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.
Ruby Tuesday, Inc. 7⅝% Senior Notes Due 2020 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 17th, 2012 • Ruby Tuesday Inc • Retail-eating places • New York
Ruby Tuesday, Inc., a Georgia corporation (the “Company”), proposes to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the initial purchasers (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated as of May 7, 2012 (the “Purchase Agreement”), $250,000,000 aggregate principal amount of its 7⅝% Senior Notes Due 2020 (the “Initial Securities”) to be unconditionally guaranteed by the guarantors party hereto (the “Guarantors”). The Initial Securities will be issued pursuant to an indenture, dated as of the date hereof (the “Indenture”), among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”). As an inducement to the Initial Purchasers to purchase the Initial Securities, the Company agrees with the Initial Purchasers, for the benefit of the holders of the Initial Securities (including, without limitation, the Initial Purchasers), the Exchange Securities (as de
SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT AND WAIVERRevolving Credit Agreement • May 17th, 2012 • Ruby Tuesday Inc • Retail-eating places • Georgia
THIS SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT AND WAIVER, dated as of May 14, 2012 (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 17th, 2012 • Ruby Tuesday Inc • Retail-eating places • Georgia
THIS PLEDGE AGREEMENT dated as of May 14, 2012 (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 (a “Pledge Supplement”) and made a part hereof (individually a “Pledgor”, and collectively the “Pledgors”) and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).
