FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN FACILITY AGREEMENT AND GUARANTY

FOURTH AMENDMENT

TO AMENDED AND RESTATED

LOAN FACILITY AGREEMENT AND GUARANTY

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN FACILITY AGREEMENT AND GUARANTY dated as of May 21, 2008 (the “ Agreement ”) 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).

RECITALS

WHEREAS, the Sponsor, the Participants and the Servicer entered into that certain Amended and Restated Loan Facility Agreement and Guaranty dated as of November 19, 2004 (as amended or modified from time to time, the “ Loan Facility Agreement ”);

WHEREAS, the Sponsor has requested that the Participants amend the Loan Facility Agreement as set forth below subject to the terms and conditions specified in this Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

(a)        Section 1.1 of the Loan Facility Agreement is hereby amended by adding the following defined terms in proper alphabetical order:

“ Collateral Agent ” shall mean Bank of America in its capacity as collateral agent under any of the Collateral Documents and the Intercreditor Agreement or any successor collateral agent.

“ Collateral Documents ” shall mean a collective reference to the Pledge Agreement and such other security documents as may be executed and delivered by the Credit Parties pursuant to the terms of Section 6.10A.

“ Consolidated Entities ” shall have the meaning set forth in Section 6.1(h) .

“ Consolidated Working Capital ” shall mean, at any time, the excess of (i) current assets (excluding cash and those Permitted Investments identified in clauses (a.), (b.), (c.) and (e.) of the definition of Permitted Investments) of the Sponsor and its Subsidiaries on a consolidated basis at such time over (ii) current liabilities (excluding current maturities of Indebtedness) of the Sponsor and its Subsidiaries on a consolidated basis at such time, all as determined in accordance with GAAP.

“ Control Event ” shall mean (1) the execution by the Sponsor or any of its Subsidiaries or Affiliates of any agreement or letter of intent with respect to any proposed transaction or event or series of transactions or events which, individually or in the

aggregate, may reasonably be expected to result in a Change in Control, (2) the execution of any written agreement which, when fully performed by the parties thereto, would result in a Change in Control or (3) the making of any written offer by any person (as such term is used in Section 13(d) and Section 14(d)(2) of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof) or related persons constituting a group (as such term is used in Section 13(d)-5 under the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof) to the holders of the common stock of the Sponsor or of any of its Affiliates, which offer, if accepted by the requisite number of holders, would result in a Change in Control.

“ Domestic Subsidiary ” shall mean any Subsidiary that is organized under the laws of any state of the United States or the District of Columbia.

“ Equity Interests ” shall mean, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ Equity Issuance ” means any issuance by the Sponsor or any Subsidiary to any Person of its Equity Interests.

“ Intercreditor Agreement ” shall mean that certain Intercreditor and Collateral Agency Agreement dated as of the Fourth Amendment Effective Date among the Sponsor, the Guarantors, the Purchasers, the Servicer, on behalf of all of the Participants, Bank of America, N.A., as the administrative agent on behalf of all the lenders under the Revolving Credit Facility and the Collateral Agent, as amended or modified from time to time.

“ Investments ” shall have the meaning set forth in Section 6.17 .

“ Permitted Liens ” shall mean the Liens permitted by Section 6.15 .

“ Pledge Agreement ” shall mean that certain Pledge Agreement dated as of the Fourth Amendment Effective Date in favor of the Collateral Agent, for the benefit of the holders of the Senior Secured Obligations executed by each of the Sponsor, the Guarantors and the Collateral Agent, as amended or modified from time to time.

“ Pledged Collateral ” shall have the meaning set forth in the Pledge Agreement.

“ Purchasers ” shall mean the “Purchasers” under and as defined in the Senior Note Purchase Agreement.

“ Senior Notes ” shall mean the “Notes” under and as defined in the Senior Note Purchase Agreement.

“ Senior Secured Obligations ” shall have the meaning set forth in the Intercreditor Agreement.

(b)       The following definitions in Section 1.1 of the Loan Facility Agreement are hereby amended to read as follows:

“ Applicable Margin ” shall mean, as of any date, the following percentages per annum determined by reference to the applicable Adjusted Total Debt to EBITDAR Ratio in effect on such date as set forth below

provided , that a change in the Applicable Margin resulting from a change in such ratio shall be effective on the second Business Day after which the Sponsor is required to deliver the financial statements required by Section 6.1(a) or (b) and the compliance certificate required by Section 6.1(c) ; provided , further , that if at any time the Sponsor shall have failed to deliver such financial statements and such certificate, the Applicable Margin shall be at Level V until such time as such financial statements and certificate are delivered, at which time the Applicable Margin shall be determined as provided above. Notwithstanding the foregoing, the Applicable Margin from the Fourth Amendment Effective Date until the financial statements and compliance certificate are required to be delivered for the Sponsor’s fiscal year ending in June of 2008 shall be determined based upon Pricing Level V.

“ Business Day ” shall mean (i) any day other than a Saturday, Sunday or other day on which commercial banks in Charlotte, North Carolina are authorized or required by law to close and (ii) if such day relates to an Advance of, a payment or prepayment of principal or interest on, a Payment Period for, an Adjusted LIBO Rate Loan or a notice

with respect to any of the foregoing, any day on which dealings in Dollars are carried on in the London interbank market.

“ Capital Expenditures ” shall mean all expenditures of the Credit Parties and their Subsidiaries which, in accordance with GAAP, would be classified as capital expenditures, including, without limitation, Capital Lease Obligations.

“ Change in Control ” shall mean the occurrence of one or more of the following events: (a) any sale, lease, exchange or other transfer (in a single transaction or a series of related transactions) of all or substantially all of the assets of the Sponsor to any Person or “group” (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder in effect on the date hereof), (b) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or “group” (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof) of 30% or more of the outstanding shares of the voting stock of the Sponsor; (c) occupation of a majority of the seats on the board of directors of the Sponsor by Persons who were neither (i) nominated by the current board of directors nor (ii) appointed by directors so nominated, (d) the occurrence of a “Change in Control” under and as defined in the Senior Note Purchase Agreement or (e) the occurrence of a “Change in Control” under and as defined in the Revolving Facility Credit Agreement.

“ Consolidated EBITDA ” shall mean, for the Sponsor and its Subsidiaries for any period, an amount equal to the sum of (a) Consolidated Net Income for such period minus (b) to the extent included in calculating Consolidated Net Income for such period, any non-cash gains during such period minus (c) any actual cash payments made during such period related to non-cash charges included in (d)(v) below for a prior period plus (d) to the extent deducted in determining Consolidated Net Income for such period, (i) Consolidated Interest Expense, (ii) income tax expense determined on a consolidated basis in accordance with GAAP, (iii) depreciation and amortization determined on a consolidated basis in accordance with GAAP, (iv) for the Fiscal Quarters ending June 3, 2008, September 2, 2008, December 2, 2008 and March 3, 2009 only, actual costs determined on a consolidated basis in accordance with GAAP incurred in connection with the closing of any stores or units during any such Fiscal Quarter; provided , that the amount of such costs shall not exceed $10,000,000 in the aggregate for all such Fiscal Quarters and (v) all other non cash charges, in each case, that do not represent a cash item in such period, all as determined in accordance with GAAP.

“ Fixed Charge Coverage Ratio ” shall mean, as of any date of determination, the ratio of (a) Consolidated EBITDAR to (b) Consolidated Fixed Charges, in each case measured for the four Fiscal Quarter period ending on such date.

“ Material Indebtedness ” shall mean Indebtedness (other than the Loans and Letters of Credit) or obligations in respect of one or more Hedging Agreements, of any one or more of the Sponsor and the Subsidiaries in an aggregate principal amount exceeding $10,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Sponsor or any Subsidiary in respect to any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Sponsor or such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time.

“ Operative Documents ” shall mean this Agreement, the Collateral Documents, the Intercreditor Agreement, the Subsidiary Guaranty Agreement, the Indemnity and Contribution Agreement, the Servicing Agreement, the Fee Letter and any other documents delivered by Sponsor or any Guarantor to the Servicer or the Participants in connection herewith or therewith.

“ Revolving Facility ” shall mean that certain revolving credit facility in the amount of up to $500,000,000 extended to the Sponsor by a syndicate of lenders with Bank of America as their agent, all pursuant to the Revolving Facility Credit Agreement.

“ Revolving Facility Credit Agreement ” shall mean that certain Amended and Restated Revolving Credit Agreement, dated as of February 28, 2007, among the Sponsor, a syndicate of lenders and Bank of America, as administrative agent for such lenders, as amended, extended, replaced or refinanced from time to time.

“ Senior Note Purchase Agreement ” shall mean that certain Amended and Restated Note Purchase Agreement dated as of May 21, 2008 among the Sponsor and the Purchasers, as amended or modified from time to time.

(c)        The definitions of “ Consolidated EBITR ”, “ Change of Control Provision ” and “ Subordinated Debt ” are each hereby deleted from Section 1.1 of the Loan Facility Agreement in their entireties.

(d)       The second paragraph of Section 1.2 of the Loan Facility Agreement is hereby amended to read as follows:

Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in Section 6.11, 6.12 and 6.13 (including for purposes of determining the Applicable Margin) shall be made on a Pro Forma Basis.

(e)        Section 2.4(a) of the Loan Facility Agreement is hereby amended by deleting the reference to “0.375%” therein and replacing it with a reference to “0.50%”

(f)        Section 2.8 of the Loan Facility Agreement is hereby amended to read as follows:

            Section 2.8         ( Reserved .)

(g)       Clause (i) in Section 2.10 of the Loan Facility Agreement is hereby amended to read as follows:

(h)       Section 3.2(g) of the Loan Facility Agreement is hereby amended to read as follows:

(g)       During any period when a Credit Event has occurred and is continuing, any amounts received by the Servicer with respect to the Loans or the Letter of Credit Obligations shall be applied as follows:

First, to payment of that portion of such amounts constituting fees, indemnities, expenses and other amounts (including fees, charges and

disbursements of counsel to the Servicer and amounts payable under Article II) payable to the Servicer in its capacity as such;

Second, to payment of that portion of such Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal, interest and letter of credit fees) payable to the Participants and the Servicer (including fees, charges and disbursements of counsel to the respective Participants and the Servicer and amounts payable under Article II), ratably among them in proportion to the amounts described in this clause Second payable to them;

Third, to payment of that portion of such Guaranteed Obligations constituting accrued and unpaid letter of credit fees and interest on the Loans and outstanding Letters of Credit and fees, premiums and any interest accrued thereon, ratably among the Participants in proportion to the respective amounts described in this clause Third held by them;

Fourth, to (a) payment of that portion of such Guaranteed Obligations constituting unpaid principal of the Loans and outstanding Letters of Credit, (b) to cash collateralize that portion of LC Exposure comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Participants and the Servicer in proportion to the respective amounts described in this clause Fourth held by them; and

Last, the balance, if any, after all of such Guaranteed Obligations have been indefeasibly paid in full, to the Sponsor or as otherwise required by law;

provided that, amounts used to cash collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to such other Guaranteed Obligations, if any, in the order set forth above.

(i)        References to “Loan Document” or “Loan Documents” in each of Sections 5.2, 5.3, 5.5, 5.12, 7.1(d), 9.1(a)(iii) and 12.3 shall be replaced with “Operative Document” or “Operative Documents”, as applicable.

(j)        Section 5.14 of the Loan Facility Agreement is hereby amended to read as follows:

As of the Fourth Amendment Effective Date, Schedule 5.14 sets forth the name of each Subsidiary and identifies each Material Subsidiary, together with (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by any Credit Party or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto. The outstanding Equity Interests of each Subsidiary of any Credit Party are validly issued, fully paid and non assessable.

(k)       Article V of the Loan Facility Agreement is hereby amended by adding new Sections 5.17 and 5.18 at the end thereof which shall read as follows:

The Pledge Agreement creates a valid security interest in, and Lien on, the Pledged Collateral, which security interests and Liens are currently perfected security interests and Liens in favor of the Collateral Agent, prior to all other Liens.

The Guaranteed Obligations rank at least pari passu in right of payment with all obligations of the Credit Parties under the Senior Note Purchase Agreement (and the Senior Notes) and all obligations of the Credit Parties under the Revolving Facility.

(l)        Section 6.1 of the Loan Facility Agreement is hereby amended by deleting the period after subsection (f) thereof and replacing such period with a semi-colon and by inserting new subsections (g) and (h) following subsection (f) thereof which shall read as follows:

(g)       concurrently with the financial statement referred to in clause (a) above, beginning with the fiscal year ending June 2, 2009, (i) financial projections for the Sponsor and its Subsidiaries containing pro forma income statement, balance sheet and cash flow statement for each quarter of the next fiscal year and (ii) an updated corporate chart for the Sponsor and its Subsidiaries; and

(h)       commencing with the Sponsor’s first fiscal quarter for which the Sponsor is required, and continuing for so long as the Sponsor is required, pursuant to FASB Interpretation 46(R) (“ FIN 46R ”) or any other authoritative accounting guidance (collectively, “ Authoritative Guidance ”), to consolidate its Franchise Partners or any other less than 100% owned entity not previously required, under GAAP as in effect on December 31, 2002, to be so consolidated (collectively, the “ Consolidated Entities ”), each set of financial statements delivered pursuant to paragraphs (a) and (b) above shall be accompanied by unaudited financial statements of the character and for the dates and periods as in said paragraphs (a) and (b) covering each of the following:

(i)        the Sponsor and its Subsidiaries on a consolidated basis, before giving effect to any consolidation of the Consolidated Entities;

(iii)      consolidating statements reflecting eliminations or adjustments required in order to reconcile the consolidated statements referred to in subclauses (i) and (ii) above with the consolidated financial statements of the Sponsor and its Subsidiaries delivered pursuant to paragraphs (a) and (b) above,

setting forth in each case (commencing, in the case of the consolidation of any Consolidated Entity pursuant to Authoritative Guidance, with the Sponsor’s fiscal quarter that is four fiscal quarters following such consolidation) in comparative form the figures for the corresponding periods in the previous fiscal year.

(m)      Section 6.2 of the Loan Facility Agreement is hereby amended by deleting the period at the end of subsection (e) thereof and replacing it with the following text “; and” and by adding a new Section 6.2(f) after subsection (e) thereof which shall read as follows:

If any additional Material Subsidiary is acquired or formed after the Fourth Amendment Effective Date or any Subsidiary becomes a Material Subsidiary after the Fourth Amendment Effective Date, the Sponsor will, within thirty (30) days after such Material Subsidiary is acquired or formed or such Subsidiary becomes a Material Subsidiary, notify the Servicer, the Collateral Agent and the Participants thereof and will (A) cause such Material Subsidiary to become a Credit Party by executing an agreement in the form of Annex I to Exhibit B in form and substance satisfactory to the Servicer, (B) cause such Material Subsidiary to deliver simultaneously therewith similar documents applicable to such Material Subsidiary required under Section 11.1 as reasonably requested by the Servicer or Collateral Agent including, without limitation, a supplement to the Pledge Agreement and all certificates evidencing any certificated Equity Interests required to be pledged pursuant to the Pledge Agreement, together with duly executed in blank and undated stock powers attached thereto and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clauses (A) and (B) and (C)) and (C) become a party to the Intercreditor Agreement by executing and delivering to the Servicer a joinder agreement to the Intercreditor Agreement, all in form and substance reasonably satisfactory to the Servicer and the Collateral Agent.

(o)        Section 6.10 of the Loan Facility Agreement is hereby amended to read as follows:

If at the end of any Fiscal Quarter of the Sponsor:

(a)        the total assets of Subsidiaries that are not Guarantors constitute more than five percent (5%) of the total assets of the Consolidated Companies, or

(b)       the Consolidated Net Income of Subsidiaries that are not Guarantors constitute more than five percent (5%) of the Consolidated Net Income of the Consolidated Companies,

then the Sponsor shall (i) notify the Servicer thereof in the certificate delivered pursuant to Section 6.1(c) for such fiscal quarter and (ii) within 15 days thereafter, (A) cause the appropriate number of Subsidiaries to become Guarantors (by execution of an agreement in the form of Annex I to Exhibit B in form and substance satisfactory to the Servicer, (B) cause such Subsidiary to deliver simultaneously therewith similar documents required under Section 11.1 as reasonably requested by the Servicer or the Collateral Agent, including without limitation, a supplement to the Pledge Agreement and all certificates