2003 AMENDMENT TO FRANCHISE AGREEMENT

Franchise Agreement

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RYANS FAMILY STEAKHOUSES | Ryan?s Properties, Inc. | Family Steak Houses of Florida, Inc.

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Title: 2003 AMENDMENT TO FRANCHISE AGREEMENT
Governing Law: South Carolina Date: 3/15/2004
Industry: EATING Sector: SERVIC

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EX-10.21.6

2003 AMENDMENT
TO FRANCHISE AGREEMENT

This 2003 Amendment to Franchise Agreement (this “Amendment”) is entered into as of December 17, 2003 by and between Ryan’s Properties, Inc. (“Ryan’s”) and Family Steak Houses of Florida, Inc. (“FSH”).

WHEREAS, Ryan’s and FSH are parties to that certain Franchise Agreement, dated as of September 16, 1987, as amended prior to the date hereof (the “Existing Franchise Agreement”; the Existing Franchise Agreement as amended by this Amendment shall be referred to as the “Franchise Agreement”) (all capitalized terms used herein that are not otherwise defined herein to have the meanings ascribed to them in the Existing Franchise Agreement); and

WHEREAS, FSH has informed Ryan’s that FSH does not expect to have in operation at December 31, 2003 a number of Restaurants (defined as restaurants of FSH operating as Ryan’s Family Steak Houses) equal to at least 80% of the number of Restaurants required to be in operation as of that date pursuant to the terms of the Existing Franchise Agreement; and

WHEREAS, Section XV (Termination and Defaults) of the Existing Franchise Agreement provides, among other matters, that FSH shall be in default under the Existing Franchise Agreement if “at the end of any calendar year the number of Restaurants in operation is less than 80% of the number of Restaurants required to be in operation as of that date pursuant to the terms of this Agreement, as amended”; and

WHEREAS, the parties desire to wind down and terminate the franchise relationship under the Existing Franchise Agreement in an amicable manner that minimizes unnecessary disruption;

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are acknowledged by each of the parties hereto, the parties hereto agree as follows:

1. Termination or Conversion of Restaurants.

(a) FSH agrees that, in accordance with the schedule set forth on the attached Exhibit A, FSH shall complete as to each and every one of FSH’s Restaurants:


	(i) its sale to an unaffiliated third party to be operated as a restaurant with a name and logo (immediately upon consummation of such sale) that differs sufficiently from “Ryan’s Family Steak House” and “Fire Mountain” to avoid any reasonable likelihood of confusion;

	(ii) the termination of its operation as a restaurant of any sort; and/or

	(iii) the conversion of that Restaurant from a “Ryan’s Family Steak House” to a restaurant with a name and logo that differs sufficiently from “Ryan’s

Family Steak House” and “Fire Mountain” to avoid any reasonable likelihood of confusion between any of FSH’s restaurants and any of Ryan’s restaurants; provided, further, that, if at any time FSH changes the exterior façade or interior design of any such Restaurant (or former Restaurant), FSH shall cause the new exterior façade or interior design (as applicable) to differ sufficiently from Ryan’s’ “Fire Mountain” and the ‘lodge look’ of “Ryan’s Family Steak House” to avoid any reasonable likelihood of confusion between any of FSH’s restaurants and any of Ryan’s restaurants.

(b) FSH shall cause each such Restaurant sale, termination or conversion to be accomplished in as commercially reasonable a manner as possible consistent with the requirements of this Amendment.

(c) No later than five (5) business days after the completion of the sale, termination or conversion of a Restaurant pursuant to this Amendment, FSH shall certify that fact in writing to Ryan’s. Ryan’s may request any and all such information, and may make any and all such inspections, as may be reasonably necessary to verify the sale, termination or conversion of any or all Restaurants in accordance with this Amendment.

(d) The Continuing Services and Royalty Fee set forth in the Existing Franchise Agreement shall continue to apply to the total gross receipts from each of FSH’s Restaurants until the date the sale, termination or conversion as contemplated by this Amendment of such Restaurant is completed. Payment of any unpaid Continuing Services and Royalty Fee for any sold, terminated or converted Restaurant shall be made in accordance with the Existing Franchise Agreement.

(e) From and after January 1, 2004, (i) Ryan’s shall have no further obligations under Paragraphs II (Location), IV (Training and Assistance), Subparagraph B of Paragraph V (Advertising) or Subparagraph D of Paragraph VI (Confidential Operating Manual) of the Franchise Agreement, and (ii) Attachment 1 to the July 13, 1992 letter agreement amending the Franchise Agreement shall no longer be in effect. From and after the date that the sale, termination or conversion as contemplated by this Amendment of an FSH Restaurant is completed, Ryan’s shall have no further obligations under any provision of the Franchise Agreement with respect to such Restaurant. Without limiting the preceding provisions, from and after the earlier of (i) the date that all Restaurants are sold, terminated or converted or (ii) June 30, 2005, FSH shall not be entitled to receive supplies that are proprietary to Ryan’s. Nothing contained herein, however, shall impede FSH from continuing to use recipes obtained from Ryan’s and now used at the Restaurants in its converted restaurants; provided, however, that FSH shall remain obligated under Paragraph XIV.D and, to the extent applicable, Paragraph VI.B with respect to such recipes.

(f) FSH acknowledges that the deadlines set forth in Exhibit A are of the essence. Accordingly, if FSH fails to complete the sale, termination or conversion as contemplated by this Amendment of the cumulative number of Restaurants as contemplated by this Amendment by any applicable date set forth on Exhibit A:


	(i) (A) if such failure is with respect to the requirement that all of the Restaurants be sold, terminated or converted by June 30, 2005, such failure shall constitute a default under the Franchise Agreement, and, without the necessity


	of any notice (including without limitation any “Notice to Cure” or #147;Notice of Cure”), Ryan’s shall have all remedies available under the Franchise Agreement, at law and/or in equity by reason of such breach; or

	(B) if such failure is with respect to the cumulative number of Restaurants required by this Amendment to be sold, terminated or converted by any date other than June 30, 2005, such failure shall constitute a default under the Franchise Agreement if such failure is not fully cured within one hundred eighty (180) days after the occurrence of such failure, and in such event, without the necessity of any notice (including without limitation any “Notice to Cure” or “Notice of Cure”), Ryan’s shall have all remedies available under the Franchise Agreement, at law and/or in equity by reason of such breach; and

	(ii) without limiting clause (i) in any way, during any quarterly period (except for the first thirty (30) days of such quarterly period, if immediately prior to such period FSH was in compliance with the Franchise Agreement) that more FSH’s Restaurants are in operation than permitted by this Amendment (such excess number of Restaurants at any time being hereinafter referred to as the “Excess Number”), the Continuing Service and Royalty Fee during that quarter shall be equal to the sum of (A) 4% of the total gross receipts of all of FSH’s Restaurants in operation, plus (B) the product of (x) 2% of the total gross receipts of all of FSH’s Restaurants in operation, multiplied by (y) the quotient of (1) the Excess Number, divided by (2) the total number of FSH’s Restaurants in operation.

Each of subparagraphs (i)(A), (i)(B) and (ii) of this paragraph (f) is independent of the other, and Ryan’s’ rights under any of such subparagraphs shall not be affected by whether or not Ryan’s then has rights under the terms of any of the other such subparagraphs.

2. Additional Agreements.

(a) Ryan’s agrees that, unless and until FSH defaults under any of its obligations under this Amendment or any of its other obligations under the Franchise Agreement, Ryan’s shall not exercise any of the remedies (other than this Amendment) available to it under the Franchise Agreement, at law and/or in equity with respect to the failure by FSH to have in operation as of December 31, 2003 a number of Restaurants at least equal to 80% of the number of Restaurants required to be in operation as of that date under the Existing Franchise Agreement.

(b) For so long as FSH is not in default under the Franchise Agreement, Ryan’s shall make no derogatory remark concerning FSH to any third party, and shall instruct its officers and directors not to make any such derogatory remark. For so long as Ryan’s is not in default under the Franchise Agreement, FSH shall make no derogatory remark concerning Ryan’s to any third party, and shall instruct its officers and directors not to make any such derogatory remark.

(c) Unless required by law in the reasonable judgment of a party, neither party shall make any public announcement concerning this Amendment or the relationship between the parties without giving the other party a reasonable opportunity to comment on

the proposed announcement and without the other party’s consent, which consent shall not be unreasonably withheld or delayed.

(d) FSH shall not construct or open any additional Restaurant as a Ryan’s Family Steak House.

(e) If not earlier terminated pursuant to the terms of the Franchise Agreement, and subject to paragraph (f) below, the Franchise Agreement shall terminate and expire at such time as the sale, termination or conversion as contemplated by this Amendment of all of FSH’s Restaurants has been completed and all payments due under the Franchise Agreement from any party to the other party have been finally paid in full.

(f) This Amendment and the following provisions of the Franchise Agreement shall survive the expiration and termination of the Franchise Agreement:


	(i) Clause 2 of Subparagraph A of Paragraph III (Proprietary Marks);

	(ii) Subparagraphs B and C of Paragraph VI (Confidential Operating Manual);

	(iii) Subparagraph C of Paragraph VIII (Accounting and Records);

	(iv) Paragraph XII (Insurance), to the extent of any applicable statute of limitations, with respect to insurance protecting Ryan’s and its officers and employees against any loss, liability or expense whatsoever from personal injury, death, property damage or products liability, arising or occurring upon or in connection with any Restaurant or by reason of FSH’s operation upon, from or occupancy of such Restaurant prior to the date that such Restaurant is sold, terminated or converted as contemplated by this Amendment;

	(v) Subparagraphs B, D and E of Paragraph XIV (Covenants);