0000950103-17-000002 Sample Contracts

WAIVER
Waiver • January 3rd, 2017 • Ruby Tuesday Inc • Retail-eating places • Georgia

THIS WAIVER, dated as of December 31, 2016 (this “Agreement”), is entered into among Ruby Tuesday, Inc., a Georgia corporation (the “Borrower”), the Guarantors, 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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FIRST AMENDMENT TO WAIVER AGREEMENT
Waiver Agreement • January 3rd, 2017 • Ruby Tuesday Inc • Retail-eating places • Georgia

This FIRST AMENDMENT TO WAIVER AGREEMENT (as it may be amended, supplemented, extended or renewed from time to time, this “Amendment”) is entered into as of December 30, 2016 by and among RUBY TUESDAY, INC., a Georgia corporation (“Guarantor”), whose address is 150 West Church Avenue, Maryville, Tennessee 37801, the borrowers listed on the signature page hereto (each, a “Borrower” and, collectively, “Borrowers”), each of whose address is 150 West Church Avenue, Maryville, Tennessee 37801, and FIRST TENNESSEE BANK, N.A. (“Lender”), whose address is 17851 N. 85th Street, Suite 155, Scottsdale, Arizona 85255.

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