FORM OF VOTING AGREEMENTForm of Voting Agreement • December 23rd, 2009 • Ruths Hospitality Group, Inc. • Retail-eating places • Delaware
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 22, 2009, by and among Bruckmann, Rosser, Sherrill & Co. III, L.P., a Delaware limited partnership (the “Fund”), BRS Coinvestor III, L.P., a Delaware limited partnership (the “Co-Invest Fund”, and together with the Fund, the “Investors”), Ruth’s Hospitality Group, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder of the Company (the “Stockholder”).
AMENDED AND RESTATED MDP REGISTRATION AGREEMENTMDP Registration Agreement • December 23rd, 2009 • Ruths Hospitality Group, Inc. • Retail-eating places • Illinois
This AMENDED AND RESTATED MDP REGISTRATION AGREEMENT (this “Agreement”), dated as of December 22, 2009, is by and among Madison Dearborn Capital Partners III, L.P., a Delaware limited partnership (“MDCP”), Madison Dearborn Special Equity III, L.P., a Delaware limited partnership (“MDSE”), Special Advisors Fund I, LLC, a Delaware limited liability company (“SAF” and, together with MDCP and MDSE, the “Investors”), and Ruth’s Hospitality Group, Inc., a Delaware corporation (the “Company”).
RUTH’S HOSPITALITY GROUP, INC. (F/K/A/ RUTH’S CHRIS STEAK HOUSE, INC.) SECOND AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED WAIVERCredit Agreement • December 23rd, 2009 • Ruths Hospitality Group, Inc. • Retail-eating places • New York
This SECOND AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED WAIVER (this “Amendment”) is dated as of December , 2009 and entered into by and among RUTH’S HOSPITALITY GROUP, INC. (f/k/a/ Ruth’s Chris Steak House, Inc.), a Delaware corporation (“Company”), the financial institutions from time to time party to the Credit Agreement referred to below (“Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for Lenders (“Administrative Agent”), and, for purposes of Section 5 hereof, the Guarantors (as defined in Section 5 hereof) listed on the signature pages hereof, and is made with reference to that certain First Amended and Restated Credit Agreement dated as of February 19, 2008, as amended by that certain First Amendment to First Amended and Restated Credit Agreement dated as of February 26, 2009 (as so amended, the “Credit Agreement”), by and among Company, Lenders, Banc of America Securities LLC, as a co-lead arranger, Bank of America, N.A., as
