AMENDMENT NUMBER ONE TO CREDIT AGREEMENT AND WAIVER

Exhibit 10.1

AMENDMENT NUMBER ONE

TO CREDIT AGREEMENT AND WAIVER

This AMENDMENT NUMBER ONE TO CREDIT AGREEMENT AND WAIVER (this “ Amendment ”) is entered into as of April 15, 2005, 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, restated, supplemented, or otherwise modified from time to time, the “ Credit Agreement ”);

WHEREAS , the Parent has informed the Lender Group that (a) it intends to restate its financial statements for fiscal years 2000 through 2003, for the first three fiscal quarters of fiscal year 2004 and for the November 2004 monthly fiscal period (the “ Superceded Financial Statements ”) to correct for errors in the application of existing generally accepted accounting principles and for other reasons previously disclosed to the Lender Group, and has prepared new Projections in light of such anticipated restatements and changes in outlook for the Borrowers and their Subsidiaries, copies of which new Projections (the “ New Projections ”) were delivered to the Lender Group on March 2, 2005, and (b) the Superceded Financial Statements and the Projections delivered to the Lender Group prior to March 2, 2005 (the “ Superceded Projections ”) should no longer be relied upon;

WHEREAS, the following unwaived Events of Default have occurred and are continuing under the Credit Agreement (the “ Existing Events of Default ”):

(a) Borrowers failed to maintain or achieve EBITDA, measured on a quarter-end basis, of at least $4,700,000 for the 3 month period ending December 26, 2004 as required by Section 6.16(a)(i) of the Credit Agreement;

(b) Borrowers failed to maintain or achieve a Fixed Charge Coverage Ratio, measured on a quarter-end basis, of at least 2.25:1.0 for the 3 month period ending December 26, 2004 as required by Section 6.16(a)(ii) of the Credit Agreement;

(c) Borrowers have not satisfied on a timely basis the covenant set forth in Section 5.16 of the Credit Agreement with respect to BUCA (Minneapolis), Inc., a newly formed Subsidiary of BUCA Restaurants 2, Inc.;

(d) Borrowers have not satisfied the conditions subsequent set forth in Sections 3.3(g) and 3.3(h) of the Credit Agreement within the time periods required thereby;

(e) Borrowers have failed to maintain a system of accounting that enables them to produce financial statements in accordance with GAAP as required by Section 5.1 of the Credit Agreement;

(f) Borrowers have disposed of the parcel of Real Property in Tuscany, Italy during the continuance of an Event of Default in violation of Sections 6.3(c) and 6.4 of the Credit Agreement;

(g) Borrowers and their Subsidiaries have made certain intercompany distributions and/or have repaid certain intercompany debt during the continuance of an Event of Default in violation of Section 4 of the Intercompany Subordination Agreement and in violation of Section 6(h)(ii) of the Security Agreement;

(h) Borrowers and their Subsidiaries have failed to deliver to Agent, with a copy to each Lender: (i) audited financial statements and the related Compliance Certificate required by Section 5.3 of the Credit Agreement for fiscal year 2004 within 90 days after the end of such fiscal year, (ii) the quarterly reports required by Section 5.2 of the Credit Agreement for the fourth fiscal quarter of fiscal year 2004 within 45 days after the end of such fiscal quarter, (iii) unaudited financial statements and the other monthly reports required by Section 5.3 of the Credit Agreement for the December 2004, January 2005 and February 2005 monthly fiscal periods within 30 days (or 45 days, as the case may be) after the end of such monthly fiscal periods, and (iv) the monthly reports required by Section 5.2 of the Credit Agreement for the December 2004, January 2005, February 2005 and March 2005 monthly fiscal periods within 10 days after the end of such monthly fiscal periods; and

(i) The representations regarding the Superceded Financial Statements and the Superceded Projections contained in Sections 4.11 and 4.18 of the Credit Agreement are incorrect.

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

WHEREAS , subject to the terms and conditions set forth herein, the Lender Group is willing to make the amendments and grant the waiver requested by Borrowers.

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.

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2. Amendments to Credit Agreement .

(a) Section 2.6(a)(iii) of the Credit Agreement is hereby deleted and amended and restated in its entirety as follows:

“(iii) if the relevant Obligation is the Term Loan B, (A) during the period from and including the Closing Date through and including January 31, 2005, at a per annum rate equal to the Base Rate plus 4.75 percentage points, and (B) during the period from and including February 1, 2005 through and including the Maturity Date, at a per annum rate equal to the Base Rate plus 6.75 percentage points; provided that, commencing with the fiscal quarter ending March 26, 2006, if TTM EBITDA of Borrowers is greater than $12,400,000 as of the end of any fiscal quarter, the per annum rate shall be equal to the Base Rate plus 5.75 percentage points during the period from and including the first day of the fiscal quarter immediately following such fiscal quarter through and including the Maturity Date, and”

(b) Section 3.3(g) of the Credit Agreement is hereby amended by (i) deleting “within 90 days of the Closing Date,” from the first line thereof and replacing it with “on or before April 30, 2005,” and (ii) adding the following immediately after the first proviso thereof:

“ provided further that, Administrative Borrower shall provide or cause to be provided to Agent and Term Loan B Representative a weekly report setting forth in, reasonable detail, Borrowers’ efforts in obtaining such third party consents required to effect such transactions (including those of the Minneapolis City Counsel and the landlord of the Minneapolis, Minnesota Restaurant);”

(c) [Intentionally Omitted]

(d) Section 5.1 of the Credit Agreement is hereby deleted and amended and restated in its entirety as follows:

“5.1 Accounting System . Maintain at all times from and after June 26, 2005 a system of accounting that enables Borrowers to produce financial statements in accordance with GAAP and maintain records pertaining to the Collateral that contain information as from time to time reasonably may be requested by Agent.”

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(e) Section 6.16(a)(i) of the Credit Agreement is hereby amended by deleting the first 9 rows of the table set forth therein and replacing such rows with the following:

(f) Section 6.16(a)(ii) of the Credit Agreement is hereby amended by deleting the first 9 rows of the table set forth therein and replacing such rows with the following:

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(g) Section 7.7 of the Credit Agreement is hereby deleted and amended and restated in its entirety as follows:

“7.7 If one or more judgments, orders or awards (or any settlement of any claim that, if breached, could result in a judgment, order or award) involving an aggregate amount of $500,000, or more (except (a) to the extent fully covered by insurance pursuant to which the insurer has accepted liability therefor in writing, or (b) the settlement of the Class Action Lawsuit in an aggregate amount not to exceed $2,800,000 (inclusive of legal fees and disbursements)) shall be entered or filed against any Borrower or any Subsidiary of a Borrower or with respect to any of their respective assets, and the same is not released, discharged, bonded against, or stayed pending appeal before the earlier of 30 days after the date it first arises or 5 days prior to the date on which such asset is subject to being forfeited by the applicable Borrower or the applicable Subsidiary;”

(h) Schedule 1.1 to the Credit Agreement is hereby amended by adding the following definitions in proper alphabetical order:

““ Class Action Lawsuit ” means the lawsuit captioned Buca, Inc. adv. Tosto, Bolton, Los Angeles Superior Court, Case number BC316879 and filed in the Orange County Superior Court, California, on March 4, 2004 and subsequently transferred to the Los Angeles Superior Court.”

““ Common Stock Penalty ” has the meaning set forth in the definition of “EBITDA”.”

““ D&O Costs ” has the meaning set forth in the definition of “EBITDA”.”

““ First Amendment ” means Amendment Number One to Credit Agreement and Waiver dated as of April 15, 2005 entered into by and among the Lenders, the Agent and the Borrowers.”

““ First Amendment Fees and Expenses ” has the meaning set forth in the definition of “EBITDA”.”

““ Investigations ” has the meaning set forth in that certain letter agreement dated as of April 15, 2005 executed by the Lender Group in favor of the Borrowers.”

““ Investigations Expenses ” has the meaning set forth in the definition of “EBITDA”.”

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(i) Schedule 1.1 to the Credit Agreement is hereby amended by deleting the definitions of “Borrowing Base”, “EBITDA”, and “TTM EBITDA” and restating such definitions in their entirety as follows:

““ Borrowing Base ” means:

(a) As of any date of determination during the period from and including the Closing Date through and including December 31, 2005 (other than with respect to the period referenced in clause (b) of this definition), an amount equal to the result of:

(i) the lesser of (A) (x) 2.75 times TTM EBITDA for the most recently ended 12 consecutive monthly periods for which financial statements have been delivered pursuant to Section 5.3 , minus (y) $20,000,000, and (B) (x) 60% of the most recently determined Enterprise Value, minus (y) $20,000,000;

minus

(ii) the sum of (A) the Bank Product Reserve, and (B) the aggregate amount of reserves, if any, established by Agent under Section 2.1(b) .

(b) As of any date of determination during the period from and including January 1, 2006 through but excluding the Maturity Date, an amount equal to the result of:

(i) the lesser of (A) (x) 2.50 times TTM EBITDA for the most recently ended 12 consecutive monthly periods for which financial statements have been delivered pursuant to Section 5.3 , minus (y) $20,000,000, and (B) (x) 60% of the most recently determined Enterprise Value, minus (y) $20,000,000;

minus

(ii) the sum of (A) the Bank Product Reserve, and (B) the aggregate amount of reserves, if any, established by Agent under Section 2.1(b) .”

““ EBITDA ” means, with respect to any fiscal period, in each case as determined in accordance with GAAP, Parent’s and its Subsidiaries’ consolidated net earnings (or loss), minus extraordinary gains and interest income for such period, plus :

(a) interest expense, income taxes, depreciation and amortization, and Restaurant Pre-Opening Expenses for such period;

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(b) for the fourth fiscal quarter of fiscal year 2004 only: (i) lease termination charges in an aggregate amount not to exceed $759,000 related to the Charlotte, NC and Jenkintown, PA Restaurants, (ii) non-cash early termination of debt charges in an aggregate amoun