0000068270-03-000033 Sample Contracts

TERMINATION OF PARTNER AGREEMENT
Termination Of • August 15th, 2003 • Ruby Tuesday Inc • Retail-eating places

THIS TERMINATION of Partner Agreement (“Termination”) is made as of the 3rd day of June, 2003, by and between Ruby Tuesday, Inc., a Georgia corporation (the “Company” or “RTI”), and Mark S. Ingram, an individual (“Partner”), with respect to that certain Partner Agreement dated June 5, 2002 between Company and Partner (the “Agreement”).

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SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN FACILITY AGREEMENT AND GUARANTY
Loan Facility Agreement and Guaranty • August 15th, 2003 • Ruby Tuesday Inc • Retail-eating places • Georgia

THIS SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN FACILITY AGREEMENT AND GUARANTY (this “Sixth Amendment”) dated as of April 30 2003, by and among RUBY TUESDAY, INC., a Georgia corporation (the “Sponsor”), each of the financial institutions listed on the signature pages hereto (the “Participants”), SUNTRUST BANK, in its capacity as the existing Servicer for the Participants under the Loan Facility Agreement (as hereinafter defined) (in such capacity the “Existing Servicer”) and as Co-Syndication Agent, and BANK OF AMERICA, N.A., in its capacity as the successor Servicer and as administrative agent for the Participants under the Loan Facility Agreement (the “Successor Servicer”).

MORRISON RESTAURANTS INC. RETIREMENT PLAN
Plan • August 15th, 2003 • Ruby Tuesday Inc • Retail-eating places

Joint and Survivor and Contingent Annuitant Factors shall be as determined by the following formulas for Employees retiring at age 65.

SECOND AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
Revolving Credit and Term Loan Agreement • August 15th, 2003 • Ruby Tuesday Inc • Retail-eating places • Georgia

THIS SECOND AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Second Amendment”) dated as of April 30 2003, by and among RUBY TUESDAY, INC., a Georgia corporation (the “Borrower”), each of the financial institutions listed on the signature pages hereto (the “Lenders”), SUNTRUST BANK, in its capacity as the existing administrative agent for the Lenders under the Loan Agreement (as hereinafter defined) (in such capacity the “Existing Administrative Agent”) and in its capacity as Syndication Agent, and BANK OF AMERICA, N.A., in its capacity as the successor administrative agent for the Lenders under the Loan Agreement (the “Successor Administrative Agent”).

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