RYANS FAMILY STEAKHOUSES INC
FINAL AMENDMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>final2003ammend2000notes.txt
<DESCRIPTION>FINAL AMENDMENT
<TEXT>




                RYAN'S FAMILY STEAK HOUSES, INC.

                       AMENDMENT AGREEMENT


                                              As of July 25, 2003


TO EACH OF THE CURRENT HOLDERS
NAMED IN ANNEX 1 HERETO

Ladies and Gentlemen:

       Ryan's   Family  Steak  Houses,  Inc.,  a  South  Carolina
corporation  (hereinafter,  the  "Company"),  together  with  its
successors and assigns, agrees with you as follows:

1.   PRELIMINARY STATEMENTS.

     1.1. Note Issuance, etc.

     The  Company  issued and sold Seventy Five  Million  Dollars
($75,000,000) in aggregate principal amount of its  9.02%  Senior
Notes  due January 28, 2008 (as they may be amended, restated  or
otherwise  modified from time to time, the "Notes")  pursuant  to
separate  Note Purchase Agreements, each dated as of January  28,
2000,  between  the  Company  and the  purchasers  identified  on
Schedule  A  thereto,  (as  in effect immediately  prior  to  the
effectiveness  of the amendments provided for by  this  Amendment
Agreement  (this  "Amendment  Agreement"),  the  "Existing   Note
Agreements",  and  as  amended by this Amendment  Agreement,  the
"Note Agreements").

     The  register for the registration and transfer of the Notes
indicates that the Persons named in Annex 1 hereto (the  "Current
Holders")  are  currently the holders of the  entire  outstanding
principal amount of the Notes.

2.   DEFINED TERMS.

     Capitalized  terms  used herein and  not  otherwise  defined
herein  have  the meanings ascribed to them in the Existing  Note
Agreements.

3.   AMENDMENTS TO EXISTING NOTE AGREEMENTS.

     The  Company has requested that the Current Holders  consent
to  the  amendment  of certain provisions of  the  Existing  Note
Agreements   in  the  manner  specified  in  Exhibit   A   hereto
(collectively, the "Amendments").  Subject to the satisfaction by
the  Company  of  the  terms and conditions hereof,  the  Current
Holders hereby agree to the Company's request.

4.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     To  induce you to enter into this Amendment Agreement and to
consent to the Amendments, the Company represents and warrants as
follows:

     4.1. Reaffirmation of Representations and Warranties.

     Except  as noted on Schedule 4.1, all of the representations
and  warranties  contained in Section  5  of  the  Existing  Note
Agreements are true in all material respects with the same  force
and effect as if made by the Company on the date hereof.

     4.2. Organization, Power and Authority, etc.

     The  Company is a corporation duly incorporated and  validly
existing  in  good standing under the laws of South Carolina  and
has all requisite corporate power and authority to enter into and
perform its obligations under this Amendment Agreement.

     4.3. Legal Validity.

     The  execution and delivery of this Amendment  Agreement  by
the  Company  and compliance by the Company with its  obligations
hereunder  and  under the Note Agreements:  (a)  are  within  the
corporate  powers of the Company; and (b) are legal  and  do  not
conflict  with,  result in any breach of,  constitute  a  default
under, or result in the creation of any Lien upon any property of
the  Company under the provisions of: (i) any charter  instrument
or  bylaw to which the Company is a party or by which the Company
or  any  of  its property may be bound; (ii) any order, judgment,
decree  or  ruling  of  any  court,  arbitrator  or  Governmental
Authority  applicable to either the Company or its  property;  or
(iii) any agreement or instrument to which the Company is a party
or  by  which the Company or any of its property may be bound  or
any  statute  or  other rule or regulation  of  any  governmental
authority applicable to the Company or its property, except where
such conflict, breach or default could not reasonably be expected
to have a Material Adverse Effect.

     This  Amendment  Agreement has been duly authorized  by  all
necessary  action on the part of the Company, has  been  executed
and  delivered by a duly authorized officer of the  Company,  and
each   of   the  Amendment  Agreement  and  the  Note  Agreements
constitutes a legal, valid and binding obligation of the Company,
enforceable in accordance with its respective terms, except  that
enforceability   may   be   limited  by  applicable   bankruptcy,
reorganization,  arrangement, insolvency,  moratorium,  or  other
similar  laws  affecting the enforceability of creditors'  rights
generally and subject to the availability of equitable remedies.

     4.4. No Defaults.

     After  giving  effect to the Amendments set  forth  in  this
Amendment Agreement, no Default or Event of Default will exist.

5.   EFFECTIVENESS OF AMENDMENTS.

     The  Amendments shall become effective as of July  25,  2003
(the  "Effective Date") upon (a) receipt by the  Company  of  the
written  consent  of the Required Holders, (b) the  Intercreditor
Agreement  shall  have  been amended  on  terms  satisfactory  to
Current  Holders,  (c)  receipt by  the  Current  Holders  of  an
amendment to the Pledge Agreement in the form attached hereto  as
Exhibit  B,  and (d) payment of the fees and expenses of  Bingham
McCutchen LLP pursuant to an estimated invoice delivered at least
one Business Day prior to the Effective Date.

6.   EXPENSES.

     Whether  or not the Amendments become effective, the Company
will promptly (and in any event on the Effective Date as provided
in  Section 5 and otherwise within thirty (30) days of  receiving
any  statement  or invoice therefor) pay all fees,  expenses  and
costs  relating to this Amendment Agreement, including,  but  not
limited  to, the reasonable fees of your special counsel, Bingham
McCutchen  LLP,  incurred  in connection  with  the  preparation,
negotiation  and  delivery of this Amendment  Agreement  and  any
other  documents related thereto.  Nothing in this Section  shall
limit  the Company's obligations pursuant to Section 15.1 of  the
Existing Note Agreements.

7.   MISCELLANEOUS.

     7.1. Part of Existing Note Agreements; Future References, etc.

          This   Amendment  Agreement  shall  be   construed   in
     connection  with  and  as  a  part  of  the  Existing   Note
     Agreements  and,  except  as  expressly  amended   by   this
     Amendment  Agreement,  all terms, conditions  and  covenants
     contained  in  the  Existing  Note  Agreements  are   hereby
     ratified  and shall be and remain in full force and  effect.
     Any  and  all  notices,  requests,  certificates  and  other
     instruments  executed and delivered after the execution  and
     delivery  of  this  Amendment Agreement  may  refer  to  the
     Existing  Note Agreements without making specific  reference
     to  this  Amendment  Agreement, but  nevertheless  all  such
     references shall include this Amendment Agreement unless the
     context otherwise requires.

     7.2. Pledge Agreement Amendment

          By  their execution below, each of the Holders  consent
     to  the  Amendment  to  the Pledge  Agreement  in  the  form
     attached  hereto  as Exhibit B and instruct  the  Collateral
     Agent to execute and deliver such Amendment to the Company.

     7.3. Counterparts.

          This  Amendment Agreement may be executed in any number
     of  counterparts, each of which shall be an original but all
     of  which  together shall constitute one  instrument.   Each
     counterpart  may consist of a number of copies hereof,  each
     signed by less than all, but together signed by all, of  the
     parties hereto.

     7.4. Governing Law.

          THIS   AMENDMENT  AGREEMENT  SHALL  BE  CONSTRUED   AND
     ENFORCED  IN ACCORDANCE WITH, AND THE RIGHTS OF THE  PARTIES
     SHALL  BE  GOVERNED  BY, THE LAW OF THE STATE  OF  NEW  YORK
     EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH  STATE
     THAT  WOULD  REQUIRE  THE  APPLICATION  OF  THE  LAWS  OF  A
     JURISDICTION OTHER THAN NEW YORK.

     [Remainder of page intentionally left blank; next page
                       is signature page.]

      If  you  are  in  agreement with the foregoing,  please  so
indicate  by  signing  the acceptance below on  the  accompanying
counterpart  of this agreement and returning it to  the  Company,
whereupon  it will become a binding agreement among you  and  the
Company.



                                   RYAN'S FAMILY STEAK HOUSES,
                                   INC.



                                   By:   /s/ Fred T. Grant,
                                   Jr.
                                   Name:     Fred T. Grant, Jr.
                                   Title:    Senior Vice
                                   President - Finance


      The foregoing Amendment Agreement is hereby accepted as  of
the date first above written.



THE PRUDENTIAL INSURANCE COMPANY OF AMERICA



By___/s/ Christopher H. Carey _______
Name:     Christopher H. Carey
Title:    Vice President


J. ROMEO & CO., as nominee for
MONY LIFE INSURANCE COMPANY



By____/s/ Michael Kurzyna______________
Name:     Michael Kurzyna
Title:    As Partner


UNITED OF OMAHA LIFE INSURANCE COMPANY



By____/s/ Edwin H. Garrison, Jr.____________
Name:     Edwin H. Garrison, Jr.
Title:    First Vice President


MUTUAL OF OMAHA INSURANCE COMPANY



By____/s/ Edwin H. Garrison, Jr.____________
Name:     Edwin H. Garrison, Jr.
Title:    First Vice President


COMPANION LIFE INSURANCE COMPANY



By____/s/ Edwin H. Garrison, Jr.____________
Name:     Edwin H. Garrison, Jr.
Title:    Authorized Representative


FLEET NATIONAL BANK



By__/s/ Cristin M. O'Hara _____________
Name:     Cristin M. O'Hara
Title:    Director
                             Annex 1
<table>
              CURRENT HOLDERS AND PRINCIPAL AMOUNTS

        Name of Current Holder            Aggregate Principal
                                                 Amount
                                             of Notes Held
<s>                                           <c>
The Prudential Insurance Company of           $40,000,000
America
MONY Life Insurance Company                   $15,000,000
United of Omaha Life Insurance Company         $4,000,000
Mutual of Omaha Insurance Company              $4,000,000
Companion Life Insurance Company               $2,000,000
Nationwide Life Insurance Company              $3,000,000
Nationwide Life and Annuity Insurance          $2,000,000
Company
Fleet National Bank                            $5,000,000

</table>


                            Exhibit A

             AMENDMENTS TO EXISTING NOTE AGREEMENTS


     1.   Section 4.12 of each of the Existing Note Agreements is
hereby amended and restated in its entirety to read as follows:

     "4.12     Intercreditor Agreement.

     An amended and restated intercreditor and  collateral agency
agreement substantially in the form of Exhibit 4.12 (as  amended,
supplemented, restated or otherwise modified from time  to  time,
the  "Intercreditor Agreement") shall have been duly executed and
delivered,   in  each  case  to  the  extent  required   by   the
Intercreditor   Agreement  as  defined  in  the   Existing   Note
Agreements,   by the Purchasers, the holders of the  2003  Senior
Notes,  the  Collateral  Agent and  Bank  of  America,  N.A.,  as
administrative agent for the Lenders, and acknowledged and agreed
to  by  the  Company and the Subsidiary Guarantors,  and  a  copy
thereof  evidencing  the  due execution  and  delivery  shall  be
delivered to you."

     2.   Section 7.1(i) of each of the Existing Note Agreements is
hereby amended and restated in its entirety to read as follows:

     "(i) Amendments to Credit Facility and 2003 Note Agreement -
promptly,  copies of any amendments, modifications or supplements
to  any  agreement  or instrument evidencing  any  obligation  in
respect of the Credit Facility or the 2003 Note Agreement;"

     3.   Section 7.1(k) of each of the Existing Note Agreements is
hereby amended and restated in its entirety to read as follows:

     "(k)  Information Provided to Lenders - at any  time  during
the existence of any "Default" or "Event of Default" under and as
defined  in  the  Credit Facility or the 2003 Note  Agreement  or
during the existence of any Default or Event of Default, promptly
upon  their becoming available, copies of any statement,  report,
notice  or certificate furnished to the Lenders or any agent  for
the  Lenders under the Credit Facility or the holders of the 2003
Senior  Notes,  to  the  extent that  the  information  contained
therein  has not already been delivered to each holder of  Notes;
and"

     4.    Section 8.1 of each of the Existing Note Agreements is
hereby  amended by deleting the phrase "January 29"  therein  and
substituting "January 28" in lieu thereof.
5.   Section 9.7(a)(i) - a(ii) of each of the Existing Note
Agreements are hereby amended and restated in their entirety to
read as follows:

     "(a) if it is a Domestic Subsidiary, become a party to

          (i)  the Subsidiary Guarantee, by executing and delivering a
               joinder agreement in the form of Exhibit A thereto, and

          (ii) the Contribution Agreement, by executing and delivering a
               joinder agreement in the form of Exhibit A thereto;"

     6.    Section 9.9 of each of the Existing Note Agreements is
hereby amended and restated in its entirety to read as follows:

     "9.9 Pari Passu Ranking.

     To the extent that proceeds from the Collateral would not at
any  time be sufficient to satisfy in full all obligations  owing
in  respect  of  the Notes and the Subsidiary Guarantee  at  such
time,  the  portion of such obligations which  would  not  be  so
satisfied  shall rank pari passu, without preference or priority,
with all other outstanding, unsecured, unsubordinated obligations
of  the  Company and the Subsidiary Guarantors (as the  case  may
be),  present  and  future, that have not been  accorded  by  law
preferential  rights.  Without limitation of the  foregoing,  all
obligations of the Company and the Subsidiaries owing in  respect
of  this Agreement, the Notes and the Subsidiary Guarantee  shall
rank  pari  passu,  without  preference  or  priority,  with  all
obligations of the Company and the Subsidiaries owing in  respect
of  the  Credit  Facility  and the 2003 Note  Agreement  and  all
Guaranties  of  such obligations executed by any Subsidiaries  in
connection therewith."

     7.   Section 10.4 of each of the Existing Note Agreements are
hereby amended and restated in their entirety to read as follows:

          "10.4.  Fixed Charge Coverage Ratio.

     The  Company  shall  not  permit the Fixed  Charge  Coverage
Ratio,  as of the last day of each fiscal quarter of the Company,
to  be  less  than  2.25  to  1.00; provided,  however,  that  if
scheduled principal payments are due and payable with respect  to
both  the Notes and the 2003 Senior Notes during the four  fiscal
quarter period of the Company included in any calculation of  the
Fixed  Charge  Coverage Ratio, the minimum Fixed Charge  Coverage
Ratio  required by this Section 10.4 as of the last day  of  such
four fiscal quarter period shall be stepped down to 2.00:1.00."

     8.   Section 10.5 of each of the Existing Note Agreements are
hereby amended and restated in their entirety to read as follows:

          "10.5.  Restricted Payments and Restricted Investments.

     The  Company  will  not,  and will not  permit  any  of  its
Subsidiaries to, declare, make or incur any liability to  declare
or  make  any  Restricted  Payment or any  Restricted  Investment
unless,  immediately prior, and immediately after giving  effect,
to   the   making  of  such  Restricted  Payment  or   Restricted
Investment, no Default or Event of Default would exist and,  with
respect  to Restricted Payments, immediately after giving  effect
to  such action, the aggregate amount of such Restricted Payments
of  the Company and its Subsidiaries declared or made during  the
period  commencing on June 30, 2003, and ending on the date  such
Restricted  Payment  is declared or made,  inclusive,  would  not
exceed the sum of:

          (a)  $11,049,500, plus

          (b)  50% of Net Income for such period (or minus 100% of Net
     Income for such period if Net Income for such period is a loss),
     plus

          (c)  the aggregate amount of net proceeds arising from sales of
     the Company's Capital Stock during such period, plus

          (d)  the Carryforward Restricted Payment Basket (as determined
     below).


As  used  herein, the term "Unused Capital Expenditure Allowance"
means, for any fiscal year, the amount by which Permitted Capital
Expenditures for such fiscal year exceeds the aggregate amount of
Capital  Expenditures  actually  made  by  the  Company  and  its
Subsidiaries during such fiscal year.  As used herein,  the  term
"Carryforward Capital Expenditure Basket" shall mean the portion,
if  any, of all Unused Capital Expenditure Allowance allocated by
the  Company pursuant to the paragraph below in Section 10.5  for
Capital   Expenditures  in  future  fiscal   years.    The   term
"Carryforward Restricted Payment Basket" shall mean the  portion,
if  any, of all Unused Capital Expenditure Allowance allocated by
the  Company pursuant to the paragraph below in Section 10.5  for
permitted Restricted Payments in future fiscal years.

      (c)   Within  90  days after the end of each  fiscal  year,
commencing with fiscal year 2003, after or with delivery  of  the
audited  annual financial statements with respect to such  fiscal
year,  the Company shall notify the holders of the Notes  of  (i)
the  Unused  Capital Expenditure Allowance for  such  immediately
preceding fiscal year and (ii) the Company's allocation  of  such
Unused  Capital Expenditure Allowance in whole or in part to  the
Carryforward  Capital Expenditure Basket and/or the  Carryforward
Restricted  Payment  Basket, whereupon the  Carryforward  Capital
Expenditure  Basket  and Carryforward Restricted  Payment  Basket
shall  be immediately increased by the amounts allocated thereto.
Notwithstanding  the  foregoing,  (x)  the  Carryforward  Capital
Expenditure  Basket may not be increased in any  fiscal  year  by
more  than  $10,000,000, (y) the Carryforward Restricted  Payment
Basket  may  not  be increased in any fiscal year  by  more  than
$25,000,000,  and (z) no increase in the Carryforward  Restricted
Payment  Basket  shall be permitted if the  aggregate  amount  of
Capital  Expenditures  made in the immediately  preceding  fiscal
year  was  less  than  $40,000,000."   If the  Company  fails  to
deliver  such  notice to the holders of the  Notes  in  the  time
required,  the  Unused  Capital Expenditure  Allowance  shall  be
allocated first to the Carryforward Restricted Payment Basket and
then to the Carryforward Capital Expenditure Basket.

     9.   The following definitions are hereby added to Schedule B of
each  of  the Existing Note Agreements in its proper alphabetical
order to read as follows:

          "`2003  Senior Notes' means, collectively those certain
     4.65%  Senior Notes due July 25, 2013 issued by the  Company
     in  the  aggregate original principal amount of $100,000,000
     pursuant to the 2003 Note Agreement.

          "2003  Note Agreement" means that certain Note Purchase
     Agreement  dated as of July 25, 2003 among the  Company  and
     the purchasers listed on Schedule A thereto.

          "Capital Expenditures" means, as applied to any Person,
     all  expenditures by such Person which, in  accordance  with
     GAAP,   would   be   classified  as  capital   expenditures,
     including, without limitations, Capital Leases.

          "Permitted  Capital  Expenditures"  means  the   dollar
     amounts  set  forth below opposite the fiscal year  for  the
     relevant testing period:
   <table>
             Fiscal Year         Amount
             <c>                 <c>
             2003                $ 87,000,000
             2004                $ 90,000,000
             2005                $ 94,000,000
             2006                $ 98,000,000
             2007                $102,000,000
    </table>
     10.  The definition of "Secured Parties" appearing in Schedule B
of  each  of  the Existing Note Agreements is hereby amended  and
restated in its entirety to read as follows:

          "`Secured  Parties' means and includes the lenders  and
     the  holders  from time to time of the Notes  and  the  2003
     Senior Notes."

     11.  Exhibit 4.11(a) to each of the Existing Note Agreement is
  hereby deleted and replaced with Exhibit C hereto.
12.  Exhibit 4.11(b) to each of the Existing Note Agreement is
hereby deleted and replaced with Exhibit D hereto

     12.  Exhibit 4.12 to each of the Existing Note Agreement  is
     hereby deleted and replaced with Exhibit E hereto.





                            EXHIBIT B

          Form of Amended and Restated Pledge Agreement





                          See Attached

                            EXHIBIT C

                  Form of Subsidiary Guarantee





                          See Attached

                            EXHIBIT D

                 Form of Contribution Agreement





                          See Attached

                            EXHIBIT E

                 Form of Intercreditor Agreement





                          See Attached

</TEXT>
</DOCUMENT>
