0000950144-05-002131 Sample Contracts

SECOND AMENDMENT TO NOTE PURCHASE AGREEMENTS
Note Purchase Agreements • March 4th, 2005 • Ryans Restaurant Group Inc • Retail-eating places • New York

This SECOND AMENDMENT TO NOTE PURCHASE AGREEMENTS (hereinafter, the “Amendment”) is entered into as of December 20, 2004 among Ryan’s Restaurant Group, Inc. (formerly known as Ryan’s Family Steak Houses, Inc.), a South Carolina corporation (the “Company”) and the holders of the Notes (as defined below).

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FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • March 4th, 2005 • Ryans Restaurant Group Inc • Retail-eating places • New York

This FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (hereinafter, the “Amendment”) is entered into as of December 20, 2004 among Ryan’s Restaurant Group, Inc. (formerly known as Ryan’s Family Steak Houses, Inc.), a South Carolina corporation (the “Company”) and the Purchasers.

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