ex10-5.htm


LENDER COMMITMENT AGREEMENT







THIS LENDER COMMITMENT AGREEMENT (this “Agreement”) dated as of July 19, 2011 is among RUBY TUESDAY, INC., a Georgia corporation (the “Borrower”), the Guarantors, U.S. BANK NATIONAL ASSOCIATION (the “Applicable Lender”) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).







WITNESSETH







WHEREAS, a credit facility has been extended to the Borrower pursuant to the terms of the Revolving Credit Agreement (as amended, modified or supplemented from time to time, the “Credit Agreement”) dated as of December 1, 2010 among the Borrower, the Lenders and Bank of America, N.A. as Administrative Agent, Servicer, Issuing Bank and Swingline Lender.







WHEREAS, pursuant to Section 2.4 of the Credit Agreement, the Borrower has the right to increase the Aggregate Revolving Commitments with new Revolving Commitments (the “Facility Increase”); and







WHEREAS, the Applicable Lender has agreed to increase its Revolving Commitment under the Credit Agreement by $5,000,000 on the terms set forth herein.







NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:







1.           Defined Terms.  Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.







2.           Commitment.  The Applicable Lender hereby agrees that from and after the date hereof the Applicable Lender shall have a Revolving Commitment of $45,000,000 under the Credit Agreement.







3.           Conditions Precedent.  This Agreement shall be effective as of the date hereof upon satisfaction of each of the following conditions precedent:







  (a)         receipt by the Administrative Agent of this Agreement executed by the Borrower, the Guarantors, the Applicable Lender and the Administrative Agent; and







  (b)         receipt by the Administrative Agent of a certificate of each Loan Party dated as of the date hereof signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the Facility Increase, and (2) in the case of the Borrower, certifying that, before and after giving effect to the Facility Increase, (x) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of the Facility Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of Section 2.4 of the Credit Agreement, the representations and warranties contained in Section 5.4 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.1 of the Credit Agreement, and (y) no Default or Event of Default exists.







4.           Reaffirmation of Guaranty.  Each Guarantor (a) acknowledges and consents to all of the terms and conditions of this Agreement, (b) affirms all of its obligations under the Loan Documents and (c)


 


 




  





  











  






 


 


 


 agrees that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge such Guarantor’s obligations under the Loan Documents.







5.           Governing Law.  This Agreement shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with the laws of the State of Georgia.







6.           Counterparts.  This Agreement may be executed in any number of counterparts and by the various parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one contract.  Delivery of an executed counterpart of this Agreement by telecopier or .pdf shall be effective as delivery of a manually executed counterpart of this Agreement.

















[Signature Pages Follow]







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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.







BORROWER:                                  RUBY TUESDAY, INC.







By: /s/ Marguerite N. Duffy


Name: Marguerite N. Duffy


Title: Senior Vice President







GUARANTORS:                             RTBD, INC.







By: /s/ Marguerite N. Duffy


Name: Marguerite N. Duffy


Title: President












RT FINANCE, INC.







By: /s/ Marguerite N. Duffy


Name: Marguerite N. Duffy


Title: Vice President












RUBY TUESDAY GC CARDS, INC.







By: /s/ Marguerite N. Duffy


Name: Marguerite N. Duffy


Title: Vice President












RT TAMPA FRANCHISE, L.P.







By: /s/ Marguerite N. Duffy


Name: Marguerite N. Duffy


Title: Vice President












RT ORLANDO FRANCHISE, L.P.







By: /s/ Marguerite N. Duffy


Name: Marguerite N. Duffy


Title: Vice President












RT SOUTH FLORIDA FRANCHISE, L.P.







By: /s/ Marguerite N. Duffy


Name: Marguerite N. Duffy


Title: Vice President









  





  


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RT NEW YORK FRANCHISE, LLC







By: /s/ Marguerite N. Duffy


Name: Marguerite N. Duffy


Title: Vice President












RT SOUTHWEST FRANCHISE, LLC







By: /s/ Marguerite N. Duffy


Name: Marguerite N. Duffy


Title: Vice President












RT MICHIANA FRANCHISE, LLC







By: /s/ Marguerite N. Duffy


Name: Marguerite N. Duffy


Title: Vice President












RT FRANCHISE ACQUISITION, LLC







By: /s/ Marguerite N. Duffy


Name: Marguerite N. Duffy


Title: Vice President












RT KENTUCKY RESTAURANT HOLDINGS, LLC







By: /s/ Marguerite N. Duffy


Name: Marguerite N. Duffy


Title: Vice President












RT FLORIDA EQUITY, LLC







By: /s/ Marguerite N. Duffy


Name: Marguerite N. Duffy


Title: Vice President












RTGC, LLC







By: /s/ Marguerite N. Duffy


Name: Marguerite N. Duffy


Title: Vice President














  





  





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RT DETROIT FRANCHISE, LLC







By: /s/ Marguerite N. Duffy


Name: Marguerite N. Duffy


Title: Vice President







RT MICHIGAN FRANCHISE, LLC







By: /s/ Marguerite N. Duffy


Name: Marguerite N. Duffy


Title: Vice President












RT WEST PALM BEACH FRANCHISE, L.P.







By: /s/ Marguerite N. Duffy


Name: Marguerite N. Duffy


Title: Vice President












RT NEW ENGLAND FRANCHISE, LLC







By: /s/ Marguerite N. Duffy


Name: Marguerite N. Duffy


Title: Vice President







RT LONG ISLAND FRANCHISE, LLC







By: /s/ Marguerite N. Duffy


Name: Marguerite N. Duffy


Title: Vice President







RUBY TUESDAY, LLC







By: /s/ Marguerite N. Duffy


Name: Marguerite N. Duffy


Title: Vice President












RT INDIANAPOLIS FRANCHISE, LLC







By: /s/ Marguerite N. Duffy


Name: Marguerite N. Duffy


Title: Vice President












RT DENVER FRANCHISE, L.P.







By: /s/ Marguerite N. Duffy


Name: Marguerite N. Duffy


Title: Vice President


 




 




  





  





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RT OMAHA FRANCHISE, LLC







By: /s/ Marguerite N. Duffy


Name: Marguerite N. Duffy


Title: Vice President







RT KCMO FRANCHISE, LLC







By: /s/ Marguerite N. Duffy


Name: Marguerite N. Duffy


Title: Vice President







RT PORTLAND FRANCHISE, LLC







By: /s/ Marguerite N. Duffy


Name: Marguerite N. Duffy


Title: Vice President







RT ST. LOUIS FRANCHISE, LLC







By: /s/ Marguerite N. Duffy


Name: Marguerite N. Duffy


Title: Vice President







RT WESTERN MISSOURI FRANCHISE, LLC







By: /s/ Marguerite N. Duffy


Name: Marguerite N. Duffy


Title: Vice President







RT LAS VEGAS FRANCHISE, LLC







By: /s/ Marguerite N. Duffy


Name: Marguerite N. Duffy


Title: Vice President







RT MINNEAPOLIS FRANCHISE, LLC







By: /s/ Marguerite N. Duffy


Name: Marguerite N. Duffy


Title: Vice President














  





  





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APPLICABLE LENDER:                U.S. BANK NATIONAL ASSOCIATION,







By: /s/ Patrick Engel


Name: Patrick Engel


Title: Vice President


 


 


 


 


 


 







 LENDER COMMITMENT AGREEMENT


 RUBY TUESDAY, INC.









  





  





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ADMINISTRATIVE


AGENT:                                           BANK OF AMERICA, N.A.,


as Administrative Agent







By: /s/ Erik M. Truette


Name: Erik M. Truette


Title: Assistant Vice President

























































 





 LENDER COMMITMENT AGREEMENT


 RUBY TUESDAY, INC.


















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