Home / CompanyIntelligence / Restaurants / Ruby Tuesday, Inc.

Ruby Tuesday, Inc. ▼

Business
Financing
Legal
Loans
Miscellany
Plans

Page 0 of 0

Preview Full Doc	2000	Agreement and Plan of Merger Agreement and Plan of Merger (257K) Doc #839155: Click preview link for longer preview. AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 1 ("Amendment") to Agreement and Plan of Merger dated as of October 4, 2000, is made as of November 20, 2000, by and among Ruby Tuesday, Inc., a Georgia corporation (the "Parent"), Tia's, LLC, a Delaware limited liability company (the "Target") and Specialty Restaurant Group, LLC, a Delaware limited liability company (the "Acquiror"). WHEREAS, Parent, Target and Acquiror entered into . . . 839155	Ruby Tuesday Ruby Tuesday, Inc. ( Restaurants ) As referenced in this Agreement and Plan of Merger: Ruby Tuesday, Inc – PLAN OF MERGER This Amendment No. 1 ("Amendment") to Agreement and Plan of Merger dated as of October 4, 2000, is made as of November 20, 2000, by and among Ruby Tuesday, Inc ., a Georgia corporation (the "Parent"), Tia's, LLC, a Delaware limited liability company (the "Target") and Specialty Restaurant Group, LLC, a Delaware limited liability company (the "Acquiror"). WHEREAS, Parent, _____________ RUBY TUESDAY, INC – In all other respects, the Agreement is ratified and reaffirmed. IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment as of the date first above written. PARENT: RUBY TUESDAY, INC . By: /s/J. Russell Mothershed Name: J. Russell Mothershed Title: Senior Vice President TARGET: TIA'S, LLC By: /s/ Daniel T. Cronk Name: Daniel T. Cronk Title: Vice President _____________ RUBY TUESDAY, INC – 6687-003 MASTER AGREEMENT AND INDEMNITY REGARDING LEASES AND SUBLEASES THIS MASTER AGREEMENT AND INDEMNITY REGARDING LEASES AND SUBLEASES (the "Agreement") dated November 20, 2000, is made and executed by RUBY TUESDAY, INC ., a Georgia corporation, whose address is 150 West Church Avenue, Maryville, Tennessee 37801 ("RTI"), and GENERAL ELECTRIC CAPITAL BUSINESS ASSET FUNDING CORPORATION and GENERAL ELECTRIC CAPITAL BUSINESS ASSET FUNDING _____________ Ruby Tuesday, Inc – or (c) one (1) business day after delivery to a recognized overnight courier for next day, priority overnight delivery. The respective addresses for RTI and Lender are as follows: RTI: Ruby Tuesday, Inc . 150 West Church Avenue Maryville, Tennessee 37801 Attn: Chief Financial Officer Lender: General Electric Capital Business Asset Funding Corporation 10900 N.E. 4th, Suite 500 Bellevue, Washington 98004 Attn: _____________ RUBY TUESDAY, INC – that the Loans by GE CAPITAL to SRG will benefit RTI and therefore, that RTI has received good and valuable consideration for the execution and delivery of this Agreement. RTI: RUBY TUESDAY, INC ., a Georgia corporation By: /s/ J. Russell Mothershed Print: J. Russell Mothershed Its: Senior Vice President GE CAPITAL: GENERAL ELECTRIC CAPITAL BUSINESS ASSET FUNDING CORPORATION, a Delaware corporation By: / _____________ dt 1758750
Preview Full Doc	2000	Agreement and Plan of Merger Agreement and Plan of Merger (59K) Doc #839163: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made as of the 4th day of October, 2000, by and among RUBY TUESDAY, INC., a Georgia corporation (the "Parent"), TIA'S, LLC, a Delaware limited liability company (the "Target"), and SPECIALTY RESTAURANT GROUP, LLC, a Delaware limited liability company (the "Acquiror"). WHEREAS, Parent owns all of the issued and outstanding membership units of Target (the "Target Units"); and WHEREAS, . . . 839163	Ruby Tuesday Ruby Tuesday, Inc. ( Restaurants ) As referenced in this Agreement and Plan of Merger: RUBY TUESDAY, INC – PLAN OF MERGER {TEXT} AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made as of the 4th day of October, 2000, by and among RUBY TUESDAY, INC ., a Georgia corporation (the "Parent"), TIA'S, LLC, a Delaware limited liability company (the "Target"), and SPECIALTY RESTAURANT GROUP, LLC, a Delaware limited liability company (the "Acquiror"). WHEREAS, Parent _____________ Ruby Tuesday, Inc – given when delivered or refused, if delivered personally, or, if delivered by overnight carrier, such as Federal Express, when delivered as follows: If delivered to Parent or Target: c/o Ruby Tuesday, Inc . Attention: Legal Department 150 West Church Avenue Maryville, Tennessee 37801 Facsimile: 865-379-6816 --------- If delivered to Acquiror: Specialty Restaurant Group, LLC 150 West Church Avenue Maryville, Tennessee 37801 _____________ RUBY TUESDAY, INC – suggest. [The remainder of this page is intentionally blank.] {PAGE} IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date first above written. PARENT: RUBY TUESDAY, INC . By: Name: Title: TARGET: TIA'S, LLC By: Name: Title: ACQUIROR: SPECIALTY RESTAURANT GROUP, LLC By: Name: Title: {PAGE} LIST OF SCHEDULES AND EXHIBITS Schedules Schedule I Consents, Approvals _____________ dt 1758751
Preview Full Doc	2003	Annual Report to Shareholders Annual Report to Shareholders (440K) Doc #1919732: Click preview link for longer preview. ADVANTUS EQUITY FUNDS [ADVANTUS(TM) CAPITAL MANAGEMENT LOGO] ANNUAL REPORT TO SHAREHOLDERS DATED JULY 31, 2003 ADVANTUS CORNERSTONE FUND, INC. A LARGE COMPANY VALUE FUND ADVANTUS ENTERPRISE FUND, INC. A SMALL COMPANY GROWTH FUND ADVANTUS HORIZON FUND, INC. A LARGE COMPANY GROWTH FUND ADVANTUS INDEX 500 FUND, INC. A LARGE COMPANY INDEX FUND ADVANTUS REAL ESTATE SECURITIES FUND, INC. A REAL ESTATE - RELATED SECURITIES FUND ADVANTUS VENTURE FUND, INC. A SMALL COMPANY VALUE FUND CUT DOWN PAPERWORK, NOT TREES ADVANTUS NOW OFFERS E-DELIVERY OF PROSPECTUSES, . . . 1919732	Ruby Tuesday Ruby Tuesday, Inc. ( Restaurants ) As referenced in this Annual Report to Shareholders: Ruby Tuesday, Inc – b) 161,397 19,400 Steiner Leisure, Ltd. (b) (c) 313,310 --------------- 474,707 --------------- Printing and Publishing (.5%) 13,500 John H. Harland Company 356,400 --------------- Restaurants (.6%) 6,500 Ruby Tuesday, Inc . 147,940 16,300 Ryan's Family Steak Houses, Inc. (b) 220,050 --------------- 367,990 --------------- {/TABLE} See accompanying notes to investments in securities. 71 {PAGE} {TABLE} {CAPTION} MARKET SHARES _____________ dt 1468748 ; AMD Advanced Micro Devices, Inc. ( Semiconductors ) As referenced in this Annual Report to Shareholders: Advanced Micro Devices, Inc. – 925 --------------- 34,841 --------------- {/TABLE} See accompanying notes to investments in securities. 60 {PAGE} {TABLE} {CAPTION} MARKET SHARES VALUE(a) ------ --------------- {S} {C} TECHNOLOGY--CONTINUED Electronic Components-Semiconductor (3.5%) 1,184 Advanced Micro Devices, Inc. (b) $ 8,643 1,343 Altera Corporation (b) 25,839 1,352 Analog Devices, Inc. (b) 51,308 6,009 Applied Materials, Inc. (b) 117,176 1,034 Applied _____________ dt 1469448 ; Aeropostale Aeropostale, Inc. ( Apparel ) As referenced in this Annual Report to Shareholders: Aeropostale, Inc. – 400 BorgWarner, Inc. 494,098 ------------ Distribution Durables (.9%) 17,100 MSC Industrial Direct Company 344,565 ------------ Publishing (.8%) 10,100 Scholastic Corporation (b) 294,617 ------------ Retail (9.9%) 15,000 Aeropostale, Inc. (b) 392,250 21,700 American Eagle Outfitters (b) 480,872 15,700 AnnTaylor Stores Corporation (b) 443,525 {/TABLE} See accompanying notes to investments in securities. 39 {PAGE} { _____________ dt 1440248 ;	AFLAC AFLAC Inc. ( Accident & Health Insurance ) As referenced in this Annual Report to Shareholders: Aflac, Inc – Financial Corporation (b) 10,113 1,740 SLM Corporation 72,140 ------------ 1,096,736 ------------ Insurance (5.0%) 920 ACE, Ltd. (c) 30,351 590 Aetna, Inc. 36,356 1,847 Aflac, Inc . 59,252 396 AMBAC Financial Group, Inc. 26,085 9,559 American International Group 613,687 1,132 AON Corporation 27,225 712 Chubb Corporation 46,138 543 Cigna _____________ dt 1439498 ; Agrium Agrium Inc. ( Chemical Manufacturing ) As referenced in this Annual Report to Shareholders: Agrium, – C} {C} Argosy Gaming Company 50,200 $ 1,164,640 1.9% Technitrol, Inc. 61,400 1,152,478 1.8% Wabtec Corporation 76,900 1,135,044 1.8% Agrium, Inc. 96,500 1,080,800 1.7% The Reader's Digest Association, Inc. 74,500 967,010 1.5% Veeco Instruments, Inc. 49,800 938,232 1.5% _____________ Agrium, – TABLE} {CAPTION} MARKET SHARES VALUE(a) ------ --------------- {S} {C} COMMON STOCK (97.0%) BASIC MATERIALS (11.0%) Agriculture Products (.4%) 8,800 Bunge, Ltd. $ 263,560 --------------- Chemicals (4.2%) 96,500 Agrium, Inc. (c) 1,080,800 9,600 Ferro Corporation 208,896 29,200 IMC Global, Inc. 213,452 23,000 Methanex Corporation (c) 212,980 9,100 Minerals Technologies, _____________ dt 1541358 ; More...
Preview Full Doc	2003	Annual Report to Shareholders Annual Report to Shareholders (440K) Doc #1922157: Click preview link for longer preview. ADVANTUS EQUITY FUNDS [ADVANTUS(TM) CAPITAL MANAGEMENT LOGO] ANNUAL REPORT TO SHAREHOLDERS DATED JULY 31, 2003 ADVANTUS CORNERSTONE FUND, INC. A LARGE COMPANY VALUE FUND ADVANTUS ENTERPRISE FUND, INC. A SMALL COMPANY GROWTH FUND ADVANTUS HORIZON FUND, INC. A LARGE COMPANY GROWTH FUND ADVANTUS INDEX 500 FUND, INC. A LARGE COMPANY INDEX FUND ADVANTUS REAL ESTATE SECURITIES FUND, INC. A REAL ESTATE - RELATED SECURITIES FUND ADVANTUS VENTURE FUND, INC. A SMALL COMPANY VALUE FUND CUT DOWN PAPERWORK, NOT TREES ADVANTUS NOW OFFERS E-DELIVERY OF PROSPECTUSES, . . . 1922157	Ruby Tuesday Ruby Tuesday, Inc. ( Restaurants ) As referenced in this Annual Report to Shareholders: Ruby Tuesday, Inc – b) 161,397 19,400 Steiner Leisure, Ltd. (b) (c) 313,310 --------------- 474,707 --------------- Printing and Publishing (.5%) 13,500 John H. Harland Company 356,400 --------------- Restaurants (.6%) 6,500 Ruby Tuesday, Inc . 147,940 16,300 Ryan's Family Steak Houses, Inc. (b) 220,050 --------------- 367,990 --------------- {/TABLE} See accompanying notes to investments in securities. 71 {PAGE} {TABLE} {CAPTION} MARKET SHARES _____________ dt 1468749 ; AMD Advanced Micro Devices, Inc. ( Semiconductors ) As referenced in this Annual Report to Shareholders: Advanced Micro Devices, Inc. – 925 --------------- 34,841 --------------- {/TABLE} See accompanying notes to investments in securities. 60 {PAGE} {TABLE} {CAPTION} MARKET SHARES VALUE(a) ------ --------------- {S} {C} TECHNOLOGY--CONTINUED Electronic Components-Semiconductor (3.5%) 1,184 Advanced Micro Devices, Inc. (b) $ 8,643 1,343 Altera Corporation (b) 25,839 1,352 Analog Devices, Inc. (b) 51,308 6,009 Applied Materials, Inc. (b) 117,176 1,034 Applied _____________ dt 1469449 ; Aeropostale Aeropostale, Inc. ( Apparel ) As referenced in this Annual Report to Shareholders: Aeropostale, Inc. – 400 BorgWarner, Inc. 494,098 ------------ Distribution Durables (.9%) 17,100 MSC Industrial Direct Company 344,565 ------------ Publishing (.8%) 10,100 Scholastic Corporation (b) 294,617 ------------ Retail (9.9%) 15,000 Aeropostale, Inc. (b) 392,250 21,700 American Eagle Outfitters (b) 480,872 15,700 AnnTaylor Stores Corporation (b) 443,525 {/TABLE} See accompanying notes to investments in securities. 39 {PAGE} { _____________ dt 1440249 ;	AFLAC AFLAC Inc. ( Accident & Health Insurance ) As referenced in this Annual Report to Shareholders: Aflac, Inc – Financial Corporation (b) 10,113 1,740 SLM Corporation 72,140 ------------ 1,096,736 ------------ Insurance (5.0%) 920 ACE, Ltd. (c) 30,351 590 Aetna, Inc. 36,356 1,847 Aflac, Inc . 59,252 396 AMBAC Financial Group, Inc. 26,085 9,559 American International Group 613,687 1,132 AON Corporation 27,225 712 Chubb Corporation 46,138 543 Cigna _____________ dt 1439500 ; Agrium Agrium Inc. ( Chemical Manufacturing ) As referenced in this Annual Report to Shareholders: Agrium, – C} {C} Argosy Gaming Company 50,200 $ 1,164,640 1.9% Technitrol, Inc. 61,400 1,152,478 1.8% Wabtec Corporation 76,900 1,135,044 1.8% Agrium, Inc. 96,500 1,080,800 1.7% The Reader's Digest Association, Inc. 74,500 967,010 1.5% Veeco Instruments, Inc. 49,800 938,232 1.5% _____________ Agrium, – TABLE} {CAPTION} MARKET SHARES VALUE(a) ------ --------------- {S} {C} COMMON STOCK (97.0%) BASIC MATERIALS (11.0%) Agriculture Products (.4%) 8,800 Bunge, Ltd. $ 263,560 --------------- Chemicals (4.2%) 96,500 Agrium, Inc. (c) 1,080,800 9,600 Ferro Corporation 208,896 29,200 IMC Global, Inc. 213,452 23,000 Methanex Corporation (c) 212,980 9,100 Minerals Technologies, _____________ dt 1541360 ; More...
Preview Full Doc	2003	Deferred Compensation Plan Deferred Compensation Plan (46K) Doc #1107748: Click preview link for longer preview. RUBY TUESDAY, INC. DEFERRED COMPENSATION PLAN (AS RESTATED EFFECTIVE NOVEMBER 26, 2002) RUBY TUESDAY, INC. DEFERRED COMPENSATION PLAN (AS RESTATED NOVEMBER 26, 2002) TABLE OF CONTENTS PAGE SECTION 1 DEFINITIONS -1- SECTION 2 ELIGIBILITY -4- SECTION 3 DEFERRAL . . . 1107748	Ruby Tuesday Ruby Tuesday, Inc. ( Restaurants ) As referenced in this Deferred Compensation Plan: RUBY TUESDAY, INC – Restated Deferred Comp Plan RUBY TUESDAY, INC . DEFERRED COMPENSATION PLAN (AS RESTATED EFFECTIVE NOVEMBER 26, 2002) RUBY TUESDAY, INC. DEFERRED COMPENSATION PLAN (AS RESTATED NOVEMBER 26, 2002) TABLE OF CONTENTS PAGE SECTION 1 DEFINITIONS -1- SECTION _____________ RUBY TUESDAY, INC – Restated Deferred Comp Plan RUBY TUESDAY, INC. DEFERRED COMPENSATION PLAN (AS RESTATED EFFECTIVE NOVEMBER 26, 2002) RUBY TUESDAY, INC . DEFERRED COMPENSATION PLAN (AS RESTATED NOVEMBER 26, 2002) TABLE OF CONTENTS PAGE SECTION 1 DEFINITIONS -1- SECTION 2 ELIGIBILITY -4- SECTION 3 DEFERRAL ELECTIONS -5- SECTION 4 CREDITING ACCOUNTS - _____________ RUBY TUESDAY, INC – 13- SECTION 12 LIMITATION OF RIGHTS -14- SECTION 13 AMENDMENT TO OR TERMINATION OF THE PLAN -14- SECTION 14 ADOPTION OF PLAN BY AFFILIATES -15- SECTION 15 MISCELLANEOUS -15- -i- RUBY TUESDAY, INC . DEFERRED COMPENSATION PLAN (As Restated Effective November 26, 2002) THIS INDENTURE is made on the 26th day of November, 2002, (“Effective Date”) by RUBY TUESDAY, INC., a _____________ RUBY TUESDAY, INC – 15- -i- RUBY TUESDAY, INC. DEFERRED COMPENSATION PLAN (As Restated Effective November 26, 2002) THIS INDENTURE is made on the 26th day of November, 2002, (“Effective Date”) by RUBY TUESDAY, INC ., a corporation duly organized and existing under the laws of the State of Georgia (the “Primary Sponsor”); W I T N E S S E T H: _____________ Ruby Tuesday, Inc – existing under the laws of the State of Georgia (the “Primary Sponsor”); W I T N E S S E T H: WHEREAS, the Primary Sponsor maintains the Ruby Tuesday, Inc . Deferred Compensation Plan, which was established by indenture dated December 18, 1989, restated by indenture effective July 1, 1997, and thereafter amended pursuant to First Amendment dated May 28, _____________ dt 1468746
Full Doc	2007	Deferred Compensation Plan for Directors Deferred Compensation Plan for Directors (13K) Doc #2963002: This document is immediately available for purchase, but does not have a preview available for viewing. 2963002	Ruby Tuesday Ruby Tuesday, Inc. ( Restaurants )
Preview Full Doc	2003	Executive Life Insurance Plan Executive Life Insurance Plan (2K) Doc #1107736: Click preview link for longer preview. 39 ex10-25.htm 1ST AMEND TO MORRISON REST INC EXEC LIFE INS . . . 1107736	Ruby Tuesday Ruby Tuesday, Inc. ( Restaurants ) As referenced in this Executive Life Insurance Plan: RUBY TUESDAY, INC – FIRST AMENDMENT TO THE MORRISON RESTAURANTS INC. EXECUTIVE LIFE INSURANCE PLAN THIS FIRST AMENDMENT is made on this 1 day of May, 1997, by RUBY TUESDAY, INC . (the “Primary Sponsor”), a corporation organized and existing under the laws of the State of Georgia. W I T N E S S E T H: WHEREAS, _____________ Ruby Tuesday, Inc – maintains the Morrison Restaurants Inc. Executive Life Insurance Plan (the "Plan"); WHEREAS, the Primary Sponsor is the successor to Morrison Restaurants Inc. and desires to rename the Plan as the Ruby Tuesday, Inc . Executive Life Insurance Plan and amend the Plan to reflect that Ruby Tuesday, Inc. is the Primary Sponsor of the Plan; and WHEREAS, the Primary Sponsor desires to amend _____________ Ruby Tuesday, Inc – Sponsor is the successor to Morrison Restaurants Inc. and desires to rename the Plan as the Ruby Tuesday, Inc. Executive Life Insurance Plan and amend the Plan to reflect that Ruby Tuesday, Inc . is the Primary Sponsor of the Plan; and WHEREAS, the Primary Sponsor desires to amend the Plan to condition eligibility for the Plan on an employee’s eligibility _____________ Ruby Tuesday, Inc – Sponsor of the Plan; and WHEREAS, the Primary Sponsor desires to amend the Plan to condition eligibility for the Plan on an employee’s eligibility to participate in the Ruby Tuesday, Inc . Executive Supplemental Pension Plan; NOW, THEREFORE, the Plan is hereby amended, effective May 1, 1997, as follows: 1. By replacing the term “Morrison Restaurants Inc.” with “ _____________ ;Ruby Tuesday, Inc – Inc. Executive Supplemental Pension Plan; NOW, THEREFORE, the Plan is hereby amended, effective May 1, 1997, as follows: 1. By replacing the term “Morrison Restaurants Inc.” with “;Ruby Tuesday, Inc .” each time such term is found in the Plan. 2. By replacing Section IIG with the following Section IIG: G. “Employee” means, except as provided in _____________ dt 1468745
Full Doc	2000	Executive Supplemental Pension Plan Executive Supplemental Pension Plan (59K) Doc #839160: This document is immediately available for purchase, but does not have a preview available for viewing. 839160	Ruby Tuesday Ruby Tuesday, Inc. ( Restaurants )
Preview Full Doc	2007	Executive Supplemental Pension Plan Executive Supplemental Pension Plan (68K) Doc #2963001: Click preview link for longer preview. RUBY TUESDAY, INC. EXECUTIVE SUPPLEMENTAL PENSION PLAN (AMENDED AND RESTATED AS OF JANUARY 1, 2007) TABLE OF CONTENTS PAGE SECTION 1 INTRODUCTION 1 SECTION 2 DEFINITIONS 1 SECTION 3 PARTICIPATION 6 SECTION 4 AMOUNT OF NORMAL RETIREMENT BENEFIT 7 SECTION 5 RETIREMENT BENEFITS 7 SECTION 6 FORMS OF PAYMENT 9 SECTION 7 ADMINISTRATION OF THE . . . 2963001	Ruby Tuesday Ruby Tuesday, Inc. ( Restaurants ) As referenced in this Executive Supplemental Pension Plan: RUBY TUESDAY, INC – EX-10 2 ex10_1.htm 10.1 ESP PLAN AMENDED AND RESTATED JAN 2007 RUBY TUESDAY, INC . EXECUTIVE SUPPLEMENTAL PENSION PLAN (AMENDED AND RESTATED AS OF JANUARY 1, 2007) TABLE OF CONTENTS PAGE SECTION 1 INTRODUCTION 1 SECTION 2 DEFINITIONS 1 SECTION 3 PARTICIPATION 6 SECTION _____________ Ruby Tuesday, Inc – Code? means the Internal Revenue Code of 1986 and all regulatory guidance promulgated thereunder, as the same may be amended and modified from time to time. (h) ?Company? refers to Ruby Tuesday, Inc ., a Georgia corporation, or its successor in interest. -2- (i) ?Continuous Service? refers to the period of unbroken employment of an Eligible Employee with the Company or one or _____________ Ruby Tuesday, Inc – Participant. Except as the context may otherwise require in Section 5.2, the term ?Participant? shall encompass any Subsection (b) Participant and any Subsection (c) Participant. (r) ?Plan? means the Ruby Tuesday, Inc . Executive Supplemental Pension Plan; provided, however, that in the event Ruby Tuesday, Inc. is replaced by a successor in interest, the title of the Plan shall thereafter be the _____________ Ruby Tuesday, Inc – term ?Participant? shall encompass any Subsection (b) Participant and any Subsection (c) Participant. (r) ?Plan? means the Ruby Tuesday, Inc. Executive Supplemental Pension Plan; provided, however, that in the event Ruby Tuesday, Inc . is replaced by a successor in interest, the title of the Plan shall thereafter be the name of the successor in interest followed by the phrase ?Executive Supplemental Pension _____________ RUBY TUESDAY, INC – to such other address as shall appear on the books of the Company. IN WITNESS WHEREOF, the Company has caused this instrument to be executed as of July 11, 2007. RUBY TUESDAY, INC . By: /s/ Samuel E. Beall, III Title: Chairman, Chief Executive Officer and President ATTEST: /s/ Scarlett May Secretary [CORPORATE SEAL] -21- APPENDIX A Eligible Positions from March 9, 1996 _____________ dt 1838964
Full Doc	2008	Limited Waiver Agreement Limited Waiver Agreement (17K) Doc #3395853: This document is immediately available for purchase, but does not have a preview available for viewing. 3395853	Ruby Tuesday Ruby Tuesday, Inc. ( Restaurants )
Full Doc	2008	Limited Waiver Agreement Limited Waiver Agreement (17K) Doc #3395854: This document is immediately available for purchase, but does not have a preview available for viewing. 3395854	Ruby Tuesday Ruby Tuesday, Inc. ( Restaurants )
Preview Full Doc	2000	Master Agreement Master Agreement (537K) Doc #839164: Click preview link for longer preview. MASTER AGREEMENT Dated as of October 11, 2000 among RUBY TUESDAY, INC., as Lessee and Guarantor, ATLANTIC FINANCIAL GROUP, LTD., as Lessor, CERTAIN FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders and SUNTRUST BANK, as Agent -iii- . . . 839164	Ruby Tuesday Ruby Tuesday, Inc. ( Restaurants ) As referenced in this Master Agreement: RUBY TUESDAY, INC – {DOCUMENT} {TYPE}EX-99.6 {SEQUENCE}8 {FILENAME}0008.txt {DESCRIPTION}MASTER AGREEMENT {TEXT} MASTER AGREEMENT Dated as of October 11, 2000 among RUBY TUESDAY, INC ., as Lessee and Guarantor, ATLANTIC FINANCIAL GROUP, LTD., as Lessor, CERTAIN FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders and SUNTRUST BANK, as Agent {PAGE} -iii- TABLE OF CONTENTS Page SECTION _____________ RUBY TUESDAY, INC – MASTER AGREEMENT, dated as of October 11, 2000 (as it may be amended or modified from time to time in accordance with the provisions hereof, this "Master Agreement"), is among RUBY TUESDAY, INC ., a Georgia corporation ("Lessee"); ATLANTIC FINANCIAL GROUP, LTD., a Texas limited partnership (the "Lessor"), certain financial institutions party hereto as lenders (together with any other financial institution that becomes _____________ RUBY TUESDAY, INC – WITNESS WHEREOF, the parties hereto have caused this Master Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. RUBY TUESDAY, INC ., as the Lessee By: Name Printed: Title: {PAGE} ATLANTIC FINANCIAL GROUP, LTD., as Lessor By: Atlantic Financial Managers, Inc., its General Partner By: Name Printed: Title: {PAGE} SUNTRUST BANK, _____________ RUBY TUESDAY, INC – LaSalle Street Chicago, Illinois 60603 Attention: Rex Palmer 8850269.5 101300 938C 99539306 {PAGE} LEASE AGREEMENT Dated as of October 11, 2000 between ATLANTIC FINANCIAL GROUP, LTD., as Lessor, and RUBY TUESDAY, INC ., as Lessee ------------------------------------------- {PAGE} TABLE OF CONTENTS (Lease Agreement) Page ARTICLE I......................................DEFINITIONS 1 ARTICLE II........................LEASE OF LEASED PROPERTY 1 2.1 Acceptance and Lease of Property................................1 2. _____________ RUBY TUESDAY, INC – this "Lease"), dated as of October 11, 2000, is between ATLANTIC FINANCIAL GROUP, LTD., a Texas limited partnership (together with its successors and assigns hereunder, the "Lessor"), as Lessor, and RUBY TUESDAY, INC ., a Georgia corporation (together with its successors and permitted assigns hereunder, the "Lessee"), as Lessee. PRELIMINARY STATEMENT A. Lessor will purchase, or acquire a leasehold interest in, from one _____________ dt 1468744 ; ISDA International Swaps & Derivatives Association, Inc. ( Associations ) As referenced in this Master Agreement: ISDA – prior to the first day of the Rent Period or if such page 3750 is unavailable for any reason at such time, the rate which appears on the Reuters Screen ISDA Page as of such date and such time; provided, that if the Agent determines that the relevant foregoing sources are unavailable for the relevant Rent Period, LIBOR shall mean _____________ dt 1603646 ; AmSouth Bank AmSouth Bank ( Financial ) As referenced in this Master Agreement: AMSOUTH BANK, – a Lender By: Name Printed: Title: {PAGE} FLEET NATIONAL BANK, as a Lender By: Name Printed: Title: {PAGE} FIRSTAR BANK, N.A., as a Lender By: Name Printed: Title: {PAGE} AMSOUTH BANK, as a Lender By: Name Printed: Title: {PAGE} WACHOVIA BANK, N.A., as a Lender By: Name Printed: Title: {PAGE} APPENDIX A to Master Agreement, Lease, Loan Agreement and _____________ AMSOUTH BANK, – a Lender By: Name Printed: Title: {PAGE} FLEET NATIONAL BANK, as a Lender By: Name Printed: Title: {PAGE} FIRSTAR BANK, N.A., as a Lender By: Name Printed: Title: {PAGE} AMSOUTH BANK, as a Lender By: Name Printed: Title: {PAGE} WACHOVIA BANK, N.A., as a Lender By: Name Printed: Title: {PAGE} CONSTRUCTION AGENCY AGREEMENT dated as of October 11, 2000 _____________ dt 1552528 ;	BofA Bank of America, NA ( Money Center Banks ) As referenced in this Master Agreement: BANK OF AMERICA, N.A. – GROUP, LTD., as Lessor By: Atlantic Financial Managers, Inc., its General Partner By: Name Printed: Title: {PAGE} SUNTRUST BANK, as Agent and as a Lender By: Name Printed: Title: {PAGE} BANK OF AMERICA, N.A. , as a Lender By: Name Printed: Title: {PAGE} FLEET NATIONAL BANK, as a Lender By: Name Printed: Title: {PAGE} FIRSTAR BANK, N.A., as a Lender By: Name Printed: _____________ BANK OF AMERICA, N.A. – FINANCIAL GROUP, LTD., as Lessor and Borrower By: Atlantic Financial Managers, Inc., its General Partner By: Name Printed: Title: {PAGE} SUNTRUST BANK, as a Lender By: Name Printed: Title: {PAGE} BANK OF AMERICA, N.A. , as a Lender By: Name Printed: Title: {PAGE} FLEET NATIONAL BANK, as a Lender By: Name Printed: Title: {PAGE} FIRSTAR BANK, N.A., as a Lender By: Name Printed: _____________ dt 1554628 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Master Agreement: Bank of New York – the weighted average of the rates on overnight Federal funds transactions with member banks of the Federal Reserve System arranged by Federal funds brokers, as published by the Federal Reserve Bank of New York on the next succeeding Business Day or if such rate is not so published for any Business Day, the Federal Funds Rate for such day shall be the average rounded _____________ dt 1584700 ; More...
Preview Full Doc	2001	Servicing Agreement Servicing Agreement (28K) Doc #122278: Click preview link for longer preview. RUBY TUESDAY, INC. July 25, 2001 by PFG CUSTOMIZED DISTRIBUTION {PAGE} PFG CUSTOMIZED DISTRIBUTION PROPOSAL FOR RUBY TUESDAY, INC. PRICING 1. This proposal includes servicing Ruby Tuesday, Inc (RTI), participating RTI Franchisees, and Specialty Restaurant Group, LLC (SRG) collectively described herein as "Customer". SRG will be required to execute a copy of this agreement. After RTI's contractual obligations to service SRG is concluded, PFG agrees to seriously consider continuing it's relationship with SRG. 2. PFG agrees to supply Customer's requirements of food and non-food items including produce, disposables, smallwares, and chemicals ordered by Customer in the operation of the restaurants listed on Exhibit "B" and "C". Customer agrees to purchase such ordered items pursuant to the terms hereof. This proposal/agreement does not create an exclusive relationship between or among the parties. 3. PFG will invoice customer at prices supplied to PFG by RTI from time to time. RTI will specify the order or delivery day the price is to take effect. 4. Customer guarantees PFG a raw gross margin of $142.15 per ideal delivery plus $1.01 per piece delivered plus or minus the performance measure adjustments outlined on Exhibit "D". PFG will submit a report detailing the actual sales and gross margin and any amount due PFG under the gross margin guarantee within four (4) weeks after the end of each PFG accounting period. Ideal delivery is defined as the regularly scheduled deliveries per week per restaurant. PFG and RTI agree to review our business relationship, the delivery fee, and the per piece fee in March of each year with the agreed upon changes to take effect July 1st of each year. 5. Costs will be based on the actual landed product cost at each PFG Customized Distribution center. The definition of "cost" is our actual FOB invoice cost plus any applicable freight, not to exceed the standard rate applicable for that route, less manufacturer's volume discounts, off-invoice promotions, and billback promotions. Cash discounts, buy-in incentives, rebates, and growth programs offered by manufacturers to distributors will accrue to the benefit of PFG Customized Distribution. 6. Our actual costs will reflect the lowest possible buy bracket within shelf life limitations and a maximum 28 day inventory on hand. To achieve the lowest possible buy bracket for customer, inbound shipments for customer will be combined with inbound shipments for all other customers served by each distribution center. Once the lowest possible buy bracket is achieved, PFG will carry less than a 28 day inventory while maintaining sufficient safety stock. 7. PFG will work with RTI to drive down cost through inbound freight and purchasing synergies. The dollar savings suggested by PFG and accepted by RTI will be shared by RTI , SRG, Ruby Tuesday Franchisees, and PFG. The savings will be calculated using customer's current actual or projected future cost in effect at the time PFG initiates a savings suggestion. The dollar savings will be agreed to and signed off on by both parties. The shared savings will be calculated on a program to date basis and disbursed to each party within 30 days after the end of each RTI fiscal quarter. 122278	Ruby Tuesday Ruby Tuesday, Inc. ( Restaurants ) As referenced in this Servicing Agreement: RUBY TUESDAY, INC – {DOCUMENT} {TYPE}EX-10 {SEQUENCE}9 13 PROPOSAL For [GRAPHIC OMITTED] RUBY TUESDAY, INC . July 25, 2001 by PFG CUSTOMIZED DISTRIBUTION {PAGE} PFG CUSTOMIZED DISTRIBUTION PROPOSAL FOR RUBY TUESDAY, INC. PRICING 1. This proposal includes servicing _____________ RUBY TUESDAY, INC – SEQUENCE}9 13 PROPOSAL For [GRAPHIC OMITTED] RUBY TUESDAY, INC. July 25, 2001 by PFG CUSTOMIZED DISTRIBUTION {PAGE} PFG CUSTOMIZED DISTRIBUTION PROPOSAL FOR RUBY TUESDAY, INC . PRICING 1. This proposal includes servicing Ruby Tuesday, Inc (RTI), participating RTI Franchisees, and Specialty Restaurant Group, LLC (SRG) collectively described herein _____________ Ruby Tuesday, Inc – INC. July 25, 2001 by PFG CUSTOMIZED DISTRIBUTION {PAGE} PFG CUSTOMIZED DISTRIBUTION PROPOSAL FOR RUBY TUESDAY, INC. PRICING 1. This proposal includes servicing Ruby Tuesday, Inc (RTI), participating RTI Franchisees, and Specialty Restaurant Group, LLC (SRG) collectively described herein as "Customer". SRG will be required to execute a _____________ Ruby Tuesday, Inc – statements that RTI is a customer of PFG. 5. CONSTRUCTION/APPLICABLE LAW. This Agreement shall be deemed to have been made at the Ruby Tuesday, Inc . Restaurant Support Center located at 150 West Church Avenue, Maryville, Tennessee 37801, and shall be construed in accordance with the laws of _____________ Ruby Tuesday, Inc – acceptance, this agreement will be effective until terminated as provided for in paragraph 1 of the "MISCELLANEOUS TERMS" or until terminated by either Ruby Tuesday, Inc . or PFG Customized Distribution upon one hundred eighty (180) days written notice to the other party. In the event of termination, Ruby _____________ dt 610805
Preview Full Doc	2003	Termination of Partner Agreement Termination of Partner Agreement (4K) Doc #203140: Click preview link for longer preview. TERMINATION OF PARTNER AGREEMENT THIS TERMINATION of Partner Agreement (Termination) is made as of the 3^rd 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). WHEREAS, Company and Partner are parties to the Agreement; and WHEREAS, Partner and Company desire to terminate the Agreement as hereinafter set forth; and WHEREAS, capitalized terms not otherwise defined herein shall have the meanings attributed to such terms in the Agreement. NOW, THEREFORE, for and in consideration of the mutual covenants, agreements and conditions herein contained, the receipt and sufficiency of which are acknowledged, the parties agree as follows: 203140	Ruby Tuesday Ruby Tuesday, Inc. ( Restaurants ) As referenced in this Termination of Partner Agreement: Ruby Tuesday, Inc – TERMINATION OF PARTNER AGREEMENT 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 _____________ Ruby Tuesday, Inc – Partner and RTI have executed this Termination as of the 3rd day of June, 2003. BY: /s/ Mark S. Ingram Mark S. Ingram Ruby Tuesday, Inc . BY: /s/ Samuel E. Beall, III Title: Chairman and Chief Executive Officer BY: /s/ Robert S. LeBoeuf Witness _____________ dt 610806 ;	Mark S. Ingram
Preview Full Doc	2001	Partner Agreement Partner Agreement (26K) Doc #839128: Click preview link for longer preview. RUBY TUESDAY, INC. PARTNER AGREEMENT THIS PARTNER AGREEMENT ("Agreement") is made as of the 6th day of June, 2001 (the "Effective Date"), by and between RUBY TUESDAY, INC., a Georgia corporation ("RTI"), and ROBERT D. McCLENAGAN, JR., an employee of RTI ("Partner"). STATEMENT OF BACKGROUND INFORMATION A. RTI desires that the Partner serve as a concept partner regarding Company operated Ruby Tuesday restaurants. B. The Partner desires to serve in such capacity pursuant to the terms and conditions of this Agreement. C. The . . . 839128	Ruby Tuesday Ruby Tuesday, Inc. ( Restaurants ) As referenced in this Partner Agreement: RUBY TUESDAY, INC – {DOCUMENT} {TYPE}EX-10 {SEQUENCE}8 {FILENAME}ex10_45.txt {DESCRIPTION}PARTNER AGR. B/ RTI AND ROBERT MCCLENAGAN 6/6/01 {TEXT} RUBY TUESDAY, INC . PARTNER AGREEMENT THIS PARTNER AGREEMENT ("Agreement") is made as of the 6th day of June, 2001 (the "Effective Date"), by and between RUBY TUESDAY, INC., a Georgia corporation ("RTI"), _____________ RUBY TUESDAY, INC – MCCLENAGAN 6/6/01 {TEXT} RUBY TUESDAY, INC. PARTNER AGREEMENT THIS PARTNER AGREEMENT ("Agreement") is made as of the 6th day of June, 2001 (the "Effective Date"), by and between RUBY TUESDAY, INC ., a Georgia corporation ("RTI"), and ROBERT D. McCLENAGAN, JR., an employee of RTI ("Partner"). STATEMENT OF BACKGROUND INFORMATION A. RTI desires that the Partner serve as a concept partner _____________ RUBY TUESDAY, INC – WITNESS WHEREOF, RTI has executed and delivered by its duly authorized officer, and Partner has executed and delivered, this Agreement all as of the day and year first above written. RUBY TUESDAY, INC . By:/s/Samuel E. Beall, III Title: Chairman and Chief Executive Officer PARTNER: /s/ Robert D. McClenagan, Jr. ROBERT D. McCLENAGAN, JR. {PAGE} IRREVOCABLE STOCK POWER FOR VALUE RECEIVED, _____________ Ruby Tuesday, Inc – IRREVOCABLE STOCK POWER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ______________________________________ a total of _____________ shares of the Common Stock, par value $.01 per share, of Ruby Tuesday, Inc . registered in the name of the undersigned on the stock transfer records of Ruby Tuesday, Inc. and represented by Stock Certificate No(s). ________________ of Ruby Tuesday, Inc.; and _____________ Ruby Tuesday, Inc – total of _____________ shares of the Common Stock, par value $.01 per share, of Ruby Tuesday, Inc. registered in the name of the undersigned on the stock transfer records of Ruby Tuesday, Inc . and represented by Stock Certificate No(s). ________________ of Ruby Tuesday, Inc.; and the undersigned does hereby irrevocably constitute and appoint Daniel T. Cronk, his attorney-in-fact, to _____________ dt 1468743
Preview Full Doc	2002	Partner Agreement Partner Agreement (25K) Doc #1107758: Click preview link for longer preview. <DESCRIPTION>COPE PARTNER AGREEMENT <TEXT> RUBY TUESDAY, INC. PARTNER AGREEMENT THIS PARTNER AGREEMENT ("Agreement") is made as of the 6th day of June, 2001 (the "Effective Date"), by and between RUBY TUESDAY, INC., a Georgia corporation ("RTI"), and COLLIN C. COPE, an employee of RTI ("Partner"). STATEMENT OF BACKGROUND INFORMATION A. RTI desires that the Partner serve as a concept partner regarding Company operated Ruby Tuesday restaurants. B. The Partner desires to serve in such capacity pursuant to the terms and conditions of . . . 1107758	Ruby Tuesday Ruby Tuesday, Inc. ( Restaurants ) As referenced in this Partner Agreement: RUBY TUESDAY, INC – EX-10 5 ex10_56.txt COPE PARTNER AGREEMENT RUBY TUESDAY, INC . PARTNER AGREEMENT THIS PARTNER AGREEMENT ("Agreement") is made as of the 6th day of June, 2001 (the "Effective Date"), by and between RUBY TUESDAY, INC., a Georgia corporation ("RTI"), _____________ RUBY TUESDAY, INC – DESCRIPTION>COPE PARTNER AGREEMENT RUBY TUESDAY, INC. PARTNER AGREEMENT THIS PARTNER AGREEMENT ("Agreement") is made as of the 6th day of June, 2001 (the "Effective Date"), by and between RUBY TUESDAY, INC ., a Georgia corporation ("RTI"), and COLLIN C. COPE, an employee of RTI ("Partner"). STATEMENT OF BACKGROUND INFORMATION A. RTI desires that the Partner serve as a concept partner regarding _____________ RUBY TUESDAY, INC – WITNESS WHEREOF, RTI has executed and delivered by its duly authorized officer, and Partner has executed and delivered, this Agreement all as of the day and year first above written. RUBY TUESDAY, INC . By:/s/ Samuel E. Beall, III Title: Chairman and Chief Executive Officer PARTNER: /s/ Collin C. Cope COLLIN C. COPE _____________ dt 1468747
Preview Full Doc	2008	Pledge Agreement Pledge Agreement (60K) Doc #3395850: Click preview link for longer preview. 3395850	Ruby Tuesday Ruby Tuesday, Inc. ( Restaurants )
Preview Full Doc	2000	Revolving Credit Agreement Revolving Credit Agreement (367K) Doc #839165: Click preview link for longer preview. REVOLVING CREDIT AGREEMENT dated as of October 11, 2000 among RUBY TUESDAY, INC. as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO and SUNTRUST BANK as Administrative Agent, Issuing Bank and Swingline Lender . . . 839165	Ruby Tuesday Ruby Tuesday, Inc. ( Restaurants ) As referenced in this Revolving Credit Agreement: RUBY TUESDAY, INC – {DOCUMENT} {TYPE}EX-99.7 {SEQUENCE}9 {FILENAME}0009.txt {DESCRIPTION}REVOLVING CREDIT AGREEMENT {TEXT} REVOLVING CREDIT AGREEMENT dated as of October 11, 2000 among RUBY TUESDAY, INC . as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO and SUNTRUST BANK as Administrative Agent, Issuing Bank and Swingline Lender ==================================================================== SUNTRUST EQUITABLE SECURITIES CORPORATION as Lead Arranger and _____________ Ruby Tuesday, Inc – 3 .........-........Notice of Revolving Borrowing Exhibit 2.5 .........-........Notice of Swingline Borrowing Exhibit 2.7 .........-........Form of Continuation/Conversion Exhibit 3.1(b)(iv).........-........Form of Secretary's Certificate of Ruby Tuesday, Inc . Exhibit 3.1(b)(vii)........-........Form of Officer's Certificate {PAGE} -96- REVOLVING CREDIT AGREEMENT THIS REVOLVING CREDIT AGREEMENT (this "Agreement") is made and entered into as of October _____________ RUBY TUESDAY, INC – vii)........-........Form of Officer's Certificate {PAGE} -96- REVOLVING CREDIT AGREEMENT THIS REVOLVING CREDIT AGREEMENT (this "Agreement") is made and entered into as of October 11, 2000, by and among RUBY TUESDAY, INC ., a Georgia corporation (the "Borrower"), the several banks and other financial institutions from time to time party hereto (the "Lenders"), and SUNTRUST BANK, in its capacity as Administrative Agent _____________ Ruby Tuesday, Inc – effective shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows: To the Borrower: Ruby Tuesday, Inc . 150 West Church Avenue Maryville, TN 37801 Attention: Mr. J. Russell Mothershed Telecopy: 865-379-6817 To the Administrative Agent: SunTrust Bank 201 Fourth Avenue North, 3rd Floor Nashville, _____________ RUBY TUESDAY, INC – PAGE} -100- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. RUBY TUESDAY, INC ., as Borrower By___________________________ Name: Title: [SEAL] {PAGE} SUNTRUST BANK, as Administrative Agent, as Issuing Bank, as Swingline Lender and as a Lender By_________________________________ Name: Title: Revolving Commitment: $21,875, _____________ dt 1758752 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Revolving Credit Agreement: Bank of New York – the weighted average of the rates on overnight Federal funds transactions with member banks of the Federal Reserve System arranged by Federal funds brokers, as published by the Federal Reserve Bank of New York on the next succeeding Business Day or if such rate is not so published for any Business Day, the Federal Funds Rate for such day shall be the average rounded _____________ dt 1724270 ;	Wachovia Bank Wachovia Bank, NA ( Financial ) As referenced in this Revolving Credit Agreement: WACHOVIA BANK, N.A. – Name: Rob MacElhiney Title: Vice President Revolving Commitment: $12,500,000 {PAGE} FIRSTAR BANK, N.A. By___________________________ Name: Eric Hartman Title: Assistant Vice President Revolving Commitment: $12,500,000 {PAGE} WACHOVIA BANK, N.A. By___________________________ Name: Title: Revolving Commitment: $12,500,000 {PAGE} AMSOUTH BANK By___________________________ Name: Title: Revolving Commitment: $6,250,000 {PAGE} REVOLVING CREDIT NOTE $21,875,000 Atlanta, Georgia October _____________ WACHOVIA BANK, N.A. – PAGE} REVOLVING CREDIT NOTE $12,500,000 Atlanta, Georgia October 11, 2000 FOR VALUE RECEIVED, the undersigned, Ruby Tuesday, Inc., a Georgia corporation (the "Borrower"), hereby promises to pay to WACHOVIA BANK, N.A. (the "Lender") or its registered assigns, at the office of the Lender at 191 Peachtree Street NE, Atlanta, Georgia, on the Revolving Commitment Termination Date (as defined in the _____________ dt 1717728
Preview Full Doc	2001	Salary Deferral Plan Salary Deferral Plan (132K) Doc #839125: Click preview link for longer preview. RUBY TUESDAY, INC. SALARY DEFERRAL PLAN THIS INDENTURE is made on the 9th day of April, 2001, by Ruby Tuesday, Inc., a corporation duly organized and existing under the laws of the State of Georgia (hereinafter called the "Primary Sponsor"). W I T N E S S E T H: WHEREAS, the Primary Sponsor established by indenture dated June 1, 1968, the Morrison Employees Retirement Savings Trust (the "Plan"), which was last amended and restated, as the Morrison Restaurants Inc. Salary Deferral Plan, by indenture dated December 31, 1993; . . . 839125	Ruby Tuesday Ruby Tuesday, Inc. ( Restaurants ) As referenced in this Salary Deferral Plan: RUBY TUESDAY, INC – {DOCUMENT} {TYPE}EX-10 {SEQUENCE}6 {FILENAME}ex10_43.txt {DESCRIPTION}RTI SALARY DEFERRAL PLAN 4/9/01 {TEXT} RUBY TUESDAY, INC . SALARY DEFERRAL PLAN THIS INDENTURE is made on the 9th day of April, 2001, by Ruby Tuesday, Inc., a corporation duly organized and existing under the laws of the _____________ Ruby Tuesday, Inc – FILENAME}ex10_43.txt {DESCRIPTION}RTI SALARY DEFERRAL PLAN 4/9/01 {TEXT} RUBY TUESDAY, INC. SALARY DEFERRAL PLAN THIS INDENTURE is made on the 9th day of April, 2001, by Ruby Tuesday, Inc ., a corporation duly organized and existing under the laws of the State of Georgia (hereinafter called the "Primary Sponsor"). W I T N E S S E T H: _____________ RUBY TUESDAY, INC – the Primary Sponsor does hereby amend and restate the Plan in its entirety, generally effective as of January 1, 1997, except as otherwise provided herein, to read as follows: {PAGE} RUBY TUESDAY, INC . SALARY DEFERRAL PLAN Page SECTION 1 DEFINITIONS................................................1 SECTION 2 ELIGIBILITY................................................9 SECTION 3 CONTRIBUTIONS.............................................10 SECTION 4 ALLOCATIONS...............................................12 SECTION 5 INVESTMENT FUNDS AND INVESTMENTS OF TRUST ASSETS.......... _____________ Ruby Tuesday, Inc – stockholders of all of the outstanding shares of common stock, respectively, of Morrison Fresh Cooking, Inc. and Morrison Health Care, Inc., but who did not continue in the employ of Ruby Tuesday, Inc . immediately after such distributions, shall not be given credit for any Year of Service with Morrison Restaurants Inc. completed on or prior to the effective date of such distributions. _____________ RUBY TUESDAY, INC – of the same shall apply notwithstanding anything to the contrary contained herein. WHEREOF, the Primary Sponsor has caused this indenture to be executed as of the date first above written. RUBY TUESDAY, INC . By:/s/ Samuel E. Beall, III Samuel E. Beall, III Chairman and Chief Executive Officer ATTEST: /s/ Daniel T. Cronk Daniel T. Cronk Secretary ::ODMA\PCDOCS\ATL\470105\1 { _____________ dt 1468742
Preview Full Doc	2005	Trust Agreement Trust Agreement (42K) Doc #839100: Click preview link for longer preview. TRUST AGREEMENT TABLE OF CONTENTS Article 1 Acceptance of Property 2 2 Investment Powers 3 3 Payments 6 4 Administrative Powers 6 5 Guaranteed Income Contracts 11 6 Fiduciary Standards 12 7 Prohibition of Diversion 13 8 Indemnities 14 9 Accounts 15 10 Administrator 16 11 Compensation and Expenses 16 12 Resignation of Trustee 16 13 Amendment 17 14 . . . 839100	Ruby Tuesday Ruby Tuesday, Inc. ( Restaurants ) As referenced in this Trust Agreement: Ruby Tuesday, Inc – 20 20 Communications 20 21 Governing Law 20 TRUST AGREEMENT AGREEMENT OF TRUST made and entered into as of July 23, 2004 , and effective as of July 23, 2004 , between Ruby Tuesday, Inc ., a corporation duly organized and existing under the laws of the State of Georgia, having its principal place of business at 150 West Church Avenue, Maryville, Tennessee 37801, hereinafter _____________ RUBY TUESDAY, INC – State of Connecticut (without regard for conflict of law principles). -20- IN WITNESS WHEREOF the Company and the Trustee have executed this instrument this 23rd day of July , 2004. ATTEST: RUBY TUESDAY, INC . /s/ Scarlett May By: /s/ Marguerite N. Duffy Title: VP, Assistant General Counsel Title: Sr. VP and Chief Financial Officer (Corporate Seal) ATTEST: U.S. TRUST COMPANY, N.A. / _____________ Ruby Tuesday, Inc – who, being by me duly sworn, did depose and say that he resides at 150 W. Church Ave., Maryville, TN 37801 , that he is a Sr. VP and CFO of Ruby Tuesday, Inc ., the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; _____________ dt 1758749
Preview Full Doc	2009	Underwriting Agreement Underwriting Agreement (131K) Doc #3817535: Click preview link for longer preview. 3817535	Ruby Tuesday Ruby Tuesday, Inc. ( Restaurants )