OPERATING AGREEMENT

                                       OF

                               99 RESTAURANTS, LLC



         THIS OPERATING AGREEMENT is made and entered into as of the 14th day of

November, 2002, by and among the persons listed on Exhibit A hereto (each,

together with the other persons who may become members under the terms of this

Agreement, a "Member" and collectively, the "Members").



                              W I T N E S S E T H:



         WHEREAS, the Member hereto desires to form a limited liability company

under and pursuant to the Act (as defined below), to conduct certain business as

a limited liability company, and to set forth the mutual rights and obligations

of the Members in this Agreement;



         NOW, THEREFORE, in consideration of the mutual promises, covenants, and

undertakings hereinafter contained, and other good and valuable consideration,

the receipt and sufficiency of which is hereby acknowledged, the Members hereby

agree as follows:



                                   ARTICLE I.

                                   DEFINITIONS



         1.1      DEFINITIONS. As used herein the following terms have the

indicated meanings:



                  1.1.1    "Act" means the Delaware Limited Liability Company

Act, being Title 6, Sections 18-101 to 18-1109 of the Delaware Code Annotated,

as amended from time to time, and any corresponding provisions of any successor

legislation.



                  1.1.2    "Affiliate," with respect to any Entity, means (a)

any other Entity, directly or indirectly, owning a 50% or greater ownership

interest in such Entity; or (b) any other Entity in which such Entity has a 50%

or greater ownership interest; or, (c) in the event a Member is a natural

person, a member of such Member's Immediate Family or a trust for the benefit of

the Member or a member of such Member's Immediate Family.



                  1.1.3    "Agreement" means this Operating Agreement, as

amended from time to time.



                  1.1.4    "Assign" means to make an Assignment.



                  1.1.5    "Assignment" means any transfer, alienation, sale,

conveyance, assignment, or other disposition of all or any part of an existing

Membership Interest in the LLC, by operation of law or otherwise, including

without limitation any gift, bequest, devise, hypothecation, mortgage, lien,

pledge, encumbrance, or granting of a security interest.



                  1.1.6    "Available Cash Flow" means all cash, revenues, and

funds received by the LLC, less the sum of the following to the extent paid or

set aside by the LLC: (a) all principal



{PAGE}



and interest payments on indebtedness of the LLC and all other sums paid to

lenders; (b) all cash expenditures incurred incident to the normal operation of

the LLC's business; and (c) such reserves as the Members deem reasonably

necessary to the proper operation of the LLC's business.



                  1.1.7    "Capital Account" in respect of any Member means the

account established for that Member pursuant to Section 5.1 hereof, and as may

be adjusted from time to time in accordance with this Agreement.



                  1.1.8    "Capital Contribution" shall mean any contribution to

the capital of the LLC in cash or property by a Member whenever made.



                  1.1.9    "Certificate of Formation" means the Certificate of

Formation of the LLC filed in the Office of the Secretary of State of the State

of Delaware, as amended from time to time.



                  1.1.10   "Code" means the Internal Revenue Code of 1986, as

amended from time to time, and any corresponding provisions of any successor

legislation.



                  1.1.11   "Dissolution Event" has the meaning given to such

term in Section 12.2 hereof.



                  1.1.12   "Entity" means any corporation, partnership, trust,

limited liability company, or other entity.



                  1.1.13   "Financial Rights" means a Member's rights as a

member of the LLC (a) to share in Net Income and Net Loss to the extent provided

in this Agreement, and (b) to share in distributions to the extent provided in

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC