ARTICLE I DEFINITIONS .................................................................... 1 SECTION 1.1 Definitions............................................................ 1 SECTION 1.2...Credit Agreement • April 9th, 1997 • Rare Hospitality International Inc • Retail-eating places • North Carolina
WITNESSETH:Employment Agreement • March 30th, 1998 • Rare Hospitality International Inc • Retail-eating places • Georgia
1 EXHIBIT 10(a) SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENT THIS SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this "Second Amendment") is made and entered into as of this 4th day of November, 1999 by and among RARE HOSPITALITY INTERNATIONAL,...Credit Agreement • May 16th, 2000 • Rare Hospitality International Inc • Retail-eating places • North Carolina
FORM OF RARE HOSPITALITY INTERNATIONAL, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • November 9th, 2000 • Rare Hospitality International Inc • Retail-eating places • Georgia
2,000,000 Shares(1) Common Stock (No par value per share)Underwriting Agreement • February 9th, 2001 • Rare Hospitality International Inc • Retail-eating places • Georgia
1 EXHIBIT 10.1 AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 26, 1998,Credit Agreement • November 12th, 1998 • Rare Hospitality International Inc • Retail-eating places • North Carolina
Exhibit 10(b) FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment") is made and entered into as of this 31st day of December, 1998 by and among RARE HOSPITALITY INTERNATIONAL, INC., a corporation...Credit Agreement • March 29th, 1999 • Rare Hospitality International Inc • Retail-eating places • North Carolina
1 EXHIBIT 10(d) PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (as amended, restated, supplemented, or otherwise modified, the "Pledge Agreement"), dated as of August 26, 1998, is made by RARE HOSPITALITY INTERNATIONAL, INC., a corporation organized under the...Pledge Agreement • March 23rd, 2000 • Rare Hospitality International Inc • Retail-eating places • North Carolina
1 EXHIBIT 10(b) CREDIT AGREEMENT dated as of December 18, 1996Credit Agreement • March 31st, 1997 • Rare Hospitality International Inc • Retail-eating places • North Carolina
WITNESSETH:Employment Agreement • February 15th, 2005 • Rare Hospitality International Inc • Retail-eating places • Georgia
WITNESSETH:Employment Agreement • May 13th, 1998 • Rare Hospitality International Inc • Retail-eating places • Georgia
WITNESSETH:Employment Agreement • March 29th, 1999 • Rare Hospitality International Inc • Retail-eating places • Georgia
EXHIBIT 10(b) THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Third Amendment") is made and entered into as of this 3rd day of March, 2000 by and among RARE HOSPITALITY INTERNATIONAL, INC., a corporation organized...Credit Agreement • May 16th, 2000 • Rare Hospitality International Inc • Retail-eating places • North Carolina
1 EXHIBIT 10 (c) SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENT THIS SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this "Second Amendment") is made and entered into as of this 4th day of November, 1999 by and among RARE HOSPITALITY INTERNATIONAL,...Credit Agreement • March 23rd, 2000 • Rare Hospitality International Inc • Retail-eating places • North Carolina
EMPLOYMENT AGREEMENTEmployment Agreement • August 13th, 2003 • Rare Hospitality International Inc • Retail-eating places • Georgia
THIS AGREEMENT, made and entered into as of the _____ day of _________, 2001, by and between RARE HOSPITALITY MANAGEMENT, INC., a Delaware corporation (hereinafter referred to as the "Company"), and DAVID C. GEORGE, a resident of the State of Georgia (hereinafter referred to as the "Executive");
EXHIBIT 10(c) SECOND AMENDMENT TO LINE OF CREDIT AGREEMENT THIS SECOND AMENDMENT TO LINE OF CREDIT AGREEMENT (this "Second Amendment") is made and entered into as of this 27th day of March, 1998 by and among RARE HOSPITALITY INTERNATIONAL, INC....Line of Credit Agreement • March 30th, 1998 • Rare Hospitality International Inc • Retail-eating places • North Carolina
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 28th, 2001 • Rare Hospitality International Inc • Retail-eating places • North Carolina
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Fourth Amendment") is made and entered into as of this 7th day of November, 2000 by and among RARE HOSPITALITY INTERNATIONAL, INC., a corporation organized under the laws of Georgia (the "Borrower"), the Lenders who are or may become a party to the Credit Agreement referred to below, FIRST UNION NATIONAL BANK, as Administrative Agent for the Lenders (the "Administrative Agent") and FLEET NATIONAL BANK (on behalf of itself and as successor to BankBoston, N.A.), as Co-Agent (the "Co-Agent").
AGREEMENT AND PLAN OF MERGER Dated as of August 16, 2007 among DARDEN RESTAURANTS, INC. SURF & TURF MERGER CORP. and RARE HOSPITALITY INTERNATIONAL, INC.Merger Agreement • August 17th, 2007 • Rare Hospitality International Inc • Retail-eating places • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 16, 2007, by and among Darden Restaurants, Inc., a Florida corporation (“Parent”), Surf & Turf Merger Corp., a Georgia corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and RARE Hospitality International Inc., a Georgia corporation (the “Company”).
EXHIBIT 10(f) SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment") is made and entered into as of this 27th day of March, 1998 by and among RARE HOSPITALITY INTERNATIONAL, INC. (formerly known as...Credit Agreement • March 30th, 1998 • Rare Hospitality International Inc • Retail-eating places • North Carolina
EMPLOYMENT AGREEMENTEmployment Agreement • August 13th, 2003 • Rare Hospitality International Inc • Retail-eating places • Georgia
THIS AGREEMENT, made and entered into as of the 1st day of October 2002, by and between BUGABOO CREEK HOLDINGS, INC., a Delaware corporation (hereinafter referred to as the “Company”), and DENNIS PEDRA, a resident of the State of Massachusetts (hereinafter referred to as the “Executive”);
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 28th, 2001 • Rare Hospitality International Inc • Retail-eating places • North Carolina
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Third Amendment") is made and entered into as of this 3rd day of March, 2000 by and among RARE HOSPITALITY INTERNATIONAL, INC., a corporation organized under the laws of Georgia (the "Borrower"), the Lenders who are or may become a party to the Credit Agreement referred to below, FIRST UNION NATIONAL, as Administrative Agent for the Lenders (the "Administrative Agent) and BANKBOSTON, N.A. and FLEET NATIONAL BANK, as Co-Agents (collectively, the "Co-Agents").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 24th, 2006 • Rare Hospitality International Inc • Retail-eating places • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement” ) is made and entered into as of November 22, 2006 between RARE Hospitality International, Inc., a Georgia corporation (the “Company”) and the several initial purchasers (the “Initial Purchasers”) named in Schedule A to the Purchase Agreement (as defined below), for whom Wachovia Capital Markets, LLC is acting as representative (the “Representative”).
1 EXHIBIT 99.1Shareholder Protection Rights Agreement • November 6th, 1997 • Rare Hospitality International Inc • Retail-eating places • Georgia
EMPLOYMENT AGREEMENTEmployment Agreement • August 13th, 2003 • Rare Hospitality International Inc • Retail-eating places • Georgia
THIS AGREEMENT, made and entered into as of the 28th day of April, 2003, by and between RARE HOSPITALITY MANAGEMENT, INC., a Delaware corporation (hereinafter referred to as the "Company"), and EUGENE I. LEE, JR., a resident of the State of Georgia (hereinafter referred to as the "Executive");
FIRST AMENDMENT OF EMPLOYMENT AGREEMENTEmployment Agreement • November 2nd, 2004 • Rare Hospitality International Inc • Retail-eating places
THIS FIRST AMENDMENT, made and entered into as of the 27th day of October, 2004, by and between RARE HOSPITALITY MANAGEMENT, INC., a Delaware corporation (hereinafter referred to as the “Company”), and W. DOUGLAS BENN, a resident of the State of Georgia (hereinafter referred to as the “Executive”);
THIRD AMENDMENT OF EMPLOYMENT AGREEMENTEmployment Agreement • November 2nd, 2006 • Rare Hospitality International Inc • Retail-eating places
THIS THIRD AMENDMENT, made and entered into as of the 27th day of October, 2006, by and between RARE HOSPITALITY MANAGEMENT, INC., a Delaware corporation (hereinafter referred to as the "Company"), and THOMAS W. GATHERS, a resident of the State of Georgia (hereinafter referred to as the "Executive");
FOURTH AMENDMENT OF EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2007 • Rare Hospitality International Inc • Retail-eating places
THIS FOURTH AMENDMENT, made and entered into as of the 15th day of December, 2006, by and between RARE HOSPITALITY MANAGEMENT, INC., a Delaware corporation (hereinafter referred to as the “Company”), and EUGENE I. LEE, JR., a resident of the State of Georgia (hereinafter referred to as the “Executive”);
SECOND AMENDMENT OF EMPLOYMENT AGREEMENTEmployment Agreement • November 4th, 2005 • Rare Hospitality International Inc • Retail-eating places
THIS SECOND AMENDMENT, made and entered into as of the 27th day of October, 2005, by and between RARE HOSPITALITY MANAGEMENT, INC., a Delaware corporation (hereinafter referred to as the "Company"), and THOMAS W. GATHERS, a resident of the State of Georgia (hereinafter referred to as the "Executive");
THIRD AMENDMENT OF EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2007 • Rare Hospitality International Inc • Retail-eating places
THIS THIRD AMENDMENT, made and entered into as of the 27th day of October, 2006, by and between RARE HOSPITALITY MANAGEMENT, INC., a Delaware corporation (hereinafter referred to as the “Company”), and THOMAS W. GATHERS, a resident of the State of Georgia (hereinafter referred to as the “Executive”);
EMPLOYMENT AGREEMENTEmployment Agreement • November 2nd, 2004 • Rare Hospitality International Inc • Retail-eating places • Georgia
THIS AGREEMENT, made and entered into as of the 27th day of October, 2004, by and between RARE HOSPITALITY MANAGEMENT, INC., a Delaware corporation (hereinafter referred to as the “Company”), RARE HOSPITALITY INTERNATIONAL, INC., a Georgia corporation (hereinafter referred to as “RARE Parent”), and DAVID C. GEORGE, a resident of the State of Georgia (hereinafter referred to as the “Executive”);
SECOND AMENDMENT OF EMPLOYMENT AGREEMENTEmployment Agreement • November 4th, 2005 • Rare Hospitality International Inc • Retail-eating places
THIS SECOND AMENDMENT, made and entered into as of the 27th day of October, 2005, by and between RARE HOSPITALITY MANAGEMENT, INC., a Delaware corporation (hereinafter referred to as the “Company”), and EUGENE I. LEE, JR., a resident of the State of Georgia (hereinafter referred to as the “Executive”);
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 22, 2005, by and among RARE HOSPITALITY INTERNATIONAL, INC., as Borrower, the Lenders referred to herein, WACHOVIA BANK, NATIONAL ASSOCIATION as Administrative Agent, Swingline Lender and...Credit Agreement • July 27th, 2005 • Rare Hospitality International Inc • Retail-eating places • North Carolina
FIRST AMENDMENT TO SHAREHOLDER PROTECTION RIGHTS AGREEMENTShareholder Protection Rights Agreement • August 17th, 2007 • Rare Hospitality International Inc • Retail-eating places • Georgia
THIS FIRST AMENDMENT TO SHAREHOLDER PROTECTION RIGHTS AGREEMENT (“Amendment”), dated as of the 16th day of August, 2007, by and between RARE HOSPITALITY INTERNATIONAL, INC., a Georgia corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A. as successor to SunTrust Bank, Atlanta (the “Rights Agent”), constitutes the First Amendment to the Shareholder Protection Rights Agreement, dated as of November 4, 1997, by and between the Company and SunTrust Bank, Atlanta (the “Rights Agreement”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Rights Agreement.
PURCHASE AGREEMENT BY AND AMONG RARE HOSPITALITY INTERNATIONAL, INC., BUGABOO CREEK ACQUISITION, LLC, AND SOLELY WITH RESPECT TO THEIR OBLIGATIONS PURSUANT TO ARTICLES X, XII AND XIII (INCLUDING SECTION 13.18), CB HOLDING CORP. AND CHARLIE BROWN’S...Purchase Agreement • March 5th, 2007 • Rare Hospitality International Inc • Retail-eating places • Georgia
PURCHASE AGREEMENT (this “Agreement”) made and entered into this 27th day of February, 2007 among RARE Hospitality International, Inc., a Georgia corporation (“RARE”), Bugaboo Creek Acquisition, LLC, a Delaware limited liability company (“Purchaser”) and solely with respect to their obligations pursuant to Articles X, XII and XIII (including Section 13.18), CB Holding Corp., a Delaware corporation (“CB Holding”) and Charlie Brown’s Acquisition Corp., a Delaware corporation (“Charlie Brown’s”).
FORM OF RARE HOSPITALITY INTERNATIONAL, Inc. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • March 12th, 2004 • Rare Hospitality International Inc • Retail-eating places • Georgia
This Stock Option Agreement ("Option Agreement") is made as of the ____ day of ______, ____ by and between RARE HOSPITALITY INTERNATIONAL, INC., a Georgia corporation (hereinafter referred to as the "Corporation"), and ___________________, a resident of the State of ________ (hereinafter referred to as the "Optionee").
