Bank of America

EXHIBIT 10.1

Bank of America

April 23, 2009

Mr. R. Xxxxxxx Xxxxx

Chief Financial Officer

X. Xxxxxxxxx’x Corporation

0000 Xxxx Xxx Xxxxxx, Xxxxx 000

Xxxxxxxxx, Xxxxxxxxx  00000

Re:           Loan Agreement Dated May 12, 2003, as Amended (“Loan Agreement”)

Xxxx,

Reference is made to the Loan Agreement dated May 12, 2003, as amended.  Capitalized terms not defined herein shall have the meaning contained in the Loan Agreement.

This letter is to advise you that Bank of America, N.A. waives noncompliance by X. Xxxxxxxxx’x Corporation and X. Xxxxxxxxx’x Restaurants, Inc., of the Fixed Charge Coverage Ratio and the Maximum Adjusted Debt to EBITDAR Ratio for the quarter ending March 31, 2009.  This waiver is limited to the items and periods set forth above.

Very truly yours,

BANK OF AMERICA, N.A.

By:   /s/ Xxxxxx X. Xxxxxxxxx, Xx.

Xxxxxx X. Xxxxxxxxx, Xx.

Senior Vice President