REVOLVING CREDIT AGREEMENT dated as of DECEMBER 1, 2010 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, Servicer and Swingline Lender REGIONS BANK, as...Revolving Credit Agreement • December 7th, 2010 • Ruby Tuesday Inc • Retail-eating places • Georgia
THIS REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of December 1, 2010, 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 Servicer (the “Servicer”), as Issuing Bank (the “Issuing Bank”), and as Swingline Lender (the “Swingline Lender”).
EXECUTION COPYPurchase Agreement • December 7th, 2010 • Ruby Tuesday Inc • Retail-eating places • Illinois
This First Amendment dated as of December 1, 2010 (the or this “Amendment”) to that certain Amended and Restated Note Purchase Agreement dated as of May 21, 2008 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”):
Re: (i) Amended and Restated Loan Facility Agreement and Guaranty, dated as of November 19, 2004 (as amended, amended and restated, supplemented, extended or otherwise modified from time to time, the “Loan Facility Agreement”), among Ruby Tuesday,...Ruby Tuesday Inc • December 7th, 2010 • Retail-eating places
The Sponsor has advised the Servicer that the Sponsor intends to repay in full all accrued and unpaid interest, letter of credit fees and commitment fees owing by the Sponsor under the Loan Facility Agreement and the other Operative Documents (the “Obligations”). The Sponsor and the Servicer (on behalf of the Participants) acknowledge and agree that, upon receipt by the Servicer of (a) an original or facsimile transmission of this letter, countersigned by the Sponsor, (b) the Payoff Amount (as defined below) from or on behalf of the Sponsor and (c) satisfactory evidence that all loans and letters of credit advanced by the Servicer and the Participants pursuant to the Loan Facility Agreement have been refinanced in full by the Lenders under the New Credit Agreement (clauses (a), (b) and (c) collectively, the “Payoff Conditions”), all of the Obligations shall have been paid in full, except as described in paragraph 1(b) below:
NOTICE OF DIRECTION AND TERMINATIONIntercreditor Agreement • December 7th, 2010 • Ruby Tuesday Inc • Retail-eating places
