0000068270-03-000010 Sample Contracts

FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN FACILITY AGREEMENT AND GUARANTY
Loan Facility Agreement and Guaranty • April 15th, 2003 • Ruby Tuesday Inc • Retail-eating places • Georgia

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN FACILITY AGREEMENT AND GUARANTY (this “Fifth Amendment”) dated as of March 31, 2003, by and among RUBY TUESDAY, INC., a Georgia corporation (the “Sponsor”), each of the financial institutions listed on the signature pages hereto (the “Participants”) and SUNTRUST BANK, in its capacity as Servicer for the Participants under the Loan Facility Agreement (as hereinafter defined) (in such capacity the “Servicer”).

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FIRST AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
Revolving Credit and Term Loan Agreement • April 15th, 2003 • Ruby Tuesday Inc • Retail-eating places • Georgia

THIS FIRST AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “First Amendment”) dated as of March 31, 2003, by and among RUBY TUESDAY, INC., a Georgia corporation (the “Borrower”), each of the financial institutions listed on the signature pages hereto (the “Lenders”) and SUNTRUST BANK, in its capacity as administrative agent for the Lenders under the Loan Agreement (as hereinafter defined) (in such capacity the “Administrative Agent”).

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