CREDIT AGREEMENT DATED AS OF MARCH 11, 2005 AMONG RUTH’S CHRIS STEAK HOUSE, INC., as Borrower, THE LENDERS LISTED HEREIN, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative AgentCredit Agreement • April 25th, 2005 • Ruths Chris Steak House, Inc. • New York
This CREDIT AGREEMENT is dated as of March 11, 2005 and entered into by and among RUTH’S CHRIS STEAK HOUSE, INC., a Louisiana corporation (“Company”), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a “Lender” and collectively as “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as administrative agent for Lenders (in such capacity, “Administrative Agent”).
ContractCommon Stock Purchase • April 25th, 2005 • Ruths Chris Steak House, Inc. • New York
THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES THAT MAY BE PURCHASED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS COMMON STOCK PURCHASE WARRANT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION, AND THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES THAT MAY BE PURCHASED HEREUNDER MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL THAT THE PROPOSED TRANSACTION DOES NOT VIOLATE THE SECURITIES ACT OF 1933, AND APPLICABLE STATE SECURITIES LAWS.
PURCHASE AGREEMENT among RUTH U. FERTEL, INC., and THE GUARANTORS LISTED ON THE SIGNATURE PAGES HEREOF and GS MEZZANINE PARTNERS, L.P. and GS MEZZANINE PARTNERS OFFSHORE, L.P. Dated as of September 17, 1999 Relating to: $45,000,000 Aggregate Principal...Purchase Agreement • April 25th, 2005 • Ruths Chris Steak House, Inc. • New York
PURCHASE AGREEMENT, dated as of September 17, 1999 (this “Agreement”), among Ruth U. Fertel, Inc., a Louisiana corporation, together with its permitted successors and assigns, the “Company”), the Guarantors (as hereinafter defined) listed on the signature pages hereof as Guarantors, GS Mezzanine Partners, L.P., a limited partnership organized under the laws of Delaware (“GS Mezzanine”), and GS Mezzanine Partners Offshore, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“GS Mezzanine Offshore” and, collectively with GS Mezzanine, the “Purchasers”).
RUTH U. FERTEL, INC. REGISTRATION AGREEMENTRegistration Agreement • April 25th, 2005 • Ruths Chris Steak House, Inc. • Illinois
THIS AGREEMENT is made as of September 17, 1999, among Ruth U. Fertel, Inc., a Louisiana corporation (the “Company”), Madison Dearborn Capital Partners III, L.P., a Delaware limited partnership (“MDCP”), Madison Dearborn Special Equity III, L.P., a Delaware limited partnership (“MDSE”), Special Advisors Fund I, LLC, a Delaware limited liability company (“SAF”). First Union Investors, Inc., a North Carolina corporation (“First Union”), GS Mezzanine Partners, L.P., a Delaware limited partnership (“GS Mezzanine”) and GS Mezzanine Partners Offshore, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“GS Mezzanine Offshore”, and together with GS Mezzanine, “GS”) and the investors listed on the signature page hereto (the “Investors”).
SECURITIES PURCHASE AGREEMENT by and between RUTH U. FERTEL, INC. and FIRST UNION INVESTORS, INC.Securities Purchase Agreement • April 25th, 2005 • Ruths Chris Steak House, Inc. • New York
THIS SECURITIES PURCHASE AGREEMENT is dated as of September 17,1999, between RUTH U. FERTEL, INC., a Louisiana corporation (the “Company”), and FIRST UNION INVESTORS, INC., a North Carolina corporation (the “Purchaser”).
TRANSACTION AND MERGER AGREEMENT dated July 16, 1999 by and among RUTH U. FERTEL, INC. and RUF MERGER CORP. and MADISON DEARBORN CAPITAL PARTNERS III, L.P., MADISON DEARBORN SPECIAL EQUITY III, L.P., and SPECIAL ADVISORS FUND I, LLCTransaction and Merger Agreement • April 25th, 2005 • Ruths Chris Steak House, Inc. • Louisiana
THIS TRANSACTION AND MERGER AGREEMENT, dated as of July 16, 1999 (this “Agreement”), is made and entered into by and among MADISON DEARBORN CAPITAL PARTNERS III, L.P., a limited partnership formed under the laws of the State of Delaware (“MDCPIII”), MADISON DEARBORN SPECIAL EQUITY III, L.P., a limited partnership formed under the laws of the State of Delaware (“MDSE”), SPECIAL ADVISORS FUND I, LLC, a limited liability company formed under the laws of the State of Delaware (“SAF”), RUF MERGER CORP., a corporation formed under the laws of the State of Louisiana (“Merger Sub”), and RUTH U. FERTEL, INC., a corporation formed under the laws of the State of Louisiana (the “Company”). MDCPIII, MDSE and SAF are collectively referred to as the “Purchasers”.
RUTH U. FERTEL, INC. SHAREHOLDERS AGREEMENTShareholders Agreement • April 25th, 2005 • Ruths Chris Steak House, Inc. • Illinois
THIS AGREEMENT is made as of September 17, 1999, between Ruth U. Fertel, Inc., a Louisiana corporation (the “Company”), Madison Dearborn Capital Partners III, L.P., a Delaware limited partnership (“MDCP”), Madison Dearborn Special Equity III, L.P., a Delaware limited partnership (“MDSE”), Special Advisors Fund I, LLC, a Delaware limited liability company (“SAF”), First Union Investors, Inc., a North Carolina corporation (“First Union”), GS Mezzanine Partners, L.P., a Delaware limited partnership and GS Mezzanine Partners Offshore, an exempted limited partnership organized under the laws of the Cayman Island (“GS Mezzanine Offshore” and together with GS Mezzanine, “GS” and together with First Union, the “Warrantholders”) and each of the shareholders listed as Investors on the signature page hereto (the “Investors”), MDCP, MDSE, SAF, First Union, GS and the Investors are collectively referred to as the “Shareholders” and individually as a “Shareholder,” and all other capitalized terms us
LICENSE AGREEMENTLicense Agreement • April 25th, 2005 • Ruths Chris Steak House, Inc. • Louisiana
This Agreement is made and entered into this 16th day of July, 1999 by and between Ms. Ruth U. Fertel (hereinafter referred to as “Licensor”), an individual resident of the State of Louisiana, and Ruth U. Fertel, Inc. (hereinafter referred to as “Licensee” and collectively with Licensor as the “Parties”), a corporation organized and existing under the laws of the State of Louisiana.
RUTH’S CHRIS STEAK HOUSE, INC. RESTRICTED STOCK PURCHASE AGREEMENT [Date]Restricted Stock Purchase Agreement • April 25th, 2005 • Ruths Chris Steak House, Inc. • Louisiana
The Company is pleased to advise you that its Board of Directors has awarded you a grant of Restricted Stock, as provided below, under the Company’s 2004 Restricted Stock Plan (the “Plan”), a copy of which is attached hereto and incorporated herein by reference.
RUTH’S CHRIS STEAK HOUSE, INC. STOCK OPTION AGREEMENT [Issue Date]Stock Option Agreement • April 25th, 2005 • Ruths Chris Steak House, Inc. • Louisiana
The Company is pleased to advise you that its Board of Directors has granted to you a stock option (an “Option”), as provided below, under the Company’s January 2000 Stock Option Plan (the “Plan”), a copy of which is attached hereto and incorporated herein by reference.
EMPLOYMENT AGREEMENTEmployment Agreement • April 25th, 2005 • Ruths Chris Steak House, Inc. • Louisiana
THIS AGREEMENT made and entered into on October 31, 2003 between RUTH’S CHRIS STEAK HOUSE, (hereinafter referred to as the “Employer”), and GEOFF STILES, (hereinafter referred to as the “Employee”).
