SECOND AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT
THIS SECOND AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT
(this "Amendment"), dated as of July 24, 2006, is between Ryan's
Restaurant Group, Inc., a South Carolina corporation (the
"Company"), and American Stock Transfer & Trust Company, a New
York corporation (the "Rights Agent").
WHEREAS, the Company and the Rights Agent are parties
to a Shareholder Rights Agreement, dated as of February 18, 2005,
and a First Amendment to Shareholder Rights Plan, dated as of
March 17, 2005 (collectively, the "Rights Agreement"); and
WHEREAS, pursuant to Section 27 of the Rights
Agreement, the Company and the Rights Agent desire to further
amend the Rights Agreement as set forth below;
NOW, THEREFORE, the Rights Agreement is hereby amended
as follows:
1. Amendment of Section 1
.
A new subsection (ii) is added to the end of Section 1
of the Rights Agreement, which shall appear immediately after
subsection (hh) and which shall read as follows:
"(ii) "Merger Agreement" shall mean the
Agreement and Plan of Merger, dated July 24,
2006, by and among the Company, Buffets,
Inc., a Minnesota corporation (the "Parent"),
and Ryan's Restaurant Group, Inc., a South
Carolina corporation and a wholly-owned
subsidiary of the Parent (the "Merger
Subsidiary"), as the same may be amended from
time to time.
2. Amendment of Section 7
.
Paragraph (a) of Section 7 of the Rights Agreement is
amended by deleting the word "or" immediately preceding clause
(iv) thereof and by adding the following new phrase immediately
following clause (iv) thereof: "or (v) immediately prior to the
Effective Time (as defined in the Merger Agreement)."
3. Addition of New Section 35
.
The Rights Agreement is amended by adding a Section 35
thereof which shall read as follows:
"Section 35. Exception For Merger Agreement.
Notwithstanding any provision of this
Agreement to the contrary, neither a Section
11(a)(ii) Event, Section 13 Event,
Distribution Date, Share Acquisition Date nor
an Adjustment Event shall be deemed to have
occurred, none of the Parent, the Merger
Subsidiary (each as defined in the Merger
Agreement) or any of their Affiliates or
Associates shall be deemed to have become an
Acquiring Person, and no holder of any Rights
shall be entitled to exercise such Rights
under, or be entitled to any rights pursuant
to, any of Sections 3(a), 7(a), 11(a) or 13
of this Agreement, in any such case by reason
of (a) the approval, execution or delivery of
the Merger Agreement or any amendments
thereof or (b) the commencement or, prior to
termination of the Merger Agreement, the
consummation of any of the transactions
contemplated by the Merger Agreement,
including the Merger (as defined in the
Merger Agreement)."
4. Effectiveness
.
This Amendment shall be deemed effective as of the date
hereof as if executed by both parties hereto on such date.
Except as amended hereby, the Rights Agreement shall remain in
full force and effect and shall be otherwise unaffected hereby.
5. Miscellaneous
.
This Amendment shall be deemed to be a contract made
under the laws of the State of South Carolina and for all
purposes shall be governed by and construed in accordance with
the laws of such state applicable to contracts to be made and
performed entirely within such state. This Amendment may be
executed in any number of counterparts, each of such counterparts
shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument. If any term, provision, covenant or restriction of
this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, illegal, or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of
this Amendment shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date set forth above.
RYAN'S RESTAURANT GROUP, INC.
By: /s/▇▇▇▇▇▇▇ ▇. Way
Name: ▇▇▇▇▇▇▇ ▇. Way
Title: Chairman and CEO
AMERICAN STOCK TRANSFER & TRUST
COMPANY
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President