AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made as of the 4th day of October, 2000, by and among RUBY TUESDAY, INC., a Georgia corporation (the "Parent"), TIA'S, LLC, a Delaware limited liability company (the...Agreement and Plan of Merger • October 18th, 2000 • Ruby Tuesday Inc • Retail-eating places • Delaware
EXHIBIT 10.38 INDEMNIFICATION AGREEMENT ------------------------- This INDEMNIFICATION AGREEMENT is made and entered into on ___________________, 19___, by and between RUBY TUESDAY, INC., a Georgia corporation (the "Corporation"), and...Indemnification Agreement • March 15th, 1996 • Morrison Restaurants Inc/ • Retail-eating places • Georgia
OFOperating Agreement • March 15th, 1996 • Morrison Restaurants Inc/ • Retail-eating places • Georgia
RECITALS:Employment Agreement • January 19th, 2000 • Ruby Tuesday Inc • Retail-eating places • Tennessee
amongMaster Agreement • October 18th, 2000 • Ruby Tuesday Inc • Retail-eating places • Georgia
RUBY TUESDAY, INC. 10,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 28th, 2009 • Ruby Tuesday Inc • Retail-eating places • New York
EXHIBIT 10.23 DISTRIBUTION AGREEMENT by and among MORRISON RESTAURANTS INC. MORRISON FRESH COOKING, INC.Distribution Agreement • March 15th, 1996 • Morrison Restaurants Inc/ • Retail-eating places • Georgia
RECITALSLicense Agreement • March 15th, 1996 • Morrison Restaurants Inc/ • Retail-eating places • Georgia
Section 7.07. Reporting Covenants.................................. 53 Section 7.08. Financial Covenants.................................. 57 Section 7.09. Notices Under Certain Other Indebtedness............. 58 Section 7.10. Additional Credit...Credit Agreement • March 15th, 1996 • Morrison Restaurants Inc/ • Retail-eating places • Georgia
amongRevolving Credit Agreement • October 18th, 2000 • Ruby Tuesday Inc • Retail-eating places • Georgia
PURCHASE AGREEMENTPurchase Agreement • May 9th, 2012 • Ruby Tuesday Inc • Retail-eating places • New York
The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, the Guarantors (as defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, the Trustee and the Depositary.
AMENDMENT NO. 1 TO CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "Amendment") dated as of May 30, 1997, by and among RUBY TUESDAY, INC., a Georgia corporation, formerly known as Ruby Tuesday (Georgia), Inc. (the "Borrower"), SUNTRUST...Credit Agreement • September 3rd, 1998 • Ruby Tuesday Inc • Retail-eating places • Georgia
AGREEMENT AND PLAN OF MERGER dated as of October 16, 2017 among RUBY TUESDAY, INC., RTI HOLDING COMPANY, LLC, and RTI MERGER SUB, LLCAgreement and Plan of Merger • October 16th, 2017 • Ruby Tuesday Inc • Retail-eating places • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 16, 2017 among Ruby Tuesday, Inc., a Georgia corporation (the “Company”), RTI Holding Company, LLC, a Delaware limited liability company (“Parent”), and RTI Merger Sub, LLC, a Georgia limited liability company and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
WITNESSETH:Allocation and Indemnification Agreement • March 15th, 1996 • Morrison Restaurants Inc/ • Retail-eating places • Georgia
RUBY TUESDAY, INC. as the Company and as Trustee Senior Indenture Dated as of , 20Senior Indenture • June 25th, 2009 • Ruby Tuesday Inc • Retail-eating places • New York
WHEREAS, the Company has duly authorized the issue from time to time of its senior debentures, notes or other evidences of indebtedness to be issued in one or more series (the “Securities”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture and to provide, among other things, for the authentication, delivery and administration thereof, the Company has duly authorized the execution and delivery of this Indenture; and
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN FACILITY AGREEMENT AND GUARANTY THIS FIRST AMENDMENT TO LOAN FACILITY AGREEMENT AND GUARANTY (this "First Amendment") dated as of February 28, 2001, by and between RUBY TUESDAY, INC., a Georgia corporation...Loan Facility Agreement and Guaranty • October 16th, 2002 • Ruby Tuesday Inc • Retail-eating places • Georgia
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of November 19, 2004 among RUBY TUESDAY, INC., as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO and BANK OF AMERICA, N.A., as Administrative Agent, Issuing Bank and Swingline LenderRevolving Credit Agreement • November 24th, 2004 • Ruby Tuesday Inc • Retail-eating places • Georgia
THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of November 19, 2004, by and among RUBY TUESDAY, INC., a Georgia corporation (the “Borrower”), the several banks and other financial institutions from time to time party hereto (the “Lenders”) and BANK OF AMERICA, N.A., in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”), as Issuing Bank (the “Issuing Bank”), and as Swingline Lender (the “Swingline Lender”).
RUBY TUESDAY, INC. RESTRICTED STOCK AWARDRestricted Stock Award • August 29th, 2011 • Ruby Tuesday Inc • Retail-eating places • Georgia
This RESTRICTED STOCK AWARD (the “Restricted Stock Award” or “Award”) is made and entered into as of the ______of ______, ____ by and between Ruby Tuesday, Inc. (the “Company”), a Georgia corporation, and _____________ (the “Employee”).
RUBY TUESDAY, INC., as Company the Guarantors party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 14, 2012 7⅝% Senior Notes Due 2020Indenture • May 17th, 2012 • Ruby Tuesday Inc • Retail-eating places • New York
INDENTURE, dated as of May 14, 2012, between Ruby Tuesday, Inc., a Georgia corporation, as the Company, the Guarantors party hereto and Wells Fargo Bank, National Association, a national banking association, as Trustee.
EXHIBIT 10.39 CHANGE OF CONTROL AGREEMENT --------------------------- AGREEMENT by and between RUBY TUESDAY, INC., a Georgia corporation (the "Company"), and _____________________________ (the "Executive"), dated as of the ______ day of...Change Of • March 15th, 1996 • Morrison Restaurants Inc/ • Retail-eating places • Georgia
RUBY TUESDAY, INC. INDUCEMENT AND HIGH-PERFORMANCE AWARDRuby Tuesday Inc • August 5th, 2013 • Retail-eating places • Georgia
THIS INDUCEMENT AND HIGH-PERFORMANCE AWARD (the “Inducement and High-Performance Award” or “Award”) is made and entered into as of December 3, 2012 (the “Grant Date”) by and between Ruby Tuesday, Inc. (the “Company”), a Georgia corporation, and James J. Buettgen (“Employee”). Upon and subject to the Terms and Conditions attached hereto and incorporated herein by reference, the Company hereby awards as of the Grant Date to Employee a non-qualified stock option (the “Option”), as described below, to purchase the Option Shares and the Restricted Shares, as described below.
PURCHASE AGREEMENT This Purchase Agreement (the "Agreement") is made as of the 7th day of May, 1998, between RUBY TUESDAY, INC., a Georgia corporation, whose address is 4721 Morrison Drive, Mobile, Alabama 36609-3350 (herein "Seller"), and RT WEST...Purchase Agreement • September 3rd, 1998 • Ruby Tuesday Inc • Retail-eating places • Georgia
RUBY TUESDAY, INC. SERVICE-BASED RESTRICTED STOCK AWARDRestricted Stock Award • June 25th, 2013 • Ruby Tuesday Inc • Retail-eating places • Georgia
This SERVICE-BASED RESTRICTED STOCK AWARD (the “Restricted Stock Award” or “Award”) is made and entered into as of the __ day of ______ by and between Ruby Tuesday, Inc. (the “Company”), a Georgia corporation, and ______ (the “Employee”).
AGREEMENTAgreement • July 1st, 2011 • Ruby Tuesday Inc • Retail-eating places • Georgia
This Agreement, dated as of June 30, 2011, is by and among Ruby Tuesday, Inc., a Georgia corporation (the “Company”), and Steven R. Becker, an individual resident of Texas (“Becker”), Matthew A. Drapkin, an individual resident of New York (“Drapkin”), Becker Drapkin Partners (QP), L.P., a Texas limited partnership, Becker Drapkin Partners, L.P., a Texas limited partnership, BD Partners III, L.P., a Texas limited partnership, Becker Drapkin Management, L.P., a Texas limited partnership, and BC Advisors, LLC, a Texas limited liability company (collectively with Becker and Drapkin, the “Shareholder Group”).
RUBY TUESDAY, INC. RESTRICTED STOCK AWARDRestricted Stock Award • October 11th, 2012 • Ruby Tuesday Inc • Retail-eating places • Georgia
This RESTRICTED STOCK AWARD (the “Award”) is made and entered into as of the ___ day of October, 2012 by and between Ruby Tuesday, Inc. (the “Company”), a Georgia corporation, and _________________________ (the “Director”).
RUBY TUESDAY, INC. SERVICE STOCK AWARDService Stock Award • July 27th, 2010 • Ruby Tuesday Inc • Retail-eating places • Georgia
This SERVICE STOCK AWARD (the “Award”) is made and entered into as of the ____ day of _______, 2010 by and between Ruby Tuesday, Inc. (the “Company”), a Georgia corporation, and _______________ (the “Employee”).
MASTER AGREEMENTMaster Agreement • August 30th, 1999 • Ruby Tuesday Inc • Retail-eating places • Georgia
RUBY TUESDAY, INC. PERFORMANCE-BASED RESTRICTED STOCK AWARDRestricted Stock Award • October 11th, 2012 • Ruby Tuesday Inc • Retail-eating places • Georgia
This PERFORMANCE-BASED RESTRICTED STOCK AWARD (the “Restricted Stock Award” or “Award”) is made and entered into as of the __ day of _____, ___ by and between Ruby Tuesday, Inc. (the “Company”), a Georgia corporation, and _______ (the “Employee”).
RUBY TUESDAY, INC. INITIAL AWARDInitial Award • August 5th, 2013 • Ruby Tuesday Inc • Retail-eating places • Georgia
THIS INITIAL AWARD (the “Initial Award” or “Award”) is made and entered into as of December 3, 2012 (the “Grant Date”) by and between Ruby Tuesday, Inc. (the “Company”), a Georgia corporation, and James J. Buettgen (“Employee”). Upon and subject to the Terms and Conditions attached hereto and incorporated herein by reference, the Company hereby awards as of the Grant Date to Employee Service-Based Restricted Shares and Performance-Based Restricted Shares as described below.
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of February 28, 2007 among RUBY TUESDAY, INC., as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO BANK OF AMERICA, N.A., as Administrative Agent, Issuing Bank and Swingline Lender, WACHOVIA...Subsidiary Guaranty Agreement • October 13th, 2009 • Ruby Tuesday Inc • Retail-eating places • Georgia
THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of February 28, 2007, by and among RUBY TUESDAY, INC., a Georgia corporation (the “Borrower”), the several banks and other financial institutions from time to time party hereto (the “Lenders”) and BANK OF AMERICA, N.A., in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”), as Issuing Bank (the “Issuing Bank”), and as Swingline Lender (the “Swingline Lender”).
PURCHASE AGREEMENT This Purchase Agreement (the "Agreement") is made as of the 2nd day of July, 1997, between RUBY TUESDAY, INC., a Georgia corporation, whose address is 4721 Morrison Drive, Mobile, Alabama 36609-3350 (herein "Seller"), and RT SOUTH...Purchase Agreement • August 26th, 1997 • Ruby Tuesday Inc • Retail-eating places • Florida
AMENDED AND RESTATED LOAN FACILITY AGREEMENT AND GUARANTY by and among RUBY TUESDAY, INC., BANK OF AMERICA, N.A., as Servicer AMSOUTH BANK, as Documentation Agent SUNTRUST BANK, as Co-Syndication Agent WACHOVIA BANK N.A., as Co-Syndication Agent and...Loan Facility Agreement and Guaranty • October 13th, 2009 • Ruby Tuesday Inc • Retail-eating places • Georgia
THIS AMENDED AND RESTATED LOAN FACILITY AGREEMENT AND GUARANTY (the “Agreement”) made as of this 19th day of November, 2004 by and among RUBY TUESDAY, INC., a Georgia corporation having its principal place of business and chief executive office at 150 W. Church Avenue, Maryville, Tennessee 37801 (“Sponsor”), BANK OF AMERICA, N.A. (“Bank of America”) and each of the other lending institutions listed on the signature pages hereto (Bank of America, such lenders, together with any assignees thereof becoming “Participants” pursuant to the terms of this Agreement, the “Participants”), BANK OF AMERICA, N.A., a national banking association as Servicer and agent for the Participants (in such capacity, the “Servicer”), AMSOUTH BANK as Documentation Agent for the Participants (in such capacity, the “Documentation Agent”), and SUNTRUST BANK and WACHOVIA BANK N.A., both as Co-Syndication Agent for the Participants (in such capacity, the “Co-Syndication Agents”).
Ruby Tuesday, Inc. 7⅝% Senior Notes Due 2020 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 17th, 2012 • Ruby Tuesday Inc • Retail-eating places • New York
Ruby Tuesday, Inc., a Georgia corporation (the “Company”), proposes to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the initial purchasers (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated as of May 7, 2012 (the “Purchase Agreement”), $250,000,000 aggregate principal amount of its 7⅝% Senior Notes Due 2020 (the “Initial Securities”) to be unconditionally guaranteed by the guarantors party hereto (the “Guarantors”). The Initial Securities will be issued pursuant to an indenture, dated as of the date hereof (the “Indenture”), among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”). As an inducement to the Initial Purchasers to purchase the Initial Securities, the Company agrees with the Initial Purchasers, for the benefit of the holders of the Initial Securities (including, without limitation, the Initial Purchasers), the Exchange Securities (as de
LENDER COMMITMENT AGREEMENTLender Commitment Agreement • July 21st, 2011 • Ruby Tuesday Inc • Retail-eating places • Georgia
THIS LENDER COMMITMENT AGREEMENT (this “Agreement”) dated as of July 19, 2011 is among RUBY TUESDAY, INC., a Georgia corporation (the “Borrower”), the Guarantors, U.S. BANK NATIONAL ASSOCIATION (the “Applicable Lender”) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).
amongMaster Agreement • August 31st, 2001 • Ruby Tuesday Inc • Retail-eating places • Georgia
