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
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
OFOperating Agreement • March 15th, 1996 • Morrison Restaurants Inc/ • Retail-eating places • Georgia
RECITALSLicense Agreement • March 15th, 1996 • Morrison Restaurants Inc/ • Retail-eating places • Georgia
RECITALS:Employment Agreement • January 19th, 2000 • Ruby Tuesday Inc • Retail-eating places • Tennessee
RUBY TUESDAY, INC. 10,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 28th, 2009 • Ruby Tuesday Inc • Retail-eating places • New York
March 13, 1996Supply Agreement • March 15th, 1996 • Morrison Restaurants Inc/ • Retail-eating places
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 Control Agreement • March 15th, 1996 • Morrison Restaurants Inc/ • Retail-eating places • Georgia
amongRevolving Credit Agreement • October 18th, 2000 • Ruby Tuesday Inc • Retail-eating places • Georgia
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 1 ("Amendment") to Agreement and Plan of Merger dated as of October 4, 2000, is made as of November 20, 2000, by and among Ruby Tuesday, Inc., a Georgia corporation (the "Parent"),...Agreement and Plan of Merger • December 5th, 2000 • Ruby Tuesday Inc • Retail-eating places • Washington
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
amongMaster Agreement • October 18th, 2000 • Ruby Tuesday Inc • Retail-eating places • Georgia
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
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.
AMENDED AND RESTATED LOAN FACILITY AGREEMENT AND GUARANTY by and among RUBY TUESDAY, INC., SUNTRUST BANK, as ServicerLoan Facility Agreement • October 18th, 2000 • Ruby Tuesday Inc • Retail-eating places • Georgia
AGREEMENT AND PLAN OF MERGER OF RUBY TUESDAY, INC. WITH AND INTO RUBY TUESDAY (GEORGIA), INC.Articles of Merger • 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
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...Revolving Credit Agreement • March 5th, 2007 • 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”).
AGREEMENT AND PLAN OF MERGER dated as of October 16, 2017 among RUBY TUESDAY, INC., RTI HOLDING COMPANY, LLC, and RTI MERGER SUB, LLCMerger Agreement • 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:Tax Allocation and Indemnification Agreement • March 15th, 1996 • Morrison Restaurants Inc/ • Retail-eating places • Georgia
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...Merger Agreement • October 18th, 2000 • Ruby Tuesday Inc • Retail-eating places • Delaware
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”).
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...Revolving Credit 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”).
FIRST AMENDMENT TO THE RUBY TUESDAY, INC. DEFERRED COMPENSATION PLAN TRUST AGREEMENT THIS FIRST AMENDMENT is made as of the 10th day of June, 2002, by and between RUBY TUESDAY, INC., a corporation organized and existing under the laws of the State of...Deferred Compensation Plan Trust Agreement • August 29th, 2002 • Ruby Tuesday Inc • Retail-eating places
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.
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
amongMaster Agreement • August 31st, 2001 • Ruby Tuesday Inc • Retail-eating places • Georgia
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. Deferred Compensation Plan Trust Agreement WHEREAS, Employer maintains the Ruby Tuesday, Inc. Deferred Compensation Plan (the "Plan"), which was established by indenture dated December 18, 1989, to provide benefits in the form of...Deferred Compensation Plan Trust Agreement • August 31st, 2001 • Ruby Tuesday Inc • Retail-eating places
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 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”).
RUBY TUESDAY, INC. SERVICE-BASED RESTRICTED STOCK AWARDService-Based Restricted 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”).
MASTER AGREEMENTMaster Agreement • August 30th, 1999 • Ruby Tuesday Inc • Retail-eating places • Georgia
RUBY TUESDAY, INC. MAKE-WHOLE AWARDMake-Whole Award • August 5th, 2013 • Ruby Tuesday Inc • Retail-eating places • Georgia
THIS MAKE-WHOLE AWARD (the “Make-Whole 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.
RUBY TUESDAY, INC. INDUCEMENT AND HIGH-PERFORMANCE AWARDInducement and High-Performance Award • August 5th, 2013 • Ruby Tuesday Inc • 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.
