Unassociated Document

This First Amendment to Loan Documents (this “Amendment”) is entered into as of May 24, 2009 by and between Chanticleer Investors, LLC, a Delaware limited liability company (the “Holder”), the Estate of Robert H. Brooks (the “Maker”), Hooters of America, Inc., a Georgia corporation (the “Company”), and A. J. Block, Jr. (the “Escrow Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Loan Agreement (as defined below).

WHEREAS, the Holder made a $5 million loan to Robert H. Brooks pursuant to a Loan and Conversion Agreement dated as of May 24, 2006 by and between the Holder, Robert H. Brooks, the Company and the Escrow Agent (the “Loan Agreement”), which loan was evidenced by a Convertible Secured Promissory Note dated May 24, 2006 made by Robert H. Brooks to the order of the Holder (the “Note”) and was secured pursuant to a Stock Pledge Agreement dated as of May 24, 2006 by and between the Holder, Robert H. Brooks, and the Company (the “Pledge Agreement,” and together with the Loan Agreement and the Note, the “Agreements”); and

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

“(vi) That in the event that, prior to November 24, 2010, the Maker enters into a written definitive agreement (a “Definitive Agreement”) for a sale of any shares of the Company, other than the Shares, the Maker shall deliver to the Holder written notice thereof, including a copy of the Definitive Agreement. The Holder shall then have a period of thirty (30) days from the date of receipt of the Definitive Agreement in which to elect, by delivering written notice of such election to the Maker together with a nonrefundable cash deposit equal in amount to the deposit made pursuant to the Definitive Agreement, to purchase such shares of the Company (the “Offered Shares”) pursuant to the terms and conditions of the Definitive Agreement. The Definitive Agreement may be subject to customary closing conditions, including, but not limited to, a financing contingency; provided, however, that the Definitive Agreement will be supported by financing proposal(s) from a nationally recognized financial institution(s) and the Buyer will have completed all material due diligence. In the event that the Holder elects to purchase the Offered Shares pursuant to the terms and conditions of the Definitive Agreement (the “Election”), the Holder will have thirty (30) days from its delivery of the Election to close the purchase of the Offered Shares. The Maker shall use commercially reasonable efforts to give the Holder similar access to due diligence information (to include access to any data room and to interview Company management) as is granted to the party making the Offer during the 30-day period in which the Holder may make the Election.

If the Holder fails to make the Election within thirty (30) days from the date of receipt of the Definitive Agreement or fails to close the purchase of the Offered Shares within thirty (30) days after making the Election, the Maker shall be free to sell the Offered Shares pursuant to the Definitive Agreement (which may be amended so long as the final terms and conditions are no less favorable to the Maker than the original terms and conditions of the Definitive Agreement). If the Maker fails to sell the Offered Shares in accordance with the preceding sentence, the Offered Shares shall once again be subject to the Holder’s right of refusal pursuant to this Section 3(d)(vi).”

(b) The words “at the rate of six (6%) percent per annum” in the introductory paragraph of the Note are hereby deleted and replaced with “at the rate of six percent (6%) per annum from May 24, 2006 through and including May 24, 2009 and at the rate of eight percent (8%) per annum thereafter”.

(d) The words “except as provided in Paragraph (1)” at the end of the paragraph numbered “2” on the first page of the Note are deleted and replaced with the words “except for any change of control (including the vesting in the personal representatives of the Estate of Robert H. Brooks control over the equity ownership of the Company and the election of such personal representatives as directors of the Company) that arose prior to May 24, 2009 and was attributable to the death of Robert H. Brooks”;