THIRD AMENDMENT AND WAIVER TO FINANCING AGREEMENT

EXHIBIT 10.33

EXECUTION VERSION

THIRD AMENDMENT AND WAIVER

TO FINANCING AGREEMENT

THIRD AMENDMENT AND WAIVER, dated as of April 21, 2006 (this “ Amendment ”), to the Amended and Restated Financing Agreement, dated as of October 27, 2004 as amended by the First Amendment dated April 11, 2005 and the Second Amendment dated as of January 4, 2006 (as may be further amended, restated, modified, supplemented or otherwise changed from time to time, the “ Financing Agreement ”), by and among GORDON BIERSCH BREWERY RESTAURANT GROUP, INC., a Tennessee corporation (the “ Parent ”), BIG RIVER BREWERIES, INC., a Tennessee corporation (“ Big River ”), and GB ACQUISITION, INC., a Tennessee corporation (“ GBA ” and together with Big River, each a “ Borrower ” and collectively, the “ Borrowers ”), each Person listed as a “ Guarantor ” on the signature pages thereto (together with the Parent, each a “ Guarantor ” and collectively, the “ Guarantors ”), the lenders from time to time party thereto (each a “ Lender ” and collectively, the ” Lenders ”), ABLECO FINANCE LLC, a Delaware limited liability company (“ Ableco ”), as collateral agent for the Lenders (in such capacity, the ” Collateral Agent ”), and WELLS FARGO FOOTHILL, INC., a California corporation (“ Foothill ”), as administrative agent for the Lenders (in such capacity, the ” Administrative Agent ” and together with the Collateral Agent, each an “ Agent ” and collectively, the “ Agents ”).

RECITALS

The Borrowers’ have requested, and the Agents and the Required Lenders have agreed, to amend the Financing Agreement, and to waive events of default that have occurred and are continuing under the Financing Agreement, in each case subject to the terms and conditions set forth in this Amendment.

NOW, THEREFORE, the Borrowers, the Guarantors, the Agents and the Required Lenders hereby agree as follows:

1. Capitalized Terms . All terms which are defined in the Financing Agreement and not otherwise defined herein are used herein as defined therein.

2. Amendments to Financing Agreement .

(a) Definitions .

(i) The definition of “Borrowing Base Multiple” set forth in Section 1.01(a) of the Financing Agreement is hereby amended and restated in its entirety to read as follows:

“ ‘ Borrowing Base Multiple ’ means, as of any date of determination, the following multiple for each period set forth opposite thereto as follows:

(ii) The definition of “Consolidated EBITDA” set forth in Section 1.01 of the Financing Agreement is hereby amended to (x) delete the word “and” immediately preceding clause (i)(K), and (y) add the following new clause (i)(L) immediately following the end of clause (i)(K) of such definition:

“and (L) non-cash stock option compensation expenses to the extent deducted from Consolidated Net Income”

(iii) Subclause (E) of the definition of “Fixed Charge Coverage Ratio” set forth in Section 1.01 of the Financing Agreement is hereby amended to add immediately prior to the proviso the following:

“other than (x) the amount of any Capital Expenditures made on or following the date of funding of any Designated Sponsor Capital Contribution up to the aggregate amount of such Designated Sponsor Capital Contribution made as of such date, and (y) the amount of any Glendale Capital Expenditures;”

(iv) The definition of “Loan Documents” is hereby amended and restated in its entirety to read as follows:

“‘ Loan Document ’ means this Agreement, any Assignment Document, the Capital Call Agreement, the Additional Capital Call Agreement, the Supplemental Capital Call Agreement, any Control Agreement, the Fee Letter, any Guaranty, any Security Agreement, any Pledge Agreement, any Mortgage, any Credit Card Acknowledgment, any Environmental Indemnity Agreement, any UCC Filing

Authorization Letter, the New Subordination Agreements, the Negative Pledge Letter and any other agreement, instrument, and other document executed and delivered pursuant hereto or thereto or otherwise evidencing or securing any Loan or any other Obligation.”

(v) The definition of “New Subordinated Note” set forth in Section 1.01 of the Financing Agreement is hereby amended by (A) deleting the “and” immediately preceding clause (d) and inserting a comma in lieu thereof, and (B) adding immediately prior to the period at the end of such definition a new clause (e) which shall read as follows:

“and (e) any Supplemental Subordinated Note”

(vi) The definition of “New Subordination Agreements” set forth in Section 1.01 of the Financing Agreement is hereby amended and restated in its entirety to read as follows:

“ New Subordination Agreements ” means, collectively, (i) the Subordination Agreement, dated as of October 27, 2004, duly executed by RSTW and the Parent, (ii) the Subordination Agreement, dated as of October 27, 2004, as amended by a letter amendment, dated as of April 11, 2005, a letter amendment, dated as of January 4, 2006, and a letter agreement dated as of April 21, 2006, duly executed by the Sponsor and the Parent, and (iii) the agreements, instruments or other documents setting forth the terms of the intercreditor and subordination arrangements with the Person (or Persons) funding the Additional Liquidity Facility, entered into on the date of the Additional Liquidity Facility, as each such agreement, instrument or other document may be amended, restated, modified, supplemented or otherwise changed from time to time in a manner satisfactory to the Agents.

(vii) Section 1.01 of the Financing Agreement is hereby amended to add in their respective alphabetical order the following new definitions:

“‘ Designated Sponsor Capital Contributions ’ means the capital contributions made by the Sponsor pursuant to the terms of the Supplemental Capital Call Agreement.”

“ Glendale Capital Expenditures ” means Capital Expenditures attributable to the Parent or any of its Subsidiaries in respect of the building and opening of the restaurant in Glendale, Arizona solely to the extent such Capital Expenditures were not paid or payable by the Parent or any of its Subsidiaries and have been attributable to such Persons as a result of GAAP.”

“ Supplemental Capital Call Agreement ” means the Capital Call Agreement, dated as of April 21, 2006, made by the Sponsor in favor of the Agents and the Lenders, which shall provide that the Sponsor will make additional capital contributions to the Parent with proceeds to the Parent on or prior to the following dates and in the

following amounts (which amounts are (x) in addition to any other capital contributions made prior to such dates and (y) made in one capital contribution and not a series of capital contributions): (A) an aggregate amount equal to $500,000 on or prior to June 30, 2006 and (B) an aggregate amount equal to $500,000 on or prior to July 31, 2006.”

“ Supplemental Subordinated Note ” means each subordinated promissory note issued by the Parent to the Sponsor evidencing amounts advanced pursuant to the terms of the Supplemental Capital Call Agreement.”

(b) Mandatory Prepayment . The parenthetical immediately following the reference to clause “(j)” of the definition Permitted Indebtedness in Section 2.05(c)(vi)(A) of the Financing Agreement is hereby amended and restated to read as follows:

(A) “(but not excluding Indebtedness incurred in respect of the Additional Subordinated Notes or any Supplemental Subordinated Note):

(c) Capital Expenditures . Section 6.02(g) of the Financing Agreement in amended to add immediately prior to the end of such Section, the following paragraph:

“Additionally, notwithstanding the foregoing, (x) the amount reflected in the table above for Fiscal Year 2006 shall be increased by the aggregate amount of any Designated Sponsor Capital Contributions received by the Parent and (y) the amount of any Glendale Capital Expenditures shall not be included for purposes of calculating compliance with this Section 6.02(g).”

(d) Leverage Ratio . The table in Section 6.03(a) of the Financing Agreement setting forth the Period and Leverage Ratio is hereby amended and restated in its entirety to read as follows:

(e) Fixed Charge Coverage Ratio Section 6.03(b) of the Financing Agreement is hereby amended and restated in its entirety to read as follows:

“(b) Fixed Charge Coverage Ratio . Permit the Fixed Charge Coverage Ratio of the Parent and its Subsidiaries for each period set forth below of the Parent and