SECOND AMENDMENT
TO
CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment")
dated as of November 15, 2002 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"; together with the Parent, the
"Borrowers"), 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 as defined therein.
RECITALS
WHEREAS, a $200 million credit facility has been established
in favor of the Borrowers pursuant to that Credit Agreement (as
amended, modified, supplemented and extended, the "Credit
Agreement") dated as of January 28, 2000 among the Borrowers, the
Guarantors, the Lenders identified therein, First Union National
Bank (now known as Wachovia Bank, National Association), as
Syndication Agent, Wachovia Bank, N.A. (now known as Wachovia
Bank, National Association), as Documentation Agent, SunTrust
Bank, Atlanta, as Senior Managing Agent, and Bank of America,
N.A., as Administrative Agent;
WHEREAS, the Credit Parties have requested certain
modifications and amendments to the Credit Agreement; and
WHEREAS, the Required Lenders have agreed to the requested
modifications and amendments on the terms and conditions set
forth herein;
NOW, THEREFORE, in consideration of these premises and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:
Section 1. Amendments. The Credit Agreement is hereby
amended and modified in the following manner:
1.1 Sale or Lease of Assets. Clause (e) of Section 8.5 is
amended and restated in its entirety to read as follows:
(e) the sale of up to eleven (11) stores in any fiscal
year provided that (i) no Default or Event of Default
exists before or after giving effect to any such sale, (ii)
each such store is sold pursuant to the terms and conditions
of an arms-length contract for fair market value and (iii)
to the extent such dispositions permitted under this
subclause (e) exceed $40,000,000 in the aggregate during the
term of this Credit Agreement, the Revolving Committed
Amount shall be immediately reduced by the amount by which
such dispositions permitted by this subclause (e) exceed
$40,000,000 in the aggregate during the term of this Credit
Agreement.
1.2 Restricted Payments. The proviso at the end of clause
(b) of Section 8.8 is amended and restated in its entirety to
read as follows:
provided, that, the Parent may repurchase shares of its
Capital Stock pursuant to the Share Repurchase Program in an
amount not to exceed during the term of this Credit
Agreement an aggregate amount equal to the sum of (i) $55
million plus (ii) an amount equal to 50% of Net Income for
each fiscal quarter after September 29, 1999 so long as at
the time of such repurchase and after giving effect thereto,
no Default or Event of Default shall exist or be continuing.
1.3 Capital Expenditures. Section 8.13 is amended and
restated in its entirety to read as follows:
8.13 Capital Expenditures.
The Credit Parties will not permit Capital Expenditures
(a) for the fiscal year ending January 1, 2003 to exceed
$71,000,000 in the aggregate, (b) for the fiscal year ending
December 31, 2003 to exceed $87,000,000 in the aggregate and
(c) for the fiscal year ending December 29, 2004 to exceed
$90,000,000 in the aggregate; provided, however, that up to
$10,000,000 of the unused allowance for Capital Expenditures
in any fiscal year, if not expended in the fiscal year for
which it is permitted, may be carried over for expenditure
in the immediate succeeding fiscal year; provided, further,
that up to $10,000,000 of the unused allowance for the
Parent's repurchase of its Capital Stock pursuant to the
Share Repurchase Program as permitted by Section 8.8 may be
expended in any fiscal year for Capital Expenditures in
addition to the amounts permitted above.
Section 2. Conditions Precedent. This Amendment shall
become effective immediately upon 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.
Section 3. Miscellaneous.
3.1 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 such
representations and warranties that expressly relate to an
earlier period).
3.2 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.
3.3 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.
3.4 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.
3.5 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.
3.6 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.
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IN WITNESS WHEREOF, each of the parties hereto has caused
this Amendment to be duly executed and delivered by its duly
authorized officer as of the day and year first above written.
BORROWERS: RYAN'S FAMILY STEAK HOUSES, INC.,
a South Carolina corporation
By:
Name: Fred T. Grant, Jr.
Title: Senior Vice President - Finance
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
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
LENDERS: BANK OF AMERICA, N.A.,
in its capacity as
Administrative Agent
and individually as a
Lender
By:
Name:
Title:
WACHOVIA BANK, NATIONAL ASSOCIATION (formerly
First Union National Bank)
By:
Name:
Title:
WACHOVIA BANK, NATIONAL ASSOCIATION (formerly
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: