RUBY TUESDAY, INC. $85,000,000 8.19% Amended and Restated Senior Secured Notes, Series A, due April 1, 2010 $65,000,000 8.92% Amended and Restated Senior Secured Notes, Series B, due April 1, 2013 AMENDED AND RESTATED NOTE PURCHASE AGREEMENT Dated as...Note Purchase Agreement • May 22nd, 2008 • Ruby Tuesday Inc • Retail-eating places • Illinois
Reference is hereby made to that certain Note Purchase Agreement dated as of April 1, 2003 (the “Original Note Purchase Agreement”) between Ruby Tuesday, Inc., a Georgia corporation (the “Company”), and each of the institutional investors named in Schedule A attached thereto, under and pursuant to which the Company issued (a) $85,000,000 original aggregate principal amount of its 4.69% Senior Notes, Series A, due April 1, 2010 (the “Original Series A Notes”) and (b) $65,000,000 original aggregate principal amount of its 5.42% Senior Notes, Series B, due April 1, 2013 (the “Original Series B Notes”). The Original Series A Notes and the Original Series B Notes are collectively referred to herein as the “Original Notes.” Certain capitalized terms used in this Agreement are defined in Schedule B; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT Dated as of May 21, 2008 By and Among BANK OF AMERICA, N.A., as Collateral Agent And BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT FOR THE REVOLVING CREDIT FACILITY ON BEHALF OF THE REVOLVING CREDIT...Intercreditor and Collateral Agency Agreement • May 22nd, 2008 • Ruby Tuesday Inc • Retail-eating places
SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • May 22nd, 2008 • Ruby Tuesday Inc • Retail-eating places • Georgia
THIS SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of May 21, 2008 (the “Agreement”) is entered into among Ruby Tuesday, Inc., a Georgia corporation (the “Borrower”), the Lenders party hereto and Bank of America, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
PLEDGE AGREEMENTPledge Agreement • May 22nd, 2008 • Ruby Tuesday Inc • Retail-eating places • Georgia
THIS PLEDGE AGREEMENT dated as of May 21, 2008 (as amended, modified, restated or supplemented from time to time, the “Pledge Agreement”) is by and among the parties identified as “Pledgors” on the signature pages hereto and such other parties as may become Pledgors hereunder after the date hereof by executing a Pledge Supplement Agreement in the form attached hereto as Schedule I and made a part hereof (individually a “Pledgor”, and collectively the “Pledgors”) and Bank of America, N.A., as collateral agent under the Intercreditor Agreement (defined below) (in such capacity, the “Collateral Agent”) for the Secured Creditors (defined below).
FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN FACILITY AGREEMENT AND GUARANTYLoan Facility Agreement and Guaranty • May 22nd, 2008 • Ruby Tuesday Inc • Retail-eating places • Georgia
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN FACILITY AGREEMENT AND GUARANTY dated as of May 21, 2008 (the “Agreement”) is entered into among Ruby Tuesday, Inc., a Georgia corporation (the “Sponsor”), the Guarantors, the Participants party hereto and Bank of America, N.A., as servicer and agent for the Participants (in such capacity, the “Servicer”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Loan Facility Agreement (as defined below).
