FIRST AMENDMENT
                   RYAN'S RESTAURANT GROUP, INC.
                         FIRST AMENDMENT
                       TO CREDIT AGREEMENT

      THIS  FIRST  AMENDMENT  TO CREDIT  AGREEMENT  dated  as  of
November  7, 2005 (the "Amendment") is entered into among  Ryan's
Restaurant  Group,  Inc.,  a  South  Carolina  corporation   (the
"Parent"),   Fire   Mountain  Restaurants,   Inc.,   a   Delaware
corporation   ("Fire  Mountain";  together   with   the   Parent,
individually a "Borrower" and collectively the "Borrowers"),  the
Guarantors,  the Lenders party hereto and Bank of America,  N.A.,
as  Administrative Agent for the Lenders (in such  capacity,  the
"Administrative Agent").  All capitalized terms used  herein  and
not  otherwise  defined herein shall have the meanings  given  to
such terms in the Credit Agreement (as defined below).

                            RECITALS

      WHEREAS, the Borrowers, the Guarantors, the Lenders and the
Administrative  Agent  entered  into  that  certain  Amended  and
Restated  Credit  Agreement dated as of  December  20,  2004  (as
amended or modified from time to time, the "Credit Agreement");

     WHEREAS, the Borrowers have requested that the Lenders amend
the  Credit Agreement as set forth below subject to the terms and
conditions specified in this Agreement;

      NOW,  THEREFORE, in consideration of the premises  and  the
mutual  covenants  contained  herein,  and  for  other  good  and
valuable consideration, the receipt and sufficiency of which  are
hereby acknowledged, the parties hereto agree as follows:

      1.    Reaffirmation.   The Credit Parties  acknowledge  and
confirm  (a) that the Collateral Agent, on behalf of the Lenders,
has  a valid and enforceable first priority security interest  in
the  Collateral, (b) that the Borrowers' obligations to repay the
outstanding  principal  amount of the  Loans  and  reimburse  the
Issuing  Lender  for  any  drawing on  a  Letter  of  Credit  are
unconditional  and  not  subject  to  any  offsets,  defenses  or
counterclaims, (c) that the Administrative Agent and the  Lenders
have  performed  fully all of their respective obligations  under
the  Credit Agreement and the other Credit Documents, and (d)  by
entering into this Amendment, the Lenders do not waive or release
any term or condition of the Credit Agreement or any of the other
Credit  Documents or any of their rights or remedies  under  such
Credit  Documents or applicable law or any of the obligations  of
the Credit Parties thereunder.

      2.   Amendments.  The Credit Agreement is hereby amended as
follows:

          (a)   Any reference to "Applicable Percentage"  in  the
     following  sections  of  the  Credit  Agreement  is   hereby
     replaced   with   the  words  "Revolving   Loan   Commitment
     Percentage":   the  definition of "L/C Advance"  in  Section
     1.1,   Section   2.2(b)(ii),  Section   2.2(c)(i),   Section
     2.2(c)(ii),  Section 2.2(c)(iv), Section 2.2(d)(i),  Section
     2.2(d)(ii) and Section 11.6(c).

           (b)  The following sentence is hereby added at the end
     of  the definition of "Applicable Percentage" in Section 1.1
     of the Credit Agreement and shall read as follows:

                Notwithstanding the foregoing, (a) from the First
          Amendment  Effective Date through and  including  March
          29,  2006, the Applicable Percentage (i) for Eurodollar
          Loans  and Letter of Credit Fees, shall be 1.50%,  (ii)
          for  Base  Rate  Loans, shall be 0.50%  and  (iii)  for
          Unused Fees, shall be 0.275%; and (b) from March  30  ,
          2006  until  the first Calculation Date  subsequent  to
          July  4,  2007,  the  Applicable  Percentage  (i)   for
          Eurodollar  Loans and Letter of Credit Fees,  shall  be
          1.25%,  (ii)  for Base Rate Loans, shall be  0.25%  and
          (iii)  for  Unused  Fees, shall  be  0.225%;  provided,
          however if the Parent delivers an officer's certificate
          in  accordance  with the provisions of  Section  7.1(c)
          demonstrating that the Fixed Charge Coverage  Ratio  as
          of  the  end  of any fiscal quarter ending  during  the
          period  from March 30, 2006 through and including  July
          4,  2007  is greater than or equal to 2.25 to 1.0,  the
          Applicable Percentages shall be determined and adjusted
          on  the applicable Calculation Date in accordance  with
          the   terms   of  the  preceding  paragraph;  provided,
          further,  however that if the Parent fails  to  provide
          the officer's certificate required by Section 7.1(c) on
          or  before the date required by such Section 7.1(c) for
          any four fiscal quarter period ending during the period
          from  March 30, 2006 through July 4, 2007 demonstrating
          that the Fixed Charge Coverage Ratio for the applicable
          period  is  greater than or equal to 2.25 to  1.0,  the
          Applicable  Percentages from such  date  shall  be  the
          percentages  identified in subsections (b)(i),  (b)(ii)
          and (b)(iii) above.

          (c)     The   definition   of   "Carryforward   Capital
     Expenditure  Basket" in Section 1.1 of the Credit  Agreement
     is hereby amended to read as follows:

               "Carryforward  Capital Expenditure  Basket"  means
          the  aggregate,  if  any, of (i) the Unused  Restricted
          Payment  Allowance allocated by the Parent pursuant  to
          Section  8.8(b)  for  Capital  Expenditures  in  future
          fiscal  years and (ii) if in compliance with the  Fixed
          Charge  Coverage  Ratio for the  fiscal  quarter  ended
          October 3, 2007 set forth in Section 7.2(b), commencing
          with  fiscal  year 2007, the Unused Capital Expenditure
          Allowance  allocated by the Parent pursuant to  Section
          8.13(b)  for  Capital  Expenditures  in  future  fiscal
          years.  Notwithstanding the foregoing, the Carryforward
          Capital Expenditures Basket may not be increased in any
          fiscal year by more than $10,000,000.

          (d)   The definition of "EBITDA" in Section 1.1 of  the
     Credit Agreement is hereby amended to read as follows:

               "EBITDA" means, for any period with respect to the
          Credit Parties and their Subsidiaries on a consolidated
          basis, an amount equal to the sum of (a) Net Income for
          such  period (excluding the effect of any extraordinary
          or  other non-recurring gains or non-cash losses)  plus
          (b) an amount which, in the determination of Net Income
          for  such  period  has been deducted for  (i)  Interest
          Expense  for  such period, (ii) total  Federal,  state,
          foreign or other income taxes for such period and (iii)
          all  depreciation and amortization for such period plus
          (c)  costs  and  charges incurred  during  such  period
          associated  with the settlement of the  wage  and  hour
          lawsuit  in  the Middle District Court of Tennessee  in
          the aggregate amount of up to $12 million to the extent
          accrued  during  such  period,  all  as  determined  in
          accordance with GAAP.

          (e)   The definition of "EBITR" in Section 1.1  of  the
     Credit Agreement is hereby amended to read as follows:

                "EBITR" means, for any period with respect to the
          Credit Parties and their Subsidiaries on a consolidated
          basis, an amount equal to the sum of (a) Net Income for
          such  period (excluding the effect of any extraordinary
          or  other non-recurring gains or non-cash losses)  plus
          (b) an amount which, in determination of Net Income for
          such  period has been deducted for (i) Interest Expense
          for such period, (ii) total Federal, state, foreign  or
          other  income  taxes  for such period  and  (iii)  Rent
          Expense  for  such  period plus (c) costs  and  charges
          incurred   during  such  period  associated  with   the
          settlement  of the wage and hour lawsuit in the  Middle
          District Court of Tennessee in the aggregate amount  of
          up  to  $12  million to the extent accrued during  such
          period, all as determined in accordance with GAAP.

          (f)   The  definition  of "Unused  Capital  Expenditure
     Allowance" in Section 1.1 of the Credit Agreement is  hereby
     amended to read as follows:

               "Unused Capital Expenditure Allowance" means,  for
          any fiscal year, commencing with the fiscal year ending
          January  2,  2008,  the  amount by  which  the  Initial
          Capital Expenditure Basket for such fiscal year exceeds
          the  aggregate amount of Capital Expenditures  actually
          made  by  the  Parent and its Subsidiaries during  such
          fiscal year.

          (g)   The  definition  of  "Unused  Restricted  Payment
     Allowance" in Section 1.1 of the Credit Agreement is  hereby
     amended to read as follows:

                "Unused Restricted Payment Allowance" means,  for
          any fiscal year, commencing with the fiscal year ending
          January  3,  2007, the amount by which  the  amount  of
          share  repurchases the Parent was permitted to make  as
          of  the  end  of  such fiscal year in  accordance  with
          Section   8.8  exceeds  the  amount  of  actual   share
          repurchases  made by the Parent as of the end  of  such
          fiscal year.

          (h)   The  following  definition  is  hereby  added  to
     Section  1.1  of  the Credit Agreement  and  shall  read  as
     follows:

               "First Amendment Effective Date" means November 7,
          2005.

          (i)   Section 7.2(b) of the Credit Agreement is  hereby
     amended to read as follows:

                (b)   Fixed  Charge Coverage  Ratio.   The  Fixed
          Charge  Coverage  Ratio, as of the  last  day  of  each
          fiscal quarter of the Parent, shall be greater than  or
          equal to (i) for any fiscal quarter ending on or before
          September 27, 2006 (including, without limitation,  the
          fiscal  quarter period ending September 28, 2005)  1.55
          to  1.0,  (ii)  for  the  fiscal quarter  ending  after
          September  27, 2006 and on or before January  3,  2007,
          1.60  to 1.0, (iii) for the fiscal quarter ending after
          January 3, 2007 and on or before April 4, 2007, 1.65 to
          1.0, (iv) for the fiscal quarter ending after April  4,
          2007 and on or before July 4, 2007, 1.75 to 1.0 and (v)
          for  any fiscal quarter ending after July 4, 2007, 2.25
          to  1.0; provided, however, that if scheduled principal
          payments  are due and payable with respect to both  the
          Senior Notes and the 2003 Senior Notes during the  four
          fiscal  quarter  period of the Parent included  in  any
          calculation  of the Fixed Charge Coverage  Ratio  after
          July  4, 2007, the Fixed Charge Coverage Ratio for  any
          such  period shall be greater than or equal to 2.00  to
          1.00.

          (j)   Section  8.8  of the Credit Agreement  is  hereby
     amended to read as follows:

                (a)  No Credit Party will, nor will it permit its
          Subsidiaries to, directly or indirectly, (i) declare or
          pay  any  dividends  or  make  any  other  distribution
          (whether  in  cash, securities or other payments)  upon
          any  shares  of its Capital Stock of any  class  (other
          than   dividends  payable  solely  in  Capital  Stock);
          provided  that,  any Subsidiary of the Parent  may  pay
          dividends to its parent or (ii) 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, so long as at
          the time of any such repurchase and after giving effect
          thereto, no Default or Event of Default shall exist  or
          be  continuing, the Parent may repurchase shares of its
          Capital  Stock pursuant to the Share Repurchase Program
          so long as, immediately after giving effect to any such
          repurchase,  the  aggregate amount of such  repurchases
          declared  or  made  during any fiscal  year  shall  not
          exceed  the sum of $15,000,000 minus the amount of  the
          aggregate Unused Restricted Payment Allowance allocated
          to  the  Carryforward  Capital  Expenditure  Basket  as
          provided  in subparagraph (b) below; provided, however,
          that  if  the  Parent is in compliance with  the  Fixed
          Charge  Coverage  Ratio for the  fiscal  quarter  ended
          October  3,  2007  set  forth in  Section  7.2(b),  the
          aggregate  amount of such Restricted  Payments  of  the
          Parent  declared  or made during the period  commencing
          with   fiscal  year  2008  and  ending  the  date  such
          Restricted  Payment  is declared  or  made,  inclusive,
          shall  not  exceed the sum of (1) $25,000,000 increased
          on  a  cumulative basis as of the end  of  each  fiscal
          quarter  of  the Borrower commencing with  fiscal  year
          2008 plus (2) an amount equal to 50% of Net Income  for
          such  period  (or  minus 100% of Net  Income  for  such
          period  if  Net Income for such period if a loss)  plus
          (3)  the  Carryforward Restricted Payment Basket  minus
          (4)  the  amount  of  the aggregate  Unused  Restricted
          Payment Allowance allocated to the Carryforward Capital
          Expenditure  Basket  as provided  in  subparagraph  (b)
          below.

                (b)   Within 90 days after the end of each fiscal
          year  of the Parent, commencing with 90 days after  the
          end of fiscal year 2006, after or with the delivery  of
          the  audited annual financial statements in respect  of
          the  immediately preceding fiscal year  of  the  Parent
          pursuant to Section 7.1(a), the Parent shall notify the
          Administrative  Agent  of  (i)  the  Unused  Restricted
          Payment Allowance for such immediately preceding fiscal
          year  and  (ii) whether or not the Parent will allocate
          any portion of such Unused Restricted Payment Allowance
          to   the   Carryforward  Capital  Expenditure   Basket,
          whereupon  the Carryforward Capital Expenditure  Basket
          shall be immediately increased by the amounts allocated
          thereto.     Notwithstanding   the    foregoing,    the
          Carryforward  Capital Expenditure  Basket  may  not  be
          increased in any fiscal year by more than $10,000,000.

          (k)   Section  8.13 of the Credit Agreement  is  hereby
     amended and restated to read as follows:

               (a)   (i)   The  Credit Parties  will  not  permit
          Capital  Expenditure in any fiscal year to  exceed  the
          sum  of (A) $94,000,000 plus (B) the amount of net cash
          proceeds  received in each such fiscal  year  from  the
          sale  of stores in accordance with Section 8.5(e)  plus
          (C)  the  Carryforward Capital Expenditure Basket  plus
          (D)  the amount of insurance proceeds received in  such
          fiscal  year for losses, damages or casualties  related
          to Hurricane Katrina or Hurricane Rita

                    (ii)  The  Credit  Parties  will  not  permit
               Capital Expenditures in any fiscal year commencing
               with  the  fiscal year ending January 3, 2007,  to
               exceed  the  sum of (A) $36,000,000 (the  "Initial
               Capital  Expenditure Basket") plus (B) the  amount
               of  net cash proceeds received in each such fiscal
               year  from  the sale of stores in accordance  with
               Section  8.5(e) plus (C) the Carryforward  Capital
               Expenditure Basket; provided, however,  that  such
               sum  amount for a fiscal year may be increased  by
               the  amount of insurance proceeds received in such
               fiscal  year  for  losses, damages  or  casualties
               related  to  Hurricanes Katrina or Rita;  provided
               further  that if the Parent is in compliance  with
               the  Fixed  Charge Coverage Ratio for  the  fiscal
               quarter ended October 3, 2007 set forth in Section
               7.2(b),  commencing  with  fiscal  year  2008  the
               Initial Capital Expenditure Basket for purposes of
               calculating the sum amount hereinabove shall be as
               follows:

<table>
                     
 <c>             <c>
                     Fiscal Year            Amount
                         2008            $106,000,000
                         2009            $110,000,000
</table>

               (b)  If the Parent is in compliance with the Fixed
          Charge  Coverage  Ratio for the  fiscal  quarter  ended
          October 3, 2007 set forth in Section 7.2(b), within  90
          days  after the end of each fiscal year of the  Parent,
          commencing  with 90 days after the end of  fiscal  year
          2007,  after or with the delivery of the audited annual
          financial  statements  in respect  of  the  immediately
          preceding fiscal year of the Parent pursuant to Section
          7.1(a),  the  Parent  shall notify  the  Administrative
          Agent  of  (i) the Unused Capital Expenditure Allowance
          for such immediately preceding fiscal year and (ii) the
          Parent'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/or  the  Carryforward
          Restricted   Payment   Basket  shall   be   immediately
          increased  by  the amounts allocated thereto.   If  the
          Parent  fails  to  deliver such timely  notice  to  the
          Administrative  Agent, the Unused  Capital  Expenditure
          Allowance  shall be allocated first to the Carryforward
          Restricted  Payment Basket and then to the Carryforward
          Capital   Expenditure   Basket.   Notwithstanding   the
          foregoing,  (A)  the  Carryforward Capital  Expenditure
          Basket may not be increased in any fiscal year by  more
          than $10,000,000 and (B) if the Parent is in compliance
          with  the  Fixed Charge Coverage Ratio for  the  fiscal
          quarter  ended  October 3, 2007 set  forth  in  Section
          7.2(b), (1) the Carryforward Restricted Payment Basket,
          if any, may not be increased in any fiscal year by more
          than   $25,000,000,  and  (2)  no   increase   in   the
          Carryforward   Restricted  Payment  Basket   shall   be
          permitted  if  the  aggregate  amount  of  the  Capital
          Expenditures  made in the immediately preceding  fiscal
          year was less than $40,000,000.

     3.     Conditions  Precedent.   This  Amendment   shall   be
effective  as  of the date hereof when all of the conditions  set
forth below have been satisfied:

          (a)   The  Administrative  Agent  shall  have  received
     counterparts  of  this  Amendment,  duly  executed  by   the
     Borrowers, the Guarantors and the Required Lenders;

          (b)   The  Administrative  Agent  shall  have  received
     copies  of  resolutions  of each Loan  Party  approving  and
     adopting   the  Amendment  and  authorizing  execution   and
     delivery  thereof,  certified by a  secretary  or  assistant
     secretary of such Loan Party to be true and correct  and  in
     force and effect as of the date hereof;

           (c)   The  Administrative Agent shall have received  a
     favorable legal opinion from counsel to the Credit Parties;

          (d)   Receipt by the Administrative Agent  of  a  copy,
     certified by a Responsible Officer of the Parent as true and
     complete,  of  (i)  the  amendment  to  the  Note   Purchase
     Agreements and (ii) the amendment to the 2003 Note  Purchase
     Agreement, such amendments to be reasonably satisfactory  in
     form and substance to the Administrative Agent; and

          (e)   The Administrative Agent shall have received  for
     the  account  of  each  Lender approving  the  Amendment  an
     amendment  fee  equal  to 10 basis  points  (0.10%)  on  the
     Commitment of each such Lender.

     4.   Miscellaneous.

           (a)   Except as herein specifically agreed, the Credit
     Agreement,  and  the  obligations  of  the  Credit   Parties
     thereunder and under the other Credit Documents, are  hereby
     ratified  and confirmed and shall remain in full  force  and
     effect according to their terms.

           (b)   Each Guarantor (a) acknowledges and consents  to
     all   of   the  terms  and  conditions  of  this  Amendment,
     (b)   affirms  all  of  its  obligations  under  the  Credit
     Documents  and  (c)  agrees  that  this  Amendment  and  all
     documents executed in connection herewith do not operate  to
     reduce   or  discharge  its  obligations  under  the  Credit
     Agreement or the other Credit Documents.

           (c)  The Borrowers and each Guarantor hereby represent
     and warrant as follows:

               (i)   Each  Credit Party has taken  all  necessary
          action   to  authorize  the  execution,  delivery   and
          performance of this Amendment.

               (ii)  This  Amendment has been duly  executed  and
          delivered  by  the Credit Parties and  constitutes  the
          legal,  valid and binding obligations of  each  of  the
          Credit  Parties,  enforceable in  accordance  with  its
          terms, except as such enforceability may be subject  to
          (A)  bankruptcy, insolvency, reorganization, fraudulent
          conveyance  or  transfer, moratorium  or  similar  laws
          affecting  creditors' rights generally and (B)  general
          principles  of  equity  (regardless  of  whether   such
          enforceability is considered in a proceeding at law  or
          in equity).

               (iii)      No consent, approval, authorization  or
          order  of,  or  filing, registration  or  qualification
          with,  any  court  or governmental authority  or  third
          party  is  required in connection with  the  execution,
          delivery  or  performance by any Credit Party  of  this
          Amendment.

           (d)   The Credit Parties represent and warrant to  the
     Lenders that (i) the representations and warranties  of  the
     Credit  Parties  set  forth  in  Section  6  of  the  Credit
     Agreement  and in each other Credit Document  are  true  and
     correct in all material respects as of the date hereof  with
     the  same  effect as if made on and as of the  date  hereof,
     except  to  the  extent such representations and  warranties
     expressly  relate to an earlier date and (ii) no  event  has
     occurred and is continuing which constitutes a Default or an
     Event of Default.

           (e)   This Amendment may be executed in any number  of
     counterparts,  each of which when so executed and  delivered
     shall be an original, but all of which shall constitute  one
     and   the   same  instrument.   Delivery  of   an   executed
     counterpart of this Amendment by telecopy shall be effective
     as an original and shall constitute a representation that an
     executed original shall be delivered.

      (f)   THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF  THE
PARTIES  HEREUNDER  SHALL  BE  GOVERNED  BY  AND  CONSTRUED   AND
INTERPRETED  IN  ACCORDANCE WITH THE LAWS OF THE STATE  OF  SOUTH
CAROLINA.