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| RT > SEC Filings for RT > Form 8-K on 13-Aug-2012 | All Recent SEC Filings |
13-Aug-2012
Entry into a Material Definitive Agreement, Change in Directors or Principal Off
On August 10, 2012, Ruby Tuesday, Inc., a Georgia corporation (the "Company"), entered into an amendment of its Revolving Credit Agreement (the "Credit Facility") dated as of December 1, 2010, by and among the Company, the Lenders and Bank of America, N.A. as Administrative Agent, Servicer, Issuing Bank and Swingline Lender. The amendment (a) clarifies a term that is a component of the Company's calculation of a financial covenant pursuant to the Credit Facility and (b) authorizes the Company to prepay up to $15 million of indebtedness in any fiscal year to various senior note holders of the Company's $250 million aggregate principal amount of 7?% senior notes due 2020, which were issued in May 2012. Our Board of Directors has authorized the repurchase of a porton of our senior notes, and we may from time to time opportunistically pursue such repurchases.
Effective August 13, 2012, our Board of Directors appointed F. Lane Cardwell and Jeffrey J. O'Neill as directors of the Company. Messrs. Cardwell and O'Neill have also been appointed to serve on the Audit Committee and the Governance Committee.
Pursuant to the Company's director compensation program, Messrs. Cardwell and O'Neill will receive annual cash compensation of $93,000 comprised of a quarterly retainer of $16,250, a quarterly meeting fee of $4,500, and a quarterly fee for service on the Audit Committee of $2,500. Each director will also receive an annual equity award with a fair market value equal to $80,000.
There were no arrangements or understandings by which Messrs. Cardwell and O'Neill were named a director. Neither the Company nor any of its subsidiaries was involved in any transactions with Messrs. Cardwell and O'Neill or their immediate families that are reportable under Item 404(a) of Regulations S-K.
(d) Exhibits.
10.1 Third Amendment to Revolving Credit Agreement, dated as of August 10, 2012, by and among Ruby Tuesday, Inc., the Lenders party hereto, and Bank of America, N.A., as Administrative Agent, Issuing Bank, Servicer and Swingline Lender and Consent to Third Amendment to Revolving Credit Agreement, dated as of August 10, 2012.
99.1 Press Release dated August 13, 2012 (this press release is being furnished pursuant to Item 5.02(D) of Form 8-K).
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