FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

Exhibit 10.24.1

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

     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.

     WHEREAS, the Company issued and sold One Hundred Million Dollars ($100,000,000) in aggregate principal amount of its 4.65% Senior Notes due July 25, 2013 (as they may be amended, restated or otherwise modified from time to time, the “ Notes ”) pursuant to the Note Purchase Agreement dated as of July 25, 2003, between the Company and the purchasers identified on Schedule A thereto, (the " Note Agreement ”).

     WHEREAS, the register for the registration and transfer of the Notes indicates that the Persons named in Annex 1 hereto are currently the holders of the entire outstanding principal amount of the Notes.

     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.  Amendments . The Note Agreement is hereby amended in the following respects:

     (a) Each reference to “Ryan’s Family Steak Houses, Inc.” is hereby deleted and replaced with a reference to “Ryan’s Restaurant Group, Inc.”

     (b) Section 10.5 of the Note Agreement is hereby amended and restated in its entirety to read as follows:

      " 10.5. Restricted Payments and Restricted Investments.

     (a) 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 September 30, 2004, and ending on the date such Restricted Payment is declared or made, inclusive, would not exceed the sum of:

     (1) $22,295,500, plus

     (2) 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

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

     (4) the Carryforward Restricted Payment Basket, minus

     (5) the amount of the aggregate Unused Restricted Payment Allowance allocated to the Carryforward Capital Expenditure Basket as provided in subsection (b) below.

     (b) Within 90 days after the end of each fiscal year of the Company, commencing with 90 days after the end of fiscal year 2004, after or with delivery of the audited annual financial statements in respect of the immediately preceding fiscal year of the Company, the Company shall notify the Noteholders of (i) the Unused Restricted Payment Allowance for such immediately preceding fiscal year and (ii) whether or not the Company 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.”

     (c) Section 10.13 of the Note Agreement is hereby amended and restated in its entirety to read as follows:

      " 10.13. Capital Expenditures.

     (a) The Company will not permit Capital Expenditures in any fiscal year, commencing with the fiscal year ending December 29, 2004, to exceed the sum of (i) the amount set forth below for the relevant fiscal year set forth below (the “ Initial Capital Expenditure Basket ”) plus (ii) the amount of net cash proceeds received in such fiscal year from the sale of stores in accordance with Section 10.9 plus (iii) the Carryforward Capital Expenditure Basket:

     (b) The term “ Unused Capital Expenditure Allowance ” means, for any fiscal year, the amount by which the Initial Capital Expenditure Basket for such fiscal year exceeds the aggregate amount of Capital Expenditures actually made by the Company and its Subsidiaries during such fiscal year. The term “ Carryforward Capital Expenditure Basket ” shall mean the aggregate, if any, of (i) all Unused Capital Expenditure Allowance allocated by the Company pursuant to subsection (c) below for Capital Expenditures in future fiscal years and (ii) the Unused Restricted Payment Allowance allocated by the Company pursuant to Section 10.5(b) for Capital Expenditures in future fiscal years; notwithstanding the foregoing, the Carryforward Capital Expenditure Basket may not be increased in any fiscal year by more than $10,000,000. The term “ Carryforward Restricted Payment Basket ” shall mean the

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portion, if any, of all Unused Capital Expenditure Allowance allocated by the Company pursuant to subsection (c) below for permitted Restricted Payments in future fiscal years.

     (c) Within 90 days after the end of each fiscal year of the Company, commencing with 90 days after the end of fiscal year 2004, after or with delivery of the audited annual financial statements in respect of the immediately preceding fiscal year of the Company, the Company shall notify the Noteholders 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. If the Company fails to deliver such notice to the Noteholders 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. 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.”

     (d) Section 10.6(c) of the Note Agreement is hereby amended and restated in its entirety to read as follows:

     (c) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other similar Liens (other than Liens arising under Section 412 of the Code or ERISA), in each case incurred in the ordinary course of business for sums not yet due or the payment of which is not at the time required by Section 9.4;

     (e) The definitions of “Credit Documents”, “Debt” and “Funded Debt” appearing in Schedule B of the Note Agreement are hereby amended and restated in their entirety to read as follows:

      “Credit Documents” means, collectively, that certain Credit Agreement dated as of December 20, 2004 by and among the Company and Fire Mountain as borrowers, certain of the Company’s Subsidiaries as guarantors, the Lenders (as defined therein) from time to time party thereto, and Bank of America, N.A., as Administrative Agent, together with all documents and agreements executed and delivered by the Company or any Subsidiary in connection therewith and (except as otherwise provided herein) all amendments, restatements, extensions, renewals, refinancings and substitutions thereof, in whole or in part.

      “Debt” means, with respect to any Person, without duplication,

     (a) its liabilities for borrowed money and its redemption obligations in respect of mandatorily redeemable Preferred Stock;

     (b