CHAR1\621841_ 1
FIRST AMENDMENT
TO
CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"),
dated as of November 9, 2001, is entered into by and among RYAN'S
FAMILY STEAK HOUSES, INC., a South Carolina corporation (the
"Parent"), RYAN'S FAMILY STEAK HOUSES EAST, INC., a Delaware
corporation ("Ryan's East"), the Domestic Subsidiaries of the
Parent identified as "Guarantors" on the signature pages hereto,
the Lenders identified on the signature pages hereto and BANK OF
AMERICA, N.A., as Administrative Agent for the Lenders (in such
capacity, the "Administrative Agent"). Except as otherwise
defined in this Amendment, terms defined in the Credit Agreement
referred to below (as amended by this Amendment) are used herein
as defined therein.
RECITALS
WHEREAS, a $200 million credit facility has been established
in favor of the Parent pursuant to that Credit Agreement (as
amended, modified, supplemented and extended, the "Credit
Agreement") dated as of January 28, 2000 among the Parent, Ryan's
East, the Guarantors, the Lenders identified therein, First Union
National Bank, as Syndication Agent, Wachovia Bank, N.A., as
Documentation Agent, SunTrust Bank, Atlanta, as Senior Managing
Agent, and Bank of America, N.A., as Administrative Agent;
WHEREAS, Ryan's East is a "Guarantor" under the Credit
Agreement and the other Credit Documents;
WHEREAS, the Parent has requested that the Required Lenders
permit Ryan's East to become a "Borrower" under the Credit
Agreement; and
WHEREAS, the Required Lenders have agreed to permit Ryan's
East to become a "Borrower" under the Credit Agreement on the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of premises and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. Amendments. From and after the First Amendment
Effective Date (as defined below), the Credit Agreement (together
with the schedules and exhibits thereto) is hereby amended in its
entirety to read in the form of such Credit Agreement (together
with the schedules and exhibits thereto) attached as Exhibit A to
this Amendment.
2. Conditions Precedent. This Amendment shall become
effective on the day (the "First Amendment Effective Date") on
which each of the following conditions precedent has been
satisfied:
(a) Receipt by the Administrative Agent of multiple
counterparts of this Amendment, duly executed and delivered
by each of the Credit Parties, the Required Lenders and the
Administrative Agent;
(b) Receipt by the Administrative Agent of a new
Revolving Note for each Lender executed by the Parent and
Ryan's East in substantially the form of Exhibit 2.1(d) to
the Credit Agreement (as amended by this Amendment); and
(c) Receipt by the Administrative Agent of a certified
copy of the resolutions of the Board of Directors of each
Credit Party evidencing its approval of this Amendment and
the matters contemplated hereby.
3. Reaffirmation of Representations and Warranties. The
Credit Parties hereby affirm that the representations and
warranties set forth in the Credit Agreement and the other Credit
Documents are true and correct as of the date hereof (except
those which expressly relate to an earlier period).
4. Reaffirmation of Guaranty. Each Guarantor (i)
acknowledges and consents to all of the terms and conditions of
this Amendment, (ii) affirms all of its obligations under the
Credit Documents and (iii) agrees that this Amendment and all
documents executed in connection herewith do not operate to
reduce or discharge such Guarantor's obligations under the Credit
Agreement or the other Credit Documents.
5. Reaffirmation of Liens. Each Credit Party affirms the
liens and security interests created and granted by it in the
Credit Documents and agrees that this Amendment shall in no
manner adversely affect or impair such liens and security
interests.
6. No Other Changes. Except as modified hereby, all of
the terms and provisions of the Credit Agreement and the other
Credit Documents (including schedules and exhibits thereto) shall
remain in full force and effect.
7. Counterparts. This Amendment may be executed in any
number of counterparts, each of which when so executed and
delivered shall be deemed an original and it shall not be
necessary in making proof of this Amendment to produce or account
for more than one such counterpart.
8. Governing Law. This Amendment shall be deemed to be a
contract made under, and for all purposes shall be construed in
accordance with, the laws of the State of South Carolina.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment, to be duly executed and delivered by their proper and
duly authorized officers as of the day and year first above
written.
PARENT: RYAN'S FAMILY STEAK HOUSES, INC.,
a South Carolina corporation
By:
Name: Fred T. Grant, Jr.
Title: Senior Vice President - Finance
RYAN'S EAST: RYAN'S FAMILY STEAK HOUSES EAST, INC.,
a Delaware corporation
By:
Name: Fred T. Grant, Jr.
Title: Treasurer
GUARANTORS: BIG R PROCUREMENT COMPANY, LLC,
a Delaware limited liability company
By: RYAN'S FAMILY STEAK HOUSES, INC.,
a South Carolina corporation, its sole
manager
By:
Name: Fred T. Grant, Jr.
Title: Senior Vice President - Finance
RYAN'S FAMILY STEAK HOUSES TLC, INC.,
a Delaware corporation
By:
Name: Fred T. Grant, Jr.
Title: Treasurer
RYAN'S PROPERTIES, INC.,
a Delaware corporation
By:
Name: Fred T. Grant, Jr.
Title: Treasurer
RYMARK HOLDINGS, INC.,
a Delaware corporation
By:
Name: Fred T. Grant, Jr.
Title: Treasurer
[Signature Pages Follow]
RYAN'S HOOSIER GROUP, LP,
a South Carolina limited partnership
By: RYAN'S FAMILY STEAK HOUSES TLC, INC.,
a Delaware corporation, its sole general
partner
By:
Name: Fred T. Grant, Jr.
Title: Treasurer
[Signature Pages Follow]
LENDERS: BANK OF AMERICA, N.A.,
in its capacity as
Administrative Agent
and individually as a
Lender
By:
Name:
Title:
FIRST UNION NATIONAL BANK
By:
Name:
Title:
WACHOVIA BANK, N.A.
By:
Name:
Title:
SUNTRUST BANK, ATLANTA
By:
Name:
Title:
SOUTHTRUST BANK, N.A.
By:
Name:
Title:
HIBERNIA NATIONAL BANK
By:
Name:
Title:
FLEET NATIONAL BANK
By:
Name:
Title:
CAROLINA FIRST BANK
By:
Name:
Title: