0000068270-08-000003 Sample Contracts

RUBY TUESDAY, INC. RESTRICTED STOCK AWARD
Restricted Stock Award • January 10th, 2008 • Ruby Tuesday Inc • Retail-eating places • Georgia

This RESTRICTED STOCK AWARD (the “Award”) is made and entered into as of the 10th day of October, 2007 by and between Ruby Tuesday, Inc. (the “Company”), a Georgia corporation, and _________________ (the “Director”).

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THIRD AMENDMENT TO AMENDED AND RESTATED LOAN FACILITY AGREEMENT AND GUARANTY
Loan Facility Agreement and Guaranty • January 10th, 2008 • Ruby Tuesday Inc • Retail-eating places • Georgia

THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN FACILITY AGREEMENT AND GUARANTY dated as of November 30, 2007 (the “Amendment”) is entered into among Ruby Tuesday, Inc., a Georgia corporation (the “Sponsor”), the Guarantors, the Participants party hereto and Bank of America, N.A., as servicer and agent for the Participants (in such capacity, the “Servicer”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Loan Facility Agreement (as defined below).

SECOND AMENDMENT Dated as of November 30, 2007 to NOTE PURCHASE AGREEMENT Dated as of April 1, 2003
Note Purchase Agreement • January 10th, 2008 • Ruby Tuesday Inc • Retail-eating places • Illinois

THIS SECOND AMENDMENT dated as of November 30, 2007 (the or this “Second 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”):

FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • January 10th, 2008 • Ruby Tuesday Inc • Retail-eating places • Georgia

THIS FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of November 30, 2007 (the “Amendment”) is entered into among Ruby Tuesday, Inc., a Georgia corporation (the “Borrower”), the Lenders party hereto and Bank of America, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

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