0000068270-04-000030 Sample Contracts

SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN FACILITY AGREEMENT AND GUARANTY
Loan Facility Agreement and Guaranty • January 16th, 2004 • Ruby Tuesday Inc • Retail-eating places • Georgia

THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN FACILITY AGREEMENT AND GUARANTY (this “Seventh Amendment”) dated as of October 7, 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 BANK OF AMERICA, N.A., in its capacity as Servicer and as administrative agent for the Participants under the Loan Facility Agreement (as hereinafter defined) (in such capacity the “Servicer”).

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THIRD AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
Revolving Credit and Term Loan Agreement • January 16th, 2004 • Ruby Tuesday Inc • Retail-eating places • Georgia

THIS THIRD AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Third Amendment”) dated as of October 7, 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 BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders under the Loan Agreement (as hereinafter defined) (in such capacity the “Administrative Agent”).

AMENDMENT #1 TO SUPPORT SERVICES AGREEMENT
Support Services Agreement • January 16th, 2004 • Ruby Tuesday Inc • Retail-eating places

This Amendment #1 to Support Services Agreement (the “Amendment”) is made and entered into as of the 13th of October, 2003, between Ruby Tuesday, Inc., a Georgia corporation (“RTI”) and Specialty Restaurant Group, LLC, a Delaware Limited Liability Company (“SRG”).

RUBY TUESDAY, INC. FIRST AMENDMENT Dated as of October 1, 2003 to NOTE PURCHASE AGREEMENT Dated as of April 1, 2003 Re: $85,000,000 4.69% Senior Notes, Series A, due April 1, 2010 $60,000,000 5.42% Senior Notes, Series B, due April 1, 2013
Note Purchase Agreement • January 16th, 2004 • Ruby Tuesday Inc • Retail-eating places

THIS FIRST AMENDMENT dated as of October 1, 2003 (the or this “First Amendment”) to that certain Note Purchase Agreement dated as of April 1, 2003 is between RUBY TUESDAY, INC., a Georgia corporation (the “Company”), and each of the institutional investors listed on the signature pages hereto (collectively, the “Noteholders”):

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