver Amount by a corresponding amount.”

(b) Amendment to Section 2.4(c)(i) of the Credit Agreement . Section 2.4(c)(i) of the Credit Agreement is hereby modified and amended by deleting such Section in its entirety and by substituting the following in lieu thereof:

“(i) Optional . Borrower may prepay the principal of any Advance at any time in whole or in part.”

(c) Amendment to Section 2.4(d) of the Credit Agreement . Section 2.4(d) of the Credit Agreement, Application of Mandatory Prepayments , is hereby modified and amended by amending and restating such Section as follows:

“(d) Application of Prepayments . Each prepayment pursuant to Section 2.4(c) above shall be applied, first , to the outstanding principal amount of the Advances (with a corresponding permanent reduction in the Maximum Revolver Amount), until paid in full, and second , to cash collateralize the

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Letters of Credit in an amount equal to 105% of the then extant Letter of Credit Usage (with a corresponding permanent reduction in the Maximum Revolver Amount). Each such prepayment of the Advances or cash collateralization of the Letters of Credit shall be applied against the remaining installments due pursuant to Section 2.1(b) in the order of maturity (for the avoidance of doubt, any amount that is due and payable on the Maturity Date shall constitute an installment).”

(d) Amendment to Section 2.6(d) of the Credit Agreement . Section 2.6(d) of the Credit Agreement, Payment , is hereby modified and amended by amending and restating such Section as follows:

“(d) Payment. Except as provided to the contrary in the Fee Letter, interest, Letter of Credit Fees, and all other fees payable hereunder shall be due and payable in cash, in arrears, on the first day of each month at any time that Obligations or Commitments are outstanding. Borrowers hereby authorize Agent, from time to time, without prior notice to Borrowers, to charge all interest and fees (when due and payable), all Lender Group Expenses (as and when incurred), all charges, commissions, fees, and costs provided for in Section 2.12(e) (as and when accrued or incurred), all fees and costs provided for in the Fee Letter (when due and payable or as and when incurred, as the case may be), and all other payments as and when due and payable under any Loan Document (including any amounts due and payable to the Bank Product Providers in respect of Bank Products up to the amount of the Bank Product Reserve) to Borrowers’ Loan Account, which amounts thereafter shall constitute Advances hereunder and shall accrue interest at the rate then applicable to Advances hereunder that are Base Rate Loans. Any interest not paid when due shall be compounded by being charged to Borrowers’ Loan Account and shall thereafter constitute Advances hereunder and shall accrue interest at the rate then applicable to Advances that are Base Rate Loans. To the extent an Overadvance results from charging any such items to the Borrowers’ Loan Account, Section 2.3(d)(iii) shall govern the repayment of such Overadvance.”

(e) Amendment to Section 2.7(d) . Section 2.7(d) of the Credit Agreement is hereby modified and amended by amending and restating such Section in its entirety as follows:

“(d) The Concentration Account Bank and each Cash Management Bank shall establish and maintain Cash Management Agreements or Control Agreements with Agent, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement and Control Agreement shall provide, among other things, that (i) the applicable Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Accounts maintained by it without further consent by any Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against such Cash Management Accounts other than for payment of its service fees and other charges directly related to the administration of any such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of the Agent (an “ Activation Instruction ”), such Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “ Rescission ”) if: (x) the Event of Default upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of this Agreement, and (y) no additional Event of Default has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission.”

(f) Amendment to Section 2.12(a) of the Credit Agreement . Section 2.12(a) of the Credit Agreement is hereby modified and amended by inserting the following at the end thereof:

“Notwithstanding the foregoing, the Issuing Lender shall have no obligation to issue any Letters of Credit on or after the Fourteenth Amendment Effective Date other than to replace or renew Letters of

Credit existing on the Fourteenth Amendment Effective Date so long as such replacement or renewal

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Letter of Credit (A) has an expiration date not later than the earlier of (x) one year after the date of issuance or (y) five (5) Business Days prior to the Maturity Date and (B) is for an amount less than or equal to the Letter of Credit it is replacing or renewing.”

(g) Amendment to Section 2.12 of the Credit Agreement . Section 2.12 of the Credit Agreement, Letters of Credit , is hereby modified and amended by inserting the following as a new clause (g) thereof:

“(g) On and after the Fourteenth Amendment Effective Date, in the event a Letter of Credit expires (and is not renewed) or the Borrowers, with the consent of the applicable beneficiary, retire or reduce the amount of any Letter of Credit, the remaining installments due pursuant to Section 2.1(b) shall be reduced by a corresponding amount (with a corresponding permanent reduction in the Maximum Revolver Amount) in the order of maturity (for the avoidance of doubt, any amount that is due and payable on the Maturity Date shall constitute an installment).”

(h) Amendment to Section 6.1 of the Credit Agreement . Section 6.1 of the Credit Agreement, Indebtedness , is hereby modified and amended by inserting the following as a new clause (i) thereof:

“(i) Indebtedness incurred pursuant to the PH Debt Documents in an aggregate principal amount not to exceed $3,500,000 (plus capitalized interest thereon) to the extent such Indebtedness is subject to the PH Intercreditor Agreement.”

(i) Amendment to Section 6.7(c) of the Credit Agreement . Section 6.7(c) of the Credit Agreement is hereby modified and amended by amending and restating such Section in its entirety as follows:

“(c) directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections 6.1(b) , (c) , (d) , (g) , or (h) , or (ii) the PH Debt Documents in a manner prohibited by Section 18 of the PH Intercreditor Agreement.”

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(j) Amendment to Section 6.16 of the Credit Agreement . Section 6.16 of the Credit Agreement, Financial Covenants , is hereby modified and amended by amending and restating such Section in its entirety as follows:

“6.16 Financial Covenants .

(a) Fail to maintain or achieve:

(i) Minimum EBITDA. EBITDA, measured on a month-end basis, of at least the required amount set forth in the following table for the applicable period set forth opposite thereto:

(ii) [Intentionally Omitted].

(b) Make:

(i) Maintenance Capital Expenditures. Maintenance Capital Expenditures in any fiscal year (or portion thereof, if applicable) in excess of the amount set forth in the following table for the applicable period:

(ii) Growth Capital Expenditures. Any Growth Capital Expenditures.”

(k) Amendment to Article 6 of the Credit Agreement . Article 6 of the Credit Agreement, Negative Covenants , is hereby modified and amended by inserting the following as new Sections 6.18 and 6.19:

“6.18 Use of Proceeds . Use the proceeds of the Indebtedness incurred pursuant to the PH Debt Documents for any purpose other than for its general corporate purposes.

6.19 Merger Documents . Directly or indirectly, terminate, amend, modify, alter, or change any of the terms or conditions of or waive any of its rights under any of the Merger Documents in any manner materially adverse to any Borrower or the Lender Group.”

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(l) Amendment to Section 7.2(a) of the Credit Agreement . Section 7.2(a) of the Credit Agreement is hereby modified and amended by amending and restating such Section in its entirety as follows:

“(a) fail to perform or observe any covenant or other agreement contained in any of Sections 2.7 , 5.2 , 5.3 , 5.4 , 5.5 , 5.8 , 5.12 , 5.14 , 5.16 , and 6.1 through 6.19 of this Agreement;”

(m) Amendment to Section 7.8 of the Credit Agreement . Section 7.8 of the Credit Agreement is hereby modified and amended by amending and restating such Section in its entirety as follows:

“7.8 If there is a default in (i) the PH Debt Documents, or (ii) one or more agreements to which any Borrower or any Subsidiary of a Borrower is a party with one or more third Persons relative to Indebtedness of any Borrower or any Subsidiary of a Borrower involving an aggregate amount of $500,000 or more, and such default (x) occurs at the final maturity of the obligations thereunder, or (y) results in a right by any holder of such Indebtedness, irrespective of whether exercised, to accelerate the maturity of the applicable Borrower’s or the applicable Subsidiary’s obligations thereunder;”

(n) Amendment to Schedule 1.1 of the Credit Agreement . Schedule 1.1 of the Credit Agreement, Definitions , is hereby modified and amended by adding the following defined terms in the proper alphabetical order:

““ Activation Instruction ” has the meaning ascribed thereto in Section 2.7(d) .

“ Fourteenth Amendment Effective Date ” means August 5, 2008.

“ Merger Agreement ” means that certain Agreement and Plan of Merger by and among Planet Hollywood International, Inc., PH Agent and the Parent dated as of the Fourteenth Amendment Effective Date.

“ Merger Documents ” means the Merger Agreement and each document, agreement, instrument or certificate executed or delivered in connection therewith.

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