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
Contract Type FiledApril 25th, 2005 Company JurisdictionTHIS 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”.