ex10-3_termination.htm






NOTICE OF DIRECTION AND TERMINATION







December 1, 2010







Bank of America, N.A., as Collateral Agent


Agency Management


231 South LaSalle Street


Mail Code: IL1-231-10-41


Chicago, Illinois 606004












 


We reference that certain Intercreditor Agreement dated as of May 21, 2008 (the “Intercreditor Agreement”) among Bank of America, N.A., in its capacity as Collateral Agent, Bank of America, N.A., in its capacity as administrative agent under the Revolving Credit Facility Agreement on behalf of itself and each of the Revolving Credit Facility Secured Creditors, Bank of America, N.A., in its capacity as servicer under the Franchise Loan Facility Agreement on behalf of itself and each of the Franchise Loan Facility Secured Creditors, each of the institutional investors listed on Schedule 1 attached thereto,  Ruby Tuesday, Inc., a Georgia corporation, as Company and certain affiliates of the Company as Guarantors.  All defined terms used herein shall have the meanings ascribed to such terms in the Intercreditor Agreement unless otherwise defined herein.


 


The Company represents to the Collateral Agent that the signatories party hereto collectively constitute the Requisite Creditors necessary under Section 5.3, Section 5.5 and Section 7.3 of the Intercreditor Agreement to (i) authorize and direct the Collateral Agent to terminate the security interests of the Collateral Agent held for the benefit of the Creditors and (ii) terminate the Intercreditor Agreement.  Pursuant to the authority granted the Requisite Creditors under the Intercreditor Agreement including, without limitation, the above-referenced provisions, the undersigned hereby direct the Collateral Agent that upon receipt of this Notice of Direction and Termination:


 







(a)           Collateral Agent shall acknowledge by execution of this Notice of Direction and Termination that all liens, security interests, mortgages and other encumbrances, all of any kind, nature or description, whenever and however arising, in favor of Collateral Agent in connection with the Security Documents and the Senior Secured Obligations on any of the assets and property, real or personal, tangible or intangible, of the Company or the Guarantors are thereby terminated;







(b)           Collateral Agent shall acknowledge by execution of this Notice of Direction and Termination that each of the Security Documents is thereby terminated other than those provisions which expressly survive termination thereof;







(c)           Collateral Agent shall, at the cost of the Company, thereupon file, or authorize Company to file, such UCC terminations, releases or other documents necessary to terminate of record any and all financing statements naming Company or any Guarantor, as Debtor, and Collateral Agent, as Secured Party, that have been filed for the purpose of perfecting liens securing the Senior Secured Obligations;







(d)           Collateral Agent shall, at the cost of the Company, promptly deliver to Company any possessory collateral that have been held by it for the purpose of perfecting liens securing the Senior Secured Obligations;


 



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(e)           Collateral Agent shall, at the cost of the Company, promptly execute and deliver or cause to be executed and delivered such documents and agreements and take or cause to be taken such action, in each instance, as Company shall reasonably request to effectuate the agreements and purposes of this Notice of Direction and Termination; and







(f)           Collateral Agent shall, upon satisfaction of the foregoing directives, be released and discharged from its duties as Collateral Agent.


 

 


Each of the undersigned agrees that as of the date of this Notice of Direction and Termination, the Intercreditor Agreement is terminated and of no further force and effect other than with respect to the indemnities in favor of the Collateral Agent contained in Section 4.6 which shall survive termination of the Intercreditor Agreement.







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IN WITNESS WHEREOF, the parties hereto have caused this Notice of Direction and Termination to be duly executed as an Instrument under seal by their authorized representatives as of the date first written above.












	
  

	
Bank of America, N.A., as Revolving Credit Facility Agent


















	
  

	
 

	 By   /s/ John H. Schmidt





    Name:  John H. Schmidt


    Title:    Vice President













	
  

	
Bank of America, N.A., as Franchise Loan Facility Servicer


















	
  

	 	
By   /s/ John H. Schmidt







    Name:  John H. Schmidt


    Title:    Vice President







 

 



RUBY TUESDAY, INC.


NOTICE OF DIRECTION AND TERMINATION




 






  





  











  









	
  

	
The Prudential Insurance Company of America, as a Noteholder


















	
  

	
By   /s/ Jason Boe







         Vice President













	
  

	
Prudential Retirement Insurance and Annuity Company, as a Noteholder













	
  

	 	
By:    Prudential Investment Management, Inc.







as Investment Manager













	
  

	
By   /s/ Jason Boe







         Vice President













	
  

	
Pruco Life Insurance Company, as a Noteholder


















	
  

	
By   /s/ Jason Boe







         Assistant Vice President













	
  

	
Gibraltar Life Insurance Co., Ltd. , as a Noteholder













	
  

	 	
By:    Prudential Investment Management    (Japan), Inc., as Investment Manager








	
  

	 	
By:    Prudential Investment Management, Inc.,    as Sub-Adviser


















	
  

	
By   /s/ Jason Boe







         Vice President



RUBY TUESDAY, INC.


NOTICE OF DIRECTION AND TERMINATION






  





  











  



















	
  

	
Zurich American Insurance Company, as a Noteholder













	
  

	
By:  Prudential Private Placement Investors,    L.P. (as Investment Advisor)








	
  

	
By:  Prudential Private Placement Investors, Inc.    (as its General Partner)


















	
  

	
By   /s/ Jason Boe







         Vice President


RUBY TUESDAY, INC.


NOTICE OF DIRECTION AND TERMINATION











  





  











  














	
  

	
Nationwide Life Insurance Company, as a Noteholder








	
  

	
Nationwide Life and Annuity Insurance Company, as a Noteholder








	
  

	
Nationwide Life Insurance Company of America, as a Noteholder








	
  

	
Nationwide Mutual Fire Insurance Company, as a Noteholder




























	
  

	
By   /s/ Mary Beth Cadle







    Name:  Mary Beth Cadle


    Title:     Authorized Signatory


RUBY TUESDAY, INC.


NOTICE OF DIRECTION AND TERMINATION











  





  











  














	
  

	
Modern Woodmen of America, as a Noteholder


















	
  

	
By   /s/ Douglas A. Pannier







    Name:  Douglas A. Pannier


    Title:    Portfolio Mgr. – Private Placements




RUBY TUESDAY, INC.


NOTICE OF DIRECTION AND TERMINATION













  





  











  














	
  

	
Assurity Life Insurance Company, as a Noteholder


















	
  

	
By   /s/ Victor Weber







    Name:  Victor Weber


    Title:    Senior Director - Investments


   RUBY TUESDAY, INC.


NOTICE OF DIRECTION AND TERMINATION











  





  











  














	
  

	
MERRILL LYNCH, PIERCE, FENNER & SMITH, INC.,  as a Noteholder


















	
  

	
By   /s/  Erik S. Grossman







    Name:  Erik S. Grossman


    Title:     Vice President


   




­ 
RUBY TUESDAY, INC.


NOTICE OF DIRECTION AND TERMINATION













  





  











  








By execution hereof, Collateral Agent acknowledges and accepts the direction set forth herein.








	
  

	
Bank of America, N.A., as Collateral Agent


















	
  

	
By   /s/ William A. Cessna







    Name:  William A. Cessna


    Title:     Vice President








RUBY TUESDAY, INC.


NOTICE OF DIRECTION AND TERMINATION
















  





  











  










 




Acknowledged and Agreed:







Ruby Tuesday, Inc., a Georgia corporation












By:           /s/ Marguerite N. Duffy                                                                


Name:  Marguerite N. Duffy


Title:    Senior Vice President







RUBY TUESDAY, INC.


NOTICE OF DIRECTION AND TERMINATION