LIMITED WAIVER TO CREDIT AGREEMENT

THIS LIMITED WAIVER TO CREDIT AGREEMENT (this “ Waiver ”) is entered into as of October 14, 2008, by and among Buffets, Inc., a Minnesota corporation, as a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (“ Borrower ”), Buffets Holdings, Inc., a Delaware corporation, as a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (“ Holdings ”), the Subsidiaries of Borrower and Holdings, as Guarantors (together with Borrower and Holdings, the “ Loan Parties ”), the financial institutions party hereto as Lenders (collectively, the “ Lenders ”) and Credit Suisse, Cayman Islands Branch, as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement (as hereinafter defined).  

WHEREAS, Borrower, Holdings, the Administrative Agent and the Lenders are parties to the Secured Super-Priority Debtor in Possession Credit Agreement, dated as of January 22, 2008 (as has been or may be further amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), pursuant to which, among other things, the Lenders agreed, subject to the terms and conditions set forth in the Credit Agreement, to make certain loans and other financial accommodations to Borrower;

WHEREAS, the Event of Default listed on Exhibit A hereto has occurred and is continuing under the Credit Agreement as of the date hereof (the “ Specified Default ”);

WHEREAS, pursuant to the Forbearance Agreement and Second Amendment, dated as of September 26, 2008 (the “ Forbearance Agreement and Second Amendment ”), by and among the Loan Parties, the Administrative Agent and the Lenders signatory thereto, the Lenders have agreed, subject to the terms and conditions set forth therein, to forbear from exercising certain of their default-related rights and remedies against Borrower and the other Loan Parties with respect to the Specified Default during the Forbearance Period (as defined therein);

WHEREAS, the Loan Parties have requested that the undersigned Lenders agree to waive the Specified Default under the Credit Agreement as provided for herein; and

WHEREAS, subject to certain conditions provided for herein, the undersigned Lenders are willing to effect such waiver on the terms and subject to the conditions of this Waiver.

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

SECTION I. WAIVER

A. Limited Waiver. Subject to the terms and conditions set forth herein and in reliance on the representations and warranties of the Loan Parties herein contained, effective upon satisfaction of the conditions precedent set forth in Section II below, the undersigned Lenders hereby consent to the waiver of the Specified Default.

B. Limitation of Waiver. The waiver set forth above shall be limited precisely as written and relate solely to the waiver of the provision of the Credit Agreement in the manner and to the extent described above, and nothing in this Waiver shall be deemed to:

The Loan Parties hereby agree and acknowledge that the Lenders require and will require strict performance by the Loan Parties of all of their respective obligations, agreements and covenants contained in the Credit Agreement and the other Loan Documents, and no inaction or action regarding any Event of Default (other than the waiver expressly set forth herein with respect to the Specified Default)   is intended to be or shall be a waiver thereof.

SECTION II. CONDITIONS PRECEDENT TO EFFECTIVENESS

This Waiver shall become effective as of the date hereof only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “ Waiver   Effective Date ”):

B. Representations and Warranties. As of the Waiver Effective Date, each representation and warranty of each Loan Party set forth in Section III hereof and in the Credit Agreement, shall be true and correct in all material respects.

C. Fees and Expenses. Borrower and each other Loan Party shall have paid the Administrative Agent and the Lenders, as applicable, the fees described in Section 15(b) of the Forbearance Agreement and Second Amendment and in that certain Fee Letter, dated September 26, 2008 between the Borrower and the Administrative Agent.

D. Bankruptcy Court Order. The Administrative Agent shall have received a copy of an interim or final order from the Bankruptcy Court in form and substance satisfactory to the Administrative Agent approving the execution, delivery and performance of the Forbearance Agreement and Second Amendment and each provision set forth therein shall have become effective; provided , however , that (A) if the Bankruptcy Court has not entered a final order approving the Forbearance Agreement and Second Amendment in form and substance satisfactory to the Administrative Agent, such interim order shall be in full force and effect and shall not have been stayed, reversed, vacated or otherwise modified in a manner materially adverse to the Lenders and (B) if the Bankruptcy Court has entered such final order, such final order shall be in full force and effect and shall not have been stayed, reversed, vacated or otherwise modified in a manner materially adverse to the Lenders.

SECTION III. REPRESENTATIONS AND WARRANTIES

In order to induce the Administrative Agent and the