SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

SECOND AMENDMENT

TO AMENDED AND RESTATED

REVOLVING CREDIT AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of May 21, 2008 (the “ Agreement ”) 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).

RECITALS

WHEREAS, the Borrower, the Lenders and the Administrative Agent entered into that certain Amended and Restated Revolving Credit Agreement dated as of February 28, 2007, as amended by the First Amendment thereto, dated as of November 30, 2007 (as so amended and as further amended or modified from time to time, the “ Credit Agreement ”);

WHEREAS, the Borrower has requested that the Lenders amend the Credit 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 Credit Agreement is hereby amended by adding the following defined terms in proper alphabetical order:

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

“ Cash Collateralize ” shall have the meaning set forth in Section 2.23(j) .

“ 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 Loan Parties pursuant to the terms of Section 5.12.

“ Consolidated Entities ” shall have the meaning set forth in Section 5.1(g) .

“ Consolidated Working Capital ” shall mean, at any time, the excess of (i) current assets (excluding cash and those Permitted Investments identified in clauses (i), (ii), (iii) and (v) of the definition of Permitted Investments) of the Borrower and its Subsidiaries

on a consolidated basis at such time over (ii) current liabilities (excluding current maturities of Indebtedness) of the Borrower 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 Borrower 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 Borrower or of any of its Affiliates, which offer, if accepted by the requisite number of holders, would result in a Change in Control.

“ Debt Issuance ” shall mean the issuance by the Borrower or any Subsidiary of any Indebtedness other than Indebtedness permitted by Section 7.12 .

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

“ Eligible Assets ” shall mean property that is used or useful in the same or a similar line of business as the Borrower and its Subsidiaries were engaged in on the Closing Date (or any reasonable extension or expansions thereof).

“ 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 Borrower or any Subsidiary to any Person of its Equity Interests.

“ Excess Cash Flow ” shall mean, for any period for the Borrower and its Subsidiaries, an amount equal to the sum, without duplication, of (a) Consolidated EBITDA minus (b) Capital Expenditures paid in cash (to the extent permitted hereby and not financed by a Debt Issuance or an Equity Issuance) minus (c) the cash portion of Consolidated Interest Expense minus (d) federal, state and other taxes to the extent paid in cash during such period by the Borrower and its Subsidiaries on a consolidated basis minus (e) the sum of all payments (not financed by Debt Issuances) made pursuant to Section 7.4(iii) minus (f) the sum of scheduled payments of principal on Indebtedness of the types identified in clause (i) or (ii) of the definition thereof of the Borrower and its Subsidiaries minus (g) the sum of cash consideration (not financed by a Debt Issuance or

an Equity Issuance) paid by the Borrower and its Subsidiaries for Permitted Acquisitions minus (h) increases in Consolidated Working Capital plus (i) decreases in Consolidated Working Capital, in each case on a consolidated basis determined in accordance with GAAP.

“ FIN 46R ” shall have the meaning set forth in Section 5.1(g) .

“ Intercreditor Agreement ” shall mean that certain Intercreditor and Collateral Agency Agreement dated as of the Second Amendment Effective Date among the Borrower, the Guarantors, the Purchasers, the Administrative Agent, on behalf of all of the Lenders, Bank of America, as servicer on behalf of all the participants under the Franchise Facility and the Collateral Agent, as amended or modified from time to time.

“ Investments ” shall have the meaning set forth in Section 7.3 .

“ Net Cash Proceeds ” shall mean the aggregate cash or cash equivalents proceeds received by any Loan Party or any Subsidiary in respect of any Debt Issuance or any sale, transfer or disposition conducted in accordance with Section 7.5(f) , net of (a) reasonable direct costs incurred in connection therewith (including, without limitation, legal, accounting and investment banking fees, and sales commissions), (b) taxes paid or reasonably estimated to be payable as a result thereof and (c) in the case of any sale, transfer or disposition, the amount necessary to retire any Indebtedness secured by a Permitted Lien on the related property; it being understood that “Net Cash Proceeds” shall include, without limitation, any cash or cash equivalents received upon the sale or other disposition of any non-cash consideration received by any Loan Party or any Subsidiary pursuant to any such Debt Issuance or sale, transfer or disposition.

“ Pledge Agreement ” shall mean that certain Pledge Agreement dated as of the Second 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 Borrower, 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 Credit Agreement are hereby amended to read as follows:

“ Aggregate Revolving Commitment Amount ” shall mean the aggregate principal amount of the Revolving Commitments of all Lenders from time to time, as such aggregate principal amount shall be reduced pursuant to the terms hereof. On the Second

Amendment Effective Date, the Aggregate Revolving Commitment Amount equals $491,692,411.00.

“ Aggregate Revolving Commitments ” shall mean, collectively, all Revolving Commitments of all Lenders in effect at any time.

“ Applicable Margin ” shall mean, as of any date, the percentage per annum determined by reference to the applicable Adjusted Total Debt to EBITDAR Ratio in effect on such date as set forth on Schedule 1.1(a) attached hereto; 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 Borrower is required to deliver the financial statements required by Section 5.1(a) or (b) and the compliance certificate required by Section 5.1(c) ; provided , further , that if at any time the Borrower 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 Second Amendment Effective Date until the financial statements and compliance certificate are required to be delivered for the Borrower’s fiscal year ending in June of 2008 shall be determined based upon Pricing Level V.

“ 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 Borrower 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 Borrower; (c) occupation of a majority of the seats on the board of directors of the Borrower 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 Franchise Facility Credit Agreement.

“ Consolidated EBITDA ” shall mean, for the Borrower 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.

“ Franchise Facility ” shall mean that certain credit facility in the amount of up to $48,000,000 extended by Bank of America, as servicer, to certain franchisees of the Borrower, as guaranteed by the Borrower and certain of its Subsidiaries, all pursuant to the Franchise Facility Credit Agreement.

“ Loan Documents ” shall mean, collectively, this Agreement, the Collateral Documents, the Intercreditor Agreement, the Notes (if any), the LC Documents, the Fee Letter, all Notices of Borrowing, the Subsidiary Guaranty Agreement, all Notices of Conversion/Continuation and any and all other instruments, agreements, documents and writings executed in connection with any of the foregoing.

“ 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 Borrower 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 Borrower 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 Borrower or such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time.

“ Obligations ” shall mean all amounts owing by the Borrower to the Administrative Agent, the Issuing Bank or any Lender (including the Swingline Lender) pursuant to or in connection with this Agreement or any other Loan Document, including without limitation, all principal, interest (including any interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post filing or post petition interest is allowed in such proceeding), all reimbursement obligations, fees, expenses, indemnification and reimbursement payments, costs and expenses (including all fees and expenses of counsel to the Administrative Agent and any Lender (including the Swingline Lender) incurred pursuant to this Agreement or any other Loan Document), whether direct or indirect, absolute or contingent, liquidated or unliquidated, now existing or hereafter arising hereunder or thereunder, and all obligations arising under Hedging Agreements entered into with a counterparty that was a Lender or an Affiliate of a Lender at the time such Hedging Agreement was entered into to the extent permitted hereunder, and all obligations and liabilities incurred in connection with collecting and enforcing the foregoing, together with all renewals, extensions, modifications or refinancings thereof.

“ Senior Note Purchase Agreement ” means that certain Amended and Restated Note Purchase Agreement dated as of May 21, 2008 among the Borrower and the purchasers party thereto, as amended or modified from time to time.

(c)        The following sentence is hereby added at the end of the definition of “Revolving Commitment” in Section 1.1 of the Credit Agreement to read as follows:

Any reduction in the Aggregate Revolving Commitment Amount pursuant to Section 2.9 shall be applied to the Revolving Commitment of each Lender according to its Pro Rata Share.

(d)       The definitions of “ Consolidated EBITR ” and “ Incremental Facility ” are each hereby deleted from Section 1.1 of the Credit Agreement in their entireties.

(e)       Section 2.4 of the Credit Agreement is hereby amended to read as follows: ” and “ Incremental Facility ” are each hereby deleted from Section 1.1 of the Credit Agreement in their entireties.

             Section 2.4 [ Reserved .]

(f)        Section 2.9 of the Credit Agreement is hereby amended to read as follows: ” and “ Incremental Facility ” are each hereby deleted from Section 1.1 of the Credit Agreement in their entireties.

             Section 2.9 [ Reduction and termination of Commitments .]

(a)        Unless previously terminated, all Revolving Commitments shall terminate on the Revolving Commitment Termination Date.

(b)       Upon at least three (3) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent (which notice shall be irrevocable), the Borrower may reduce the Aggregate Revolving Commitments in part or terminate the Aggregate Revolving Commitments in whole; provided , however , that (i) any partial reduction shall apply to reduce proportionately and permanently the Revolving Commitment of each Revolving Lender, (ii) any partial reduction pursuant to this Section 2.9 shall be in an amount of at least $5,000,000 and any larger multiple of $1,000,000, and (iii) no such reduction shall be permitted which would reduce the Aggregate Revolving Commitments to an amount less than the outstanding Revolving Credit Exposures of all Lenders. Any such reduction in the Aggregate Revolving Commitments shall result in a proportionate reduction (rounded to the next lowest integral multiple of $100,000) in the Swingline Commitment and the LC Commitment.

(c)        Commencing with the Fiscal Quarter ending June 3, 2008, the Aggregate Revolving Commitments shall automatically be permanently reduced by $6,250,000 as of the end of each Fiscal Quarter (with each such permanent reduction of the Aggregate Revolving Commitments pursuant to this Section 2.9(c) to be applied to reduce proportionally and permanently the Revolving Commitment of each Lender according to its Pro Rata Share).

(d)      On the ninetieth (90th) day following the Second Amendment Effective Date and on the one hundred eightieth (180th) day following the Second Amendment Effective Date, the Aggregate Revolving Commitments shall automatically be permanently reduced by $4,153,795.00 (with each such permanent reduction of the Aggregate Revolving Commitments pursuant to this Section 2.9(d) to be applied to reduce proportionally and permanently the Revolving Commitment of each Lender according to its Pro Rata Share)

(e)        In addition to the automatic reductions to the Aggregate Revolving Commitments pursuant to Section 2.9(c) and ( d ) above, the Aggregate Revolving Commitments shall automatically be permanently reduced in an amount equal to the amount of any prepayment required to be made by the Borrower pursuant to Section 2.12(b)(ii) , ( iii ), ( iv ) or ( v ).

(a)          Voluntary Prepayments . The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) in the case of prepayment of any Eurodollar Borrowing, 12:00 noon not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, prior to 12:00 noon on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid; provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.19. Each partial prepayment of any Revolving Loan (other than a Swingline Loan) shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000, and each partial prepayment of any Swingline Loan shall be in a minimum amount of $100,000 and integral multiples of $50,000. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

(i)         Revolving Commitments . If for any reason the Revolving Credit Exposure of all Lenders at any time exceeds the Aggregate Revolving Committed Amount then in effect, the Borrower shall immediately prepay Revolving Loans and/or the Swing Line Loans and/or provide cash collateral for the LC Exposure in an aggregate amount equal to such excess; provided , however , that the Borrower shall not be required to provide cash collateral for the LC Exposure pursuant to this Section 2.12(b)(i) unless after the prepayment in full of the Revolving Loans and the Swing Line Loans the Revolving Credit Exposure of all Lenders at any time exceeds the Aggregate Revolving Committed Amount.

(ii)        Dispositions and Involuntary Dispositions . The Borrower shall (A) prepay the Loans and/or provide cash collateral for the LC Exposure as hereinafter provided and (B) offer to prepay the Indebtedness under the Senior Note Purchase Agreement, on a pro rata basis, in an aggregate amount equal to 100% of the Net Cash Proceeds of all sales, transfers and dispositions of property pursuant to Section 7.5(f) to the extent such Net Cash Proceeds are not reinvested in Eligible Assets within 90 days of the date of such sale, transfer or disposition. Any prepayment pursuant to this clause (ii) shall be applied as set forth in clause (vi) below. To the extent all holders of the Senior Notes reject an offer from the Borrower to prepay the Senior Notes as required by the terms of this clause (ii), the Borrower shall be permitted to keep such rejected proceeds.

(iii)       Senior Note Purchase Agreement . If the Borrower makes any prepayment of the Indebtedness under the Senior Note Purchase Agreement, the Borrower shall simultaneously therewith prepay the Loans and/or provide cash collateral for the LC Exposure as hereafter provided in an amount sufficient to provide that the Indebtedness under the Senior Note Purchase Agreement and the Indebtedness (including LC Exposure) hereunder are prepaid and/or cash collateralized, as applicable, on a pro rata basis. Any prepayment pursuant to this clause (iii) shall be applied as set forth in clause (vi) below.

(iv)       Excess Cash Flow . Subsequent to the Second Amendment Effective Date, (A) within the earlier of the date that is 90 days after the end of each fiscal year of the Borrower and the date that is 2 days after the date the information required by Section 5.1(a) is filed with the SEC for such fiscal year and (B) within the earlier of the date that is 45 days after the end of the second fiscal quarter of each fiscal year of the Borrower and the date that is 2 days after the date such information required by Section 5.1(b) is filed with the SEC for such fiscal quarter, the Borrower shall (A) prepay the Loans and/or provide cash collateral for the LC Exposure as hereafter provided and (B) offer to prepay the Indebtedness under the Senior Note Purchase Agreement, on a pro rata basis, in an aggregate amount equal to 30% of Excess Cash Flow for the six month period ending as of such fiscal year or such second fiscal quarter, as applicable. Any prepayment pursuant to this clause (iv) shall be applied as set forth in clause (vi) below. To the extent all holders of the Senior Notes reject an offer from the Borrower to prepay the Senior Notes as required by the terms of this clause (iv), the Borrower shall be permitted to keep such rejected proceeds.

(v)        Debt Issuances . Immediately upon receipt by the Borrower or any Subsidiary of the Net Cash Proceeds of any Debt Issuance, the Borrower shall (A) prepay the Loans and/or provide cash collateral for the LC Exposure as hereinafter provided and (B) offer to prepay the Indebtedness under the Senior Note Purchase Agreement, on a pro rata basis, 100% of such Net Cash Proceeds. Any prepayment pursuant to this clause (v) shall be applied as set forth in clause (vi) below. To the extent all holders of the Senior Notes reject an offer from the Borrower to prepay the Senior Notes as required by the terms of this clause (v), the Borrower shall be permitted to keep such rejected proceeds.

(vi)       Application of Mandatory Prepayments . All amounts required to be paid pursuant to this Section 2.12(b) shall be applied as follows:

(A)       with respect to all amounts prepaid pursuant to Section 2.12(b)(i) , to Revolving Loans and Swing Line Loans and (after all Revolving Loans and Swing Line Loans have been repaid) to provide cash collateral for the LC Exposure; and

(B)       with respect to all amounts prepaid pursuant to Section 2.12(b)(ii) , Section 2.12(b)(iii) , Section 2.12(b)(iv) and Section 2.12(b)(v) to Revolving Loans and Swing Line Loans and (after all Revolving Loans and Swing Line Loans have been repaid) to provide cash collateral for the L/C Exposure (with a corresponding permanent reduction in the Aggregate Revolving Committed Amount and Aggregate Revolving Commitments).

Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period

maturities. All prepayments under this Section 2.12(b) shall be subject to Section 2.19 , but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

(h)       The first sentence of Section 2.19 of the Credit Agreement is hereby amended to read as follows:

In the event of (a) the payment of any principal of a Eurodollar Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion or continuation of a Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow, prepay, convert or continue any Eurodollar Loan on the date specified in any applicable notice (regardless of whether such notice is withdrawn or revoked) or (d) any assignment of a Eurodollar Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 2.22(b) then, in any such event, the Borrower shall compensate each Lender, within ten (10) days after written demand from such Lender, for any loss, cost or expense attributable to such event.

As of the Second Amendment Effective Date, Schedule 4.14 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 Loan 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 Loan Party are validly issued, fully paid and non assessable.

(j)        Article IV of the Credit Agreement is hereby amended by adding a new Section 4.16 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.

(k)       Article IV of the Credit Agreement is hereby amended by adding a new Section 4.17 at the end thereof which shall read as follows:

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

(l)        Section 5.1 of the Credit Agreement is hereby amended by deleting the period after subsection (e) thereof and replacing such period with a semi-colon and by inserting new subsections (f) and (g) following subsection (e) thereof which shall read as follows:

(f)        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 Borrower 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 Borrower and its Subsidiaries; and

(g)       commencing with the Borrower’s first fiscal quarter for which the Borrower is required, and continuing for so long as the Borrower 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