WAIVER AGREEMENT TO NOTE PURCHASE AGREEMENT

RUBY TUESDAY, INC.

WAIVER AGREEMENT

Dated as of March 4, 2008

to

NOTE PURCHASE AGREEMENT

Dated as of April 1, 2003

Re:

$85,000,000 4.69% Amended and Restated Senior Notes, Series A, due April 1, 2010

$65,000,000 5.42% Amended and Restated Senior Notes, Series B, due April 1, 2013

WAIVER AGREEMENT TO NOTE PURCHASE AGREEMENT

THIS WAIVER AGREEMENT dated as of March 4, 2008 (the or this “ Waiver ”) 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 ”):

RECITALS:

A.        The Company and each of the Purchasers (as defined in the hereinafter defined Note Purchase Agreement) heretofore entered into that certain Note Purchase Agreement dated as of April 1, 2003 (as amended by that certain First Amendment dated as of October 1, 2003 and that certain Second Amendment dated as of November 30, 2007, collectively, the “ Note Purchase Agreement ”). Pursuant to the Note Purchase Agreement, the Company issued and presently has outstanding (i) $85,000,000 aggregate principal amount of its 4.69% Amended and Restated Senior Notes, Series A, due April 1, 2010 (the “ Series A Notes ”) and (ii) $65,000,000 aggregate principal amount of its 5.42% Amended and Restated Senior Notes, Series B, due April 1, 2013 (the “ Series B Notes ”; said Series B Notes together with the Series A Notes are hereinafter collectively referred to as the “ Notes ”). The Noteholders are the holders of 100% of the outstanding principal amount of the Notes.

B.        The Company has notified the Noteholders that (1) Events of Default are about to occur as a result of the Company’s inability (a) to maintain the minimum Fixed Charges Coverage Ratio for its fiscal quarter ending March 4, 2008 required by Section 10.1 of the Note Purchase Agreement and (b) to maintain the maximum Adjusted Total Debt to Consolidated EBITDAR for its fiscal quarter ending March 4, 2008 required by Section 10.2 of the Note Purchase Agreement and (2) an Event of Default may exist as a result of the Company’s inability to maintain the Consolidated Net Worth required by Section 10.3 of the Note Purchase Agreement (the “ Consolidated Net Worth Event of Default ”) during the Waiver Period (as hereinafter defined) (the Consolidated Net Worth Event of Default together with the Events of Default described in clause (1) of this Recital B being hereinafter referred to collectively as the “ Waiver Events of Default ”).

C.        The Company has requested that the Noteholders waive the Waiver Events of Default during the Waiver Period (as hereinafter defined).

D.        Capitalized terms used herein shall have the respective meanings ascribed thereto in the Note Purchase Agreement unless herein defined or the context shall otherwise require.

E.        All requirements of law have been fully complied with and all other acts and things necessary to make this Waiver a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

N OW , THEREFORE , upon the full and complete satisfaction of the conditions precedent to the effectiveness of this Waiver set forth in Section 3.1 hereof, and in consideration of good and

valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

1.1.      Subject to the terms and conditions of this Waiver, the Noteholders agree to waive the Waiver Events of Default during the period (the “ Waiver Period ”), whether the Consolidated Net Worth Event of Default exists on the dated of this Waiver or arises at some other point during the Waiver Period, beginning on the date of this Waiver and ending on the earlier to occur of (a) the occurrence of any Event of Default other than the Waiver Events of Default and (b) April 18, 2008. Other than the Waiver Events of Default for the Waiver Period, the Noteholders have not waived, are not by this Waiver waiving, and have made no commitment to waive, any Events of Default that may occur after the date hereof. The Noteholders reserve the right, in their discretion, to exercise any or all of their rights and remedies under the Note Purchase Agreement as a result of the Waiver Events of Default at the expiration of the Waiver Period and the Noteholders further reserve the right, at any time, in their discretion, to exercise any or all of their rights and remedies under the Note Purchase Agreement as a result of any Event of Default other than the Waiver Events of Default.

1.2.      As consideration for the waiver set forth in Section 1.1, the Company acknowledges that it has not, and agrees that at no time will it, secure any Debt outstanding under the Bank Credit Agreement or the Loan Facility Agreement (as hereinafter defined) unless the Debt in respect of the Notes is concurrently equally and ratably secured pursuant to an agreement or agreements in form and substance satisfactory to the Required Holders. The Company further agrees that any failure by the Company to comply with the terms of the immediately preceding sentence shall constitute an immediate Event of Default under Section 11 of the Note Purchase Agreement.

1.3.      As further consideration for the waiver set forth in Section 1.1, the Company agrees that it will not, and will not permit any of its Restricted Subsidiaries to, declare or make, or incur any liability to declare or make, any Distribution (as hereinafter defined) in respect of the Company or any Restricted Subsidiary (other than on account of capital stock or other equity interests of a Restricted Subsidiary owned legally and beneficially by the Company or a Wholly-Owned Restricted Subsidiary), including, without limitation, any Distribution resulting in the acquisition by the Company of Securities which would constitute treasury stock. The Company further agrees that any failure by the Company to comply with the terms of the immediately preceding sentence shall constitute an immediate Event of Default under Section 11 of the Note Purchase Agreement. For purposes of this Section 1.3, the term “ Distribution ” shall mean, in respect of any corporation, association or other business entity (a) dividends or other distributions or payments on capital stock or other equity interest of such corporation, association or other business entity (except distributions in such stock or other equity interest) and (b) the redemption or acquisition of such stock or other equity interests or of warrants, rights or other options to purchase such stock or other equity interests (except when solely in exchange for such stock or other equity interests) unless made, contemporaneously from the net proceeds of a sale of such stock or other equity interests.

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2.1.      To induce the Noteholders to execute and deliver this Waiver (which representations shall survive the execution and delivery of this Waiver), the Company represents and warrants to the Noteholders that:

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