RYANS FAMILY STEAKHOUSES INC
THIRD AMENDMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>thirdamendmentryans.txt
<DESCRIPTION>THIRD AMENDMENT
<TEXT>


                         THIRD AMENDMENT
                               TO
                        CREDIT AGREEMENT

     THIS  THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment")
dated  as  of  July 25, 2003 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  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   The  following definitions in Section 1.1  are  hereby
amended and restated in their entirety to read as follows:

          "Collateral Agent" means Bank of America, N.A., in  its
     capacity   as   collateral  agent  for  the   Lenders,   the
     Noteholders and the 2003 Noteholders under the Intercreditor
     Agreement  and  the  Pledge  Agreement,  together  with  any
     successor   that  becomes  such  in  accordance   with   the
     provisions  of  the  Pledge Agreement and the  Intercreditor
     Agreement.

          "Intercreditor  Agreement" means that  certain  Amended
     and  Restated Intercreditor and Collateral Agency  Agreement
     dated  as  of July 25, 2003 among the Collateral Agent,  the
     Administrative   Agent,  the  Noteholders   and   the   2003
     Noteholders, as amended, modified, supplemented or  restated
     from time to time.

          "Pledge  Agreement"  means  that  certain  Amended  and
     Restated Pledge Agreement dated as of July 25, 2003 executed
     and  delivered by each of the Credit Parties in favor of the
     Collateral  Agent, for the benefit of the Lenders  (and  any
     Affiliate  of a Lender that enters into a Hedging  Agreement
     with   a  Credit  Party),  the  Noteholders  and  the   2003
     Noteholders,  as amended, modified, extended,  supplemented,
     restated, renewed or replaced from time to time.

           "Required Holders" means, at any time, the holders  of
     at  least a majority in principal amount of the Senior Notes
     and the 2003 Senior Notes at the time outstanding (exclusive
     of  Senior  Notes and 2003 Senior Notes then  owned  by  the
     Parent or any of its Affiliates).

           "Revolving Committed Amount" means ONE HUNDRED MILLION
     DOLLARS  ($100,000,000) or such lesser amount to  which  the
     Revolving  Committed  Amount  may  be  reduced  pursuant  to
     Section 3.4.

           "Secured Parties" means a collective reference to  the
     Lenders,  the  Noteholders  and the  2003  Noteholders,  and
     "Secured Party" means any one of them.

     1.2   The  following definitions are hereby added to Section
1.1  in  the  appropriate alphabetical order and  shall  read  as
follows:

          "Third Amendment Effective Date" means July 25, 2003.

           "2003 Noteholders" means the holders from time to time
     of  the 4.65% Senior Notes due July 25, 2013 (and any  notes
     issued in substitution thereof) issued pursuant to the  2003
     Note Purchase Agreement.

          "2003  Note  Purchase Agreement" means  the  2003  Note
     Purchase  Agreement  dated as of July  25,  2003  among  the
     Parent  and  each  of  the respective purchasers  identified
     therein,  as the same may be amended, modified, supplemented
     or restated from time to time.

          "2003 Senior Notes" means the senior notes purchased by
     the  2003  Noteholders pursuant to the  2003  Note  Purchase
     Agreement.

          1.3  Prepayments on Senior Notes.  Subsection 3.3(b)(ii) is
hereby amended and restated in its entirety to read as follows:

          (ii) Prepayments on Senior Notes and 2003 Senior Notes.
     Contemporaneously  with any prepayment  of  (i)  the  Senior
     Notes   pursuant  to  Section  8.3  of  the  Note   Purchase
     Agreements or (ii) the 2003 Senior Notes pursuant to Section
     8.3 of the 2003 Note Purchase Agreement, the Borrowers shall
     make  a principal payment to the Administrative Agent in  an
     amount  necessary to prepay the Loans on a  pro  rata  basis
     according  to the aggregate unpaid principal amount  of  the
     Senior  Notes  and the 2003 Senior Notes and  the  aggregate
     unpaid principal amount of the Loans.

     1.4   Prepayments on Senior Notes.  Section  3.4(b)(iii)  is
hereby amended and restated in its entirety to read as follows:

          (iii)      Prepayments on Senior Notes and 2003  Senior
     Notes.  Immediately upon the occurrence of any voluntary  or
     optional  prepayment  of (i) the Senior  Notes  pursuant  to
     Section 8.2 of the Note Purchase Agreements or (ii) the 2003
     Senior  Notes  pursuant to Section  8.2  of  the  2003  Note
     Purchase Agreement, the Revolving Committed Amount shall  be
     permanently  reduced on a pro rata basis  according  to  the
     aggregate  unpaid principal amount of the Senior  Notes  and
     the  2003  Senior  Notes  and the amount  of  the  Revolving
     Committed Amount on the date of such prepayment.

     1.5   Indebtedness under Note Purchase Agreements.   Section
6.30  is  hereby amended and restated in its entirety to read  as
follows:

          6.30 Indebtedness under Note Purchase Agreements.

          The Credit Party Obligations and all other Indebtedness
     under the Credit Agreement is pari passu with the
     Indebtedness arising under the Note Purchase Agreements and
     the Indebtedness arising under the 2003 Note Purchase
     Agreement.

      1.6  Tax Shelter Regulations.  A new Section 6.31 is hereby
added and shall read as follows:

          6.31 Tax Shelter Regulations.

          The  Borrowers  do not intend to treat  the  Loans  and
     related  transactions  as  being a "reportable  transaction"
     (within  the meaning of Treasury Regulation Section  1.6011-
     4).  In the event the Borrowers determine to take any action
     inconsistent with such intention, they will promptly  notify
     the  Administrative  Agent thereof.   If  the  Borrowers  so
     notify  the  Administrative Agent, the Borrowers acknowledge
     that  one  or more of the Lenders may treat theirs Loans  as
     part of a transaction that is subject to Treasury Regulation
     Section   301.6112-1,  and  such  Lender  or   Lenders,   as
     applicable,  will  maintain  the  lists  and  other  records
     required by such Treasury Regulation.

     1.7   Information Covenants.  Clause (k) of Section  7.1  is
hereby amended and restated in its entirety to read as follows:

           (k)   Amendments to Note Purchase Agreements  and  the
     2003   Note  Purchase  Agreement.   Promptly  upon   receipt
     thereof,  a  copy  of (i) any amendments,  modifications  or
     supplements  to  any agreement or instrument evidencing  any
     obligation  of the Parent under the Note Purchase Agreements
     or  any agreement or instrument related thereto or (ii)  any
     amendments, modifications or supplements to any agreement or
     instrument evidencing any obligation of the Parent under the
     2003  Note Purchase Agreement or any agreement or instrument
     related thereto.

      1.8   Information Covenants.  Clause (l) of Section 7.1  is
hereby amended and restated in its entirety to read as follows:

            (l)    Notices  provided  to  Noteholders  and   2003
     Noteholders.

                (i)   At  the time of delivery to the Noteholders
          pursuant to the Note Purchase Agreements, copies of any
          notice  provided to the Noteholders (including  without
          limitation any notice required pursuant to Section  8.3
          of  the Note Purchase Agreements) pursuant to the  Note
          Purchase Agreements, to the extent any such notice  has
          not  already been delivered to the Lenders pursuant  to
          the terms hereof.

               (ii)   At  the  time  of  delivery  to  the   2003
          Noteholders   pursuant  to  the  2003   Note   Purchase
          Agreement,  copies of any notice provided to  the  2003
          Noteholders  (including without limitation  any  notice
          required  pursuant  to Section 8.3  of  the  2003  Note
          Purchase  Agreement) pursuant to the 2003 Note Purchase
          Agreement,  to  the  extent any  such  notice  has  not
          already been delivered to the Lenders pursuant  to  the
          terms hereof.

     1.9   New Section 7.1(p).  A new clause (p) is hereby  added
to Section 7.1 and shall read as follows:

               (p)   Promptly after any Borrower has notified the
          Administrative Agent of any intention by such  Borrower
          to treat the Loans and related transactions as being  a
          "reportable   transaction"  (within  the   meaning   of
          Treasury Regulation Section 1.6011-4), a duly completed
          copy of IRS Form 8886 or any successor form.

     1.10  Indebtedness.  A new clause (i) is hereby added  after
clause (h) at the end of Section 8.1 and shall read as follows:

               (i)  (i) Indebtedness of the Parent arising  under
          the  2003  Note Purchase Agreement and the 2003  Senior
          Notes   (and   renewals,  refinancings  and  extensions
          thereof  on  terms and conditions no less favorable  to
          the Parent than such existing Indebtedness evidenced by
          the  2003  Note Purchase Agreement and the 2003  Senior
          Notes)  in an aggregate principal amount not to  exceed
          $100,000,000  at  any one time and  (ii)  all  Guaranty
          Obligations  of  the Guarantors with  respect  to  such
          Indebtedness  arising  under  the  2003  Note  Purchase
          Agreement and 2003 Senior Notes.

      1.11  Restricted Payments.  Clause (b) of  Section  8.8  is
hereby amended and restated in its entirety to read as follows:

     (b) purchase, redeem, make a sinking fund or similar payment
     or  otherwise  acquire or retire or make any provisions  for
     redemption, acquisition or retirement of any shares  of  its
     Capital  Stock  of any class or any warrants or  options  to
     purchase  any  such shares; 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  plus  (iii) an amount up to $10 million of the  unused
     allowance  for Capital Expenditures for each of  the  fiscal
     years  ending  December 31, 2003 and December  29,  2004  as
     permitted  by  Section 8.13 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.

     1.12  No  Limitations.  Section 8.11 is hereby  amended  and
restated in its entirety to read as follows:

          8.11 No Limitations.

          No   Credit   Party  will,  nor  will  it  permit   its
     Subsidiaries to, directly or indirectly, create or otherwise
     cause,  incur, assume, suffer or permit to exist  or  become
     effective any consensual encumbrance or restriction  of  any
     kind  on the ability of any such Person to (a) pay dividends
     or  make  any  other distribution on any  of  such  Person's
     Capital  Stock, (b) pay any Indebtedness owed to  any  other
     Credit Party, (c) make loans or advances to any other Credit
     Party, (d) sell, lease or transfer any of its properties  or
     assets  to  any other Credit Party or (e) act  as  a  Credit
     Party  and  pledge  its Collateral pursuant  to  the  Credit
     Documents   or   any   renewals,  refinancings,   exchanges,
     refundings or extensions thereof, except (in respect of  any
     of the matters referred to in subsections (a)-(d) above) for
     encumbrances or restrictions existing under or by reason  of
     (i) applicable law, (ii) this Credit Agreement and the other
     Credit Documents, (iii) the Note Purchase Agreements  as  in
     effect on the Closing Date or as amended in accordance  with
     Section  8.15, (iv) the 2003 Note Purchase Agreement  as  in
     effect  on the Third Amendment Effective Date or as  amended
     in  accordance  with  Section 8.15 and (iv)  customary  non-
     assignment or net worth provisions in any lease governing  a
     leasehold interest.

     1.13  No  Other  Negative Pledges.  Section 8.12  is  hereby
amended and restated in its entirety to read as follows:

          8.12 No Other Negative Pledges.

            No   Credit  Party  will,  nor  will  it  permit  its
     Subsidiaries to, enter into, assume or become subject to any
     agreement prohibiting or otherwise restricting the  creation
     or  assumption  of any Lien upon its properties  or  assets,
     whether  now  owned or hereafter acquired, or requiring  the
     grant  of  any security for such obligation if  security  is
     given  for some other obligation except (a) as set forth  in
     the  Credit  Documents,  (b)  agreements  entered  into   in
     connection with Indebtedness permitted by Section 8.1(c)  so
     long  as  such agreements do not prohibit Liens in favor  of
     the   Lenders  and  the  restrictions  contained   in   such
     agreements  relate only to the asset or assets  acquired  or
     constructed  in connection therewith, (c) as  set  forth  in
     Section 10.6 of the Note Purchase Agreement and (d)  as  set
     forth in Section 10.6 of the 2003 Note Purchase Agreement.

    1.14  Capital  Expenditures.  Section 8.13 is hereby  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 or expended to repurchase  shares  of
    the  Parent's Capital Stock as permitted by Section 8.8,  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 added  to  the  amount  of
    Capital Expenditures permitted to be expended in each of  the
    fiscal  years ending December 31, 2003 and December 29,  2004
    in addition to the amounts permitted above.

    1.15  Modification of Indebtedness.  The proviso at  the  end
of Section 8.15 is hereby amended and restated in its entirety as
follows:

     provided, that, the Borrower may enter into an amendment  or
     modification  of the Note Purchase Agreements  or  the  2003
     Note  Purchase Agreement in a manner adverse to the Borrower
     so  long  as  the  Borrower agrees  to  make  amendments  or
     modifications to the Credit Documents in a manner consistent
     with  such  amendments or modifications  made  to  the  Note
     Purchase Agreements or the 2003 Note Purchase Agreement.

     1.16 Prepayment of Indebtedness.  Subclauses (a) and (b)  at
the  end of Section 8.16 are hereby amended and restated  in  its
entirety to read as follows:

     except  that (a) the Parent may make a voluntary or optional
     prepayment  on  (I)  the  Senior Notes  in  accordance  with
     Section  8.2  of the Note Purchase Agreements and  (II)  the
     2003 Senior Notes in accordance with Section 8.2 of the 2003
     Note  Purchase  Agreement;  provided  that  (A)  the  Parent
     provides  the  Administrative Agent with written  notice  of
     such prepayments five (5) Business Days prior to the date of
     such  prepayment and (B) the Revolving Committed  Amount  is
     permanently  reduced on a pro rata basis  according  to  the
     aggregate  unpaid principal amount of the Senior  Notes  and
     the  2003  Senior  Notes  and the amount  of  the  Revolving
     Committed   Amount  on  the  date  of  such  prepayment   in
     accordance with Section 3.4(b) and (b) the Parent may make a
     prepayment  on  (I)  the  Senior Notes  in  accordance  with
     Section  8.3  of the Note Purchase Agreements and  (II)  the
     2003 Senior Notes in accordance with Section 8.3 of the 2003
     Note  Purchase  Agreement;  provided  that  (A)  the  Parent
     provides  the Administrative Agent with all notices  related
     to  such prepayments required by Section 7.1(l) and (B)  the
     Loans  are  prepaid  on a pro rata basis  according  to  the
     aggregate  unpaid principal amount of the Senior  Notes  and
     the  2003  Senior  Notes and the aggregate unpaid  principal
     amount of the Loans in accordance with Section 3.3(b)(ii).

     1.17 Events of Default.  A new clause (l) is hereby added at
the end of Section 9.1 to read as follows:

          (l)  2003 Note Purchase Agreement.  There shall occur a
     default or an event of default under (i) the 2003 Note
     Purchase Agreement, (ii) the 2003 Senior Notes or (iii) any
     other related agreement, document, or instrument issued or
     delivered in connection with the 2003 Note Purchase
     Agreement.

     1.18 Schedule 1.1(a).  Schedule 1.1(a) is hereby amended and
restated in its entirety to read as provided on Schedule 1.1(a)
attached hereto.

     1.19 Schedule 6.15.  Schedule 6.15 is hereby amended and
restated in its entirety to read as provided on Schedule 6.15
attached hereto.

     1.20  Schedule 10.1(b).  Each Lender hereby consents to  and
approves  the  terms of the Intercreditor Agreement,  a  copy  of
which  is attached hereto as Schedule 10.1(b).  Schedule  10.1(b)
is  hereby  amended  and  restated in its  entirety  to  read  as
provided on Schedule 10.1(b) attached hereto.

     Section  2.     Conditions Precedent.  This Amendment  shall
become effective on the date (the "Effective Date") on which  the
following conditions precedent have 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  duly
     executed copies of the amended and restated Pledge Agreement
     and  the amended and restated Intercreditor Agreement,  each
     in  form  and  substance satisfactory to the  Administrative
     Agent and the Lenders;

          (c)  receipt by the Administrative Agent of (i) copies,
     certified  by an officer of the Parent as true and complete,
     of  the 2003 Note Purchase Agreement (including all exhibits
     and schedules thereto) as originally executed and delivered,
     together  with any amendments or modifications to such  2003
     Note  Purchase Agreement, such 2003 Note Purchase  Agreement
     and  amendments  or  modifications to be acceptable  to  the
     Administrative  Agent  and (ii) evidence  that  all  of  the
     proceeds  from  the issuance of the 2003 Senior  Notes  have
     been used to prepay the Loans;

          (d)   receipt  by the Administrative Agent  of  copies,
     certified  by an officer of the Parent as true and complete,
     of  the  amendments to each of the Note Purchase Agreements,
     each   in   form   and   substance   satisfactory   to   the
     Administrative Agent;

          (e)   The  Administrative Agent shall have received  an
     opinion, or opinions, in form and substance satisfactory  to
     the Administrative Agent dated as of the Effective Date from
     counsel to the Credit Parties; and

          (f)  Copies of resolutions of the Board of Directors of
     each Credit Party approving and adopting the Amendment,  the
     transactions  contemplated herein and authorizing  execution
     and  delivery thereof, certified by a secretary or assistant
     secretary of such Credit Party to be true and correct and in
     force and effect as of the date hereof.

     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.

          [remainder of page intentionally left blank]
     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:
                    Title:

                    RYAN'S FAMILY STEAK HOUSES EAST, INC.,
                    a Delaware corporation

                    By:
                    Name:
                    Title:

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:
                         Title:


                    RYAN'S PROPERTIES, INC.,
                    a Delaware corporation

                    By:
                    Name:
                    Title:

                    RYMARK HOLDINGS, INC.,
                    a Delaware corporation

                    By:
                    Name:
                    Title:

                    FIRE MOUNTAIN PROPERTIES, LLC,
                    a Delaware limited liability company

                    By:  RYAN'S FAMILY STEAK HOUSES EAST, INC.,
                         a Delaware corporation, its sole manager

                         By:
                         Name:
                         Title:

ADMINISTRATIVE AGENT:    BANK OF AMERICA, N.A.,
                                        in its capacity as
                         Administrative Agent

                    By:
                    Name:
                    Title:

LENDERS:            BANK OF AMERICA, N.A.,
                                        in its capacity 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:



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