S-4

As filed with the Securities and Exchange Commission on February 7, 2013

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

RUBY TUESDAY, INC.*

(Exact Name of Registrant as Specified in Its Charter)

Georgia	5812	63-0475239
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

150 West Church Avenue

Maryville, TN 37801

(865) 379-5700

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Scarlett May

Senior Vice President—Chief Legal

Officer and Secretary

Ruby Tuesday, Inc.

150 West Church Avenue

Maryville, TN 37801

(865) 379-5700

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Richard A. Drucker

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

(212) 450-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

* Certain subsidiaries of Ruby Tuesday, Inc. are also registrants and are identified on the following page.

CALCULATION OF REGISTRATION FEE

Title Of Each Class Of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Unit (1)	Proposed Maximum Aggregate Offering Price (1)	Amount Of Registration Fee
7 5/8% Senior Notes due 2020	$238,500,000	100%	$238,500,000	$32,531.40
Guarantees of 7 5/8% Senior Notes due 2020	(2)	(2)	(2)	(2)

(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457 under the Securities Act of 1933.

(2) No separate consideration will be received for the Guarantees of 7 ⁵/₈% Senior Notes due 2020 being registered hereby. In accordance with Rule 457(n) under the Securities Act, no registration fee is payable with respect to the guarantees.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in Its Charter *	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number		I.R.S. Employer Identification Number
RTBD, Inc. **	Delaware		7389	46-0486505
RT Finance, Inc.	Delaware		6159	20-1187242
Ruby Tuesday GC Cards, Inc.	Colorado		5900	20-8654931
RT Tampa Franchise, LP	Delaware		5812	72-1375290
RT Orlando Franchise, LP	Delaware		5812	62-1375105
RT South Florida Franchise, LP	Delaware		5812	72-1373535
RT New York Franchise, LLC	Delaware		5812	63-1231154
RT Southwest Franchise, LLC	Delaware		5812	63-1189715
RT Michiana Franchise, LLC	Delaware		5812	63-1228739
RT Franchise Acquisition, LLC	Delaware		6719	62-1811438
RT Kentucky Restaurant Holdings, LLC	Delaware		5812	72-1527435
RT Florida Equity, LLC	Delaware		6719	20-1187159
RTGC, LLC	Colorado		6719	82-0550770
RT Detroit Franchise, LLC	Delaware		5812	63-1228738
RT Michigan Franchise, LLC	Delaware		5812	63-1228760
RT West Palm Beach Franchise, LP	Delaware		5812	63-1200359
RT New England Franchise, LLC	Delaware		5812	63-1214970
RT Long Island Franchise, LLC	Delaware		5812	63-1204072
Ruby Tuesday, LLC	Delaware		7389	62-1821391
RT Indianapolis Franchise, LLC	Delaware		5812	62-1856016
RT Denver Franchise, LP	Delaware		5812	63-1192621
RT Omaha Franchise, LLC	Delaware		5812	63-1207442
RT KCMO Franchise, LLC	Delaware		5812	63-1197020
RT Portland Franchise, LLC	Delaware		5812	62-1813724
RT St. Louis Franchise, LLC	Delaware		5812	62-1856010
RT Western Missouri Franchise, LLC	Delaware		5812	62-1856082
RT Minneapolis Franchise, LLC	Delaware		5812	63-1202746
RT Las Vegas Franchise, LLC	Delaware		5812	63-1214969
4721 RT of Pennsylvania, Inc.	Pennsylvania		6719	63-1185374
RTT Texas, Inc.	Texas		6719	20-5382461
RTTT, LLC	Texas		6719	20-5389194
RT Arkansas Club, Inc.	Arkansas		6719	71-0814308
RT Jonesboro Club	Arkansas		6719	62-1852726
Ruby Tuesday of Conway, Inc.	Arkansas		6719	26-1209146
Ruby Tuesday of Russellville, Inc.	Arkansas		6719	26-2711601
Ruby Tuesday of Bryant, Inc.	Arkansas		6719	26-4146703
RT KCMO Kansas, Inc.	Kansas		6719	48-1208463
RT Louisville Franchise, LLC	Delaware		5812	72-1377151
RT McGhee Tyson, LLC	Delaware		5812	62-1793508
RT One Percent Holdings, Inc.	Delaware		6719	62-1852817
RT One Percent Holdings, LLC	Delaware		6719	62-1856689
Quality Outdoor Services, Inc.	Tennessee		6719	62-1551466
RT Airport, Inc.	Delaware		6719	62-1793509
RT O’Toole, LLC	Delaware		6500	62-1800556
RT Smith, LLC	Delaware		6500	62-1800557
RT Millington, LLC	Delaware		6500	62-1800875
Wok Hay 2, LLC	Delaware		5812	26-0164934
RT Distributing, LLC	Tennessee		6719	20-5696096
RT Northern California Franchise, LLC	Delaware		5812	62-1813723

Exact Name of Registrant as Specified in Its Charter*	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number		I.R.S. Employer Identification Number
RTTA, LP	Texas		5812	20-2560035
RT Restaurant Services, LLC	Delaware		6719	20-1187283
RT New Hampshire Restaurant Holdings, LLC	Delaware		5812	72-1527438
RT Minneapolis Holdings, LLC	Delaware		6719	62-1857189
RT Omaha Holdings, LLC	Delaware		6719	74-3028647
RT Denver, Inc.	Georgia		6719	63-1192623
RT Louisville, Inc.	Georgia		6719	72-1381527
RT Orlando, Inc.	Georgia		6719	62-1697231
RT South Florida, Inc.	Georgia		6719	62-1697232
RT Tampa, Inc.	Georgia		6719	72-1380574
RT West Palm Beach, Inc.	Georgia		6719	63-1196980

* The address for each additional registrant other than RTBD, Inc. is 150 West Church Avenue, Maryville, Tennessee 37801.

** The address for RTBD, Inc. is 300 Delaware Avenue, Suite 1233, Wilmington, Delaware 19801.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS (SUBJECT TO COMPLETION DATED February 7, 2013)

RUBY TUESDAY, INC.

Offer to Exchange

7 ⁵/₈% Senior Notes due 2020

for

New 7 ⁵/₈% Senior Notes Due 2020

We are offering to exchange up to $238,500,000 of our new 7 ⁵/₈% Senior Notes due 2020 (the “new Notes”) for up to $238,500,000 of our existing 7 ⁵/₈% Senior Notes due 2020 (the “old Notes”). The terms of the new Notes are identical in all material respects to the terms of the old Notes, except that the new Notes have been registered under the Securities Act, and the transfer restrictions and registration rights relating to the old Notes do not apply to the new Notes.

To exchange your old Notes for new Notes:

• you are required to make the representations described on page 68 to us;

• you must complete and send the letter of transmittal that accompanies this prospectus to the exchange agent, Wells Fargo Bank, National Association, by 5:00 p.m., New York time, on                     , 2013; and

• you should read the section called “The Exchange Offer” for further information on how to exchange your old Notes for new Notes.

See “Risk Factors” beginning on page 7 for a discussion of risk factors that should be considered by you prior to tendering your old Notes in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the exchange offer or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offense.

Each broker-dealer that receives new Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new Notes received in exchange for old Notes where such old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days after the expiration date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

                    , 2013

TABLE OF CONTENTS

	Page
Summary		1
The Exchange Offer		2
Where You Can Find More Information		6
Risk Factors		7
Special Note Regarding Forward-Looking Statements		13
Use of Proceeds		14
Capitalization		15
Ratio of Earnings to Fixed Charges		16
Selected Historical Consolidated Financial Data		17
Description of the Notes		19
The Exchange Offer		60
Material United States Tax Consequences of the Exchange Offer		67
Plan Of Distribution		68
Validity of Securities		68
Experts		68

Unless we indicate otherwise or the context otherwise requires, all references in this prospectus to “RTI,” the “Company,” “we” and/or “our” refer to Ruby Tuesday, Inc., including its wholly-owned subsidiaries.

Rather than repeat certain information in this prospectus that we have already included in reports filed with the Securities and Exchange Commission, this prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. See “Where You Can Find More Information.” We will provide this information to you at no charge upon written or oral request directed to the Secretary, Ruby Tuesday, Inc., 150 West Church Avenue, Maryville TN 37801, telephone (865) 379-5700. In order to ensure timely delivery of the information, any request should be made no later than five business days before the expiration date of the exchange offer, or                     , 2013.

We have not authorized anyone to provide you with information other than that contained or incorporated by reference in this prospectus or any free writing communication prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. This document may only be used where it is legal to sell these Notes. The information contained in this prospectus is current as of the date hereof and is subject to change, completion or amendment without notice. The delivery of this prospectus at any time shall not, under any circumstances, create any implication that there has been no change in the information set forth in this prospectus or in our affairs since the date of this prospectus.

SUMMARY

This summary highlights the more detailed information in this prospectus and you should read the entire prospectus carefully.

Overview

We own, operate and franchise the Ruby Tuesday casual dining restaurant chain. Our mission is to be the best in the bar and grill segment of casual dining by delivering to our guests a high-quality casual dining experience with compelling value. While we are in the bar and grill sector because of our varied menu, we operate at the higher-end of casual dining in terms of the quality of our food and service. As of December 4, 2012, we owned and operated 709, and franchised 77, Ruby Tuesday restaurants. Also, as of December 4, 2012, our traditional franchisees operated 33 domestic and 44 international Ruby Tuesday restaurants. Ruby Tuesday restaurants can now be found in 45 states, the District of Columbia, 11 foreign countries and Guam. Our Company-owned and operated restaurants are concentrated primarily in the Southeast, Northeast, Mid-Atlantic and Midwest of the United States, which we consider to be our core markets.

We also own, operate, and franchise the Lime Fresh Mexican Grill (“Lime Fresh”) fast-casual restaurant chain. As of December 4, 2012, we owned and operated 17 Lime Fresh restaurants, in addition to five Lime Fresh restaurants operated by domestic franchisees. Prior to January 9, 2013, we also owned and operated 13 Marlin & Ray’s (value-oriented seafood) restaurants and one Wok Hay (Asian bistro) restaurant, in addition to licensing two Company-owned Truffles Grill (casual dining) restaurants. In our second quarter fiscal 2013 earnings release on January 9, 2013, we announced our plans to exit our non-core brands by immediately closing our 13 Marlin & Ray’s and one Wok Hay restaurant and seeking a buyer for our two Truffles Grill restaurants. Additionally, we also closed two Company-developed Lime Fresh restaurants that we have determined to be outside our updated site selection criteria for the concept. Exiting our non-core brands was a strategic decision which will enable us to optimally allocate our time, capital, and resources to focus on our Ruby Tuesday restaurants and creating value by growing our Lime Fresh fast-casual concept going forward.

Our principal executive offices are located at 150 West Church Avenue, Maryville TN 37801 and our telephone number is (865) 379-5700. We maintain a website at www.rubytuesday.com where general information about us is available. No information available on or through our website is incorporated into this prospectus or the registration statement of which it forms a part.

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THE EXCHANGE OFFER

The Issuer Ruby Tuesday, Inc.

Notes Offered We are offering up to $238,500,000 aggregate principal amount of new 7 ⁵/₈% Senior Notes due 2020, which have been registered under the Securities Act.

The Exchange Offer We are offering to issue the new Notes in exchange for a like principal amount of your old Notes. We are offering to issue the new Notes to satisfy our obligations contained in the registration rights agreement entered into when the old Notes were sold in transactions permitted by Rule 144A and Regulation S under the Securities Act and therefore not registered with the SEC. For procedures for tendering, see “The Exchange Offer.”

Tenders, Expiration Date, Withdrawal The exchange offer will expire at 5:00 p.m. New York City time on                     , 2013 unless it is extended. If you decide to exchange your old Notes for new Notes, you must acknowledge that you are not engaging in, and do not intend to engage in, a distribution of the new Notes. If you decide to tender your old Notes in the exchange offer, you may withdraw them at any time prior to                     , 2013. If we decide for any reason not to accept any old Notes for exchange, your old Notes will be returned to you without expense to you promptly after the exchange offer expires.

Federal Income Tax Consequences Your exchange of old Notes for new Notes in the exchange offer will not result in any income, gain or loss to you for federal income tax purposes. See “Material United States Tax Consequences of the Exchange Offer.”

Use of Proceeds We will not receive any proceeds from the issuance of the new Notes in the exchange offer.

Exchange Agent Wells Fargo Bank, National Association is the exchange agent for the exchange offer.

Failure to Tender Your Old Notes If you fail to tender your old Notes in the exchange offer, you will not have any further rights under the registration rights agreement, including any right to require us to register your old Notes or to pay you additional interest.

You will be able to resell the new Notes without registering them with the SEC if you meet the requirements described below.

Based on interpretations by the SEC’s staff in no-action letters issued to third parties, we believe that new Notes issued in exchange for old Notes in the exchange offer may be offered for resale, resold or otherwise transferred by you without registering the new Notes under the Securities Act or delivering a prospectus, unless you are a broker-dealer receiving Notes for your own account, so long as:

• you are not one of our “affiliates”, which is defined in Rule 405 of the Securities Act;

• you acquire the new Notes in the ordinary course of your business;

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• you do not have any arrangement or understanding with any person to participate in the distribution of the new Notes; and

• you are not engaged in, and do not intend to engage in, a distribution of the new Notes.

If you are an affiliate of the Company or any guarantor, or you are engaged in, intend to engage in or have any arrangement or understanding with respect to, the distribution of new Notes acquired in the exchange offer, you (1) should not rely on our interpretations of the position of the SEC’s staff and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

If you are a broker-dealer and receive new Notes for your own account in the exchange offer:

• you must represent that you do not have any arrangement with us or any of our affiliates to distribute the new Notes;

• you must acknowledge that you will deliver a prospectus in connection with any resale of the new Notes you receive from us in the exchange offer; the letter of transmittal states that by so acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an “underwriter” within the meaning of the Securities Act; and

• you may use this prospectus, as it may be amended or supplemented from time to time, in connection with the resale of new Notes received in exchange for old Notes acquired by you as a result of market-making or other trading activities.

For a period of 90 days after the expiration of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any resale described above.

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SUMMARY DESCRIPTION OF THE NOTES

The terms of the new Notes and the old Notes are identical in all material respects, except that the new Notes have been registered under the Securities Act, and the transfer restrictions and registrations rights relating to old Notes do not apply to the new Notes. All references to Notes below refer to the old Notes and the new Notes unless the context otherwise requires.

Maturity The Notes will mature on May 15, 2020.

Interest Interest on the Notes will accrue at a rate of 7 ⁵/₈% per annum. Interest on the Notes will be payable semi annually in cash in arrears on May 15 and November 15 of each year, commencing November 15, 2012.

Guarantees The Notes will be guaranteed on a senior unsecured basis by our existing and future domestic restricted subsidiaries, subject to certain exceptions.

Ranking The Notes and the guarantees will be our and the guarantors’ senior unsecured obligations and will be equal in right of payment with all of our and the guarantors’ existing and future senior debt and senior to any of our and the guarantors’ future subordinated debt. The Notes and the guarantees will rank effectively junior to all of our and the guarantors’ existing and future secured debt, including borrowings outstanding under our amended revolving credit facility, to the extent of the value of the collateral securing such debt. The Notes will also be structurally subordinated to all of the liabilities (including trade payables) of our existing and future subsidiaries that do not guarantee the Notes.

At December 4, 2012, we and our subsidiaries had approximately $308.7 million of indebtedness outstanding, approximately $73.3 million of which was mortgaged indebtedness, and an additional $189.8 million of unused commitments available to be borrowed under our revolving credit facility (after taking into consideration $10.2 million of letters of credit outstanding under our revolving credit facility). As of December 4, 2012, our non-guarantor subsidiaries had no outstanding indebtedness or other liabilities.

Optional Redemption The Notes will be redeemable, in whole or in part, at any time and from time to time on or after May 15, 2016, on the redemption dates and at the redemption prices specified under “Description of the Notes—Optional Redemption,” plus accrued and unpaid interest, if any, to the date of redemption. In addition, we may redeem up to 35% of the Notes before May 15, 2015 with the net cash proceeds from certain equity offerings. We may also redeem some or all of the Notes before May 15, 2016 at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, plus a “make-whole” premium.

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Change of Control If we experience specific kinds of changes of control, we must offer to repurchase all of the Notes at 101% of their principal amount, plus accrued and unpaid interest. See “Description of the Notes—Certain Covenants—Repurchase of Notes upon a Change of Control.”

Mandatory Offers to Repurchase Following Certain Asset Sales If we sell certain assets and do not repay certain debt or reinvest the proceeds of such sales within certain time periods, we must offer to repurchase a portion of the Notes as described under “Description of the Notes—Certain Covenants—Limitation on Asset Sales.”

Certain Covenants The indenture contains covenants that limit, among other things, our ability and the ability of some of our subsidiaries to:

• incur or guarantee additional indebtedness;

• declare or pay dividends, redeem stock or make other distributions to stockholders;

• make certain investments;

• create liens or use assets as security in other transactions;

• merge or consolidate, or sell, transfer, lease or dispose of substantially all of our assets;

• enter into transactions with affiliates; and

• sell or transfer certain assets.

These covenants are subject to a number of important qualifications and limitations. See “Description of the Notes—Certain Covenants.”

Use of Proceeds We will not receive any proceeds from the exchange of new Notes for old Notes.

Risk Factors Investing in the Notes involves substantial risks. You should carefully consider the risk factors set forth under the caption “Risk Factors,” as well as other information included or incorporated by reference in this prospectus prior to making an investment in the Notes. See “Risk Factors” beginning on page 7.

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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document that we file at the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site at http://www.sec.gov from which interested persons can electronically access our SEC filings, including the registration statement and the exhibits and schedules thereto.

The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and all documents we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or after the date of this prospectus and prior to the termination of the exchange offer under this prospectus and any prospectus supplement (other than, in each case, documents or information deemed to have been furnished and not filed).

(1)    Annual Report on Form 10-K	August 6, 2012;
(2)    Quarterly Reports on Form 10-Q	October 11, 2012 January 11, 2013
(3)    Current Reports on Form 8-K	June 7, 2012
	June 8, 2012;
	August 13, 2012
	October 10, 2012
	November 19, 2012 February 7, 2013
(4)    Definitive Proxy Statement on Form 14A	August 22, 2012

You may request a copy of these filings at no cost, by writing or telephoning us at the following address:

Scarlett May

Senior Vice President—Chief Legal Officer and Secretary

Ruby Tuesday, Inc.

150 West Church Avenue

Maryville, TN 37801

(865) 379-5700

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RISK FACTORS

Before tendering old Notes, prospective participants in the exchange offer should carefully consider the risks described below relating to the Notes and all of the information contained or incorporated by reference into this prospectus. Additional risks relating specifically to the exchange offer are also described below. The risks and uncertainties described below and in such incorporated documents are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of those risks actually occurs, our business, financial condition and results of operations would suffer. The risks discussed below also include forward-looking statements and our actual results may differ substantially from those discussed in these forward-looking statements. See “Special Note Regarding Forward-Looking Statements” in this prospectus. All references to Notes below refer to the old Notes and the new Notes unless the context otherwise requires.

Risks Related to the Notes

Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the Notes.

As of December 4, 2012, we and our subsidiaries had $308.7 million of outstanding indebtedness, of which $73.3 million was mortgage indebtedness, and we had availability under our revolving credit facility of $189.8 million, after taking into consideration $10.2 million of undrawn letters of credit. Our substantial indebtedness could have important consequences for you including:

• it may limit our ability to borrow money or sell stock to fund our working capital, capital expenditures and debt service requirements;

• it may limit our flexibility in planning for, or reacting to, changes in our business;

• we may be more highly leveraged than some of our competitors, which may place us at a competitive disadvantage;

• it may make us more vulnerable to a downturn in our business or the economy;

• the debt service requirements of our other indebtedness could make it more difficult for us to make payments on the Notes;

• a substantial portion of our cash flow from operations could be dedicated to the repayment of our indebtedness and would not be available for other purposes; and

• there would be a material adverse effect on our business and financial condition if we were unable to service our indebtedness or obtain additional financing, as needed.

In addition, the indenture governing the Notes and our revolving credit facility contain financial and restrictive covenants that will limit our ability to engage in activities that may be in our long-term best interests. If we were to violate any of our financial or other covenants in the future and either agreements cannot be reached with our creditors or agreements are reached but we do not meet the revised covenants, our creditors could exercise their rights under the indebtedness, including requiring immediate repayment of all borrowings, which could have a material adverse effect on us. Moreover, if any agreements were reached with our creditors, they might require us to pay incremental fees and/or higher interest rates.

Despite our substantial indebtedness, we may still incur significantly more debt. This could exacerbate the risks described above.

The terms of the indenture governing the Notes and our revolving credit facility permit us and our subsidiaries to incur significant additional indebtedness, including additional secured indebtedness, in the future. The indenture will allow us to incur secured debt and will allow our non-guarantor subsidiaries to incur

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additional debt, which would be effectively senior to the Notes. In addition, the indenture governing the Notes will not prevent us from incurring other liabilities that do not constitute indebtedness. See “Description of the Notes.” As of December 4, 2012, we had $73.3 million of mortgage debt and approximately $189.8 million available for additional borrowing under our revolving credit facility, after taking into consideration $10.2 million of undrawn letters of credit, subject to certain conditions.

Our debt agreements contain restrictions that will limit our flexibility in operating our business.

The indenture governing the Notes and the agreement governing our revolving credit facility contain various covenants that limit our ability to engage in specified types of transactions. These covenants limit our and our restricted subsidiaries’ ability to, among other things:

• incur or guarantee additional indebtedness;

• declare or pay dividends, redeem stock or make other distributions to stockholders;

• make certain investments;

• create liens or use assets as security in other transactions;

• merge or consolidate, or sell, transfer, lease or dispose of substantially all of our assets;

• enter into transactions with affiliates; and

• sell or transfer certain assets.

Additionally, the agreement governing our revolving credit facility requires us to maintain certain financial ratios. A breach of any of these covenants could result in a default under the indenture governing the Notes and the agreement governing our revolving credit facility. We may also be unable to take advantage of business opportunities that arise because of the limitations imposed on us by the restrictive covenants under our indebtedness.

We may not have access to the cash flow and other assets of our subsidiaries and our franchisees that may be needed to make payment on the Notes.

Although our operations are conducted through our subsidiaries and franchisees, our subsidiaries and franchisees are not obligated to make funds available to us for payment on the Notes. Accordingly, our ability to make payments on the Notes is dependent on the earnings and the distribution of funds from our subsidiaries and franchisees. Furthermore, our subsidiaries will be permitted under the terms of the indenture governing the Notes, our revolving credit facility and other indebtedness to incur additional indebtedness that may severely restrict or prohibit the making of distributions, the payment of dividends or the making of loans by such subsidiaries to us. We cannot assure you that the agreements governing the future indebtedness of our subsidiaries will permit our subsidiaries to provide us with sufficient dividends, distributions or loans to fund scheduled interest and principal payments on these Notes when due.

To service our indebtedness, including the Notes, we will require a significant amount of cash. The ability to generate cash depends on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness, including the Notes, and to fund planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

We cannot assure you, however, that our business will generate sufficient cash flow from operations, that current capital spending projects will not require significant additional funds to complete or be successful, or that future borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness, including

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the Notes, or to fund our other liquidity needs. If we consummate an acquisition, our debt service requirements could increase. We may need to refinance all or a portion of our indebtedness, including the Notes on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including our revolving credit facility and the Notes, on commercially reasonable terms or at all.

We may not have the ability to raise the funds necessary to finance a change of control offer.

Upon the occurrence of a change of control (as defined in the indenture), we will be required to offer to repurchase all of the Notes at a purchase price equal to 101% of the principal amount on the date of purchase plus accrued and unpaid interest, if any. We cannot assure you that there will be sufficient funds available for us to make any required repurchases of the Notes upon a change of control.

In addition, our revolving credit agreement provides, and any future credit agreements or other debt agreements to which we become a party may provide, that our obligation to repurchase the Notes would be an event of default under such agreement. As a result, we may be restricted or prohibited from repurchasing the Notes. If we are prohibited from repurchasing the Notes, we could seek the consent of our then-existing lenders to repurchase the Notes or we could attempt to refinance the borrowings that contain such prohibition. If we are unable to obtain a consent or refinance the debt, we could not repurchase the Notes. Our failure to repurchase tendered Notes would constitute a default under the indenture and our revolving credit facility, and might constitute a default under the terms of other indebtedness that we incur. See “Description of the Notes—Default and Remedies.”

In a recent decision, the Chancery Court of Delaware raised the possibility that a change of control put right occurring as a result of a failure to have “continuing directors” comprising a majority of a board of directors may be unenforceable on public policy grounds.

The Notes will be effectively junior in right of payment to our existing and future secured debt and that of our subsidiary guarantors.

The Notes, and the guarantees of the Notes, are unsecured and therefore will be effectively junior in right of payment to any of our existing and future secured debt and that of our subsidiary guarantors to the extent of the value of assets securing such debt. In the event of a bankruptcy or similar proceeding, the assets that serve as collateral for any secured debt will be available to satisfy the obligations under the secured debt before any payments are made on the Notes. As of December 4, 2012, we and our subsidiary guarantors had $308.7 million of outstanding indebtedness, of which $73.3 million was mortgage indebtedness, and we had availability under our revolving credit facility of $189.8 million, after taking into consideration $10.2 million of undrawn letters of credit. The Notes will effectively be junior in right of payment to any borrowings under our amended revolving credit facility to the extent of the value of such debt.

The Notes will not be guaranteed by all of our subsidiaries.

The Notes are guaranteed by certain of our subsidiaries, but will not be guaranteed by our other subsidiaries. The Notes will be structurally subordinated to all existing and future obligations, including indebtedness, of such non-guarantor subsidiaries. As of December 4, 2012, our non-guarantor subsidiaries had no outstanding indebtedness or other liabilities. The claims of creditors of any such non-guarantor subsidiaries, including trade creditors, will have priority as to the assets of those subsidiaries. As a result, if we default on our obligations under the Notes, you will not have any claims against any of our subsidiaries that do not provide guarantees of the Notes. As of December 4, 2012, our non-guarantor subsidiaries accounted for less than 1% of each of our consolidated revenue, operating income and total assets. However, in the future, only subsidiaries that borrow or guarantee under certain debt will be required to guarantee the Notes. See “Description of the Notes.”

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Certain of our subsidiaries may not be subject to the restrictive covenants in the indenture governing the Notes.

Certain of our subsidiaries may not be subject to the restrictive covenants in the indenture governing the Notes. This means that these entities would be able to engage in many of the activities that we and our restricted subsidiaries are prohibited or limited from doing under the terms of the indenture governing the Notes, such as incurring additional debt, securing assets in priority to the claims of the holders of the Notes, paying dividends, making investments, selling assets and entering into mergers or other business combinations. These actions could be detrimental to our ability to make payments of principal and interest when due and to comply with our other obligations under the Notes, and could reduce the amount of our assets that would be available to satisfy your claims should we default on the Notes.

A subsidiary guarantee could be voided if it constitutes a fraudulent transfer under U.S. bankruptcy or similar state law, which would prevent the holders of the Notes from relying on that subsidiary to satisfy claims.

Under U.S. bankruptcy law and comparable provisions of state fraudulent transfer laws, a subsidiary guarantee can be voided, or claims under the subsidiary guarantee may be subordinated to all other debts of that subsidiary guarantor if, among other things, the subsidiary guarantor, at the time it incurred the indebtedness evidenced by its subsidiary guarantee or, in some states, when payments become due under the subsidiary guarantee, received less than reasonably equivalent value or fair consideration for the incurrence of the subsidiary guarantee and:

• was insolvent or rendered insolvent by reason of such incurrence;

• was engaged in a business or transaction for which the subsidiary guarantor’s remaining assets constituted unreasonably small capital; or

• intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.

A subsidiary guarantee may also be voided, without regard to the above factors, if a court finds that the subsidiary guarantor entered into the subsidiary guarantee with the actual intent to hinder, delay or defraud its creditors.

A court would likely find that a subsidiary guarantor did not receive reasonably equivalent value or fair consideration for its subsidiary guarantee if the subsidiary guarantor did not substantially benefit directly or indirectly from the issuance of the Notes. If a court were to void a subsidiary guarantee, you would no longer have a claim against the subsidiary guarantor. Sufficient funds to repay the Notes may not be available from other sources, including the remaining guarantors, if any. In addition, the court might direct you to repay any amounts that you already received from the subsidiary guarantor.

The measures of insolvency for purposes of fraudulent transfer laws vary depending upon the governing law. Generally, a subsidiary guarantor would be considered insolvent if:

• the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets;

• the present fair saleable value of its assets were less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they became absolute and mature; or

• it could not pay its debts as they became due.

Each subsidiary guarantee will contain a provision intended to limit the subsidiary guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its subsidiary guarantee to be a fraudulent transfer. This provision may not be effective to protect the subsidiary guarantees from being voided under fraudulent transfer law.

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Ratings of the Notes may affect the market price and marketability of the Notes.

The Notes have been rated by Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services and may in the future be rated by additional ratings agencies. Such ratings are limited in scope, and do not address all material risks relating to an investment in the Notes, but rather reflect only the view of each rating agency at the time the rating is issued. An explanation of the significance of such rating may be obtained from such rating agency. There is no assurance that such credit ratings will remain in effect for any given period of time or that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies, if, in each rating agency’s judgment, circumstances so warrant. It is also possible that such ratings may be lowered in connection with future events, such as future acquisitions. Holders of Notes will have no recourse against us or any other parties in the event of a change in or suspension or withdrawal of such ratings. Any lowering, suspension or withdrawal of such ratings may have an adverse effect on the market price or marketability of the Notes.

Many of the covenants contained in the indenture will be suspended if the Notes are rated investment grade by both Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services.

Many of the covenants in the indenture governing the Notes will be suspended if the Notes are rated investment grade by both Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services. These covenants will restrict, among other things, our ability to pay dividends, to incur debt and to enter into certain other transactions. There can be no assurance that the Notes will ever be rated investment grade, or that if they are rated investment grade, that the Notes will maintain such ratings. However, suspension of these covenants would allow us to engage in certain transactions that would not be permitted while these covenants were in force. See “Description of the Notes—Limitation of Applicability of Certain Covenants if Notes Rated Investment Grade.”

Risks Related to the Exchange Offer

If you choose not to exchange your old Notes in the exchange offer, the transfer restrictions currently applicable to your old Notes will remain in effect and the market price of your old Notes could decline.

If you do not exchange your old Notes for new Notes in the exchange offer, then you will continue to be subject to the transfer restrictions on the old Notes as set forth in the offering memorandum distributed in connection with the private offering of the old Notes. In general, the old Notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement entered into in connection with the private offering of the old Notes, we do not intend to register resales of the old Notes under the Securities Act. The tender of old Notes under the exchange offer will reduce the principal amount of the old Notes outstanding, which may have an adverse effect upon, and increase the volatility of, the market price of the old Notes due to reduction in liquidity.

Holders of the old Notes who do not tender their old Notes will have no further rights under the registration rights agreement, including registration rights and the right to receive additional interest.

Holders who do not tender their old Notes will not have any further registration rights or any right to receive additional interest under the registration rights agreement or otherwise.

You must follow the exchange offer procedures carefully in order to receive the new Notes.

If you do not follow the procedures described in this prospectus, you will not receive any new Notes. If you want to tender your old Notes in exchange for new Notes, you should allow sufficient time to ensure timely delivery. No one is under any obligation to give you notification of defects or irregularities with respect to tenders of old Notes for exchange. For additional information, see the section captioned “The Exchange Offer” in this prospectus.

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There are state securities law restrictions on the resale of the new Notes.

In order to comply with the securities laws of certain jurisdictions, the new Notes may not be offered or resold by any holder, unless they have been registered or qualified for sale in such jurisdictions or an exemption from registration or qualification is available and the requirements of such exemption have been satisfied. We currently do not intend to register or qualify the resale of the new Notes in any such jurisdictions. However, generally an exemption is available for sales to registered broker-dealers and certain institutional buyers. Other exemptions under applicable state securities laws also may be available.

Some persons who participate in the exchange offer must deliver a prospectus in connection with resales of the new Notes.

Based on the position of the SEC enunciated in Morgan Stanley & Co., Inc., SEC no-action letter (June 5, 1991) and Exxon Capital Holdings Corporation, SEC no-action letter (May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling dated July 2, 1993, we believe that you may offer for resale, resell or otherwise transfer the new Notes without compliance with the registration and prospectus delivery requirements of the Securities Act. However, in some instances described in this prospectus under “Plan of Distribution,” you will remain obligated to comply with the registration and prospectus delivery requirements of the Securities Act to transfer your new Notes. In these cases, if you transfer any new Notes without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your new Notes under the Securities Act, you may incur liability under the Securities Act. We do not and will not assume, or indemnify you against, this liability.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including documents incorporated herein by reference, contains various forward-looking statements, which represent our expectations or beliefs concerning future events, including one or more of the following: future financial performance and restaurant growth (both Company-owned and franchised), future capital expenditures, future borrowings and repayments of debt, availability of financing on terms attractive to the Company, payment of dividends, stock and bond repurchases, restaurant acquisitions, conversions of Company-owned restaurants to other dining concepts, and changes in senior management and in the Board of Directors. We caution the reader that a number of important factors and uncertainties could, individually or in the aggregate, cause our actual results to differ materially from those included in the forward-looking statements (such statements include, but are not limited to, statements relating to cost savings that we estimate may result from any programs we implement, our estimates of future capital spending and free cash flow, our targets for annual growth in same-restaurant sales and average annual sales per restaurant, and the benefits of our television marketing), including, without limitation, the following:

• general economic conditions;

• changes in promotional, couponing and advertising strategies;

• changes in our guests’ disposable income;

• consumer spending trends and habits;

• increased competition in the restaurant market;

• laws and regulations affecting labor and employee benefit costs, including further potential increases in state and federally mandated minimum wages, and healthcare reform;

• guests’ acceptance of changes in menu items;

• guests’ acceptance of our development prototypes and remodeled restaurants;

• our ability to successfully integrate acquired companies;

• mall-traffic trends;

• changes in the availability and cost of capital;

• weather conditions in the regions in which Company-owned and franchised restaurants are operated;

• costs and availability of food and beverage inventory;

• our ability to attract and retain qualified managers, franchisees and team members;

• impact of adoption of new accounting standards;

• impact of food-borne illnesses resulting from an outbreak at either Ruby Tuesday or other restaurant concepts;

• our ability to successfully integrate acquired companies;

• our ability to complete our planned sale-leaseback transactions;

• effects of actual or threatened future terrorist attacks in the United States; and

• significant fluctuations in energy prices.

Any such forward-looking statements, whether made in this prospectus or elsewhere, should be considered in the context of the various disclosures made by us about our businesses including, without limitation, the risk factors discussed above. Except as required under the federal securities laws and the rules and regulations of the SEC, we do not have any intention or obligation to update publicly any forward-looking statements, whether as a result of new information, future events, changes in assumptions, or otherwise. For further discussion of these and other factors that could impact our future results, performance or transactions, please carefully read “Risk Factors.”

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USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the new Notes. The new Notes will be exchanged for old Notes as described in this prospectus upon our receipt of old Notes. We will cancel all of the old Notes surrendered in exchange for the new Notes.

Our net proceeds from the sale of the old Notes were approximately $246.3 million, before deducting the initial purchasers’ discounts and our offering expenses. We used those net proceeds to repay all outstanding indebtedness under our revolving credit facility, to redeem all of our outstanding Series B senior notes, to pay off certain of our outstanding mortgage loan obligations and for general corporate purposes.

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CAPITALIZATION

The following table sets forth our consolidated cash and short-term investments and our consolidated capitalization as of December 4, 2012. This table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes which are incorporated by reference into this prospectus.

	As of December 4, 2012
	(in thousands)
Cash and cash equivalents	$	25,594
Total long-term debt, including current maturities:
7 5/8% Senior Notes due 2020 less unamortized discount	$	235,204
Revolving credit facility (1)		0
Mortgage loan obligations		73,305
Capital Lease Obligations		188
Total Debt (2)	$	308,697
Total shareholders’ equity	$	545,921
Total capitalization	$	854,618

(1) As of January 31, 2013, there was no outstanding balance under the revolving credit facility, with availability of $189.8 million (after taking into consideration $10.2 million of letters of credit outstanding).

(2) Does not reflect operating lease obligations of approximately $392.4 million and purchase obligations of approximately $133.0 million as of December 4, 2012.

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RATIO OF EARNINGS TO FIXED CHARGES

The following table presents our consolidated ratio of earnings to fixed charges for the periods indicated:

	26 Weeks Ended December 4, 2012		Fiscal year ended
			June 5, 2012		May 31, 2011		June 1, 2010		June 2, 2009		June 3, 2008
Ratio of Earnings to Fixed Charges		0.45		1.01		2.67		2.83		0.19		1.55

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following selected historical consolidated financial data as of and for each of the years in the five-year period ended June 5, 2012 have been derived from, and should be read together with, our audited consolidated financial statements and the accompanying notes incorporated by reference into this prospectus. Fiscal years 2008, 2009, 2010 and 2011 each contained 52 weeks. Fiscal year 2012 was a 53-week year.

The selected historical consolidated financial data presented below as of and for the 26 weeks ended December 4, 2012 have been derived from, and should be read together with, our unaudited condensed consolidated financial statements and the accompanying notes incorporated by reference into this prospectus. In the opinion of management, all adjustments consisting of normal recurring accruals considered necessary for a fair presentation have been included. The results of operations for interim periods are not necessarily indicative of the operating results that may be expected for the entire year or any future period.

The financial statement data in the table below should be read in conjunction with the historical consolidated financial statements and notes thereto, “Capitalization” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are included elsewhere or incorporated by reference in this prospectus.

	Fiscal year ended (1)															Twenty-six weeks ended (unaudited)
	June 3, 2008			June 2, 2009			June 1, 2010			May 31, 2011			June 5, 2012			November 29, 2011			December 4, 2012
	(dollars in thousands)
Summary of Operations
Revenues:
Restaurant sales and operating revenue	$	1,346,721		$	1,239,104		$	1,188,043		$	1,258,015		$	1,320,040		$	635,009		$	634,018
Franchise revenue		13,583			9,452			6,753			7,147			5,738			2,741			3,136
Total revenue	$	1,360,304		$	1,248,556		$	1,194,796		$	1,265,162		$	1,325,778		$	637,750		$	637,154
Income/(loss) before income taxes (1)	$	23,699		$	(42,866	)	$	57,758		$	52,622		$	(14,938	)	$	1,910		$	(28,516	)
(Benefit)/provision for income taxes		(2,678	)		(24,948	)		12,414			5,744			(14,750	)		818			(16,047	)
Net/income(loss)	$	26,377		$	(17,918	)	$	45,344		$	46,878		$	(188	)	$	1,092		$	(12,469	)
Earnings/(loss) per share:
Basic	$	0.51		$	(0.35	)	$	0.74		$	0.73		$	(0.00	)	$	0.02		$	(0.20	)
Diluted	$	0.51		$	(0.35	)	$	0.73		$	0.72		$	(0.00	)	$	0.02		$	(0.20	)
Weighted average common and common equivalent shares:
Basic		51,572			51,395			61,553			64,029			62,916			63,177			62,409
Diluted		51,688			51,395			61,870			64,948			62,916			63,729			62,409
Other Data:
Cash dividends per share of common stock	$	0.25		$	—		$	—		$	—		$	—		$	—		$	—
Company same-restaurant sales change		(9.8	)%		(7.9	)%		(1.3	)%		0.9	%		(4.5	)%		(4.2	)%		1.1	%
Balance Sheet Data:
Total assets	$	1,271,937		$	1,124,196		$	1,064,029		$	1,187,026		$	1,173,537		$	1,171,697		$	1,109,140
Long-term debt and capital leases, less current maturities	$	588,142		$	476,566		$	276,490		$	329,184		$	314,209		$	324,800		$	298,709
Shareholders’ equity	$	431,518		$	416,366		$	538,100		$	591,713		$	576,224		$	578,613		$	545,921

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	Fiscal year ended (1)															Twenty-six weeks ended (unaudited)
	June 3, 2008			June 2, 2009			June 1, 2010			May 31, 2011			June 5, 2012			November 29, 2011			December 4, 2012
	(dollars in thousands)
Statement of Operations Data:
Closures and impairments (2)	$	6,453		$	54,951		$	3,776		$	6,249		$	18,665		$	1,098		$	19,375
Goodwill impairment (2)	$	—		$	18,957		$	—		$	—		$	16,919		$	—		$	—
Interest expense, net	$	31,352		$	33,940		$	17,074		$	13,508		$	23,312		$	8,895		$	13,971
Cash Flow Data:
Net cash provided/(used) by:
Operating activities	$	101,889		$	102,569		$	140,264		$	116,292		$	112,251		$	36,985		$	609
Investing activities	$	(104,219	)	$	3,195		$	(9,439	)	$	(24,492	)	$	(33,755	)	$	(17,882	)	$	14,114
Financing activities	$	(7,530	)	$	(112,036	)	$	(131,016	)	$	(91,647	)	$	(40,034	)	$	(19,939	)	$	(37,313	)
Purchases of property and equipment	$	116,918		$	17,186		$	17,672		$	26,684		$	37,966		$	20,664		$	18,505

(1) Fiscal years 2008 through 2011 each include 52 weeks. Fiscal 2012 includes 53 weeks. The extra week in fiscal 2012 added $23.4 million to revenue and $0.03 to diluted earnings per share.

(2) See Note 8 to the Consolidated Financial Statements contained within the Form 10-K for the fiscal year ended June 5, 2012 incorporated by reference herein for a description of closures and impairments expenses in fiscal 2012, 2011, and 2010 and discussion of the goodwill impairment in fiscal 2012.

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DESCRIPTION OF THE NOTES

In this Description of the Notes, “Issuer” refers only to Ruby Tuesday, Inc., and any successor obligor on the notes, and not to any of its subsidiaries. You can find the definitions of certain terms used in this description under “—Certain Definitions.”

The Issuer issued the old Notes under an indenture among the Issuer, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as trustee (as supplemented as of the date of this prospectus). The indenture is subject to and governed by the Trust Indenture Act of 1939. The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939.

All references to notes below refer to the old Notes and the new Notes unless the context otherwise requires.

The following is a summary of the material provisions of the indenture. Because this is a summary, it may not contain all the information that is important to you. You should read the indenture in its entirety. Copies of the indenture are available as described under “Where You Can Find More Information.”

Basic Terms of Notes

The notes

• are unsecured unsubordinated obligations of the Issuer, guaranteed by each Subsidiary Guarantor;

• are issued in an original aggregate principal amount of $238.5 million;

• mature on May 15, 2020;

• bear interest commencing the most recent date to which interest has been paid or provided for at 7 ⁵/₈%, payable semiannually on each May 15 and November 15 to holders of record on the May 1 or November 1 immediately preceding the interest payment date;

• bear interest on overdue principal, and overdue interest, at the rate otherwise applicable to the notes.

Interest will be computed on the basis of a 360-day year of twelve 30-day months.

Ranking

The notes and the guarantees thereof are unsecured obligations of the Issuer and the Guarantors, ranking equally in right of payment with all existing and future unsubordinated obligations of the Issuer and the Guarantors, but effectively junior to all secured debt, to the extent of the value of assets securing such debt. Claims of creditors of non-guarantor subsidiaries, including trade creditors, secured creditors and creditors holding debt and guarantees issued by those subsidiaries, and claims of preferred stockholders (if any) of those subsidiaries generally will have priority with respect to the assets and earnings of those subsidiaries over the claims of creditors of the Issuer, including holders of the notes. The notes and each Note Guaranty therefore are effectively subordinated to the claims of creditors (including trade creditors) and preferred stockholders (if any) of subsidiaries of the Issuer (other than the Guarantors). As of December 4, 2012, the Issuer and the Guarantors had $308.7 million of outstanding Debt, of which $73.3 million was mortgage Debt, and the Issuer had availability under the Credit Agreement of $189.8 million, after taking into consideration $10.2 million of undrawn letters of credit. As of December 4, 2012, the Issuer’s subsidiaries (other than the Guarantors) had no outstanding Debt and no other liabilities. Although the indenture limits the incurrence of Debt and Disqualified or Preferred Stock of Restricted Subsidiaries, the limitation is subject to a number of significant exceptions. Moreover, the indenture does not impose any limitation on the incurrence by Restricted Subsidiaries of liabilities that are not considered Debt or Disqualified or Preferred Stock under the indenture. See “—Certain Covenants—Limitation on Debt.”

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Additional Notes

Subject to the covenants described below, the Issuer may issue notes under the indenture having the same terms in all respects as the notes except that the issue price may be different and interest will accrue on the additional notes from their date of issuance. The notes offered hereby and any additional notes would be treated as a single class for all purposes under the indenture and will vote together as one class on all matters with respect to the notes, provided that if the additional notes are not fungible with the notes for United States federal income tax or securities law purposes, the additional notes will have a separate CUSIP number.

Optional Redemption

Except as set forth in the next three paragraphs, the notes are not redeemable at the option of the Issuer.

At any time and from time to time on or after May 15, 2016, the Issuer may redeem the notes, in whole or in part, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest to the redemption date.

12-month period commencing	Percentage
May 15, 2016		103.813	%
May 15, 2017		101.906	%
May 15, 2018 and thereafter		100.000	%

At any time and from time to time prior to May 15, 2015, the Issuer may redeem notes with the net cash proceeds received by the Issuer from any Equity Offering at a redemption price equal to 107.625% of the principal amount plus accrued and unpaid interest to the redemption date, in an aggregate principal amount for all such redemptions not to exceed 35% of the aggregate principal amount of the notes, including additional notes; provided that

(1) in each case the redemption takes place not later than 90 days after the closing of the related Equity Offering, and

(2) not less than 65% of the original aggregate principal amount of the notes remains outstanding immediately thereafter.

In addition, prior to May 15, 2016, the Issuer may redeem the notes at its option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and additional interest, if any, to, the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

“Applicable Premium” means, with respect to any note on any redemption date, the greater of:

(1) 1.0% of the principal amount of such note; and

(2) the excess, if any, of (a) the present value at such redemption date of (i) the redemption price of such note on May 15, 2016 (as stated in the table above), plus (ii) all required interest payments due on such note through May 15, 2016 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over (b) the principal amount of such note.

Notice of redemption will be mailed by first-class mail at least 30 and not more than 60 days before the date of redemption to each holder’s registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a satisfaction and discharge of the indenture. If fewer than all of the notes are being redeemed, the trustee will select the notes to be redeemed pro

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rata, by lot or by any other method the trustee in its sole discretion deems fair and appropriate, in denominations of $1,000 principal amount and multiples thereof. Upon surrender of any note redeemed in part, the holder will receive a new note equal in principal amount to the unredeemed portion of the surrendered note. Once notice of redemption is sent to the holders, notes called for redemption become due and payable at the redemption price on the redemption date, and, commencing on the redemption date, notes redeemed will cease to accrue interest.

No Mandatory Redemption or Sinking Fund; Offers to Purchase; Open Market Purchases

There will be no mandatory redemption or sinking fund payments for the notes. However, under certain circumstances, we may be required to offer to purchase notes as described under the captions “—Certain Covenants—Repurchase of Notes upon a Change of Control” and “Certain Covenants—Limitation on Asset Sales.” We may at any time and from time to time purchase notes in the open market or otherwise.

Guarantees

The obligations of the Issuer pursuant to the notes, including any repurchase obligation resulting from a Change of Control, are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by each Subsidiary Guarantor. If the Issuer or any of its Restricted Subsidiaries acquires or creates a Domestic Restricted Subsidiary after the date of the indenture that guarantees or is a borrower under any Credit Facility or any capital markets debt, the new Domestic Restricted Subsidiary must provide a guaranty of the notes (a “Note Guaranty”).

Each Note Guaranty will be limited to the maximum amount that would not render the Guarantors’ obligations subject to avoidance under applicable fraudulent transfer provisions of the United States Bankruptcy Code or any comparable provision of state law. By virtue of this limitation, a Guarantor’s obligation under its Note Guaranty could be significantly less than amounts payable with respect to the notes, or a Guarantor may have effectively no obligation under its Note Guaranty. See “Risk Factors—Risks Related to the Notes—A subsidiary guarantee could be voided if it constitutes a fraudulent transfer under U.S. bankruptcy or similar state law, which would prevent the holders of the notes from relying on that subsidiary to satisfy claims.”

The following Domestic Restricted Subsidiaries of the Issuer are not Subsidiary Guarantors: Ruby Tuesday of Allegany County, Inc., a Maryland corporation; RT of Columbia, Inc., a Maryland corporation; RT of Clarksville, Inc., a Maryland corporation; Ruby Tuesday of Pocomoke City, Inc., a Maryland corporation; Orpah, Inc., a Maryland corporation; Ruby Tuesday of St. Mary’s, Inc., a Maryland corporation; Ruby Tuesday of Frederick, Inc., a Maryland corporation; RT of Cecil County, Inc., a Maryland corporation; and Ruby Tuesday Sunday Club, Inc., an Alabama corporation.

The Note Guaranty of a Guarantor will terminate upon

(1) a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (other than to the Issuer or a Restricted Subsidiary) otherwise permitted by the indenture,

(2) the designation in accordance with the indenture of the Guarantor as an Unrestricted Subsidiary or the Guarantor otherwise ceases to be a Restricted Subsidiary in accordance with the indenture,

(3) in the case of any Domestic Restricted Subsidiary that after the Issue Date is required to provide a Note Guaranty of the notes pursuant to the covenant described under “—Certain Covenants—Guarantees by Restricted Subsidiaries,” the release or discharge of the guaranty by such Restricted Subsidiary of Debt of the Issuer or any Restricted Subsidiary of the Issuer or such Restricted Subsidiary or the repayment of the Debt, which resulted in the obligation to provide a Note Guaranty of the notes, except if a release or discharge is by or as a result of payment under such other guaranty, or

(4) defeasance or discharge of the notes, as provided in “Defeasance and Discharge.”

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Limitation of Applicability of Certain Covenants if Notes Rated Investment Grade

The obligation of the Issuer and its Restricted Subsidiaries to comply with the provisions of the indenture described below under the caption “Certain Covenants” (except for the covenants described under “Limitation on Liens,” “Designation of Restricted and Unrestricted Subsidiaries,” “Financial Reports” and “Repurchase of Notes upon a Change of Control”) and clause (a) (3) under “Consolidation, Merger or Sale of Assets—The Issuer” will be suspended (such suspended covenants, the “Suspended Covenants”) and cease to have any further effect from and after the first date when the notes have an Investment Grade Rating; provided, that if the notes cease to have an Investment Grade Rating, then, from and after such time, the obligation of the Issuer and its Restricted Subsidiaries to comply with the Suspended Covenants shall be reinstated.

Notwithstanding the foregoing, in the event of any such reinstatement, no action taken or omitted to be taken by the Issuer or any of its Subsidiaries prior to such reinstatement shall give rise to a Default or Event of Default under the indenture upon reinstatement; provided that (1) with respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments made on or after the Issue Date, for purposes of clause (a)(3) of the “Limitation on Restricted Payments” covenant, will be calculated as though such covenant had been in effect during the entire period after such date; (2) all Debt, Incurred, during the suspension period will be deemed to have been Incurred pursuant to clause (8) of paragraph (b) of “Limitation on Debt,” and (3) promptly, and in any event within 10 business days of such reinstatement, any Restricted Subsidiary that would have been required prior to such reinstatement by the “Guarantees by Restricted Subsidiaries” covenant to execute a supplemental indenture (but for the suspension of such covenant) will execute such supplemental indenture required by such covenant.

There can be no assurance that the notes will ever achieve or maintain Investment Grade Ratings.

Certain Covenants

The indenture contains covenants including, among others, the following:

Limitation on Debt

(a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt or Disqualified Stock, and will not permit any of its Restricted Subsidiaries that are not Guarantors to Incur any Preferred Stock (other than Disqualified Stock or Preferred Stock of Restricted Subsidiaries held by the Issuer or a Restricted Subsidiary, so long as it is so held); provided that the Issuer or any Restricted Subsidiary may Incur Debt, Disqualified Stock or Preferred Stock if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, the Fixed Charge Coverage Ratio is not less than 2.0 to 1.0 (the “Fixed Charge Coverage Test”); provided, further, that the maximum aggregate principal amount of Debt, Disqualified Stock or Preferred Stock that non-Guarantors may incur under this paragraph (a) is $25.0 million outstanding at any time.

(b) Notwithstanding the foregoing, the Issuer and, to the extent provided below, any Restricted Subsidiary may Incur the following (“Permitted Debt”):

(1) Debt (“Permitted Bank Debt”) of the Issuer or any Restricted Subsidiary pursuant to Credit Facilities (and, without duplication, Guarantees of such Debt by the Issuer or any Restricted Subsidiary), including the amount of any outstanding revolving credit loans; provided that the aggregate principal amount at any time outstanding does not exceed the greater of (x) $200.0 million and (y) an amount such that, on a pro forma basis after giving effect to the Incurrence of such Debt (and application of the net proceeds therefrom), the Secured Debt Ratio would be no greater than 2.5 to 1.0, less (i) any amount of such Debt permanently repaid as provided under the “Limitation on Asset Sales” and (ii) the outstanding principal amount of any Permitted Receivables Financing;

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(2) Debt of the Issuer or any Restricted Subsidiary to the Issuer or any Restricted Subsidiary so long as such Debt continues to be owed to the Issuer or a Restricted Subsidiary and which, if the obligor is the Issuer or a Guarantor and such Debt is owed to a non-Guarantor, is subordinated in right of payment to the notes;

(3) Debt of the Issuer pursuant to the notes (other than additional notes) and Debt of any Guarantor pursuant to a Note Guaranty of the notes (including additional notes) and Exchange Notes (and Note Guarantees) in respect thereof;

(4) Debt, Disqualified Stock or Preferred Stock (“Permitted Refinancing Debt”) of the Issuer or any Restricted Subsidiary constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used (or will be used within 90 days) to repay, redeem, repurchase, refinance or refund, including by way of defeasance (all of the above, for purposes of this clause, “refinance”) then outstanding Debt, Disqualified Stock or Preferred Stock in an amount not to exceed the principal amount or liquidation value of the Debt, Disqualified Stock or Preferred Stock so refinanced, plus premiums, fees and expenses; provided that

(A) in case Debt to be refinanced is subordinated in right of payment to the notes, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the notes at least to the extent that the Debt to be refinanced is subordinated in right of payment to the notes;

(B) the new Debt, Disqualified Stock or Preferred Stock does not have a Stated Maturity prior to the earlier of (i) the Stated Maturity of the Debt, Disqualified Stock or Preferred Stock to be refinanced and (ii) one year after the Stated Maturity of the notes, and the new Debt, Disqualified Stock or Preferred Stock has an Average Life at the time of Incurrence that is not less than the shorter of (x) the remaining Average Life of the Debt, Disqualified Stock or Preferred Stock being refinanced and (y) the Average Life that would result if all payments of principal on the Debt, Disqualified Stock and Preferred Stock being refinanced that were due on or after the date that is one year following the last maturity date of any notes then outstanding were instead due on such date;

(C) in no event may Debt, Disqualified Stock or Preferred Stock of the Issuer or any Guarantor be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor;

(D) Debt, Disqualified Stock or Preferred Stock Incurred pursuant to clauses (1), (2), (5), (6) and (10) through (16) may not be refinanced pursuant to this clause (4); and

(E) no Debt may be issued to refinance Disqualified Stock or Preferred Stock;

(5) Hedging Agreements of the Issuer or any Restricted Subsidiary in the ordinary course of business and not entered into for speculation;

(6) Debt of the Issuer or any Restricted Subsidiary with respect to (A) letters of credit and bankers’ acceptances issued in the ordinary course of business and not supporting other Debt, including letters of credit supporting performance, surety or appeal bonds, workers’ compensation claims, health, disability or other benefits to employees or former employees or their families or property, casualty or liability insurance or self-insurance, and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental or other permits or licenses from governmental authorities, or other Debt with respect to reimbursement type obligations regarding workers’ compensation claims; (B) indemnification, adjustment of purchase price, earn-out or obligations incurred in connection with the acquisition or disposition of any business or assets; provided that such Debt is not reflected on the balance sheet of the Issuer or any of its Restricted Subsidiaries and (C) Guarantees of Debt of (i) suppliers, licensees, franchisees or customers in the ordinary course of business or (ii) joint ventures, in an aggregate amount at any time outstanding under this clause (C) not to exceed the greater of $75.0 million and 4.0% of Total Assets;

(7) Acquired Debt; provided, that after giving effect to the Incurrence thereof, (i) the Issuer could Incur at least $1.00 of Debt under the Fixed Charge Coverage Test or (ii) the Fixed Charge Coverage Ratio would be greater than the Fixed Charge Coverage Ratio immediately prior to such Incurrence;

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(8) Debt of the Issuer or any Restricted Subsidiary outstanding on the Issue Date (and, for purposes of clause (4)(D), not otherwise constituting Permitted Debt);

(9) Debt, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary, which may include Capital Leases, Incurred on or after the Issue Date no later than 365 days after the date of purchase or completion of construction, improvement, repair or replacement of property (real or personal) or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) for the purpose of financing all or any part of the purchase price or cost thereof and any related taxes or transaction costs; provided that the principal amount of any Debt Incurred pursuant to this clause may not exceed at any time outstanding (a) the greater of $50.0 million and 4.0% of Total Assets (measured at the time of Incurrence of any such Debt) less (b) the aggregate outstanding amount of Permitted Refinancing Debt Incurred to refinance Debt Incurred pursuant to this clause;

(10) Debt of Foreign Restricted Subsidiaries Incurred on or after the Issue Date in an aggregate principal amount not to exceed $25.0 million at any one time outstanding;

(11) Debt of the Issuer or any Guarantor consisting of co-issuances or Guarantees of Debt of the Issuer or any Restricted Subsidiary Incurred under any other clause of this covenant;

(12) Debt, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary Incurred on or after the Issue Date not otherwise permitted in an aggregate principal amount at any time outstanding not to exceed $40.0 million;

(13) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Debt is extinguished within five Business Days of Incurrence;

(14) Debt of the Issuer or any Restricted Subsidiary consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(15) Debt of the Issuer or any Restricted Subsidiary supported by a letter of credit or bank guarantee issued pursuant to Credit Facilities (which letter of credit or bank guarantee is Incurred pursuant to clause (1) above) in a principal amount not in excess of the stated amount of such letter of credit;

(16) any Permitted Receivables Financing in an aggregate principal amount at any time outstanding not to exceed (A) the maximum amount of Debt permitted to be Incurred under clause (1) at such time, less (B) the amount of Debt incurred under clause (1) outstanding at such time; and

(17) Debt issued by the Issuer or a Restricted Subsidiary to current or former officers, directors or employees thereof or any direct or indirect parent thereof (or their spouses or former spouses or estates or beneficiaries under their estates) to finance the purchase or redemption of Equity Interests of any direct or indirect parent of the Issuer to the extent permitted by clause (b)(7) under “Limitation on Restricted Payments.”

(c) For purposes of determining compliance with this covenant:

(1) in the event that an item of Debt, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of Permitted Debt or is entitled to be Incurred pursuant to paragraph (a) of this covenant, the Issuer, in its sole discretion, will classify and may reclassify (based on circumstances at the time of any such reclassification) such item of Debt, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Debt, Disqualified Stock or Preferred Stock in one of the above clauses; and

(2) at the time of Incurrence, classification or reclassification, the Issuer will be entitled to divide, classify and reclassify an item of Debt in more than one of the types of Debt described in paragraphs (a) and (b) above;

provided that all Debt outstanding under the Credit Agreement on the Issue Date will be treated as Incurred on the Issue Date under clause (1) of paragraph (b).

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(d) Neither the Issuer nor any Guarantor may Incur Debt that is subordinate in right of payment to any Debt of the Issuer or the Guarantor unless such Debt is subordinated in right of payment to the notes or the relevant Note Guaranty. This does not apply to distinctions between categories of Debt that exist by reason of any Liens, any customary provisions of any inter-creditor arrangements related to subordination of any such Liens or Guarantees securing or in favor of some but not all of such Debt.

Limitation on Restricted Payments

(a) The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly (the payments and other actions described in the following clauses being collectively “Restricted Payments”):

• declare or pay any dividend or make any distribution on its Equity Interests (other than dividends or distributions paid in the Issuer’s Qualified Equity Interests) held by Persons other than the Issuer or any of its Restricted Subsidiaries;

• purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Issuer or any direct or indirect parent of the Issuer held by Persons other than the Issuer or any of its Restricted Subsidiaries;

• repay, redeem, repurchase, defease or otherwise acquire or retire for value, or make any payment on or with respect to, any Subordinated Debt except a payment of interest or principal at Stated Maturity (other than the payment, redemption, repurchase, defeasance, acquisition or retirement of (A) Subordinated Debt in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeasance, acquisition or retirement and (B) Debt permitted under clause (b)(2) of the “Limitation on Debt” covenant); or

• make any Investment other than a Permitted Investment;

unless, after giving effect to the proposed Restricted Payment:

(1) no Default has occurred and is continuing,

(2) the Issuer could Incur at least $1.00 of Debt under the Fixed Charge Coverage Test, and

(3) the aggregate amount expended for all Restricted Payments made on or after the Issue Date would not, subject to paragraph (c), exceed the sum of

(A) 50% of the aggregate amount of the Consolidated Net Income (or, if the Consolidated Net Income is a loss, minus 100% of the amount of the loss) accrued on a cumulative basis during the period, taken as one accounting period, beginning on February 29, 2012 and ending on the last day of the Issuer’s most recently completed fiscal quarter for which financial statements have been provided (or if not timely provided, required to be provided) pursuant to the indenture, plus

(B) subject to paragraph (c), the aggregate Net Cash Proceeds received by the Issuer (other than from a Subsidiary) after the Issue Date from (i) the issuance and sale of Qualified Equity Interests, including by way of issuance of Disqualified Equity Interests or Debt to the extent such Disqualified Equity Interest or Debt has been converted into Qualified Equity Interests of the Issuer or any direct or indirect parent of the Issuer (and contributed to the Issuer as a contribution to its common equity), and (ii) other contributions to the common equity capital of the Issuer, other than Excluded Contributions, plus

(C) an amount equal to the sum, for all Unrestricted Subsidiaries, of the following:

(x) the cash return, and the fair market value of assets or property received, after the Issue Date, on Investments in an Unrestricted Subsidiary made after the Issue Date pursuant to this paragraph (a) as a result of any sale, repayment, redemption, liquidating distribution or other realization (not included in Consolidated Net Income), plus

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(y) all distributions or dividends to the Issuer or a Restricted Subsidiary from Unrestricted Subsidiaries (provided that such distributions or dividends shall be excluded in calculating Consolidated Net Income for purposes of clause 3(A)), plus

(z) the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the assets less liabilities of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary (other than to the extent the Investment in such Unrestricted Subsidiary constitutes a Permitted Investment), in each case not to exceed in any case the amount of Investments previously made by the Company or any Restricted Subsidiary plus

(D) the cash return, and the fair market value of property received, after the Issue Date, on any other Investment (other than to the extent the Investment constitutes a Permitted Investment) made after the Issue Date pursuant to this paragraph (a), as a result of any sale, repayment, redemption, liquidating distribution or other realization (not included in Consolidated Net Income), not to exceed in any case the amount of such Investments previously made by the Company or any Restricted Subsidiary.

The amount expended in any Restricted Payment, if other than in cash, will be deemed to be the fair market value of the relevant non-cash assets or property, as determined in good faith by the Board of Directors, whose determination will be conclusive and evidenced by a Board Resolution.

(b) The foregoing will not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration thereof if, at the date of declaration, such payment would comply with paragraph (a);

(2) dividends or distributions by a Restricted Subsidiary payable, on a pro rata basis or on a basis more favorable to the Issuer, to all holders of any class of Capital Stock of such Restricted Subsidiary a majority of which is held, directly or indirectly through Restricted Subsidiaries, by the Issuer;

(3) the repayment, redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Debt with the proceeds of, or in exchange for, Permitted Refinancing Debt;

(4) the purchase, redemption or other acquisition or retirement for value of Equity Interests of the Issuer, any direct or indirect parent of the Issuer or any Restricted Subsidiary in exchange for, or out of the proceeds of, (i) an offering (occurring within 60 days of such purchase, redemption or other acquisition or retirement for value) of Qualified Equity Interests of the Issuer or of Qualified Equity Interests of any direct or indirect parent of Issuer to the extent contributed to the common equity of the Issuer or (ii) a contribution to the common equity capital of the Issuer;

(5) the repayment, redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Debt of the Issuer or any Guarantor in exchange for, or out of the proceeds of, (i) an offering (occurring within 60 days of such purchase, redemption or other acquisition or retirement for value) of Qualified Equity Interests of the Issuer or of Qualified Equity Interests of any direct or indirect parent of Issuer to the extent contributed to the common equity of the Issuer or (ii) a contribution to the common equity capital of the Issuer;

(6) any Investment made in exchange for, or out of the net cash proceeds of, a substantially concurrent offering of (i) Qualified Equity Interests of the Issuer or of Qualified Equity Interests of any direct or indirect parent of Issuer to the extent contributed to the common equity of the Issuer or (ii) a contribution to the common equity capital of the Issuer;

(7) amounts paid to any direct or indirect parent of Issuer for the purchase, redemption or other acquisition or retirement for value of Equity Interests of such parent held by officers, directors or employees or former officers, directors or employees of the Issuer, any Restricted Subsidiary or any such parent (or their spouses or former spouses or estates or beneficiaries under their estates), upon

death, disability, retirement, severance or termination of employment or pursuant to any agreement

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under which the Equity Interests were issued; provided that the aggregate cash consideration paid therefor does not exceed an amount equal to (A) $5.0 million in any twelve-month period, (with unused amounts being available to be used in subsequent periods) plus (B) the amount of any net cash proceeds received by or contributed to the Issuer from the issuance and sale after the Issue Date of Qualified Equity Interests of the Issuer or any direct or indirect parent of Issuer to its officers, directors or employees that have not previously been applied to the payment of Restricted Payments pursuant to this covenant or considered an Excluded Contribution, plus (C) the net cash proceeds of any “key-man” life insurance policies that have not been applied to the payment of Restricted Payments pursuant to this covenant or considered an Excluded Contribution;

(8) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Debt at a purchase price not greater than 101% of the principal amount thereof pursuant to provisions similar to those described under the captions “Repurchase of Notes Upon a Change of Control” and “Limitation on Asset Sales”; provided that, in each case, prior to the repurchase the Issuer has made an Offer to Purchase and repurchased all notes issued under the indenture that were validly tendered for payment in connection with such Offer to Purchase;

(9)(a) payments to any direct or indirect parent of Issuer of (i) amounts relating to taxes, in an amount not to exceed the amount of taxes the Issuer and its Subsidiaries would pay on a stand-alone basis, plus (ii) amounts necessary to pay expenses required to maintain its corporate existence, customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, its officers and employees and corporate overhead expenses, plus (iii) amounts necessary to make interest and principal payments on Debt of any direct or indirect parent of the Issuer the proceeds of which have been contributed to the Issuer or any Restricted Subsidiary and that has been guaranteed by, or is otherwise considered Debt of, the Issuer Incurred in accordance with the “Limitation on Debt” covenant, plus (iv) amounts necessary to pay customary and reasonable costs and expenses of financings, acquisitions or offerings of securities of any direct or indirect parent of the Issuer that are not consummated or (b) any “deemed dividend” resulting under the tax laws from, or in connection with, the filing of a consolidated or combined tax return by such direct or indirect parent of the Issuer (and not involving any cash distribution from the Issuer except as permitted by clause (a)(i) above);

(10) repurchases of Equity Interests deemed to occur upon the exercise of stock options if the Equity Interests represent all or a portion of the exercise price thereof (or related withholding taxes), and Restricted Payments by the Issuer to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Capital Stock of any the Issuer;

(11) Restricted Payments that are made with Excluded Contributions;

(12) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Issuer or any Restricted Subsidiary or Preferred Stock of any Restricted Subsidiary issued in accordance with the covenant described under “—Limitation on Debt” to the extent such dividends are included in the definition of Fixed Charges and payment of any redemption price or liquidation value of any such Disqualified Stock or Preferred Stock when due in accordance with its terms;

(13) [Reserved];

(14) other Restricted Payments in an aggregate amount not to exceed $100.0 million; provided that with respect to any such Restricted Payments made pursuant to this clause (14) in excess of $15.0 million, at the time of any such Restricted Payment and after giving effect thereto on a pro forma basis the Leverage Ratio is not greater than 4.0 to 1.0; and

(15) the Share Repurchase;

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provided that, in the case of clauses (7), (9)(iii) and (9)(iv) no Default has occurred and is continuing or would occur as a result thereof.

(c) Proceeds of the issuance of Qualified Equity Interests will be included under clause (3) of paragraph (a) only to the extent they are not applied as described in clause (4), (5), (6) or (7) of paragraph (b). Restricted Payments permitted pursuant to paragraph (b) (other than Restricted Payments permitted by clauses (1), (7) and (8) of paragraph (b)) will not be included in making the calculations under clause (3) of paragraph (a).

(d) For purposes of determining compliance with this covenant, in the event that a proposed Restricted Payment (or portion thereof) meets the criteria of more than one of the categories of Restricted Payments described in clauses (1) through (15) of paragraph (b) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, the Issuer will be entitled to classify or reclassify such Restricted Payment (or portion thereof) in any manner that complies with this covenant and such Restricted Payment will be treated as having been made pursuant to only such clause or clauses or the first paragraph of this covenant; provided that any re-classification of any Restricted Payment made pursuant to clause (14) of paragraph (b) above shall be disregarded for purposes of determining if the amount of Restricted Payments made pursuant to such clause (14) is in excess of $15.0 million.

Limitation on Liens

The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, incur or permit to exist any Lien to secure Debt on any of its properties or assets, whether owned at the Issue Date or thereafter acquired, other than Permitted Liens, without effectively providing that the notes are secured equally and ratably with (or, if the obligation to be secured by the Lien is subordinated in right of payment to the notes or any Note Guaranty, senior in priority to such Liens) the obligations so secured for so long as such obligations are so secured.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

(a) Except as provided in paragraph (b), the Issuer will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to

(1) pay dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Issuer or any other Restricted Subsidiary,

(2) pay any Debt or other obligation owed to the Issuer or any other Restricted Subsidiary,

(3) make loans or advances to the Issuer or any other Restricted Subsidiary, or

(4) transfer any of its property or assets to the Issuer or any other Restricted Subsidiary.

(b) The provisions of paragraph (a) do not apply to any encumbrances or restrictions

(1) existing on the Issue Date in the Credit Agreement, the indenture or any other agreements in effect on the Issue Date, and any amendments, modifications, extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the amendment, modification, extension, renewal, replacement or refinancing are, in the good faith judgment of the Issuer, no more restrictive in any material respect with respect to such encumbrances and other restrictions taken as a whole than the encumbrances or restrictions being extended, renewed, replaced or refinanced;

(2) existing under or by reason of applicable law, rule, regulation or order;

(3) existing

(A) with respect to any Person, or to the property or assets of any Person, at the time the Person is acquired by the Issuer or any Restricted Subsidiary, or

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(B) with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary,

which encumbrances or restrictions (i) are not applicable to any other Person or the property or assets of any other Person and (ii) were not put in place in anticipation of such event and any extensions, renewals, replacements or refinancings of any of the foregoing; provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, in the good faith judgment of the Issuer, no more restrictive in any material respect with respect to such encumbrances and other restrictions taken as a whole than the encumbrances or restrictions being extended, renewed, replaced or refinanced;

(4) of the type described in clause (a)(4) arising or agreed to in the ordinary course of business (i) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease or license or (ii) by virtue of any Lien on, or agreement to transfer, option or similar right (including any asset sale or stock sale agreement) with respect to, any property or assets of the Issuer or any Restricted Subsidiary;

(5) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, the Restricted Subsidiary that is permitted by “Limitation on Asset Sales;”

(6) required pursuant to the indenture;

(7) existing pursuant to customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person;

(8) consisting of restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business;

(9) existing pursuant to any instrument governing any Debt or Capital Stock of a Person that is an Unrestricted Subsidiary as in effect on the date that such Person becomes a Restricted Subsidiary, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person who became a Restricted Subsidiary, or the property or assets of the Person who became a Restricted Subsidiary; provided that, in the case of Debt, the incurrence of such Debt as a result of such Person becoming a Restricted Subsidiary was permitted by the terms of the indenture;

(10) consisting of customary restrictions pursuant to any Permitted Receivables Financing;

(11) existing pursuant to provisions in instruments governing other Debt, Disqualified Stock or Preferred Stock of Restricted Subsidiaries permitted to be Incurred after the Issue Date pursuant to the provisions of the “Limitation on Debt” covenant; provided that (i) such provisions are customary for instruments of such type (as determined in good faith by the Issuer) and (ii) the Issuer determines in good faith that such restrictions will not materially adversely impact the ability of the Issuer to make required principal and interest payments on the notes;

(12) existing pursuant to purchase money obligations for property acquired in the ordinary course of business and Capital Lease obligations that impose restrictions of the nature discussed in clause (a)(4) above on the property so acquired;

(13) contained in any trading, netting, operating, construction, service, supply, purchase or other agreement to which the Issuer or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Issuer or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary; and

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(14) of the type referred to in paragraph (a) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive in any material respect with respect to such encumbrances and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

For purposes of determining compliance with this covenant, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary of the Issuer to other Debt Incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Guarantees by Restricted Subsidiaries

If and for so long as any Domestic Restricted Subsidiary Guarantees or is a borrower under the Credit Agreement or any capital markets debt securities, such Domestic Restricted Subsidiary shall provide a Note Guaranty, and, if the guaranteed Debt of the Issuer is Subordinated Debt, the Guarantee of such guaranteed Debt must be subordinated in right of payment to the Note Guaranty to at least the extent that the guaranteed Debt is subordinated to the notes.

Repurchase of Notes upon a Change of Control

Not later than 30 days following a Change of Control, the Issuer will make an offer to purchase (an “Offer to Purchase”) all outstanding notes at a purchase price equal to 101% of the principal amount plus accrued and unpaid interest to the date of purchase.

An Offer to Purchase must be made by written offer, which will specify the principal amount of notes subject to the offer and the purchase price. The offer must specify an expiration date (the “expiration date”) not less than 30 days or more than 60 days after the date of the offer and a settlement date for purchase (the “purchase date”) not more than five Business Days after the expiration date. The offer will also contain instructions and materials necessary to enable holders to tender notes pursuant to the offer.

A holder may tender all or any portion of its notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a note tendered must be in a multiple of $1,000 principal amount. Holders are entitled to withdraw notes tendered up to the close of business on the expiration date. On the purchase date the purchase price will become due and payable on each note accepted for purchase pursuant to the Offer to Purchase, and interest on notes purchased will cease to accrue on and after the purchase date.

The Issuer will comply with Rule 14e-1 under the Exchange Act and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance.

The Issuer has agreed in the indenture that it will timely repay Debt or obtain consents as necessary under, or terminate, agreements or instruments that would otherwise prohibit an Offer to Purchase required to be made pursuant to the indenture. Notwithstanding this agreement of the Issuer, it is important to note the following:

The Credit Agreement prohibits the Issuer from purchasing notes in the event of a Change of Control and also provides that the occurrence of certain change of control events with respect to the Issuer would constitute a default thereunder. In the event a Change of Control occurs, the Issuer could seek the consent of the Credit Agreement lenders to the purchase of notes or could attempt to refinance the Credit Agreement. If the Issuer

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were not able to obtain that consent or to refinance, it would continue to be prohibited from purchasing notes. In that case, the Issuer’s failure to purchase tendered notes would constitute an Event of Default under the indenture, which would in turn constitute a default under the Credit Agreement.

Future debt of the Issuer may also prohibit the Issuer from purchasing notes in the event of a Change of Control, provide that a Change of Control is a default or require repurchase upon a Change of Control. Moreover, the exercise by the noteholders of their right to require the Issuer to purchase the notes could cause a default under other debt, even if the Change of Control itself does not, due to the financial effect of the purchase on the Issuer.

Finally, the Issuer’s ability to pay cash to the noteholders following the occurrence of a Change of Control may be limited by the Issuer’s then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make the required purchase of the notes. See “Risk Factors—Risks Related to the Notes—We may not have the ability to raise the funds necessary to finance a change of control offer.”

The Issuer’s obligation to make an Offer to Purchase in connection with a Change of Control will be satisfied if a third party makes the Offer to Purchase in the manner and at the times and otherwise in compliance with the requirements applicable to an Offer to Purchase made by the Issuer and purchases all notes properly tendered and not withdrawn under the Offer to Purchase.

The phrase “all or substantially all,” as used with respect to the assets of the Issuer in the definition of “Change of Control,” is subject to interpretation under applicable state law, and its applicability in a given instance would depend upon the facts and circumstances. As a result, there may be a degree of uncertainty in ascertaining whether a sale or transfer of “all or substantially all” the assets of the Issuer has occurred in a particular instance, in which case a holder’s ability to obtain the benefit of these provisions could be unclear.

Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the holder of the notes to require that the Issuer purchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

Holders may not be entitled to require us to purchase their notes in certain circumstances involving a significant change in the composition of our Board of Directors, including in connection with a proxy contest where our Board of Directors does not approve a dissident slate of directors but approves them as continuing directors, even if our Board of Directors initially opposed the directors.

The provisions under the indenture relating to the Issuer’s obligation to make an offer to repurchase the notes as a result of a Change of Control may be waived or amended as described in “—Amendments and Waivers.”

Limitation on Asset Sales

The Issuer will not, and will not permit any Restricted Subsidiary to, make any Asset Sale unless the following conditions are met:

(1) The Asset Sale is for fair market value.

(2) At least 75% of the consideration consists of cash or Cash Equivalents received at closing. (For purposes of this clause (2) only, (A) the assumption by the purchaser of Debt or other obligations (other than Subordinated Debt) of the Issuer or a Restricted Subsidiary not incurred in contemplation of such Asset Sale pursuant to a customary novation agreement, (B) instruments or securities received from the purchaser that are promptly, but in any event within 365 days of the closing, converted by the Issuer to cash, to the extent of the cash actually so received, (C) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together

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with all other Designated Non-cash Consideration received pursuant to this clause (C) that is at that time outstanding, not to exceed the greater of $25.0 million or 2% of Total Assets (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), (D) the fair market value of any assets (including current assets) received by the Issuer or any Restricted Subsidiary to be used by it in the Permitted Business and (E) the fair market value of any Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Person by the Issuer, shall be considered cash received or Cash Equivalents at closing).

(3) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Net Cash Proceeds may be used

(A) to permanently repay secured Debt of the Issuer or a Guarantor or any Debt of a Restricted Subsidiary that is not a Guarantor (and in the case of a revolving credit, permanently reduce the commitment thereunder by such amount), in each case owing to a Person other than the Issuer or any Restricted Subsidiary,

(B) to reduce or repay other Debt (other than Subordinated Debt) (and to correspondingly reduce commitments with respect thereto); provided that, to the extent the Issuer reduces Obligations under such Debt, the Issuer shall equally and ratably reduce Obligations under the notes as provided under “Optional Redemption,” through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer to Purchase) to all holders to purchase their notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of notes that would otherwise be prepaid,

(C) to acquire all or substantially all of the assets of a Permitted Business, or a majority of the Voting Stock of another Person that thereupon becomes a Restricted Subsidiary engaged in a Permitted Business, or to make capital expenditures or otherwise acquire assets (including current assets) that are to be used in a Permitted Business,

(D) to enter into a binding commitment to take any of the actions described in the foregoing subclauses (A), (B) and (C), and take such action within 180 days after the date of such commitment, or

(E) any combination of the foregoing subclauses (A) through (D).

Following the entering into of a binding agreement with respect to an Asset Sale and prior to the consummation thereof, cash or Cash Equivalents (whether or not actual Net Cash Proceeds of such Asset Sale) used for the purposes described in subclauses (A), (B) and (C) of this clause (3) that are designated as uses in accordance with this clause (3), and not previously or subsequently so designated in respect of any other Asset Sale, shall be deemed to be Net Cash Proceeds applied in accordance with this clause (3).

(4) The Net Cash Proceeds of an Asset Sale not applied pursuant to clause (3) within 365 days of the Asset Sale constitute “Excess Proceeds.” Excess Proceeds of less than $17.5 million will be carried forward and accumulated; provided that until the aggregate amount of Excess Proceeds equals or exceeds $17.5 million, all or any portion of such Excess Proceeds may be used or invested in the manner described in clause (3) above and such invested amount shall no longer be considered Excess Proceeds. When accumulated Excess Proceeds equals or exceeds $17.5 million, the Issuer must, within 30 days, make an Offer to Purchase to all holders of notes issued under such indenture and, if required by the terms of any Debt that is pari passu in right of payment with the notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness and to purchase the maximum principal amount of notes and such Pari Passu Indebtedness to which the Offer to Purchase applies that may be purchased out of the Excess Proceeds, at an offer price in respect of the notes in an amount equal to 100% of the principal amount of the notes plus accrued and unpaid interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in the indenture and, with respect to the notes, in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof.

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If the Offer to Purchase is for less than all of the outstanding notes and such Pari Passu Indebtedness and notes and Pari Passu Indebtedness in an aggregate principal amount in excess of the purchase amount are tendered and not withdrawn pursuant to the offer, the Issuer will purchase notes and such Pari Passu Indebtedness having an aggregate principal amount equal to the purchase amount on a pro rata basis, with adjustments so that only notes in multiples of $1,000 principal amount will be purchased. The Issuer may satisfy its obligation to make an Offer to Purchase with respect to any Net Cash Proceeds of any Asset Sale by making an Offer to Purchase with respect to such Net Cash Proceeds prior to the expiration of the 365 day period. Upon completion of the Offer to Purchase, Excess Proceeds will be reset at zero, and any Excess Proceeds remaining after consummation of the Offer to Purchase may be used for any purpose not otherwise prohibited by the indenture.

Limitation on Transactions with Affiliates

(a) The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement including the purchase, sale, lease or exchange of property or assets, or the rendering of any service with any Affiliate of the Issuer or any Restricted Subsidiary (a “Related Party Transaction”), involving aggregate payment or consideration in excess of $15.0 million, except upon terms no less favorable to the Issuer or the Restricted Subsidiary than could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Issuer.

(b) Any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $25.0 million must first be approved by a majority of the Board of Directors who are disinterested in the subject matter of the transaction pursuant to a Board Resolution.

(c) The foregoing paragraphs do not apply to

(1) any transaction between or among the Issuer and/or any of its Restricted Subsidiaries;

(2) the payment of reasonable and customary fees and reimbursement of expenses paid to, and indemnity provided on behalf of, officers, members of the board of directors or managers, employees or consultants of the Issuer or any Restricted Subsidiary;

(3) any Restricted Payments made in accordance with “Limitation on Restricted Payments” and Permitted Investments;

(4) transactions or payments, including grants of securities, stock options and similar rights, pursuant to any employee, officer or director compensation or benefit plans or arrangements entered into in the ordinary course of business or approved by the Issuer’s Board of Directors in good faith;

(5) transactions pursuant to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time (so long as any such amendment is not disadvantageous in any material respect to the holders of notes when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);

(6) any transaction in which the Issuer or any Restricted Subsidiary, as the case may be, obtains a favorable written opinion from a nationally recognized investment banking firm as to the fairness of the transaction to the Issuer and its Restricted Subsidiaries from a financial point of view;

(7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Issuer and the performance of such agreements;

(8) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any Person or any transaction with an Affiliate where the only consideration paid by the Issuer or any Restricted Subsidiary is Equity Interests (other than Disqualified Stock) or any contribution to the capital of the Issuer;

(9) the entering into of any tax sharing agreement or arrangement or any other transactions undertaken in good faith that is consistent with paragraph (b)(9)(a)(i) of the “Limitation on Restricted Payments” covenant;

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(10) pledges of Equity Interests of Unrestricted Subsidiaries;

(11) any employment agreements entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

(12) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice and approved by a majority of the Issuer’s Board of Directors in good faith;

(13) payments or loans (or cancellation of loans) to officers, directors, employees or consultants which are approved by a majority of the Issuer’s Board of Directors in good faith;

(14) sales of Accounts Receivable, or participations therein, or any related transaction, in connection with any Permitted Receivables Financing;

(15) transactions permitted by, and complying with, the provisions of the “Consolidation, Merger or Sale of Assets” covenant, or any merger, consolidation or reorganization of the Issuer with an Affiliate, solely for the purposes of (a) reorganizing to facilitate an initial public offering of securities of the Issuer or any direct or indirect parent company, (b) forming a holding company or (c) reincorporating the Issuer in a new jurisdiction;

(16) transactions between the Issuer or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Issuer or any direct or indirect parent of the Issuer; provided that such director abstains from voting as a director of the Issuer or such direct or indirect parent, as the case may be, on any matter involving such other Person; or

(17) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Issuer and will not materially adversely affect the Issuer’s ability to perform its obligations under the Indenture.

Designation of Restricted and Unrestricted Subsidiaries

(a) The Board of Directors may designate any Subsidiary, including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualifications and the designation would not cause a Default.

(1) Such Subsidiary does not own any Capital Stock of the Issuer (other than Qualified Equity Interests) or any Restricted Subsidiary that is not a Subsidiary of the Subsidiary to be so designated or hold any Lien on any property of the Issuer or any Restricted Subsidiary that is not a Subsidiary of the Subsidiary to be so designated.

(2) At the time of the designation, the designation would be permitted under “Limitation on Restricted Payments” or as a Permitted Investment.

(3) To the extent the Debt of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Issuer or any Restricted Subsidiary is permitted under “Limitation on Debt” and “Limitation on Restricted Payments.”

(4) Neither the Issuer nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results, except to the extent permitted by “Limitation on Debt” and “Limitation on Restricted Payments.”

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Once so designated the Subsidiary will remain an Unrestricted Subsidiary, subject to paragraph (b).

(b) (1) A Subsidiary previously designated an Unrestricted Subsidiary which fails to meet the qualifications set forth in paragraph (a) will be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in paragraph (d).

(2) The Board of Directors may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if (x) the designation would not cause a Default and (y) immediately after giving effect to the transaction on a pro forma basis, (i) the Issuer could Incur at least $1.00 of Debt under the Fixed Charge Coverage Test or (ii) the Fixed Charge Coverage Ratio is greater than immediately prior thereto.

(c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary,

(1) all existing Investments of the Issuer and the Restricted Subsidiaries therein (valued at the Issuer’s proportional share of the fair market value of its assets less liabilities) will be deemed made at that time;

(2) all existing Capital Stock or Debt of the Issuer or a Restricted Subsidiary held by it will be deemed Incurred at that time, and all Liens on property of the Issuer or a Restricted Subsidiary held by it will be deemed incurred at that time;

(3) all existing transactions between it and the Issuer or any Restricted Subsidiary will be deemed entered into at that time;

(4) it is released at that time from its Note Guaranty, if any; and

(5) it will cease to be subject to the provisions of the indenture as a Restricted Subsidiary.

(d) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary,

(1) all of its Debt and Disqualified or Preferred Stock will be deemed Incurred at that time for purposes of “Limitation on Debt,” but will not be considered the sale or issuance of Equity Interests for purposes of “Limitation on Asset Sales;”

(2) Investments therein previously charged under “Limitation on Restricted Payments” will be credited thereunder;

(3) it may be required to issue a Note Guaranty pursuant to “Guarantees by Restricted Subsidiaries;” and

(4) it will thenceforward be subject to the provisions of the indenture as a Restricted Subsidiary.

(e) Any designation by the Board of Directors of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary will be evidenced to the trustee by promptly filing with the trustee a copy of the Board Resolution giving effect to the designation and an officer’s certificate certifying that the designation complied with the foregoing provisions.

Financial Reports

(a) Whether or not the Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Issuer must provide the trustee and note holders, or file electronically with the SEC, within the time periods specified in the SEC’s rules and regulations for non-accelerated filers

(1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Issuer were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to annual information only, a report thereon by the Issuer’s certified independent accountants, and

(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer were required to file such reports.

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In addition, whether or not required by the SEC, the Issuer will, after the effectiveness of this exchange offer registration statement or a shelf registration statement, if the SEC will accept the filing, file a copy of all of the information and reports referred to in clauses (1) and (2) with the SEC for public availability within the time periods specified in the SEC’s rules and regulations. In addition, the Issuer will make the information and reports available to securities analysts and prospective investors upon request.

The Company will also hold quarterly conference calls for the holders of the notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Company’s equity investors and analysts). The conference call will be following the last day of each fiscal quarter of the Company and not later than 10 Business Days after the time that the Company distributes the financial information as set forth in the second preceding paragraph. No fewer than two days prior to the conference call, the Company will issue a press release announcing the time and date of such conference call and providing instructions for holders, securities analysts and prospective investors to obtain access to such call.

Notwithstanding the foregoing, if any direct or indirect parent of the Issuer fully and unconditionally guarantees the notes, the filing of such reports by such parent within the time periods specified above will satisfy such obligations of the Issuer; provided that, following effectiveness of an exchange offer registration statement or shelf registration statement, such reports shall include the information required by Rule 3-10 of Regulation S-X with respect to the Issuer and the Guarantors.

(b) For so long as any of the notes remain outstanding and constitute “restricted securities” under Rule 144 under the Securities Act, the Issuer will furnish to the holders of the notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(c) Notwithstanding the foregoing, the requirements of paragraph (a) above shall be deemed satisfied prior to the effective date of this exchange offer registration statement or the shelf registration statement (as the case may be) by the filing with the SEC of this exchange offer registration statement or the shelf registration statement, and any amendments thereto, in accordance with the provisions of the registration rights agreement containing the information substantially consistent with that required by paragraph (a) and filed within the time periods set forth above.

Reports to Trustee

The Issuer will deliver to the trustee

(1) within 120 days after the end of each fiscal year a certificate stating that the Issuer has fulfilled its obligations under the indenture or, if there has been a Default, specifying the Default and its nature and status;

(2) as soon as possible and in any event within 30 days after the Issuer becomes aware of the occurrence of a Default, an officers’ certificate setting forth the details of the Default, and the action which the Issuer proposes to take with respect thereto.

Consolidation, Merger or Sale of Assets

The Issuer

(a) The Issuer will not

• consolidate with or merge with or into any Person, or

• sell, convey, transfer, lease, or otherwise dispose of all or substantially all of its assets as an entirety or substantially an entirety, in one transaction or a series of related transactions, to any Person or

• permit any Person to merge with or into the Issuer unless

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(1) either (x) the Issuer is the continuing Person or (y) the resulting, surviving or transferee Person is a Person organized and validly existing under the laws of the United States of America or any jurisdiction thereof and expressly assumes by supplemental indenture all of the obligations of the Issuer under the indenture and the notes and the registration rights agreement;

(2) immediately after giving effect to the transaction, no Default has occurred and is continuing;

(3) in the case of a transaction involving the Issuer, immediately after giving effect to the transaction on a pro forma basis, (i) the Issuer or the resulting surviving or transferee Person could Incur at least $1.00 of Debt under the Fixed Charge Coverage Test or (ii) the Fixed Charge Coverage Ratio is greater than immediately prior thereto; and

(4) the Issuer delivers to the trustee an officers’ certificate and an opinion of counsel, each stating that the consolidation, merger or transfer and the supplemental indenture (if any) comply with the indenture;

provided, that clauses (2) through (4) do not apply (i) to the consolidation or merger of the Issuer with or into, or the sale by the Issuer of all or substantially all its assets to, a Restricted Subsidiary or the consolidation or merger of a Restricted Subsidiary with or into, or the sale by such Subsidiary of all or substantially all of its assets to, the Issuer or (ii) if, in the good faith determination of the Board of Directors of the Issuer, whose determination is evidenced by a Board Resolution, the sole purpose of the transaction is to change the jurisdiction of incorporation of the Issuer or to form a holding company for the Issuer (provided that such holding company becomes a Guarantor).

The foregoing shall not apply to (i) any transfer of assets by the Issuer to any Guarantor, (ii) any transfer of assets among Guarantors or (iii) any transfer of assets by a Restricted Subsidiary that is not a Guarantor to (x) another Restricted Subsidiary that is not a Guarantor or (y) the Issuer or any Guarantor.

(b) Upon the consummation of any transaction effected in accordance with these provisions, if the Issuer is not the continuing Person, the resulting, surviving or transferee Person will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the indenture and the notes with the same effect as if such successor Person had been named as the Issuer in the Indenture. Upon such substitution, except in the case of a lease of all or substantially all its assets, the Issuer will be released from its obligations under the indenture and the notes.

Guarantors

No Guarantor may

• consolidate with or merge with or into any Person, or

• sell, convey, transfer or dispose of, all or substantially all its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to any Person, or

• permit any Person to merge with or into the Guarantor unless

(1) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or

(2)(A) either (x) the Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes by supplemental indenture all of the obligations of the Guarantor under its Note Guaranty; and

(B) immediately after giving effect to the transaction, no Default has occurred and is continuing; or

(3) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Issuer or a Restricted Subsidiary) otherwise permitted by the indenture.

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Default and Remedies

Events of Default

An “Event of Default” occurs if

(1) the Issuer defaults in the payment of the principal or premium of any note when the same becomes due and payable at maturity, upon acceleration or redemption, or otherwise;

(2) the Issuer defaults in the payment of interest (including any additional interest) on any note when the same becomes due and payable, and the default continues for a period of 30 days;

(3) the Issuer fails to accept and pay for notes tendered when and as required pursuant to “Repurchase of Notes upon a Change of Control” or “Limitation on Asset Sales;”

(4) the Issuer defaults in the performance of or breaches any other covenant or agreement of the Issuer in the indenture or under the notes and the default or breach continues for a period of 60 consecutive days after written notice to the Issuer by the trustee or to the Issuer and the trustee by the holders of 25% or more in aggregate principal amount of the notes (except in the case of a default with respect to the “Consolidation, Merger or Sale of Assets” covenant, which will constitute an Event of Default with such notice requirement but without such passage of time requirement);

(5) the failure by the Issuer or any Significant Restricted Subsidiary to pay any Debt (other than Debt owing to the Issuer or a Restricted Subsidiary) within any applicable grace period after final maturity or the acceleration of any such Debt by the holders thereof because of a default, in each case, if the total amount of such Debt unpaid or accelerated exceeds $30.0 million;

(6) one or more final judgments or orders for the payment of money are rendered against the Issuer or any of its Significant Restricted Subsidiaries and are not paid or discharged, and there is a period of 60 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or charged against all such Persons to exceed $30.0 million (in excess of amounts which the Issuer’s insurance carriers have agreed to pay under applicable policies) during which a stay of enforcement, by reason of a pending appeal or otherwise, is not in effect;

(7) certain bankruptcy defaults occur with respect to the Issuer or any Significant Restricted Subsidiary; or

(8) any Note Guaranty of a Significant Restricted Subsidiary ceases to be in full force and effect, other than in accordance with the terms of the indenture, or a Guarantor denies or disaffirms its obligations under its Note Guaranty.

Consequences of an Event of Default

If an Event of Default, other than a bankruptcy default with respect to the Issuer, occurs and is continuing under the indenture, the trustee or the holders of at least 25% in aggregate principal amount of the notes then outstanding, by written notice to the Issuer (and to the trustee if the notice is given by the holders), may, and the trustee at the request of such holders shall, declare the principal of and accrued interest on the notes to be immediately due and payable. Upon a declaration of acceleration, such principal and interest will become immediately due and payable. If a bankruptcy default occurs with respect to the Issuer, the principal of and accrued interest on the notes then outstanding will become immediately due and payable without any declaration or other act on the part of the trustee or any holder.

The holders of a majority in principal amount of the outstanding notes by written notice to the Issuer and to the trustee may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if

(1) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the notes that have become due solely by the declaration of acceleration, have been cured or waived, and

(2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

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Except as otherwise provided in “—Consequences of an Event of Default” or “—Amendments and Waivers—Amendments with Consent of Holders,” the holders of a majority in principal amount of the outstanding notes may, by notice to the trustee, waive an existing Default and its consequences. Upon such waiver, the Default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured, but no such waiver will extend to any subsequent or other Default or impair any right consequent thereon.

In the event of a declaration of acceleration of the notes because an Event of Default described in clause (5) under “Events of Default” has occurred and is continuing, the declaration of acceleration of the notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (5) shall be remedied or cured, or waived by the holders of the Debt, or the Debt that gave rise to such Event of Default shall have been discharged in full, within 30 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the notes that became due solely because of the acceleration of the notes, have been cured or waived.

The holders of a majority in principal amount of the outstanding notes may direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee. However, the trustee may refuse to follow any direction that conflicts with law or the indenture, that may involve the trustee in personal liability, or that the trustee determines in good faith may be unduly prejudicial to the rights of holders of notes not joining in the giving of such direction, and may take any other action it deems proper that is not inconsistent with any such direction received from holders of notes.

A holder may not institute any proceeding, judicial or otherwise, with respect to the indenture or the notes, or for the appointment of a receiver or trustee, or for any other remedy under the indenture or the notes, unless:

(1) the holder has previously given to the trustee written notice of a continuing Event of Default;

(2) holders of at least 25% in aggregate principal amount of outstanding notes have made written request to the trustee to institute proceedings in respect of the Event of Default in its own name as trustee under the Indenture;

(3) holders have offered to the trustee indemnity satisfactory to the trustee against any costs, liabilities or expenses to be incurred in compliance with such request;

(4) the trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(5) during such 60-day period, the holders of a majority in aggregate principal amount of the outstanding notes have not given the trustee a direction that is inconsistent with such written request.

Notwithstanding anything to the contrary, the right of a holder of a note to receive payment of principal of or interest on its note on or after the Stated Maturities thereof, or to bring suit for the enforcement of any such payment on or after such dates, may not be impaired or affected without the consent of that holder.

If any Default occurs and is continuing and is known to the trustee, the trustee will send notice of the Default to each holder within 90 days after it occurs, unless the Default has been cured; provided that, except in the case of a default in the payment of the principal of or interest on any note, the trustee may withhold the notice if and so long as the board of directors, the executive committee or a committee of trust officers of the trustee in good faith determine that withholding the notice is in the interest of the holders.

No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders

No past, present or future director, officer, employee, incorporator, member, partner or stockholder of the Issuer or any Guarantor, as such, will have any liability for any obligations of the Issuer or such Guarantor under the notes, any Note Guaranty or the indenture or for any claim based on, in respect of, or by reason of, such

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obligations. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. This waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

Amendments and Waivers

Amendments Without Consent of Holders

The Issuer and the trustee may amend or supplement the indenture, the notes or the Note Guarantees without notice to or the consent of any noteholder

(1) to cure any ambiguity, omission, mistake, defect or inconsistency in the indenture or the notes;

(2) to comply with “Consolidation, Merger or Sale of Assets;”

(3) to comply with any requirements of the SEC in connection with the qualification of the indenture under the Trust Indenture Act;

(4) to evidence and provide for the acceptance of an appointment by a successor trustee;

(5) to provide for uncertificated notes in addition to or in place of certificated notes; provided that the uncertificated notes are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code, or in a manner such that the uncertificated notes are described in Section 163(f)(2)(B) of the Internal Revenue Code;

(6) to provide for any Guarantee of the notes, to secure the notes or to confirm and evidence the release, termination or discharge of any Guarantee of or Lien securing the notes when such release, termination or discharge is permitted by the indenture;

(7) to provide for or confirm the issuance of the Exchange Notes or additional notes;

(8) to conform to this “Description of the Notes;” or

(9) to make any change that would provide any additional rights or benefits to the holders or that does not materially adversely affect the legal rights under the indenture of any such holder.

Amendments With Consent of Holders

(a) Except as otherwise provided in “—Default and Remedies—Consequences of an Event of Default” or paragraph (b), the Issuer and the trustee may amend the indenture and the notes with the written consent of the holders of a majority in principal amount of the outstanding notes and the holders of a majority in principal amount of the outstanding notes may waive any past default or future compliance by the Issuer with any provision of the indenture or the notes (which may include consents or waivers obtained in connection with a tender offer or exchange offer for notes).

(b) Notwithstanding the provisions of paragraph (a), without the consent of each holder affected, an amendment or waiver may not

(1) reduce the principal amount of or change the Stated Maturity of any note,

(2) reduce the rate of or change the Stated Maturity of any interest payment on any note,

(3) reduce the amount payable upon the redemption of any note or change the times at, or circumstances under, which any note may be redeemed at the option of the Issuer,

(4) after the time an Offer to Purchase is required to have been made, reduce the purchase amount or purchase price, or extend the latest purchase date thereunder,

(5) make any note payable in money other than that stated in the note,

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(6) impair the right of any holder of notes to receive any principal payment or interest payment on such holder’s notes, on or after the Stated Maturity thereof, or to institute suit for the enforcement of any such payment, or

(7) reduce the percentage of the principal amount of the notes required for amendments or waivers.

It is not necessary for noteholders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof.

Defeasance and Discharge

The Issuer may discharge its obligations under the notes and the indenture by irrevocably depositing in trust with the trustee money or U.S. Government Obligations sufficient to pay principal of and interest on the notes to maturity or redemption within one year, subject to meeting certain other conditions. For the avoidance of doubt, in the case of a discharge that occurs in connection with a redemption that is to occur on a make-whole redemption date, the amount to be deposited shall be the amount that, as of the date of such deposit, is deemed reasonably sufficient to make such payment and discharge on the make-whole redemption date, in the good-faith determination of the Issuer, as evidenced by an officer’s certificate.

The Issuer may also elect to

(1) discharge most of its obligations in respect of the notes and the indenture, not including obligations related to the defeasance trust or to the replacement of notes or its obligations to the trustee (“legal defeasance”) or

(2) discharge its obligations under most of the covenants and under clause (3) of “Consolidation, Merger or Sale of Assets—The Issuer” (and the events listed in clauses (3), (4), (5), (6) and (8) under “—Default and Remedies—Events of Default” will no longer constitute Events of Default) (“covenant defeasance”)

by irrevocably depositing in trust with the trustee money or U.S. Government Obligations sufficient to pay principal of and interest on the notes to maturity or redemption and by meeting certain other conditions, including delivery to the trustee of either a ruling received from the Internal Revenue Service or an Opinion of Counsel to the effect that the holders will not recognize income, gain or loss for federal income tax purposes as a result of the defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times as would otherwise have been the case. In the case of legal defeasance, such an opinion could not be given absent a change of law after the date of the indenture.

In the case of either discharge or defeasance, the Note Guarantees, if any, will terminate.

Concerning the Trustee

Wells Fargo Bank, National Association is the trustee under the indenture.

Except during the continuance of an Event of Default, the trustee need perform only those duties that are specifically set forth in the indenture and no others, and no implied covenants or obligations will be read into the indenture against the trustee. In case an Event of Default has occurred and is continuing, the trustee shall exercise those rights and powers vested in it by the indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of the indenture will require the trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties thereunder, or in the exercise of its rights or powers, unless it receives indemnity satisfactory to it against any loss, liability or expense.

The indenture and provisions of the Trust Indenture Act incorporated by reference therein contain limitations on the rights of the trustee, should it become a creditor of any obligor on the notes, to obtain payment

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of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee is permitted to engage in other transactions with the Issuer and its Affiliates; provided that if it acquires any conflicting interest it must either eliminate the conflict within 90 days, apply to the Securities and Exchange Commission for permission to continue or resign.

Governing Law

The indenture, including any Note Guarantees, and the notes are governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of law principles thereof.

Certain Definitions

“Accounts Receivable” means (1) accounts receivable, (2) franchise fee payments and other revenues related to franchise agreements, (3) royalty and other similar payments made related to the use of trade names and other intellectual property, business support, training and other services and (4) revenues related to distribution and merchandising of the products of the Issuer and its Restricted Subsidiaries.

“Acquired Debt” means Debt, Disqualified Stock or Preferred Stock of the Issuer, any Guarantor or any Restricted Subsidiary (provided that any such Restricted Subsidiary that is not a Guarantor will be merged with or into, or be the direct or indirect parent of, the acquired person) Incurred to finance an acquisition or other business combination or Debt, Disqualified Stock or Preferred Stock of a Person existing at the time the Person merges with or into or becomes a Restricted Subsidiary, whether or not Incurred in connection with, or in contemplation of, the Person merging with or into or becoming a Restricted Subsidiary.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”) with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Asset Sale” means any sale, lease, transfer or other disposition of any assets by the Issuer or any Restricted Subsidiary outside the ordinary course of business, including by means of a merger, consolidation or similar transaction and including any sale or issuance of the Equity Interests of any Restricted Subsidiary (each of the above referred to as a “disposition”); provided that the following are not included in the definition of “Asset Sale”:

(1) a disposition to the Issuer or a Restricted Subsidiary, including the sale or issuance by the Issuer or any Restricted Subsidiary of any Equity Interests of any Restricted Subsidiary to the Issuer or any Restricted Subsidiary;

(2) the disposition by the Issuer or any Restricted Subsidiary in the ordinary course of business of (i) cash and Cash Equivalents, (ii) inventory and other assets acquired and held for resale in the ordinary course of business, (iii) damaged, worn out or obsolete assets or assets that, in the Issuer’s reasonable judgment, are no longer used or useful in the business of the Issuer or its Restricted Subsidiaries, or (iv) rights granted to others pursuant to leases, subleases, assignments, licenses or sublicenses;

(3) the sale or discount of Accounts Receivable arising in the ordinary course of business in connection with the compromise or collection thereof;

(4) a transaction covered by “Consolidation, Merger or Sale of Assets—The Issuer”;

(5) a Restricted Payment permitted under “Limitation on Restricted Payments” or a Permitted Investment;

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(6) any disposition in a transaction or series of related transactions of assets with a fair market value of less than $17.5 million;

(7) any exchange of assets (including a combination of assets and Cash Equivalents) for assets used or useful in a Permitted Business (or Equity Interests in a Person that will be a Restricted Subsidiary following such transaction) of comparable or greater market value, as determined in good faith by the Issuer;

(8) any sale of Equity Interests in, or Debt or other securities of, an Unrestricted Subsidiary;

(9) any financing transaction, including a sale and leaseback transaction, with respect to property built or acquired by the Issuer or any Restricted Subsidiary after the Issue Date;

(10) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Issuer or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition;

(11) any surrender or waiver of contract rights pursuant to a settlement, release, recovery on or surrender of contract, tort or other claims of any kind;

(12) sales of Accounts Receivable, or participations therein, and any related assets, in connection with any Permitted Receivables Financing;

(13) foreclosure or any similar action with respect to any property or other asset of the Issuer or any of its Restricted Subsidiaries;

(14) dispositions in connection with Permitted Liens; and

(15) dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements.

“Average Life” means, with respect to any Debt, Disqualified Stock or Preferred Stocks the quotient obtained by dividing (i) the sum of the products of (x) the number of years from the date of determination to the dates of each successive scheduled principal payment of such Debt or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock and (y) the amount of such payment by (ii) the sum of all such payments.

“Board of Directors” means the board of directors or managers of the Issuer or, except for purposes of “Change of Control,” any committee thereof.

“Capital Lease” means, with respect to any Person, any lease of any property which, in conformity with GAAP, is required to be capitalized on the balance sheet of such Person.

“Capital Stock” means, with respect to any Person, any and all shares of stock of a corporation, partnership interests or other equivalent interests (however designated, whether voting or nonvoting) in such Person’s equity, entitling the holder to receive a share of the profits and losses, and a distribution of assets, after liabilities, of such Person.

“Cash Equivalents” means

(1) United States dollars, or money in other currencies received in the ordinary course of business,

(2) U.S. Government Obligations or certificates representing an ownership interest in U.S. Government Obligations with maturities not exceeding one year from the date of acquisition,

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(3) (i) demand deposits, (ii) time deposits and certificates of deposit with maturities of one year or less from the date of acquisition, (iii) bankers’ acceptances with maturities not exceeding one year from the date of acquisition, and (iv) overnight bank deposits, in each case with any bank or trust company organized or licensed under the laws of the United States or any state thereof or the District of Columbia whose short-term debt is rated “A-2” or higher by S&P or “P-2” or higher by Moody’s,

(4) repurchase obligations with a term of not more than seven days for underlying securities of the type described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above,

(5) commercial paper rated at least P-1 by Moody’s or A-1 by S&P and maturing within twelve months after the date of acquisition,

(6) Debt or Preferred Stock issued by Persons with a rating of A or higher from S&P or A2 or higher from Moody’s with maturities of twelve months or less from the date of acquisition and in each case in a currency permitted under clause (1) above,

(7) money market funds at least 95% of the assets of which consist of investments of the type described in clauses (1) through (6) above,

(8) in the case of a Foreign Restricted Subsidiary, substantially similar investments, of comparable credit quality, denominated in the currency of any jurisdiction in which such person conducts business and

(9) credit card receivables and debit card receivables so long as such are considered cash equivalents under GAAP and are so reflected on the Issuer’s balance sheet.

“Change of Control” means:

(1) the sale, exchange or other transfer of all or substantially all the assets of the Issuer (in one or a series of related transactions) to another Person; or

(2) any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act), is or becomes the “beneficial owner” (as such term is used in Rules 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Issuer; or

(3) during any period of two consecutive years, individuals who on the Issue Date constituted the board of directors or managers of the Issuer, together with any new directors or managers whose election by the board of directors or whose nomination for election by the equity holders of the Issuer was approved by a majority of the directors or managers then still in office who were either directors or managers or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the board of directors or managers of the Issuer then in office; or

(4) the adoption of a plan relating to the liquidation or dissolution of the Issuer.

For purposes of this definition, (i) any direct or indirect holding company of the Issuer shall not itself be considered a Person for purposes of clause (1) above or a “person” or “group” for purposes of clause (2) above; provided that no “person” or “group” beneficially owns, directly or indirectly, more than 50% of the voting power of the Voting Stock of such company, (ii) no Change of Control pursuant to clause (1) above shall be deemed to have occurred solely as the result of a transfer of assets among the Issuer and its Restricted Subsidiaries, and (iii) a Person shall not be deemed to have beneficial ownership of securities subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement.

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“Consolidated Net Income” means, for any period, the aggregate net income (or loss) of the Issuer and its Restricted Subsidiaries for such period determined on a consolidated basis in conformity with GAAP; provided that the following (without duplication) will be excluded in computing Consolidated Net Income:

(1) the net income (but not loss) of any Person that is not a Restricted Subsidiary (including an Unrestricted Subsidiary), except to the extent of the dividends or other distributions actually paid in cash (or to the extent converted into cash) to the Issuer or any of its Restricted Subsidiaries (subject to clause (3) below) by such Person during such period;

(2) any net income (or loss) of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition;

(3) for purposes of “—Limitation on Restricted Payments,” the net income (but not loss) of any Restricted Subsidiary (other than any Guarantor) to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such net income would not have been permitted for the relevant period by charter or by any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary;

(4) any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to Asset Sales or to the early extinguishment of Debt or any net after-tax gains or losses associated with Hedging Agreements;

(5) any net after-tax extraordinary or nonrecurring gains or losses (less all fees and expenses or charges relating, thereto), any non-cash amortization or impairment expenses and any restructuring expenses, including any severance expenses, relocation expenses, curtailments or modifications to pension and post-retirement employee benefit plans, any expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternate uses and fees, expenses or charges relating to facilities closing costs, acquisition integration costs, facilities opening costs, business optimization costs, signing, retention or completion bonuses;

(6) the cumulative effect of a change in accounting principles;

(7) any non-cash expense realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other rights;

(8) (a)(i) the non-cash portion of “straight-line” rent expense less (ii) the cash portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense and (b) non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP and related interpretations;

(9) any currency translation gains and losses related to currency remeasurements of Debt, and any net loss or gain resulting from hedging transactions for currency exchange risk, until such gains or losses are actually realized (at which time they should be included);

(10) to the extent covered by insurance and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (a) not denied by the applicable carrier in writing within 180 days and (b) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption;

(11) so long as the Issuer and its Restricted Subsidiaries file a consolidated tax return, or are part of a consolidated group for tax purposes, with any holding company, the excess of (a) the consolidated income tax expense for such period over (b) all tax payments in respect of such period paid or payable by the Issuer and its Restricted Subsidiaries to such holding company under a tax sharing agreement or arrangement;

(12) any expenses or charges related to any issuance of Equity Interests, Investment, acquisition, disposition, recapitalization or issuance, repayment, refinancing, amendment or modification of Debt

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(including amortization or write offs of debt issuance or deferred financing costs, premiums and prepayment penalties), in each case, whether or not successful, including any such expenses or charges attributable to the issuance and sale of the notes and the consummation of the exchange offer pursuant to the registration rights agreement;

(13) any expenses or reserves for liabilities to the extent that the Issuer or any Restricted Subsidiary is entitled to indemnification therefor under binding agreements; provided that any liabilities for which the Issuer or such Restricted Subsidiary is not actually indemnified shall reduce Consolidated Net Income in the period in which it is determined that the Issuer or such Restricted Subsidiary will not be indemnified; and

(14) any effects of adjustments in the Issuer’s consolidated financial statements, including adjustments to the inventory, property, equipment, software, goodwill, intangible assets (including favorable and unfavorable leases and contracts), deferred revenue and debt resulting from the application of purchase accounting pursuant to GAAP in relation to any consummated acquisition or the amortization or write-off or write-down of any amounts thereof, net of taxes.

“Credit Agreement” means the credit agreement dated as of December 1, 2010 among the Issuer, the lenders party thereto and Bank of America, N.A., as administrative agent, together with any related documents (including any security documents and guarantee agreements), as amended by Amendment No. 1, dated as of July 19, 2011, as further amended by Amendment No. 2, to be dated as of or before the Issue Date, and as further amended, modified, supplemented, extended, renewed, refinanced or replaced or substituted from time to time.

“Credit Facilities” means (i) the Credit Agreement, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Debt under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof and (ii) whether or not the credit agreement referred to in clause (i) remains outstanding, if designated by the Issuer to be included in the definition of “Credit Facilities,” one or more (A) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any other Debt, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time.

“Debt” means, with respect to any Person, without duplication,

(1) all indebtedness of such Person for borrowed money;

(2) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3) all obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments, excluding obligations in respect of trade letters of credit or bankers’ acceptances issued in respect of trade payables to the extent not drawn upon or presented, or, if drawn upon or presented, the resulting obligation of the Person is paid within 10 Business Days;

(4) all obligations of such Person to pay the deferred and unpaid purchase price of property or services which are recorded as liabilities under GAAP, excluding trade payables or similar obligations arising in the ordinary course of business;

(5) all obligations of such Person as lessee under Capital Leases (other than the interest component thereof);

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(6) the amount of all Permitted Receivables Financings of such Person;

(7) all Debt of other Persons Guaranteed by such Person to the extent so Guaranteed;

(8) all Debt of other Persons secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person;

(9) all obligations of such Person under Hedging Agreements; and

(10) the maximum fixed redemption or repurchase price of all Disqualified Equity Interests of such Person;

provided, however, that notwithstanding the foregoing, Debt shall be deemed not to include: (1) deferred or prepaid revenues or (2) any liability for federal, state, local or other taxes owed or owing to any governmental entity; and provided, further, that for purposes of the final paragraph under “Guarantees,” Debt shall not include insurance and other liabilities (not for borrowed money) Incurred in the ordinary course of business consistent with past practice.

The amount of Debt of any Person will be deemed to be:

(A) with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation;

(B) with respect to Debt secured by a Lien on an asset of such Person but not otherwise the obligation, contingent or otherwise, of such Person, the lesser of (x) the fair market value of such asset on the date the Lien attached and (y) the amount of such Debt;

(C) with respect to any Debt issued with original issue discount, the face amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt;

(D) with respect to any Hedging Agreement, the net amount payable if such Hedging Agreement terminated at that time due to default by such Person; and

(E) otherwise, the outstanding principal amount thereof.

“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

“Designated Non-cash Consideration” means any non-cash consideration received by the Issuer or one of its Restricted Subsidiaries in connection with an Asset Sale that is designated as Designated Non-cash Consideration pursuant to an officers’ certificate executed by an officer of the Issuer or such Restricted Subsidiary at the time of such Asset Sale. Any particular item of Designated Non-cash Consideration will cease to be considered to be outstanding once it has been sold for cash or Cash Equivalents (which shall be considered Net Cash Proceeds of an Asset Sale when received).

“Disqualified Equity Interests” means Equity Interests that by their terms or upon the happening of any event are

(1) required to be redeemed or redeemable at the option of the holder prior to the Stated Maturity of the notes for consideration other than Qualified Equity Interests, or

(2) convertible at the option of the holder into Disqualified Equity Interests or exchangeable for Debt;

provided that (i) only the portion of the Equity Interests which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to the Stated Maturity of the notes shall be deemed to be Disqualified Equity Interests, (ii) if such Equity Interests are issued to any employee or to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by the Issuer in order to satisfy applicable statutory or regulatory obligations or as a result of such

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employee’s termination, death or disability, (iii) any class of Equity Interests of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Equity Interests that are not Disqualified Equity Interests shall not be deemed to be Disqualified Equity Interests, and (iv) Equity Interests will not constitute Disqualified Equity Interests solely because of provisions giving holders thereof the right to require repurchase or redemption upon an “asset sale” or “change of control” occurring prior to the Stated Maturity of the notes if those provisions

(A) are pursuant to provisions similar to those described under the captions “Repurchase of Notes upon a Change of Control” and “Limitation on Asset Sales”, and

(B) specifically state that repurchase or redemption pursuant thereto will not be required prior to the Issuer’s repurchase of the notes as required by the indenture.

“Disqualified Stock” means Capital Stock constituting Disqualified Equity Interests.

“Domestic Restricted Subsidiary” means any Restricted Subsidiary formed under the laws of the United States of America or any jurisdiction thereof.

“EBITDA” means, for any period, without duplication the sum of

(1) Consolidated Net Income, plus

(2) Fixed Charges, to the extent deducted in calculating Consolidated Net Income including the amount of loss on sale of Accounts Receivables and related assets to a receivables subsidiary in connection with a Permitted Receivables Financing; plus

(3) to the extent deducted in calculating Consolidated Net Income and as determined on a consolidated basis for the Issuer and its Restricted Subsidiaries in conformity with GAAP:

(A) income taxes; and

(B) depreciation, amortization and all other non-cash items reducing Consolidated Net Income (not including non-cash charges in a period which reflect cash expenses paid or to be paid in another period), less all non-cash items increasing Consolidated Net Income;

provided that, with respect to any Restricted Subsidiary, such items will be added only to the extent and in the same proportion that the relevant Restricted Subsidiary’s net income was included in calculating Consolidated Net Income, plus

(4) without duplication and to the extent deducted in calculating Consolidated Net Income, any expenses or charges related to any issuance of Equity Interests, acquisition or disposition of division or line of business, recapitalization or the Incurrence or repayment of Debt permitted to be Incurred by the indenture (whether or not successful), plus

(5) any costs or expense Incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Issuer or a Guarantor or net cash proceeds of an issuance of Equity Interests of the Issuer (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation in clause (a)(3)(B) of the “Limitation on Restricted Payments” covenant and are not an Excluded Contribution.

For purposes of calculating EBITDA, the net income of any Person and its Restricted Subsidiaries shall be calculated without deducting the income attributable to, or adding the losses attributable to, the minority equity interests of third parties in any non-Wholly Owned Restricted Subsidiary except to the extent of dividends declared or paid in respect of such period or any prior period on the shares of Capital Stock of such Restricted Subsidiary held by such third parties.

“Equity Interests” means all Capital Stock and all warrants or options with respect to, or other rights to purchase, Capital Stock, but excluding Debt convertible into, or exchangeable for, equity.

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“Equity Offering” means an offering for cash, after the Issue Date, of Qualified Stock of the Issuer or of any direct or indirect parent of the Issuer (to the extent the proceeds thereof are contributed to the common equity of the Issuer) other than:

(1) public offerings with respect to the Issuer’s or any direct or indirect parent company’s common stock registered on Form S-4 or Form S-8;

(2) issuances to any Subsidiary of the Issuer; or

(3) any such public or private sale or issuance that constitutes an Excluded Contribution.

“Excluded Contributions” means the Cash Equivalents or other assets (valued at their fair market value) received by the Issuer after the Issue Date from:

(1) contributions to its common equity capital, and

(2) the sale (other than to a Subsidiary of the Issuer or to any Subsidiary management equity plan or stock option plan or any other management or employee benefit plan or agreement) of Capital Stock (other than Disqualified Stock) of the Issuer,

in each case designated as Excluded Contributions pursuant to an officer’s certificate executed by an officer of the Issuer on or promptly after the date such capital contributions are made or the date such Capital Stock is sold, as the case may be. Any Excluded Contribution shall be not be counted pursuant to paragraph (a)(3)(B) of the covenant described under “Limitation on Restricted Payments.”

“Fair market value” means, unless otherwise specified, with respect to any asset or property, the sale value that would be obtained in an arm’s-length free market transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Issuer.

“Fixed Charge Coverage Ratio” means, on any date (the “transaction date”), the ratio of

(x) the aggregate amount of EBITDA for the four fiscal quarters immediately prior to the transaction date for which internal financial statements are available (the “reference period”) to

(y) the aggregate Fixed Charges during such reference period.

In making the foregoing calculation,

(1) pro forma effect will be given to any Debt, Disqualified Stock or Preferred Stock Incurred during or after the reference period to the extent the Debt, Disqualified Stock or Preferred Stock is outstanding or is to be Incurred on the transaction date as if the Debt, Disqualified Stock or Preferred Stock had been Incurred on the first day of the reference period;

(2) pro forma calculations of interest on Debt bearing a floating interest rate will be made as if the rate in effect on the transaction date (taking into account any Hedging Agreement applicable to the Debt if the Hedging Agreement has a remaining term of at least 12 months) had been the applicable rate for the entire reference period;

(3) Fixed Charges related to any Debt, Disqualified Stock or Preferred Stock no longer outstanding or to be repaid or redeemed on the transaction date will be excluded;

(4) pro forma effect will be given to

(A) the creation, designation or redesignation of Restricted and Unrestricted Subsidiaries,

(B) any acquisition or disposition of companies, divisions, lines of businesses or operations by the Issuer and its Restricted Subsidiaries, including any acquisition or disposition of a company, division or line of business since the beginning of the reference period by a Person that became a Restricted Subsidiary after the beginning of the reference period, and

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(C) the discontinuation of any discontinued operations but, in the case of Fixed Charges, only to the extent that the obligations giving rise to the Fixed Charges will not be obligations of the Issuer or any Restricted Subsidiary following the transaction date

that have occurred since the beginning of the reference period as if such events had occurred, and, in the case of any disposition, the proceeds thereof applied, on the first day of the reference period. To the extent that pro forma effect is to be given to an acquisition, disposition or discontinuation of a company, division, line of business or operation, the pro forma calculation will be based upon the most recent four full fiscal quarters for which the relevant financial information is available. For purposes of this definition, whenever pro forma effect is to be given to an Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer (and may include, for the avoidance of doubt, cost savings, synergies and operating expense reductions resulting from such Investment, acquisition, merger, amalgamation or consolidation which is being given pro forma effect that have been or are expected to be realized based on actions taken, committed to be taken or expected in good faith to be taken within 12 months); provided that any increase to EBITDA as a result of cost savings, synergies and operating expense reductions pursuant to this paragraph shall not exceed 10% of EBITDA (prior to giving effect to such cost savings, synergies and operating expense reductions).

For purposes of making the computation referred to above, interest on any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable period. Interest on Debt that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.

For purposes of this definition, any amount in a currency other than U.S. dollars will be converted to U.S. dollars in accordance with GAAP, in a manner consistent with that used in preparing the Issuer’s financial statements.

“Fixed Charges” means, for any period, the sum of

(1) Interest Expense for such period; and

(2) the product of

(x) cash dividends paid on any Preferred Stock and cash and non-cash dividends paid, declared, accrued or accumulated on any Disqualified Stock of the Issuer or a Restricted Subsidiary, except for dividends payable in the Issuer’s Qualified Stock or paid to the Issuer or to a Restricted Subsidiary, and

(y) a fraction, the numerator of which is one and the denominator of which is one minus the sum of the currently effective combined Federal, state, local and foreign tax rate applicable to the Issuer and its Restricted Subsidiaries.

“Foreign Restricted Subsidiary” means any Restricted Subsidiary that is not a Domestic Restricted Subsidiary.

“GAAP” means generally accepted accounting principles in the United States of America as in effect as of the Issue Date.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for purposes of assuring in any other

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manner the obligee of such Debt of the payment thereof or to protect such obligee against loss in respect thereof, in whole or in part; provided that the term “Guarantee” does not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

“Guarantor” means (i) each Subsidiary Guarantor and (ii) each other Person that executes a supplemental indenture in the form attached to the indenture providing for the guaranty of the payment of the notes, or any successor obligor under its Note Guaranty pursuant to “Consolidation, Merger or Sale of Assets,” in each case unless and until such Guarantor is released from its Note Guaranty pursuant to the indenture.

“Hedging Agreement” means (i) any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other agreement designed to manage interest rates or (ii) any foreign exchange forward contract, currency swap agreement or other agreement designed to manage foreign exchange rates or (iii) any commodity swap agreement, commodity cap agreement, commodity collar agreement, commodity or raw material futures contract or any other agreement designed to manage raw material prices.

“Incur” means, with respect to any Debt or Capital Stock, to incur, create, issue, assume or Guarantee such Debt or Capital Stock. If any Person becomes a Restricted Subsidiary on any date after the date of the indenture (including by redesignation of an Unrestricted Subsidiary or failure of an Unrestricted Subsidiary to meet the qualifications necessary to remain an Unrestricted Subsidiary), the Debt and Capital Stock of such Person outstanding on such date will be deemed to have been Incurred by such Person on such date for purposes of “Limitation on Debt,” but will not be considered the sale or issuance of Equity Interests for purposes of “Limitation on Asset Sales.” The accrual of interest, accretion of original issue discount or payment of interest in kind or the accretion or accumulation of dividends on any Equity Interests will not be considered an Incurrence of Debt or Capital Stock.

“Interest Expense” means, for any period, the consolidated interest expense of the Issuer and its Restricted Subsidiaries, plus, to the extent not included in such consolidated interest expense, and to the extent incurred, accrued or payable by the Issuer or its Restricted Subsidiaries, without duplication, (i) the interest component of Capital Lease Obligations determined in accordance with GAAP, (ii) amortization of debt discount, (iii) capitalized interest, (iv) non-cash interest expense, (v) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing, (vi) net costs associated with Hedging Agreements (including the amortization of fees but excluding unrealized gains or losses with respect thereto) and (vii) any premiums, fees, discounts, expenses and losses on the sale of accounts receivable (and any amortization thereof) payable by the Issuer or any Restricted Subsidiary in connection with a Permitted Receivables Financing.

“Investment” means

(1) any direct or indirect advance, loan or other extension of credit to another Person,

(2) any capital contribution to another Person, by means of any transfer of cash or other property or in any other form,

(3) any purchase or acquisition of Equity Interests, bonds, notes or other Debt, or other instruments or securities issued by another Person, including the receipt of any of the above as consideration for the disposition of assets or rendering of services, or

(4) any Guarantee of any Debt of another Person.

If the Issuer or any Restricted Subsidiary (x) sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary so that, after giving effect to that sale or disposition, such Person is no longer a Subsidiary of the Issuer, or (y) designates any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the provisions of the indenture, all remaining Investments of the Issuer and the Restricted Subsidiaries in such Person shall be deemed to have been made at such time. “Investments” shall include the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of a

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Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (a) the Issuer’s “Investment” in such Subsidiary at the time of such redesignation; less (b) the portion (proportionate to the Issuer’s Equity Interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Issue Date” means May 14, 2012.

“Leverage Ratio” means, on any date (the “transaction date”), the ratio of

(x) the aggregate amount of, without duplication, Debt of the Issuer and its Restricted Subsidiaries on a consolidated basis, to

(y) the aggregate amount of EBITDA for the four fiscal quarters immediately prior to the transaction date for which internal financial statements are available (the “reference period”).

In making the foregoing calculation,

(1) any Debt, Disqualified Stock or Preferred Stock to be repaid or redeemed on the transaction date will be excluded; and

(2) pro forma effect will be given to

(A) the creation, designation or redesignation of Restricted and Unrestricted Subsidiaries,

(B) the acquisition or disposition of companies, divisions, lines of businesses or operations by Issuer and its Restricted Subsidiaries, including any acquisition or disposition of a company, division or line of business since the beginning of the reference period by a Person that became a Restricted Subsidiary after the beginning of the reference period, and

(C) the discontinuation of any discontinued operations

that have occurred since the beginning of the reference period as if such events had occurred, and, in the case of any disposition, the proceeds thereof applied, on the first day of the reference period. To the extent that pro forma effect is to be given to an acquisition, disposition or discontinuation of a company, division, line of business or operation, the pro forma calculation will be based upon the most recent four full fiscal quarters for which the relevant financial information is available. For purposes of this definition, whenever pro forma effect is to be given to an Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer (and may include, for the avoidance of doubt, cost savings, synergies and operating expense reductions resulting from such Investment, acquisition, merger, amalgamation or consolidation which is being given pro forma effect that have been or are expected to be realized based on actions taken, committed to be taken or expected in good faith to be taken within 12 months); provided that any increase to EBITDA as a result of cost savings, synergies and operating expense reductions pursuant to this paragraph shall not exceed 10% of EBITDA (prior to giving effect to such cost savings, synergies and operating expense reductions).

For purposes of this definition, any amount in a currency than U.S. dollars will be converted to U.S. dollars in accordance with GAAP, in a manner consistent with that used in preparing the Issuer’s financial statements.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or Capital Lease); provided that in no event shall an operating lease be deemed to constitute a Lien.

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

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“Net Cash Proceeds” means (x) with respect to any Asset Sale, the proceeds of such Asset Sale in the form of cash (including (i) payments in respect of deferred payment obligations to the extent corresponding to, principal, but not interest, but only when received in the form of cash, and (ii) proceeds from the conversion of other consideration received but only when converted to cash or Cash Equivalents) net of

(1) brokerage commissions and other fees and expenses related to such Asset Sale, including fees and expenses of counsel, accountants, investment bankers, consultants and placement agents;

(2) provisions for taxes as a result of such Asset Sale taking into account the consolidated results of operations of the Issuer and its Restricted Subsidiaries;

(3) payments required to be made to any Person (other than the Issuer or a Subsidiary) owning a beneficial interest in the assets subject to such Asset Sale or to repay Debt outstanding at the time of such Asset Sale that is secured by a Lien on the property or assets sold;

(4) appropriate amounts to be provided as a reserve against liabilities associated with such Asset Sale, including pension and other post-employment benefit liabilities, liabilities related to environmental matters and indemnification obligations associated with such Asset Sale, with any subsequent reduction of the reserve other than by payments made and charged against the reserved amount to be deemed a receipt of cash; and

(5) payments of unassumed liabilities (not constituting Debt and not owed to the Issuer or any Subsidiary) relating to the assets sold at the time of, or within 30 days after the date of, such Asset Sale; and

(y) with respect to any issuance and sale of Qualified Equity Interests as referred to under “—Certain Covenants—Limitation on Restricted Payments,” the proceeds of such issuance or sale in the form of cash or Cash Equivalents or other assets used or useful in the business (valued at the fair market value thereof), net of attorney’s fees, accountant’s fees and brokerage, consultation, underwriting and other fees and expenses actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result of thereof.

“Non-Recourse Debt” means Debt as to which (i) neither the Issuer nor any Restricted Subsidiary provides any Guarantee or is directly or indirectly liable and (ii) no default thereunder would, as such, constitute a default under any Debt of the Issuer or any Restricted Subsidiary.

“Note Guaranty” means the guaranty of the notes by a Guarantor pursuant to the indenture.

“Obligations” means, with respect to any Debt, all obligations (whether in existence on the Issue Date or arising afterwards, absolute or contingent, direct or indirect) for or in respect of principal (when due, upon acceleration, upon redemption, upon mandatory repayment or repurchase pursuant to a mandatory offer to purchase, or otherwise), premium, interest, penalties, fees, indemnification, reimbursement and other amounts payable and liabilities and obligations (including performance obligations) with respect to such Debt, including all interest accrued or accruing after the commencement of any bankruptcy, insolvency or reorganization or similar case or proceeding at the contract rate (including, without limitation, any contract rate applicable upon default) specified in the relevant documentation, whether or not the claim for such interest is allowed as a claim in such case or proceeding.

“Permitted Bank Debt” has the meaning given thereto under clause (b)(1) of “—Certain Covenants—Limitation on Debt.”

“Permitted Business” means any of the businesses in which the Issuer and its Restricted Subsidiaries are engaged on the Issue Date, and any business reasonably related, incidental, complementary or ancillary thereto and any unrelated business to the extent that it is not material in size as compared to the business of the Issuer and its Restricted Securities taken as a whole.

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“Permitted Investments” means:

(1) any Investment in the Issuer or in a Restricted Subsidiary;

(2) any Investment in cash and Cash Equivalents;

(3) any Investment by the Issuer or any Subsidiary of the Issuer in a Person, if as a result of such Investment,

(A) such Person becomes a Restricted Subsidiary of the Issuer, or

(B) such Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary;

(4) Investments received as non-cash consideration in an Asset Sale made pursuant to and in compliance with “Limitation on Asset Sales” or in any disposition of assets not constituting an Asset Sale;

(5) any Investment acquired solely in exchange for Equity Interests (other than Disqualified Stock) of the Issuer or any direct or indirect parent of the Issuer;

(6) any Investment pursuant to a Hedging Agreement otherwise permitted under the indenture;

(7) (i) receivables owing to the Issuer or any Restricted Subsidiary if created or acquired in the ordinary course of business, (ii) prepaid expenses or deposits created in the ordinary course of business and set forth on the Issuer’s or any Restricted Subsidiary’s balance sheet, (iii) endorsements for collection or deposit in the ordinary course of business, and (iv) securities, instruments or other obligations received in compromise or settlement of debts created in the ordinary course of business, or by reason of a composition or readjustment of debts or bankruptcy, workout or reorganization of another Person, or in satisfaction of claims or judgments;

(8) Investments in Unrestricted Subsidiaries and joint ventures in an aggregate amount, taken together with all other Investments made in reliance on this clause that are at the time outstanding, not to exceed the greater of $50.0 million and 4.0% of Total Assets of the Issuer at the time of Investment (net of, with respect to the Investment in any particular Person, the cash return thereon received after the Issue Date as a result of any sale for cash, repayment, redemption, liquidating distribution or other cash realization (not included in Consolidated Net Income), not to exceed the amount of Investments in such Person made after the Issue Date in reliance on this clause) provided, however, that if any Investment pursuant to this clause is made in any Person that is not a Restricted Subsidiary of the Issuer at the date of the making of such Investment and such Person becomes a Restricted Subsidiary of the Issuer after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause for so long as such Person continues to be a Restricted Subsidiary;

(9) payroll, travel, moving and other loans or advances to, or Guarantees issued to support the obligations of, officers and employees, in each case in the ordinary course of business;

(10) extensions of credit to customers, suppliers, licensees and franchisees in the ordinary course of business consistent with past practice;

(11) any Investments in Persons engaged in Permitted Businesses in an aggregate amount, taken together with all other Investments made in reliance on this clause that are at the time outstanding, not to exceed the greater of $50.0 million and 4.0% of Total Assets of the Issuer at the time of Investment (net of, with respect to the Investment in any particular Person made pursuant to this clause, the cash return thereon received after the Issue Date as a result of any sale for cash, repayment, redemption, liquidating distribution or other cash realization (not included in Consolidated Net Income) not to exceed the amount of such Investments in such Person made after the Issue Date in reliance on this clause) provided, however, that if any Investment pursuant to this clause is made in any Person that is not a Restricted Subsidiary of the Issuer at the date of the making of such Investment and such Person becomes a Restricted Subsidiary of the Issuer after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause for so long as such Person continues to be a Restricted Subsidiary;

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(12) any Investment existing on, or made pursuant to binding commitments existing on, the Issue Date or an Investment consisting of any extension, modification or renewal of any Investment existing on the Issue Date; provided that the amount of any such Investment may be increased as required by the terms of such Investment as in existence on the Issue Date;

(13) any Investment acquired by the Issuer or any of its Restricted Subsidiaries as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(14) guarantees issued in accordance with the covenants described under “—Certain Covenants—Limitation on Debt;”

(15) Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(16) any Investment in any Subsidiary of the Issuer or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business consistent with past practice; and

(17) Investments arising as a result of any Permitted Receivables Financing.

“Permitted Liens” means

(1) Liens existing on the Issue Date (other than with respect to “Obligations” as referenced under the Credit Agreement);

(2) Liens securing the notes or any Note Guarantees;

(3) Liens securing Obligations under or with respect to any Permitted Bank Debt (including, without limitations, the “Obligations” as defined in the Credit Agreement) or any Debt of a Restricted Subsidiary that is not a Guarantor;

(4) pledges or deposits under worker’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts or leases, or to secure public or statutory obligations, surety bonds, customs duties and the like, or for the payment of rent, in each case incurred in the ordinary course of business and not securing Debt;

(5) Liens imposed by law, such as carriers’, vendors’, warehousemen’s, landlords’ and mechanics’ liens, in each case for sums not yet due or being contested in good faith and by appropriate proceedings;

(6) Liens in respect of taxes and other governmental assessments and charges which are not yet due or which are being contested in good faith and by appropriate proceedings;

(7) Liens securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters of credit and the proceeds thereof;

(8) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property, not interfering in any material respect with the conduct of the business of the Issuer and its Restricted Subsidiaries;

(9) licenses or leases or subleases as licensor, lessor or sublessor of any of its property, including intellectual property, in the ordinary course of business;

(10) customary Liens in favor of trustees and escrow agents, and netting and setoff rights, banker’s liens, margins liens and the like in favor of financial institutions and counterparties to financial obligations and instruments, including any such Liens securing Obligations under Hedging Agreements;

(11) Liens on assets pursuant to merger agreements, stock or asset purchase agreements and similar agreements in respect of the disposition of such assets;

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(12) options, put and call arrangements, rights of first refusal and similar rights relating to Investments in joint ventures, partnerships and the like;

(13) judgment liens, and Liens securing appeal bonds or letters of credit issued in support of or in lieu of appeal bonds, so long as no Event of Default then exists as a result thereof;

(14) (a) Liens incurred in the ordinary course of business not securing Debt and not in the aggregate materially detracting from the value of the properties or their use in the operation of the business of the Issuer and its Restricted Subsidiaries and (b) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business in accordance with past practices;

(15) Liens (including the interest of a lessor under a Capital Lease) on property that secure Debt Incurred pursuant to clause (b)(9) of Permitted Debt for the purpose of financing all or any part of the purchase price or cost of acquisition, construction or improvement of such property and which attach within 365 days of the date of such purchase or the completion of acquisition, construction or improvement;

(16) Liens on property or Equity Interests of a Person at the time such Person becomes a Restricted Subsidiary of the Issuer; provided such Liens were not created in contemplation thereof and do not extend to any other property of the Issuer or any Restricted Subsidiary;

(17) Liens on property at the time the Issuer or any of the Restricted Subsidiaries acquires such property, including any acquisition by means of a merger or consolidation with or into the Issuer or a Restricted Subsidiary of such Person; provided such Liens were not created in contemplation thereof and do not extend to any other property of the Issuer or any Restricted Subsidiary;

(18) Liens securing Debt or other obligations of the Issuer or a Restricted Subsidiary to the Issuer or a Restricted Subsidiary that is a Guarantor;

(19) (a) Liens securing Hedging Agreements so long as such Hedging Agreements are with the lenders party to the Credit Agreement or their affiliates, and (b) customary margin requirements and the like securing Hedging Agreements;

(20) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(21) deposits made in the ordinary course of business to secure liability to insurance carriers;

(22) Liens on the Equity Interests of Unrestricted Subsidiaries;

(23) extensions, renewals or replacements of any Liens referred to in clauses (1), (2), (15), (16), (17) or (24) in connection with the refinancing of the obligations secured thereby; provided that such Lien does not extend to any other property and, except as contemplated by the definition of “Permitted Refinancing Debt”, the amount secured by such Lien is not increased;

(24) other Liens securing Debt other than Debt incurred pursuant to clause (b)(1) of “—Certain Covenants—Limitation on Debt”; provided that, after giving effect to the Incurrence of such Debt and Liens on a pro forma basis, the Secured Debt Ratio would be no greater than 2.5 to 1.0 (and such Liens shall be on the same assets securing obligations in respect of such Debt); provided, further, that for purposes of calculating the Secured Debt Ratio with respect to this clause (24), the amount of Permitted Bank Debt outstanding pursuant to clause (b)(1) of “—Certain Covenants—Limitation on Debt” shall be deemed to be no less than $200.0 million at such time (the cash proceeds of any Debt and Liens then incurred under this clause (24) shall not be netted from Debt for purposes of the Secured Debt Ratio);

(25) Liens arising under any Permitted Receivables Financing;

(26) Liens on equipment of the Issuer or any Restricted Subsidiary granted in the ordinary course of business to the Issuer’s or such Restricted Subsidiary’s client at which such equipment is located; and

(27) other Liens securing obligations not to exceed $30 million at any one time outstanding.

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“Permitted Receivables Financing” means any receivables financing facility or arrangement pursuant to which a Securitization Subsidiary purchases or otherwise acquires Accounts Receivable of the Issuer or any Restricted Subsidiaries and enters into a third party financing thereof on terms that the Board of Directors has concluded are customary and market terms fair to the Issuer and its Restricted Subsidiaries.

“Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity, including a government or political subdivision or an agency or instrumentality thereof.

“Preferred Stock” means, with respect to any Person, any and all Capital Stock which is preferred as to the payment of dividends or distributions, upon liquidation or otherwise, over another class of Capital Stock of such Person.

“Qualified Equity Interests” means all Equity Interests of a Person other than Disqualified Equity Interests.

“Qualified Stock” means all Capital Stock of a Person other than Disqualified Stock.

“Rating Agencies” means Moody’s and S&P or if either Moody’s or S&P or both shall not make a rating on the notes publicly available for reasons outside the Issuer’s control, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer that shall be substituted for Moody’s or S&P or both, as the case may be.

“Restricted Subsidiary” means any Subsidiary of the Issuer other than an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc. and its successors.

“Secured Debt Ratio” means, on any date (the “transaction date”), the ratio of

(x) (i) the aggregate amount of, without duplication, (A) Debt of the Issuer and the Guarantors that is secured by Liens on any assets of the Issuer or any Guarantor, plus (B) any Debt of the Issuer’s Non-Guarantor Restricted Subsidiaries minus (ii) the aggregate amount of unrestricted cash and Cash Equivalents of the Issuer and its Restricted Subsidiaries, to

(y) the aggregate amount of EBITDA for the four fiscal quarters immediately prior to the transaction date for which internal financial statements are available (the “reference period”). In making the foregoing calculation,

(1) any Debt, Disqualified Stock or Preferred Stock to be repaid or redeemed on the transaction date will be excluded; and

(2) pro forma effect will be given to

(A) the creation, designation or redesignation of Restricted and Unrestricted Subsidiaries,

(B) the acquisition or disposition of companies, divisions, lines of businesses or operations by the Issuer and its Restricted Subsidiaries, including any acquisition or disposition of a company, division or line of business since the beginning of the reference period by a Person that became a Restricted Subsidiary after the beginning of the reference period, and

(C) the discontinuation of any discontinued operations

that have occurred since the beginning of the reference period as if such events had occurred, and, in the case of any disposition, the proceeds thereof applied, on the first day of the reference period. To the extent that pro forma effect is to be given to an acquisition, disposition or discontinuation of a company, division, line of business or operation, the pro forma calculation will be based upon the most recent four full fiscal quarters for

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which the relevant financial information is available. For purposes of this definition, whenever pro forma effect is to be given to an Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer (and may include, for the avoidance of doubt, cost savings, synergies and operating expense reductions resulting from such Investment, acquisition, merger, amalgamation or consolidation which is being given pro forma effect that have been or are expected to be realized based on actions taken, committed to be taken or expected in good faith to be taken within 12 months); provided that any increase to EBITDA as a result of cost savings, synergies and operating expense reductions pursuant to this paragraph shall not exceed 10% of EBITDA (prior to giving effect to such cost savings, synergies and operating expense reductions).

For purposes of the calculation of the Secured Debt Ratio used at any time, any Permitted Bank Debt that is unsecured shall be deemed to be Debt secured by a lien on assets of the Issuer or a Guarantor and the cash proceeds of any Debt then incurred shall not be netted from Debt for purposes of this definition.

For purposes of this definition, any amount in a currency other than U.S. dollars will be converted to U.S. dollars in accordance with GAAP, in a manner consistent with that used in preparing the Issuer’s financial statements.

“Securitization Subsidiary” means a Subsidiary of the Issuer

(1) that is designated a “Securitization Subsidiary” by the Board of Directors,

(2) that does not engage in, and whose charter prohibits it from engaging in, any activities other than Permitted Receivables Financings and any activity necessary, incidental or related thereto,

(3) no portion of the Debt or any other obligation, contingent or otherwise, of which

(A) is Guaranteed by the Issuer or any Restricted Subsidiary of the Issuer,

(B) is recourse to or obligates the Issuer or any Restricted Subsidiary of the Issuer in any way, or

(C) subjects any property or asset of the Issuer or any Restricted Subsidiary of the Issuer, directly or indirectly, contingently or otherwise, to the satisfaction thereof,

(4) with respect to which neither the Issuer nor any Restricted Subsidiary of the Issuer (other than an Unrestricted Subsidiary) has any obligation to maintain or preserve such its financial condition or cause it to achieve certain levels of operating results

other than, in respect of clauses (3) and (4), pursuant to customary representations, warranties, covenants and indemnities entered into in connection with a Permitted Receivables Financing.

“Share Repurchase” means the declaration and payment of a dividend or other distribution on, and/or repurchase by the Issuer in respect of, its outstanding common stock at any time and from time to time in an amount not to exceed $50.0 million in the aggregate.

“Significant Restricted Subsidiary” means any Restricted Subsidiary, or group of Restricted Subsidiaries, that would, taken together, be a “significant subsidiary” as defined in Article 1, Rule 1-02 (w) of Regulation S-X promulgated under the Securities Act, as such regulation is in effect on the date of the indenture.

“Stated Maturity” means (i) with respect to any Debt, the date specified as the fixed date on which the final installment of principal of such Debt is due and payable or (ii) with respect to any scheduled installment of principal of or interest on any Debt, the date specified as the fixed date on which such installment is due and payable as set forth in the documentation governing such Debt, not including any contingent obligation to repay, redeem or repurchase prior to the regularly scheduled date for payment.

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“Subordinated Debt” means any Debt of the Issuer or any Guarantor which is subordinated in right of payment to the notes or the Note Guaranty, as applicable, pursuant to a written agreement to that effect.

“Subsidiary” means with respect to any Person, any corporation, association or other business entity of which more than 50% of the outstanding Voting Stock is owned, directly or indirectly, by such Person and one or more Subsidiaries of such Person (or a combination thereof). Unless otherwise specified, “Subsidiary” means a Subsidiary of the Issuer.

“Subsidiary Guarantor” means each Domestic Restricted Subsidiary of the Issuer that executed the indenture as a guarantor on the Issue Date and each other Domestic Restricted Subsidiary that executes a supplemental indenture in the form attached to the indenture providing for the guaranty of the payment of the notes, or any successor obligor under its Note Guaranty pursuant to “Consolidation, Merger or Sale of Assets,” in each case unless and until such Subsidiary Guarantor is released from its Note Guaranty pursuant to the indenture.

“Total Assets” means the total consolidated assets of the Issuer and its Restricted Subsidiaries, as shown on the most recent balance sheet of the Issuer provided to the trustee pursuant to “Certain Covenants—Financial Reports” (or required to be provided thereunder), calculated on a pro forma basis to give effect to any acquisition or disposition of companies, divisions, lines of businesses or operations by the Issuer and its Restricted Subsidiaries subsequent to such date and on or prior to the date of determination.

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to May 15, 2016; provided, however, that if the period from the redemption date to May 15, 2016 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“U.S. Government Obligations” means obligations issued or directly and fully guaranteed or insured by the United States of America or by any agency or instrumentality thereof; provided that the full faith and credit of the United States of America is pledged in support thereof.

“Unrestricted Subsidiary” means any (1) Securitization Subsidiary, and (2) Subsidiary of the Issuer that at the time of determination has previously been designated, and continues to be, an Unrestricted Subsidiary in accordance with “Designation of Restricted and Unrestricted Subsidiaries”.

“Voting Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

“Wholly Owned” means, with respect to any Restricted Subsidiary, a Restricted Subsidiary all of the outstanding Capital Stock of which (other than any director’s qualifying shares) is owned by the Issuer and one or more Wholly Owned Restricted Subsidiaries (or a combination thereof).

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THE EXCHANGE OFFER

In a registration rights agreement among the Company, the Guarantors and the initial purchasers of the old Notes, we agreed

(1) to file a registration statement on or prior to 270 days after the closing of the offering of the old Notes with respect to an offer to exchange the old Notes for a new issue of notes, with terms substantially the same as of the old Notes but registered under the Securities Act,

(2) to use our best efforts to cause the registration statement to be declared effective by the SEC on or prior to 365 days after the closing of the old Notes offering and

(3) use our best efforts to consummate the exchange offer and issue the new Notes within 40 days after the registration statement is declared effective.

The registration rights agreement provides that, in the event we fail to file the registration statement within 270 days after the closing date, have the registration statement declared effective within 365 days or consummate the exchange offer within 40 days of being declared effective, we will be required to pay additional interest on the old Notes over and above the regular interest on the old Notes. Once we complete this exchange offer, we will no longer be required to pay additional interest on the old Notes.

The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of old Notes in any jurisdiction in which the exchange offer or acceptance of the exchange offer would violate the securities or blue sky laws of that jurisdiction.

Terms of the Exchange Offer; Period for Tendering Old Notes

This prospectus and the accompanying letter of transmittal contain the terms and conditions of the exchange offer. Upon the terms and subject to the conditions included in this prospectus and in the accompanying letter of transmittal, which together are the exchange offer, we will accept for exchange old Notes which are properly tendered on or prior to the expiration date, unless you have previously withdrawn them.

• When you tender to us old Notes as provided below, our acceptance of the old Notes will constitute a binding agreement between you and us upon the terms and subject to the conditions in this prospectus and in the accompanying letter of transmittal.

• For each $1,000 principal amount of old Notes surrendered to us in the exchange offer, we will give you $1,000 principal amount of new Notes.

• We will keep the exchange offer open for not less than 30 days, or longer if required by applicable law, after the date that we first mail notice of the exchange offer to the holders of the old Notes. We are sending this prospectus, together with the letter of transmittal, on or about the date of this prospectus to all of the registered holders of old Notes at their addresses listed in the trustee’s security register with respect to the old Notes.

• The exchange offer expires at 5:00 p.m., New York City time, on                     , 2013; provided, however, that we, in our sole discretion, may extend the period of time for which the exchange offer is open. The term “expiration date” means                     , 2013 or, if extended by us, the latest time and date to which the exchange offer is extended.

• As of the date of this prospectus, $238,500,000 in aggregate principal amount of the old Notes were outstanding. The exchange offer is not conditioned upon any minimum principal amount of old Notes being tendered.

• Our obligation to accept old Notes for exchange in the exchange offer is subject to the conditions that we describe in the section “—Conditions to the Exchange Offer” below.

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• We expressly reserve the right, at any time, to extend the period of time during which the exchange offer is open, and thereby delay acceptance of any old Notes, by giving oral or written notice of an extension to the exchange agent and notice of that extension to the holders as described below. During any extension, all old Notes previously tendered will remain subject to the exchange offer unless withdrawal rights are exercised. Any old Notes not accepted for exchange for any reason will be returned without expense to the tendering holder promptly following the expiration or termination of the exchange offer.

• We expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any old Notes that we have not yet accepted for exchange, if any of the conditions of the exchange offer specified below under “Conditions to the Exchange Offer” are not satisfied. In the event of a material change in the exchange offer, including the waiver of a material condition, we will extend the offer period if necessary so that at least five business days remain in the exchange offer following notice of the material change.

• We will give oral or written notice of any extension, amendment, termination or non-acceptance described above to holders of the old Notes promptly. If we extend the expiration date, we will give notice by means of a press release or other public announcement no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date. Without limiting the manner in which we may choose to make any public announcement and subject to applicable law, we will have no obligation to publish, advertise or otherwise communicate any public announcement other than by issuing a release to Business Wire.

• Holders of old Notes do not have any appraisal or dissenters’ rights in connection with the exchange offer.

• Old Notes which are not tendered for exchange or are tendered but not accepted in connection with the exchange offer will remain outstanding and be entitled to the benefits of the indenture, but will not be entitled to any further registration rights under the registration rights agreement.

• We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC thereunder.

• By executing, or otherwise becoming bound by, the letter of transmittal, you will be making the representations described below to us. See “—Resales of the New Notes.”

Important rules concerning the exchange offer

You should note that:

• All questions as to the validity, form, eligibility, time of receipt and acceptance of old Notes tendered for exchange will be determined by the Company in its sole discretion, which determination shall be final and binding.

• We reserve the absolute right to reject any and all tenders of any particular old Notes not properly tendered or to not accept any particular old Notes which acceptance might, in our judgment or the judgment of our counsel, be unlawful.

• We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to any particular old Notes either before or after the expiration date, including the right to waive the ineligibility of any holder who seeks to tender old Notes in the exchange offer. Unless we agree to waive any defect or irregularity in connection with the tender of old Notes for exchange, you must cure any defect or irregularity within any reasonable period of time as we shall determine.

• Our interpretation of the terms and conditions of the exchange offer as to any particular old Notes either before or after the expiration date shall be final and binding on all parties.

• Neither the Company, the exchange agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of old Notes for exchange, nor shall any of them incur any liability for failure to give any notification.

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Procedures for Tendering Old Notes

What to submit and how

If you, as the registered holder of an old Note, wish to tender your old Notes for exchange in the exchange offer, you must transmit a properly completed and duly executed letter of transmittal to Wells Fargo Bank, National Association at the address set forth below under “Exchange Agent” on or prior to the expiration date.

In addition,

(1) certificates for old Notes must be received by the exchange agent along with the letter of transmittal, or

(2) a timely confirmation of a book-entry transfer of old Notes, if such procedure is available, into the exchange agent’s account at DTC using the procedure for book-entry transfer described below, must be received by the exchange agent prior to the expiration date.

The method of delivery of old Notes, letters of transmittal is at your election and risk. If delivery is by mail, we recommend that registered mail, properly insured, with return receipt requested, be used. In all cases, sufficient time should be allowed to assure timely delivery. No letters of transmittal or old Notes should be sent to the Company.

How to sign your letter of transmittal and other documents

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the old Notes being surrendered for exchange are tendered

(1) by a registered holder of the old Notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal or

(2) for the account of an eligible institution.

If signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantees must be by any of the following eligible institutions:

• a firm which is a member of a registered national securities exchange or a member of the Financial Industry Regulatory Authority, Inc. or

• a commercial bank or trust company having an office or correspondent in the United States.

If the letter of transmittal is signed by a person or persons other than the registered holder or holders of old Notes, the old Notes must be endorsed or accompanied by appropriate powers of attorney, in either case signed exactly as the name or names of the registered holder or holders that appear on the old Notes and with the signature guaranteed.

If the letter of transmittal or any old Notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers or corporations or others acting in a fiduciary or representative capacity, the person should so indicate when signing and, unless waived by the Company, proper evidence satisfactory to the Company of its authority to so act must be submitted.

Acceptance of Old Notes for Exchange; Delivery of New Notes

Once all of the conditions to the exchange offer are satisfied or waived, we will accept, promptly after the expiration date, all old Notes properly tendered and will issue the new Notes promptly after the expiration of the exchange offer. See “—Conditions to the Exchange Offer” below. For purposes of the exchange offer, our giving of oral or written notice of our acceptance to the exchange agent will be considered our acceptance of the exchange offer.

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In all cases, we will issue new Notes in exchange for old Notes that are accepted for exchange only after timely receipt by the exchange agent of:

• certificates for old Notes, or

• a timely book-entry confirmation of transfer of old Notes into the exchange agent’s account at DTC using the book-entry transfer procedures described below, and

• a properly completed and duly executed letter of transmittal.

If we do not accept any tendered old Notes for any reason included in the terms and conditions of the exchange offer or if you submit certificates representing old Notes in a greater principal amount than you wish to exchange, we will return any unaccepted or non-exchanged old Notes without expense to the tendering holder or, in the case of old Notes tendered by book-entry transfer into the exchange agent’s account at DTC using the book-entry transfer procedures described below, non-exchanged old Notes will be credited to an account maintained with DTC promptly following the expiration or termination of the exchange offer.

Book-Entry Transfer

The exchange agent will make a request to establish an account with respect to the old Notes at DTC for purposes of the exchange offer promptly after the date of this prospectus. Any financial institution that is a participant in DTC’s systems may make book-entry delivery of old Notes by causing DTC to transfer old Notes into the exchange agent’s account in accordance with DTC’s Automated Tender Offer Program procedures for transfer. However, the exchange for the old Notes so tendered will only be made after timely confirmation of book-entry transfer of old Notes into the exchange agent’s account, and timely receipt by the exchange agent of an agent’s message, transmitted by DTC and received by the exchange agent and forming a part of a book-entry confirmation. The agent’s message must state that DTC has received an express acknowledgment from the participant tendering old Notes that are the subject of that book-entry confirmation that the participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce the agreement against that participant.

Although delivery of old Notes may be effected through book-entry transfer into the exchange agent’s account at DTC, the letter of transmittal, or a facsimile copy, properly completed and duly executed, with any required signature guarantees, must in any case be delivered to and received by the exchange agent at its address listed under “—Exchange Agent” on or prior to the expiration date.

If your old Notes are held through DTC, you must complete a form called “instructions to registered holder and/or book-entry participant,” which will instruct the DTC participant through whom you hold your Notes of your intention to tender your old Notes or not tender your old Notes. Please note that delivery of documents to DTC in accordance with its procedures does not constitute delivery to the exchange agent and we will not be able to accept your tender of old Notes until the exchange agent receives a letter of transmittal and a book-entry confirmation from DTC with respect to your old Notes. A copy of that form is available from the exchange agent.

Withdrawal Rights

You can withdraw your tender of old Notes at any time on or prior to the expiration date.

For a withdrawal to be effective, a written notice of withdrawal must be received by the exchange agent at one of the addresses listed below under “Exchange Agent.” Any notice of withdrawal must specify:

• the name of the person having tendered the old Notes to be withdrawn

• the old Notes to be withdrawn

• the principal amount of the old Notes to be withdrawn

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• if certificates for old Notes have been delivered to the exchange agent, the name in which the old Notes are registered, if different from that of the withdrawing holder

• if certificates for old Notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of those certificates, you must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an eligible institution unless you are an eligible institution.

• if old Notes have been tendered using the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old Notes and otherwise comply with the procedures of that facility.

Please note that all questions as to the validity, form, eligibility and time of receipt of notices of withdrawal will be determined by us, and our determination shall be final and binding on all parties. Any old Notes so withdrawn will be considered not to have been validly tendered for exchange for purposes of the exchange offer.

If you have properly withdrawn old Notes and wish to re-tender them, you may do so by following one of the procedures described under “—Procedures for Tendering Old Notes” above at any time on or prior to the expiration date.

Conditions to the Exchange Offer

Notwithstanding any other provisions of the exchange offer, we will not be required to accept for exchange, or to issue new Notes in exchange for, any old Notes and may terminate or amend the exchange offer, if at any time before the acceptance of old Notes for exchange or the exchange of the new Notes for old Notes, that acceptance or issuance would violate applicable law or any interpretation of the staff of the SEC.

That condition is for our sole benefit and may be asserted by us regardless of the circumstances giving rise to that condition. Our failure at any time to exercise the foregoing rights shall not be considered a waiver by us of that right. Our rights described in the prior paragraph are ongoing rights which we may assert at any time and from time to time.

In addition, we will not accept for exchange any old Notes tendered, and no new Notes will be issued in exchange for any old Notes, if at that time any stop order shall be threatened or in effect with respect to the exchange offer to which this prospectus relates or the qualification of the indenture under the Trust Indenture Act.

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Exchange Agent

Wells Fargo Bank, National Association has been appointed as the exchange agent for the exchange offer. All executed letters of transmittal should be directed to the exchange agent at one of the addresses set forth below. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent, addressed as follows:

Deliver To:

Registered & Certified Mail:

Wells Fargo Bank, N.A.

Corporate Trust Operations

MAC N9303-121

P.O. Box 1517

Minneapolis, MN 55480

Regular Mail or Courier:

Wells Fargo Bank, N.A.

Corporate Trust Operations

MAC N9303-121

6^th St & Marquette Avenue

Minneapolis, MN 55479

In Person by Hand Only:

Wells Fargo Bank, N.A.

Corporate Trust Services

Northstar East Building—12^th Floor

608 Second Avenue South

Minneapolis, MN 55402

By Facsimile Transmission (For Eligible Institutions Only):

(612) 667-6282

Confirm by Telephone:

(800) 344-5128

Delivery to an address other than as listed above or transmission of instructions via facsimile other than as listed above does not constitute a valid delivery.

Fees and Expenses

The principal solicitation is being made by mail; however, additional solicitation may be made by telegraph, telephone or in person by our officers, regular employees and affiliates. We will not pay any additional compensation to any of our officers and employees who engage in soliciting tenders. We will not make any payment to brokers, dealers, or others soliciting acceptances of the exchange offer. However, we will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection with the exchange offer.

The estimated cash expenses to be incurred in connection with the exchange offer, including legal, accounting, SEC filing, printing and exchange agent expenses, will be paid by us and are estimated in the aggregate to be $250,000.

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Transfer Taxes

Holders who tender their old Notes for exchange will not be obligated to pay any transfer taxes in connection therewith, except that holders who instruct us to register new Notes in the name of, or request that old Notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax thereon.

Resales of the New Notes

Under existing interpretations of the staff of the SEC contained in several no-action letters to third parties, the new Notes would in general be freely transferable after the exchange offer without further registration under the Securities Act. The relevant no-action letters include the Exxon Capital Holdings Corporation letter, which was made available by the SEC on May 13, 1988, and the Morgan Stanley & Co. Incorporated letter, made available on June 5, 1991.

However, any purchaser of old Notes who is an “affiliate” of the Company or who intends to participate in the exchange offer for the purpose of distributing the new Notes

(1) will not be able to rely on the interpretation of the staff of the SEC,

(2) will not be able to tender its old Notes in the exchange offer and

(3) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the Notes unless that sale or transfer is made using an exemption from those requirements.

By executing, or otherwise becoming bound by, the Letter of Transmittal each holder of the old Notes will represent that:

(1) it is not our “affiliate”;

(2) any new Notes to be received by it were acquired in the ordinary course of its business; and

(3) it has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage, in the “distribution,” within the meaning of the Securities Act, of the new Notes.

Delivery of Prospectus

Each broker-dealer that receives new Notes for its own account in exchange for old Notes, where such old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new Notes. See “Plan of Distribution.”

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MATERIAL UNITED STATES TAX CONSEQUENCES OF THE EXCHANGE OFFER

The exchange of old Notes for new Notes in the exchange offer will not result in any United States federal income tax consequences to holders. When a holder exchanges an old security for a new security in the exchange offer, the holder will have the same adjusted basis and holding period in the new security as in the old security immediately before the exchange.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives new Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new Notes received in exchange for old Notes where such old Notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until                     , 2013, all dealers effecting transactions in the new Notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of new Notes by broker-dealers. New Notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such new Notes. Any broker-dealer that resells new Notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such new Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of new Notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 90 days after the expiration date we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. We have agreed to pay all of our expenses incident to the exchange offer other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

VALIDITY OF SECURITIES

Davis Polk & Wardwell LLP, New York, New York will opine for us on whether the new Notes are valid and binding obligations of the Company and the Guarantors, respectively.

EXPERTS

The consolidated financial statements of Ruby Tuesday, Inc. and subsidiaries as of June 5, 2012 and for each of the years in the three-year period ended June 5, 2012, incorporated by reference in this prospectus, and the company’s effectiveness of internal control over financial reporting as of June 5, 2012, have been audited by KPMG LLP, an independent registered public accounting firm, as stated in their reports which are incorporated by reference in this prospectus.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Ruby Tuesday, Inc.

RT Denver, Inc.

RT Louisville, Inc.

RT Orlando, Inc.

RT South Florida, Inc.

RT Tampa, Inc.

RT West Palm Beach, Inc.

Each of Ruby Tuesday, Inc., RT Denver, Inc., RT Louisville, Inc., RT Orlando, Inc., RT South Florida, Inc., RT Tampa, Inc. and RT West Palm Beach, Inc. is a Georgia corporation.

Subsection (a) of Section 14-2-851 of the Georgia Business Corporation Code (the “Code”) provides that a corporation may indemnify an individual made a party to a proceeding because he or she is or was a director against liability incurred in the proceeding if such individual conducted himself or herself in good faith and such individual reasonably believed, in the case of conduct in an official capacity, that such conduct was in the best interests of the corporation and, in all other cases, that such conduct was at least not opposed to the best interests of the corporation and, in the case of any criminal proceeding, such individual had no reasonable cause to believe such conduct was unlawful. Subsection (d) of Section 14–2–851 of the Code provides that a corporation may not indemnify a director in connection with a proceeding by or in the right of the corporation except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under Section 14–2–851 of the Code or in connection with any proceeding with respect to conduct for which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her, whether or not involving action in his or her official capacity.

Notwithstanding the foregoing, pursuant to Section 14-2-854 of the Code, after receipt from a director of an application for indemnification or advance of expenses, a court may order a corporation to indemnify a director or advance expenses if such court determines that the director is entitled to indemnification or advance for expenses under the Code or that it is fair and reasonable to indemnify such director or to advance expenses to such director, in view of all the relevant circumstances, even if such director has not met the relevant standard of conduct set forth in subsections (a) and (b) of Section 14-2-851 of the Code, failed to comply with Section 14-2-853 of the Code or was adjudged liable in a proceeding referred to in paragraph (1) or (2) of subsection (d) of Section 14-2-851 of the Code. However, if such director was adjudged liable, the indemnification shall be limited to reasonable expenses incurred in connection with the proceeding. If the court orders indemnification and/or advance of expenses pursuant to Section 14-2-854 of the Code, the court may also order the corporation to pay the director’s reasonable expenses in obtaining the court ordered indemnification or advance of expenses.

Section 14-2-852 of the Code provides that if a director has been wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a director of the corporation, the corporation shall indemnify the director against reasonable expenses incurred by the director in connection with the proceeding.

Section 14-2-857 of the Code provides that a corporation may indemnify and advance expenses to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation to the same extent as a director and if he or she is not a director, to such further extent as may be provided in its articles of incorporation, bylaws, a resolution of its board of directors or contract except for liability arising out of conduct that constitutes: (i) appropriation of any business opportunity of the corporation in violation of his or her duties; (ii) acts or omissions which involve intentional misconduct or a knowing violation of law; (iii) receipt of an improper personal benefit or (iv) making distributions in violation of Section 14-2-640 of the Code or the corporation’s articles of incorporation. Section 14-2-857 of the Code also provides that an officer of the

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corporation who is not a director is entitled to mandatory indemnification under Section 14-2-852 and is entitled to apply for court ordered indemnification or advances for expenses under Section 14-2-854, in each case to the same extent as a director. In addition, Section 14–2–857 provides that a corporation may also indemnify and advance expenses to an employee or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors or contract.

Article IX of Ruby Tuesday, Inc.’s articles of incorporation and Article XII of its by-laws provide for indemnification of any person who is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

Article XIII of the articles of incorporation and Article XIII the by-laws of each of RT Denver, Inc., RT Louisville, Inc., RT Orlando, Inc., RT South Florida, Inc., RT Tampa, Inc., and RT West Palm Beach, Inc. provide for indemnification of each person who is or was a director, officer, employee or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

Ruby Tuesday, Inc. maintains standard policies of insurance under which coverage is provided to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and to Ruby Tuesday, Inc. with respect to payments which may be made by Ruby Tuesday, Inc. to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

RTBD, Inc.

RT Finance, Inc.

RT One Percent Holdings, Inc.

RT Airport, Inc.

Each of RTBD, Inc., RT Finance, Inc., RT One Percent Holdings, Inc. and RT Airport, Inc. is a Delaware corporation (each, a “DE Corporation”).

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to Ruby Tuesday, Inc. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for any breach of the director’s duty of loyalty to the corporation or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or for any transaction from which the director derived an improper personal benefit. Ruby Tuesday, Inc.’s Certificate of Incorporation provides for such limitation of liability.

Paragraph 7 of each DE Corporation’s certificate of incorporation provides for the elimination of the personal liability of the directors of the corporation to the fullest extent permitted by Section 102(b)(7) of the Delaware General Corporation Law.

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RT Tampa Franchise, LP

RT Orlando Franchise, LP

RT South Florida Franchise, LP

RT West Palm Beach Franchise, LP

RT Denver Franchise, LP

Each of RT Tampa Franchise, LP, RT Orlando Franchise, LP, RT South Florida Franchise, LP, RT West Palm Beach Franchise, LP and RT Denver Franchise, LP is a Delaware limited partnership.

Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other persons from and against any and all claims and demands whatsoever.

Section 15.2 of RT Tampa Franchise, LP’s limited partnership agreement provides for indemnification of each partner and all of their respective shareholders, members, partners, directors, managers, officers, agents and employees to the fullest extent permitted by the laws of the State of Delaware.

RT New York Franchise, LLC

RT Southwest Franchise, LLC

RT Michiana Franchise, LLC

RT Franchise Acquisition, LLC

RT Kentucky Restaurant Holdings, LLC

RT Florida Equity, LLC

RT Detroit Franchise, LLC

RT Michigan Franchise, LLC

RT New England Franchise, LLC

RT Long Island Franchise, LLC

Ruby Tuesday, LLC

RT Indianapolis Franchise, LLC

RT Omaha Franchise, LLC

RT KCMO Franchise, LLC

RT Portland Franchise, LLC

RT St. Louis Franchise, LLC

RT Western Missouri Franchise, LLC

RT Minneapolis Franchise, LLC

RT Las Vegas Franchise, LLC

RT Louisville Franchise, LLC

RT McGhee Tyson, LLC

RT One Percent Holdings, LLC

RT O’Toole, LLC

RT Smith, LLC

RT Millington, LLC

Wok Hay 2, LLC

RT Northern California Franchise, LLC

RT Restaurant Services, LLC

RT New Hampshire Restaurant Holdings, LLC

RT Minneapolis Holdings, LLC

RT Omaha Holdings, LLC

Each of RT New York Franchise, LLC, RT Southwest Franchise, LLC, RT Michiana Franchise, LLC, RT Franchise Acquisition, LLC, RT Kentucky Restaurant Holdings, LLC, RT Florida Equity, LLC, RT Detroit Franchise, LLC, RT Michigan Franchise, LLC, RT New England Franchise, LLC, RT Long Island Franchise,

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LLC, Ruby Tuesday, LLC, RT Indianapolis Franchise, LLC, RT Omaha Franchise, LLC, RT KCMO Franchise, LLC, RT Portland Franchise, LLC, RT St. Louis Franchise, LLC, RT Western Missouri Franchise, LLC, RT Minneapolis Franchise, LLC, RT Las Vegas Franchise, LLC, RT Louisville Franchise, LLC, RT McGhee Tyson, LLC, RT One Percent Holdings, LLC, RT O’Toole, LLC, RT Smith, LLC, RT Millington, LLC, Wok Hay 2, LLC, RT Northern California Franchise, LLC, RT Restaurant Services, LLC, RT New Hampshire Restaurant Holdings, LLC, RT Minneapolis Holdings, LLC and RT Omaha Holdings, LLC is a Delaware limited liability company (each, a “DE LLC”).

Section 18-108 of the Delaware Limited Liability Company Act (the “DLLCA”) states that subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

Section 15.2 of the participation and operating agreements of each of RT New York Franchise, LLC, RT Southwest Franchise, LLC, RT Louisville Franchise, LLC, RT McGhee Tyson, LLC and RT Northern California Franchise, LLC provides for indemnification of each member and manager and all of their respective shareholders, members, partners, directors, managers, officers, agents and employees to the fullest extent permitted by the laws of the State of Delaware.

Section 5.3 of the operating agreements of each of RT Franchise Acquisition, LLC, RT Kentucky Restaurant Holdings, LLC, RT Florida Equity, LLC, Ruby Tuesday, LLC, RT One Percent Holdings, LLC, RT O’Toole, LLC, RT Smith, LLC, RT Millington, LLC, RT New Hampshire Restaurant Holdings, LLC, RT Minneapolis Holdings, LLC, and RT Omaha Holdings, LLC provides for indemnification of each person who is or was a member, manager, officer, employee, or agent of the company or is or was serving at the request of the company as a director, officer, partner, trustee, employee, or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

Section 1.9 of the participation and operating agreements of each of Wok Hay 2, LLC and RT Restaurant Services, LLC provides for indemnification of each member and its affiliates and any of their respective officers, directors, employees, stockholders, partners (limited and/or general) managers, members, consultants or agents and each person acting in any such capacity for the company to the fullest extent permitted by the laws of the State of Delaware.

Ruby Tuesday GC Cards, Inc.

Ruby Tuesday GC Cards, Inc. is a Colorado corporation.

Section 7-109-102 of the Colorado Business Corporation Act (the “Colorado Corporation Act”) empowers a Colorado corporation to indemnify a person made a party to a proceeding because the person is or was a director against liability incurred in the proceeding if (a) the person’s conduct was in good faith; and (b) the person reasonably believed (i) in the case of conduct in an official capacity with the corporation, that such conduct was in the corporation’s best interests; and (ii) in all other cases, that such conduct was at least not opposed to the corporation’s best interests; and (c) in the case of any criminal proceeding, the person had no reasonable cause to believe the person’s conduct was unlawful. Section 7-109-107 of the Colorado Corporation Act empowers a corporation to indemnify an officer, employee, fiduciary, or agent of the corporation to the same extent as a director, or to a greater extent, if such person is not also a director, if not inconsistent with public policy, and if provided for by its bylaws, general or specific action of its board of directors or shareholders, or contract.

Section 7-109-103 of the Colorado Corporation Act provides that, unless limited by its articles of incorporation, a corporation shall indemnify a person who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the person was a party because the person is or was a director, against reasonable expenses incurred by the person in connection with the proceeding. Pursuant to Section 7-109-107 of the Colorado Corporation Act, an officer is also entitled to such mandatory indemnification.

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RTGC, LLC

RTGC, LLC is a Colorado limited liability company.

Section 7-80-407 of the Colorado Limited Liability Company Act (the “Colorado LLC Act”) requires a Colorado limited liability company to reimburse a person who is or was a member or manager for payments made, and indemnify a person who is or was a member or manager for liabilities incurred by the person, in the ordinary course of the business of the limited liability company or for the preservation of its business or property, if such payments were made or liabilities incurred without violation of the person’s duties to the limited liability company.

Section 5.3 of RTGC, LLC’s limited liability company operating agreement provides for indemnification of each person who is or was a member, manager, officer, employee, or agent of the company or is or was serving at the request of the company as a director, officer, partner, trustee, employee, or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

RT Arkansas Club, Inc.

RT Jonesboro Club

Ruby Tuesday of Conway, Inc.

Ruby Tuesday of Russellville, Inc.

Ruby Tuesday of Bryant, Inc.

Each of RT Arkansas Club, Inc., RT Jonesboro Club, Ruby Tuesday of Conway, Inc., Ruby Tuesday of Russellville, Inc. and Ruby Tuesday of Bryant, Inc. is an Arkansas nonprofit corporation (each, an “Arkansas Corporation”).

Sections 4-33-851 and 4-33-856 of the Arkansas Nonprofit Corporation Act of 1993 allows an Arkansas Corporation to indemnify an individual made a party to a proceeding because the individual is or was a director, officer, employee or agent against liability incurred in the proceeding if the individual (1) conducted himself or herself in good faith; (2) reasonably believed, in the case of conduct in his or her official capacity with the Arkansas Corporation, that his or her conduct was in its best interests or, in all other cases, that his or her conduct was at least not opposed to its best interests; and (3) in the case of any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director, officer, employee or agent did not meet the standard of conduct described above. An Arkansas Corporation may not indemnify a director, officer, employee or agent in connection with a proceeding by or in the right of the Arkansas Corporation in which the individual was adjudged liable to the Arkansas Corporation or in connection with any other proceeding charging improper personal benefit to the individual, whether or not involving action in his or her official capacity, in which the individual was adjudged liable on the basis that personal benefit was improperly received by the individual. Unless limited by its articles of incorporation, an Arkansas Corporation shall indemnify a director, officer, employee or agent pursuant to Sections 4-33-852 and 4-33-856 of the Arkansas Nonprofit Corporation Act of 1993 who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the individual was a party because he or she is or was a director, officer, employee or agent of the Arkansas Corporation against reasonable expenses actually incurred by the individual in connection with the proceeding.

Article VI of the by-laws of RT Jonesboro Club provides for indemnification for any director or officer or such person’s estate or personal representative who is wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director or officer is a party by virtue of such person’s status as a director or officer of the corporation. The corporation may indemnify a director or officer made a party to a proceeding by virtue of such person’s status as a director or officer, against liability incurred in the proceeding if the following conditions are met: (1) the director or officer conducted himself or herself in good faith; (2) with

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respect to conduct in his or her official capacity, the director or officer had reason to believe that his or her conduct was in the best interests of the corporation; (3) in cases of conduct not in his or her official capacity, the director or officer had reason to believe that his or her conduct was at least not opposed to the best interests of the corporation. The corporation shall not indemnify a director or officer in connection with any proceeding by or in the right of the corporation in which the director or officer was adjudged liable to the corporation, or in connection with any other proceeding charging improper personal benefit to the director or officer, whether or not involving action in his or her official capacity, in which the director or officer was adjudged liable on the basis that personal benefit was improperly received by the director or officer.

Each of RT Arkansas Club, Inc., Ruby Tuesday of Conway, Inc., Ruby Tuesday of Russellville, Inc. and Ruby Tuesday of Bryant, Inc. has no indemnification provisions.

RT KCMO Kansas, Inc.

RT KCMO Kansas, Inc. is a Kansas corporation.

Section 17-6305 of the Kansas General Corporation Law authorizes a corporation to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines and amounts paid in settlement in connection with such action, including attorney’s fees, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation; and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

A Kansas corporation may also indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action, including attorney’s fees, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Article V of the by-laws of RT KCMO Kansas, Inc. provides for the indemnification of each person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of any other corporation, partnership, limited liability company, joint venture, trust or employee benefit plan to the fullest extent permitted by the laws of the State of Kansas.

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4721 RT of Pennsylvania, Inc.

4721 RT of Pennsylvania, Inc. is a Pennsylvania corporation.

Sections 1741 through 1750 of the Pennsylvania Business Corporation Law (the “PaBCL”) relate to the indemnification powers and duties of Pennsylvania business corporations. Pursuant to Section 1741 of the PaBCL, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding (a) if he or she acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the corporation and (b) with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe his or her conduct was unlawful. Pursuant to Section 1742 of the PaBCL, in actions brought against such a person by or in the right of the corporation, a corporation may indemnify him or her against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which he or she has been adjudged to be liable to the corporation unless and only to the extent that the court of common pleas of the judicial district embracing the county in which the registered office of the corporation is located or the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all circumstances of the case, he or she is fairly and reasonably entitled to indemnification for the expenses that the court of common pleas or such other court deems proper. A Pennsylvania corporation is required to indemnify a director, officer, employee or agent of the corporation against expenses actually and reasonably incurred to the extent that he or she has been successful on the merits or otherwise in defending an action or proceeding referred to in Section 1741 or 1742 of the PaBCL, or in defense of any claim, issue or matter therein.

Section 1746 of the PaBCL provides that the foregoing provisions shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under, among other things, any bylaw provision, provided that no indemnification may be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

Article VII of the by-laws of 4721 RT of Pennsylvania, Inc. provides for the indemnification of each person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer or trustee of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or where the basis of the proceeding is any alleged action or failure to take any action by such person while acting in an official capacity as a director or officer of the company, or in any other capacity on behalf of the company while such person is or was serving as a director or officer of the company to the fullest extent permitted by the laws of the State of Pennsylvania.

Quality Outdoor Services, Inc.

Quality Outdoor Services, Inc. is a Tennessee corporation.

The Tennessee Business Corporation Act (the “TNBCA”) provides that a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (a) the individual conducted himself or herself in good faith; (b) the individual reasonably believed (i) in the case of conduct in the individual’s official capacity with the corporation, that the individual’s conduct was in its best interest; and (ii) in all other cases, that the individual’s conduct was at least not opposed to its best interests; and (c) in the case of any criminal proceeding, the individual had no reasonable cause to believe the

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individual’s conduct was unlawful. Under the TNBCA, a corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of the final disposition of the proceeding if: (1) the director furnishes the corporation a written affirmation of the director’s good faith belief that the director has met the standard of conduct described in the preceding sentence; (2) the director furnishes the corporation a written undertaking, executed personally or on the director’s behalf, to repay the advance if it is ultimately determined that the director is not entitled to indemnification; and (3) a determination is made that the facts then known to those making the determination would not preclude indemnification under the TNBCA. Unless a corporation’s charter provides otherwise, the corporation may indemnify and advance expenses to an officer, employee or agent of the corporation who is not a director to the same extent as to a director. A corporation may not indemnify a director under the statute (x) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (y) in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director’s official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director. Unless limited by its charter, a corporation must indemnify a director or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a director or officer of the corporation against reasonable expenses incurred by him or her in connection with the proceeding. A corporation may also purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent of the corporation against liabilities asserted against or incurred by the individual in such capacity or arising from the individual’s status as a director, officer, employee or agent, whether or not the corporation would have the power to indemnify the individual against the same liability under the statute.

Quality Outdoor Services, Inc. does not have any indemnification provisions.

RT Distributing, LLC

RT Distributing, LLC is a Tennessee limited liability company.

The Tennessee LLC Act provides that a limited liability company may indemnify a person if the individual acted in good faith and reasonably believed that (i) in the case of conduct in such individual’s official capacity with the limited liability company, that such individual’s conduct was in its best interests, and (ii) in all other cases, that such individual’s conduct was at least not opposed to its best interests and (iii) in the case of any criminal proceeding, such individual had no reason to believe that his conduct was unlawful. The Tennessee LLC Act also requires indemnity for any responsible person who is wholly successful, on the merits or otherwise, in the defense of any proceeding to which such a person was a party because the person is or was a responsible party of the limited liability company, against reasonable expenses incurred by the person in connection with the proceeding.

Section 5.3 of RT Distributing, LLC’s limited liability company operating agreement provides for indemnification of each person who is or was a member, manager, officer, employee, or agent of the company or is or was serving at the request of the company as a director, officer, partner, trustee, employee, or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

RTT Texas, Inc.

RTT Texas, Inc. is a Texas corporation.

Chapter 8 of the Texas Business Organizations Code (the “TBOC”) authorizes a Texas corporation to indemnify a governing person, former governing person or delegate who was, is, or is threatened to be made a named defendant or respondent in a proceeding, including any threatened, pending or completed action or other proceeding, whether civil, criminal, administrative, arbitrative, or investigative, or an appeal of such action or proceeding, or an inquiry or investigation that could lead to such an action or proceeding. The TBOC provides

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that, unless a court of competent jurisdiction determines that the person is entitled to indemnification, indemnification is permitted only if it is determined that such person (a) acted in good faith; (b) reasonably believed (i) in the case of conduct in his official capacity, that the person’s conduct was in the enterprise’s best interests; and (ii) in any other cases, that the person’s conduct was not opposed to the enterprise’s best interests; and (c) in the case of any criminal proceeding, did not a reasonable cause to believe the person’s conduct was unlawful. To the extent consistent with other law, the TBOC authorizes a Texas corporation to indemnify and advance expenses to a person who is not a governing person, including an officer, employee, or agent, as provided by: (1) the enterprise’s governing documents; (2) general or specific action of the enterprise’s governing authority; (3) resolution of the enterprise’s owners or members; (4) contract; or (5) common law. The certificate of formation of a corporation may restrict the circumstances under which the enterprise must or may indemnify a person under Chapter 8 of the TBOC.

Article VII of the by-laws of RTT Texas, Inc. states that the Corporation may indemnify persons who are or were a director or officer of the Corporation, both in their capacities as directors and officers of the Corporation and, if serving at the request of the Corporation as a director, officer, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, trust, partnership, joint venture, sole proprietorship, employee benefit plan or other enterprise, in each of those capacities to the fullest extent permitted or required by Article 2.02-1 of the Texas Business Corporation Act. The Corporation may also indemnify persons who are or were an employee or agent (other than a present or former director or officer) of the Corporation, or persons who are not or were not employees or agents of the Corporation but who are or were serving at the request of the Corporation as a director, officer, trustee, employee, agent or similar functionary of another foreign or domestic corporation, trust, partnership, joint venture, sole proprietorship, employee benefit plan or other enterprise to the fullest extent permitted or required by Article 2.02-1 of the Texas Business Corporation Act.

RTTT, LLC

RTTT, LLC is a Texas limited liability company.

Section 101.402 of the TBOC permits a limited liability company to indemnify its members, managers and officers and assignees of membership interests in the company, to pay or reimburse expenses incurred by such persons and purchase, procure or establish and maintain insurance or another arrangement to indemnify or hold harmless such persons. The foregoing provisions may be waived or modified in the limited liability company’s company agreement.

Article VI of the Company Agreement of RTTT, LLC provides for indemnification of each person who is or was a member, manager, or officer of the company, both in the person’s official capacity and as a representative of another enterprise, another organization, or an employee benefit plan if serving at the request of the company. The company may indemnify any person who is or was an employee or agent (other than a present or former member, manager or officer) of the company, and each person who is not or was not an employee or agent of the company but who is or was serving at the company’s request as a director, manager, officer, trustee, employee, agent, or similar functionary of another foreign or domestic enterprise.

RTTA, LP

RTTA, LP is a Texas limited partnership.

Chapter 8 of the TBOC authorizes a Texas limited partnership to indemnify a governing person, former governing person or delegate who was, is, or is threatened to be made a named defendant or respondent in a proceeding, including any threatened, pending or completed action or other proceeding, whether civil, criminal, administrative, arbitrative, or investigative, or an appeal of such action or proceeding, or an inquiry or investigation that could lead to such an action or proceeding. The TBOC provides that, unless a court of competent jurisdiction determines that the person is entitled to indemnification, indemnification is permitted only if it is determined that such person (a) acted in good faith; (b) reasonably believed (i) in the case of conduct in his

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official capacity, that the person’s conduct was in the enterprise’s best interests; and (ii) in any other cases, that the person’s conduct was not opposed to the enterprise’s best interests; and (c) in the case of any criminal proceeding, did not a reasonable cause to believe the person’s conduct was unlawful. To the extent consistent with other law, the TBOC authorizes a Texas limited partnership to indemnify and advance expenses to a person who is not a governing person, including an officer, employee, or agent, as provided by: (1) the enterprise’s governing documents; (2) general or specific action of the enterprise’s governing authority; (3) resolution of the enterprise’s owners or members; (4) contract; or (5) common law. The partnership agreement of a limited partnership may restrict the circumstances under which the enterprise must or may indemnify a person under Chapter 8 of the TBOC.

Article 5.11 of RTTA, LP’s agreement of limited partnership provides for indemnification of each general partner and its affiliates and their respective officers, directors, partners, employees and agents, specifically including the indemnified person’s sole, partial or concurrent negligence.

The Registration Rights Agreement filed as Exhibit 1 to this Registration Statement provides for indemnification of directors and officers of Ruby Tuesday, Inc. and the guarantors by each holder of the notes and each participating broker-dealer against certain liabilities.

Item 21. Exhibits and Financial Statement Schedules

Exhibit No.	Document
1.1	Registration Rights Agreement dated as of May 14, 2012 among Ruby Tuesday, Inc., the guarantors named therein and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the initial purchasers (incorporated by reference from Exhibit 10.2 to Form 8-K filed on May 16, 2012 (File No. 1-12454))
3.1	Articles of Incorporation, as amended, of Ruby Tuesday, Inc. (incorporated by reference from Exhibit 3.1 to Form 8-B filed on March 15, 1996 (File No. 1-12454))
3.2	Bylaws, as amended and restated, of Ruby Tuesday, Inc. (incorporated by reference from Exhibit 3.1 to Form 8-K filed on October 8, 2009 (File No. 1-12454))
3.3	Articles of Incorporation of RTBD, Inc. *
3.4	Bylaws of RTBD, Inc. *
3.5	Articles of Incorporation of RT Finance, Inc. *
3.6	Bylaws of RT Finance, Inc. *
3.7	Articles of Incorporation of Ruby Tuesday GC Cards, Inc. *
3.8	Bylaws of Ruby Tuesday GC Cards, Inc. *
3.9	Certificate of Formation of RT Tampa Franchise, LP *
3.10	Certificate of Formation of RT Orlando Franchise, LP *
3.11	Certificate of Formation of RT South Florida Franchise, LP *
3.12	Certificate of Formation of RT New York Franchise, LLC *
3.13	Certificate of Formation of RT Southwest Franchise, LLC *
3.14	Participation and Operating Agreement of RT Southwest Franchise, LLC *
3.15	Certificate of Formation of RT Michiana Franchise, LLC *

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Exhibit No.	Document
3.16	Certificate of Formation of RT Franchise Acquisition, LLC *
3.17	Operating Agreement of RT Franchise Acquisition, LLC *
3.18	Certificate of Formation of RT Kentucky Restaurant Holdings, LLC *
3.19	Operating Agreement of RT Kentucky Restaurant Holdings, LLC *
3.20	Certificate of Formation of RT Florida Equity, LLC *
3.21	Operating Agreement of RT Florida Equity, LLC *
3.22	Certificate of Formation of RTGC, LLC *
3.23	Operating Agreement of RTGC, LLC *
3.24	Certificate of Formation of RT Detroit Franchise, LLC *
3.25	Certificate of Formation of RT Michigan Franchise, LLC *
3.26	Certificate of Formation of RT West Palm Beach Franchise, LP *
3.27	Certificate of Formation of RT New England Franchise, LLC *
3.28	Certificate of Formation of RT Long Island Franchise, LLC *
3.29	Certificate of Formation of Ruby Tuesday, LLC *
3.30	Operating Agreement of Ruby Tuesday, LLC *
3.31	Certificate of Formation of RT Indianapolis Franchise, LLC *
3.32	Certificate of Formation of RT Denver Franchise, LP *
3.33	Certificate of Formation of RT Omaha Franchise, LLC *
3.34	Certificate of Formation of RT KCMO Franchise, LLC *
3.35	Certificate of Formation of RT Portland Franchise, LLC *
3.36	Certificate of Formation of RT St. Louis Franchise, LLC *
3.37	Certificate of Formation of RT Western Missouri Franchise, LLC *
3.38	Certificate of Formation of RT Minneapolis Franchise, LLC *
3.39	Certificate of Formation of RT Las Vegas Franchise, LLC *
3.40	Articles of Incorporation of 4721 RT of Pennsylvania, Inc. *
3.41	Bylaws of 4721 RT of Pennsylvania, Inc. *
3.42	Articles of Incorporation of RTT Texas, Inc. *
3.43	Bylaws of RTT Texas, Inc. *
3.44	Certificate of Formation of RTTT, LLC *
3.45	Company Agreement of RTTT, LLC *
3.46	Articles of Incorporation of RT Arkansas Club, Inc. *
3.47	Bylaws of RT Arkansas Club, Inc. *
3.48	Articles of Incorporation of RT Jonesboro Club *

II-11

Exhibit No.	Document
3.49	Bylaws of RT Jonesboro Club *
3.50	Articles of Incorporation of Ruby Tuesday of Conway, Inc. *
3.51	Bylaws of Ruby Tuesday of Conway, Inc. *
3.52	Articles of Incorporation of Ruby Tuesday of Russellville, Inc. *
3.53	Bylaws of Ruby Tuesday of Russellville, Inc. *
3.54	Articles of Incorporation of Ruby Tuesday of Bryant, Inc. *
3.55	Bylaws of Ruby Tuesday of Bryant, Inc. *
3.56	Articles of Incorporation of RT KCMO Kansas, Inc. *
3.57	Bylaws of RT KCMO Kansas, Inc. *
3.58	Certificate of Formation of RT Louisville Franchise, LLC *
3.59	Participation and Operating Agreement of RT Louisville Franchise, LLC *
3.60	Certificate of Formation of RT McGhee Tyson, LLC *
3.61	Participation and Operating Agreement of RT McGhee Tyson, LLC *
3.62	Articles of Incorporation of RT One Percent Holdings, Inc. *
3.63	Bylaws of RT One Percent Holdings, Inc. *
3.64	Certificate of Formation of RT One Percent Holdings, LLC *
3.65	Operating Agreement of RT One Percent Holdings, LLC *
3.66	Articles of Incorporation of Quality Outdoor Services, Inc. *
3.67	Bylaws of Quality Outdoor Services, Inc. *
3.68	Articles of Incorporation of RT Airport, Inc. *
3.69	Bylaws of RT Airport, Inc. *
3.70	Certificate of Formation of RT O’Toole, LLC *
3.71	Operating Agreement of RT O’Toole, LLC *
3.72	Certificate of Formation of RT Smith, LLC *
3.73	Operating Agreement of RT Smith, LLC *
3.74	Certificate of Formation of RT Millington, LLC *
3.75	Operating Agreement of RT Millington, LLC *
3.76	Certificate of Formation of Wok Hay 2, LLC *
3.77	Participation and Operating Agreement of Wok Hay 2, LLC *
3.78	Certificate of Formation of RT Distributing, LLC *
3.79	Operating Agreement of RT Distributing, LLC *
3.80	Certificate of Formation of RT Northern California Franchise, LLC *
3.81	Participation and Operating Agreement of RT Northern California Franchise, LLC *

II-12

Exhibit No.	Document
3.82	Certificate of Formation of RTTA, LP *
3.83	Agreement of Limited Partnership of RTTA, LP *
3.84	Certificate of Formation of RT Restaurant Services, LLC *
3.85	Operating Agreement of RT Restaurant Services, LLC *
3.86	Certificate of Formation of RT New Hampshire Restaurant Holdings, LLC *
3.87	Operating Agreement of RT New Hampshire Restaurant Holdings, LLC *
3.88	Certificate of Formation of RT Minneapolis Holdings, LLC *
3.89	Operating Agreement of RT Minneapolis Holdings, LLC *
3.90	Certificate of Formation of RT Omaha Holdings, LLC *
3.91	Operating Agreement of RT Omaha Holdings, LLC *
3.92	Articles of Incorporation of RT Denver, Inc. *
3.93	Bylaws of RT Denver, Inc. *
3.94	Articles of Incorporation of RT Louisville, Inc. *
3.95	Bylaws of RT Louisville, Inc. *
3.96	Articles of Incorporation of RT Orlando, Inc. *
3.97	Bylaws of RT Orlando, Inc. *
3.98	Articles of Incorporation of RT South Florida, Inc. *
3.99	Bylaws of RT South Florida, Inc. *
3.100	Articles of Incorporation of RT Tampa, Inc *
3.101	Bylaws of RT Tampa, Inc. *
3.102	Articles of Incorporation of RT West Palm Beach, Inc. *
3.103	Bylaws of RT West Palm Beach, Inc. *
4.1	Indenture, dated as of May 14, 2012 among Ruby Tuesday, Inc., the guarantors named therein and the Trustee ((incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Current Report on Form 8-K dated May 14, 2012 (File No. 1-12454)).
5.1	Opinion of Davis Polk & Wardwell LLP with respect to the new Notes *
5.2	Opinion of Hunton & Williams LLP with respect to the Georgia guarantors *
5.3	Opinion of Hunton & Williams LLP with respect to the Texas guarantors *
5.4	Opinion of Bryan Cave LLP with respect to the Colorado guarantors *
5.5	Opinion of Bryan Cave LLP with respect to the Kansas guarantors *
5.6	Opinion of Scarlett May with respect to the Tennessee guarantors *
5.7	Opinion of Saul Ewing LLP with respect to the Pennsylvania guarantor *
5.8	Opinion of Stinson Morrison Hecker LLP with respect to the Arkansas guarantors *
10.1	Ruby Tuesday, Inc. Executive Supplemental Pension Plan, amended and restated as of January 1, 2007. (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 5, 2007 (File No. 1-12454)).

II-13

Exhibit No.	Document
10.2	First Amendment, dated as of April 2, 2008, to the Ruby Tuesday, Inc. Executive Supplemental Pension Plan (Amended and Restated as of January 1, 2007) (incorporated by reference from Exhibit 10.6 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended March 4, 2008 (File No. 1-12454)).
10.3	Second Amendment, dated as of December 31, 2008, to the Ruby Tuesday, Inc. Executive Supplemental Pension Plan (Amended and Restated as of January 1, 2007) (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 2, 2008 (File No. 1-12454)).
10.4	Third Amendment, dated as of January 6, 2010, to the Ruby Tuesday, Inc. Executive Supplemental Pension Plan (Amended and Restated as of January 1, 2007) (incorporated by reference from Exhibit 10.3 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 1, 2009 (File No. 1-12454)).
10.5	Ruby Tuesday, Inc. Stock Incentive and Deferred Compensation Plan for Directors (Amended and Restated as of October 8, 2008) (incorporated by reference from Exhibit 10.5 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended May 31, 2011 (File No. 1-12454)).
10.6	First Amendment, dated as of July 21, 2011, to the Ruby Tuesday, Inc. Stock Incentive and Deferred Compensation Plan for Directors (Amended and Restated as of October 8, 2008) (incorporated by reference from Exhibit 10.6 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended May 31, 2011 (File No. 1-12454)).
10.7	Second Amendment, dated as of January 5, 2012, to the Ruby Tuesday, Inc. Stock Incentive and Deferred Compensation Plan for Directors (Amended and Restated as of October 8, 2008) (incorporated by reference from Exhibit 10.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 29, 2011 (File No. 1-12454)).
10.8	Form of Restricted Stock Award (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 29, 2011 (File No. 1-12454)).
10.9	Ruby Tuesday, Inc. 2003 Stock Incentive Plan (formerly the 1996 Non-Executive Stock Incentive Plan (formerly the Morrison Restaurants Inc. 1993 Non-Executive Stock Incentive Plan)) (incorporated by reference from Exhibit 10(h) to the Morrison Restaurants Inc. Annual Report on Form 10-K for the fiscal year ended June 5, 1993 (File No. 0-1750) and by reference from Exhibit 10.10 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 1, 2004 (File No. 1-12454)).
10.10	First Amendment, dated as of July 6, 2005, to the 2003 Stock Incentive Plan (incorporated by reference from Exhibit 10.14 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 6, 2006 (File No. 1-12454)).
10.11	Second Amendment, dated as of July 11, 2006, to the 2003 Stock Incentive Plan (incorporated by reference from Exhibit 10.3 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 5, 2006 (File No. 1-12454)).
10.12	Third Amendment, dated as of July 20, 2011, to the 2003 Stock Incentive Plan (incorporated by reference from Exhibit 10.3 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 29, 2011 (File No. 1-12454)).
10.13	Fourth Amendment, dated as of January 5, 2012, to the 2003 Stock Incentive Plan (incorporated by reference from Exhibit 10.4 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 29, 2011 (File No. 1-12454)).
10.14	Non-Qualified Stock Option Award (Beall) (incorporated by reference from Exhibit 10.3 to Form 8-K filed on April 17, 2007 (File No. 1-12454)).

II-14

Exhibit No.	Document
10.15	First Amendment to the Ruby Tuesday, Inc. Non-Qualified Stock Option Award (incorporated by reference from Exhibit 10.4 to Form 8-K filed on April 17, 2007 (File No. 1-12454)).
10.16	Form of Non-Qualified Stock Option Award (incorporated by reference from Exhibit 10.1 to Form 8-K filed on July 27, 2010 (File No. 1-12454)).
10.17	Form of Service Stock Award (incorporated by reference from Exhibit 10.2 to Form 8-K filed on July 27, 2010 (File No. 1-12454)).
10.18	Form of Service-Based Restricted Stock Award (incorporated by reference from Exhibit 10.1 to Form 8-K filed on August 29, 2011 (File No. 1-12454)).
10.19	Form of Performance-Based Restricted Stock Award (incorporated by reference from Exhibit 10.2 to Form 8-K filed on August 29, 2011 (File No. 1-12454)).
10.20	Form of Performance Unit Award (incorporated by reference from Exhibit 10.3 to Form 8-K filed on August 29, 2011 (File No. 1-12454)).
10.21	Form of Letter of Amendment (incorporated by reference from Exhibit 10.4 to Form 8-K filed on August 29, 2011 (File No. 1-12454)).
10.22	Form of Service-Based Restricted Stock Award (incorporated by reference from Exhibit 10.1 to Form 8-K filed on April 10, 2012 (File No. 1-12454)).
10.23	Ruby Tuesday, Inc. 2006 Executive Incentive Compensation Plan (incorporated by reference from Exhibit 10.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 5, 2006 (File No. 1-12454)).
10.24	Morrison Restaurants Inc. Deferred Compensation Plan, as restated effective January 1, 1994, together with amended and restated Trust Agreement, dated as of December 1, 1992, to Deferred Compensation Plan (incorporated by reference from Exhibit 10(i) to the Morrison Restaurants Inc. Annual Report on Form 10-K for the fiscal year ended June 5, 1993 (File No. 0-1750)).
10.25	Morrison Restaurants Inc. Management Retirement Plan together with First Amendment, dated as of June 30, 1994 and Second Amendment, dated as of July 31, 1995 (incorporated by reference from Exhibit 10(n) to the Morrison Restaurants Inc. Annual Report on Form 10-K for the fiscal year ended June 3, 1995 (File No. 1-12454)).
10.26	Form of Third Amendment to Management Retirement Plan (incorporated by reference from Exhibit 10.32 to Form 8-B filed on March 15, 1996 (File No. 1-12454)).
10.27	Form of Fourth Amendment to Management Retirement Plan (incorporated by reference from Exhibit 10.14 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 3, 2003 (File No. 1-12454)).
10.28	Form of Fifth Amendment to Management Retirement Plan (incorporated by reference from Exhibit 10.15 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 3, 2003 (File No. 1-12454)).
10.29	Sixth Amendment, dated as of April 9, 2001, to the Ruby Tuesday, Inc. Management Retirement Plan (incorporated by reference from Exhibit 10.41 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 5, 2001 (File No. 1-12454)).
10.30	Seventh Amendment (dated as of October 5, 2004) to the Ruby Tuesday, Inc. Management Retirement Plan (incorporated by reference from Exhibit 99.5 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 30, 2004 (File No. 1-12454)).
10.31	Morrison Retirement Plan, amended and restated as of October 7, 2009 (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 1, 2009 (File No. 1-12454)).

II-15

Exhibit No.	Document
10.32	Executive Group Life and Executive Accidental Death and Dismemberment Plan (incorporated by reference from Exhibit 10(q) to the Morrison Restaurants Inc. Annual Report on Form 10-K for the fiscal year ended June 3, 1989 (File No. 0-1750)).
10.33	Morrison Restaurants Inc. Executive Life Insurance Plan (incorporated by reference from Exhibit 10(a)(a) to the Morrison Restaurants Inc. Annual Report on Form 10-K for the fiscal year ended June 4, 1994 (File No. 1-12454)).
10.34	Form of First Amendment to the Morrison Restaurants Inc. Executive Life Insurance Plan (incorporated by reference from Exhibit 10.25 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 3, 2003 (File No. 1-12454)).
10.35	Second Amendment (dated as of January 1, 2004) to the Ruby Tuesday Inc. Executive Life Insurance Plan (formerly the Morrison Restaurants Inc. Executive Life Insurance Plan) (incorporated by reference from Exhibit 99.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 30, 2004 (File No. 1-12454)).
10.36	Ruby Tuesday Inc. Executive Life Insurance Premium Plan dated as of January 1, 2004 (incorporated by reference from Exhibit 99.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 30, 2004 (File No. 1-12454)).
10.37	Ruby Tuesday, Inc. 1996 Stock Incentive Plan, restated as of September 30, 1999 (incorporated by reference from Exhibit 99.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended September 3, 2000 (File No. 1-12454)).
10.38	First Amendment, dated as of July 10, 2000, to the restated Ruby Tuesday, Inc. 1996 Stock Incentive Plan (incorporated by reference from Exhibit 99.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended September 3, 2000 (File No. 1-12454)).
10.39	Ruby Tuesday, Inc. Salary Deferral Plan, amended and restated as of October 7, 2009 (incorporated by reference from Exhibit 10.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 1, 2009 (File No. 1-12454)).
10.40	First Amendment, dated as of April 6, 2011, to the Ruby Tuesday, Inc. Salary Deferral Plan (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended March 1, 2011 (File No. 1-12454)).
10.41	Ruby Tuesday, Inc. Deferred Compensation Plan Trust Agreement restated as of June 1, 2001 (incorporated by reference from Exhibit 10.44 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 5, 2001 (File No. 1-12454)).
10.42	First Amendment, dated as of June 10, 2002, to the Ruby Tuesday, Inc. Deferred Compensation Plan Trust Agreement (incorporated by reference from Exhibit 10.58 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 4, 2002 (File No. 1-12454)).
10.43	Ruby Tuesday, Inc. Restated Deferred Compensation Plan, dated as of November 26, 2002 (incorporated by reference from Exhibit 99.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 3, 2002 (File No. 1-12454)).
10.44	Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.1 to Form 8-K filed on January 18, 2005 (File No. 1-12454)).
10.45	First Amendment, dated as of December 14, 2006, to the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.6 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 5, 2006 (File No. 1-12454)).
10.46	Second Amendment, dated as of July 11, 2007, to the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.40 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 5, 2007 (File No. 1-12454)).

II-16

Exhibit No.	Document
10.47	Third Amendment, dated as of December 30, 2008, to the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.3 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 2, 2008 (File No. 1-12454)).
10.48	Fourth Amendment, dated as of December 31, 2008, to the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.4 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 2, 2008 (File No. 1-12454)).
10.49	Fifth Amendment, dated as April 6, 2011, to the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended March 1, 2011 (File No. 1-12454)).
10.50	Description of Cash Bonus Plan (incorporated by reference to Form 8-K filed on July 14, 2006 (File No. 1-12454)).
10.51	Distribution Agreement, dated as of March 2, 1996, by and among Morrison Restaurants Inc., Morrison Fresh Cooking, Inc. and Morrison Health Care, Inc. (incorporated by reference from Exhibit 10.23 to Form 8-B filed on March 15, 1996 (File No. 1-12454)).
10.52	Amended and Restated Tax Allocation and Indemnification Agreement, dated as of March 2, 1996, by and among Morrison Restaurants Inc., Custom Management Corporation of Pennsylvania, Custom Management Corporation, John C. Metz & Associates, Inc., Morrison International, Inc., Morrison Custom Management Corporation of Pennsylvania, Morrison Fresh Cooking, Inc., Ruby Tuesday, Inc., a Delaware corporation, Ruby Tuesday (Georgia), Inc., a Georgia corporation, Tias, Inc. and Morrison Health Care, Inc. (incorporated by reference from Exhibit 10.24 to Form 8-B filed on March 15, 1996 (File No. 1-12454)).
10.53	Agreement Respecting Employee Benefit Matters, dated as of March 2, 1996, by and among Morrison Restaurants Inc., Morrison Fresh Cooking, Inc. and Morrison Health Care, Inc. (incorporated by reference from Exhibit 10.25 to Form 8-B filed on March 15, 1996 (File No. 1-12454)).
10.54	Trust Agreement (dated as of July 23, 2004) between Ruby Tuesday Inc. and U.S. Trust Company, N.A. (incorporated by reference from Exhibit 99.3 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 30, 2004 (File No. 1-12454)).
10.55	Master Distribution Agreement, dated as of December 8, 2006 and effective as of November 15, 2006, by and between Ruby Tuesday, Inc. and PFG Customized Distribution (portions of which have been redacted pursuant to a confidential treatment request filed with the SEC) (incorporated by reference from Exhibit 10.4 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 5, 2006 (File No. 1-12454)).
10.56	Revolving Credit Agreement, dated as of December 1, 2010, by and among Ruby Tuesday, Inc., the Lenders party hereto, Bank of America, N.A., as Administrative Agent, Issuing Bank, Servicer and Swingline Lender, and Regions Bank, as Syndication Agent (incorporated by reference from Exhibit 10.1 to Form 8-K filed on December 7, 2010 (File No. 1-12454)).
10.57	First Amendment to Revolving Credit Agreement, dated as of July 19, 2011, 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 (incorporated by reference from Exhibit 10.1 to Form 8-K filed on July 21, 2011 (File No. 1-12454)).
10.58	Second Amendment to Revolving Credit Agreement and Waiver, dated as of May 14, 2012, by and among Ruby Tuesday, Inc., the Lenders party hereto, and Bank of America, N.A., as Administrative Agent for the Lenders (incorporated by reference from Exhibit 10.3 to Form 8-K filed on May 17, 2012 (File No. 1-12454)).

II-17

Exhibit No.	Document
10.59	Lender Commitment Agreement dated as of July 19, 2011 among Ruby Tuesday, Inc., the Guarantors, Bank of America, N.A., as Administrative Agent and Wells Fargo Bank, National Association (incorporated by reference from Exhibit 10.2 to Form 8-K filed on July 21, 2011 (File No. 1-12454)).
10.60	Lender Commitment Agreement dated as of July 19, 2011 among Ruby Tuesday, Inc., the Guarantors, Bank of America, N.A., as Administrative Agent and PNC Bank, National Association (incorporated by reference from Exhibit 10.3 to Form 8-K filed on July 21, 2011 (File No. 1-12454)).
10.61	Lender Commitment Agreement dated as of July 19, 2011 among Ruby Tuesday, Inc., the Guarantors, Bank of America, N.A., as Administrative Agent and Fifth Third Bank (incorporated by reference from Exhibit 10.3 to Form 8-K filed on July 21, 2011 (File No. 1-12454)).
10.62	Lender Commitment Agreement dated as of July 19, 2011 among Ruby Tuesday, Inc., the Guarantors, Bank of America, N.A., as Administrative Agent and US Bank National Association (incorporated by reference from Exhibit 10.3 to Form 8-K filed on July 21, 2011 (File No. 1-12454)).
10.63	Amended and Restated Note Purchase Agreement, dated as of May 21, 2008, by and among Ruby Tuesday, Inc. and the institutional investors thereto (incorporated by reference from Exhibit 10.3 to Form 8-K filed on May 22, 2008 (File No. 1-12454)).
10.64	First Amendment, dated as of December 1, 2010, to the Amended and Restated Note Purchase Agreement, by and among Ruby Tuesday, Inc. and the institutional investors thereto (incorporated by reference from Exhibit 10.2 to Form 8-K filed on December 7, 2010 (file No. 1-12454)).
10.65	Purchase Agreement, dated as of May 7, 2012 (incorporated by reference from Exhibit 10.1 to Form 8-K filed on May 9, 2012 (File No. 1-12454)).
10.66	Indenture, dated as of May 14, 2012, by and among Ruby Tuesday, Inc., the Guarantors party hereto, and Wells Fargo, National Association, as Trustee (incorporated by reference from Exhibit 10.1 to Form 8-K filed on May 17, 2012 (File No. 1-12454)).
10.67	Registration Rights Agreement, dated as of May 14, 2012 (incorporated by reference from Exhibit 10.2 to Form 8-K filed on May 17, 2012 (File No. 1-12454)).
10.68	Pledge Agreement, dated as of May 14, 2012 (incorporated by reference from Exhibit 10.4 to Form 8-K filed on May 17, 2012 (File No. 1-12454)).
10.69	Indenture, dated December 31, 2007, to the Ruby Tuesday, Inc. Cafeteria Plan (incorporated by reference from Exhibit 10.4 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended March 4, 2008 (File No. 1-12454)).
10.70	Second Amendment, dated as of December 15, 2010, to the Ruby Tuesday, Inc. Cafeteria Plan (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 30, 2010 (File No, 1-12454)).
10.71	Indenture, dated December 31, 2007, to the Ruby Tuesday, Inc. Health Savings Account Plan (incorporated by reference from Exhibit 10.5 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended March 4, 2008 (File No. 1-12454)).
10.72	First Amendment, dated as of December 15, 2010, to the Ruby Tuesday, Inc. Health Savings Account Plan (incorporated by reference from Exhibit 10.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 30, 2010 (File No, 1-12454)).
10.73	Form of Indemnification Agreement, dated April 7, 2010 (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended March 2, 2010 (File No. 1-12454)).

II-18

Exhibit No.	Document
10.74	Agreement, dated June 30, 2011, by and among Ruby Tuesday, Inc., and Steven R. Becker, Matthew A. Drapkin, Becker Drapkin Partners (QP), L.P., Becker Drapkin Partners, L.P., BD Partners III, L.P., Becker Drapkin Management, L.P., and BC Advisors, LLC (incorporated by reference from Exhibit 10.1 to Form 8-K filed on July 1, 2011 (File No. 1-12454)).
10.75	Agreement, dated June 30, 2011, by and among Ruby Tuesday, Inc., and Double Black Diamond Offshore Ltd., Black Diamond Offshore Ltd., Carlson Capital, L.P., Asgard Investment Corp., and Clint D. Carlson (incorporated by reference from Exhibit 10.2 to Form 8-K filed on July 1, 2011 (File No. 1-12454)).
10.76	Ruby Tuesday, Inc. Severance Pay Plan, amended and restated as of January 5, 2011 (incorporated by reference from Exhibit 10.3 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 30, 2010 (File No. 1-12454)).
10.77	First Amendment, dated as of August 23, 2011, to the Ruby Tuesday, Inc. Severance Pay Plan (incorporated by reference from Exhibit 10.5 to Form 8-K filed on August 29, 2011 (File No. 1-12454)).
10.78	Separation Agreement, dated as of April 30, 2012, by and between Ruby Tuesday, Inc. and Michael O. Moore (incorporated by reference from Exhibit 10.1 to Form 8-K filed on April 26, 2012 (File No. 1-12454)).
10.79	Transition Agreement, dated as of June 6, 2012, by and between Ruby Tuesday, Inc. and Samuel E. Beall, III .( incorporated by reference from Exhibit 10.79 to the Ruby Tuesday Annual Report on Form 10-K filed on August 6, 2012 (File No. 1-12454)).
10.80	Ruby Tuesday, Inc. Executive Compensation Clawback Policy, dated as of July 22, 2010 (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended August 31, 2011 (File No, 1-12454)).
10.81	Ruby Tuesday, Inc. 2010 Executive Incentive Compensation Plan (incorporated by reference from Exhibit 10.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended August 31, 2011 (File No, 1-12454)).
10.82	Employment Agreement dated as of November 16, 2012, by and between Ruby Tuesday, Inc. and James J. Buettgen (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 4, 2012 (File No, 1-12454)).
10.83	Second Amendment, dated as of January 9, 2013, to the Ruby Tuesday, Inc. Severance Pay Plan (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 4, 2012 (File No, 1-12454)).
10.84	Indenture, dated as of January 9, 2013, to the Ruby Tuesday, Inc. Cafeteria Plan (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 4, 2012 (File No, 1-12454)).
10.85	Fourth Amendment, dated as of November 30, 2012, to the Ruby Tuesday, Inc. Executive Supplemental Pension Plan (Amended and Restated as of January 1, 2007) (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 4, 2012 (File No, 1-12454)).
10.86	Sixth Amendment, dated as of October 31, 2012, to the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 4, 2012 (File No, 1-12454)).
10.87	First Amendment, dated as of November 30, 2012, to the Ruby Tuesday, Inc. Executive Life Insurance Premium Plan (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 4, 2012 (File No, 1-12454)).

II-19

Exhibit No.	Document
12.1	Computation of Ratio of Earnings to Fixed Charges *
21.1	Subsidiaries of Ruby Tuesday, Inc. ( incorporated by reference from Exhibit 21.1 to the Ruby Tuesday Annual Report on Form 10-K filed on August 6, 2012 (File No. 1-12454)
23.1	Consent of Davis Polk & Wardwell LLP (contained in their opinion filed as Exhibit 5.1).
23.2	Consent of KPMG LLP *
24.1	Power of Attorney (included on signature page)
25.1	Statement of Eligibility of Wells Fargo Bank, National Association, as Trustee, on Form T-1. *
99.1	Form of Letter of Transmittal *
99.2	Form of Letter to Clients *
99.3	Form of Letter to Nominees *
99.4	Form of Instructions to Registered Holder and/or Book-Entry Transfer Participant from Owner *

* Filed herewith

Item 22. Undertakings

(a) The undersigned hereby undertakes:

(1) To file during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report

II-20

pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by one of our directors, officers or controlling persons in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d) The undersigned hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(e) The undersigned hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

RUBY TUESDAY, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Senior Vice President—Chief Legal Officer and Secretary

II-22

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President and Chief Executive Officer (Principal Executive Officer)	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	February 7, 2013
/s/ Franklin E. Southall, Jr. Franklin E. Southall, Jr.	Vice President—Corporate Controller (Principal Accounting Officer)	February 7, 2013
/s/ Matthew A. Drapkin Matthew A. Drapkin	Chairman of the Board	February 7, 2013
/s/ Bernard Lanigan, Jr. Bernard Lanigan, Jr.	Director	February 7, 2013
/s/ Stephen I. Sadove Stephen I. Sadove	Director	February 7, 2013
/s/ Kevin T. Clayton Kevin T. Clayton	Director	February 7, 2013
/s/ F. Lane Cardwell, Jr. F. Lane Cardwell, Jr.	Director	February 7, 2013
/s/ Jeffrey J. O’Neill Jeffrey J. O’Neill	Director	February 7, 2013

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

QUALITY OUTDOOR SERVICES, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 7, 2013
/s/ James J. Buettgen James J. Buettgen	Director	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Director	February 7, 2013
/s/ Scarlett May Scarlett May	Director	February 7, 2013

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

RT AIRPORT, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 7, 2013
/s/ James J. Buettgen James J. Buettgen	Director	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Director	February 7, 2013
/s/ Scarlett May Scarlett May	Director	February 7, 2013

II-25

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

RT DISTRIBUTING, LLC

RTGC, LLC

RUBY TUESDAY, LLC

RT ONE PERCENT HOLDINGS, LLC

RT FLORIDA EQUITY, LLC

RT RESTAURANT SERVICES, LLC

RT NEW YORK FRANCHISE, LLC

RT LONG ISLAND FRANCHISE, LLC

RT NEW ENGLAND FRANCHISE, LLC
WOK HAY 2, LLC

By: RUBY TUESDAY, INC., its sole member

By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Senior Vice President—Chief Legal Officer and Secretary

RT DENVER FRANCHISE, L.P.

By: RUBY TUESDAY, INC., its general partner

By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Senior Vice President—Chief Legal Officer and Secretary

II-26

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

RTBD, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

RT KENTUCKY RESTAURANT

HOLDINGS, LLC

RT NEW HAMPSHIRE RESTAURANT HOLDINGS, LLC

RT MINNEAPOLIS HOLDINGS, LLC

RT OMAHA HOLDINGS, LLC

RT FRANCHISE ACQUISITION, LLC

By: RTBD, INC., its sole member

By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

RTTA, LP

By: RTBD, INC., its general partner

By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

RT DETROIT FRANCHISE, LLC

RT MICHIGAN FRANCHISE, LLC

RTTT, LLC

By: RT FRANCHISE ACQUISITION, LLC, its sole member

By: RTBD, INC., its sole member

By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

II-27

RT O’TOOLE, LLC

By:   RT MICHIGAN FRANCHISE, LLC,

its sole member

By:   RT FRANCHISE ACQUISITION, LLC, its sole member

By: RTBD, INC., its sole member

By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

RT MILLINGTON, LLC

By:   RT DETROIT FRANCHISE, LLC,

its sole member

By:   RT FRANCHISE ACQUISITION, LLC, its sole member

By:   RTBD, INC., its sole member

By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President

II-28

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ Michael O. Moore Michael O. Moore	President (Principal Executive Officer. Principal Financial Officer, and Principal Accounting Officer)	February 7, 2013
/s/ James J. Buettgen James J. Buettgen	Vice President	February 7, 2013
/s/ David Schmidt David Schmidt	Director	February 7, 2013
/s/ Angie Pruitt Angie Pruitt	Director	February 7, 2013
/s/ Andrew Panaccione Andrew Panaccione	Director	February 7, 2013

II-29

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

RT FINANCE, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 7, 2013
/s/ James J. Buettgen James J. Buettgen	Director	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Director	February 7, 2013
/s/ Scarlett May Scarlett May	Director	February 7, 2013

II-30

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

RUBY TUESDAY GC CARDS, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 7, 2013
/s/ James J. Buettgen James J. Buettgen	Director	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Director	February 7, 2013
/s/ Scarlett May Scarlett May	Director	February 7, 2013

II-31

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

RT LOUISVILLE, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 7, 2013
/s/ James J. Buettgen James J. Buettgen	Director	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Director	February 7, 2013
/s/ Scarlett May Scarlett May	Director	February 7, 2013

II-32

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

RT ORLANDO, INC.
By:	/s/ Scarlett May
	Name:     Scarlett May
	Title:       Vice President and Secretary

RT ORLANDO FRANCHISE, L.P.
By:	RT ORLANDO, INC., its general partner
By:	/s/ Scarlett May
	Name:     Scarlett May
	Title:       Vice President and Secretary

II-33

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 7, 2013
/s/ James J. Buettgen James J. Buettgen	Director	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Director	February 7, 2013
/s/ Scarlett May Scarlett May	Director	February 7, 2013

II-34

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

RT SOUTH FLORIDA, INC.
By:	/s/ Scarlett May
	Name:     Scarlett May
	Title:       Vice President and Secretary

RT SOUTH FLORIDA FRANCHISE, L.P.
By:	RT SOUTH FLORIDA, INC., its general partner
By:	/s/ Scarlett May
	Name:     Scarlett May
	Title:       Vice President and Secretary

II-35

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 7, 2013
/s/ James J. Buettgen James J. Buettgen	Director	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Director	February 7, 2013
/s/ Scarlett May Scarlett May	Director	February 7, 2013

II-36

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

RT TAMPA, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

RT TAMPA FRANCHISE, L.P.
By:	RT TAMPA, INC., its general partner
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

II-37

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 7, 2013
/s/ James J. Buettgen James J. Buettgen	Director	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Director	February 7, 2013
/s/ Scarlett May Scarlett May	Director	February 7, 2013

II-38

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

RT WEST PALM BEACH, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

RT WEST PALM BEACH FRANCHISE, L.P.
By:	RT WEST PALM BEACH, INC., its general partner
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

II-39

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 7, 2013
/s/ James J. Buettgen James J. Buettgen	Director	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Director	February 7, 2013
/s/ Scarlett May Scarlett May	Director	February 7, 2013

II-40

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

RT DENVER, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 7, 2013
/s/ James J. Buettgen James J. Buettgen	Director	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Director	February 7, 2013
/s/ Scarlett May Scarlett May	Director	February 7, 2013

II-41

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

RT ONE PERCENT HOLDINGS, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 7, 2013
/s/ James J. Buettgen James J. Buettgen	Director	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Director	February 7, 2013
/s/ Scarlett May Scarlett May	Director	February 7, 2013

II-42

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

4721 RT OF PENNSYLVANIA, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 7, 2013
/s/ James J. Buettgen James J. Buettgen	Director	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Director	February 7, 2013
/s/ Scarlett May Scarlett May	Director	February 7, 2013

II-43

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

RTT TEXAS, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Secretary and Treasurer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ Michael O. Moore Michael O. Moore	President (Principal Executive Officer)	February 7, 2013
/s/ Scarlett May Scarlett May	Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Director	February 7, 2013
/s/ Scarlett May Scarlett May	Director	February 7, 2013

II-44

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

RT MCGHEE-TYSON, LLC
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 7, 2013
/s/ James J. Buettgen James J. Buettgen	Manager	February 7, 2013

II-45

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

RT LOUISVILLE FRANCHISE, LLC
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 7, 2013
/s/ James J. Buettgen James J. Buettgen	Manager	February 7, 2013

II-46

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

RT SOUTHWEST FRANCHISE, LLC
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 7, 2013
/s/ James J. Buettgen James J. Buettgen	Manager	February 7, 2013

II-47

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

RT NORTHERN CALIFORNIA FRANCHISE, LLC
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 7, 2013
/s/ James J. Buettgen James J. Buettgen	Manager	February 7, 2013

II-48

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

RT MICHIANA FRANCHISE, LLC
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

RT SMITH, LLC
By:   RT MICHIANA FRANCHISE, LLC, its sole member
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

II-49

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 7, 2013

II-50

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

RT INDIANAPOLIS FRANCHISE, LLC
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 7, 2013

II-51

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

RT ST. LOUIS FRANCHISE, LLC
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 7, 2013

II-52

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

RT WESTERN MISSOURI FRANCHISE, LLC
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 7, 2013

II-53

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

RT OMAHA FRANCHISE, LLC
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 7, 2013

II-54

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

RT KCMO FRANCHISE, LLC
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 7, 2013

II-55

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

RT PORTLAND FRANCHISE, LLC
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 7, 2013

II-56

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

RT MINNEAPOLIS FRANCHISE, LLC
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 7, 2013

II-57

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

RT LAS VEGAS FRANCHISE, LLC
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 7, 2013

II-58

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

RT ARKANSAS CLUB, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Secretary and Treasurer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	February 7, 2013
/s/ Scarlett May Scarlett May	Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)	February 7, 2013
/s/ James J. Buettgen James J. Buettgen	Director	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Director	February 7, 2013
/s/ Scarlett May Scarlett May	Director	February 7, 2013

II-59

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

RT JONESBORO CLUB
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Secretary and Treasurer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	February 7, 2013
/s/ Scarlett May Scarlett May	Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)	February 7, 2013
/s/ James J. Buettgen James J. Buettgen	Director	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Director	February 7, 2013
/s/ Scarlett May Scarlett May	Director	February 7, 2013

II-60

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

RUBY TUESDAY OF CONWAY, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Secretary and Treasurer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	February 7, 2013
/s/ Scarlett May Scarlett May	Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)	February 7, 2013
/s/ James J. Buettgen James J. Buettgen	Director	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Director	February 7, 2013
/s/ Scarlett May Scarlett May	Director	February 7, 2013

II-61

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

RUBY TUESDAY OF RUSSELLVILLE, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Secretary and Treasurer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	February 7, 2013
/s/ Scarlett May Scarlett May	Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)	February 7, 2013
/s/ James J. Buettgen James J. Buettgen	Director	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Director	February 7, 2013
/s/ Scarlett May Scarlett May	Director	February 7, 2013

II-62

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

RUBY TUESDAY OF BRYANT, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Secretary and Treasurer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	February 7, 2013
/s/ Scarlett May Scarlett May	Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)	February 7, 2013
/s/ James J. Buettgen James J. Buettgen	Director	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Director	February 7, 2013
/s/ Scarlett May Scarlett May	Director	February 7, 2013

II-63

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maryville, State of Tennessee, on February 7, 2013.

RT KCMO KANSAS, INC.
By:	/s/ Scarlett May
	Name:	Scarlett May
	Title:	Vice President and Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Buettgen, Michael O. Moore and Scarlett May, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/ James J. Buettgen James J. Buettgen	President (Principal Executive Officer)	February 7, 2013
/s/ Michael O. Moore Michael O. Moore	Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)	February 7, 2013
/s/ Scarlett May Scarlett May	Director	February 7, 2013

II-64

EXHIBIT INDEX

Exhibit No.	Document
1.1	Registration Rights Agreement dated as of May 14, 2012 among Ruby Tuesday, Inc., the guarantors named therein and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the initial purchasers (incorporated by reference from Exhibit 10.2 to Form 8-K filed on May 16, 2012 (File No. 1-12454))
3.1	Articles of Incorporation, as amended, of Ruby Tuesday, Inc. (incorporated by reference from Exhibit 3.1 to Form 8-B filed on March 15, 1996 (File No. 1-12454))
3.2	Bylaws, as amended and restated, of Ruby Tuesday, Inc. (incorporated by reference from Exhibit 3.1 to Form 8-K filed on October 8, 2009 (File No. 1-12454))
3.3	Articles of Incorporation of RTBD, Inc.*
3.4	Bylaws of RTBD, Inc. *
3.5	Articles of Incorporation of RT Finance, Inc. *
3.6	Bylaws of RT Finance, Inc. *
3.7	Articles of Incorporation of Ruby Tuesday GC Cards, Inc. *
3.8	Bylaws of Ruby Tuesday GC Cards, Inc. *
3.9	Certificate of Formation of RT Tampa Franchise, LP *
3.10	Certificate of Formation of RT Orlando Franchise, LP *
3.11	Certificate of Formation of RT South Florida Franchise, LP *
3.12	Certificate of Formation of RT New York Franchise, LLC *
3.13	Certificate of Formation of RT Southwest Franchise, LLC *
3.14	Participation and Operating Agreement of RT Southwest Franchise, LLC *
3.15	Certificate of Formation of RT Michiana Franchise, LLC *
3.16	Certificate of Formation of RT Franchise Acquisition, LLC *
3.17	Operating Agreement of RT Franchise Acquisition, LLC *
3.18	Certificate of Formation of RT Kentucky Restaurant Holdings, LLC *
3.19	Operating Agreement of RT Kentucky Restaurant Holdings, LLC *
3.20	Certificate of Formation of RT Florida Equity, LLC *
3.21	Operating Agreement of RT Florida Equity, LLC *
3.22	Certificate of Formation of RTGC, LLC *
3.23	Operating Agreement of RTGC, LLC *
3.24	Certificate of Formation of RT Detroit Franchise, LLC *
3.25	Certificate of Formation of RT Michigan Franchise, LLC *
3.26	Certificate of Formation of RT West Palm Beach Franchise, LP *
3.27	Certificate of Formation of RT New England Franchise, LLC *
3.28	Certificate of Formation of RT Long Island Franchise, LLC *

II-65

Exhibit No.	Document
3.29	Certificate of Formation of Ruby Tuesday, LLC *
3.30	Operating Agreement of Ruby Tuesday, LLC *
3.31	Certificate of Formation of RT Indianapolis Franchise, LLC *
3.32	Certificate of Formation of RT Denver Franchise, LP *
3.33	Certificate of Formation of RT Omaha Franchise, LLC *
3.34	Certificate of Formation of RT KCMO Franchise, LLC *
3.35	Certificate of Formation of RT Portland Franchise, LLC *
3.36	Certificate of Formation of RT St. Louis Franchise, LLC *
3.37	Certificate of Formation of RT Western Missouri Franchise, LLC *
3.38	Certificate of Formation of RT Minneapolis Franchise, LLC *
3.39	Certificate of Formation of RT Las Vegas Franchise, LLC *
3.40	Articles of Incorporation of 4721 RT of Pennsylvania, Inc. *
3.41	Bylaws of 4721 RT of Pennsylvania, Inc. *
3.42	Articles of Incorporation of RTT Texas, Inc. *
3.43	Bylaws of RTT Texas, Inc. *
3.44	Certificate of Formation of RTTT, LLC *
3.45	Company Agreement of RTTT, LLC *
3.46	Articles of Incorporation of RT Arkansas Club, Inc. *
3.47	Bylaws of RT Arkansas Club, Inc. *
3.48	Articles of Incorporation of RT Jonesboro Club *
3.49	Bylaws of RT Jonesboro Club *
3.50	Articles of Incorporation of Ruby Tuesday of Conway, Inc. *
3.51	Bylaws of Ruby Tuesday of Conway, Inc. *
3.52	Articles of Incorporation of Ruby Tuesday of Russellville, Inc. *
3.53	Bylaws of Ruby Tuesday of Russellville, Inc. *
3.54	Articles of Incorporation of Ruby Tuesday of Bryant, Inc. *
3.55	Bylaws of Ruby Tuesday of Bryant, Inc. *
3.56	Articles of Incorporation of RT KCMO Kansas, Inc. *
3.57	Bylaws of RT KCMO Kansas, Inc. *
3.58	Certificate of Formation of RT Louisville Franchise, LLC *
3.59	Participation and Operating Agreement of RT Louisville Franchise, LLC *
3.60	Certificate of Formation of RT McGhee Tyson, LLC *
3.61	Participation and Operating Agreement of RT McGhee Tyson, LLC *
3.62	Articles of Incorporation of RT One Percent Holdings, Inc. *

II-66

Exhibit No.	Document
3.63	Bylaws of RT One Percent Holdings, Inc. *
3.64	Certificate of Formation of RT One Percent Holdings, LLC *
3.65	Operating Agreement of RT One Percent Holdings, LLC *
3.66	Articles of Incorporation of Quality Outdoor Services, Inc. *
3.67	Bylaws of Quality Outdoor Services, Inc. *
3.68	Articles of Incorporation of RT Airport, Inc. *
3.69	Bylaws of RT Airport, Inc. *
3.70	Certificate of Formation of RT O’Toole, LLC *
3.71	Operating Agreement of RT O’Toole, LLC *
3.72	Certificate of Formation of RT Smith, LLC *
3.73	Operating Agreement of RT Smith, LLC *
3.74	Certificate of Formation of RT Millington, LLC *
3.75	Operating Agreement of RT Millington, LLC *
3.76	Certificate of Formation of Wok Hay 2, LLC *
3.77	Participation and Operating Agreement of Wok Hay 2, LLC *
3.78	Certificate of Formation of RT Distributing, LLC *
3.79	Operating Agreement of RT Distributing, LLC *
3.80	Certificate of Formation of RT Northern California Franchise, LLC *
3.81	Participation and Operating Agreement of RT Northern California Franchise, LLC *
3.82	Certificate of Formation of RTTA, LP *
3.83	Agreement of Limited Partnership of RTTA, LP *
3.84	Certificate of Formation of RT Restaurant Services, LLC *
3.85	Operating Agreement of RT Restaurant Services, LLC *
3.86	Certificate of Formation of RT New Hampshire Restaurant Holdings, LLC *
3.87	Operating Agreement of RT New Hampshire Restaurant Holdings, LLC *
3.88	Certificate of Formation of RT Minneapolis Holdings, LLC *
3.89	Operating Agreement of RT Minneapolis Holdings, LLC *
3.90	Certificate of Formation of RT Omaha Holdings, LLC *
3.91	Operating Agreement of RT Omaha Holdings, LLC *
3.92	Articles of Incorporation of RT Denver, Inc. *
3.93	Bylaws of RT Denver, Inc. *
3.94	Articles of Incorporation of RT Louisville, Inc. *
3.95	Bylaws of RT Louisville, Inc. *
3.96	Articles of Incorporation of RT Orlando, Inc. *

II-67

Exhibit No.	Document
3.97	Bylaws of RT Orlando, Inc. *
3.98	Articles of Incorporation of RT South Florida, Inc. *
3.99	Bylaws of RT South Florida, Inc. *
3.100	Articles of Incorporation of RT Tampa, Inc *
3.101	Bylaws of RT Tampa, Inc. *
3.102	Articles of Incorporation of RT West Palm Beach, Inc. *
3.103	Bylaws of RT West Palm Beach, Inc. *
4.1	Indenture, dated as of May 14, 2012 among Ruby Tuesday, Inc., the guarantors named therein and the Trustee ((incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Current Report on Form 8-K dated May 14, 2012 (File No. 1-12454)).
5.1	Opinion of Davis Polk & Wardwell LLP with respect to the new Notes *
5.2	Opinion of Hunton & Williams LLP with respect to the Georgia guarantors *
5.3	Opinion of Hunton & Williams LLP with respect to the Texas guarantors *
5.4	Opinion of Bryan Cave LLP with respect to the Colorado guarantors *
5.5	Opinion of Bryan Cave LLP with respect to the Kansas guarantors *
5.6	Opinion of Scarlett May with respect to the Tennessee guarantors *
5.7	Opinion of Saul Ewing LLP with respect to the Pennsylvania guarantor *
5.8	Opinion of Stinson Morrison Hecker LLP with respect to the Arkansas guarantors *
10.1	Ruby Tuesday, Inc. Executive Supplemental Pension Plan, amended and restated as of January 1, 2007. (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 5, 2007 (File No. 1-12454)).
10.2	First Amendment, dated as of April 2, 2008, to the Ruby Tuesday, Inc. Executive Supplemental Pension Plan (Amended and Restated as of January 1, 2007) (incorporated by reference from Exhibit 10.6 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended March 4, 2008 (File No. 1-12454)).
10.3	Second Amendment, dated as of December 31, 2008, to the Ruby Tuesday, Inc. Executive Supplemental Pension Plan (Amended and Restated as of January 1, 2007) (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 2, 2008 (File No. 1-12454)).
10.4	Third Amendment, dated as of January 6, 2010, to the Ruby Tuesday, Inc. Executive Supplemental Pension Plan (Amended and Restated as of January 1, 2007) (incorporated by reference from Exhibit 10.3 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 1, 2009 (File No. 1-12454)).
10.5	Ruby Tuesday, Inc. Stock Incentive and Deferred Compensation Plan for Directors (Amended and Restated as of October 8, 2008) (incorporated by reference from Exhibit 10.5 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended May 31, 2011 (File No. 1-12454)).
10.6	First Amendment, dated as of July 21, 2011, to the Ruby Tuesday, Inc. Stock Incentive and Deferred Compensation Plan for Directors (Amended and Restated as of October 8, 2008) (incorporated by reference from Exhibit 10.6 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended May 31, 2011 (File No. 1-12454)).

II-68

Exhibit No.	Document
10.7	Second Amendment, dated as of January 5, 2012, to the Ruby Tuesday, Inc. Stock Incentive and Deferred Compensation Plan for Directors (Amended and Restated as of October 8, 2008) (incorporated by reference from Exhibit 10.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 29, 2011 (File No. 1-12454)).
10.8	Form of Restricted Stock Award (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 29, 2011 (File No. 1-12454)).
10.9	Ruby Tuesday, Inc. 2003 Stock Incentive Plan (formerly the 1996 Non-Executive Stock Incentive Plan (formerly the Morrison Restaurants Inc. 1993 Non-Executive Stock Incentive Plan)) (incorporated by reference from Exhibit 10(h) to the Morrison Restaurants Inc. Annual Report on Form 10-K for the fiscal year ended June 5, 1993 (File No. 0-1750) and by reference from Exhibit 10.10 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 1, 2004 (File No. 1-12454)).
10.10	First Amendment, dated as of July 6, 2005, to the 2003 Stock Incentive Plan (incorporated by reference from Exhibit 10.14 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 6, 2006 (File No. 1-12454)).
10.11	Second Amendment, dated as of July 11, 2006, to the 2003 Stock Incentive Plan (incorporated by reference from Exhibit 10.3 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 5, 2006 (File No. 1-12454)).
10.12	Third Amendment, dated as of July 20, 2011, to the 2003 Stock Incentive Plan (incorporated by reference from Exhibit 10.3 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 29, 2011 (File No. 1-12454)).
10.13	Fourth Amendment, dated as of January 5, 2012, to the 2003 Stock Incentive Plan (incorporated by reference from Exhibit 10.4 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 29, 2011 (File No. 1-12454)).
10.14	Non-Qualified Stock Option Award (Beall) (incorporated by reference from Exhibit 10.3 to Form 8-K filed on April 17, 2007 (File No. 1-12454)).
10.15	First Amendment to the Ruby Tuesday, Inc. Non-Qualified Stock Option Award (incorporated by reference from Exhibit 10.4 to Form 8-K filed on April 17, 2007 (File No. 1-12454)).
10.16	Form of Non-Qualified Stock Option Award (incorporated by reference from Exhibit 10.1 to Form 8-K filed on July 27, 2010 (File No. 1-12454)).
10.17	Form of Service Stock Award (incorporated by reference from Exhibit 10.2 to Form 8-K filed on July 27, 2010 (File No. 1-12454)).
10.18	Form of Service-Based Restricted Stock Award (incorporated by reference from Exhibit 10.1 to Form 8-K filed on August 29, 2011 (File No. 1-12454)).
10.19	Form of Performance-Based Restricted Stock Award (incorporated by reference from Exhibit 10.2 to Form 8-K filed on August 29, 2011 (File No. 1-12454)).
10.20	Form of Performance Unit Award (incorporated by reference from Exhibit 10.3 to Form 8-K filed on August 29, 2011 (File No. 1-12454)).
10.21	Form of Letter of Amendment (incorporated by reference from Exhibit 10.4 to Form 8-K filed on August 29, 2011 (File No. 1-12454)).
10.22	Form of Service-Based Restricted Stock Award (incorporated by reference from Exhibit 10.1 to Form 8-K filed on April 10, 2012 (File No. 1-12454)).

II-69

Exhibit No.	Document
10.23	Ruby Tuesday, Inc. 2006 Executive Incentive Compensation Plan (incorporated by reference from Exhibit 10.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 5, 2006 (File No. 1-12454)).
10.24	Morrison Restaurants Inc. Deferred Compensation Plan, as restated effective January 1, 1994, together with amended and restated Trust Agreement, dated as of December 1, 1992, to Deferred Compensation Plan (incorporated by reference from Exhibit 10(i) to the Morrison Restaurants Inc. Annual Report on Form 10-K for the fiscal year ended June 5, 1993 (File No. 0-1750)).
10.25	Morrison Restaurants Inc. Management Retirement Plan together with First Amendment, dated as of June 30, 1994 and Second Amendment, dated as of July 31, 1995 (incorporated by reference from Exhibit 10(n) to the Morrison Restaurants Inc. Annual Report on Form 10-K for the fiscal year ended June 3, 1995 (File No. 1-12454)).
10.26	Form of Third Amendment to Management Retirement Plan (incorporated by reference from Exhibit 10.32 to Form 8-B filed on March 15, 1996 (File No. 1-12454)).
10.27	Form of Fourth Amendment to Management Retirement Plan (incorporated by reference from Exhibit 10.14 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 3, 2003 (File No. 1-12454)).
10.28	Form of Fifth Amendment to Management Retirement Plan (incorporated by reference from Exhibit 10.15 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 3, 2003 (File No. 1-12454)).
10.29	Sixth Amendment, dated as of April 9, 2001, to the Ruby Tuesday, Inc. Management Retirement Plan (incorporated by reference from Exhibit 10.41 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 5, 2001 (File No. 1-12454)).
10.30	Seventh Amendment (dated as of October 5, 2004) to the Ruby Tuesday, Inc. Management Retirement Plan (incorporated by reference from Exhibit 99.5 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 30, 2004 (File No. 1-12454)).
10.31	Morrison Retirement Plan, amended and restated as of October 7, 2009 (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 1, 2009 (File No. 1-12454)).
10.32	Executive Group Life and Executive Accidental Death and Dismemberment Plan (incorporated by reference from Exhibit 10(q) to the Morrison Restaurants Inc. Annual Report on Form 10-K for the fiscal year ended June 3, 1989 (File No. 0-1750)).
10.33	Morrison Restaurants Inc. Executive Life Insurance Plan (incorporated by reference from Exhibit 10(a)(a) to the Morrison Restaurants Inc. Annual Report on Form 10-K for the fiscal year ended June 4, 1994 (File No. 1-12454)).
10.34	Form of First Amendment to the Morrison Restaurants Inc. Executive Life Insurance Plan (incorporated by reference from Exhibit 10.25 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 3, 2003 (File No. 1-12454)).
10.35	Second Amendment (dated as of January 1, 2004) to the Ruby Tuesday Inc. Executive Life Insurance Plan (formerly the Morrison Restaurants Inc. Executive Life Insurance Plan) (incorporated by reference from Exhibit 99.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 30, 2004 (File No. 1-12454)).
10.36	Ruby Tuesday Inc. Executive Life Insurance Premium Plan dated as of January 1, 2004 (incorporated by reference from Exhibit 99.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 30, 2004 (File No. 1-12454)).

II-70

Exhibit No.	Document
10.37	Ruby Tuesday, Inc. 1996 Stock Incentive Plan, restated as of September 30, 1999 (incorporated by reference from Exhibit 99.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended September 3, 2000 (File No. 1-12454)).
10.38	First Amendment, dated as of July 10, 2000, to the restated Ruby Tuesday, Inc. 1996 Stock Incentive Plan (incorporated by reference from Exhibit 99.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended September 3, 2000 (File No. 1-12454)).
10.39	Ruby Tuesday, Inc. Salary Deferral Plan, amended and restated as of October 7, 2009 (incorporated by reference from Exhibit 10.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 1, 2009 (File No. 1-12454)).
10.40	First Amendment, dated as of April 6, 2011, to the Ruby Tuesday, Inc. Salary Deferral Plan (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended March 1, 2011 (File No. 1-12454)).
10.41	Ruby Tuesday, Inc. Deferred Compensation Plan Trust Agreement restated as of June 1, 2001 (incorporated by reference from Exhibit 10.44 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 5, 2001 (File No. 1-12454)).
10.42	First Amendment, dated as of June 10, 2002, to the Ruby Tuesday, Inc. Deferred Compensation Plan Trust Agreement (incorporated by reference from Exhibit 10.58 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 4, 2002 (File No. 1-12454)).
10.43	Ruby Tuesday, Inc. Restated Deferred Compensation Plan, dated as of November 26, 2002 (incorporated by reference from Exhibit 99.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 3, 2002 (File No. 1-12454)).
10.44	Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.1 to Form 8-K filed on January 18, 2005 (File No. 1-12454)).
10.45	First Amendment, dated as of December 14, 2006, to the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.6 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 5, 2006 (File No. 1-12454)).
10.46	Second Amendment, dated as of July 11, 2007, to the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.40 to the Ruby Tuesday, Inc. Annual Report on Form 10-K for the fiscal year ended June 5, 2007 (File No. 1-12454)).
10.47	Third Amendment, dated as of December 30, 2008, to the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.3 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 2, 2008 (File No. 1-12454)).
10.48	Fourth Amendment, dated as of December 31, 2008, to the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.4 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 2, 2008 (File No. 1-12454)).
10.49	Fifth Amendment, dated as April 6, 2011, to the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended March 1, 2011 (File No. 1-12454)).
10.50	Description of Cash Bonus Plan (incorporated by reference to Form 8-K filed on July 14, 2006 (File No. 1-12454)).
10.51	Distribution Agreement, dated as of March 2, 1996, by and among Morrison Restaurants Inc., Morrison Fresh Cooking, Inc. and Morrison Health Care, Inc. (incorporated by reference from Exhibit 10.23 to Form 8-B filed on March 15, 1996 (File No. 1-12454)).

II-71

Exhibit No.	Document
10.52	Amended and Restated Tax Allocation and Indemnification Agreement, dated as of March 2, 1996, by and among Morrison Restaurants Inc., Custom Management Corporation of Pennsylvania, Custom Management Corporation, John C. Metz & Associates, Inc., Morrison International, Inc., Morrison Custom Management Corporation of Pennsylvania, Morrison Fresh Cooking, Inc., Ruby Tuesday, Inc., a Delaware corporation, Ruby Tuesday (Georgia), Inc., a Georgia corporation, Tias, Inc. and Morrison Health Care, Inc. (incorporated by reference from Exhibit 10.24 to Form 8-B filed on March 15, 1996 (File No. 1-12454)).
10.53	Agreement Respecting Employee Benefit Matters, dated as of March 2, 1996, by and among Morrison Restaurants Inc., Morrison Fresh Cooking, Inc. and Morrison Health Care, Inc. (incorporated by reference from Exhibit 10.25 to Form 8-B filed on March 15, 1996 (File No. 1-12454)).
10.54	Trust Agreement (dated as of July 23, 2004) between Ruby Tuesday Inc. and U.S. Trust Company, N.A. (incorporated by reference from Exhibit 99.3 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 30, 2004 (File No. 1-12454)).
10.55	Master Distribution Agreement, dated as of December 8, 2006 and effective as of November 15, 2006, by and between Ruby Tuesday, Inc. and PFG Customized Distribution (portions of which have been redacted pursuant to a confidential treatment request filed with the SEC) (incorporated by reference from Exhibit 10.4 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 5, 2006 (File No. 1-12454)).
10.56	Revolving Credit Agreement, dated as of December 1, 2010, by and among Ruby Tuesday, Inc., the Lenders party hereto, Bank of America, N.A., as Administrative Agent, Issuing Bank, Servicer and Swingline Lender, and Regions Bank, as Syndication Agent (incorporated by reference from Exhibit 10.1 to Form 8-K filed on December 7, 2010 (File No. 1-12454)).
10.57	First Amendment to Revolving Credit Agreement, dated as of July 19, 2011, 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 (incorporated by reference from Exhibit 10.1 to Form 8-K filed on July 21, 2011 (File No. 1-12454)).
10.58	Second Amendment to Revolving Credit Agreement and Waiver, dated as of May 14, 2012, by and among Ruby Tuesday, Inc., the Lenders party hereto, and Bank of America, N.A., as Administrative Agent for the Lenders (incorporated by reference from Exhibit 10.3 to Form 8-K filed on May 17, 2012 (File No. 1-12454)).
10.59	Lender Commitment Agreement dated as of July 19, 2011 among Ruby Tuesday, Inc., the Guarantors, Bank of America, N.A., as Administrative Agent and Wells Fargo Bank, National Association (incorporated by reference from Exhibit 10.2 to Form 8-K filed on July 21, 2011 (File No. 1-12454)).
10.60	Lender Commitment Agreement dated as of July 19, 2011 among Ruby Tuesday, Inc., the Guarantors, Bank of America, N.A., as Administrative Agent and PNC Bank, National Association (incorporated by reference from Exhibit 10.3 to Form 8-K filed on July 21, 2011 (File No. 1-12454)).
10.61	Lender Commitment Agreement dated as of July 19, 2011 among Ruby Tuesday, Inc., the Guarantors, Bank of America, N.A., as Administrative Agent and Fifth Third Bank (incorporated by reference from Exhibit 10.3 to Form 8-K filed on July 21, 2011 (File No. 1-12454)).
10.62	Lender Commitment Agreement dated as of July 19, 2011 among Ruby Tuesday, Inc., the Guarantors, Bank of America, N.A., as Administrative Agent and US Bank National Association (incorporated by reference from Exhibit 10.3 to Form 8-K filed on July 21, 2011 (File No. 1-12454)).

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Exhibit No.	Document
10.63	Amended and Restated Note Purchase Agreement, dated as of May 21, 2008, by and among Ruby Tuesday, Inc. and the institutional investors thereto (incorporated by reference from Exhibit 10.3 to Form 8-K filed on May 22, 2008 (File No. 1-12454)).
10.64	First Amendment, dated as of December 1, 2010, to the Amended and Restated Note Purchase Agreement, by and among Ruby Tuesday, Inc. and the institutional investors thereto (incorporated by reference from Exhibit 10.2 to Form 8-K filed on December 7, 2010 (file No. 1-12454)).
10.65	Purchase Agreement, dated as of May 7, 2012 (incorporated by reference from Exhibit 10.1 to Form 8-K filed on May 9, 2012 (File No. 1-12454)).
10.66	Indenture, dated as of May 14, 2012, by and among Ruby Tuesday, Inc., the Guarantors party hereto, and Wells Fargo, National Association, as Trustee (incorporated by reference from Exhibit 10.1 to Form 8-K filed on May 17, 2012 (File No. 1-12454)).
10.67	Registration Rights Agreement, dated as of May 14, 2012 (incorporated by reference from Exhibit 10.2 to Form 8-K filed on May 17, 2012 (File No. 1-12454)).
10.68	Pledge Agreement, dated as of May 14, 2012 (incorporated by reference from Exhibit 10.4 to Form 8-K filed on May 17, 2012 (File No. 1-12454)).
10.69	Indenture, dated December 31, 2007, to the Ruby Tuesday, Inc. Cafeteria Plan (incorporated by reference from Exhibit 10.4 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended March 4, 2008 (File No. 1-12454)).
10.70	Second Amendment, dated as of December 15, 2010, to the Ruby Tuesday, Inc. Cafeteria Plan (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 30, 2010 (File No, 1-12454)).
10.71	Indenture, dated December 31, 2007, to the Ruby Tuesday, Inc. Health Savings Account Plan (incorporated by reference from Exhibit 10.5 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended March 4, 2008 (File No. 1-12454)).
10.72	First Amendment, dated as of December 15, 2010, to the Ruby Tuesday, Inc. Health Savings Account Plan (incorporated by reference from Exhibit 10.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 30, 2010 (File No, 1-12454)).
10.73	Form of Indemnification Agreement, dated April 7, 2010 (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended March 2, 2010 (File No. 1-12454)).
10.74	Agreement, dated June 30, 2011, by and among Ruby Tuesday, Inc., and Steven R. Becker, Matthew A. Drapkin, Becker Drapkin Partners (QP), L.P., Becker Drapkin Partners, L.P., BD Partners III, L.P., Becker Drapkin Management, L.P., and BC Advisors, LLC (incorporated by reference from Exhibit 10.1 to Form 8-K filed on July 1, 2011 (File No. 1-12454)).
10.75	Agreement, dated June 30, 2011, by and among Ruby Tuesday, Inc., and Double Black Diamond Offshore Ltd., Black Diamond Offshore Ltd., Carlson Capital, L.P., Asgard Investment Corp., and Clint D. Carlson (incorporated by reference from Exhibit 10.2 to Form 8-K filed on July 1, 2011 (File No. 1-12454)).
10.76	Ruby Tuesday, Inc. Severance Pay Plan, amended and restated as of January 5, 2011 (incorporated by reference from Exhibit 10.3 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended November 30, 2010 (File No. 1-12454)).
10.77	First Amendment, dated as of August 23, 2011, to the Ruby Tuesday, Inc. Severance Pay Plan (incorporated by reference from Exhibit 10.5 to Form 8-K filed on August 29, 2011 (File No. 1-12454)).

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Exhibit No.	Document
10.78	Separation Agreement, dated as of April 30, 2012, by and between Ruby Tuesday, Inc. and Michael O. Moore (incorporated by reference from Exhibit 10.1 to Form 8-K filed on April 26, 2012 (File No. 1-12454)).
10.79	Transition Agreement, dated as of June 6, 2012, by and between Ruby Tuesday, Inc. and Samuel E. Beall, III .( incorporated by reference from Exhibit 10.79 to the Ruby Tuesday Annual Report on Form 10-K filed on August 6, 2012 (File No. 1-12454)).
10.80	Ruby Tuesday, Inc. Executive Compensation Clawback Policy, dated as of July 22, 2010 (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended August 31, 2011 (File No, 1-12454)).
10.81	Ruby Tuesday, Inc. 2010 Executive Incentive Compensation Plan (incorporated by reference from Exhibit 10.2 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended August 31, 2011 (File No, 1-12454)).
10.82	Employment Agreement dated as of November 16, 2012, by and between Ruby Tuesday, Inc. and James J. Buettgen (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 4, 2012 (File No, 1-12454)).
10.83	Second Amendment, dated as of January 9, 2013, to the Ruby Tuesday, Inc. Severance Pay Plan (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 4, 2012 (File No, 1-12454)).
10.84	Indenture, dated as of January 9, 2013, to the Ruby Tuesday, Inc. Cafeteria Plan (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 4, 2012 (File No, 1-12454)).
10.85	Fourth Amendment, dated as of November 30, 2012, to the Ruby Tuesday, Inc. Executive Supplemental Pension Plan (Amended and Restated as of January 1, 2007) (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 4, 2012 (File No, 1-12454)).
10.86	Sixth Amendment, dated as of October 31, 2012, to the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 4, 2012 (File No, 1-12454)).
10.87	First Amendment, dated as of November 30, 2012, to the Ruby Tuesday, Inc. Executive Life Insurance Premium Plan (incorporated by reference from Exhibit 10.1 to the Ruby Tuesday, Inc. Quarterly Report on Form 10-Q for the quarter ended December 4, 2012 (File No, 1-12454)).
12.1	Computation of Ratio of Earnings to Fixed Charges *
21.1	Subsidiaries of Ruby Tuesday, Inc. (incorporated by reference from Exhibit 21.1 to the Ruby Tuesday Annual Report on Form 10-K filed on August 6, 2012 (File No. 1-12454)
23.1	Consent of Davis Polk & Wardwell LLP (contained in their opinion filed as Exhibit 5.1).
23.2	Consent of KPMG LLP *
24.1	Power of Attorney (included on signature page)
25.1	Statement of Eligibility of Wells Fargo Bank, National Association, as Trustee, on Form T-1. *
99.1	Form of Letter of Transmittal *
99.2	Form of Letter to Clients *
99.3	Form of Letter to Nominees *
99.4	Form of Instructions to Registered Holder and/or Book-Entry Transfer Participant from Owner *

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EX-3.3

Exhibit 3.3

CERTIFICATE OF INCORPORATION

OF RTBD, INC.

1. The name of the corporation is RTBD, Inc.

2. The address, including the street, number, city, and county, of the registered office of the corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, 19804, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or prompted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) at a par value of $0.01 per share. All such shares are of one class and are shares of Common Stock.

5. The name and mailing address of the sole incorporator are as follows:

Name	Mailing Address
Daniel T. Cronk	Ruby Tuesday, Inc.
	150 West Church Avenue
	Maryville, TN 37801

6. The name and mailing address of the initial directors of the corporation who shall serve until the first annual meeting of stockholders or until their successors are elected and qualified, are as follows:

Name	Mailing Address
David G. Schmidt	150 West Church Avenue
	Maryville, TN 37801
Franklin E. Southall, Jr.	150 West Church Avenue
	Maryville, TN 37801
Mildred F. Smith300	Delaware Avenue, Suite 907
	Wilmington, DE 19801

7. The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of §102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly has hereunto set my hand this 16 day of May, 2002.

/s/ Daniel T. Cronk

Daniel T. Cronk, Sole Incorporator

EX-3.4

Exhibit 3.4

BYLAWS

OF

RTBD, INC.

(a Delaware corporation)

ARTICLE 1

OFFICES

RTBD, Inc. (the “Corporation”) shall at all times maintain a registered office in the State of Delaware and a registered agent at that address but may have other offices located in or outside of the State of Delaware as the Board of Directors may from time to time determine.

ARTICLE 2

STOCKHOLDERS’ MEETINGS

2.1 Places of Meetings. All meetings of stockholders shall be held at such place or places inside or outside of the State of Delaware as the Board of Directors may from time to time determine or as may be designated in the notice of meeting or waiver of notice thereof, subject to any provisions of the laws of the State of Delaware.

2.2 Annual Meetings. The annual meeting of stockholders for the election of directors and the transaction of such other business as may properly come before the meeting shall be held on such date and at such time as may be designated from time to time by the Board of Directors within four months after the end of each fiscal year of the Corporation. If the annual meeting is not held on the date designated, it may be held as soon thereafter as convenient and shall be called the annual meeting. Written notice of the time and place of the annual meeting shall be given by mail to each stockholder entitled to vote thereat at his address as it appears on the records of the Corporation, not less than ten (10) nor more than sixty (60) days prior to the scheduled date thereof, unless such notice is waived as provided by Article 9 of these Bylaws.

2.3 Special Meetings. Special meetings of stockholders may be called at any time by the Board of Directors and shall be called by the President or Secretary or an Assistant Secretary at the written request of the holders of at least 50% of the total number of shares of stock then outstanding and entitled to vote stating the specific purpose or purposes thereof. Written notice of the time, place and specific purposes of such meeting shall be given by mail to each stockholder entitled to vote thereat at his address as it appears on the records of the Corporation, not less than ten (10) nor more than sixty (60) days prior to the scheduled date thereof, unless such notice is waived as provided in Article 9 of these Bylaws.

2.4 Voting. At all meetings of stockholders, each stockholder entitled to vote on the record date, as determined under Section 6.3 of these Bylaws or, if not so determined, as prescribed under the laws of the State of Delaware, shall be entitled to one vote for each share of stock standing of record in his name, subject to any restrictions or qualifications set forth in the Certificate of Incorporation or any amendment thereto.

2.5 Quorum. At any meeting of stockholders, a majority of the number of shares of stock outstanding and entitled to vote thereat, present in person or by proxy, shall constitute a quorum, but a smaller interest may adjourn any meeting from time to time, and the meeting may be held as adjourned without further notice, subject to such limitation as may be imposed

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under the laws of the State of Delaware. When a quorum is present at any meeting, a majority of the number of shares of stock entitled to vote present thereat shall decide any question brought before such meeting unless the question is one upon which a different vote is required by express provision of the laws of the State of Delaware, the Certificate of Incorporation or these Bylaws, in which case such express provision shall govern.

2.6 Action Without Meeting. Unless otherwise provided in the Certificate of Incorporation or any amendment thereto or by the laws of the State of Delaware, any action required by the laws of the State of Delaware to be taken at any annual or special meeting of stockholders, or any action which may otherwise be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if: (i) a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted; and (ii) prompt notice of the taking of such action by less than unanimous written consent is given to the other stockholders to the extent and in the manner required by the laws of the State of Delaware.

ARTICLE 3

BOARD OF DIRECTORS

3.1 Powers. The business and affairs of the Corporation shall be carried on by or under the direction of the Board of Directors, which shall have all the powers authorized by the laws of the State of Delaware, subject to such limitations as may be provided by the Certificate of Incorporation or these Bylaws.

3.2 Number and Qualification. A Board of Directors shall be elected at each annual meeting of stockholders, each director so elected to serve until the election and qualifications of his successor or until his earlier resignation or removal as provided in these Bylaws. The initial number of directors shall be such as may be determined by the incorporator and thereafter the number of directors shall be not less than one (1) and not more than nine (9), the exact number within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the Board of Directors or by the affirmative vote of the holders of at least 50% of all outstanding shares of capital stock entitled to vote in the election of directors, voting together as a single class, as provided in the Certificate of Incorporation. Each director shall serve for a term of one (1) year or until the election and qualification of his successor or until his earlier resignation or removal as provided in the Certificate of Incorporation or these Bylaws. Any employee of the Corporation or a subsidiary of the Corporation who serves on the Board of Directors shall be deemed to have tendered his resignation from the Board of Directors at the time such employee gives notice of termination of his employment with the Corporation or any subsidiary, as the case may be, or upon the termination of such employment for any reason, whichever occurs first; provided, however, that the Board of Directors, in its sole discretion, may decline to accept the resignation of the former employee from the Board of Directors if the former employee agrees to continue to serve on the Board of Directors notwithstanding the termination of his employment and if the Board of Directors determines that the continued service of the former employee on the Board of Directors is in the best interests of the Corporation and its stockholders. In case of an increase in the number of directors between elections by the stockholders, the additional directorships shall be considered vacancies and shall be filled in the manner prescribed in Article 5 of these Bylaws. Directors need not be stockholders, nor need they be residents of the State of Delaware.

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3.3 Compensation. The Board of Directors, or a committee thereof, may from time to time by resolution authorize the payment of fees or other compensation to the directors for services as such to the Corporation, including, but not limited to, fees for attendance at all meetings of the Board of Directors or any committee thereof, and determine the amount of such fees and compensation. Directors shall in any event be paid their traveling expenses for attendance at all meetings of the Board or committee thereof. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor in amounts authorized or otherwise approved from time to time by the Board or any committee thereof.

3.4 Meetings and Quorum. Meetings of the Board of Directors may be held either inside or outside of the State of Delaware. A quorum shall be one-half (1/2) of the then authorized number of directors, but not less than two (2) directors, provided, however, that if a Board of Directors consisting of one (1) director is authorized, then one (1) director shall constitute a quorum.

The Board of Directors shall, at the close of each annual meeting of stockholders and without further notice other than these Bylaws, if a quorum of directors is then present or as soon thereafter as may be convenient, hold a regular meeting for the election of officers and the transaction of any other business. At such meeting they shall elect a President and a Secretary and such other officers as they deem proper.

The Board of Directors may from time to time provide for the holding of regular meetings with or without notice and may fix the times and places at which such meetings are to be held. Meetings other than regular meetings may be called at any time by the President and must be called by the President or the Secretary or an Assistant Secretary upon the request of any director.

Notice of each meeting, other than a regular meeting (unless required by the Board of Directors), shall be given to each director by mailing the same to each director at his residence or business address at least two (2) days before the meeting or by delivering the same to him personally or by telephone or telegraph at least one (1) day before the meeting unless, in case of exigency, the President or the Secretary shall prescribe a shorter notice to be given personally or by telephone, telegraph, cable or wireless to all or any one or more of the directors at their respective residences or places of business.

Notice of any meeting shall state the time and place of such meeting, but need not state the purposes thereof unless otherwise required by the laws of the State of Delaware, the Certificate of Incorporation, the Bylaws or the Board of Directors.

3.5 Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, provide for an Executive Committee of two or more directors and shall elect the members thereof to serve at the pleasure of the Board of Directors and may designate one of such members to act as chairman. The Board of Directors may at any time change the membership of the Executive Committee, fill vacancies in it, designate alternate members to replace any absent or disqualified members at any meeting of such committee, or dissolve it. During the intervals between the meetings of the Board of Directors, the Executive Committee shall possess and may exercise any or all of the powers of the Board of Directors in the management or direction of the business and affairs of the Corporation and under the Bylaws to the extent authorized by resolution adopted by a majority of the whole Board of Directors and to such limitations as may be imposed by the laws of the State of Delaware.

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The Executive Committee may determine its rules of procedure and the notice to be given of its meeting, and it may appoint such other committees and assistants as it shall from time to time deem necessary. A majority of the members of the Executive Committee shall constitute a quorum.

The Board of Directors may by resolution provide for such other committees as it deems desirable and may discontinue the same at its pleasure. Each such committee shall have the powers and perform such duties, not inconsistent with law, as may be assigned to it by the Board.

3.6 Conference Telephone Meetings. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting by means of a conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

3.7 Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

ARTICLE 4

OFFICERS

4.1 Titles and Election. The officers of the Corporation shall be the President, the Secretary and the Treasurer, all of whom shall initially be elected as soon as convenient by the Board of Directors and thereafter, in the absence of earlier resignations or removals, shall be elected at the first meeting of the Board of Directors following each annual meeting of stockholders. Each officer shall hold office at the pleasure of the Board of Directors except as may otherwise be approved by the Board of Directors, or until his earlier resignation, removal under these Bylaws or other termination of his employment. Any person may hold more than one office if the duties can be consistently performed by the same person and to the extent permitted by the laws of the State of Delaware.

The Board of Directors, in its discretion, may also at any time elect or appoint one or more Vice Presidents, a Chief Operating Officer and one or more Assistant Secretaries and such other officers as it may deem advisable, each of whom shall hold office at the pleasure of the Board of Directors, except as may otherwise be approved by the Board of Directors, or until his earlier resignation, removal or other termination of employment, and shall have such authority and shall perform such duties as may be prescribed or determined from time to time by the Board of Directors or, if not prescribed or determined by the Board of Directors, the President or the then senior executive officer may prescribe or determine. The Board of Directors may require any officer or other employee or agent to give bond for the faithful performance of his duties in such form and with such sureties as the Board may require.

4.2 Duties. Subject to such extension, limitations, and other provisions as the Board of Directors may from time to time prescribe or determine, the following officers shall have the following powers and duties:

(a) President. The President shall exercise the powers and authority and perform all of the duties commonly incident to his office, shall preside at all meetings of the

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stockholders and of the Board of Directors if he is a director, and shall perform such other duties as the Board of Directors shall specify from time to time. The President or a Vice President, unless some other person is thereunto specifically authorized by the Board of Directors, shall sign all certificates for shares, bonds, debentures, promissory notes, deeds and contracts of the Corporation.

(b) Vice Presidents. The Vice President or Vice Presidents shall perform such duties as may be assigned to them from time to time by the Board of Directors or by the President if the Board of Directors does not do so. In the absence or disability of the President, the Vice Presidents in order of seniority may, unless otherwise determined by the Board of Directors, exercise the powers and perform the duties pertaining to the office of President, except that if one or more Vice Presidents has been elected or appointed, the person holding such office in order of seniority shall exercise the powers and perform the duties of the office of President.

(c) Secretary. The Secretary or in his absence an Assistant Secretary shall keep the minutes of all meetings of stockholders and of the Board of Directors and any committee thereof, give and serve all notices, attend to such correspondence as may be assigned to him, keep in safe custody the seal of the Corporation, and affix such seal to all such instruments properly executed as may require it, shall perform all of the duties commonly incident to his office and shall have such other duties and powers as may be prescribed or determined from time to time by the Board of Directors or by the President if the Board of Directors does not do so.

(d) Treasurer. The Treasurer or in his absence an Assistant Treasurer, subject to the order of the Board of Directors, shall have the care and custody of the monies, funds, securities, valuable papers and documents of the Corporation (other than his own bond, if any, which shall be in the custody of the President), and shall have, under the supervision of the Board of Directors, all the powers and duties commonly incident to his office. He shall deposit all funds of the Corporation in such bank or banks, trust company or trust companies, or with such firm or firms doing a banking business as may be designated by the Board of Directors or by the President if the Board of Directors does not do so. He may endorse for deposit or collection all checks, notes, and similar instruments payable to the Corporation or to its order. He shall keep accurate books of account of the Corporation’s transactions, which shall be the property of the Corporation, and together with all of the property of the Corporation in his possession, shall be subject at all times to the inspection and control of the Board of Directors. The Treasurer shall be subject in every way to the order of the Board of Directors, and shall render to the Board of Directors and/or the President of the Corporation, whenever they may require it, an account of all his transactions and of the financial condition of the Corporation. In addition to the foregoing, the Treasurer shall have such duties as may be prescribed or determined from time to time by the Board of Directors or by the President if the Board of Directors does not do so.

(e) Assistant Secretaries and Treasurers. Assistants to the Secretaries and Treasurers may be appointed by the President or elected by the Board of Directors and shall perform such duties and have such powers as shall be delegated to them by the President or the Board of Directors.

4.3 Delegation of Authority. The Board of Directors may at any time delegate the powers and duties of any officer for the time being to any other officer, director or employee.

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4.4 Compensation. The compensation of the officers of the Corporation shall be fixed by the Board of Directors or a committee thereof, and the fact that any officer is a director shall not preclude him from receiving compensation or from voting upon the resolution providing the same.

ARTICLE 5

RESIGNATIONS, VACANCIES AND REMOVALS

5.1 Resignations. Any director or officer may resign at any time by giving written notice thereof to the Board of Directors, the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof; and unless otherwise specified therein, the acceptance of any resignation shall not be necessary to make it effective.

5.2 Vacancies.

(a) Directors. Any vacancy in the Board of Directors caused by reason of death, incapacity, resignation, removal, increase in the authorized number of directors or otherwise, shall be filled by the holders of a majority of the shares then entitled to vote at an election of directors. Any director so filling such a vacancy shall serve until the next annual meeting of stockholders and the election and qualification of his successor or until his earlier resignation or removal as provided in the Certificate of Incorporation or these Bylaws.

(b) Officers. The Board of Directors may at any time or from time to time fill any vacancy among the officers of the Corporation.

5.3 Removals.

(a) Directors. Except as may otherwise be provided by the General Corporation Law of Delaware, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

(b) Officers. Subject to the provisions of any validly existing agreement, the Board of Directors may at any meeting remove from office any officer, with or without cause, and may appoint a successor; provided that if action is to be taken to remove the President, the notice of meeting or waiver of notice thereof shall state that one of the purposes of the meeting is to consider and take action on his removal.

ARTICLE 6

CAPITAL STOCK

6.1 Certificates of Stock. Every stockholder shall be entitled to a certificate or certificates for shares of the capital stock of the Corporation in such form as may be prescribed or authorized by the Board of Directors, duly numbered and setting forth the number and kind of shares represented thereby. Such certificates shall be signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer or by the Secretary or an Assistant Secretary. Any or all of such signatures may be in facsimile.

In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on a certificate has ceased to be such officer, transfer agent or registrar before the certificate has been issued, such certificate may nevertheless be issued and delivered by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

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6.2 Transfer of Stock. Shares of the capital stock of the Corporation shall be transferable only upon the books of the Corporation upon the surrender of the certificate or certificates properly assigned and endorsed for transfer. If the Corporation has a transfer agent or registrar acting on its behalf, the signature of any officer or representative thereof may be in facsimile.

The Board of Directors may appoint a transfer agent and one or more co-transfer agents and a registrar and one or more co-registrars and may make or authorize such agents to make all such rules and regulations deemed expedient concerning the issue, transfer and registration of shares of stock.

6.3 Record Dates. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend, or to express consent to corporate action in writing without a meeting, or in order to make a determination of stockholders for any other proper purposes, the Corporation’s stock transfer books shall not be closed, but a record date shall be set by the Board of Directors and, upon that date, the Corporation or its transfer agent shall take a record of the stockholders without actually closing the stock transfer books. Such record date shall not be more than sixty (60) days, nor less than ten (10) days, prior to the date on which the particular action requiring such determination of stockholders is to be taken.

If no such record date is fixed by the Board, the record date shall be that prescribed by the laws of the State of Delaware.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

6.4 Lost Certificates. In case of loss or mutilation or destruction of a stock certificate, a duplicate certificate may be issued upon such terms as may be determined or authorized by the Board of Directors or the Executive Committee, or by the President if the Board of Directors or the Executive Committee does not do so.

ARTICLE 7

FISCAL YEAR, BANK DEPOSITS, CHECKS, ETC.

7.1 Fiscal Year. The fiscal year of the Corporation shall end on the first Tuesday following May 30 each year, unless otherwise fixed by resolution of the Board of Directors.

7.2 Bank Deposit, Checks, Etc. The funds of the Corporation shall be deposited in the name of the Corporation or of any division thereof in such banks or trust companies in the United States or elsewhere as may be designated from time to time by the Board of Directors or the Executive Committee, or by such officer or officers as the Board of Directors or the Executive Committee may authorize to make such designations.

All checks, drafts or other orders for the withdrawal of funds from any bank account shall be signed by the President or such other person or persons as may be designated from time to time by the Board of Directors or the Executive Committee. The signatures on checks, drafts or other orders for the withdrawal of funds may be in facsimile if authorized in the designation.

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ARTICLE 8

BOOKS AND RECORDS

8.1 Place of Keeping Books. The books and records of the Corporation may be kept outside of the State of Delaware.

8.2 Examination of Books. Except as may otherwise be provided by the laws of the State of Delaware, the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the power to determine from time to time whether and to what extent and at what times and places and under what conditions any of the accounts, records and books of the Corporation are to be open to the inspection of any stockholder. No stockholder shall have any right to inspect any account or book or document of the Corporation except as prescribed by law or authorized by express resolution of the stockholders or of the Board of Directors.

ARTICLE 9

NOTICES

9.1 Requirements of Notice. Whenever notice is required to be given by statute, the Certificate of Incorporation or these Bylaws, it shall not mean personal notice unless so specified, but such notice may be given in writing by depositing the same in a post office, letter box, or mail chute postage prepaid and addressed to the person to whom such notice is directed at the address of such person on the records of the Corporation, and such notice shall be deemed given at the time when the same shall be thus mailed.

9.2 Waivers. Any stockholder, director or officer may, in writing or by telegram or cable, at any time waive any notice or other formality required by statute, the Certificate of Incorporation or these Bylaws. Such waiver of notice, whether given before or after any meeting or action, shall be deemed equivalent to notice. Presence of a stockholder either in person or by proxy at any meeting of stockholders and presence of any director at any meeting of the Board of Directors shall constitute a waiver of such notice as may be required by any statute, the Certificate of Incorporation or these Bylaws.

ARTICLE 10

SEAL

The corporate seal of the Corporation shall be in such form as the Board of Directors shall determine from time to time and may consist of a facsimile thereof or the word “SEAL” enclosed in parentheses.

ARTICLE 11

POWERS OF ATTORNEY

The Board of Directors or the Executive Committee may authorize one or more of the officers of the Corporation to execute powers of attorney delegating to named representatives or agents power to represent or act on behalf of the Corporation, with or without power of substitution.

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In the absence of any action by the Board of Directors or the Executive Committee, any officer of the Corporation may execute, for and on behalf of the Corporation, waivers of notice of meetings of stockholders and proxies, or may vote shares directly, for such meetings of any company in which the Corporation may hold voting securities.

ARTICLE 12

INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

The Corporation shall indemnify its directors, officers and employees to the extent provided in the Corporation’s Certificate of Incorporation.

ARTICLE 13

AMENDMENTS

Except as provided otherwise by the laws of the State of Delaware, the Certificate of Incorporation or elsewhere in these Bylaws, these Bylaws may be amended or repealed either:

(a) at any meeting of stockholders at which a quorum is present by vote of a majority of the number of shares of stock entitled to vote present in person or by proxy at such meeting; or

(b) at any meeting of the Board of Directors by a majority vote of the directors then in office; provided that the notice of such meeting of stockholders or directors or waiver of notice thereof contains a statement of the substance of the proposed amendment or repeal.

ARTICLE 14

AGREEMENT AMONG STOCKHOLDERS

If any provision of these Bylaws shall be inconsistent or in conflict with any written agreement among the stockholders of the Corporation, the applicable provisions of such agreement shall control and take precedence over the terms of these Bylaws notwithstanding any provision of these Bylaws.

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EX-3.5

Exhibit 3.5

CERTIFICATE OF INCORPORATION

OF RT FINANCE, INC.

1. The name of the corporation is RT Finance, Inc.

2. The address, including the street, number, city, and county, of the registered office of the corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, 19804, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or prompted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) at a par value of $1.00 per share. All such shares are of one class and are shares of Common Stock.

5. The name and mailing address of the sole incorporator are as follows:

Name	Mailing Address
Daniel T. Cronk	Ruby Tuesday, Inc.
	150 West Church Avenue
	Maryville, TN 37801

6. The name and mailing address of the initial directors of the corporation who shall serve until the first annual meeting of stockholders or until their successors are elected and qualified, are as follows:

Name	Mailing Address
S. E. Beall, III	150 West Church Avenue
	Maryville, TN 37801
Marguerite N. Duffy	150 West Church Avenue
	Maryville, TN 37801
Daniel T. Cronk	150 West Church Avenue
	Maryville, TN 37801

7. The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of §102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly has hereunto set my hand this 13 day of May, 2004.

/s/ Daniel T. Cronk

Daniel T. Cronk, Sole Incorporator

EX-3.6

Exhibit 3.6

BYLAWS

OF

RT FINANCE, INC.

(a Delaware corporation)

ARTICLE 1

OFFICES

1.1 RT Finance, Inc. (the “Corporation”) shall at all times maintain a registered office in the State of Delaware and a registered agent at that address but may have other offices located in or outside of the State of Delaware as the Board of Directors may from time to time determine.

ARTICLE 2

STOCKHOLDERS’ MEETINGS

2.1 Places of Meetings. All meetings of stockholders shall be held at such place or places inside or outside of the State of Delaware as the Board of Directors may from time to time determine or as may be designated in the notice of meeting or waiver of notice thereof, subject to any provisions of the laws of the State of Delaware.

2.2 Annual Meetings. The annual meeting of stockholders for the election of directors and the transaction of such other business as may properly come before the meeting shall be held on such date and at such time as may be designated from time to time by the Board of Directors within four months after the end of each fiscal year of the Corporation. If the annual meeting is not held on the date designated, it may be held as soon thereafter as convenient and shall be called the annual meeting. Written notice of the time and place of the annual meeting shall be given by mail to each stockholder entitled to vote thereat at his address as it appears on the records of the Corporation, not less than ten (10) nor more than sixty (60) days prior to the scheduled date thereof, unless such notice is waived as provided by Article 9 of these Bylaws.

2.3 Special Meetings. Special meetings of stockholders may be called at any time by the Board of Directors and shall be called by the President or Secretary or an Assistant Secretary at the written request of the holders of at least 50% of the total number of shares of stock then outstanding and entitled to vote stating the specific purpose or purposes thereof. Written notice of the time, place and specific purposes of such meeting shall be given by mail to each stockholder entitled to vote thereat at his address as it appears on the records of the Corporation, not less than ten (10) nor more than sixty (60) days prior to the scheduled date thereof, unless such notice is waived as provided in Article 9 of these Bylaws.

2.4 Voting. At all meetings of stockholders, each stockholder entitled to vote on the record date, as determined under Section 6.3 of these Bylaws or, if not so determined, as prescribed under the laws of the State of Delaware, shall be entitled to one vote for each share of stock standing of record in his name, subject to any restrictions or qualifications set forth in the Certificate of Incorporation or any amendment thereto.

2.5 Quorum. At any meeting of stockholders, a majority of the number of shares of stock outstanding and entitled to vote thereat, present in person or by proxy, shall constitute a

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quorum, but a smaller interest may adjourn any meeting from time to time, and the meeting may be held as adjourned without further notice, subject to such limitation as may be imposed under the laws of the State of Delaware. When a quorum is present at any meeting, a majority of the number of shares of stock entitled to vote present thereat shall decide any question brought before such meeting unless the question is one upon which a different vote is required by express provision of the laws of the State of Delaware, the Certificate of Incorporation or these Bylaws, in which case such express provision shall govern.

2.6 Action Without Meeting. Unless otherwise provided in the Certificate of Incorporation or any amendment thereto or by the laws of the State of Delaware, any action required by the laws of the State of Delaware to be taken at any annual or special meeting of stockholders, or any action which may otherwise be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if: (i) a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted; and (ii) prompt notice of the taking of such action by less than unanimous written consent is given to the other stockholders to the extent and in the manner required by the laws of the State of Delaware.

ARTICLE 3

BOARD OF DIRECTORS

3.1 Powers. The business and affairs of the Corporation shall be carried on by or under the direction of the Board of Directors, which shall have all the powers authorized by the laws of the State of Delaware, subject to such limitations as may be provided by the Certificate of Incorporation or these Bylaws.

3.2 Number and Qualification. A Board of Directors shall be elected at each annual meeting of stockholders, each director so elected to serve until the election and qualifications of his successor or until his earlier resignation or removal as provided in these Bylaws. The initial number of directors shall be such as may be determined by the incorporator and thereafter the number of directors shall be not less than one (1) and not more than nine (9), the exact number within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the Board of Directors or by the affirmative vote of the holders of at least 50% of all outstanding shares of capital stock entitled to vote in the election of directors, voting together as a single class, as provided in the Certificate of Incorporation. Each director shall serve for a term of one (1) year or until the election and qualification of his successor or until his earlier resignation or removal as provided in the Certificate of Incorporation or these Bylaws. Any employee of the Corporation or a subsidiary of the Corporation who serves on the Board of Directors shall be deemed to have tendered his resignation from the Board of Directors at the time such employee gives notice of termination of his employment with the Corporation or any subsidiary, as the case may be, or upon the termination of such employment for any reason, whichever occurs first; provided, however, that the Board of Directors, in its sole discretion, may decline to accept the resignation of the former employee from the Board of Directors if the former employee agrees to continue to serve on the Board of Directors notwithstanding the termination of his employment and if the Board of Directors determines that the continued service of the former employee on the Board of Directors is in the best interests of the Corporation and its stockholders. In case of an increase in the number of directors between elections by the stockholders, the additional directorships shall be considered vacancies and shall be filled in the manner prescribed in Article 5 of these Bylaws. Directors need not be stockholders, nor need they be residents of the State of Delaware.

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3.3 Compensation. The Board of Directors, or a committee thereof, may from time to time by resolution authorize the payment of fees or other compensation to the directors for services as such to the Corporation, including, but not limited to, fees for attendance at all meetings of the Board of Directors or any committee thereof, and determine the amount of such fees and compensation. Directors shall in any event be paid their traveling expenses for attendance at all meetings of the Board or committee thereof. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor in amounts authorized or otherwise approved from time to time by the Board or any committee thereof.

3.4 Meetings and Quorum. Meetings of the Board of Directors may be held either inside or outside of the State of Delaware. A quorum shall be one-half (1/2) of the then authorized number of directors, but not less than two (2) directors, provided, however, that if a Board of Directors consisting of one (1) director is authorized, then one (1) director shall constitute a quorum.

The Board of Directors shall, at the close of each annual meeting of stockholders and without further notice other than these Bylaws, if a quorum of directors is then present or as soon thereafter as may be convenient, hold a regular meeting for the election of officers and the transaction of any other business. At such meeting they shall elect a President and a Secretary and such other officers as they deem proper.

The Board of Directors may from time to time provide for the holding of regular meetings with or without notice and may fix the times and places at which such meetings are to be held. Meetings other than regular meetings may be called at any time by the President and must be called by the President or the Secretary or an Assistant Secretary upon the request of any director.

Notice of each meeting, other than a regular meeting (unless required by the Board of Directors), shall be given to each director by mailing the same to each director at his residence or business address at least two (2) days before the meeting or by delivering the same to him personally or by telephone or telegraph at least one (1) day before the meeting unless, in case of exigency, the President or the Secretary shall prescribe a shorter notice to be given personally or by telephone, telegraph, cable or wireless to all or any one or more of the directors at their respective residences or places of business.

Notice of any meeting shall state the time and place of such meeting, but need not state the purposes thereof unless otherwise required by the laws of the State of Delaware, the Certificate of Incorporation, the Bylaws or the Board of Directors.

3.5 Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, provide for an Executive Committee of two or more directors and shall elect the members thereof to serve at the pleasure of the Board of Directors and may designate one of such members to act as chairman. The Board of Directors may at any time change the membership of the Executive Committee, fill vacancies in it, designate alternate members to replace any absent or disqualified members at any meeting of such committee, or dissolve it. During the intervals between the meetings of the Board of Directors, the Executive Committee shall possess and may exercise any or all of the powers of the Board of Directors in the management or direction of the business and affairs of the Corporation and under the Bylaws to the extent authorized by resolution adopted by a majority of the whole Board of Directors and to such limitations as may be imposed by the laws of the State of Delaware.

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The Executive Committee may determine its rules of procedure and the notice to be given of its meeting, and it may appoint such other committees and assistants as it shall from time to time deem necessary. A majority of the members of the Executive Committee shall constitute a quorum.

The Board of Directors may by resolution provide for such other committees as it deems desirable and may discontinue the same at its pleasure. Each such committee shall have the powers and perform such duties, not inconsistent with law, as may be assigned to it by the Board.

3.6 Conference Telephone Meetings. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting by means of a conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

3.7 Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

ARTICLE 4

OFFICERS

4.1 Titles and Election. The officers of the Corporation shall be the President, the Secretary and the Treasurer, all of whom shall initially be elected as soon as convenient by the Board of Directors and thereafter, in the absence of earlier resignations or removals, shall be elected at the first meeting of the Board of Directors following each annual meeting of stockholders. Each officer shall hold office at the pleasure of the Board of Directors except as may otherwise be approved by the Board of Directors, or until his earlier resignation, removal under these Bylaws or other termination of his employment. Any person may hold more than one office if the duties can be consistently performed by the same person and to the extent permitted by the laws of the State of Delaware.

The Board of Directors, in its discretion, may also at any time elect or appoint one or more Vice Presidents, a Chief Operating Officer and one or more Assistant Secretaries and such other officers as it may deem advisable, each of whom shall hold office at the pleasure of the Board of Directors, except as may otherwise be approved by the Board of Directors, or until his earlier resignation, removal or other termination of employment, and shall have such authority and shall perform such duties as may be prescribed or determined from time to time by the Board of Directors or, if not prescribed or determined by the Board of Directors, the President or the then senior executive officer may prescribe or determine. The Board of Directors may require any officer or other employee or agent to give bond for the faithful performance of his duties in such form and with such sureties as the Board may require.

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4.2 Duties. Subject to such extension, limitations, and other provisions as the Board of Directors may from time to time prescribe or determine, the following officers shall have the following powers and duties:

(a) President. The President shall exercise the powers and authority and perform all of the duties commonly incident to his office, shall preside at all meetings of the stockholders and of the Board of Directors if he is a director, and shall perform such other duties as the Board of Directors shall specify from time to time. The President or a Vice President, unless some other person is thereunto specifically authorized by the Board of Directors, shall sign all certificates for shares, bonds, debentures, promissory notes, deeds and contracts of the Corporation.

(b) Vice Presidents. The Vice President or Vice Presidents shall perform such duties as may be assigned to them from time to time by the Board of Directors or by the President if the Board of Directors does not do so. In the absence or disability of the President, the Vice Presidents in order of seniority may, unless otherwise determined by the Board of Directors, exercise the powers and perform the duties pertaining to the office of President, except that if one or more Vice Presidents has been elected or appointed, the person holding such office in order of seniority shall exercise the powers and perform the duties of the office of President.

(c) Secretary. The Secretary or in his absence an Assistant Secretary shall keep the minutes of all meetings of stockholders and of the Board of Directors and any committee thereof, give and serve all notices, attend to such correspondence as may be assigned to him, keep in safe custody the seal of the Corporation, and affix such seal to all such instruments properly executed as may require it, shall perform all of the duties commonly incident to his office and shall have such other duties and powers as may be prescribed or determined from time to time by the Board of Directors or by the President if the Board of Directors does not do so.

(d) Treasurer. The Treasurer or in his absence an Assistant Treasurer, subject to the order of the Board of Directors, shall have the care and custody of the monies, funds, securities, valuable papers and documents of the Corporation (other than his own bond, if any, which shall be in the custody of the President), and shall have, under the supervision of the Board of Directors, all the powers and duties commonly incident to his office. He shall deposit all funds of the Corporation in such bank or banks, trust company or trust companies, or with such firm or firms doing a banking business as may be designated by the Board of Directors or by the President if the Board of Directors does not do so. He may endorse for deposit or collection all checks, notes, and similar instruments payable to the Corporation or to its order. He shall keep accurate books of account of the Corporation’s transactions, which shall be the property of the Corporation, and together with all of the property of the Corporation in his possession, shall be subject at all times to the inspection and control of the Board of Directors. The Treasurer shall be subject in every way to the order of the Board of Directors, and shall render to the Board of Directors and/or the President of the Corporation, whenever they may require it, an account of all his transactions and of the financial condition of the Corporation. In addition to the foregoing, the Treasurer shall have such duties as may be prescribed or determined from time to time by the Board of Directors or by the President if the Board of Directors does not do so.

(e) Assistant Secretaries and Treasurers. Assistants to the Secretaries and Treasurers may be appointed by the President or elected by the Board of Directors and shall perform such duties and have such powers as shall be delegated to them by the President or the Board of Directors.

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4.3 Delegation of Authority. The Board of Directors may at any time delegate the powers and duties of any officer for the time being to any other officer, director or employee.

4.4 Compensation. The compensation of the officers of the Corporation shall be fixed by the Board of Directors or a committee thereof, and the fact that any officer is a director shall not preclude him from receiving compensation or from voting upon the resolution providing the same.

ARTICLE 5

RESIGNATIONS, VACANCIES AND REMOVALS

5.1 Resignations. Any director or officer may resign at any time by giving written notice thereof to the Board of Directors, the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof; and unless otherwise specified therein, the acceptance of any resignation shall not be necessary to make it effective.

5.2 Vacancies.

(a) Directors. Any vacancy in the Board of Directors caused by reason of death, incapacity, resignation, removal, increase in the authorized number of directors or otherwise, shall be filled by the holders of a majority of the shares then entitled to vote at an election of directors. Any director so filling such a vacancy shall serve until the next annual meeting of stockholders and the election and qualification of his successor or until his earlier resignation or removal as provided in the Certificate of Incorporation or these Bylaws.

(b) Officers. The Board of Directors may at any time or from time to time fill any vacancy among the officers of the Corporation.

5.3 Removals.

(a) Directors. Except as may otherwise be provided by the General Corporation Law of Delaware, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

(b) Officers. Subject to the provisions of any validly existing agreement, the Board of Directors may at any meeting remove from office any officer, with or without cause, and may appoint a successor; provided that if action is to be taken to remove the President, the notice of meeting or waiver of notice thereof shall state that one of the purposes of the meeting is to consider and take action on his removal.

ARTICLE 6

CAPITAL STOCK

6.1 Certificates of Stock. Every stockholder shall be entitled to a certificate or certificates for shares of the capital stock of the Corporation in such form as may be prescribed or authorized by the Board of Directors, duly numbered and setting forth the number and kind of shares represented thereby. Such certificates shall be signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer or by the Secretary or an Assistant Secretary. Any or all of such signatures may be in facsimile.

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In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on a certificate has ceased to be such officer, transfer agent or registrar before the certificate has been issued, such certificate may nevertheless be issued and delivered by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

6.2 Transfer of Stock. Shares of the capital stock of the Corporation shall be transferable only upon the books of the Corporation upon the surrender of the certificate or certificates properly assigned and endorsed for transfer. If the Corporation has a transfer agent or registrar acting on its behalf, the signature of any officer or representative thereof may be in facsimile.

The Board of Directors may appoint a transfer agent and one or more co-transfer agents and a registrar and one or more co-registrars and may make or authorize such agents to make all such rules and regulations deemed expedient concerning the issue, transfer and registration of shares of stock.

6.3 Record Dates. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend, or to express consent to corporate action in writing without a meeting, or in order to make a determination of stockholders for any other proper purposes, the Corporation’s stock transfer books shall not be closed, but a record date shall be set by the Board of Directors and, upon that date, the Corporation or its transfer agent shall take a record of the stockholders without actually closing the stock transfer books. Such record date shall not be more than sixty (60) days, nor less than ten (10) days, prior to the date on which the particular action requiring such determination of stockholders is to be taken.

If no such record date is fixed by the Board, the record date shall be that prescribed by the laws of the State of Delaware.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

6.4 Lost Certificates. In case of loss or mutilation or destruction of a stock certificate, a duplicate certificate may be issued upon such terms as may be determined or authorized by the Board of Directors or the Executive Committee, or by the President if the Board of Directors or the Executive Committee does not do so.

ARTICLE 7

FISCAL YEAR, BANK DEPOSITS, CHECKS, ETC.

7.1 Fiscal Year. The fiscal year of the Corporation shall end on the first Tuesday following May 30 each year, unless otherwise fixed by resolution of the Board of Directors.

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7.2 Bank Deposit, Checks, Etc. The funds of the Corporation shall be deposited in the name of the Corporation or of any division thereof in such banks or trust companies in the United States or elsewhere as may be designated from time to time by the Board of Directors or the Executive Committee, or by such officer or officers as the Board of Directors or the Executive Committee may authorize to make such designations.

All checks, drafts or other orders for the withdrawal of funds from any bank account shall be signed by the President or such other person or persons as may be designated from time to time by the Board of Directors or the Executive Committee. The signatures on checks, drafts or other orders for the withdrawal of funds may be in facsimile if authorized in the designation.

ARTICLE 8

BOOKS AND RECORDS

8.1 Place of Keeping Books. The books and records of the Corporation may be kept outside of the State of Delaware.

8.2 Examination of Books. Except as may otherwise be provided by the laws of the State of Delaware, the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the power to determine from time to time whether and to what extent and at what times and places and under what conditions any of the accounts, records and books of the Corporation are to be open to the inspection of any stockholder. No stockholder shall have any right to inspect any account or book or document of the Corporation except as prescribed by law or authorized by express resolution of the stockholders or of the Board of Directors.

ARTICLE 9

NOTICES

9.1 Requirements of Notice. Whenever notice is required to be given by statute, the Certificate of Incorporation or these Bylaws, it shall not mean personal notice unless so specified, but such notice may be given in writing by depositing the same in a post office, letter box, or mail chute postage prepaid and addressed to the person to whom such notice is directed at the address of such person on the records of the Corporation, and such notice shall be deemed given at the time when the same shall be thus mailed.

9.2 Waivers. Any stockholder, director or officer may, in writing or by telegram or cable, at any time waive any notice or other formality required by statute, the Certificate of Incorporation or these Bylaws. Such waiver of notice, whether given before or after any meeting or action, shall be deemed equivalent to notice. Presence of a stockholder either in person or by proxy at any meeting of stockholders and presence of any director at any meeting of the Board of Directors shall constitute a waiver of such notice as may be required by any statute, the Certificate of Incorporation or these Bylaws.

ARTICLE 10

SEAL

The corporate seal of the Corporation shall be in such form as the Board of Directors shall determine from time to time and may consist of a facsimile thereof or the word “SEAL” enclosed in parentheses.

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ARTICLE 11

POWERS OF ATTORNEY

The Board of Directors or the Executive Committee may authorize one or more of the officers of the Corporation to execute powers of attorney delegating to named representatives or agents power to represent or act on behalf of the Corporation, with or without power of substitution.

In the absence of any action by the Board of Directors or the Executive Committee, any officer of the Corporation may execute, for and on behalf of the Corporation, waivers of notice of meetings of stockholders and proxies, or may vote shares directly, for such meetings of any company in which the Corporation may hold voting securities.

ARTICLE 12

INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

The Corporation shall indemnify its directors, officers and employees to the extent provided in the Corporation’s Certificate of Incorporation.

ARTICLE 13

AMENDMENTS

Except as provided otherwise by the laws of the State of Delaware, the Certificate of Incorporation or elsewhere in these Bylaws, these Bylaws may be amended or repealed either:

(a) at any meeting of stockholders at which a quorum is present by vote of a majority of the number of shares of stock entitled to vote present in person or by proxy at such meeting; or

(b) at any meeting of the Board of Directors by a majority vote of the directors then in office; provided that the notice of such meeting of stockholders or directors or waiver of notice thereof contains a statement of the substance of the proposed amendment or repeal.

ARTICLE 14

AGREEMENT AMONG STOCKHOLDERS

If any provision of these Bylaws shall be inconsistent or in conflict with any written agreement among the stockholders of the Corporation, the applicable provisions of such agreement shall control and take precedence over the terms of these Bylaws notwithstanding any provision of these Bylaws.

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EX-3.7

Exhibit 3.7

Document processing fee
If document is filed on paper	$	125.00
If document is filed electronically	$	25.00
Fees & forms/cover sheets are subject to change.
To file electronically, access instructions for this form/cover sheet and other information or print copies of filed documents, visit www.sos.state.co.us and select Business Center. Paper documents must be typewritten or machine printed.			ABOVE SPACE FOR OFFICE USE ONLY

Articles of Incorporation

filed pursuant to §7-90-301, et seq. and §7-102-102 of the Colorado Revised Statutes (C.R.S)

1.      Entity name:	Ruby Tuesday GC Cards, Inc.
	(The name of a corporation must contain the term or abbreviation “corporation”, “incorporated”, “company”, “limited”, “corp.”, inc.”, “co.” or “ltd”; If the corporation is a professional corporation, it must contain the term or abbreviation “professional corporation”, “p.c.”, or “pc” §7- 90-601, C.R.S.)
2.      Use of Restricted Words (if any of these terms are contained in an entity name, true name of an entity, trade name or trademark stated in this document, mark the applicable box):	¨ “bank” or “trust” or any derivative thereof ¨ “credit union” ¨ “savings and loan” ¨ “insurance”, “casualty”, “mutual”, or “surety”
3.      Principal office street address:	150 West Church Avenue
	(Street name and number)
	Maryville	TN	37801
	(City)	(State)	(Postal/Zip Code)
		United States
	(Province – if applicable)	(Country – if not US)
4.      Principal office mailing address:
(if different from above):	(Street name and number or Post Office Box information)
	(City)	(State)	(Postal/Zip Code)
	(Province – if applicable)	(Country – if not US)
5.      Registered agent: (if an individual):
	(Last)	(First)	(Middle)	(Suffix)
OR (if a business organization):	The Corporation Company
6.      The person appointed as registered agent in the document has consented to being so appointed.
7.      Registered agent street address:	1675 Broadway	(Street name and number)
	Suite #1200
	Denver	CO	80202
	(City)	(State)	(Postal/Zip Code)

ARTINC_PC Page 1 of 3 Rev. 11/16/2005

8.      Registered agent mailing address: (LEAVE BLANK if same as above)
	(Street name and number or Post Office Box information)
	(City)	(State)	(Postal/Zip Code)
	(Province –if applicable)	(Country – if not US)
9.      If the corporation’s period of duration is less than perpetual, state the date on which the period of duration expires:
	(mm/dd/yyyy)
10.    (OPTIONAL) Delayed effective date:
	(mm/dd/yyyy)
11.    Name(s) and address(es) of incorporator(s): (if an individual)	May	Scarlett
	(Last)	(First)	(Middle)	(Suffix)
OR (if a business organization)
	150 West Church Avenue
	(Street name and number or Post Office Box information)
	Maryville	TN	37801
	(City)	(State)	(Postal/Zip Code)
		United States
	(Province – if applicable)	(Country – if not US)
(if an individual)
	(Last)	(First)	(Middle)	(Suffix)
OR (if a business organization)
	(Street name and number or Post Office Box information)
	(City)	(State)	(Postal/Zip Code)
		United States
	(Province – if applicable)	(Country – if not US)
(if an individual)
	(Last)	(First)	(Middle)	(Suffix)
OR (if a business organization)
	(Street name and number or Post Office Box information)
	(City)	(State)	(Postal/Zip Code)
		United States
	(Province – if applicable)	(Country – if not US)

ARTINC_PC Page 2 of 3 Rev. 11/16/2005

(If there are more than three incorporators, mark this box ¨ and include an attachment stating the true names and mailing addresses of all additional incorporators.)

12. The corporation is authorized to issue         1,000          shares of common stock.

    (number)

(Additional classes of capital stock may be authorized and additional information regarding the corporation’s stock may be stated, mark this box ¨ and include an attachment stating pertinent information.)

13. Additional information may be included pursuant to §7-102-102, C.R.S. and other organic statutes such as title 12, C.R.S. If applicable, mark this box ¨ and include an attachment stating the additional information.

Notice:

Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.

14.    Name(s) and address(es) of the individual(s) causing the document to be delivered for filing:	May	Scarlett
	(Last)	(First)	(Middle)	(Suffix)
	150 West Church Avenue
	(Street name and number or Post Office Box information)
	Maryville	TN	37801
	(City)	(State)	(Postal/Zip Code)
		United States
	(Province –if applicable)	(Country – if not US)

(The document need not state the true name and address of more than one individual. However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this box ¨ and include an attachment stating the name and address of such individuals.)

Disclaimer:

This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user’s attorney.

ARTINC_PC Page 3 of 3 Rev. 11/16/2005

EX-3.8

Exhibit 3.8

RUBY TUESDAY GC CARDS, INC.

*****

B Y - L A W S

*****

ARTICLE I

OFFICES

Section 1. The registered office shall be located at 1600 Broadway, Suite 1200, Denver, Colorado 80202.

Section 2. The corporation may also have offices at such other places both within and without the State of Colorado as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

ANNUAL MEETINGS OF SHAREHOLDERS

Section 1. All meetings of shareholders for the election of directors shall be at such place as may be fixed from time to time by the board of directors, or such other place either within or without the State of Colorado as shall be designated from time to time by the board of directors and stated in the notice of the meeting.

Section 2. Annual meetings of shareholders shall be held on such a date as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

Section 1. Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of Colorado as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the president, the board of directors, or the holders of not less than one-tenth of all the shares entitled to vote at the meeting.

Section 3. Written or printed notice of a special meeting stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV

QUORUM AND VOTING OF STOCK

Section 1. The holders of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

Section 2. If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders unless the vote of a greater number of shares of stock is required by law or the articles of incorporation.

Section 3. Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

Section 4. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE V

DIRECTORS

Section 1. The number of directors shall be three (3). Directors need not be residents of the State of Colorado nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders.

Section 2. Vacancies and newly created directorships resulting from any increase in the number of directors may be filled by a majority of the directors then in office, though less than a quorum, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify. Also, newly created directorships resulting from any increase in the number of directors may be filled by election at an annual or at a special meeting of shareholders called for that purpose.

Section 3. The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these by-laws directed or required to be exercised or done by the shareholders.

Section 4. The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the State of Colorado, at such place or places as they may from time to time determine.

Section 5. The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

Section 6. A director whose term has ended, or resigns or is removed, may deliver a statement to that effect to the Secretary of State.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Meetings of the board of directors, regular or special, may be held either within or without the State of Colorado.

Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

Section 4. Special meetings of the board of directors may be called on at least two days’ notice to each director, either personally or by mail or by facsimile.

Section 5. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 6. A majority of the directors shall constitute a quorum for the transaction of business unless a greater number is required by law or by the articles of incorporation. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the articles of incorporation. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

ARTICLE VII

EXECUTIVE COMMITTEE

Section 1. The board of directors, by resolution adopted by a majority of the number of directors fixed by the by-laws or otherwise, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

ARTICLE VIII

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the articles of incorporation or of these by-laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in written, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposed in the United States mail. Notice to directors may also be given by facsimile or electronic mail.

Section 2. Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the articles of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.

Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

Section 8. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 13. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 14. The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE X

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by certificates signed by the chairman or vice chairman of the board of directors or by the president or a vice- president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof.

When the corporation is authorized to issue shares of more than one class there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, if the corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series.

Section 2. The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate to be issued in place of any certificate there to fore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFERS OF SHARES

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

FIXING THE RECORD DATE

Section 5. For the purpose of determining shareholders entitled to notice of a shareholder’s meeting, to demand a special meeting, to vote or in order to make a determination of shareholders form any other proper purpose, the board of directors may provide that the record date be fixed not more than seventy days before the meeting or action requiring a determination of shareholders.

LIST OF SHAREHOLDERS

Section 6. The officer or agent having charge of the transfer books for shares shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of each and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the principal office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced

and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of the shareholders.

ARTICLE XI

GENERAL PROVISIONS

DIVIDENDS

Section 1. Subject to the provisions of the articles of incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to any provisions of the articles of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Colorado”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE XII

AMENDMENTS

Section 1. These by-laws may be altered, amended, or repealed or new by-laws may be adopted by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board.

EX-3.9

Exhibit 3.9

CERTIFICATE OF FORMATION

OF

RT TAMPA FRANCHISE, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, TItle 6, Section 18·201 of the Delaware Limited Liability Company Act and the acts amendatory thereof and supplemental thereto) hereby certified that:

FIRST:	The name of the limited liability company is RT Tampa Franchise. LLC (hereinafter referred to as the “Limited Liability Company”).
SECOND:	The address of the registered office and the name and address of the registered agent of the Limited Liability Company required to be . maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

Executed as of the 6^th day of May 1997.

/s/ Thomas R. McNeill

Thomas R. McNeill, Authorized Person

CERTIFICATE OF CONVERSION

FROM A LIMITED LIABILITY COMPANY TO A

LIMITED PARTNERSHIP PURSUANT TO SECTION

17-217 OF THE LIMITED PARTNERSHIP LAW

1. The jurisdiction where the Limited Liability Company first formed is Delaware.

2. The jurisdiction immediately prior to filing this Certificate is Delaware.

3. The date the Limited Liability Company first formed was May 8, 1997.

4. The name of the Limited Liability Company immediately prior to filing this Certificate is RT Tampa Franchise, LLC.

5. The name of the Limited Partnership as set forth in the Certificate of Limited Partnership is RT Tampa Franchise, L.P.

Dated as of this 16^th day of June, 1997.

/s/ Thomas R. McNeill

Thomas R. McNeill, Authorized Person

STATE OF DELAWARE CERTIFICATE OF

LIMITED PARTNERSHIP

THE UNDERSIGNED, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, do hereby certify as follows:

FIRST:	The name of the limited partnership is RT Tampa Franchise, L.P.
SECOND:	The name and address of the Registered Agent is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.
THIRD:	The name and mailing address of the general partner is as follows:
	Gallagher Family, Inc. 1017 Frankland Road Tampa, Florida 33629

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership of RT Tampa Franchise, L.P. as of this 16^th day of June, J 997.

GENERAL PARTNER:
GALLAGHER FAMILY, INC.
By:	/s/ Gary E. Gallagher
	Gary Gallagher, its sole director

CERTIFICATE OF CANCELLATION OF

RT TAMPA FRANCHISE, LLC

1. The name of the limited liability company is RT Tampa Franchise, LLC.

2. The Certificate of Formation of the limited liability company was filed on May 8. 1997.

3. The reason for the filing of the Certificate of Cancellation is that RT Tampa Franchise, LLC was converted to a limited partnership pursuant to the filing of a Certificate of Conversion and a Certificate of Limited Partnership with the Delaware Secretary of Slate on June 19.1997.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Cancellation of RT Tampa Franchise, LLC as of this 19^th day of June, 1997.

/s/ Thomas R. McNeill

Thomas R. McNeill, Authorized Person

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF LIMITED PARTNERSHIP

OF

RT TAMPA FRANCHISE, LP.

The undersigned, desiring to amend the Certificate of Limited Partnership of RT Tampa Franchise, L.P., pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership act of the State of Delaware, does hereby certify as follows:

FIRST: The name of the Limited Partnership is RT Tampa Franchise, L.P.

SECOND: Article Second of the Certificate of Limited Partnership shall be amended as follows:

To change the registered agent in Delaware upon whom process may be served to The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 31 day of December, 1998,

RT TAMPA FRANCHISE, LP
By:	/s/ Gary E. Gallagher
	GALLAGHER FAMILY, INC. Name of General Partner
	Gary E. Gallagher, President

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF LIMITED PARTNERSHIP

OF

RT TAMPA FRANCHISE, L.P.

The undersigned general partner. desiring to amend the Certificate of Limited Partnership of RT Tampa Franchise. L.P. pursuant to the provisions of Section 11·202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:

FIRST: The name of the Limited Partnership is RT Tampa Franchise, L.P.

SECOND: Article Three of the Certificate of Limited Partnership is deleted in its entirety and the following is inserted in lieu thereof:

The name and mailing address of the general partner is as follows:

RT Tampa, Inc.

150 West Church Avenue

Maryville, TN 37801

IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 1^st of Sept., 2004.

By: RT Tampa, Inc., a Georgia corporation, its General Partner
By:	/s/ Marguerite N. Duffy
	Marguerite N. Duffy Vice President

EX-3.10

Exhibit 3.10

CERTIFICATE OF FORMATION

OF

RT ORLANDO FRANCHISE, LLC

The undersigned. an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6, Section 18-201 of the Delaware Limited Liability Company Act and the acts amendatory thereof and supplemental thereto) hereby certified that:

FIRST: The name of the limited liability company is R T Orlando Franchise. LLC (hereinafter referred to as the “Limited Liability Company”).

SECOND: The address of the registered office and the name and address o~ the registered agent of the Limited Liability Company required to be . maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company. 1013 Centre Road, Wilmington, Delaware 19805.

Executed as of the 6^th day of May 1997.

/s/ Thomas R. McNeill

Thomas R. McNeill, Authorized Person

CERTIFICATE OF CONVERSION

FROM A LIMITED LIABILITY COMPANY TO A

LIMITED PARTNERSHIP PURSUANT TO

SECTION

17-217 OF THE LIMITED PARTNERSHIP LAW

1. The jurisdiction where the Limited Liability Company first formed is Delaware.

2. The jurisdiction immediately prior to filing this Certificate is Delaware.

3. The date the Limited Liability Company first formed was May 8, 1997.

4. The name of the Limited Liability Company immediately prior to filing this Certificate is RT Orlando Franchise; LLC.

5. The name of the Limited Partnership as set forth in the Certificate of Limited Partnership is RT Orlando Franchise, L.P.

Dated as of this 16^th day of June, 1997.

/s/ Thomas R. McNeill

Thomas R. McNeill, Authorized Person

STATE OF DELAWARE

CERTIFICATE OF LIMITED PARTNERSHIP

THE UNDERSIGNED, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act) 6 Delaware Code. Chapter 17. do hereby certify as follows:

FIRST: The name of the limited partnership is RT Orlando Franchise, L.P.

SECOND: The name and address of the Registered Agent is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

THIRD: The name and mailing address of the general partner is as follows:

R. Manning, Inc.

8042 Monier Way

Orlando, Florida 32835

IN WITNESS WHEREOF. the undersigned has executed this Certificate of Limited Partnership of RT Orlando Franchise, L.P. as of this 16th day of June, 1997.

GENERAL PARTNER:
R. MANNING, INC.
By:	/s/ Ray Manning
	Ray Manning, its sole director

CERTIFICATE OF CANCELLATION

OF

RT ORLANDO FRANCHISE, LLC

1. The name of the limited liability company is RT Orlando Franchise, LLC.

2. The Certificate of Formation of the limited liability company was filed on May 8. 1997.

3. The reason for the filing of the Certificate of Cancellation is that RT Orlando Franchise, LLC was converted to a limited partnership pursuant to the filing of a Certificate of Conversion and a Certificate of Limited Partnership with the Delaware Secretary of Slate on June 19.1997.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Cancellation of RT Orlando Franchise, LLC as of this 19^th day of June, 1997.

/s/ Thomas R. McNeill

Thomas R. McNeill, Authorized Person

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF LIMITED PARTNERSHIP

OF

RT ORLANDO FRANCHISE. L.P.

The undersigned, desiring to amend the Certificate of Limited Partnership of RT Orlando Franchise, L.P . pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:

FIRST: The name of the Limited Partnership is RT Orlando Franchise, L.P.

SECOND: Article Second of the Certificate of Limited Partnership shall be amended as follows:

To change the registered agent in Delaware upon whom process may be served to The Corporation Trust Company, Corporation Trust Center. 1209 Orange Street, Wilmington. Delaware 19801.

IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 31^st day of December, 1998.

R. MANNING, INC.
By:	/s/ Ray Manning
	Ray Manning, President
	Name of General Partner

STATE OF DELAWARE

AMENDMENT TO THE CERTIFICATE

OF

LIMITED PARTNERSHIP

The undersigned, desiring to amend the Certificate of Limited Partnership pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:

FIRST: The name of the limited partnership is RT Orlando Franchise, L.P.

SECOND: Article 3 of the Certificate of Limited Partnership shall be amended as follows:

The name and mailing address of the General Partner is as follows:

RT Orlando, Inc., 150 West Church Avenue, Maryville, TN 37801

IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 27th day of April, 2009.

RT ORLANDO, INC.
By:	/s/ Scarlett May
Name:	Scarlett May, Vice President
	Print or Type

EX-3.11

Exhibit 3.11

CERTIFICATE OF FORMATION

OF

RT SOUTH FLORIDA FRANCHISE, LLC

The undersigned. an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6, Section 18-201 of the Delaware Limited Liability Company Act and the acts amendatory thereof and supplemental thereto) hereby certified that:

FIRST: The name of the limited liability company is RT South Florida Franchise, LLC (hereinafter referred to as the “Limited Liability Company”).

SECOND: The address of the registered office and the name and address of-the registered agent of the Limited Liability Company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

Executed as of the 6^th day of May 1997.

/s/ Thomas R. McNeill

Thomas R. McNeill, Authorized Person

CERTIFICATE OF CONVERSION

FROM A LIMITED LIABILITY COMPANY TO

A LIMITED PARTNERSHIP PURSUANT TO SECTION

17-217 OF THE LIMITED PARTNERSHIP LAW

1. The jurisdiction where the Limited Liability Company first formed is Delaware.

2. The jurisdiction immediately prior to filing this Certificate is Delaware.

3. The date the Limited Liability Company first formed was May 8, 1997.

4. The name of the Limited Liability Company immediately prior to filing this Certificate is RT South Florida Franchise, LLC.

5. The name of the Limited Partnership as set forth in the Certificate of Limited Partnership is RT South Florida Franchise, L.P.

Dated as of this 16^th day of June, 1997.

/s/ Thomas R. McNeill

Thomas R. McNeill, Authorized Person

STATE OF DELAWARE

CERTIFICATE OF LIMITED PARTNERSHIP

THE UNDERSIGNED, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, do hereby certify as follows:

FIRST: The name of the limited partnership is RT South Florida Franchise, L.P.

SECOND: The name and address of the Registered Agent is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

THIRD: The name and mailing address of the general partner is as follows:

A. Pond, Inc.

2045 Bradbury Drive East

Mobile, Alabama 36695

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership of RT South Florida Franchise, L.P. as of this 29th day of June, 1997.

GENERAL PARTNER:
A. POND, INC.
By:	/s/ M. Ashton Pond
	M. Ashton Pond, its President, Secretary and Treasurer

CERTIFICATE OF CANCELLATION

OF

RT SOUTH FLORIDA FRANCHISE, LLC

1. The name of the limited liability company is RT South Florida Franchise, LLC.

2. The Certificate of Formation of the limited liability company was filed on May 8, 1997.

3. The reason for the filing of the Certificate of Cancellation is that RT South Florida Franchise, LLC was converted. to a limited partnership, RT South Florida Franchise, L.P., pursuant to the filing of a Certificate of Conversion and a Certificate of Limited Partnership with the Delaware Secretary of State on June 27, 1997.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Cancellation of RT South Florida Franchise, LLC as of this 27th day of June, 1997.

/s/ Thomas R. McNeill

Thomas R. McNeill, Authorized Person

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF LIMITED PARTNERSHIP

OF

RT SOUTH FLORIDA FRANCHISE, L.P_

The undersigned. desiring to amend the Certificate of Limited Partnership of RT South Florida Franchise, L.P, pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership act of the State of Delaware, does hereby certify as follows:

FIRST: The name of the Limited Partnership is RT South Florida. Franchise, L.P.

SECOND: Article Second of the Certificate of Limited Partnership shall be amended as follows:

To change the registered agent in Delaware upon whom process may be served to The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 31 day of December, 1998.

RT SOUTH FLORIDA FRANCHISE, LP.
By:	/s/ M. Ashton Pond
	M. Ashton Pond, President
	A. Pond, Inc.
	Name of General Partner

EX-3.12

Exhibit 3.12

CERTIFICATE OF FORMATION

OF

RT NEW YORK FRANCHISE, LLC

The undersigned. an authorized natural] person, for the purpose of forming a limited liability company, under the provisions and. subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6, Section 18-201 of the Delaware Limited Liability Company Act and the acts amendatory thereof and supplemental thereto) hereby certifies that:

FIRST: The name of the limited liability company is RT New York Franchise, LLC (hereinafter referred to as the “Limited Liability Company”).

SECOND: The address of the registered office and the name and address of the registered agent of the Limited Liability Company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are The Corporation Trust Company. 1209 Orange Street, Wilmington, Delaware 19801.

Executed as of the 28^th of July, 1999.

/s/ Thomas R. McNeill

Thomas R. McNeill, Authorized Person

EX-3.13

Exhibit 3.13

CERTIFICATE OF FORMATION

OF

RT SOUTHWEST FRANCHISE, LLC

The undersigned an authorized natural person for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6, Section 18-201 of the Delaware Limited Liability Company Act and. the acts amendatory thereof and supplemental thereto) hereby certifies that;

FIRST:	The name of the limited liability company is RT Southwest Franchise, LLC (hereinafter referred to as the “Limited Liability Company”).
SECOND:	The address of the registered office and. the name and address of the registered agent of the Limited Liability Company required to be maintained by Section 18-104 of the Delaware Limited. Liability Company A~ are Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

Executed as of the 8th day of December, 1997.

/s/ Carol D. Newman

Carol D. Newman, Authorized Person

CERTIFICATE OF AMENDMENT

OF

RT SOUTHWEST FRANCHISE, LLC

1. The name of the limited liability company is RT Southwest Franchise, LLC.

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

To change the registered agent in the State of Delaware upon whom process may be served to The Corporation-Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed its Certificate of Amendment of RT Southwest Franchise, LLC this 4^th of January, 1999.

By:	/s/ James F. Deyo, III
	James F. Deyo, III, Manager

EX-3.14

Exhibit 3.14

PARTICIPATION AND

OPERATING AGREEMENT

OF

RT SOUTHWEST FRANCHISE, LLC

THIS PARTICIPATION AND OPERATING AGREEMENT (as hereafter amended from time to time, the “Agreement”) is entered into as of December 16, 1997, by and among JAMES DEYO, an individual (“Executive”), RUBY TUESDAY, INC. a Georgia corporation (“RTI” or “RTI Member”), and such other person, corporation or other entity as may from time to time be a Member (as defined herein) hereunder in accordance with the provisions of this Agreement.

In consideration of the agreements contained in this Agreement and other good and valuable consideration, the Members agree as follows:

1. DEFINITIONS. As used in this Agreement, capitalized terms listed in this Section 1 have the indicated meanings. Other capitalized terms used in this Agreement but not otherwise defined have the meanings indicated in the Sections in which they are defined or as the context otherwise requires.

“Acquired Restaurants”: The seven (7) Ruby Tuesday restaurants currently owned by RTI and being purchased by the Company pursuant to the Purchase Agreement.

“Acquisition”: The acquisition by the Company of the Acquired Restaurants pursuant to the Purchase Agreement.

“Acquisition Closing”: The closing of the purchase of the Acquired Restaurants pursuant to the Purchase Agreement.

“Act”: The Delaware Limited Liability Company Act, or corresponding provisions of future laws.

“Affiliate”: Any of the following (i) any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with a Member; or (ii) the spouse, descendants, parents or siblings of any Member or Affiliate of a Member, or a trust for the benefit of any such Person or the spouse, descendants, parents or siblings of any such Person.

“Annual Tax Distributions”: As defined in Section 7.3.

“Assignee”: The transferee of a Membership Interest who has not been admitted as a Member but is permitted to hold the Membership Interest pursuant to Section 16 of this Agreement.

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“Bankruptcy”: With respect to any Member or the Company, if such Member or the Company: (i) files an application for, or consents to, the appointment of a trustee of any of its assets; (ii) files a voluntary petition in bankruptcy or seeks relief under Title 11 of the United States Code, as now constituted or later amended, or files a pleading in any court of record admitting in writing its inability to pay its debts as they come due; (iii) makes a general assignment for the benefit of creditors; (iv) files an answer admitting the material allegations of, or consents to, or defaults in answering, a bankruptcy petition filed against it in any bankruptcy proceeding or petition seeking relief under Title 11 of the United States Code, as now constituted or as later amended; or (v) has entered against it an order, judgment or decree by any court of competent jurisdiction adjudicating such Person a bankrupt or for relief in respect of such Person or appointing a trustee of its assets, and such order, judgment or decree continues unstayed and in effect for any period of 60 consecutive days.

“Business”: As defined in Section 2.6.

“Business Plan”: As defined in Section 9.6.

“Call Closing”: As defined in Section 18.1.

“Call Closing Date”: As defined in 18.1.

“Call Equity Value”: The sum of (i) the product of four (4) multiplied by EBITDA of the Company for the consecutive twelve (12) month Fiscal Period ending on the Valuation Date, plus (ii) cash and cash equivalents (excluding noncash working capital) held by the Company as of the Call Closing Date less (iii) Liabilities of the Company as of the Call Closing Date.

“Call Notice”: As defined in Section 18.1.

“Call Period”: As defined in Section 18.1.

“Call Right”: As defined in Section 18.1.

“Capital Account”: With respect to any Member, the capital account maintained for such Member in accordance with provisions of Section 5.

“Capital Contribution”: The total amount of cash and the agreed upon gross fair market value of property contributed to the Company by a Member, minus the amount of any liabilities of such Member assumed by the Company or which are secured by any property contributed by such Member to the Company, all as determined pursuant to the terms of this Agreement, without reduction for any Cash Distributions.

“Capital Lease Obligations”: As to any Person, the obligations of such Person to pay rent or any other amount under lease, but only if such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person maintained in accordance with GAAP or with respect to which the amount of the asset and liability thereunder as so capitalized is required to be disclosed in a note to such balance sheet as so capitalized.

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“Cash Distributions”: Distributable Cash actually disbursed or distributed to a Member (including Annual Tax Distributions).

“Cause”: (i) The commission of any act or omission by the Manager that involves fraud, embezzlement or commission of a felony or other crime of similar import; (ii) the commission of any act or omission by the Manager that constitutes financial dishonesty against the Company, the RTI Member, any of their Affiliates, or any other Member; (iii) the Manager’s material dereliction of duty to the Company, any of its Affiliates, or any Member; (iv) the Manager’s refusal or failure to follow the written directives of the Members consistent with the terms of this Agreement if not cured within fifteen (15) days of notice of failure; (v) a breach by the Company under any of the RTI Documents which entitles RTI to terminate such document; (vi) the breach of this Agreement by the Manager which is not cured within fifteen (15) days after notice from RTI; (vii) an Employment Termination Event; (viii) the Bankruptcy of the Manager; or (ix) the default by the Company on any Working Capital Debt, Fixed Asset Debt or Indebtedness of the Company if the holder of any such Indebtedness has declared the Company to be in default.

“Code”: The Internal Revenue Code of 1986, as amended, or the corresponding provisions of any successor law.

“Company”: RT Southwest Franchise, LLC, a Delaware limited liability company.

“Company Sale”: As defined in Section 19.4.1.

“Development Agreement”: The Ruby Tuesday, Inc. Development Agreement between RTI and the Company, with respect to the future development of Restaurants by the Company in the “Territory” as defined and described in the Development Agreement.

“Disability”: Any physical, emotional or mental injury, illness or incapacity which would prevent a person from performing the obligations set forth in this Agreement for at least ninety (90) consecutive days from which condition recovery within ninety (90) days from the date of determination of disability is unlikely. Disability shall be determined by a licensed practicing physician selected by the RTI Member, upon examination of the person; or if the person refuses to submit to an examination, then such person automatically shall be deemed disabled as of the date of such refusal for the purposes of this section. The costs of any examination required by this section shall be paid by the RTI Member.

“Dispose”: To make a Disposition.

“Disposition”: A transfer, gift, bequest, assignment, sale, pledge or other disposition, whether voluntary or by operation of law.

3

“Distributable Cash”: All funds, securities and similar cash or like assets of the Company from whatever source which are available for distribution to the Members, including but not limited to the amounts by which the Company’s cash receipts exceed the Company’s cash disbursements, after being reduced for allowances for reserves for contingencies, working capital and anticipated obligations.

“EBITDA”: On a Company-wide basis, the net income of the Restaurants determined for any period, plus depreciation, amortization, interest, taxes, and non-cash charges for the period for which such net income is determined, all determined in accordance with GAAP.

“Employment Agreement”: As defined in Section 8.8.1.

“Employment Termination Event”: The termination of Executive for “Cause” (as defined in the Employment Agreement), the closing of either the Call Right or the Put Option, or Executive terminates his or her employment for reasons other than death or Disability as provided in Section 5 of the Employment Agreement.

“Fiscal Period”: The shortest regular fiscal period for which RTI requires financial reporting from the Company, which is currently a quarterly 5-4-4 week period.

“Fiscal Year”: The taxable year of the Company for federal income tax purposes, which shall be the calendar year.

“Fixed Asset Debt”: Any and all sums due and owing by the Company to lenders or landlords at any time, whether arising out of, or in connection with, the Acquisition or otherwise, which relates to or is secured by fixed assets of the Company, including without limitation, all obligations of the Company, as lessee, to lessors, to pay rent and other amounts due under leases of Restaurants. Amounts, if any, owed to CNL Financial Services, Inc., or its successor, under its Promissory Note and related documentation, if any, shall be Fixed Asset Debt hereunder.

“GAAP”: Generally accepted accounting principles as in effect in the United States of America, consistently applied.

“General Manager”: As defined in Section 16.3.1.

“Indebtedness”: As to any Person, (i) all obligations (including for the payment of interest, commissions and expenses) of such Person with respect to the repayment of borrowed money and for the deferred purchase price of property, and obligations evidenced by bonds, debentures, notes or other similar instruments including, without limitation, any Fixed Asset Debt and Working Capital Debt, and (ii) all Capital Lease Obligations.

“Indemnitee”: As defined in Section 15.2.

“Laws”: All applicable laws (whether statutory or otherwise), rules, regulations, orders, ordinances, judgments, decrees, orders, writs, injunctions and other requirements having the force of law of all governmental authorities (federal, state, local, foreign or otherwise).

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“Leased Restaurant”: Any Restaurant in which the Company holds a leasehold interest in the real property upon which such Restaurant is located.

“Liabilities”: As to the Company, the aggregate of Indebtedness plus all other liabilities which are of a nature required by GAAP to be set forth on the balance sheet of the Company, including, without limitation, accounts payable, accrued liabilities and deferred taxes. Notwithstanding the foregoing, “Liabilities” shall exclude Indebtedness which is either (i) secured by a mortgage or similar instrument on real property and improvements of the Company, or (ii) a Capital Lease Obligation relating to real property and improvements occupied by the Company, if the fair market value of the real property and improvements equals or exceeds the amount of Indebtedness so secured or so subject to a Capital Lease Obligation. In the event of a dispute with respect to fair market value, the parties to such dispute shall obtain an independent appraisal thereof.

“Lien”: Any security interest, mortgage, pledge, lien, claim, charge, encumbrance, conditional sale or title retention agreement, lessor’s interest under a lease or analogous instrument, affecting a Person’s property or estate.

“Manager”: The Person designated as manager of the Company in accordance with the provisions of Section 8 and its successor(s) as manager determined as provided in Section 8.

“Manager Representative”: Any member, manager, officer, employee or agent of the Manager.

“Member”: Executive and RTI and any other Person who becomes a member in the Company in accordance with the terms of this Agreement.

“Membership Interest”: The entire interest of a Member as a member of the Company, including the Member’s (i) Capital Account, (i) interest in the Company’s Profits and Losses, (ii) interest in the Company’s Taxable Income and Tax Loss; (iv) interest in Distributable Cash; and (v) right to participate as a Member, all to the extent provided in this Agreement and under the Act.

“New Restaurant”: Any Restaurant acquired or opened by the Company within 12 months prior to the Valuation Date.

“Owned Restaurant”: Any Restaurant in which the Company holds fee title to the real property upon which such Restaurant is located.

“Percentage Interest”: With respect to any Member, such member’s Membership Interest expressed as a percentage of all Membership Interests in the Company as such interest may be changed as the result of the exercise of the RTI Option or the admission of any additional Members pursuant to Section 3.2. The initial Percentage Interests of the Members shall be as follows:

Executive	—	99%
RTI	—	1%

5

At the time of the exercise of the RTI Member Option, the Percentage Interests of the Members shall be as follows:

Executive	—	50%
RTI Member	—	50%

The Percentage Interests of the Members may be amended at such other times as the Members agree in writing or upon the admission of an additional Member pursuant to Section 3.2.

“Person”: Any individual, corporation, partnership (general or limited), association, trust, joint stock company, limited liability company, unincorporated organization or other entity.

“Profits” and “Losses”: For each Fiscal Year or other period, an amount equal to the Company’s Taxable Income or Tax Loss for such year or other period, with the following adjustments:

(i) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses shall be added to such Taxable Income or Tax Loss.

(ii) Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures under Treasury Regulations and not otherwise taken into account in computing Profits or Losses shall be subtracted from such Taxable Income or Tax Loss.

(iii) The Manager shall make any further adjustments required under applicable Treasury Regulations (including adjustments required as a result of an election to adjust “book values within the meaning of Treasury Regulation Section 1.704-1(b)(2)(iv)(f)), provided that the Manager shall have obtained the prior written consent of RTI in each instance.

“Purchase Agreement”: As defined in Section 2.6.1.

“Put Closing”: As defined in Section 19.1.

“Put Closing Date”: As defined in Section 19.1.

“Put Equity Value”: the sum of (i) the product of four (4) multiplied by the average of EBITDA of the Company for each of three consecutive twelve (12) month Fiscal Periods, the last of which ends on the Valuation Date, plus (ii) the cash and cash equivalents (excluding non-cash working capital) held by the Company as of the Put Closing Date less (iii) Liabilities of the Company as of the Put Closing Date. In the event three (3) consecutive twelve (12) month periods shall not have elapsed by the Valuation Date, EBITDA shall be annualized for the period commencing on the date hereof and ending on the Valuation Date.

6

“Put Notice”: As defined in Section 19.1.

“Put Option”: As defined in Section 19.1.

“Put Period”: As defined in Section 19.1.

“Restaurants”: All Ruby Tuesday restaurants owned and operated by the Company, including the Acquired Restaurants and any additional Ruby Tuesday restaurants acquired, developed or opened by the Company during the term of the Agreement.

“Restricted Payments”: Any payment of any kind to anyone with a direct or indirect equity interest in the Company (whether as a partner, shareholder, manager, member, or otherwise), or to any of their respective Affiliates, whether characterized as distributions or dividends to partners, shareholders or members, and whether made to them in their capacities as partners, shareholders, members or otherwise, as repayments of loans, or as salary, bonus or other compensation; except for (i) such compensation to Executive under his Employment Agreement, or (ii) any obligations owing to the RTI Member or RTI (or its successors or assigns) under or with respect to the Working Capital Debt, the RTI Documents or other liability or obligation of the Company to the RTI Member to which the Executive has consented.

“RTI”: Ruby Tuesday, Inc., a Georgia corporation, and its successors and assigns.

“RTI Common Stock”: Shares of the common capital stock $.01 par value, of RTI.

“RTI Documents”: The Ruby Tuesday, Inc. Operating Agreement with respect to the Company, the Development Agreement, the Service Agreement and the other agreements and documents referenced in or attached to such agreements.

“RTI Member Option”: The option exercisable by the RTI Member to increase its Percentage Interest to 50% hereunder as provided in Section 17.1 hereof.

“RTI Member Option Closing”: As defined in Section 17.1.

“RTI Member Option Closing Date”: As defined in Section 17.1.

“RTI Member Option Notice”: As defined in Section 17.1.

“RTI Member Option Period”: As defined in Section 17.1.

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“RTI Stock Price” means the average closing price per share of RTI Common Stock as reported in The Wall Street Journal for each of the twenty (20) consecutive trading days ending prior to the Call Closing Date or Put Closing Date, as applicable.

“Service Agreement”: The Ruby Tuesday, Inc. Support Services Agreement between RTI and the Company with respect to the administrative support services to be provided by RTI to the Company as provided therein.

“Taxable Income” or “Tax Loss”: For each Fiscal Year or other period, the positive or negative amount equal to the Company’s taxable income or loss for such year or other period, determined in accordance with Code Section 703(a), except that all items of income, gain, loss or deduction required to be separately stated pursuant to Code Section 703(a)(1) shall be included in taxable income or loss.

“Transferee”: As defined in Section 17.2.

“Treasury Regulations”: The Treasury Regulations promulgated pursuant to the Code.

“Valuation Date”: With respect to a Call Right, the end of the Fiscal Period immediately preceding the date of the Call Notice and, with respect to a Put Option, the end of the Fiscal Period immediately preceding the date of the Put Notice.

“Working Capital Debt”: Any and all sums due and owing by the Company to lenders at any time and however arising which relates to or is secured by the working capital assets of the Company. Amounts owed , if any, under the Line of Credit Agreement between the Company and SunTrust Bank of Atlanta in the principal amount of up to $3.5 million, if any, shall be Working Capital Debt hereunder.

2. FORMATION OF THE COMPANY.

2.1. Formation. The Company was formed upon the filing of a Certificate of Formation of the Company with the office of the Secretary of State of Delaware. The Company constitutes a limited liability company formed pursuant to the Act and shall be governed by and operated in accordance with the provisions of this Agreement.

2.2. Name. The name of the Company is RT Southwest Franchise, LLC.

2.3. Registered Office and Agent. The initial registered office of the Company in Delaware is c/o Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805. The Company’s registered agent at that address is Corporation Service Company.

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2.4. Principal Place of Business. The Company’s principal place of business shall be at 9848 E. Cinnabar Avenue, Scottsdale, Arizona 85258, or such other location as the Manager shall determine with the consent of all Members.

2.5. Term. The term of the Company commenced on the filing of the Certificate of Formation with the Office of the Secretary of State or Delaware and shall continue until December 31, 2047, unless terminated earlier pursuant to the terms of this Agreement.

2.6. Purpose of the Company. The purposes of the Company (collectively referred to as the “Business”) are as follows:

2.6.1. To enter into an agreement (the “Purchase Agreement”) with RTI, as seller, for the purchase of the Acquired Restaurants and related assets currently owned by RTI.

2.6.2. To operate each of the Acquired Restaurants pursuant to the RTI Documents.

2.6.3. To develop from time to time sixteen(16) additional Restaurants pursuant to rights granted to the Company in the Development Agreement, which development may involve the purchase, ownership, lease, maintenance, improvement, management, sale or other disposition of real property, with improvements situated on such real property and the financing of such real property interests and improvements.

2.6.4. Subject to any limitations contained in this Agreement, to do any and all other acts and things which may be necessary, incidental or convenient to carry on the foregoing purposes of the Company.

2.7. Qualifying to do Business in Other States. The Manager shall cause to be filed the required applications to do business in those states where the nature of the Company’s business requires that it be qualified to do business in that state as a foreign limited liability company, including all states where the Acquired Restaurants are located and all states where any other Restaurants are to be located.

3. MEMBERS.

3.1. Members; Percentage Interest. Executive and the RTI Member are the initial Members of the Company and are hereby admitted as Members of the Company as of the date of this Agreement.

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3.2. Additional Members. No additional Persons shall be admitted as Members of the Company except as follows:

3.2.1. The admission of any Person other than the RTI Member or Executive as a Member, with the consent of all Members, in which event such Person shall have a Percentage Interest as shall be agreed upon by all Members, and the Percentage Interest of the other Members shall then be modified proportionately, based upon their then Percentage Interest; and

3.2.2. The admission of a Person as a Member resulting from a Disposition pursuant to Section 16 or 19, in which event the Transferee shall have the Percentage Interest disposed of by the transferor. Executive may transfer certain of his or her Membership Interests to General Managers of the Company, as provided in Section 16.3 of this Agreement.

3.3. Withdrawal of Members. No Member shall have the right or power to withdraw from the Company as a Member, except for a transferor Member whose Assignee is admitted as a Member pursuant to Section 16.5 or except as otherwise provided by this Agreement.

4. CAPITAL CONTRIBUTIONS.

4.1. Initial Capital Contribution. Contemporaneous with the execution of the Agreement: (i) Executive shall make an initial Capital Contribution equal to $100,000 in cash in exchange for 99% of the Membership Interests; and (ii) the RTI Member shall make an initial capital contribution of $1,000, which represents a portion of expenses and fees paid by the RTI Member in connection with the organization and financing of the Company and which shall be deemed a capital contribution hereunder, in exchange for 1% of the Membership Interests.

4.2. Capital Contribution Upon Exercise of Option. Upon exercise of the RTI Member Option, the RTI Member shall make a capital contribution of $500,000 to the Company, payable, at RTI’s option, either in cash or cancellation of Indebtedness of the Company to the RTI Member. Such capital contribution shall be credited solely to the Capital Account of the RTI Member.

4.3. Additional Capital Contributions. Except for Capital Contributions described in 4.1 and 4.2 above, no further Capital Contributions to the Company shall be made by any Person without the consent of all Members.

4.4. No Interest on Capital Contributions. No Member shall be entitled to receive interest on any Capital Contribution.

4.5. Limitation on Withdrawals. No Member shall have the right to demand the withdrawal of any portion of its Capital Account at any time, except as specifically set forth in this Agreement.

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5. CAPITAL ACCOUNTS.

5.1. General Rules. Each Member shall have a Capital Account which shall be maintained in accordance with the following provisions:

5.1.1. Each Capital Account respecting a Membership Interest shall be credited with the amount of the Member’s initial Capital Contribution contributed in accordance with this Agreement.

5.1.2. Each Capital Account respecting a Membership Interest shall be increased by (i) the amount of any additional cash contributed by such Member to the Company; (ii) the fair market value (as agreed to by all Members) of any property contributed by such Member to the Company; (iii) the amount of any Company liabilities assumed by such Member or which are secured by any property distributed to such Member as determined under Code Section 752; and (iv) the amount of any Profits or items thereof allocated to such Member pursuant to this Agreement.

5.1.3. Each Capital Account respecting a Membership Interest shall be reduced by (i) the amount of any cash distributed to such Member from the Company, except cash paid to Executive under the Employment Agreement or cash paid to the RTI Member with respect to amounts owed or owing to the RTI Member; (ii) the fair market value (as agreed to by all Members) of any property distributed by the Company to such Member; (iii) the amount of any liabilities of such Member assumed by the Company or which are secured by any property contributed by such Member to the Company as determined under Code Section 752; and (iv) the amount of any Losses or items thereof allocated to such Member pursuant to this Agreement.

5.2. Further Adjustments to Capital Accounts. The foregoing provisions relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulation §1.704-1(b)(2)(iv), and (to the extent possible) shall be interpreted and applied in a manner consistent with such Treasury Regulation. If the Manager determines that it is necessary or appropriate to modify the manner in which Capital Accounts are computed in order to (i) comply with applicable Treasury Regulations, (ii) select any options available under the Treasury Regulations not otherwise specified in this Agreement (including an election under Treasury Regulation Section 1.704-1(b)(2)(iv)(f) to adjust the “book values” of the Company’s assets and Capital Accounts), or (iii) make adjustments that the Manager deems equitable or practicable and consistent with the Members’ economic interests in the Company, then the Manager may make such modification or adjustment or select such option, provided that such action is first approved by RTI, which approval shall not be unreasonably withheld.

5.3. Effect of Transfer of Membership Interest. In the event that all or a portion of any Membership Interest is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Membership Interest.

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6. ALLOCATIONS OF PROFITS AND LOSSES; TAX ALLOCATIONS.

6.1. General Rules for Allocating Profits and Losses. Except as provided in Section 6.2, Profits and Losses (and each item thereof) shall be allocated among the Members in accordance with the Members’ respective Percentage Interests.

6.2. Special Rules Required by Regulations. Notwithstanding the provisions of Section 6.1, the Company’s allocations of Profits and Losses (or items thereof) shall reflect those adjustments or modifications which the Manager reasonably deems necessary or appropriate to cause the allocations to have “substantial economic effect” as defined in applicable Treasury Regulations. Any such adjustments or modifications must be approved by the RTI Member (which approval shall not be unreasonably withheld).

6.3. Tax Allocation.

6.3.1. For income tax purposes, except as otherwise provided by Laws, all items of income, gain, loss, deduction and credit of the Company for any Fiscal Year shall be allocated among the Members in the same manner that Profits and Losses (and items thereof) are allocated for that year. Any elections or decisions related to tax allocations (to the extent not otherwise provided for in this Section 6) shall be made by the Manager with the consent of all Members in any manner that reasonably reflects the purpose and intention of this Agreement, consistent with applicable Treasury Regulations.

6.3.2. In accordance with Code Section 704(c) and the Treasury Regulations promulgated under the Code, income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members, solely for tax purposes, so as to take into account any variation between the adjusted basis of such property to the Company for federal income tax purposes and its fair market value upon contribution.

6.4. Effect on Allocations of New Members or Assignees. In the event that new Members are admitted to the Company or Persons become Assignees on other than the first day of any Fiscal Year, Profits and Losses for such Fiscal Year shall be allocated among the Members and Assignees in accordance with Code Section 706, using any convention permitted by Law and selected by the Manager with the consent of all Members.

6.5. No Effect on Distributable Cash. The provisions of this Section 6 shall have no relevance whatsoever for purposes of determining each Member’s share of the Company’s Distributable Cash or liquidation proceeds, which shall be determined exclusively in accordance with the provision of Sections 7 and 21, respectively.

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7.0. CASH DISTRIBUTIONS.

7.1. Distribution Priorities. Except as otherwise provided in Sections 7.2, 7.3 and 21.5, all Cash Distributions shall be made to the Members pro rata, based upon their respective Percentage Interests.

7.2. Source of Cash Distributions; Consent Requirement. The Company shall distribute an amount equal to the Annual Tax Distribution as determined under Section 7.3, to the extent Distributable Cash is available in any Fiscal Year for such distribution or within 60 days after the end of such Fiscal Year. Distributions for estimated tax payments actually owed by each Member with respect to Member income may be made for such years that Annual Tax Distributions are projected to be owed. The rate to be determined with respect to each Member shall consider such Member’s actual taxable income inclusive of all other income. Such distributions can be made at any time in the reasonable discretion of the Manager, subject to the prior consent of the RTI Member. To the extent any Cash Distribution constitutes a portion of the Annual Tax Distribution for the prior Fiscal Year, it shall be disregarded for purposes of the Annual Tax Distribution in the current Fiscal Year. With respect to all Cash Distributions in excess of the Annual Tax Distribution with respect to any Fiscal Year, such Cash Distributions shall be distributed to the Members only out of Distributable Cash, in the reasonable discretion of the Manager, but subject in each instance to the prior consent of the RTI Member.

7.3. Annual Tax Distributions. For purposes of Section 7.2, the Annual Tax Distributions payable with respect to any Fiscal Year shall equal the amount which if a positive number is the lesser of the following calculations: (i) the product of the actual net federal and state income taxes by each member incurred on the Taxable Income of the Company in such Fiscal Year, and (ii) the actual net federal and state income taxes by each Member incurred on the cumulative positive or negative Taxable Income of the Company for all previous Fiscal Years of the Company and such Fiscal Year, it being the intent of this section that no Annual Tax Distribution shall be made with respect to Taxable Income which is, on a net basis, offset by negative Taxable Income in prior Fiscal Years.

8. MANAGEMENT OF THE COMPANY.

8.1. Number of Managers. The Company shall have one (1) Manager who shall have the title of President and Chief Executive Officer of the Company.

8.2. Initial Manager. Executive is hereby designated as the initial Manager.

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8.3. No Resignation of Manager. For as long as this Agreement remains in effect, the Manager shall not resign from the office of Manager of the Company.

8.4. Removal of Manager; Vacancy. The RTI Member shall have the right to remove the Manager effective immediately for Cause; provided, however, that the RTI Member will not exercise its right to remove the Manager for Cause during the first twelve (12) consecutive months from the date of this Agreement if the sole reason for the Manager’s removal for Cause would be the breach of the Development Agreement. Upon removal, the RTI Member shall be entitled to exercise its Call Right as provided in Section 18 of this Agreement.

8.4.1. If there is a vacancy in the office of Manager for any reason, including due to a Manager’s removal by the RTI Member pursuant to this Section 8.4, then a successor Manager or Managers (which may be an Affiliate of the RTI Member) shall be selected by the RTI Member in its sole discretion.

8.5. Powers of Manager. Except for situations in which the approval, consent or any other action of the Members is expressly required or permitted by this Agreement or by the Act, including without limitation those matters set forth in Section 10.2 requiring the consent of the RTI Member, the Manager shall have complete authority and responsibility for the management and control of the Business of the Company, including all day-to-day operations of the Business of the Company.

8.6. Obligations of Manager. The Manager shall use good faith efforts to: (i) continue the Company’s existence as a limited liability company under the Laws of Delaware and of every other jurisdiction in which such existence is necessary to protect the limited liability of the Members or to enable the Company to conduct the Business; (ii) carry out the Business in accordance with the provisions of this Agreement, the Business Plan and applicable Laws; and (iii) exercise all powers and authority consistent with the Business of the Company and the terms of this Agreement.

8.7. Meetings with Members. The Manager shall meet with the RTI Member and such other Members who desire to attend, on a regular basis (not less frequently than monthly) by telephone if agreeable to all involved, to keep the RTI Member and the other Members informed of the Company’s affairs.

8.8. Employment Agreement.

8.8.1. Concurrently with the execution of this Agreement, the Company is entering into an employment agreement with Executive (“Employment Agreement”) in the form attached as Schedule 8.8.1, who will serve as President and Chief Executive Officer of the Company. In no event will the aggregate compensation and benefits of Executive exceed amounts provided in the Employment Agreement.

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8.8.2. Executive will be an employee of the Company carrying out the Company’s Business and affairs, and the Company agrees that the Members and the RTI Member are third-party beneficiaries of the Employment Agreement. If the Company shall fail to take any actions on behalf of, or exercise any rights or remedies available to, the Company in connection with the amendment, renewal or termination of the Employment Agreement after written notice to do so from the RTI Member, then the RTI Member may do so in the place and stead of the Company on its behalf, and any actions so taken by the RTI Member in such connection shall constitute the action of the Company and be binding upon the Company and Executive.

8.9. Officers. The Manager, with the consent of the RTI Member, may designate one or more individuals to be officers of the Company, and any officers so designated shall have such title, authorities and duties as the Manager may delegate to them, but in no event to exceed the authority granted to the Manager pursuant to this Agreement. Any officer may be removed as such (i) at any time by the Manager, provided that the president and chief executive officer may only be removed with the consent of the RTI Member, or (ii) by the RTI Member acting alone if the RTI Member removes the Manager pursuant to Section 8.2. Officers may be Affiliates of a Member or the RTI Member. The initial officers of the Company shall be:

James F. Deyo, III	—	President and Chief Executive Officer
None	—	Vice President
None	—	Vice President, Operations
None	—	Controller

8.10. Accountants. The Company shall engage a firm of independent certified public accountants, acceptable in all respects to the RTI Member to audit the affairs of the Company. The Company shall not terminate the services of the accounting firm or select a new accounting firm without the RTI Member’s prior written consent, in each instance.

8.11. Members Not Involved in Management. Except for situations in which the approval, consent or any other action of Executive, the RTI Member or the Members generally is expressly required or permitted by this Agreement or by the Act, the Members shall take no part in the management of, shall not contribute any services to, and shall have no authority to act on behalf of, or to bind, the Company.

8.12. Compensation. No compensation shall be paid to the Manager in its capacity as a Manager except pursuant to the Employment Agreement, without the prior written consent of the RTI Member.

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9. FINANCIAL AND TAX REPORTING; INSPECTION RIGHTS.

9.1. In General. The Manager covenants and agrees to furnish to each of the Members the reports, information, tax returns, other documents and inspection rights set forth in this Section 9.

9.2. Fiscal Period Financial Reports. As soon as available after the end of each Fiscal Period ending before the end of a Fiscal Year, the Manager shall furnish to each Member copies of the Company’s balance sheet as of the end of each such Fiscal Period, and of the related statements of income and cash flows for each such Fiscal Period and for the portion of the Fiscal Year ended with the last day of each such Fiscal Period, all if, as and when prepared.

9.3. Annual Financial Reports. As soon as available, and in any event within 45 days after the end of each Fiscal Year of the Company, the Manager shall furnish to each Member certified copies of the Company’s balance sheet as of the end of such Fiscal Year, and of the related statements of operations, statements of income and cash flows for such Fiscal Year, together with the notes thereto, all in reasonable detail and stating in comparative form the respective figures as of the end of and for the previous Fiscal Year and for such Fiscal Year. Such certified financial statements shall be accompanied by an auditor’s opinion on the statement of operations, balance sheet and statements of income and cash flow along with the appropriate footnote disclosures. Such financial statements shall be prepared in accordance with GAAP and in accordance with generally accepted auditing standards.

9.4. Internal Reports. If, as and when generally disseminated to any other Member, the Manager or executive employees of the Company, the Manager shall furnish to each Member copies of all financial reports, data or the analysis of such data with respect to sales, expenses, cash flow, projections, forecasts, budgets or any other aspect of the financial performance needs of the Company prepared by or on behalf of management of the Company for the uses and purposes of the Company.

9.5. Outside Reports. If, as and when generally disseminated to others, the Manager shall furnish to each Member copies of all financial reports, data or the analysis of such data with respect to sales, expenses, cash flow, projections, forecasts, budgets or any other aspect of the financial performance or needs of the Company prepared by or on behalf of the Company.

9.6. Business Plans. The Manager shall prepare and submit a proposed business plan to the RTI Member for its approval at least 90 days prior to the end of each Fiscal Year. Each such proposed business plan shall be subject to the approval of the RTI Member and when and if such proposed business plan is approved by the RTI Member or any other Member, it shall constitute and be referred to as a “Business Plan.” The Manager shall implement the Business Plan (once so approved) and shall be authorized, without the need for further approval by the RTI Member, to make the expenditures and incur the obligations provided for in the Business Plan. In the event of any material change in any item indicated in the Business Plan, the Manager shall promptly notify the RTI Member and, if requested by the RTI Member, shall prepare and submit to the RTI Member for approval, a revised proposed business plan reflecting such material change.

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9.7. Other Information. With reasonable promptness after reasonably being requested by a Member, from time-to-time, the Manager shall furnish to each Member all such other information regarding the Company’s business condition and financial condition as the Members may from time to time reasonably request including, without limitation, tax information and information relating to Annual Tax Distributions.

9.8. Inspection Rights. At any time and from time to time, each Member shall have the right to visit and inspect any of the Restaurant sites and other properties of the Company, to examine the Company’s books of account and records (and to make copies and extracts therefrom at the Company’s expense), and to discuss the Company’s affairs, finances and accounts with the Company’s officers, employees and accountants.

10. RIGHTS AND OBLIGATIONS OF MEMBERS.

10.1. Limitation on Power to Manage. Except for the additional rights of the RTI Member set forth in Section 10.2 or unless authorized to do so pursuant to this Agreement, no Member, employee or agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable for any obligations.

10.2. Specific Actions Requiring RTI Member Consent. Except to the extent otherwise provided by the Business Plan then in effect for the current Fiscal Year, so long as the RTI Member (or any of its Affiliates) is a Member, then without the prior written consent of the RTI Member, which consent may be granted or withheld in the RTI Member’s sole discretion, the Members covenant and agree as follows:

10.2.1. No Disposition. The Company shall not sell, transfer, otherwise dispose of any of its assets including, without limitation, any of the Restaurants, except for (i) assets with a fair market value, in the aggregate of less than $10,000 in any single transaction or series of related transactions, (ii) sales of inventory in the ordinary course of business, and (iii) the replacement of equipment with new equipment.

10.2.2. No Acquisition. Except for (i) the Acquisition and (ii) the opening of additional Restaurants pursuant to the Development Agreement or the Business Plan, the Company shall not acquire any business on a going-concern basis, whether by the acquisition of assets or of interests (equity or otherwise) in any Person, or otherwise, or make or purchase any investment (including, without limitation, any Indebtedness, any guarantee or any ownership or similar interest in any Person) or make any loan or advance to any Person.

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10.2.3. No Change. The Company shall not change its Business or engage in or conduct any business activities, other than the Business.

10.2.4. Deviate From Business Plan. The Company shall not deviate in any material respect from the Business Plan then in effect for the current Fiscal Year.

10.2.5. No Merger or Dissolution. The Company shall not enter into any transaction of merger or consolidation with any Person or dissolve, liquidate or terminate or commence bankruptcy or insolvency proceedings, or take any steps to effect any such merger, consolidation, dissolution, liquidation, termination, bankruptcy or insolvency.

10.2.6. Additional Capital Contributions. The Company shall not make a call for, or accept from any Member, any additional Capital Contributions.

10.2.7. Borrowings. The Company shall not incur any Indebtedness, or enter into any guarantee or other contingent obligation with respect to any other Person’s Indebtedness, or otherwise create any Lien on any of the Company assets, other than as expressly contemplated by, or pursuant to, the Working Capital Debt, the Fixed Asset Debt, the Business Plan or as otherwise provided in this Agreement.

10.2.8. Affiliates. The Company shall not enter into any agreement, arrangement or other transaction of any kind with any Member or any of its Affiliates, other than as provided in this Agreement.

10.2.9. Compensation. The Company shall not provide, or enter into any agreement or arrangement to provide, any compensation, benefits or other remuneration to any Member or to any member, manager, employee, agent or Affiliate of any Member, other than (i) to Executive under the Employment Agreement, and (ii) to any Affiliate of Executive for services actually rendered to the Company at rates not to exceed customary and usual rates paid for the same or similar services to unrelated third parties on an arm’s-length basis, but in no event to exceed $30,000 in the aggregate in any Fiscal Year.

10.2.10. Distributions. The Company shall not make any Restricted Payments to any Member or its Affiliates, other than (i) Cash Distributions which do not require Member consent under Section 7.2, (ii) payments permitted pursuant to Section 10.2.9, and (iii) distribution pursuant to Section 21.5.

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10.2.11. Operating Agreement. This Agreement shall not be amended, modified, terminated or waived except as provided in Section 23.3.

10.2.12. Membership Interests. Except for the Membership Interests which may be granted to a successor Manager pursuant to this Agreement and the Membership Interests granted to the RTI Member under the RTI Member Option as, if and when it exercises the RTI Member Option, the Company shall not issue any additional Membership Interests or any warrants, options, rights or interests to acquire, or which can be converted into, Membership Interests.

10.2.13. Franchise and Development Agreements. The Company shall not amend, modify, terminate or waive the RTI Documents.

10.2.14. Employment Agreement. The Company shall not take any actions or exercise any rights or remedies with respect to the amendment, renewal or termination of the Employment Agreement. The Company shall not take any other actions or exercise any other rights or remedies available to it under or with respect to the Employment Agreement, other than actions, rights or remedies consistent with the terms of the Employment Agreement and so as not to adversely affect the Company’s interests with respect to the Employment Agreement or the amendment, renewal or termination of such Employment Agreement.

10.3. No Personal Liability. No Member shall be personally liable for any debts, liabilities or obligations of the Company, except as provided in Section 18-607 of the Act.

10.4. Right to List of Members. Upon the written request of any Member, the Manager shall provide a list showing the names, addresses and Percentage Interests of all Members.

10.5. No Priority on Return of Capital Contributions or Distributions. Except as otherwise provided in this Agreement, no Member shall have priority over any other Member as to the return of any Capital Contributions or as to distributions, including Distributable Cash.

10.6. No Right to Participate in or Approve Actions. Except as otherwise provided in the Act or in this Agreement, the Members, in their capacities as Members, shall not have the right to participate in the affairs of the Company or to approve or vote on any action of the Company.

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11. MEETINGS OF THE MEMBERS.

11.1. Call for Meetings. Meetings of the Members for any one or more purposes may be called by (i) the Manager; (ii) any Member having aggregate Percentage Interests of at least 20 percent; or (iii) the RTI Member. Such request shall state the purpose or purposes of the meeting. Meetings of the Members shall be held at the principal executive office of the Company, unless otherwise agreed by the RTI Member and the Executive.

11.2. Notice. Not less than 10 nor more than 60 days before any meeting of the Members, written notice stating the time and place of such meeting, and the purposes for which such meeting is called, shall be delivered or mailed to each Member, at the address of such Member as it appears upon the books of the Company or, if such Member has filed with the Company a written request that notices be mailed to some other address, than to the address designated in such request.

11.3. Quorum and Voting. Members owning a majority of the Percentage Interests shall constitute a quorum if present in person or by proxy. On all matters on which the Members have the right to vote as provided in this Agreement or applicable Law, the affirmative vote of Members owning Membership Interests constituting a majority of the Percentage Interests shall decide any such election or question brought before the meeting, unless the election or question is one upon which, under an express provision of Law or this Agreement, a different vote is required (including without limitation those items specified in Section 10.2), in which case such express provision shall govern and control the decision of such election or question.

11.4. Proxies. At any meeting of the Members, a Member may vote by proxy executed in writing by the Member or by the Member’s duly authorized attorney-in-fact. Such proxy shall be filed with the Company before or at the time of the meeting. Unless otherwise provided therein, a proxy shall not be valid more than three years after the date of its execution, unless the proxy provides for a longer period.

11.5. Waiver of Notice. Whenever written notice is required to be given to a Member, a written waiver of notice signed by the Member entitled to such notice (whether, in the case of notice of a meeting, the written waiver of notice is signed before or after the meeting) shall be in all respects tantamount to notice. Attendance of a Member at a meeting of the Members shall constitute a waiver of notice of such meeting, except where a Member attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

11.6. Action by Written Consent or Telephone Conference. Any action permitted or required by the Act or this Agreement to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the

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Members entitled to vote on such action, owning no less in Percentage Interests than the aggregate amount required to approve the action. Such consent shall have the same force and effect as a vote at a meeting, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Members. Subject to the requirements of the Act, Members may participate in and hold a meeting by means of a telephone conference or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a Person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

12. TRANSACTION COSTS; WORKING CAPITAL DEBT; FIXED ASSET DEBT.

12.1. Payment or Reimbursement of Transaction Costs. Upon the Acquisition Closing, $1,000 of all costs incurred by the RTI Member in connection with the formation of the Company and the acquisition of the Acquired Restaurants shall be contributed to the capital of the Company by the RTI Member in exchange for its Membership Interest, as provided in Section 4.1 hereof.

12.2. Working Capital Debt. In order to fund working capital for the Company, the Company will incur the Working Capital Debt. It is also possible that the Company will borrow additional funds from the lender(s) of the Working Capital Debt or enter into leases with such lender at various times in order to fund the development of additional Restaurants or the acquisition of assets. The Company and the Executive acknowledge and agree that the obligations owing by the Company (and any guarantors or other Persons) to such lender (or its successors or assigns) at any time, whether now or in the future, with respect to any Working Capital Debt will be the absolute and unconditional obligations of the Company in all events and under all circumstances and will not be impaired or otherwise affected to any extent or subject to any defenses, counterclaims or rights of recoupment notwithstanding the relationship between the RTI Member (or any of its successors or assigns) and the Company or Executive, or any act or failure to act on the part of the RTI Member (or any of its successors or assigns), or any claim of the Company or Executive against the RTI Member or such lender (or any of their successors or assigns), whether arising under this Agreement or otherwise.

12.3. Fixed Asset Debt. In order to fund fixed asset requirements of the Company, the Company will incur the Fixed Asset Debt. It is also possible that the Company will borrow additional funds from the lender(s) of the Fixed Asset Debt or enter into leases with such lender at various times in order to fund the development of additional Restaurants or the acquisition of assets. The Company and the Executive acknowledge and agree that the obligations owing by the Company (and any guarantors or other Persons) to such lender (or its successors or assigns) at any time, whether now or in the future, with respect to any Fixed Asset Debt will be the absolute and unconditional obligations of the Company in all events and under all circumstances and will not be impaired or otherwise affected to any extent or subject to any

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defenses, counterclaims or rights of recoupment notwithstanding the relationship between RTI and the RTI Member (or any of its successors or assigns) and the Company or Executive, or any act or failure to act on the part of the RTI Member (or any of its successors or assigns), or any claim of the Company or Executive against the RTI Member or such lender (or any of their successors or assigns), whether arising under this Agreement or otherwise.

13. REPRESENTATIONS.

13.1. Organization and Authority of the Executive. The Executive represents and warrants as of the date of this Agreement and as of the Acquisition Closing, as follows:

13.1.1. He or she has the capacity and power to enter into this Agreement.

13.1.2. The execution and delivery of this Agreement and performance of this Agreement have been duly authorized by all necessary action on his or her part and do not violate or constitute a breach of any agreement, instrument, order or judgment to which he or she is a party or by which he or she is bound.

13.1.3. This Agreement has been duly executed and delivered and constitutes his or her valid and binding agreement enforceable against him or her in accordance with its terms, subject to the effect of applicable bankruptcy and insolvency Laws and general equitable principles.

13.1.4. There is no litigation pending or, to his or her knowledge, threatened, against him or her seeking to enjoin or challenge any of the transactions contemplated by this Agreement.

13.1.5. As of the date of this Agreement, all of the Membership Interests are owned beneficially and of record by all Members.

13.1.6. The Executive (i) is acquiring his or her Membership Interest solely for his or her own account, for investment, and is not being purchased with a view to resale or distribution, in whole or in part, (ii) has no contract, undertaking, understanding, agreement or arrangement, formal or informal, with any person to sell, transfer or pledge all or any portion of his or her Membership Interest in the Company, and (iii) has no plans to enter into any such contract undertaking, understanding, agreement or arrangement. Executive represents that he or she has knowledge and experience in business and financial matters, is able to evaluate the risks and benefits of investment in the Membership Interest, has received all information concerning the Company and the RTI Member as he or she deems relevant and has had the opportunity to obtain additional information as desired in order to evaluate the merits of and the risks inherent in acquiring the Membership Interest and otherwise performing his or her obligations under this Agreement and the transactions contemplated hereby.

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13.2. Organization and Authority of RTI Member. The RTI Member represents and warrants as of the date of this Agreement and as of the Acquisition Closing, as follows:

13.2.1. It is duly organized, validly existing and in good standing under the Laws of the State of Georgia.

13.2.2. The execution and delivery of this Agreement and performance under this Agreement have been duly authorized by all necessary action on its part, do not violate the terms of its certificate of incorporation or bylaws and do not violate or constitute a breach of any material agreement, instrument, order or judgment to which it is a party or by which it is bound.

13.2.3. This Agreement has been duly executed and delivered on its behalf by a duly authorized signatory and constitutes its valid and binding agreement enforceable against it in accordance with its terms, subject to the effect of applicable bankruptcy and insolvency laws and general equitable principles.

13.2.4. There is no litigation pending or, to its knowledge, threatened against it seeking to enjoin or challenge any of the transactions contemplated by this Agreement.

14. RIGHT TO ENGAGE IN COMPETITIVE ACTIVITIES.

14.1. RTI Member Activities. Each Member understands that the RTI Member, or its Affiliates (except Executive who shall have no right to actively engage in any other business activities as provided in his Employment Agreement), may be interested, directly or indirectly, in various other businesses and undertakings not included in the Business of the Company but which may be directly competitive with the Business of the Company. Each Member also understands that the conduct of the Business of the Company may involve business dealings with such other businesses or undertakings. The Executive hereby agrees that the creation of the Company and the assumption by each of the Members of their duties under this Agreement shall be without prejudice to their rights (or the rights of their Affiliates) to have such other interests and activities and to receive and enjoy profits or compensation from them, and Executive waives any rights it might otherwise have to share or participate in such other interests or activities of the RTI Member or its Affiliates.

14.2. Executive Activities. In order to protect the goodwill and unique qualities of the Company, during the term hereof and for a two-year period following termination of this Agreement, the Executive agrees and covenants as follows:

(a) The Executive specifically acknowledges that, pursuant to this Agreement, he or she will receive valuable training, trade secrets and confidential information, including, without limitation, information regarding the operational, sales, promotional and marketing methods and techniques of the Company which are beyond the present skills and experience

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of the Executive and the managers and employees. The Executive acknowledges that such specialized training, trade secrets and confidential information provide a competitive advantage and will be valuable to him or her in the development and operation of the Restaurants. In consideration for such specialized training, trade secrets, confidential information and rights, during the term of this Agreement, except as otherwise approved in writing by the Company, the Executive, either directly or indirectly, for himself or herself or through, on behalf of or in conjunction with any person(s), partnership or corporation, and any Affiliate of the Executive, shall not:

(1) Divert, or attempt to divert, any business or customer of the Restaurants or the Company to any competitor, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with the Proprietary Marks (as defined in the Ruby Tuesday, Inc., Operating Agreement executed by and between RTI and the Executive (the “RTI Operating Agreement”) and the System (as defined in the RTI Operating Agreement).

(2) Own, maintain, operate, engage in, or have any financial or beneficial interest in (including any interest in corporations, partnerships, trusts, unincorporated associations or joint ventures), advise, assist or make loans to, any business that is of a character and concept similar to the Restaurants or the Company, including a casual dining restaurant business which offers as a primary menu item or mix of menu items, soups, sandwiches, chicken, ethnic cuisine, health or fitness oriented dishes and a full bar, and which business is located within the United States, its territories or commonwealths, or any other country, province, state or geographic area in which the Company has used, sought registration of or registered the same or similar Proprietary Marks or operates or licenses others to operate a business under the same or similar Proprietary Marks.

(b) For a continuous uninterrupted period commencing upon the expiration, termination of (regardless of the cause for termination), or transfer of all of the Executive’s interest in this Agreement, or the RTI Operating Agreement, and continuing for two years thereafter, except as otherwise approved in writing by the Company, the Executive, directly or indirectly, for himself or herself, on behalf of or in conjunction with any Person, Persons, partnership, or corporation, and any Affiliate of the Executive shall not:

(1) Divert, or attempt to divert, any business or customer of the Restaurants or the Company hereunder to any competitor, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with the Proprietary Marks and the System.

(2) Employ, or seek to employ, any person who is at that time, or has been within the preceding six (6) months, employed by the Company or by any other operator or developer of the Company, or otherwise directly or indirectly induce such person to leave that person’s employment, except as may be permitted under any existing development agreement or operating agreement between the Company and the Executive.

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(3) Own, maintain, operate, engage in, or have any financial or beneficial interest in (including any interest in corporations, partnerships, trusts, unincorporated associations or joint ventures), advise, assist or make loans to, any business that is of a character and concept similar to the Restaurants, including a casual dining restaurant business which offers as a primary menu item or mix of menu items, soups, sandwiches, chicken, ethnic cuisine, health or fitness oriented dishes and a full bar, which business is, or is intended to be located within a ten-mile radius of any Ruby Tuesday restaurant or other food service facility in existence or under construction (or where land has been purchased or a lease has been executed for the construction of a Ruby Tuesday restaurant or other food service facility) as of the expiration or termination of, or the transfer of all of the Executive’s interest in, this Agreement.

15. LIABILITY AND INDEMNIFICATION.

15.1. No Liability. No Member or Manager shall be personally liable to the Company or other Members in acting on behalf of the Company or in such Person’s capacity as a Member or Manager, except as otherwise required by applicable Law, provided that such Person’s actions or omissions did not constitute fraud, bad faith, negligence, gross negligence, willful misconduct, or breach of this Agreement.

15.2. Right to Indemnification. To the fullest extent permitted by Law, each Member and Manager and all of their respective shareholders, members, partners, directors, managers, officers, agents and employees (individually, an “Indemnitee”) shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, whether joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, by reason of its status as a Member or Manager or a shareholder, member, partner, officer, director, manager, agent or employee of such Member or Manager at the time any such liability or expense is paid or incurred if (a) the Indemnitee acted in good faith and in a manner it reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe its conduct was unlawful, and (b) the Indemnitee’s conduct did not constitute negligence, gross negligence, willful misconduct or a breach of this Agreement.

15.3. Advance Payment. To the fullest extent permitted by Law, expenses incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding subject to this Section 15 shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon the

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receipt by the Company of (a) a written affirmation of such Indemnitee’s good faith belief that such Indemnitee has met the standard of conduct necessary for indemnification under this Section 15, and (b) an undertaking by or on behalf of the Indemnitee (together with appropriate security therefor) to repay such amount unless it shall be determined that such Person is entitled to be indemnified as authorized in this Section 15.

15.4. No Additional Liability for Members. Any indemnification under this Section 15 shall be satisfied solely out of the Company’s assets. In no event may an Indemnitee subject any Member (or any of its Affiliates) to personal liability by reason of these indemnification provisions, nor shall the indemnification under this Section 15 result in any liability of a Member (or any of its Affiliates) to third parties.

15.5. Limitations on Indemnification. Notwithstanding anything to the contrary contained in this Section 15, no Person shall be entitled to indemnification under this Section 15 if any such indemnification shall be determined to be contrary to applicable Law or if a court of competent jurisdiction determined that such Person is not entitled to indemnification because such Person did not act in good faith or did not act in a manner that such Person reasonably believed was in or not opposed to the best interests of the Company.

16. RESTRICTIONS AGAINST DISPOSITION.

16.1. General Restriction. No Member shall make any Disposition unless the Disposition is made in accordance with the provisions of this Section 16. Any Disposition contrary to the provisions of this Section 16 shall be void. The Members agree that any proposed Disposition or offer of Disposition contrary to the provisions of this Section 16 would result in irreparable harm to the Company and the other Members, and that the Company and the other Members shall each accordingly be entitled, as a matter of right, to injunctive relief in any court or other forum of competent jurisdiction for the purpose of restraining or rescinding such Disposition or offer of Disposition. This remedy shall be in addition to and not exclusive of any other remedy available to the Company or the other Members at Law or in equity or pursuant to any other provision of this Agreement.

16.1.1. The death, removal, dissolution, bankruptcy, insanity, incompetency, legal incapacity or any other involuntary withdrawal of any Member shall not dissolve or terminate the Company. In the event of such involuntary withdrawal, the legal representative of such Member shall be deemed to be the Assignee of such Member’s Membership Interest and may become a substitute Member upon the terms and conditions set forth in Section 16.5. Such representative shall be responsible for all the obligations to the Company of such Member.

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16.2. Transfers by the RTI Member. Notwithstanding anything to the contrary contained in this Agreement, the RTI Member shall be entitled without the consent or approval of the Manager or any other Member to Dispose of all or any part of its Membership Interest, whether to any of its Affiliates or otherwise. Specifically, and without limitation to the foregoing, Manager and any other Member agrees that the RTI Member may sell its assets to a third party; may offer its securities privately or publicly; may merge, spin off, acquire other corporations or be acquired by another corporation; may undertake a refinancing, recapitalization, leveraged buyout or other economic or financial restructuring; and with regard to any or all of the above sales, assignments and dispositions, Manager and all Members expressly and specifically waive any claims, demands, or damages against the RTI Member arising from any such transaction. Nothing contained in this Agreement shall require the RTI Member to offer any services or products to the Company either prior or subsequent to any assignment of its rights in this Agreement.

16.3. Dispositions of Interests of Executive. During the term of the Agreement, the Executive shall not sell, assign, transfer, convey, give away, mortgage or otherwise encumber or dispose of all or any part of his or her Membership Interests, except as follows:

16.3.1. Executive may, upon the prior written consent of the RTI Member, which shall not be unreasonably withheld, transfer or convey not more than ten (10%) percent of his or her Membership Interests to any and all Persons employed as General Managers of the Company (the “General Manager”), for such consideration as the Executive shall deem appropriate. In such event, the General Manager(s) will enter into an agreement reasonably satisfactory to the Company and the RTI Member under which he or she agrees to be bound by the terms of this Agreement, including, without limitation, the obligation of such General Manager(s) to sell his or her Membership Interests upon a call of Executive’s Membership Interests as provided in Section 18 of this Agreement.

16.3.2. Executive shall be entitled to dispose of all of his or her Membership Interests upon his or her death in accordance with the Executive’s last will and testament or the laws of intestacy, provided that the beneficiaries or heirs agree to enter into an agreement reasonably satisfactory to the Company and the RTI Member under which such heirs or beneficiaries agree to be bound by the terms of this Agreement, including without limitation the obligation of such heirs or beneficiaries to sell his or her Membership Interests upon a call of Executive’s Membership Interest as provided in Section 18 of this Agreement.

16.4. Effect of Disposition on Assignee, Transferor and Company. The Assignee of a Membership Interest shall have no right to participate in the business and affairs of the Company or to become a substitute Member (other than the right to share in the Profits or Losses, Taxable Income or Tax Loss and Cash Distributions attributable to the Membership Interest transferred to such Assignee), unless and until the Assignee is admitted as a substitute Member pursuant to the provisions of Section 16.5. The Assignee of a Membership Interest shall be subject to all of the restrictions and liabilities of the transferor Member to the extent of the Membership Interest transferred to such Assignee; provided, however, that the transferor Member shall not be relieved of any of its obligations under this Agreement with respect to the Membership Interest so transferred,

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unless and until the Assignee is admitted as a Member pursuant to Section 16.5. In the absence of notice to the Manager and Members of the Disposition of any portion of a Membership Interest, whether by operation of Law or otherwise, any distribution or other payment to a transferor shall acquit the Company and the Manager and Members of liability, to the extent of such payment, to any other Person who may be interested in such payment.

16.5. Admission of Assignee as Substitute Member. If a Membership Interest is transferred to an Assignee as permitted in accordance with Sections 16.2, 17, 18, or 19, then the Assignee shall be admitted as a substitute Member and shall be vested with all of the rights and powers, but subject to all of the restrictions and liabilities, of the transferor to the extent of the Membership Interest transferred, provided that if the transferee is not then a Member, it shall execute an instrument accepting and agreeing to be bound by all terms and conditions of this Agreement.

17. RTI MEMBER OPTION.

17.1. Grant of RTI Member Option. The RTI Member shall have the option (the “RTI Member Option”), exercisable at any time after the third (3rd) anniversary of the date of this Agreement (the “RTI Member Option Period”), to purchase from the Company additional Membership Interests so that after such purchase, the RTI Member’s Percentage Interest shall be fifty (50%) percent, subject to the terms and conditions set forth in this Section 17. If the RTI Member desires to exercise the RTI Member Option, it shall deliver to the Company a notice (the “RTI Member Option Notice”) of such intention at any time during the RTI Member Option Period. If the RTI Member Option Notice is given, then the RTI Member shall be obligated to purchase, and the Company shall be obligated to sell, free and clear of all Liens, such additional Membership Interest at a closing (the “RTI Member Option Closing”) held on that date specified by the RTI Member which is not more than 120 days after the date of the RTI Member Option Notice, or such later date as shall be mutually agreed upon (the “RTI Member Option Closing Date”). The RTI Member Option may be exercised for an exercise price of $500,000.

17.2. Transferees; Payment; Deliveries at Closing. The RTI Member may designate, at least 15 days prior to the RTI Member Option Closing, one or more Persons to be the ultimate transferees of the Membership Interest to be purchased under the RTI Member Option (such ultimate transferees being referred to as the “Transferee”). No designation of a third party Transferee shall relieve the RTI Member of its obligations to purchase the additional Membership Interest. At the RTI Member Option Closing, the Company shall execute and deliver an Issuance of Membership Interest, in the form of Schedule 17.2. At the RTI Member Option Closing, the Transferee shall pay the purchase price for the Membership Interest, determined in accordance with Section 17.1, by wire transfer in immediately available federal funds to such account as shall be designated by the Company.

17.3. Failure by Transferee to Close. In the event that the Transferees fail to consummate the purchase at the RTI Member Option Closing, then the Company shall be entitled to all rights and remedies available under this Agreement, at Law or in equity, with respect to the failure by a Transferee to consummate the purchase.

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18. CALL RIGHT.

18.1. Grant of Call Right. The RTI Member shall have the option (the “Call Right”), exercisable at any time following (i) the sixth (6th) anniversary of the date of this Agreement, (ii) the death or Disability of Executive, or (iii) the occurrence of an event or condition constituting “Cause” hereunder (the “Call Period”), to purchase all (but not less than all) of the Membership Interest issued to the Executive or any Member (other than the RTI Member) under this Agreement, subject to the terms and conditions set forth in this Section 18. If the RTI Member desires to exercise the Call Right, it shall deliver to the Executive a notice (the “Call Notice”) of such intention at any time during the Call Period. If the Call Notice is given, then the RTI Member shall be obligated to purchase, and the Executive and any Member (other than the RTI Member) (the “Selling Member”) shall be obligated to sell, free and clear of all Liens, the Selling Member’s Membership Interest at a closing (the “Call Closing”) held on that date which is not more than 120 days after the date of the Call Notice as specified by the RTI Member, or such later date as shall be agreed upon by Executive (the “Call Closing Date”) for a purchase price calculated as set forth in Section 18.

18.2. Call Purchase Price. In the event that the Call Option is exercised, then the purchase price to be paid for the Membership Interest of the Selling Members shall be equal to the product of (i) such Selling Member’s Percentage Interest multiplied by (ii) the Call Equity Value.

18.3. Transferees; Payment; Deliveries at Closing. The RTI Member may designate, at least 15 days prior to the Call Closing one or more Persons to be the ultimate transferees of the Selling Members’ Membership Interest (such ultimate transferees, whether the Company, RTI or others, being referred to as the “Transferee”). No designation of a third party Transferee shall relieve RTI of its obligations to purchase the Selling Members’ Membership Interest upon exercise of the Call Option. At the Call Closing, the Selling Members shall execute and deliver an Assignment of Membership Interest, in the form of Schedule 18.3. At the Call Closing, the Transferees shall pay the purchase price for the Selling Members’ Membership Interest, determined in accordance with Section 18.2, by wire transfer in immediately available federal funds to such account as shall be designated by such Selling Member.

18.4. Failure by Transferee to Close. In the event that the Transferees fail to consummate the purchase at the Call Closing, then the Selling Members shall be entitled at any time after the date scheduled for such closing to all rights and remedies available under this Agreement, at Law or in equity, with respect to a failure by a Transferee to consummate the purchase at a Call Closing.

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19. PUT OPTION.

19.1. Grant of Put Option. The Executive shall have the option (the “Put Option”), exercisable at any time on the later of (i) the tenth (10th) anniversary of the date of this Agreement or (ii) Executive having attained the age of fifty-five (55) (or in the event of death of Executive, that date which Executive would have attained the age of 55), but only for a period of six (6) months following the event giving rise thereto (the “Put Period”), to sell all (but not less than all) of the Membership Interest then held by the Executive (or his or her heirs or beneficiaries under Section 16.3.2) to the RTI Member, subject to the terms and conditions set forth in this Section 19. If the Executive desires to exercise the Put Option, it shall deliver to the RTI Member a notice (the “Put Notice”) of such intention at any time during the Put Period. If the Put Notice is given, then the RTI Member shall be obligated to purchase, and the Executive or his heirs or beneficiaries shall be obligated to sell, free and clear of all Liens, the Executive’s Membership Interest at a closing (the “Put Closing”) held on that date which is 120 days after the date of the Put Notice, or such earlier date as shall be mutually agreed upon (the “Put Closing Date”) for a purchase price calculated as set forth in Section 19.2. The Put Option shall not be exercisable by the Executive at a time that there is existing an event or condition which would constitute “Cause” under this Agreement and shall not be exercisable by any party to whom Executive has transferred any portion of Executive’s Membership Interest under Section 16.3.1 of this Agreement.

19.2. Put Purchase Price. In the event that the Put Option is exercised, then the purchase price to be paid for the Executive’s Membership Interest shall be equal to the product of (i) the Executive’s Percentage Interest multiplied by (ii) the Put Equity Value.

19.3. Transferees; Payment; Deliveries at Closing. The RTI Member may designate, at least 15 days prior to the Put Closing, one or more Persons to be the ultimate transferees of the Executive’s Membership Interest (such ultimate transferees, whether the Company, the RTI Member or others, being referred to as the “Transferee”). No designation of a third-party Transferee shall relieve the RTI Member of its obligations to purchase the Executive’s Membership Interest. At the Put Closing, the Executive shall execute and deliver an Assignment of Membership Interest in the form of Schedule 19.3. At the Put Closing, the Transferees shall pay the purchase price for the Executive’s Membership Interest, determined in accordance with Section 19.2, at the option of the RTI Member either (i) in cash, by wire transfer in immediately available federal funds to such account as shall be designated by the Executive, (ii) by delivery of that number of shares of RTI Common Stock determined by dividing the put purchase price determined in accordance with Section 19.2 by the RTI Stock Price, or (iii) by a combination of such cash and shares of RTI Common Stock.

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19.4. Failure by Transferee to Close.

19.4.1. In the event that the Transferees fail to consummate the purchase at the Put Closing, then the Executive shall be entitled at any time after the date scheduled for such closing to negotiate and arrange for the sale or other disposition on behalf of the Company of the Business and other assets of the Company to an unrelated third party in an arm’s-length transaction (a “Company Sale”). The exercise by the Executive of its right to effectuate a Company Sale shall be the Executive’s sole and exclusive remedy with respect to a failure by the Transferees to consummate the purchase at a Put Closing.

19.4.2. The Executive shall be entitled to determine the form and any terms of any Company Sale and whether the Company Sale shall be effected by a sale of all of the Membership Interests, a merger or consolidation, a sale of substantially all of the assets of the Company or otherwise.

If the Executive shall obtain an offer for a Company Sale which the Executive wishes to accept, then the Company, the RTI Member and all of their respective successors and assigns shall be obligated to take such actions as the Executive shall require in order to consummate and effect such Company Sale. Such actions shall include any and all approvals and affirmative votes of the Members as may be required by this Agreement or under applicable Laws, as well as the execution and delivery of any and all documents necessary in order to effect such Company Sale. In addition to the foregoing, in the event of any Company Sale, the Executive shall be entitled to execute and deliver any and all documents on behalf of the Company and to take any and all actions on behalf of the Company to effect a Company Sale, all of which shall be deemed to be duly authorized and be binding on the Company.

19.4.3. If the Executive has elected to cause a Company Sale and in the event that any such Company Sale is effected, then the Executive shall be deemed to have been designated by the Manager and all of the Members to oversee and conduct the termination, dissolution, liquidation and winding-up of the Company in accordance with the provisions of this Agreement. In such event, the Executive shall proceed with the liquidation of the Company and apply and distribute the proceeds available upon such liquidation in accordance with the provisions of Section 21.5.

20. ACCOUNTING AND TAX MATTERS.

20.1. Books and Records — Right to Inspect. The Company shall keep adequate books and records reflecting all financial activities of the Company. Such books and records shall be maintained at the principal office of the Company (unless otherwise maintained by the RTI Member under the Service Agreement) and may be inspected and audited by any Member or the RTI Member or such Member’s or the RTI Member’s duly authorized representative at any time during business hours at the office of the Company.

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20.2. Federal Income Tax Information Return. The Company shall file a federal income tax information return and all other tax returns required to be filed by the Company for each Fiscal Year. Unless prepared by the RTI Member under the Service Agreement, the Manager shall arrange for those returns to be prepared, shall furnish each Member with information necessary for preparing such Member’s income tax returns (including, but not limited to Schedule K-1), and shall use its best efforts to furnish such information on a timely basis, but in no event later than 60 days after the end of each Fiscal Year.

20.3. Tax Matters Member. The Manager is designated as the Tax Matters Member of the Company for purposes of Code Section 6231(a)(7). Such designation shall be implemented in accordance with applicable Treasury Regulations and Internal Revenue forms. To the extent provided in Code Sections 6221 through 6231, the Tax Matters Member is authorized and directed to represent the Company, at the Company’s expense, before taxing authorities or courts of competent jurisdiction in tax matters affecting the Company, and to expend Company funds for professional services and costs associated with such tax matters; provided, however, the Tax Matters Member shall be required to obtain the written consent of the RTI Member before taking any such action. The Tax Matters Member shall report to other members before taking any action or making any decision which could have an effect on the outcome of a tax examination, administrative proceeding or litigation involving the Company. The Tax Matters Member shall provide the other Members with periodic information or reports regarding the conduct of any such examination, proceeding or litigation within a reasonable period of time after the occurrence of any material developments. The rights granted to the Tax Matters Member under this Section 20.3 are in addition to any other rights which the Tax Matters Member has under this Agreement or applicable Laws.

20.4. Income Tax Elections. The Tax Matters Member is authorized to cause the Company to make such elections for income tax purposes as the Tax Matters Member deems advisable, including, in the event of a transfer of all or a part of a Membership Interest of any Member, an election pursuant to Code Section 754 to adjust the basis of the assets of the Company. In the event that the Executive disposes all or a part of its Membership Interest as permitted in this Agreement, the Members shall make an election pursuant to Code Section 754, if requested by the transferee. The Tax Matters Member shall elect to be taxed as a partnership for federal income tax purposes as provided in Treasury Regulation § 301.7701-3(c).

21. DISSOLUTION, LIQUIDATION AND TERMINATION.

21.1. Dissolution. The Company shall dissolve and its affairs shall be wound up upon the first to occur of the following:

21.1.1. The affirmative vote or written consent of the RTI Member and the Executive;

21.1.2. The entry of a decree of judicial dissolution under the Act;

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21.1.3. The sale or other disposition of all or substantially all of the assets of the Company, unless the Company acquires, as consideration, a lease or deferred payments, in which case the Company shall be dissolved when determined by the written consent of the Members pursuant to Section 21.1.1.

21.1.4. The Bankruptcy of a Member; or

21.1.5. December 31, 2047.

21.2. Continuation of the Company. Notwithstanding the provisions of Section 21.1, the occurrence of an event referred to in Section 21.1.4 shall not cause the dissolution of the Company if the other Members, by the affirmative vote of the remaining Members owning more than 50% of the Percentage Interests owned by all of the other Members and more than 50% of the capital interests owned by all of the other Members, elect to continue the business of the Company.

21.3. No Dissolution. Except as otherwise provided in Section 21.1.4, the Company shall not dissolve as the result of the death, retirement, resignation, expulsion or dissolution of any Member, or upon the occurrence of any other event (other than an event referred to in Section 21.1.4) which terminates the continued membership of a Member under this Agreement or under the Act. In such event, the Members shall take whatever steps may be required under the Act to continue the business of the Company.

21.4. Liquidation of Assets Upon Dissolution.

21.4.1. Upon dissolution of the Company, the Manager shall cause the Company’s assets to be sold or retained for distribution in kind, as the Manager determines to be appropriate but subject in each case to the approval of the RTI Member. Pending the sale or distribution of the Company’s assets, the Company may continue to operate and otherwise deal with the assets of the Company.

21.4.2. In the event it becomes necessary to make a distribution of Company property in kind, such property shall be transferred and conveyed to the Members or their assignees so as to vest in each of them an interest in the whole of said property equal to their interests in the liquidating distributions in accordance with this Section 21. Any valuation of Company property shall be made by a firm of certified public accountants, appraisers or investment bankers selected by the Manager and approved by the RTI Member.

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21.5. Distribution of Liquidation Proceeds. The proceeds of any sales made pursuant to Section 21.4, plus any unsold assets of the Company, shall be distributed as follows:

21.5.1. First, all debts and liabilities of the Company shall be paid and discharged;

21.5.2. Second, such reserves shall be established and funded in the amounts which the Members deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company. Reserve funds shall be segregated for purposes of disbursing such amounts in payment of any of the contingencies, liabilities or obligations of the Company arising out of or in connection with the Company, and at the expiration of such period as the Members shall deem advisable, the balance remaining shall be distributed as provided below; and

21.5.3. Third, any remaining assets of the Company shall be distributed to the Members pro rata, based upon each Member’s positive Capital Account balance until all Member’s Capital Account balances have been reduced to zero.

21.5.4. Fourth, any remaining assets of the Company shall be distributed to the Members in accordance with their Percentage Interests.

21.6. No Obligation to Restore Deficit. Upon the liquidation of the Company, if any Member has a deficit balance in its Capital Account (after giving effect to all Capital Account adjustments for all periods including the final Fiscal Year of the Company), such Member shall have no obligation to make any capital contribution to the Company merely because of the existence of such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever.

21.7. No Recourse Against Manager or Other Members for Return of Capital. Members shall look solely to the assets of the Company for the return of their Capital Contributions, which shall be returned, if at all, from distributions, if any, made as provided in this Agreement, and they shall have no recourse against any other Member or any Manager.

21.8. Certificate of Cancellation, Certificates of Withdrawal. Upon the completion of winding up of the Company, a Certificate of Cancellation shall be filed with the Office of the Secretary of the State of Delaware and Certificates of Withdrawal (or other certificates having the same effect) shall be filed with the appropriate official in any state where the Company is then qualified to do business. These certificates shall set forth the information required by applicable Law.

22. BAR AGAINST CERTAIN ACTIONS CAUSING DISSOLUTION.

Except as expressly permitted by this Agreement, a Member shall not take any voluntary action which would result in the dissolution of the Company under the Act.

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23. MISCELLANEOUS.

23.1. No Partition. Each Member irrevocably waives the benefit of any provisions of Law which may provide for the partition of real or personal property and agrees that it will not resort to any action at Law or equity to partition any property of the Company.

23.2. Notices.

23.2.1. Whenever under the terms of this Agreement notice is required to be given, it shall be in writing and shall be deemed given: (i) when hand delivered; (ii) four (4) business days after being mailed, postage prepaid, by registered or certified mail, return receipt requested; or (iii) one (1) business day after being sent by next business day delivery by Federal Express or other reputable overnight courier service providing delivery confirmation. Notices shall be addressed to the Members at their addresses set forth on the books and records of the Company. Any Member may change that Member’s address at any time by notice to the Company.

23.2.2. In the case of any notice under this Agreement to the RTI Member, copies of such notice shall be delivered (in the manner specified in Section 23.2.1) to:

Ruby Tuesday, Inc.

4721 Morrison Drive

Mobile, Alabama 36609

Attn: J. Russell Mothershed

Facsimile No.: 334/344-9513

23.2.3. In the case of any notice under this Agreement to Executive, a copy of such notice shall be delivered (in the manner specified in Section 23.2.1) to:

RT Southwest Franchise, LLC

9848 E. Cinnabar Avenue

Scottsdale, AZ 85258

Attn: James F. Deyo, III

Facsimile No.:             

23.3. Amendments. Any amendment to this Agreement must be approved in writing by all of the Members. Upon adoption of any amendment, all of the Members shall execute any documents required to effectuate such adoption and within a reasonable time after such adoption, the Company shall make or cause to be made any filings or publications required or desirable to reflect such amendment.

23.4. Severability. If any provision of this Agreement or the application of such provision to any Person or circumstance shall be held invalid, illegal or unenforceable, the remainder of this Agreement, or the application of such provision to any Person or circumstance other than those to which it is held invalid, illegal or unenforceable, shall not be affected.

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23.5. Remedies Not Exclusive. Anything in this Agreement to the contrary notwithstanding, the remedies set forth in this Agreement shall not be deemed exclusive of any other remedies which any party may have in connection with this Agreement or the breach of this Agreement by any other party.

23.6. Entire Agreement. This Agreement contains the entire understanding among the Members concerning the Company and supersedes any prior or contemporaneous agreements among them, written or oral, with respect to the same subject matter, including, but not limited to, any prior letters of intent or term sheets.

23.7. Binding Effect. This Agreement shall be binding upon and inure to the benefit of each of the Members and the Manager, and their respective successors and permitted assigns.

23.8. Interpretation of Syntax and Headings. All references made and pronouns used in this Agreement shall be construed in the singular or plural, and in such gender, as the sense and circumstances require. Section headings appearing in this Agreement are for convenience of the reader; they shall not be deemed to modify, limit or define the scope or substance of the provisions they introduce, nor shall they be used in construing the intent or effect of such provisions.

23.9. Section, Schedule and Exhibit References. Except as otherwise indicated, all references to Sections, Schedules or Exhibits shall refer to sections (or subsections), schedules or exhibits of this Agreement, as appropriate.

23.10. Saturday, Sunday or Holiday. If any date upon which an action or a transaction is to take place falls on a Saturday, Sunday or a legal holiday, then the action or transaction shall take place on the first business day immediately following that date.

23.11. Governing Law. This Agreement shall be governed by and construed in accordance with Delaware Laws applicable to the enforcement and interpretation of contracts but without regard to its conflicts of laws principles.

23.12. No Benefit to Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company.

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23.13. Effect of Waiver. No waiver of any breach of condition of this Agreement shall be deemed to be a waiver of any other subsequent breach of conditions, whether of like or different nature.

23.14. Expenses. Except as specifically provided with respect to reimbursement under Section 12.1, each Member and not the Company shall be responsible for and shall pay all expenses incurred by such Member in connection with the negotiation, review and entering into of this Agreement, including the fees and expenses of counsel.

23.15. Execution in Counterparts. This Agreement may be executed in counterparts and shall be binding upon each party executing this or any counterpart.

23.16. Mediation. Executive, the RTI Member and any other Person who becomes a Member of the Company agree to submit any claim, controversy or dispute arising out of or relating to this Agreement or the relationship created by this Agreement to non-binding mediation prior to bringing such claim, controversy or dispute in a court or before any other tribunal. The mediation shall be conducted through either an individual mediator or a mediator appointed by a mediation services organization or body experienced in the mediation of disputes between members of limited liability companies, agreed upon by the parties and, failing such agreement within a reasonable period of time after either party has notified the other of its desire to seek mediation of any claim, controversy or dispute (not to exceed fifteen (15) days), by the American Arbitration Association (or any successor organization) in accordance with its rules governing mediation, at the RTI Member’s principal place of business. The costs and expenses of mediation, including compensation and expenses of the mediator (except for the attorneys’ fees incurred by either party), shall be borne by the parties equally. If the parties are unable to resolve the claim, controversy or dispute within ninety (90) days after the mediator has been chosen, then the dispute shall automatically be referred to arbitration under section 23.17 below to resolve such claim, controversy or dispute, unless such time period is extended by written agreement of the parties. Notwithstanding the foregoing, any Member may bring an action: (1) for monies owed, (2) for injunctive or other extraordinary relief, or (3) involving the possession of or to secure other relief relating to the Restaurants, in a court having jurisdiction and in accordance with section 23.18 below, without first submitting such action to mediation.

23.17. Arbitration.

23.17.1. Except as provided in this Agreement, Executive, the RTI Member and any other Person who becomes a Member of the Company agree that any claim, controversy or dispute arising out of this Agreement (and any amendments thereto) that cannot be amicably settled among the parties or through mediation shall, except as specifically set forth herein and in Section 23.18, be referred to arbitration. The arbitration shall be conducted through an organization or body experienced in the arbitration of disputes between members of limited liability companies agreed upon by the parties, and, failing such agreement within a reasonable time after the dispute has been referred for arbitration (not to exceed fifteen (15) days) arbitration shall be

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conducted by the American Arbitration Association in accordance with the rules of the American Arbitration Association, as amended, except that the arbitration shall apply the Federal Rules of Evidence in conducting the hearing sessions. If such rules are in any way contrary to or in conflict with this Agreement, the terms of the Agreement shall control.

23.17.2. Each Member a party to the dispute shall select one arbitrator. If the party upon whom the demand for arbitration is served fails to select an arbitrator within fifteen (15) days after the receipt of the demand for arbitration, then the arbitrator so designated by the party requesting arbitration shall act as the sole arbitrator to resolve the controversy at hand. The two arbitrators designated by the parties shall select a third arbitrator. If the two arbitrators designated by the parties fail to select a third arbitrator within fifteen (15) days, the third arbitrator shall be selected by the organization agreed upon or the American Arbitration Association or any successor thereto, upon application by either party. All of the arbitrators shall be experienced in the arbitration of disputes between Members of limited liability companies. The arbitration shall take place at the RTI Member’s corporate offices. The award of the arbitrators shall be final and judgment upon the award rendered in arbitration may be entered in any court having jurisdiction thereof. The costs and expenses of arbitration may be entered in any court having jurisdiction thereof. The arbitrators shall be required to submit written findings of fact and conclusions of law within thirty (30) business days following the final hearing session of the arbitration. The costs and expenses of arbitration, including compensation and expenses of the arbitrators, shall be borne by the parties as the arbitrators determine. Each party further agrees that, unless such limitation is prohibited by applicable Laws, neither party shall be liable for punitive or exemplary damages, and the arbitrators shall have no authority to award the same.

(c) Notwithstanding the above, the following shall not be subject to arbitration:

(i) disputes and controversies arising from the Sherman Act, the Clayton Act or any other federal or state antitrust Law;

(ii) disputes and controversies based upon or arising under the Lanham Act, as now or hereafter amended, relating to the ownership or validity of intellectual property;

(iii) disputes and controversies relating to actions to obtain possession of the premises of the Restaurants under lease or sublease.

(d) If the RTI Member shall desire to seek specific performance or other extraordinary relief including, but not limited to, injunctive relief under this Agreement, and any amendments thereto, then any such action shall not be subject to arbitration and the RTI Member shall have the right to bring such action as described in Section 23.18.

(e) In proceeding with arbitration and in making determinations hereunder, the arbitrators shall not extend, modify or suspend any terms of this Agreement. Notice of or request to or demand for arbitration shall not stay, postpone or rescind the effectiveness of any termination of this Agreement.

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23.18. Unresolved Disputes. With respect to any claims, controversies or disputes which are not finally resolved through mediation or arbitration as otherwise provided above, Members hereby irrevocably submit themselves to the jurisdiction of the state and the federal district courts located in the state, county or judicial district in which the RTI Member’s principal place of business is located. Members hereby waive all questions of personal jurisdiction for the purpose of carrying out this provision. Members hereby agree that service of process may be made upon any of them in any proceeding relating to or arising out of this Agreement or the relationship created by this Agreement by any means allowed by Delaware or federal Law. Members further agree that venue for any proceeding relating to or arising out of this Agreement shall be the county or judicial district in which the principal place of business of the RTI Member is located; provided, however, with respect to any action (1) for monies owed, (2) for injunctive or other extraordinary relief or (3) involving possession or disposition of, or other relief relating to, the Restaurants, Members may bring such action in any state or federal district court which has jurisdiction.

RUBY TUESDAY, INC.
/s/ J. Russell Mothershed
Name:	J. Russell Mothershed
Title:	Senior Vice President

RT SOUTHWEST FRANCHISE, LLC
By:	/s/ James F. Deyo, III
Name:	James F. Deyo, III
Title:	Manager

EXECUTIVE

/s/ James F. Deyo, III

(James F. Deyo, III)

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FIRST AMENDMENT TO RUBY TUESDAY, INC.

PARTICIPATION AND OPERATING AGREEMENT

THIS AMENDMENT (the “Amendment”) dated December 16, 1997, to the Participation and Operating Agreement dated December 16, 1997 (the “Participation Agreement”) by and between RUBY TUESDAY, INC. (“RTI MEMBER”), JAMES F. DEYO, III (“EXECUTIVE”) and RT SOUTHWEST FRANCHISE, LLC (“RT SOUTHWEST”) is entered into by such parties to amend the Participation Agreement as set forth herein. To the extent this Amendment contains terms and conditions that differ from those contained in the Participation Agreement, this Amendment shall control. This Amendment shall supersede all prior amendments to the Participation Agreement. All capitalized terms not otherwise defined herein will have the same meanings ascribed to such terms in the Participation Agreement.

WHEREAS, Executive is required to make a capital contribution of one hundred thousand dollars ($100,000) to RT Southwest under the Participation Agreement, and such contribution is a condition precedent to the execution of the Participation Agreement; and

WHEREAS, Executive wishes to defer payment of seventy-five thousand dollars ($75,000) of that capital contribution for a period not to exceed thirty days, and RTI Member wishes to amend the terms of the Participation Agreement to permit Executive to pay the capital contribution as provided herein;

NOW, THEREFORE, the parties, in consideration of the mutual undertakings and commitments set forth herein, the receipt and sufficiency of which are hereby acknowledged, agree as follows:

1. Section 4.1. of the Participation Agreement shall be deleted in its entirety and have no further force or effect, and the following language shall be substituted in lieu thereof as if originally contained therein:

Contemporaneous with the execution of the Agreement: (i) Executive shall make an initial Capital Contribution equal to $25,000 in cash and execute a Promissory Note (in the form attached to this Amendment) for $75,000 to be paid as described in such Promissory Note in exchange for 99% of the Membership Interests; and (ii) the RTI Member shall make an initial capital contribution of $1,000, which represents a portion of expenses and fees paid by the RTI Member in connection with the organization and financing of the Company and which shall be deemed a capital contribution hereunder, in exchange for 1% of the Membership Interests. Any failure by Executive to pay the capital contribution by that date shall permit the RTI Member in its sole discretion to terminate the Participation Agreement. Executive’s 99% Membership Interest shall not be delivered or transferred to Executive until the entire amount of Executive’s initial Capital Contribution is paid in cash.

2. Executive further agrees that Executive’s failure to pay such Promissory Note in a timely manner shall permit the RTI Member, and only the RTI Member, in the RTI Member’s sole and absolute discretion to terminate the Participation Agreement upon notice to Executive. In such event, the capital contribution paid by Executive simultaneously herewith ($25,000) and any pre-payments of such Promissory Note shall be refunded to Executive without interest, Executive shall have no rights under the Participation Agreement and neither Executive nor the RTI Member shall have any liability to the other under the Participation Agreement. Further, in such event Executive shall immediately execute and deliver to the RTI Member such agreements and/or assignments with respect the above mentioned 99% Membership Interests as the RTI Member may request.

3. Executive acknowledges and agrees that the RTI Member’s efforts and expenses incurred in organization and financing of RT Southwest Franchise, LLC, satisfy the RTI Members obligation to contribute $1,000 in capital as described above.

4. Notwithstanding anything to the contrary in this Amendment, the Participation Agreement, that certain Purchase Agreement and Amendment #1 thereto each dated December 16, 1997 (collectively, the “Purchase Agreement”), the Development Agreement, as amended, the Operating Agreement for the first New Restaurant, as amended, the Employment Agreement, as amended, and the Support Services Agreement, as amended, each dated of even date herewith (as such terms are defined in the Purchase Agreement), this Amendment, the Participation Agreement, the Development Agreement, the Operating Agreement for the first New Restaurant, the Employment Agreement, and the Support Services Agreement, each as amended, are subject to and contingent upon RT Southwest’s and Executive’s execution of an amendment hereto, to be prepared by the RTI Member, which amendment shall, generally, amend the definition of “EBITDA” to correct an error therein. RT Southwest and Executive shall be provided not less than five (5) business days to review and examine such amendment prior to executing same. In the event Executive or RT Southwest, through its manager, elect not to execute such amendment after such five (5) business days, the RTI Member may exercise the rights granted to it under Amendment #1 to each of the Purchase Agreement, the Participation Agreement, the Development Agreement, the Operating Agreement for the first New Restaurant, the Employment Agreement, and the Support Services Agreement as if Executive had failed to timely pay his Promissory Note described in paragraph 2 above.

[Signatures on following page]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment to the Participation Agreement on the day and year first above written.

	RUBY TUESDAY, INC.
	By:	/s/ J. Russell Mothershed
	Name:	J. Russell Mothershed
	Title:	Senior Vice President
/s/ Pfilip G. Hunt
Witness

	RT SOUTHWEST FRANCHISE, LLC
	By:	/s/ James F. Deyo, III
	Name:	James F. Deyo, III
	Title:	Manager
/s/ Mary Jane Trainor
Witness

EXECUTIVE

/s/ James F. Deyo, III

(James F. Deyo, III)

AMENDMENT #2 TO PARTICIPATION

AND OPERATING AGREEMENT

RT SOUTHWEST FRANCHISE, LLC

THIS AMENDMENT #2 TO PARTICIPATION AND OPERATING AGREEMENT (the “Amendment”) is entered into as of January 12, 1998, by and between Ruby Tuesday, Inc., a Georgia Corporation (“RTI”), and James F. Deyo, III (“Executive”).

WHEREAS, the parties hereto entered into that certain Participation and Operating Agreement of RT Southwest Franchise, LLC, and First Amendment to Participation and Operating Agreement, each dated as of December 16, 1997 (the Agreement”); and

WHEREAS, the parties wish to amend the Agreement as hereinafter provided;

NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants herein expressed, the parties hereby agree as follows:

1. The definition of “EBITDA” in Section 1 of the Agreement is hereby deleted and the following is inserted in lieu thereof:

“EBITDA”: On a Company-wide basis, the net income of the Company determined for any period, plus depreciation, amortization, interest, taxes, and non-cash charges for the period for which such net income is determined, all determined in accordance with GAAP, minus, with respect to any real property and improvements of the Company secured by a mortgage (or similar instrument) or Capital Lease Obligation arising with respect to new Ruby Tuesday restaurants developed by the Company pursuant to that certain Development Agreement dated December 16, 1997, between the Company and RTI (the “Mortgaged Property”), an amount equal to the rent that would have been paid on such Mortgaged Property had it been leased at an annual rental rate equal to 10.5% of the original cost of such Mortgaged Property. The calculation of EBITDA shall be consistent with the determination of EBITDA as set forth in the Supplement to Item 19 dated October 15, 1997, of the Franchise Offering Circular dated August 29, 1997, as Amended November 18, 1997.”

2. The definition of “Fixed Asset Debt” in Section 1 of the Agreement is hereby deleted and the following is inserted in lieu thereof:

“Fixed Asset Debt: Any and all sums due and owing by the Company to lenders or landlords at any time, whether arising out of, or in connection with, the Acquisition or otherwise, which relates to or is secured by fixed assets of the Company, including without limitation, all obligations of the Company, as lessee, to lessors, to pay rent and other amounts due under leases of Restaurants.”

3. Except as amended hereby, the Agreement remains in full force and effect.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized representatives as of the date first above written.

RUBY TUESDAY, INC.
By:	/s/ J. Russell Mothershed
Name:	J. Russell Mothershed
Title:	Senior Vice President

RT SOUTHWEST FRANCHISE, LLC
By:	/s/ James F. Deyo, III
Name:	James Franklin Deyo, III
Title:	President

THIRD AMENDMENT TO RUBY TUESDAY, INC.

PARTICIPATION AND OPERATING AGREEMENT

THIS AMENDMENT (the “Amendment”) dated March 20, 1998, to the Participation and Operating Agreement dated December 16, 1997 (as amended by amendments dated December 16, 1~97 and January 12, 1998, collectively the “Participation Agreement”) by and between RUBY TUESDAY, INC. (“RTI MEMBER”), JAMES F. DEYO, III (“EXECUTIVE”) and RT SOUTHWEST FRANCHISE, LLC (“RT SOUTHWEST”) is entered into by such parties to amend the Participation Agreement as set forth herein. To the extent this Amendment contains terms and conditions that differ from those contained in the Participation Agreement, this Amendment shall control. All capitalized terms not otherwise defined herein will have the same meanings ascribed to such terms in the Participation Agreement.

WHEREAS, the parties entered into the Participation Agreement; and

WHEREAS, the parties wish to amend the Participation Agreement as provided herein;

NOW, THEREFORE, the parties, in consideration of the mutual undertakings’ and commitments set forth herein, the receipt and sufficiency of which are hereby acknowledged, agree as follows:

1. The definition of the term “Liabilities” in Section 1 of the Participation Agreement shall be deleted in its entirety and have no further force or effect, and the following language shall be substituted in lieu thereof as if originally contained therein:

“Liabilities”: As to the Company, the aggregate of Indebtedness plus all other liabilities which are of a nature required “by GAAP to be set forth on the balance sheet of the Company, including, without limitation, accounts payable, accrued liabilities and deferred taxes. Notwithstanding the foregoing, “Liabilities” shall exclude Indebtedness which is either (i) secured by a mortgage or similar instrument on real property and improvements of the Company, or (ii) a Capital Lease Obligation relating to real property and improvements occupied by the Company, if the fair market value of the real property and improvements equals or exceeds the amount of Indebtedness so secured or so subject to a Capital Lease Obligation; provided, -however, that no such exclusion shall apply with respect to such Indebtedness related to the Acquired Restaurants. In the event of a dispute with respect to fair market value, the parties to such dispute shall obtain an independent appraisal thereof.

2. Except as amended hereby, the Participation Agreement remains in full force and effect.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Third Amendment to the Participation Agreement on the day and year first above written.

	RUBY TUESDAY, INC.
	BY	/s/ J. Russell Mothershed
	Name:	J. Russell Mothershed
	Title:	Senior Vice President
/s/ Pfilip G. Hunt
Witness

	RT SOUTHWEST FRANCHISE, LLC
	/s/ James F. Deyo, III
	Name:	James F. Deyo, III
	Title:	Manager
/s/ Daniel T. Cronk
Witness

EXECUTIVE
/s/ James F. Deyo, III
Name:	James F. Deyo, III

EX-3.15

Exhibit 3.15

CERTIFICATE OF FORMATION

OF

RT MICHIANA FRANCHISE, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18. Title 6, Section 18-201 of the Delaware Limited Liability Company Act and the acts amendatory thereof and supplemental thereto) hereby certifies that:

FIRST:	The name of the limited liability company is RT Michiana Franchise, LLC (hereinafter referred to as the “Limited Liability Company”).
SECOND:	The address of the registered office and the, name and address of the registered agent of the Limited Liability Company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are the Corporation Trust Company, 1209 Orange Street, Wilmington. Delaware 19801.

Executed as of the 23rd day of June, 1999.

/s/ Carol D. Newman

Carol D. Newman, Authorized Person

EX-3.16

Exhibit 3.16

CERTIFICATE OF FORMATION

OF

RT FRANCHISE ACQUISITION, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company) under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6, Section 18-201 of the Delaware Limited Liability Company Act and the acts amendatory thereof and supplemental thereto) hereby certifies that:

FIRST: The name of the limited liability company is RT Franchise Acquisition, LLC (hereinafter referred to as the “Limited Liability Company”).

SECOND: The address of the registered office and the name and address of the registered. agent of the Limited Liability Company required. to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are The Corporation Trust Company) 1209 Orange Street, Wilmington, Delaware 19801.

Executed as of the 1^st day of March., 2000.

/s/ Carol D. Newman

Carol D. Newman, Authorized Person

EX-3.17

Exhibit 3.17

RT FRANCHISE ACQUISITION, LLC

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

RT FRANCHISE ACQUISITION, LLC

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Agreement”) is entered into this the 1^st day of March, 2000, by RUBY TUESDAY, INC. (the “Member”) as the initial Member of RT FRANCHISE ACQUISITION, LLC, a Delaware limited liability company (the “Company”) organized pursuant to the Delaware Limited Liability Company Act (the “Act”).

FACTS:

1. The Member has formed a limited liability company under the provisions of the Act by causing a Certificate of Formation to be filed with the Delaware Secretary of State;

2. The Member has made an initial capital contribution in the amount of $10.00 as consideration for all the outstanding membership interests of the Company; and

3. The Member desires to operate the Company in accordance with the terms and subject to the conditions set forth in this Agreement.

OPERATING AGREEMENT:

ARTICLE 1

FORMATION

Section 1.1 Registered Agent and Office.

The Company’s registered agent for service of process and registered office shall be The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The Company’s Managers (as defined herein) may, from time to time, pursuant to the relevant provisions of the Act, change the registered agent or office.

Section 1.2 Business Purpose.

The business and purposes of the Company shall be to engage in any lawful business permitted by the Act. Subject to the terms of this Agreement, the Company shall have all powers of a limited liability company under the Act.

ARTICLE 2

BOARD OF MANAGERS

Section 2.1 Board of Managers.

The management of the Company shall be vested in a Board of Managers (the “Board”), subject to the Managers’ authority to delegate powers and duties to Officers of the Company; provided that no Manager, acting solely in his or her capacity as a Manager, shall have the authority to act on behalf of or bind the Company, unless expressly authorized to do so by the Board.

Section 2.2 Number and Tenure of Managers.

The number of Managers shall be fixed by the Members. Each Manager shall hold office until such Manager’s successor is appointed by the Member, or until such Manager’s earlier resignation or removal by the Member.

Section 2.3 Regular Meetings of the Board.

Regular meetings of the Board may be held without notice at such time and in such place, either within or without the State of Delaware, as shall from time to time be determined by the Board.

Section 2.4 Special Meetings.

(a) Special meetings of the Board may be called by or at the request of the Member, the President or at least one-third of the number of Managers constituting the whole board. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Delaware, as the place for holding any special meeting of the Board called by them.

(b) Unless waived as provided herein, notice of any special meeting of the Board shall be given at least two (2) days previous thereto by written notice to each Manager at his or her address. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail so addressed, with first class postage thereon prepaid. If sent by any other means (including facsimile, courier, or express mail, etc.), such notice shall be deemed to be delivered when actually delivered to the home or business address of the Manager.

Section 2.5 Quorum of Managers.

A majority of the total number of Managers fixed pursuant to this Agreement shall constitute a quorum for the transaction of business. If less than a majority of the Managers are present at a meeting of the Board, a majority of the Managers present may adjourn the meeting from time to time without further notice.

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Section 2.6 Voting of Managers.

The vote of the majority of the Managers present at a meeting at which a quorum is present shall be the act of the Board.

Section 2.7 Resignation and Removal of Managers.

(a) Any Manager may resign at any time upon written notice to the Company.

(b) A Manager, or the entire Board of Managers, may be removed at any time, with or without cause, by the Member.

Section 2.8 Vacancies.

Vacancies in the Board shall be filled by appointment by the Member or, if the Member fails to fill any vacancy on the Board, by a majority of the remaining Managers.

Section 2.9 Participation by Video or Telephone Conference of Managers.

Members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or committee thereof, by means of conference telephone or similar communications equipment as long as all persons participating in the meeting can speak with and hear each other. Participation by a Manager pursuant to this Section 2.9 shall constitute presence in person at such meeting.

Section 2.10 Actions Requiring the Consent of the Member.

Without the approval of the Member, the Board shall not have authority to:

(a) do any act in contravention of this Agreement;

(b) do any act which would make it impossible to carry on the ordinary business of the Company;

(c) co-mingle Company funds with funds of a Manager;

(d) confess a judgment against the Company;

(e) merge or consolidate the Company with or into any other entity or change or reorganize the Company into any other legal form;

(f) execute or deliver any general assignment for the benefit of creditors of the Company or permit the entry of an order of relief against the Company under any state or federal bankruptcy laws; or

(g) sell or transfer all, or substantially all, of the assets of the Company.

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Section 2.11 Action Without Meeting.

Any action required or permitted by law or by this Agreement to be taken by the Board may be taken by written consent, without a meeting, if such consent is executed by not less than a majority of the Board. Notice of such action without a meeting by less than unanimous written consent shall be given within ten (10) days of the taking of such action to those Managers of record on the date when the written consent is first executed who did not participate in taking the action.

Section 2.12 Waiver of Notice.

(a) A written waiver of any required notice, signed by the person entitled to notice, whether before or after the date stated therein, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Managers need be specified in any written waiver of notice.

(b) Attendance of a person at a meeting shall constitute a waiver of notice of such meeting.

ARTICLE 3

AUTHORITY OF THE MEMBER

Section 3.1 Authority of the Member.

Except as otherwise provided in this Agreement, the Member shall not participate in the management or control of the Company’s business, transact any business for the Company, or have the power to act for or bind the Company, said powers being vested solely and exclusively in the Managers and the Officers of the Company.

Section 3.2 Rights of the Member. The Member shall have the following rights:

(a) the Member may give its consent to any of the items specified in Section 2.10 above;

(b) the Member may elect to dissolve the Company;

(c) the Member may consent to any amendments to this Agreement or the Certificate of Formation as provided in Section 9.1 below; and

(d) the Member may appoint and remove a Manager in accordance with the applicable provisions of this Agreement.

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ARTICLE 4

OFFICERS

Section 4.1 General Provisions.

The Officers of the Company may consist of (i) a Chief Executive Officer, (ii) a President, (iii) a Treasurer, (iv) a Secretary, and (iv) such other Officers as may be elected by the Managers or appointed as provided in this Agreement. Any two or more offices may be held by the same person. The salary of each Officer, if any, shall be set by the Board, provided that the salary, if any, of an Officer who is a Manager shall be set by the Member.

Section 4.2 Election and Appointment of Officers.

The Board shall elect the Officers, and each Officer shall serve for the term of office for which he is elected or appointed and until his successor has been elected or appointed and has qualified, or his earlier resignation, removal from office by the Board or death.

Section 4.3 Chief Executive Officer. The Chief Executive Officer may be elected at the discretion of the manager(s). The Chief Executive Officer shall have such duties and such powers as the Member may be from time to time prescribe, and, in addition, in the absence or disability of the President, and in priority to any vice president, the Chief Executive Officer shall perform the duties and exercise the powers of the President.

Section 4.4 President.

The President shall be responsible for the general and active management of the business of the Company, and shall have the authority to conduct all ordinary business on behalf of the Company and may execute and deliver on behalf of the Company any agreement, conveyance, note or similar document, provided that the approval of the Board or the Member is not required by this Agreement.

Section 4.5 Treasurer.

The Treasurer shall be responsible for the financial books and records of the Company, and for keeping accurate accounts thereof, and shall have such other duties and powers as may from time to time be delegated to him by the President or the Board.

Section 4.6 Secretary.

The Secretary shall keep minutes of all meetings of the Board of the Company, have charge of the minute books, ownership records and seal of the Company and perform such other duties and have such other powers as may from time to time be delegated to him by the President or the Board.

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Section 4.7 Assistant Secretaries.

Assistants to the Secretary may be appointed by the President or elected by the Board and shall perform such duties and have such powers as delegated to them by the President or the Board.

Section 4.8 Vice Presidents.

The Company may have one or more Vice Presidents, elected by the Board, who shall perform such duties and have such powers as may be delegated by the President or the Board.

Section 4.9 Removal of Officer.

At a meeting of the Board called expressly for such purpose, any Officer may be removed as an Officer by the affirmative vote of a majority of the Managers.

Section 4.10 Actions Requiring the Consent of the Board.

Without the approval of the Board, no Officer shall have authority to:

(a) do any act in contravention of this Agreement;

(b) do any act which would make it impossible to carry on the ordinary business of the Company;

(c) pledge the credit of the Company for any purpose except for Company purposes;

(d) sell or transfer all, or substantially all, of the assets of the Company;

(e) cause the Company to guarantee any material debt obligations of any person other than the Company;

(f) make any distribution; or

(g) assume or create any material indebtedness other than in the ordinary course of business.

ARTICLE 5

LIMITATIONS ON AUTHORITY;

INDEMNIFICATION AND LIABILITY

Section 5.1 Limitation of Authority.

(a) The Member, acting solely in its capacity as a Member, is not an agent of the Company and does not have any authority to act on behalf of the Company, execute any instrument in connection with the carrying on of the Company’s business and affairs, or otherwise bind the Company in any matter.

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(b) Each Manager, acting solely in his capacity as a Manager, is not an agent of the Company and does not have any authority to act on behalf of the Company, execute any instrument in connection with the carrying on of the Company’s business and affairs, or otherwise bind the Company in any matter.

Section 5.2 Liability of the Member and Managers.

(a) The Member shall have no duties or obligations to the Company solely by reason of acting in its capacity as a Member.

(b) Each Manager shall act in a manner he or she believes in good faith to be in the best interests of the Company, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances in carrying on the business and affairs of the Company; provided that no Manager shall have any personal liability to the Company or the Member for any loss or damage sustained by the Company or the Member for breach of a fiduciary or other duty in connection with this Agreement as a Manager, by reason of any act or omission occurring subsequent to the date when this provision becomes effective, except that this provision shall not eliminate or limit the liability of a Manager for (i) intentional misconduct or a knowing violation of law, or (ii) any transaction from which the Manager derived an improper personal benefit in violation or breach of this Agreement.

Section 5.3 Indemnification.

(a) Under the circumstances prescribed in Sections 5.3(c) and 5.3(e), the Company shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether formal or informal, and whether civil, criminal, administrative or investigative, including appeals, (other than an action by or in the right of the Company) by reason of the fact that the person is or was a Member, Manager, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by the person in connection with such claim, action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to

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believe his or her conduct was unlawful. The termination of any claim, action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that (i) the person did not act in good faith, (ii) the person did not act in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, and (iii) with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.

(b) Under the circumstances prescribed in Sections 5.3(c) and 5.3(e), the Company shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the person is or was a Member, Manager, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such claim, action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable in the performance of his or her duty to the Company, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a Member, Manager, officer, employee or agent of the Company has been successful on the merits or otherwise in defense of any claim, action, suit or proceeding referred to in Sections 5.3(a) and 5.3(b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith, notwithstanding that he has not been successful on any other issue or matter in any such claim, action, suit or proceeding.

(d) The Company shall indemnify and hold harmless any person who is or was a Member, Manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited

8

liability company, corporation, partnership, joint venture, trustee, employee benefit plan or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the appearance of such person as a witness in any claim, action, suit or proceeding, whether formal or informal and whether civil, criminal, administrative or investigative, including appeals, as a result of such person having occupied such office or position, or undertaken such service when such person is not a party to such action, suit or proceeding.

(e) Except as provided in Section 5.3(c) and except as may be ordered by a court, any indemnification under Sections 5.3(a) and 5.3(b) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Member, Manager, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 5.3(a) and 5.3(b). Such a determination shall be made (i) by the Board by a majority vote of a quorum consisting of Managers who were not parties to, or who have been wholly successful on the merits or otherwise with respect to, such claim, action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, if obtainable, a quorum of disinterested Managers so directs, by the firm of independent legal counsel then employed by the Company, in a written opinion, or (iii) other than with respect to indemnification with respect to the Member, by the affirmative vote of the Member.

(f) Expenses (including attorneys’ fees) incurred in defending a civil or criminal claim, action, suit or proceeding shall be paid by the Company in advance of the final disposition of such claim, action, suit or proceeding upon receipt of an undertaking by or on behalf of the Member, Manager, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized in this Section.

(g) The indemnification and advancement of expenses provided by or granted pursuant to this Section shall be a contract right, shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which those seeking indemnification or advancement of expenses may be entitled under any statute, rule or law, provisions of any resolution, agreement or otherwise specifically or in general terms, both as to action by a Member, Manager, officer, employee or agent in his or her official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be a Member, Manager, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Company shall not effect any sale of substantially all of its assets, merge, consolidate or effect other reorganizations unless the purchaser or surviving entity agrees to assume all such obligations of the Company.

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(h) The Company may purchase and maintain insurance on behalf of any person who is or was a Member, Manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of this Section.

(i) For the purposes of this Section, the Company shall be deemed to have requested a Manager, Member, officer, employee or agent of the Company to serve an employee benefit plan whenever the performance by such person of his or her duties to the Company also imposes duties on, or otherwise involves services by, such person to the plan or to participants in or beneficiaries of the plan; “fines” shall be deemed to include excise taxes assessed on such person with respect to an employee benefit plan pursuant to applicable law; and action taken or omitted by such person with respect to an employee benefit plan in the performance of his or her duties for a purpose reasonably believed by him or her to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company. Any indemnification under this Section with regard to any employee benefit plan shall apply notwithstanding any provisions of any employee benefit plan.

(j) If for any reason, any provision of this Section is held invalid, in whole or in part, such invalidity shall not affect any other provision or part of this Section not held so invalid, and each such other provision or part shall to the full extent consistent with law continue in full force and effect.

ARTICLE 6

CONFLICTS OF INTEREST

Section 6.1 Conflicts of Interest.

Any Manager or Officer that proposes to enter into a transaction, directly or indirectly, with the Company must first receive the approval of the Board. Any transaction described in this Section 6.1 that is not first approved by the Board shall, at the discretion of the Board, be null and void.

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ARTICLE 7

INCOME TAX MATTERS

Section 7.1 Federal, State and Local Income Taxes.

It is the intention of the Member that the existence of the Company be ignored for federal, state and local income tax purposes.

ARTICLE 8

DISSOLUTION

Section 8.1 Dissolution.

The Company shall be dissolved only upon the election of the Member. Dissolution of the Company shall be effective on the date designated by the Member.

ARTICLE 9

AMENDMENTS AND CONSENTS

Section 9.1 Amendments.

This Agreement and the Certificate of Formation may be amended only with the approval of the Member.

Section 9.2 Method of Giving Consent.

Any consent required by this Agreement must be in writing, and unless otherwise expressly agreed by the Member or the Managers as the case may be, must be given by the Member or Managers as the case may be, at or prior to the doing of the act or thing for which the consent is solicited.

ARTICLE 10

GENERAL PROVISIONS

Section 10.1 Headings.

The headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

Section 10.2 Governing Law.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware.

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Section 10.3 Severability.

In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect and shall be enforced to the greatest extent permitted by law.

Section 10.4 Waivers.

No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.

Section 10.5 Agreement; Effect of Inconsistencies with Act.

This Agreement shall govern the existence and organization of the Company, and except to the extent a provision of this Agreement expressly incorporates federal income tax rules by reference to sections of the Internal Revenue Code of 1986, as amended, or regulations thereto or is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule. To the extent any provision of this Agreement is invalid or unenforceable under the Act, the provisions of this Agreement shall be enforced to the maximum extent permitted in order to make this Agreement effective under the Act, and all other parts of this Agreement will remain in force.

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, the Member has executed this Agreement effective as of the date first written above.

MEMBER:
RUBY TUESDAY, INC.
By:	/s/ J. Russell Mothershed
Name:	J. Russell Mothershed
Title:	Senior Vice President

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EX-3.18

Exhibit 3.18

CERTIFICATE OF FORMATION

OF

RT KENTUCKY RESTAURANT HOLDINGS, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6, Section 18-201 of the Delaware Limited Liability Company Act and the acts amendatory thereof and supplemental thereto) hereby certifies that:

1. The name of the limited liability company is RT Kentucky Restaurant Holdings, LLC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 16 day of May, 2002.

/s/ Daniel T. Cronk

Daniel T. Cronk, Authorized Person

EX-3.19

Exhibit 3.19

RT KENTUCKY RESTAURANT HOLDINGS, LLC

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

RT KENTUCKY RESTAURANT HOLDINGS, LLC

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Agreement”) is entered into this the 17 day of May, 2002, by RUBY TUESDAY, INC., a Georgia corporation, (the “Member”) as the initial Member of RT KENTUCKY RESTAURANT HOLDINGS, LLC, a Delaware limited liability company (the “Company”) organized pursuant to the Delaware Limited Liability Company Act (the “Act”).

FACTS:

1. The Member has formed a limited liability company under the provisions of the Act by causing a Certificate of Formation to be filed with the Delaware Secretary of State. The Company’s Managers (as defined herein) may, from time to time, pursuant to the relevant provisions of the Act, change the registered agent or office;

2. The Member desires to operate the Company in accordance with the terms and subject to the conditions set forth in this Agreement.

OPERATING AGREEMENT:

ARTICLE 1

FORMATION

Section 1.1 Registered Agent and Office.

The Company’s registered agent for service of process and registered office shall be The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The Company’s Managers (as defined herein) may, from time to time, pursuant to the relevant provisions of the Act, change the registered agent or office.

Section 1.2 Business Purpose.

The business and purposes of the Company shall be to engage in any lawful business permitted by the Act. Subject to the terms of this Agreement, the Company shall have all powers of a limited liability company under the Act.

ARTICLE 27

BOARD OF MANAGERS

Section 2.1 Board of Managers.

The management of the Company shall be vested in a Board of Managers (the “Board”), subject to the Managers’ authority to delegate powers and duties to Officers of the Company;

provided that no Manager, acting solely in his or her capacity as a Manager, shall have the authority to act on behalf of or bind the Company, unless expressly authorized to do so by the Board.

Section 2.2 Number and Tenure of Managers.

The number of Managers shall be fixed by the Members. Each Manager shall hold office until such Manager’s successor is appointed by the Member, or until such Manager’s earlier resignation or removal by the Member.

Section 2.3 Regular Meetings of the Board.

Regular meetings of the Board may be held without notice at such time and in such place, either within or without the State of Delaware, as shall from time to time be determined by the Board.

Section 2.4 Special Meetings.

(a) Special meetings of the Board may be called by or at the request of the Member, the President or at least one-third of the number of Managers constituting the whole board. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Delaware, as the place for holding any special meeting of the Board called by them.

(b) Unless waived as provided herein, notice of any special meeting of the Board shall be given at least two (2) days previous thereto by written notice to each Manager at his or her address. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail so addressed, with first class postage thereon prepaid. If sent by any other means (including facsimile, courier, or express mail, etc.), such notice shall be deemed to be delivered when actually delivered to the home or business address of the Manager.

Section 2.5 Quorum of Managers.

A majority of the total number of Managers fixed pursuant to this Agreement shall constitute a quorum for the transaction of business. If less than a majority of the Managers are present at a meeting of the Board, a majority of the Managers present may adjourn the meeting from time to time without further notice.

Section 2.6 Voting of Managers.

The vote of the majority of the Managers present at a meeting at which a quorum is present shall be the act of the Board.

Section 2.7 Resignation and Removal of Managers.

(a) Any Manager may resign at any time upon written notice to the Company.

(b) A Manager, or the entire Board of Managers, may be removed at any time, with or without cause, by the Member.

Section 2.8 Vacancies.

Vacancies in the Board shall be filled by appointment by the Member or, if the Member fails to fill any vacancy on the Board, by a majority of the remaining Managers.

Section 2.9 Participation by Video or Telephone Conference of Managers.

Members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or committee thereof, by means of conference telephone or similar communications equipment as long as all persons participating in the meeting can speak with and hear each other. Participation by a Manager pursuant to this Section 2.9 shall constitute presence in person at such meeting.

Section 2.10 Actions Requiring the Consent of the Member.

Without the approval of the Member, the Board shall not have authority to:

(a) do any act in contravention of this Agreement;

(b) do any act which would make it impossible to carry on the ordinary business of the Company;

(c) co-mingle Company funds with funds of a Manager;

(d) confess a judgment against the Company;

(e) merge or consolidate the Company with or into any other entity or change or reorganize the Company into any other legal form;

(f) execute or deliver any general assignment for the benefit of creditors of the Company or permit the entry of an order of relief against the Company under any state or federal bankruptcy laws; or

(g) sell or transfer all, or substantially all, of the assets of the Company.

Section 2.11 Action Without Meeting.

Any action required or permitted by law or by this Agreement to be taken by the Board may be taken by written consent, without a meeting, if such consent is executed by not less than a majority of the Board. Notice of such action without a meeting by less than unanimous written consent shall be given within ten (10) days of the taking of such action to those Managers of record on the date when the written consent is first executed who did not participate in taking the action.

Section 2.12 Waiver of Notice.

(a) A written waiver of any required notice, signed by the person entitled to notice, whether before or after the date stated therein, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Managers need be specified in any written waiver of notice.

(b) Attendance of a person at a meeting shall constitute a waiver of notice of such meeting.

ARTICLE 3

AUTHORITY OF THE MEMBER

Section 3.1 Authority of the Member.

Except as otherwise provided in this Agreement, the Member shall not participate in the management or control of the Company’s business, transact any business for the Company, or have the power to act for or bind the Company, said powers being vested solely and exclusively in the Managers and the Officers of the Company.

Section 3.2 Rights of the Member. The Member shall have the following rights:

(a) the Member may give its consent to any of the items specified in Section 2.10 above;

(b) the Member may elect to dissolve the Company;

(c) the Member may consent to any amendments to this Agreement or the Certificate of Formation as provided in Section 9.1 below; and

(d) the Member may appoint and remove a Manager in accordance with the applicable provisions of this Agreement.

ARTICLE 4

OFFICERS

Section 4.1 General Provisions.

The Officers of the Company may consist of (i) a Chief Executive Officer, (ii) a President, (iii) a Treasurer, (iv) a Secretary, and (iv) such other Officers as may be elected by the Managers or appointed as provided in this Agreement. Any two or more offices may be held by the same person. The salary of each Officer, if any, shall be set by the Board, provided that the salary, if any, of an Officer who is a Manager shall be set by the Member.

Section 4.2 Election and Appointment of Officers.

The Board shall elect the Officers, and each Officer shall serve for the term of office for which he is elected or appointed and until his successor has been elected or appointed and has qualified, or his earlier resignation, removal from office by the Board or death.

Section 4.3 Chief Executive Officer. The Chief Executive Officer may be elected at the discretion of the manager(s). The Chief Executive Officer shall have such duties and such powers as the Member may be from time to time prescribe, and, in addition, in the absence or disability of the President, and in priority to any vice president, the Chief Executive Officer shall perform the duties and exercise the powers of the President.

Section 4.4 President.

The President shall be responsible for the general and active management of the business of the Company, and shall have the authority to conduct all ordinary business on behalf of the Company and may execute and deliver on behalf of the Company any agreement, conveyance, note or similar document, provided that the approval of the Board or the Member is not required by this Agreement.

Section 4.5 Treasurer.

The Treasurer shall be responsible for the financial books and records of the Company, and for keeping accurate accounts thereof, and shall have such other duties and powers as may from time to time be delegated to him by the President or the Board.

Section 4.6 Secretary.

The Secretary shall keep minutes of all meetings of the Board of the Company, have charge of the minute books, ownership records and seal of the Company and perform such other duties and have such other powers as may from time to time be delegated to him by the President or the Board.

Section 4.7 Assistant Secretaries.

Assistants to the Secretary may be appointed by the President or elected by the Board and shall perform such duties and have such powers as delegated to them by the President or the Board.

Section 4.8 Vice Presidents.

The Company may have one or more Vice Presidents, elected by the Board, who shall perform such duties and have such powers as may be delegated by the President or the Board.

Section 4.9 Removal of Officer.

At a meeting of the Board called expressly for such purpose, any Officer may be removed as an Officer by the affirmative vote of a majority of the Managers.

Section 4.10 Actions Requiring the Consent of the Board.

Without the approval of the Board, no Officer shall have authority to:

(a) do any act in contravention of this Agreement;

(b) do any act which would make it impossible to carry on the ordinary business of the Company;

(c) pledge the credit of the Company for any purpose except for Company purposes;

(d) sell or transfer all, or substantially all, of the assets of the Company;

(e) cause the Company to guarantee any material debt obligations of any person other than the Company;

(f) make any distribution; or

(g) assume or create any material indebtedness other than in the ordinary course of business.

ARTICLE 5

LIMITATIONS ON AUTHORITY;

INDEMNIFICATION AND LIABILITY

Section 5.1 Limitation of Authority.

(a) The Member, acting solely in its capacity as a Member, is not an agent of the Company and does not have any authority to act on behalf of the Company, execute any instrument in connection with the carrying on of the Company’s business and affairs, or otherwise bind the Company in any matter.

(b) Each Manager, acting solely in his capacity as a Manager, is not an agent of the Company and does not have any authority to act on behalf of the Company, execute any instrument in connection with the carrying on of the Company’s business and affairs, or otherwise bind the Company in any matter.

Section 5.2 Liability of the Member and Managers.

(a) The Member shall have no duties or obligations to the Company solely by reason of acting in its capacity as a Member.

(b) Each Manager shall act in a manner he or she believes in good faith to be in the best interests of the Company, and with the care an ordinarily prudent person in a like position would exercise under similar

circumstances in carrying on the business and affairs of the Company; provided that no Manager shall have any personal liability to the Company or the Member for any loss or damage sustained by the Company or the Member for breach of a fiduciary or other duty in connection with this Agreement as a Manager, by reason of any act or omission occurring subsequent to the date when this provision becomes effective, except that this provision shall not eliminate or limit the liability of a Manager for (i) intentional misconduct or a knowing violation of law, or (ii) any transaction from which the Manager derived an improper personal benefit in violation or breach of this Agreement.

Section 5.3 Indemnification.

(a) Under the circumstances prescribed in Sections 5.3(c) and 5.3(e), the Company shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether formal or informal, and whether civil, criminal, administrative or investigative, including appeals, (other than an action by or in the right of the Company) by reason of the fact that the person is or was a Member, Manager, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by the person in connection with such claim, action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any claim, action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that (i) the person did not act in good faith, (ii) the person did not act in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, and (iii) with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.

(b) Under the circumstances prescribed in Sections 5.3(c) and 5.3(e), the Company shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the person is or was a Member, Manager, officer, employee or agent of the Company or is or was serving at the request of the Company as a director,

officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such claim, action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable in the performance of his or her duty to the Company, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a Member, Manager, officer, employee or agent of the Company has been successful on the merits or otherwise in defense of any claim, action, suit or proceeding referred to in Sections 5.3(a) and 5.3(b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith, notwithstanding that he has not been successful on any other issue or matter in any such claim, action, suit or proceeding.

(d) The Company shall indemnify and hold harmless any person who is or was a Member, Manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trustee, employee benefit plan or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the appearance of such person as a witness in any claim, action, suit or proceeding, whether formal or informal and whether civil, criminal, administrative or investigative, including appeals, as a result of such person having occupied such office or position, or undertaken such service when such person is not a party to such action, suit or proceeding.

(e) Except as provided in Section 5.3(c) and except as may be ordered by a court, any indemnification under Sections 5.3(a) and 5.3(b) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Member, Manager, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 5.3(a) and 5.3(b). Such a determination shall be made (i) by the Board by a majority

vote of a quorum consisting of Managers who were not parties to, or who have been wholly successful on the merits or otherwise with respect to, such claim, action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, if obtainable, a quorum of disinterested Managers so directs, by the firm of independent legal counsel then employed by the Company, in a written opinion, or (iii) other than with respect to indemnification with respect to the Member, by the affirmative vote of the Member.

(f) Expenses (including attorneys’ fees) incurred in defending a civil or criminal claim, action, suit or proceeding shall be paid by the Company in advance of the final disposition of such claim, action, suit or proceeding upon receipt of an undertaking by or on behalf of the Member, Manager, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized in this Section.

(g) The indemnification and advancement of expenses provided by or granted pursuant to this Section shall be a contract right, shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which those seeking indemnification or advancement of expenses may be entitled under any statute, rule or law, provisions of any resolution, agreement or otherwise specifically or in general terms, both as to action by a Member, Manager, officer, employee or agent in his or her official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be a Member, Manager, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Company shall not effect any sale of substantially all of its assets, merge, consolidate or effect other reorganizations unless the purchaser or surviving entity agrees to assume all such obligations of the Company.

(h) The Company may purchase and maintain insurance on behalf of any person who is or was a Member, Manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of this Section.

(i) For the purposes of this Section, the Company shall be deemed to have requested a Manager, Member, officer, employee or agent of the Company to serve an employee benefit plan whenever the performance by such

person of his or her duties to the Company also imposes duties on, or otherwise involves services by, such person to the plan or to participants in or beneficiaries of the plan; “fines” shall be deemed to include excise taxes assessed on such person with respect to an employee benefit plan pursuant to applicable law; and action taken or omitted by such person with respect to an employee benefit plan in the performance of his or her duties for a purpose reasonably believed by him or her to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company. Any indemnification under this Section with regard to any employee benefit plan shall apply notwithstanding any provisions of any employee benefit plan.

(j) If for any reason, any provision of this Section is held invalid, in whole or in part, such invalidity shall not affect any other provision or part of this Section not held so invalid, and each such other provision or part shall to the full extent consistent with law continue in full force and effect.

ARTICLE 6

CONFLICTS OF INTEREST

Section 6.1 Conflicts of Interest.

Any Manager or Officer that proposes to enter into a transaction, directly or indirectly, with the Company must first receive the approval of the Board. Any transaction described in this Section 6.1 that is not first approved by the Board shall, at the discretion of the Board, be null and void.

ARTICLE 7

INCOME TAX MATTERS

Section 7.1 Federal, State and Local Income Taxes.

It is the intention of the Member that the existence of the Company be ignored for federal, state and local income tax purposes.

ARTICLE 8

DISSOLUTION

Section 8.1 Dissolution.

The Company shall be dissolved only upon the election of the Member. Dissolution of the Company shall be effective on the date designated by the Member.

ARTICLE 9

AMENDMENTS AND CONSENTS

Section 9.1 Amendments.

This Agreement and the Certificate of Formation may be amended only with the approval of the Member.

Section 9.2 Method of Giving Consent.

Any consent required by this Agreement must be in writing, and unless otherwise expressly agreed by the Member or the Managers as the case may be, must be given by the Member or Managers as the case may be, at or prior to the doing of the act or thing for which the consent is solicited.

ARTICLE 10

GENERAL PROVISIONS

Section 10.1 Headings.

The headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

Section 10.2 Governing Law.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware.

Section 10.3 Severability.

In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect and shall be enforced to the greatest extent permitted by law.

Section 10.4 Waivers.

No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.

Section 10.5 Agreement; Effect of Inconsistencies with Act.

This Agreement shall govern the existence and organization of the Company, and except to the extent a provision of this Agreement expressly incorporates federal income tax rules by reference to sections of the Internal Revenue Code of 1986, as amended, or regulations thereto or is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when

inconsistent with, or different than, the provisions of the Act or any other law or rule. To the extent any provision of this Agreement is invalid or unenforceable under the Act, the provisions of this Agreement shall be enforced to the maximum extent permitted in order to make this Agreement effective under the Act, and all other parts of this Agreement will remain in force.

IN WITNESS WHEREOF, the Member has executed this Agreement effective as of the date first written above.

MEMBER:
RUBY TUESDAY, INC.
By:	/s/ Daniel T. Cronk
Name:	Daniel T. Cronk
Title:	Senior Vice President

EX-3.20

Exhibit 3.20

CERTIFICATE OF FORMATION

OF

RT FLORIDA EQUITY, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6, Section 18-201 of the Delaware Limited Liability Company Act and the acts amendatory thereof and supplemental thereto) hereby certifies that:

1. The name of the limited liability company is RT Florida Equity, LLC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 13 day of May, 2004.

/s/ Daniel T. Cronk

Daniel T. Cronk, Authorized Person

EX-3.21

Exhibit 3.21

RT FLORIDA EQUITY, LLC

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

RT FLORIDA EQUITY, LLC

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Agreement”) is entered into this the 13 day of May, 2004, by RUBY TUESDAY, INC., a Georgia corporation, (the “Member”) as the initial Member of RT FLORIDA EQUITY, LLC, a Delaware limited liability company (the “Company”) organized pursuant to the Delaware Limited Liability Company Act (the “Act”).

FACTS:

1. The Member has formed a limited liability company under the provisions of the Act by causing a Certificate of Formation to be filed with the Delaware Secretary of State. The Company’s Managers (as defined herein) may, from time to time, pursuant to the relevant provisions of the Act, change the registered agent or office;

2. The Member desires to operate the Company in accordance with the terms and subject to the conditions set forth in this Agreement.

OPERATING AGREEMENT:

ARTICLE 1

FORMATION

Section 1.1 Registered Agent and Office.

The Company’s registered agent for service of process and registered office shall be The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The Company’s Managers (as defined herein) may, from time to time, pursuant to the relevant provisions of the Act, change the registered agent or office.

Section 1.2 Business Purpose.

The business and purposes of the Company shall be to engage in any lawful business permitted by the Act. Subject to the terms of this Agreement, the Company shall have all powers of a limited liability company under the Act.

ARTICLE 2

BOARD OF MANAGERS

Section 2.1 Board of Managers.

The management of the Company shall be vested in a Board of Managers (the “Board”), subject to the Managers’ authority to delegate powers and duties to Officers of the Company; provided that no Manager, acting solely in his or her capacity as a Manager, shall have the authority to act on behalf of or bind the Company, unless expressly authorized to do so by the Board.

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Section 2.2 Number and Tenure of Managers.

The number of Managers shall be fixed by the Members. Each Manager shall hold office until such Manager’s successor is appointed by the Member, or until such Manager’s earlier resignation or removal by the Member.

Section 2.3 Regular Meetings of the Board.

Regular meetings of the Board may be held without notice at such time and in such place, either within or without the State of Delaware, as shall from time to time be determined by the Board.

Section 2.4 Special Meetings.

(a) Special meetings of the Board may be called by or at the request of the Member, the President or at least one-third of the number of Managers constituting the whole board. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Delaware, as the place for holding any special meeting of the Board called by them.

(b) Unless waived as provided herein, notice of any special meeting of the Board shall be given at least two (2) days previous thereto by written notice to each Manager at his or her address. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail so addressed, with first class postage thereon prepaid. If sent by any other means (including facsimile, courier, or express mail, etc.), such notice shall be deemed to be delivered when actually delivered to the home or business address of the Manager.

Section 2.5 Quorum of Managers.

A majority of the total number of Managers fixed pursuant to this Agreement shall constitute a quorum for the transaction of business. If less than a majority of the Managers are present at a meeting of the Board, a majority of the Managers present may adjourn the meeting from time to time without further notice.

Section 2.6 Voting of Managers.

The vote of the majority of the Managers present at a meeting at which a quorum is present shall be the act of the Board.

Section 2.7 Resignation and Removal of Managers.

(a) Any Manager may resign at any time upon written notice to the Company.

(b) A Manager, or the entire Board of Managers, may be removed at any time, with or without cause, by the Member.

Section 2.8 Vacancies.

Vacancies in the Board shall be filled by appointment by the Member or, if the Member fails to fill any vacancy on the Board, by a majority of the remaining Managers.

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Section 2.9 Participation by Video or Telephone Conference of Managers.

Members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or committee thereof, by means of conference telephone or similar communications equipment as long as all persons participating in the meeting can speak with and hear each other. Participation by a Manager pursuant to this Section 2.9 shall constitute presence in person at such meeting.

Section 2.10 Actions Requiring the Consent of the Member.

Without the approval of the Member, the Board shall not have authority to:

(a) do any act in contravention of this Agreement;

(b) do any act which would make it impossible to carry on the ordinary business of the Company;

(c) co-mingle Company funds with funds of a Manager;

(d) confess a judgment against the Company;

(e) merge or consolidate the Company with or into any other entity or change or reorganize the Company into any other legal form;

(f) execute or deliver any general assignment for the benefit of creditors of the Company or permit the entry of an order of relief against the Company under any state or federal bankruptcy laws; or

(g) sell or transfer all, or substantially all, of the assets of the Company.

Section 2.11 Action Without Meeting.

Any action required or permitted by law or by this Agreement to be taken by the Board may be taken by written consent, without a meeting, if such consent is executed by not less than a majority of the Board. Notice of such action without a meeting by less than unanimous written consent shall be given within ten (10) days of the taking of such action to those Managers of record on the date when the written consent is first executed who did not participate in taking the action.

Section 2.12 Waiver of Notice.

(a) A written waiver of any required notice, signed by the person entitled to notice, whether before or after the date stated therein, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Managers need be specified in any written waiver of notice.

(b) Attendance of a person at a meeting shall constitute a waiver of notice of such meeting.

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ARTICLE 3

AUTHORITY OF THE MEMBER

Section 3.1 Authority of the Member.

Except as otherwise provided in this Agreement, the Member shall not participate in the management or control of the Company’s business, transact any business for the Company, or have the power to act for or bind the Company, said powers being vested solely and exclusively in the Managers and the Officers of the Company.

Section 3.2 Rights of the Member. The Member shall have the following rights:

(a) the Member may give its consent to any of the items specified in Section 2.10 above;

(b) the Member may elect to dissolve the Company;

(c) the Member may consent to any amendments to this Agreement or the Certificate of Formation as provided in Section 9.1 below; and

(d) the Member may appoint and remove a Manager in accordance with the applicable provisions of this Agreement.

ARTICLE 4

OFFICERS

Section 4.1 General Provisions.

The Officers of the Company may consist of (i) a Chief Executive Officer, (ii) a President, (iii) a Treasurer, (iv) a Secretary, and (iv) such other Officers as may be elected by the Managers or appointed as provided in this Agreement. Any two or more offices may be held by the same person. The salary of each Officer, if any, shall be set by the Board, provided that the salary, if any, of an Officer who is a Manager shall be set by the Member.

Section 4.2 Election and Appointment of Officers.

The Board shall elect the Officers, and each Officer shall serve for the term of office for which he is elected or appointed and until his successor has been elected or appointed and has qualified, or his earlier resignation, removal from office by the Board or death.

Section 4.3 Chief Executive Officer. The Chief Executive Officer may be elected at the discretion of the manager(s). The Chief Executive Officer shall have such duties and such powers as the Member may be from time to time prescribe, and, in addition, in the absence or disability of the President, and in priority to any vice president, the Chief Executive Officer shall perform the duties and exercise the powers of the President.

Section 4.4 President.

The President shall be responsible for the general and active management of the business of the Company, and shall have the authority to conduct all ordinary business on behalf of the Company and may execute and deliver on behalf of the Company any agreement, conveyance, note or similar document, provided that the approval of the Board or the Member is not required by this Agreement.

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Section 4.5 Treasurer.

The Treasurer shall be responsible for the financial books and records of the Company, and for keeping accurate accounts thereof, and shall have such other duties and powers as may from time to time be delegated to him by the President or the Board.

Section 4.6 Secretary.

The Secretary shall keep minutes of all meetings of the Board of the Company, have charge of the minute books, ownership records and seal of the Company and perform such other duties and have such other powers as may from time to time be delegated to him by the President or the Board.

Section 4.7 Assistant Secretaries.

Assistants to the Secretary may be appointed by the President or elected by the Board and shall perform such duties and have such powers as delegated to them by the President or the Board.

Section 4.8 Vice Presidents.

The Company may have one or more Vice Presidents, elected by the Board, who shall perform such duties and have such powers as may be delegated by the President or the Board.

Section 4.9 Removal of Officer.

At a meeting of the Board called expressly for such purpose, any Officer may be removed as an Officer by the affirmative vote of a majority of the Managers.

Section 4.10 Actions Requiring the Consent of the Board.

Without the approval of the Board, no Officer shall have authority to:

(a) do any act in contravention of this Agreement;

(b) do any act which would make it impossible to carry on the ordinary business of the Company;

(c) pledge the credit of the Company for any purpose except for Company purposes;

(d) sell or transfer all, or substantially all, of the assets of the Company;

(e) cause the Company to guarantee any material debt obligations of any person other than the Company;

(f) make any distribution; or

(g) assume or create any material indebtedness other than in the ordinary course of business.

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ARTICLE 5

LIMITATIONS ON AUTHORITY;

INDEMNIFICATION AND LIABILITY

Section 5.1 Limitation of Authority.

(a) The Member, acting solely in its capacity as a Member, is not an agent of the Company and does not have any authority to act on behalf of the Company, execute any instrument in connection with the carrying on of the Company’s business and affairs, or otherwise bind the Company in any matter.

(b) Each Manager, acting solely in his capacity as a Manager, is not an agent of the Company and does not have any authority to act on behalf of the Company, execute any instrument in connection with the carrying on of the Company’s business and affairs, or otherwise bind the Company in any matter.

Section 5.2 Liability of the Member and Managers.

(a) The Member shall have no duties or obligations to the Company solely by reason of acting in its capacity as a Member.

(b) Each Manager shall act in a manner he or she believes in good faith to be in the best interests of the Company, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances in carrying on the business and affairs of the Company; provided that no Manager shall have any personal liability to the Company or the Member for any loss or damage sustained by the Company or the Member for breach of a fiduciary or other duty in connection with this Agreement as a Manager, by reason of any act or omission occurring subsequent to the date when this provision becomes effective, except that this provision shall not eliminate or limit the liability of a Manager for (i) intentional misconduct or a knowing violation of law, or (ii) any transaction from which the Manager derived an improper personal benefit in violation or breach of this Agreement.

Section 5.3 Indemnification.

(a) Under the circumstances prescribed in Sections 5.3(c) and 5.3(e), the Company shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether formal or informal, and whether civil, criminal, administrative or investigative, including appeals, (other than an action by or in the right of the Company) by reason of the fact that the person is or was a Member, Manager, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by the person in connection with such claim, action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was

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unlawful. The termination of any claim, action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that (i) the person did not act in good faith, (ii) the person did not act in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, and (iii) with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.

(b) Under the circumstances prescribed in Sections 5.3(c) and 5.3(e), the Company shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the person is or was a Member, Manager, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such claim, action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable in the performance of his or her duty to the Company, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a Member, Manager, officer, employee or agent of the Company has been successful on the merits or otherwise in defense of any claim, action, suit or proceeding referred to in Sections 5.3(a) and 5.3(b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith, notwithstanding that he has not been successful on any other issue or matter in any such claim, action, suit or proceeding.

(d) The Company shall indemnify and hold harmless any person who is or was a Member, Manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trustee, employee benefit plan or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the appearance of such person as a witness in any claim, action, suit or proceeding, whether formal or informal and whether civil, criminal, administrative or investigative, including appeals, as a result of such person having occupied such office or position, or undertaken such service when such person is not a party to such action, suit or proceeding.

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(e) Except as provided in Section 5.3(c) and except as may be ordered by a court, any indemnification under Sections 5.3(a) and 5.3(b) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Member, Manager, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 5.3(a) and 5.3(b). Such a determination shall be made (i) by the Board by a majority vote of a quorum consisting of Managers who were not parties to, or who have been wholly successful on the merits or otherwise with respect to, such claim, action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, if obtainable, a quorum of disinterested Managers so directs, by the firm of independent legal counsel then employed by the Company, in a written opinion, or (iii) other than with respect to indemnification with respect to the Member, by the affirmative vote of the Member.

(f) Expenses (including attorneys’ fees) incurred in defending a civil or criminal claim, action, suit or proceeding shall be paid by the Company in advance of the final disposition of such claim, action, suit or proceeding upon receipt of an undertaking by or on behalf of the Member, Manager, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized in this Section.

(g) The indemnification and advancement of expenses provided by or granted pursuant to this Section shall be a contract right, shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which those seeking indemnification or advancement of expenses may be entitled under any statute, rule or law, provisions of any resolution, agreement or otherwise specifically or in general terms, both as to action by a Member, Manager, officer, employee or agent in his or her official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be a Member, Manager, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Company shall not effect any sale of substantially all of its assets, merge, consolidate or effect other reorganizations unless the purchaser or surviving entity agrees to assume all such obligations of the Company.

(h) The Company may purchase and maintain insurance on behalf of any person who is or was a Member, Manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of this Section.

(i) For the purposes of this Section, the Company shall be deemed to have requested a Manager, Member, officer, employee or agent of the Company to serve an employee benefit plan whenever the performance by such person of his or her duties to the Company also imposes duties on, or otherwise involves services by, such person to the plan or to participants in or beneficiaries of the plan; “fines” shall be deemed to include excise taxes assessed on such person with respect to an employee benefit plan pursuant to applicable law; and action taken or omitted by such person with respect to an employee benefit plan in the performance of his or her duties for a purpose reasonably believed by him or her to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company. Any indemnification under this Section with regard to any employee benefit plan shall apply notwithstanding any provisions of any employee benefit plan.

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(j) If for any reason, any provision of this Section is held invalid, in whole or in part, such invalidity shall not affect any other provision or part of this Section not held so invalid, and each such other provision or part shall to the full extent consistent with law continue in full force and effect.

ARTICLE 6

CONFLICTS OF INTEREST

Section 6.1 Conflicts of Interest.

Any Manager or Officer that proposes to enter into a transaction, directly or indirectly, with the Company must first receive the approval of the Board. Any transaction described in this Section 6.1 that is not first approved by the Board shall, at the discretion of the Board, be null and void.

ARTICLE 7

INCOME TAX MATTERS

Section 7.1 Federal, State and Local Income Taxes.

It is the intention of the Member that the existence of the Company be ignored for federal, state and local income tax purposes.

ARTICLE 8

DISSOLUTION

Section 8.1 Dissolution.

The Company shall be dissolved only upon the election of the Member. Dissolution of the Company shall be effective on the date designated by the Member.

ARTICLE 9

AMENDMENTS AND CONSENTS

Section 9.1 Amendments.

This Agreement and the Certificate of Formation may be amended only with the approval of the Member.

Section 9.2 Method of Giving Consent.

Any consent required by this Agreement must be in writing, and unless otherwise expressly agreed by the Member or the Managers as the case may be, must be given by the Member or Managers as the case may be, at or prior to the doing of the act or thing for which the consent is solicited.

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ARTICLE 10

GENERAL PROVISIONS

Section 10.1 Headings.

The headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

Section 10.2 Governing Law.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware.

Section 10.3 Severability.

In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect and shall be enforced to the greatest extent permitted by law.

Section 10.4 Waivers.

No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.

Section 10.5 Agreement; Effect of Inconsistencies with Act.

This Agreement shall govern the existence and organization of the Company, and except to the extent a provision of this Agreement expressly incorporates federal income tax rules by reference to sections of the Internal Revenue Code of 1986, as amended, or regulations thereto or is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule. To the extent any provision of this Agreement is invalid or unenforceable under the Act, the provisions of this Agreement shall be enforced to the maximum extent permitted in order to make this Agreement effective under the Act, and all other parts of this Agreement will remain in force.

IN WITNESS WHEREOF, the Member has executed this Agreement effective as of the date first written above.

MEMBER:
RUBY TUESDAY, INC.
By:	/s/ Daniel T. Cronk
Name:	Daniel T. Cronk
Title:	Senior Vice President

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EX-3.22

Exhibit 3.22

ARTICLES OF ORGANIZATION Form 031
Filing fee: $50.00 revised 12/31/01
Deliver 2 copies to: Colorado Secretary of State
Business Division,
1560 Broadway, Suite 200
Denver, CO 80202-5169
This document must be typed or machine printed
Please include a self-addressed envelope	ABOVE SPACE FOR OFFICE USE ONLY

The undersigned, a natural person eighteen years of age or older, intending to organize a limited liability company pursuant to § 7-80-203, Colorado Revised Statutes (C.R.S.), delivers these Articles of Organization to the Colorado Secretary of State for filing, and states as follows:

1. The name of the limited liability company is: RTGC, LLC.

The name of a limited liability company must contain the term “limited liability company”, “ltd. liability company”, “limited liability co.”, or “ltd. liability co.” or the abbreviation “LLC” or “L.L.C.” §7-90-601(3)[(c), C.R.S.

2. If known, The principal place of business of the limited liability company is:

3. The name, and the business address, of the registered agent for service of process on the limited liability company are: Name The Corporation Company ; Business Address (must be a street or other physical address in Colorado) 1675 Broadway, Denver, CO 80202

If mail is undeliverable to this address, ALSO include a post office box address:                                                                                                          

4. a. If the management of the limited liability company is vested in managers, mark the box

¨    “The management of the limited liability company is vested in managers rather than members.” The name(s) and business address(es) of the initial manager(s) is(are):

Name(s) Business Address(es)

or

b. If management of the limited liability company is not vested in managers rather than members,

The name(s) and business address(es) of the initial member(s) is(are):

Name(s) Ruby Tuesday, Inc. Business Address(es) 150 West Church Avenue, Maryville,   Tennessee 37801

5. The address to which the Secretary of State may send a copy of this document upon completion of filing (or to which the Secretary of State may return this document if filing is refused) is: Daniel T. Cronk, 150 West Church Avenue, Maryville, Tennessee 37801

Organizer	/s/ Marguerite N. Duffy	Signer’s Name-printed	Marguerite N. Duffy
	(individual’s signature)

OPTIONAL. The electronic mail and/or Internet address for this entity is/are: e-mail                                                                                  Web site                                                                                                                                                   

The Colorado Secretary of State may contact the following authorized person regarding this document:

name	Daniel T. Cronk	address	150 West Church Avenue, Maryville, TN 37801
voice	865-379-5730	fax	865-379-6826   e-mail

Disclaimer: This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user’s attorney.

EX-3.23

Exhibit 3.23

RTGC, LLC

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

RTGC, LLC

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Agreement”) is entered into this the 18^th day of June, 2002, by RUBY TUESDAY, INC. (the “Member”) as the initial Member of RTGC, LLC, a Colorado limited liability company (the “Company”) organized pursuant to the Colorado Revised Statutes (the “Act”).

FACTS:

1. The Member has formed a limited liability company under the provisions of the Act by causing Articles of Organization to be filed with the Colorado Secretary of State;

2. The Member has made an initial capital contribution in the amount of $ 10.00 as consideration for all the outstanding membership interests of the Company; and

2. The Member desires to operate the Company in accordance with the terms and subject to the conditions set forth in this Agreement.

OPERATING AGREEMENT:

ARTICLE 1

FORMATION

Section 1.1 Registered Agent and Office.

The Company’s registered agent for service of process and registered office shall be The Corporation Company, 1675 Broadway, Denver, Colorado 80202. The Company’s Managers (as defined herein) may, from time to time, pursuant to the relevant provisions of the Act, change the registered agent or office.

Section 1.2 Business Purpose.

The business and purposes of the Company shall be to engage in any lawful business permitted by the Act. Subject to the terms of this Agreement, the Company shall have all powers of a limited liability company under the Act.

Section 1.3 Term.

The term of the Company shall be perpetual unless otherwise terminated pursuant to this Agreement or by operation of law.

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ARTICLE 2

BOARD OF MANAGERS

Section 2.1 Board of Managers.

The management of the Company shall be vested in a Board of Managers (the “Board”), subject to the Managers’ authority to delegate powers and duties to Officers of the Company; provided that no Manager, acting solely in his or her capacity as a Manager, shall have the authority to act on behalf of or bind the Company, unless expressly authorized to do so by the Board.

Section 2.2 Number and Tenure of Managers.

The number of Managers shall be fixed by the Members. Each Manager shall hold office until such Manager’s successor is appointed by the Member, or until such Manager’s earlier resignation or removal by the Member.

Section 2.3 Regular Meetings of the Board.

Regular meetings of the Board may be held without notice at such time and in such place, either within or without the State of Colorado, as shall from time to time be determined by the Board.

Section 2.4 Special Meetings.

(a) Special meetings of the Board may be called by or at the request of the Member, the President or at least one-third of the number of Managers constituting the whole board. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Colorado, as the place for holding any special meeting of the Board called by them.

(b) Unless waived as provided herein, notice of any special meeting of the Board shall be given at least two (2) days previous thereto by written notice to each Manager at his or her address. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail so addressed, with first class postage thereon prepaid. If sent by any other means (including facsimile, courier, or express mail, etc.), such notice shall be deemed to be delivered when actually delivered to the home or business address of the Manager.

Section 2.5 Quorum of Managers.

A majority of the total number of Managers fixed pursuant to this Agreement shall constitute a quorum for the transaction of business. If less than a majority of the Managers are present at a meeting of the Board, a majority of the Managers present may adjourn the meeting from time to time without further notice.

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Section 2.6 Voting of Managers.

The vote of the majority of the Managers present at a meeting at which a quorum is present shall be the act of the Board.

Section 2.7 Resignation and Removal of Managers.

(a) Any Manager may resign at any time upon written notice to the Company.

(b) A Manager, or the entire Board of Managers, may be removed at any time, with or without cause, by the Member.

Section 2.8 Vacancies.

Vacancies in the Board shall be filled by appointment by the Member or, if the Member fails to fill any vacancy on the Board, by a majority of the remaining Managers.

Section 2.9 Participation by Video or Telephone Conference of Managers.

Members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or committee thereof, by means of conference telephone or similar communications equipment as long as all persons participating in the meeting can speak with and hear each other. Participation by a Manager pursuant to this Section 2.9 shall constitute presence in person at such meeting.

Section 2.10 Actions Requiring the Consent of the Member.

Without the approval of the Member, the Board shall not have authority to:

(a) do any act in contravention of this Agreement;

(b) do any act which would make it impossible to carry on the ordinary business of the Company;

(c) co-mingle Company funds with funds of a Manager;

(d) confess a judgment against the Company;

(e) merge or consolidate the Company with or into any other entity or change or reorganize the Company into any other legal form;

(f) execute or deliver any general assignment for the benefit of creditors of the Company or permit the entry of an order of relief against the Company under any state or federal bankruptcy laws; or

(g) sell or transfer all, or substantially all, of the assets of the Company.

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Section 2.11 Action Without Meeting.

Any action required or permitted by law or by this Agreement to be taken by the Board may be taken by written consent, without a meeting, if such consent is executed by not less than a majority of the Board. Notice of such action without a meeting by less than unanimous written consent shall be given within ten (10) days of the taking of such action to those Managers of record on the date when the written consent is first executed who did not participate in taking the action.

Section 2.12 Waiver of Notice.

(a) A written waiver of any required notice, signed by the person entitled to notice, whether before or after the date stated therein, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Managers need be specified in any written waiver of notice.

(b) Attendance of a person at a meeting shall constitute a waiver of notice of such meeting.

ARTICLE 3

AUTHORITY OF THE MEMBER

Section 3.1 Authority of the Member.

Except as otherwise provided in this Agreement, the Member shall not participate in the management or control of the Company’s business, transact any business for the Company, or have the power to act for or bind the Company, said powers being vested solely and exclusively in the Managers and the Officers of the Company.

Section 3.2 Rights of the Member. The Member shall have the following rights:

(a) the Member may give its consent to any of the items specified in Section 2.10 above;

(b) the Member may elect to dissolve the Company;

(c) the Member may consent to any amendments to this Agreement or the Articles of Organization as provided in Section 9.1 below; and

(d) the Member may appoint and remove a Manager in accordance with the applicable provisions of this Agreement.

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ARTICLE 4

OFFICERS

Section 4.1 General Provisions.

The Officers of the Company may consist of (i) a Chief Executive Officer, (ii) a President, (iii) a Treasurer, (iv) a Secretary, and (iv) such other Officers as may be elected by the Managers or appointed as provided in this Agreement. Any two or more offices may be held by the same person. The salary of each Officer, if any, shall be set by the Board, provided that the salary, if any, of an Officer who is a Manager shall be set by the Member.

Section 4.2 Election and Appointment of Officers.

The Board shall elect the Officers, and each Officer shall serve for the term of office for which he is elected or appointed and until his successor has been elected or appointed and has qualified, or his earlier resignation, removal from office by the Board or death.

Section 4.3 Chief Executive Officer. The Chief Executive Officer may be elected at the discretion of the manager(s). The Chief Executive Officer shall have such duties and such powers as the Member may be from time to time prescribe, and, in addition, in the absence or disability of the President, and in priority to any vice president, the Chief Executive Officer shall perform the duties and exercise the powers of the President.

Section 4.4 President.

The President shall be responsible for the general and active management of the business of the Company, and shall have the authority to conduct all ordinary business on behalf of the Company and may execute and deliver on behalf of the Company any agreement, conveyance, note or similar document, provided that the approval of the Board or the Member is not required by this Agreement.

Section 4.5 Treasurer.

The Treasurer shall be responsible for the financial books and records of the Company, and for keeping accurate accounts thereof, and shall have such other duties and powers as may from time to time be delegated to him by the President or the Board.

Section 4.6 Secretary.

The Secretary shall keep minutes of all meetings of the Board of the Company, have charge of the minute books, ownership records and seal of the Company and perform such other duties and have such other powers as may from time to time be delegated to him by the President or the Board.

Section 4.7 Assistant Secretaries.

Assistants to the Secretary may be appointed by the President or elected by the Board and shall perform such duties and have such powers as delegated to them by the President or the Board.

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Section 4.8 Vice Presidents.

The Company may have one or more Vice Presidents, elected by the Board, who shall perform such duties and have such powers as may be delegated by the President or the Board.

Section 4.9 Removal of Officer.

At a meeting of the Board called expressly for such purpose, any Officer may be removed as an Officer by the affirmative vote of a majority of the Managers.

Section 4.10 Actions Requiring the Consent of the Board.

Without the approval of the Board, no Officer shall have authority to:

(a) do any act in contravention of this Agreement;

(b) do any act which would make it impossible to carry on the ordinary business of the Company;

(c) pledge the credit of the Company for any purpose except for Company purposes;

(d) sell or transfer all, or substantially all, of the assets of the Company;

(e) cause the Company to guarantee any material debt obligations of any person other than the Company;

(f) make any distribution; or

(g) assume or create any material indebtedness other than in the ordinary course of business.

ARTICLE 5

LIMITATIONS ON AUTHORITY;

INDEMNIFICATION AND LIABILITY

Section 5.1 Limitation of Authority.

(a) The Member, acting solely in its capacity as a Member, is not an agent of the Company and does not have any authority to act on behalf of the Company, execute any instrument in connection with the carrying on of the Company’s business and affairs, or otherwise bind the Company in any matter.

(b) Each Manager, acting solely in his capacity as a Manager, is not an agent of the Company and does not have any authority to act on behalf of the Company, execute any instrument in connection with the carrying on of the Company’s business and affairs, or otherwise bind the Company in any matter.

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Section 5.2 Liability of the Member and Managers.

(a) The Member shall have no duties or obligations to the Company solely by reason of acting in its capacity as a Member.

(b) Each Manager shall act in a manner he or she believes in good faith to be in the best interests of the Company, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances in carrying on the business and affairs of the Company; provided that no Manager shall have any personal liability to the Company or the Member for any loss or damage sustained by the Company or the Member for breach of a fiduciary or other duty in connection with this Agreement as a Manager, by reason of any act or omission occurring subsequent to the date when this provision becomes effective, except that this provision shall not eliminate or limit the liability of a Manager for (i) intentional misconduct or a knowing violation of law, or (ii) any transaction from which the Manager derived an improper personal benefit in violation or breach of this Agreement.

Section 5.3 Indemnification.

(a) Under the circumstances prescribed in Sections 5.3(c) and 5.3(e), the Company shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether formal or informal, and whether civil, criminal, administrative or investigative, including appeals, (other than an action by or in the right of the Company) by reason of the fact that the person is or was a Member, Manager, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by the person in connection with such claim, action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any claim, action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that (i) the person did not act in good faith, (ii) the person did not act in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, and (iii) with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.

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(b) Under the circumstances prescribed in Sections 5.3(c) and 5.3(e), the Company shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the person is or was a Member, Manager, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such claim, action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable in the performance of his or her duty to the Company, unless and only to the extent that a court of competent jurisdiction or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which a court of competent jurisdiction or such other court shall deem proper.

(c) To the extent that a Member, Manager, officer, employee or agent of the Company has been successful on the merits or otherwise in defense of any claim, action, suit or proceeding referred to in Sections 5.3(a) and 5.3(b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith, notwithstanding that he has not been successful on any other issue or matter in any such claim, action, suit or proceeding.

(d) The Company shall indemnify and hold harmless any person who is or was a Member, Manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trustee, employee benefit plan or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the appearance of such person as a witness in any claim, action, suit or proceeding, whether formal or informal and whether civil, criminal, administrative or investigative, including appeals, as a result of such person having occupied such office or position, or undertaken such service when such person is not a party to such action, suit or proceeding.

(e) Except as provided in Section 5.3(c) and except as may be ordered by a court, any indemnification under Sections 5.3(a) and 5.3(b) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Member, Manager, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 5.3(a) and 5.3(b). Such a determination shall be made (i) by the Board by a majority vote of a quorum consisting of Managers who were not parties to, or who have been wholly successful on the merits or otherwise with respect to, such claim, action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, if obtainable, a quorum of disinterested Managers so directs, by the firm of independent legal counsel then employed by the Company, in a written opinion, or (iii) other than with respect to indemnification with respect to the Member, by the affirmative vote of the Member.

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(f) Expenses (including attorneys’ fees) incurred in defending a civil or criminal claim, action, suit or proceeding shall be paid by the Company in advance of the final disposition of such claim, action, suit or proceeding upon receipt of an undertaking by or on behalf of the Member, Manager, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized in this Section.

(g) The indemnification and advancement of expenses provided by or granted pursuant to this Section shall be a contract right, shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which those seeking indemnification or advancement of expenses may be entitled under any statute, rule or law, provisions of any resolution, agreement or otherwise specifically or in general terms, both as to action by a Member, Manager, officer, employee or agent in his or her official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be a Member, Manager, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Company shall not effect any sale of substantially all of its assets, merge, consolidate or effect other reorganizations unless the purchaser or surviving entity agrees to assume all such obligations of the Company.

(h) The Company may purchase and maintain insurance on behalf of any person who is or was a Member, Manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of this Section.

(i) For the purposes of this Section, the Company shall be deemed to have requested a Manager, Member, officer, employee or agent of the Company to serve an employee benefit plan whenever the performance by such person of his or her duties to the Company also imposes duties on, or otherwise involves services by, such person to the plan or to participants in or beneficiaries of the plan; “fines” shall be deemed to include excise taxes assessed on such person with respect to an employee benefit plan pursuant to applicable law; and action taken or omitted by such person with respect to an employee benefit plan in the performance of his or her duties for a purpose reasonably believed by him or her to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company. Any indemnification under this Section with regard to any employee benefit plan shall apply notwithstanding any provisions of any employee benefit plan.

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(j) If for any reason, any provision of this Section is held invalid, in whole or in part, such invalidity shall not affect any other provision or part of this Section not held so invalid, and each such other provision or part shall to the full extent consistent with law continue in full force and effect.

ARTICLE 6

CONFLICTS OF INTEREST

Section 6.1 Conflicts of Interest.

Any Manager or Officer that proposes to enter into a transaction, directly or indirectly, with the Company must first receive the approval of the Board. Any transaction described in this Section 6.1 that is not first approved by the Board shall, at the discretion of the Board, be null and void.

ARTICLE 7

INCOME TAX MATTERS

Section 7.1 Federal, State and Local Income Taxes.

It is the intention of the Member that the existence of the Company be ignored for federal, state and local income tax purposes.

ARTICLE 8

DISSOLUTION

Section 8.1 Dissolution.

The Company shall be dissolved only upon the election of the Member. Dissolution of the Company shall be effective on the date designated by the Member.

ARTICLE 9

AMENDMENTS AND CONSENTS

Section 9.1 Amendments.

This Agreement and the Articles of Organization may be amended only with the approval of the Member.

Section 9.2 Method of Giving Consent.

Any consent required by this Agreement must be in writing, and unless otherwise expressly agreed by the Member or the Managers as the case may be, must be given by the Member or Managers as the case may be, at or prior to the doing of the act or thing for which the consent is solicited.

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ARTICLE 10

GENERAL PROVISIONS

Section 10.1 Headings.

The headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

Section 10.2 Governing Law.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Colorado.

Section 10.3 Severability.

In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect and shall be enforced to the greatest extent permitted by law.

Section 10.4 Waivers.

No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.

Section 10.5 Agreement; Effect of Inconsistencies with Act.

This Agreement shall govern the existence and organization of the Company, and except to the extent a provision of this Agreement expressly incorporates federal income tax rules by reference to sections of the Internal Revenue Code of 1986, as amended, or regulations thereto or is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule. To the extent any provision of this Agreement is invalid or unenforceable under the Act, the provisions of this Agreement shall be enforced to the maximum extent permitted in order to make this Agreement effective under the Act, and all other parts of this Agreement will remain in force.

IN WITNESS WHEREOF, the Member has executed this Agreement effective as of the date first written above.

MEMBER:
RUBY TUESDAY, INC.
By:	/s/ Marguerite N. Duffy
Name:	Marguerite N. Duffy
Title:	Senior Vice President

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EX-3.24

Exhibit 3.24

CERTIFICATE OF FORMATION

OF

RT DETROIT FRANCHISE, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6, Section 18-201 of the Delaware Limited Liability Company Act and the acts amendatory thereof and supplemental thereto) hereby certifies that:

FIRST: The name of the limited liability company is RT Detroit Franchise, LLC (hereinafter referred to as the “Limited Liability Company”).

SECOND: The address of the registered office and the name and address of the registered agent of the Limited Liability Company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are The Corporation Trust Co., 1209 Orange Street, Wilmington, Delaware 19801.

Executed as of the 23^rd day of June, 1999.

/s/ Carol D. Newman

Carol D. Newman, Authorized Person

EX-3.25

Exhibit 3.25

CERTIFICATE OF FORMATION

OF

RT MICHIGAN FRANCHISE, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6, Section 18-201 of the Delaware Limited Liability Company Act and the acts amendatory thereof and supplemental thereto) hereby certifies that:

FIRST: The name of the limited liability company is RT Michigan Franchise, LLC (hereinafter referred to as the “Limited Liability Company”).

SECOND: The address of the registered office and the name and address of the registered agent of the Limited Liability Company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are The Corporation Trust Co., 1209 Orange Street, Wilmington, Delaware 19801.

Executed as of the 23^rd day of June, 1999.

/s/ Carol D. Newman

Carol D. Newman, Authorized Person

EX-3.26

Exhibit 3.26

STATE OF DELAWARE

CERTIFICATE OF LIMITED PARTNERSHIP

THE UNDERSIGNED, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, does hereby certify as follows:

FIRST: The name of the limited partnership is RT West Palm Beach Franchise, L.P.

SECOND: The name and address of the Registered Agent is Corporation Service Company, 1013 Centre Road, Wilmington. Delaware 19805.

THIRD: The name and mailing address of the general partner is as follows:

EMPire Concepts, Inc.

c/o Ruby Tuesday, Inc.

4721 Morrison Drive

Mobile, Alabama 36609

IN WITNESS WHEREOF. the undersigned has executed this Certificate of Limited Partnership of RT West Palm Beach Franchise. L.P. as of this 4^th day of May, 1998.

GENERAL PARTNER:

EMPire Concepts, Inc.

/s/ Eric M. Paul

By: Eric M. Paul, President

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF LIMITED PARTNERSHIP

OF

RT WEST PALM BEACH FRANCHISE. L.P.

The undersigned, desiring to amend the Certificate of Limited Partnership of RT West Palm Beach Franchise, L.P., pursuant to the provisions of Section 17-.202 of the Revised Uniform Limited Partnership Act of the State of Delaware does hereby certify as follows:

FIRST: The name of the Limited Partnership is RT West Palm Beach Franchise, L.P .

SECOND: Article Second of the Certificate of’ Limited Partnership shall be amended as follows:

To change the registered agent in Delaware upon whom process may be served to The Corporation Trust Company. Corporation Trust Center. 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF. the undersigned executed this Amendment to the Certificate of Limited Partnership on this 31st day of December, 1998.

RT WEST PALM BEACH FRANCHISE, L.P.
By:	/s/ Eric M. Paul
	Eric M. Paul, President
	EMPire Concepts, Inc.
	General Partner

STATE OF DELAWARE AMENDMENT TO

THE CERTIFICATE OF LIMITED

PARTNERSHIP

The undersigned, desiring to amend the Certificate of Limited Partnership pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:

FIRST: The name of the Limited Partnership is RT West Palm Beach Franchise, L.P.

SECOND: Article 3 of the Certificate of Limited Partnership shall be amended as follows:

The name and mailing address of the General Partner is as follows:

RT West Palm Beach, Inc., 150 West Church Avenue, Maryville, TN 37801

IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 27^th day of April, 2009.

RT WEST PALM BEACH. INC. (General Partner):
	/s/ Scarlett May
Name:	Scarlett May, Vice President
	Print or Type

EX-3.27

Exhibit 3.27

CERTIFICATE OF FORMATION

OF

RT BOSTON FRANCHISE, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6, Section 18-201 of the Delaware Limited Liability Company Act and the acts amendatory thereof and supplemental thereto) hereby certifies that:

FIRST: The name of the limited liability company is RT Boston Franchise, LLC (hereinafter referred to as the “Limited Liability Company”).

SECOND: The address of the registered office and the name and address of the registered agent of the Limited Liability Company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 1013 Central Road, Wilmington, Delaware 19805.

Executed as of the 18^th day of November, 1998.

/s/ Thomas R. McNeill

Thomas R. McNeill, Authorized Person

CERTIFICATE OF AMENDMENT

OF

RT BOSTON FRANCHISE, LLC

1. The name of the limited liability company is RT Boston Franchise, LLC.

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The name of the company is changed to RT New England Franchise, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of RT Boston Franchise, LLC this 1^st day of December, 2001.

/s/ Tom Bard

Tom Bard, Member

EX-3.28

Exhibit 3.28

CERTIFICATE OF FORMATION

OF

RT LONG ISLAND FRANCHISE, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6, Section 18-201 of the Delaware Limited Liability Company Act and the acts amendatory thereof and supplemental thereto) hereby certifies that:

FIRST: The name of the limited liability company is RT Long Island Franchise, LLC (hereinafter referred to as the “Limited Liability Company”).

SECOND: The address of its registered office and the name and address of the registered agent of the Limited Liability Company required to be maintained by Section 18-204 of the Delaware Limited Liability Company Act are Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

Executed as of this 15^th day of June, 1998.

/s/ Carol D. Newman

Carol D. Newman, Authorized Person

EX-3.29

Exhibit 3.29

CERTIFICATE OF FORMATION

OF

RUBY TUESDAY, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company’, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6, Section 18-201 of the Delaware Limited Liability Company Act and the acts amendatory thereof and supplemental thereto) hereby certifies that:

FIRST: The name of the limited liability company is Ruby Tuesday, LLC (hereinafter referred to as the “Limited Liability Company”).

SECOND: The address of the registered office and the name and address of the registered agent of the Limited Liability Company required to be maintained by Section 18·104 of the Delaware Limited Liability Company Act are The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

Executed as of the 22^nd day of May, 2000.

/s/ Thomas R. McNeill

Thomas R. McNeill, Authorized Person

EX-3.30

Exhibit 3.30

RUBY TUESDAY, LLC

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

RUBY TUESDAY, LLC

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Agreement”) is entered into this the 1^st day of June 2000, by RUBY TUESDAY, INC., a Georgia Corporation, (the “Member”) as the initial Member of RUBY TUESDAY, LLC, a Delaware limited liability company (the “Company”) organized pursuant to the Delaware Limited Liability Company Act (the “Act”).

FACTS:

1. The Member has formed a limited liability company under the provisions of the Act by causing a Certificate of Formation to be filed with the Delaware Secretary of State. The Company’s Managers (as defined herein) may, from time to time, pursuant to the relevant provisions of the Act, change the registered agent or office;

2. The Member desires to operate the Company in accordance with the terms and subject to the conditions set forth in this Agreement.

OPERATING AGREEMENT:

ARTICLE 1

FORMATION

Section 1.1 Registered Agent and Office.

The Company’s registered agent for service of process and registered office shall be The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The Company’s Managers (as defined herein) may, from time to time, pursuant to the relevant provisions of the Act, change the registered agent or office.

Section 1.2 Business Purpose.

The business and purposes of the Company shall be to engage in any lawful business permitted by the Act. Subject to the terms of this Agreement, the Company shall have all powers of a limited liability company under the Act.

ARTICLE 27

BOARD OF MANAGERS

Section 2.1 Board of Managers.

The management of the Company shall be vested in a Board of Managers (the “Board”), subject to the Managers’ authority to delegate powers and duties to Officers of the Company; provided that no Manager, acting solely in his or her capacity as a Manager, shall have the authority to act on behalf of or bind the Company, unless expressly authorized to do so by the Board.

Section 2.2 Number and Tenure of Managers.

The number of Managers shall be fixed by the Members. Each Manager shall hold office until such Manager’s successor is appointed by the Member, or until such Manager’s earlier resignation or removal by the Member.

Section 2.3 Regular Meetings of the Board.

Regular meetings of the Board may be held without notice at such time and in such place, either within or without the State of Delaware, as shall from time to time be determined by the Board.

Section 2.4 Special Meetings.

(a) Special meetings of the Board may be called by or at the request of the Member, the President or at least one-third of the number of Managers constituting the whole board. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Delaware, as the place for holding any special meeting of the Board called by them.

(b) Unless waived as provided herein, notice of any special meeting of the Board shall be given at least two (2) days previous thereto by written notice to each Manager at his or her address. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail so addressed, with first class postage thereon prepaid. If sent by any other means (including facsimile, courier, or express mail, etc.), such notice shall be deemed to be delivered when actually delivered to the home or business address of the Manager.

Section 2.5 Quorum of Managers.

A majority of the total number of Managers fixed pursuant to this Agreement shall constitute a quorum for the transaction of business. If less than a majority of the Managers are present at a meeting of the Board, a majority of the Managers present may adjourn the meeting from time to time without further notice.

Section 2.6 Voting of Managers.

The vote of the majority of the Managers present at a meeting at which a quorum is present shall be the act of the Board.

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Section 2.7 Resignation and Removal of Managers.

(a) Any Manager may resign at any time upon written notice to the Company.

(b) A Manager, or the entire Board of Managers, may be removed at any time, with or without cause, by the Member.

Section 2.8 Vacancies.

Vacancies in the Board shall be filled by appointment by the Member or, if the Member fails to fill any vacancy on the Board, by a majority of the remaining Managers.

Section 2.9 Participation by Video or Telephone Conference of Managers.

Members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or committee thereof, by means of conference telephone or similar communications equipment as long as all persons participating in the meeting can speak with and hear each other. Participation by a Manager pursuant to this Section 2.9 shall constitute presence in person at such meeting.

Section 2.10 Actions Requiring the Consent of the Member.

Without the approval of the Member, the Board shall not have authority to:

(a) do any act in contravention of this Agreement;

(b) do any act which would make it impossible to carry on the ordinary business of the Company;

(c) co-mingle Company funds with funds of a Manager;

(d) confess a judgment against the Company;

(e) merge or consolidate the Company with or into any other entity or change or reorganize the Company into any other legal form;

(f) execute or deliver any general assignment for the benefit of creditors of the Company or permit the entry of an order of relief against the Company under any state or federal bankruptcy laws; or

(g) sell or transfer all, or substantially all, of the assets of the Company.

Section 2.11 Action Without Meeting.

Any action required or permitted by law or by this Agreement to be taken by the Board may be taken by written consent, without a meeting, if such consent is executed by not less than a majority of the Board. Notice of such action without a meeting by less than unanimous written consent shall be given within ten (10) days of the taking of such action to those Managers of record on the date when the written consent is first executed who did not participate in taking the action.

3

Section 2.12 Waiver of Notice.

(a) A written waiver of any required notice, signed by the person entitled to notice, whether before or after the date stated therein, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Managers need be specified in any written waiver of notice.

(b) Attendance of a person at a meeting shall constitute a waiver of notice of such meeting.

ARTICLE 3

AUTHORITY OF THE MEMBER

Section 3.1 Authority of the Member.

Except as otherwise provided in this Agreement, the Member shall not participate in the management or control of the Company’s business, transact any business for the Company, or have the power to act for or bind the Company, said powers being vested solely and exclusively in the Managers and the Officers of the Company.

Section 3.2 Rights of the Member. The Member shall have the following rights:

(a) the Member may give its consent to any of the items specified in Section 2.10 above;

(b) the Member may elect to dissolve the Company;

(c) the Member may consent to any amendments to this Agreement or the Certificate of Formation as provided in Section 9.1 below; and

(d) the Member may appoint and remove a Manager in accordance with the applicable provisions of this Agreement.

ARTICLE 4

OFFICERS

Section 4.1 General Provisions.

The Officers of the Company may consist of (i) a Chief Executive Officer, (ii) a President, (iii) a Treasurer, (iv) a Secretary, and (iv) such other Officers as may be elected by the Managers or appointed as provided in this Agreement. Any two or more offices may be held by the same person. The salary of each Officer, if any, shall be set by the Board, provided that the salary, if any, of an Officer who is a Manager shall be set by the Member.

4

Section 4.2 Election and Appointment of Officers.

The Board shall elect the Officers, and each Officer shall serve for the term of office for which he is elected or appointed and until his successor has been elected or appointed and has qualified, or his earlier resignation, removal from office by the Board or death.

Section 4.3 Chief Executive Officer. The Chief Executive Officer may be elected at the discretion of the manager(s). The Chief Executive Officer shall have such duties and such powers as the Member may be from time to time prescribe, and, in addition, in the absence or disability of the President, and in priority to any vice president, the Chief Executive Officer shall perform the duties and exercise the powers of the President.

Section 4.4 President.

The President shall be responsible for the general and active management of the business of the Company, and shall have the authority to conduct all ordinary business on behalf of the Company and may execute and deliver on behalf of the Company any agreement, conveyance, note or similar document, provided that the approval of the Board or the Member is not required by this Agreement.

Section 4.5 Treasurer.

The Treasurer shall be responsible for the financial books and records of the Company, and for keeping accurate accounts thereof, and shall have such other duties and powers as may from time to time be delegated to him by the President or the Board.

Section 4.6 Secretary.

The Secretary shall keep minutes of all meetings of the Board of the Company, have charge of the minute books, ownership records and seal of the Company and perform such other duties and have such other powers as may from time to time be delegated to him by the President or the Board.

Section 4.7 Assistant Secretaries.

Assistants to the Secretary may be appointed by the President or elected by the Board and shall perform such duties and have such powers as delegated to them by the President or the Board.

Section 4.8 Vice Presidents.

The Company may have one or more Vice Presidents, elected by the Board, who shall perform such duties and have such powers as may be delegated by the President or the Board.

Section 4.9 Removal of Officer.

At a meeting of the Board called expressly for such purpose, any Officer may be removed as an Officer by the affirmative vote of a majority of the Managers.

5

Section 4.10 Actions Requiring the Consent of the Board.

Without the approval of the Board, no Officer shall have authority to:

(a) do any act in contravention of this Agreement;

(b) do any act which would make it impossible to carry on the ordinary business of the Company;

(c) pledge the credit of the Company for any purpose except for Company purposes;

(d) sell or transfer all, or substantially all, of the assets of the Company;

(e) cause the Company to guarantee any material debt obligations of any person other than the Company;

(f) make any distribution; or

(g) assume or create any material indebtedness other than in the ordinary course of business.

ARTICLE 5

LIMITATIONS ON AUTHORITY;

INDEMNIFICATION AND LIABILITY

Section 5.1 Limitation of Authority.

(a) The Member, acting solely in its capacity as a Member, is not an agent of the Company and does not have any authority to act on behalf of the Company, execute any instrument in connection with the carrying on of the Company’s business and affairs, or otherwise bind the Company in any matter.

(b) Each Manager, acting solely in his capacity as a Manager, is not an agent of the Company and does not have any authority to act on behalf of the Company, execute any instrument in connection with the carrying on of the Company’s business and affairs, or otherwise bind the Company in any matter.

Section 5.2 Liability of the Member and Managers.

(a) The Member shall have no duties or obligations to the Company solely by reason of acting in its capacity as a Member.

(b) Each Manager shall act in a manner he or she believes in good faith to be in the best interests of the Company, and with the care an ordinarily prudent person in a like position would exercise under similar

6

circumstances in carrying on the business and affairs of the Company; provided that no Manager shall have any personal liability to the Company or the Member for any loss or damage sustained by the Company or the Member for breach of a fiduciary or other duty in connection with this Agreement as a Manager, by reason of any act or omission occurring subsequent to the date when this provision becomes effective, except that this provision shall not eliminate or limit the liability of a Manager for (i) intentional misconduct or a knowing violation of law, or (ii) any transaction from which the Manager derived an improper personal benefit in violation or breach of this Agreement.

Section 5.3 Indemnification.

(a) Under the circumstances prescribed in Sections 5.3(c) and 5.3(e), the Company shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether formal or informal, and whether civil, criminal, administrative or investigative, including appeals, (other than an action by or in the right of the Company) by reason of the fact that the person is or was a Member, Manager, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by the person in connection with such claim, action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any claim, action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that (i) the person did not act in good faith, (ii) the person did not act in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, and (iii) with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.

(b) Under the circumstances prescribed in Sections 5.3(c) and 5.3(e), the Company shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the person is or was a Member, Manager, officer, employee or agent of the Company or is or was serving at the request of the Company as a director,

7

officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such claim, action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable in the performance of his or her duty to the Company, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a Member, Manager, officer, employee or agent of the Company has been successful on the merits or otherwise in defense of any claim, action, suit or proceeding referred to in Sections 5.3(a) and 5.3(b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith, notwithstanding that he has not been successful on any other issue or matter in any such claim, action, suit or proceeding.

(d) The Company shall indemnify and hold harmless any person who is or was a Member, Manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trustee, employee benefit plan or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the appearance of such person as a witness in any claim, action, suit or proceeding, whether formal or informal and whether civil, criminal, administrative or investigative, including appeals, as a result of such person having occupied such office or position, or undertaken such service when such person is not a party to such action, suit or proceeding.

(e) Except as provided in Section 5.3(c) and except as may be ordered by a court, any indemnification under Sections 5.3(a) and 5.3(b) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Member, Manager, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 5.3(a) and 5.3(b). Such a determination shall be made (i) by the Board by a majority

8

vote of a quorum consisting of Managers who were not parties to, or who have been wholly successful on the merits or otherwise with respect to, such claim, action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, if obtainable, a quorum of disinterested Managers so directs, by the firm of independent legal counsel then employed by the Company, in a written opinion, or (iii) other than with respect to indemnification with respect to the Member, by the affirmative vote of the Member.

(f) Expenses (including attorneys’ fees) incurred in defending a civil or criminal claim, action, suit or proceeding shall be paid by the Company in advance of the final disposition of such claim, action, suit or proceeding upon receipt of an undertaking by or on behalf of the Member, Manager, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized in this Section.

(g) The indemnification and advancement of expenses provided by or granted pursuant to this Section shall be a contract right, shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which those seeking indemnification or advancement of expenses may be entitled under any statute, rule or law, provisions of any resolution, agreement or otherwise specifically or in general terms, both as to action by a Member, Manager, officer, employee or agent in his or her official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be a Member, Manager, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Company shall not effect any sale of substantially all of its assets, merge, consolidate or effect other reorganizations unless the purchaser or surviving entity agrees to assume all such obligations of the Company.

(h) The Company may purchase and maintain insurance on behalf of any person who is or was a Member, Manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of this Section.

(i) For the purposes of this Section, the Company shall be deemed to have requested a Manager, Member, officer, employee or agent of the Company to serve an employee benefit plan whenever the performance by such

9

person of his or her duties to the Company also imposes duties on, or otherwise involves services by, such person to the plan or to participants in or beneficiaries of the plan; “fines” shall be deemed to include excise taxes assessed on such person with respect to an employee benefit plan pursuant to applicable law; and action taken or omitted by such person with respect to an employee benefit plan in the performance of his or her duties for a purpose reasonably believed by him or her to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company. Any indemnification under this Section with regard to any employee benefit plan shall apply notwithstanding any provisions of any employee benefit plan.

(j) If for any reason, any provision of this Section is held invalid, in whole or in part, such invalidity shall not affect any other provision or part of this Section not held so invalid, and each such other provision or part shall to the full extent consistent with law continue in full force and effect.

ARTICLE 6

CONFLICTS OF INTEREST

Section 6.1 Conflicts of Interest.

Any Manager or Officer that proposes to enter into a transaction, directly or indirectly, with the Company must first receive the approval of the Board. Any transaction described in this Section 6.1 that is not first approved by the Board shall, at the discretion of the Board, be null and void.

ARTICLE 7

INCOME TAX MATTERS

Section 7.1 Federal, State and Local Income Taxes.

It is the intention of the Member that the existence of the Company be ignored for federal, state and local income tax purposes.

ARTICLE 8

DISSOLUTION

Section 8.1 Dissolution.

The Company shall be dissolved only upon the election of the Member. Dissolution of the Company shall be effective on the date designated by the Member.

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ARTICLE 9

AMENDMENTS AND CONSENTS

Section 9.1 Amendments.

This Agreement and the Certificate of Formation may be amended only with the approval of the Member.

Section 9.2 Method of Giving Consent.

Any consent required by this Agreement must be in writing, and unless otherwise expressly agreed by the Member or the Managers as the case may be, must be given by the Member or Managers as the case may be, at or prior to the doing of the act or thing for which the consent is solicited.

ARTICLE 10

GENERAL PROVISIONS

Section 10.1 Headings.

The headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

Section 10.2 Governing Law.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware.

Section 10.3 Severability.

In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect and shall be enforced to the greatest extent permitted by law.

Section 10.4 Waivers.

No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.

Section 10.5 Agreement; Effect of Inconsistencies with Act.

This Agreement shall govern the existence and organization of the Company, and except to the extent a provision of this Agreement expressly incorporates federal income tax rules by reference to sections of the Internal Revenue Code of 1986, as amended, or regulations thereto or is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule. To the extent any provision of this Agreement is invalid or unenforceable under the Act, the provisions of this Agreement shall be enforced to the maximum extent permitted in order to make this Agreement effective under the Act, and all other parts of this Agreement will remain in force.

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]

11

IN WITNESS WHEREOF, the Member has executed this Agreement effective as of the date first written above.

MEMBER:
RUBY TUESDAY, INC.
By:	/s/ Daniel T. Cronk
Name:	Daniel T. Cronk
Title:	Vice President and Secretary

EX-3.31

Exhibit 3.31

CERTIFICATE OF FORMATION

OF

RT INDIANAPOLIS FRANCHISE, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6, Section 18-201 of the Delaware Limited Liability Company Act and the acts amendatory thereof and supplemental thereto) hereby certifies that:

1. The name of the limited liability company is RT Indianapolis Franchise, LLC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 21^st day of May, 2001.

/s/ Daniel T. Cronk

Daniel T. Cronk, Authorized Person

EX-3.32

Exhibit 3.32

STATE OF DELAWARE

CERTIFICATE OF LIMITED PARTNERSHIP

THE UNDERSIGNED, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, does hereby certify as follows:

FIRST: The name of the limited partnership is RT Denver Franchise, L.P.

SECOND: The name and address of the Registered Agent is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

THIRD: The name and mailing address of the general partner is as follows:

RT Colorado, Inc.

c/o Ruby Tuesday, Inc.

4721 Morrison Drive

Mobile, Alabama 36609

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership of RT Denver Franchise, L.P. as of the 30^th day of December, 1997.

GENERAL PARTNER:
RT COLORADO, INC.
By:	/s/ J. Russell Mothershed
Name:	J. Russell Mothershed
Title:	Vice President

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF LIMITED PARTNERSHIP

OF

RT DENVER FRANCHISE, L.P.

THE UNDERSIGNED, desiring to amend the Certificate of Limited Partnership of RT Denver franchise, L.P., a Delaware limited partnership, pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:

Article Three of the Certificate of Limited Partnership shall be amended as follows:

THIRD: The name and mailing address of the general partner is as follows:

RT Promacon, LLC

c/o Robert L. Steinberger

22388 Quail Run Drive

Parker, Colorado 80138

IN WITNESS WHEREOF, the undersigned has executed this Amendment to the Certificate of Limited Partnership as of the 29^th day of March, 2002.

GENERAL PARTNER:
RT PROMACON, LLC, a Delaware limited liability company
BY:	/s/ Robert L. Steinberger
	Robert L. Steinberger, President and Manager
RT COLORADO, LLC, a Colorado limited liability company
BY:	/s/ Timothy P. Kaliher
	Timothy P. Kaliher, Manager

EX-3.33

Exhibit 3.33

CERTIFICATE OF FORMATION

OF

RT OMAHA FRANCHISE, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6, Section 18-201 of the Delaware Limited Liability Company Act and the acts amendatory thereof and supplemental thereto) hereby certifies that:

FIRST: The name of the limited liability company is RT Omaha Franchise, LLC (hereinafter referred to as the “Limited Liability Company”).

SECOND: The address of its registered office and the name and address of the registered agent of the Limited Liability Company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

Executed as of this 29th day of July, 1998.

/s/ Thomas R. McNeill

Thomas R. McNeill, Authorized Person

CERTIFICATE OF AMENDMENT

OF

RT OMAHA FRANCHISE, LLC

1. The name of the limited liability company is RT Omaha Franchise, LLC.

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

To change the registered agent in the State of Delaware upon whom process may be served to The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of RT Omaha Franchise, LLC this 30^th day of December, 1998.

/s/ Douglas Daize
By:	Douglas Daize
	Name of signor
	AUTHORIZED PERSON

EX-3.34

Exhibit 3.34

CERTIFICATE OF FORMATION

OF

RT KCMO FRANCHISE, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6, Section 18-201 of the Delaware Limited Liability Company Act (and the acts amendatory thereof and supp1eme.ntal thereto) hereby certifies that:

FIRST: The name of the limited liability company is RT KCMO Franchise, LLC (hereinafter referred to as the “Limited Liability Company”).

SECOND: The address of the registered office and the name and address of the registered agent of the Limited Liability Company-required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company. 1013 Centre Road, Wilmington, Delaware 19805.

Executed as of the 10th day of March, 1998.

/s/ Carol D. Newman

Carol D. Newman, Authorized Person

EX-3.35

Exhibit 3.35

CERTIFICATE OF FORMATION

OF

RT PORTLAND FRANCHISE, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6, Section 18-201 of the Delaware Limited Liability Company Act and the acts amendatory thereof and supplemental thereto) hereby certifies that:

FIRST: The name of the limited liability company is RT Portland Franchise, LLC (hereinafter referred to as the “Limited Liability Company”).

SECOND: The address of the registered office and the name and address of the registered agent of the Limited Liability Company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

Executed as of the 8^th day of March, 2000.

/s/ Carol D. Newman

Carol D. Newman, Authorized Person

EX-3.36

Exhibit 3.36

CERTIFICATE OF FORMATION

OF

RT ST. LOUIS FRANCHISE, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6, Section 18-201 of the Delaware Limited Liability Company Act and the acts amendatory thereof and supplemental thereto) hereby certifies that:

1. The name of the limited liability company is RT St. Louis Franchise, LLC (hereinafter referred to as the “Limited Liability Company”).

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 21^st day of May, 2001.

/s/ Daniel T. Cronk

Daniel T. Cronk, Authorized Person

EX-3.37

Exhibit 3.37

CERTIFICATE OF FORMATION

OF

RT WESTERN MISSOURI FRANCHISE, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6, Section 18-201 of the Delaware Limited Liability Company Act and the acts amendatory thereof and supplemental thereto) hereby certifies that:

1. The name of the limited liability company is RT Western Missouri Franchise, LLC (hereinafter referred to as the “Limited Liability Company”).

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 21^st day of May, 2001.

/s/ Daniel T. Cronk

Daniel T. Cronk, Authorized Person

EX-3.38

Exhibit 3.38

CERTIFICATE OF FORMATION

OF

RT MINNEAPOLIS FRANCHISE, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6, Section 18-201 of the Delaware Limited Liability Company Act and the acts amendatory thereof and supplemental thereto) hereby certifies that:

FIRST: The name of the limited liability company is RT Minneapolis Franchise, LLC (hereinafter referred to as the “Limited Liability Company”).

SECOND: The address of its registered office and the name and address of the registered agent of the Limited Liability Company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

Executed as of this 21st day of May, 1998.

/s/ Carol D. Newman

Carol D. Newman, Authorized Person

EX-3.39

Exhibit 3.39

CERTIFICATE OF FORMATION

OF

RT LAS VEGAS FRANCHISE, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6, Section 18-201 of the Delaware Limited Liability Company Act and the acts amendatory thereof and supplemental thereto) hereby certifies that:

FIRST: The name of the limited liability company is RT Las Vegas Franchise, LLC (hereinafter referred to as the “Limited Liability Company”).

SECOND: The address of its registered office and the name and address of the registered agent of the Limited Liability Company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

Executed as of this 29^th day of October, 1998.

/s/ Thomas R. McNeill

Thomas R. McNeill, Authorized Person

EX-3.40

Exhibit 3.40

Microfilm Number

Filed with the Department of State on

Entity Number 2587142

Secretary of the Commonwealth                    

ARTICLES OF INCORPORATION-FOR PROFIT

OSCB: 15-130612102J2303I27(J2J291J3{l1 02A (Rev 90)

Indicate type of domestic corporation (check one):

x Business stock (15 PaC.S. § 1306)	¨ Management (15 PaC.S. § 2702)
¨ Business nonstock (15 PaC.S. § 2102)	¨ Professional (15 PaC.S. § 2903)
¨ Business-statutory dose (15 Pa.C.S. § 2303)	¨ Cooperative (15 PaC.S. § 7102A)

In compliance with the requirements of the applicable provisions of 15 PaC.S. (relating to corporation incorporated associations) the undersigned, desiring to incorporate a corporation for profit hereby state(s) that:

• The name of the corporation is: 4721 RT OF PENNSYLVANIA, INC.

• The (a) address of this corporation’s initial registered office in this Commonwealth or (b) name of its commercial office provider and the county of venue is:

(a) 1700 Market Street, Suite 1416, Philadelphia, PA 19103 Phila. County

        Number and Street City State Zip County

(b) c/o:

Name of Commercial Registered Office Provider

For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which

the corporation is located for venue and official publication purposes.

The corporation is incorporated under the provisions of the Business Corporation Law of 1988.

The aggregate number of shares authorized is: 1,000 (other provisions, if any, attach 8 ¹/₂ x 11 sheet)

The name and address, including street and number, if any, of each incorporator is:

Name	Address
	c/o Goldstein, Friedbero, Kelly & Dub row, P.C.
Joan Bernard	1700 Market Street, Suite 1416, Philadelphia, PA

The specified effective date, if any, is: _

month day year hour, if any

Any additional provisions of the articles, if any, attach an a 1/2 x 11 sheet

statutory close corporation only: Neither the corporation nor any shareholder shall make an offering of any of its shares of any: class that would constitute a “public offering” within the meaning of the Securities Act of 1933 (15 U.S.C. §77a et seq.).

SCB:1S-t3067Z102JZ303/2T02.I2903f7102A             (Rev 90)-2

Cooperative corporations only: (Complete and strike out inapplicable term) The common bond of membership among its members/shareholders is:

IN TESTIMONY WHEREOF, the incorporator(s) has (have) signed these Articles of Incorporation this 17^th day of June 1994.

	/s/ Joan Bernard
(Signature)	(Signature)

EX-3.41

Exhibit 3.41

AMENDED AND RESTATED

BYLAWS

OF

4721 RT OF PENNSYLVANIA, INC.

As of January 24, 2013

*****

Incorporated Under the Laws of the

Commonwealth of Pennsylvania

*****

TABLE OF CONTENTS

		Page
ARTICLE I - OFFICES AND FISCAL YEAR			1
1.	Registered Office		1
2.	Other Office		1
3.	Fiscal Year		1
ARTICLE II - NOTICE - WAIVERS - MEETINGS GENERALLY			1
1.	Manner of Giving Notice		1
2.	Notice of Meetings of Board		1
3.	Notice of Meetings of Shareholders		2
4.	Waiver of Notice		2
5.	Modification of Proposal Contained in Notice		2
6.	Exception to Requirement of Notice		2
7.	Use of Conference Telephone and Similar Equipment		3
ARTICLE III - SHAREHOLDERS’ MEETINGS			3
1.	Place of Meeting		3
2.	Annual Meetings		3
3.	Special Meetings		3
4.	Quorum and Adjournment		3
5.	Organization		4
6.	Voting Rights of Shareholders		4
7.	Voting and Other Action by Proxy		5
8.	Determination of Shareholders of Record		5
9.	Voting Lists		6
10.	Consent of Shareholders in Lieu of Meeting		6
ARTICLE IV - BOARD OF DIRECTORS			7
1.	Powers; Personal Liability		7
2.	Number and Term of Office		7
3.	Resignation; Removal; Vacancies		7
4.	Place of Meetings		8
5.	Organization of Meetings		8
6.	Regular Meetings		8
7.	Special Meetings		8
8.	Quorum of and Action by Directors		8
9.	Committees of the Board		8
10.	Compensation		9
11.	Expenses		9
ARTICLE V - OFFICERS			10
1.	Officers Generally		10
2.	Election and Term of Office		10
3.	Removal of Officers and Agents		10
4.	Vacancies		10
5.	Authority		10
6.	The Chairman of the Board		10
7.	The President		11

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8.	The Secretary	11
ARTICLE VI - SHARE CERTIFICATES, TRANSFER, ETC.		11
1.	Share Certificates	11
2.	Issuance	11
3.	Transfer	11
4.	Record Holder of Shares	12
5.	Lost, Destroyed or Mutilated Certificates	12
ARTICLE VII - INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER AUTHORIZED REPRESENTATIVES		12
1.	Personal Liability of Directors	12
2.	Scope of Indemnification	12
3.	Payment of Indemnification	13
4.	Non-Exclusivity of Rights	14
5.	Funding	14
6.	Insurance	14
7.	Modification or Repeal	14
8.	Proceedings Initiated by Indemnified Representatives	14
9.	Securing of Indemnification Obligations	15
10.	Contribution	15
11.	Mandatory Indemnification of Directors, Officers, Etc.	15
12.	Reliance of Provisions	15
13.	Interpretation	15
ARTICLE VIII - MISCELLANEOUS		15
1.	Checks	15
2.	Contracts	16
3.	Interested Directors or Officers; Quorum	16
4.	Amendment of Bylaws	16

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ARTICLE I - OFFICES AND FISCAL YEAR

1. Registered Office. The registered office of 4721 RT of Pennsylvania, Inc. (the “Corporation”) in the Commonwealth of Pennsylvania shall be as indicated in the Articles of Incorporation of the Corporation (the “Articles”), or by a resolution of the board of directors of the Corporation (the “Board”), provided that a record of such change is filed with the Secretary of State of the Commonwealth of Pennsylvania in the manner provided by law.

2. Other Office. The Corporation may also have offices at such other places within or without, the Commonwealth of Pennsylvania as the Board may from time to time appoint or the business of the Corporation may require.

3. Fiscal Year. The fiscal year of the Corporation shall end on the first Tuesday following May 30 each year or such other fiscal year as may be set by the Board from time to time.

ARTICLE II - NOTICE - WAIVERS - MEETINGS GENERALLY

1. Manner of Giving Notice.

(a) General Rule. Whenever written notice is required to be given to any person under the provisions of the Business Corporation Law or by the Articles or these Bylaws, it may be given to the person either personally or by sending a copy thereof by first class or express mail, postage prepaid, or courier service, charges prepaid, or by telecopier, to the address (or to the telecopier or telephone number) of the person appearing on the books of the corporation or, in the case of Directors, supplied by the Directors to the corporation for the purpose of notice. In addition, notice may be provided to Directors by electronic mail or other electronic means to the email address or other means specified by such Director. If the notice is sent by mail or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a courier service for delivery to that person or, in the case of telecopier, when received. A notice of meeting shall specify the place, day and hour of the meeting and any other information required by any other provision of the Business Corporation Law, the Articles or these Bylaws.

(b) Adjourned Shareholder Meetings. When a meeting of shareholders is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which the adjournment is taken, unless the board fixes a new record date for the adjourned meeting.

2. Notice of Meetings of Board. Notice of a regular meeting of the Board need not be given. Notice of every special meeting of the Board shall be given to each Director by telephone or in writing at least twenty-four (24) hours (in the case of notice by telephone, electronic mail or telecopier) or forty-eight (48) hours (in the case of notice by courier service or express mail) or five (5) days (in the case of notice by first class mail) before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board need be specified in a notice of a meeting.

3. Notice of Meetings of Shareholders. Written notice of every meeting of the shareholders shall be given by, or at the direction of, the Secretary to each shareholder of record entitled to vote at the meeting at least: (i) ten (10) days prior to the day named for a meeting called to consider a fundamental transaction under 15 Pa.C.S. Chapter 19 regarding amendments of articles of incorporation, mergers, consolidations, share exchanges, sale of assets, divisions, conversions, liquidations and dissolution; or (ii) five (5) days prior to the day named for the meeting in any other case. If the Secretary neglects or refuses to give notice of a meeting, the person or persons calling the meeting may do so. In the case of a special meeting of shareholders, the notice shall specify the general nature of the business to be transacted.

4. Waiver of Notice.

(a) Written Waiver. Whenever any written notice is required to be given under the provisions of the Business Corporation Law, the Articles or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of the notice. Except as otherwise required by this subsection, neither the business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of the meeting. In the case of a special meeting of shareholders, the waiver of notice shall specify the general nature of the business to be transacted.

(b) Waiver by Attendance. Attendance of a person at any meeting shall constitute a waiver of notice of the meeting except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

5. Modification of Proposal Contained in Notice. Whenever the language of a proposed resolution is included in a written notice of a meeting required to be given under the provisions of the Business Corporation Law or the Articles or these Bylaws, the meeting considering the resolution may without further notice, adopt such resolution, with such clarifying or other amendments as do not enlarge its original purpose.

6. Exception to Requirement of Notice.

(a) General Rule. Whenever any notice or communication is required to be given to any person under the provisions of the Business Corporation Law or by the Articles or these Bylaws or by the terms of any agreement or other instrument or as a condition precedent to taking any corporate action and communication with that person is then unlawful, the giving of the notice or communication to that person shall not be required.

(b) Shareholders Without Forwarding Addresses. Notice or other communications shall not be sent to any shareholder with whom the Corporation has been unable to communicate for more than twenty-four (24) consecutive months because communications to the shareholder are returned unclaimed or the shareholder has otherwise failed to provide the Corporation with a current address. Whenever the shareholder provides the Corporation with a current address, the Corporation shall commence sending notices and other communications to the shareholder in the same manner as to other shareholders.

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7. Use of Conference Telephone and Similar Equipment. One or more persons may participate in a meeting of the Board or the shareholders of the Corporation by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section shall constitute presence in person at the meeting.

ARTICLE III - SHAREHOLDERS’ MEETINGS

1. Place of Meeting. Meetings of the shareholders shall be held at the registered office of the Corporation or at such other place or places, either within or without the Commonwealth of Pennsylvania, as may from time to time be selected by the Board in the notice of the meeting.

2. Annual Meeting.

(a) The annual meeting of the shareholders shall be held on such date and at such time as designated by the Board, when the shareholders entitled to vote shall elect a Board, and transact such other business as may properly be brought before the meeting in accordance with Section 2(b).

(b) Nominations of persons for election to the Board and the proposal of business to be considered by the shareholders may be made at an annual meeting: (i) pursuant to the Corporation’s notice of the meeting (or any supplement thereto), (ii) by or at the direction of the Board, or (iii) by any shareholder of the Corporation who is entitled to vote at the meeting, who complies with the notice procedures set forth Section 2(c), and who was a shareholder of record at the time such notice is delivered to the Secretary.

3. Special Meetings.

(a) Call of Special Meetings. Special meetings of the shareholders may be called at any time for the purpose stated in the notice for such meeting by any two (2) members of the Board.

(b) Fixing of Time for Meeting. At any time, upon written request of any person who has called a special meeting, it shall be the duty of the Secretary to fix the time of the meeting which shall be held not more than sixty (60) days after the receipt of the request. If the Secretary neglects or refuses to fix a time of the meeting, the person or persons calling the meeting may do so.

4. Quorum and Adjournment.

(a) General Rule. Unless otherwise provided in the Articles or agreed by the Corporation and all or certain of its shareholders in a shareholders’ agreement, the presence, in person or by proxy, of shareholders entitled to cast at least a simple majority of the votes which all shareholders are entitled to cast on the particular matter to be acted upon at the meeting shall constitute a quorum for the purpose of considering such matter. Shares of the Corporation owned, directly or indirectly, by it and controlled, directly or indirectly, by the Board, as such, shall not be counted in determining the total number of outstanding shares for quorum purposes at any given time.

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(b) Withdrawal of Quorum. The shareholders present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

(c) Adjournments for Lack of Quorum. If a meeting cannot be organized because a quorum has not attended, those present may, except as otherwise provided in the Business Corporation Law, adjourn the meeting to such time and place as they may determine.

(d) Adjournments Generally. Any meeting at which Directors are to be elected shall be adjourned only from day to day, or for such longer periods not exceeding fifteen (15) days each, as may be directed by shareholders who are present in person or by proxy and who are entitled to cast at least a majority of the votes which all such shareholders would be entitled to vote at an election of Directors until such Directors have been elected.

(e) Electing Directors at Adjourned Meeting. In the case of any meeting called for the election of Directors, those shareholders entitled to vote who attend a meeting called for the election of Directors that was previously adjourned for lack of a quorum as fixed in this Section, although less than a quorum, shall nevertheless constitute a quorum for the purpose of electing Directors.

(f) Other Action in Absence of Quorum. Those shareholders entitled to vote who attend a meeting of shareholders that has been previously adjourned for one or more periods aggregating at lease fifteen (15) days because of an absence of a quorum, although less than a quorum as fixed in this Section shall nevertheless constitute a quorum for the purpose of acting upon any matter set forth in the notice of the meeting if the notice states that those shareholders who attend the adjourned meeting shall nevertheless constitute a quorum for the purpose of acting upon any matter set forth in the notice of the meeting if the notice states that those shareholders who attend the adjourned meeting shall nevertheless constitute a quorum for the purpose of acting upon the matter.

5. Organization. At every meeting of the shareholders, one of the following officers must be present in the order stated: the President, the Vice Presidents in their order of rank and seniority, or a person chosen by vote of the shareholders present, shall act as Chairman of the meeting. The Secretary or, in the absence of the Secretary, an Assistant Secretary, or in the absence of both the Secretary and Assistant Secretaries, a person appointed by the Chairman of the meeting, shall act as Secretary.

6. Voting Rights of Shareholders.

(a) Except as otherwise provided in the Business Corporation Law or the Articles or these Bylaws, whenever any corporate action is to be taken by vote of the shareholders of the Corporation, it shall be authorized by a majority of the votes cast at a duly organized meeting of shareholders by the holders of shares entitled to vote thereon.

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(b) Unless otherwise provided in the Articles, every shareholder of the Corporation shall be entitled to one vote for every share standing in the name of the shareholder on the books of the Corporation.

7. Voting and Other Action by Proxy.

(a) General Rule.

(i) Every shareholder entitled to vote at a meeting of shareholders, or to express consent or dissent to corporate action, in writing, without a meeting, may authorize another person or persons to act for such shareholder by proxy.

(ii) The presence of, or vote or other action at a meeting of shareholders, or the expression of consent or dissent to corporate action in writing, by a proxy of a shareholder shall constitute the presence of, or vote or action by, or written consent or dissent of the shareholder.

(iii) Where two or more proxies of a shareholder are present, the Corporation shall, unless otherwise expressly provided in the proxy, accept as the vote of all shares represented thereby, the vote cast by a majority of them and, if a majority of the proxies cannot agree whether the shares represented shall be voted or upon the manner of voting the shares, the voting of the shares shall be divided equally among those persons.

(b) Minimum Requirements. Every proxy shall be executed in writing by the shareholder or by the duly authorized attorney-in-fact of the shareholder and filed with the Secretary. A proxy, unless coupled with an interest, shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until written notice thereof has been given to the Secretary. An unrevoked proxy shall not be valid after three (3) years from the date of its execution, unless a longer time is expressly provided therein. A proxy shall not be revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of the death or incapacity is given to the Secretary.

(c) Expenses. The Corporation shall pay the reasonable expenses of solicitation of votes, proxies or consents of shareholders by or on behalf of the Board or its nominees for election to the board, including solicitation by professional proxy solicitors and otherwise.

8. Determination of Shareholders of Record.

(a) Fixing Record Date. The Board may fix a time prior to the date of any meeting of shareholders as a record date for the determination of the shareholders entitled to notice of, or to vote at, the meeting, which time, except in the case of an adjourned meeting, shall be not more than ninety (90) days prior to the date of the meeting of shareholders. Only shareholders of record on the date fixed shall be so entitled notwithstanding any transfer of shares on the books of the Corporation after any record date fixed as provided in this subsection. The Board may similarly fix a record date for the determination of shareholders of record for any other purpose. When a determination of shareholders of record has been made as provided in this Section for purposes of a meeting, the determination shall apply to any adjournment thereof, unless the Board fixes a new record date for the adjourned meeting.

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(b) Determination When a Record Date is Not Fixed. If a record date is not fixed:

(i) The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the date preceding the day on which notice is given or, if notice is waived, at the close of business on the day immediately preceding the day on which the meeting is held.

(ii) The record date for determining shareholders entitled to express consent or dissent to corporate action in writing without a meeting, when prior action by the Board is not necessary, shall be the close of business on the day on which the first written consent or dissent is filed with the Secretary.

(iii) The record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

(c) Notices of Record Date. Notices of record date shall be given in accordance with the procedures set forth in the Articles with respect to the events set forth therein.

9. Voting Lists.

(a) General Rule. The officer or agent having charge of the transfer books for shares of the Corporation shall make a complete list of the shareholders entitled to vote at any meeting of shareholders, arranged in alphabetical order, with the address of and of the number shares held by each. The list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof.

(b) Effect of List. Failure to comply with the requirements of this Section shall not effect the validity of any action taken at a meeting prior to a demand at the meeting by any shareholder entitled to vote thereat to examine the list. The original share register or transfer book, or a duplicate thereof kept in this Commonwealth, shall be prima facie evidence as to who are the shareholders entitled to examine the list or share register or transfer book or to vote at any meeting of shareholders.

10. Consent of Shareholders in Lieu of Meeting.

(a) Unanimous Written Consent. Any action required or permitted to be taken at a meeting of the shareholders or of a class of shareholders may be taken without a meeting if, prior or subsequent to the action, a consent or consents thereto by all of the shareholders who would be entitled to vote at a meeting for such purpose shall be filed with the Secretary.

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(b) Partial Written Consent. Any action required or permitted to be taken at a meeting of the shareholders or of a class of shareholders may be taken without a meeting upon the written consent of shareholders who would have been entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. The consents shall be filed with the Secretary. The action shall not become effective until after at least ten (10) days’ written notice of the action has been given to each shareholder entitled to vote thereon who has not consented thereto.

ARTICLE IV - BOARD OF DIRECTORS

1. Powers; Personal Liability. Unless otherwise provided by statute or in the Articles, upon or by all powers vested by law in the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board, except as may be otherwise provided by the Business Corporation Law or in the Articles. The Board shall have the power to renounce any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, specified business opportunities or specified classes or categories of business opportunities that are presented to the Corporation or one or more of its officers, Directors, or shareholders.

2. Number and Term of Office.

(a) Number. The number of Directors shall be fixed from time to time, within the limits specified by the Board, in the Articles, or as otherwise agreed to by the shareholders and the Corporation. A decrease in the number of Directors shall not have the effect of shortening the term of an incumbent Director.

(b) Term of Office. Each Director shall hold office until the expiration of the term for which he or she was duly elected and qualified until his or her successor has been duly elected and qualified or until this or her earlier death, resignation or removal.

3. Resignation; Removal; Vacancies.

(a) Resignation. Any Director may resign at any time upon written notice to the Corporation. The resignation shall be effective upon receipt thereof by the Corporation or at such subsequent time as shall be specified in the notice of resignation.

(b) Removal. The entire Board, any class of the Board, or any individual Director, may be removed from office, with or without assigning any cause, by a vote of the shareholders or of the holders of a class or series of shares entitled to elect Directors or the class of Directors being removed. In case the Board, a class of the Board or any one or more Directors are so removed, new Directors may be elected at the same meeting.

(c) Vacancies.

(i) Vacancies in the Board, including vacancies resulting from an increase in the number of Directors, may be filled by a majority vote of the remaining members of the Board, though less than a quorum, by a sole remaining Director or by the shareholders, and each person so elected and qualified shall be a Director to serve for the balance of the unexpired term, and until a successor has been elected and qualified or until his or her earlier death, resignation or removal.

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(ii) When one or more Directors resign from the Board effective at a future date, the Directors then in office, including those who have so resigned, shall have power by the applicable vote to fill the vacancies, the vote thereon to take effect when the resignations become effective.

4. Place of Meetings. The meetings of the Board may be held at such place, within this Commonwealth or elsewhere, as the Directors may from time to time appoint, or as may be designated in the notice calling the meeting.

5. Organization of Meetings. At every meeting of the Board, the Chairman of the Board, if there be one, or, in the case of a vacancy in the office or absence of the Chairman of the Board, one of the following officers present in the order stated: the Vice Chairman of the Board, if there be one, the President, the Vice Presidents in their order of rank and seniority, or a person chosen by a majority of the Directors present, shall act as chairman of the meeting. The Secretary or, in the absence of the Secretary, an Assistant Secretary, or, in the absence of the Secretary and the Assistant Secretaries, any person appointed by the chairman of the meeting, shall act as Secretary.

6. Regular Meetings. Unless otherwise agreed by the Directors, regular meetings of the Board shall be held quarterly at such time and place as shall be determined by the Board.

7. Special Meetings. Special meetings of the Board shall be held whenever called by the Chairman or by two or more of the Directors.

8. Quorum of and Action by Directors.

(a) General Rule. Unless otherwise provided in the Articles or agreed by the Corporation and all or certain of its shareholders in a shareholders’ agreement, a majority of the Directors in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the Directors present and voting at a meeting at which a quorum is present shall be the acts of the Board.

(b) Action by Written Consent. Any action which may be taken at a meeting of the Directors may be taken without a meeting if prior or subsequent to the actions a consent or consents in writing, setting forth the action so taken, shall be signed by all the Directors and shall be filed with the Secretary.

9. Committees of the Board. The establishment and actions of committees of the Board shall be governed by this Section.

(a) Establishment of Committees. The Board, by resolution adopted by a majority of the Directors in office, may establish one or more committees to consist of one or more Directors. Any committee, to the extent provided in the resolution of the Board, shall have and may exercise all of the powers and authority of the Board, except that a committee shall not have any power or authority as to the following:

(i) the submission to shareholders of any action requiring approval of shareholders under the Business Corporation Law;

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(ii) the creation or filling of vacancies in the Board;

(iii) the adoption, amendment or repeal of these Bylaws;

(iv) the amendment or repeal of any resolution of the Board that by its terms is amendable or repealable only by the Board; and/or

(v) action on matters committed by a resolution of the Board to another committee of the Board.

(b) Attendance at Committee Meetings. All of the Directors shall be entitled to receive notice of, observe and attend all meetings of any committee of the Board.

(c) Quorum. Unless otherwise provided in the Articles or agreed by the Corporation and all or certain of its shareholders in a shareholders’ agreement, a majority of Directors who are members of such committee shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the Directors present and voting at a meeting at which a quorum is present shall be the acts of the Committee.

(d) Alternate Committee Members. The Board may designate one or more Directors as alternate members of any committee who may replace any absent or disqualified member at any meeting of the committee or for the purposes of any written action by the committee. In the absence or disqualification of a member and alternate member or members of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another Director to act at the meeting in the place of the absent or disqualified member.

(e) Term. Each committee of the Board shall serve at the pleasure of the Board.

(f) Committee Procedures. The term “Board,” when used in any provisions of these Bylaws relating to the organization or procedures of or the manner of taking action by the Board, shall be construed to include and refer to any executive or other committee of the Board.

10. Compensation. Unless otherwise provided in the Articles or agreed by the Corporation and all or certain of its shareholders in a shareholders’ agreement, the Board shall have the authority to fix compensation of Directors for their services as Directors and a Director may be a salaried officer of the Corporation.

11. Expenses. Unless otherwise provided in the Articles or agreed by the Corporation and all or certain of its shareholders in a shareholders’ agreement, the Corporation shall promptly reimburse in full each Director for all of his reasonable out-of-pocket expenses incurred in attending each meeting of the Board or any committee thereof.

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ARTICLE V - OFFICERS

1. Officers Generally. The officers of the Corporation shall be a President, a Vice President, and a Secretary and such other officers as may be elected in accordance with the provisions of Section 2. Officers may but need not be Directors or shareholders of the Corporation. Any number of offices may be held by the same person. Any officer may resign at any time upon written notice to the Corporation. The resignation shall be effective upon receipt thereof by the Corporation or at such subsequent time as may be specified in the notice of resignation. The Corporation may secure the fidelity of any or all of its officers by bond or otherwise.

2. Election and Term of Office.

(a) The officers of the Corporation shall be elected for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board may from time to time determine, and each such officer shall hold office until a successor has been selected and qualified or until his or her earlier death, resignation or removal.

(b) In addition to the officers referenced in Section 1, the Board may from time to time elect such other officers and appoint such committees, employees or other agents as the business of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board may from time to time determine. The Board may delegate to any officer or committee the power to elect subordinate officers and to retain or appoint employees or other agents, or committees thereof and to prescribe the authority and duties of such subordinate officers, committees, employees or other agents.

3. Removal of Officers and Agents. Unless otherwise provided in a written employment agreement, any officer or agent of the Corporation may be removed by the Board with or without cause. The removal shall be without prejudice to the contract rights, if any, of any person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause, shall be filled by the Board or by the officer or committee to which the power to fill such office has been delegated pursuant to Section 5.3, as the case may be, and if the office is one for which these Bylaws prescribe a term, shall be filled for the unexpired portion of the term.

5. Authority. All officers of the Corporation, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided by or pursuant to resolution or orders of the Board or in the absence of controlling provisions in the resolutions or orders of the Board, as may be determined by or pursuant to these Bylaws.

6. The Chairman of the Board. The Chairman of the Board or in the absence of the Chairman, the Vice Chairman of the Board, if there be one, shall preside at all meetings of the shareholders and of the Board and shall perform such other duties as may from time to time be requested by the Board.

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7. The President. The President (the “President”) of the Corporation shall have general supervision over the business and operations of the Corporation, subject however, to the control of the Board. The President, or his/her designee shall sign, execute, and acknowledge, in the name of the Corporation, deeds, mortgages, contracts or other instruments authorized by the Board, except in cases where the signing and execution thereof shall be expressly delegated by the Board, or by these Bylaws, to some other officer or agent of the Corporation; and, in general, shall perform all duties incident to the office of President and such other duties as from time to time may be assigned by the Board.

8. The Secretary. The Secretary or an Assistant Secretary shall attend all meetings of the shareholders and of the Board and shall record all votes of the shareholders and of the Directors and the minutes of the meetings of the shareholders and of the Board and of committees of the Board in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the Corporation as required by law; and, in general, shall perform all duties incident to the office of Secretary, and such other duties as may from time to time be assigned by the Board or the President.

ARTICLE VI - SHARE CERTIFICATES, TRANSFER, ETC.

1. Share Certificates. Certificates for shares of the Corporation shall be in such form as approved by the Board, and shall state that the Corporation is incorporated under the laws of Pennsylvania, the name of the person to whom issued, and the number and class of shares and the designation of the series (if any) that the certificate represents. The share register or transfer books and blank share certificates shall be kept by the Secretary or by any transfer agent or registrar designated by the Board for that purpose.

2. Issuance. The share certificates of the Corporation shall be numbered and registered in the share ledger and transfer books of the Corporation as they are issued. They shall be signed by the President or a Vice President and the Secretary or an Assistant Secretary and shall bear the corporate seal and shall bear the corporate seal, which may be a facsimile, engraved or printed; but where such certificate is signed by a transfer agent or a registrar the signature of any corporate officer upon such certificate may be a facsimile, engraved or printed. In case, any officer who has signed, or whose facsimile signature has been placed upon, any share certificate shall have ceased to be such officer because of death, resignation or otherwise, before the certificate is issued, it may be issued with the same effect as if the officer had not ceased to be such at the date of its issue. The provisions of this Section shall be subject to any inconsistent or contrary agreement at the time between the Corporation and any transfer agent or registrar.

3. Transfer. Transfer of shares shall be made on the share register or transfer books of the Corporation upon surrender of the certificates therefor, endorsed by the person named in the certificate or by attorney, lawfully constituted in writing. No transfer shall be made which is inconsistent with law.

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4. Record Holder of Shares. The Corporation shall be entitled to treat the person in whose name any share or shares of the Corporation stand on the books of the Corporation as the absolute owner thereof, and shall not be bound to recognize any equitable or other claim to, or interest in, such share or shares on the part of any other person.

5. Lost, Destroyed or Mutilated Certificates. In the event that a share certificate shall be lost, destroyed or mutilated, a new certificate may be issued therefor upon such terms and indemnity to the Corporation as the Board may prescribe. The holder of any shares of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board may, in its discretion, cause a new certificate or certificates to be issued to such holder, in case of mutilation of the certificate, upon the surrender of the mutilated certificate or, in case of loss or destruction of the certificate, upon satisfactory proof of such loss or destruction and, if the Board shall so determine, the deposit of a bond in such form and in such sum, and with such surety or sureties, as it may direct.

ARTICLE VII - INDEMNIFICATION OF DIRECTORS, OFFICERS AND

OTHER AUTHORIZED REPRESENTATIVES

1. Personal Liability of Directors. A Director shall not be personally liable for monetary damages for any action taken, or any failure to take any action, unless as set forth in 15 Pa. C.S. §§ 1711-1718, the Director has breached or failed to perform the duties of his or her office referenced thereunder and such breach or failure to perform constitutes self-dealing, willful misconduct or recklessness; provided however that the foregoing provision shall not eliminate or limit (i) the responsibility or liability of such Director pursuant to any criminal statute or (ii) the liability of a Director for the payment of taxes pursuant to local, state or federal law. Any appeal modification or adoption of any provision inconsistent with this Article VII or Section I of Article Eighth of the Articles shall be prospective only, and neither the repeal or modification of this article nor the adoption of any provision inconsistent with the Articles shall adversely affect any limitation on the personal liability of a Director existing at the time of such repeal or modification or the adoption of such inconsistent provision.

2. Scope of Indemnification.

(a) The Corporation shall indemnify and hold harmless to the full extent not prohibited by law, as the same exists or may hereinafter be amended, interpreted or implemented (but, in the case of any amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than are permitted the Corporation to provide prior to such amendment), each person who was or is made a party or is threatened to be made a party to or is otherwise involved in (as a witness or otherwise) any threatened, pending or completed actions, suit, or proceeding, whether civil, criminal, administration or investigative and whether or not by or in the right of the Corporation or otherwise, (hereinafter, a “proceeding”) by reason of the fact that he or she, or a person of whom he or she is the heir, executor, or administrator, is or was a Director or officer of the Corporation or is or was serving at the request of the Corporation as a Director, officer or trustee of another corporation or of a partnership, joint venture, trust or other enterprise (including without limitation service with respect to employee benefit plans), or where the basis of such proceeding is any alleged action or failure to take any action by such person while acting in an official capacity as a Director or

12

officer of the Corporation, or in any other capacity on behalf of the Corporation while such person is or was serving as a Director or officer of the Corporation, against all expenses, liability and loss, including, but not limited to attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement (whether with our without court approval), actually and reasonably incurred or paid by such person in connection therewith.

(b) Notwithstanding the foregoing, except as provided in Section 3, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board.

(c) Subject to the limitation set forth above concerning proceedings initiated by the person seeking indemnification, the right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding (or part thereof) or in enforcing his or her rights under this Section in advance of the final disposition thereof promptly after receipt by the Corporation of a request therefor stating in reasonable detail the expenses incurred by a Director or officer of the Corporation in advance of the final disposition of a proceeding shall be made only upon receipt of an undertaking, by or on behalf of such person, to repay all amounts so advanced if and to the extent it shall ultimately be determined by a court that he or she is not entitled to be indemnified by the Corporation under this Section or otherwise.

(d) The right to indemnification and advancement of expenses provided herein shall continue as to a person who has ceased to be a Director or officer of the Corporation or to serve in any of the other capacities described herein, and shall inure to the benefit of the heirs, executors and administrators of such person.

(e) If an indemnified representative is entitled to indemnification in respect of a portion, but not all, of any liabilities to which such person may be subject, the Corporation shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.

(f) The termination of a proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the indemnified representative is not entitled to indemnification.

3. Payment of Indemnification Expenses.

(a) The Corporation shall pay the expenses (including attorneys’ fees and disbursements) incurred in good faith by an indemnified representative in advance of the final disposition of a proceeding described in Section or the initiation of or participation in which is authorized pursuant to Section 2 upon receipt of an undertaking by or on behalf of the indemnified representative to repay the amount if it is ultimately that such person is not entitled to be indemnified by the Corporation pursuant to this Section. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.

13

(b) Unless otherwise provided in the Articles or agreed by the Corporation and all or certain of its shareholders in a shareholders’ agreement, an indemnified representative shall be entitled to indemnification within thirty (30) days after a written request for indemnification has been delivered to the Secretary.

(c) If a claim for indemnification under Section 2 hereof is not paid in full by the Corporation within thirty (30) days after a written claim therefor has been received by the Corporation, the claimant may, at any time thereafter, bring suit against the Corporation to recover the unpaid amount of the claim and, if the successful in whole or in part on the merits or otherwise in establishing his or her right to indemnification or to the advancement of expenses, the claimant shall be entitled to be paid also the expense of prosecuting such claim.

4. Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of a final disposition conferred in Section 2 and the right to payment of expenses conferred in Section 3 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses hereunder may be entitled under any Bylaw, agreement, vote of shareholders, vote of Directors or otherwise, both as to actions in his or her official capacity and as to actions in any other capacity while holding that office, the Corporation having the express authority to enter into such agreements or arrangements as the Board deems appropriate for tie indemnification of and advancement of expenses to present or future Directors and officers as well as employees, representatives or agents of the Corporation in connection with their status with or services to or on behalf of the Corporation or any other corporation, partnership, joint venture, trust or other enterprise, including any employee benefit plan, for which such person is serving at the request of the Corporation.

5. Funding. The Corporation may create a fund of any nature, which may, but need not be, under the control of a trustee, or otherwise secure or insure in any manner its indemnification obligations, including its obligation to advance expenses, whether arising under or pursuant to this Article VII or otherwise.

6. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director or officer or representative of the Corporation, or is or was serving at the request of the Corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Corporation has the power to indemnify such person against such liability under the laws of this or any other state.

7. Modification or Repeal. Neither the modification, amendment, alteration or repeal of this Article VIII or any of its provisions nor the adoption of any provision inconsistent with this Article VIII or any of its provisions shall adversely affect the rights of any person to indemnification and advancement of expenses existing at the time of such modification, amendment, alteration or repeal or the adoption of such inconsistent provision.

8. Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section, the Corporation shall not indemnify under this Section an indemnified

14

representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims or affirmative defenses) or participated in as an intervenor or amicus curiae by the person seeking indemnification unless such initiation of or participation in the proceeding is authorized, either before or after its commencement, by the affirmative vote of a majority of the Directors in office. This Section does not apply to a reimbursement of expenses incurred in successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Section.

9. Securing of Indemnification Obligations. Unless otherwise provided in the Articles or agreed by the Corporation and all or certain of its shareholders in a shareholders’ agreement, to further effect, satisfy or secure the indemnification obligations provided herein or otherwise, the Corporation may maintain insurance, obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Corporation, or use any other mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Board shall deem appropriate. Absent fraud, the determination of the Board with respect to such amounts, costs, terms and conditions shall be conclusive against all security holders, officers and Directors and shall not be subject to voidability.

10. Contribution. If the indemnification provided for in this Section or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Corporation shall contribute to the liabilities to which the indemnified representative may be subject in such proportion as is appropriate to reflect the intent of this Section or otherwise.

11. Mandatory Indemnification of Directors, Officers, Etc. To the extent that an authorized representative of the Corporation has been successful on the merits or otherwise in defense of any action or proceeding referred to in 15 Pa. C.S. §§ 1741 or 1742 or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by such person in connection therewith.

12. Reliance of Provisions. Each person who shall act as an indemnified representative of the Corporation shall be deemed to be doing so in reliance upon the rights provided in this Section.

13. Interpretation. The provisions of this Section are intended to constitute Bylaws authorized by 15 Pa. C.S. §§ 513 and 1746.

ARTICLE VIII - MISCELLANEOUS

1. Checks. All checks, notes, bills of exchange or other orders in writing shall be signed by such person or persons as the Board or any person authorized by resolution of the Board may from time to time designate.

15

2. Contracts.

(a) General Rule. Except as otherwise provided in the Business Corporation Law in the case of transactions that require action by the shareholders, the Board may authorize any officer or agent to enter into any contract or to execute or deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.

(b) Statutory Form of Execution of Instruments. Any note, mortgage, evidence of indebtedness, contract or other document, or any assignment or endorsement thereof, executed or entered into between the Corporation and any other person, when signed by one or more officers or agents having actual or apparent authority to sign it, or by the President or Vice President and Secretary or Assistant Secretary or Treasurer or Assistant Treasurer, shall be held to have been properly executed for and on behalf of the Corporation, without prejudice to the rights of the Corporation against any person who shall have executed the instrument in excess of his or her actual authority.

3. Interested Directors or Officers; Quorum.

(a) General Rule. A contract or transaction between the Corporation and one or more of its Directors or officers or between the Corporation and another corporation, partnership, joint venture, trust or other enterprise in which one or more of its Directors or officers are Directors or officers or have a financial or other interest, shall not be void or voidable solely for that reason, or solely because the Director or officer is present at or participates in the meeting of the Board that authorizes the contract or transaction, or solely because his, her or their votes are counted for that purpose, if:

(i) the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Board and the Board authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors even though the disinterested Directors are less than a quorum;

(ii) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon and the contract or transaction is specifically approved in good faith by vote of those shareholders; or

(iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board or the shareholders.

(b) Quorum. Common or interested Directors may be counted in determining the presence of quorum at a meeting of the Board which authorizes a contract or transaction specified in Section 3(a).

4. Amendment of Bylaws. Unless otherwise provided in the Articles or agreed by the Corporation and all or certain of its shareholders in a shareholders’ agreement, these Bylaws may be amended or repealed, or new Bylaws may be adopted, either (a) by vote of the shareholders at any duly organized annual or special meeting of shareholders, or (b) with respect to those matters that are not by statute committed expressly to the shareholders and regardless of

16

whether the shareholders have previously adopted or approved the Bylaw being amended or repealed, by vote of a majority of the Board in office at any regular or special meeting of Directors. Any change in these Bylaws shall take effect when adopted unless otherwise provided in the resolution effecting the change.

17

EX-3.42

Exhibit 3.42

Form 201

Secretary of State

P.O. Box 13697

Austin, TX 78711-3697

FAX: 512/463-5709

Filing Fee: $300

Certificate of Formation

Limited Liability Company

Filed in the Office of the

Secretary of State of Texas

Filing #: 800694157 08/15/2006

Document #: 140380370002

Image Generated Electronically

for Web Filing

The filing entity being formed is a limited liability company. The name of the entity is:

RTT Texas, Inc.

The name of the entity must contain the words “Limited Liability Company” or “Limited Company,” or an accepted abbreviation of such terms. The name must not be the same as, deceptively similar to or similar to that of an existing corporate, limited liability company, or limited partnership name on file with the secretary of state. A preliminary check for “name availability” is recommended.

¨A. The initial registered agent is an organization (cannot be company named above) by the name of:

OR

xB. The initial registered agent is an individual resident of the state whose name is set forth below:

Name:

James F. Adams

C. The business address of the registered agent and the registered office address is:

Street Address:

1601 Elm Street, Ste 3000 Dallas TX 75201

Article 3 – Directors

The number of directors consulting the initial board of directors and the names and addresses of the person or persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualified are set forth below:

Director 1: Nicholas Galanos

Address: 4330 St. Michael Drive Texarkana TX, USA 75503

Director 1: Mitchell Block

Address: 4330 St. Michael Drive Texarkana TX, USA 75503

Article 4 – Authorized Shares

The total number of shares the corporation is authorized to issue and the par value of each such share, or a statement that such shares are without par value, is set forth below.

Number of shares Par Value (Must complete either A or B)

Class Series 100000 xA. Has a par value of $.01 ¨B. without par value. Common

If these shares are to be divided into classes, you must set forth the designation of each class, the number of shares of each class, and the par value (or statement of no par value), of each class. If shares of a class are to be issued in series, you must provide the designation of each series. The preferences, limitations, and relative rights to each class or series must be stated in space provided for supplemental information.

Article 5—Purpose

The purpose for which this corporation is organized is for the transaction of any and all lawful business of which corporations may be organized under the Texas Business Organizations Code.

Supplemental Provisions/Information

To the fullest extent permitted by Texas statutory or decisional law, as the same exists or may hereafter be amended or interpreted, a director of the corporation shall not be liable to the corporation or its shareholders for any act or omission in such director’s capacity as director. Any repeal or amendment of this Article, or adoption of any other provision of the Certificate

Of Formation inconsistent with this Article, by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitation on the liability to the corporation or its shareholders of a director of the corporation existing at the time of such repeal, amendment or adoption of any inconsistent provision.

Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote, if a written consent or consents, setting forth the action so taken, is signed by the holders of shares having not less than the minimum number of votes necessary to vote on the action were present and voted.

[The attached addendum, if any, is incorporated herein by reference.]

Effectiveness of Filing

xA. This document becomes effective when filed by the secretary of state.

OR

¨B. This document becomes effective at a later, which is not more than ninety (90) days from the date of signing. The delayed effective date is:

Organizer

The name and address of the organizer is set forth below.

James F. Adams 1601 Elm Street, Ste 3000, Dallas, TX 75201

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a material or fraudulent instrument.

s/ James F. Adams

Signature of organizer

FILING OFFICE COPY

Form 424

(Revised 01/06)

Return in duplicate to: Secretary of State

P.O. Box 13697

Austin, TX 78711-3697

512 463-5555

FAX: 512/463-5709

Filing Fee: See instructions

Certificate of Amendment

Entity Information

This space reserved for office use.

FILED

In The Office of the Secretary of State of Texas

JUN 10 2009

Corporations Section

The name of the filing entity is:

RTT Texas, Inc.

State the name of the entity as currently shown in the records ofthe secretary of state. If the amendment changes the name of the entity, state the old name and not the new name.

The filing entity is a: (Select the appropriate entity type below.)

For-profit Corporation

Nonprofit Corporation

Cooperative Association

Limited Liability Company

Professional Corporation

Professional Limited Liability Company

Professional Association

Limited Partnership

The file number issued to the filing entity by the secretary of state is: —8-0-06-9-4-1-5-7The date of formation of the entity is:

0852006Amendments

1. Amended Name

(If the purpose of the certificate of amendment is to change the name of the entity, use the following statement)

The amendment changes the certificate of formation to change the article or provision that names the filing entity. The article or provision is amended to read as follows:

The name of the filing entity is: (state the new name of the entity below)

Not Applicable

The name of the entity must contain an organizational designation or accepted abbreviation of such term, as applicable.

2. Amended Registered Agent/Registered Office

The amendment changes the certificate of formation to change the article or provision stating the name of the registered agent and the registered office address of the filing entity. The article or provision is amended to read as follows: Not Applicable—no change to registered agent

Form 424

Registered Agent

(Complete either A or B, but not both. Also complete C.)

A. The registered agent is an organization (cannot be entity named above) by the name of:

OR

B. The registered agent is an individual resident of the state whose name is:

First Name MI. Last Name Suffix

C. The business address of the registered agent and the registered office address is:

TX

Street Address (No P.O. Box) City State Zip Code

3. Other Added, Altered, or Deleted Provisions

Other changes or additions to the certificate of formation may be made in the space provided below. If the space provided is insufficient, incorporate the additional text by providing an attachment to this form. Please read the instructions to this form for further information on format.

Text Area (The attached addendum, if any, is incorporated herein by reference.)

Add each of the following provisions to the certificate of formation. The identification or reference of the added provision and the full text are as follows:

Marguerite Naman Duffy, 150 W. Church Ave., Maryville, TN 37801 as President and Director.

Alter each of the following provisions of the certificate of formation. The identification or reference of the altered provision and the full text of the provision as amended are as follows:

Not Applicable

Delete each of the provisions identified below from the certificate of formation. Delete Nicholas Galanos, 4330 St. Michael Dr., Texarkana, TX 75503 as Director.

Statement of Approval

The amendments to the certificate of formation have been approved in the manner required by the

Texas Business Organizations Code and by the governing documents of the entity.

Form 424

Effectiveness of Filing (Select either A, B, or C)

A. This document becomes effective when the document is filed by the secretary of state.

B. This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:

C. This document takes effect upon the occurrence of a future event or fact, other than the

passage of time. The 90th day after the date of signing is:

The following event or fact will cause the document to take effect in the manner described below:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.

Date: 5/28/2009 RTT Texas, Inc.

By: s/ Scarlett May

Scarlett May, Secretary, Treasurer

Signature and title of authorized person(s) (see instructions)

Form 424

Form 424

(Revised 01/06)

Return in duplicate to: Secretary of State

P.O. Box 13697

Austin, TX 78711-3697

512 463-5555

FAX: 512/463-5709

Filing Fee: See instructions

Certificate of Amendment

This space reserved for office use.

FILED

In the Office of the

Secretary of State of Texas

MAR 06 2009

rations Section

Entity Information I

The name of the filing entity is:

RTT Texas, Inc.

State the name of the entity as currently shown in the records of the secretary of state. If the amendment changes the name of the entity, state the old name and not the new name.

The filing entity is a: (Select the appropriate entity type below.)

For-profit Corporation

Nonprofit Corporation

Cooperative Association

Limited Liability Company

Professional Corporation

Professional Limited Liability Company

Professional Association

Limited Partnership

The file number issued to the filing entity by the secretary of state is: 800694157 _ The date of formation of the entity is: 08-15-2006

Amendments

1. Amended Name

(If the purpose of the certificate of amendment is to change the name of the entity, use the following statement)

The amendment changes the certificate of formation to change the article or provision that names the filing entity. The article or provision is amended to read as follows:

The name of the filing entity is: (state the new name of the entity below)

Not applicable

The name of the entity must contain an organizational designation or accepted abbreviation of such term, as applicable.

2. Amended Registered Agent/Registered Office

The amendment changes the certificate of formation to change the article or provision stating the name of the registered agent and the registered office address of the filing entity. The article or provision is amended to read as follows:

Not applicable

Form 424 6

Registered Agent

(Complete either A or 8, but not both. Also complete C.)

A. The registered agent is an organization (cannot be entity named above) by the name of:

OR

B. The registered agent is an individual resident of the state whose name is:

First Name Ml. Last Name Sulfa

C. The business address of the registered agent and the registered office address is:

TX

Street Address (No P.O. Box) City State Zip Code

3. Other Added, Altered, or Deleted Provisions

Other changes or additions to the certificate of formation may be made in the space provided below. If the space provided is insufficient, incorporate the additional text by providing an attachment to this form. Please read the instructions to this form for further information on format.

Text Area (The attached addendum, if any, is incorporated herein by reference.)

Add each of the following provisions to the certificate of formation. The identification or reference of the added provision and the full text are as follows:

Add Scarlett May as Secretary, Treasurer and Director.

150 West Church Avenue

Maryville, TN 37801

Alter each of the following provisions of the certificate of formation. The identification or reference of the altered provision and the full text of the provision as amended are as follows:

Delete each of the provisions identified below from the certificate of formation.

Delete Mitchell Block as Secretary, Treasurer and Director.

Statement of Approval

The amendments to the certificate of formation have been approved in the manner required by the

Texas Business Organizations Code and by the governing documents of the entity.

Form 424 7

Effectiveness of Filing (Select either A, B, or C)

A. This document becomes effective when the document is filed by the secretary of state.

B. This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:

C. This document takes effect upon the occurrence of a future event or fact, other than the passage of time. The 90th day after the date of signing is:

The following event or fact will cause the document to take effect in the manner described below:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.

Date: Feb. 9, 2009 s/ Nicholas S. Galanos

Nicholas S. Galanos, President

Signature and title of authorized person (a) (see instructions)form 424

Form 424	Certificate of Amendment	This space reserved for office use.
(Revised 05/11)
Submit in duplicate to: Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
512 463-5555
FAX: 512/463-5709
Filing Fee: See instructions

Entity Information

The name of the filing entity is:

RTT Texas, Inc.

State the name or the entity as currently shown in the records of the secretary of stale. If the amendment changes the name of the entity, state the old name and not the new name.

The filing entity is a: (Select the appropriate entity type below.)

x For-profit Corporation	¨ Professional Corporation
¨ Nonprofit Corporation	¨ Professional Limited Liability Company
¨ Cooperative Association	¨ Professional Association
¨ Limited Liability Company	¨ Limited Partnership

The file number issued to the filing entity by the secretary of state is: 800694157                                    

The date of formation of the entity is: 08-15-2006                                                                                                      

Amendments

1. Amended Name

(If the purpose of the certificate of amendment is to change the name of the entity, use the following statement)

The amendment changes the certificate of formation to change the article or provision that names the filing entity. The article or provision is amended to read as follows:

The name of the filing entity is: (state the new name of the entity below)

Not applicable

The name of the entity must contain an organizational designation or accepted abbreviation of such term, as applicable.

2. Amended Registered Agent/Registered Office

The amendment changes the certificate of formation to change the article or provision stating the name of the registered agent and the registered office address of the filing entity. The article or provision is amended to read as follows: Not applicable

Form 424

6

Registered Agent

(Complete either A or B, but not both. Also complete C.)

¨ A. The registered agent is an organization (cannot be entity named above) by the name of:

OR

¨ B. The registered agent is an individual resident of the state whose name is:

First Name M.I. Last Name Suffix

The person executing this instrument affirms that the person designated as the new registered agent has consented to serve as registered agent.

C. The business address of the registered agent and the registered office address is:

		TX
Street Address (No P.O. Box)	City	State         Zip Code

3. Other Added, Altered, or Deleted Provisions

Other changes or additions to the certificate of formation may be made in the space provided below. If the space provided is insufficient, incorporate the additional text by providing an attachment to this form. Please read the instructions to this form for further information on format.

Text Area (The attached addendum, if any, is incorporated herein by reference.)

x Add each of the following provisions to the certificate of formation. The identification or reference of the added provision and the full text are as follows:

Michael O. Moore, 150 W. Church Ave., Maryville, TN 37801 as President and Director

¨ Alter each of the following provisions of the certificate of formation. The identification or reference of the altered provision and the full text of the provision as amended are as follows:

x Delete each of the provisions identified below from the certificate of formation.

Marguerite Naman Duffy, 150 W. Church Ave., Maryville, TN 37801 as President and Director.

Statement of Approval

The amendments to the certificate of formation have been approved in the manner required by the Texas Business Organizations Code and by the governing documents of the entity.

Form 424

7

Effectiveness of Filing (Select either A, B, or C.)

A. x This document becomes effective when the document is filed by the secretary of state.

B. ¨ This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:                                                                                                           

C. ¨ This document takes effect upon the occurrence of a future event or fact, other than the passage of time. The 90^th day after the date of signing is:                                                                          

The following event or fact will cause the document to take effect in the manner described below:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument.

Date:	6/6/2012	By:	RTT Texas, Inc.,: Scarlett May, Secretary & Treasurer
			s/ Scarlett May
			Signature of authorized person
			Scarlett May
			Secretary & Treasurer
			Printed or typed name of authorized person (see instructions)

EX-3.43

Exhibit 3.43

BYLAWS

OF

RTT TEXAS, INC.

(A TEXAS CORPORATION)

TABLE OF CONTENTS

ARTICLE I OFFICES	1
Section 1. Principal Office	1
Section 2. Other Offices	1
ARTICLE II SHAREHOLDERS	1
Section 1. Time and Place of Meetings	1
Section 2. Annual Meetings	1
Section 3. Special Meetings	1
Section 4. Notice	1
Section 5. Closing of Share Transfer Records and Fixing Record Dates for Matters Other than Consents to Action	2
Section 6. Fixing Record Dates for Consents to Action	2
Section 7. List of Shareholders	2
Section 8. Quorum	3
Section 9. Voting	3
Section 10. Action by Consent	5
Section 11. Presence at Meetings by Means of Communications Equipment	6
Section 12. Remote Communications Meetings	6
ARTICLE III DIRECTORS	6
Section 1. Number of Directors	6
Section 2. Vacancies	7
Section 3. General Powers	7
Section 4. Place of Meetings	7
Section 5. Annual Meetings	8
Section 6. Regular Meetings	8
Section 7. Special Meetings	8
Section 8. Notice by Electronic Transmission	8
Section 9. Quorum and Voting	8
Section 10. Committees of the Board of Directors	9
Section 11. Compensation of Directors	9
Section 12. Action by Unanimous Consent	9
Section 13. Presence at Meetings by Means of Communications Equipment	9
ARTICLE IV NOTICES	10
Section 1. Form of Notice	10
Section 2. Waiver	10
Section 3. When Notice Unnecessary	10
ARTICLE V OFFICERS	11
Section 1. General	11
Section 2. Election	11
Section 3. Chairman of the Board	11
Section 4. President	11
Section 5. Vice Presidents	11
Section 6. Assistant Vice Presidents	12

i

Section 7. Secretary	12
Section 8. Assistant Secretaries	12
Section 9. Treasurer	13
Section 10. Assistant Treasurers	13
Section 11. Bonding	13
ARTICLE VI CERTIFICATES REPRESENTING SHARES	13
Section 1. Form of Certificates	13
Section 2. Lost Certificates	14
Section 3. Transfer of Shares	14
Section 4. Registered Shareholders	14
ARTICLE VII INDEMNIFICATION	14
Section 1. General	14
Section 2. Insurance	15
ARTICLE VIII GENERAL PROVISIONS	16
Section 1. Distributions and Share Dividends	16
Section 2. Reserves	16
Section 3. Fiscal Year	16
Section 4. Seal	16
Section 5. Resignation	16
ARTICLE IX AMENDMENTS TO BYLAWS	16

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ARTICLE I

OFFICES

Section 1. Principal Office. The principal office of the Corporation shall be in Dallas County, Texas, or such other county as the Board of Directors may from time to time designate.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Texas as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

SHAREHOLDERS

Section 1. Time and Place of Meetings. Meetings of the shareholders shall be held at such time and at such place, within or without the State of Texas, as shall be determined by the Board of Directors. The Board of Directors may determine that any meeting may be held solely by means of remote communication.

Section 2. Annual Meetings. Annual meetings of shareholders shall be held on such date and at such time as shall be determined by the Board of Directors. At each annual meeting the shareholders shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings. Special meetings of the shareholders may be called at any time by the Chief Executive Officer, the President or the Board of Directors, and shall be called by the Chief Executive Officer, the President or the Secretary at the request in writing of the holders of not less than ten percent (10%) of the voting power represented by all the shares issued, outstanding and entitled to be voted at the proposed special meeting, unless the Articles of Incorporation provide for a different percentage, in which event such provision of the Articles of Incorporation shall govern. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at special meetings shall be confined to the purposes stated in the notice of the meeting.

Section 4. Notice. Written or printed notice stating the place, day and hour of any shareholders’ meeting, the means of any remote communication by which shareholders may be considered present and may vote at the meeting (if applicable), and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than 60 days before the date of the meeting, personally, by electronic transmission, or by mail, by or at the direction of the Chief Executive Officer, President, Secretary or the officer or person calling the meeting, to each shareholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the shareholder at his address as it appears on the share transfer records of the Corporation. If electronically transmitted with the consent of a shareholder, such notice shall be deemed given to the shareholder when (i) transmitted to a facsimile number provided by the shareholder for the purpose of receiving notice, (ii) transmitted to an electronic mail address provided by the shareholder for the purpose of receiving notice, (iii) posted on an electronic network and a message is sent to the shareholder at an address provided by the shareholder for the purpose of alerting the shareholder of a posting of such a notice, or (iv) communicated to the shareholder by any other form of electronic transmission consented to by the shareholder for the purpose of receiving notice.

Section 5. Closing of Share Transfer Records and Fixing Record Dates for Matters Other than Consents to Action. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any distribution or share dividend, or in order to make a determination of shareholders for any other proper purpose (other than determining shareholders entitled to consent to action by shareholders proposed to be taken without a meeting of shareholders), the Board of Directors of the Corporation may provide that the share transfer records shall be closed for a stated period but not to exceed, in any case, 60 days. If the share transfer records shall be closed for the purpose of determining shareholders, such records shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the share transfer records, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 60 days and, in the case of a meeting of shareholders, not less than ten days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the share transfer records are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a distribution (other than a distribution involving a purchase or redemption by the Corporation of any of its own shares) or share dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such distribution or share dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of share transfer records and the stated period of closing has expired.

Section 6. Fixing Record Dates for Consents to Action. Unless a record date shall have previously been fixed or determined pursuant to this Section 6, whenever action by shareholders is proposed to be taken by consent in writing without a meeting of shareholders, the Board of Directors may fix a record date for the purpose of determining shareholders entitled to consent to that action, which record date shall not precede, and shall not be more than ten days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors and the prior action of the Board of Directors is not required by the Texas Business Corporation Act (herein called the “Act”), the record date for determining shareholders entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation as provided in Section 10 of this Article II. If no record date shall have been fixed by the Board of Directors and prior action of the Board of Directors is required by the Act, the record date for determining shareholders entitled to consent to action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts a resolution taking such prior action.

Section 7. List of Shareholders. The officer or agent of the Corporation having charge of the share transfer records for shares of the Corporation shall make, at least ten days

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before each meeting of the shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of voting shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office or principal place of business of the Corporation and shall be subject to inspection by any shareholder at any time during the usual business hours of the Corporation. Alternatively, the list of the shareholders may be kept on a reasonably accessible electronic network, if the information required to gain access to the list is provided with the notice of the meeting, though the Corporation need not include any electronic contact information of any shareholder on the list. If the Corporation elects to make the list available on an electronic network, the Corporation shall take reasonable steps to ensure that the information is available only to shareholders of the Corporation. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. If the meeting is held by means of remote communication, the list must be open to the examination by any shareholder for the duration of the meeting on a reasonably accessible electronic network, and the information required to access the list must be provided to shareholders with the notice of the meeting. The original share transfer records shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer records or to vote at any meeting of shareholders. Failure to comply with the requirements of this Section 7 shall not affect the validity of any action taken at such meeting.

Section 8. Quorum. A quorum shall be present at a meeting of shareholders, for any matter to be presented at that meeting, if the holders of shares having a majority of the voting power represented by all issued and outstanding shares entitled to vote at the meeting are present in person or represented by proxy, unless otherwise provided by the Articles of Incorporation in accordance with the Act. Once a quorum is present at a meeting of shareholders, the shareholders represented in person or by proxy at the meeting may conduct such business as may properly be brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder or the refusal of any shareholder represented in person or by proxy to vote shall not affect the presence of a quorum at the meeting. If, however, a quorum shall not be present at any meeting of shareholders, the shareholders entitled to vote, present in person or represented by proxy, shall have power to adjourn the meeting, without notice (other than announcement at the meeting at which the adjournment is taken of the time and place of the adjourned meeting), until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented in person or by proxy at such meeting until a quorum shall be present. At such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed.

Section 9. Voting. When a quorum is present at any shareholders’ meeting, the vote of the holders of a majority of the shares entitled to vote on, and that voted for or against or expressly abstained with respect to, any question or matter brought before such meeting, shall decide such question or matter brought before such meeting, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is required by the Act, and shall be the act of the shareholders, unless otherwise provided by the Articles of Incorporation or these Bylaws in accordance with the Act.

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Unless otherwise provided in the Articles of Incorporation or these Bylaws in accordance with the Act, directors of the Corporation shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present.

At every meeting of the shareholders, each shareholder shall be entitled to cast, in person or by proxy, for each share having voting power held by such shareholder, one vote or such number of votes as is specified in the Articles of Incorporation (including the resolution of the Board of Directors (or a committee thereof) creating such shares), except to the extent that the voting rights of the shares of any class or series are limited or denied by the Articles of Incorporation. At each election of directors, every shareholder shall be entitled (a) to cast, in person or by proxy, the number of votes to which the shares owned by him are entitled for as many persons as there are directors to be elected and for whose election he has a right to vote or (b) only if expressly permitted by the Articles of Incorporation and subject to the immediately succeeding sentence of this paragraph, to cumulate the votes to which the shares owned by him are entitled by giving one candidate as many votes as the number of such directors multiplied by the shares owned by him shall equal or by distributing such votes on the same principle among any number of such candidates. Cumulative voting shall not be allowed in an election of directors unless (i) the right of cumulative voting is expressly granted by the Articles of Incorporation and (ii) a shareholder who intends to cumulate his votes shall have given written notice of such intention to the Secretary of the Corporation on or before the day preceding the election at which such shareholder intends to cumulate his votes; all shareholders entitled to vote cumulatively may cumulate their votes if any shareholder gives such written notice. Every proxy shall be executed in writing by the shareholder. A telegram, telex, cablegram, or other form of electronic transmission, including telephone transmission, by the shareholder, or a photographic, photostatic, facsimile, or similar reproduction of a writing executed by the shareholder, shall be treated as an execution in writing for the purposes of this Section 9. Any electronic transmission must contain or be accompanied by information from which it can be determined that the transmission was authorized by the shareholder. No proxy shall be valid after 11 months from the date of its execution unless otherwise provided therein. Each proxy shall be revocable unless (i) the proxy form conspicuously states that the proxy is irrevocable, and (ii) the proxy is coupled with an interest, as defined in the Act and other Texas law.

Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe or, in the absence of such provision, as the board of directors of such corporation may determine.

Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name as trustee.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without being transferred into his name, if such authority is contained in an appropriate order of the court that appointed the receiver.

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A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Shares of the Corporation’s stock owned by it or by another domestic or foreign corporation or other entity, if a majority of the voting stock or voting interest of the other corporation or other entity is owned or controlled by the Corporation, shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time. Nothing in this Section 9 limits the right of the Corporation or any other domestic or foreign corporation or other entity to vote stock, including (but not limited to) its own stock, held or controlled by it in a fiduciary capacity, or with respect to which it otherwise exercises voting power in a fiduciary capacity.

Section 10. Action by Consent. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the action that is the subject of the consent.

In addition, if the Articles of Incorporation so provide, any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting, without prior notice, and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which holders of all shares entitled to vote on the action were present and voted. Prompt notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given to those shareholders who did not consent in writing to the action.

Every written consent signed by the holders of less than all the shares entitled to vote with respect to the action that is the subject of the consent shall bear the date of signature of each shareholder who signs the consent. No written consent signed by the holder or holders of less than all the shares entitled to vote with respect to the action that is the subject of the consent shall be effective to take the action that is the subject of the consent unless, within 60 days after the date of the earliest dated consent delivered to the Corporation in a manner as set forth below in this Section 10, the consent or consents signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take the action that is the subject of the consent are delivered to the Corporation by delivery to its registered office, registered agent, principal place of business, transfer agent, registrar, exchange agent, or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of shareholders are recorded. Delivery shall be by hand or certified or registered mail, return receipt requested. Delivery to the Corporation’s principal place of business shall be addressed to the President or the Chief Executive Officer of the Corporation.

A telegram, telex, cablegram, or other electronic transmission by a shareholder shall be regarded as written, signed, and dated for the purposes of this Section 10 if the transmission sets forth or is delivered with information from which the Corporation can determine that the transmission was transmitted by the shareholder and the date on which the shareholder

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transmitted the transmission. The date of transmission is the date on which the consent was signed. Consent given by telegram, telex, cablegram, or other electronic transmission shall not be considered delivered until the consent is reproduced in paper form and the paper form is delivered to the Corporation at its registered office or its principal place of business, or to the Secretary or other officer or agent of the corporation having custody of the books in which proceedings of shareholder meetings are recorded. Notwithstanding the preceding paragraph of this Section 10, consent given by telegram, telex, cablegram, or other electronic transmission may be delivered to the principal place of business of the Corporation or to the Secretary or other officer or agent of the Corporation having custody of the books in which proceedings of shareholder meetings are recorded to the extent and in the manner provided by resolution of the Board of Directors.

Any photographic, photostatic, facsimile, or similarly reliable reproduction of a consent in writing signed by a shareholder may be substituted or used instead of the original writing for any purpose for which the original writing could be used, if the reproduction is a complete reproduction of the entire original writing.

Section 11. Presence at Meetings by Means of Communications Equipment. Shareholders may participate in and hold a meeting of the shareholders by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 11 shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 12. Remote Communications Meetings. If authorized by the Board of Directors, and subject to any guidelines and procedures by the Board of Directors, shareholders not physically present at a meeting of shareholders, by means of remote communications may (a) participate in a meeting of shareholders and (b) be considered present in person and may vote at a meeting of shareholders held at a designated place or held solely by means of remote communication if (i) the Corporation implements reasonable measures to verify that each person considered present and permitted to vote at the meeting by means of remote communication is a shareholder; (ii) the Corporation implements reasonable measures to provide the shareholders at the meeting by means of remote communication a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of a meeting substantially concurrently with the proceedings; and (iii) the Corporation maintains a record of any shareholder vote or other action taken at the meeting by means of remote communication.

ARTICLE III

DIRECTORS

Section 1. Number of Directors. The number of directors of the Corporation shall be fixed from time to time by resolution of the Board of Directors, but in no case shall the number of directors be less than one. Until otherwise fixed by resolution of the Board of Directors, the number of directors shall be the number stated in the Articles of Incorporation. No decrease in the number of directors shall have the effect of reducing the term of any incumbent director.

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Except as provided in Section 2 of this Article III, directors shall be elected at each annual meeting of the shareholders by the holders of shares entitled to vote in the election of directors. Except as provided in Section 2 of this Article III or Section 5 of Article VIII of these Bylaws, each director shall hold office until the annual meeting of shareholders following his election or until his successor is elected and qualified. Directors need not be residents of the State of Texas or shareholders of the Corporation.

Section 2. Vacancies. Subject to other provisions of this Section 2, any vacancy occurring in the Board of Directors may be filled by election at an annual or special meeting of the shareholders called for that purpose or by the affirmative vote of a majority of the remaining directors, though the remaining directors may constitute less than a quorum of the Board of Directors as fixed by Section 9 of this Article III. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose or may be filled by the Board of Directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided that the Board of Directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders. Shareholders holding a majority of shares then entitled to vote at an election of a director or directors may, at any time and with or without cause, terminate the term of office of any director or all of the directors by a vote at any annual or special meeting called for that purpose. Such removal shall be effective immediately upon such shareholder action even if successors are not elected simultaneously, and the vacancies on the Board of Directors caused by such action shall be filled only by election by the shareholders.

Notwithstanding the foregoing, whenever the holders of any class or series of shares or group of classes or series of shares are entitled to elect one or more directors by the provisions of the Articles of Incorporation, only the holders of shares of that class or series or group shall be entitled to vote for or against the removal of any director elected by the holders of shares of that class or series or group; and any vacancies in such directorships and any newly created directorships of such class or series or group to be filled by reason of an increase in the number of such directors may be filled by the affirmative vote of a majority of the directors elected by such class or series or group then in office or by a sole remaining director so elected, or by the vote of the holders of the outstanding shares of such class or series or group, and such directorships shall not in any case be filled by the vote of the remaining directors or the holders of the outstanding shares as a whole unless otherwise provided in the Articles of Incorporation.

Section 3. General Powers. The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its Board of Directors, which may do or cause to be done all such lawful acts and things, as are not by the Act, the Articles of Incorporation or these Bylaws directed or required to be exercised or done by the shareholders.

Section 4. Place of Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Texas.

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Section 5. Annual Meetings. The first meeting of each newly elected Board of Directors shall be held, without further notice, immediately following the annual meeting of shareholders at the same place, unless by the majority vote or unanimous consent of the directors then elected and serving, such time or place shall be changed.

Section 6. Regular Meetings. Regular meetings of the Board of Directors may be held with or without notice at such time and place as the Board of Directors may determine by resolution.

Section 7. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chief Executive Officer and shall be called by the Secretary on the written request of a majority of the incumbent directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by such person or persons. Notice of any special meeting shall be given at least 24 hours previous thereto if given either personally (including written notice delivered personally) or by telex, facsimile, telegram or other means of electronic transmission (if permitted), and at least 72 hours previous thereto if given by written notice mailed or otherwise sent or delivered to each director at the address of his business or residence. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Any director may waive notice of any meeting, as provided in Section 2 of Article IV of these Bylaws. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 8. Notice by Electronic Transmission. With the consent of a director, notice of the date, time, place, or purpose of a regular or special meeting of the Board of Directors may be given to the director by electronic transmission. Notice under this Section 8 shall be deemed given to the director when the notice is (a) transmitted to a facsimile number provided by the director for the purpose of receiving notice; (b) transmitted to an electronic mail address provided by the director for the purpose of receiving notice; (c) posted on an electronic network and a message is sent to the director at the address provided by the director for the purpose of alerting the director of a posting of such a notice; or (d) communicated to the director by any other form of electronic transmission consented to by the director for the purpose of receiving notice.

Section 9. Quorum and Voting. At all meetings of the Board of Directors, the presence of a majority of the number of directors fixed in the manner provided in Section 1 of this Article III shall constitute a quorum for the transaction of business, unless a different number or portion is required by law, the Articles of Incorporation, or these Bylaws. At all meetings of committees of the Board of Directors (if one or more be designated in the manner described in Section 10 of this Article III), the presence of a majority of the number of directors fixed from time to time by resolution of the Board of Directors to serve as members of such committees shall constitute a quorum for the transaction of business. The affirmative vote of at least a majority of the directors present and entitled to vote at any meeting of the Board of Directors or a committee of the Board of Directors at which there is a quorum shall be the act of the Board of Directors or the committee, except as may be otherwise specifically provided by the Act, the

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Articles of Incorporation or these Bylaws. Directors may not vote by proxy at any meeting of the Board of Directors. Directors with a current or proposed interest in a contract or business transaction of the Corporation and directors who are directors or officers of, or have a financial interest in, any other entity or other organization with which the Corporation has or proposes to have a contract or business transaction may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee of the Board of Directors to authorize such contract or business transaction. If a quorum shall not be present at any meeting of the Board of Directors or a committee thereof, a majority of the directors present thereat may adjourn the meeting, without notice other than announcement at the meeting, until such time and to such place as may be determined by such majority of directors, until a quorum shall be present.

Section 10. Committees of the Board of Directors. The Board of Directors may designate from among its members one or more committees, each of which shall be composed of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified members at any meeting of that committee. Any such committee, to the extent provided in the resolution of the Board of Directors or in the Articles of Incorporation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors of the Corporation, except where action of the Board of Directors is required by the Act or by the Articles of Incorporation. Any member of a committee of the Board of Directors may be removed, for or without cause, by the Board of Directors. If any vacancy or vacancies occur in a committee of the Board of Directors caused by death, resignation, retirement, disqualification, removal from office or otherwise, the vacancy or vacancies shall be filled by the Board of Directors. Such committee or committees shall have such name or names as may be designated by the Board of Directors and shall keep regular minutes of their proceedings and report the same to the Board of Directors when required.

Section 11. Compensation of Directors. Unless otherwise provided by resolution of the Board of Directors, directors, as members of the Board of Directors or of any committee thereof, shall not be entitled to receive any stated salary for their services. Nothing herein contained, however, shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 12. Action by Unanimous Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent, setting forth the action so taken, is signed by all the members of the Board of Directors or the committee, as the case may be. A telegram, telex, cablegram, or other electronic transmission by a director consenting to an action to be taken and transmitted by a director is considered written, signed, and dated for the purposes of this Section 12 if the transmission sets forth or is delivered with information from which the Corporation can determine that the transmission was transmitted by the director and the date on which the director transmitted the transmission. Such consent shall have the same force and effect as a unanimous vote at a meeting of the Board of Directors or the committee thereof.

Section 13. Presence at Meetings by Means of Communications Equipment. Members of the Board of Directors of the Corporation or any committee designated by the Board of Directors, may participate in and hold a meeting of such board or committee by means of

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conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 13 shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE IV

NOTICES

Section 1. Form of Notice. Whenever under the provisions of the Act, the Articles of Incorporation or these Bylaws, notice is required to be given to any director or shareholder, and no provision is made as to how such notice shall be given, it shall not be construed to mean personal notice exclusively, but any such notice may be given in writing, by mail, postage prepaid, or by telex, facsimile, or telegram, or other means of electronic transmission (if the director or shareholder so consents in accordance with the Act), addressed or transmitted to such director or shareholder at such address, or in accordance with such form of electronic communication specified by the director or shareholder for that purpose, as appears on the books and records of the Corporation. Any notice to be given by mail shall be deemed to be given at the time when it is deposited, postage prepaid, in the United States mail. Any notice to be given by telex, facsimile, telegram, or other means of electronic transmission shall be deemed to be given at the time specified in Section 4 of Article II of these Bylaws for a shareholder or in Section 8 of Article III of these Bylaws for a director.

Section 2. Waiver. Whenever under the provisions of the Act, the Articles of Incorporation or these Bylaws, any notice is required to be given to any director or shareholder of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated in such notice, shall be equivalent to the giving of such notice. The business to be transacted at a regular or special meeting of the shareholders, directors, or members of a committee of directors or the purpose of a meeting is not required to be specified in a written waiver of notice or a waiver by electronic transmission, unless required by the Articles of Incorporation.

Section 3. When Notice Unnecessary. Whenever, under the provisions of the Act, the Articles of Incorporation or these Bylaws, any notice is required to be given to any shareholder, such notice need not be given to the shareholder if:

(a) notice of two consecutive annual meetings and all notices of meetings held during the period between those annual meetings, if any, or

(b) all (but in no event less than two) payments (if sent by first class mail) of distributions or interest on securities during a 12-month period,

have been mailed to that person, addressed at his address as shown on the records of the Corporation, and have been returned undeliverable. Any action or meeting taken or held without notice to such a person shall have the same force and effect as if the notice had been duly given. If such a person delivers to the Corporation a written notice setting forth his then current address, the requirement that notice be given to that person shall be reinstated.

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ARTICLE V

OFFICERS

Section 1. General. The elected officers of the Corporation shall be a President and a Secretary. The Board of Directors may also elect or appoint a Chairman of the Board, one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, and such other officers as may be deemed necessary, all of whom shall also be officers. Two or more offices may be held by the same person.

Section 2. Election. The Board of Directors shall elect the officers of the Corporation at each annual meeting of the Board of Directors. The Board of Directors may appoint such other officers and agents as it shall deem necessary and shall determine the salaries of all officers and agents from time to time. The officers shall hold office until their successors are chosen and qualified. No officer need be a member of the Board of Directors except the Chairman of the Board, if one be elected. Any officer elected or appointed by the Board of Directors may be removed, with or without cause, at any time by a majority vote of the whole Board. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 3. Chairman of the Board. The Chairman of the Board, if any, shall be the Chief Executive Officer of the Corporation and, subject to the provisions of these Bylaws, shall have general supervision of the affairs of the Corporation and shall have general and active control of all its business. He shall preside, when present, at all meetings of shareholders and at all meetings of the Board of Directors. He shall see that all orders and resolutions of the Board of Directors and the shareholders are carried into effect. He shall have general authority to execute bonds, deeds and contracts in the name of the Corporation and affix the corporate seal thereto; to sign stock certificates; to cause the employment or appointment of such employees and agents of the Corporation as the proper conduct of operations may require, and to fix their compensation, subject to the provisions of these Bylaws; to remove or suspend any employee or agent who shall have been employed or appointed under his authority or under authority of an officer subordinate to him; to suspend for cause, pending final action by the authority which shall have elected or appointed him, any officer subordinate to the Chairman of the Board; and, in general, to exercise all the powers and authority usually appertaining to the chief executive officer of a corporation, except as otherwise provided in these Bylaws.

Section 4. President. In the absence of a Chairman of the Board, the President shall be the ranking and Chief Executive Officer of the Corporation, and shall have the duties and responsibilities, and the authority and power, of the Chairman of the Board. The President shall be the Chief Operating Officer of the Corporation and as such shall have, subject to review and approval of the Chairman of the Board, if one be elected, the responsibility for the operation of the Corporation and the authority of the Chairman of the Board.

Section 5. Vice Presidents. In the absence of the President or in the event of his inability or refusal to act, the Vice President, if any (or in the event there be more than one, the

11

Vice Presidents in the order designated or, in the absence of any designation, then in the order of their election), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer or the Chief Operating Officer may from time to time prescribe. The Vice President in charge of finance, if any, shall also perform the duties and assume the responsibilities described in Section 9 of this Article for the Treasurer, and shall report directly to the Chief Executive Officer of the Corporation.

Section 6. Assistant Vice Presidents. In the absence of a Vice President or in the event of his inability or refusal to act, the Assistant Vice President, if any (or, if there be more than one, the Assistant Vice Presidents in the order designated or, in the absence of any designation, then in the order of their election), shall perform the duties and exercise the powers of that Vice President, and shall perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer, the Chief Operating Officer or the Vice President under whose supervision he is appointed may from time to time prescribe.

Section 7. Secretary. The Secretary shall attend and record minutes of the proceedings of all meetings of the Board of Directors and any committees thereof and all meetings of the shareholders. He shall maintain the records of such meetings in one or more books to be kept by him for that purpose. Unless the Corporation has appointed a transfer agent or other agent to keep such a record, the Secretary shall also keep at the Corporation’s registered office or principal place of business a record of the original issuance of shares issued by the Corporation and a record of each transfer of those shares that have been presented to the Corporation for registration of transfer. Such records shall contain the names and addresses of all past and current shareholders of the Corporation and the number and class of shares issued by the Corporation held by each of them. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the Chief Executive Officer, under whose supervision he shall be. He shall have custody of the corporate seal of the Corporation and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall keep and account for all books, documents, papers and records of the Corporation except those for which some other officer or agent is properly accountable. He shall have authority to sign stock certificates and shall generally perform all the duties usually appertaining to the office of the secretary of a corporation.

Section 8. Assistant Secretaries. In the absence of the Secretary or in the event of his inability or refusal to act, the Assistant Secretary, if any (or, if there be more than one, the Assistant Secretaries in the order designated or, in the absence of any designation, then in the order of their election), shall perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer or the Secretary may from time to time prescribe.

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Section 9. Treasurer. The Treasurer, if any (or the Vice President in charge of finance, if one be elected), shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books or files belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration of the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation. The Treasurer shall perform such other duties as may be prescribed by the Board of Directors or the Chief Executive Officer.

Section 10. Assistant Treasurers. In the absence of the Treasurer or in the event of his inability or refusal to act, the Assistant Treasurer, if one be elected (or, if there shall be more than one, the Assistant Treasurers in the order designated or, in the absence of any designation, then in the order of their election), shall perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer or the Treasurer may from time to time prescribe.

Section 11. Bonding. If required by the Board of Directors, all or certain of the officers shall give the Corporation a bond, in such form, in such sum and with such surety or sureties as shall be satisfactory to the Board, for the faithful performance of the duties of their office and for the restoration to the Corporation, in case of their death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the Corporation.

ARTICLE VI

CERTIFICATES REPRESENTING SHARES

Section 1. Form of Certificates. The Corporation shall deliver certificates representing all shares to which shareholders are entitled. Certificates representing shares of the Corporation shall be in such form as shall be approved and adopted by the Board of Directors and shall be numbered consecutively by class or series (if any) of shares and entered in the share transfer records of the Corporation as they are issued. Each certificate shall state on the face thereof that the Corporation is organized under the laws of the State of Texas, the name of the registered holder, the number and class of shares, and the designation of the series, if any, which said certificate represents, and either the par value of the shares or a statement that the shares are without par value. Each certificate shall also set forth on the back thereof a full or summary statement of matters required by the Act or the Articles of Incorporation to be described on certificates representing shares, and shall contain a conspicuous statement on the face thereof referring to the matters set forth on the back thereof. Certificates shall be signed by the Chairman of the Board, President or any Vice President and the Secretary or any Assistant

13

Secretary, and may be sealed with the seal of the Corporation. Either the seal of the Corporation or the signatures of the Corporation’s officers or both may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates have been delivered by the Corporation or its agents, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed the certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the Corporation.

Section 2. Lost Certificates. The Corporation may direct that a new certificate be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed. When authorizing the issue of a new certificate, the Board of Directors, in its discretion and as a condition precedent to the issuance thereof, may require the owner of the lost or destroyed certificate, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such form, in such sum, and with such surety or sureties as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 3. Transfer of Shares. Shares of stock shall be transferable only on the share transfer records of the Corporation by the holder thereof in person or by his duly authorized attorney. Subject to any restrictions on transfer set forth in the Articles of Incorporation, these Bylaws or any agreement among shareholders to which this Corporation is a party or has notice, upon surrender to the Corporation or to the transfer agent of the Corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation or the transfer agent of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 4. Registered Shareholders. Except as otherwise provided in the Act or other Texas law, the Corporation shall be entitled to regard the person in whose name any shares issued by the Corporation are registered in the share transfer records of the Corporation at any particular time (including, without limitation, as of the record date fixed pursuant to Section 5 or Section 6 of Article II hereof) as the owner of those shares and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof.

ARTICLE VII

INDEMNIFICATION

Section 1. General. The Corporation may indemnify persons who are or were a director or officer of the Corporation, both in their capacities as directors and officers of the Corporation and, if serving at the request of the Corporation as a director, officer, trustee, employee, agent or similar functionary of another foreign or domestic corporation, trust, partnership, joint venture, sole proprietorship, employee benefit plan or other enterprise, in each of those capacities, against any and all liability and reasonable expenses that may be incurred by

14

them in connection with or resulting from (a) any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (collectively, a “Proceeding”), (b) an appeal in such a Proceeding, or (c) any inquiry or investigation that could lead to such a Proceeding, all to the full extent permitted or required by Article 2.02-1 of the Act. The Corporation shall pay or reimburse, in advance of the final disposition of the Proceeding, to each person who is then a director or officer of the Corporation all reasonable expenses incurred by such person who was, is or is threatened to be made a named defendant or respondent in a Proceeding to the full extent permitted by Article 2.02-1 of the Act. The Corporation may indemnify persons who are or were an employee or agent (other than a present or former director or officer) of the Corporation, or persons who are not or were not employees or agents of the Corporation but who are or were serving at the request of the Corporation as a director, officer, trustee, employee, agent or similar functionary of another foreign or domestic corporation, trust, partnership, joint venture, sole proprietorship, employee benefit plan or other enterprise (collectively, along with the present and former directors and officers of the Corporation, “Corporate Functionaries”), against any and all liability and reasonable expense that may be incurred by them in connection with or resulting from (a) any Proceeding, (b) an appeal in such a Proceeding, or (c) any inquiry or investigation that could lead to such a Proceeding, all to the full extent permitted or required by Article 2.02-1 of the Act. The Corporation may pay or reimburse, in advance of the final disposition of the Proceeding, to each former director or officer of the Corporation, or each present or former employee or agent (other than a director or officer) of the Corporation, all reasonable expenses incurred by such person who was, is or is threatened to be made a named defendant or respondent in a Proceeding. The rights of indemnification provided for in this Article VII shall be in addition to all rights to which any Corporate Functionary may be entitled under any agreement or vote of shareholders or as a matter of law or otherwise.

Section 2. Insurance. The Corporation may purchase or maintain insurance on behalf of any Corporate Functionary against any liability asserted against him and incurred by him in such a capacity or arising out of his status as a Corporate Functionary, whether or not the Corporation would have the power to indemnify him or her against the liability under the Act or these Bylaws; provided, however, that if the insurance or other arrangement is with a person or entity that is not regularly engaged in the business of providing insurance coverage, the insurance or arrangement may provide for payment of a liability with respect to which the Corporation would not have the power to indemnify the person only if including coverage for the additional liability has been approved by the shareholders of the Corporation. Without limiting the power of the Corporation to procure or maintain any kind of insurance or arrangement, the Corporation may, for the benefit of persons indemnified by the Corporation, (i) create a trust fund, (ii) establish any form of self-insurance, (iii) secure its indemnification obligation by grant of any security interest or other lien on the assets of the Corporation, or (iv) establish a letter of credit, guaranty or surety arrangement. Any such insurance or other arrangement may be procured, maintained or established within the Corporation or its affiliates or with any insurer or other person deemed appropriate by the Board of Directors of the Corporation regardless of whether all or part of the stock or other securities thereof are owned in whole or in part by the Corporation. In the absence of fraud, the judgment of the Board of Directors of the Corporation as to the terms and conditions of such insurance or other arrangement and the identity of the insurer or other person participating in an arrangement shall be conclusive, and the insurance or arrangement shall not be voidable and shall not subject the directors approving the insurance or arrangement to liability, on any ground, regardless of whether directors participating in approving such insurance or other arrangement shall be beneficiaries thereof.

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ARTICLE VIII

GENERAL PROVISIONS

Section 1. Distributions and Share Dividends. Distributions or share dividends to the shareholders of the Corporation, subject to the provisions of the Act and the Articles of Incorporation and any agreements or obligations of the Corporation, if any, may be declared by the Board of Directors at any regular or special meeting. Distributions may be declared and paid in cash or in property (other than shares or rights to acquire shares of the Corporation), provided that all such declarations and payments of distributions, and all declarations and issuances of share dividends, shall be in strict compliance with all applicable laws and the Articles of Incorporation.

Section 2. Reserves. There may be created by resolution of the Board of Directors out of the surplus of the Corporation such reserve or reserves as the Board of Directors from time to time, in its discretion, deems proper to provide for contingencies, or to equalize distributions or share dividends, or to repair or maintain any property of the Corporation, or for such other proper purpose as the Board shall deem beneficial to the Corporation, and the Board may increase, decrease or abolish any reserve in the same manner in which it was created.

Section 3. Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 4. Seal. The Corporation shall have a seal which may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced. Any officer of the Corporation shall have authority to affix the seal to any document requiring it.

Section 5. Resignation. Any director, officer or agent of the Corporation may resign by giving notice in writing or by electronic transmission to the Corporation, to the attention of the President or the Secretary. The resignation shall take effect at the time specified therein, or immediately if no time is specified therein. Unless specified in such notice, the acceptance of such resignation shall not be necessary to make it effective.

ARTICLE IX

AMENDMENTS TO BYLAWS

Unless otherwise provided by the Articles of Incorporation or a bylaw adopted by the shareholders of the Corporation, these Bylaws may be amended or repealed, or new Bylaws may be adopted, at any meeting of the shareholders of the Corporation or of the Board of Directors at which a quorum is present, by the affirmative vote of the holders of a majority of the shares or the affirmative vote of a majority of the directors, as the case may be, present at such meeting.

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CERTIFICATION

I, Mitchell Block, Secretary of the Corporation, hereby certify that the foregoing is a true, accurate and complete copy of the Bylaws of RTT Texas, Inc. adopted by its Board of Directors as of August 16, 2006

/s/ Mitchell Block

Mitchell Block, Secretary

17

EX-3.44

Exhibit 3.44

Form 424 (Revised 01106)		This space reserved for office use.
		FILED In the Office of the Secretary of State of Texas JUN 10 2009 Corporations Section
Return in Duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512/463-5709 Filing Fee: See instructions
	Certificate of Amendment

Entity Information

The name of the filing entity is:

RTTT, LLC

State the name of the entity as currently shown in the records of the secretary of state. Ifthe amendment changes the name of the entity, state the old name and not the new name.

The filing entity is a: (Select the appropriate entity type below.)

¨ For-profit Corporation	¨ Professional Corporation
¨ Nonprofit Corporation	¨ Professional Limited Liability Company
¨ Cooperative Association	¨ Professional Association
x Limited Liability Company	¨ Limited Partnership

The file number issued to the filing entity by the secretary of state is: 800694161

The date of formation of the entity is: 08-15-2006

Amendments

1. Amended Name

(If the purpose of the certificate of amendment is to change the name of the entity, use the following statement)

The amendment changes the certificate of formation to change the article or provision that names the filing entity. The article or provision is amended to read as follows:

The name of the filing entity is: (state the new name of the entity below)

Not Applicable

The name of the entity must contain an organizational designation or accepted abbreviation of such term, as applicable.

2. Amended Registered Agent/Registered Office

The amendment changes the certificate of formation to change the article or provision stating the name of the registered agent and the registered office address of the filing entity. The article or provision is amended to read as follows: Not Applicable – no change to registered agent

Form 424 6

Registered Agent

(Complete either A or B, but not both. Also complete C.)

¨ A. The registered agent is an organization (cannot be entity named above) by the name of:

OR

¨ B. The registered agent is an individual resident of the state whose name is:

First Name MI. Last Name Suffix

C. The business address of the registered agent and the registered office address is:

		TX
Street Address (No P.O. Box)	City	State	Zip Code

3. Other Added, Altered, or Deleted Provisions

Other changes or additions to the certificate of formation may be made in the space provided below. If the space provided is insufficient, incorporate the additional text by providing an attachment to this form. Please read the instructions to this form for further information on format.

Text Area (The attached addendum, if any, is incorporated herein by reference.)

x Add each of the following provisions to the certificate of formation. The identification or reference of the added provision and the full text are as follows:

Marguerite Naman Duffy, 150 W. Church Ave., Maryville, TN 37801 as Manager.

¨ Alter each of the following provisions of the certificate of formation. The identification or reference of the altered provision and the full text of the provision as amended are as follows:

Not Applicable

x Delete each of the provisions identified below from the certificate of formation. Delete Nicholas Galanos, 4330 St. Michael Dr., Texarkana, TX 75503 as Manager.

Statement of Approval

The amendments to the certificate of formation have been approved in the manner required by the Texas Business Organizations Code and by the governing documents of the entity.

Form 424 7

Effectiveness of Filing (Select either A, B, or C.)

A. x This document becomes effective when the document is filed by the secretary of state.

B. ¨ This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:                                                                                                               

C. ¨ This document takes effect upon the occurrence of a future event or fact, other than the passage of time. The 90th day after the date of signing is:                                                                                                               

The following event or fact will cause the document to take effect in the manner described below:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.

Date: 5/28/2009

RTTT, LLC
By:	/s/ Scarlett May
	Scarlett May, Manager
	Signature and title of authorized person(s) (see instructions)

Form 424 8

Secretary of State P.O. Box 13697 Austin, TX 78711-3697 FAX: 512/463-5709 Filing Fee: $300		Filed in the Office of the
		Secretary of State of Texas
		Filing #: 800694161 08/15/2006
		Document #: 140380370003
	Certificate of Formation	Image Generated Electronically
	Limited Liability Company	for Web Filing

Article 1 – Entity Name and type

The filing entity being formed is a limited liability company. The name of the entity is:

RTTT, LLC

The name of the entity must contain the words “Limited Liability Company” or “Limited Company,” or an accepted abbreviation of such terms. The name must not be the same as, deceptively similar to or similar to that of an existing corporate, limited liability company, or limited partnership name on file with the secretary of state. A preliminary check for “name availability” is recommended.

Article 2 – Registered Agent and Registered Office

¨A. The initial registered agent is an organization (cannot be company named above) by the name of:

OR

xB. The initial registered agent is an individual resident of the state whose name is set forth below:

Name:

James F. Adams

C. The business address of the registered agent and the registered office address is:

Street Address:

1601 Elm Street, Ste 3000 Dallas TX 75201

Article 3 – Governing Authority

¨A. The limited liability company is to be managed by managers.

¨B. The limited liability company will not have managers. Management of the company is reserved to the members.

The names and addresses of the governing persons are set forth below:

Manager 1: Nicholas Galanos	Title: Manager
Address: 4330 St. Michael Drive Texarkana TX, USA 75503
Manager 2: Mitchell Block	Title: Manager
Address: 4330 St. Michael Drive Texarkana TX, USA 75503

Article 4 – Purpose

The purpose for which the company is organized is for the transaction of any and all lawful business for which limited liability companies may be organized under the Texas Business Organizations Code.

Supplemental Provisions/Information

To the fullest extent permitted by Texas statutory or decisional law, as the same exists or may hereafter be amended or interpreted, a Governing Person (as defined in the Texas Business Organizations Code) of the Company shall not be liable to the Company or its members for any act or omission in such Governing Person’s capacity as a Governing Person. Any repeat or amendment of this Article, or adoption of any other provision of this Certificate of Formation inconsistent with this Article, by the members of the Company shall be prospective only and shall not adversely affect any limitation o n the liability to the Company or its members of a Governing Person of the Company existing at the time of such repeal, amendment or adoption of an inconsistent provisions.

[The attached addendum, if any, is incorporated herein by reference.]

Organizer

The name and address of the organizer are set forth below.

James F. Adams 1601 Elm Street, Ste 3000, Dallas, TX 75201

Effectiveness of Filing

¨A. This document becomes effective when the document is filed by the secretary of state.

OR

¨B. This document becomes effective at a later date, which is not more than ninety (90) days from the date of its signing. The delayed effective date is:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission f a materially flase or fraudulent instrument.

/s/ James F. Adams                

Signature of Organizer

FILING OFFICE COPY

Form 801	Application for Reinstatement And Request to Set Aside Tax Forfeiture	This space reserved for office use
(Revised 10/08)
Return in duplicate to:
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
512-463-5555
FAX: 512 463-5709
Filing Fee: See Instructions

1.       The entity name is:         RTTT, LLC

	The entity is a foreign entity that was required to obtain its registration under a name that differs from the name stated above. The name under which the entity is registered is:
	Not applicable
2.	The file number issued to the entity by the secretary of state is:	800694161

3.	The entity was forfeited or revoked under the provisions of the Tax Code on:	07/11/2008
		mo/dd/year

4.	The undersigned requests that the forfeiture or revocation of the entity be set aside, and certifies that:
a.	The entity has filed each delinquent report that is required by chapter 171 of the Tax Code and has made payment for the tax, penalty, and interest imposed and that is due at the time of this application as evidenced by the attached tax clearance letter; and
b.	On the date of forfeiture or revocation, the undersigned person was:
	•     An officer, director, shareholder of the above-named for-profit or professional corporation; or •     An officer director, shareholder or member of the above-named professional association; or •     An officer director, or member of the above-named nonprofit corporation; or •     A member or manager of the above-named limited liability company; or •     A partner of the above-named limited partnership; or •     A trustee or beneficial owner of the above – named statutory or business trust.

Additional Required Documentation or Filings
	¨ Comptroller of Public Accounts Tax Clearance Letter ¨ Letter of Consent or Amendment to Certificate of Formation or Registration (Required when entity name is no longer available.)
Execution
	The undersigned declares under penalty of perjury, and the penalties imposed by law for the submission of a materially false or fraudulent instrument, that the undersigned is authorized to make this request; that the statements contained herein are true and correct, and that tax clearance was not obtained by providing false or fraudulent information.

Date:	February 9, 2009
		BY:	RTTT, LLC
			s/ Nicholas S. Galanos
			Signature of authorized person (see Instructions)
			Nicholas S. Galanos, Manager
			Printed or typed name of authorized person

Form 801

4

February 5, 2009

RTTT, LLC

150 W CHURCH AVE C/0 PAMELA HINTZ

MARYVILLE, TN 37801-4936

TAX CLEARANCE LETTER FOR REINSTATEMENT*

To: Texas Secretary of State

Corporations Section

Re: RTTT, LLC

Taxpayer number: 12053891946

File number: 0800694161

The above referenced corporation has met all franchise tax requirements and is eligible for reinstatement through May 15, 2009.

SHEENA TRAYLOR

Enforcement – Austin Central

Field Operations – Enforcement

* To reinstate this entity, an application for reinstatement (SOS Form 801), this tax clearance letter, and the appropriate filing fee, if applicable, must be filed with the Texas Secretary of State on or before the expiration date of this letter.

An application and instructions for reinstatement can be obtained by visiting http://www.sos.state.tx.us/corp/forms.shtml or by calling 512/463-5581.

Note-: If the entity fails to reinstate on or before the tax clearance date indicated in this letter, Additional franchise tax filing requirements must be met and a new request for tax clearance must be submitted prior to reinstatement.

Form 05-377 (Rev.s-0512)

WRITTEN CONSENT ACTION OF

THE SOLE MEMBER

OF RTTT, LLC

The undersigned, being the sole member of RTTT, LLC, a Texas limited liability company (the “Company”), by affixing their signature hereto, hereby consent to and take the following actions and adopt the following resolutions pursuant to the Operating Agreement of the Company dated August 15,2006:

RESOLVED, that the resignation of Mitchell Block as a Manager of the Company be, and hereby is, accepted; and

FURTHER RESOLVED, that Scarlett May be, and hereby is, elected as a Manager of the Company, to serve in such capacities until such time as her resignation or removal and until such time as her successor is duly elected and qualified.

IN WITNESS WHEREOF, the sole Member has executed this Consent as of the 12th day of August, 2008.

RT FRANCHISE ACQUISITION, LLC
Sole Member of RTTT, LLC
By:	s/ Marguerite Naman Duffy
	Marguerite Naman Duffy
	Vice President & Treasurer

RTTT, LLC

c/o Ruby Tuesday, Inc.

7420 Hitt Road, Suite A

Mobile, AL 36695

Re:    Resignation

To Whom It May Concern:

Effective on the date signed below, I hereby resign as Manager of RTTT, LLC.

Sincerely,
s/ Mitchell Block
Mitchell Block	Aug. 12, 2008
	(date)

Form 424	Certificate of Amendment	This space reserved for office u
(Revised 05/11)
Submit in duplicate to:
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
512 463-5555
FAX: 512/463-5709
Filing Fee: See instructions

Entity Information

The name of the filing entity is:

RTTT, LLC.

State the name of the entity as currently shown in the records of the secretary of state. If the amendment changes the name of the entity, state the old name and not the new name.

The filing entity is a: (Select the appropriate entity type below.)

¨ For-profit Corporation	¨ Professional Corporation
¨ Nonprofit Corporation	¨ Professional Limited Liability Company
¨ Cooperative Association	¨ Professional Association
¨ Limited Liability Company	¨ Limited Partnership

The file number issued to the filing entity by the secretary of state is: 800694161

The date of formation of the entity is: 08/15/2006

Amendments

1. Amended Name

(If the purpose of the certificate of amendment is to change the name of the entity, use the following statement)

The amendment changes the certificate of formation to change the article or provision that names the filing entity. The article or provision is amended to read as follows:

The name of the filing entity is: (state the new name of the entity below)

Not applicable

The name or the entity must contain an organizational designation or accepted abbreviation or such term, as applicable.

2. Amended Registered Agent/Registered Office

The amendment changes the certificate of formation to change the article or prov1s1on stating the name of the registered agent and the registered office address of the filing entity. The article or provision is amended to read as follows: Not applicable

Form 424

6

Registered Agent

(Complete either A or B, but not both. Also complete C)

¨ A. The registered agent is an organization (cannot be entity named above) by the name of:

OR

¨ B. The registered agent is an individual resident of the state whose name is:

First Name M.I.                Last Name Suffix

The person executing this instrument affirms that the person designated as the new registered agent has consented to serve as registered agent.

C. The business address of the registered agent and the registered office address is:

		TX
Street Address (No P.O. Box)	City	State	Zip Code

3. Other Added, Altered, or Deleted Provisions

Other changes or additions to the certificate of formation may be made in the space provided below. If the space provided is insufficient, incorporate the additional text by providing an attachment to this form. Please read the instructions to this form for further information on format.

Text Area (The attached addendum, if any, is incorporated herein by reference.)

x Add each of the following provisions to the certificate of formation. The identification or reference of the added provision and the full text are as follows:

Michael O. Moore, 150 W. Church Ave., Maryville, TN 37801 as Manager.

¨ Alter each of the following provisions of the certificate of formation. The identification or reference of the altered provision and the full text of the provision as amended are as follows:

x Delete each of the provisions identified below from the certificate of formation.

Marguerite Naman Duffy, 150 W. Church Ave., Maryville, TN 37801 as Manager.

Statement of Approval

The amendments to the certificate of formation have been approved in the manner required by the Texas Business Organizations Code and by the governing documents of the entity.

Form 424

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Effectiveness of Filing (Select either A, B, or C)

A. x This document becomes effective when the document is filed by the secretary of state.

B. ¨ This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:                                                                                   

C. ¨ This document takes effect upon the occurrence of a future event or fact, other than the passage of time. The 90^th day after the date of signing is:                                                                                   

The following event or fact will cause the document to take effect in the manner described below:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument.

Date: 6/6/2012	By:	RTTT, LLC
		s/ Scarlett May
		Signature of authorized person
		Scarlett May
		Manager
		Printed or typed name of authorized person (see instructions)

Form 424

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EX-3.45

Exhibit 3.45

COMPANY AGREEMENT

OF

RTTT, LLC

Dated as of August 15, 2006

COMPANY AGREEMENT

OF

RTTT, LLC

A Texas Limited Liability Company

ARTICLE I DEFINITIONS			I
	1.1	Definitions	1
	1.2	Construction	2
ARTICLE II ORGANIZATION			2
	2.1	Formation	2
	2.2	Name	2
	2.3	Registered Office; Registered Agent; Principal Office in the United States; Other Offices	2
	2.4	Purposes	3
	2.5	Foreign Qualification	3
	2.6	Assumed Names	3
	2.7	Term	3
	2.8	Fundamental Business Transaction	3
ARTICLE III MEMBERSHIP			3
	3.1	Member	3
	3.2	Liability to Third Parties	3
	3.3	Reliance	4
ARTICLE IV CAPITAL CONTRIBUTIONS; DISTRIBUTIONS			4
	4.1	Initial Contribution	4
	4.2	Subsequent Contributions	4
	4.3	Distributions	4
ARTICLE V MANAGEMENT BY MANAGERS			4
	5.1	Management by Managers	4
	5.2	Actions by Managers	6
	5.3	Number and Term of Office	6
	5.4	Vacancies; Removal; Resignation	6
	5.5	Meetings	6
	5.6	Approval or Ratification of Acts or Contracts by Member	7
	5.7	Action by Written Consent or Telephone Conference	7
	5.8	Conflicts ofinterest	8
	5.9	Duties of Member and Managers	8
	5.10	Limitations of Certificate	8
	5.11	Officers	8
	5.12	Payment of Expenses and Compensation	10

ARTICLE VI INDEMNIFICATION			11
	6.1	Right to Indemnification	11
	6.2	Insurance	11
	6.3	Savings Clause	12
ARTICLE VII TRANSFERS OF MEMBERSHIP INTEREST AND ADMISSION OF MEMBERS			12
	7.1	Disposition	12
	7.2	Admission of Additional Members	12
ARTICLE VIII TAXES			12
	8.1	Disregard of Entity	12
	8.2	Tax Returns	12
	8.3	Tax Elections	13
ARTICLE IX BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS			13
	9.1	Maintenance of Books	13
	9.2	Accounts	13
ARTICLE X WINDING UP AND TERMINATION			13
	10.1	Events to Wind Up	13
	10.2	Winding Up and Termination	13
	10.3	Certificate of Termination	14
ARTICLE XI GENERAL PROVISIONS			14
	11.1	Offset	l4
	11.2	Entire Agreement	14
	11.3	Effect of Waiver or Consent	14
	11.4	Amendments to Agreement or Certificate	15
	11.5	Binding Effect	15
	11.6	Governing Law; Severability	15
	11.7	Further Assurances	15
	11.8	Creditors	15

COMPANY AGREEMENT

OF

RTTT, LLC

A Texas Limited Liability Company

This Company Agreement of RTTT, LLC (this “Agreement”), dated as of August 15, 2006, is adopted and entered into by RTTT, LLC, a Texas limited liability company formed and existing pursuant to its Certificate of Formation (the “Company”), and RT Franchise Acquisition, LLC a Delaware limited liability company, as the sole Member of the Company.

ARTICLE I

DEFINITIONS

1.1 Definitions. As used in this Agreement, the following terms have the following meanings:

“Affiliate” means any Person that directly or indirectly controls, is controlled by, or is under common control with the Person in question. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Agreement” means this Company Agreement.

“Capital Contribution” means any contribution by a Member to the capital of the Company.

“Certificate” has the meaning given that term in Section 2.1.

“Code” means the Internal Revenue Code of 1986 and any successor statute, as amended from time to time.

“Company” means RTTT, LLC, a Texas limited liability company.

“Company Functionaries” has the meaning given that term in Section 6.1.

“Delegate” has the meaning given that term in Section 8.001 of the TBOC.

“Member” means the Person executing this Agreement as of the date of this Agreement as a member or any Person hereafter admitted to the Company as a member, but does not include any Person who has ceased to be a member in the Company.

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“Membership Interest” means the interest of the Member in the Company, including, without limitation, rights to distributions (liquidating or otherwise) and allocations.

“Person” means an individual or a corporation, limited liability company, partnership, trust, estate, unincorporated organization, association, or other entity.

“Proceeding” has the meaning given that term in Section 8.001 of the TBOC.

“TBOC’ means the Texas Business Organizations Code and any successor statute, as amended from time to time.

Other terms defined herein have the meanings so given them.

1.2 Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine, and neuter. Unless the context makes clear to the contrary, all references to an Article or a Section refer to articles and sections of this Agreement , and all references to Exhibits are to exhibits attached hereto, each of which is made a part hereof for all purposes.

ARTICLE II

ORGANIZATION

2.1 Formation. The Company has been organized as a Texas limited liability company by the filing of its Certificate of Formation (the “Certificate”) under and pursuant to the TBOC.

2.2 Name. The name of the Company is “RTTT, LLC” and all Company business must be conducted in that name or such other names that comply with applicable law as the Member may select from time to time.

2.3 Registered Office; Registered Agent; Principal Office in the United States; Other Offices. The registered office of the Company required by the TBOC to be maintained in the State of Texas shall be the office of the initial registered agent named in the Certificate or such other office as the Managers may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Texas shall be the initial registered agent named in the Certificate or such other Person as the Managers may designate from time to time in the manner provided by law. The principal office of the Company in the United States shall be at such place as the Managers may designate from time to time, which need not be in the State of Texas, and the Company shall maintain records there as required by Sections 3.151 and 101.501 of the TBOC. The Company may have such other offices as the Managers may designate from time to time.

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2.4 Purposes. The purpose of the Company is to transact any and all lawful business for which limited liability companies may be organized under the TBOC, and to do all things necessary or incidental thereto to the fullest extent permitted by law.

2.5 Foreign Qualification. Prior to the Company’s conducting business in any jurisdiction other than Texas, the Managers shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Managers, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction. The Managers shall execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to qualify, continue, or terminate the Company as a foreign limited liability company in all such jurisdictions in which the Company may conduct business or cease to conduct business.

2.6 Assumed Names. The Managers of the Company are authorized and empowered to appoint and substitute all necessary agents or attorneys for the service of process, to designate and change the location of registered offices for the Company, to prepare and file with the proper authorities all necessary certificates, reports, powers of attorney, and other such instruments as may be required by the laws of such state, territory, dependency, or country to authorize the Company to transact business therein and, whenever it is expedient for the Company to cease doing business therein and withdraw therefrom, to revoke any appointment of agent or attorney for service of process, and to file such certificates, reports, revocation of appointment, or surrender of authority as may be necessary to terminate the authority of the Company to do business in any such state, territory, dependency, or country, and to execute such general corporate resolution forms as may be required to effect any of the foregoing.

2.7 Term. The Company commenced on the date of filing of the Certificate with the Secretary of State of Texas and shall continue in existence until terminated after its business and affairs are wound up in accordance with Article X.

2.8 Fundamental Business Transaction. The Company may be a party to any fundamental business transaction of the types permitted by the TBOC.

ARTICLE III

MEMBERSHIP

3.1 Member. The sole Member of the Company is RT Franchise Acquisition, LLC, which is admitted to the Company as a Member effective contemporaneously with the execution by such Person of this Agreement (or, if later, upon filing of the Certificate).

3.2 Liability to Third Parties. No Member shall be liable for the debts, obligations, or liabilities of the Company (whether arising in contract, tort, or otherwise), including under a judgment, decree, or order of a court or arbitrator. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or the powers of any Member or Manager under this Agreement or the TBOC shall not be grounds for imposing any liability on the Member for the debts, obligations, or liabilities of the Company.

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3.3 Reliance. The Member and the Managers shall be entitled to rely on the provisions of this Agreement, and the Member and the Managers shall not be liable for any action or refusal to act taken in good faith reliance on the terms of this Agreement. The duties and obligations imposed on the Member and the Managers as such shall be those set forth in this Agreement, which are intended to govern the relationship between the Company and the Member and the Managers, notwithstanding any provision of the TBOC or common law to the contrary.

ARTICLE IV

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

4.1 Initial Contribution. The Member shall make an initial Capital Contribution. No interest shall accrue on any contribution and the Member shall not have the right to withdraw or be repaid any contribution except as provided in this Agreement.

4.2 Subsequent Contributions. Additional Capital Contributions may be made by the Member at its discretion.

4.3 Distributions. The Company may make such distributions as are determined by the Member from time to time in its discretion. No distribution shall be made unless, immediately after the distribution, the fair value of the total assets of the Company equals or exceeds the total liabilities of the Company, all in accordance with Section 101.206 of the TBOC.

ARTICLEV MANAGEMENT BY

MANAGERS

5.1 Management by Managers.

(a) Except for situations in which the approval of the Member is required by the Certificate, this Agreement, or by nonwaivable provisions of applicable law, and subject to the provisions of Section 5.1(b), (1) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Managers; and (2) the Managers may make all decisions and take all actions for the Company not otherwise provided for in this Agreement, including, without limitation, the following:

(i) entering into, making, and performing contracts, agreements, and other undertakings binding the Company that may be necessary, appropriate, or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder;

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(ii) opening and maintaining financial institution and investment accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements;

(iii) maintaining or causing to be maintained the assets of the Company;

(iv) collecting sums due the Company;

(v) to the extent that funds of the Company are available therefor, paying debts and obligations of the Company; asset of the Company;

(vi) acquiring, utilizing for Company purposes, and disposing of any

(vii) borrowing money or otherwise comm1ttmg the credit of the Company for Company activities and voluntary prepayments or extensions of debt;

(viii) selecting, removing, and changing the authority and responsibility of lawyers, accountants, and other advisers and consultants;

(ix) obtaining insurance for the Company;

(x) instituting, prosecuting, defending and settling any legal, arbitration or administrative actions or proceedings on behalf of or against the Company; and

(xi) obtaining and maintaining alcoholic beverage and related permits; and

(xii) establishing a seal for the Company.

(b) Notwithstanding the provisions of Section S.l(a), the Managers may not cause the Company to do any of the following without complying with any applicable requirements of the TBOC:

(i) be a party to a fundamental business transaction described in Chapter Ten of the TBOC;

(ii) amend or restate the Certificate; and

(iii) any other action which the Member by written action restricts the Managers from taking.

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5.2 Actions by Managers.

(a) Whenever in this Agreement a reference is made to the Managers, such reference shall include a sole Manager, who shall have all the authority of the Managers set forth herein. Any Manager may be a natural or juridical Person.

(b) In managing the business and affairs of the Company and exercising its powers, the Managers (if there be more than one) shall act collectively through meetings and written consents pursuant to Sections 5.5 and 5.7.

(c) Any Person dealing with the Company, other than a Member, may rely on the authority of any Manager in taking any action in the name of the Company without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that action actually is taken in accordance with the provisions of this Agreement.

5.3 Number and Term of Office. The number of Managers of the Company shall be determined from time to time by action of the Member. If the Member makes no such determination, the number of Managers shall be the number set forth in the Certificate as the number of Managers constituting the initial Managers. Each Manager shall hold office for the term for which he or it is elected and thereafter until the Manager’s successor shall have been elected and qualified, or until his (or its) earlier death (or termination), resignation or removal. Unless otherwise provided in the Certificate, Managers need not be Members or residents of the State of Texas.

5.4 Vacancies; Removal; Resignation. Subject to other provisions of this Section, any vacancy occurring in the Managers may be filled by the Member. A Manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any Manager position to be filled by reason of an increase in the number of Managers shall be filled by the Member. The Member may, at any time and with or without cause, terminate the term of office of all or any of the Managers. Such removal shall be effective immediately upon Member action even if successors are not elected simultaneously. Any Manager may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Member. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

5.5 Meetings.

(a) Unless otherwise required by law or provided in the Certificate or this Agreement, a majority of the total number of Managers fixed by, or in the manner provided in, the Certificate or this Agreement shall constitute a quorum for the transaction of business of the Managers (if there be more than one then serving), and the act of a majority of the Managers present at a meeting at which a quorum is present shall be the act of the Managers. A Manager who is present at a meeting of the Managers at which action on any Company matter is taken shall be presumed to have assented to the action unless his dissent shall be entered in the minutes

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of the meeting or unless he shall file his written dissent to such action with the Person acting as secretary of the meeting before the adjournment thereof or shall deliver such dissent to the Company immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Manager who voted in favor of such action.

(b) Meetings of the Managers (if there be more than one then serving) may be held at such place or places as shall be determined from time to time by the Managers. At all meetings of the Managers, business shall be transacted in such order as shall from time to time be determined by the Managers. Attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

(c) Regular meetings of the Managers (if there be more than one then serving) shall be held at such times and places as shall be designated from time to time by the Managers. Notice of such regular meetings shall not be required.

(d) Special meetings of the Managers (if there be more than one then serving) may be called by any Manager or by the Member on at least twenty-four (24) hours notice to each other Manager. Such notice need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law or provided for by the Certificate or this Agreement.

5.6 Approval or Ratification of Acts or Contracts by Member. The Managers in their discretion may submit any act or contract for approval or ratification by the Member. Failure of the Managers for any reason (or for no reason) to submit any act or contract to the Member for approval or ratification shall not in any way act to, or be deemed to, make such act or contract void or voidable.

5.7 Action by Written Consent or Telephone Conference. Any action permitted or required by the TBOC, the Certificate, or this Agreement to be taken at a meeting of the Managers (if there be more than one then serving) may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by all the Managers. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of Texas, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Managers. Subject to the requirements of the TBOC, the Certificate, or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, Managers may participate in and hold a meeting of the Managers by means of a conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a Person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

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5.8 Conflicts of Interest. Subject to the other express provisions of this Agreement, the Member and any Manager or officer at any time and from time to time may engage in and possess interests in other business ventures of any and every type and description, independently or with others, including ones in competition with the Company, with no obligation to offer to the Company or Member the right to participate therein. Nothing in the preceding sentence shall in any way eliminate or reduce any obligation of any Person to hold any information or trade secret confidential. The Company may transact business with any Manager, Member, officer, or Affiliate thereof, provided the terms of those transactions are no less favorable than those the Company could obtain from unrelated third parties.

5.9 Duties of Member and Managers. The Member and the Managers shall not be liable to the Company for any act or omission in their respective capacities as Member or as Manager of the Company, even if the act or omission furthers the Member’s or Manager’s own interest. In discharging his or its duties, each of the Member and the Managers shall be fully protected in relying in good faith upon the records required to be maintained under Sections 3.151 and 101.501 of the TBOC and upon such information, opinions, reports, or statements by any of its agents, or by any other Person as to matters the Member or Manager reasonably believes are within such other Person’s professional or expert competence and who or which has been selected with reasonable care by or on behalf of the Company, including (without limitation) information, opinions, reports, or statements as to the value and amount of the assets, liabilities, profits, or losses of the Company or any other facts pertinent to the existence and amount of assets from which distributions to the Member might be properly paid. Any repeal or amendment of this Section, or adoption of any other provision of the Certificate or this Agreement inconsistent with this Section shall be prospective only and shall not adversely affect any limitation on the liability to the Company of the Member or Managers existing at the time of such repeal, amendment, or adoption of an inconsistent provision.

5.10 Limitations of Certificate. The Member shall not cause or permit the Company to take any action that would violate any provision of the Certificate.

5.11 Officers.

(a) Generally. The Managers may, from time to time, designate one or more Persons to be officers of the Company. No officer need be a resident of the State of Texas, a Member, or a Manager. Any officers so designated shall have such authority and perform such duties as provided in this Agreement or as the Managers may, from time to time, otherwise delegate to them. Each officer shall hold office until his successor shall be duly designated and shall qualify or until his death or resignation, or his removal in the manner hereinafter provided. Any number of offices may be held by the same Person. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Managers and shall be reasonable with respect to the services rendered.

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(b) Resignation; Removal. Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Managers. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Any officer may be removed as such, either with or without cause, by the Managers whenever in their judgment the best interests of the Company will be served thereby; provided, however, that such removal shall be without prejudice to the contract rights, if any, of the Person so removed. Designation of an officer shall not of itself create contract rights. Any vacancy occurring in any office of the Company (other than Manager) may be filled by the Managers.

(c) President. The President shall be the chief executive officer of the Company and, subject to the provisions of this Agreement, shall have general supervision of the affairs of the Company and shall have general and active control of all its business. He shall preside, when present, at all meetings of the Managers. He shall see that all orders and resolutions of the Managers and the Member are carried into effect. He shall have general authority to execute bonds, deeds, and contracts in the name of the Company and affix the Company seal thereto; to cause the employment or appointment of such employees and agents of the Company as the proper conduct of operations may require, and to fix their compensation, subject to the provisions of this Agreement; to remove or suspend any employee or agent who shall have been employed or appointed under his authority or under authority of an officer subordinate to him; to suspend for cause, pending final action by the authority which shall have elected or appointed him, any officer subordinate to the President; and, in general, to exercise all the powers and authority usually appertaining to the chief executive officer of a corporation, except as otherwise provided in this Agreement.

(d) Vice Presidents. In the absence of the President or in the event of his inability or refusal to act, the Vice President, if any (or in the event there be more than one, the Vice Presidents in the order designated or, in the absence of any designation, then in the order of their election), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties and have such other powers as the Managers.

(e) Secretary. The Secretary shall attend and record minutes of the proceedings of all meetings of the Managers. He shall file the records of such meetings in one or more books to be kept by him for that purpose. He shall give, or cause to be given, notice of all special meetings of the Managers, and shall perform such other duties as may be prescribed by the Managers or the President, under whose supervision he shall be. He shall have custody of the company seal of the Company (if any) and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Managers may give general authority to any other officer to affix the seal of the Company and to attest the affixing by his signature. The Secretary shall keep and account for all books, documents, papers and records of the Company except those for which some other officer or agent is properly accountable. He shall generally perform all the duties usually appertaining to the office of the secretary of a corporation.

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(f) Assistant Secretaries. In the absence of the Secretary or in the event of his inability or refusal to act, the Assistant Secretary, if any (or, if there be more than one, the Assistant Secretaries in the order designated or, in the absence of any designation, then in the order of their election), shall perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Managers, the President or the Secretary may from time to time prescribe.

(g) Treasurer. The Treasurer, if any, shall have the custody of the Company funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Managers or the President. He shall disburse the funds of the Company as may be ordered by the Managers, taking proper vouchers for such disbursements, and shall render to the President and the Managers, at regular meetings or when the Managers so require, an account of all his transactions as Treasurer and of the financial condition of the Company. The Treasurer shall perform such other duties as may be prescribed by the Managers or the President.

(h) Assistant Treasurers. In the absence of the Treasurer or in the event ofhis inability or refusal to act, the Assistant Treasurer, if one be elected (or, if there shall be more than one, the Assistant Treasurer in the order designated or, in the absence of any designation, then in the order of their election), shall perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Managers, the President or the Treasurer may from time to time prescribe.

(i) Bonding. If required by the Managers, all or certain of the officers shall give the Company a bond, in such form, in such sum and with such surety or sureties as shall be satisfactory to the Managers, for the faithful performance of the duties of their office and for the restoration to the Company, in case of their death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in their possession or under their control belonging to the Company.

5.12 Payment of Expenses and Compensation. The Company shall reimburse the Member for any fees and costs and out-of-pocket expenditures advanced by it relating to the formation and organization of the Company and the preparation of the Certificate, this Agreement, and associated documentation. Thereafter, all reasonable expenditures of the Company and the Member or Managers, with respect to the Member’s or Manager’s duties and obligations contemplated by this Agreement, shall be paid by the Company. The Member and the Managers, or any of them, may be paid compensation for services rendered on behalf of the Company, as determined from time to time by the Member.

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ARTICLE VI

INDEMNIFICATION

6.1 Right to Indemnification. The Company shall indemnify each Person who is or was a Member, Manager, or officer of the Company, both in that Person’s official capacity as a Member, Manager, or officer of the Company and as a Delegate, against any and all liability and expenses that may be incurred by that Person in connection with or resulting from any Proceeding, all to the fullest extent permitted by Chapter 8 of Title 1 of the TBOC. The Company may indemnify each Person who is or was an employee or agent (other than a present or former Member, Manager, officer, or Delegate) of the Company, and each Person who is not or was not an employee or agent of the Company but who is or was serving at the Company’s request as a director, manager, officer, trustee, employee, agent, or similar functionary of another foreign or domestic enterprise (collectively, with the present or former Members, Managers, officers, and Delegates of the Company, such Persons being referred to herein as “Company Functionaries”), against any and all liability and expenses that may be incurred by them in connection with or resulting from any Proceeding, all to the fullest extent permitted by Chapter 8 of Title 1 of the TBOC. The Company shall pay or reimburse, in advance of the final disposition of a Proceeding, to each Person who is or was a Member, Manager, officer, or Delegate of the Company, all reasonable expenses incurred by such Person who was, is, or is threatened to be made a named respondent in a Proceeding to the fullest extent permitted by Section 8.104 of the TBOC. The Company may pay or reimburse, in advance ofthe final disposition of a Proceeding, to each Person who is or was an employee or agent (other than a present or former Member, Manager, officer, or Delegate) of the Company, all reasonable expenses incurred by such Person who was, is, or is threatened to be made a named respondent in a Proceeding to the fullest extent permitted by Section 8.104 of the TBOC. The terms used in this Article VI that are defined in Section 8.001 of the TBOC are used as so defined. The rights provided for in this Article VI shall be in addition to all rights to which any Company Functionary may be entitled under any agreement or determination of the Member or as a matter of law or otherwise.

6.2 Insurance. The Company may purchase or maintain insurance on behalf of any Company Functionary against any liability asserted against him and incurred by him in such a capacity or arising out of his status as a Company Functionary, whether or not the Company would have the power to indemnify him against the liability under the TBOC or this Agreement; provided, however, that if the insurance or other arrangement is with a Person that is not regularly engaged in the business of providing insurance coverage, the insurance or arrangement may provide for payment of a liability with respect to which the Company would not have the power to indemnify the Person only if including coverage for the additional liability has been approved by the Member. Without limiting the power of the Company to procure or maintain any kind of insurance or arrangement, the Company may, for the benefit of Persons indemnified by the Company, (a) create a trust fund, (b) establish any form of self-insurance, including a contract to indemnify, (c) secure its indemnification obligation by grant of any security interest or other lien on the assets of the Company, or (d) establish a letter of credit, guaranty, or surety arrangement. Any such insurance or other arrangement may be procured, maintained, or established within the Company or its Affiliates or with any insurer or other Person deemed

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appropriate by the Member, regardless of whether all or part of the stock or other securities thereof are owned in whole or in part by the Company. In the absence of fraud, the judgment of the Member as to the terms and conditions of such insurance or other arrangement and the identity of the insurer or other Person participating in an arrangement shall be conclusive, and the insurance or arrangement shall not be voidable and shall not subject the Member approving the insurance or arrangement to liability, on any ground, regardless of whether the Member participating in approving such insurance or other arrangement shall be a beneficiary thereof.

6.3 Savings Clause. If this Article VI or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each Person indemnified pursuant to this Article VI as to costs, charges, and expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, to the fullest extent permitted by any applicable portion of this Article VI that shall not have been invalidated and to the fullest extent permitted by applicable law.

ARTICLE VII

TRANSFERS OF MEMBERSHIP INTEREST AND ADMISSION OF MEMBERS

7.1 Disposition. The Member’s Membership Interest is transferable either voluntarily or by operation of law, by sale, assignment, transfer, exchange, mortgage, pledge, grant, hypothecation, or otherwise, whether or not for consideration, absolutely or as security or encumbrance. Upon the transfer of the Member’s Membership Interest, the transferee shall be admitted as a Member upon consent of the transferring Member at the time the transfer is completed.

7.2 Admission of Additional Members. The sole Member may admit additional Members and determine the amount of capital contribution(s) and the percentage interest in the Company to be held by such new Member. Upon admission of any new Member, this Agreement shall be amended as shall be agreed by the original Member and the new Member so admitted, and shall provide (among other things) for allocations and distributions of profits and losses between the Members, voting, and other matters deemed appropriate by the Members.

ARTICLE VIII

TAXES

8.1 Disregard of Entity. Pursuant to Treasury Regulations § 301.7701-2(a), the Company shall be disregarded for federal income tax purposes because it has a single Member, and shall be treated for federal income tax purposes (only) as a branch or division of its Member.

8.2 Tax Returns. The Member shall cause to be prepared and filed any necessary federal and state income tax returns for the Company, including reporting the elections described in Section 8.3.

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8.3 Tax Elections. The Member of the Company shall make any tax election including, without limitation, whether the Company shall adopt a cash or accrual method of accounting.

ARTICLE IX

BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS

9.1 Maintenance of Books. The Managers shall cause the Company to keep books and records of account and shall keep records of the formal resolutions of the Member and the Managers. The books of account for the Company shall be maintained on a cash or accrual basis (as determined by the Member) in accordance with the terms of this Agreement. The calendar year (or such other year as may be determined by the Member from time to time) shall be the accounting year of the Company.

9.2 Accounts. The Managers shall establish and maintain one or more separate financial institution and/or investment accounts and arrangements for Company funds in the Company name and with financial institutions and firms that the Managers may determine. The Managers may not commingle the Company’s funds with the funds of any Manager; however, Company funds may be invested in a manner the same as or similar to the Manager’s investment of their own funds or investments by their Affiliates.

ARTICLE X

WINDING UP AND TERMINATION

10.1 Events to Wind Up. The Company shall wind up on the first to occur of the following:

(a) the election or determination of the Member to do so; or

(b) the entry of a decree of judicial winding up and termination of the Company under Section 11.314 of the TBOC.

10.2 Winding Up and Termination. Upon any event requiring winding up of the Company, the Member shall serve as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the TBOC. The costs of winding up shall be a Company expense. Until final distribution, the liquidator shall continue to operate the Company’s assets, with all of the Member’s authority subject to the provisions of this Agreement. The steps to be accomplished by the liquidator are as follows:

(a) as promptly as possible after an event of winding up and again after completion of the process of winding up, the liquidator shall cause a proper accounting to be made of the Company’s assets, liabilities, and operations through the last day of the calendar month in which the event requiring winding up occurs or the final liquidation is completed, as applicable;

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(b) the liquidator shall cause the notice described in Section 11.052 of the TBOC to be sent to each known claimant against the Company to the extent, and in the manner, described in Section 11.052 of the TBOC;

(c) the liquidator shall pay, satisfy, or discharge from Company funds all of the debts, liabilities, and obligations of the Company (including all expenses incurred in winding up) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); and

(d) all remaining assets of the Company may be sold and, whether or not sold, shall be distributed to the Member.

The distribution of cash and/or other property to a Member in accordance with this Section 10.2 will constitute a complete distribution to the Member with respect to its Membership Interest and the Member’s interest in the Company’s property.

10.3 Certificate of Termination. On completion ofthe winding up and distribution of Company assets as provided herein, the Company is terminated, and the Member (or such other Person or Persons as the TBOC may require or permit) shall file a Certificate of Termination with the Secretary of State of Texas, cancel any other filings made pursuant to Section 2.5, and take such other actions as may be necessary to terminate the Company.

ARTICLE XI

GENERAL PROVISIONS

11.1 Offset. Whenever the Company is to pay any sum to the Member, any amounts that Member owes the Company may be deducted from that sum before payment.

11.2 Entire Agreement. This Agreement constitutes the entire company agreement of the Company, and the entire agreement of the Member regarding the Company’s governance, and supersedes any prior company agreement of the Company, whether oral or written.

11.3 Effect of Waiver or Consent. No waiver of any term or condition of this Agreement or consent to any breach or default hereof shall be enforceable unless it is in writing and signed by the Person against which it is sought to be enforced. A waiver or consent to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute of limitations period has run.

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11.4 Amendments to Agreement or Certificate. This Agreement may be amended or modified from time to time only by the Member. The Certificate may be amended or modified from time to time only by the Member.

11.5 Binding Effect. This Agreement is binding on and inure to the benefit of the Member and its legal representatives, successors, and assigns.

11.6 Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY, AND SHALL BE ENFORCED UNDER AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. In the event of a direct conflict between the provisions of this Agreement and any provision of the Certificate or any mandatory provision of the TBOC, the applicable provision of the Certificate or the TBOC shall control. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law. In the event the TBOC is subsequently amended or interpreted in such a way to make any provision of this Agreement that was formerly invalid valid, such provision shall be considered to be valid from the effective date of such interpretation or amendment.

11.7 Further Assurances. In connection with this Agreement and the transactions contemplated hereby, the Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and those transactions.

11.8 Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company.

IN WITNESS WHEREOF, the Member and the Company have executed this Agreement as of the date first set forth above.

RT FRANCHISE ACQUISITION, LLC
By:	/s/ Scarlett May
Title:	Scarlett May, Vice President & Secretary

	RTTT, LLC
By:	/s/ Nicholas Galanos
Nicholas Galanos, President

EX-3.46

Exhibit 3.46

CERTIFICATE OF AMENDMENT

OF

CKB, INC.

WE, the undersigned President and Secretary of CKB, INC. do hereby certify as follows:

That at a special meeting of said corporation held at the offices of Murphy and Carlisle, Attorneys at Law, 16 East Spring Street, Fayetteville, Arkansas, 72701 on the 3rd day of August, 1998, pursuant to notice thereof as required by law, it was moved, seconded and unanimously passed that the Articles of Incorporation be adopted and amended as follows and that the same be filed with the office of the Secretary of the State of Arkansas as required by law:

FIRST: The name of the corporation shall be: RT ARKANSAS CLUB, INC.

THIRD: This corporation is a mutual-benefit Corporation and the purpose or purposes for which the corporation is organized are:

A. To provide and engage in social, recreational and educational activities;

B. to perform and engage in any and all necessary and incidental acts as may be required from time to time or as may be necessary or proper to carry forth the purposes, activities and intent of this corporation;

C. to conduct and operate a non-profit corporation and private club as contemplated by Ark. Stat. Ann. 4-33-101, et seq., as amended. The Arkansas Non-profit Corporation Act, as amended, and other applicable statutes from which no member shall obtain or receive any pecuniary gain;

D. to conduct and operate a non-profit corporation possessed of any and all other powers and authority granted by the Arkansas Non-profit Corporation Act, as amended, and other applicable statutes.

SEVENTH: The principal office or place of business of this corporation shall be located at 1402 S. Walton Blvd., Bentonville, AR 72712. The address of the principal office or place of business shall be 1402 S. Walton Blvd., Bentonville, AR 72712. The resident agent of this corporation is Derrick Melugin.

IN WITNESS WHEREOF, the President and Secretary have made and subscribed this Certificate of Amendment this 3rd day of August, 1998.

/s/ J. Russell Mothershed

President

/s/ Daniel T. Cronk

Secretary

ACKNOWLEDGMENT

STATE OF TENNESSEE

COUNTY OF BLOUNT              

BE IT REMEMBERED, that on this 3rd day of August, 1998 personally appeared before me, a Notary Public, within and for the State and County aforesaid, JAMES RUSSELL MOTHERSHED and DANIEL T. CRONK, President and Secretary, respectively, of the foregoing corporation, known to me personally to be such, and acknowledged same to be the act and deed of the signers and that the facts therein stated are truly set forth.

GIVEN under my hand and seal of office the day and year aforesaid.

/s/ Danita Janson

NOTARY PUBLIC

My Commission Expires:

January 21, 2001

IN THE CIRCUIT COURT OF WASHINGTON COUNTY, ARKANSAS

IN THE MATTER OF THE INCORPORATION OF CKB, INC.

CIV-80-893’

ORDER APPROVING THE INCORPORATION

OF A NONPROFIT CORPORATION

Now on this 8^th day of August, 1980, comes on for hearing the petition for an order of this court approving the incorporation of the proposed nonprofit corporation, CKB, INC. From said petition, the Articles of Incorporation, representations of counsel and other facts and matters appearing before the Court, the Court finds:

1. That the Articles of Incorporation conform to the law.

2. That the incorporation of CKB, INC. is for a lawful purpose and is in the best interests of the public.

IT IS, THEREFORE, BY THE COURT CONSIDERED, ORDERED AND ADJUDGED that the incorporation of the above named non-profit corporation is hereby approved.

IT IS SO ORDERED.

/s/ Paul Jameson

CIRCUIT JUDGE

ARTICLES OF INCORPORATION

OF

CKB, INC.

WE, THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of Act 176 of the General Assembly of the State of Arkansas of 1963, as Amended, DO HEREBY CERTIFY AS FOLLOWS:

FIRST: The name of this corporation is CKB, INC. SECOND: The period of existence of this corporation is perpetual.

THIRD: The purposes for which this corporation is organized , are as follows, to-wit:

1. To encourage, assist, and carryon basic scientific research in the culinary arts.

2. To foster high standards in research and education.

3. To collect, disseminate, and generate financial support for meritorious research and educational activities particularly relating to culinary activities.

4. To engage generally in any causes or objects similar to the above mentioned, in order to promote research and education.

5. To conduct a nonprofit corporation from which no member shall obtain or receive any pecuniary gain.

FOURTH: The corporation shall issue no capital stock, and shall be composed of and controlled by members rather than stockholders.

FIFTH: The corporation shall be a nonprofit corporation for the general benefit of the public, but the private property of its members shall never be liable for its corporate debts.

SIXTH: The powers of the corporation shall be as follows:

1. To have perpetual succession by its corporation name.

2. To sue and be sued, complain and defend, in its corporate name.

3. To purchase, take, receive, lease, take by gift, devise or bequest,, or otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property, or any interest therein wherever situated.

4. To sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise deal in and with real or personal property, or any interest therein, and otherwise dispose of all or any part of its property and assets.

5. To make contracts and incur liabilities; borrow money; issue its notes, bonds and other obligations; and secure any of its obligations by mortgage or pledge of all or any of its property franchises and income.

6. To manage its internal affairs in any desired manner so long as the provisions of laws are not violated.

7. To do any and all things necessary, convenient, useful or incidental to the attainment of its purpose as fully and to the same extent as natural persons lawfully might or could do so long as consistent with the provisions of this act.

SEVENTH: The principal place of business of this corporation shall be 521 W. Ash St., Fayetteville, Arkansas, and the resident agent for service for the corporation at such address is Carlon Bassett.

EIGHTH: The number of members of the Board of Directors shall be set by the By-Laws, and their terms of office shall be for one year, or until their successors have been elected.

NINTH: Upon the dissolution of the corporation, the board of trustees shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such charitable, educational, religious, literary or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c)(3) of the Internal Revenue Code of 1954 (26 U.S.C. §501(c)(3)), or the corresponding provision of any future United States Internal Revenue Law, as the board of trustees shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

TENTH: The corporation shall not engage in any activities not in furtherance of the purposes herein established.

ELEVENTH: The corporation shall not engage in any activities or be operated in such manner as to cause it to become a private foundation within the meaning of the Internal Revenue Code of 1954 as Amended.

TWELFTH: Carlon Bassett, 2554 Stanton Ave., Fayetteville, Arkansas, and Richard L. Miller, P.O. Box 205, Fayetteville, Arkansas, shall constitute the initial board of directors of the corporation herein.

THIRTEENTH: The incorporators herein are Carlon Bassett and Richard L. Miller, who also make up the initial board of directors as set out above.

IN WITNESS WHEREOF, we have hereunto set our hands this 4th day of August, 1980.

/s/ Carlon Bassett

/s/ Richard L. Miller

VERIFICATION

I, Carlon Bassett, an incorporator in the above articles of incorporation, state that the facts outlined above are true and correct to the best of my knowledge and belief.

SWORN to by me this 4^th day of August, 1980.

/s/ Carlon Bassett

Carlon Bassett

STATE OF ARKANSAS

COUNTY OF WASHINGTON

SUBSCRIBED and sworn to before me, the undersigned Notary Public on this 4^th day of August, 1980.

/s/ F.H. Martin, Jr.

Notary Public

My Commission Expires: 8-25-80

EX-3.47

Exhibit 3.47

BY-LAWS

OF

RT ARKANSAS CLUB, INC.

ARTICLE ONE

OFFICES

The principal office of the corporation shall be located at 1402 S. Walton Blvd., Bentonville, Arkansas 72712. The corporation may have such other offices, either within or without the State of Arkansas, as the Board of Directors may determine from time to time.

ARTICLE TWO

MEMBERS

SECTION 1. Classes of Members: The members of the corporation shall be one class and shall be allowed one vote each as hereinbelow set forth. The qualifications for membership shall be stated hereinafter.

SECTION 2. Election of Members: Any person interested in becoming a member of the corporation shall submit a written and signed application, on a form approved by the Board of Directors, to the Secretary of the Corporation. Such application shall be accompanied by the written sponsorship of one member in good standing or one member of the Board of Directors. Applicants whose applications are so approved shall become members of the corporation on payment of the required initiation fee and dues.

As soon as the Membership Committee shall have formed, as provided hereinafter, all applications for membership shall be submitted to the Membership Committee, duly considered by the Committee. On approval of his/her application by the Membership Committee and payment of the required initiation fee and dues, the applicant shall become a member of the corporation.

Any applicant who has been disapproved by the Membership Committee or any sponsor of such applicant, shall have the privilege of review by the membership at large, according to such procedure as may be fixed by the Board of Directors.

SECTION 3. Voting Rights: Each member in good standing shall be entitled to one vote on each matter submitted to a vote of the members.

SECTION 4. Termination of Membership: The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel a member for cause after an appropriate hearing, and, by a majority vote of those present at any regularly constituted meeting, may terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed hereinafter.

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SECTION 5. Resignation: Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.

SECTION 6. Reinstatement: On written request signed by a former member and filed with the Secretary, the Board of Directors, by the affirmative vote of two-thirds of the members of the Board, may reinstate such former terms as the Board of Directors may deem appropriate.

SECTION 7. Transfer of Membership: Membership in this corporation is not transferable or assignable.

ARTICLE THREE

MEETING OF MEMBERS

SECTION 1. Annual Meeting: An annual meeting of the members shall be held at the principal office of the corporation on the FIRST MONDAY in the month of August in each year, beginning with the year 1998, at the hour of seven o’clock (7:00) p.m. for the purpose of electing directors and for the transaction of such other business as

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may come before the meeting. If the day fixed for the annual meeting is a legal holiday in the state of Arkansas, such meeting shall be held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as is convenient.

SECTION 2. Special Meetings: Special meetings of the members may be called by the President, the Board of Directors, or not less than one-tenth of the members having voting rights, at a place designated by the Board of Directors. If no designation is made, the place of meeting shall be the principal office of the corporation in the State of Arkansas.

SECTION 3. Notice of Meetings: Written or printed notice stating the place, day, and hour of any meeting of members shall be posted at the main entrance to the corporate office or meeting place in a conspicuous place, not less than five (5) nor more than ten (10) days before the date of such meeting, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these by-laws, the purpose or

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purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United states mail, addressed to the member at his/her address as it appears on the records of the corporation with postage thereon prepaid.

SECTION 4. Informal Action by Members: Any action required by law to be taken at a meeting of the members, or any action that may be taken at a meeting of the members, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members entitled to vote with the respect to the subject matter thereof.

SECTION 5. Quorum: A quorum shall consist of at least ten members eligible to cast votes at any regular or special meeting of the corporation. If a quorum is not present at any meeting of the membership, a majority of the members present may adjourn the meeting.

SECTION 6. Proxies: All voting by the club membership or any committee or sub-committee of the club shall be by the individual member in person or by mailed ballot. NO proxy vote shall be allowed.

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SECTION 7. Voting by Mail: Where directors or officers are to be elected by members of any class or classes of members, such election may be conducted by mail in such manner as the Board of Directors shall determine.

ARTICLE FOUR

BOARD OF DIRECTORS

SECTION 1. General Powers: The affairs of the corporation shall be managed by its Board of Directors.

SECTION 2. Number, Tenure, and Qualifications: The number of directors shall be three. Directors shall be elected at the annual meeting of members and the term of office of each director shall be until the next annual meeting of the members and the election and qualification of his/her successor.

SECTION 3. Regular Meetings: A regular meeting of the Board of Directors shall be held without any other notice than this by-law immediately after, and at the same place, as the annual meeting of members. The Board of Directors may provide, by resolution, the time and place for holding additional regular meetings without other notice than such resolution. Additional regular meetings shall be held at the principal office of the corporation in the absence of any designation in the resolution.

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SECTION 4. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the president or any two directors, and shall be held at the principal office of the corporation or at such other place as the directors may determine.

SECTION 5. Notice: Notice of any special meeting of the Board of Directors shall be given at least two days previously thereto by written notice delivered personally or sent by mail or telegram to each director at his/her address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when it is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.

SECTION 6. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the directors present the meeting may be adjourned from time to time without further notice.

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SECTION 8. Vacancies: Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors shall be filled by the Board of Directors. A director appointed to fill a vacancy shall serve for the unexpired term of his/her predecessor in office.

SECTION 9. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at any regular or special meeting of the Board. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE FIVE

OFFICERS

SECTION 1. Officers: The officers of the corporation shall be a president, one or more vice-presidents (the number thereof may be determined by the Board of Directors), a secretary, a treasurer, and such other officers as may be elected in accordance with the provisions of this article.

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The Board of Directors may elect or appoint such other officers, including one or more assistant treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person.

SECTION 2. Election and Term of Office: The officers of corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his/her successor has been duly elected and qualifies.

SECTION 3. Removal: Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officers so removed.

SECTION 4. Vacancies: A vacancy in any office because of death, resignation, removal disqualification, or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

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SECTION 5. Powers and Duties: The several officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the Board of Directors. In the absence of such specifications, each officer shall have the powers and authority and shall perform and discharge the duties of officers of the same title serving in non-profit corporation having the same or similar general purposes and objectives as this corporation.

ARTICLE SIX

COMMITTEES

SECTION 1. Committees of Directors: The Board of Directors by resolution adopted by majority of the directors in office, may designate one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation, but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed on it/him/her by law.

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SECTION 2. Membership Committee: At the first meeting of the Board of Directors, or such special meeting of the Board of Directors as may be called for the purpose, the Board shall elect from the membership no fewer than three nor more than five persons who shall constitute the Membership Committee. Of the committee members first elected, one shall serve for one year, one shall serve for two years, and one shall serve for three years. At annual meetings of the members thereafter, the member shall be elected to the committee for one-year terms to fill the terms as they expire. Any vacancy occurring in the committee by death, resignation, withdrawal from membership or otherwise shall be filled by majority vote of all the remaining members of the committee. Any person so elected shall serve for the remainder of the term of his/her predecessor.

The committee, when formed, shall organize itself, shall elect from its members a chairman and a secretary and shall perform the functions and discharge the duties, concerning the consideration, approval, and election of new members, as are given to the committee elsewhere in these by-laws, or by resolution of the Board of Directors, or by resolution of the members.

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SECTION 3. Other Committees: Other committees not having and exercising the authority of the Board of Directors in the management of the corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interest of the corporation shall be served by such removal.

ARTICLE SEVEN

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

SECTION 1. Contracts: The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or may be confined to specific instances.

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SECTION 2. Checks, Drafts, or Orders: All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents, of the corporation, and in such manner as shall from time to time be determined by resolution of the Board of Directors, such instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the president or vice-president of the corporation.

SECTION 3. Deposits: All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositaries as the Board of Directors may select.

SECTION 4. Gifts: The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for any purpose of the corporation.

ARTICLE EIGHT

CERTIFICATES OF MEMBERSHIP

SECTION 1. Certificates of Membership: The Board of Directors shall provide for the issuance of certificates evidencing membership in the corporation, which certificates shall be in such form as may be determined by the Board. Such certificates shall be signed by the president or

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vice-president and by the secretary or an assistant secretary and shall be sealed with the seal of the corporation. All certificates evidencing membership of any class shall be consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the corporation. If any certificate is lost, mutilated, or destroyed, a new certificate may be issued on such terms and conditions as the Board of Directors may determine.

SECTION 2. Issuance of Certificates: When a member has been elected to membership and has paid any initiation fees and dues that may then be required, a certificate of membership shall be issued in his/her name and delivered to him/her by the secretary.

ARTICLE NINE

BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, committees, having and exercising any of the authority of the Board of Directors and the membership committee, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member or his/her agent or attorney for any proper purpose at any reasonable time.

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ARTICLE TEN

FISCAL YEAR

The fiscal year of the corporation shall be January through December.

ARTICLE ELEVEN

DUES

SECTION 1. Annual Dues: The Board of Directors shall determine from time to time the amount of initiation fee, if any, and annual dues payable to the corporation by members of each class, and shall give appropriate notice to the members.

SECTION 2. Default and Termination of Membership: When any member of any class is in default in the payment of dues for a period of two months from the beginning of the period for which such dues become payable, his/her membership may thereupon be terminated by the Board of Directors as provided hereinabove.

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ARTICLE TWELVE

WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of Arkansas Law or the Articles of Incorporation or the by-laws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated herein, shall be deemed equivalent to the the giving of such notice.

ARTICLE THIRTEEN

AMENDMENT OF BY-LAWS

These by-laws may be altered, amended, or repealed, and new by-laws may be adopted by a majority of the Board of Directors at any regular meeting or at any special meeting.

Daniel T. Cronk

SECRETARY

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EX-3.48

Exhibit 3.48

ARTICLES OF INCORPORATION

OF

RT JONESBORO CLUB

(As Amended and Restated)

The undersigned, in order to form a nonprofit corporation for the purposes hereinafter stated, under and pursuant to the provisions of the laws of the State of Arkansas, particularly the Arkansas Nonprofit Corporation Act of 1993 (the “Act”), Chapter 33 of Title 4 of the Arkansas Code of 1987 Annotated, does hereby certify as follows:

1. Name. The name of this corporation shall be “RT JONESBORO CLUB” (the “Corporation”).

2. Mutual Benefit Corporation. This Corporation is a mutual benefit corporation.

3. Duration. Unless otherwise provided for herein or in the bylaws, the period of existence of the Corporation shall be perpetual.

4. Purposes. This Corporation is organized as a nonprofit corporation exclusively to establish and maintain a social club, support local 501(c)(3) entities and support and conduct recreational, benevolent and community hospitality activities in and around Jonesboro, Arkansas and conduct all activities related thereto not prohibited by law.

5. Powers. The Corporation shall have and exercise all powers, privileges and rights conferred on corporations by the laws of the State of Arkansas and all powers and rights incidental to carrying out the purposes for which this Corporation is formed, except such as are inconsistent with the express provisions of the Act under which this Corporation is incorporated. The enumeration of the foregoing purposes shall not be held to limit or restrict in any manner the general powers conferred on this Corporation by the laws of the State of Arkansas.

6. Prohibitions. Notwithstanding any other provision of these articles to the contrary, the following restrictions and limitations shall apply to comply with the requirements imposed by §501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”):

(a) No part of the net earnings of the Corporation shall inure to the benefit of any director or officer of the Corporation; provided, however, reasonable compensation may be paid for services rendered to or for the Corporation, effecting one or more of its purposes.

(b) The Corporation shall not carryon any activities not permitted to be carried on by a corporation exempt from federal income tax under § 501 (c )(3) of the Code.

7. Dissolution, Liquidation, and Termination. Because this Corporation is intended to have perpetual existence, it is not anticipated that the Corporation will be dissolved. However, in the event the Corporation should ever be dissolved pursuant to Ark. Code Ann. § 4-33-1401, et seq., then upon the dissolution of the Corporation, the board of directors shall, after paying or making provision for the payment of all liabilities of the Corporation, dispose of all assets of the Corporation exclusively to the members, or if there are no members, to those persons or entities whom the Corporation holds itself out as benefitting or serving. Any of such assets not so disposed of shall be disposed of by the chancery court of the county in which the principal office of the Corporation is located exclusively to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

8. Principal Office. The principal office or place of business of this Corporation shall be located at 2915 Kazi Street, Jonesboro, Arkansas 72401.

9. Registered Agent. The name and address of the registered agent of this Corporation: Corporation Company, 425 W. Capitol Avenue, Suite 1700, Little Rock, Arkansas 72201.

10. No Stock or Dividends. The Corporation shall not have or issue shares of stock, no dividends shall be paid, and no part of the income of the Corporation shall be distributed to its members, directors, or officers. The Corporation may pay reasonable compensation to its members, directors and officers. The Corporation may make reimbursement to its members, directors, officers and employees for expenses insured in attending to their authorized duties. All such expenses shall be evidenced by receipt or other proper documentation.

11. Membership. The Corporation shall have members, and the classes of membership shall be as provided in the bylaws.

12. Directors. The business of the Corporation shall be conducted by a board of directors. The number of directors of the Corporation shall be provided in the bylaws; provided, however, at no time shall the number of directors be less than three (3). The terms of office of the directors shall be provided in the bylaws. The current board of directors and their terms of office are as follows:

Name	Term
John D. Bruton	3 years
2387 Alcey Way
Nixa, Missouri 65714
Russell L. Spencer	3 years
615 N. Althea
Nixa, Missouri 65714
Melissa Jackson	3 years
1202 SW 12th Street
Atkins, Arkansas 72823

The board of directors shall have the direction of the affairs of this Corporation and shall meet as soon as is practicable after the issuance of the certificate of incorporation by the secretary of state for the purposes of electing officers, adopting bylaws and taking such other action as may be necessary to perfect the organization of the Corporation. Thereafter, bylaws may be amended and officers elected as provided in the bylaws. The directors shall be permitted to hold office for more than one term by reelection.

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13. Amendments. These articles may be amended by the board of directors of the Corporation. Unless notice is waived, the Corporation shall provide seven (7) days written notice of any meeting of the board of directors at which a vote is to be taken on an amendment. The notice must state that a purpose of the meeting is to consider a proposed amendment to the articles, and the notice must contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.

IN WITNESS WHEREOF, the incorporator has hereunto signed these amended and restated articles this 11th day of July, 2007.

s/ John D. Bruton

John D. Bruton

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EX-3.49

Exhibit 3.49

BYLAWS

OF

RT JONESBORO CLUB

(As Amended and Restated)

ARTICLE I. OFFICES

The principal office of RT JONESBORO CLUB (the “Corporation”) in the State of Arkansas shall be located in the City of Jonesboro, County of Craighead. The Corporation may have such other offices, either within or without the State of Arkansas, as the board of directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II. MEMBERS

SECTION 1. Annual Meeting. The annual meeting of the members shall be held on the second Monday in the month of April at the hour of 10:00 a.m., for the transaction of such business as may properly come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Arkansas, such meeting shall be held on the next succeeding business day.

SECTION 2. Organization. Meetings of members shall be presided over by the president of the board of directors, or in his absence by a vice president, or in the absence of the foregoing persons by a presiding officer designated by the board of directors. The secretary shall act as secretary of the meeting, but in the absence of the secretary, then the presiding officer of the meeting may appoint any person to act as secretary of the meeting.

SECTION 3. Membership Class/Membership Fees. The Corporation shall have one class of members. Each member shall be charged an annual membership fee of five dollars ($5.00) unless otherwise determined by resolution of the board of directors. Membership may be approved by any representative of the Corporation designated by the board of directors.

ARTICLE III. BOARD OF DIRECTORS

SECTION 1. General Powers. The affairs, activities and operation of the Corporation shall be managed solely by its board of directors.

SECTION 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be three (3). The directors shall be elected by the board of directors at its annual meeting. Each director shall hold office for a term of three (3) years; provided however, if the articles of incorporation of the Corporation provide for the staggering of terms of the board of directors, the directors shall serve initial terms of the duration set forth in the articles of incorporation. Directors may serve one or more subsequent terms by reelection.

SECTION 3. Regular Meetings. A regular meeting of the board of directors shall be held without other notice than this bylaw, and shall be held on the first Monday in the month of April at the hour of 10:00 a.m., for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for a regular meeting shall be a legal holiday in the State of Arkansas, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any such meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the directors as soon thereafter as conveniently may be.

SECTION 4. Special Meetings. Special meetings of the board of directors may be called by or at the request of any director or the president. The person or persons authorized to call special meetings of the board of directors may fix the place for holding any special meeting of the board of directors called by such person or persons.

SECTION 5. Notice. Notice of any special meeting shall be given at least two (2) days previously thereto by written notice delivered personally or mailed to each director at his business address, or by facsimile transmission. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by facsimile transmission, such notice shall be deemed to be delivered upon transmission. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 6. Quorum. A majority of the number of directors specified in Section 2 of this Article shall constitute a quorum for the transaction of business at any meeting of the board of directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

SECTION 7. Manner of Acting. The affirmative vote of a majority of the directors present at a meeting when a quorum is present shall be the act of the board of directors.

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SECTION 8. Action Without A Meeting. Any action required or permitted to be taken at a meeting of the board of directors may be taken without a meeting if the action is taken by all members of the board of directors. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken. Any action taken under this Section 8 shall be effective when the last director has signed the consent, unless the consent specifies a different effective date, which effective date shall control. A consent delivered by facsimile transmission shall constitute a valid signed consent. A consent signed under this Section 8 has the effect of a meeting vote and may be described as such in any document.

SECTION 9. Telephonic Meetings Permitted. Members of the board of directors, or any committee designated by the board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

SECTION 10. Removal of Directors. A director may be removed with or without cause by the vote of a majority of the directors present at a meeting which is called for the purpose of removing a director and for which the meeting notice states that the purpose, or one of the purposes, of the meeting is removal of a director.

SECTION 11. Vacancies. Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired term of such director’s predecessor in office or until the selection, nomination and confirmation of a successor director in accordance with these bylaws, whichever occurs first. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the board of directors for a term of office continuing only until the next election by the directors.

SECTION 12. President and Vice President of the Board. The President of the board of directors shall preside at all meetings thereof, and in the President’s absence the Vice President shall preside.

ARTICLE IV. OFFICERS

SECTION 1. Number. The officers of the Corporation may be a president, a VIce president, a secretary and a treasurer, each of whom shall be elected by the directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the board of directors.

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SECTION 2. Election and Term of Office. The officers of the Corporation shall be elected annually by the directors at the annual meeting of directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until the officer’s death, resignation, or removal in the manner hereinafter provided.

SECTION 3. Removal. Any officer or agent may be removed by the board of directors whenever in its judgment the best interests of the Corporation will be served thereby.

SECTION 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.

SECTION 5. President. The president may be a director and shall be the principal executive officer of the Corporation, subject to the control of the board of directors, shall in general supervise and control all of the business and affairs of the Corporation. The president may sign, with the secretary or any other proper officer of the Corporation thereunto authorized by the board of directors, any deeds, mortgages, bonds, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed, and the president shall in general perform all duties as may be prescribed by the board of directors from time to time.

SECTION 6. Vice President. In the absence of the president or in event of the president’s death, inability or refusal to act, the vice president shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice president shall perform such other duties as from time to time may be assigned to the vice president by the president or by the board of directors.

SECTION 7. Secretary. The secretary shall: (a) keep the minutes of the proceedings of the directors and of the board of directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the board of directors.

SECTION 8. Treasurer. The treasurer shall: (a) have charge and custody of and be responsible for all funds of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name

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of the Corporation in such banks, trust companies or other depositories as shall be selected by the board of directors; (c) provide a report on the financial condition of the corporation at the annual meeting of the directors and at such other times as may be requested by the board of directors; and (d) in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the board of directors. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the board of directors shall determine.

ARTICLE V. COMMITTEES

SECTION 1. Establishment. The board of directors from time to time may establish, instruct, and discharge one or more committees of the board. A committee may be established either as a standing committee or as an ad hoc committee for a special purpose. Each committee established by the board of directors shall consist of two or more directors each of whom shall serve at the direction of the board of directors. The creation of each committee and the appointment of members shall be approved by the board of directors acting in any manner permitted under these bylaws.

SECTION 2. Powers. The board of directors may delegate such of its powers as it deems necessary to such committees as it may from time to time establish; provided however, a committee of the board may not (i) approve the dissolution, merger or the sale, pledge or transfer of all or substantially all of the Corporations assets; (ii) elect, appoint or remove directors or fill vacancies on the board or any of its committees; or (iii) adopt, amend or repeal the articles or bylaws. Any committee may exercise such of the board’s authority as the committee is granted by the board of directors, subject to the restrictions contained in the articles of incorporation or these bylaws.

SECTION 3. Meetings and Action. The provisions of Article of these bylaws shall apply to govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of each committee and its members. Pursuant to those provisions, the chair of each committee shall fix the time and place of its meetings, shall provide for the recording of minutes of committee meetings, and shall promptly report the committee’s actions and recommendations to the board of directors. If the committee chair is unable or otherwise fails to perform those duties, the chairman of the board of directors may take such actions as are necessary to ensure that the committee’s responsibilities are fulfilled, including without limitation the replacement of the committee chair.

SECTION 4. Executive Committee. There may be a standing committee to be known as the “Executive Committee.” The members of the committee shall consist of the president of the Corporation and other members appointed by the board of directors of the Corporation. The

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Executive Committee may exercise the powers of the board of directors in the management of the business and affairs of the Corporation as allowed under the Arkansas Nonprofit Corporation Act of 1993. The Executive Committee shall maintain regular minutes of their proceedings and report the same to the board of directors at each regular meeting of the board.

ARTICLE VI. INDEMNIFICATION OF DIRECTORS AND OFFICERS

SECTION 1. Mandatory Indemnification. In accordance with Ark. Code Ann. §§ 4-33-852 and 4-33-856, the Corporation shall indemnify any director or officer and such person’s estate or personal representative who is wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director or officer is a party by virtue of such person’s status as a director or officer of the Corporation.

SECTION 2. Permissible Indemnification. Pursuant to Ark. Code Ann. § 4-33-851, and except as provided in Section 3 below, the Corporation may indemnify a director or officer made a party to a proceeding by virtue of such person’s status as a director or officer, against liability incurred in the proceeding if the following conditions are met: (1) the director or officer conducted himself or herself in good faith; (2) with respect to conduct in his or her official capacity, the director or officer had reason to believe that his or her conduct was in the best interests of the Corporation; and (3) in cases of conduct not in his or her official capacity, the director or officer had reason to believe that his or her conduct was at least not opposed to the best interests of the Corporation.

SECTION 3. Prohibition of Indemnification in Certain Cases. The Corporation shall not indemnify a director or officer in connection with any proceeding by or in the right of the Corporation in which the director or officer was adjudged liable to the Corporation, or in connection with any other proceeding charging improper personal benefit to the director or officer, whether or not involving action in his or her official capacity, in which the director or officer was adjudged liable on the basis that personal benefit was improperly received by the director or officer.

SECTION 4. Procedure for Authorizing Indemnification of directors. Before the Corporation may indemnify any director pursuant to Section 2 above, a determination must be made that indemnification of a director is permissible because the director has met the standards of conduct set forth in Section 2 of this Article. The board of directors shall make that determination by a majority vote of a quorum consisting of directors who are not at the time parties to the proceeding; provided however, that if such a quorum cannot be obtained, then the determination shall be made either by a committee designated by the board of directors or by special legal counsel in accordance with Ark. Code Ann. § 4-33-855(b)(2) and (3). Furthermore, the Corporation may not indemnify a director until twenty (20) days after the effective date of

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the written notice of the proposed indemnification to the Attorney General of the State of Arkansas. The Corporation may pay for or reimburse the reasonable expenses incurred by a director or officer who is a party to a proceeding in advance of final disposition of the proceeding upon authorization made in accordance with Ark. Code Ann. § 4-33-855 and upon satisfaction of all the conditions prescribed in Ark. Code Ann. § 4-33-853.

SECTION 5. Insurance. The Corporation may purchase and maintain insurance on behalf of its directors and officers to insure against liabilities asserted against or incurred by the Corporation’s directors and officers in that capacity or arising from their status as directors and officers, whether or not the Corporation would have the power to indemnify them against the same liability under the preceding sections of this Article.

SECTION 6. Definitions. The following definitions apply to the indemnification provisions of this Article:

(a) Proceeding. “Proceeding” means any threatened, pending or completed civil action, suit or proceeding, whether judicial, administrative, or investigative, and whether formal or informal.

(b) Liability. “Liability” means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses actually incurred with respect to a proceeding.

(c) Expenses. Indemnification against expenses which is mandated or permitted under this Article is limited to reasonable expenses, including attorneys’ fees, incurred in connection with a proceeding.

(d) Ark. Code Ann. All citations in these bylaws to “Ark. Code Ann.” shall refer to the Arkansas Code of 1987 Annotated, as amended from time to time by the Arkansas Legislature.

ARTICLE VII. CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. Contracts. The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

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SECTION 2. Loans. No loans shall be made by the Corporation to its directors or officers. Any directors who vote for or assent to the making of a loan to a director or officer, and any officer or officers participating in the making of such loan, shall be jointly and severally liable to the Corporation for the amount of such loan until repayment thereof in accordance with the provisions of the Arkansas Nonprofit Corporation Act of 1993. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.

SECTION 3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the board of directors.

SECTION 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the board of directors may select.

ARTICLE VIII. FISCAL YEAR

The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.

ARTICLE IX. DIVIDENDS PROHIBITED

The Corporation shall not have or issue shares of stock, and no dividend shall be paid and no part of the income of the Corporation shall be distributed to its directors or officers. The Corporation may pay compensation in a reasonable amount to its directors or officers for services rendered, and may reimburse its directors, officers and employees for expenses incurred in attending to their authorized duties; provided however, such expenses shall be evidenced by receipt or other proper document.

ARTICLE X. AMENDMENTS

These bylaws may be altered, amended or repealed and new bylaws may be adopted by the board of directors at any regular or special meeting of the board of directors; provided however, unless the amendments are unanimously adopted by action without a meeting pursuant to provisions hereunder hereof or unless notice is waived, the Corporation shall provide seven (7) days written notice to the directors that the amendment will be voted upon at the meeting, and the notice must state that the purpose, or one of the purposes, of the meeting is to consider the

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proposed amendment of the bylaws, and the notice shall also contain or be accompanied by a copy or a summary of the amendment or state the general nature of the amendment. Any amendment must be approved by a majority of the directors in office at the time the amendment is adopted.

CERTIFICATE

I, the undersigned, hereby state and certify that the foregoing is a true, correct and conformed copy of the amended and restated bylaws of RT JONESBORO CLUB duly adopted by the board of directors of said organization on the 10th day of July, 2007, and that the same have not been altered, modified, amended or repealed in any respect and remain in full force and effect on this date.

s/ Melissa J. Jackson

Secretary

EX-3.50

Exhibit 3.50

CERTIFICATE OF AMENDMENT OF A NON-PROFIT

GOLD-RUSH SOCIAL CLUB, INC., a corporation duly organized, created and existing under and by virtue of the laws of the State of Arkansas, by its Presiding Director or Officer, DOES HEREBY CERTIFY:

At a meeting of the membership (or incorporators or board of directors) which was held on April 24, 2007, in the City of Little Rock, the Articles of Incorporation of this corporation were amended to read as follows:

Article 1:	The name of the nonprofit corporation is Ruby Tuesday of Conway, Inc.
Article 3:	The street address of the registered office for the nonprofit corporation is 2400 Sanders Road, Conway, Arkansas and the name of the nonprofit corporation’s registered agent at such address is John Bruton.
Article 7:	(See attached sheet)

Circle I, II, or III below, whichever is applicable, and attach appropriate statement.

If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators;

II If approval by members was required:

(a) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and the number of votes of each class indisputably voting on the amendment; and

(b) either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and is required pursuant to § 4-33-1030, a statement that the a statement that the number cast for the amendment by each class was sufficient for approval by that class.

III If approval of the amendment by some person or persons other than the members, the Board or incorporators is required pursuant to §4-33-1030, a statement that the approval was obtained.

/s/ Damon C. Singleton

Damon C. Singleton

Presiding Director

Date: April 24, 2007

Fee: $50.00 NPD-Z/Rev. 2103

ARTICLE 7: This nonprofit corporation is a mutual benefit corporation. The nature of the business of the nonprofit corporation and the objects or purposes proposed to be transacted, promoted or carried on by it are as follows:

To provide for the social well-being and benefit of its members; to provide facilities, both real and personal, to be used in the promotion of the charitable and nonprofit purposes of the nonprofit corporation; to establish and maintain a private social club for the use of club members and their guests conducted for recreational, social, patriotic, benevolent, community hospitality, professional association, entertainment or other mutual nonprofit and charitable purposes to the full extent authorized by Arkansas ( law; to apply for and obtain any state or local licenses necessary to operate a social club with food and alcoholic beverage service, if so desired by the membership; to purchase or lease land, buildings or personal property to be used for the purpose of promoting or pursuing any purposes as stated herein; to pursue any other charitable and nonprofit purposes and objectives and to conduct any and all other desirable activities not prohibited by law.

ATTACHMENT TO NONPROFIT CORPORATION AMENDMENT FOR GOLD-RUSH SOCIAL CLUB, INC.

I, Damon C. Singleton, certify that I am the President and Board Member of Gold-Rush Social Club, Inc. Approval of the membership of the nonprofit corporation was not required to adopt the preceding amendments to the nonprofit corporation’s articles of incorporation. The amendments were approved by the required vote of the Board of Directors.

GOLD-RUSH SOCIAL CLUB, INC.

/s/ Damon C. Singleton

Damon C. Singleton, President

ARTICLES OF INCORPORATION

GOLD-RUSH SOCIAL CLUB, INC.

We, the undersigned, in order to form a nonprofit corporation for the purposes hereinafter stated, under and pursuant to Section 4-33 -101 et. seq. Arkansas Code Annotated otherwise known as the Arkansas Nonprofit Corporation Act of 1993, do hereby certify as follows:

Article 1: The name of the corporation is: Gold-Rush Social Club, Inc.

Article 2: This corporation is a mutual benefit corporation.

Article 3: The street address of the corporation’s initial registered office is 10800 Financial Parkway, Little Rock, Arkansas 72211 and the name of the corporation’s (initial registered agent at that address is Damon C. Singleton.

Article 4: The name and address of each incorporator is as follows:

Name	Address
Damon C. Singleton	13811 Abinger Ct., Little Rock, AR 72212

Article 5: The corporation will have members.

Article 6: Upon dissolution, all assets of the corporation will be used to pay all valid corporate debts existing as of such date. Any remaining cash will be divided equally between each member of the corporation, as of such date, and any remaining assets of the corporation will be sold at a public sale and the proceeds divided equally between such members.

Article 7: The purpose or purposes for which the corporation is organized shall be to stimulate, foster and support the appreciation of the history, culture and traditions of the early American settlers; to establish and maintain a social club; to purchase or lease land or buildings for the purpose of promoting or pursuing any purpose as stated herein; to conduct any and all other desirable activities not prohibited by law.

Article 8: The officers of the corporation shall consist of a president, vice president and secretary-treasurer. In addition to the above, the officers of the corporation may consist of such other officers and assistant officers as may be deemed necessary, who shall be elected or appointed in a manner as prescribed in these articles and/or the by laws of the corporation. The officers of the corporation shall serve for a term of three (3) years.

Article 9: The corporation shall not have or issue shares of stock. No dividends shall be paid and no part of the income of the corporation shall be distributed to its members, directors or officers. The corporation may pay compensation in a reasonable amount to its members, directors or officers for services rendered, may confer benefits within its purposes, and may make reimbursement to its members, directors, officers or employees for expenses incurred in attending to their authorized duties. All such expenses will be evidenced by receipt or other proper document.

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Article 10: The corporation shall have one (l) class of members and a membership fee shall be collected in an amount set in the by-laws of the corporation, and serially numbered certificates evidencing such membership fee shall be issued. The records of the corporation shall clearly indicate the amount of the fee collected for each serially numbered certificate of membership.

IN WITNESS WHEREOF, the undersigned, being the incorporator of this nonprofit corporation, execute these Articles of Incorporation and certify that the statements, matters and things set forth hereinabove are true, this 8th day of January, 2004.

/s/ Damon C. Singleton

Damon C. Singleton, Incorporator

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EX-3.51

Exhibit 3.51

BYLAWS

OF

RUBY TUESDAY OF CONWAY, INC.

ARTICLE I

MEMBERSHIP

1. All persons who hold a membership in Ruby Tuesday of Conway, Inc. in good standing, shall be entitled to one vote in person upon all matters properly before a membership meeting, including the election of Directors. The records of the club shall be conclusive as to the right of any person to vote as a member. Each vote by a member of the club shall be equal in weight to that of any other voting member of the club and voting by proxy shall not be allowed.

2. No action taken at any meeting of the membership of the club shall be valid unless pursuant to reasonable notice mailed by first class mail to each member of the club notifying said member of the date, time and location of the meeting and the subject or subjects to be considered at such meeting. No subject shall be considered at any meeting which is not included in such notice. In addition, such notice shall be posted for a reasonable time prior to the meeting at a location on the premises conspicuous to the member using said premises.

3. No person shall be considered a member of the club unless such person has made application therefor and been elected to membership as provided herein. No person shall be admitted to membership in the club who is not above the age of twenty-one (21)

years and willing to be bound by the by-laws, rules and regulations of the nonprofit corporation, its officers and committees. Membership dues shall be $5.00 per year or as otherwise established by vote of the Board of Directors.

4. The club shall have a membership committee composed of three members of the club who shall have the authority to approve or reject membership applications and terminate existing memberships. When considering a membership application or termination of membership, the membership committee shall keep written minutes showing the meeting date, the names of all committee members present, the name of any person admitted to membership, and the name of any person whose membership was terminated. No minutes shall be required of any discussion or action regarding a membership application which is denied.

5. All members, other than charter members, shall be approved as required by these regulations by a unanimous vote of the members of the membership committee.

6. Members of the club shall forfeit their membership in the event of default or delinquency in the payment of any bills by the Board of Directors. Also, members of the club may be expelled after a hearing for any reason deemed sufficient by the Board of Directors or membership committee by a majority vote at any regular meeting or any special meeting called for that purpose. Expulsion shall be effective upon adjournment of the meeting at which voted and the President shall immediately notify the expelled member of the action taken.

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7. The death of a member shall terminate the membership of such deceased member but the unmarried spouse of a deceased member shall continue to enjoy the privileges of club membership by payment of dues.

8. Loss of membership by death or otherwise shall terminate all rights or interests of such member in the corporation assets or privileges.

ARTICLE II

MEETINGS OF MEMBERS

1. The annual meeting of the members of the corporation shall be held at the times and places fixed by the Board of Directors and designated in the notice of such meeting. At such annual meeting, the members shall elect the members of the Board of Directors.

2. Special meetings of the members may be called by the President or by direction of the Board of Directors at any time upon written notice to the membership.

3. The number of members present at a duly constituted meeting plus those present at a special meeting shall constitute a quorum. A majority of such quorum shall decide any question that may come before the meeting.

4. A member may vote at any meeting only by being present in person.

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5. In the election of Directors, each member shall be entitled to cast votes equal to the number of Directors to be elected. Directors shall be elected at the annual meeting of the members. In all other matters to be determined at a membership meeting, the members shall be entitled to cast one vote each.

ARTICLE III

BOARD OF DIRECTORS

1. The business and property of the corporation shall be managed by a board of three (3) persons, all of whom shall be members of Ruby Tuesday of Conway, Inc. Each director shall be elected for a term of office not less than one (1) year nor more than six (6) years.

2. The regular meeting of the Board of Directors shall be held at such time and place as determined by the members thereof.

3. Special meetings of the Board of Directors may be called at any time by the President or by any three members of the Board, or may be held at any time and place without notice by written consent of all the members or by the presence of all members at such meetings.

4. A quorum at any meeting shall consist of a majority of the membership of the Board.

5. Officers of the corporation shall be elected by the Board of Directors at their first meeting after the election of the directors. If any office becomes vacant during the year, the Board

4

of Directors shall fill the same of the unexpired term. The Board of Directors shall fix or authorize the compensation of all employees or officers of the corporation.

ARTICLE IV

OFFICERS

1. The officers of the corporation shall consist of a president, a vice-president, a secretary and a treasurer who shall be elected for one year and shall hold office until their successors are elected and qualified. The positions of secretary and treasurer may be united in one person. An assistant secretary and an assistant treasurer may also be named if the Board of Directors so desire.

2. The officers of the corporation shall be elected by the Board of Directors and the officers, agents and employees of the corporation shall have such duties and authorities as may be conferred upon them from time to time by the Board of Directors.

3. All officers shall serve without compensation for their performance of duties as officers but may receive compensation for goods or services otherwise furnished or rendered the corporation.

ARTICLE V

DUTIES OF OFFICERS

1. The president shall preside at all meetings of the directors and of the corporate members, shall be chief executive officer of the corporation and shall faithfully carry out the policies and directions of the Board of Directors.

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2. The vice-president shall perform the duties and have the powers of the president in his absence or at his direction.

3. The secretary shall perform the duties of the president and vice-president in the absence of both; he shall faithfully record and preserve the records of the corporation, including the minutes of all meetings of corporate members of the Board of Directors.

4. The treasurer shall receive, be the custodian of, and disburse all monies of the corporation and shall be the executive officer after the secretary.

ARTICLE VI

COMMITTEES

1. As soon as practicable after taking office, the president shall appoint from the corporate members committees composed of such members and having such administrative duties as the Board of Directors shall from time to time authorize.

ARTICLE VII

RULES AND REGULATIONS

1. The Board of Directors shall have the authority to enact rules and regulations to govern the operation of the club which are consistent with the Articles of Incorporation, by-laws and the pertinent laws of the state which are applicable to this club. The Board of Directors may delegate this authority to any committee of the club and such committee action shall be subject to the approval of the Board of Directors.

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ARTICLE VIII

AMENDMENT

These by-laws may be amended, repealed or altered in whole or in part by a majority vote of the Board of Directors at any special or regular meeting.

Bylaws adopted this 25^th day of July, 2007.

s/ Melissa Jackson

Melissa Jackson, Secretary

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EX-3.52

Exhibit 3.52

	Arkansas Secretary	State Capitol * Little Rock
	CHARLIE DANIELS	501-682-3409

CERTIFICATE OF AMENDMENT OF A NON-PROF

OSCAR’S KENNEL CLUB, INC., a corporation duly organized and existing under and by virtue of the laws of the State of Arkansas, by its Presiding Director or Officer

DOES HEREBY CERTIFY:

At a meeting of the membership (or incorporators or board of directors) which was held on January 8, 2008, in the city of Little Rock, the Articles of Incorporation of this corporation were amended to read as follows:

ARTICLE I: The name of the nonprofit corporation is:

Ruby Tuesday of Russellville, Inc.

ARTICLE III: See attached.

ARTICLE IV: The principal place of business of the nonprofit Corporation shall be 115 East Harrell Drive, Russellville, Arkansas 72802 and the name of the registered agent for the nonprofit corporation at such address shall be Melissa Jackson.

Circle I, II, or III below, whichever is applicable, and attach appropriate statement.

If approval by members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators;

II. If approval by members was required:

(a) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and the number of votes of each class indisputably voting on the amendment; and

(b) either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class.

III. If approval of the amendment by some person or persons other than the members, the board or incorporators is required pursuant to §§4-33-1030, a statement that the approval was obtained.

	/s/ Todd Sears, President
January 8, 2008		Todd Sears, President
		Presiding Director

Fee: $50.00 NPD.2/Rev. 2/03

ARTICLE III: This nonprofit corporation is a mutual benefit corporation.

The nature of the business of the nonprofit corporation and the objects purposes proposed to be transacted, promoted or carried on by it are as follows:

To provide for the social well-being and benefit of its members; to provide facilities, both real and personal, to be used in the promotion of the charitable and nonprofit purposes of the nonprofit corporation; to establish and maintain a private social club for the use of club members and their guests conducted for recreational, social, patriotic, benevolent, community hospitality, professional association, entertainment or other mutual nonprofit and charitable purposes to the full extent authorized by Arkansas la; to apply for and obtain any state or local licenses necessary to operate a social club with food and alcoholic beverage service, if so desired by the membership; to purchase or lease land, buildings or personal property to be used for the purpose of promoting or pursuing any purposes as stated herein; to pursue any other charitable and nonprofit purposes and objectives and to conduct any and all other desirable activities not prohibited by law.

ATTACHMENT TO NONPROFIT CORPORATION AMENDMENT FOR OSCAR’S KENNEL CLUB, INC.

I, Todd Sears, certify that I am the President and Board Member of Oscar’s Kennel Club, Inc. Approval of the membership of the nonprofit corporation was not required to adopt the preceding amendments to the nonprofit corporation’s articles of incorporation. The amendments were approved by the required vote of the Board of Directors.

OSCAR’S KENNEL CLUB, INC.
By:	/s/ Todd Sears, President
	Todd Sears, President

ARTICLES OF INCORPORATION

OF

OSCAR’S KENNEL CLUB, INC.

We, the undersigned, in or to form a nonprofit corporation for the purposes hereinafter stated, under and pursuant to the provisions of Section 4-33-101 et seq. of Arkansas Code Annotated, known as the Arkansas Nonprofit Corporation Act of 1993, do hereby certify as follows:

ARTICLE I

The name of the corporation is: Oscar’s Kennel Club, Inc.

ARTICLE II

The period of duration for which this corporation is organized and incorporated shall be perpetual.

ARTICLE III

This corporation is a mutual benefit corporation. The nature of the business of the corporation and the objects or purposed proposed to be transacted, promoted or carried on by it are as follows, to wit:

Provide for the social well being and benefit of its members, and all other legal purposes. To provide facilities, both real and personal, to be used in the promotion of social and recreational activities for members of the organization. To serve food, alcohol and non-alcoholic beverages, and other refreshments in said facilities in connection with social activities, fund raising activities, and any other meetings, functions and activities for members of the organization. To foster the welfare and social relationship of its members; to engage in charitable and civic activities which may be of benefit to the community; to establish a social and fraternal club for the social enjoyment, use and benefit of its members.

ARTICLE IV

The principal place of business of the corporation shall be located at 12310 Chenal Parkway, Suite 100, Little Rock, Arkansas 72211, and the name of the registered agent at such address will be Todd C. Sears.

ARTICLE V

The name and address of each incorporator are as follows:

Todd C. Sears, 39 River Road West, Mayflower, Arkansas

Phyllis Grady, 3813 Winterlake Drive, Benton, Arkansas

Donald L. Sears, 47 River Road West, Mayflower, Arkansas

ARTICLE VI

The number of directors constituting the original Board of Directors shall be three and the names and addresses of the following persons who are to serve as the initial directors are as follows:

Todd C. Sears, 39 River Road West, Mayflower, Arkansas

Phyllis Grady, 3813 Winterlake Drive, Benton, Arkansas

Donald L. Sears, 47 River Road West, Mayflower, Arkansas

ARTICLE VII

The officers of the corporation shall consist of a president, vice president, and secretary-treasurer. The officers shall be elected at the first meeting of the board of directors.

ARTICLE VIII

These articles may be amended by a majority vote of the Board of Directors at any regularly or specially called meeting upon ten (10) days written notice of said proposed amendment.

ARTICLE IX

The corporation shall have members. Each member shall be entitled to one (1) vote in the election of the Board of Directors and on such matters as may be subject to the vote of the members, the voting right shall be the same.

ARTICLE X

The corporation shall have one (1) class of members and a membership fee shall be collected in an amount set in the by-laws of the corporation.

ARTICLE XI

Upon dissolution of the corporation, the Board of Trustees shall, after paying or making provisions for the payment of all liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purpose of the corporation in such manner or to such organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) 3 of the Internal Revenue code of 1986 as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the County in which the principal office is then located, exclusively for such purposes.

IN WITNESS WHEREOF, the undersigned, being the incorporators of this nonprofit corporation, execute these Articles of Incorporation and certify that the statements, matters, and things set forth hereinabove are true this 3^rd day of July, 2006.

/s/ Todd C. Sears

Todd C. Sears

/s/ Donald L. Sears

Donald L. Sears

/s/ Phyllis Grady

Phyllis Grady

EX-3.53

Exhibit 3.53

BYLAWS

OF

RUBY TUESDAY OF RUSSELLVILLE, INC.

ARTICLE I

MEMBERSHIP

1. All persons who hold a membership in Ruby Tuesday of Russellville, Inc. in good standing, shall be entitled to one vote in person upon all matters properly before a membership meeting including the election of Directors. The records of the club shall be conclusive as to the right of any person to vote as a member. Each vote by a member of the club shall be equal in weight to that of any other voting member of the club and voting by proxy shall not be allowed.

2. No action taken at any meeting of the membership of the club shall be valid unless pursuant to reasonable notice mailed by first class mail to each member of the club notifying said member of the date, time and location of the meeting and the subject or subjects to be considered at such meeting. No subject shall be considered at any meeting which is not included in such notice. In addition, such notice shall be posted for a reasonable time prior to the meeting at a location on the premises conspicuous to the member using said premises.

3. No person shall be considered a member of the club unless such person has made application therefor and been elected to membership as provided herein. No person shall be admitted to membership in the club who is not above the age of twenty-one (21)

years and willing to be bound by the by-laws, rules and regulations of the nonprofit corporation, its officers and committees. Membership dues shall be $5.00 per year or as otherwise established by vote of the Board of Directors.

4. The club shall have a membership committee composed of three members of the club who shall have the authority to approve or reject membership applications and terminate existing memberships. When considering a membership application or termination of membership, the membership committee shall keep written minutes showing the meeting date, the names of all committee members present, the name of any person admitted to membership, and the name of any person whose membership was terminated. No minutes shall be required of any discussion or action regarding a membership application which is denied.

5. All members, other than charter members, shall be approved as required by these regulations by a unanimous vote of the members of the membership committee.

6. Members of the club shall forfeit their membership in the event of default or delinquency in the payment of any bills by the Board of Directors. Also, members of the club may be expelled after a hearing for any reason deemed sufficient by the Board of Directors or membership committee by a majority vote at any regular meeting or any special meeting called for that purpose. Expulsion shall be effective upon adjournment of the meeting at which voted and the President shall immediately notify the expelled member of the action taken.

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7. The death of a member shall terminate the membership of such deceased member but the unmarried spouse of a deceased member shall continue to enjoy the privileges of club membership by payment of dues.

8. Loss of membership by death or otherwise shall terminate all rights Or interests of such member in the corporation assets or privileges.

ARTICLE II

MEETINGS OF MEMBERS

1. The annual meeting of the members of the corporation shall be held at the times and places fixed by the Board of Directors and designated in the notice of such meeting. At such annual meeting, the members shall elect the members of the Board of Directors.

2. Special meetings of the members may be called by the President or by direction of the Board of Directors at any time upon written notice to the membership.

3. The number of members present at a duly constituted meeting plus those present at a special meeting shall constitute a quorum. A majority of such quorum shall decide any question that may come before the meeting.

4. A member may vote at any meeting only by being present in person.

3

5. In the elect ion of Directors, each member shall be entitled to cast votes equal to the number of Di rectors to be elected. Directors shall be elected at the annual meeting of the members. In all other matters to be determined at a membership meeting, the members shall be entitled to cast one vote each.

ARTICLE III

BOARD OF DIRECTORS

1. The business and property of the corporation shall be managed by a board of three (3) persons, all of whom shall be members of Ruby Tuesday of Russellville, Inc. Each director shall be elected for a term of office not less than one (1) year nor more than six (6) years.

2. The regular meeting of the Board of Directors shall be held at such time and place as determined by the members thereof.

3. Special meetings of the Board of Directors may be called at any time by the President or by any three members of the Board, or may be held at any time and place without notice by written consent of all the members or by the presence of all members at such meetings.

4. A quorum at any meeting shall consist of a majority of the membership of the Board.

5. Officers of the corporation shall be elected by the Board of Directors at their first meeting after the election of the directors. If any office becomes vacant during the year, the Board

4

of Directors shall fill the same of the unexpired term. The Board of Directors shall fix or authorize the compensation of all employees or officers of the corporation.

ARTICLE IV

OFFICERS

1. The officers of the corporation shall consist of a president, a vice-president, a secretary and a treasurer who shall be elected for one year and shall hold office until their successors are elected and qualified. The positions of secretary and treasurer may be united in one person. An assistant secretary and an assistant treasurer may also be named if the Board of Directors so desire.

2. The officers of the corporation shall be elected by the Board of Directors and the officers, agents and employees of the corporation shall have such duties and authorities as may be conferred upon them from time to time by the Board of Directors.

3. All officers shall serve without compensation for their performance of duties as officers but may receive compensation for goods or services otherwise furnished or rendered the corporation.

ARTICLE V

DUTIES OF OFFICERS

1. The president shall preside at all meetings of the directors and of the corporate members, shall be chief executive officer of the corporation and shall faithfully carry out the policies and directions of the Board of Directors.

5

2. The vice-president shall perform the duties and have the powers of the president in his absence or at his direction.

3. The secretary shall perform the duties of the president and vice-president in the absence of both; he shall faithfully record and preserve the records of the corporation, including the minutes of all meetings of corporate members of the Board of Directors.

4. The treasurer shall receive, be the custodian of, and disburse all monies of the corporation and shall be the executive officer after the secretary.

ARTICLE VI

COMMITTEES

1. As soon as practicable after taking office, the president shall appoint from the corporate members committees composed of such members and having such administrative duties as the Board of Directors shall from time to time authorize.

ARTICLE VII

RULES AND REGULATIONS

1. The Board of Directors shall have the authority to enact rules and regulations to govern the operation of the club which are consistent with the Articles of Incorporation, by-laws and the pertinent laws of the state which are applicable to this club. The Board of Directors may delegate this authority to any committee of the club and such committee action shall be subject to the approval of the Board of Directors.

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ARTICLE VIII

AMENDMENT

These by-laws may be amended, repealed or altered in whole or in part by a majority vote of the Board of Directors at any special or regular meeting.

Bylaws adopted this 15^th day of January, 2008.

s/ Melissa Jackson

Melissa Jackson, Secretary

7

EX-3.54

Exhibit 3.54

Arkansas Secretary	State Capitol * RUBY TUESDAY OF BRYANT, INC,	Document Number 9715210002
CHARLIE DANIELS	501-682-3409

FILED: 10/02/08, Pal.a:3

Arkansas Secretary of State

Business Services Division

CERTIFICATE OF AMENDMENT OF A NON-PROFIT

STERLING’S HUNTING CLUB, INC.

corporation duly organized, created and existing under and by virtue of the laws of the State of Arkansas, by its Presiding Director or Officer,

DOES HEREBY CERTIFY

At meeting of the membership (or incorporators or board of directors) which was held on September 25, 2008 in the City of Little Rock, the Articles of lncorporation of this corporation were amended to read as follows:

ARTICLE I: The name of the nonprofit corporation is:

Ruby Tuesday of Bryant, Inc.

ARTICLE III: See Attached

ARTICLE IV: The principal place of business and registered office or the nonprofit corporation shall be located at 3236 I-30, Bryant, Arkansas 72022, and the name of the registered agent for the nonprofit corporation at such address is Justin Orick.

Circle I, II or III below, whichever is applicable, and attach appropriate statement.

If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators;

II If approval by members was required:

(a) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment and the number of votes of each class indisputably voting on the amendment: and

(b) either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each lass and a statement that the number cast for the amendment by each class was sufficient for approval by that class.

III If approval of the amendment by some person or persons other than the members, the board or incorporators is required pursuant to § 4-33~1030, a statement that the approval was obtained.

	/s/ Todd C. Sears, President
September 25, 2008	Todd C. Sears, President
	Presiding Director

Fee: $50.00 NP!)- }H~v. :210J

ARTICLE III: This nonprofit corporation is a mutual benefit Corporation. The nature of the business of the nonprofit corporation and the objects or purposes proposed to be transacted, promoted or carried on by it are as follows:

To provide for the social well-being and benefit of its members; to provide facilities, both real and personal, to be used in the promotion of the charitable and nonprofit purposes of the nonprofit corporation; to establish and maintain a private social club for the use of club members and their guests conducted for recreational, social, patriotic, benevolent, community hospitality, professional association, entertainment or other mutual nonprofit and charitable purposes to the full extent authorized by Arkansas law; to apply for and obtain any state or local licenses necessary to operate a social club with food and alcoholic beverage service, if so desired by the membership; to purchase or lease land, buildings or personal property to be used for the purpose of promoting or pursuing any purposes as stated herein; to pursue any other charitable and nonprofit purposes and objectives and to conduct any and all other desirable activities not prohibited by law.

ATTACHMENT TO NONPROFIT CORPORATION AMENDMENT FOR STERLING’S HUNTING CLUB, INC.

I, Todd Sears, certify that I am the President and Board Member of Sterling’s Hunting Club, Inc. Approval of the membership of the nonprofit corporation was not required to adopt the preceding amendments to the nonprofit corporation’s articles of incorporation. The amendments were approved by the required vote of the Board of Directors.

STERLING’S HUNTING CLUB, INC.

/s/ Todd C. Sears, President

Todd Sears, President

.

ARTICLES OF INCORPORATION

STERLING’S HUNTING CLUB, INC.

We, the undersigned, in order to form a nonprofit corporation for the purposes hereinafter stated, under and pursuant to the provisions of Section 4-33-101 et seq. of Arkansas Code Annotated, known as the Arknsas Nonprofit Corporation Act of 1993, do hereby certify as follows:

ARTICLE I

The name of the corporation is: Sterling’s Hunting Club, Inc.

ARTICLE II

The period of duration for which this corporation is organized aid incorporated shall be perpetual.

ARTICLE III

This corporation is a mutual benefit corporation. The nature of the business of the corporation and the objects or purposes pr posed to be transacted, promoted or carried on by it re as follows, to wit:

Provide for the social well being and benefit of its members, and all other legal purposes. To provide faci1ities, both real and personal, to be used in the promotion of social and recreational activities for members of the organization. To serve food, alcoholic and non-alcoholic beverages, and other refreshments in said facilities in connection with social

activities, fund raising activities, and any meetings, functions and activities for members of the organization. To foster the welfare and the social relationship of its members; to engage in charitable and civic activities which may be of benefit to the community; to establish a social and fraternal club for the social enjoyment, use and benefit of its members.

ARTICLE IV

The principal place of business of the corporation shall be Located at 12310 Chenal Parkway, Suite 100, Little Rock, Arkansas 72211, and the name of the registered agent at such address shall be Todd C. Sears.

ARTICLE V

The names and addresses of each incorporator are as follows: Todd C. Sears, 39 River Road West, Mayflower, Arkansas; Phyllis Grady, 3813 Winter lake Drive, Benton, Arkansas; Donald L. Sears, 47 River Road West, Mayflower, Arkansas

ARTICLE VI

The number of directors constituting the initial Board of Directors shall be three and the names and addresses of the persons who are to serve as the initial directors are as follows: Todd C. Sears, 39 River Road West, Mayflower, Arkansas; Phyllis Grady, 3813 Winter lake Drive, Benton, Arkansas; Donald L. Sears, 47 River Road West, Mayflower, Arkansas.

ARTICLE VII

The officers of the corporation shall consist of a president, vice president, and secretary-treasurer. The officers shall be elected at the first meeting of the board of directors.

ARTICLE VIII

These Articles may be amended by a majority vote of the Board of Directors at any regularly or specially called meeting upon ten (10) days written notice of said proposed amendment.

ARTICLE IX

The corporation shall have members. Each member shall be entitled to one (1) vote in the election of the board of Directors and on such matters as may be subject to the vote of the members, the voting right shall be the same.

ARTICLE X

The corporation shall have one (1) class of members and a membership fee shall be collected in an amount set in the by-laws of the corporation.

ARTICLE XI

Upon dissolution of the corporation, the Board of Trustees s all, after paying or making provisions for the payment of all liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purpose of the corporation in such manner or to such organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office or the corporation is then located, exclusively for such purposes.

IN WITNESS WHEREOF, the undersigned, being the incorporators of this nonprofit corporation, execute these Articles of Incorporation and certify that the statements, matter, and things set forth hereinabove are true this 3rd day of July, 2006.

/s/ Todd C. Sears

Todd C. Sears

/s/ Donald L. Sears

Donald L. Sears

/s/ Phyllis Grady

Phyllis Grady

EX-3.55

Exhibit 3.55

BYLAWS

OF

RUBY TUESDAY OF BRYANT, INC.

ARTICLE I

MEMBERSHIP

1. All persons who hold a membership in Ruby Tuesday of Bryant, Inc. in good standing, shall be entitled to one vote in person upon all matters properly before a membership meeting, including the election of Directors. The records of the club shall be conclusive as to the right of any person to vote as a member. Each vote by a member of the club shall be equal in weight to that of any other voting member of the club and voting by proxy shall not be allowed.

2. No action taken at any meeting of the membership of the club shall be valid unless pursuant to reasonable notice mailed by first class mail to each member of the club notifying said member of the date, time and location of the meeting and the subject or subjects to be considered at such meeting. No subject shall be considered at any meeting which is not included in such notice. In addition, such notice shall be posted for a reasonable time prior to the meeting at a location on the premises conspicuous to the member using said premises.

3. No person shall be considered a member of the club unless such person has made application therefor and been elected

to membership in the club who is not above the age of twenty-one (21) years and willing to be bound by the by-laws, rules and regulations of the nonprofit corporation, its officers and committees. No membership dues shall be charged unless otherwise established by vote of the Board of Directors.

4. The club shall have a membership committee composed of three members of the club who shall have t he authority to approve or reject membership applications and terminate existing memberships. When considering a membership application or termination of membership, the membership committee shall keep written minutes showing the meeting date, the names of all committee members present, the name of any person admitted to membership, and the name of any person whose membership was terminated. No minutes shall be required of any discussion or action regarding a membership application which is denied.

5. All members, other than charter members, shall be approved as required by these regulations by a unanimous vote of the members of the membership committee.

6. Members of the club shall forfeit their membership in the event of default or delinquency in the payment of any bills by the Board of Directors. Also, members of the club may be expelled after a hearing for any reason deemed sufficient by the

2

Board of Directors or membership committee by a majority vote at any regular meeting or any special meeting called for that purpose. Expulsion shall be effective upon adjournment of the meeting at which voted and the President shall immediately notify the expelled member of the action taken.

7. The death of a member shall terminate the membership of such deceased member but the unmarried spouse of a deceased member shall continue to enjoy the privileges of club membership by payment of dues.

8. Loss of membership by death or otherwise shall terminate all rights or interests of such member in the corporation assets or privileges.

ARTICLE II

MEETINGS OF MEMBERS

1. The annual meeting of the members of the corporation shall be held at the times and places fixed by the Board of Directors and designated in the notice of such meeting. At such annual meeting, the members shall elect the members of the Board of Directors.

2. Special meetings of the members may be called by the President or by direction of the Board of Directors at any time upon written notice to the membership.

3

3. The number of members present at a duly constituted meeting plus those present at a special meeting shall constitute a quorum. A majority of such quorum shall decide any question that may come before the meeting.

4. A member may vote at any meeting only by being present in person.

5. In the election of Directors, each member shall be entitled to cast votes equal to the number of Directors to be elected. Directors shall be elected at the annual meeting of the members. In all other matters to be determined at a membership meeting, the members shall be entitled to cast one vote each,

ARTICLE III

BOARD OF DIRECTORS

1. The business and property of the corporation shall be managed by a board of three (3) persons, all of whom shall be members of Ruby Tuesday of Bryant, Inc. Each director shall be elected for a term of office not less than one (1) year nor more than six (6) years.

2. The regular meeting of the Board of Directors shall be held at such time and place as determined by the members thereof.

3. Special meetings of the Board of Directors may be called at any time by the President or by any three members of the

4

Board, or may be held at any time and place without notice by written consent of all the members or by the presence of all members at such meetings.

4. A quorum at any meeting shall consist of a majority of the membership of the Board.

5. Officers of the corporation shall be elected by the Board of Directors at their first meeting after the election of the directors. If any office becomes vacant during the year, the Board of Directors shall fill the same of the unexpired term. The Board of Directors shall fix or authorize the compensation of all employees or officers of the corporation.

ARTICLE IV

OFFICERS

1. The officers of the corporation shall consist of a president, a vice-president, a secretary and a treasurer who shall be elected for one year and shall hold office until their successors are elected and qualified. The positions of secretary and treasurer may be united in one person. An assistant secretary and an assistant treasurer may also be named if the Board of Directors so desire.

2. The officers of the corporation shall be elected by the Board of Directors and the officers, agents and employees of the corporation shall have such duties and authorities as may be conferred upon them from time to time by the Board of Directors.

5

3. All officers shall serve without compensation for their performance of duties as officers but may receive compensation for goods or services otherwise furnished or rendered the corporation.

ARTICLE V

DUTIES OF OFFICERS

1. The president shall preside at all meetings of the directors and of the corporate members, shall be chief executive officer of the corporation and shall faithfully carry out the policies and directions of the Board of Directors.

2. The vice-president shall perform the duties and have the powers of the president in his absence or at his direction.

3. The secretary shall perform the duties of the president and vice-president in the absence of both; he shall faithfully record and preserve the records of the corporation, including the minutes of all meetings of corporate members of the Board of Directors.

4. The treasurer shall receive, be the custodian of, and disburse all monies of the corporation and shall be the executive officer after the secretary.

6

ARTICLE VI

COMMITTEES

1. As soon as practicable after taking office, the president shall appoint from the corporate members committees composed of such members and having such administrative duties as the Board of Directors shall from time to time authorize.

ARTICLE VII

RULES AND REGULATIONS

1. The Board of Directors shall have the authority to enact rules and regulations to govern the operation of the club which are consistent with the Articles of Incorporation, by-laws and the pertinent laws of the state which are applicable to this club. The Board of Directors may delegate this authority to any committee of the club and such committee action shall be subject to the approval of the Board of Directors.

ARTICLE VIII

AMENDMENT

These by-laws may be amended, repealed or altered in whole or in part by a majority vote of the Board of Directors at any special or regular meeting.

Bylaws adopted this 13th day of November, 2008.

s/ Justin Orick

Justin Orick, Secretary

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EX-3.56

Exhibit 3.56

ARTICLES OF INCORPORATION

OF

RT KCMO KANSAS, INC.

The undersigned, a natural person, for the purpose of incorporating a corporation under the Kansas General Corporation Code, as amended and supplemented, hereby adopts the following Articles of Incorporation:

ARTICLE I - NAME

The name of the corporation (the “Corporation”) is RT KCMO Kansas, Inc.

ARTICLE II - REGISTERED OFFICE AND REGISTERED AGENT

The address, including street, number, city, and county, of the registered office of the Corporation in the State of Kansas is 11525 Parkhill, Overland Park, Kansas, 66210, County of Johnson. The name of the Corporation’s resident agent at such address is Michael F. Newman.

ARTICLE III -NATURE OF BUSINESS

The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Kansas General Corporation Code, including, without limitation, the operation of a restaurant.

In addition to the powers and privileges conferred upon the Corporation by law and those incidental thereto, the Corporation shall possess and may exercise all the powers and privileges which are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the Corporation.

ARTICLE IV - CAPITAL STOCK

(a) The total number of shares of stock which the Corporation shall have authority to issue is ten thousand (10,000) shares of common stock, of the par value of $.10 per share.

(b) No holder of any of the shares of stock of the Corporation of any class shall be entitled, as a matter of right, to subscribe for, purchase, or otherwise acquire any shares of stock of the Corporation of any class which the Corporation proposes to issue or any rights or options which the Corporation proposes to grant for the purchase of shares of stock of the Corporation of any class or for the purchase of any bonds, notes, debentures, securities, or obligations of the Corporation which are convertible into or exchangeable for, or which carry any rights to subscribe for, purchase, or otherwise acquire shares of stock of the Corporation of any class; and any and all of such shares, bonds, notes, debentures, securities or obligations of the Corporation, whether now or hereafter authorized or created, may be issued, or may be reissued or transferred if the same have been re-acquired and have treasury status, and any and all of such rights and options may be granted by the Board of Directors, to such persons and other entities, and for such lawful consideration, and on such terms, as the Board of Directors, in its discretion, may determine, without first offering the same, or any part thereof, to any said holder of stock.

ARTICLE V - INCORPORATOR

The name and the mailing address of the incorporator are as follows:

Name	Address
Michael W. Fletcher	7500 College Boulevard, Suite 750
	Overland Park, Kansas 66210

ARTICLE VI - EXISTENCE

The Corporation is to have perpetual existence.

ARTICLE VII - COMPRO:M1SE WITH CREDITORS

Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them or between this Corporation and its stockholders or any class of them, any court of competent jurisdiction within the State of Kansas, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of K.S.A. 17-6901, and amendments thereto, or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of K.S.A. 17-6808, and amendments thereto, may order a meeting of the creditors or class of creditors, or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the court directs. If a majority in number representing r in value of the creditors or class of creditors, or of the

stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the compromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the creditors or class of creditors, or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

ARTICLE VIII - BOARD OF DIRECTORS

(a) The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws. The phrase “whole Board” and the phrase “total number of directors” shall each mean the total number of directors which the Corporation would have if there were no vacancies.

(b) Voting for directors by written ballot shall not be required unless requested in writing by any stockholder.

(c) At all elections of directors of the Corporation and for the purposes of all other matters upon which stockholders are entitled to vote, each stockholder shall be entitled to as many votes as shall equal the number of shares of stock held by that stockholder. No cumulative voting shall be permitted.

(d) The names and mailing addresses of the persons who are to serve as the first Board of Directors until the first annual meeting of stockholders or until their successors are elected and qualify are:

Name	Address
Michael F. Newman	11525 Parkhill
	Overland Park, Kansas 66210
Susan D. Newman	11525 Parkhill
	Overland Park, Kansas 66210

ARTICLE IX - BYLAWS

The original Bylaws of the Corporation shall be adopted in any manner provided by law. Thereafter, the Bylaws of the Corporation may from time to time be amended or repealed, or new Bylaws may be adopted, in any of the following ways: i) by the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote thereon (or, if applicable, such larger percentage of the outstanding shares of stock entitled to vote thereon as may be specified in the Bylaws), or ii) by a majority of the full Board of

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Directors. Any change so made by the stockholders may thereafter be further changed by a majority of the full Board of Directors; provided, however, that the power of the Board of Directors to amend or repeal the Bylaws, or to adopt new Bylaws, (A) may be denied as to any Bylaws or portion thereof by the stockholders if, at the time of enactment, the stockholders shall so expressly provide, and (B) shall not divest the stockholders of their power, nor limit their power, to amend or repeal the Bylaws, or to adopt new Bylaws.

ARTICLE X - INDEMNIFICATION AND LIABILITY LIMITATION

(a) The Corporation may agree to the terms and conditions upon which any director, officer, employee or agent accepts his office or position and in its Bylaws, by contract or in any other manner may agree to indemnify and protect any director, officer, employee or agent of the Corporation, or any person who serves at the request of the Corporation as a director, officer, employee, member, manager or agent of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, to the fullest extent permitted by the laws of the State of Kansas.

(b) The stockholders of the Corporation shall not be personally liable for the payment or performance of the debts or other obligations of the Corporation.

(c) Without limiting the generality of the foregoing provisions of this Article X, to the fullest extent permitted or authorized by the laws of the State of Kansas, including, without limitation, the provisions of subsection (b)(8) of K.S.A. 17-6002 as now in effect and as it may from time to time hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or to its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of the limitation of liability provided by the immediately preceding sentence shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to or at the time of such repeal or modification. If the Kansas General Corporation Code is amended after the effective date of these Articles of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation automatically shall be eliminated or limited to the fullest extent permitted by the Kansas General Corporation Code, as so amended.

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ARTICLE XI - STOCKHOLDERS OF RECORD

Except as may be otherwise provided by statute, the Corporation shall be entitled to treat the registered holder of any shares of the Corporation as the owner of such shares and of all rights derived from such shares for all purposes, and the Corporation shall not be obligated to recognize any equitable or other claim to or interest in such shares on the part of any other person, including, but without limiting the generality of the term “person”, a purchaser, pledgee, assignee or transferee of such shares, unless and until such person becomes the registered holder of such shares. The foregoing shall apply whether or not the Corporation shall have either actual or constructive notice of the claim by or the interest of such person.

ARTICLE XII - BOOKS AND RECORDS

The books and records of the Corporation may be kept (subject to any provision contained in the statutes of the State of Kansas) outside the State of Kansas at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

ARTICLE XIII – AMENDMENTS

From time to time any of the provisions of these Articles of Incorporation may be amended, altered, changed or repealed, and other provisions authorized or permitted by the Kansas General Corporation Code at the time in force may be added or inserted in the manner and at the time prescribed by the Kansas General Corporation Code, and all rights at any time conferred upon the stockholders of the Corporation by these Articles of Incorporation are granted subject to the provisions of this Article.

Any person, upon becoming the owner or holder of any shares of stock or other securities issued by the Corporation, does thereby consent and agree that (i) all rights, powers, privileges, obligations or restrictions pertaining to such person or such shares or securities in any way may be altered, amended, restricted, enlarged or repealed by legislative enactments of the State of Kansas or of the United States hereinafter adopted which have reference to or affect corporations, such shares, securities, or persons and (ii) the Corporation reserves the right to transact any business of the Corporation, to alter, amend or repeal these Articles of Incorporation, or to do any other acts or things as authorized, permitted or allowed by such legislative enactments.

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IN WITNESS WHEREOF, these Articles of Incorporation have been executed this 23^rd day of November, 1998.

/s/ Michael W. Fletcher

Michael W. Fletcher, Incorporator

STATE OF KANSAS	)
	)	ss.
COUNTY OF JOHNSON	)

This instrument was acknowledged, signed and sworn to before me on November 23, 1998 by Michael W. Fletcher.

/s/ Dyanna L. Brown

Notary Public

6

EX-3.57

Exhibit 3.57

BYLAWS OF

RT KCMO KANSAS, INC.

ARTICLE I

OFFICES AND RECORDS

1.1 Registered Office and Resident Agent. The location of the registered office and the name of the resident agent of RT KCMO KANSAS, INC. a Kansas corporation (the “Corporation”), in the State of Kansas shall be as stated in the Articles of Incorporation of the Corporation as amended from time to time, (the “Articles”) or as shall be determined from time to time by resolution of the Board of Directors of the Corporation (the “Board”) and on file in the appropriate public offices of the State of Kansas as provided by law.

1.2 Other Corporate Offices. The Corporation may conduct its business, carry on its operations, have other offices and exercise its powers within or outside of the State of Kansas as the Board may designate or the business of the Corporation may require.

1.3 Books, Accounts and Records, and Inspection Rights. The books, accounts and records of the Corporation, except as may be otherwise required by the laws of the State of Kansas, may be kept outside of the State of Kansas, at such place(s) as the Board may from time to time determine. Except as otherwise provided by law, the Board shall determine whether, to what extent, and the conditions upon which the books, accounts and records of the Corporation shall be open to the inspection of the stockholders of the Corporation.

ARTICLE II

STOCKHOLDERS

2.1 Place of Meetings. All meetings of the stockholders shall be held at the offices of the Corporation in the City of Overland Park, State of Kansas, or at such other place either within or without the State of Kansas as shall be designated from time to time by the Board and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

2.2 Annual Meetings. An annual meeting of the stockholders shall be held on the 3rd Wednesday in December of each year, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 11:30 a.m., or at such other date and time as shall be designated from time to time by the Board and stated in the notice of the meeting or in a duly executed waiver of notice thereof. At the annual meeting, the stockholders shall elect directors and may also transact such other business as may be desired, whether or not the same was specified in the notice of the meeting, unless the consideration of such other business without its having been specified in the notice of the meeting as one of the purposes thereof is prohibited by law.

2.3 Special Meetings. Special meetings of the stockholders may be held for any purpose(s), unless otherwise prohibited by law or by the Articles. A special meeting may be called by the Board, by the Chairman of the Board, by the President, by the Secretary or by the holders of, or by any officer or stockholder

upon the written request of the holders of, not less than ten percent (10%) of the outstanding shares of stock of the Corporation entitled to vote at such meeting, and shall be called by any officer directed to do so by the Board or requested to do so in writing by a majority of the Board. Any such written request shall state the purpose(s) of the proposed meeting. The business transacted at the special meeting shall be confined to the purpose(s) stated in the notice of such meeting, unless the transaction of other business is consented to by the holders of all of the outstanding shares of stock of the Corporation entitled to vote thereon. The “call” and the “notice” of any such meeting shall be deemed to be synonymous.

2.4 Action Without a Meeting. Unless otherwise provided in the Articles, any action required to be taken or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all the holders of outstanding shares of stock entitled to vote thereon. Any such writing or writings shall be filed with the minutes of proceedings of the stockholders.

2.5 Notice. Written notice of each meeting of the stockholders, whether annual or special, which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose(s) thereof, shall be given to each stockholder entitled to vote at such meeting, either personally or by mail, not less than ten (10) days nor more than sixty (60) days before the date of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at the stockholder’s address as it appears on the records of the Corporation.

2.6 Waiver of Notice. Whenever any notice is required to be given to any stockholder under any law, the Articles or these Bylaws, a written waiver thereof, signed by the person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance by a stockholder at a meeting shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice unless so required by the Articles or these Bylaws.

2.7 Quorum. The holders of a majority of the shares of stock of the Corporation entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum (a “Quorum”) at all meetings of the stockholders for the transaction of any business, except as otherwise provided by law, the Articles or these Bylaws.

If a Quorum is not present at a meeting of the stockholders, the holders of a majority of the stock present in person or represented by proxy at such meeting shall have the power successively to adjourn the meeting from time to time to a specified time and place, without notice to anyone other than an announcement at the meeting at which such adjournment is taken, until a Quorum shall be present. At such adjourned meeting at which a Quorum is present, any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after adjournment a new record date is fixed for the subsequent session of the adjourned meeting, a notice of the subsequent session of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting.

2.8 Proxies. Each stockholder entitled to a vote at a meeting of stockholders, or to express consent or dissent to corporate action in writing without a meeting, may authorize another person or persons to act for such stockholder by written proxy signed by such stockholder, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period.

2.9 Voting.

(a) One Vote Per Share. Unless otherwise provided in the Articles, each stockholder shall be entitled to one vote for each share of stock held and registered in such stockholder’s name on the books of the Corporation.

(b) Voting Otherwise than by Written Ballot. At all meetings of stockholders, the voting may be otherwise than by written ballot, except (i) that any stockholder entitled to vote may request a vote by written ballot on any matter, and (ii) if the Articles do not permit the election of directors other than by written ballot, then in either such case the applicable vote shall be by written ballot.

(c) Shareholder Action. In all matters other than the election of directors, the affirmative vote of the holders of a majority of the shares of stock of the Corporation who are present in person or represented by proxy at a meeting at which a Quorum is present and who are entitled to vote on the subject matter shall be the valid corporate act of the stockholders, except in those specific instances 111 which a larger vote is required by law, the Articles or these Bylaws.

(d) Voting for Directors. Directors shall be elected by a plurality of the votes of the stockholders present in person or by proxy at a meeting at which a Quorum is present and entitled to vote on the election of directors. No cumulative voting shall be permitted in the election of directors.

2.10 Stock Ledger; Voting Rights of Fiduciaries, Pledgors and Joint Owners of Stock.

(a) Corporate Shares. No person shall be permitted to vote on any shares belonging or hypothecated to the Corporation.

(b) Stock Ledger. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 2.11 below or the books of the Corporation, or to vote in person or by proxy at any meeting of the stockholders. Only stockholders whose names are registered in the stock ledger shall be entitled to be treated by the Corporation as the holders and owners in fact of the shares standing in their respective names, and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not the Corporation shall have express or other notice thereof, except as expressly provided by the laws of the State of Kansas.

(c) Voting Rights of Fiduciaries and Pledgors. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held. Persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the Corporation the pledgor has expressly empowered the pledgee to vote thereon, in which case only the pledgee, or the pledgee’s proxy, may represent such stock and vote thereon.

(d) Voting Rights of Joint Owners of Stock. If shares or other securities having voting power stand of record in the names of two (2) or more persons, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, or as otherwise provided by the laws of the State of Kansas, their acts with respect to voting shall have the following effect: (i) if only one votes, the act binds all; (ii) if more than one vote, the act of the majority so voting binds all; (iii) if more than one vote, but the vote is evenly split on any particular matter, each fraction may vote the securities in question proportionally. If the instrument so filed shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of this subsection shall be a majority or even-split in interest rather than in number.

2.11 Stockholders’ Lists. The Secretary or an Assistant Secretary, who shall have charge of the stock ledger of the Corporation, shall prepare and make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. Such list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any validity of any action taken at such meeting.

ARTICLE III

BOARD OF DIRECTORS

3.1 Number, Qualification; Term. The number of directors to constitute the Board shall be one (1). Directors need not be stockholders. Each director shall hold office until a successor is elected and qualified or until such director’s earlier resignation or removal.

3.2 Powers of the Board. The business and affairs of the Corporation shall be managed by and under the direction of the Board. In addition to the powers and authorities by these Bylaws and the Articles expressly conferred upon it, the Board may exercise all such powers of the Corporation, and do all such lawful acts and things, as are not by statute or by the Articles or by these Bylaws directed or required to be exercised or done by the stockholders.

3.3 Acceptance of Director. Each director, upon election, shall qualify by accepting the office of director, and such director’s attendance at, or written approval of the minutes of, any meeting of the Board subsequent to the director’s election shall constitute acceptance of such office by such director; or the director may accept the office of director by executing a separate written acceptance, which shall be placed in the minute book.

3.4 Meetings; Notice. Except as otherwise provided below, the Board may hold its meetings within or outside the State of Kansas.

(a) Annual Meeting. The first meeting of each newly elected Board shall be held (i) immediately following and at the same place as the annual meeting of the stockholders at which such Board was elected, and no notice of such meeting shall be necessary, provided a quorum is present, (ii) at such time and place as consented to in writing by all of the newly elected directors, or (iii) upon notice of such meeting as provided for in Section 3.4( c) hereof, except that such notice need not state the purpose(s) of the meeting.

(b) Regular Meetings. Regular meetings of the Board may be held without notice at such times and places as adopted by written consent of all directors. Any business may be transacted at any regular meeting.

(c) Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, the President, any Vice President, the Secretary or any of the directors. Special meetings shall be held at the place, day and hour specified in the written notice of the meeting which notice shall also state the purpose(s) thereof. Such notice shall be mailed to each director at the director’s residence or usual place of business at least three (3) days before the day on which the meeting is to be held, or shall be sent to the director by confirmed facsimile transmission, or delivered personally to the director, at least two (2) days before the day on which the meeting is to be held. If mailed, such notice shall be deemed to be delivered when it is deposited in the United States mail with postage thereon addressed to the director at his residence or usual place of business. If given by facsimile transmission, such notice shall be deemed to be delivered when received. The notice may be given by any person having authority to call the meeting. “Notice” and “call” with respect to such meetings shall be deemed to be synonymous.

(d) Waiver of Notice. Whenever any notice is required to be given to any director under any law, the Articles or these Bylaws, a written waiver thereof, signed by the director entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance by a director at a meeting shall constitute a waiver of notice of such meeting, except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in any written waiver of notice unless so required by the Articles or these Bylaws.

(e) Meetings by Conference Telephone or Similar Communications Equipment. Unless otherwise restricted by the Articles or these Bylaws, the directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting in such manner shall constitute presence in person at such meeting.

(f) Action Without a Meeting. Unless otherwise restricted by the Articles or these Bylaws, any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all directors consent thereto in writing. Any such writing shall be filed with the minutes of proceedings of the Board.

3.5 Quorum; Voting Requirements. Unless a greater number is required by the Articles or these Bylaws, a majority of the total number of directors shall constitute a quorum for the transaction of business and the vote of the majority of the directors present at a meeting at which a quorum is present shall be the valid corporate act of the Board.

3.6 Vacancies and Newly Created Directorships. Unless otherwise provided in the Articles or these Bylaws, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election of directors by the stock­ holders at which such director’s successor is duly elected and qualified, or until such director’s earlier resignation or removal. If, at any time, by reason of death, resignation or other cause, the Corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the Articles or these Bylaws, or as otherwise provided by law for such election.

3.7 Committees.

(a) Designation. The Board may designate, by resolution passed by a majority of the whole Board, one or more committees of the Board. Each committee shall consist of one or more designated directors.

(b) Absence; Disqualification. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.

(c) Powers; Limitation. Any such committee, to the extent provided in the resolution of the Board or in these Bylaws, shall have and may exercise all of the powers and authority of the Board in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority of the Board with respect to (i) amending the Articles, (ii) adopting an agreement of merger or consolidation, (iii) recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, (iv) recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or (v) amending the Bylaws; and, unless the resolution, these Bylaws or the Articles expressly so provide, no such committee shall have power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger.

(d) Recordkeeping. All committees so appointed shall, unless otherwise provided by the Board, keep regular minutes of the transactions at their meetings and shall cause them to be recorded in books kept for that purpose in the office of the Corporation and shall report the same to the Board at its next meeting. The Secretary or an Assistant Secretary of the Corporation may act as Secretary of the committee if the committee or the Board so requests.

(e) Meetings By Conference Telephone or Similar Communications Equipment. Unless otherwise restricted by the Articles or these Bylaws, members of any committee designated by the Board may participate in a meeting of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting in such manner shall constitute presence in person at such meeting.

(f) Committee Action Without a Meeting. Unless otherwise restricted by the Articles or these Bylaws, any action required or permitted to be taken at any meeting of a committee may be taken without a meeting if all members of such committee consent thereto in writing. Any such writing shall be filed with the minutes of proceedings of such committee.

3.8 Compensation. Unless otherwise restricted by the Articles or these Bylaws, the Board shall have the authority to fix the compensation of directors for serving as directors of the Corporation and may, by resolution, fix a sum which shall be allowed and paid for attendance at each meeting of the Board and may provide for reimbursement of expenses incurred by directors in attending each meeting; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of committees may be allowed similar compensation for attending committee meetings.

3.9 Resignations. Any director may resign at any time upon written notice to the Corporation. Such resignation shall take effect at the time specified therein or shall take effect upon receipt thereof by the Corporation if no time is specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.10 Reliance on Records. A director, or a member of any committee designated by the Board, shall be fully protected in the performance of such director’s or committee member’s duties in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board, or by any other person as to matters such director or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

3.11 Removal of Directors. The stockholders shall have the power, by a vote of the holders of a majority of the shares then entitled to vote, to remove any director or directors from office with or without cause; provided, however, if there are multiple classes of directors such removal shall be only for cause by the holders of the outstanding shares of which such director is part.

ARTICLE IV

OFFICERS

4.1 Designations.

(a) The Corporation shall have a President and a Secretary and may also have the following officers: a Chairman of the Board, one or more Vice Presidents, a Treasurer, one or more Assistant Secretaries and one or more Assistant Treasurers, each with such duties as are stated in this Article IV or by resolution of the Board which is not inconsistent with these Bylaws. The Board shall elect a President and a Secretary at its annual meeting. The Board then, or from time to time, may elect one or more of the other officers as it may deem advisable, and may further identify or describe the duties of anyone or more of the officers of the Corporation.

(b) Officers of the Corporation need not be members of the Board. Any number of offices may be held by the same person.

(c) An officer shall be deemed qualified when the officer enters upon the duties of the office to which the officer has been elected or appointed and furnishes any bond required by the Board; but the Board may also require a written acceptance and promise faithfully to discharge the duties of such office.

(d) A failure to elect the Corporation’s officers in accordance with these Bylaws shall not dissolve or otherwise affect the Corporation.

4.2 Term of Office. Each officer shall hold office at the pleasure of the Board or for such other period as the Board may specify at the time of such officer’s election or appointment, or until the death, resignation or removal of such officer, whichever first occurs. In any event, each officer of the Corporation who is not reelected or reappointed at the annual election of officers by the Board next succeeding his or her election or appointment shall be deemed to have been removed by the Board, unless the Board provides otherwise at the time of such officer’s election or appointment.

4.3 Other Agents. The Board from time to time may also appoint such other agents for the Corporation as the Board shall deem necessary or advisable. Each such agent shall serve at the pleasure of the Board or for such period as the Board may specify, and shall exercise such powers, have such titles and perform such du ties as shall be determined from time to time by the Board or by an officer empowered by these Bylaws or the Board to make such determinations.

4.4 Removal. Any officer or agent elected or appointed by the Board may be removed or discharged by the Board whenever in the Board’s judgment the best interests of the Corporation would be served thereby, but such removal or discharge shall be without prejudice to the contract rights, if any, of the person so removed or discharged.

4.5 Salaries and Compensation. Salaries and compensation of all elected officers of the Corporation shall be fixed, increased or decreased by the Board, but this power, except as to the salary or compensation of the Chairman of the Board and the President, may, unless prohibited by law, be delegated by the Board to the Chairman of the Board or the President, or may be delegated to a committee. Salaries and compensation of all other officers, agents and employees of the Corporation may be fixed, increased or decreased by the Board, but until action is taken with respect thereto by the Board, the same may be fixed, increased or decreased by the President or such other officer or officers as may be empowered by the Board to do so.

4.6 Delegation of Authority to Hire, Discharge and Designate Duties. The Board from time to time may delegate to the Chairman of the Board, the President or other officer or executive employee of the Corporation, authority to hire and discharge and to fix and modify the duties and salary or other compensation of employees of the Corporation under the jurisdiction of such person, and the Board may delegate to such officer or executive employee similar authority with respect to obtaining and retaining for the Corporation the services of attorneys, accountants and other professionals and experts.

4.7 Chairman of the Board. If a Chairman of the Board is elected, the Chairman of the Board shall preside at all meetings of the stockholders and directors at which he or she may be present and shall have such other duties, powers and authority as may be prescribed elsewhere in these Bylaws. The Board may delegate such other authority and assign such additional duties to the Chairman of the Board, other than those conferred by law exclusively upon the President or another officer, as the Board may from time to time determine, and, to the extent permissible by law, the Board may designate the Chairman of the Board as the chief executive officer of the Corporation with all of the powers otherwise conferred upon the President of the Corporation under Section 4.8 below, or it may, from time to time, divide the responsibilities, duties and authority for the general control and management of the Corporation’s business and affairs between the Chairman of the Board and the President.

4.8 President.

(a) Unless the Board otherwise provides, the President shall be the chief executive officer of the Corporation with such general executive powers and duties of supervision and management as are usually vested in the office of the chief executive officer of a corporation, and the President shall carry into effect all directions and resolutions of the Board. The President, in the absence of the Chairman of the Board or if there is no Chairman of the Board, shall preside at all meetings of the stockholders and directors.

(b) The President may execute all bonds, notes, debentures, mortgages and other instruments for and in the name of the Corporation, may cause the corporate seal to be affixed thereto, and may execute all other instruments and documents for and in the name of the Corporation.

(c) Unless the Board otherwise provides, the President, or any person designated in writing by the President, shall have full power and authority on behalf of the Corporation to (i) attend and to vote or take action at any meeting of the holders of securities of corporations or other entities in which the Corporation may hold securities, and at such meetings shall possess and may exercise any and all rights and powers incident to being a holder of such securities, and (ii) execute and deliver waivers of notice and proxies for and in the name of the Corporation with respect to any securities held by the Corporation.

(d) The President shall, unless the Board otherwise provides, be ex officio a member of all standing committees.

(e) The President shall have such other or further duties and authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board of Directors.

(f) If a Chairman of the Board is elected or appointed and designated as the chief executive officer of the Corporation, as provided in Section 4.7 above, the President shall perform such duties as may be specifically delegated to the President by the Board or are conferred by law exclusively upon the President, and in the absence or disability of the Chairman of the Board or in the event of the Chairman’s inability or refusal to act, the President shall perform the duties and exercise the powers of the Chairman of the Board.

4.9 Vice Presidents. In the absence or disability of the President or in the event of the President’s inability or refusal to act, any Vice President may perform the duties and exercise the powers of the President until the Board otherwise provides. Vice Presidents shall perform such other duties and have such other authority as the Board may from time to time prescribe.

4.10 Secretary and Assistant Secretaries.

(a) The Secretary shall attend all meetings of the Board and the stockholders and shall record the minutes of such meetings in a book to be kept for that purpose. The Secretary shall perform similar duties for each standing or temporary committee when requested by the Board or such committee.

(b) The Secretary shall keep in safe custody the seal of the Corporation, and shall have authority to affix the seal to any instrument requiring a corporate seal and, when so affixed, the Secretary may attest the seal by signature. The Board of Directors may give or these Bylaws may provide for general authority to any other officer to affix the seal of the Corporation and to attest the seal by signature.

(c) The Secretary shall have the general duties, powers and responsibilities of a secretary of a corporation and shall perform such other duties and have such other responsibility and authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board or the chief executive officer of the Corporation, under whose direct supervision the Secretary shall be.

(d) In the absence or disability of the Secretary or in the event of the inability or refusal of the Secretary to act, any Assistant Secretary or other elected officer may perform the duties and exercise the powers of the Secretary until the Board otherwise provides. Assistant Secretaries shall perform such other duties and have such other authority as the Board may from time to time prescribe.

4.11 Treasurer and Assistant Treasurers.

(a) The Treasurer shall have responsibility for the safekeeping of the funds and securities of the Corporation, shall keep or cause to be kept full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall keep or cause to be kept all other books of account and accounting records of the Corporation. The Treasurer shall deposit or cause to be deposited all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors or by any officer of the Corporation to whom such authority has been granted by the Board.

(b) The Treasurer shall disburse, or permit to be disbursed, the funds of the Corporation as may be ordered, or authorized generally, by the Board, and shall render to the chief executive officer of the Corporation and the directors, whenever they may require, an account of all such transactions as Treasurer, and of those under the Treasurer’s jurisdiction, and of the financial condition of the Corporation.

(c) The Treasurer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board.

(d) The Treasurer shall have the general duties, powers, responsibilities and authorities of a treasurer of a corporation and shall, unless otherwise provided by the Board, be the chief financial and accounting officer of the Corporation.

(e) If required by the Board, the Treasurer shall give the Corporation a bond in a sum and with one or more sureties satisfactory to the Board for the faithful performance of the duties of the Treasurer and for the restoration to the Corporation, in the case of such Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the such Treasurer’s possession or under his control which belong to the Corporation.

(f) In the absence or disability of the Treasurer or in the event of the Treasurer’s inability or refusal to act, any Assistant Treasurer or other elected officer may perform the duties and exercise the powers of the Treasurer until the Board otherwise provides. Assistant Treasurers shall perform such other duties and have such other authority as the Board may from time to time prescribe.

4.12 Duties of Officers May Be Delegated. If any officer of the Corporation is absent or unable to act, or for any other reason that the Board may deem sufficient, the Board may delegate, for the time being, some or all of the functions, duties, powers and responsibilities of any officer to any other officer, or to any other agent or employee of the Corporation or other responsible person.

ARTICLE V

LIABILITY LIMITATION AND INDEMNIFICATION

5.1 Limitation of Liability. No person shall be liable to the Corporation or the stockholders for any loss, damage, liability or expense suffered by the Corporation on account of any action taken or omitted to be taken by such person as a director or officer of the Corporation or of any Other Enterprise (as hereinafter defined) which such person serves or has served as a director or officer at the request of the Corporation, if such person (a) exercised the same degree of care and skill as a prudent person would have exercised under the circumstances in the conduct of his or her own affairs, or (b) took or omitted to take such action in reliance upon advise of counsel for the Corporation, or for such Other Enterprise, or upon statements made or information furnished by directors, officers, employees or agents of the Corporation, or of such Other Enterprise, which such person had no reasonable grounds to disbelieve.

5.2 Indemnification. The Corporation may indemnify and advance expenses to each person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of any Other Enterprise, to the full extent permitted by the laws of the State of Kansas as in effect on the date of the adoption of these Bylaws and as may hereafter be amended.

5.3 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of any Other Enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under this Article V.

5.4 Definitions. For purposes of this Article V, references to:

(a) “the Corporation” shall, if and only if the Board shall determine, include, in addition to the resulting Corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers or persons serving at the request of such constituent corporation as a director or officer of any Other Enterprise, so that any person who is or was a director or officer of such constituent corporation, or is or was serving at the request of such constituent corporation as a director or officer of any Other Enterprise, shall stand in the same position under the provisions of this Article V with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(b) “Other Enterprise” shall include, without limitation, any other corporation, partnership, limited liability company, joint venture, trust or employee benefit plan;

(c) “Director or officer of any Other Enterprise” shall include, without limitation, any person performing similar functions with respect to such Other Enterprise, whether incorporated or unincorporated.

(d) “serving at the request of the Corporation” shall include, without limitation, any service as a director or officer of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article V.

ARTICLE VI

STOCK

6.1 Certificates Representing Shares. Each stockholder shall be entitled to receive a certificate, signed by the Chairman of the Board or the President or a Vice President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation, representing the number of shares owned by such stockholder and registered in the stockholder’s name. Such certificates shall be issued in numerical order. To the extent permitted by law, any or all of the signatures on the certificate may be a facsimile. In the event that any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may nevertheless be issued by the Corporation with the same effect as if such officer, transfer agent or registrar who signed such certificate, or whose facsimile signature shall have been placed thereon, were such officer, transfer agent or registrar of the Corporation at the date of issue.

6.2 Transfers of Stock. Transfers of stock shall be made only upon the stock transfer books of the Corporation, and before a new certificate is issued the old certificate shall be surrendered for cancellation, subject to the provisions of Section 6.5 below. Until and unless the Board appoints some other person, firm or corporation as its transfer agent (and upon the revocation of any such appointment, thereafter until a new appointment is similarly made), the Secretary of the Corporation shall be the transfer agent of the Corporation without the necessity of any formal action of the Board, and the Secretary, or any person designated by the Secretary, shall perform all of the duties of such transfer agent.

6.3 Record Date.

(a) Stockholders’ Meetings. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting except that the Board may fix a new record date for the adjourned meeting.

(b) Stockholders’ Action Without a Meeting. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board, and which date shall be effective for no more than sixty (60) days after such record date. If no record date has been fixed by the Board, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board is required by any statute, the Articles or these Bylaws, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Kansas, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded, and which date shall be effective for sixty (60) days after such record date. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board and prior action by the Board is required by any statute, the Articles or any Bylaw, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action, and such date shall be effective for sixty (60) days after such record date.

(c) Dividends and Other Distributions. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

6.4 Regulations. The Board shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer, conversion and registration of certificates for shares of stock of the Corporation, not inconsistent with the laws of the State of Kansas, the Articles or these Bylaws.

6.5 Lost Certificates. The Board may direct that a new certificate or certificates of stock or uncertificated shares be issued in place of any certificate or certificates theretofore issued by the Corporation, alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate or certificates to be lost, stolen or destroyed. When authorizing the issue of such replacement certificate or certificates of stock or uncertificated shares, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such allegedly lost, stolen or destroyed certificate or certificates, or such owner’s legal representative, to give the Corporation a bond as the Board may direct sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of the certificate or certificates or the issuance of such new certificate or certificates or uncertificated shares.

ARTICLE VII

CORPORATE FINANCE

7.1 Dividends; Redemption. Subject to the Articles and the laws of Kansas, the Board may declare and pay dividends upon the outstanding shares of stock of the Corporation at any meeting, which dividends may be paid in cash, in property or in shares of the Corporation’s capital stock, and may cause the Corporation to purchase or redeem any of its outstanding shares of stock. A director or a member of any committee designated by the Board shall be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board, or by any other person as to matters the director or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation, as to the value and amount of the assets, liabilities or net profits of the Corporation, or both, or any other facts pertinent to the existence and amount of net profits, surplus or other funds from which dividends may properly be declared and paid, or with which the Corporation’s stock may properly be purchased or redeemed.

7.2 Creation of Reserves. The Board may set apart out of any of the funds of the Corporation available for dividends or otherwise a reserve or reserves for any proper purpose and may abolish any such reserve.

7.3 Depositories; Checks. The moneys of the Corporation shall be deposited in the name of the Corporation in such bank or banks or other depositories as the Board shall designate, and all checks or instruments for the payment of money shall be signed by persons designated by resolution adopted by the Board. Notwithstanding the foregoing, the Board by resolution may authorize an officer or officers of the Corporation to designate any bank or banks or other depositories in which moneys of the Corporation may be deposited, and to designate the persons who may sign checks or drafts on any particular account or accounts of the Corporation, whether created by direct designation of the Board or by an authorized officer or officers as aforesaid.

ARTICLE VIII

GENERAL PROVISIONS

8.1 Fiscal Year. The Board shall have power to fix and from time to time change the fiscal year of the Corporation. In the absence of action by the Board, the fiscal year of the Corporation shall end each year on the date which the Corporation treated as the close of its first fiscal year, until such time, if any, as the fiscal year shall be changed by the Board.

8.2 Corporate Seal. The Corporation shall have a corporate seal inscribed within the name of the Corporation and the words “Corporate Seal — Kansas.” The corporate seal may be used by causing it, or a facsimile thereof, to be impressed or affixed or in any manner reproduced.

8.3 Contracts. The Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument or document for, and in the name of, the Corporation, and such authority may be general or confined to specific instances.

8.4 Amendments. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted in the manner provided in the Articles.

CERTIFICATE

The undersigned Secretary of RT KCMO KANSAS, INC., a Kansas corporation, hereby certifies that the foregoing Bylaws are the original Bylaws of the Corporation adopted by the initial directors named in the Articles of Incorporation of the Corporation.

Dated: December 9, 1998

/s/ Susan D. Newman

Name: Susan D. Newman

Title:   Secretary

EX-3.58

Exhibit 3.58

CERTIFICATE OF FORMATION

OF

RT LOUISVILLE FRANCHISE, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6, Section 18-201 of the Delaware Limited Liability Company Act and the acts amendatory thereof and supplemental thereto) hereby certifies that:

FIRST:	The name of the limited liability company is RT Louisville Franchise, LLC (hereinafter referred to as the “Limited Liability Company”).
SECOND:	The address of the registered office and the name and address of the registered agent of the Limited Liability Company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 1013 Central Road, Wilmington, Delaware 19805.

Executed as of the 1^st day of July, 1997.

/s/ Carol D. Newman

Carol D. Newman, Authorized Person

CERTIFICATE OF AMENDMENT

OF

RT LOUISVILLE FRANCHISE, LLC

1. The name of the limited liability company is RT Louisville Franchise, LLC.

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

To change the registered agent in the State of Delaware upon whom process may be served to The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of RT Louisville Franchise, LLC this 31^st day of December, 1998.

/s/ Wayne Roeder

By: Wayne Roeder

Name of signator

EX-3.59

Exhibit 3.59

PARTICIPATION AND

OPERATING AGREEMENT

OF

RT LOUISVILLE

FRANCHISE, LLC

A Delaware Limited Liability Company

TABLE OF CONTENTS

1.	DEFINITIONS		1
2.	FORMATION OF THE COMPANY.		8
	2.1.	Formation	8
	2.2.	Name	8
	2.3.	Registered Office and Agent	9
	2.4.	Principal Place of Business	9
	2.5.	Term	9
	2.6.	Purpose of the Company	9
	2.7.	Qualifying to do Business in Other States	9
3.	MEMBERS.		9
	3.1.	Members; Percentage Interest	9
	3.2.	Additional Members	10
	3.3.	Withdrawal of Members	10
4.	CAPITAL CONTRIBUTIONS		10
	4.1.	Initial Capital Contribution	10
	4.2.	Capital Contribution Upon Exercise of Option	10
	4.3.	Additional Capital Contributions	10
	4.4.	No Interest on Capital Contributions	10
	4.5.	Limitation on Withdrawals	10
5.	CAPITAL ACCOUNTS		11
	5.1.	General Rules	11
	5.2.	Further Adjustments to Capital Accounts	11
	5.3.	Effect of Transfer of Membership Interest	11
6.	ALLOCATIONS OF PROFITS AND LOSSES; TAX ALLOCATIONS		12
	6.1.	General Rules for Allocating Profits and Losses	12
	6.2.	Special Rules Required by Regulations.	12
	6.3.	Tax Allocation	12
	6.4.	Effect on Allocations of New Members or Assignees	12
	6.5.	No Effect on Distributable Cash.	12
7.	CASH DISTRIBUTIONS		13
	7.1.	Distribution Priorities	13
	7.2.	Source of Cash Distributions; Consent Requirement	13
	7.3.	Annual Tax Distributions	13

-i-

8.	MANAGEMENT OF THE COMPANY			13
	8.1.	Number of Managers		13
	8.2.	Initial Manager		13
	8.3.	No Resignation of Manager		13
	8.4.	Removal of Manager; Vacancy		14
	8.5.	Powers of Manager		14
	8.6.	Obligations of Manager		14
	8.7.	Meetings with Members		14
	8.8.	Employment Agreement.		14
	8.9.	Officers		15
	8.10.	Accountants		15
	8.11.	Members Not Involved in Management		15
	8.12.	Compensation		15
9.	FINANCIAL AND TAX REPORTING; INSPECTION RIGHTS.			15
	9.1.	In General.		15
	9.2.	Fiscal Period Financial Reports		15
	9.3.	Annual Financial Reports		16
	9.4.	Internal Reports		16
	9.5.	Outside Reports		16
	9.6.	Business Plans		16
	9.7.	Other Information		16
	9.8.	Inspection Rights		17
10.	RIGHTS AND OBLIGATIONS OF MEMBERS			17
	10.1.	Limitation on Power to Manage		17
	10.2.	Specific Actions Requiring RTI Member Consent		17
		10.2.1.	No Disposition	17
		10.2.2.	No Acquisition	17
		10.2.3.	No Change.	17
		10.2.4.	Deviate From Business Plan	17
		10.2.5.	No Merger or Dissolution.	17
		10.2.6.	Additional Capital Contributions	18
		10.2.7.	Borrowings.	18
		10.2.8.	Affiliates	18
		10.2.9.	Compensation	18
		10.2.10.	Distributions	18
		10.2.11.	Operating Agreement	18
		10.2.12.	Membership Interests	18
		10.2.13.	Franchise and Development Agreements	18
		10.2.14.	Employment Agreement	19

-ii-

	10.3.	No Personal Liability	19
	10.4.	Right to List of Members.	19
	10.5.	No Priority on Return of Capital Contributions or Distributions.	19
	10.6.	No Right to Participate in or Approve Actions	19
11.	MEETINGS OF THE MEMBERS.		19
	11.1.	Call for Meetings	19
	11.2.	Notice	19
	11.3.	Quorum and Voting	19
	11.4.	Proxies	20
	11.5.	Waiver of Notice	20
	11.6.	Action by Written Consent or Telephone Conference	20
12.	TRANSACTION COSTS; WORKING CAPITAL DEBT; FIXED ASSET DEBT		20
	12.1.	Payment or Reimbursement of Transaction Costs	20
	12.2.	Working Capital Debt.	21
	12.3.	Fixed Asset Debt	21
13.	REPRESENTATIONS		21
	13.1.	Organization and Authority of the Executive	21
	13.2.	Organization and Authority of RTI Member	22
14.	RIGHT TO ENGAGE IN COMPETITIVE ACTIVITIES		23
	14.1.	RTI Member Activities	23
	14.2.	Executive Activities	23
15.	LIABILITY AND INDEMNIFICATION.		25
	15.1.	No Liability	25
	15.2.	Right to Indemnification	25
	15.3.	Advance Payment	25
	15.4.	No Additional Liability for Members.	25
	15.5.	Limitations on Indemnification	26
16.	RESTRICTIONS AGAINST DISPOSITION		26
	16.1.	General Restriction	26
	16.2.	Transfers by the RTI Member	26
	16.3.	Dispositions of Interests of Executive	27
	16.4.	Effect of Disposition on Assignee, Transferor and Company.	27
	16.5.	Admission of Assignee as Substitute Member.	27

-iii-

17.	RTI MEMBER OPTION		28
	17.1.	Grant of RTI Member Option	28
	17.2.	Transferees; Payment; Deliveries at Closing	28
	17.3.	Failure by Transferee to Close.	28
18.	CALL RIGHT.		28
	18.1.	Grant of Call Right	28
	18.2.	Call Purchase Price	29
	18.3.	Transferees; Payment; Deliveries at Closing	29
	18.4.	Failure by Transferee to Close.	29
19.	PUT OPTION		29
	19.1.	Grant of Put Option	29
	19.2.	Put Purchase Price	30
	19.3.	Transferees; Payment; Deliveries at Closing	30
	19.4.	Failure by Transferee to Close.	30
20.	ACCOUNTING AND TAX MATTERS		31
	20.1.	Books and Records - Right to Inspect	31
	20.2.	Federal Income Tax Information Return	31
	20.3.	Tax Matters Member	31
	20.4.	Income Tax Elections .,	32
21.	DISS LUTION, LIQUIDATION AND TERMINATION		32
	21.1.	Dissolution	32
	21.2.	Continuation of the Company	32
	21.3.	No Dissolution	33
	21.4.	Liquidation of Assets Upon Dissolution	33
	21.5.	Distribution of Liquidation Proceeds	33
	21.6.	No Obligation to Restore Deficit	34
	21.7.	No Recourse Against Manager or Other Members for Return of Capital	34
	21.8.	Certificate of Cancellation, Certificates of Withdrawal	34
22.	BAR AGAINST CERTAIN ACTIONS CAUSING DISSOLUTION		34
23.	MISCELLANEOUS		34
	23.1.	No Partition	34
	23.2.	Notices	34
	23.3.	Amendments	35
	23.4.	Severability	35
	23.5.	Remedies Not Exclusive	36

-iv-

23.6.	Entire Agreement	36
23.7.	Binding Effect	36
23.8.	Interpretation of Syntax and Headings	36
23.9.	Section, Schedule and Exhibit References	36
23.10.	Saturday, Sunday or Holiday.	36
23.11.	Governing Law	36
23.12.	No Benefit to Creditors	36
23.13.	Effect of Waiver	36
23.14.	Expenses	36
23.15.	Execution in Counterparts	37
23.16.	Mediation	37
23.17.	Arbitration	37
23.18.	Unresolved Disputes	39

-v-

PARTICIPATION AND

OPERATING AGREEMENT

OF

RT LOUISVILLE FRANCHISE, LLC

THIS PARTICIPATION AND OPERATING AGREEMENT (as hereafter amended from time to time, the “Agreement”) is entered into as of December 12, 1997, by and among WAYNE ROEDER, an individual residing in the Commonwealth of Kentucky (“Executive”), RT LOUISVILLE, INC., a Georgia corporation (“RTI Member”), and such other person, corporation or other entity as may from time to time be a Member (as defined herein) hereunder in accordance with the provisions of this Agreement.

In consideration of the agreements contained in this Agreement and other good and valuable consideration, the Members agree as follows:

1. DEFINITIONS. As used in this Agreement, capitalized terms listed in this Section 1 have the indicated meanings. Other capitalized terms used in this Agreement but not otherwise defined have the meanings indicated in the Sections in which they are defined or as the context otherwise requires.

“Act” : The Delaware Limited Liability Company Act, or corresponding provisions of future laws.

“Affiliate”: Any of the following (i) any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with a Member; or (ii) the spouse, descendants, parents or siblings of any Member or Affiliate of a Member, or a trust for the benefit of any such Person or the spouse, descendants, parents or siblings of any such Person.

“Annual Tax Distributions”: As defined in Section 7.3.

“Assignee”: The transferee of a Membership Interest who has not been admitted as a Member but is permitted to hold the Membership Interest pursuant to Section 16 of this Agreement.

“Bankruptcy”: With respect to any Member or the Company, if such Member or the Company: (i) files an application for, or consents to, the appointment of a trustee of any of its assets; (ii) files a voluntary petition in bankruptcy or seeks relief under Title 11 of the United

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States Code, as now constituted or later amended, or files a pleading in any court of record admitting in writing its inability to pay its debts as they come due; (iii) makes a general assignment for the benefit of creditors; (iv) files an answer admitting the material allegations of, or consents to, or defaults in answering, a bankruptcy petition filed against it in any bankruptcy proceeding or petition seeking relief under Title 11 of the United States Code, as now constituted or as later amended; or (v) has entered against it an order, judgment or decree by any court of competent jurisdiction adjudicating such Person a bankrupt or for relief in respect of such Person or appointing a trustee of its assets, and such order, judgment or decree continues unstayed and in effect for any period of 60 consecutive days.

“Business”: As defined in Section 2.6.

“Business Plan”: As defined in Section 9.6.

“Call Closing”: As defined in Section 18.1.

“Call Closing Date”: As defined in Section 18.1.

“Call Equity Value”: The sum of (i) the product of four (4) multiplied by EBITDA of the Company for the consecutive twelve (12) month Fiscal Period ending on the Valuation Date, plus (ii) cash and cash equivalents (excluding noncash working capital) held by the Company as of the Call Closing Date less (iii) Liabilities of the Company as of the Call Closing Date.

“Call Notice”: As defined in Section 18.1.

“Call Period”: As defined in Section 18.1.

“Call Right”: As defined in Section 18.1.

“Capital Account”: With respect to any Member, the capital account maintained for such Member in accordance with provisions of Section 5.

“Capital Contribution”: The total amount of cash and the agreed upon gross fair market value of property contributed to the Company by a Member, minus the amount of any liabilities of such Member assumed by the Company or which are secured by any property contributed by such Member to the Company, all as determined pursuant to the terms of this Agreement, without reduction for any Cash Distributions.

“Capital Lease Obligations”: As to any Person, the obligations of such Person to pay rent or any other amount under lease, but only if such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person maintained in accordance with GAAP or with respect to which the amount of the asset and liability thereunder as so capitalized is required to be disclosed in a note to such balance sheet as so capitalized.

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“Cash Distributions” : Distributable Cash actually disbursed or distributed to a Member (including Annual Tax Distributions).

“Cause”: (i) The commission of any act or omission by the Manager that involves fraud, embezzlement or commission of a felony or other crime of similar import; (ii) the commission of any act or omission by the Manager that constitutes financial dishonesty against the Company, the RTI Member, any of their Affiliates, or any other Member; (iii) the Manager’s material dereliction of duty to the Company, any of its Affiliates, or any Member; (iv) the Manager’s refusal or failure to follow the written directives of the Members consistent with the terms of this Agreement if not cured within fifteen (15) days of notice of failure; (v) a breach by the Company under any of the RTI Documents which entitles RTI to terminate such document; (vi) the breach of this Agreement by the Manager which is not cured within fifteen (15) days after notice from RTI; (vii) an Employment Termination Event; (viii) the Bankruptcy of the Manager; or (ix) the default by the Company on any Working Capital Debt, Fixed Asset Debt or Indebtedness of the Company if the holder of any such Indebtedness has declared the Company to be in default.

“Code”: The Internal Revenue Code of 1986, as amended, or the corresponding provisions of any successor law.

“Company”: RT Louisville Franchise, LLC, a Delaware limited liability company. “Company Sale”: As defined in Section 19.4.1.

“Development Agreement”: The Ruby Tuesday, Inc. Development Agreement between RTI and the Company, with respect to the future development of Restaurants by the Company in the “Territory” as defined and described in the Development Agreement.

“Disability”: Any physical, emotional or mental injury, illness or incapacity which would prevent a person from performing the obligations set forth in this Agreement for at least ninety (90) consecutive days from which condition recovery within ninety (90) days from the date of determination of disability is unlikely. Disability shall be determined by a licensed practicing physician selected by the RTI Member, upon examination of the person; or if the person refuses to submit to an examination, then such person automatically shall be deemed disabled as of the date of such refusal for the purposes of this section. The costs of any examination required by this section shall be paid by the RTI Member.

“Dispose”: To make a Disposition.

“Disposition” : A transfer, gift, bequest, assignment, sale, pledge or other disposition, whether voluntary or by operation of law.

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“Distributable Cash”: All funds, securities and similar cash or like assets of the Company from whatever source which are available for distribution to the Members, including but not limited to the amounts by which the Company’s cash receipts exceed the Company’s cash disbursements, after being reduced for allowances for reserves for contingencies, working capital and anticipated obligations.

“EBITDA”: On a Company-wide basis, the net income of the Restaurants determined for any period, plus depreciation, amortization, interest, taxes, and non-cash charges for the period for which such net income is determined, all determined in accordance with GAAP.

“Employment Agreement”: As defined in Section 8.8.1.

“Employment Termination Event”: The termination of Executive for “Cause” (as defined in the Employment Agreement), the closing of either the Call Right or the Put Option, or Executive terminates his or her employment for reasons other than death or Disability as provided in Section 5 of the Employment Agreement.

“Fiscal Period”: The shortest regular fiscal period for which RTI requires financial reporting from the Company, which is currently a quarterly 5-4-4 week period.

“Fiscal Year”: The taxable year of the Company for federal income tax purposes, which shall be the calendar year.

“Fixed Asset Debt”: Any and all sums due and owing by the Company to lenders or landlords at any time, whether arising out of, or in connection with, the Acquisition or otherwise, which relates to or is secured by fixed assets of the Company, including without limitation, all obligations of the Company, as lessee, to lessors, to pay rent and other amounts due under leases of Restaurants. Amounts, if any, owed to Commercial Lending Corporation or its successor under its Promissory Note [CLC 1997-1 Program] and related documentation, if any, shall be Fixed Asset Debt hereunder.

“GAAP”: Generally accepted accounting principles as in effect in the United States of America, consistently applied.

“General Manager”: As defined in Section 16.3.1.

“Indebtedness” : As to any Person, (i) all obligations (including for the payment of interest, commissions and expenses) of such Person with respect to the repayment of borrowed money and for the deferred purchase price of property, and obligations evidenced by bonds, debentures, notes or other similar instruments including, without limitation, any Fixed Asset Debt and Working Capital Debt, and (ii) all Capital Lease Obligations.

“Indemnitee”: As defined in Section 15.2.

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“Laws”: All applicable laws (whether statutory or otherwise), rules, regulations, orders, ordinances, judgments, decrees, orders, writs, injunctions and other requirements having the force of law of all governmental authorities (federal, state, local, foreign or otherwise).

“Leased Restaurant”: Any Restaurant in which the Company holds a leasehold interest in the real property upon which such Restaurant is located.

“Liabilities” : As to the Company, the aggregate of Indebtedness plus all other liabilities which are of a nature required by GAAP to be set forth on the balance sheet of the Company, including, without limitation, accounts payable, accrued liabilities and deferred taxes. Notwithstanding the foregoing, “Liabilities” shall exclude Indebtedness which is either (i) secured by a mortgage or similar instrument on real property and improvements of the Company, or (ii) a Capital Lease Obligation relating to real property and improvements occupied by the Company, if the fair market value of the real property and improvements equals or exceeds the amount of Indebtedness so secured or so subject to a Capital Lease Obligation. In the event of a dispute with respect to fair market value, the parties to such dispute shall obtain an independent appraisal thereof.

“Lien”: Any security interest, mortgage, pledge, lien, claim, charge, encumbrance, conditional sale or title retention agreement, lessor’s interest under a lease or analogous instrument, affecting a Person’s property or estate.

“Manager”: The Person designated as manager of the Company in accordance with the provisions of Section 8 and its successor(s) as manager determined as provided in Section 8.

“Manager Representative”: Any member, manager, officer, employee or agent of the Manager.

“Member”: Executive and RTI and any other Person who becomes a member in the Company in accordance with the terms of this Agreement.

“Membership Interest”: The entire interest of a Member as a member of the Company, including the Member’s (i) Capital Account, (i) interest in the Company’s Profits and Losses, (ii) interest in the Company’s Taxable Income and Tax Loss; (iv) interest in Distributable Cash; and (v) right to participate as a Member, all to the extent provided in this Agreement and under the Act.

“New Restaurant”: Any Restaurant acquired or opened by the Company within 12 months prior to the Valuation Date.

“Owned Restaurant”: Any Restaurant in which the Company holds fee title to the real property upon which such Restaurant is located.

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“Percentage Interest”: With respect to any Member, such member’s Membership Interest expressed as a percentage of all Membership Interests in the Company as such interest may be changed as the result of the exercise of the RTI Option or the admission of any additional Members pursuant to Section 3.2. The initial Percentage Interests of the Members shall be as follows:

Executive	99%
RTI	1%

At the time of the exercise of the RTI Member Option, the Percentage Interests of the Members shall be as follows:

Executive	50%
RTI Member -	50%

The Percentage Interests of the Members may be amended at such other times as the Members agree in writing or upon the admission of an additional Member pursuant to Section 3.2.

“Person”: Any individual, corporation, partnership (general or limited), association, trust, joint stock company, limited liability company, unincorporated organization or other entity.

“Profits” and “Losses”: For each Fiscal Year or other period, an amount equal to the Company’s Taxable Income or Tax Loss for such year or other period, with the following adjustments:

(i) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses shall be added to such Taxable Income or Tax Loss.

(ii) Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures under Treasury Regulations and not otherwise taken into account in computing Profits or Losses shall be subtracted from such Taxable Income or Tax Loss.

(iii) The Manager shall make any further adjustments required under applicable Treasury Regulations (including adjustments required as a result of an election to adjust “book values within the meaning of Treasury Regulation Section 1.704-1(b)(2)(iv)(t), provided that the Manager shall have obtained the prior written consent of RTI in each instance.

“Purchase Agreement”: As defined in Section 2.6.1.

“Put Closing”: As defined in Section 19.1.

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“Put Closing Date”: As defined in Section 19.1.

“Put Equity Value”: the sum of (i) the product of four (4) multiplied by the average of EBITDA of the Company for each of three consecutive twelve (12) month Fiscal Periods, the last of which ends on the Valuation Date, plus (ii) the cash and cash equivalents (excluding non­cash working capital) held by the Company as of the Put Closing Date less (iii) Liabilities of the Company as of the Put Closing Date. In the event three (3) consecutive twelve (12) month periods shall not have elapsed by the Valuation Date, EBITDA shall be annualized for the period commencing on the date hereof and ending on the Valuation Date.

“Put Notice”: As defined in Section 19.1.

“Put Option”: As defined in Section 19.1.

“Put Period”: As defined in Section 19.1.

“Restaurants”: All Ruby Tuesday restaurants owned and operated by the Company, including any additional Ruby Tuesday restaurants acquired, developed or opened by the Company during the term of the Agreement.

“Restricted Payments”: Any payment of any kind to anyone with a direct or indirect equity interest in the Company (whether as a partner, shareholder, manager, member, or other­wise), or to any of their respective Affiliates, whether characterized as distributions or dividends to partners, shareholders or members, and whether made to them in their capacities as partners, shareholders, members or otherwise, as repayments of loans, or as salary, bonus or other compensation; except for (i) such compensation to Executive under his Employment Agreement, or (ii) any obligations owing to the RTI Member or RTI (or its successors or assigns) under or with respect to the Working Capital Debt, the RTI Documents or other liability or obligation of the Company to the RTI Member to which the Executive has consented.

“RTI”: Ruby Tuesday, Inc., a Georgia corporation, and its successors and assigns.

“RTI Common Stock”: Shares of the common capital stock $.01 par value, of RTI.

“RTI Documents”: The Ruby Tuesday, Inc. Operating Agreement with respect to the Company, the Development Agreement, the Service Agreement and the other agreements and documents referenced in or attached to such agreements.

“RTI Member Option”: The option exercisable by the RTI Member to increase its Percentage Interest to 50% hereunder as provided in Section 17.1 hereof.

“RTI Member Option Closing”: As defined in Section 17.1.

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“RTI Member Option Closing Date”: As defined in Section 17.1.

“RTI Member Option Notice”: As defined in Section 17.1.

“RTI Member Option Period”: As defined in Section 17.1.

“RTI Stock Price” means the average closing price per share of RTI Common Stock as reported in The Wall Street Journal for each of the twenty (20) consecutive trading days ending prior to the Call Closing Date or Put Closing Date, as applicable.

“Service Agreement”: The Ruby Tuesday, Inc. Support Services Agreement between RTI and the Company with respect to the administrative support services to be provided by RTI to the Company as provided therein.

“Taxable Income” or “Tax Loss”: For each Fiscal Year or other period, the positive or negative amount equal to the Company’s taxable income or loss for such year or other period, determined in accordance with Code Section 703(a), except that all items of income, gain, loss or deduction required to be separately stated pursuant to Code Section 703(a)(1) shall be included in taxable income or loss.

“Transferee”: As defined in Section 17.2.

“Treasury Regulations”: The Treasury Regulations promulgated pursuant to the Code.

“Valuation Date”: With respect to a Call Right, the end of the Fiscal Period immediately preceding the date of the Call Notice and, with respect to a Put Option, the end of the Fiscal Period immediately preceding the date of the Put Notice.

“Working Capital Debt”: Any and all sums due and owing by the Company to lenders at any time and however arising which relates to or is secured by the working capital assets of the Company. Amounts owed, if any, under the Line of Credit Agreement between the Company and SunTrust Bank Atlanta from time to time shall be Working Capital Debt hereunder.

2. FORMATION OF THE COMPANY.

2.1. Formation. The Company was formed upon the filing of a Certificate of Formation of the Company with the office of the Secretary of State of Delaware. The Company constitutes a limited liability company formed pursuant to the Act and shall be governed by and operated in accordance with the provisions of this Agreement.

2.2. Name. The name of the Company is RT Louisville Franchise, LLC.

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2.3. Registered Office and Agent. The initial registered office of the Company in Delaware is c/o Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805. The Company’s registered agent at that address is Corporation Service Company.

2.4. Principal Place of Business. The Company’s principal place of business shall be at 8808 Brittany Drive, Louisville, Kentucky 40220, or such other location as the Manager shall determine with the consent of all Members.

2.5. Tenn. The term of the Company commenced on the filing of the Certificate of Formation with the Office of the Secretary of State or Delaware and shall continue until December 31, 2047, unless terminated earlier pursuant to the terms of this Agreement.

2.6. Purpose of the Company. The purposes of the Company (collectively referred to as the “Business”) are as follows:

2.6.1. To develop from time to time nine (9) additional Restaurants pursuant to rights granted to the Company in the Development Agreement, which development may involve the purchase, ownership, lease, maintenance, improvement, management, sale or other disposition of real property, with improvements situated on such real property and the financing of such real property interests and improvements.

2.6.2. To operate each of the Restaurants pursuant to the RTI Documents.

2.6.3. Subject to any limitations contained in this Agreement, to do any and all other acts and things which may be necessary, incidental or convenient to carry on the foregoing purposes of the Company.

2.7. Qualifying to do Business in Other States. The Manager shall cause to be filed the required applications to do business in those states where the nature of the Company’s business requires that it be qualified to do business in that state as a foreign limited liability company, including all states where any Restaurants are to be located.

3. MEMBERS.

3.1. Members; Percentage Interest. Executive and the RTI Member are the initial Members of the Company and are hereby admitted as Members of the Company as of the date of this Agreement.

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3.2. Additional Members. No additional Persons shall be admitted as Members of the Company except as follows:

3.2.1. The admission of any Person other than the RTI Member or Executive as a Member, with the consent of all Members, in which event such Person shall have a Percentage Interest as shall be agreed upon by all Members, and the Percentage Interest of the other Members shall then be modified proportionately, based upon their then Percentage Interest; and

3.2.2. The admission of a Person as a Member resulting from a Disposition pursuant to Section 16 or 19, in which event the Transferee shall have the Percentage Interest disposed of by the transferor. Executive may transfer certain of his or her Membership Interests to General Managers of the Company, as provided in Section 16.3 of this Agreement.

3.3. Withdrawal of Members. No Member shall have the right or power to withdraw from the Company as a Member, except for a transferor Member whose Assignee is admitted as a Member pursuant to Section 16.5 or except as otherwise provided by this Agreement.

4. CAPITAL CONTRIBUTIONS.

4. 1. Initial Capital Contribution. Contemporaneous with the execution of the Agreement: (i) Executive shall make an initial Capital Contribution equal to $100,000 in cash in exchange for 99% of the Membership Interests; and (ii) the RTI Member shall make an initial capital contribution of $1,000, which represents a portion of expenses and fees paid by the RTI Member in connection with the organization and financing of the Company and which shall be deemed a capital contribution hereunder, in exchange for 1% of the Membership Interests.

4.2. Capital Contribution Upon Exercise of Option. Upon exercise of the RTI Member Option, the RTI Member shall make a capital contribution of $500,000 to the Company, payable, at RTI’s option, either in cash or cancellation of Indebtedness of the Company to the RTI Member. Such capital contribution shall be credited solely to the Capital Account of the RTI Member.

4.3. Additional Capital Contributions. Except for Capital Contributions described in Sections 4.1 and 4.2 above, no further Capital Contributions to the Company shall be made by any Person without the consent of all Members.

4.4. No Interest on Capital Contributions. No Member shall be entitled to receive interest on any Capital Contribution.

4.5. Limitation on Withdrawals. No Member shall have the right to demand the withdrawal of any portion of its Capital Account at any time, except as specifically set forth in this Agreement.

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5. CAPITAL ACCOUNTS.

5.1. General Rules. Each Member shall have a Capital Account which shall be maintained in accordance with the following provisions:

5.1.1. Each Capital Account respecting a Membership Interest shall be credited with the amount of the Member’s initial Capital Contribution contributed in accordance with this Agreement.

5.1.2. Each Capital Account respecting a Membership Interest shall be increased by (i) the amount of any additional cash contributed by such Member to the Company; (ii) the fair market value (as agreed to by all Members) of any property contributed by such Member to the Company; (iii) the amount of any Company liabilities assumed by such Member or which are secured by any property distributed to such Member as determined under Code Section 752; and (iv) the amount of any Profits or items thereof allocated to such Member pursuant to this Agreement.

5.1.3. Each Capital Account respecting a Membership Interest shall be reduced by (i) the amount of any cash distributed to such Member from the Company, except cash paid to Executive under the Employment Agreement or cash paid to the RTI Member with respect to amounts owed or owing to the RTI Member; (ii) the fair market value (as agreed to by all Members) of any property distributed by the Company to such Member; (iii) the amount of any liabilities of such Member assumed by the Company or which are secured by any property contributed by such Member to the Company as determined under Code Section 752; and (iv) the amount of any Losses or items thereof allocated to such Member pursuant to this Agreement.

5.2. Further Adjustments to Capital Accounts. The foregoing provisions relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulation §1.704-1(b)(2)(iv), and (to the extent possible) shall be interpreted and applied in a manner consistent with such Treasury Regulation. If the Manager determines that it is necessary or appropriate to modify the manner in which Capital Accounts are computed in order to (i) comply with applicable Treasury Regulations, (ii) select any options available under the Treasury Regulations not otherwise specified in this Agreement (including an election under Treasury Regulation Section 1.704-1(b)(2)(iv)(f) to adjust the “book values” of the Company’s assets and Capital Accounts), or (iii) make adjustments that the Manager deems equitable or practicable and consistent with the Members’ economic interests in the Company, then the Manager may make such modification or adjustment or select such option, provided that such action is first approved by RTI, which approval shall not be unreasonably withheld.

5.3. Effect of Transfer of Membership Interest. In the event that all or a portion of any Membership Interest is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Membership Interest.

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6. ALLOCATIONS OF PROFITS AND LOSSES; TAX ALLOCATIONS.

6.1. General Rules for Allocating Profits and Losses. Except as provided in Section 6.2, Profits and Losses (and each item thereof) shall be allocated among the Members in accordance with the Members’ respective Percentage Interests.

6.2. Special Rules Required by Regulations. Notwithstanding the provisions of Section 6.1, the Company’s allocations of Profits and Losses (or items thereof) shall reflect those adjustments or modifications which the Manager reasonably deems necessary or appropriate to cause the allocations to have “substantial economic effect” as defined in applicable Treasury Regulations. Any such adjustments or modifications must be approved by the RTI Member (which approval shall not be unreasonably withheld).

6.3. Tax Allocation.

6.3.1. For income tax purposes, except as otherwise provided by Laws, all items of income, gain, loss, deduction and credit of the Company for any Fiscal Year shall be allocated among the Members in the same manner that Profits and Losses (and items thereof) are allocated for that year. Any elections or decisions related to tax allocations (to the extent not otherwise provided for in this Section 6) shall be made by the Manager with the consent of all Members in any manner that reasonably reflects the purpose and intention of this Agreement, consistent with applicable Treasury Regulations.

6.3.2. In accordance with Code Section 704(c) and the Treasury Regulations promulgated under the Code, income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members, solely for tax purposes, so as to take into account any variation between the adjusted basis of such property to the Company for federal income tax purposes and its fair market value upon contribution.

6.4. Effect on Allocations of New Members or Assignees. In the event that new Members are admitted to the Company or Persons become Assignees on other than the first day of any Fiscal Year, Profits and Losses for such Fiscal Year shall be allocated among the Members and Assignees in accordance with Code Section 706, using any convention permitted by Law and selected by the Manager with the consent of all Members.

6.5. No Effect on Distributable Cash. The provisions of this Section 6 shall have no relevance whatsoever for purposes of determining each Member’s share of the Company’s Distributable Cash or liquidation proceeds, which shall be determined exclusively in accordance with the provision of Sections 7 and 21, respectively.

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7. CASH DISTRIBUTIONS.

7.1. Distribution Priorities. Except as otherwise provided in Sections 7.2, 7.3 and 21.5, all Cash Distributions shall be made to the Members pro rata, based upon their respective Percentage Interests.

7.2. Source of Cash Distributions; Consent Requirement. The Company shall distribute an amount equal to the Annual Tax Distribution as determined under Section 7.3, to the extent Distributable Cash is available in any Fiscal Year for such distribution or within 60 days after the end of such Fiscal Year. Distributions for estimated tax payments actually owed by each Member with respect to Member income may be made for such years that Annual Tax Distributions are projected to be owed. The rate to be determined with respect to each Member shall consider such Member’s actual taxable income inclusive of all other income. Such distributions can be made at any time in the reasonable discretion of the Manager, subject to the prior consent of the RTI Member. To the extent any Cash Distribution constitutes a portion of the Annual Tax Distribution for the prior Fiscal Year, it shall be disregarded for purposes of the Annual Tax Distribution in the current Fiscal Year. With respect to all Cash Distributions in excess of the Annual Tax Distribution with respect to any Fiscal Year, such Cash Distributions shall be distributed to the Members only out of Distributable Cash, in the reasonable discretion of the Manager, but subject in each instance to the prior consent of the RTI Member.

7.3. Annual Tax Distributions. For purposes of Section 7.2, the Annual Tax Distributions payable with respect to any Fiscal Year shall equal the amount which if a positive number is the lesser of the following calculations: (i) the product of the actual net federal and state income taxes by each member incurred on the Taxable Income of the Company in such Fiscal Year, and (ii) the actual net federal and state income taxes by each Member incurred on the cumulative positive or negative Taxable Income of the Company for all previous Fiscal Years of the Company and such Fiscal Year, it being the intent of this section that no Annual Tax Distribution shall be made with respect to Taxable Income which is, on a net basis, offset by negative Taxable Income in prior Fiscal Years.

8. MANAGEMENT OF THE COMPANY.

8.1. Number of Managers. The Company shall have one (1) Manager who shall have the title of President and Chief Executive Officer of the Company.

8.2. Initial Manager. Executive is hereby designated as the initial Manager.

8.3. No Resignation of Manager. For as long as this Agreement remains in effect, the Manager shall not resign from the office of Manager of the Company.

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8.4. Removal of Manager; Vacancy. The RTI Member shall have the right to remove the Manager effective immediately for Cause; provided, however, that the RTI Member will not exercise its right to remove the Manager for Cause during the first twelve (12) consecutive months from the date of this Agreement if the sole reason for the Manager’s removal for Cause would be the breach of the Development Agreement. Upon removal, the RTI Member shall be entitled to exercise its Call Right as provided in Section 18 of this Agreement.

8.4.1. If there is a vacancy in the office of Manager for any reason, including due to a Manager’s removal by the RTI Member pursuant to this Section 8.4, then a successor Manager or Managers (which may be an Affiliate of the RTI Member) shall be selected by the RTI Member in its sole discretion.

8.5. Powers of Manager. Except for situations in which the approval, consent or any other action of the Members is expressly required or permitted by this Agreement or by the Act, including without limitation those matters set forth in Section 10.2 requiring the consent of the RTI Member, the Manager shall have complete authority and responsibility for the management and control of the Business of the Company, including all day-to-day operations of the Business of the Company.

8.6. Obligations of Manager. The Manager shall use good faith efforts to: (i) continue the Company’s existence as a limited liability company under the Laws of Delaware and of every other jurisdiction in which such existence is necessary to protect the limited liability of the Members or to enable the Company to conduct the Business; (ii) carry out the Business in accordance with the provisions of this Agreement, the Business Plan and applicable Laws; and (iii) exercise all powers and authority consistent with the Business of the Company and the terms of this Agreement.

8.7. Meetings with Members. The Manager shall meet with the RTI Member and such other Members who desire to attend, on a regular basis (not less frequently than monthly) by telephone if agreeable to all involved, to keep the RTI Member and the other Members informed of the Company’s affairs.

8.8. Employment Agreement.

8.8.1. Concurrently with the execution of this Agreement, the Company is entering into an employment agreement with Executive (“Employment Agreement”) in the form attached as Schedule 8.8.1, who will serve as President and Chief Executive Officer of the Company. In no event will the aggregate compensation and benefits of Executive exceed amounts provided in the Employment Agreement.

8.8.2. Executive will be an employee of the Company carrying out the Company’s Business and affairs, and the Company agrees that the Members and the RTI Member are third-party beneficiaries of the Employment Agreement. If the Company shall fail

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to take any actions on behalf of, or exercise any rights or remedies available to, the Company in connection with the amendment, renewal or termination of the Employment Agreement after written notice to do so from the RTI Member, then the RTI Member may do so in the place and stead of the Company on its behalf, and any actions so taken by the RTI Member in such connection shall constitute the action of the Company and be binding upon the Company and Executive.

8.9. Officers. The Manager, with the consent of the RTI Member, may designate one or more individuals to be officers of the Company, and any officers so designated shall have such title, authorities and duties as the Manager may delegate to them, but in no event to exceed the authority granted to the Manager pursuant to this Agreement. Any officer may be removed as such (i) at any time by the Manager, provided that the president and chief executive officer may only be removed with the consent of the RTI Member, or (ii) by the RTI Member acting alone if the RTI Member removes the Manager pursuant to Section 8.2. Officers may be Affiliates of a Member or the RTI Member. The initial officers of the Company shall be:

Wayne Roeder                     President and Chief Executive Officer

8.10. Accountants. The Company shall engage a firm of independent certified public accountants, acceptable in all respects to the RTI Member to audit the affairs of the Company. The Company shall not terminate the services of the accounting firm or select a new accounting firm without the RTI Member’s prior written consent, in each instance.

8.11. Members Not Involved in Management. Except for situations in which the approval, consent or any other action of Executive, the RTI Member or the Members generally is expressly required or permitted by this Agreement or by the Act, the Members shall take no part in the management of, shall not contribute any services to, and shall have no authority to act on behalf of, or to bind, the Company.

8.12. Compensation. No compensation shall be paid to the Manager in its capacity as a Manager except pursuant to the Employment Agreement, without the prior written consent of the RTI Member.

9. FINANCIAL AND TAX REPORTING; INSPECTION RIGHTS.

9.1. In General. The Manager covenants and agrees to furnish to each of the Members the reports, information, tax returns, other documents and inspection rights set forth in this Section 9.

9.2. Fiscal Period Financial Reports. As soon as available after the end of each Fiscal Period ending before the end of a Fiscal Year, the Manager shall furnish to each Member copies of the Company’s balance sheet as of the end of each such Fiscal Period, and

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of the related statements of income and cash flows for each such Fiscal Period and for the portion of the Fiscal Year ended with the last day of each such Fiscal Period, all if, as and when prepared.

9.3. Annual Financial Reports. As soon as available, and in any event within 45 days after the end of each Fiscal Year of the Company, the Manager shall furnish to each Member certified copies of the Company’s balance sheet as of the end of such Fiscal Year, and of the related statements of operations, statements of income and cash flows for such Fiscal Year, together with the notes thereto, all in reasonable detail and stating in comparative form the respective figures as of the end of and for the previous Fiscal Year and for such Fiscal Year. Such certified financial statements shall be accompanied by an auditor’s opinion on the statement of operations, balance sheet and statements of income and cash flow along with the appropriate footnote disclosures. Such financial statements shall be prepared in accordance with GAAP and in accordance with generally accepted auditing standards.

9.4. Internal Reports. If, as and when generally disseminated to any other Member, the Manager or executive employees of the Company, the Manager shall furnish to each Member copies of all financial reports, data or the analysis of such data with respect to sales, expenses, cash flow, projections, forecasts, budgets or any other aspect of the financial performance needs of the Company prepared by or on behalf of management of the Company for the uses and purposes of the Company.

9.5. Outside Reports. If, as and when generally disseminated to others, the Manager shall furnish to each Member copies of all financial reports, data or the analysis of such data with respect to sales, expenses, cash flow, projections, forecasts, budgets or any other aspect of the financial performance or needs of the Company prepared by or on behalf of the Company.

9.6. Business Plans. The Manager shall prepare and submit a proposed business plan to the RTI Member for its approval at least 90 days prior to the end of each Fiscal Year. Each such proposed business plan shall be subject to the approval of the RTI Member and when and if such proposed business plan is approved by the RTI Member or any other Member, it shall constitute and be referred to as a “Business Plan.” The Manager shall implement the Business Plan (once so approved) and shall be authorized, without the need for further approval by the RTI Member, to make the expenditures and incur the obligations provided for in the Business Plan. In the event of any material change in any item indicated in the Business Plan, the Manager shall promptly notify the RTI Member and, if requested by the RTI Member, shall prepare and submit to the RTI Member for approval, a revised proposed business plan reflecting such material change.

9.7. Other Information. With reasonable promptness after reasonably being requested by a Member, from time-to-time, the Manager shall furnish to each Member all such other information regarding the Company’s business condition and financial condition as the Members may from time to time reasonably request including, without limitation, tax information and information relating to Annual Tax Distributions.

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9.8. Inspection Rights. At any time and from time to time, each Member shall have the right to visit and inspect any of the Restaurant sites and other properties of the Company, to examine the Company’s books of account and records (and to make copies and extracts therefrom at the Company’s expense), and to discuss the Company’s affairs, finances and accounts with the Company’s officers, employees and accountants.

10. RIGHTS AND OBLIGATIONS OF MEMBERS.

10.1. Limitation on Power to Manage. Except for the additional rights of the RTI Member set forth in Section 10.2 or unless authorized to do so pursuant to this Agreement, no Member, employee or agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable for any obligations.

10.2. Specific Actions Requiring RTI Member Consent. Except to the extent otherwise provided by the Business Plan then in effect for the current Fiscal Year, so long as the RTI Member (or any of its Affiliates) is a Member, then without the prior written consent of the RTI Member, which consent may be granted or withheld in the RTI Member’s sole discretion, the Members covenant and agree as follows:

10.2.1. No Disposition. The Company shall not sell, transfer, otherwise dispose of any of its assets including, without limitation, any of the Restaurants, except for (i) assets with a fair market value, in the aggregate of less than $10,000 in any single transaction or series of related transactions, (ii) sales of inventory in the ordinary course of business, and (iii) the replacement of equipment with new equipment.

10.2.2. No Acquisition. Except for the opening of additional Restaurants pursuant to the Development Agreement or the Business Plan, the Company shall not acquire any business on a going-concern basis, whether by the acquisition of assets or of interests (equity or otherwise) in any Person, or otherwise, or make or purchase any investment (including, without limitation, any Indebtedness, any guarantee or any ownership or similar interest in any Person) or make any loan or advance to any Person.

10.2.3. No Change. The Company shall not change its Business or engage in or conduct any business activities, other than the Business.

10.2.4. Deviate From Business Plan. The Company shall not deviate in any material respect from the Business Plan then in effect for the current Fiscal Year.

10.2.5. No Merger or Dissolution. The Company shall not enter into any transaction of merger or consolidation with any Person or dissolve, liquidate or terminate or commence bankruptcy or insolvency proceedings, or take any steps to effect any such merger, consolidation, dissolution, liquidation, termination, bankruptcy or insolvency.

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10.2.6. Additional Capital Contributions. The Company shall not make a call for, or accept from any Member, any additional Capital Contributions.

10 .2. 7. Borrowings. The Company shall not incur any Indebtedness, or enter into any guarantee or other contingent obligation with respect to any other Person’s Indebtedness, or otherwise create any Lien on any of the Company assets, other than as expressly contemplated by, or pursuant to, the Working Capital Debt, the Fixed Asset Debt, the Business Plan or as otherwise provided in this Agreement.

10.2.8. Affiliates. The Company shall not enter into any agreement, arrangement or other transaction of any kind with any Member or any of its Affiliates, other than as provided in this Agreement.

10.2.9. Compensation. The Company shall not provide, or enter into any agreement or arrangement to provide, any compensation, benefits or other remuneration to any Member or to any member, manager, employee, agent or Affiliate of any Member, other than (i) to Executive under the Employment Agreement, and (ii) to any Affiliate of Executive for services actually rendered to the Company at rates not to exceed customary and usual rates paid for the same or similar services to unrelated third parties on an arm’s-length basis, but in no event to exceed $30,000 in the aggregate in any Fiscal Year.

10.2.10. Distributions. The Company shall not make any Restricted Payments to any Member or its Affiliates, other than (i) Cash Distributions which do not require Member consent under Section 7.2, (ii) payments permitted pursuant to Section 10.2.9, and (iii) distribution pursuant to Section 21.5.

10.2.11. Operating Agreement. This Agreement shall not be amended, modified, terminated or waived except as provided in Section 23.3.

10.2.12. Membership Interests. Except for the Membership Interests which may be granted to a successor Manager pursuant to this Agreement and the Membership Interests granted to the RTI Member under the RTI Member Option as, if and when it exercises the R TI Member Option, the Company shall not issue any additional Membership Interests or any warrants, options, rights or interests to acquire, or which can be converted into, Membership Interests.

10.2.13. Franchise and Development Agreements. The Company shall not amend, modify, terminate or waive the RTI Documents.

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10.2.14. Employment Agreement. The Company shall not take any actions or exercise any rights or remedies with respect to the amendment, renewal or termination of the Employment Agreement. The Company shall not take any other actions or exercise any other rights or remedies available to it under or with respect to the Employment Agreement, other than actions, rights or remedies consistent with the terms of the Employment Agreement and so as not to adversely affect the Company’s interests with respect to the Employment Agreement or the amendment, renewal or termination of such Employment Agreement.

10.3. No Personal Liability. No Member shall be personally liable for any debts, liabilities or obligations of the Company, except as provided in Section 18-607 of the Act.

10.4. Right to List of Members. Upon the written request of any Member, the Manager shall provide a list showing the names, addresses and Percentage Interests of all Members.

10.5. No Priority on Return of Capital Contributions or Distributions. Except as otherwise provided in this Agreement, no Member shall have priority over any other Member as to the return of any Capital Contributions or as to distributions, including Distributable Cash.

10.6. No Right to Participate in or Approve Actions. Except as otherwise provided in the Act or in this Agreement, the Members, in their capacities as Members, shall not have the right to participate in the affairs of the Company or to approve or vote on any action of the Company.

11. MEETINGS OF THE MEMBERS.

11.1. Call for Meetings. Meetings of the Members for anyone or more purposes may be called by (i) the Manager; (ii) any Member having aggregate Percentage Interests of at least 20 percent; or (iii) the RTI Member. Such request shall state the purpose or purposes of the meeting. Meetings of the Members shall be held at the principal executive office of the Company, unless otherwise agreed by the RTI Member and the Executive.

11.2. Notice. Not less than 10 nor more than 60 days before any meeting of the Members, written notice stating the time and place of such meeting, and the purposes for which such meeting is called, shall be delivered or mailed to each Member, at the address of such Member as it appears upon the books of the Company or, if such Member has filed with the Company a written request that notices be mailed to some other address, than to the address designated in such request.

11.3. Quorum and Voting. Members owning a majority of the Percentage Interests shall constitute a quorum if present in person or by proxy. On all matters on which the Members have the right to vote as provided in this Agreement or applicable Law, the

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affirmative vote of Members owning Membership Interests constituting a majority of the Percentage Interests shall decide any such election or question brought before the meeting, unless the election or question is one upon which, under an express provision of Law or this Agreement, a different vote is required (including without limitation those items specified in Section 10.2), in which case such express provision shall govern and control the decision of such election or question.

11.4. Proxies. At any meeting of the Members, a Member may vote by proxy executed in writing by the Member or by the Member’s duly authorized attorney-in-fact. Such proxy shall be filed with the Company before or at the time of the meeting. Unless otherwise provided therein, a proxy shall not be valid more than three years after the date of its execution, unless the proxy provides for a longer period.

11.5. Waiver of Notice. Whenever written notice is required to be given to a Member, a written waiver of notice signed by the Member entitled to such notice (whether, in the case of notice of a meeting, the written waiver of notice is signed before or after the meeting) shall be in all respects tantamount to notice. Attendance of a Member at a meeting of the Members shall constitute a waiver of notice of such meeting, except where a Member attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

11.6. Action by Written Consent or Telephone Conference. Any action permitted or required by the Act or this Agreement to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Members entitled to vote on such action, owning no less in Percentage Interests than the aggregate amount required to approve the action. Such consent shall have the same force and effect as a vote at a meeting, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Members. Subject to the requirements of the Act, Members may participate in and hold a meeting by means of a telephone conference or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a Person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

12. TRANSACTION COSTS; WORKING CAPITAL DEBT; FIXED ASSET DEBT.

12.1. Payment or Reimbursement of Transaction Costs. Upon the Acquisition Closing, $1,000 of all costs incurred by the RTI Member in connection with the formation of the Company shall be contributed to the capital of the Company by the RTI Member in exchange for its Membership Interest, as provided in Section 4.1 hereof.

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12.2. Working Capital Debt. In order to fund working capital for the Company, the Company will incur the Working Capital Debt. It is also possible that the Company will borrow additional funds from the lender(s) of the Working Capital Debt or enter into leases with such lender at various times in order to fund the development of additional Restaurants or the acquisition of assets. The Company and the Executive acknowledge and agree that the obligations owing by the Company (and any guarantors or other Persons) to such lender (or its successors or assigns) at any time, whether now or in the future, with respect to any Working Capital Debt will be the absolute and unconditional obligations of the Company in all events and under all circumstances and will not be impaired or otherwise affected to any extent or subject to any defenses, counterclaims or rights of recoupment notwithstanding the relationship between the RTI Member (or any of its successors or assigns) and the Company or Executive, or any act or failure to act on the part of the RTI Member (or any of its successors or assigns), or any claim of the Company or Executive against the RTI Member or such lender (or any of their successors or assigns), whether arising under this Agreement or otherwise.

12.3. Fixed Asset Debt. In order to fund fixed asset requirements of the Company, the Company will incur the Fixed Asset Debt. It is also possible that the Company will borrow additional funds from the lender(s) of the Fixed Asset Debt or enter into leases with such lender at various times in order to fund the development of additional Restaurants or the acquisition of assets. The Company and the Executive acknowledge and agree that the obligations owing by the Company (and any guarantors or other Persons) to such lender (or its successors or assigns) at any time, whether now or in the future, with respect to any Fixed Asset Debt will be the absolute and unconditional obligations of the Company in all events and under all circumstances and will not be impaired or otherwise affected to any extent or subject to any defenses, counterclaims or rights of recoupment notwithstanding the relationship between RTI and the RTI Member (or any of its successors or assigns) and the Company or Executive, or any act or failure to act on the part of the RTI Member (or any of its successors or assigns), or any claim of the Company or Executive against the RTI Member or such lender (or any of their successors or assigns), whether arising under this Agreement or otherwise.

13. REPRESENTATIONS.

13.1. Organization and Authority of the Executive. The Executive represents and warrants, as of the date of this Agreement, as follows:

13.1.1. He or she has the capacity and power to enter into this Agreement.

13.1.2. The execution and delivery of this Agreement and performance of this Agreement have been duly authorized by all necessary action on his or her part and do not violate or constitute a breach of any agreement, instrument, order or judgment to which he or she is a party or by which he or she is bound.

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13.1. 3. This Agreement has been duly executed and delivered and constitutes his or her valid and binding agreement enforceable against him or her in accordance with its terms, subject to the effect of applicable bankruptcy and insolvency Laws and general equitable principles.

13.1.4. There is no litigation pending or, to his or her knowledge, threatened, against him or her seeking to enjoin or challenge any of the transactions contemplated by this Agreement.

13.1.5. As of the date of this Agreement, all of the Membership Interests are owned beneficially and of record by all Members.

13.1.6. The Executive (i) is acquiring his or her Membership Interest solely for his or her own account, for investment, and is not being purchased with a view to resale or distribution, in whole or in part, (ii) has no contract, undertaking, understanding, agreement or arrangement, formal or informal, with any person to sell, transfer or pledge all or any portion of his or her Membership Interest in the Company, and (iii) has no plans to enter into any such contract undertaking, understanding, agreement or arrangement. Executive represents that he or she has knowledge and experience in business and financial matters, is able to evaluate the risks and benefits of investment in the Membership Interest, has received all information concerning the Company and the RTI Member as he or she deems relevant and has had the opportunity to obtain additional information as desired in order to evaluate the merits of and the risks inherent in acquiring the Membership Interest and otherwise performing his or her obligations under this Agreement and the transactions contemplated hereby.

13.2. Organization and Authority of RTI Member. The RTI Member represents and warrants, as of the date of this Agreement, as follows:

13.2.1. It is duly organized, validly existing and in good standing under the Laws of the State of Georgia.

13.2.2. The execution and delivery of this Agreement and performance under this Agreement have been duly authorized by all necessary action on its part, do not violate the terms of its certificate of incorporation or bylaws and do not violate or constitute a breach of any material agreement, instrument, order or judgment to which it is a party or by which it is bound.

13.2.3. This Agreement has been du1y executed and delivered on its behalf by a du1yauthorized signatory and constitutes its valid and binding agreement enforceable against it in accordance with its terms, subject to the effect of applicable bankruptcy and insolvency laws and general equitable principles.

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13.2.4. There is no litigation pending or, to its knowledge, threatened against it seeking to enjoin or challenge any of the transactions contemplated by this Agreement.

14. RIGHT TO ENGAGE IN COMPETITIVE ACTIVITIES.

14.1. RTI Member Activities. Each Member understands that the RTI Member, or its Affiliates (except Executive who shall have no right to actively engage in any other business activities as provided in his Employment Agreement), may be interested, directly or indirectly, in various other businesses and undertakings not included in the Business of the Company but which may be directly competitive with the Business of the Company. Each Member also understands that the conduct of the Business of the Company may involve business dealings with such other businesses or undertakings. The Executive hereby agrees that the creation of the Company and the assumption by each of the Members of their duties under this Agreement shall be without prejudice to their rights (or the rights of their Affiliates) to have such other interests and activities and to receive and enjoy profits or compensation from them, and Executive waives any rights it might otherwise have to share or participate in such other interests or activities of the RTI Member or its Affiliates.

14.2. Executive Activities. In order to protect the goodwill and unique qualities of the Company, during the term hereof and for a two-year period following termination of this Agreement, the Executive agrees and covenants as follows:

(a) The Executive specifically acknowledges that, pursuant to this Agreement, he or she will receive valuable training, trade secrets and confidential information, including, without limitation, information regarding the operational, sales, promotional and marketing methods and techniques of the Company which are beyond the present skills and experience of the Executive and the managers and employees. The Executive acknowledges that such specialized training, trade secrets and confidential information provide a competitive advantage and will be valuable to him or her in the development and operation of the Restaurants. In consideration for such specialized training, trade secrets, confidential information and rights, during the term of this Agreement, except as otherwise approved in writing by the Company, the Executive, either directly or indirectly, for himself or herself or through, on behalf of or in conjunction with any person(s), partnership or corporation, and any Affiliate of the Executive, shall not:

(1) Divert, or attempt to divert, any business or customer of the Restaurants or the Company to any competitor, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with the Proprietary Marks (as defined in the Ruby Tuesday, Inc., Operating Agreement executed by and between RTI and the Executive (the “RTI Operating Agreement”) and the System (as defined in the RTI Operating Agreement).

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(2) Own, maintain, operate, engage in, or have any financial or beneficial interest in (including any interest in corporations, partnerships, trusts, unincorporated associations or joint ventures), advise, assist or make loans to, any business that is of a character and concept similar to the Restaurants or the Company, including a casual dining restaurant business which offers as a primary menu item or mix of menu items, soups, sandwiches, chicken, ethnic cuisine, health or fitness oriented dishes and a full bar, and which business is located within the United States, its territories or commonwealths, or any other country, province, state or geographic area in which the Company has used, sought registration of or registered the same or similar Proprietary Marks or operates or licenses others to operate a business under the same or similar Proprietary Marks.

(b) For a continuous uninterrupted period commencing upon the expiration, termination of (regardless of the cause for termination), or transfer of all of the Executive’s interest in this Agreement, or the RTI Operating Agreement, and continuing for two years thereafter, except as otherwise approved in writing by the Company, the Executive, directly or indirectly, for himself or herself, on behalf of or in conjunction with any Person, Persons, partnership, or corporation, and any Affiliate of the Executive shall not:

(1) Divert, or attempt to divert, any business or customer of the Restaurants or the Company hereunder to any competitor, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with the Proprietary Marks and the System.

(2) Employ, or seek to employ, any person who is at that time, or has been within the preceding six (6) months, employed by the Company or by any other operator or developer of the Company, or otherwise directly or indirectly induce such person to leave that person’s employment, except as may be permitted under any existing development agreement or operating agreement between the Company and the Executive.

(3) Own, maintain, operate, engage in, or have any financial or beneficial interest in (including any interest in corporations, partnerships, trusts, unincorporated associations or joint ventures), advise, assist or make loans to, any business that is of a character and concept similar to the Restaurants, including a casual dining restaurant business which offers as a primary menu item or mix of menu items, soups, sandwiches, chicken, ethnic cuisine, health or fitness oriented dishes and a full bar, which business is, or is intended to be located within a ten-mile radius of any Ruby Tuesday restaurant or other food service facility in existence or under construction (or where land has been purchased or a lease has been executed for the construction of a Ruby Tuesday restaurant or other food service facility) as of the expiration or termination of, or the transfer of all of the Executive’s interest in, this Agreement.

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15. LIABILITY AND INDEMNIFICATION.

15.1. No Liability. No Member or Manager shall be personally liable to the Company or other Members in acting on behalf of the Company or in such Person’s capacity as a Member or Manager, except as otherwise required by applicable Law, provided that such Person’s actions or omissions did not constitute fraud, bad faith, negligence, gross negligence, willful misconduct, or breach of this Agreement.

15.2. Right to Indemnification. To the fullest extent permitted by Law, each Member and Manager and all of their respective shareholders, members, partners, directors, managers, officers, agents and employees (individually, an “Indemnitee”) shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, whether joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, by reason of its status as a Member or Manager or a shareholder, member, partner, officer, director, manager, agent or employee of such Member or Manager at the time any such liability or expense is paid or incurred if (a) the Indemnitee acted in good faith and in a manner it reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe its conduct was unlawful, and (b) the Indemnitee’s conduct did not constitute negligence, gross negligence, willful misconduct or a breach of this Agreement.

15.3. Advance Payment. To the fullest extent permitted by Law, expenses incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding subject to this Section 15 shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon the receipt by the Company of (a) a written affirmation of such Indemnitee’s good faith belief that such Indemnitee has met the standard of conduct necessary for indemnification under this Section 15, and (b) an undertaking by or on behalf of the Indemnitee (together with appropriate security therefor) to repay such amount unless it shall be determined that such Person is entitled to be indemnified as authorized in this Section 15.

15.4. No Additional Liability for Members. Any indemnification under this Section 15 shall be satisfied solely out of the Company’s assets. In no event may an Indemnitee subject any Member (or any of its Affiliates) to personal liability by reason of these indemnification provisions, nor shall the indemnification under this Section 15 result in any liability of a Member (or any of its Affiliates) to third parties.

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15.5. Limitations on Indemnification. Notwithstanding anything to the contrary contained in this Section 15, no Person shall be entitled to indemnification under this Section 15 if any such indemnification shall be determined to be contrary to applicable Law or if a court of competent jurisdiction determined that such Person is not entitled to indemnification because such Person did not act in good faith or did not act in a manner that such Person reasonably believed was in or not opposed to the best interests of the Company.

16. RESTRICTIONS AGAINST DISPOSITION.

16.1. General Restriction. No Member shall make any Disposition unless the Disposition is made in accordance with the provisions of this Section 16. Any Disposition contrary to the provisions of this Section 16 shall be void. The Members agree that any proposed Disposition or offer of Disposition contrary to the provisions of this Section 16 would result in irreparable harm to the Company and the other Members, and that the Company and the other Members shall each accordingly be entitled, as a matter of right, to injunctive relief in any court or other forum of competent jurisdiction for the purpose of restraining or rescinding such Disposition or offer of Disposition. This remedy shall be in addition to and not exclusive of any other remedy available to the Company or the other Members at Law or in equity or pursuant to any other provision of this Agreement.

16.1.1. The death, removal, dissolution, bankruptcy, insanity, incompetency, legal incapacity or any other involuntary withdrawal of any Member shall not dissolve or terminate the Company. In the event of such involuntary withdrawal, the legal representative of such Member shall be deemed to be the Assignee of such Member’s Membership Interest and may become a substitute Member upon the terms and conditions set forth in Section 16.5. Such representative shall be responsible for all the obligations to the Company of such Member.

16.2. Transfers by the RTI Member. Notwithstanding anything to the contrary contained in this Agreement, the RTI Member shall be entitled without the consent or approval of the Manager or any other Member to Dispose of all or any part of its Membership Interest, whether to any of its Affiliates or otherwise. Specifically, and without limitation to the foregoing, Manager and any other Member agrees that the RTI Member may sell its assets to a third party; may offer its securities privately or publicly; may merge, spin off, acquire other corporations or be acquired by another corporation; may undertake a refinancing, recapitalization, leveraged buyout or other economic or financial restructuring; and with regard to any or all of the above sales, assignments and dispositions, Manager and all Members expressly and specifically waive any claims, demands, or damages against the RTI Member arising from any such transaction. Nothing contained in this Agreement shall require the RTI Member to offer any services or products to the Company either prior or subsequent to any assignment of its rights in this Agreement.

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16.3. Dispositions of Interests of Executive. During the term of the Agreement, the Executive shall not sell, assign, transfer, convey, give away, mortgage or otherwise encumber or dispose of all or any part of his or her Membership Interests, except as follows:

16.3.1. Executive may, upon the prior written consent of the RTI Member, which shall not be unreasonably withheld, transfer or convey not more than ten (10%) percent of his or her Membership Interests to any and all Persons employed as General Managers of the Company (the “General Manager”), for such consideration as the Executive shall deem appropriate. In such event, the General Manager(s) will enter into an agreement reasonably satisfactory to the Company and the RTI Member under which he or she agrees to be bound by the terms of this Agreement, including, without limitation, the obligation of such General Manager(s) to sell his or her Membership Interests upon a call of Executive’s Membership Interests as provided in Section 18 of this Agreement.

16.3.2. Executive shall be entitled to dispose of all of his or her Membership Interests upon his or her death in accordance with the Executive’s last will and testament or the laws of intestacy, provided that the beneficiaries or heirs agree to enter into an agreement reasonably satisfactory to the Company and the RTI Member under which such heirs or beneficiaries agree to be bound by the terms of this Agreement, including without limitation the obligation of such heirs or beneficiaries to sell his or her Membership Interests upon a call of Executive’s Membership Interest as provided in Section 18 of this Agreement.

16.4. Effect of Disposition on Assignee. Transferor and Company. The Assignee of a Membership Interest shall have no right to participate in the business and affairs of the Company or to become a substitute Member (other than the right to share in the Profits or Losses, Taxable Income or Tax Loss and Cash Distributions attributable to the Membership Interest transferred to such Assignee), unless and until the Assignee is admitted as a substitute Member pursuant to the provisions of Section 16.5. The Assignee of a Membership Interest shall be subject to all of the restrictions and liabilities of the transferor Member to the extent of the Membership Interest transferred to such Assignee; provided, however, that the transferor Member shall not be relieved of any of its obligations under this Agreement with respect to the Membership Interest so transferred, unless and until the Assignee is admitted as a Member pursuant to Section 16.5. In the absence of notice to the Manager and Members of the Disposition of any portion of a Membership Interest, whether by operation of Law or otherwise, any distribution or other payment to a transferor shall acquit the Company and the Manager and Members of liability, to the extent of such payment, to any other Person who may be interested in such payment.

16.5. Admission of Assignee as Substitute Member. If a Membership Interest is transferred to an Assignee as permitted in accordance with Sections 16.2, 17, 18 or 19, then the Assignee shall be admitted as a substitute Member and shall be vested with all of the rights and powers, but subject to all of the restrictions and liabilities, of the transferor to the extent of

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the Membership Interest transferred, provided that if the transferee is not then a Member, it shall execute an instrument accepting and agreeing to be bound by all terms and conditions of this Agreement.

17. RTI MEMBER OPTION.

17.1. Grant of RTI Member Option. The RTI Member shall have the option (the “RTI Member Option”), exercisable at any time after the third (3rd) anniversary of the date of this Agreement (the “RTI Member Option Period”), to purchase from the Company additional Membership Interests’ so that after such purchase, the RTI Member’s Percentage Interest shall be fifty (50 %) percent, subject to the terms and conditions set forth in this Section 17. If the RTI Member desires to exercise the RTI Member Option, it shall deliver to the Company a notice (the “RTI Member Option Notice”) of such intention at any time during the RTI Member Option Period. If the RTI Member Option Notice is given, then the RTI Member shall be obligated to purchase, and the Company shall be obligated to sell, free and clear of all Liens, such additional Membership Interest at a closing (the “RTI Member Option Closing”) held on that date specified by the RTI Member which is not more than 120 days after the date of the RTI Member Option Notice, or such later date as shall be mutually agreed upon (the “RTI Member Option Closing Date”). The RTI Member Option may be exercised for an exercise price of $500,000.

17.2. Transferees; Payment; Deliveries at Closing. The RTI Member may designate, at least 15 days prior to the RTI Member Option Closing, one or more Persons to be the ultimate transferees of the Membership Interest to be purchased under the RTI Member Option (such ultimate transferees being referred to as the “Transferee”). No designation of a third party Transferee shall relieve the RTI Member of its obligations to purchase the additional Membership Interest. At the RTI Member Option Closing, the Company shall execute and deliver an Issuance of Membership Interest, in the form of Schedule 17.2. At the RTI Member Option Closing, the Transferee shall pay the purchase price for the Membership Interest, determined in accordance with Section 17.1, by wire transfer in immediately available federal funds to such account as shall be designated by the Company.

17.3. Failure by Transferee to Close. In the event that the Transferees fail to consummate the purchase at the RTI Member Option Closing, then the Company shall be entitled to all rights and remedies available under this Agreement, at Law or in equity, with respect to the failure by a Transferee to consummate the purchase.

18. CALL RIGHT.

18.1. Grant of Call Right. The RTI Member shall have the option (the “Call Right”), exercisable at any time following (i) the sixth (6th) anniversary of the date of this Agreement, (ii) the death or Disability of Executive, or (iii) the occurrence of an event or condition constituting “Cause” hereunder (the “Call Period”), to purchase all (but not less than

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all) of the Membership Interest issued to the Executive or any Member (other than the RTI Member) under this Agreement, subject to the terms and conditions set forth in this Section 18. If the RTI Member desires to exercise the Call Right, it shall deliver to the Executive a notice (the “Call Notice”) of such intention at any time during the Call Period. If the Call Notice is given, then the RTI Member shall be obligated to purchase, and the Executive and any Member (other than the RTI Member) (the “Selling Member”) shall be obligated to sell, free and clear of all Liens, the Selling Member’s Membership Interest at a closing (the “Call Closing”) held on that date which is not more than 120 days after the date of the Call Notice as specified by the RTI Member, or such later date as shall be agreed upon by Executive (the “Call Closing Date”) for a purchase price calculated as set forth in Section 18.2.

18.2. Call Purchase Price. In the event that the Call Option is exercised, then the purchase price to be paid for the Membership Interest of the Selling Members shall be equal to the product of (i) such Selling Member’s Percentage Interest multiplied by (ii) the Call Equity Value.

18.3. Transferees; Payment; Deliveries at Closing. The RTI Member may designate, at least 15 days prior to the Call Closing one or more Persons to be the ultimate transferees of the Selling Members’ Membership Interest (such ultimate transferees, whether the Company, RTI or others, being referred to as the “Transferee”). No designation of a third party Transferee shall relieve RTI of its obligations to purchase the Selling Members’ Membership Interest upon exercise of the Call Option. At the Call Closing, the Selling Members shall execute and deliver an Assignment of Membership Interest, in the form of Schedule 18.3. At the Call Closing, the Transferees shall pay the purchase price for the Selling Members’ Membership Interest, determined in accordance with Section 18.2, by wire transfer in immediately available federal funds to such account as shall be designated by such Selling Member.

18.4. Failure by Transferee to Close. In the event that the Transferees fail to consummate the purchase at the Call Closing, then the Selling Members shall be entitled at any time after the date scheduled for such closing to all rights and remedies available under this Agreement, at Law or in equity, with respect to a failure by a Transferee to consummate the purchase at a Call Closing.

19. PUT OPTION.

19.1. Grant of Put Option. The Executive shall have the option (the “Put Option”), exercisable at any time on the later of (i) the tenth (10th) anniversary of the date of this Agreement or (ii) Executive having attained the age of fifty-five (55) (or in the event of death of Executive, that date which Executive would have attained the age of 55), but only for a period of six (6) months following the event giving rise thereto (the “Put Period”), to sell all (but not less than all) of the Membership Interest then held by the Executive (or his or her heirs or beneficiaries under Section 16.3.2) to the RTI Member, subject to the terms and conditions

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set forth in this Section 19. If the Executive desires to exercise the Put Option, it shall deliver to the RTI Member a notice (the “Put Notice”) of such intention at any time during the Put Period. If the Put Notice is given, then the RTI Member shall be obligated to purchase, and the Executive or his heirs or beneficiaries shall be obligated to sell, free and clear of all Liens, the Executive’s Membership Interest at a closing (the “Put Closing”) held on that date which is 120 days after the date of the Put Notice, or such earlier date as shall be mutually agreed upon (the “Put Closing Date”) for a purchase price calculated as set forth in Section 19.2. The Put Option shall not be exercisable by the Executive at a time that there is existing an event or condition which would constitute “Cause” under this Agreement and shall not be exercisable by any party to whom Executive has transferred any portion of Executive’s Membership Interest under Section 16.3.1 of this Agreement.

19.2. Put Purchase Price. In the event that the Put Option is exercised, then the purchase price to be paid for the Executive’s Membership Interest shall be equal to the product of (i) the Executive’s Percentage Interest multiplied by (ii) the Put Equity Value.

19.3. Transferees; Payment; Deliveries at Closing. The RTI Member may designate, at least 15 days prior to the Put Closing, one or more Persons to be the ultimate transferees of the Executive’s Membership Interest (such ultimate transferees, whether the Company, the RTI Member or others, being referred to as the “Transferee”). No designation of a third-party Transferee shall relieve the RTI Member of its obligations to purchase the Executive’s Membership Interest. At the Put Closing, the Executive shall execute and deliver an Assignment of Membership Interest in the form of Schedule 19.3. At the Put Closing, the Transferees shall pay the purchase price for the Executive’s Membership Interest, determined in accordance with Section 19.2, at the option of the RTI Member either (i) in cash, by wire transfer in immediately available federal funds to such account as shall be designated by the Executive, (ii) by delivery of that number of shares of RTI Common Stock determined by dividing the put purchase price determined in accordance with Section 19.2 by the RTI Stock Price, or (iii) by a combination of such cash and shares of RTI Common Stock.

19.4. Failure by Transferee to Close.

19.4.1. In the event that the Transferees fail to consummate the purchase at the Put Closing, then the Executive shall be entitled at any time after the date scheduled for such closing to negotiate and arrange for the sale or other disposition on behalf of the Company of the Business and other assets of the Company to an unrelated third party in an arm’s-length transaction (a “Company Sale”). The exercise by the Executive of its right to effectuate a Company Sale shall be the Executive’s sole and exclusive remedy with respect to a failure by the Transferees to consummate the purchase at a Put Closing.

19.4.2. The Executive shall be entitled to determine the form and any terms of any Company Sale and whether the Company Sale shall be effected by a sale of all of the Membership Interests, a merger or consolidation, a sale of substantially all of the assets of the Company or otherwise.

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If the Executive shall obtain an offer for a Company Sale which the Executive wishes to accept, then the Company, the RTI Member and all of their respective successors and assigns shall be obligated to take such actions as the Executive shall require in order to consummate and effect such Company Sale. Such actions shall include any and all approvals and affirmative votes of the Members as may be required by this Agreement or under applicable Laws, as well as the execution and delivery of any and all documents necessary in order to effect such Company Sale. In addition to the foregoing, in the event of any Company Sale, the Executive shall be entitled to execute and deliver any and all documents on behalf of the Company and to take any and all actions on behalf of the Company to effect a Company Sale, all of which shall be deemed to be duly authorized and be binding on the Company.

19.4.3. If the Executive has elected to cause a Company Sale and in the event that any such Company Sale is effected, then the Executive shall be deemed to have been designated by the Manager and all of the Members to oversee and conduct the termination, dissolution, liquidation and winding-up of the Company in accordance with the provisions of this Agreement. In such event, the Executive shall proceed with the liquidation of the Company and apply and distribute the proceeds available upon such liquidation in accordance with the provisions of Section 21.5.

20. ACCOUNTING AND TAX MATTERS.

20.1. Books and Records— Right to Inspect. The Company shall keep adequate books and records reflecting all financial activities of the Company. Such books and records shall be maintained at the principal office of the Company (unless otherwise maintained by the RTI Member under the Service Agreement) and may be inspected and audited by any Member or the RTI Member or such Member’s or the RTI Member’s duly authorized representative at any time during business hours at the office of the Company.

20.2. Federal Income Tax Information Return. The Company shall file a federal income tax information return and all other tax returns required to be filed by the Company for each Fiscal Year. Unless prepared by the RTI Member under the Service Agreement, the Manager shall arrange for those returns to be prepared, shall furnish each Member with information necessary for preparing such Member’s income tax returns (including, but not limited to Schedule K-1), and shall use its best efforts to furnish such information on a timely basis, but in no event later than 60 days after the end of each Fiscal Year.

20.3. Tax Matters Member. The Manager is designated as the Tax Matters Member of the Company for purposes of Code Section 6231(a)(7). Such designation shall be implemented in accordance with applicable Treasury Regulations and Internal Revenue forms. To the extent provided in Code Sections 6221 through 6231, the Tax Matters Member is

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authorized and directed to represent the Company, at the Company’s expense, before taxing authorities or courts of competent jurisdiction in tax matters affecting the Company, and to expend Company funds for professional services and costs associated with such tax matters; provided, however, the Tax Matters Member shall be required to obtain the written consent of the RTI Member before taking any such action. The Tax Matters Member shall report to other members before taking any action or making any decision which could have an effect on the outcome of a tax examination, administrative proceeding or litigation involving the Company. The Tax Matters Member shall provide the other Members with periodic information or reports regarding the conduct of any such examination, proceeding or litigation within a reasonable period of time after the occurrence of any material developments. The rights granted to the Tax Matters Member under this Section 20.3 are in addition to any other rights which the Tax Matters Member has under this Agreement or applicable Laws.

20.4. Income Tax Elections. The Tax Matters Member is authorized to cause the Company to make such elections for income tax purposes as the Tax Matters Member deems advisable, including, in the event of a transfer of all or a part of a Membership Interest of any Member, an election pursuant to Code Section 754 to adjust the basis of the assets of the Company. In the event that the Executive disposes all or a part of its Membership Interest as permitted in this Agreement, the Members shall make an election pursuant to Code Section 754, if requested by the transferee. The Tax Matters Member shall elect to be taxed as a partnership for federal income tax purposes as provided in Treasury Regulation § 301. 7701-3(c).

21. DISSOLUTION. LIQUIDATION AND TERMINATION.

21.1. Dissolution. The Company shall dissolve and its affairs shall be wound up upon the first to occur of the following:

21.1.1. The affirmative vote or written consent of the RTI Member and the Executive;

21.1.2. The entry of a decree of judicial dissolution under the Act;

21.1. 3. The sale or other disposition of all or substantially all of the assets of the Company, unless the Company acquires, as consideration, a lease or deferred payments, in which case the Company shall be dissolved when determined by the written consent of the Members pursuant to Section 21.1.1.

21.1.4. The Bankruptcy of a Member; or

21.1.5. December 31, 2047.

21.2. Continuation of the Company. Notwithstanding the provisions of Section 21.1, the occurrence of an event referred to in Section 21.1.4 shall not cause the dissolution of

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the Company if the other Members, by the affirmative vote of the remaining Members owning more than 50 % of the Percentage Interests owned by all of the other Members and more than 50% of the capital interests owned by all of the other Members, elect to continue the business of the Company.

21.3. No Dissolution. Except as otherwise provided in Section 21.1.4, the Company shall not dissolve as the result of the death, retirement, resignation, expulsion or dissolution of any Member, or upon the occurrence of any other event (other than an event referred to in Section 21.1.4) which terminates the continued membership of a Member under this Agreement or under the Act. In such event, the Members shall take whatever steps may be required under the Act to continue the business of the Company.

21.4. Liquidation of Assets Upon Dissolution.

21.4.1. Upon dissolution of the Company, the Manager shall cause the Company’s assets to be sold or retained for distribution in kind, as the Manager determines to be appropriate but subject in each case to the approval of the RTI Member. Pending the sale or distribution of the Company’s assets, the Company may continue to operate and otherwise deal with the assets of the Company.

21.4.2. In the event it becomes necessary to make a distribution of Company property in kind, such property shall be transferred and conveyed to the Members or their assignees so as to vest in each of them an interest in the whole of said property equal to their interests in the liquidating distributions in accordance with this Section 21. Any valuation of Company property shall be made by a firm of certified public accountants, appraisers or investment bankers selected by the Manager and approved by the RTI Member.

21.5. Distribution of Liquidation Proceeds. The proceeds of any sales made pursuant to Section 21.4, plus any unsold assets of the Company, shall be distributed as follows:

21. 5.1. First, all debts and liabilities of the Company shall be paid and discharged;

21.5.2. Second, such reserves shall be established and funded in the amounts which the Members deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company. Reserve funds shall be segregated for purposes of disbursing such amounts in payment of any of the contingencies, liabilities or obligations of the Company arising out of or in connection with the Company, and at the expiration of such period as the Members shall deem advisable, the balance remaining shall be distributed as provided below; and

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21.5.3. Third, any remaining assets of the Company shall be distributed to the Members pro rata, based upon each Member’s positive Capital Account balance until all Member’s Capital Account balances have been reduced to zero.

21.5.4. Fourth, any remaining assets of the Company shall be distributed to the Members in accordance with their Percentage Interests.

21.6. No Obligation to Restore Deficit. Upon the liquidation of the Company, if any Member has a deficit balance in its Capital Account (after giving effect to all Capital Account adjustments for all periods including the final Fiscal Year of the Company), such Member shall have no obligation to make any capital contribution to the Company merely because of the existence of such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever.

21.7. No Recourse Against Manager or Other Members for Return of Capital. Members shall look solely to the assets of the Company for the return of their Capital Contributions, which shall be returned, if at all, from distributions, if any, made as provided in this Agreement, and they shall have no recourse against any other Member or any Manager.

21.8. Certificate of Cancellation, Certificates of Withdrawal. Upon the completion of winding up of the Company, a Certificate of Cancellation shall be filed with the Office of the Secretary of the State of Delaware and Certificates of Withdrawal (or other certificates having the same effect) shall be filed with the appropriate official in any state where the Company is then qualified to do business. These certificates shall set forth the information required by applicable Law.

22. BAR AGAINST CERTAIN ACTIONS CAUSING DISSOLUTION.

Except as expressly permitted by this Agreement, a Member shall not take any voluntary action which would result in the dissolution of the Company under the Act.

23. MISCELLANEOUS.

23.1. No Partition. Each Member irrevocably waives the benefit of any provisions of Law which may provide for the partition of real or personal property and agrees that it will not resort to any action at Law or equity to partition any property of the Company.

23.2. Notices.

23.2.1. Whenever under the terms of this Agreement notice is required to be given, it shall be in writing and shall be deemed given: (i) when hand delivered; (ii) four (4) business days after being mailed, postage prepaid, by registered or certified mail, return receipt requested; or (iii) one (1) business day after being sent by next business day delivery by

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Federal Express or other reputable overnight courier service providing delivery confirmation. Notices shall be addressed to the Members at their addresses set forth on the books and records of the Company. Any Member may change that Member’s address at any time by notice to the Company.

23.2.2. In the case of any notice under this Agreement to the RTI Member, copies of such notice shall be delivered (in the manner specified in Section 23.2.1) to:

RT Louisville, Inc.

c/o Ruby Tuesday, Inc.

4721 Morrison Drive

Mobile, Alabama 36609

Attn: J. Russell Mothershed

Facsimile No.:    334/344-9513

with a copy to:

Powell, Goldstein, Frazer & Murphy LLP

191 Peachtree Street, N.E.

16th Floor

Atlanta, Georgia 30303

Attn: Thomas R. McNeill, Esq.

Facsimile No.:    404/572-6999

23.2.3. In the case of any notice under this Agreement to Executive, a copy of such notice shall be delivered (in the manner specified in Section 23.2.1) to:

Wayne Roeder

8808 Brittany Drive

Louisville, Kentucky 40220

Facsimile No.: 502/493-8445

23.3. Amendments. Any amendment to this Agreement must be approved in writing by all of the Members. Upon adoption of any amendment, all of the Members shall execute any documents required to effectuate such adoption and within a reasonable time after such adoption, the Company shall make or cause to be made any filings or publications required or desirable to reflect such amendment.

23.4. Severability. If any provision of this Agreement or the application of such provision to any Person or circumstance shall be held invalid, illegal or unenforceable, the remainder of this Agreement, or the application of such provision to any Person or circumstance other than those to which it is held invalid, illegal or unenforceable, shall not be affected.

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23.5. Remedies Not Exclusive. Anything in this Agreement to the contrary notwithstanding, the remedies set forth in this Agreement shall not be deemed exclusive of any other remedies which any party may have in connection with this Agreement or the breach of this Agreement by any other party.

23.6. Entire Agreement. This Agreement contains the entire understanding among the Members concerning the Company and supersedes any prior or contemporaneous agreements among them, written or oral, with respect to the same subject matter, including, but not limited to, any prior letters of intent or term sheets.

23.7. Binding Effect. This Agreement shall be binding upon and inure to the benefit of each of the Members and the Manager, and their respective successors and permitted assigns.

23.8. Interpretation of Syntax and Headings. All references made and pronouns used in this Agreement shall be construed in the singular or plural, and in such gender, as the sense and circumstances require. Section headings appearing in this Agreement are for convenience of the reader; they shall not be deemed to modify, limit or define the scope or substance of the provisions they introduce, nor shall they be used in construing the intent or effect of such provisions.

23.9. Section, Schedule and Exhibit References. Except as otherwise indicated, all references to Sections, Schedules or Exhibits shall refer to sections (or subsections), schedules or exhibits of this Agreement, as appropriate.

23.10. Saturday. Sunday or Holiday. If any date upon which an action or a transaction is to take place falls on a Saturday, Sunday or a legal holiday, then the action or transaction shall take place on the first business day immediately following that date.

23.11. Governing Law. This Agreement shall be governed by and construed in accordance with Delaware Laws applicable to the enforcement and interpretation of contracts but without regard to its conflicts of laws principles.

23.12. No Benefit to Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company.

23.13. Effect of Waiver. No waiver of any breach of condition of this Agreement shall be deemed to be a waiver of any other subsequent breach of conditions, whether of like or different nature.

23.14. Expenses. Except as specifically provided with respect to reimbursement under Section 12.1, each Member and not the Company shall be responsible for and shall pay all expenses incurred by such Member in connection with the negotiation, review and entering into of this Agreement, including the fees and expenses of counsel.

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23.15. Execution in Counterparts. This Agreement may be executed in counterparts and shall be binding upon each party executing this or any counterpart.

23.16. Mediation. Executive, the RTI Member and any other Person who becomes a Member of the Company agree to submit any claim, controversy or dispute arising out of or relating to this Agreement or the relationship created by this Agreement to non-binding mediation prior to bringing such claim, controversy or dispute in a court or before any other tribunal. The mediation shall be conducted through either an individual mediator or a mediator appointed by a mediation services organization or body experienced in the mediation of disputes between members of limited liability companies, agreed upon by the parties and, failing such agreement within a reasonable period of time after either party has notified the other of its desire to seek mediation of any claim, controversy or dispute (not to exceed fifteen (15) days), by the American Arbitration Association (or any successor organization) in accordance with its rules governing mediation, at the RTI Member’s principal place of business. The costs and expenses of mediation, including compensation and expenses of the mediator (except for the attorneys’ fees incurred by either party), shall be borne by the parties equally. If the parties are unable to resolve the claim, controversy or dispute within ninety (90) days after the mediator has been chosen, then the dispute shall automatically be referred to arbitration under section 23.17 below to resolve such claim, controversy or dispute, unless such time period is extended by written agreement of the parties. Notwithstanding the foregoing, any Member may bring an action: (1) for monies owed, (2) for injunctive or other extraordinary relief, or (3) involving the possession of or to secure other relief relating to the Restaurants, in a court having jurisdiction and in accordance with section 23.18 below, without first submitting such action to mediation.

23.17. Arbitration.

23.17.1. Except as provided in this Agreement, Executive, the RTI Member and any other Person who becomes a Member of the Company agree that any claim, controversy or dispute arising out of this Agreement (and any amendments thereto) that cannot be amicably settled among the parties or through mediation shall, except as specifically set forth herein and in Section 23.18, be referred to arbitration. The arbitration shall be conducted through an organization or body experienced in the arbitration of disputes between members of limited liability companies agreed upon by the parties, and, failing such agreement within a reasonable time after the dispute has been referred for arbitration (not to exceed fifteen (15) days) arbitration shall be conducted by the American Arbitration Association in accordance with the rules of the American Arbitration Association, as amended, except that the arbitration shall apply the Federal Rules of Evidence in conducting the hearing sessions. If such rules are in any way contrary to or in conflict with this Agreement, the terms of the Agreement shall control.

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23.17.2. Each Member a party to the dispute shall select one arbitrator. If the party upon whom the demand for arbitration is served fails to select an arbitrator within fifteen (15) days after the receipt of the demand for arbitration, then the arbitrator so designated by the party requesting arbitration shall act as the sole arbitrator to resolve the controversy at hand. The two arbitrators designated by the parties shall select a third arbitrator. If the two arbitrators designated by the parties fail to select a third arbitrator within fifteen (15) days, the third arbitrator shall be selected by the organization agreed upon or the American Arbitration Association or any successor thereto, upon application by either party. All of the arbitrators shall be experienced in the arbitration of disputes between Members of limited liability companies. The arbitration shall take place at the RTI Member’s corporate offices. The award of the arbitrators shall be final and judgment upon the award rendered in arbitration may be entered in any court having jurisdiction thereof. The costs and expenses of arbitration may be entered in any court having jurisdiction thereof. The arbitrators shall be required to submit written findings of fact and conclusions of law within thirty (30) business days following the final hearing session of the arbitration. The costs and expenses of arbitration, including compensation and expenses of the arbitrators, shall be borne by the parties as the arbitrators determine. Each party further agrees that, unless such limitation is prohibited by applicable Laws, neither party shall be liable for punitive or exemplary damages, and the arbitrators shall have no authority to award the same.

(c) Notwithstanding the above, the following shall not be subject to arbitration:

(i) disputes and controversies arising from the Sherman Act, the Clayton Act or any other federal or state antitrust Law;

(ii) disputes and controversies based upon or arising under the Lanham Act, as now or hereafter amended, relating to the ownership or validity of intellectual property;

(iii) disputes and controversies relating to actions to obtain possession of the premises of the Restaurants under lease or sublease.

(d) If the RTI Member shall desire to seek specific performance or other extraordinary relief including, but not limited to, injunctive relief under this Agreement, and any amendments thereto, then any such action shall not be subject to arbitration and the RTI Member shall have the right to bring such action as described in Section 23.18.

(e) In proceeding with arbitration and in making determinations hereunder, the arbitrators shall not extend, modify or suspend any terms of this Agreement. Notice of or request to or demand for arbitration shall not stay, postpone or rescind the effectiveness of any termination of this Agreement.

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23.18. Unresolved Disputes. With respect to any claims, controversies or disputes which are not finally resolved through mediation or arbitration as otherwise provided above, Members hereby irrevocably submit themselves to the jurisdiction of the state and the federal district courts located in the state, county or judicial district in which the RTI Member’s principal place of business is located. Members hereby waive all questions of personal jurisdiction for the purpose of carrying out this provision. Members hereby agree that service of process may be made upon any of them in any proceeding relating to or arising out of this Agreement or the relationship created by this Agreement by any means allowed by Delaware or federal Law. Members further agree that venue for any proceeding relating to or arising out of this Agreement shall be the county or judicial district in which the principal place of business of the RTI Member is located; provided, however, with respect to any action (1) for monies owed, (2) for injunctive or other extraordinary relief or (3) involving possession or disposition of, or other relief relating to, the Restaurants, Members may bring such action in any state or federal district court which has jurisdiction.

EXECUTIVE:
/s/ Wayne Roeder
RTI MEMBER:
RT LOUISVILLE, INC.
By:	/s/ J. Russell Mothershed
Name:
Title:

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EX-3.60

Exhibit 3.60

CERTIFICATE OF FORMATION

OF

RT McGHEE-TYSON, LLC

The undersigned, an authorized natural person, for the purpose of fanning a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18. Title 6, Section 18-201 of the Delaware Limited Liability Company Act and the acts amendatory thereof and supplemental thereto) hereby certifies that:

FIRST: The name of the limited liability company is RT McGhee-Tyson, LLC (hereinafter referred to as the “Limited Liability Company”).

SECOND: The address of the registered office and the name and address of the registered agent of the Limited Liability Company required to be maintained by Section 18·104 of the Delaware Limited Liability Company Act are The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

Executed as of the 27th day of August, 1999.

/s/ Carol D. Newman

Carol D. Newman, Authorized Person

EX-3.61

Exhibit 3.61

PARTICIPATION AND

OPERATING AGREEMENT

OF

RT McGHEE-TYSON, LLC

THIS PARTICIPATION AND OPERATING AGREEMENT (as hereafter amended from time to time, the “Agreement”) is entered into as of August 31, 1999, by and among RT AIRPORT, INC., a Delaware corporation, (“RTA”), RUBY TUESDAY, INC., a Georgia corporation (“RTI Member”), and such other person, corporation or other entity as may from time to time be a Member (as defined herein) hereunder in accordance with the provisions of this Agreement.

In consideration of the agreements contained in this Agreement and other good and valuable consideration, the Members agree as follows:

1. DEFINITIONS. As used in this Agreement, capitalized terms listed in this Section 1 have the indicated meanings. Other capitalized terms used in this Agreement but not otherwise defined have the meanings indicated in the Sections in which they are defined or as the context otherwise requires.

“Act”: The Delaware Limited Liability Company Act, or corresponding provisions of future laws.

“Affiliate”: Any of the following (i) any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with a Member; or (ii) the spouse, descendants, parents or siblings of any Member or Affiliate of a Member, or a trust for the benefit of any such Person or the spouse, descendants, parents or siblings of any such Person.

“Annual Tax Distributions”: As defined in Section 7.3.

“Assignee”: The transferee of a Membership Interest who has not been admitted as a Member but is permitted to hold the Membership Interest pursuant to Section 16 of this Agreement.

“Bankruptcy”: With respect to any Member or the Company, if such Member or the Company: (i) files an application for, or consents to, the appointment of a trustee of any of its assets; (ii) files a voluntary petition in bankruptcy or seeks relief under Title 11 of the United States Code, as now constituted or later amended, or files a pleading in any court of record admitting in writing its inability to pay its debts as they come due; (iii) makes a general assignment for the benefit of creditors; (iv) files an answer admitting the material allegations of, or consents to, or defaults in answering, a bankruptcy petition filed against it in any bankruptcy proceeding or petition seeking relief under Title 11 of the United States Code, as now constituted or as later amended; or (v) has entered against it an order, judgment or decree by any court of competent jurisdiction adjudicating such Person a bankrupt or for relief in respect of such Person or appointing a trustee of its assets, and such order, judgment or decree continues unstayed and in effect for any period of 60 consecutive days.

1

“Business”: As defined in Section 2.6.

“Capital Account”: With respect to any Member, the capital account maintained for such Member in accordance with provisions of Section 5.

“Capital Contribution”: The total amount of cash and the agreed upon gross fair market value of property contributed to the Company by a Member, minus the amount of any liabilities of such Member assumed by the Company or which are secured by any property contributed by such Member to the Company, all as determined pursuant to the terms of this Agreement, without reduction for any Cash Distributions.

“Capital Lease Obligations”: As to any Person, the obligations of such Person to pay rent or any other amount under lease, but only if such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person maintained in accordance with GAAP or with respect to which the amount of the asset and liability thereunder as so capitalized is required to be disclosed in a note to such balance sheet as so capitalized.

“Cash Distributions”: Distributable Cash actually disbursed or distributed to a Member (including Annual Tax Distributions).

“Cause”: (i) The commission of any act or omission by the Manager that involves fraud, embezzlement or commission of a felony or other crime of similar import; (ii) the commission of any act or omission by the Manager that constitutes financial dishonesty against the Company, any Member or any of their Affiliates; (iii) the Manager’s material dereliction of duty to the Company, any of its Affiliates, or any Member or any of their Affiliates; (iv) the Manager’s refusal or failure to follow the written directives of the Members consistent with the terms of this Agreement if not cured within fifteen (15) days of notice of failure; (v) the breach of this Agreement by the Manager which is not cured within fifteen (15) days after notice from any Member; (vi) the Bankruptcy of the Manager; or (vii) the default by the Company on any Working Capital Debt, Fixed Asset Debt or Indebtedness of the Company if the holder of any such Indebtedness has declared the Company to be in default.

“Code”: The Internal Revenue Code of 1986, as amended, or the corresponding provisions of any successor law.

“Company”: RT McGhee-Tyson, LLC, a Delaware limited liability company.

“Concession Agreement”: That certain Concession Agreement between the Company and the Metropolitan Knoxville Airport Authority dated as of August 31, 1999.

“Disability”: Any physical, emotional or mental injury, illness or incapacity which would prevent a person from performing the obligations set forth in this Agreement for at least ninety (90) consecutive days from which condition recovery within ninety (90) days from the date of determination of disability is unlikely. Disability shall be determined by a licensed practicing physician , upon examination of the person; or if the person refuses to submit to an examination, then such person automatically shall be deemed disabled as of the date of such refusal for the purposes of this section. The costs of any examination required by this section shall be paid by the Company.

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“Dispose”: To make a Disposition.

“Disposition”: A transfer, gift, bequest, assignment, sale, pledge or other disposition, whether voluntary or by operation of law.

“Distributable Cash”: All funds, securities and similar cash or like assets of the Company from whatever source which are available for distribution to the Members, including but not limited to the amounts by which the Company’s cash receipts exceed the Company’s cash disbursements, after being reduced for allowances for reserves for contingencies, working capital and anticipated obligations.

“Fiscal Period”: The shortest regular fiscal period for which RTI requires financial reporting from the Company, which is currently a quarterly 5-4-4 week period.

“Fiscal Year”: The taxable year of the Company for federal income tax purposes, which shall be the calendar year.

“Fixed Asset Debt”: Any and all sums due and owing by the Company to lenders or landlords at any time, whether arising out of, or in connection with, the Acquisition or otherwise, which relates to or is secured by fixed assets of the Company, including without limitation, all obligations of the Company, as lessee, to lessors, to pay rent and other amounts due under leases of Restaurants.

“GAAP”: Generally accepted accounting principles as in effect in the United States of America, consistently applied.

“Indebtedness”: As to any Person, (i) all obligations (including for the payment of interest, commissions and expenses) of such Person with respect to the repayment of borrowed money and for the deferred purchase price of property, and obligations evidenced by bonds, debentures, notes or other similar instruments including, without limitation, any Fixed Asset Debt and Working Capital Debt, and (ii) all Capital Lease Obligations.

“Indemnitee”: As defined in Section 15.2.

“Laws”: All applicable laws (whether statutory or otherwise), rules, regulations, orders, ordinances, judgments, decrees, orders, writs, injunctions and other requirements having the force of law of all governmental authorities (federal, state, local, foreign or otherwise).

“Leased Restaurant”: Any Restaurant in which the Company holds a leasehold interest in the real property upon which such Restaurant is located.

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“Liabilities”: As to the Company, the aggregate of Indebtedness plus all other liabilities which are of a nature required by GAAP to be set forth on the balance sheet of the Company, including, without limitation, accounts payable, accrued liabilities and deferred taxes. Notwithstanding the foregoing, “Liabilities” shall exclude Indebtedness which is either (i) secured by a mortgage or similar instrument on real property and improvements of the Company, or (ii) a Capital Lease Obligation relating to real property and improvements occupied by the Company, if the fair market value of the real property and improvements equals or exceeds the amount of Indebtedness so secured or so subject to a Capital Lease Obligation. In the event of a dispute with respect to fair market value, the parties to such dispute shall obtain an independent appraisal thereof.

“Lien”: Any security interest, mortgage, pledge, lien, claim, charge, encumbrance, conditional sale or title retention agreement, lessor’s interest under a lease or analogous instrument, affecting a Person’s property or estate.

“Management Agreement”: That certain Management Agreement dated as of August 31, 1999, between RTI and the Company.

“Manager”: The Person or entity designated as manager of the Company in accordance with the provisions of Section 8 and its successor(s) as manager determined as provided in Section 8.

“Manager Representative”: Any member, manager, officer, employee or agent of the Manager.

“Member”: RTA and RTI and any other Person who becomes a member in the Company in accordance with the terms of this Agreement.

“Membership Interest”: The entire interest of a Member as a member of the Company, including the Member’s (i) Capital Account, (i) interest in the Company’s Profits and Losses, (ii) interest in the Company’s Taxable Income and Tax Loss; (iv) interest in Distributable Cash; and (v) right to participate as a Member, all to the extent provided in this Agreement and under the Act.

“Percentage Interest”: With respect to any Member, such member’s Membership Interest expressed as a percentage of all Membership Interests in the Company as such interest may be changed by the admission of any additional Members pursuant to Section 3.2. The initial Percentage Interests of the Members shall be as follows:

RTA	-	1%
RTI Member	-	99%

The Percentage Interests of the Members may be amended at such other times as the Members agree in writing or upon the admission of an additional Member pursuant to Section 3.2.

“Person”: Any individual, corporation, partnership (general or limited), association, trust, joint stock company, limited liability company, unincorporated organization or other entity.

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“Profits” and “Losses”: For each Fiscal Year or other period, an amount equal to the Company’s Taxable Income or Tax Loss for such year or other period, with the following adjustments:

(i) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses shall be added to such Taxable Income or Tax Loss.

(ii) Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures under Treasury Regulations and not otherwise taken into account in computing Profits or Losses shall be subtracted from such Taxable Income or Tax Loss.

(iii) The Manager shall make any further adjustments required under applicable Treasury Regulations (including adjustments required as a result of an election to adjust “book values within the meaning of Treasury Regulation Section 1.704-1(b)(2)(iv)(f)), provided that the Manager shall have obtained the prior written consent of RTI in each instance.

“Restaurant(s)”: All Ruby Tuesday restaurants owned and operated by the Company, and any Ruby Tuesday restaurants acquired, developed or opened by the Company during the term of the Agreement.

“Restricted Payments”: Any payment of any kind to anyone with a direct or indirect equity interest in the Company (whether as a partner, shareholder, manager, member, or otherwise), or to any of their respective Affiliates, whether characterized as distributions or dividends to partners, shareholders or members, and whether made to them in their capacities as partners, shareholders, members or otherwise, as repayments of loans, or as salary, bonus or other compensation; except for (i) obligations of the Company under the Concession Agreement, or (ii) any obligations owing to the RTI Member or RTI (or its successors or assigns) under or with respect to the Working Capital Debt, the Line of Credit Agreement, the Management Agreement, or other liability or obligation of the Company to RTI or the RTI Member.

“RTI”: Ruby Tuesday, Inc., a Georgia corporation, and its successors and assigns.

“RTI Common Stock”: Shares of the common capital stock $.01 par value, of RTI.

“RTI Stock Price” means the average closing price per share of RTI Common Stock as reported in The Wall Street Journal for each of the twenty (20) consecutive trading days ending prior to the Call Closing Date or Put Closing Date, as applicable.

“Taxable Income” or “Tax Loss”: For each Fiscal Year or other period, the positive or negative amount equal to the Company’s taxable income or loss for such year or other period, determined in accordance with Code Section 703(a), except that all items of income, gain, loss or deduction required to be separately stated pursuant to Code Section 703(a)(1) shall be included in taxable income or loss.

“Treasury Regulations”: The Treasury Regulations promulgated pursuant to the Code.

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“Working Capital Debt”: Any and all sums due and owing by the Company to lenders at any time and however arising which relates to or is secured by the working capital assets of the Company. Amounts owed , if any, under the Line of Credit Agreement between the Company and SunTrust Bank Atlanta in the principal amount of up to $3.5 million, if any, shall be Working Capital Debt hereunder.

2. FORMATION OF THE COMPANY.

2.1. Formation. The Company was formed upon the filing of a Certificate of Formation of the Company with the office of the Secretary of State of Delaware. The Company constitutes a limited liability company formed pursuant to the Act and shall be governed by and operated in accordance with the provisions of this Agreement.

2.2. Name. The name of the Company is RT McGhee-Tyson, LLC.

2.3. Registered Office and Agent. The initial registered office of the Company in Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The Company’s registered agent at that address is The Corporation Trust Company.

2.4. Principal Place of Business. The Company’s principal place of business shall be at 150 West Church Avenue, Maryville, Tennessee, or such other location as the Manager shall determine with the consent of all Members.

2.5. Term. The term of the Company commenced on the filing of the Certificate of Formation with the Office of the Secretary of State or Delaware and shall continue until December 31, 2049, unless terminated earlier pursuant to the terms of this Agreement.

2.6. Purpose of the Company. The purposes of the Company (collectively referred to as the “Business”) are as follows:

2.6.1. To develop the Restaurant(s) , which development may involve the purchase, ownership, lease, maintenance, improvement, management, sale or other disposition of real property, with improvements situated on such real property and the financing of such real property interests and improvements.

2.6.2. Subject to any limitations contained in this Agreement, to do any and all other acts and things which may be necessary, incidental or convenient to carry on the foregoing purposes of the Company.

2.7. Qualifying to do Business in Other States. The Manager shall cause to be filed the required applications to do business in those states where the nature of the Company’s business requires that it be qualified to do business in that state as a foreign limited liability company, including the State of Tennessee.

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3. MEMBERS.

3.1. Members; Percentage Interest. RTA and the RTI Member are the initial Members of the Company and are hereby admitted as Members of the Company as of the date of this Agreement.

3.2. Additional Members. No additional Persons shall be admitted as Members of the Company except as follows:

3.2.1. The admission of any Person other than the RTI Member or RTA as a Member, with the consent of all Members, in which event such Person shall have a Percentage Interest as shall be agreed upon by all Members, and the Percentage Interest of the other Members shall then be modified proportionately, based upon their then Percentage Interest; and

3.2.2. The admission of a Person as a Member resulting from a Disposition pursuant to Section 16 , in which event the Transferee shall have the Percentage Interest disposed of by the transferor.

3.3. Withdrawal of Members. No Member shall have the right or power to withdraw from the Company as a Member, except for a transferor Member whose Assignee is admitted as a Member pursuant to Section 16.4 or except as otherwise provided by this Agreement.

4. CAPITAL CONTRIBUTIONS.

4.1. Initial Capital Contribution. Contemporaneous with the execution of the Agreement: (i) RTI shall make an initial Capital Contribution equal to $1,000 in cash in exchange for 99% of the Membership Interests; and (ii) RTA shall make an initial capital contribution of $10.00, in cash, in exchange for 1% of the Membership Interests.

4.3. Additional Capital Contributions. Except for Capital Contributions described in 4.1 above, no further Capital Contributions to the Company shall be made by any Person without the consent of all Members.

4.4. No Interest on Capital Contributions. No Member shall be entitled to receive interest on any Capital Contribution.

4.5. Limitation on Withdrawals. No Member shall have the right to demand the withdrawal of any portion of its Capital Account at any time, except as specifically set forth in this Agreement.

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5. CAPITAL ACCOUNTS.

5.1. General Rules. Each Member shall have a Capital Account which shall be maintained in accordance with the following provisions:

5.1.1. Each Capital Account respecting a Membership Interest shall be credited with the amount of the Member’s initial Capital Contribution contributed in accordance with this Agreement.

5.1.2. Each Capital Account respecting a Membership Interest shall be increased by (i) the amount of any additional cash contributed by such Member to the Company; (ii) the fair market value (as agreed to by all Members) of any property contributed by such Member to the Company; (iii) the amount of any Company liabilities assumed by such Member or which are secured by any property distributed to such Member as determined under Code Section 752; and (iv) the amount of any Profits or items thereof allocated to such Member pursuant to this Agreement.

5.1.3. Each Capital Account respecting a Membership Interest shall be reduced by (i) the amount of any cash distributed to such Member from the Company, except cash paid to the RTI Member with respect to amounts owed or owing to the RTI Member; (ii) the fair market value (as agreed to by all Members) of any property distributed by the Company to such Member; (iii) the amount of any liabilities of such Member assumed by the Company or which are secured by any property contributed by such Member to the Company as determined under Code Section 752; and (iv) the amount of any Losses or items thereof allocated to such Member pursuant to this Agreement.

5.2. Further Adjustments to Capital Accounts. The foregoing provisions relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulation §1.704-1(b)(2)(iv), and (to the extent possible) shall be interpreted and applied in a manner consistent with such Treasury Regulation. If the Manager determines that it is necessary or appropriate to modify the manner in which Capital Accounts are computed in order to (i) comply with applicable Treasury Regulations, (ii) select any options available under the Treasury Regulations not otherwise specified in this Agreement (including an election under Treasury Regulation Section 1.704-1(b)(2)(iv)(f) to adjust the “book values” of the Company’s assets and Capital Accounts), or (iii) make adjustments that the Manager deems equitable or practicable and consistent with the Members’ economic interests in the Company, then the Manager may make such modification or adjustment or select such option, provided that such action is first approved by RTI, which approval shall not be unreasonably withheld.

5.3. Effect of Transfer of Membership Interest. In the event that all or a portion of any Membership Interest is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Membership Interest.

6. ALLOCATIONS OF PROFITS AND LOSSES; TAX ALLOCATIONS.

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6.1. General Rules for Allocating Profits and Losses. Except as provided in Section 6.2, Profits and Losses (and each item thereof) shall be allocated among the Members in accordance with the Members’ respective Percentage Interests.

6.2. Special Rules Required by Regulations. Notwithstanding the provisions of Section 6.1, the Company’s allocations of Profits and Losses (or items thereof) shall reflect those adjustments or modifications which the Manager reasonably deems necessary or appropriate to cause the allocations to have “substantial economic effect” as defined in applicable Treasury Regulations. Any such adjustments or modifications must be approved by the RTI Member (which approval shall not be unreasonably withheld).

6.3. Tax Allocation.

6.3.1. For income tax purposes, except as otherwise provided by Laws, all items of income, gain, loss, deduction and credit of the Company for any Fiscal Year shall be allocated among the Members in the same manner that Profits and Losses (and items thereof) are allocated for that year. Any elections or decisions related to tax allocations (to the extent not otherwise provided for in this Section 6) shall be made by the Manager with the consent of all Members in any manner that reasonably reflects the purpose and intention of this Agreement, consistent with applicable Treasury Regulations.

6.3.2. In accordance with Code Section 704(c) and the Treasury Regulations promulgated under the Code, income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members, solely for tax purposes, so as to take into account any variation between the adjusted basis of such property to the Company for federal income tax purposes and its fair market value upon contribution.

6.4. Effect on Allocations of New Members or Assignees. In the event that new Members are admitted to the Company or Persons become Assignees on other than the first day of any Fiscal Year, Profits and Losses for such Fiscal Year shall be allocated among the Members and Assignees in accordance with Code Section 706, using any convention permitted by Law and selected by the Manager with the consent of all Members.

6.5. No Effect on Distributable Cash. The provisions of this Section 6 shall have no relevance whatsoever for purposes of determining each Member’s share of the Company’s Distributable Cash or liquidation proceeds, which shall be determined exclusively in accordance with the provision of Sections 7 and 18, respectively.

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7.0. CASH DISTRIBUTIONS.

7.1. Distribution Priorities. Except as otherwise provided in Sections 7.2, 7.3 and 21.5, all Cash Distributions shall be made to the Members pro rata, based upon their respective Percentage Interests.

7.2. Source of Cash Distributions; Consent Requirement. The Company shall distribute an amount equal to the Annual Tax Distribution as determined under Section 7.3, to the extent Distributable Cash is available in any Fiscal Year for such distribution or within 60 days after the end of such Fiscal Year. Distributions for estimated tax payments actually owed by each Member with respect to Member income may be made for such years that Annual Tax Distributions are projected to be owed. The rate to be determined with respect to each Member shall consider such Member’s actual taxable income inclusive of all other income. Such distributions can be made at any time in the reasonable discretion of the Manager. To the extent any Cash Distribution constitutes a portion of the Annual Tax Distribution for the prior Fiscal Year, it shall be disregarded for purposes of the Annual Tax Distribution in the current Fiscal Year. With respect to all Cash Distributions in excess of the Annual Tax Distribution with respect to any Fiscal Year, such Cash Distributions shall be distributed to the Members only out of Distributable Cash, in the reasonable discretion of the Manager.

7.3. Annual Tax Distributions. For purposes of Section 7.2, the Annual Tax Distributions payable with respect to any Fiscal Year shall equal the amount which if a positive number is the lesser of the following calculations: (i) the product of the actual net federal and state income taxes by each member incurred on the Taxable Income of the Company in such Fiscal Year, and (ii) the actual net federal and state income taxes by each Member incurred on the cumulative positive or negative Taxable Income of the Company for all previous Fiscal Years of the Company and such Fiscal Year, it being the intent of this section that no Annual Tax Distribution shall be made with respect to Taxable Income which is, on a net basis, offset by negative Taxable Income in prior Fiscal Years.

8. MANAGEMENT OF THE COMPANY

8.1. Number of Managers. The Company shall have one (1) Manager.

8.2. Initial Manager. RTI is hereby designated as the initial Manager.

8.3. No Resignation of Manager. For as long as this Agreement remains in effect, the Manager shall not resign from the office of Manager of the Company.

8.4. Removal of Manager; Vacancy. Any Member shall have the right to remove the Manager effective immediately for Cause.

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8.4.1. If there is a vacancy in the office of Manager for any reason, including due to a Manager’s removal pursuant to this Section 8.4, then a successor Manager or Managers shall be selected by the Members.

8.5. Powers of Manager. Except for situations in which the approval, consent or any other action of the Members is expressly required or permitted by this Agreement or by the Act, the Manager shall have complete authority and responsibility for the management and control of the Business of the Company, including all day-to-day operations of the Business of the Company.

8.6. Obligations of Manager. The Manager shall use good faith efforts to: (i) continue the Company’s existence as a limited liability company under the Laws of Delaware and of every other jurisdiction in which such existence is necessary to protect the limited liability of the Members or to enable the Company to conduct the Business; (ii) carry out the Business in accordance with the provisions of this Agreement, and applicable Laws; and (iii) exercise all powers and authority consistent with the Business of the Company and the terms of this Agreement.

8.7. Meetings with Members. The Manager shall meet with the Members on a regular basis by telephone if agreeable to all involved, to keep the Members informed of the Company’s affairs.

8.8. Officers. The Manager may designate one or more individuals to be officers of the Company, and any officers so designated shall have such title, authorities and duties as the Manager may delegate to them, but in no event to exceed the authority granted to the Manager pursuant to this Agreement. Any officer may be removed as such (i) at any time by the Manager, or (ii) by any Member acting alone if such Member removes the Manager pursuant to Section 8.4. Officers may be Affiliates of a Member or the Members. The initial officers of the Company shall be:

J. Russell Mothershed	-	President and Chief Executive Officer
Daniel T. Cronk	-	Vice President and Secretary
J. Russell Mothershed	-	Controller

8.9. Accountants. The Company shall engage a firm of independent certified public accountants to audit the affairs of the Company. The Company shall not terminate the services of the accounting firm or select a new accounting firm without the Members’ prior written consent.

8.10. Members Not Involved in Management. Except for situations described in this Agreement or by the Act, the Members shall take no part in the management of, shall not contribute any services to, and shall have no authority to act on behalf of, or to bind, the Company.

8.11. Compensation. No compensation shall be paid to the Manager in its capacity as a Manager without the prior written consent of the Members.

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9. FINANCIAL AND TAX REPORTING; INSPECTION RIGHTS.

9.1. In General. The Manager covenants and agrees to furnish to each of the Members the reports, information, tax returns, other documents and inspection rights set forth in this Section 9.

9.2. Fiscal Period Financial Reports. As soon as available after the end of each Fiscal Period ending before the end of a Fiscal Year, the Manager shall furnish to each Member copies of the Company’s balance sheet as of the end of each such Fiscal Period, and of the related statements of income and cash flows for each such Fiscal Period and for the portion of the Fiscal Year ended with the last day of each such Fiscal Period, all if, as and when prepared.

9.3. Annual Financial Reports. As soon as available, and in any event within 45 days after the end of each Fiscal Year of the Company, the Manager shall furnish to each Member certified copies of the Company’s balance sheet as of the end of such Fiscal Year, and of the related statements of operations, statements of income and cash flows for such Fiscal Year, together with the notes thereto, all in reasonable detail and stating in comparative form the respective figures as of the end of and for the previous Fiscal Year and for such Fiscal Year. Such certified financial statements shall be accompanied by an auditor’s opinion on the statement of operations, balance sheet and statements of income and cash flow along with the appropriate footnote disclosures. Such financial statements shall be prepared in accordance with GAAP and in accordance with generally accepted auditing standards.

9.4. Internal Reports. If, as and when generally disseminated to any other Member, the Manager or executive employees of the Company, the Manager shall furnish to each Member copies of all financial reports, data or the analysis of such data with respect to sales, expenses, cash flow, projections, forecasts, budgets or any other aspect of the financial performance needs of the Company prepared by or on behalf of management of the Company for the uses and purposes of the Company.

9.5. Outside Reports. If, as and when generally disseminated to others, the Manager shall furnish to each Member copies of all financial reports, data or the analysis of such data with respect to sales, expenses, cash flow, projections, forecasts, budgets or any other aspect of the financial performance or needs of the Company prepared by or on behalf of the Company.

9.6. Other Information. With reasonable promptness after reasonably being requested by a Member, from time-to-time, the Manager shall furnish to each Member all such other information regarding the Company’s business condition and financial condition as the Members may from time to time reasonably request including, without limitation, tax information and information relating to Annual Tax Distributions.

9.7. Inspection Rights. At any time and from time to time, each Member shall have the right to visit and inspect any of the Restaurant sites and other properties of the Company, to examine the Company’s books of account and records (and to make copies and extracts therefrom at the Company’s expense), and to discuss the Company’s affairs, finances and accounts with the Company’s officers, employees and accountants.

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10. RIGHTS AND OBLIGATIONS OF MEMBERS.

10.1. Limitation on Power to Manage. Except for the rights of the Members set forth in Section 10.2 or unless authorized to do so pursuant to this Agreement, no Member, employee or agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable for any obligations.

10.2. Specific Actions Requiring Member Consent. Without the prior written consent of the Members, which consent may be granted or withheld in each Members’ sole discretion, the Members covenant and agree as follows:

10.2.1. No Disposition The Company shall not sell, transfer, otherwise dispose of any of its assets including, without limitation, any of the Restaurants, except for (i) assets with a fair market value, in the aggregate of less than $10,000 in any single transaction or series of related transactions, (ii) sales of inventory in the ordinary course of business, and (iii) the replacement of equipment with new equipment.

10.2.2. No Acquisition. The Company shall not acquire any business on a going-concern basis, whether by the acquisition of assets or of interests (equity or otherwise) in any Person, or otherwise, or make or purchase any investment (including, without limitation, any Indebtedness, any guarantee or any ownership or similar interest in any Person) or make any loan or advance to any Person.

10.2.3. No Change. The Company shall not change its Business or engage in or conduct any business activities, other than the Business.

10.2.4. No Merger or Dissolution. The Company shall not enter into any transaction of merger or consolidation with any Person or dissolve, liquidate or terminate or commence bankruptcy or insolvency proceedings, or take any steps to effect any such merger, consolidation, dissolution, liquidation, termination, bankruptcy or insolvency.

10.2.5. Additional Capital Contributions. The Company shall not make a call for, or accept from any Member, any additional Capital Contributions.

10.2.6. Borrowings. Except for the borrowings contemplated in the Line of Credit Agreement, the Company shall not incur any Indebtedness, or enter into any guarantee or other contingent obligation with respect to any other Person’s Indebtedness, or otherwise create any Lien on any of the Company assets, other than as expressly contemplated by, or pursuant to, the Working Capital Debt, the Fixed Asset Debtor as otherwise provided in this Agreement.

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10.2.7. Affiliates. The Company shall not enter into any agreement, arrangement or other transaction of any kind with any Member or any of its Affiliates, other than as provided in this Agreement.

10.2.8. Compensation. The Company shall not provide, or enter into any agreement or arrangement to provide, any compensation, benefits or other remuneration to any Member or to any member, manager, employee, agent or Affiliate of any Member, other than as provided in this Agreement.

10.2.9. Distributions. The Company shall not make any Restricted Payments to any Member or its Affiliates, other than (i) Cash Distributions which do not require Member consent under Section 7.2, (ii) payments permitted pursuant to Section 10.2.9, and (iii) distribution pursuant to Section 18.5.

10.2.10. Operating Agreement. This Agreement shall not be amended, modified, terminated or waived except as provided in Section 20.3.

10.3. No Personal Liability. No Member shall be personally liable for any debts, liabilities or obligations of the Company, except as provided in Section 18-607 of the Act.

10.4. Right to List of Members. Upon the written request of any Member, the Manager shall provide a list showing the names, addresses and Percentage Interests of all Members.

10.5. No Priority on Return of Capital Contributions or Distributions. Except as otherwise provided in this Agreement, no Member shall have priority over any other Member as to the return of any Capital Contributions or as to distributions, including Distributable Cash.

10.6. No Right to Participate in or Approve Actions. Except as otherwise provided in the Act or in this Agreement, the Members, in their capacities as Members, shall not have the right to participate in the affairs of the Company or to approve or vote on any action of the Company.

11. MEETINGS OF THE MEMBERS.

11.1. Call for Meetings. Meetings of the Members for any one or more purposes may be called by any Member. Such request shall state the purpose or purposes of the meeting. Meetings of the Members shall be held at the principal executive office of the Company.

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11.2. Notice. Not less than 10 nor more than 60 days before any meeting of the Members, written notice stating the time and place of such meeting, and the purposes for which such meeting is called, shall be delivered or mailed to each Member, at the address of such Member as it appears upon the books of the Company or, if such Member has filed with the Company a written request that notices be mailed to some other address, than to the address designated in such request.

11.3. Quorum and Voting. Members owning a majority of the Percentage Interests shall constitute a quorum if present in person or by proxy. On all matters on which the Members have the right to vote as provided in this Agreement or applicable Law, the affirmative vote of Members owning Membership Interests constituting a majority of the Percentage Interests shall decide any such election or question brought before the meeting, unless the election or question is one upon which, under an express provision of Law or this Agreement, a different vote is required (including without limitation those items specified in Section 10.2), in which case such express provision shall govern and control the decision of such election or question.

11.4. Proxies. At any meeting of the Members, a Member may vote by proxy executed in writing by the Member or by the Member’s duly authorized attorney-in-fact. Such proxy shall be filed with the Company before or at the time of the meeting. Unless otherwise provided therein, a proxy shall not be valid more than three years after the date of its execution, unless the proxy provides for a longer period.

11.5. Waiver of Notice. Whenever written notice is required to be given to a Member, a written waiver of notice signed by the Member entitled to such notice (whether, in the case of notice of a meeting, the written waiver of notice is signed before or after the meeting) shall be in all respects tantamount to notice. Attendance of a Member at a meeting of the Members shall constitute a waiver of notice of such meeting, except where a Member attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

11.6. Action by Written Consent or Telephone Conference. Any action permitted or required by the Act or this Agreement to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Members entitled to vote on such action, owning no less in Percentage Interests than the aggregate amount required to approve the action. Such consent shall have the same force and effect as a vote at a meeting, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Members. Subject to the requirements of the Act, Members may participate in and hold a meeting by means of a telephone conference or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a Person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

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12. TRANSACTION COSTS; WORKING CAPITAL DEBT; FIXED ASSET DEBT.

12.1. Payment or Reimbursement of Transaction Costs. One Thousand Dollars of all costs incurred by the RTI Member in connection with the formation of the Company shall be contributed to the capital of the Company by the RTI Member in exchange for its Membership Interest, as provided in Section 4.1 hereof.

12.2. Working Capital Debt. In order to fund working capital for the Company, the Company will incur the Working Capital Debt. It is also possible that the Company will borrow additional funds from the lender(s) of the Working Capital Debt or enter into leases with such lender at various times in order to fund the development of additional Restaurants or the acquisition of assets. The obligations owing by the Company (and any guarantors or other Persons) to such lender (or its successors or assigns) at any time, whether now or in the future, with respect to any Working Capital Debt will be the absolute and unconditional obligations of the Company in all events and under all circumstances and will not be impaired or otherwise affected to any extent or subject to any defenses, counterclaims or rights of recoupment notwithstanding the relationship between the RTI Member (or any of its successors or assigns) and the Company , or any act or failure to act on the part of the RTI Member (or any of its successors or assigns), or any claim of the Company against the RTI Member or such lender (or any of their successors or assigns), whether arising under this Agreement or otherwise.

12.3. Fixed Asset Debt. In order to fund fixed asset requirements of the Company, the Company will incur the Fixed Asset Debt. It is also possible that the Company will borrow additional funds from the lender(s) of the Fixed Asset Debt or enter into leases with such lender at various times in order to fund the development of additional Restaurants or the acquisition of assets. The obligations owing by the Company (and any guarantors or other Persons) to such lender (or its successors or assigns) at any time, whether now or in the future, with respect to any Fixed Asset Debt will be the absolute and unconditional obligations of the Company in all events and under all circumstances and will not be impaired or otherwise affected to any extent or subject to any defenses, counterclaims or rights of recoupment notwithstanding the relationship between RTI and the RTI Member (or any of its successors or assigns) and the Company , or any act or failure to act on the part of the RTI Member (or any of its successors or assigns), or any claim of the Company against the RTI Member or such lender (or any of their successors or assigns), whether arising under this Agreement or otherwise.

13. REPRESENTATIONS.

13.1. Organization and Authority of RTA. RTA represents and warrants as of the date of this Agreement as follows:

13.1.1. It is duly organized, validly existing and in good standing under the Laws of the State of Delaware.

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13.1.2. The execution and delivery of this Agreement and performance under this Agreement have been duly authorized by all necessary action on its part, do not violate the terms of its certificate of incorporation or bylaws and do not violate or constitute a breach of any material agreement, instrument, order or judgment to which it is a party or by which it is bound.

13.1.3. This Agreement has been duly executed and delivered on its behalf by a duly authorized signatory and constitutes its valid and binding agreement enforceable against it in accordance with its terms, subject to the effect of applicable bankruptcy and insolvency laws and general equitable principles.

13.1.4. There is no litigation pending or, to its knowledge, threatened against it seeking to enjoin or challenge any of the transactions contemplated by this Agreement.

13.2. Organization and Authority of RTI Member. The RTI Member represents and warrants as of the date of this Agreement as follows:

13.2.1. It is duly organized, validly existing and in good standing under the Laws of the State of Georgia.

13.2.2. The execution and delivery of this Agreement and performance under this Agreement have been duly authorized by all necessary action on its part, do not violate the terms of its certificate of incorporation or bylaws and do not violate or constitute a breach of any material agreement, instrument, order or judgment to which it is a party or by which it is bound.

13.2.3. This Agreement has been duly executed and delivered on its behalf by a duly authorized signatory and constitutes its valid and binding agreement enforceable against it in accordance with its terms, subject to the effect of applicable bankruptcy and insolvency laws and general equitable principles.

13.2.4. There is no litigation pending or, to its knowledge, threatened against it seeking to enjoin or challenge any of the transactions contemplated by this Agreement.

14. RIGHT TO ENGAGE IN COMPETITIVE ACTIVITIES.

14.1. Member Activities. Each Member understands that each other Member, or its Affiliates, may be interested, directly or indirectly, in various other businesses and undertakings not included in the Business of the Company but which may be directly competitive with the Business of the Company. Each Member also understands that the conduct of the Business of the Company may involve business dealings with such other businesses or undertakings. Each Member hereby agrees that the creation of the Company and the assumption by each of the Members of their duties under this Agreement shall be without prejudice to their rights (or the rights of their Affiliates) to have such other interests and activities and to receive and enjoy profits or compensation from them, and each Member waives any rights it might otherwise have to share or participate in such other interests or activities of the other Members or its Affiliates.

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15. LIABILITY AND INDEMNIFICATION.

15.1. No Liability. No Member or Manager shall be personally liable to the Company or other Members in acting on behalf of the Company or in such Person’s capacity as a Member or Manager, except as otherwise required by applicable Law, provided that such Person’s actions or omissions did not constitute fraud, bad faith, negligence, gross negligence, willful misconduct, or breach of this Agreement.

15.2. Right to Indemnification. To the fullest extent permitted by Law, each Member and Manager and all of their respective shareholders, members, partners, directors, managers, officers, agents and employees (individually, an “Indemnitee”) shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, whether joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, by reason of its status as a Member or Manager or a shareholder, member, partner, officer, director, manager, agent or employee of such Member or Manager at the time any such liability or expense is paid or incurred if (a) the Indemnitee acted in good faith and in a manner it reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe its conduct was unlawful, and (b) the Indemnitee’s conduct did not constitute negligence, gross negligence, willful misconduct or a breach of this Agreement.

15.3. Advance Payment. To the fullest extent permitted by Law, expenses incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding subject to this Section 15 shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon the receipt by the Company of (a) a written affirmation of such Indemnitee’s good faith belief that such Indemnitee has met the standard of conduct necessary for indemnification under this Section 15, and (b) an undertaking by or on behalf of the Indemnitee (together with appropriate security therefor) to repay such amount unless it shall be determined that such Person is entitled to be indemnified as authorized in this Section 15.

15.4. No Additional Liability for Members. Any indemnification under this Section 15 shall be satisfied solely out of the Company’s assets. In no event may an Indemnitee subject any Member (or any of its Affiliates) to personal liability by reason of these indemnification provisions, nor shall the indemnification under this Section 15 result in any liability of a Member (or any of its Affiliates) to third parties.

15.5. Limitations on Indemnification. Notwithstanding anything to the contrary contained in this Section 15, no Person shall be entitled to indemnification under this Section 15 if any such indemnification shall be determined to be contrary to applicable Law or if a court of competent jurisdiction determined that such Person is not entitled to indemnification because such Person did not act in good faith or did not act in a manner that such Person reasonably believed was in or not opposed to the best interests of the Company.

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16. RESTRICTIONS AGAINST DISPOSITION.

16.1. General Restriction. No Member shall make any Disposition unless the Disposition is made in accordance with the provisions of this Section 16. Any Disposition contrary to the provisions of this Section 16 shall be void. The Members agree that any proposed Disposition or offer of Disposition contrary to the provisions of this Section 16 would result in irreparable harm to the Company and the other Members, and that the Company and the other Members shall each accordingly be entitled, as a matter of right, to injunctive relief in any court or other forum of competent jurisdiction for the purpose of restraining or rescinding such Disposition or offer of Disposition. This remedy shall be in addition to and not exclusive of any other remedy available to the Company or the other Members at Law or in equity or pursuant to any other provision of this Agreement.

16.1.1. The death, removal, dissolution, bankruptcy, insanity, incompetency, legal incapacity or any other involuntary withdrawal of any Member shall not dissolve or terminate the Company. In the event of such involuntary withdrawal, the legal representative of such Member shall be deemed to be the Assignee of such Member’s Membership Interest and may become a substitute Member upon the terms and conditions set forth in Section 16.5. Such representative shall be responsible for all the obligations to the Company of such Member.

16.2. Transfers by the RTI Member. Notwithstanding anything to the contrary contained in this Agreement, the RTI Member shall be entitled without the consent or approval of the Manager or any other Member to Dispose of all or any part of its Membership Interest, whether to any of its Affiliates or otherwise. Specifically, and without limitation to the foregoing, Manager and any other Member agrees that the RTI Member may sell its assets to a third party; may offer its securities privately or publicly; may merge, spin off, acquire other corporations or be acquired by another corporation; may undertake a refinancing, recapitalization, leveraged buyout or other economic or financial restructuring; and with regard to any or all of the above sales, assignments and dispositions, Manager and all Members expressly and specifically waive any claims, demands, or damages against the RTI Member arising from any such transaction. Nothing contained in this Agreement shall require the RTI Member to offer any services or products to the Company either prior or subsequent to any assignment of its rights in this Agreement.

16.3. Effect of Disposition on Assignee, Transferor and Company. The Assignee of a Membership Interest shall have no right to participate in the business and affairs of the Company or to become a substitute Member (other than the right to share in the Profits or Losses, Taxable Income or Tax Loss and Cash Distributions attributable to the Membership Interest transferred to such Assignee), unless and until the Assignee is admitted as a substitute Member pursuant to the provisions of Section 16.4. The Assignee of a Membership Interest shall be subject to all of the restrictions and liabilities of the transferor Member to the extent of the Membership Interest transferred to such Assignee; provided, however, that the transferor Member shall not be relieved of any of its obligations under this Agreement with respect to the Membership Interest so transferred, unless and until the Assignee is admitted as a Member pursuant to Section 16.4. In the absence of notice to the Manager and Members of the Disposition of any portion of a Membership Interest, whether by operation of Law or otherwise, any distribution or other payment to a transferor shall acquit the Company and the Manager and Members of liability, to the extent of such payment, to any other Person who may be interested in such payment.

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16.4. Admission of Assignee as Substitute Member. If a Membership Interest is transferred to an Assignee as permitted in accordance with Section 16.2, then the Assignee shall be admitted as a substitute Member and shall be vested with all of the rights and powers, but subject to all of the restrictions and liabilities, of the transferor to the extent of the Membership Interest transferred, provided that if the transferee is not then a Member, it shall execute an instrument accepting and agreeing to be bound by all terms and conditions of this Agreement.

17. ACCOUNTING AND TAX MATTERS.

17.1. Books and Records - Right to Inspect-. The Company shall keep adequate books and records reflecting all financial activities of the Company. Such books and records shall be maintained at the principal office of the Company (unless otherwise maintained by the RTI Member under the Service Agreement) and may be inspected and audited by any Member or such Member’s duly authorized representative at any time during business hours at the office of the Company.

17.2. Federal Income Tax Information Return. The Company shall file a federal income tax information return and all other tax returns required to be filed by the Company for each Fiscal Year. Unless prepared by the RTI Member under the Service Agreement, the Manager shall arrange for those returns to be prepared, shall furnish each Member with information necessary for preparing such Member’s income tax returns (including, but not limited to Schedule K-1), and shall use its best efforts to furnish such information on a timely basis, but in no event later than 60 days after the end of each Fiscal Year.

17.3. Tax Matters Member. The Manager is designated as the Tax Matters Member of the Company for purposes of Code Section 6231(a)(7). Such designation shall be implemented in accordance with applicable Treasury Regulations and Internal Revenue forms. To the extent provided in Code Sections 6221 through 6231, the Tax Matters Member is authorized and directed to represent the Company, at the Company’s expense, before taxing authorities or courts of competent jurisdiction in tax matters affecting the Company, and to expend Company funds for professional services and costs associated with such tax matters. The Tax Matters Member shall report to other members before taking any action or making any decision which could have an effect on the outcome of a tax examination, administrative proceeding or litigation involving the Company. The Tax Matters Member shall provide the other Members with periodic information or reports regarding the conduct of any such examination, proceeding or litigation within a reasonable period of time after the occurrence of any material developments. The rights granted to the Tax Matters Member under this Section 17.3 are in addition to any other rights which the Tax Matters Member has under this Agreement or applicable Laws.

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17.4. Income Tax Elections. The Tax Matters Member is authorized to cause the Company to make such elections for income tax purposes as the Tax Matters Member deems advisable, including, in the event of a transfer of all or a part of a Membership Interest of any Member, an election pursuant to Code Section 754 to adjust the basis of the assets of the Company. The Tax Matters Member shall elect to be taxed as a partnership for federal income tax purposes as provided in Treasury Regulation § 301.7701-3(c).

18. DISSOLUTION, LIQUIDATION AND TERMINATION.

18.1. Dissolution. The Company shall dissolve and its affairs shall be wound up upon the first to occur of the following:

18.1.1. The affirmative vote or written consent of the Members;

18.1.2. The entry of a decree of judicial dissolution under the Act;

18.1.3. The sale or other disposition of all or substantially all of the assets of the Company, unless the Company acquires, as consideration, a lease or deferred payments, in which case the Company shall be dissolved when determined by the written consent of the Members pursuant to Section 18.1.1.

18.1.4. The Bankruptcy of a Member; or

18.1.5. December 31, 2049.

18.2. Continuation of the Company. Notwithstanding the provisions of Section 18.1, the occurrence of an event referred to in Section 18.1.4 shall not cause the dissolution of the Company if the other Members, by the affirmative vote of the remaining Members owning more than 50% of the Percentage Interests owned by all of the other Members and more than 50% of the capital interests owned by all of the other Members, elect to continue the business of the Company.

18. 3. No Dissolution. Except as otherwise provided in Section 18.1.4, the Company shall not dissolve as the result of the death, retirement, resignation, expulsion or dissolution of any Member, or upon the occurrence of any other event (other than an event referred to in Section 18.1.4) which terminates the continued membership of a Member under this Agreement or under the Act. In such event, the Members shall take whatever steps may be required under the Act to continue the business of the Company.

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18. 4. Liquidation of Assets Upon Dissolution.

18. 4.1. Upon dissolution of the Company, the Manager shall cause the Company’s assets to be sold or retained for distribution in kind, as the Manager determines to be appropriate. Pending the sale or distribution of the Company’s assets, the Company may continue to operate and otherwise deal with the assets of the Company.

18.4.2. In the event it becomes necessary to make a distribution of Company property in kind, such property shall be transferred and conveyed to the Members or their assignees so as to vest in each of them an interest in the whole of said property equal to their interests in the liquidating distributions in accordance with this Section 18. Any valuation of Company property shall be made by a firm of certified public accountants, appraisers or investment bankers selected by the Manager.

18.5. Distribution of Liquidation Proceeds. The proceeds of any sales made pursuant to Section 18.4, plus any unsold assets of the Company, shall be distributed as follows:

18.5.1. First, all debts and liabilities of the Company shall be paid and discharged;

18.5.2. Second, such reserves shall be established and funded in the amounts which the Members deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company. Reserve funds shall be segregated for purposes of disbursing such amounts in payment of any of the contingencies, liabilities or obligations of the Company arising out of or in connection with the Company, and at the expiration of such period as the Members shall deem advisable, the balance remaining shall be distributed as provided below; and

18.5.3. Third, any remaining assets of the Company shall be distributed to the Members pro rata, based upon each Member’s positive Capital Account balance until all Member’s Capital Account balances have been reduced to zero.

18.5.4. Fourth, any remaining assets of the Company shall be distributed to the Members in accordance with their Percentage Interests.

18.6. No Obligation to Restore Deficit. Upon the liquidation of the Company, if any Member has a deficit balance in its Capital Account (after giving effect to all Capital Account adjustments for all periods including the final Fiscal Year of the Company), such Member shall have no obligation to make any capital contribution to the Company merely because of the existence of such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever.

18.7. No Recourse Against Manager or Other Members for Return of Capital. Members shall look solely to the assets of the Company for the return of their Capital Contributions, which shall be returned, if at all, from distributions, if any, made as provided in this Agreement, and they shall have no recourse against any other Member or any Manager.

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18.8. Certificate of Cancellation, Certificates of Withdrawal. Upon the completion of winding up of the Company, a Certificate of Cancellation shall be filed with the Office of the Secretary of the State of Delaware and Certificates of Withdrawal (or other certificates having the same effect) shall be filed with the appropriate official in any state where the Company is then qualified to do business. These certificates shall set forth the information required by applicable Law.

19. BAR AGAINST CERTAIN ACTIONS CAUSING DISSOLUTION.

Except as expressly permitted by this Agreement, a Member shall not take any voluntary action which would result in the dissolution of the Company under the Act.

20. MISCELLANEOUS.

20.1. No Partition. Each Member irrevocably waives the benefit of any provisions of Law which may provide for the partition of real or personal property and agrees that it will not resort to any action at Law or equity to partition any property of the Company.

20.2. Notices.

20.2.1. Whenever under the terms of this Agreement notice is required to be given, it shall be in writing and shall be deemed given: (i) when hand delivered; (ii) four (4) business days after being mailed, postage prepaid, by registered or certified mail, return receipt requested; or (iii) one (1) business day after being sent by next business day delivery by Federal Express or other reputable overnight courier service providing delivery confirmation. Notices shall be addressed to the Members at their addresses set forth on the books and records of the Company. Any Member may change that Member’s address at any time by notice to the Company.

20.2.2. In the case of any notice under this Agreement to the RTI Member, copies of such notice shall be delivered (in the manner specified in Section 20.2.1) to:

Ruby Tuesday, Inc.

150 West Church Avenue

Maryville, Tennessee 37801

Attn: J. Russell Mothershed

Facsimile No.: (423) 379-6817

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20.2.3. In the case of any notice under this Agreement to RTA, a copy of such notice shall be delivered (in the manner specified in Section 20.2.1) to:

RT Airport, Inc.

150 West Church Avenue

Maryville, Tennessee 37801

Attn: Daniel T. Cronk

Facsimile No.: (423) 379-6816

20.3. Amendments. Any amendment to this Agreement must be approved in writing by all of the Members. Upon adoption of any amendment, all of the Members shall execute any documents required to effectuate such adoption and within a reasonable time after such adoption, the Company shall make or cause to be made any filings or publications required or desirable to reflect such amendment.

20.4. Severability. If any provision of this Agreement or the application of such provision to any Person or circumstance shall be held invalid, illegal or unenforceable, the remainder of this Agreement, or the application of such provision to any Person or circumstance other than those to which it is held invalid, illegal or unenforceable, shall not be affected.

20.5. Remedies Not Exclusive. Anything in this Agreement to the contrary notwithstanding, the remedies set forth in this Agreement shall not be deemed exclusive of any other remedies which any party may have in connection with this Agreement or the breach of this Agreement by any other party.

20.6. Entire Agreement. This Agreement contains the entire understanding among the Members concerning the Company and supersedes any prior or contemporaneous agreements among them, written or oral, with respect to the same subject matter, including, but not limited to, any prior letters of intent or term sheets.

20.7. Binding Effect . This Agreement shall be binding upon and inure to the benefit of each of the Members and the Manager, and their respective successors and permitted assigns.

20.8. Interpretation of Syntax and Headings. All references made and pronouns used in this Agreement shall be construed in the singular or plural, and in such gender, as the sense and circumstances require. Section headings appearing in this Agreement are for convenience of the reader; they shall not be deemed to modify, limit or define the scope or substance of the provisions they introduce, nor shall they be used in construing the intent or effect of such provisions.

20.9. Section, Schedule and Exhibit References. Except as otherwise indicated, all references to Sections, Schedules or Exhibits shall refer to sections (or subsections), schedules or exhibits of this Agreement, as appropriate.

20.10. Saturday, Sunday or Holiday. If any date upon which an action or a transaction is to take place falls on a Saturday, Sunday or a legal holiday, then the action or transaction shall take place on the first business day immediately following that date.

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20.11. Governing Law. This Agreement shall be governed by and construed in accordance with Delaware Laws applicable to the enforcement and interpretation of contracts but without regard to its conflicts of laws principles.

20.12. No Benefit to Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company.

20.13. Effect of Waiver. No waiver of any breach of condition of this Agreement shall be deemed to be a waiver of any other subsequent breach of conditions, whether of like or different nature.

20.14. Expenses. Except as specifically provided with respect to reimbursement under Section 12.1, each Member and not the Company shall be responsible for and shall pay all expenses incurred by such Member in connection with the negotiation, review and entering into of this Agreement, including the fees and expenses of counsel.

20.15. Execution in Counterparts. This Agreement may be executed in counterparts and shall be binding upon each party executing this or any counterpart.

20.16. Mediation. RTA, the RTI Member and any other Person who becomes a Member of the Company agree to submit any claim, controversy or dispute arising out of or relating to this Agreement or the relationship created by this Agreement to non-binding mediation prior to bringing such claim, controversy or dispute in a court or before any other tribunal. The mediation shall be conducted through either an individual mediator or a mediator appointed by a mediation services organization or body experienced in the mediation of disputes between members of limited liability companies, agreed upon by the parties and, failing such agreement within a reasonable period of time after either party has notified the other of its desire to seek mediation of any claim, controversy or dispute (not to exceed fifteen (15) days), by the American Arbitration Association (or any successor organization) in accordance with its rules governing mediation, at the RTI Member’s principal place of business. The costs and expenses of mediation, including compensation and expenses of the mediator (except for the attorneys’ fees incurred by either party), shall be borne by the parties equally. If the parties are unable to resolve the claim, controversy or dispute within ninety (90) days after the mediator has been chosen, then the dispute shall automatically be referred to arbitration under Section 20.17 below to resolve such claim, controversy or dispute, unless such time period is extended by written agreement of the parties. Notwithstanding the foregoing, any Member may bring an action: (1) for monies owed, (2) for injunctive or other extraordinary relief, or (3) involving the possession of or to secure other relief relating to the Restaurant(s), in a court having jurisdiction and in accordance with Section 20.18 below, without first submitting such action to mediation.

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20.17. Arbitration.

20.17.1. Except as provided in this Agreement, RTA, the RTI Member and any other Person who becomes a Member of the Company agree that any claim, controversy or dispute arising out of this Agreement (and any amendments thereto) that cannot be amicably settled among the parties or through mediation shall, except as specifically set forth herein and in Section 20.18, be referred to arbitration. The arbitration shall be conducted through an organization or body experienced in the arbitration of disputes between members of limited liability companies agreed upon by the parties, and, failing such agreement within a reasonable time after the dispute has been referred for arbitration (not to exceed fifteen (15) days) arbitration shall be conducted by the American Arbitration Association in accordance with the rules of the American Arbitration Association, as amended, except that the arbitration shall apply the Federal Rules of Evidence in conducting the hearing sessions. If such rules are in any way contrary to or in conflict with this Agreement, the terms of the Agreement shall control.

20.17.2. Each Member a party to the dispute shall select one arbitrator. If the party upon whom the demand for arbitration is served fails to select an arbitrator within fifteen (15) days after the receipt of the demand for arbitration, then the arbitrator so designated by the party requesting arbitration shall act as the sole arbitrator to resolve the controversy at hand. The two arbitrators designated by the parties shall select a third arbitrator. If the two arbitrators designated by the parties fail to select a third arbitrator within fifteen (15) days, the third arbitrator shall be selected by the organization agreed upon or the American Arbitration Association or any successor thereto, upon application by either party. All of the arbitrators shall be experienced in the arbitration of disputes between Members of limited liability companies. The arbitration shall take place at the RTI Member’s corporate offices. The award of the arbitrators shall be final and judgment upon the award rendered in arbitration may be entered in any court having jurisdiction thereof. The costs and expenses of arbitration may be entered in any court having jurisdiction thereof. The arbitrators shall be required to submit written findings of fact and conclusions of law within thirty (30) business days following the final hearing session of the arbitration. The costs and expenses of arbitration, including compensation and expenses of the arbitrators, shall be borne by the parties as the arbitrators determine. Each party further agrees that, unless such limitation is prohibited by applicable Laws, neither party shall be liable for punitive or exemplary damages, and the arbitrators shall have no authority to award the same.

(a) Notwithstanding the above, the following shall not be subject to arbitration:

(i) disputes and controversies arising from the Sherman Act, the Clayton Act or any other federal or state antitrust Law;

(ii) disputes and controversies based upon or arising under the Lanham Act, as now or hereafter amended, relating to the ownership or validity of intellectual property;

(iii) disputes and controversies relating to actions to obtain possession of the premises of the Restaurants under lease or sublease.

(b) If any Member shall desire to seek specific performance or other extraordinary relief including, but not limited to, injunctive relief under this Agreement, and any amendments thereto, then any such action shall not be subject to arbitration and each Member shall have the right to bring such action as described in Section 20.18.

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(c) In proceeding with arbitration and in making determinations hereunder, the arbitrators shall not extend, modify or suspend any terms of this Agreement. Notice of or request to or demand for arbitration shall not stay, postpone or rescind the effectiveness of any termination of this Agreement.

20.18. Unresolved Disputes. With respect to any claims, controversies or disputes which are not finally resolved through mediation or arbitration as otherwise provided above, Members hereby irrevocably submit themselves to the jurisdiction of the state and the federal district courts located in the state, county or judicial district in which the RTI Member’s principal place of business is located. Members hereby waive all questions of personal jurisdiction for the purpose of carrying out this provision. Members hereby agree that service of process may be made upon any of them in any proceeding relating to or arising out of this Agreement or the relationship created by this Agreement by any means allowed by Delaware or federal Law. Members further agree that venue for any proceeding relating to or arising out of this Agreement shall be the county or judicial district in which the principal place of business of the RTI Member is located; provided, however, with respect to any action (1) for monies owed, (2) for injunctive or other extraordinary relief or (3) involving possession or disposition of, or other relief relating to, the Restaurants, Members may bring such action in any state or federal district court which has jurisdiction.

RT AIRPORT, INC.
By:	/s/ Daniel T. Cronk
Name:
Title:

RUBY TUESDAY, INC.
By:	/s/ J. Russell Mothershed
Name:
Title:

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EX-3.62

Exhibit 3.62

CERTIFICATE OF INCORPORATION

OF RT ONE PERCENT HOLDINGS, INC.

1. The name of the corporation is RT One Percent Holdings, Inc.

2. The address, including the street, number, city, and county, of the registered office of the corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, 19804, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or prompted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) at a par value of $1.00 per share. All such shares are of one class and are shares of Common Stock.

5. The name and mailing address of the sole incorporator are as follows:

Name	Mailing Address
Daniel T. Cronk	Ruby Tuesday, Inc.
	150 West Church Avenue
	Maryville, TN 37801

6. The name and mailing address of the initial directors of the corporation who shall serve until the first annual meeting of stockholders or until their successors are elected and qualified, are as follows:

Name	Mailing Address
S. E. Beall, III	150 West Church Avenue
	Maryville, TN 37801
Marguerite A. Naman	150 West Church Avenue
	Maryville, TN 37801
Daniel T. Cronk	150 West Church Avenue
	Maryville, TN 37801

7. The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of §102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly has hereunto set my hand this 27 day of February, 2001.

/s/ Daniel T. Cronk

Daniel T. Cronk, Sole Incorporator

EX-3.63

Exhibit 3.63

BYLAWS

OF

RT ONE PERCENT HOLDINGS, INC.

(a Delaware corporation)

ARTICLE 1

OFFICES

RT One Percent Holdings, Inc. (the “Corporation”) shall at all times maintain a registered office in the State of Delaware and a registered agent at that address but may have other offices located in or outside of the State of Delaware as the Board of Directors may from time to time determine.

ARTICLE 2

STOCKHOLDERS’ MEETINGS

2.1 Places of Meetings. All meetings of stockholders shall be held at such place or places inside or outside of the State of Delaware as the Board of Directors may from time to time determine or as may be designated in the notice of meeting or waiver of notice thereof, subject to any provisions of the laws of the State of Delaware.

2.2 Annual Meetings. The annual meeting of stockholders for the election of directors and the transaction of such other business as may properly come before the meeting shall be held on such date and at such time as may be designated from time to time by the Board of Directors within four months after the end of each fiscal year of the Corporation. If the annual meeting is not held on the date designated, it may be held as soon thereafter as convenient and shall be called the annual meeting. Written notice of the time and place of the annual meeting shall be given by mail to each stockholder entitled to vote thereat at his address as it appears on the records of the Corporation, not less than ten (10) nor more than sixty (60) days prior to the scheduled date thereof, unless such notice is waived as provided by Article 9 of these Bylaws.

2.3 Special Meetings. Special meetings of stockholders may be called at any time by the Board of Directors and shall be called by the President or Secretary or an Assistant Secretary at the written request of the holders of at least 50% of the total number of shares of stock then outstanding and entitled to vote stating the specific purpose or purposes thereof. Written notice of the time, place and specific purposes of such meeting shall be given by mail to each stockholder entitled to vote thereat at his address as it appears on the records of the Corporation, not less than ten (10) nor more than sixty (60) days prior to the scheduled date thereof, unless such notice is waived as provided in Article 9 of these Bylaws.

2.4 Voting. At all meetings of stockholders, each stockholder entitled to vote on the record date, as determined under Section 6.3 of these Bylaws or, if not so determined, as prescribed under the laws of the State of Delaware, shall be entitled to one vote for each share of stock standing of record in his name, subject to any restrictions or qualifications set forth in the Certificate of Incorporation or any amendment thereto.

2.5 Quorum. At any meeting of stockholders, a majority of the number of shares of stock outstanding and entitled to vote thereat, present in person or by proxy, shall constitute a quorum, but a smaller interest may adjourn any meeting from time to time, and the meeting may

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be held as adjourned without further notice, subject to such limitation as may be imposed under the laws of the State of Delaware. When a quorum is present at any meeting, a majority of the number of shares of stock entitled to vote present thereat shall decide any question brought before such meeting unless the question is one upon which a different vote is required by express provision of the laws of the State of Delaware, the Certificate of Incorporation or these Bylaws, in which case such express provision shall govern.

2.6 Action Without Meeting. Unless otherwise provided in the Certificate of Incorporation or any amendment thereto or by the laws of the State of Delaware, any action required by the laws of the State of Delaware to be taken at any annual or special meeting of stockholders, or any action which may otherwise be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if: (i) a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted; and (ii) prompt notice of the taking of such action by less than unanimous written consent is given to the other stockholders to the extent and in the manner required by the laws of the State of Delaware.

ARTICLE 3

BOARD OF DIRECTORS

3.1 Powers. The business and affairs of the Corporation shall be carried on by or under the direction of the Board of Directors, which shall have all the powers authorized by the laws of the State of Delaware, subject to such limitations as may be provided by the Certificate of Incorporation or these Bylaws.

3.2 Number and Qualification. A Board of Directors shall be elected at each annual meeting of stockholders, each director so elected to serve until the election and qualifications of his successor or until his earlier resignation or removal as provided in these Bylaws. The initial number of directors shall be such as may be determined by the incorporator and thereafter the number of directors shall be not less than one (1) and not more than nine (9), the exact number within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the Board of Directors or by the affirmative vote of the holders of at least 50% of all outstanding shares of capital stock entitled to vote in the election of directors, voting together as a single class, as provided in the Certificate of Incorporation. Each director shall serve for a term of one (1) year or until the election and qualification of his successor or until his earlier resignation or removal as provided in the Certificate of Incorporation or these Bylaws. Any employee of the Corporation or a subsidiary of the Corporation who serves on the Board of Directors shall be deemed to have tendered his resignation from the Board of Directors at the time such employee gives notice of termination of his employment with the Corporation or any subsidiary, as the case may be, or upon the termination of such employment for any reason, whichever occurs first; provided, however, that the Board of Directors, in its sole discretion, may decline to accept the resignation of the former employee from the Board of Directors if the former employee agrees to continue to serve on the Board of Directors notwithstanding the termination of his employment and if the Board of Directors determines that the continued service of the former employee on the Board of Directors is in the best interests of the Corporation and its stockholders. In case of an increase in the number of directors between elections by the stockholders, the additional directorships shall be considered vacancies and shall be filled in the manner prescribed in Article 5 of these Bylaws. Directors need not be stockholders, nor need they be residents of the State of Delaware.

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3.3 Compensation. The Board of Directors, or a committee thereof, may from time to time by resolution authorize the payment of fees or other compensation to the directors for services as such to the Corporation, including, but not limited to, fees for attendance at all meetings of the Board of Directors or any committee thereof, and determine the amount of such fees and compensation. Directors shall in any event be paid their traveling expenses for attendance at all meetings of the Board or committee thereof. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor in amounts authorized or otherwise approved from time to time by the Board or any committee thereof.

3.4 Meetings and Quorum. Meetings of the Board of Directors may be held either inside or outside of the State of Delaware. A quorum shall be one-half (1/2) of the then authorized number of directors, but not less than two (2) directors, provided, however, that if a Board of Directors consisting of one (1) director is authorized, then one (1) director shall constitute a quorum.

The Board of Directors shall, at the close of each annual meeting of stockholders and without further notice other than these Bylaws, if a quorum of directors is then present or as soon thereafter as may be convenient, hold a regular meeting for the election of officers and the transaction of any other business. At such meeting they shall elect a President and a Secretary and such other officers as they deem proper.

The Board of Directors may from time to time provide for the holding of regular meetings with or without notice and may fix the times and places at which such meetings are to be held. Meetings other than regular meetings may be called at any time by the President and must be called by the President or the Secretary or an Assistant Secretary upon the request of any director.

Notice of each meeting, other than a regular meeting (unless required by the Board of Directors), shall be given to each director by mailing the same to each director at his residence or business address at least two (2) days before the meeting or by delivering the same to him personally or by telephone or telegraph at least one (1) day before the meeting unless, in case of exigency, the President or the Secretary shall prescribe a shorter notice to be given personally or by telephone, telegraph, cable or wireless to all or any one or more of the directors at their respective residences or places of business.

Notice of any meeting shall state the time and place of such meeting, but need not state the purposes thereof unless otherwise required by the laws of the State of Delaware, the Certificate of Incorporation, the Bylaws or the Board of Directors.

3.5 Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, provide for an Executive Committee of two or more directors and shall elect the members thereof to serve at the pleasure of the Board of Directors and may designate one of such members to act as chairman. The Board of Directors may at any time change the membership of the Executive Committee, fill vacancies in it, designate alternate members to replace any absent or disqualified members at any meeting of such committee, or dissolve it. During the intervals between the meetings of the Board of Directors, the Executive Committee shall possess and may exercise any or all of the powers of the Board of Directors in the management or direction of the business and affairs of the Corporation and under the Bylaws to the extent authorized by resolution adopted by a majority of the whole Board of Directors and to such limitations as may be imposed by the laws of the State of Delaware.

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The Executive Committee may determine its rules of procedure and the notice to be given of its meeting, and it may appoint such other committees and assistants as it shall from time to time deem necessary. A majority of the members of the Executive Committee shall constitute a quorum.

The Board of Directors may by resolution provide for such other committees as it deems desirable and may discontinue the same at its pleasure. Each such committee shall have the powers and perform such duties, not inconsistent with law, as may be assigned to it by the Board.

3.6 Conference Telephone Meetings. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting by means of a conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

3.7 Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

ARTICLE 4

OFFICERS

4.1 Titles and Election. The officers of the Corporation shall be the President, the Secretary and the Treasurer, all of whom shall initially be elected as soon as convenient by the Board of Directors and thereafter, in the absence of earlier resignations or removals, shall be elected at the first meeting of the Board of Directors following each annual meeting of stockholders. Each officer shall hold office at the pleasure of the Board of Directors except as may otherwise be approved by the Board of Directors, or until his earlier resignation, removal under these Bylaws or other termination of his employment. Any person may hold more than one office if the duties can be consistently performed by the same person and to the extent permitted by the laws of the State of Delaware.

The Board of Directors, in its discretion, may also at any time elect or appoint one or more Vice Presidents, a Chief Operating Officer and one or more Assistant Secretaries and such other officers as it may deem advisable, each of whom shall hold office at the pleasure of the Board of Directors, except as may otherwise be approved by the Board of Directors, or until his earlier resignation, removal or other termination of employment, and shall have such authority and shall perform such duties as may be prescribed or determined from time to time by the Board of Directors or, if not prescribed or determined by the Board of Directors, the President or the then senior executive officer may prescribe or determine. The Board of Directors may require any officer or other employee or agent to give bond for the faithful performance of his duties in such form and with such sureties as the Board may require.

4.2 Duties. Subject to such extension, limitations, and other provisions as the Board of Directors may from time to time prescribe or determine, the following officers shall have the following powers and duties:

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(a) President. The President shall exercise the powers and authority and perform all of the duties commonly incident to his office, shall preside at all meetings of the stockholders and of the Board of Directors if he is a director, and shall perform such other duties as the Board of Directors shall specify from time to time. The President or a Vice President, unless some other person is thereunto specifically authorized by the Board of Directors, shall sign all certificates for shares, bonds, debentures, promissory notes, deeds and contracts of the Corporation.

(b) Vice Presidents. The Vice President or Vice Presidents shall perform such duties as may be assigned to them from time to time by the Board of Directors or by the President if the Board of Directors does not do so. In the absence or disability of the President, the Vice Presidents in order of seniority may, unless otherwise determined by the Board of Directors, exercise the powers and perform the duties pertaining to the office of President, except that if one or more Vice Presidents has been elected or appointed, the person holding such office in order of seniority shall exercise the powers and perform the duties of the office of President.

(c) Secretary. The Secretary or in his absence an Assistant Secretary shall keep the minutes of all meetings of stockholders and of the Board of Directors and any committee thereof, give and serve all notices, attend to such correspondence as may be assigned to him, keep in safe custody the seal of the Corporation, and affix such seal to all such instruments properly executed as may require it, shall perform all of the duties commonly incident to his office and shall have such other duties and powers as may be prescribed or determined from time to time by the Board of Directors or by the President if the Board of Directors does not do so.

(d) Treasurer. The Treasurer or in his absence an Assistant Treasurer, subject to the order of the Board of Directors, shall have the care and custody of the monies, funds, securities, valuable papers and documents of the Corporation (other than his own bond, if any, which shall be in the custody of the President), and shall have, under the supervision of the Board of Directors, all the powers and duties commonly incident to his office. He shall deposit all funds of the Corporation in such bank or banks, trust company or trust companies, or with such firm or firms doing a banking business as may be designated by the Board of Directors or by the President if the Board of Directors does not do so. He may endorse for deposit or collection all checks, notes, and similar instruments payable to the Corporation or to its order. He shall keep accurate books of account of the Corporation’s transactions, which shall be the property of the Corporation, and together with all of the property of the Corporation in his possession, shall be subject at all times to the inspection and control of the Board of Directors. The Treasurer shall be subject in every way to the order of the Board of Directors, and shall render to the Board of Directors and/or the President of the Corporation, whenever they may require it, an account of all his transactions and of the financial condition of the Corporation. In addition to the foregoing, the Treasurer shall have such duties as may be prescribed or determined from time to time by the Board of Directors or by the President if the Board of Directors does not do so.

(e) Assistant Secretaries and Treasurers. Assistants to the Secretaries and Treasurers may be appointed by the President or elected by the Board of Directors and shall perform such duties and have such powers as shall be delegated to them by the President or the Board of Directors.

4.3 Delegation of Authority. The Board of Directors may at any time delegate the powers and duties of any officer for the time being to any other officer, director or employee.

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4.4 Compensation. The compensation of the officers of the Corporation shall be fixed by the Board of Directors or a committee thereof, and the fact that any officer is a director shall not preclude him from receiving compensation or from voting upon the resolution providing the same.

ARTICLE 5

RESIGNATIONS, VACANCIES AND REMOVALS

5.1 Resignations. Any director or officer may resign at any time by giving written notice thereof to the Board of Directors, the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof; and unless otherwise specified therein, the acceptance of any resignation shall not be necessary to make it effective.

5.2 Vacancies.

(a) Directors. Any vacancy in the Board of Directors caused by reason of death, incapacity, resignation, removal, increase in the authorized number of directors or otherwise, shall be filled by the holders of a majority of the shares then entitled to vote at an election of directors. Any director so filling such a vacancy shall serve until the next annual meeting of stockholders and the election and qualification of his successor or until his earlier resignation or removal as provided in the Certificate of Incorporation or these Bylaws.

(b) Officers. The Board of Directors may at any time or from time to time fill any vacancy among the officers of the Corporation.

5.3 Removals.

(a) Directors. Except as may otherwise be provided by the General Corporation Law of Delaware, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

(b) Officers. Subject to the provisions of any validly existing agreement, the Board of Directors may at any meeting remove from office any officer, with or without cause, and may appoint a successor; provided that if action is to be taken to remove the President, the notice of meeting or waiver of notice thereof shall state that one of the purposes of the meeting is to consider and take action on his removal.

ARTICLE 6

CAPITAL STOCK

6.1 Certificates of Stock. Every stockholder shall be entitled to a certificate or certificates for shares of the capital stock of the Corporation in such form as may be prescribed or authorized by the Board of Directors, duly numbered and setting forth the number and kind of shares represented thereby. Such certificates shall be signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer or by the Secretary or an Assistant Secretary. Any or all of such signatures may be in facsimile.

In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on a certificate has ceased to be such officer, transfer agent or registrar before the certificate has been issued, such certificate may nevertheless be issued and delivered by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

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6.2 Transfer of Stock. Shares of the capital stock of the Corporation shall be transferable only upon the books of the Corporation upon the surrender of the certificate or certificates properly assigned and endorsed for transfer. If the Corporation has a transfer agent or registrar acting on its behalf, the signature of any officer or representative thereof may be in facsimile.

The Board of Directors may appoint a transfer agent and one or more co-transfer agents and a registrar and one or more co-registrars and may make or authorize such agents to make all such rules and regulations deemed expedient concerning the issue, transfer and registration of shares of stock.

6.3 Record Dates. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend, or to express consent to corporate action in writing without a meeting, or in order to make a determination of stockholders for any other proper purposes, the Corporation’s stock transfer books shall not be closed, but a record date shall be set by the Board of Directors and, upon that date, the Corporation or its transfer agent shall take a record of the stockholders without actually closing the stock transfer books. Such record date shall not be more than sixty (60) days, nor less than ten (10) days, prior to the date on which the particular action requiring such determination of stockholders is to be taken.

If no such record date is fixed by the Board, the record date shall be that prescribed by the laws of the State of Delaware.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

6.4 Lost Certificates. In case of loss or mutilation or destruction of a stock certificate, a duplicate certificate may be issued upon such terms as may be determined or authorized by the Board of Directors or the Executive Committee, or by the President if the Board of Directors or the Executive Committee does not do so.

ARTICLE 7

FISCAL YEAR, BANK DEPOSITS, CHECKS, ETC.

7.1 Fiscal Year. The fiscal year of the Corporation shall end on the first Tuesday following May 30 each year, unless otherwise fixed by resolution of the Board of Directors.

7.2 Bank Deposit, Checks, Etc. The funds of the Corporation shall be deposited in the name of the Corporation or of any division thereof in such banks or trust companies in the United States or elsewhere as may be designated from time to time by the Board of Directors or the Executive Committee, or by such officer or officers as the Board of Directors or the Executive Committee may authorize to make such designations.

All checks, drafts or other orders for the withdrawal of funds from any bank account shall be signed by the President or such other person or persons as may be designated from time to time by the Board of Directors or the Executive Committee. The signatures on checks, drafts or other orders for the withdrawal of funds may be in facsimile if authorized in the designation.

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ARTICLE 8

BOOKS AND RECORDS

8.1 Place of Keeping Books. The books and records of the Corporation may be kept outside of the State of Delaware.

8.2 Examination of Books. Except as may otherwise be provided by the laws of the State of Delaware, the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the power to determine from time to time whether and to what extent and at what times and places and under what conditions any of the accounts, records and books of the Corporation are to be open to the inspection of any stockholder. No stockholder shall have any right to inspect any account or book or document of the Corporation except as prescribed by law or authorized by express resolution of the stockholders or of the Board of Directors.

ARTICLE 9

NOTICES

9.1 Requirements of Notice. Whenever notice is required to be given by statute, the Certificate of Incorporation or these Bylaws, it shall not mean personal notice unless so specified, but such notice may be given in writing by depositing the same in a post office, letter box, or mail chute postage prepaid and addressed to the person to whom such notice is directed at the address of such person on the records of the Corporation, and such notice shall be deemed given at the time when the same shall be thus mailed.

9.2 Waivers. Any stockholder, director or officer may, in writing or by telegram or cable, at any time waive any notice or other formality required by statute, the Certificate of Incorporation or these Bylaws. Such waiver of notice, whether given before or after any meeting or action, shall be deemed equivalent to notice. Presence of a stockholder either in person or by proxy at any meeting of stockholders and presence of any director at any meeting of the Board of Directors shall constitute a waiver of such notice as may be required by any statute, the Certificate of Incorporation or these Bylaws.

ARTICLE 10

SEAL

The corporate seal of the Corporation shall be in such form as the Board of Directors shall determine from time to time and may consist of a facsimile thereof or the word “SEAL” enclosed in parentheses.

ARTICLE 11

POWERS OF ATTORNEY

The Board of Directors or the Executive Committee may authorize one or more of the officers of the Corporation to execute powers of attorney delegating to named representatives or agents power to represent or act on behalf of the Corporation, with or without power of substitution.

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In the absence of any action by the Board of Directors or the Executive Committee, any officer of the Corporation may execute, for and on behalf of the Corporation, waivers of notice of meetings of stockholders and proxies, or may vote shares directly, for such meetings of any company in which the Corporation may hold voting securities.

ARTICLE 12

INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

The Corporation shall indemnify its directors, officers and employees to the extent provided in the Corporation’s Certificate of Incorporation.

ARTICLE 13

AMENDMENTS

Except as provided otherwise by the laws of the State of Delaware, the Certificate of Incorporation or elsewhere in these Bylaws, these Bylaws may be amended or repealed either:

(a) at any meeting of stockholders at which a quorum is present by vote of a majority of the number of shares of stock entitled to vote present in person or by proxy at such meeting; or

(b) at any meeting of the Board of Directors by a majority vote of the directors then in office; provided that the notice of such meeting of stockholders or directors or waiver of notice thereof contains a statement of the substance of the proposed amendment or repeal.

ARTICLE 14

AGREEMENT AMONG STOCKHOLDERS

If any provision of these Bylaws shall be inconsistent or in conflict with any written agreement among the stockholders of the Corporation, the applicable provisions of such agreement shall control and take precedence over the terms of these Bylaws notwithstanding any provision of these Bylaws.

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EX-3.64

Exhibit 3.64

CERTIFICATE OF FORMATION

OF

RT ONE PERCENT HOLDINGS, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6, Section 18-201 of the Delaware Limited Liability Company Act and the acts amendatory thereof and supplemental thereto) hereby certifies that:

1. The name of the limited liability company is RT One Percent Holdings, LLC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 29 day of May, 2001.

/s/ Daniel T. Cronk

Daniel T. Cronk, Authorized Person

EX-3.65

Exhibit 3.65

RT ONE PERCENT HOLDINGS, LLC

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Agreement”) is entered into this the 29 day of May, 2001, by RUBY TUESDAY, INC. (the “Member”) as the initial Member of RT ONE PERCENT HOLDINGS, LLC, a Delaware limited liability company (the “Company”) organized pursuant to the Delaware Limited Liability Company Act (the “Act”).

FACTS:

1. The Member has formed a limited liability company under the provisions of the Act by causing a Certificate of Formation to be filed with the Delaware Secretary of State;

2. The Member has made an initial capital contribution in the amount of $ 10.00 as consideration for all the outstanding membership interests of the Company; and

3. The Member desires to operate the Company in accordance with the terms and subject to the conditions set forth in this Agreement.

OPERATING AGREEMENT:

ARTICLE 1

FORMATION

Section 1.1 Registered Agent and Office.

The Company’s registered agent for service of process and registered office shall be The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The Company’s Managers (as defined herein) may, from time to time, pursuant to the relevant provisions of the Act, change the registered agent or office.

Section 1.2 Business Purpose.

The business and purposes of the Company shall be to engage in any lawful business permitted by the Act. Subject to the terms of this Agreement, the Company shall have all powers of a limited liability company under the Act.

Section 1.3 Term.

The term of the Company shall be perpetual unless otherwise terminated pursuant to this Agreement or by operation of law.

ARTICLE 2

BOARD OF MANAGERS

Section 2.1 Board of Managers.

The management of the Company shall be vested in a Board of Managers (the “Board”), subject to the Managers’ authority to delegate powers and duties to Officers of the Company; provided that no Manager, acting solely in his or her capacity as a Manager, shall have the authority to act on behalf of or bind the Company, unless expressly authorized to do so by the Board.

Section 2.2 Number and Tenure of Managers.

The number of Managers shall be fixed by the Members. Each Manager shall hold office until such Manager’s successor is appointed by the Member, or until such Manager’s earlier resignation or removal by the Member.

Section 2.3 Regular Meetings of the Board.

Regular meetings of the Board may be held without notice at such time and in such place, either within or without the State of Delaware, as shall from time to time be determined by the Board.

Section 2.4 Special Meetings.

(a) Special meetings of the Board may be called by or at the request of the Member, the President or at least one-third of the number of Managers constituting the whole board. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Delaware, as the place for holding any special meeting of the Board called by them.

(b) Unless waived as provided herein, notice of any special meeting of the Board shall be given at least two (2) days previous thereto by written notice to each Manager at his or her address. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail so addressed, with first class postage thereon prepaid. If sent by any other means (including facsimile, courier, or express mail, etc.), such notice shall be deemed to be delivered when actually delivered to the home or business address of the Manager.

Section 2.5 Quorum of Managers.

A majority of the total number of Managers fixed pursuant to this Agreement shall constitute a quorum for the transaction of business. If less than a majority of the Managers are present at a meeting of the Board, a majority of the Managers present may adjourn the meeting from time to time without further notice.

Section 2.6 Voting of Managers.

The vote of the majority of the Managers present at a meeting at which a quorum is present shall be the act of the Board.

Section 2.7 Resignation and Removal of Managers.

(a) Any Manager may resign at any time upon written notice to the Company.

(b) A Manager, or the entire Board of Managers, may be removed at any time, with or without cause, by the Member.

Section 2.8 Vacancies.

Vacancies in the Board shall be filled by appointment by the Member or, if the Member fails to fill any vacancy on the Board, by a majority of the remaining Managers.

Section 2.9 Participation by Video or Telephone Conference of Managers.

Members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or committee thereof, by means of conference telephone or similar communications equipment as long as all persons participating in the meeting can speak with and hear each other. Participation by a Manager pursuant to this Section 2.9 shall constitute presence in person at such meeting.

Section 2.10 Actions Requiring the Consent of the Member.

Without the approval of the Member, the Board shall not have authority to:

(a) do any act in contravention of this Agreement;

(b) do any act which would make it impossible to carry on the ordinary business of the Company;

(c) co-mingle Company funds with funds of a Manager;

(d) confess a judgment against the Company;

(e) merge or consolidate the Company with or into any other entity or change or reorganize the Company into any other legal form;

(f) execute or deliver any general assignment for the benefit of creditors of the Company or permit the entry of an order of relief against the Company under any state or federal bankruptcy laws; or

(g) sell or transfer all, or substantially all, of the assets of the Company.

Section 2.11 Action Without Meeting.

Any action required or permitted by law or by this Agreement to be taken by the Board may be taken by written consent, without a meeting, if such consent is executed by not less than a majority of the Board. Notice of such action without a meeting by less than unanimous written consent shall be given within ten (10) days of the taking of such action to those Managers of record on the date when the written consent is first executed who did not participate in taking the action.

Section 2.12 Waiver of Notice.

(a) A written waiver of any required notice, signed by the person entitled to notice, whether before or after the date stated therein, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Managers need be specified in any written waiver of notice.

(b) Attendance of a person at a meeting shall constitute a waiver of notice of such meeting.

ARTICLE 3

AUTHORITY OF THE MEMBER

Section 3.1 Authority of the Member.

Except as otherwise provided in this Agreement, the Member shall not participate in the management or control of the Company’s business, transact any business for the Company, or have the power to act for or bind the Company, said powers being vested solely and exclusively in the Managers and the Officers of the Company.

Section 3.2 Rights of the Member. The Member shall have the following rights:

(a) the Member may give its consent to any of the items specified in Section 2.10 above;

(b) the Member may elect to dissolve the Company;

(c) the Member may consent to any amendments to this Agreement or the Certificate of Formation as provided in Section 9.1 below; and

(d) the Member may appoint and remove a Manager in accordance with the applicable provisions of this Agreement.

ARTICLE 4

OFFICERS

Section 4.1 General Provisions.

The Officers of the Company may consist of (i) a Chief Executive Officer, (ii) a President, (iii) a Treasurer, (iv) a Secretary, and (iv) such other Officers as may be elected by the Managers or appointed as provided in this Agreement. Any two or more offices may be held by the same person. The salary of each Officer, if any, shall be set by the Board, provided that the salary, if any, of an Officer who is a Manager shall be set by the Member.

Section 4.2 Election and Appointment of Officers.

The Board shall elect the Officers, and each Officer shall serve for the term of office for which he is elected or appointed and until his successor has been elected or appointed and has qualified, or his earlier resignation, removal from office by the Board or death.

Section 4.3 Chief Executive Officer. The Chief Executive Officer may be elected at the discretion of the manager(s). The Chief Executive Officer shall have such duties and such powers as the Member may be from time to time prescribe, and, in addition, in the absence or disability of the President, and in priority to any vice president, the Chief Executive Officer shall perform the duties and exercise the powers of the President.

Section 4.4 President.

The President shall be responsible for the general and active management of the business of the Company, and shall have the authority to conduct all ordinary business on behalf of the Company and may execute and deliver on behalf of the Company any agreement, conveyance, note or similar document, provided that the approval of the Board or the Member is not required by this Agreement.

Section 4.5 Treasurer.

The Treasurer shall be responsible for the financial books and records of the Company, and for keeping accurate accounts thereof, and shall have such other duties and powers as may from time to time be delegated to him by the President or the Board.

Section 4.6 Secretary.

The Secretary shall keep minutes of all meetings of the Board of the Company, have charge of the minute books, ownership records and seal of the Company and perform such other duties and have such other powers as may from time to time be delegated to him by the President or the Board.

Section 4.7 Assistant Secretaries.

Assistants to the Secretary may be appointed by the President or elected by the Board and shall perform such duties and have such powers as delegated to them by the President or the Board.

Section 4.8 Vice Presidents.

The Company may have one or more Vice Presidents, elected by the Board, who shall perform such duties and have such powers as may be delegated by the President or the Board.

Section 4.9 Removal of Officer.

At a meeting of the Board called expressly for such purpose, any Officer may be removed as an Officer by the affirmative vote of a majority of the Managers.

Section 4.10 Actions Requiring the Consent of the Board.

Without the approval of the Board, no Officer shall have authority to:

(a) do any act in contravention of this Agreement;

(b) do any act which would make it impossible to carry on the ordinary business of the Company;

(c) pledge the credit of the Company for any purpose except for Company purposes;

(d) sell or transfer all, or substantially all, of the assets of the Company;

(e) cause the Company to guarantee any material debt obligations of any person other than the Company;

(f) make any distribution; or

(g) assume or create any material indebtedness other than in the ordinary course of business.

ARTICLE 5

LIMITATIONS ON AUTHORITY;

INDEMNIFICATION AND LIABILITY

Section 5.1 Limitation of Authority.

(a) The Member, acting solely in its capacity as a Member, is not an agent of the Company and does not have any authority to act on behalf of the Company, execute any instrument in connection with the carrying on of the Company’s business and affairs, or otherwise bind the Company in any matter.

(b) Each Manager, acting solely in his capacity as a Manager, is not an agent of the Company and does not have any authority to act on behalf of the Company, execute any instrument in connection with the carrying on of the Company’s business and affairs, or otherwise bind the Company in any matter.

Section 5.2 Liability of the Member and Managers.

(a) The Member shall have no duties or obligations to the Company solely by reason of acting in its capacity as a Member.

(b) Each Manager shall act in a manner he or she believes in good faith to be in the best interests of the Company, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances in carrying on the business and affairs of the Company; provided that no Manager shall have any personal liability to the Company or the Member for any loss or damage sustained by the Company or the Member for breach of a fiduciary or other duty in connection with this Agreement as a Manager, by reason of any act or omission occurring subsequent to the date when this provision becomes effective, except that this provision shall not eliminate or limit the liability of a Manager for (i) intentional misconduct or a knowing violation of law, or (ii) any transaction from which the Manager derived an improper personal benefit in violation or breach of this Agreement.

Section 5.3 Indemnification.

(a) Under the circumstances prescribed in Sections 5.3(c) and 5.3(e), the Company shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether formal or informal, and whether civil, criminal, administrative or investigative, including appeals, (other than an action by or in the right of the Company) by reason of the fact that the person is or was a Member, Manager, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by the person in connection with such claim, action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any claim, action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that (i) the person did not act in good faith, (ii) the person did not act in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, and (iii) with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.

(b) Under the circumstances prescribed in Sections 5.3(c) and 5.3(e), the Company shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the person is or was a Member, Manager, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner,

trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such claim, action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable in the performance of his or her duty to the Company, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a Member, Manager, officer, employee or agent of the Company has been successful on the merits or otherwise in defense of any claim, action, suit or proceeding referred to in Sections 5.3(a) and 5.3(b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith, notwithstanding that he has not been successful on any other issue or matter in any such claim, action, suit or proceeding.

(d) The Company shall indemnify and hold harmless any person who is or was a Member, Manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trustee, employee benefit plan or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the appearance of such person as a witness in any claim, action, suit or proceeding, whether formal or informal and whether civil, criminal, administrative or investigative, including appeals, as a result of such person having occupied such office or position, or undertaken such service when such person is not a party to such action, suit or proceeding.

(e) Except as provided in Section 5.3(c) and except as may be ordered by a court, any indemnification under Sections 5.3(a) and 5.3(b) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Member, Manager, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 5.3(a) and 5.3(b). Such a determination shall be made (i) by the Board by a majority vote of a quorum consisting of Managers who were not parties to, or who have been wholly successful on the merits or otherwise with respect to, such claim, action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, if obtainable, a quorum of disinterested Managers so directs, by the firm of independent legal counsel then employed by the Company, in a written opinion, or (iii) other than with respect to indemnification with respect to the Member, by the affirmative vote of the Member.

(f) Expenses (including attorneys’ fees) incurred in defending a civil or criminal claim, action, suit or proceeding shall be paid by the Company in advance of the final disposition of such claim, action, suit or proceeding upon receipt of an undertaking by or on behalf of the Member, Manager, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized in this Section.

(g) The indemnification and advancement of expenses provided by or granted pursuant to this Section shall be a contract right, shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which those seeking indemnification or advancement of expenses may be entitled under any statute, rule or law, provisions of any resolution, agreement or otherwise specifically or in general terms, both as to action by a Member, Manager, officer, employee or agent in his or her official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be a Member, Manager, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Company shall not effect any sale of substantially all of its assets, merge, consolidate or effect other reorganizations unless the purchaser or surviving entity agrees to assume all such obligations of the Company.

(h) The Company may purchase and maintain insurance on behalf of any person who is or was a Member, Manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of this Section.

(i) For the purposes of this Section, the Company shall be deemed to have requested a Manager, Member, officer, employee or agent of the Company to serve an employee benefit plan whenever the performance by such person of his or her duties to the Company also imposes duties on, or otherwise involves services by, such person to the plan or to participants in or beneficiaries of the plan; “fines” shall be deemed to include excise taxes assessed on such person with respect to an employee benefit plan pursuant to applicable law; and action taken or omitted by such person with respect to an employee benefit plan in the performance of his or her duties for a purpose reasonably believed by him or her to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company. Any indemnification under this Section with regard to any employee benefit plan shall apply notwithstanding any provisions of any employee benefit plan.

(j) If for any reason, any provision of this Section is held invalid, in whole or in part, such invalidity shall not affect any other provision or part of this Section not held so invalid, and each such other provision or part shall to the full extent consistent with law continue in full force and effect.

ARTICLE 6

CONFLICTS OF INTEREST

Section 6.1 Conflicts of Interest.

Any Manager or Officer that proposes to enter into a transaction, directly or indirectly, with the Company must first receive the approval of the Board. Any transaction described in this Section 6.1 that is not first approved by the Board shall, at the discretion of the Board, be null and void.

ARTICLE 7

INCOME TAX MATTERS

Section 7.1 Federal, State and Local Income Taxes.

It is the intention of the Member that the existence of the Company be ignored for federal, state and local income tax purposes.

ARTICLE 8

DISSOLUTION

Section 8.1 Dissolution.

The Company shall be dissolved only upon the election of the Member. Dissolution of the Company shall be effective on the date designated by the Member.

ARTICLE 9

AMENDMENTS AND CONSENTS

Section 9.1 Amendments.

This Agreement and the Certificate of Formation may be amended only with the approval of the Member.

Section 9.2 Method of Giving Consent.

Any consent required by this Agreement must be in writing, and unless otherwise expressly agreed by the Member or the Managers as the case may be, must be given by the Member or Managers as the case may be, at or prior to the doing of the act or thing for which the consent is solicited.

ARTICLE 10

GENERAL PROVISIONS

Section 10.1 Headings.

The headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

Section 10.2 Governing Law.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware.

Section 10.3 Severability.

In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect and shall be enforced to the greatest extent permitted by law.

Section 10.4 Waivers.

No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.

Section 10.5 Agreement; Effect of Inconsistencies with Act.

This Agreement shall govern the existence and organization of the Company, and except to the extent a provision of this Agreement expressly incorporates federal income tax rules by reference to sections of the Internal Revenue Code of 1986, as amended, or regulations thereto or is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule. To the extent any provision of this Agreement is invalid or unenforceable under the Act, the provisions of this Agreement shall be enforced to the maximum extent permitted in order to make this Agreement effective under the Act, and all other parts of this Agreement will remain in force.

IN WITNESS WHEREOF, the Member has executed this Agreement effective as of the date first written above.

MEMBER:
RUBY TUESDAY, INC.
By:	/s/ Daniel T. Cronk
Name:	Daniel T. Cronk
Title:	Senior Vice President

EX-3.66

Exhibit 3.66

CHARTER OF INCORPORATION

OF

QUALITY OUTDOOR SERVICES, INC.

The undersigned, natural person, having capacity to contract and act as the incorporator of the corporation, hereby applies to the Secretary of State for a charter of incorporation pursuant to the provisions of the Tennessee business Corporation Act, and adopts the following charter for this corporation:

1. The name of the corporation is Quality Outdoor Services, Inc.

2. The maximum number of shares of stock which the corporation shall have the authority to issue is two hundred (200) shares which shall have no par or nominal value.

3. The address of the principal office and registered office of the corporation is in the State of Tennessee, County of Blount, and shall be 207 Cusick Street, Maryville, Tennessee 37801.

4. Mike Lewis is hereby designated the registered agent of the corporation and his address shall be 207 Cusick Street, Maryville, Tennessee 37801.

5. The name of the incorporator is Carl P. McDonald whose address is Suite 208, 101 W. Broadway, Maryville, Tennessee 37801.

6. The address of the principal office and the registered office of the corporation shall be 207 Cusick Street, Maryville, Tennessee 37801.

7. The corporation is authorized to issue one class of shares of stock which is common stock and which shall have unlimited voting rights.

8. The corporation is for profit.

9. The corporation shall have all of the powers enumerated under Section 48-13-102 of the Tennessee Code Annotated.

This 10^th day of November, 1993.

/s/ Carl P. McDonald

Carl P. McDonald

Incorporator

EX-3.67

Exhibit 3.67

MINUTES OF THE FIRST MEETING OF THE STOCKHOLDERS OF

QUALITY OUTDOOR SERVICES, INC.

The Stockholders of Quality Outdoor Services, Inc. met at the office of Goddard and Gamble, Attorneys, on the 23^rd day of December, 1993, when there was present Mike Lewis, who presided, and Bruce Guillaume.

By common consent Bruce Guillaume served as Secretary Pro Tem.

Upon motion duly made, seconded and carried, Mike Lewis and Bruce Guillaume were elected the first Board of Directors of the corporation. Bruce Guillaume presented to the meeting proposed by-laws for the governing of the corporation, which were in words and figure as follows:

BY-LAWS

ARTICLE I.

Name and Location

Section 1. The name of the corporation shall be Quality Outdoor Services, Inc.

Section 2. Its principal office shall be located at 207 Cusick Street, Maryville, Tennessee 37801.

Section 3. Other offices for the transaction of business shall be located at such places as the Board of Directors May from time to time determine.

ARTICLE II.

Capital Stock

Section 1. The maximum number of shares which will be outstanding at any one time shall be 200 shares, which shares shall have no par or nominal value.

Section 2. All certificates of stock shall be signed by the President and Secretary.

Section 3. Treasury stock shall be held by the corporation subject to the disposal of the Board of Directors, and shall neither vote nor participate in dividends.

Section 4. The corporation shall have a first lien on all shares of its capital stock and upon all dividends declared upon the same, for any indebtedness of the respective holders thereof to the corporation.

Section 5. Transfers of stock shall be made only on the books of the corporation; and the old certificate, properly endorsed, shall be surrendered and cancelled before a new certificate is issued. The stock books of the corporation shall be closed against transfers for a period of ten days before the day of payment of a dividend and for ten days before each annual meeting of the stockholders.

Section 6. In case of loss or destruction of a certificate of stock, no new certificate shall be issued in lieu thereof except upon satisfactory proof to the Board of Directors of such loss or destruction; and upon the giving of satisfactory security, by bond or otherwise, against loss to the corporation. Any such new certificate shall be plainly marked “Duplicate” upon its face.

ARTICLE III.

Stockholders Meetings

Section 1. The annual meeting of the Stockholders shall be held within the month of January of each year upon ten (10) days notice given under the direction of the Board of Directors, at the principal office of the corporation. At such meetings the Stockholders shall elect Directors to serve until their successors have been elected and qualified.

Section 2. A special meeting of the stockholders, to be held at the same place as the annual meeting, may be called at any time by the President or by resolution of the Board of Directors.

Section 3. Notice of the time and place of all annual and special meetings shall be mailed by the Secretary to each Stockholder ten days before the date thereof, or by personal service of said notice on said stockholders. The stockholders may, by written instrument, waive notice of the time and place of any such stockholders’ meeting.

Section 4. The President, or, in his absence, the Vice-President, shall preside at all such meetings.

Section 5. At every such meeting each stockholder shall be entitled to cast one vote for each share of voting stock held in his name; which vote may be cast by him either in person or by proxy. All proxies shall be in writing, and shall be filed with the secretary and by him entered of record in the minutes of the meeting.

Section 6. A quorum for the transaction of business of any such meeting shall consist of a number of the members representing a majority of the shares of stock issued and out standing; but the stockholders present at any meeting, though less than a quorum, may adjourn the meeting to a future time.

ARTICLE IV.

Directors

Section 1. The business and property of the corporation shall be managed by a Board of two (2) Directors, who shall be elected by the stockholders. A Director need not be a stockholder.

Section 2. The Directors shall be elected annually by the stockholders at the annual meeting and shall hold office for one year or until their successors are duly elected and qualified.

Section 3. The annual meetings of the Directors shall be held in the principal office of the corporation, immediately following the adjournment of each annual stockholders’ meeting.

Section 4. Special meetings of the Board of Directors shall be held in the principal office of the corporation and may be called by the President; and in his absence by the Vice President or by any *Number members of the Board.

Section 5. A quorum for the transaction of business at any regular or special meeting of the Directors shall consist of a majority of the total membership of the Board.

Section 6. Members of the Board of Directors may participate in a meeting of such Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participate in a meeting pursuant to this section shall constitute presence in person at such meeting. The Board of Directors may adopt resolution without the necessity of a formal meeting of the Board by a written consent to the adoption of such resolution signed by each member of the Board. Such resolution, when so adopted, shall be spread upon the minutes of the Board of Directors and shall have the same effect as though adopted in regular session of the Board.

Section 7. The Directors shall elect the officers of the corporation and fix their salaries, such election to be held at the Directors’ meeting following each annual stockholders’ meeting.

Section 8. At each annual Stockholders’ meeting the Directors shall submit a statement of the business done during the preceding year, together with a report of the general financial condition of the corporation, and of the condition of its tangible property.

Section 9. The Directors shall, by proper resolution, designate the person or persons who shall have the authority to issue checks for and in behalf of the corporation.

ARTICLE V.

Officers

Section 1. The Officers of this corporation shall be a President, Vice-president, a Secretary and a Treasurer, who shall be elected for the term of one year, and shall hold office until their successors are duly elected and qualified. The offices of Secretary and Treasurer may be held by one person. The Board of Directors may elect one of such officers as General Manager.

Section 2. The President shall preside at all Directors’ and Stockholders’ meetings; shall sign all stock certificates and written contracts of the corporation and shall perform all such other duties as are incident to his office. In case of the absence or disability of the President, his duties shall be performed by the Vice-President.

Section 3. The Secretary shall issue notices of all Directors’ and Stockholders’ meetings and shall attend and keep the minutes of the same; shall have charge of corporate books, records and papers; shall attest with his signature all stock certificates and written contracts of the corporation; and shall perform all such other duties as are incident to his office, and he need not be either a Director or Stockholder in said corporation.

Section 4. The Treasurer shall have custody of all money and securities of the corporation. He shall keep regular books of account and shall submit them, together with all his vouchers, receipts, records and other papers to the Directors for their examination and approval as often as they may require; and shall perform all such other duties as are incident to his office.

ARTICLE VI.

Dividends and Finance

Section 1. Dividends to be paid out of the surplus earnings of the corporation may be declared from time to time by resolution of the Board of Directors, but no dividend shall be paid that will impair the capital of the corporation.

Section 2. The funds of the corporation shall be deposited in such bank or trust company as the Directors shall designate and shall be withdrawn only on the check or order as provided by the Directors.

Section 3. The fiscal year of the corporation shall be from January 1 to December 31.

ARTICLE VII.

Seal

Section 1. The corporation shall have no seal.

ARTICLE VIII.

Amendments

Section 1. Amendments to these By-Laws may be made by a vote of the stockholders at any annual stockholders’ meeting or at any special stockholders’ meeting when the purposes have been set out.

Upon motion duly made, seconded and carried the foregoing by-laws were unanimously adopted.

There being no further business to come before the meeting the meeting was duly adjourned.

/s/ Bruce Guillaume	/s/ Mike Lewis
Bruce Guillaume Secretary	Mike Lewis President

EX-3.68

Exhibit 3.68

CERTIFICATE OF INCORPORATION

OF

RT AIRPORT, INC.

1. The name of the corporation is RT Airport, Inc.

2. The address. including street, number, city, and county, of the registered office of the corporation in the State of Delaware is 1209 Orange Street, Wilmington, County of Newcastle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) at a par value of $.01 per share, All such shares are of one class and are shares of Common Stock.

5. The name and mailing address of the sole incorporator are as follows:

NAME	MAILING ADDRESS
Carol D. Newman	Powell, Goldstein, Frazer & Murphy LLP 16th Floor 191 Peachtree Street. N.E., Atlanta, Georgia 30303

6. The name and mailing addresses of the initial directors of the corporation who shall serve until the first annual meeting of stockholders or until their successors are elected and qualified, are as follows:

NAME	MAILING ADDRESS
Samuel E. Beall, III	150 West Church Avenue Maryville, TN 37801
J. Russell Mothershed	150 West Church Avenue Maryville, TN 37801
Daniel T. Cronk	150 West Church Avenue Maryville, TN 37801

7. The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of § 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this Certificate. hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly has hereunto set my hand this 30^th day of August, 1999.

/s/ Carol D. Newman

Carol D. Newman, Sole Incorporator

EX-3.69

Exhibit 3.69

BYLAWS

OF

RT AIRPORT, INC.

(a Delaware corporation)

BYLAWS

ARTICLE 1

OFFICES

RT AIRPORT, INC. (the “Corporation”) shall at all times maintain a registered office in the State of Delaware and a registered agent at that address but may have other offices located in or outside of the State of Delaware as the Board of Directors may from time to time determine.

ARTICLE 2

STOCKHOLDERS’ MEETINGS

2.1 Places of Meetings. All meetings of stockholders shall be held at such place or places inside or outside of the State of Delaware as the Board of Directors may from time to time determine or as may be designated in the notice of meeting or waiver of notice thereof, subject to any provisions of the laws of the State of Delaware.

2.2 Annual Meetings. The annual meeting of stockholders for the election of directors and the transaction of such other business as may properly come before the meeting shall be held on such date and at such time as may be designated from time to time by the Board of Directors within four months after the end of each fiscal year of the Corporation. If the annual meeting is not held on the date designated, it may be held as soon thereafter as convenient and shall be called the annual meeting. Written notice of the time and place of the annual meeting shall be given by mail to each stockholder entitled to vote thereat at his address as it appears on the records of the Corporation, not less than ten (10) nor more than sixty (60) days prior to the scheduled date thereof, unless such notice is waived as provided by Article 9 of these Bylaws.

2.3 Special Meetings. Special meetings of stockholders may be called at any time by the Board of Directors and shall be called by the President or Secretary or an Assistant Secretary at the written request of the holders of at least 50% of the total number of shares of stock then outstanding and entitled to vote stating the specific purpose or purposes thereof. Written notice of the time, place and specific purposes of such meeting shall be given by mail to each stockholder entitled to vote thereat at his address as it appears on the records of the Corporation, not less than ten (10) nor more than sixty (60) days prior to the scheduled date thereof, unless such notice is waived as provided in Article 9 of these Bylaws.

2.4 Voting. At all meetings of stockholders, each stockholder entitled to vote on the record date, as determined under Section 6.3 of these Bylaws or, if not so determined, as prescribed under the laws of the State of Delaware, shall be entitled to one vote for each share of stock standing of record in his name, subject to any restrictions or qualifications set forth in the Certificate of Incorporation or any amendment thereto.

2.5 Quorum. At any meeting of stockholders, a majority of the number of shares of stock outstanding and entitled to vote thereat, present in person or by proxy, shall constitute a quorum, but a smaller interest may adjourn any meeting from time to time, and the meeting may be held as adjourned without further notice, subject to such limitation as may be imposed under the laws of the State of Delaware. When a quorum is present at any meeting, a majority of the number of shares of stock entitled to vote present thereat shall decide any question brought before such meeting unless the question is one upon which a different vote is required by express provision of the laws of the State of Delaware, the Certificate of Incorporation or these Bylaws, in which case such express provision shall govern.

2.6 Action Without Meeting. Unless otherwise provided in the Certificate of Incorporation or any amendment thereto or by the laws of the State of Delaware, any action required by the laws of the State of Delaware to be taken at any annual or special meeting of stockholders, or any action which may otherwise be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if: (i) a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted; and (ii) prompt notice of the taking of such action by less than unanimous written consent is given to the other stockholders to the extent and in the manner required by the laws of the State of Delaware.

ARTICLE 3

BOARD OF DIRECTORS

3.1 Powers. The business and affairs of the Corporation shall be carried on by or under the direction of the Board of Directors, which shall have all the powers authorized by the laws of the State of Delaware, subject to such limitations as may be provided by the Certificate of Incorporation or these Bylaws.

3.2 Number and Qualification. A Board of Directors shall be elected at each annual meeting of stockholders, each director so elected to serve until the election and qualifications of his successor or until his earlier resignation or removal as provided in these Bylaws. The initial number of directors shall be such as may be determined by the incorporator and thereafter the number of directors shall be not less than one (1) and not more than nine (9), the exact number within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the Board of Directors or by the affirmative vote of the holders of at least 50% of all outstanding shares of capital stock entitled to vote in the election of directors, voting together as a single class, as provided in the Certificate of Incorporation. Each director shall serve for a term of one (1) year or until the election and qualification of his successor or until his earlier resignation or removal as provided in the Certificate of Incorporation or these Bylaws. Any employee of the Corporation or a subsidiary of the Corporation who serves on the Board of Directors shall be deemed to have tendered his resignation from the Board of Directors at the time such employee gives notice of termination of his employment with the Corporation or any subsidiary, as the case may be, or upon the termination of such employment for any reason, whichever occurs first; provided, however, that the Board of Directors, in its sole discretion, may decline to accept the resignation of the former employee from the Board of Directors if the former employee agrees to continue to serve on the Board of Directors notwithstanding the termination of his employment and if the Board of Directors determines that the continued service of the former employee on the Board of Directors is in the best interests of the Corporation and its stockholders. In case of an increase in the number of directors between elections by the stockholders, the additional directorships shall be considered vacancies and shall be filled in the manner prescribed in Article 5 of these Bylaws. Directors need not be stockholders, nor need they be residents of the State of Delaware.

3.3 Compensation. The Board of Directors, or a committee thereof, may from time to time by resolution authorize the payment of fees or other compensation to the directors for services as such to the Corporation, including, but not limited to, fees for attendance at all meetings of the Board of Directors or any committee thereof, and determine the amount of such fees and compensation. Directors shall in any event be paid their traveling expenses for attendance at all meetings of the Board or committee thereof. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor in amounts authorized or otherwise approved from time to time by the Board or any committee thereof.

3.4 Meetings and Quorum. Meetings of the Board of Directors may be held either inside or outside of the State of Delaware. A quorum shall be one-half (1/2) of the then authorized number of directors, but not less than two (2) directors, provided, however, that if a Board of Directors consisting of one (1) director is authorized, then one (1) director shall constitute a quorum.

The Board of Directors shall, at the close of each annual meeting of stockholders and without further notice other than these Bylaws, if a quorum of directors is then present or as soon thereafter as may be convenient, hold a regular meeting for the election of officers and the transaction of any other business. At such meeting they shall elect a President and a Secretary and such other officers as they deem proper.

The Board of Directors may from time to time provide for the holding of regular meetings with or without notice and may fix the times and places at which such meetings are to be held. Meetings other than regular meetings may be called at any time by the President and must be called by the President or the Secretary or an Assistant Secretary upon the request of any director.

Notice of each meeting, other than a regular meeting (unless required by the Board of Directors), shall be given to each director by mailing the same to each director at his residence or business address at least two (2) days before the meeting or by delivering the same to him personally or by telephone or telegraph at least one (1) day before the meeting unless, in case of exigency, the President or the Secretary shall prescribe a shorter notice to be given personally or by telephone, telegraph, cable or wireless to all or any one or more of the directors at their respective residences or places of business.

Notice of any meeting shall state the time and place of such meeting, but need not state the purposes thereof unless otherwise required by the laws of the State of Delaware, the Certificate of Incorporation, the Bylaws or the Board of Directors.

3.5 Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, provide for an Executive Committee of two or more directors and shall elect the members thereof to serve at the pleasure of the Board of Directors and may designate one of such members to act as chairman. The Board of Directors may at any time change the membership of the Executive Committee, fill vacancies in it, designate alternate members to replace any absent or disqualified members at any meeting of such committee, or dissolve it. During the intervals between the meetings of the Board of Directors, the Executive Committee shall possess and may exercise any or all of the powers of the Board of Directors in the management or direction of the business and affairs of the Corporation and under the Bylaws to the extent authorized by resolution adopted by a majority of the whole Board of Directors and to such limitations as may be imposed by the laws of the State of Delaware.

The Executive Committee may determine its rules of procedure and the notice to be given of its meeting, and it may appoint such other committees and assistants as it shall from time to time deem necessary. A majority of the members of the Executive Committee shall constitute a quorum.

The Board of Directors may by resolution provide for such other committees as it deems desirable and may discontinue the same at its pleasure. Each such committee shall have the powers and perform such duties, not inconsistent with law, as may be assigned to it by the Board.

3.6 Conference Telephone Meetings. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting by means of a conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

3.7 Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

ARTICLE 4

OFFICERS

4.1 Titles and Election. The officers of the Corporation shall be the President, the Secretary and the Treasurer, all of whom shall initially be elected as soon as convenient by the Board of Directors and thereafter, in the absence of earlier resignations or removals, shall be elected at the first meeting of the Board of Directors following each annual meeting of stockholders. Each officer shall hold office at the pleasure of the Board of Directors except as may otherwise be approved by the Board of Directors, or until his earlier resignation, removal under these Bylaws or other termination of his employment. Any person may hold more than one office if the duties can be consistently performed by the same person and to the extent permitted by the laws of the State of Delaware.

The Board of Directors, in its discretion, may also at any time elect or appoint one or more Vice Presidents, a Chief Operating Officer and one or more Assistant Secretaries and such other officers as it may deem advisable, each of whom shall hold office at the pleasure of the Board of Directors, except as may otherwise be approved by the Board of Directors, or until his earlier resignation, removal or other termination of employment, and shall have such authority and shall perform such duties as may be prescribed or determined from time to time by the Board of Directors or, if not prescribed or determined by the Board of Directors, the President or the then senior executive officer may prescribe or determine. The Board of Directors may require any officer or other employee or agent to give bond for the faithful performance of his duties in such form and with such sureties as the Board may require.

4.2 Duties. Subject to such extension, limitations, and other provisions as the Board of Directors may from time to time prescribe or determine, the following officers shall have the following powers and duties:

(a) President. The President shall exercise the powers and authority and perform all of the duties commonly incident to his office, shall preside at all meetings of the stockholders and of the Board of Directors if he is a director, and shall perform such other duties as the Board of Directors shall specify from time to time. The President or a Vice President, unless some other person is thereunto specifically authorized by the Board of Directors, shall sign all certificates for shares, bonds, debentures, promissory notes, deeds and contracts of the Corporation.

(b) Vice Presidents. The Vice President or Vice Presidents shall perform such duties as may be assigned to them from time to time by the Board of Directors or by the President if the Board of Directors does not do so. In the absence or disability of the President, the Vice Presidents in order of seniority may, unless otherwise determined by the Board of Directors, exercise the powers and perform the duties pertaining to the office of President, except that if one or more Vice Presidents has been elected or appointed, the person holding such office in order of seniority shall exercise the powers and perform the duties of the office of President.

(c) Secretary. The Secretary or in his absence an Assistant Secretary shall keep the minutes of all meetings of stockholders and of the Board of Directors and any committee thereof, give and serve all notices, attend to such correspondence as may be assigned to him, keep in safe custody the seal of the Corporation, and affix such seal to all such instruments properly executed as may require it, shall perform all of the duties commonly incident to his office and shall have such other duties and powers as may be prescribed or determined from time to time by the Board of Directors or by the President if the Board of Directors does not do so.

(d) Treasurer. The Treasurer or in his absence an Assistant Treasurer, subject to the order of the Board of Directors, shall have the care and custody of the monies, funds, securities, valuable papers and documents of the Corporation (other than his own bond, if any, which shall be in the custody of the President), and shall have, under the supervision of the Board of Directors, all the powers and duties commonly incident to his office. He shall deposit all funds of the Corporation in such bank or banks, trust company or trust companies, or with such firm or firms doing a banking business as may be designated by the Board of Directors or by the President if the Board of Directors does not do so. He may endorse for deposit or collection all checks, notes, and similar instruments payable to the Corporation or to its order. He shall keep accurate books of account of the Corporation’s transactions, which shall be the property of the Corporation, and together with all of the property of the Corporation in his possession, shall be subject at all times to the inspection and control of the Board of Directors. The Treasurer shall be subject in every way to the order of the Board of Directors, and shall

render to the Board of Directors and/or the President of the Corporation, whenever they may require it, an account of all his transactions and of the financial condition of the Corporation. In addition to the foregoing, the Treasurer shall have such duties as may be prescribed or determined from time to time by the Board of Directors or by the President if the Board of Directors does not do so.

(e) Assistant Secretaries and Treasurers. Assistants to the Secretaries and Treasurers may be appointed by the President or elected by the Board of Directors and shall perform such duties and have such powers as shall be delegated to them by the President or the Board of Directors.

4.3 Delegation of Authority. The Board of Directors may at any time delegate the powers and duties of any officer for the time being to any other officer, director or employee.

4.4 Compensation. The compensation of the officers of the Corporation shall be fixed by the Board of Directors or a committee thereof, and the fact that any officer is a director shall not preclude him from receiving compensation or from voting upon the resolution providing the same.

ARTICLE 5

RESIGNATIONS, VACANCIES AND REMOVALS

5.1 Resignations. Any director or officer may resign at any time by giving written notice thereof to the Board of Directors, the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof; and unless otherwise specified therein, the acceptance of any resignation shall not be necessary to make it effective.

5.2 Vacancies.

(a) Directors. Any vacancy in the Board of Directors caused by reason of death, incapacity, resignation, removal, increase in the authorized number of directors or otherwise, shall be filled by the holders of a majority of the shares then entitled to vote at an election of directors. Any director so filling such a vacancy shall serve until the next annual meeting of stockholders and the election and qualification of his successor or until his earlier resignation or removal as provided in the Certificate of Incorporation or these Bylaws.

(b) Officers. The Board of Directors may at any time or from time to time fill any vacancy among the officers of the Corporation.

5.3 Removals.

(a) Directors. Except as may otherwise be provided by the General Corporation Law of Delaware, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

(b) Officers. Subject to the provisions of any validly existing agreement, the Board of Directors may at any meeting remove from office any officer, with or without cause, and may appoint a successor; provided that if action is to be taken to remove the President, the notice of meeting or waiver of notice thereof shall state that one of the purposes of the meeting is to consider and take action on his removal.

ARTICLE 6

CAPITAL STOCK

6.1 Certificates of Stock. Every stockholder shall be entitled to a certificate or certificates for shares of the capital stock of the Corporation in such form as may be prescribed or authorized by the Board of Directors, duly numbered and setting forth the number and kind of shares represented thereby. Such certificates shall be signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer or by the Secretary or an Assistant Secretary. Any or all of such signatures may be in facsimile.

In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on a certificate has ceased to be such officer, transfer agent or registrar before the certificate has been issued, such certificate may nevertheless be issued and delivered by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

6.2 Transfer of Stock. Shares of the capital stock of the Corporation shall be transferable only upon the books of the Corporation upon the surrender of the certificate or certificates properly assigned and endorsed for transfer. If the Corporation has a transfer agent or registrar acting on its behalf, the signature of any officer or representative thereof may be in facsimile.

The Board of Directors may appoint a transfer agent and one or more co-transfer agents and a registrar and one or more co-registrars and may make or authorize such agents to make all such rules and regulations deemed expedient concerning the issue, transfer and registration of shares of stock.

6.3 Record Dates. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend, or to express consent to corporate action in writing without a meeting, or in order to make a determination of stockholders for any other proper purposes, the Corporation’s stock transfer books shall not be closed, but a record date shall be set by the Board of Directors and, upon that date, the Corporation or its transfer agent shall take a record of the stockholders without actually closing the stock transfer books. Such record date shall not be more than sixty (60) days, nor less than ten (10) days, prior to the date on which the particular action requiring such determination of stockholders is to be taken.

If no such record date is fixed by the Board, the record date shall be that prescribed by the laws of the State of Delaware.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

6.4 Lost Certificates. In case of loss or mutilation or destruction of a stock certificate, a duplicate certificate may be issued upon such terms as may be determined or authorized by the Board of Directors or the Executive Committee, or by the President if the Board of Directors or the Executive Committee does not do so.

ARTICLE 7

FISCAL YEAR, BANK DEPOSITS, CHECKS, ETC.

7.1 Fiscal Year. The fiscal year of the Corporation shall be the calendar year, unless otherwise fixed by resolution of the Board of Directors.

7.2 Bank Deposit, Checks, Etc. The funds of the Corporation shall be deposited in the name of the Corporation or of any division thereof in such banks or trust companies in the United States or elsewhere as may be designated from time to time by the Board of Directors or the Executive Committee, or by such officer or officers as the Board of Directors or the Executive Committee may authorize to make such designations.

All checks, drafts or other orders for the withdrawal of funds from any bank account shall be signed by the President or such other person or persons as may be designated from time to time by the Board of Directors or the Executive Committee. The signatures on checks, drafts or other orders for the withdrawal of funds may be in facsimile if authorized in the designation.

ARTICLE 8

BOOKS AND RECORDS

8.1 Place of Keeping Books. The books and records of the Corporation may be kept outside of the State of Delaware.

8.2 Examination of Books. Except as may otherwise be provided by the laws of the State of Delaware, the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the power to determine from time to time whether and to what extent and at what times and places and under what conditions any of the accounts, records and books of the Corporation are to be open to the inspection of any stockholder. No stockholder shall have any right to inspect any account or book or document of the Corporation except as prescribed by law or authorized by express resolution of the stockholders or of the Board of Directors.

ARTICLE 9

NOTICES

9.1 Requirements of Notice. Whenever notice is required to be given by statute, the Certificate of Incorporation or these Bylaws, it shall not mean personal notice unless so specified, but such notice may be given in writing by depositing the same in a post office, letter box, or mail chute postage prepaid and addressed to the person to whom such notice is directed at the address of such person on the records of the Corporation, and such notice shall be deemed given at the time when the same shall be thus mailed.

9.2 Waivers. Any stockholder, director or officer may, in writing or by telegram or cable, at any time waive any notice or other formality required by statute, the Certificate of Incorporation or these Bylaws. Such waiver of notice, whether given before or after any meeting or action, shall be deemed equivalent to notice. Presence of a stockholder either in person or by proxy at any meeting of stockholders and presence of any director at any meeting of the Board of Directors shall constitute a waiver of such notice as may be required by any statute, the Certificate of Incorporation or these Bylaws.

ARTICLE 10

SEAL

The corporate seal of the Corporation shall be in such form as the Board of Directors shall determine from time to time and may consist of a facsimile thereof or the word “SEAL” enclosed in parentheses.

ARTICLE 11

POWERS OF ATTORNEY

The Board of Directors or the Executive Committee may authorize one or more of the officers of the Corporation to execute powers of attorney delegating to named representatives or agents power to represent or act on behalf of the Corporation, with or without power of substitution.

In the absence of any action by the Board of Directors or the Executive Committee, any officer of the Corporation may execute, for and on behalf of the Corporation, waivers of notice of meetings of stockholders and proxies, or may vote shares directly, for such meetings of any company in which the Corporation may hold voting securities.

ARTICLE 12

INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

The Corporation shall indemnify its directors, officers and employees to the extent provided in the Corporation’s Certificate of Incorporation.

ARTICLE 13

AMENDMENTS

Except as provided otherwise by the laws of the State of Delaware, the Certificate of Incorporation or elsewhere in these Bylaws, these Bylaws may be amended or repealed either:

(a) at any meeting of stockholders at which a quorum is present by vote of a majority of the number of shares of stock entitled to vote present in person or by proxy at such meeting; or

(b) at any meeting of the Board of Directors by a majority vote of the directors then in office; provided that the notice of such meeting of stockholders or directors or waiver of notice thereof contains a statement of the substance of the proposed amendment or repeal.

ARTICLE 14

AGREEMENT AMONG STOCKHOLDERS

If any provision of these Bylaws shall be inconsistent or in conflict with any written agreement among the stockholders of the Corporation, the applicable provisions of such agreement shall control and take precedence over the terms of these Bylaws notwithstanding any provision of these Bylaws.

EX-3.70

Exhibit 3.70

CERTIFICATE OF FORMATION

OF

RT O’TOOLE, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company. under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18. Title 6, Section 18-201 of the Delaware Limited Liability Company Act and the acts amendatory thereof and supplemental thereto) hereby certifies that:

FIRST:	The name of the limited liability company is RT O’Toole, LLC (hereinafter referred to as the “Limited Liability Company”).
SECOND:	The address of the registered office and the name and address of the registered agent of the Limited Liability Company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

Executed as of the 4^th day of November, 1999.

s. Carol D. Newman

Carol D. Newman. Authorized Person

EX-3.71

Exhibit 3.71

RT O’TOOLE, LLC

LIMITED LIABll.ITY COMPANY OPERATING AGREEMENT

THIS LIMITED LIABIITY COMPANY OPERATING AGREEMENT (the “Agreement”) is entered into this 5th day of November, 1999, by ATLANTIC FINANCIAL GROUP, LTD. (the “Member”) as the initial Member of RT O’TOOLE, LLC, a Delaware limited liability company (the «Company”) organized pursuant to the Delaware Limited Liability Company Act (the “Act”).

FACTS:

1. The Member has formed a limited liability company under the provisions of the Act by causing a Certificate of Formation to be filed with the Delaware Secretary of State; and

2. The Member desires to operate the Company in accordance with the terms and subject to the conditions set forth in this Agreement.

OPERAT1NG AGREEMENT:

ARTICLE 1

FORMATION

Section L 1 Registered Agent and Office.

The Company’s registered agent for service of process and registered office shall be The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The Company’s Managers (as defined herein) may, from time to time, pursuant to the relevant provisions of the Act change the registered agent or office.

Section 1.2 Business Purpose.

The business and purposes of the Company shall be to engage in any lawful business permitted by the Act. Subject to the terms of this Agreement, the Company shall have all powers of a limited liability company under the Act.

ARTICLE 2

BOARD OF MANAGERS

Section 2. 1 Board of Managers

The management of the Company shall be vested in a Board of Managers (the “Board”), subject to the Managers’ authority to delegate powers and duties to Officers of the Company; provided that no Manager) acting solely in his or her capacity as a Manager, shall have the authority to act on behalf of or bind the Company, unless expressly authorized to do so by the Board.

Section 2.2 Number and Tenure of Managers.

The number of Managers shall be fixed by the Members. Each Manager shall hold office until such Manager’s successor is appointed by the Member, or until such Manager’s earlier resignation or removal by the Member.

Section 2.3 Regular Meetings of the Board.

Regular meetings of the Board may be held without notice at such time and in such place, either within or without the State of Delaware, as shall from time to time be determined by the Board.

Section 2.4 Special Meetings

(a) Special meetings of the Board may be called by or at the request of the Member, the President or at least one-third of the number of Managers constituting the whole board. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Delaware, as the place for holding any special meeting of the Board called by them.

(b) Unless waived as provided herein, notice of any special meeting of the Board shall be given at least two (2) days previous thereto by mitten notice to each Manager at his or her address. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail so addressed, with first class postage thereon prepaid. If sent by any other means (including facsimile, courier, or express mail, etc.), such notice shall be deemed to be delivered when actually delivered to the home or business address of the Manager,

Section 2.5 Quorum of Managers.

A majority of the total number of Managers fixed pursuant to this Agreement shall constitute a quorum for the transaction of business. If less than a majority of the Managers are present at a meeting of the Board) a majority of the Managers present may adjourn the meeting from time to time without further notice.

Section 2.6 Voting of Managers.

The vote of the majority of the Managers present at a meeting at which a quorum is present shall be the act of the Board.

Section 2.7 Resignation and Removal of Managers.

(a) Any Manager may resign at any time upon written notice to the Company.

(b) A Manager, or the entire Board of Managers, may be removed at any time, with or without cause, by the Member.

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Section 2.8 Vacancies.

Vacancies in the Board shall be filled by appointment by the Member or, if the Member fails to fill any vacancy on the Board, by a majority of the remaining Managers.

Section 2.9 Participation by Video or Telephone Conference of Managers.

Members of the Board, or any committee designated by the Board, may participate in a meeting of the Board. or committee thereof by means of conference telephone or similar communications equipment as long as all persons participating in the meeting can speak with and hear each other. Participation by a Manager pursuant to this Section 2.9 shall constitute presence in person at such meeting.

Section 2.10 Actions Requiring the Consent of the Member.

Without the approval of the Member, the Board shall not have authority to:

(a) do any act in contravention of this Agreement;

(b) do any act which would make it impossible to carry on the ordinary business of the Company;

(c) co-mingle Company funds with funds of a Manager; (d) confess a judgment against the Company;

(e) merge or consolidate the Company with or into any other entity or change or reorganize the Company into any other legal form;

(f) execute or deliver any general assignment for the benefit of creditors of the Company or permit the entry of an order of relief against the Company under any state or federal bankruptcy laws; or

(g) sell or transfer all, or substantially all, of the assets of the Company.

Section 2.11 Action Without Meeting.

Any action required or permitted by law or by this Agreement to be taken by the Board may be taken by written consent, without a meeting. if such consent is executed by not less than a majority of the Board. Notice of such action without a meeting by less than unanimous written consent shall be given within ten (10) days of the taking of such action to those Managers of record on the date when the written consent is first executed who did not participate in taking the action.

Section 2.12 Waiver of Notice.

(a) A written waiver of any required notice, signed by the person entitled to notice. whether before or after the date stated therein, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Managers need be specified in any written waiver of notice.

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(b) Attendance of a person at a meeting shall constitute a waiver of notice of such meeting.

ARTICLE 3

AUTHORITY OF THE MEMBER

Section 3.1 Authority of the Member.

Except as otherwise provided in this Agreement, the Member shall not participate in the management or control of the Company’s business, transact any business for the Company, or have the power to act for or bind the Company, said powers being vested solely and exclusively in the Managers and the Officers of the Company.

Section 3.2 Rights of the Member. The Member shall have the following rights:

(a) the Member may give its consent to any of the items specified in Section 2.10 above;

(b) the Member may elect to dissolve the Company;

(c) the Member may consent to any amendments to this Agreement or the Certificate of Formation as provided in Section 9.1 below; and

(d) the Member may appoint and remove a Manager in accordance with the applicable provisions of this Agreement,

ARTICLE 4

OFFICERS

Section 4.1 General Provisions.

The Officers of the Company shall consist of (i) a Chief Executive Officer, (ii) a President, (iii) a Treasurer, (iv) a Secretary, and (iv) such other Officers as may be elected by the Managers or appointed as provided in this Agreement. Any two or more offices may be held by the same person. The salary of each Officer, if any, shall be set by the Board, provided that the salary, if any, of an Officer who is a Manager shall be set by the Member,

Section 4.2 Election and Appointment of Officers.

The Board shall elect the Officers, and each Officer shall serve for the term of office for which he is elected or appointed and until his successor has been elected or appointed and has qualified, or his earlier resignation, removal from office by the Board or death.

Section 4.3 Chief Executive Officer. The Chief Executive Officer shall have such duties and such powers as the Member may be from time to time prescribe, and, in addition, in the absence or disability of the President, and in priority to any vice president, the Chief Executive Officer shall perform the duties and exercise the powers of the President.

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Section 4.4 President

The President shall be responsible for the general and active management of the business of the Company. and shall have the authority to conduct all ordinary business on behalf of the Company and may execute and deliver on behalf of the Company any agreement, conveyance, note or similar document, provided that the approval of the Board or the Member is not required by this Agreement.

Section 4.5 Treasurer.

The Treasurer shall be responsible for the financial books and records of the Company, and for keeping accurate accounts thereof, and shall have such other duties and powers as may from time to time be delegated to him by the President or the Board.

Section 4.6 Secretary.

The Secretary shall keep minutes of all meetings of the Board of the Company, have charge of the minute books, ownership records and seal of the Company and perform such other duties and have such other powers as may from time to time be delegated to him by the President or the Board.

Section 4.7 Assistant Secretaries.

Assistants to the Secretary may be appointed by the President or elected by the Board and shall perform such duties and have such powers as delegated to them by the President or the Board.

Section4.8 Vice President

The Company may have one or more Vice Presidents, elected by the Board; who shall perform such duties and have such powers as may be delegated by the President or the Board.

Section 4.9 Removal of Officer.

At a meeting of the Board called expressly for such purpose, any Officer may be removed as an Officer by the affirmative vote of a majority of the Managers.

Section 4.10 Actions Requiring the Consent of the Board.

Without the approval of the Board. no Officer shall have authority to:

(a) do any act in contravention of this Agreement;

(b) do any act which would make it impossible to carry on the ordinary business of the Company;

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(c) pledge the credit of the Company for any purpose except for Company purposes;

(d) sell or transfer all, or substantially all, of the assets of the Company;

(e) cause the Company to guarantee any material debt obligations of any person other than the Company;

(f) make any distribution; or

(g) assume or create any material indebtedness other than in the ordinary course of business.

ARTICLE 5

LIMITATIONS ON AUTHORITY;

INDEMNIFICATION AND LIABILITY

Section 5.1 Limitation of Authority

(a) The Member, acting solely in its capacity as a Member, is not an agent of the Company and does not have any authority to act on behalf of the Company, execute any instrument in connection with the carrying on of the Company’s business and affairs, or otherwise bind the Company in any matter.

(b) Each Manager, acting solely in his capacity as a Manager, is not an agent of the Company and does not have any authority to act on behalf of the Company, execute any instrument in connection with the carrying on of the Company’s business and affairs, or otherwise bind the Company in any matter.

Section 5.2 Liability of the Member and Managers.

(a) The Member shall have no duties or obligations to the Company solely by reason of acting in its capacity as a Member.

(b) Each Manager shall act in a manner he or she believes in good faith to be in the best interests of the Company, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances in carrying on the business and affairs of the Company; provided that no Manager shall have any personal liability to the Company or the Member for any loss or damage sustained by the Company or the Member for breach of a fiduciary or other duty in connection with this Agreement as a Manager, by reason of any act or omission occurring subsequent to the date when this provision becomes effective, except that this provision shall not eliminate or limit the liability of a Manager for (i) intentional misconduct or a knowing violation of law, or (ii) any transaction from which the Manager derived an improper personal benefit in violation or breach of this Agreement.

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Section 5.3 Indemnification

(a) Under the circumstances prescribed in Sections 5.3(c) and 5_3 (e). the Company shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether formal or informal, and whether civil, criminal, administrative or investigative, including appeals, (other than an action by or in the right of the Company) by reason of the fact that the person is or was a Member, Manager. officer. employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign Of domestic limited liability company. corporation, partnership, joint venture, trust, employee benefit plan or other- enterprise, against expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by the person in connection with such claim, action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding. had no reasonable cause to believe his or her conduct was unlawful The termination of any claim, action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that (i) the person did not act in good faith, (ii) the person did not act in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, and (iii) with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.

(b) Under the circumstances prescribed in Sections 5.3(c) and 5.3(e). the Company shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the person is or was a Member, Manager, officer, employee or agent of the Company or is or was serving at the request of the Company as a director. officer, partner, trustee. employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such claim, action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to

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be liable in the performance of’ his or her duty to the Company, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a Member, Manager, officer, employee or agent of the Company has been successful on the merits or otherwise in defense of any claim, action, suit or proceeding referred to in Sections 5.3(a) and 5.3(b), or in defense of any claim, issue or matter therein., such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith, notwithstanding that he has not been successful on any other issue or matter in any such claim, action, suit or proceeding.

(d) The Company shall indemnify and hold harmless any person who is or was a Member, Manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trustee, employee benefit plan or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the appearance of such person as a witness in any claim, action, suit or proceeding, whether formal or informal and whether civil) criminal, administrative or investigative, including appeals, as a result of such person having occupied such office or position, or undertaken such service when such person is not a party to such action, suit or proceeding.

(e) Except as provided in Section 5.3(c) and except as may be ordered by a court, any indemnification under Sections 5.3(a) and 5.3(b) shall be made by the Company only as authorized in the specific case upon a determination’ that indemnification of the Member, Manager, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 5.3(a) and 5.3(b). Such a determination shall be made (i) by the Board by a majority vote of a quorum consisting of Managers who were not parties to, or who have been wholly successful on the merits or otherwise with respect to, such claim, action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, if obtainable, a quorum of disinterested Managers so directs, by the firm of independent legal counsel then employed by the Company, in a written opinion, or (iii) other than with respect to indemnification with respect to the Member, by the affirmative vote of the Member.

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(f) Expenses (including attorneys’ fees) incurred in defending a civil or criminal claim, action, suit or proceeding shall be paid by the Company in advance of the final disposition of such claim, action, suit or proceeding upon receipt of an undertaking by or on behalf of the Member, Manager, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized in this Section.

(g) The indemnification and advancement of expenses provided by or granted pursuant to this Section shall be a contract right, shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which those seeking indemnification or advancement of expenses may be entitled under any statute, rule or law, provisions of any resolution. agreement Of otherwise specifically or in general terms, both as to action by a Member, Manager, officer, employee Of agent in his or her official capacity and as to action in another capacity while holding such office Of position, and shall continue as to a person who has ceased to be a Member, Manager, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Company shall not effect any sale of substantially all of its assets, merge, consolidate or effect other reorganizations unless the purchaser or surviving entity agrees to assume all such obligations of the Company.

(h) The Company may purchase and maintain insurance on behalf of any person who is or was a Member, Manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of this Section.

(i) For the purposes of this Section, the Company shall be deemed to have requested a Manager, Member, officer. employee or agent of the Company to serve an employee benefit plan whenever the performance by such person of his or her duties to the Company also imposes duties on, or otherwise involves services by, such person to the plan or to participants in or beneficiaries of the plan; «fines” shall be deemed to include excise taxes assessed on such person with respect to an employee benefit plan pursuant to applicable law; and action taken or omitted by such person with respect to an employee benefit plan in the performance of his or her duties for a purpose reasonably believed by him or her to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company. Any indemnification under this Section with regard to any employee benefit plan shall apply notwithstanding any provisions of any employee benefit plan.

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CD If for any reason, any provision of this Section is held invalid, in whole or in part, such invalidity shall not affect any other provision or part of this Section not held so invalid, and each such other provision or part shall to the full extent consistent with law continue in :full force and effect.

ARTICLE 6

CONFLICTS OF INTEREST

Section 6.1 Conflicts of Interest

Any Manager or Officer that proposes to enter into a transaction, directly or indirectly, with the Company must first receive the approval of the Board. Any transaction described in this Section 6.1 that is not first approved by the Board shall, at the discretion of the Board, be null and void.

ARTICLE 7

INCOME TAX MATTERS

Section 7.1 Federal. State and Local Income Taxes.

It is the intention of the Member that the existence of the Company be ignored for federal, state and local income tax purposes.

ARTICLE 8

DISSOLUTION

Section 8.1 Dissolution

The Company shall be dissolved only upon the election of the Member. Dissolution of the Company shall be effective on the date designated by the Member.

ARTICLE 9

AMENDMENTS AND CONSENTS

Section 9.1 Amendments.

This Agreement and the Certificate of Formation may be amended only with the approval of the Member.

Section 9.2 Method of Giving Consent.

Any consent required by this Agreement must be in writing, and unless otherwise expressly agreed by the Member or the Managers as the case may be, must be given by the Member or Managers as the case may be, at or prior to the doing of the act or thing for which the consent is solicited.

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ARTICLE 10

GENERAL PROVISIONS

Section 10.1 Headings.

The headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof

Section 10.2 Governing Law.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware.

Section 10.3 Severability.

In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect and shall be enforced to the greatest extent permitted by law.

Section 10.4 Waiver.

No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.

Section 10.5 Agreement; Effect of Inconsistencies with Act.

This Agreement shall govern the existence and organization of the Company, and except to the extent a provision of this Agreement expressly incorporates federal income tax rules by reference to sections of the Internal Revenue Code of 1986, as amended, or regulations thereto or is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule. To the extent any provision of this Agreement is invalid or unenforceable under the Act, the provisions of this Agreement shall be enforced to the maximum extent permitted in order to make this Agreement effective under the Act and all other parts of this Agreement will remain in force.

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IN WITNESS WHEREOF, the Member has executed this Agreement effective as of the date first written above.

MEMBER
ATLANTIC FINANCIAL GROUP, LTD.
By: Atlantic Financial Managers, Inc.
Its General Partner
By:	/s/ Stephen S. Brookshire
Name:	Stephen S. Brookshirc
Title:	President

EX-3.72

Exhibit 3.72

CERTIDCATE OF FORMATION

OF

RT SMITH, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6, Section 18-201 of the Delaware Limited Liability Company Act and the acts amendatory thereof and supplemental thereto) hereby certifies that:

FIRST:	The name of the limited liability company is RT Smith, LLC (hereinafter referred to as the “Limited Liability Company”).
SECOND:	The address of the registered office and the name and address of the registered agent of the Limited Liability Company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 1980),

Executed as of the 4th day of November, 1999.

/s/ Carol D. Newman

Carol D. Newman, Authorized Person

EX-3.73

Exhibit 3.73

RT SMITH, LLC

LIMITED LJAB1LITY COMPANY OPERATING AGREEMENT

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Agreement”) is entered into this 5th day of November, 1999, by ATLANTIC FINANCIAL GROUP, LTD. (the “Member”) as the initial Member of RT SMITH, LLC, a Delaware limited liability company (the “Company”) organized pursuant to the Delaware Limited Liability Company Act (the “Act”).

FACTS:

1. The Member has formed a limited liability company under the provisions of the Act by causing a Certificate of Formation to be filed with the Delaware Secretary of State; and

2. The Member desires to operate the Company in accordance with the terms and subject to the conditions set forth in this Agreement.

OPERATIING AGREEMENT:

ARTICLE 1

FORMATION

Section 1.1 Registered Agent and Office.

The Company’s registered agent for service of process and registered office shall be The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The Company’s Managers (as defined herein) may, from time to time, pursuant to the relevant provisions of the Act, change the registered agent or office.

Section 1.2 Business Purpose.

The business and purposes of the Company shall be to engage in any lawful business permitted by the Act. Subject to the terms of this Agreement, the Company shall have all powers of a limited liability company under the Act.

ARTICLE 2

BOARD OF MANAGERS

Section 2.1 Board of Managers.

The management of the Company shall be vested in a Board of Managers (the “Board”), subject to the Managers’ authority to delegate powers and duties to Officers of the Company; provided that no Manager, acting solely in his or her capacity as a Manager, shall have the authority to act on behalf of or bind the Company, unless expressly authorized to do so by the Board.

Section 2.2 Number and Tenure of Managers.

The number of Managers shall be fixed by the Members. Each Manager shall hold office until such Manager’s successor is appointed by the Member, or until such Manager’s earlier resignation or removal by the Member.

Section 2.3 Regular Meetings of the Board.

Regular meetings of the Board may be held without notice at such time and in such place, either within or without the State of Delaware, as shall from time to time be determined by the Board.

Section 2.4 Special Meetings

(a) Special meetings of the Board may be called by or at the request of the Member, the President or at least one-third of the number of Managers constituting the whole board. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Delaware, as the place for holding any special. meeting of the Board called by them.

(b) Unless waived as provided herein, notice of any special meeting of the Board shall be given at least two (2) days previous thereto by written notice to each Manager at his or her address. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail so addressed, with first class postage thereon prepaid. If sent by any other means (including facsimile, courier, or express mail, etc.), such notice shall be deemed to be delivered when actually delivered to the home or business address of the Manager.

Section 2.5 Quorum of Managers.

A majority of the total number of Managers fixed pursuant to this Agreement shall constitute a quorum for the transaction of business. If less than a majority of the Managers are present at a meeting of the Board, a majority of the Managers present may adjourn the meeting from time to time without further notice.

Section 2.6 Voting of Managers.

The vote of the majority of the Managers present at a meeting at which a quorum is present shall be the act of the Board.

Section 2.7 Resignation and Removal of Managers.

(a) Any Manager may resign at any time upon written notice to the Company.

(b) A Manager, or the entire Board of Managers. may be removed at any time, with or without cause, by the Member.

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Section 2.8 Vacancies

Vacancies in the Board shall be filled by appointment by the Member or, if the Member fails to fill any vacancy on the Board) by a majority of the remaining Managers,

Section 2.9 Participation by Video or Telephone Conference of Managers

Members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or committee thereof: by means of conference telephone or similar communications equipment as long as all persons participating in the meeting can speak with and hear each other. Participation by a Manager pursuant to this Section 2.9 shall constitute presence in person at such meeting.

Section 2.10 Actions Requiring the Consent of the Member.

Without the approval of the Member, the Board shall not have authority to:

(a) do any act in contravention of this Agreement;

(b) do any act which would make it impossible to carry on the ordinary business of the Company;

(c) co-mingle Company funds with funds of a Manager;

(d) confess a judgment against the Company;

(e) merge or consolidate the Company with or into any other entity or change or reorganize the Company into any other legal form;

(f) execute or deliver any general assignment for the benefit of creditors of the Company or permit the entry of an order of relief against the Company under any state or federal bankruptcy laws; or

(g) sell or transfer all, or substantially all, of the assets of the Company.

Section 2.11 Action Without Meeting.

Any action required or permitted by law or by this Agreement to be taken by the Board may be taken by written consent, without a meeting, if such consent is executed by not less than a majority of the Board. Notice of such action without a meeting by less than unanimous written consent shall be given within ten (10) days of the taking of such action to those Managers of record on the date when the written consent is first executed who did not participate in taking the action.

Section 2.12 Waiver of Notice

(a) A written waiver of any required notice. signed by the person entitled to notice, whether before or after the date stated therein, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Managers need be specified in any written waiver of notice.

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(b) Attendance of a person at a meeting shall constitute a waiver of notice of such meeting.

ARTICLE 3

AUTHORITY OF THE MEMBER

Section 3.1 Authority of the Member.

Except as otherwise provided in this Agreement, the Member shall not participate in the management or control of the Company’s business, transact any business for the Company, or have the power to act for or bind the Company, said powers being vested solely and exclusively in the Managers and the Officers of the Company.

Section 3.2 Rights of the Member. The Member shall have the following rights:

(a) the Member may give its consent to any of the items specified in Section 2.10 above;

(b) the Member may elect to dissolve the Company;

(c) the Member may consent to any amendments to this Agreement or the Certificate of Formation as provided in Section 9.1 below; and

(d) the Member may appoint and remove a Manager in accordance with the applicable provisions of this Agreement,

ARTICLE 4

OFFICERS

Section 4.1 General Provisions.

The Officers of the Company shall consist of (i) a Chief Executive Officer, (ii) a President, (iii) a Treasurer, (iv) a Secretary, and (iv) such other Officers as may be elected by the Managers or appointed as provided in this Agreement. Any two or more offices may be held by the same person. The salary of each Officer, if any, shall be set by the Board, provided that the salary, if any. of an Officer who is a Manager shall be set by the Member.

Section 4.2 Election and Appointment of Officers.

The Board shall elect the Officers, and each Officer shall serve for the term of office for which he is elected or appointed and until his successor has been elected or appointed and has qualified. or his earlier resignation, removal from office by the Board or death,

Section 4.3 Chief Executive Officer. The Chief Executive Officer shall have such duties and such powers as the Member may be from time to time prescribe, and, in addition, in the absence or disability of the President, and in priority to any vice president, the Chief Executive Officer shall perform the duties and exercise the powers of the President.

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Section 4.4 President

The President shall be responsible for the general and active management of the business of the Company. and shall have the authority to conduct all ordinary business on behalf of the Company and may execute and deliver on behalf of the Company any agreement, conveyance, note or similar document, provided that the approval of the Board or the Member is not required by this Agreement.

Section 4.5 Treasurer.

The Treasurer shall be responsible for the financial books and records of the Company, and for keeping accurate accounts thereof, and shall have such other duties and powers as may from time to time be delegated to him by the President or the Board.

Section 4.6 Secretary.

The Secretary shall keep minutes of all meetings of the Board of the Company, have charge of the minute books, ownership records and seal of the Company and perform such other duties and have such other powers as may from time to time be delegated to him by the President or the Board.

Section 4.7 Assistant Secretaries.

Assistants to the Secretary may be appointed by the President or elected by the Board and shall perform such duties and have such powers as delegated to them by the President or the Board.

Section 4.8 Vice Presidents.

The Company may have one or more Vice Presidents, elected by the Board, who shall perform such duties and have such powers as may be delegated by the President or the Board.

Section 4.9 Removal of Officer.

At a meeting of the Board called expressly for such purpose, any Officer may be removed as an Officer by the affirmative vote of a majority of the Managers.

Section 4.10 Actions Requiring the Consent of the Board.

Without the approval of the Board, no Officer shall have authority to:

(a) do any act in contravention of this Agreement;

(b) do any act which would make it impossible to carry on the ordinary business of the Company;

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(c) pledge the credit of the Company for any purpose except for Company purposes;

(d) sell or transfer all, or substantially all, of the assets of the Company;

(e) cause the Company to guarantee any material debt obligations of any person other than the Company;

(t) make any distribution; or

(g) assume or create any material indebtedness other than in the ordinary course of business.

ARTICLE 5

LIMITATIONS ON AUTHORITY;

INDEMNIFICATION AND LIAB1LITY

Section 5.1 Limitation of Authority,

(a) The Member, acting solely in its capacity as a Member, is not an agent of the Company and does not have any authority to act on behalf of the Company, execute any instrument in connection with the carrying on of the Company’s business and affairs, or otherwise bind the Company in any matter.

(b) Each Manager, acting solely in his capacity as a Manager, is not an agent of the Company and does not have any authority to act on behalf of the Company, execute any instrument in connection with the carrying on of the Company’s business and affairs, or otherwise bind the Company in any matter.

Section 5.2 Liability of the Member and Managers.

(a) The Member shall have no duties or obligations to the Company solely by reason of acting in its capacity as a Member.

(b) Each Manager shall act in a manner he or she believes in good faith to be in the best interests of the Company, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances in carrying on the business and affairs of the Company; provided that no Manager shall have any personal liability to the Company or the Member for any loss or damage sustained by the Company or the Member for breach of a fiduciary or other duty in connection with this Agreement as a Manager, by reason of any act or omission occurring subsequent to the date when this provision becomes effective) except that this provision shall not eliminate or limit the liability of a Manager for (i) intentional misconduct or a knowing violation of law, or (ii) any transaction from which the Manager derived an improper personal benefit in violation or breach of this Agreement.

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Section 5.3 Indemnification.

(a) Under the circumstances prescribed in Sections 5.3(c) and 5.3(e), the Company shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether formal or informal, and whether civil, criminal, administrative or investigative, including appeals, (other than an action by or in the right of the Company) by reason of the fact that the person is or was a Member, Manager, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other-enterprise, against expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by the person in connection with such claim, action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any claim, action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that (i) the person did not act in good faith, (ii) the person did not act in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, and (iii) with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.

(b) Under the circumstances prescribed in Sections 5.3(c) and .5.3(e), the Company shall indemnify and hold harmless any person who Was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the person is or was a Member, Manager, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership. joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such claim, action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to

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be liable in the performance of his or her duty to the Company, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a Member, Manager, officer, employee or agent of the Company has been successful on the merits or otherwise in defense of any claim, action, suit or proceeding referred to in Sections 5.3(a) and 5.3(b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith, notwithstanding that he has not been successful on any other issue or matter in any such claim, action, suit Of proceeding.

(d) The Company shall indemnify and hold harmless any person who is or was at Member, Manager, officer, employee or agent of the Company, or is or W’.!.S serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trustee, employee benefit plan or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the appearance of such person as a witness in any claim, action, suit or proceeding, whether formal or informal and whether civil, criminal, administrative or investigative, including appeals, as a result of such person having occupied such office or position, or undertaken such service when such person is not a party to such action, suit or proceeding.

(e) Except as provided in Section 5.3(c) and except as may be ordered by a court, any indemnification under Sections 5.3(a) and 5.3(b) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Member, Manager, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 5.3(a) and 5.3(b). Such a determination shall be made (i) by the Board by a majority vote of a quorum consisting of Managers who were not parties to, or who have been wholly successful on the merits or otherwise with respect to, such claim, action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, if obtainable, a quorum of disinterested Managers so directs, by the firm of independent legal counsel then employed by the Company, in a written opinion, or (iii) other than with respect to indemnification with respect to the Member, by the affirmative vote of the Member.

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(f) Expenses (including attorneys’ fees) incurred in defending a civil or criminal claim, action, suit or proceeding shall be paid by the Company in advance of the final disposition of such claim, action, suit or proceeding upon receipt of an undertaking by or on behalf of the Member, Manager, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized in this Section.

(g) The indemnification and advancement of expenses provided by or granted pursuant to this Section shall be a contract right, shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which those seeking indemnification or advancement of expenses may be entitled under any statute, rule or law, provisions of any resolution, agreement or otherwise specifically or in general terms, both as to action by a Member, Manager, officer) employee or agent in his or her official capacity and as to action in another capacity while holding-such office or position, and shall continue as to a person who has ceased to be a Member, Manager, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Company shall not effect any sale of substantially all of its assets, merge, consolidate or effect other reorganizations unless the purchaser or surviving entity agrees to assume all such obligations of the Company.

(h) The Company may purchase and maintain insurance on behalf of any person who is or was a Member, Manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust) employee benefit plan or other enterprise against any liability asserted against such person and incurred by him or her in any such capacity. or arising out of his or her status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of this Section.

(i) For the purposes of this Section, the Company shall be deemed to have requested a Manager. Member. officer. employee or agent of the Company to serve an employee benefit plan whenever the performance by such person of his or her duties to the Company also imposes duties on. or otherwise involves services by, such person to the plan or to participants in or beneficiaries of the plan; “fines” shall be deemed to include excise taxes assessed on such person with respect to an employee benefit plan pursuant to applicable law; and action taken or omitted by such person with respect to an employee benefit plan in the performance of his or her duties for a purpose reasonably believed by him or her to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company, Any indemnification under this Section with regard to any employee benefit plan shall apply notwithstanding any provisions of any employee benefit plan.

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G) If for any reason, any provision of this Section is held invalid, in whole or in part, such invalidity shall not affect any other provision or part of this Section not held so invalid, and each such other provision or part shall to the full extent consistent with law continue in full force and effect.

ARTICLE 6

CONFLICTS OF INTEREST

Section 6.1 Conflicts of Interest.,

Any Manager or ‘Officer that proposes to enter into a transaction, directly or indirectly, with the Company must first receive the approval of the Board. Any transaction described in this Section 6.1 that is not first approved by the Board shall, at the discretion of the Board, be null and void.

ARTICLE 7

INCOME TAX MATTERS

Section 7.1 Federal, State and Local Income Taxes.

It is the intention of the Member that the existence of the Company be ignored for federal, state and local income tax purposes.

ARTICLE 8

DISSOLUTION

Section 8.1 Dissolution.

The Company shall be dissolved only upon the election of the Member. Dissolution of the Company shall be effective on the date designated by the Member.

ARTICLE 9

AMENDMENTS AND CONSENTS

Section 9.1 Amendments.

This Agreement and the Certificate of Formation may be amended only with the approval of the Member.

Section 9.2 Method of Giving Consent.

Any consent required by this Agreement must be in writing, and unless otherwise expressly agreed by the Member or the Managers as the case may be, must be given by the Member or Managers as the case may be, at or prior to the doing of the act or thing for which the consent is solicited.

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ARTICLE 10

GENERAL PROVISIONS

Section 10.1 Headings.

The headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof

Section 10.2 Governing Law.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware.

Section 10.3 Severability.

In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement shall not be affected thereby and shall remain in fun force and effect and shall be enforced to the greatest extent permitted by law.

Section 10.4 Waiver

No waiver of any breach or default hereunder shall be considered valid unless in writing. and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.

Section 10.5 Agreement; Effect of Inconsistencies with Act.

This Agreement shall govern the existence and organization of the Company, and except to the ex-tent a provision of this Agreement expressly incorporates federal income tax rules by reference to sections of the Internal Revenue Code of 1986, as amended. or regulations thereto or is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule. To the extent any provision of this Agreement is invalid or unenforceable under the Act, the provisions of this Agreement shall be enforced to the maximum extent permitted in order to make this Agreement effective under the Act, and all other parts of this Agreement will remain in force.

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IN WITNESS WHEREOF, the Member has executed this Agreement effective as of the date first written above. .

MEMBER:
ATLANTIC FINANCIAL GROUP, LTD.
By: Atlantic Financial Managers, Inc.
Its General Partner
By:	/s/ Stephen S. Brookshire
Name:	Stephen S. Brookshire
Title:	President

EX-3.74

Exhibit 3.74

CERTIFICATE OF FORMATION

OF

RT MILLINGTON, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6, Section 18-201 of the Delaware Limited Liability Company Act and the aces amendatory thereof and supplemental thereto) hereby certifies that:

FIRST:	The name of the limited liability company is RT Millington, LLC (hereinafter referred to as the “Limited Liability Company”).
SECOND:	The address of the registered office and the name and address of the registered agent of the Limited Liability Company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

Executed as of the 4^th day of November, 1999.

/s/ Carol D. Newman

Carol D. Newman, Authorized Person

EX-3.75

Exhibit 3.75

RT MlLLlNGTON, LLC

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Agreement”) is entered into this 5th day of November, 1999 by RUBY TUESDAY, INC. (the “Member”) as the initial Member of RT MILLINGTON, LLC, a Delaware limited liability company (the “Company”) organized pursuant to the Delaware Limited Liability Company Act (the “Act”).

FACTS:

1. The Member has formed a limited liability company under the provisions of the Act by causing a Certificate of ‘Formation to be filed with the Delaware Secretary of State; and

2. The Member desires to operate the Company in accordance with the terms and subject to the conditions set forth in this Agreement.

OPERATING AGREEMENT:

ARTICLE 1

FORMATION

Section 1.1 Registered Agent and Office.

The Company’s registered agent for service of process and registered office shall be The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The Company’s Managers (as defined herein) may, from time to time, pursuant to the relevant provisions of the Act, change the registered agent or office.

Section 1.2 Business Purpose.

The business and purposes of the Company shall be to engage in any lawful business permitted by the Act. Subject to the terms of this Agreement, the Company shall have all powers of a limited liability company under the Act.

ARTICLE 2

BOARD OF MANAGERS

Section 2.1 Board of Managers.

The management of the Company shall be vested in a Board of Managers (the “Board”), subject to the Managers’ authority to delegate powers and duties to Officers of the Company; provided that no Manager, acting solely in his or her capacity as a Manager. shall have the authority to act on behalf of or bind the Company, unless expressly authorized to do so by the Board.

Section 2.2 Number and Tenure of Managers.

The number of Managers shall be fixed by the Members. Each Manager shall hold office until such Manager’s successor is appointed by the Member, or until such Manager’s earlier resignation or removal by the Member.

Section 2.3 Regular Meetings of the Board.

Regular meetings of the Board may be held without notice at such time and in such place, either within or without the State of Delaware, as shall from time to time be determined by the Board.

Section 2.4 Special Meetings.

(a) Special meetings of the Board may be called by or at the request of the Member, the President or at least one-third of the number of Managers constituting the whole board. The person or persons authorized to call special meetings of the Board may fix any place either within or without the State of Delaware) as the place for holding any special meeting of the Board called by them.

(b) Unless waived as provided herein, notice of any special meeting of the Board shall be given at least two (2) days previous thereto by written notice to each Manager at his or her address. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail so addressed, with first class postage thereon prepaid. If sent by any other means (including facsimile, courier, or express mail, etc.), such notice shall be deemed to be delivered when actually delivered to the home or business address of the Manager.

Section 2.5 Quorum of Managers.

A majority of the total number of Managers fixed pursuant to this Agreement shall constitute a quorum. for the transaction of business. lf less than a majority of the Managers are present at a meeting of the Board, a majority of the Managers present may adjourn the meeting from time to time without further notice.

Section 2.6 Voting of Managers.

The vote of the majority of the Managers present at a meeting at which a quorum is present shall be the act of the Board.

Section 2.7 Resignation and Removal of Managers.

(a) Any Manager may resign at any time upon written notice to the Company.

(b) A Manager, or the entire Board of Managers, may be removed at any time, with or without cause, by the Member.

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Section 2.8 Vacancies.

Vacancies in the Board shall be filled by appointment by the Member or, if the Member fails to fill any vacancy on the Board, by a majority of the remaining Managers.

Section 2.9 Participation by Video or Telephone Conference of Managers.

Members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or committee thereof by means of conference telephone or similar communications equipment as long as all persons participating in the meeting can speak with and hear each other. Participation by a Manager pursuant to this Section 2.9 shall constitute presence in person at such meeting.

Section 2.10 Actions Requiring the Consent of the Member.

Without the approval of the Member, the Board shall not have authority to:

(a) do any act in contravention of this Agreement;

(b) do any act which would make it impossible to carry on the ordinary business of the Company;

(c) co-mingle Company funds with funds of a Manager;

(d) confess a judgment against the Company;

(e) merge or consolidate the Company with or into any other entity or change or reorganize the Company into any other legal form;

(f) execute or deliver any general assignment for the benefit of creditors of the Company or permit the entry of an order of relief against the Company under any state or federal bankruptcy laws; or

(g) sell or transfer all, or substantially all, of the assets of the Company.

Section 2.11 Action Without Meeting.

Any action required or permitted by law or by this Agreement to be taken by the Board may be taken by written consent, without a meeting, if such consent is executed by not less than a majority of the Board. Notice of such action without a meeting by less than unanimous written consent shall be given within ten (10) days of the ‘taking of such action to those Managers of record on the date when the written consent is first executed who did not participate in taking the action.

Section 2.12 Waiver of Notice.

(a) A written waiver of any required notice, signed by the person entitled to notice, whether before or after the date stated therein, shall be deemed equivalent to notice.

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Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Managers need be specified in any written waiver of notice.

(b) Attendance of a person at a meeting shall constitute a waiver of notice of such meeting.

ARTICLE 3

AUTHORITY OF THE MEMBER

Section 3.1 Authority of the Member.

Except as otherwise provided in this Agreement, the Member shall not participate in the management or control of the Company’s business, transact any business for the Company, or have the power to act for or bind the Company, said powers being vested solely and exclusively in the Managers and the Officers of the Company.

Section 3.2 Rights or the Member. The Member shall have the following rights:

(a) the Member may give its consent to any of the items specified in Section 2.10 above;

(b) the Member may elect to dissolve the Company;

(c) the Member may consent to any amendments to this Agreement or the Certificate of Formation as provided in Section 9.1 below; and

(d) the Member may appoint and remove a Manager in accordance with the applicable provisions of this Agreement.

ARTICLE 4

OFFICERS

Section 4.1 General Provisions.

The Officers of the Company shall consist of (i) a Chief Executive Officer, (ii) a President, (iii) a Treasurer, (iv) a Secretary, and (iv) such other Officers as may be elected by the Managers or appointed as provided in this Agreement. Any two or more offices may be held by the same person. The salary of each Officer, if any, shall be set by the Board, provided that the salary, if any, of an Officer who is a Manager shall be set by the Member.

Section 4.2 Election and Appointment of Officers.

The Board shall elect the Officers, and each Officer shall serve for the term of office for which he is elected or appointed and until his successor has been elected or appointed and has qualified, or his earlier resignation, removal from office by the Board or death.

Section 4.3 Chief Executive Officer. The Chief Executive Officer shall have such duties and such powers as the Member may be from time to time prescribe, and; in addition, in the absence or disability of the President, and in priority to any vice president, the Chief Executive Officer shall perform the duties and exercise the powers of the President.

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Section 4.4 President.

The President shall be responsible for the general and active management of the business of the Company, and shall have the authority to conduct all ordinary business on behalf of the Company and may execute and deliver on behalf of the Company any agreement, conveyance, note or similar document, provided that the approval of the Board or the Member is not required by this Agreement.

Section 4.5 Treasurer.

The Treasurer shall be responsible for the financial books and records of the Company, and for keeping accurate accounts thereof; and shall have such other duties and powers as may from time to time be delegated to him by the President or the Board.

Section 4.6 Secretary.

The Secretary shall keep minutes of all meetings of the Board of the Company, have charge of the minute books, ownership records and seal of the Company and perform such other duties and have such other powers as may from time to time be delegated to him by the President or the Board.

Section 4.7 Assistant Secretaries.

Assistants to the Secretary may be appointed by the President or elected by the Board and shall perform such duties and have such powers as delegated to them by the President or the Board.

Section 4.8 Vice Presidents.

The Company may have one or more Vice Presidents, elected by the Board, who shall perform such duties and have such powers as may be delegated by the President or the Board.

Section 4.9 Removal of Officer.

At a meeting of the Board called expressly for such purpose, any Officer may be removed as an Officer by the affirmative vote of a majority of the Managers.

Section 4.10 Actions Requiring Consent of the Board.

Without the approval of the Board, no Officer shall have authority to:

(a) do any act in contravention of this Agreement;

(b) do any act which would make it impossible to carry on the ordinary business of the Company;

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(c) pledge the credit of the Company for any purpose except for Company purposes;

(d) sell or transfer all, or substantially all, of the assets of the Company;

(e) cause the Company to guarantee any material debt obligations of any person other than the Company

(f) make any distribution; or

(g) assume or create any material indebtedness other than in the ordinary course of business.

ARTICLE 5

LIMITATIONS ON AUTHORITY;

INDEMNIFICATION AND LIABILITY

Section 5.1 Limitation of Authority.

(a) The Member, acting solely in his capacity as a Member, is not an agent of the Company and does not have any authority to act on behalf of the Company, execute any instrument in connection with the carrying on of the Company’s business and affairs, or otherwise bind the Company in any matter.

(b) Each Manager, acting solely in his capacity as a Manager, is not an agent of the Company and does not have any authority to act on behalf of the Company, execute any instrument in connection with the carrying on of the Company’s business and affairs, or otherwise bind the Company in any matter.

Section 5.2 Liability of the Member and Managers.

(a) The Member shall have no dotes or obligations to the Company solely by reason of acting in its capacity as a Member.

(b) Each Manager shall act in a manner he or she believes in good faith to be in the best interests of the Company, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances in carrying on the business and affairs of the Company; provided that no Manager shall have any personal liability to the Company or the Member for any loss or damage sustained by the Company or the Member for breach of a fiduciary or other duty in connection with this Agreement as a Manager, by reason of any act or omission occurring subsequent to the date when this provision becomes effective, except that this provision shall not eliminate or limit the liability of a Manager for (i) intentional misconduct or a knowing violation of law, or (ii) any transaction from which the Manager derived an improper personal benefit in violation or breach of this Agreement,

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Section 5.3 Indemnification.

(a) Under the circumstances prescribed in Sections 5.3(c) and 5.3 (e), the Company shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether formal or informal, and whether civil, criminal, administrative or investigative, including appeals, (other than an action by or in the right of the Company) by reason of the fact that the person is or was a Member, Manager, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by the person in connection with such claim, action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any claim, action, suit Dr proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself. Create a presumption that (i) the person did not act in good faith, (ii) the person did not act in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, and (iii) with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.

(b) Under the circumstances prescribed in Sections 5.3(c) and 5.3 (e), the Company shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the person is or was a Member, Manager, officer, employee or agent of the Company or is or was serving it the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually anc. reasonably incurred by the person in connection with the defense or settlement of such claim. action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to

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be liable in the performance of his or her duty to the Company, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a Member, Manager, officer, employee or agent of the Company has been successful on the merits or otherwise in defense of any claim, action, suit or proceeding referred to in Sections 5.3(a) and 5.3(b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith, notwithstanding that he has not been successful on any other issue or matter in any such claim, action, suit or proceeding.

(d) The Company shall indemnify and hold harmless any person who is or was a Member, Manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of mother foreign or domestic limited liability company, corporation, partnership, joint venture, trustee, employee benefit plan or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the appearance of such person as a witness in any claim, action, suit or proceeding, whether formal or informal and whether civil, criminal, administrative or investigative, including appeals, as a result of such person having occupied such office or position, or undertaken such service when such person is not a party to such action, suit or proceeding.

(e) Except as provided in Section 5.3(c) and except as may be ordered by a court, any indemnification under Sections 53(a) and 5.3(b) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Member, Manager, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 53(a) and 5.3(b). Such a determination shall be made (i) by the Board by a majority vote of a quorum consisting of Managers who were not parties to. or who have been wholly successful on the merits or otherwise with respect to, such claim, action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, if obtainable, a quorum of disinterested Managers so directs, by the firm of independent legal counsel then employed by the Company, in a written opinion, or (iii) other than with respect to indemnification with respect to the Member, by the affirmative vote of the Member.

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(f) Expenses (including attorneys’ fees) incurred in defending a civil or criminal claim, action, suit or proceeding shall be paid by the Company in advance of the final disposition of such claim, action, suit or proceeding upon receipt of an undertaking by or on behalf of the Member, Manager, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized in this Section.

(g) The indemnification and advancement of expenses provided by or granted pursuant to this Section shall be a contract right, shall not be deemed exclusive of any other rights, ill respect of indemnification or otherwise, to which those seeking indemnification or advancement of expenses may be entitled under any statute, rule or law, provisions of any resolution, agreement or otherwise specifically or in general terms, both as to action by a Member, Manager, officer, employee or agent in his or her official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be a Member, Manager, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Company shall not effect any sale of substantially all of its assets, merge, consolidate or effect other reorganizations unless the purchaser or surviving entity agrees to assume all such obligations of the Company.

(h) The Company may purchase and maintain insurance on behalf of any person who is or was a Member, Manager, officer, employee or agent of the Company. or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust. employee benefit plan or other enterprise against any liability asserted against such person and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of this Section.

(i) For the purposes of this Section, the Company shall be deemed to have requested a Manager, Member, officer, employee or agent of the Company to serve an employee benefit plan whenever the performance by such person of his or her duties to the Company also imposes duties on, or otherwise involves services by, such person to the plan or to participants in or beneficiaries of the plan; “fines” shall be deemed to include excise taxes assessed on such person with respect to an employee benefit plan pursuant to applicable law; and action taken or omitted by such person with respect to an employee benefit plan in the performance of his or her duties for a purpose reasonably believed by him Of her to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company. Any indemnification under this Section with regard to any employee benefit plan shall apply notwithstanding any provisions of any employee benefit plan.

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(j) If for any reason, any provision of this Section is held invalid, in whole or in part, such invalidity shall not affect any other provision or part of this Section not held so invalid, and each such other provision or part shall to the [ILLIGEBLE] fu 1Iextent consistent with law continue in full force and effect.

ARTICLE 6

CONFLICTS OF INTEREST

Section 6.1 Conflicts of Interest.

Any Manager or Officer that proposes to enter into a transaction, directly or indirectly, with the Company must first receive the approval of the Board. Any transaction described in this Section 6.1 that is not first approved by the Board shall, at the discretion of the Board, be null and void.

ARTICLE 7

INCOME TAX MATTERS

Section 7.1 Federal, State and Local Income Taxes.

It is the intention of the Member that the existence of the Company be ignored for federal, state and local income tax purposes.

ARTICLES

DISSOLUTION

Section 8.1 Dissolution.

The Company shall be dissolved only upon be election of the Member. Dissolution of the Company shall be effective on the date designated by the Member.

ARTICLE 9

AMENDMENTS AND CONSENTS

Section 9.1 Amendments.

This Agreement and the Certificate of Format: on may be amended only with the approval of the Member.

Section 9.2 Method of Giving Consent.

Any consent required by this Agreement must be in writing, and unless otherwise expressly agreed by the Member or the Managers; as the case may be, must be given by the Member or Managers as the case may be, at or prior to the doing of the act or thing for which the consent is solicited.

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ARTICLE 10

GENERAL PROVISIONS

Section 10.1 Headings.

The headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

Section 10.2 Governing Law.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware.

Section 10.3 Severability

In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect and shall be enforced to the greatest extent permitted by law.

Section 10.4 Waivers

No waiver of any breach or default hereunder shall be considered valid unless in writing and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.

Section 10.5 Agreement; Effect of Inconsistencies with Act.

This Agreement shall govern the existence and organization of the Company, and except to the extent a provision of this Agreement expressly incorporates federal income tax rules by reference to sections of the Internal Revenue Code of 1986, as amended, or regulations thereto or is expressly prohibited or ineffective under the Act. this Agreement shall govern, even when inconsistent with, or different than, the provisions Of: the Act or any other law or rule. To the extent any provision of this Agreement is invalid or unenforceable under the Act, the provisions of this Agreement shall be enforced to the maximum extent permitted in order to make this Agreement effective under the Act, and all other parts of this Agreement will remain in force.

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IN WITNESS WHEREOF, the Member has executed this Agreement effective as of the date first written above.

MEMBER:
RUBY TUESDAY, INC.
By:	/s/ Daniel T. Cronk
Name:	Daniel T. Cronk
Title:	Senior Vice President

EX-3.76

Exhibit 3.76

CERTIFICATE OF FORMATION

OF

WOK HAY 2, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6, Section 18-201 of the Delaware Limited Liability Company Act and the acts amendatory thereof and supplemental thereto) hereby certifies that:

1. The name of the limited liability company is Wok Hay 2, LLC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 19^th day of July, 2006.

/s/ Scarlett May

Scarlett May, Authorized Person

EX-3.77

Exhibit 3.77

PARTICIPATION AND OPERATING AGREEMENT OF

WOK HAY 2, LLC

THIS PARTICIPATION AND OPERATING AGREEMENT (this “Agreement”), dated as of January 22, 2013 by RUBY TUESDAY, INC., the undersigned sole member (the “Member”) of WOK HAY 2, LLC, a Delaware limited liability company (the “LLC”).

NOW, THEREFORE, the Member, intending to be legally bound, agrees as follows:

Section 1.1. Definitions. For the purposes of this Agreement, the following capitalized words and terms shall have the meanings ascribed to them below:

“Affiliate” means, with respect to a Person, any Person, directly or indirectly Controlling, Controlled by or under common Control with such Person.

“Control” means the ability, whether by the direct or indirect ownership of shares or other equity interests, by contract or otherwise, to elect a majority of the directors of a corporation, to select the managing partner of a partnership, or otherwise to select, or have the power to remove and then select, a majority of those Persons exercising governing authority over an Entity. In the case of a limited partnership, the sole general partner, all of the general partners to the extent each has equal management control and authority, or the managing general partner or managing general partners thereof shall be deemed to have control of such partnership and, in the case of a trust, any trustee thereof or any Person having the right to select any such trustee shall be deemed to have control of such trust. The terms “Controlling” and “Controlled” shall have correlative meanings.

“Entity” means any general partnership, limited partnership, firm corporation, limited liability company, unlimited liability company, association, joint venture, venture capital fund, trust, business trust, trustee, heir, executor, administrator, legal personal representative, estate, group, body corporate, unincorporated association or organization, governmental entity, cooperative, syndicate or other entity, whether or not having legal status.

“Person” means any individual or Entity.

Section 1.2. Formation, Duration. The term of the LLC commenced on July 19, 2006, with the filing of a Certificate of Formation with the Secretary of State of the State of Delaware. The Company shall continue in existence perpetually unless the Company is dissolved and its affairs wound up in accordance with the Act or this Agreement. The Member may terminate this Agreement and dissolve the Company at any time.

Section 1.3. Name. The name of the LLC shall be Wok Hay 2 LLC, or such other name or names as the Member may from time to time designate; provided that the name shall always contain the words “Limited Liability Company,” “L.L.C.” or “LLC.”

Section 1.4. Purpose. The LLC is organized for any lawful business purpose or activity which may be conducted by a limited liability company under the Delaware Limited Liability Company Act, Delaware Code, Title 6, Sections 18-101, et seq, as in effect from time to time (the “Act”).

Section 1.5. Authorized Person. Scarlett May was designated as an authorized person on behalf of the LLC, within the meaning of the Act, to execute, deliver and file the Certificate of Formation required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, her powers as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act.

Section 1.6. Membership Interests. The LLC shall have one class of Membership Interests (the “Membership Interests”). Membership Interests shall not be evidenced by a Certificate of Membership Interest.

Section 1.7. Registered Agent. The registered agent and the registered office of the LLC in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle.

Section 1.8. Management. The LLC shall be managed and the conduct of its business will be controlled by the Member. The LLC shall have such officers as the Member shall determine from time to time.

Section 1.9. Indemnification. To the fullest extent permitted by law, the LLC shall indemnify and hold harmless, and may advance expenses to, the Member, its Affiliates and any of their respective officers, directors, employees, stockholders, partners (limited and/or general), managers, members, consultants or agents and each person acting in any such capacity for the LLC (each an “Indemnitee” and collectively, the “Indemnitees”), from and against any and all claims and demands whatsoever arising, liabilities, damages, losses, costs and expenses (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim and any tax imposed on an Indemnitee in respect of amounts of indemnification received hereunder) of any nature whatsoever, liquidated or unliquidated, that are incurred by any Indemnitee and arise out of or in connection with the affairs of the LLC. In furtherance of the foregoing, an Indemnitee shall be entitled to indemnification hereunder unless there has been a final, non-appealable determination by a court of competent jurisdiction that the claim giving rise to such indemnification was caused solely by Indemnitee’s conduct and such conduct constituted fraud, bad faith, willful misconduct or gross negligence. The provisions of this section shall continue to afford protection to each Indemnitee regardless of whether such Indemnitee remains the Member or any Affiliate of the Member, or an officer, director, employee, stockholder, partner (limited and/or general), manager, consultant or agent of any such member or Affiliate. The satisfaction of any indemnification and any holding harmless pursuant to this Section 1.9 shall be from and limited to LLC assets (including insurance and any agreements pursuant to which the LLC, its officers or employees are entitled to indemnification), and the Member shall not have any personal liability on account thereof.

Section 1.10. Insurance. The LLC may purchase and maintain insurance, on behalf of the Indemnitees and such other persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by such person in connection with the LLC’s activities, regardless of whether the LLC would have the obligation to indemnify such person against such liability under the provisions of this Agreement. The LLC shall purchase such insurance if it is available on terms the Member concludes are reasonable.

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Section 1.11. No Rights of Recovery. The LLC acknowledges and agrees that it has no right of recovery against, and no personal liability shall attach to, the Member or any of its Affiliates, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the LLC, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, or otherwise.

Section 1.12. Covenant Not to Sue. The LLC hereby covenants and agrees, to the fullest extent permitted by law, that it shall not institute, directly or indirectly, and shall cause its Affiliates not to institute, in the name of or on behalf of any of the LLC or any other person, any proceeding or bring any other claim arising under, or in connection with, this Agreement or otherwise relating hereto, against the Indemnitees.

Section 1.13. Suits and Judgments. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or a plea of nolo contendere or its equivalent shall not, by itself, create a presumption that an Indemnitee is not entitled to indemnification under this Agreement.

Section 1.14. Rights. The right of any Indemnitee to the indemnification expressly provided herein shall be cumulative of, and in addition to, any and all rights to which such Indemnitee may otherwise be entitled to by contract or as a matter of law or equity and shall extend to such Indemnitee’s successors, assigns and legal representatives.

Section 1.15. Expenses. Expenses reasonably incurred by an Indemnitee in defense or settlement of any claim that may be subject to a right of indemnification hereunder shall be advanced by the LLC prior to the final disposition thereof after receipt of an undertaking by or on behalf of the Indemnitee to repay such amount if there is a final adjudication, after all possible appeals have been exhausted, by a court of competent jurisdiction that such Indemnitee is not entitled to be indemnified hereunder.

Section 1.16. Exculpation. Except as otherwise required by law or as expressly set forth in this Agreement, the Member shall not be liable, in damages or otherwise, to the LLC or any Affiliate of the LLC for any act or omission performed or omitted by any of them, except for any act or omission with respect to which a court of competent jurisdiction has issued a final, nonappealable judgment that the Member was grossly negligent or engaged in willful misconduct.

Section 1.17. Liability of Member. Except as otherwise required by law or as expressly set forth in this Agreement, the debts, obligations and liabilities of the LLC, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the LLC, and the Member shall not be obligated personally for any such debt, obligation or liability of the LLC solely by reason of being the Member, whether to the LLC, to the creditors of the LLC or to any other third person.

Section 1.18. Governing Law; Severability. This Agreement shall be construed in accordance with the laws of the State of Delaware. If it is determined by a court of competent jurisdiction that any provision of this Agreement is invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

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Section 1.19. Amendments. The Member may amend this Agreement at any time by written instrument signed by it and filed with the records of the Company. Pending any replacement or amendment of this Agreement, it is intended that the provisions of the Act be controlling as to any matters not set forth in this Agreement.

Section 1.20. Counterparts. This Agreement may be executed in original, facsimile or electronic mail PDF counterparts, each of which shall be deemed an original, and all of which together shall constitute a single agreement.

IN WITNESS WHEREOF, the undersigned sole Member has caused this Agreement to be signed as of the date first above written.

SOLE MEMBER:
RUBY TUESDAY, INC.
By:	/s/ Scarlett May
Name: Scarlett May
Title: Senior Vice President – Chief Legal Officer and Secretary; Authorized Person

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EX-3.78

Exhibit 3.78

State of Tennessee	For Office Use Only
ARTICLES OF ORGANIZATION
(LIMITED LIABILITY COMPANY)

(For use on or after 7/1/2006)

Department of State

Corporate Filings

312 Eighth Avenue North

6th Floor, William R. Snodgrass Tower

Nashville, TN 37243

The Articles of Organization presented herein are adopted in accordance with the provisions of the Tennessee Revised Limited Liability Company Act.

1. The name of the Limited Liability Company is: RT Distributing, LLC

(NOTE: Pursuant to the provisions of TCA§48~249-106, each limited Liability Company name must contain the words “Limited Liability Company” or the abbreviation “LLC” or “L.L.C.”)

2. The name and complete address of the Limited Liability Company’s Initial registered agent and office located in the state of Tennessee is:

C T Corporation System
(Name)
800 S. Gay Street, Suite 2021	Knoxville	TN 37929
(Street address)	(City)	(State/Zip Code)
Knoxville
(County)

3. The Limited Liability Company will be: (NOTE: PLEASE MARK APPLICABLE BOX)

x Member Managed ¨ Manager Managed ¨ Director Managed

4. Number of Members at the date of filing, if more than six (6): One (1)

5. If the document is not to be effective upon filing by the Secretary of State, the delayed effective date and time is: (Not to exceed 90 days)

                Date: Time:

6. The complete address of the Limited Liability Company’s principal executive office is:

150 West Church Avenue, Maryville, TN 37801
(Street Address)	(City)	(State/County/Zip Code)

7. Period of Duration if not perpetual:

8. Other Provisions:

9. THIS COMPANY IS A NONPROFIT LIMITED LIABILITY COMPANY (Check if applicable) ¨

October 16, 2006	/s/ Marguerite N. Duffy
Signature Date	Marguerite N. Duffy
Manager	Name (printed or typed)
Signer’s Capacity (if other than individual capacity)

55-4270 (Rev. 05/06) Filing Fee: $50 per member (minimum fee: $300, maximum fee: $3,000) RDA2458

EX-3.79

Exhibit 3.79

RT DISTRIBUTING, LLC

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Agreement”) is entered into this the 17 day of October, 2006, by RUBY TUESDAY, INC., a Georgia corporation, (the “Member”) as the initial Member of RT DISTRIBUTING, LLC, a Tennessee limited liability company (the “Company”) organized pursuant to the Tennessee Revised Limited Liability Company Act (the “Act”).

FACTS:

1. The Member has formed a limited liability company under the provisions of the Act by causing Articles of Organization to be filed with the Tennessee Secretary of State. The Company’s Managers (as defined herein) may, from time to time, pursuant to the relevant provisions of the Act, change the registered agent or office;

2. The Member desires to operate the Company in accordance with the terms and subject to the conditions set forth in this Agreement.

OPERATING AGREEMENT:

ARTICLE 1

FORMATION

Section 1.1 Registered Agent and Office.

The Company’s registered agent for service of process and registered office shall be CT Corporation System, 800 S. Gay Street, Suite 2021, Knoxville, Tennessee 37929. The Company’s Managers (as defined herein) may, from time to time, pursuant to the relevant provisions of the Act, change the registered agent or office.

Section 1.2 Business Purpose.

The business and purposes of the Company shall be to engage in any lawful business permitted by the Act. Subject to the terms of this Agreement, the Company shall have all powers of a limited liability company under the Act.

ARTICLE 2

BOARD OF MANAGERS

Section 2.1 Board of Managers.

The management of the Company shall be vested in a Board of Managers (the “Board”), subject to the Managers’ authority to delegate powers and duties to Officers of the Company; provided that no Manager, acting solely in his or her capacity as a Manager, shall have the authority to act on behalf of or bind the Company, unless expressly authorized to do so by the Board.

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Section 2.2 Number and Tenure of Managers.

The number of Managers shall be fixed by the Members. Each Manager shall hold office until such Manager’s successor is appointed by the Member, or until such Manager’s earlier resignation or removal by the Member.

Section 2.3 Regular Meetings of the Board.

Regular meetings of the Board may be held without notice at such time and in such place, either within or without the State of Tennessee, as shall from time to time be determined by the Board.

Section 2.4 Special Meetings.

(a) Special meetings of the Board may be called by or at the request of the Member, the President or at least one-third of the number of Managers constituting the whole board. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Tennessee, as the place for holding any special meeting of the Board called by them.

(b) Unless waived as provided herein, notice of any special meeting of the Board shall be given at least two (2) days previous thereto by written notice to each Manager at his or her address. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail so addressed, with first class postage thereon prepaid. If sent by any other means (including facsimile, courier, or express mail, etc.), such notice shall be deemed to be delivered when actually delivered to the home or business address of the Manager.

Section 2.5 Quorum of Managers.

A majority of the total number of Managers fixed pursuant to this Agreement shall constitute a quorum for the transaction of business. If less than a majority of the Managers are present at a meeting of the Board, a majority of the Managers present may adjourn the meeting from time to time without further notice.

Section 2.6 Voting of Managers.

The vote of the majority of the Managers present at a meeting at which a quorum is present shall be the act of the Board.

Section 2.7 Resignation and Removal of Managers.

(a) Any Manager may resign at any time upon written notice to the Company.

(b) A Manager, or the entire Board of Managers, may be removed at any time, with or without cause, by the Member.

Section 2.8 Vacancies.

Vacancies in the Board shall be filled by appointment by the Member or, if the Member fails to fill any vacancy on the Board, by a majority of the remaining Managers.

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Section 2.9 Participation by Video or Telephone Conference of Managers.

Members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or committee thereof, by means of conference telephone or similar communications equipment as long as all persons participating in the meeting can speak with and hear each other. Participation by a Manager pursuant to this Section 2.9 shall constitute presence in person at such meeting.

Section 2.10 Actions Requiring the Consent of the Member.

Without the approval of the Member, the Board shall not have authority to:

(a) do any act in contravention of this Agreement;

(b) do any act which would make it impossible to carry on the ordinary business of the Company;

(c) co-mingle Company funds with funds of a Manager;

(d) confess a judgment against the Company;

(e) merge or consolidate the Company with or into any other entity or change or reorganize the Company into any other legal form;

(f) execute or deliver any general assignment for the benefit of creditors of the Company or permit the entry of an order of relief against the Company under any state or federal bankruptcy laws; or

(g) sell or transfer all, or substantially all, of the assets of the Company.

Section 2.11 Action Without Meeting.

Any action required or permitted by law or by this Agreement to be taken by the Board may be taken by written consent, without a meeting, if such consent is executed by not less than a majority of the Board. Notice of such action without a meeting by less than unanimous written consent shall be given within ten (10) days of the taking of such action to those Managers of record on the date when the written consent is first executed who did not participate in taking the action.

Section 2.12 Waiver of Notice.

(a) A written waiver of any required notice, signed by the person entitled to notice, whether before or after the date stated therein, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Managers need be specified in any written waiver of notice.

(b) Attendance of a person at a meeting shall constitute a waiver of notice of such meeting.

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ARTICLE 3

AUTHORITY OF THE MEMBER

Section 3.1 Authority of the Member.

Except as otherwise provided in this Agreement, the Member shall not participate in the management or control of the Company’s business, transact any business for the Company, or have the power to act for or bind the Company, said powers being vested solely and exclusively in the Managers and the Officers of the Company.

Section 3.2 Rights of the Member. The Member shall have the following rights:

(a) the Member may give its consent to any of the items specified in Section 2.10 above;

(b) the Member may elect to dissolve the Company;

(c) the Member may consent to any amendments to this Agreement or the Certificate of Formation as provided in Section 9.1 below; and

(d) the Member may appoint and remove a Manager in accordance with the applicable provisions of this Agreement.

ARTICLE 4

OFFICERS

Section 4.1 General Provisions.

The Officers of the Company may consist of (i) a Chief Executive Officer, (ii) a President, (iii) a Treasurer, (iv) a Secretary, and (iv) such other Officers as may be elected by the Managers or appointed as provided in this Agreement. Any two or more offices may be held by the same person. The salary of each Officer, if any, shall be set by the Board, provided that the salary, if any, of an Officer who is a Manager shall be set by the Member.

Section 4.2 Election and Appointment of Officers.

The Board shall elect the Officers, and each Officer shall serve for the term of office for which he is elected or appointed and until his successor has been elected or appointed and has qualified, or his earlier resignation, removal from office by the Board or death.

Section 4.3 Chief Executive Officer. The Chief Executive Officer may be elected at the discretion of the manager(s). The Chief Executive Officer shall have such duties and such powers as the Member may be from time to time prescribe, and, in addition, in the absence or disability of the President, and in priority to any vice president, the Chief Executive Officer shall perform the duties and exercise the powers of the President.

Section 4.4 President.

The President shall be responsible for the general and active management of the business of the Company, and shall have the authority to conduct all ordinary business on behalf of the Company and may execute and deliver on behalf of the Company any agreement, conveyance, note or similar document, provided that the approval of the Board or the Member is not required by this Agreement.

Section 4.5 Treasurer.

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The Treasurer shall be responsible for the financial books and records of the Company, and for keeping accurate accounts thereof, and shall have such other duties and powers as may from time to time be delegated to him by the President or the Board.

Section 4.6 Secretary.

The Secretary shall keep minutes of all meetings of the Board of the Company, have charge of the minute books, ownership records and seal of the Company and perform such other duties and have such other powers as may from time to time be delegated to him by the President or the Board.

Section 4.7 Assistant Secretaries.

Assistants to the Secretary may be appointed by the President or elected by the Board and shall perform such duties and have such powers as delegated to them by the President or the Board.

Section 4.8 Vice Presidents.

The Company may have one or more Vice Presidents, elected by the Board, who shall perform such duties and have such powers as may be delegated by the President or the Board.

Section 4.9 Removal of Officer.

At a meeting of the Board called expressly for such purpose, any Officer may be removed as an Officer by the affirmative vote of a majority of the Managers.

Section 4.10 Actions Requiring the Consent of the Board.

Without the approval of the Board, no Officer shall have authority to:

(a) do any act in contravention of this Agreement;

(b) do any act which would make it impossible to carry on the ordinary business of the Company;

(c) pledge the credit of the Company for any purpose except for Company purposes;

(d) sell or transfer all, or substantially all, of the assets of the Company;

(e) cause the Company to guarantee any material debt obligations of any person other than the Company;

(f) make any distribution; or

(g) assume or create any material indebtedness other than in the ordinary course of business.

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ARTICLE 5

LIMITATIONS ON AUTHORITY;

INDEMNIFICATION AND LIABILITY

Section 5.1 Limitation of Authority.

(a) The Member, acting solely in its capacity as a Member, is not an agent of the Company and does not have any authority to act on behalf of the Company, execute any instrument in connection with the carrying on of the Company’s business and affairs, or otherwise bind the Company in any matter.

(b) Each Manager, acting solely in his capacity as a Manager, is not an agent of the Company and does not have any authority to act on behalf of the Company, execute any instrument in connection with the carrying on of the Company’s business and affairs, or otherwise bind the Company in any matter.

Section 5.2 Liability of the Member and Managers.

(a) The Member shall have no duties or obligations to the Company solely by reason of acting in its capacity as a Member.

(b) Each Manager shall act in a manner he or she believes in good faith to be in the best interests of the Company, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances in carrying on the business and affairs of the Company; provided that no Manager shall have any personal liability to the Company or the Member for any loss or damage sustained by the Company or the Member for breach of a fiduciary or other duty in connection with this Agreement as a Manager, by reason of any act or omission occurring subsequent to the date when this provision becomes effective, except that this provision shall not eliminate or limit the liability of a Manager for (i) intentional misconduct or a knowing violation of law, or (ii) any transaction from which the Manager derived an improper personal benefit in violation or breach of this Agreement.

Section 5.3 Indemnification.

(a) Under the circumstances prescribed in Sections 5.3(c) and 5.3(e), the Company shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether formal or informal, and whether civil, criminal, administrative or investigative, including appeals, (other than an action by or in the right of the Company) by reason of the fact that the person is or was a Member, Manager, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by the person in connection with such claim, action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was

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unlawful. The termination of any claim, action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that (i) the person did not act in good faith, (ii) the person did not act in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, and (iii) with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.

(b) Under the circumstances prescribed in Sections 5.3(c) and 5.3(e), the Company shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the person is or was a Member, Manager, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such claim, action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable in the performance of his or her duty to the Company, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

(c) To the extent that a Member, Manager, officer, employee or agent of the Company has been successful on the merits or otherwise in defense of any claim, action, suit or proceeding referred to in Sections 5.3(a) and 5.3(b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith, notwithstanding that he has not been successful on any other issue or matter in any such claim, action, suit or proceeding.

(d) The Company shall indemnify and hold harmless any person who is or was a Member, Manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trustee, employee benefit plan or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the appearance of such person as a witness in any claim, action, suit or proceeding, whether formal or informal and whether civil, criminal, administrative or investigative, including appeals, as a result of such person having occupied such office or position, or undertaken such service when such person is not a party to such action, suit or proceeding.

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(e) Except as provided in Section 5.3(c) and except as may be ordered by a court, any indemnification under Sections 5.3(a) and 5.3(b) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Member, Manager, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 5.3(a) and 5.3(b). Such a determination shall be made (i) by the Board by a majority vote of a quorum consisting of Managers who were not parties to, or who have been wholly successful on the merits or otherwise with respect to, such claim, action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, if obtainable, a quorum of disinterested Managers so directs, by the firm of independent legal counsel then employed by the Company, in a written opinion, or (iii) other than with respect to indemnification with respect to the Member, by the affirmative vote of the Member.

(f) Expenses (including attorneys’ fees) incurred in defending a civil or criminal claim, action, suit or proceeding shall be paid by the Company in advance of the final disposition of such claim, action, suit or proceeding upon receipt of an undertaking by or on behalf of the Member, Manager, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized in this Section.

(g) The indemnification and advancement of expenses provided by or granted pursuant to this Section shall be a contract right, shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which those seeking indemnification or advancement of expenses may be entitled under any statute, rule or law, provisions of any resolution, agreement or otherwise specifically or in general terms, both as to action by a Member, Manager, officer, employee or agent in his or her official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be a Member, Manager, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Company shall not effect any sale of substantially all of its assets, merge, consolidate or effect other reorganizations unless the purchaser or surviving entity agrees to assume all such obligations of the Company.

(h) The Company may purchase and maintain insurance on behalf of any person who is or was a Member, Manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of this Section.

(i) For the purposes of this Section, the Company shall be deemed to have requested a Manager, Member, officer, employee or agent of the Company to serve an employee benefit plan whenever the performance by such person of his or her duties to the Company also imposes duties on, or otherwise involves services by, such person to the plan or to participants in or beneficiaries of the plan; “fines” shall be deemed to include excise taxes assessed on such person with respect to an employee benefit plan pursuant to applicable law; and action taken or omitted by such person with respect to an employee benefit plan in the performance of his or her duties for a purpose reasonably believed by him or her to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company. Any indemnification under this Section with regard to any employee benefit plan shall apply notwithstanding any provisions of any employee benefit plan.

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(j) If for any reason, any provision of this Section is held invalid, in whole or in part, such invalidity shall not affect any other provision or part of this Section not held so invalid, and each such other provision or part shall to the full extent consistent with law continue in full force and effect.

ARTICLE 6

CONFLICTS OF INTEREST

Section 6.1 Conflicts of Interest.

Any Manager or Officer that proposes to enter into a transaction, directly or indirectly, with the Company must first receive the approval of the Board. Any transaction described in this Section 6.1 that is not first approved by the Board shall, at the discretion of the Board, be null and void.

ARTICLE 7

INCOME TAX MATTERS

Section 7.1 Federal, State and Local Income Taxes.

It is the intention of the Member that the existence of the Company be ignored for federal, state and local income tax purposes.

ARTICLE 8

DISSOLUTION

Section 8.1 Dissolution.

The Company shall be dissolved only upon the election of the Member. Dissolution of the Company shall be effective on the date designated by the Member.

ARTICLE 9

AMENDMENTS AND CONSENTS

Section 9.1 Amendments.

This Agreement and the Certificate of Formation may be amended only with the approval of the Member.

Section 9.2 Method of Giving Consent.

Any consent required by this Agreement must be in writing, and unless otherwise expressly agreed by the Member or the Managers as the case may be, must be given by the Member or Managers as the case may be, at or prior to the doing of the act or thing for which the consent is solicited.

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ARTICLE 10

GENERAL PROVISIONS

Section 10.1 Headings.

The headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

Section 10.2 Governing Law.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Tennessee.

Section 10.3 Severability.

In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect and shall be enforced to the greatest extent permitted by law.

Section 10.4 Waivers.

No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.

Section 10.5 Agreement; Effect of Inconsistencies with Act.

This Agreement shall govern the existence and organization of the Company, and except to the extent a provision of this Agreement expressly incorporates federal income tax rules by reference to sections of the Internal Revenue Code of 1986, as amended, or regulations thereto or is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule. To the extent any provision of this Agreement is invalid or unenforceable under the Act, the provisions of this Agreement shall be enforced to the maximum extent permitted in order to make this Agreement effective under the Act, and all other parts of this Agreement will remain in force.

IN WITNESS WHEREOF, the Member has executed this Agreement effective as of the date first written above.

MEMBER:
RUBY TUESDAY, INC.
By:	/s/ Marguerite N. Duffy
Name:	Marguerite N. Duffy
Title:	Senior Vice President

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EX-3.80

Exhibit 3.80

CERTIFICATE OF FORMATION

OF

RT NORTHERN CALIFORNIA FRANCHISE, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to. the requirements of the State of Delaware (particularly Chapter 18, Title 6, Section 18-201 of the Delaware Limited Liability Company Act and the acts amendatory thereof and supplemental thereto) hereby certifies that:

FIRST:	The name of the limited liability company is RT Northern California Franchise, LLC (hereinafter referred to as the “Limited Liability Company”).
SECOND:	The address of the registered office and the name and address of. the registered agent of the Limited Liability Company required’ to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are The Corporation Trust Company. 1209 Orange Street, Wilmington, Delaware 19801.

Executed as of the 8^th day of March, 2000.

/s/ Carol D. Newman

Carol D. Newman, Authorized Person

EX-3.81

Exhibit 3.81

PARTICIPATION AND

OPERATING AGREEMENT

OF

RT NORTHERN CALIFORNIA FRANCHISE, LLC

THIS PARTICIPATION AND OPERATING AGREEMENT (as hereafter amended from time to time, the “Agreement”) is entered into as of March 27, 2000, by and among JAMES D. BROUGH, an individual residing at 3414 Sommerset Avenue, Redding, California 96002 (“Executive”), RUBY TUESDAY, INC . a Georgia corporation (“RTI Member”), and such other person, corporation or other entity as may from time to time be a Member (as defined herein) hereunder in accordance with the provisions of this Agreement.

In consideration of the agreements contained in this Agreement and other good and valuable consideration, the Members agree as follows:

1. DEFINITIONS. As used in this Agreement, capitalized terms listed in this Section 1 have the indicated meanings. Other capitalized terms used in this Agreement but not otherwise defined have the meanings indicated in the Sections in which they are defined or as the context otherwise requires.

“Act”: The Delaware Limited Liability Company Act, or corresponding provisions of future laws.

“Affiliate”: Any of the following (i) any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with a Member; or (ii) the spouse, descendants, parents or siblings of any Member or Affiliate of a Member, or a trust for the benefit of any such Person or the spouse, descendants, parents or siblings of any such Person.

“Annual Tax Distributions”: As defined in Section 7.3.

“Assignee”: The transferee of a Membership Interest who has not been admitted as a Member but is permitted to hold the Membership Interest pursuant to Section 16 of this Agreement.

“Bankruptcy”: With respect to any Member or the Company, if such Member or the Company: (i) files an application for, or consents to, the appointment of a trustee of any of its assets; (ii) files a voluntary petition in bankruptcy or seeks relief under Title 11 of the United States Code, as now constituted or later amended, or files a pleading in any court of record admitting in writing its inability to pay its debts as they come due; (iii) makes a general assignment for the benefit of creditors; (iv) files an answer admitting the material allegations of, or consents to, or defaults in answering, a bankruptcy petition filed against it in any bankruptcy proceeding or petition seeking relief under Title 11 of the United States Code, as now constituted or as later amended; or (v) has entered against it an order, judgment or decree by any court of competent jurisdiction adjudicating such Person a bankrupt or for relief in respect of such Person or appointing a trustee of its assets, and such order, judgment or decree continues unstayed and in effect for any period of 60 consecutive days.

“Business”: As defined in Section 2.6.

“Business Plan”: As defined in Section 9.6.

“Call Closing”: As defined in Section 18.1.

“Call Closing Date”: As defined in 18.1.

“Call Equity Value”: The sum of (i) the product of four (4) multiplied by EBITDA of the Company for the consecutive twelve (12) month Fiscal Period ending on the Valuation Date, plus (ii) cash and cash equivalents (excluding noncash working capital) held by the Company as of the Call Closing Date less (iii) Liabilities of the Company as of the Call Closing Date.

“Call Notice”: As defined in Section 18.1.

“Call Period”: As defined in Section 18.1.

“Call Right”: As defined in Section 18.1.

“Capital Account”: With respect to any Member, the capital account maintained for such Member in accordance with provisions of Section 5.

“Capital Contribution”: The total amount of cash and the agreed upon gross fair market value of property contributed to the Company by a Member, minus the amount of any liabilities of such Member assumed by the Company or which are secured by any property contributed by such Member to the Company, all as determined pursuant to the terms of this Agreement, without reduction for any Cash Distributions.

“Capital Lease Obligations”: As to any Person, the obligations of such Person to pay rent or any other amount under lease, but only if such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person maintained in accordance with GAAP or with respect to which the amount of the asset and liability thereunder as so capitalized is required to be disclosed in a note to such balance sheet as so capitalized.

“Cash Distributions”: Distributable Cash actually disbursed or distributed to a Member (including Annual Tax Distributions).

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“Cause”: (i) The commission of any act or omission by the Manager that involves fraud, embezzlement or commission of a felony or other crime of similar import; (ii) the commission of any act or omission by the Manager that constitutes financial dishonesty against the Company, the RTI Member, any of their Affiliates, or any other Member; (iii) the Manager’s material dereliction of duty to the Company, any of its Affiliates, or any Member; (iv) the Manager’s refusal or failure to follow the written directives of the Members consistent with the terms of this Agreement if not cured within fifteen (15) days of notice of failure; (v) a breach by the Company under any of the RTI Documents which entitles RTI to terminate such document; (vi) the breach of this Agreement by the Manager which is not cured within fifteen (15) days after notice from RTI; (vii) an Employment Termination Event; (viii) the Bankruptcy of the Manager; or (ix) the default by the Company on any Working Capital Debt, Fixed Asset Debt or Indebtedness of the Company if the holder of any such Indebtedness has declared the Company to be in default.

“Code”: The Internal Revenue Code of 1986, as amended, or the corresponding provisions of any successor law.

“Company”: RT Northern California Franchise, LLC, a Delaware limited liability company.

“Company Sale”: As defined in Section 19.4.1.

“Development Agreement”: The Ruby Tuesday, Inc. Development Agreement between RTI and the Company, with respect to the future development of Restaurants by the Company in the “Territory” as defined and described in the Development Agreement.

“Disability”: Any physical, emotional or mental injury, illness or incapacity which would prevent a person from performing the obligations set forth in this Agreement for at least ninety (90) consecutive days from which condition recovery within ninety (90) days from the date of determination of disability is unlikely. Disability shall be determined by a licensed practicing physician selected by the RTI Member, upon examination of the person; or if the person refuses to submit to an examination, then such person automatically shall be deemed disabled as of the date of such refusal for the purposes of this section. The costs of any examination required by this section shall be paid by the RTI Member.

“Dispose”: To make a Disposition.

“Disposition”: A transfer, gift, bequest, assignment, sale, pledge or other disposition, whether voluntary or by operation of law.

“Distributable Cash”: All funds, securities and similar cash or like assets of the Company from whatever source which are available for distribution to the Members, including but not limited to the amounts by which the Company’s cash receipts exceed the Company’s cash disbursements, after being reduced for allowances for reserves for contingencies, working capital and anticipated obligations.

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“EBITDA”: On a Company-wide basis, the net income of the Restaurants determined for any period, plus depreciation, amortization, interest, taxes, and non-cash charges for the period for which such net income is determined, all determined in accordance with GAAP minus, with respect to any real property and improvements of the Company secured by a mortgage (or similar instrument) or Capital Lease Obligation arising with respect to any Restaurants other than the Contributed Restaurants (the (“Mortgaged Property”), an amount equal to the rent that would have been paid on such Mortgaged Property had it been leased at an annual rate equal to 10.5% of the original cost of such Mortgaged Property. The calculation of EBITDA shall be consistent with the determination of EBITDA as set forth in the Supplement to Item 19 dated March 10, 2000, of the Uniform Franchise Offering Circular dated September 4, 1999, issued by RTI and received by Executive on March 11, 2000.

“Employment Agreement”: As defined in Section 8.8.1.

“Employment Termination Event”: The termination of Executive for “Cause” (as defined in the Employment Agreement), the closing of either the Call Right or the Put Option, or Executive terminates his or her employment for reasons other than death or Disability as provided in Section 5 of the Employment Agreement.

“Fiscal Period”: The shortest regular fiscal period for which RTI requires financial reporting from the Company, which is currently a quarterly 5-4-4 week period.

“Fiscal Year”: The taxable year of the Company for federal income tax purposes, which shall be the calendar year.

“Fixed Asset Debt”: Any and all sums due and owing by the Company to lenders or landlords at any time, however arising, which relates to or is secured by fixed assets of the Company, including without limitation, all obligations of the Company, as lessee, to lessors, to pay rent and other amounts due under leases of Restaurants.

“GAAP”: Generally accepted accounting principles as in effect in the United States of America, consistently applied.

“General Manager”: As defined in Section 16.3.1.

“Indebtedness”: As to any Person, (i) all obligations (including for the payment of interest, commissions and expenses) of such Person with respect to the repayment of borrowed money and for the deferred purchase price of property, and obligations evidenced by bonds, debentures, notes or other similar instruments including, without limitation, any Fixed Asset Debt and Working Capital Debt, and (ii) all Capital Lease Obligations.

“Indemnitee”: As defined in Section 15.2.

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“Laws”: All applicable laws (whether statutory or otherwise), rules, regulations, orders, ordinances, judgments, decrees, orders, writs, injunctions and other requirements having the force of law of all governmental authorities (federal, state, local, foreign or otherwise).

“Leased Restaurant”: Any Restaurant in which the Company holds a leasehold interest in the real property upon which such Restaurant is located.

“Liabilities”: As to the Company, the aggregate of Indebtedness plus all other liabilities which are of a nature required by GAAP to be set forth on the balance sheet of the Company, including, without limitation, accounts payable, accrued liabilities and deferred taxes. Notwithstanding the foregoing, “Liabilities” shall exclude Indebtedness which is either (i) secured by a mortgage or similar instrument on real property and improvements of the Company, or (ii) a Capital Lease Obligation relating to real property and improvements occupied by the Company, if the fair market value of the real property and improvements equals or exceeds the amount of Indebtedness so secured or so subject to a Capital Lease Obligation. In the event of a dispute with respect to fair market value, the parties to such dispute shall obtain an independent appraisal thereof.

“Lien”: Any security interest, mortgage, pledge, lien, claim, charge, encumbrance, conditional sale or title retention agreement, lessor’s interest under a lease or analogous instrument, affecting a Person’s property or estate.

“Manager”: The Person designated as manager of the Company in accordance with the provisions of Section 8 and its successor(s) as manager determined as provided in Section 8.

“Manager Representative”: Any member, manager, officer, employee or agent of the Manager.

“Member”: Executive and RTI and any other Person who becomes a member in the Company in accordance with the terms of this Agreement.

“Membership Interest”: The entire interest of a Member as a member of the Company, including the Member’s (i) Capital Account, (i) interest in the Company’s Profits and Losses, (ii) interest in the Company’s Taxable Income and Tax Loss; (iv) interest in Distributable Cash; and (v) right to participate as a Member, all to the extent provided in this Agreement and under the Act.

"New Restaurant”: Any Restaurant acquired or opened by the Company within 12 months prior to the Valuation Date.

“Owned Restaurant”: Any Restaurant in which the Company holds fee title to the real property upon which such Restaurant is located.

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“Percentage Interest”: With respect to any Member, such member’s Membership Interest expressed as a percentage of all Membership Interests in the Company as such interest may be changed as the result of the exercise of the RTI Option or the admission of any additional Members pursuant to Section 3.2. The initial Percentage Interests of the Members shall be as follows:

Executive	—	99%
RTI Member	—	1%

At the time of the exercise of the RTI Member Option, the Percentage Interests of the Members shall be as follows:

Executive	—	50%
RTI Member	—	50%

The Percentage Interests of the Members may be amended at such other times as the Members agree in writing or upon the admission of an additional Member pursuant to Section 3.2.

“Person”: Any individual, corporation, partnership (general or limited), association, trust, joint stock company, limited liability company, unincorporated organization or other entity.

“Profits” and “Losses”: For each Fiscal Year or other period, an amount equal to the Company's Taxable Income or Tax Loss for such year or other period, with the following adjustments:

(i) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses shall be added to such Taxable Income or Tax Loss.

(ii) Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures under Treasury Regulations and not otherwise taken into account in computing Profits or Losses shall be subtracted from such Taxable Income or Tax Loss.

(iii) The Manager shall make any further adjustments required under applicable Treasury Regulations (including adjustments required as a result of an election to adjust “book values within the meaning of Treasury Regulation Section 1.704-1(b)(2)(iv)(f)), provided that the Manager shall have obtained the prior written consent of RTI in each instance.

“Purchase Agreement”: As defined in Section 2.6.1.

“Put Closing”: As defined in Section 19.1.

“Put Closing Date”: As defined in Section 19.1.

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“Put Equity Value”: the sum of (i) the product of four (4) multiplied by the average of EBITDA of the Company for each of three consecutive twelve (12) month Fiscal Periods, the last of which ends on the Valuation Date, plus (ii) the cash and cash equivalents (excluding non-cash working capital) held by the Company as of the Put Closing Date less (iii) Liabilities of the Company as of the Put Closing Date. In the event three (3) consecutive twelve (12) month periods shall not have elapsed by the Valuation Date, EBITDA shall be annualized for the period commencing on the date hereof and ending on the Valuation Date.

“Put Notice”: As defined in Section 19.1.

“Put Option”: As defined in Section 19.1.

“Put Period”: As defined in Section 19.1.

“Restaurants”: All Ruby Tuesday restaurants owned and operated by the Company, including any Ruby Tuesday restaurants acquired, developed or opened by the Company during the term of the Agreement.

“Restricted Payments”: Any payment of any kind to anyone with a direct or indirect equity interest in the Company (whether as a partner, shareholder, manager, member, or otherwise), or to any of their respective Affiliates, whether characterized as distributions or dividends to partners, shareholders or members, and whether made to them in their capacities as partners, shareholders, members or otherwise, as repayments of loans, or as salary, bonus or other compensation; except for (i) such compensation to Executive under his Employment Agreement, or (ii) any obligations owing to the RTI Member or RTI (or its successors or assigns) under or with respect to the Working Capital Debt, the RTI Documents or other liability or obligation of the Company to the RTI Member to which the Executive has consented.

“RTI”: Ruby Tuesday, Inc., a Georgia corporation, and its successors and assigns.

“RTI Common Stock”: Shares of the common capital stock $.01 par value, of RTI.

“RTI Documents”: The Ruby Tuesday, Inc. Operating Agreement with respect to the Company, the Development Agreement, the Service Agreement and the other agreements and documents referenced in or attached to such agreements.

“RTI Member Option”: The option exercisable by the RTI Member to increase its Percentage Interest to 50% hereunder as provided in Section 17.1 hereof.

“RTI Member Option Closing”: As defined in Section 17.1.

“RTI Member Option Closing Date”: As defined in Section 17.1.

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“RTI Member Option Notice”: As defined in Section 17.1.

“RTI Member Option Period”: As defined in Section 17.1.

“RTI Stock Price” means the average closing price per share of RTI Common Stock as reported in The Wall Street Journal for each of the twenty (20) consecutive trading days ending prior to the Call Closing Date or Put Closing Date, as applicable.

“Service Agreement”: The Ruby Tuesday, Inc. Support Services Agreement between RTI and the Company with respect to the administrative support services to be provided by RTI to the Company as provided therein.

“Taxable Income” or “Tax Loss”: For each Fiscal Year or other period, the positive or negative amount equal to the Company’s taxable income or loss for such year or other period, determined in accordance with Code Section 703(a), except that all items of income, gain, loss or deduction required to be separately stated pursuant to Code Section 703(a)(1) shall be included in taxable income or loss.

“Transferee”: As defined in Section 17.2.

“Treasury Regulations”: The Treasury Regulations promulgated pursuant to the Code.

“Valuation Date”: With respect to a Call Right, the end of the Fiscal Period immediately preceding the date of the Call Notice and, with respect to a Put Option, the end of the Fiscal Period immediately preceding the date of the Put Notice.

“Working Capital Debt”: Any and all sums due and owing by the Company to lenders at any time and however arising which relates to or is secured by the working capital assets of the Company. Amounts owed , if any, under the Line of Credit Agreement between the Company and SunTrust Bank Atlanta in the principal amount of up to $3.5 million, if any, shall be Working Capital Debt hereunder.

2. FORMATION OF THE COMPANY.

2.1. Formation. The Company was formed upon the filing of a Certificate of Formation of the Company with the office of the Secretary of State of Delaware. The Company constitutes a limited liability company formed pursuant to the Act and shall be governed by and operated in accordance with the provisions of this Agreement.

2.2. Name. The name of the Company is RT Northern California Franchise, LLC.

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2.3. Registered Office and Agent. The initial registered office of the Company in Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The Company’s registered agent at that address is Corporation Service Company.

2.4. Principal Place of Business. The Company’s principal place of business shall be at 3414 Sommerset Avenue, Redding, California 96002, or such other location as the Manager shall determine with the consent of all Members.

2.5. Term. The term of the Company commenced on the filing of the Certificate of Formation with the Office of the Secretary of State or Delaware and shall continue until December 31, 2049, unless terminated earlier pursuant to the terms of this Agreement.

2.6. Purpose of the Company. The purposes of the Company (collectively referred to as the “Business”) are as follows:

2.6.1. Intentionally Omitted.

2.6.2. Intentionally Omitted.

2.6.3. To develop from time to time eight (8) additional Restaurants pursuant to rights granted to the Company in the Development Agreement, which development may involve the purchase, ownership, lease, maintenance, improvement, management, sale or other disposition of real property, with improvements situated on such real property and the financing of such real property interests and improvements.

2.6.4. Subject to any limitations contained in this Agreement, to do any and all other acts and things which may be necessary, incidental or convenient to carry on the foregoing purposes of the Company.

2.7. Qualifying to do Business in Other States. The Manager shall cause to be filed the required applications to do business in those states where the nature of the Company’s business requires that it be qualified to do business in that state as a foreign limited liability company, including all states where any Restaurants are to be located.

3. MEMBERS.

3.1. Members; Percentage Interest. Executive and the RTI Member are the initial Members of the Company and are hereby admitted as Members of the Company as of the date of this Agreement.

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3.2. Additional Members. No additional Persons shall be admitted as Members of the Company except as follows:

3.2.1. The admission of any Person other than the RTI Member or Executive as a Member, with the consent of all Members, in which event such Person shall have a Percentage Interest as shall be agreed upon by all Members, and the Percentage Interest of the other Members shall then be modified proportionately, based upon their then Percentage Interest; and

3.2.2. The admission of a Person as a Member resulting from a Disposition pursuant to Section 16 or 19, in which event the Transferee shall have the Percentage Interest disposed of by the transferor. Executive may transfer certain of his or her Membership Interests to General Managers of the Company, as provided in Section 16.3 of this Agreement.

3.3. Withdrawal of Members. No Member shall have the right or power to withdraw from the Company as a Member, except for a transferor Member whose Assignee is admitted as a Member pursuant to Section 16.5 or except as otherwise provided by this Agreement.

4. CAPITAL CONTRIBUTIONS.

4.1. Initial Capital Contribution. Contemporaneous with the execution of the Agreement: (i) Executive shall make an initial Capital Contribution equal to $100,000 in cash in exchange for 99% of the Membership Interests; and (ii) the RTI Member shall make an initial capital contribution of $1,000, which represents a portion of expenses and fees paid by the RTI Member in connection with the organization and financing of the Company and which shall be deemed a capital contribution hereunder, in exchange for 1% of the Membership Interests.

4.2. Capital Contribution Upon Exercise of Option. Upon exercise of the RTI Member Option, the RTI Member shall make a capital contribution of $500,000 to the Company, payable, at RTI’s option, either in cash or cancellation of Indebtedness of the Company to the RTI Member. Such capital contribution shall be credited solely to the Capital Account of the RTI Member.

4.3. Additional Capital Contributions. Except for Capital Contributions described in 4.1 and 4.2 above, no further Capital Contributions to the Company shall be made by any Person without the consent of all Members.

4.4. No Interest on Capital Contributions. No Member shall be entitled to receive interest on any Capital Contribution.

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4.5. Limitation on Withdrawals. No Member shall have the right to demand the withdrawal of any portion of its Capital Account at any time, except as specifically set forth in this Agreement.

5. CAPITAL ACCOUNTS.

5.1. General Rules. Each Member shall have a Capital Account which shall be maintained in accordance with the following provisions:

5.1.1. Each Capital Account respecting a Membership Interest shall be credited with the amount of the Member’s initial Capital Contribution contributed in accordance with this Agreement.

5.1.2. Each Capital Account respecting a Membership Interest shall be increased by (i) the amount of any additional cash contributed by such Member to the Company; (ii) the fair market value (as agreed to by all Members) of any property contributed by such Member to the Company; (iii) the amount of any Company liabilities assumed by such Member or which are secured by any property distributed to such Member as determined under Code Section 752; and (iv) the amount of any Profits or items thereof allocated to such Member pursuant to this Agreement.

5.1.3. Each Capital Account respecting a Membership Interest shall be reduced by (i) the amount of any cash distributed to such Member from the Company, except cash paid to Executive under the Employment Agreement or cash paid to the RTI Member with respect to amounts owed or owing to the RTI Member; (ii) the fair market value (as agreed to by all Members) of any property distributed by the Company to such Member; (iii) the amount of any liabilities of such Member assumed by the Company or which are secured by any property contributed by such Member to the Company as determined under Code Section 752; and (iv) the amount of any Losses or items thereof allocated to such Member pursuant to this Agreement.

5.2. Further Adjustments to Capital Accounts. The foregoing provisions relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulation §1.704-1(b)(2)(iv), and (to the extent possible) shall be interpreted and applied in a manner consistent with such Treasury Regulation. If the Manager determines that it is necessary or appropriate to modify the manner in which Capital Accounts are computed in order to (i) comply with applicable Treasury Regulations, (ii) select any options available under the Treasury Regulations not otherwise specified in this Agreement (including an election under Treasury Regulation Section 1.704-1(b)(2)(iv)(f) to adjust the “book values” of the Company’s assets and Capital Accounts), or (iii) make adjustments that the Manager deems equitable or practicable and consistent with the Members’ economic interests in the Company, then the Manager may make such modification or adjustment or select such option, provided that such action is first approved by RTI, which approval shall not be unreasonably withheld.

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5.3. Effect of Transfer of Membership Interest. In the event that all or a portion of any Membership Interest is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Membership Interest.

6. ALLOCATIONS OF PROFITS AND LOSSES; TAX ALLOCATIONS.

6.1. General Rules for Allocating Profits and Losses. Except as provided in Section 6.2, Profits and Losses (and each item thereof) shall be allocated among the Members in accordance with the Members’ respective Percentage Interests.

6.2. Special Rules Required by Regulations. Notwithstanding the provisions of Section 6.1, the Company’s allocations of Profits and Losses (or items thereof) shall reflect those adjustments or modifications which the Manager reasonably deems necessary or appropriate to cause the allocations to have “substantial economic effect” as defined in applicable Treasury Regulations. Any such adjustments or modifications must be approved by the RTI Member (which approval shall not be unreasonably withheld).

6.3. Tax Allocation.

6.3.1. For income tax purposes, except as otherwise provided by Laws, all items of income, gain, loss, deduction and credit of the Company for any Fiscal Year shall be allocated among the Members in the same manner that Profits and Losses (and items thereof) are allocated for that year. Any elections or decisions related to tax allocations (to the extent not otherwise provided for in this Section 6) shall be made by the Manager with the consent of all Members in any manner that reasonably reflects the purpose and intention of this Agreement, consistent with applicable Treasury Regulations.

6.3.2. In accordance with Code Section 704(c) and the Treasury Regulations promulgated under the Code, income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members, solely for tax purposes, so as to take into account any variation between the adjusted basis of such property to the Company for federal income tax purposes and its fair market value upon contribution.

6.4. Effect on Allocations of New Members or Assignees. In the event that new Members are admitted to the Company or Persons become Assignees on other than the first day of any Fiscal Year, Profits and Losses for such Fiscal Year shall be allocated among the Members and Assignees in accordance with Code Section 706, using any convention permitted by Law and selected by the Manager with the consent of all Members.

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6.5. No Effect on Distributable Cash. The provisions of this Section 6 shall have no relevance whatsoever for purposes of determining each Member’s share of the Company’s Distributable Cash or liquidation proceeds, which shall be determined exclusively in accordance with the provision of Sections 7 and 21, respectively.

7.0. CASH DISTRIBUTIONS.

7.1. Distribution Priorities. Except as otherwise provided in Sections 7.2, 7.3 and 21.5, all Cash Distributions shall be made to the Members pro rata, based upon their respective Percentage Interests.

7.2. Source of Cash Distributions; Consent Requirement. The Company shall distribute an amount equal to the Annual Tax Distribution as determined under Section 7.3, to the extent Distributable Cash is available in any Fiscal Year for such distribution or within 60 days after the end of such Fiscal Year. Distributions for estimated tax payments actually owed by each Member with respect to Member income may be made for such years that Annual Tax Distributions are projected to be owed. The rate to be determined with respect to each Member shall consider such Member’s actual taxable income inclusive of all other income. Such distributions can be made at any time in the reasonable discretion of the Manager, subject to the prior consent of the RTI Member. To the extent any Cash Distribution constitutes a portion of the Annual Tax Distribution for the prior Fiscal Year, it shall be disregarded for purposes of the Annual Tax Distribution in the current Fiscal Year. With respect to all Cash Distributions in excess of the Annual Tax Distribution with respect to any Fiscal Year, such Cash Distributions shall be distributed to the Members only out of Distributable Cash, in the reasonable discretion of the Manager, but subject in each instance to the prior consent of the RTI Member.

7.3. Annual Tax Distributions. For purposes of Section 7.2, the Annual Tax Distributions payable with respect to any Fiscal Year shall equal the amount which if a positive number is the lesser of the following calculations: (i) the product of the actual net federal and state income taxes by each member incurred on the Taxable Income of the Company in such Fiscal Year, and (ii) the actual net federal and state income taxes by each Member incurred on the cumulative positive or negative Taxable Income of the Company for all previous Fiscal Years of the Company and such Fiscal Year, it being the intent of this section that no Annual Tax Distribution shall be made with respect to Taxable Income which is, on a net basis, offset by negative Taxable Income in prior Fiscal Years.

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8. MANAGEMENT OF THE COMPANY

8.1. Number of Managers. The Company shall have one (1) Manager who shall have the title of President and Chief Executive Officer of the Company.

8.2. Initial Manager. Executive is hereby designated as the initial Manager.

8.3. No Resignation of Manager. For as long as this Agreement remains in effect, the Manager shall not resign from the office of Manager of the Company.

8.4. Removal of Manager; Vacancy. The RTI Member shall have the right to remove the Manager effective immediately for Cause; provided, however, that the RTI Member will not exercise its right to remove the Manager for Cause during the first twelve (12) consecutive months from the date of this Agreement if the sole reason for the Manager’s removal for Cause would be the breach of the Development Agreement. Upon removal, the RTI Member shall be entitled to exercise its Call Right as provided in Section 18 of this Agreement.

8.4.1. If there is a vacancy in the office of Manager for any reason, including due to a Manager’s removal by the RTI Member pursuant to this Section 8.4, then a successor Manager or Managers (which may be an Affiliate of the RTI Member) shall be selected by the RTI Member in its sole discretion.

8.5. Powers of Manager. Except for situations in which the approval, consent or any other action of the Members is expressly required or permitted by this Agreement or by the Act, including without limitation those matters set forth in Section 10.2 requiring the consent of the RTI Member, the Manager shall have complete authority and responsibility for the management and control of the Business of the Company, including all day-to-day operations of the Business of the Company.

8.6. Obligations of Manager. The Manager shall use good faith efforts to: (i) continue the Company’s existence as a limited liability company under the Laws of Delaware and of every other jurisdiction in which such existence is necessary to protect the limited liability of the Members or to enable the Company to conduct the Business; (ii) carry out the Business in accordance with the provisions of this Agreement, the Business Plan and applicable Laws; and (iii) exercise all powers and authority consistent with the Business of the Company and the terms of this Agreement.

8.7. Meetings with Members. The Manager shall meet with the RTI Member and such other Members who desire to attend, on a regular basis (not less frequently than monthly) by telephone if agreeable to all involved, to keep the RTI Member and the other Members informed of the Company’s affairs.

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8.8. Employment Agreement.

8.8.1. Concurrently with the execution of this Agreement, the Company is entering into an employment agreement with Executive (“Employment Agreement”) in the form attached as Schedule 8.8.1, who will serve as President and Chief Executive Officer of the Company. In no event will the aggregate compensation and benefits of Executive exceed amounts provided in the Employment Agreement.

8.8.2. Executive will be an employee of the Company carrying out the Company’s Business and affairs, and the Company agrees that the Members and the RTI Member are third-party beneficiaries of the Employment Agreement. If the Company shall fail to take any actions on behalf of, or exercise any rights or remedies available to, the Company in connection with the amendment, renewal or termination of the Employment Agreement after written notice to do so from the RTI Member, then the RTI Member may do so in the place and stead of the Company on its behalf, and any actions so taken by the RTI Member in such connection shall constitute the action of the Company and be binding upon the Company and Executive.

8.9. Officers. The Manager, with the consent of the RTI Member, may designate one or more individuals to be officers of the Company, and any officers so designated shall have such title, authorities and duties as the Manager may delegate to them, but in no event to exceed the authority granted to the Manager pursuant to this Agreement. Any officer may be removed as such (i) at any time by the Manager, provided that the president and chief executive officer may only be removed with the consent of the RTI Member, or (ii) by the RTI Member acting alone if the RTI Member removes the Manager pursuant to Section 8.4. Officers may be Affiliates of a Member or the RTI Member. The initial officers of the Company shall be:

James D. Brough—President and Chief Executive Officer

8.10. Accountants. The Company shall engage a firm of independent certified public accountants, acceptable in all respects to the RTI Member to audit the affairs of the Company. The Company shall not terminate the services of the accounting firm or select a new accounting firm without the RTI Member’s prior written consent, in each instance.

8.11. Members Not Involved in Management. Except for situations in which the approval, consent or any other action of Executive, the RTI Member or the Members generally is expressly required or permitted by this Agreement or by the Act, the Members shall take no part in the management of, shall not contribute any services to, and shall have no authority to act on behalf of, or to bind, the Company.

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8.12. Compensation. No compensation shall be paid to the Manager in its capacity as a Manager except pursuant to the Employment Agreement, without the prior written consent of the RTI Member.

9. FINANCIAL AND TAX REPORTING; INSPECTION RIGHTS.

9.1. In General. The Manager covenants and agrees to furnish to each of the Members the reports, information, tax returns, other documents and inspection rights set forth in this Section 9.

9.2. Fiscal Period Financial Reports. As soon as available after the end of each Fiscal Period ending before the end of a Fiscal Year, the Manager shall furnish to each Member copies of the Company’s balance sheet as of the end of each such Fiscal Period, and of the related statements of income and cash flows for each such Fiscal Period and for the portion of the Fiscal Year ended with the last day of each such Fiscal Period, all if, as and when prepared.

9.3. Annual Financial Reports. As soon as available, and in any event within 45 days after the end of each Fiscal Year of the Company, the Manager shall furnish to each Member certified copies of the Company’s balance sheet as of the end of such Fiscal Year, and of the related statements of operations, statements of income and cash flows for such Fiscal Year, together with the notes thereto, all in reasonable detail and stating in comparative form the respective figures as of the end of and for the previous Fiscal Year and for such Fiscal Year. Such certified financial statements shall be accompanied by an auditor’s opinion on the statement of operations, balance sheet and statements of income and cash flow along with the appropriate footnote disclosures. Such financial statements shall be prepared in accordance with GAAP and in accordance with generally accepted auditing standards.

9.4. Internal Reports. If, as and when generally disseminated to any other Member, the Manager or executive employees of the Company, the Manager shall furnish to each Member copies of all financial reports, data or the analysis of such data with respect to sales, expenses, cash flow, projections, forecasts, budgets or any other aspect of the financial performance needs of the Company prepared by or on behalf of management of the Company for the uses and purposes of the Company.

9.5. Outside Reports. If, as and when generally disseminated to others, the Manager shall furnish to each Member copies of all financial reports, data or the analysis of such data with respect to sales, expenses, cash flow, projections, forecasts, budgets or any other aspect of the financial performance or needs of the Company prepared by or on behalf of the Company.

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9.6. Business Plans. The Manager shall prepare and submit a proposed business plan to the RTI Member for its approval at least 90 days prior to the end of each Fiscal Year. Each such proposed business plan shall be subject to the approval of the RTI Member and when and if such proposed business plan is approved by the RTI Member or any other Member, it shall constitute and be referred to as a “Business Plan.” The Manager shall implement the Business Plan (once so approved) and shall be authorized, without the need for further approval by the RTI Member, to make the expenditures and incur the obligations provided for in the Business Plan. In the event of any material change in any item indicated in the Business Plan, the Manager shall promptly notify the RTI Member and, if requested by the RTI Member, shall prepare and submit to the RTI Member for approval, a revised proposed business plan reflecting such material change.

9.7. Other Information. With reasonable promptness after reasonably being requested by a Member, from time-to-time, the Manager shall furnish to each Member all such other information regarding the Company’s business condition and financial condition as the Members may from time to time reasonably request including, without limitation, tax information and information relating to Annual Tax Distributions.

9.8. Inspection Rights. At any time and from time to time, each Member shall have the right to visit and inspect any of the Restaurant sites and other properties of the Company, to examine the Company’s books of account and records (and to make copies and extracts therefrom at the Company’s expense), and to discuss the Company’s affairs, finances and accounts with the Company’s officers, employees and accountants.

10. RIGHTS AND OBLIGATIONS OF MEMBERS.

10.1. Limitation on Power to Manage. Except for the additional rights of the RTI Member set forth in Section 10.2 or unless authorized to do so pursuant to this Agreement, no Member, employee or agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable for any obligations.

10.2. Specific Actions Requiring RTI Member Consent. Except to the extent otherwise provided by the Business Plan then in effect for the current Fiscal Year, so long as the RTI Member (or any of its Affiliates) is a Member, then without the prior written consent of the RTI Member, which consent may be granted or withheld in the RTI Member’s sole discretion, the Members covenant and agree as follows:

10.2.1. No Disposition The Company shall not sell, transfer, otherwise dispose of any of its assets including, without limitation, any of the Restaurants, except for (i) assets with a fair market value, in the aggregate of less than $10,000 in any single transaction or series of related transactions, (ii) sales of inventory in the ordinary course of business, and (iii) the replacement of equipment with new equipment.

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10.2.2. No Acquisition. Except for the opening of additional Restaurants pursuant to the Development Agreement or the Business Plan, the Company shall not acquire any business on a going-concern basis, whether by the acquisition of assets or of interests (equity or otherwise) in any Person, or otherwise, or make or purchase any investment (including, without limitation, any Indebtedness, any guarantee or any ownership or similar interest in any Person) or make any loan or advance to any Person.

10.2.3. No Change. The Company shall not change its Business or engage in or conduct any business activities, other than the Business.

10.2.4. Deviate From Business Plan. The Company shall not deviate in any material respect from the Business Plan then in effect for the current Fiscal Year.

10.2.5. No Merger or Dissolution. The Company shall not enter into any transaction of merger or consolidation with any Person or dissolve, liquidate or terminate or commence bankruptcy or insolvency proceedings, or take any steps to effect any such merger, consolidation, dissolution, liquidation, termination, bankruptcy or insolvency.

10.2.6. Additional Capital Contributions. The Company shall not make a call for, or accept from any Member, any additional Capital Contributions.

10.2.7. Borrowings. The Company shall not incur any Indebtedness, or enter into any guarantee or other contingent obligation with respect to any other Person’s Indebtedness, or otherwise create any Lien on any of the Company assets, other than as expressly contemplated by, or pursuant to, the Working Capital Debt, the Fixed Asset Debt, the Business Plan or as otherwise provided in this Agreement.

10.2.8. Affiliates. The Company shall not enter into any agreement, arrangement or other transaction of any kind with any Member or any of its Affiliates, other than as provided in this Agreement.

10.2.9. Compensation. The Company shall not provide, or enter into any agreement or arrangement to provide, any compensation, benefits or other remuneration to any Member or to any member, manager, employee, agent or Affiliate of any Member, other than (i) to Executive under the Employment Agreement, and (ii) to any Affiliate of Executive for services actually rendered to the Company at rates not to exceed customary and usual rates paid for the same or similar services to unrelated third parties on an arm’s-length basis, but in no event to exceed $30,000 in the aggregate in any Fiscal Year.

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10.2.10. Distributions. The Company shall not make any Restricted Payments to any Member or its Affiliates, other than (i) Cash Distributions which do not require Member consent under Section 7.2, (ii) payments permitted pursuant to Section 10.2.9, and (iii) distribution pursuant to Section 21.5.

10.2.11. Operating Agreement. This Agreement shall not be amended, modified, terminated or waived except as provided in Section 23.3.

10.2.12. Membership Interests. Except for the Membership Interests which may be granted to a successor Manager pursuant to this Agreement and the Membership Interests granted to the RTI Member under the RTI Member Option as, if and when it exercises the RTI Member Option, the Company shall not issue any additional Membership Interests or any warrants, options, rights or interests to acquire, or which can be converted into, Membership Interests.

10.2.13. Franchise and Development Agreements. The Company shall not amend, modify, terminate or waive the RTI Documents.

10.2.14. Employment Agreement. The Company shall not take any actions or exercise any rights or remedies with respect to the amendment, renewal or termination of the Employment Agreement. The Company shall not take any other actions or exercise any other rights or remedies available to it under or with respect to the Employment Agreement, other than actions, rights or remedies consistent with the terms of the Employment Agreement and so as not to adversely affect the Company’s interests with respect to the Employment Agreement or the amendment, renewal or termination of such Employment Agreement.

10.3. No Personal Liability. No Member shall be personally liable for any debts, liabilities or obligations of the Company, except as provided in Section 18-607 of the Act.

10.4. Right to List of Members. Upon the written request of any Member, the Manager shall provide a list showing the names, addresses and Percentage Interests of all Members.

10.5. No Priority on Return of Capital Contributions or Distributions. Except as otherwise provided in this Agreement, no Member shall have priority over any other Member as to the return of any Capital Contributions or as to distributions, including Distributable Cash.

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10.6. No Right to Participate in or Approve Actions. Except as otherwise provided in the Act or in this Agreement, the Members, in their capacities as Members, shall not have the right to participate in the affairs of the Company or to approve or vote on any action of the Company.

11. MEETINGS OF THE MEMBERS.

11.1. Call for Meetings. Meetings of the Members for any one or more purposes may be called by (i) the Manager; (ii) any Member having aggregate Percentage Interests of at least 20 percent; or (iii) the RTI Member. Such request shall state the purpose or purposes of the meeting. Meetings of the Members shall be held at the principal executive office of the Company, unless otherwise agreed by the RTI Member and the Executive.

11.2. Notice. Not less than 10 nor more than 60 days before any meeting of the Members, written notice stating the time and place of such meeting, and the purposes for which such meeting is called, shall be delivered or mailed to each Member, at the address of such Member as it appears upon the books of the Company or, if such Member has filed with the Company a written request that notices be mailed to some other address, than to the address designated in such request.

11.3. Quorum and Voting. Members owning a majority of the Percentage Interests shall constitute a quorum if present in person or by proxy. On all matters on which the Members have the right to vote as provided in this Agreement or applicable Law, the affirmative vote of Members owning Membership Interests constituting a majority of the Percentage Interests shall decide any such election or question brought before the meeting, unless the election or question is one upon which, under an express provision of Law or this Agreement, a different vote is required (including without limitation those items specified in Section 10.2), in which case such express provision shall govern and control the decision of such election or question.

11.4. Proxies. At any meeting of the Members, a Member may vote by proxy executed in writing by the Member or by the Member’s duly authorized attorney-in-fact. Such proxy shall be filed with the Company before or at the time of the meeting. Unless otherwise provided therein, a proxy shall not be valid more than three years after the date of its execution, unless the proxy provides for a longer period.

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11.5. Waiver of Notice. Whenever written notice is required to be given to a Member, a written waiver of notice signed by the Member entitled to such notice (whether, in the case of notice of a meeting, the written waiver of notice is signed before or after the meeting) shall be in all respects tantamount to notice. Attendance of a Member at a meeting of the Members shall constitute a waiver of notice of such meeting, except where a Member attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

11.6. Action by Written Consent or Telephone Conference. Any action permitted or required by the Act or this Agreement to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Members entitled to vote on such action, owning no less in Percentage Interests than the aggregate amount required to approve the action. Such consent shall have the same force and effect as a vote at a meeting, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Members. Subject to the requirements of the Act, Members may participate in and hold a meeting by means of a telephone conference or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a Person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

12. TRANSACTION COSTS; WORKING CAPITAL DEBT; FIXED ASSET DEBT.

12.1. Payment or Reimbursement of Transaction Costs. One Thousand Dollars ($1,000.00) of all costs incurred by the RTI Member in connection with the formation of the Company shall be contributed to the capital of the Company by the RTI Member in exchange for its Membership Interest, as provided in Section 4.1 hereof.

12.2. Working Capital Debt. In order to fund working capital for the Company, the Company will incur the Working Capital Debt. It is also possible that the Company will borrow additional funds from the lender(s) of the Working Capital Debt or enter into leases with such lender at various times in order to fund the development of additional Restaurants or the acquisition of assets. The Company and the Executive acknowledge and agree that the obligations owing by the Company (and any guarantors or other Persons) to such lender (or its successors or assigns) at any time, whether now or in the future, with respect to any Working Capital Debt will be the absolute and unconditional obligations of the Company in all events and under all circumstances and will not be impaired or otherwise affected to any extent or subject to any defenses, counterclaims or rights of recoupment notwithstanding the relationship between the RTI Member (or any of its successors or assigns) and the Company or Executive, or any act or failure to act on the part of the RTI Member (or any of its successors or assigns), or any claim of the Company or Executive against the RTI Member or such lender (or any of their successors or assigns), whether arising under this Agreement or otherwise.

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12.3. Fixed Asset Debt. In order to fund fixed asset requirements of the Company, the Company will incur the Fixed Asset Debt. It is also possible that the Company will borrow additional funds from the lender(s) of the Fixed Asset Debt or enter into leases with such lender at various times in order to fund the development of additional Restaurants or the acquisition of assets. The Company and the Executive acknowledge and agree that the obligations owing by the Company (and any guarantors or other Persons) to such lender (or its successors or assigns) at any time, whether now or in the future, with respect to any Fixed Asset Debt will be the absolute and unconditional obligations of the Company in all events and under all circumstances and will not be impaired or otherwise affected to any extent or subject to any defenses, counterclaims or rights of recoupment notwithstanding the relationship between RTI and the RTI Member (or any of its successors or assigns) and the Company or Executive, or any act or failure to act on the part of the RTI Member (or any of its successors or assigns), or any claim of the Company or Executive against the RTI Member or such lender (or any of their successors or assigns), whether arising under this Agreement or otherwise.

13. REPRESENTATIONS.

13.1. Organization and Authority of the Executive. The Executive represents and warrants as of the date of this Agreement, as follows:

13.1.1. He or she has the capacity and power to enter into this Agreement.

13.1.2. The execution and delivery of this Agreement and performance of this Agreement have been duly authorized by all necessary action on his or her part and do not violate or constitute a breach of any agreement, instrument, order or judgment to which he or she is a party or by which he or she is bound.

13.1.3. This Agreement has been duly executed and delivered and constitutes his or her valid and binding agreement enforceable against him or her in accordance with its terms, subject to the effect of applicable bankruptcy and insolvency Laws and general equitable principles.

13.1.4. There is no litigation pending or, to his or her knowledge, threatened, against him or her seeking to enjoin or challenge any of the transactions contemplated by this Agreement.

13.1.5. As of the date of this Agreement, all of the Membership Interests are owned beneficially and of record by all Members.

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13.1.6. The Executive (i) is acquiring his or her Membership Interest solely for his or her own account, for investment, and is not being purchased with a view to resale or distribution, in whole or in part, (ii) has no contract, undertaking, understanding, agreement or arrangement, formal or informal, with any person to sell, transfer or pledge all or any portion of his or her Membership Interest in the Company, and (iii) has no plans to enter into any such contract undertaking, understanding, agreement or arrangement. Executive represents that he or she has knowledge and experience in business and financial matters, is able to evaluate the risks and benefits of investment in the Membership Interest, has received all information concerning the Company and the RTI Member as he or she deems relevant and has had the opportunity to obtain additional information as desired in order to evaluate the merits of and the risks inherent in acquiring the Membership Interest and otherwise performing his or her obligations under this Agreement and the transactions contemplated hereby.

13.2. Organization and Authority of RTI Member. The RTI Member represents and warrants as of the date of this Agreement, as follows:

13.2.1. It is duly organized, validly existing and in good standing under the Laws of the State of Georgia.

13.2.2. The execution and delivery of this Agreement and performance under this Agreement have been duly authorized by all necessary action on its part, do not violate the terms of its certificate of incorporation or bylaws and do not violate or constitute a breach of any material agreement, instrument, order or judgment to which it is a party or by which it is bound.

13.2.3. This Agreement has been duly executed and delivered on its behalf by a duly authorized signatory and constitutes its valid and binding agreement enforceable against it in accordance with its terms, subject to the effect of applicable bankruptcy and insolvency laws and general equitable principles.

13.2.4. There is no litigation pending or, to its knowledge, threatened against it seeking to enjoin or challenge any of the transactions contemplated by this Agreement.

14. RIGHT TO ENGAGE IN COMPETITIVE ACTIVITIES.

14.1. RTI Member Activities. Each Member understands that the RTI Member, or its Affiliates (except Executive who shall have no right to actively engage in any other business activities as provided in his Employment Agreement), may be interested, directly or indirectly, in various other businesses and undertakings not included in the Business of the Company but which may be directly competitive with the Business of the Company. Each Member also understands that the conduct of the Business of the Company may involve business dealings with such other businesses or undertakings. The Executive hereby agrees that the creation of the Company and the assumption by each of the Members of their duties under this Agreement shall be without prejudice to their rights (or the rights of their Affiliates) to have such other interests and activities and to receive and enjoy profits or compensation from them, and Executive waives any rights it might otherwise have to share or participate in such other interests or activities of the RTI Member or its Affiliates.

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14.2. Executive Activities. In order to protect the goodwill and unique qualities of the Company, during the term hereof and for a two-year period following termination of this Agreement, the Executive agrees and covenants as follows:

(a) The Executive specifically acknowledges that, pursuant to this Agreement, he or she will receive valuable training, trade secrets and confidential information, including, without limitation, information regarding the operational, sales, promotional and marketing methods and techniques of the Company which are beyond the present skills and experience of the Executive and the managers and employees. The Executive acknowledges that such specialized training, trade secrets and confidential information provide a competitive advantage and will be valuable to him or her in the development and operation of the Restaurants. In consideration for such specialized training, trade secrets, confidential information and rights, during the term of this Agreement, except as otherwise approved in writing by the Company, the Executive, either directly or indirectly, for himself or herself or through, on behalf of or in conjunction with any person(s), partnership or corporation, and any Affiliate of the Executive, shall not:

(1) Divert, or attempt to divert, any business or customer of the Restaurants or the Company to any competitor, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with the Proprietary Marks (as defined in the Ruby Tuesday, Inc., Operating Agreement executed by and between RTI and the Executive (the “RTI Operating Agreement”) and the System (as defined in the RTI Operating Agreement).

(2) Own, maintain, operate, engage in, or have any financial or beneficial interest in (including any interest in corporations, partnerships, trusts, unincorporated associations or joint ventures), advise, assist or make loans to, any business that is of a character and concept similar to the Restaurants or the Company, including a casual dining restaurant business which offers as a primary menu item or mix of menu items, soups, sandwiches, chicken, ethnic cuisine, health or fitness oriented dishes and a full bar, and which business is located within the United States, its territories or commonwealths, or any other country, province, state or geographic area in which the Company has used, sought registration of or registered the same or similar Proprietary Marks or operates or licenses others to operate a business under the same or similar Proprietary Marks.

(b) For a continuous uninterrupted period commencing upon the expiration, termination of (regardless of the cause for termination), or transfer of all of the Executive’s interest in this Agreement, or the RTI Operating Agreement, and continuing for two years thereafter, except as otherwise approved in writing by the Company, the Executive, directly or indirectly, for himself or herself, on behalf of or in conjunction with any Person, Persons, partnership, or corporation, and any Affiliate of the Executive shall not:

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(1) Divert, or attempt to divert, any business or customer of the Restaurants or the Company hereunder to any competitor, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with the Proprietary Marks and the System.

(2) Employ, or seek to employ, any person who is at that time, or has been within the preceding six (6) months, employed by the Company or by any other operator or developer of the Company, or otherwise directly or indirectly induce such person to leave that person’s employment, except as may be permitted under any existing development agreement or operating agreement between the Company and the Executive.

(3) Own, maintain, operate, engage in, or have any financial or beneficial interest in (including any interest in corporations, partnerships, trusts, unincorporated associations or joint ventures), advise, assist or make loans to, any business that is of a character and concept similar to the Restaurants, including a casual dining restaurant business which offers as a primary menu item or mix of menu items, soups, sandwiches, chicken, ethnic cuisine, health or fitness oriented dishes and a full bar, which business is, or is intended to be located within a ten-mile radius of any Ruby Tuesday restaurant or other food service facility in existence or under construction (or where land has been purchased or a lease has been executed for the construction of a Ruby Tuesday restaurant or other food service facility) as of the expiration or termination of, or the transfer of all of the Executive’s interest in, this Agreement.

15. LIABILITY AND INDEMNIFICATION.

15.1. No Liability. No Member or Manager shall be personally liable to the Company or other Members in acting on behalf of the Company or in such Person’s capacity as a Member or Manager, except as otherwise required by applicable Law, provided that such Person’s actions or omissions did not constitute fraud, bad faith, negligence, gross negligence, willful misconduct, or breach of this Agreement.

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15.2. Right to Indemnification. To the fullest extent permitted by Law, each Member and Manager and all of their respective shareholders, members, partners, directors, managers, officers, agents and employees (individually, an “Indemnitee”) shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, whether joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, by reason of its status as a Member or Manager or a shareholder, member, partner, officer, director, manager, agent or employee of such Member or Manager at the time any such liability or expense is paid or incurred if (a) the Indemnitee acted in good faith and in a manner it reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe its conduct was unlawful, and (b) the Indemnitee’s conduct did not constitute negligence, gross negligence, willful misconduct or a breach of this Agreement.

15.3. Advance Payment. To the fullest extent permitted by Law, expenses incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding subject to this Section 15 shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon the receipt by the Company of (a) a written affirmation of such Indemnitee’s good faith belief that such Indemnitee has met the standard of conduct necessary for indemnification under this Section 15, and (b) an undertaking by or on behalf of the Indemnitee (together with appropriate security therefor) to repay such amount unless it shall be determined that such Person is entitled to be indemnified as authorized in this Section 15.

15.4. No Additional Liability for Members. Any indemnification under this Section 15 shall be satisfied solely out of the Company’s assets. In no event may an Indemnitee subject any Member (or any of its Affiliates) to personal liability by reason of these indemnification provisions, nor shall the indemnification under this Section 15 result in any liability of a Member (or any of its Affiliates) to third parties.

15.5. Limitations on Indemnification. Notwithstanding anything to the contrary contained in this Section 15, no Person shall be entitled to indemnification under this Section 15 if any such indemnification shall be determined to be contrary to applicable Law or if a court of competent jurisdiction determined that such Person is not entitled to indemnification because such Person did not act in good faith or did not act in a manner that such Person reasonably believed was in or not opposed to the best interests of the Company.

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16. RESTRICTIONS AGAINST DISPOSITION.

16.1. General Restriction. No Member shall make any Disposition unless the Disposition is made in accordance with the provisions of this Section 16. Any Disposition contrary to the provisions of this Section 16 shall be void. The Members agree that any proposed Disposition or offer of Disposition contrary to the provisions of this Section 16 would result in irreparable harm to the Company and the other Members, and that the Company and the other Members shall each accordingly be entitled, as a matter of right, to injunctive relief in any court or other forum of competent jurisdiction for the purpose of restraining or rescinding such Disposition or offer of Disposition. This remedy shall be in addition to and not exclusive of any other remedy available to the Company or the other Members at Law or in equity or pursuant to any other provision of this Agreement.

16.1.1. The death, removal, dissolution, bankruptcy, insanity, incompetency, legal incapacity or any other involuntary withdrawal of any Member shall not dissolve or terminate the Company. In the event of such involuntary withdrawal, the legal representative of such Member shall be deemed to be the Assignee of such Member’s Membership Interest and may become a substitute Member upon the terms and conditions set forth in Section 16.5. Such representative shall be responsible for all the obligations to the Company of such Member.

16.2. Transfers by the RTI Member. Notwithstanding anything to the contrary contained in this Agreement, the RTI Member shall be entitled without the consent or approval of the Manager or any other Member to Dispose of all or any part of its Membership Interest, whether to any of its Affiliates or otherwise. Specifically, and without limitation to the foregoing, Manager and any other Member agrees that the RTI Member may sell its assets to a third party; may offer its securities privately or publicly; may merge, spin off, acquire other corporations or be acquired by another corporation; may undertake a refinancing, recapitalization, leveraged buyout or other economic or financial restructuring; and with regard to any or all of the above sales, assignments and dispositions, Manager and all Members expressly and specifically waive any claims, demands, or damages against the RTI Member arising from any such transaction. Nothing contained in this Agreement shall require the RTI Member to offer any services or products to the Company either prior or subsequent to any assignment of its rights in this Agreement.

16.3. Dispositions of Interests of Executive. During the term of the Agreement, the Executive shall not sell, assign, transfer, convey, give away, mortgage or otherwise encumber or dispose of all or any part of his or her Membership Interests, except as follows:

16.3.1. Executive may, upon the prior written consent of the RTI Member, which shall not be unreasonably withheld, transfer or convey not more than ten (10%) percent of his or her Membership Interests to any and all Persons employed as General Managers of the Company (the “General Manager”), for such consideration as the Executive shall deem appropriate. In such event, the General Manager(s) will enter into an agreement reasonably satisfactory to the Company and the RTI Member under which he or she agrees to be bound by the terms of this Agreement, including, without limitation, the obligation of such General Manager(s) to sell his or her Membership Interests upon a call of Executive’s Membership Interests as provided in Section 18 of this Agreement.

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16.3.2. Executive shall be entitled to dispose of all of his or her Membership Interests upon his or her death in accordance with the Executive’s last will and testament or the laws of intestacy, provided that the beneficiaries or heirs agree to enter into an agreement reasonably satisfactory to the Company and the RTI Member under which such heirs or beneficiaries agree to be bound by the terms of this Agreement, including without limitation the obligation of such heirs or beneficiaries to sell his or her Membership Interests upon a call of Executive’s Membership Interest as provided in Section 18 of this Agreement.

16.4. Effect of Disposition on Assignee, Transferor and Company. The Assignee of a Membership Interest shall have no right to participate in the business and affairs of the Company or to become a substitute Member (other than the right to share in the Profits or Losses, Taxable Income or Tax Loss and Cash Distributions attributable to the Membership Interest transferred to such Assignee), unless and until the Assignee is admitted as a substitute Member pursuant to the provisions of Section 16.5. The Assignee of a Membership Interest shall be subject to all of the restrictions and liabilities of the transferor Member to the extent of the Membership Interest transferred to such Assignee; provided, however, that the transferor Member shall not be relieved of any of its obligations under this Agreement with respect to the Membership Interest so transferred, unless and until the Assignee is admitted as a Member pursuant to Section 16.5. In the absence of notice to the Manager and Members of the Disposition of any portion of a Membership Interest, whether by operation of Law or otherwise, any distribution or other payment to a transferor shall acquit the Company and the Manager and Members of liability, to the extent of such payment, to any other Person who may be interested in such payment.

16.5. Admission of Assignee as Substitute Member. If a Membership Interest is transferred to an Assignee as permitted in accordance with Sections 16.2, 17, 18, or 19, then the Assignee shall be admitted as a substitute Member and shall be vested with all of the rights and powers, but subject to all of the restrictions and liabilities, of the transferor to the extent of the Membership Interest transferred, provided that if the transferee is not then a Member, it shall execute an instrument accepting and agreeing to be bound by all terms and conditions of this Agreement.

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17. RTI MEMBER OPTION.

17.1. Grant of RTI Member Option. The RTI Member shall have the option (the “RTI Member Option”), exercisable at any time after the third (3rd) anniversary of the date of this Agreement (the “RTI Member Option Period”), to purchase from the Company additional Membership Interests so that after such purchase, the RTI Member’s Percentage Interest shall be fifty (50%) percent, subject to the terms and conditions set forth in this Section 17. If the RTI Member desires to exercise the RTI Member Option, it shall deliver to the Company a notice (the “RTI Member Option Notice”) of such intention at any time during the RTI Member Option Period. If the RTI Member Option Notice is given, then the RTI Member shall be obligated to purchase, and the Company shall be obligated to sell, free and clear of all Liens, such additional Membership Interest at a closing (the “RTI Member Option Closing”) held on that date specified by the RTI Member which is not more than 120 days after the date of the RTI Member Option Notice, or such later date as shall be mutually agreed upon (the “RTI Member Option Closing Date”). The RTI Member Option may be exercised for an exercise price of $500,000.

17.2. Transferees; Payment; Deliveries at Closing. The RTI Member may designate, at least 15 days prior to the RTI Member Option Closing, one or more Persons to be the ultimate transferees of the Membership Interest to be purchased under the RTI Member Option (such ultimate transferees being referred to as the “Transferee”). No designation of a third party Transferee shall relieve the RTI Member of its obligations to purchase the additional Membership Interest. At the RTI Member Option Closing, the Company shall execute and deliver an Issuance of Membership Interest, in the form of Schedule 17.2. At the RTI Member Option Closing, the Transferee shall pay the purchase price for the Membership Interest, determined in accordance with Section 17.1, by wire transfer in immediately available federal funds to such account as shall be designated by the Company.

17.3. Failure by Transferee to Close. In the event that the Transferees fail to consummate the purchase at the RTI Member Option Closing, then the Company shall be entitled to all rights and remedies available under this Agreement, at Law or in equity, with respect to the failure by a Transferee to consummate the purchase.

18. CALL RIGHT.

18.1. Grant of Call Right. The RTI Member shall have the option (the “Call Right”), exercisable at any time following (i) the sixth (6th) anniversary of the date of this Agreement, (ii) the death or Disability of Executive, or (iii) the occurrence of an event or condition constituting “Cause” hereunder (the “Call Period”), to purchase all (but not less than all) of the Membership Interest issued to the Executive or any Member (other than the RTI Member) under this Agreement, subject to the terms and conditions set forth in this Section 18. If the RTI Member desires to exercise the Call Right, it shall deliver to the Executive a

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notice (the “Call Notice”) of such intention at any time during the Call Period. If the Call Notice is given, then the RTI Member shall be obligated to purchase, and the Executive and any Member (other than the RTI Member) (the “Selling Member”) shall be obligated to sell, free and clear of all Liens, the Selling Member’s Membership Interest at a closing (the “Call Closing”) held on that date which is not more than 120 days after the date of the Call Notice as specified by the RTI Member, or such later date as shall be agreed upon by Executive (the “Call Closing Date”) for a purchase price calculated as set forth in Section 18.

18.2. Call Purchase Price. In the event that the Call Option is exercised, then the purchase price to be paid for the Membership Interest of the Selling Members shall be equal to the product of (i) such Selling Member’s Percentage Interest multiplied by (ii) the Call Equity Value.

18.3. Transferees; Payment; Deliveries at Closing. The RTI Member may designate, at least 15 days prior to the Call Closing one or more Persons to be the ultimate transferees of the Selling Members’ Membership Interest (such ultimate transferees, whether the Company, RTI or others, being referred to as the “Transferee”). No designation of a third party Transferee shall relieve RTI of its obligations to purchase the Selling Members’ Membership Interest upon exercise of the Call Option. At the Call Closing, the Selling Members shall execute and deliver an Assignment of Membership Interest, in the form of Schedule 18.3. At the Call Closing, the Transferees shall pay the purchase price for the Selling Members’ Membership Interest, determined in accordance with Section 18.2, by wire transfer in immediately available federal funds to such account as shall be designated by such Selling Member.

18.4. Failure by Transferee to Close. In the event that the Transferees fail to consummate the purchase at the Call Closing, then the Selling Members shall be entitled at any time after the date scheduled for such closing to all rights and remedies available under this Agreement, at Law or in equity, with respect to a failure by a Transferee to consummate the purchase at a Call Closing.

19. PUT OPTION.

19.1. Grant of Put Option. The Executive shall have the option (the “Put Option”), exercisable at any time on the later of (i) the tenth (10th) anniversary of the date of this Agreement or (ii) Executive having attained the age of fifty-five (55) (or in the event of death of Executive, that date which Executive would have attained the age of 55), but only for a period of six (6) months following the event giving rise thereto (the “Put Period”), to sell all (but not less than all) of the Membership Interest then held by the Executive (or his or her heirs or beneficiaries under Section 16.3.2) to the RTI Member, subject to the terms and conditions set forth in this Section 19. If the Executive desires to exercise the Put Option, it shall deliver to the RTI Member a notice (the “Put Notice”) of such intention at any time during the Put Period. If the Put Notice is given, then the RTI Member shall be obligated to purchase, and the

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Executive or his heirs or beneficiaries shall be obligated to sell, free and clear of all Liens, the Executive’s Membership Interest at a closing (the “Put Closing”) held on that date which is 120 days after the date of the Put Notice, or such earlier date as shall be mutually agreed upon (the “Put Closing Date”) for a purchase price calculated as set forth in Section 19.2. The Put Option shall not be exercisable by the Executive at a time that there is existing an event or condition which would constitute “Cause” under this Agreement and shall not be exercisable by any party to whom Executive has transferred any portion of Executive’s Membership Interest under Section 16.3.1 of this Agreement.

19.2. Put Purchase Price. In the event that the Put Option is exercised, then the purchase price to be paid for the Executive’s Membership Interest shall be equal to the product of (i) the Executive’s Percentage Interest multiplied by (ii) the Put Equity Value.

19.3. Transferees; Payment; Deliveries at Closing. The RTI Member may designate, at least 15 days prior to the Put Closing, one or more Persons to be the ultimate transferees of the Executive’s Membership Interest (such ultimate transferees, whether the Company, the RTI Member or others, being referred to as the “Transferee”). No designation of a third-party Transferee shall relieve the RTI Member of its obligations to purchase the Executive’s Membership Interest. At the Put Closing, the Executive shall execute and deliver an Assignment of Membership Interest in the form of Schedule 19.3. At the Put Closing, the Transferees shall pay the purchase price for the Executive’s Membership Interest, determined in accordance with Section 19.2, at the option of the RTI Member either (i) in cash, by wire transfer in immediately available federal funds to such account as shall be designated by the Executive, (ii) by delivery of that number of shares of RTI Common Stock determined by dividing the put purchase price determined in accordance with Section 19.2 by the RTI Stock Price, or (iii) by a combination of such cash and shares of RTI Common Stock.

19.4. Failure by Transferee to Close.

19.4.1. In the event that the Transferees fail to consummate the purchase at the Put Closing, then the Executive shall be entitled at any time after the date scheduled for such closing to negotiate and arrange for the sale or other disposition on behalf of the Company of the Business and other assets of the Company to an unrelated third party in an arm’s-length transaction (a “Company Sale”). The exercise by the Executive of its right to effectuate a Company Sale shall be the Executive’s sole and exclusive remedy with respect to a failure by the Transferees to consummate the purchase at a Put Closing.

19.4.2. The Executive shall be entitled to determine the form and any terms of any Company Sale and whether the Company Sale shall be effected by a sale of all of the Membership Interests, a merger or consolidation, a sale of substantially all of the assets of the Company or otherwise.

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If the Executive shall obtain an offer for a Company Sale which the Executive wishes to accept, then the Company, the RTI Member and all of their respective successors and assigns shall be obligated to take such actions as the Executive shall require in order to consummate and effect such Company Sale. Such actions shall include any and all approvals and affirmative votes of the Members as may be required by this Agreement or under applicable Laws, as well as the execution and delivery of any and all documents necessary in order to effect such Company Sale. In addition to the foregoing, in the event of any Company Sale, the Executive shall be entitled to execute and deliver any and all documents on behalf of the Company and to take any and all actions on behalf of the Company to effect a Company Sale, all of which shall be deemed to be duly authorized and be binding on the Company.

19.4.3. If the Executive has elected to cause a Company Sale and in the event that any such Company Sale is effected, then the Executive shall be deemed to have been designated by the Manager and all of the Members to oversee and conduct the termination, dissolution, liquidation and winding-up of the Company in accordance with the provisions of this Agreement. In such event, the Executive shall proceed with the liquidation of the Company and apply and distribute the proceeds available upon such liquidation in accordance with the provisions of Section 21.5.

20. ACCOUNTING AND TAX MATTERS.

20.1. Books and Records - Right to Inspect. The Company shall keep adequate books and records reflecting all financial activities of the Company. Such books and records shall be maintained at the principal office of the Company (unless otherwise maintained by the RTI Member under the Service Agreement) and may be inspected and audited by any Member or the RTI Member or such Member’s or the RTI Member’s duly authorized representative at any time during business hours at the office of the Company.

20.2. Federal Income Tax Information Return. The Company shall file a federal income tax information return and all other tax returns required to be filed by the Company for each Fiscal Year. Unless prepared by the RTI Member under the Service Agreement, the Manager shall arrange for those returns to be prepared, shall furnish each Member with information necessary for preparing such Member’s income tax returns (including, but not limited to Schedule K-1), and shall use its best efforts to furnish such information on a timely basis, but in no event later than 60 days after the end of each Fiscal Year.

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20.3. Tax Matters Member. The Manager is designated as the Tax Matters Member of the Company for purposes of Code Section 6231(a)(7). Such designation shall be implemented in accordance with applicable Treasury Regulations and Internal Revenue forms. To the extent provided in Code Sections 6221 through 6231, the Tax Matters Member is authorized and directed to represent the Company, at the Company’s expense, before taxing authorities or courts of competent jurisdiction in tax matters affecting the Company, and to expend Company funds for professional services and costs associated with such tax matters; provided, however, the Tax Matters Member shall be required to obtain the written consent of the RTI Member before taking any such action. The Tax Matters Member shall report to other members before taking any action or making any decision which could have an effect on the outcome of a tax examination, administrative proceeding or litigation involving the Company. The Tax Matters Member shall provide the other Members with periodic information or reports regarding the conduct of any such examination, proceeding or litigation within a reasonable period of time after the occurrence of any material developments. The rights granted to the Tax Matters Member under this Section 20.3 are in addition to any other rights which the Tax Matters Member has under this Agreement or applicable Laws.

20.4. Income Tax Elections. The Tax Matters Member is authorized to cause the Company to make such elections for income tax purposes as the Tax Matters Member deems advisable, including, in the event of a transfer of all or a part of a Membership Interest of any Member, an election pursuant to Code Section 754 to adjust the basis of the assets of the Company. In the event that the Executive disposes all or a part of its Membership Interest as permitted in this Agreement, the Members shall make an election pursuant to Code Section 754, if requested by the transferee. The Tax Matters Member shall elect to be taxed as a partnership for federal income tax purposes as provided in Treasury Regulation § 301.7701-3(c).

21. DISSOLUTION, LIQUIDATION AND TERMINATION.

21.1. Dissolution. The Company shall dissolve and its affairs shall be wound up upon the first to occur of the following:

21.1.1. The affirmative vote or written consent of the RTI Member and the Executive;

21.1.2. The entry of a decree of judicial dissolution under the Act;

21.1.3. The sale or other disposition of all or substantially all of the assets of the Company, unless the Company acquires, as consideration, a lease or deferred payments, in which case the Company shall be dissolved when determined by the written consent of the Members pursuant to Section 21.1.1.

21.1.4. The Bankruptcy of a Member; or

21.1.5. December 31, 2049.

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21.2. Continuation of the Company. Notwithstanding the provisions of Section 21.1, the occurrence of an event referred to in Section 21.1.4 shall not cause the dissolution of the Company if the other Members, by the affirmative vote of the remaining Members owning more than 50% of the Percentage Interests owned by all of the other Members and more than 50% of the capital interests owned by all of the other Members, elect to continue the business of the Company.

21.3. No Dissolution. Except as otherwise provided in Section 21.1.4, the Company shall not dissolve as the result of the death, retirement, resignation, expulsion or dissolution of any Member, or upon the occurrence of any other event (other than an event referred to in Section 21.1.4) which terminates the continued membership of a Member under this Agreement or under the Act. In such event, the Members shall take whatever steps may be required under the Act to continue the business of the Company.

21.4. Liquidation of Assets Upon Dissolution.

21.4.1. Upon dissolution of the Company, the Manager shall cause the Company’s assets to be sold or retained for distribution in kind, as the Manager determines to be appropriate but subject in each case to the approval of the RTI Member. Pending the sale or distribution of the Company’s assets, the Company may continue to operate and otherwise deal with the assets of the Company.

21.4.2. In the event it becomes necessary to make a distribution of Company property in kind, such property shall be transferred and conveyed to the Members or their assignees so as to vest in each of them an interest in the whole of said property equal to their interests in the liquidating distributions in accordance with this Section 21. Any valuation of Company property shall be made by a firm of certified public accountants, appraisers or investment bankers selected by the Manager and approved by the RTI Member.

21.5. Distribution of Liquidation Proceeds. The proceeds of any sales made pursuant to Section 21.4, plus any unsold assets of the Company, shall be distributed as follows:

21.5.1. First, all debts and liabilities of the Company shall be paid and discharged;

21.5.2. Second, such reserves shall be established and funded in the amounts which the Members deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company. Reserve funds shall be segregated for purposes of disbursing such amounts in payment of any of the contingencies, liabilities or obligations of the Company arising out of or in connection with the Company, and at the expiration of such period as the Members shall deem advisable, the balance remaining shall be distributed as provided below; and

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21.5.3. Third, any remaining assets of the Company shall be distributed to the Members pro rata, based upon each Member’s positive Capital Account balance until all Member’s Capital Account balances have been reduced to zero.

21.5.4. Fourth, any remaining assets of the Company shall be distributed to the Members in accordance with their Percentage Interests.

21.6. No Obligation to Restore Deficit. Upon the liquidation of the Company, if any Member has a deficit balance in its Capital Account (after giving effect to all Capital Account adjustments for all periods including the final Fiscal Year of the Company), such Member shall have no obligation to make any capital contribution to the Company merely because of the existence of such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever.

21.7. No Recourse Against Manager or Other Members for Return of Capital. Members shall look solely to the assets of the Company for the return of their Capital Contributions, which shall be returned, if at all, from distributions, if any, made as provided in this Agreement, and they shall have no recourse against any other Member or any Manager.

21.8. Certificate of Cancellation, Certificates of Withdrawal. Upon the completion of winding up of the Company, a Certificate of Cancellation shall be filed with the Office of the Secretary of the State of Delaware and Certificates of Withdrawal (or other certificates having the same effect) shall be filed with the appropriate official in any state where the Company is then qualified to do business. These certificates shall set forth the information required by applicable Law.

22. BAR AGAINST CERTAIN ACTIONS CAUSING DISSOLUTION.

Except as expressly permitted by this Agreement, a Member shall not take any voluntary action which would result in the dissolution of the Company under the Act.

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23. MISCELLANEOUS.

23.1. No Partition. Each Member irrevocably waives the benefit of any provisions of Law which may provide for the partition of real or personal property and agrees that it will not resort to any action at Law or equity to partition any property of the Company.

23.2. Notices.

23.2.1. Whenever under the terms of this Agreement notice is required to be given, it shall be in writing and shall be deemed given: (i) when hand delivered; (ii) four (4) business days after being mailed, postage prepaid, by registered or certified mail, return receipt requested; or (iii) one (1) business day after being sent by next business day delivery by Federal Express or other reputable overnight courier service providing delivery confirmation. Notices shall be addressed to the Members at their addresses set forth on the books and records of the Company. Any Member may change that Member’s address at any time by notice to the Company.

23.2.2. In the case of any notice under this Agreement to the RTI Member, copies of such notice shall be delivered (in the manner specified in Section 23.2.1) to:

Ruby Tuesday, Inc.

150 West Church Avenue

Maryville, Tennessee 37801

Attn: J. Russell Mothershed

Facsimile No.: (865) 379-6817

23.2.3. In the case of any notice under this Agreement to Executive, a copy of such notice shall be delivered (in the manner specified in Section 23.2.1) to:

RT Northern California Franchise, LLC

3414 Sommerset Avenue

Redding, California 96002

Attn: James D. Brough

Facsimile No. (503) 222-3053

23.3. Amendments. Any amendment to this Agreement must be approved in writing by all of the Members. Upon adoption of any amendment, all of the Members shall execute any documents required to effectuate such adoption and within a reasonable time after such adoption, the Company shall make or cause to be made any filings or publications required or desirable to reflect such amendment.

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23.4. Severability. If any provision of this Agreement or the application of such provision to any Person or circumstance shall be held invalid, illegal or unenforceable, the remainder of this Agreement, or the application of such provision to any Person or circumstance other than those to which it is held invalid, illegal or unenforceable, shall not be affected.

23.5. Remedies Not Exclusive. Anything in this Agreement to the contrary notwithstanding, the remedies set forth in this Agreement shall not be deemed exclusive of any other remedies which any party may have in connection with this Agreement or the breach of this Agreement by any other party.

23.6. Entire Agreement. This Agreement contains the entire understanding among the Members concerning the Company and supersedes any prior or contemporaneous agreements among them, written or oral, with respect to the same subject matter, including, but not limited to, any prior letters of intent or term sheets.

23.7. Binding Effect. This Agreement shall be binding upon and inure to the benefit of each of the Members and the Manager, and their respective successors and permitted assigns.

23.8. Interpretation of Syntax and Headings. All references made and pronouns used in this Agreement shall be construed in the singular or plural, and in such gender, as the sense and circumstances require. Section headings appearing in this Agreement are for convenience of the reader; they shall not be deemed to modify, limit or define the scope or substance of the provisions they introduce, nor shall they be used in construing the intent or effect of such provisions.

23.9. Section, Schedule and Exhibit References. Except as otherwise indicated, all references to Sections, Schedules or Exhibits shall refer to sections (or subsections), schedules or exhibits of this Agreement, as appropriate.

23.10. Saturday, Sunday or Holiday. If any date upon which an action or a transaction is to take place falls on a Saturday, Sunday or a legal holiday, then the action or transaction shall take place on the first business day immediately following that date.

23.11. Governing Law. This Agreement shall be governed by and construed in accordance with Delaware Laws applicable to the enforcement and interpretation of contracts but without regard to its conflicts of laws principles.

23.12. No Benefit to Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company.

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23.13. Effect of Waiver. No waiver of any breach of condition of this Agreement shall be deemed to be a waiver of any other subsequent breach of conditions, whether of like or different nature.

23.14. Expenses. Except as specifically provided with respect to reimbursement under Section 12.1, each Member and not the Company shall be responsible for and shall pay all expenses incurred by such Member in connection with the negotiation, review and entering into of this Agreement, including the fees and expenses of counsel.

23.15. Execution in Counterparts. This Agreement may be executed in counterparts and shall be binding upon each party executing this or any counterpart.

23.16. Mediation. Executive, the RTI Member and any other Person who becomes a Member of the Company agree to submit any claim, controversy or dispute arising out of or relating to this Agreement or the relationship created by this Agreement to non-binding mediation prior to bringing such claim, controversy or dispute in a court or before any other tribunal. The mediation shall be conducted through either an individual mediator or a mediator appointed by a mediation services organization or body experienced in the mediation of disputes between members of limited liability companies, agreed upon by the parties and, failing such agreement within a reasonable period of time after either party has notified the other of its desire to seek mediation of any claim, controversy or dispute (not to exceed fifteen (15) days), by the American Arbitration Association (or any successor organization) in accordance with its rules governing mediation, at the RTI Member’s principal place of business. The costs and expenses of mediation, including compensation and expenses of the mediator (except for the attorneys’ fees incurred by either party), shall be borne by the parties equally. If the parties are unable to resolve the claim, controversy or dispute within ninety (90) days after the mediator has been chosen, then the dispute shall automatically be referred to arbitration under section 23.17 below to resolve such claim, controversy or dispute, unless such time period is extended by written agreement of the parties. Notwithstanding the foregoing, any Member may bring an action: (1) for monies owed, (2) for injunctive or other extraordinary relief, or (3) involving the possession of or to secure other relief relating to the Restaurants, in a court having jurisdiction and in accordance with section 23.18 below, without first submitting such action to mediation.

23.17. Arbitration.

23.17.1. Except as provided in this Agreement, Executive, the RTI Member and any other Person who becomes a Member of the Company agree that any claim, controversy or dispute arising out of this Agreement (and any amendments thereto) that cannot be amicably settled among the parties or through mediation shall, except as specifically set forth herein and in Section 23.18, be referred to arbitration. The arbitration shall be conducted through an organization or body experienced in the arbitration of disputes between members of limited liability companies agreed upon by the parties, and, failing such agreement within a reasonable time after the

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dispute has been referred for arbitration (not to exceed fifteen (15) days) arbitration shall be conducted by the American Arbitration Association in accordance with the rules of the American Arbitration Association, as amended, except that the arbitration shall apply the Federal Rules of Evidence in conducting the hearing sessions. If such rules are in any way contrary to or in conflict with this Agreement, the terms of the Agreement shall control.

23.17.2. Each Member a party to the dispute shall select one arbitrator. If the party upon whom the demand for arbitration is served fails to select an arbitrator within fifteen (15) days after the receipt of the demand for arbitration, then the arbitrator so designated by the party requesting arbitration shall act as the sole arbitrator to resolve the controversy at hand. The two arbitrators designated by the parties shall select a third arbitrator. If the two arbitrators designated by the parties fail to select a third arbitrator within fifteen (15) days, the third arbitrator shall be selected by the organization agreed upon or the American Arbitration Association or any successor thereto, upon application by either party. All of the arbitrators shall be experienced in the arbitration of disputes between Members of limited liability companies. The arbitration shall take place at the RTI Member’s corporate offices. The award of the arbitrators shall be final and judgment upon the award rendered in arbitration may be entered in any court having jurisdiction thereof. The costs and expenses of arbitration may be entered in any court having jurisdiction thereof. The arbitrators shall be required to submit written findings of fact and conclusions of law within thirty (30) business days following the final hearing session of the arbitration. The costs and expenses of arbitration, including compensation and expenses of the arbitrators, shall be borne by the parties as the arbitrators determine. Each party further agrees that, unless such limitation is prohibited by applicable Laws, neither party shall be liable for punitive or exemplary damages, and the arbitrators shall have no authority to award the same.

(a) Notwithstanding the above, the following shall not be subject to arbitration:

(i) disputes and controversies arising from the Sherman Act, the Clayton Act or any other federal or state antitrust Law;

(ii) disputes and controversies based upon or arising under the Lanham Act, as now or hereafter amended, relating to the ownership or validity of intellectual property;

(iii) disputes and controversies relating to actions to obtain possession of the premises of the Restaurants under lease or sublease.

(b) If the RTI Member shall desire to seek specific performance or other extraordinary relief including, but not limited to, injunctive relief under this Agreement, and any amendments thereto, then any such action shall not be subject to arbitration and the RTI Member shall have the right to bring such action as described in Section 23.18.

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(c) In proceeding with arbitration and in making determinations hereunder, the arbitrators shall not extend, modify or suspend any terms of this Agreement. Notice of or request to or demand for arbitration shall not stay, postpone or rescind the effectiveness of any termination of this Agreement.

23.18. Unresolved Disputes. With respect to any claims, controversies or disputes which are not finally resolved through mediation or arbitration as otherwise provided above, Members hereby irrevocably submit themselves to the jurisdiction of the state and the federal district courts located in the state, county or judicial district in which the RTI Member’s principal place of business is located. Members hereby waive all questions of personal jurisdiction for the purpose of carrying out this provision. Members hereby agree that service of process may be made upon any of them in any proceeding relating to or arising out of this Agreement or the relationship created by this Agreement by any means allowed by Delaware or federal Law. Members further agree that venue for any proceeding relating to or arising out of this Agreement shall be the county or judicial district in which the principal place of business of the RTI Member is located; provided, however, with respect to any action (1) for monies owed, (2) for injunctive or other extraordinary relief or (3) involving possession or disposition of, or other relief relating to, the Restaurants, Members may bring such action in any state or federal district court which has jurisdiction.

EXECUTIVE
/s/ James D. Brough
Name: James D. Brough
RUBY TUESDAY, INC.
By:	/s/ J. Russell Mothershed
Name:	J. Russell Mothershed
Title:	Senior Vice President

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SECOND AMENDMENT TO

PARTICIPATION AND OPERATING AGREEMENT OF

RT NORTHERN CALIFORNIA FRANCHISE, LLC

THIS SECOND AMENDMENT (“Amendment”) TO PARTICIPATION AND OPERATING AGREEMENT of RT NORTHERN CALIFORNIA FRANCHISE, LLC (the “LLC Agreement”) is made as of the 23^rd day of December, 2002 between JAMES D. BROUGH, an individual residing at 3414 Sommerset Avenue, Redding, California 96002 (the “Executive”) and RUBY TUESDAY INC., a Georgia corporation, whose address is 150 west Church Avenue, Maryville, Tennessee 37801 (“RTI”).

W I T N E S S E T H :

WHEREAS, the Executive and RTI are parties to the LLC Agreement; and

WHEREAS, the Executive and RTI desire to amend the LLC Agreement as hereinafter set forth; and

WHEREAS, capitalized terms not otherwise defined shall have the meaning attributed to such terms in the LLC Agreement.

NOW, THEREFORE, for and in consideration of the Agreements contained in this Amendment and other good and valuable consideration, the parties hereto agree as follows:

1. The Call Equity Value and Put Equity Value are hereby amended to reflect that Company entered into a lease by and between Company and The McConnell Foundation for the property commonly referred to as the Ruby Tuesday restaurant at Redding or Sweet River (“Short Lease”). If (1) Special Limited Partner exercises its Call Right; or (2) the Executive exercises his Put Option, then the Call Equity Value or the Put Equity Value shall be amended such that the Short Lease EBITDA (defined below) for the restaurant subject to the Short Lease shall be multiplied by three (3) as related to the net income resulting from the operating of the restaurant subject to the Short Lease.

2. The definition of EBITDA shall be amended and a new definition of Short Lease EBIDTA shall be added as follows:

On a Partnership wide basis, the net income of the Partnership determined for any period, plus depreciation, amortization, interest, taxes and non-cash charges for the period for which such net income is determined, all determined in accordance with GAAP, minus, with respect to any real property and improvement of the Partnership secured by a mortgage (or similar instrument) or Capital Lease Obligation arising with respect to any Restaurants other than the Acquired Restaurants (the “Mortgaged Property”), an amount equal to the rent that would have been paid on such Mortgaged Property had it been leased at an annual rate equal to 10.5% of the original cost of such Mortgaged Property. “Short Lease EBITDA” relates to Redding restaurant and shall mean the net income for the same period for which EBITDA is calculated, plus depreciation, amortization, interest, taxes and non-cash charges for the period for which such net income is determined, all in accordance with GAAP. Costs shall be allocated in a manner that is consistent with all Restaurants.

The calculation of EBITDA shall be consistent with the determination of EBITDA as set forth in the Supplement to Item 19 dated October 15, 1997, of the Uniform Franchise Offering Circular dated August 29, 1997, as amended November 18, 1997, issued by RTI except as set forth in this Amendment as otherwise amended.

3. The definition of Put Equity Value is amended as follows:

The sum of (i) the sum of (a) the product of four (4) multiplied by the average of EBITDA of the partnership (excluding the Short Lease EBITDA) for each of the three (3) consecutive twelve (12) month Fiscal Periods, the last of which ends on the Valuation Date, plus (b) the product of three (3) multiplied by the average of Short Lease EBITDA for the same period; plus (ii) the cash and cash equivalents (excluding non-cash working capital) held by the Partnership as of the Put Closing Date; less (iii) Liabilities of the Partnership as of the Put Closing Date. In the event three (3) consecutive twelve (12) month periods shall not have elapsed by the Valuation Date, EBITA shall be annualized for the period commencing on the date hereof and ending on the Valuation Date.

4. The definition of Call Equity Value shall be amended as follows:

The sum of (i) the sum of (a) the product of four (4) multiplied by the EBITDA of the Partnership (excluding the Short Lease EBITDA) for the consecutive twelve (12) month Fiscal Period ending on the Valuation Date, plus (b) the product of three (3) multiplied by the Short Lease EBITDA for the same period, plus (ii) the cash and cash equivalents (excluding non-cash working capital) held by the Partnership as of the Call Closing Date less, (iii) Liabilities of the Partnership as of the Call Closing Date.

5. In the event that there are five (5) to ten (10) years remaining under the Short Lease (which may include options although the extension or exercise of such option must be at the sole discretion of the Company and the amount of rent must be acceptable to RTI) at the time of the put Option or the Call right, the multiplier contained in Paragraph 3.(i)(b) and Paragraph 4.(i)(b) shall be two (2) rather than three (3). In the event that there are more than fifteen (15) years remaining under the Short Lease (which may include options although the extension or exercise of such option must be at the sole discretion of the Company and the amount of rent must be acceptable to RTI) at the time of the Put Option or Call right, the multiplier contained in Paragraph 4.(i)(b) shall be four (4) rather than three (3).

6. Miscellaneous. In all other respects the LLC Agreement, as amended, is ratified and reaffirmed.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first above written.

JAMES D. BROUGH
By:	/s/ James D. Brough
Name:	James D. Brough
Title:	President/Manager
RUBY TUESDAY, INC.
By:	/s/ Marguerite N. Duffy
Name:	Marguerite N. Duffy
Title:	Senior Vice President

THIRD AMENDMENT TO

PARTICIPATION AND OPERATING AGREEMENT OF

RT NORTHERN CALIFORNIA FRANCHISE, LLC

THIS THIRD AMENDMENT (“Amendment”) TO PARTICIPATION AND OPERATING AGREEMENT of RT NORTHERN CALIFORNIA FRANCHISE, LLC (the “LLC Agreement”) is made as of the 23^rd day of December, 2002 between JAMES D. BROUGH, an individual residing at 3414 Sommerset Avenue, Redding, California 96002 (the “Executive”) and RUBY TUESDAY INC., a Georgia corporation, whose address is 150 west Church Avenue, Maryville, Tennessee 37801 (“RTI”).

W I T N E S S E T H :

WHEREAS, the Executive and RTI are parties to the LLC Agreement; and

WHEREAS, the Executive and RTI desire to amend the LLC Agreement as hereinafter set forth; and

WHEREAS, capitalized terms not otherwise defined shall have the meaning attributed to such terms in the LLC Agreement.

NOW, THEREFORE, for and in consideration of the Agreements contained in this Amendment and other good and valuable consideration, the parties hereto agree as follows:

1. The Call Equity Value and Put Equity Value are hereby amended to reflect that Company entered into a lease by and between Company and John A. Gangi and Monica L. Gangi, individually, for the property commonly referred to as the Ruby Tuesday restaurant at Woodland (“Short Lease”). If (1) Special Limited Partner exercises its Call Right; or (2) the Executive exercises his Put Option, then the Call Equity Value or the Put Equity Value shall be amended such that the Short Lease EBITDA (defined below) for the restaurant subject to the Short Lease shall be multiplied by three (3) as related to the net income resulting from the operating of the restaurant subject to the Short Lease.

2. The definition of EBITDA shall be amended and a new definition of Short Lease EBIDTA shall be added as follows:

On a Partnership wide basis, the net income of the Partnership determined for any period, plus depreciation, amortization, interest, taxes and non-cash charges for the period for which such net income is determined, all determined in accordance with GAAP, minus, with respect to any real property and improvement of the Partnership secured by a mortgage (or similar instrument) or Capital Lease Obligation arising with respect to any Restaurants other than the Acquired Restaurants (the “Mortgaged Property”), an amount equal to the rent that would have been paid on such Mortgaged Property had it been leased at an annual rate equal to 10.5% of the original cost of such Mortgaged Property. “Short Lease EBITDA” relates to the Woodland restaurant and shall mean the net income for the same period for which EBITDA is calculated, plus depreciation, amortization, interest, taxes and non-cash charges for the period for which such net income is determined, all in accordance with GAAP. Costs shall be allocated in a manner that is consistent with all Restaurants.

The calculation of EBITDA shall be consistent with the determination of EBITDA as set forth in the Supplement to Item 19 dated October 15, 1997, of the Uniform Franchise Offering Circular dated August 29, 1997, as amended November 18, 1997, issued by RTI except as set forth in this Amendment as otherwise amended.

3. The definition of Put Equity Value is amended as follows:

The sum of (i) the sum of (a) the product of four (4) multiplied by the average of EBITDA of the partnership (excluding the Short Lease EBITDA) for each of the three (3) consecutive twelve (12) month Fiscal Periods, the last of which ends on the Valuation Date, plus (b) the product of three (3) multiplied by the average of Short Lease EBITDA for the same period; plus (ii) the cash and cash equivalents (excluding non-cash working capital) held by the Partnership as of the Put Closing Date; less (iii) Liabilities of the Partnership as of the Put Closing Date. In the event three (3) consecutive twelve (12) month periods shall not have elapsed by the Valuation Date, EBITA shall be annualized for the period commencing on the date hereof and ending on the Valuation Date.

4. The definition of Call Equity Value shall be amended as follows:

The sum of (i) the sum of (a) the product of four (4) multiplied by the EBITDA of the Partnership (excluding the Short Lease EBITDA) for the consecutive twelve (12) month Fiscal Period ending on the Valuation Date, plus (b) the product of three (3) multiplied by the Short Lease EBITDA for the same period, plus (ii) the cash and cash equivalents (excluding non-cash working capital) held by the Partnership as of the Call Closing Date less, (iii) Liabilities of the Partnership as of the Call Closing Date.

5. In the event that there are five (5) to ten (10) years remaining under the Short Lease (which may include options although the extension or exercise of such option must be at the sole discretion of the Company) at the time of the put Option or the Call right, the multiplier contained in Paragraph 3.(i)(b) and Paragraph 4.(i)(b) shall be two (2) rather than three (3). In the event that there are more than fifteen (15) years remaining under the Short Lease (which may include options although the extension or exercise of such option must be at the sole discretion of the Company) at the time of the Put Option or Call right, the multiplier contained in Paragraph 4.(i)(b) shall be four (4) rather than three (3).

6. Miscellaneous. In all other respects the LLC Agreement, as amended, is ratified and reaffirmed.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first above written.

JAMES D. BROUGH
By:	/s/ James D. Brough
Name:	James D. Brough
Title:	President/Manager
RUBY TUESDAY, INC.
By:	/s/ Marguerite N. Duffy
Name:	Marguerite N. Duffy
Title:	Senior Vice President

FOURTH AMENDMENT TO

PARTICIPATION AND OPERATING AGREEMENT OF

RT NORTHERN CALIFORNIA FRANCHISE, LLC

This FOURTH AMENDMENT (the “Amendment”), effective as of November 3, 2004, by and among RT FRANCHISE ACQUISITION, LLC, a Delaware limited liability company (which acquired the ninety-nine percent (99%) member interest held by James D. Brough (“Brough”) as further described below) (“Acquiror”), RT FINANCE, INC., a Delaware corporation (which acquired the one percent (1%) member interest held by Ruby Tuesday, Inc., a Georgia corporation (“RTI’) as further described below) (“RTI Member”), as member is defined in that certain Participation and Operating Agreement of RT Northern California Franchise LLC (the “Company”) dated as of March 27, 2000; as amended (the “Agreement”) in accordance with the provisions of the Agreement. Capitalized terms used but not defined herein shall the meanings ascribed to them in the Agreement.

WHEREAS; pursuant to the terms of a (i) Transfer and Contribution Agreement from RTI to RTBD, Inc. (a wholly-owned subsidiary of RTI, and (ii) Contribution Agreement from RTBD, Inc. to RT Finance, Inc. (a wholly-owned subsidiary of RTBD, Inc.), each dated May 31, 2004, RTI Member acquired a one percent (1%) membership interest in the Company from RTI;

WHEREAS, Brough and Acquiror entered into that certain Assignment of Membership Interest, effective as of November 3, 2004, which is attached hereto as Exhibit “A” (the “Assignment”), pursuant to which Brough assigned and transferred all of his ninety-nine percent (99%) Membership Interest in the Company(the “Membership Interests”) to the Acquiror;

WHEREAS, as of the effective date of the Assignment, the Membership Interests held by Brough were assigned and transferred to the Acquiror, and as set forth in Paragraph 4 of the Assignment; Brough resigned from any position held in the Company and transferred his right, title, and interest in the Company;

WHEREAS, although the effective date of the Assignment is November 3, 2004, the payment for the Membership Interest was made on November 26, 2004.

WHEREAS, the members of the Company wish to amend the Agreement to reflect such assignment and transfer;

NOW, THEREFORE, in consideration of the foregoing, the agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:

1. The definition of “Member” in Section 1 of the Agreement is hereby deleted in . its entirety and the following is substituted in lieu thereof:

“Member”: RT Franchise Acquisition, LLC, RT Finance, Inc., and any other Person who becomes a member in the Company in accordance with the terms of this Agreement

2. The following definition of “Executive” is hereby added to Section 1 of the Agreement as follows:

“Executive” shall mean the regional personnel, multi-unit operator, or support services appointed by the RTI Member, from time to time.”

2. Section 8.2 of the Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

“8.2 Manager RT Franchise Acquisition, LLC, a Delaware limited liability company, is hereby designated as Manager.

3. Section 8.9 of the Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

“8.9 Officers. The members or manager may designate one or more individuals to be officers of the Company, and any officers so designated shall have such title; authorities and, duties as the members or manager may delegate to them, but in no event to exceed the authority granted to the Manager pursuant to this Agreement. Any officer may be removed as such (i) at any time by the Manager, provided that the president and chief executive officer may only be removed with the consent of the RTI Member, or (ii) by the RTI Member acting alone if the RTI Member removes the Manager pursuant to Section 8.2. Officers may be Affiliates of a Member or the RTI Member. The officer of the Company shall be:

Marguerite N. Duffy                            Vice President

4. Section 2.4 of the Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

“2.4 Principal Place of Business. The Company’s principal place of business shall be 150 West Church Avenue, Maryville, Tennessee 37801, or such other location as the Manager shall determine with the consent of all Members.”

5. Section 23.2.2 of the Agreement is deleted in its entirety and the following is substituted in lieu thereof:

“23.2.2 In the case of any notice under this Agreement to Executive, a copy of such notice shall be delivered (in the manner specified in Section 23.2.1) to:

150 West Church Avenue

Maryville, Tennessee 37801

Attention: President

Facsimile: 865-379~6826

6. Pursuant to the terms of the Assignment, Brough resigned his position as Executive and any other position of the Company arid is no longer a party to the Agreement.

7. Except as modified in Paragraphs 1 through 6 of this Fourth Amendment, the Agreement shall remain in full force and effect.

8. This First Amendment shall be governed by and construed in accordance with the laws of the State of Delaware applicable to the enforcement and interpretation of contracts but without regard to its conflicts of laws and principles.

9. This Fourth Amendment may be executed in counterparts and shall be binding upon each party executing this or any counterpart.

IN WITNESS WHEREOF, this Fourth Amendment is effective as of the date and year set forth above.

RT FRANCHISE ACQUISITION, LLC,
a Delaware limited liability company
By:	/s/ Marguerite N. Duffy
Name:	Marguerite N. Duffy
Title:	Vice President
RT FINANCE, INC.
By:	/s/ Marguerite N. Duffy
Name:	Marguerite N. Duffy
Title:	Vice President

EX-3.82

Exhibit 3.82

Form 207		This space reserved for office use.
(revised 9/03)		FILED
Return in Duplicate to:		In the Office of the
Secretary of State		Secretary of State of Texas
P.O. Box 13697		MAR 01 2005
Austin, TX 78711-3697	Certificate of
FAX: 512/463-5709	Limited Partnership	Corporations Section
	Pursuant to
Filing Fee: $750	Article 6132a-1

1. Name of Limited Partnership

The name of the limited partnership is as set forth below:

RTTA, LP

The name of the entity must contain the words “Limited Partnership” or the abbreviations “L.P.,” “LP,” or “Ltd.” as the last words or letters of its name. The name must not be the same as, deceptively similar to or similar to that of an existing corporate, limited liability company, or limited partnership name on file with the secretary of state. A preliminary check for “name availability” is recommended.

2. Principal Office

The address of the principal office in the United States where records of the partnership are to be kept or made available is set forth below:

Street Address         150 West Church Avenue
City	State	Zip Code	Country
Maryville	TN	37801	USA

3. Registered Agent and Registered Officer (Select and complete either A or B, then complete C)

x A. The initial registered agent is an organization (cannot be partnership named above) by the name of:

C T Corporation System

OR

¨ B. The initial registered agent is an individual resident of the state whose name is set forth below:

First Name	M.I.	Last Name	Suffix
C. The business address of the registered agent and the registered office address is:
Street Address	City	State	Zip Code
350 N. St. Paul Street	Dallas	TX	75201

4. General Partner Information

The name, mailing address, and the street address of the business or residence of each general partner is as follows:

General Partner 1

Legal Entity: The general partner is a legal entity named:

RTBD Inc, a Delaware Corporation

Individual: The general partner is an individual whose name is set forth below:
First Name	M.I.	Last Name	Suffix
MAILING ADDRESS OF GENERAL PARTNER 1
Mailing Address	City	State	Zip Code
150 West Church Avenue	Maryville	TN	37801
STREET ADDRESS OF GENERAL PARTNER 1
Mailing Address	City	State	Zip Code
150 West Church Avenue	Maryville	TN	37801
General Partner 2
Legal Entity: The general partner is a legal entity named:
Individual: The general partner is an individual whose name is set forth below:
Partner 2—First Name	M.I.	Last Name	Suffix
MAILING ADDRESS OF GENERAL PARTNER 2
Mailing Address	City	State	Zip Code
STREET ADDRESS OF GENERAL PARTNER 2
Mailing Address	City	State	Zip Code
5. Supplemental Information
Text area: [The attached addendum, if any, is incorporated herein by reference]
Effective Date of Filing
x A. This document will become effective when the document is filed by the secretary of state.
OR
¨ B. This document will become effective at a later date, which is not more than ninety (90) days from the date of its filing by the secretary of state. The delayed effective date is
Execution
The undersigned signs this document subject to the penalties imposed by law for the submission of a false or fraudulent document.
RTTA, LP
By: RTBD, In., General Partner
By: Scarlett May                     , Vice President
/s/ Scarlett May		Name of General Partner 2
Signature of General Partner 1		Signature of General Partner 2

EX-3.83

Exhibit 3.83

AGREEMENT OF LIMITED PARTNERSHIP

OF

RTTA, LP

THE LIMITED PARTNERSHIP INTERESTS THAT ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THE INTERESTS MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL THE HOLDER THEREOF PROVIDES EVIDENCE SATISFACTORY TO THE GENERAL PARTNER (WHICH, IN THE DISCRETION OF THE GENERAL PARTNER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNER) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE APPLICABLE FEDERAL OR STATE SECURITIES LAWS.

THE PARTNERSHIP INTERESTS THAT ARE THE SUBJECT OF THIS AGREEMENT ARE SUBJECT TO RESTRICTIONS ON THE TRANSFER SALE, PLEDGE OR OTHER DISPOSITION AS SET FORTH IN ARTICLE 11 OF THIS AGREEMENT.

AGREEMENT OF LIMITED PARTNERSHIP

OF

RTTA, LP

TABLE OF CONTENTS

	Page
ARTICLE 1. DEFINITIONS		1
1.1 Certain Definitions		1
1.2 Other Definitions		7
ARTICLE 2. ORGANIZATIONAL MATTERS		7
2.1 Formation		7
2.2 Name		7
2.3 Name and Address of Initial Partners		7
2.4 Registered Office and Registered Agent		7
2.5 Principal Office and Other Offices		7
2.6 Purpose		8
2.7 Certificate; Foreign Qualification		8
2.8 Term		8
2.9 Merger, Exchange or Conversion		8
ARTICLE 3. CAPITAL CONTRIBUTIONS AND LOANS		8
3.1 RTBD’s Contribution		8
3.2 RTFA’s Contribution		8
3.3 No Additional Contribution		9
3.4 Return of Contributions		9
3.5 Loans by Partners		9
3.6 Capital Accounts		9
(a) Establishment		9
(b) Computation		9
(c) Section 754 Election		10
(d) Transferees		10
(e) Other Accounts		10
3.7 Other Provisions With Respect to Capital Contributions		10
3.8 No Duty to Restore Negative Capital Account		10
ARTICLE 4. DISTRIBUTIONS AND ALLOCATIONS		11
4.1 Distributions Of Distributable Cash		11
4.2 General Allocations		11
(a) Profits		11
(b) Losses		11
4.3 Special Allocations		11
(a) Limitation on Allocation of Losses		11
(b) Minimum Gain Chargeback		11

(c) Chargeback of Minimum Gain Attributable to Partner Nonrecourse Debt	12
(d) Qualified Income Offset	12
(e) Gross Income Allocations	12
(f) Nonrecourse Deductions	12
4.4 Other Allocation Rules	13
(a) Allocations Upon Transfers of Partnership Interests	13
(b) Date Transfer Deemed to Occur	13
(c) Tax Allocations	13
4.5 Allocations Under Section 704(c) of the Code	13
4.6 Working Capital Reserve	14
4.7 Distribution in Kind	14
ARTICLE 5. MANAGEMENT; CERTAIN RIGHTS AND DUTIES OF GENERAL PARTNER	14
5.1 Management of Partnership Affairs	14
5.2 Limitations on Powers and Authority of the General Partner	15
5.3 No Other Authority	16
5.4 Reliance on Authority	16
5.5 Reimbursement	16
5.6 Standards of Performance	16
5.7 Dealings with Partnership	17
5.8 Removal	17
(a) Right to Remove	17
(b) New General Partner	17
(c) Restrictions	17
5.9 Withdrawal	18
(a) No Right	18
(b) Consequences of Wrongful Withdrawal	18
5.10 Conversion of Interest; Right to Purchase	18
5.11 Indemnification of General Partner	18
5.12 Power of Attorney	19
5.13 Representations and Covenants of the General Partner	19
(a) Due Organization, Good Standing and Corporate Power	19
(b) Authorization and Validity of Agreement	19
ARTICLE 6. RIGHTS, OBLIGATIONS AND REPRESENTATIONS OF LIMITED PARTNERS	20
6.1 Withdrawal	20
6.2 Representations of Limited Partners	20
(a) Authorization and Validity of Agreement	20
(b) Securities Act Investment	20
(c) Accredited Investor Status	20
(d) Review of Partnership Information	21
(e) No Advertisement	21
(f) Business Experience	21
(g) Risk of Loss	21
(h) Reliance	21
(i) Restricted Stock Limitations	21

ii

ARTICLE 7. RIGHTS AND OBLIGATIONS OF SPECIAL LIMITED PARTNER	21
7.1 Withdrawal	21
7.2 Limitation on Voting Rights	22
ARTICLE 8. MEETINGS AND CONSENTS OF PARTNERS	22
8.1 Consents and Voting	22
(a) Sole Discretion	22
(b) Only Partners of Record to Vote	22
(c) No Proxies	22
8.2 Meetings	22
8.3 Action Without Meeting	22
8.4 Action by Telephone Conference	23
ARTICLE 9. BANK ACCOUNTS, INVESTMENTS, GENERAL ACCOUNTING PROVISIONS AND REPORTS	23
9.1 Books of Account; Access	23
9.2 Annual Reports	23
9.3 Bank Accounts	24
9.4 Investments	24
ARTICLE 10. TAXES	24
10.1 Tax Returns	24
10.2 Tax Elections	24
10.3 Tax Matters Partner	25
ARTICLE 11. RESTRICTIONS ON CERTAIN TRANSFERS AND COMPETITIVE ACTIVITIES	25
11.1 General Prohibition	25
11.2 Transfer by General Partner	25
11.3 Transfer by Limited Partner	25
11.4 Securities Laws Compliance	25
11.5 Substituted Partners	25
11.6 Amendment of Certificate of Limited Partnership	26
11.7 Competition	26
ARTICLE 12. DISSOLUTION	26
12.1 Dissolution	26
12.2 Continuation	26
12.3 Interim Manager	26
12.4 Effect of Dissolution	27

iii

ARTICLE 13. WINDING UP AND TERMINATION	27
13.1 Winding Up and Termination	27
(a) General	27
(b) Powers	27
(c) Cost of Liquidation	28
(d) Termination; Release of Liquidation Escrow	28
(e) No Recourse	28
13.2 Cancellation of Certificate	28
ARTICLE 14. MISCELLANEOUS	28
14.1 Amendment or Modification	28
14.2 Notices	28
14.3 Failure to Pursue Remedies	29
14.4 Section Headings	29
14.5 Severability of Provisions	29
14.6 Governing Law; Venue	29
14.7 Cumulative Remedies	29
14.8 Counterparts	29
14.9 Successors and Assigns	29
14.10 Construction. Sections, Exhibits, Etc	30
14.11 Further Assurances	30
14.12 Waiver of Certain Rights	30
14.13 Attorneys’ Fees	30
14.14 Arbitration	30
14.15 Entire Agreement	30
EXHIBIT A	A-l

iv

AGREEMENT OF LIMITED PARTNERSHIP OF

RTTA, LP

This Agreement of Limited Partnership of RTTA, LP (as the same may be amended from time to time, the “Agreement”) is executed as of March 1 , 2005, by RTBD, Inc., a Delaware corporation (“RTBD”) and RT Franchise Acquisition, LLC, a Delaware limited liability company (“RTFA”).

RECITALS:

ARTICLE 1. DEFINITIONS

1.1 Certain Definitions. As used in this Agreement, each of the following terms has the meaning given to it below:

“Adjusted Capital Account” means, with respect to a Partner, the Capital Account maintained for such Partner in accordance with Section 3.7 hereof, after giving effect to the following adjustments:

(a) Such Capital Account will be increased to reflect any amounts which such Partner is obligated to restore to the Partnership, including any amount such Partner is deemed to be obligated to restore, under Treasury Regulations
Sections 1.7041(b)(2)(ii)(c) and 1.704-2(g) and (i)(5); and

(b) Such Capital Account-will be decreased to reflect any items described in Treasury Regulations
Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

This definition of Adjusted Capital Account is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently with those provisions.

“Affiliate” means, with respect to any Person, any Family Member of such first Person or any other Person who is controlled by, under common control with or in control of such first Person.

“Agreement” has the meaning given that term in the introductory paragraph hereof.

“Bankrupt Partner” means any Partner with respect to which an event of the type described in Section 4.02(a)(4) or (5) of the Partnership Act has occurred, subject to the lapsing of any period of time therein specified.

“Base Rate” means a rate per annum that from day to day is equal to the lesser of (a) the prime rate of interest as cited by The Wall Street Journal and (b) the maximum rate permitted by applicable laws, with each change in the rate to be made on the same date as any change in (a) or (b), as appropriate.

“Business Day” means any day other than a Saturday, a Sunday or a holiday on which national banks in the State of Texas are permitted to be closed.

“Capital Account” has the meaning given to it in Section 3.7.

“Capital Contribution” means any contribution by a Partner to the capital of the Partnership.

“Carrying Value” means (a) with respect to any Partnership asset contributed to the Partnership by any Person, the gross fair market value of such asset as determined by the contributing Partner and the General Partner, provided that, if the contributing Partner is the General Partner, the determination of the fair market value of any contributed asset shall require the consent of a Majority in Interest of the Limited Partners, in each case, adjusted as provided in the last sentence of this paragraph, and (b) with respect to any other Partnership asset, the adjusted basis of such asset for federal income tax purposes as of the time of determination; provided, however, that the Carrying Value of all Partnership assets shall, at the election of the General Partner, be adjusted to equal their gross fair market value, as determined by the General Partner, upon the occurrence of an event specified in Treasury Regulations
Section 1.7041 (b)(2)(iv)(f)(5). The initial Carrying Value of any Partnership asset shall subsequently be adjusted in a manner similar to such asset’s adjusted basis for federal income tax purposes except that depreciation, amortization and certain other deductions shall be computed in accordance with Section 3.7(b)(i).

“Certificate” means, at any time, the certificate of limited partnership of the Partnership filed with the Secretary of State of the State of Texas pursuant to the Partnership Act and Section 2.7, as amended or restated at such time.

“Change in Control” means, with respect to any Partnership Interest, a change in the ultimate control of that Partnership Interest.

“Code” means, at any time, the Internal Revenue Code of 1986 or, from and after the date any successor statute becomes, by its terms, applicable to the Partnership, such successor statute, in each case as amended at such time by amendments that are, at that time, applicable to the Partnership. All references to sections of the Code include any corresponding provision or provisions of any such successor statute.

“Distributable Cash” of the Partnership means all cash funds of the Partnership on hand at any time after payment of all expenses of the Partnership payable as of such time reduced by the amount of the Working Capital Reserve and of the Liquidation Escrow, if any, at such time. Distributable Cash does not include or reflect any proceeds received or expenses incurred in connection with a capital transaction.

2

“Economic Risk of Loss” has the meaning set forth In Treasury Regulations Section 1.752-2(a).

“Event of Withdrawal” means, with respect to a General Partner, the occurrence of any of the following events:

(a) the General Partner gives written notice to the other Partners of its withdrawal and it becomes effective under Section 5.9;

(b) the General Partner is removed as a general partner in accordance with this Agreement;

(c) the General Partner becomes a Bankrupt Partner (unless a Majority in Interest of the Limited Partners agree that such event shall not constitute an Event of Withdrawal);

(d) a certificate of dissolution or its equivalent is filed with respect to the General Partner or 90 days lapse after the General Partner receives notice that its charter has been revoked without a reinstatement of the charter (unless a Majority in Interest of the Limited Partners agree that such event shall not constitute an Event of Withdrawal); or

(e) any other event that is an event of withdrawal with respect to the General Partner as set forth in Subsection 4.02(x) of the Partnership Act (unless, to the extent the Partnership Act permits the partnership agreement to vary such result, a Majority in Interest of the Limited Partners agree that such event shall not constitute an Event of Withdrawal).

“Family Member” means, with respect to any individual, any other individual that is (a) a spouse of such individual, (b) a birth or adoptive parent of such individual or spouse, (c) a descendant (whether by blood or adoption) of any such parent; or (d) a trust, the trustees or primary beneficiaries of which are one or more persons of the type described in clauses (a) through (c) immediately above.

“Fiscal Year” means the calendar year.

“General Partner” means RTBD, Inc., or any other Person admitted pursuant to this Agreement in the capacity of general partner in the Partnership, each for only so long as such Person remains as a general partner in accordance with this Agreement and the Partnership Act.

“Limited Partner” means RTFA, or any other Person admitted pursuant to this Agreement in the capacity of a limited partner in the Partnership (other than a Special Limited Partner), each for only so long as such Person remains as a limited partner in accordance with this Agreement and the Partnership Act. Such term does not include any Special Limited Partner.

“Limited Partners” means, at any time, every Person who is then a Limited Partner.

3

“Liquidating Manager” means the General Partner(s) who did not wrongfully dissolve the Partnership who remain after the Partnership is dissolved, if it is not properly reconstituted, or, in the absence of any such remaining General Partner, the Person or Persons selected to effect the liquidation of the Partnership by a Majority in Interest of the Limited Partners or, in both the absence of any such remaining General Partner and the failure of the Limited Partners to select a Liquidating Manager within the period of time during which the Partnership may be properly reconstituted following its dissolution, the Person or Persons appointed by a court of competent jurisdiction pursuant to Section 8.04(a) of the Partnership Act.

“Liquidation Escrow” means a cash escrow account established for the payment of liabilities of the Partnership in accordance with Section 13.1(a)(i).

“Loss” means, for any taxable period, the excess, if any, of the Partnership’s items of loss and deduction for such taxable period over the Partnership’s items of income and gain for such taxable period. The items included in the calculation of Loss shall be determined in accordance with Section 3.7(b) and shall not include any items specially allocated under Section 4.3. Once an item of income, gain, loss or deduction that has been included in the initial computation of Loss is subjected to Section 4.3, the applicable Profit or Loss shall be recomputed without regard to such item. For purposes of Section 4.2, in determining whether Loss has been allocated to any Partner for any previous taxable period, any Unrealized Gain or Unrealized Loss allocated pursuant to Section 3.7(b) shall be treated as an item of gain or loss in computing Profit.

“Majority in Interest” means, with respect to any group of Partners, one or more Partners of that group who, together with their direct and indirect assignees who have not been admitted as a substituted Partner in respect of any Partnership Interest Transferred by such Partner or Partners, own more than 50% of the Sharing Ratios owned by all Partners of that group (or such assignees).

“Management Right” means, with respect to any Partnership Interest, the right of the Person last admitted as a Partner in respect of such Partnership Interest to participate in the management of the business and affairs of the Partnership in accordance with the Partnership Act and this Agreement, including but not limited to the right to consent to or approve certain actions of the Partnership.

“Minimum Gain” means the amount determined pursuant to the provisions of Treasury Regulations Section 1.704-2(d).

“Minimum Gain Attributable to Partner Nonrecourse Debt” means the amount determined pursuant to the provisions of Treasury Regulations Section 1.704-2(i)(3).

“Net Agreed Value” means (a) in the case of property or other consideration contributed to the Partnership as a Capital Contribution, the fair market value of such property or other consideration (as determined by the General Partner using such reasonable methods as it shall adopt) reduced by any indebtedness either assumed by the Partnership upon such contribution or to which such property is subject when contributed and (b) in the case of any property distributed to a Partner in liquidation of the Partnership or otherwise, the fair market value of such property at the time of such distribution reduced by any indebtedness either assumed by such Partner upon such distribution or to which such property is subject at the time of such distribution.

4

“Nonrecourse Deductions” has the meaning set forth in Treasury Regulations Section 1.704-2(b)(1).

“Nonrecourse Liability” means those liabilities defined as such in Treasury Regulations Section 1.704-2(b)(3).

“Partner” means any General Partner, Limited Partner or Special Limited Partner.

“Partner Nonrecourse Debt” has the meaning set forth in Treasury Regulations Section 1.704-2(b)(4).

“Partner Nonrecourse Deductions” has the meaning set forth in Treasury Regulations Sections 1.704-2(i)(1) and 1.704-2(i)(2).

“Partners” means all General Partners, Limited Partners and Special Limited Partners.

“Partnership” means the limited partnership formed pursuant to this Agreement.

“Partnership Act” means, at any time, the Texas Revised Limited Partnership Act or, from and after the date any successor statute becomes, by its terms, applicable to the Partnership, such successor statute, in each case as amended at such time by amendments that are, at that time, applicable to the Partnership. All references to sections of the Partnership Act include any corresponding provision or provisions of any such successor statute.

“Partnership Interest” means the interest of a Partner in the Partnership, including the right to receive distributions of Partnership assets and the right to receive allocations of income, gain, loss, deduction or credit of the Partnership. It does not include the Management Right.

“Permitted Investments” has the meaning given it in Section 9.4.

“Person” includes any individual, partnership, limited partnership, joint venture, corporation, limited liability company, trust, estate, custodian, trustee, executor, administrator, nominee, representative, unincorporated organization, sole proprietorship, trust, employee benefit plan, tribunal, governmental entity, department or agency, or other entity.

“Profit” means, for any taxable period, the excess, if any of the Partnership’s items of income and gain for such taxable period over the Partnership’s items of loss and deduction for such taxable period. The items included in the calculation of Profit shall be determined in accordance with Section 3.7(b) and shall not include any items specially allocated under Section 4.3. Once an item of income, gain, loss or deduction that has been included in the initial computation of Profit is subjected to Section 4.3, the applicable Profit or Loss will be recomputed without regard to such item. For purposes of Section 4.2, in determining whether Profits have been allocated to any Partner for any previous taxable period, any Unrealized Gain or Unrealized Loss allocated pursuant to Section 3.7(b) shall be treated as an item of gain or loss in computing Profit.

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“Property” means the property described on Exhibit B, if any.

“Qualified Representative” means, with respect to any Partner who is not a natural person, an authorized officer, partner, director or agent of such Partner who is not appointed or elected solely or primarily for the purpose of representing such Partner as a Partner and, with respect to any Partner who is a natural person, a Person who has been duly appointed as the legal representative of such Partner due to such Partner’s mental or physical incapacity.

“Section” means a section of this Agreement, unless the text indicates otherwise.

“Sharing Ratio” means with respect to any Partner, the percentage shown as such Partner’s Sharing Ratio on Exhibit A, as it may be changed from time to time in accordance with this Agreement.

“Special Limited Partner” means any Person who becomes a Special Limited Partner as contemplated by Section 5.10.

“Subsection” means a subsection of this Agreement, unless the text indicates otherwise. “Subsidiary” means another Person in which the Partnership owns at least 90% of the common stock or similar type of residual equity.

“Transfer” means (a) any sale, transfer, encumbrance, gift, donation, assignment, pledge, hypothecation, a Change in Control, or other transfer of any Partnership Interest or any interest therein, whether voluntary or involuntary, and whether during the transferor’s lifetime or upon or after the transferor’s death, including, but not limited to, any transfer by operation of law, by court order, by judicial process, or by foreclosure, levy or attachment; or (b) the act of making any of the foregoing.

“Treasury Regulations” or “Regulations” means, at any time, the federal income tax regulations promulgated under the Code that are in effect at such time and that, by their terms, are applicable to the Partnership at such time. All references to sections of the Regulations include any corresponding provision or provisions of any such successor regulations.

“Unrealized Gain” means the excess, if any, of the fair market value of a Partnership asset (as determined by the General Partner using such reasonable methods as it shall adopt) as of the date of determination over the Carrying Value of such Partnership asset as of such date of determination.

“Unrealized Loss” means the excess, if any, of the Carrying Value of a Partnership asset as of the date of determination over the fair market value of such Partnership asset (as determined by the General Partner using such reasonable methods as it shall adopt) as of such date of determination.

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“Working Capital Reserve” has the meaning given to it in Section 4.4.

1.2 Other Definitions. Other terms defined herein have the meanings so given them.

ARTICLE 2. ORGANIZATIONAL MATTERS

2.1 Formation. RTFA and RTBD hereby form, effective with the first proper filing of the Certificate as described in Section 2.7, the Partnership pursuant to the Partnership Act.

2.2 Name. The name of the Partnership is “RTTA, LP.” The business of the Partnership shall at all times be conducted under such name unless, in order to comply with the laws of any jurisdiction outside the State of Texas in which the Partnership plans to conduct business, the Partnership is required to conduct business within such jurisdiction under a different name or unless the General Partner, with the consent of a Majority in Interest of the Limited Partners, selects, from time to time, another name or names in which the Partnership will conduct business. The General Partner shall promptly give each other Partner notice of any name other than RTTA, LP under which the Partnership does business and the jurisdictions in which such other name is used.

2.3 Name and Address of Initial Partners. The name and address of each initial Partner of the Partnership are set forth on Exhibit A. Each such Person is admitted to the Partnership as a general partner or limited partner, as the case may be, at the time the Partnership’s existence begins under Section 2.8.

2.4 Registered Office and Registered Agent. The address of the registered office of the Partnership in the State of Texas and the name of the registered agent of the Partnership at such address shall be as specified from time to time in the Certificate. With the consent of a Majority in Interest of the Limited Partners, the General Partner may at any time and from time to time designate a new or successor registered office or registered agent, or both, but the General Partner shall take all necessary action to ensure that the Partnership at all times complies with applicable provisions of the Partnership Act regarding the maintenance of a registered office and registered agent in the State of Texas.

2.5 Principal Office and Other Offices. The principal address and place of business of the Partnership and the place where the Partnership’s books and records will be kept as required by Section 1.07 of the Partnership Act shall be 150 West Church Avenue, Maryville, Tennessee 37801, or such other place that is consistent with the purpose of the Partnership as the General Partner may designate from time to time by notice to the other Partners. The Partnership may have such other office or offices as the General Partner may designate from time to time by notice to the other Partners but only if the General Partner complies with the requirements of Section 2.7 before the Partnership opens any such office in a jurisdiction other than Texas and only if having each such other office is consistent with the purpose of the Partnership.

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2.6 Purpose. The purpose of the Partnership is to, directly or through a Subsidiary, operate a restaurant business, including leasing of real estate, as applicable, and take all other actions ancillary or related to the foregoing. The Partnership is authorized to engage in all business permitted by the Partnership Act. If the Partnership qualifies to do business in a foreign jurisdiction, it may transact all business permitted in that jurisdiction. There is no jurisdictional restriction upon the Partnership’s property or activity.

2.7 Certificate; Foreign Qualification. The General Partner shall promptly file, on behalf of the Partnership, a certificate of limited partnership that meets the requirements of the Partnership Act with the Secretary of State of the State of Texas and shall cause such certificate of limited partnership to be amended from time to time as required by the Partnership Act. Prior to commencing any activities in any jurisdiction other than Texas, the General Partner shall, to the full extent required by or advisable under the laws of such jurisdiction, cause the Partnership to comply with all requirements for the qualification of the Partnership as a limited partnership, or a partnership in which each Partner other than the General Partner has similar limited liability, in such jurisdiction, including but not limited to appointing a registered agent and maintaining a registered office in such jurisdiction. Upon the reasonable request of the General Partner, each other Partner shall immediately execute all certificates and other documents consistent with the terms of this Agreement necessary for the General Partner to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements to form, operate, qualify, continue and terminate the Partnership as (a) a limited partnership under the Partnership Act and the laws of the State of Texas and (b) a limited partnership, or a partnership in which each Partner other than the General Partner has limited liability, in all other jurisdictions where the Partnership proposes to operate.

2.8 Term. The Partnership’s existence shall commence on the effective date of the initial filing of the Certificate with the Secretary of State of the State of Texas and shall continue until the Partnership terminates pursuant to Section l3.1 (d) following dissolution. The Partnership may not conduct business until the Certificate has been filed with the Secretary of State of the State of Texas.

2.9 Merger, Exchange or Conversion. The Partnership may effect or participate in a merger or exchange, as such terms are used in Section 2.11 of the Partnership Act, or in a conversion, as such term is used in Section 2.15 of the Partnership Act and Section 9.01 of the Texas Revised Partnership Act, or enter into an agreement to participate in a merger, exchange or conversion, with the consent of the General Partner and of a Majority in Interest of the Limited Partners.

ARTICLE 3. CAPITAL CONTRIBUTIONS AND LOANS

3.1 RTBD’s Contribution. Simultaneously with the execution of this Agreement, RTBD will contribute $10 in cash to the capital of the Partnership.

3.2 RTFA’s Contribution. Within ten days after the filing of the Certificate, RTFA will contribute $990 in cash to the capital of the Partnership.

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3.3 No Additional Contribution. No Partner shall be required to make any Capital Contributions to the Partnership beyond those described in this Agreement or otherwise agreed to in writing by the Partner from whom such additional Capital Contribution is sought.

3.4 Return of Contributions. A Partner is not entitled to the return of any part of its Capital Contributions or to be paid interest in respect of either its Capital Account or its Capital Contributions. Except as provided in Section 3.8, an unrepaid Capital Contribution is not a liability of the Partnership or of any Partner. Except as provided in Section 3.8, a Partner is not required to contribute or to lend any cash or property to the Partnership to enable the Partnership to return any Partner’s Capital Contributions.

3.5 Loans by Partners. Any Partner, with the General Partner’s consent, may loan funds to or on behalf of the Partnership. In addition, payment by a General Partner of a Partnership obligation is deemed to be a loan under this Section. Unless otherwise agreed by the Partnership and the lending Partner, a loan described in this Section is payable on demand, bears interest at the Base Rate from the date of the advance until the date of payment, and is not a Capital Contribution.

3.6 Capital Accounts

(a) Establishment. There shall be established for each Partner a capital account (“Capital Account”) on the books of the Partnership to be maintained and adjusted pursuant to this Agreement, which shall control the division of Partnership assets upon liquidation of the Partnership. Such Capital Account shall be increased by (i) the amount of all cash contributed and the Net Agreed Value of all Capital Contributions made by such Partner to the Partnership pursuant to this Agreement and (ii) all items of income or gain allocated to such Partner pursuant to Article 4 hereof, including any income or gain exempt from tax; and shall be decreased by (i) the amount of any cash and the Net Agreed Value of any property distributed to such Partner by the Partnership pursuant to this Agreement and (ii) all items of Partnership deduction and loss computed in accordance with Subsection (b) of this Section that is allocated to such Partner.

(b) Computation. For purposes of computing the amount of any item of income, gain, deduction or loss to be reflected in Capital Accounts, the determination, recognition, and classification of each such item shall be the same as its determination, recognition and classification for federal income tax purposes, provided that:

(i) Any deductions for depreciation, cost recovery or amortization or expense in lieu thereof, attributable to a Partnership asset shall be determined as if the adjusted basis of such property were equal to its Carrying Value;

(ii) Any income, gain or loss attributable to the taxable disposition of any Partnership asset shall be determined by the Partnership as if the adjusted basis of such Partnership asset as of such date of disposition were equal to the amount of the Carrying Value of such Partnership asset as of such date;

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(iii) Immediately prior to the distribution of any Partnership asset, the Capital Accounts of all Partners shall be adjusted (consistent with the provisions hereof and Section 704 of the Code) to reflect any Unrealized Gain or Unrealized Loss attributable to the Partnership asset being distributed as if it had been recognized upon an actual sale of such asset immediately prior to such distribution and had been -allocated among the Partners in accordance with Section 4.2;

(iv) The computation of all items of income, gain, loss and deduction shall be made by the Partnership and, as to those items described in Section 705(a)(1)(B) or Section 705(a)(2)(B) of the Code, without regard to the fact that such items are not includable in gross income or are neither currently deductible nor capitalizable for federal income tax purposes. For purposes of this Section 3.6, amounts paid or incurred to organize the Partnership (unless an election is made pursuant to Code Section 709(b)) or to promote the sale of interests in the Partnership and deductions for any losses incurred in connection with the sale or exchange of Partnership assets disallowed pursuant to Section 267(a)(1) or Section 707(b) of the Code shall be treated as expenditures described in Section 705(a)(2)(B) of the Code; and

(v) The amount of any adjustments to the adjusted bases (or Carrying Values) of any Partnership assets pursuant to Section 743 of the Code shall not be taken into account.

(c) Section 754 Election. Except as otherwise provided in Treasury Regulations Section 1.704-1 (b)(2)(iv)(m), in the event that the Partnership makes an election under Section 754 of the Code, the amounts of any adjustments to the bases (or Carrying Values) of Partnership assets shall not be reflected in Capital Accounts.

(d) Transferees. A transferee of a Partnership Interest will succeed to the Capital Account relating to the Partnership Interest.

(e) Other Accounts. The General Partner, in its sole discretion, may maintain such other accounts for the Partners as it deems necessary or appropriate for financial reporting purposes.

3.7 Other Provisions With Respect to Capital Contributions. Except as otherwise provided in this Agreement, no Partner shall be entitled to priority over any other Partner with respect to a return of its Capital Contributions. No payment of fees, salary or loans or of other amounts paid in connection with arm’s-length transactions with a Partner shall be considered a return of Capital Contributions.

3.8 No Duty to Restore Negative Capital Account. Except to the extent otherwise required herein or agreed to in writing by a Partner, such Partner is not required to contribute or lend any cash to the Partnership to enable the Partnership to return any other Partner’s Capital Contribution or to make any distribution to any Partner, even if such Partner has a deficit balance in its Capital Account. This provision does not negate any right of contribution a General Partner may have as against any other General Partner.

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ARTICLE 4. DISTRIBUTIONS AND ALLOCATIONS

4.1 Distributions Of Distributable Cash. The Distributable Cash of the Partnership (if any) shall be distributed to the Partners in accordance with their Sharing Ratios. Distributions of Distributable Cash with respect to a Fiscal Year shall be made at such times as the General Partner determines, but in no event shall such distributions be made later than the first business day following the lapse of 45 days after the end of the Fiscal Year to which it relates. No payment of fees, salary or loans or of other amounts paid in connection with arm’s-length transactions to a Partner shall be considered a distribution. Distributions of cash or property in respect of a Partnership Interest shall be made only to the Partner who, according to the books and records of the Partnership, is the holder of such Partnership Interest in respect of which such distribution is made on the date of such distribution. The date for any distribution of Distributable Cash shall be determined by the General Partner, in its sole discretion, but shall generally be the last day of a fiscal quarter.

4.2 General Allocations.

(a) Profits. Except as set forth in Section 4.3 and Section 13.1, Profits of the Partnership shall be allocated to the Partners in accordance with their relative Sharing Ratios.

(b) Losses. Except as set forth in Section 4.3 and Section 13.1, Losses shall be allocated to the Partners in accordance with their relative Loss Ratios, or as otherwise agreed to by the Partners.

4.3 Special Allocations. The following special allocations shall be made in the following order before allocations of Profits or Losses are made:

(a) Limitation on Allocation of Losses. Notwithstanding the provisions of Section 4.2(b) hereof, if the amount of Losses for any Fiscal Year that would otherwise be allocated to a Limited Partner under Section 4.2(b) would cause such Limited Partner to have a deficit in its Adjusted Capital Account as of the last day of such Fiscal Year, then such Loss shall be allocated to the General Partner. Notwithstanding Section 4.2(a) above, to the extent the General Partner has received a special allocation of Losses pursuant to the immediately preceding sentence, Profits shall be first allocated to the General Partner before making any allocations under Section 4.2(a) above.

(b) Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(f), notwithstanding any other provision of this Article 4, if there is a net decrease in Minimum Gain during any Partnership taxable period, each Partner shall be specially allocated items of Partnership income and gain for such taxable period (and, if necessary, subsequent taxable periods) in an amount equal to such Partner’s share of the net decrease in Minimum Gain, determined in accordance with Treasury Regulations Section 1.7042(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-20)(2). This Section 43(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

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(c) Chargeback of Minimum Gain Attributable to Partner Nonrecourse Debt. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)( 4), notwithstanding any other provision of this Article 4, if there is a net decrease in Minimum Gain Attributable to Partner Nonrecourse Debt during any Partnership taxable period, each Partner who has a share of the Minimum Gain Attributable to Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such taxable period (and, if necessary, subsequent taxable periods) in an amount equal to such Partner’s share of the net decrease in Minimum Gain Attributable to Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.7042(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-20)(2). This Section 43(c) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)( 4) and shall be interpreted consistently therewith.

(d) Qualified Income Offset. In the event any Limited Partner unexpectedly receives adjustments, allocations or distributions described in Treasury Regulations Sections 1.704-l(b)(2)(ii)(d)(4), 1.704-1 (b)(2)(ii)(d)(5) or 1.704(b)A(2)(ii)(d)(6), items of Partnership income and gain shall be specifically allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations promulgated under Section 704(b) of the Code, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible; provided that an allocation pursuant to this Section 43( d) shall be made if and only to the extent that such Limited Partner would have a deficit balance in its Adjusted Capital Account after all other allocations provided for in this Article 4 have been made as if this Section 43(d) were not in this Agreement.

(e) Gross Income Allocations. In the event any Limited Partner has a deficit balance in its Capital Account at the end of any Partnership taxable period that is in excess of the sum of (i) the amount such Partner is obligated to restore and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections and 1.704-2(g) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 4.3(e) shall be made only if and to the extent that such Partner would have a deficit balance in its Capital Account after all other allocations provided in this Article 4 have been tentatively made as if this Section 4.3(e) and Section 4.3(d) were not in this Agreement.

(f) Nonrecourse Deductions. Nonrecourse Deductions for any taxable period shall be allocated to the Partners in accordance with their respective Sharing Ratios. If the General Partner determines in its good faith discretion that the Partnership’s Nonrecourse Deductions must be allocated in a different ratio to satisfy the safe harbor requirements of the Treasury Regulations promulgated under Section 704(b) of the Code, the General Partner is authorized, upon notice to the Limited Partners, to revise the prescribed ratio to the numerically

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closest ratio that does satisfy such requirements. Notwithstanding anything to the contrary in this Agreement, any Partner Nonrecourse Deductions for any taxable period shall be allocated to the Partners who bear the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i)(1).

4.4 Other Allocation Rules.

(a) Allocations Upon Transfers of Partnership Interests. If any Partnership Interest is transferred during any Fiscal Year, the items of income and loss attributable to such Partnership Interest for such Fiscal Year shall be divided and allocated proportionately between the transferor and the transferee based upon the number of days during such Fiscal Year for which each party was the holder of the Partnership Interest transferred, determined in accordance with the provisions of Section 4.4(b) below.

(b) Date Transfer Deemed to Occur. Subject to applicable Treasury Regulations, the Partnership will treat Partners who are the holders of Partnership Interests as of the close of business on the first day of a calendar month as being the only holders with respect to such Partnership Interests during such month; provided, however, that gain or loss on a sale or other disposition of all or substantially all of the Partnership assets or on a sale or other disposition of a substantial capital asset of the Partnership not in the ordinary course of business, as determined by the General Partner, shall be allocated to the holder of a Partnership Interest on the date of such sale or other disposition, and any distribution of proceeds of any such sale or other disposition shall be made to the holder of such Partnership Interest on the date of such sale or other disposition.

(c) Tax Allocations. For federal income tax purposes, each item of income, gain, loss, deduction and credit of the Partnership shall be allocated among the Partners in the same manner as the Profits and Losses pursuant to Sections 4.2(a) and 4.2(b) or in the same manner as amounts are allocated pursuant to Section 4.3; provided, however, that if a Partnership asset has a Carrying Value other than its adjusted basis for federal income tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Partners so as to take account of the variation between the adjusted basis of the asset for tax purposes and its Carrying Value in accordance with Section 704(c) of the Code as set forth in Section 4.5 below.

4.5 Allocations Under Section 704(c) of the Code. In the event that the Carrying Values of any Partnership assets differ from their respective adjusted bases for federal income tax purposes, the Partnership shall maintain a separate Tax Capital Account for each Partner (a “Tax Capital Account”) computed in the manner described in Section 3.7 hereof but with the following modifications (a) the value of Capital Contributions or distributions of property shall be computed with reference to the property’s adjusted basis for federal income tax purposes rather than its fair market value and (b) any deductions for depreciation, cost recovery, amortization or other expense in lieu thereof attributable to such property and any income, gain or loss attributable to the taxable disposition of such property shall be computed by reference to such property’s adjusted basis for federal income tax purposes rather than its Carrying Value as

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required under Section 3.7. Amounts realized, income, gain, loss and deduction for federal income tax purposes (and accordingly computed without regarding to the adjustments contained in Section 3.7 hereof other than Section 3.7(b)(iv)) shall be allocated among the Partners in a manner designed to reduce the difference between each Person’s Capital Account and such Person’s Tax Capital Account (or, if such Capital Accounts are equal, to maintain such equality) to the maximum extent permitted by the Code.

4.6 Working Capital Reserve. From time to time, the General Partner, using reasonable business judgment, may establish and maintain a Working Capital Reserve (herein so called). If and to the extent the General Partner determines that funds in the Working Capital Reserve that have not been utilized by the Partnership are no longer required to be so maintained, such funds shall be released from the Working Capital Reserve and distributed in the manner in which they would have been distributed had they not been set aside to fund such Working Capital Reserve. The General Partner shall determine, in its reasonable discretion, the periods to which any funds released from the Working Capital Reserve are attributable.

4.7 Distribution in Kind. Unless authorized as contemplated by Section 5.2(d), no assets will be distributed in kind, regardless of any potential unrealized depreciation or appreciation in respect thereof. Any in-kind distributions will be made proportionately among the Partners in accordance with the percentage of the distributions the Partners are entitled to receive.

ARTICLE 5. MANAGEMENT; CERTAIN RIGHTS AND

DUTIES OF GENERAL PARTNER

5.1 Management of Partnership Affairs. The Partnership shall be managed by the General Partner who shall have, subject to any restrictions imposed by applicable law or expressly imposed by this Agreement, full, complete and exclusive authority to manage and control the business, affairs and properties of the Partnership, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incident to the management of the Partnership’s business. In addition to the powers now or hereafter granted the general partners of a limited partnership under applicable law or that are granted the General Partner under any provision of this Agreement, subject to the limitations described in Section 5.2 and elsewhere in this Agreement, the General Partner shall have the power, for and on behalf and in the name of the Partnership, to carry out and implement the purpose of the Partnership set forth in Section 2.6 and to do all things necessary or desirable or expedient in connection therewith or incidental thereto and to manage, conduct and supervise the day-to-day business affairs of the Partnership and, without limiting the generality of the foregoing, to cause the Partnership to do the following:

(a) to acquire, purchase, own, hold, maintain, develop, operate, sell, exchange, lease, sublet, assign, transfer or otherwise dispose of tangible and intangible properties of any kind and character;

(b) to enter into, become bound by and perform obligations under contracts and instruments and to make all decisions and waivers thereunder;

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(c) to open, maintain and close bank accounts, make withdrawals therefrom, and designate and change signatories on such accounts;

(d) to procure and maintain with responsible companies insurance, including general liability, bodily injury and property damage insurance, in amounts that are available and that are generally carried by similar entities;

(e) to incur all legal, accounting, investment banking, independent financial consulting, litigation, brokerage, registration and other fees and expenses as it may deem necessary or appropriate for carrying on and performing the powers and authorities herein conferred;

(f) to collect amounts due the Partnership, settle claims, prosecute and defend lawsuits and handle matters with governmental agencies;

(g) to exercise the voting rights of the Partnership on account of its ownership in any other Person; provided however, that if the action to be voted on is one that, if taken by the Partnership itself, would require the approval of other Partners, such approval shall be required before the General Partner exercises such voting rights to approve such action;

(h) to borrow funds or otherwise commit the credit of the Partnership; and

(i) to make, constitute and appoint, by written document duly executed and acknowledged, any Person who does not suffer any legal disability, contractual or otherwise, that would prohibit such Person from so acting, as the Partnership’s true and lawful attorney and agent for it and in its name, place and stead and for its use and benefit to perform any act or exercise any power or authority, all as specified in such document, that the General Partner might perform or exercise in accordance with this Agreement; provided, however, that no such appointment shall relieve the General Partner of the duties and obligations imposed on it under this Agreement or the Partnership Act.

5.2 Limitations on Powers and Authority of the General Partner. Notwithstanding the provisions of Section 5.1, the General Partner may not cause the Partnership to do any of the following without the consent of a Majority in Interest of the Limited Partners (or, in the case of subsection (a), such other consent as would be required to amend this Agreement to provide such act would not violate this Agreement):

(a) do any act in violation of this Agreement;

(b) do any act that would make it impossible to carry on the ordinary business of the Partnership (except in connection with the winding up of the Partnership’s business):

(c) admit a Person as a Partner except as otherwise expressly permitted by this Agreement;

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(d) sell, assign, exchange, transfer, conveyor otherwise dispose of, or consent to the sale, assignment, exchange, transfer, conveyance or other disposition of, all or substantially all the Partnership’s assets (other than (i) to a Subsidiary or (ii) in connection with the winding up of the Partnership’s business if the Liquidating Manager does not believe there is a reasonable alternative to pay, satisfy and discharge the debts, liabilities and obligations of the Partnership or if a Majority in Interest of the Limited Partners do not agree in writing, after being requested to do so, to the in-kind distribution of such assets);

(e) possess Partnership property or assign its rights in Partnership property, other than for a Partnership purpose;

(f) cause the Partnership to operate in such a manner as to be classified as an “investment company” for purposes of the Investment Company Act of 1940;

(g) cause the Partnership to effect or participate in any merger, exchange or conversion or enter into an agreement to do so; or

(h) permit any agent designated by the General Partner to do any of the foregoing.

5.3 No Other Authority. No Partner other than the General Partner has the right or authority to act for or on behalf of the Partnership, except to the extent otherwise expressly required by this Agreement or required by provisions of the Partnership Act or other applicable law that cannot be modified by this Agreement.

5.4 Reliance on Authority. In its dealings with the Partnership, a third party may rely on the authority of the General Partner to bind the Partnership without reviewing the provisions of this Agreement or confirming compliance with the provisions of this Agreement.

5.5 Reimbursement. The General Partner is entitled to be reimbursed for out-of-pocket costs and expenses reasonably incurred by it in performing its duties under this Agreement; provided, however, that the General Partner is not entitled to be reimbursed for any of its overhead costs and expenses.

5.6 Standards of Performance. Except as otherwise provided in this Agreement, the General Partner shall perform its duties with respect to the Partnership in good faith and in the best interests of the Partnership and shall devote such time and effort to the Partnership business and operations as is reasonably necessary to manage the affairs of the Partnership prudently. The General Partner is liable for acts, errors or omissions in performing its duties with respect to the Partnership ONLY if such performance is conducted in bad faith or with gross negligence, THE GENERAL PARTNER IS NOT LIABLE FOR ACTS, ERRORS OR OMISSIONS IN PERFORMING ITS DUTIES WITH RESPECT TO THE PARTNERSHIP FOR ANY OTHER REASON, INCLUDING THE GENERAL PARTNER’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE.

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5.7 Dealings with Partnership. The Partnership may enter into agreements and transact business with a Partner or any Affiliate of a Partner but the terms of such agreement or transaction must be no less favorable to the Partnership than those the Partnership could obtain from unrelated third parties or be approved by the General Partner and a Majority in Interest of the Limited Partners.

5.8 Removal

(a) Right to Remove. The General Partner may be removed from the Partnership by a Majority in Interest of the Limited Partners if (i) they, acting reasonably and in good faith, determine that (A) the General Partner or any of its officers, directors, agents or employees is guilty of fraud, dishonesty, unethical business conduct, moral turpitude or similar acts of misconduct that are likely to materially adversely affect the Partnership; (B) the General Partner has failed or refused to perform in all material respects the duties called for of it under this Agreement or otherwise to have breached any material agreement contained herein; or (C) any officer, director, agent or employee of the General Partner has become mentally or physically incapacitated to such extent that the General Partner is or shall be unable to perform fully its duties under this Agreement for a period of more than eight weeks; (ii) a Transfer of the General Partner’s Partnership Interest in violation of this Agreement is purported to be made; or (iii) the General Partner has Transferred all of its rights as a General Partner, all of its Partnership Interest as a General Partner or all of its Management Right as a General Partner.

(b) New General Partner. Any action for removal is conditioned on a new General Partner, selected by a Majority in Interest of the Limited Partners, being admitted to the Partnership immediately prior to the effective date of such removal. In connection with such admission, the new General Partner shall (i) make or agree to make such Capital Contribution as a Majority in Interest of the Limited Partners specify in exchange for a Partnership Interest entitling it to such allocations of Profits and Losses and distributions as a Majority in Interest of the Limited Partners specify and (ii) execute a written instrument pursuant to which it agrees to be bound by this Agreement, specifies its address for notices, and makes such representations, warranties and covenants as a Majority in Interest of the Limited Partners specify. The new General Partner so selected shall be admitted to the Partnership as a General Partner on such terms, and the removal of the old General Partner is effective only immediately subsequent to that admission.

(c) Restrictions. Notwithstanding the foregoing provisions of this Section, the General Partner may not be removed unless the Partnership receives an opinion from the Partnership’s legal counsel (or other counsel acceptable to the Limited Partners consenting to the removal) that the removal of the General Partner and the selection and admission of a new General Partner will not result in (i) the loss of limited liability of any Limited Partner or (ii) the Partnership being treated as an association taxable as a corporation for federal income tax purposes.

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5.9 Withdrawal.

(a) No Right. The General Partner does not have the right to withdraw from the Partnership as a general partner. The General Partner agrees that it will not voluntarily withdraw from the Partnership as a general partner within the meaning of Section 6.02(a) of the Partnership Act, and any such voluntary withdrawal shall be a violation of this Agreement. If a General Partner voluntarily withdraws from the Partnership in violation of this covenant, the withdrawal will not be effective until the 90th day following notice of the withdrawal to all other Partners or such later date as the notice may specify.

(b) Consequences of Wrongful Withdrawal. If a General Partner wrongfully withdraws from the Partnership, including but not limited to in violation of Section 5.9(a), the Partnership may (i) recover damages from the withdrawing General Partner, including, without limitation, the reasonable cost of obtaining replacement of the services that the General Partner is obligated to perform, (ii) pursue any other remedies available under applicable law, (iii) effect recovery of damages by offsetting those damages against the amount otherwise distributable to that General Partner, (iv) reduce the Special Limited Partner’s Partnership Interest into which that General Partner’s Partnership Interest may be converted pursuant to Section 5.10 or (v) take any combination of such actions as it deems appropriate.

5.10 Conversion of Interest; Right to Purchase. Simultaneously with an Event of Withdrawal with respect to the General Partner (whether under the immediately prior Section or otherwise), the former General Partner’s Partnership Interest as a General Partner shall be automatically converted into that of a Special Limited Partner having a right to receive distributions from the Partnership and an obligation to make Capital Contributions to the Partnership equal to the right and obligation of the former General Partner as a General Partner immediately prior to its ceasing to be a General Partner and the former General Partner shall be automatically admitted to the Partnership as a Special Limited Partner in respect of such Partnership Interest. Furthermore, any Person named as a new General Partner pursuant to Section 5.8 or 12.2 shall have, for a period of one year following such Event of Withdrawal, the right to purchase such Partnership Interest for its fair market value (as determined by the General Partner using such reasonable methods as it shall adopt) . If such Partnership Interest is so purchased, it shall be automatically converted into that of a General Partner having the right to receive distributions from the Partnership and an obligation to make Capital Contributions to the Partnership equal to the right and obligation of the former Special Limited Partner as a Special Limited Partner immediately prior to such purchase and the new General Partner shall automatically be substituted as a General Partner in respect of such Partnership Interest.

5.11 Indemnification of General Partner. To the fullest extent permitted by law, and subject to the procedures in Article 11 of the Partnership Act, on request by the Person indemnified, the Partnership shall indemnify each General Partner and its Affiliates and their respective officers, directors, partners, employees and agents and hold them harmless from and against all losses, costs, liabilities, damages and expenses (including, without limitation, fees and disbursements of counsel) any of them may incur as a General Partner in the Partnership or in performing the obligations of the General Partner with respect to the Partnership, SPECIFICALLY INCLUDING THE INDEMNIFIED PERSON’S SOLE, PARTIAL OR

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CONCURRENT NEGLIGENCE, but excluding any such items incurred as a result of something for which the General Partner is liable under Section 5.6, and on request by the Person indemnified the Partnership shall advance expenses associated with the defense of any related action.

5.12 Power of Attorney. Each Partner appoints the General Partner (and any Liquidating Manager or interim manager appointed pursuant to Section 13.1) as that Partner’s attorney-in-fact for the purpose of executing, swearing to, acknowledging and delivering all certificates, documents and other instruments as may be necessary, appropriate or advisable in the judgment of the General Partner (or Liquidating Manager or interim manager appointed pursuant to Section 13.1) in furtherance of the business of the Partnership or complying with applicable law, including, without limitation, filings of the type described in Section 2.7 and amendments to this Agreement to reflect any admission or withdrawal of a Partner in accordance with the provisions of this Agreement or any other matter approved in accordance with the provisions of this Agreement. This power of attorney is irrevocable and is coupled with an interest. On request by the General Partner (or Liquidating Manager or interim manager appointed pursuant to Section 13.1), a Partner shall confirm its grant of this power of attorney or any use of it by the General Partner (or Liquidating Manager or interim manager appointed pursuant to Section 13.1) and shall execute, swear to, acknowledge and deliver any such certificate, document or other instrument.

5.13 Representations and Covenants of the General Partner. RTBD represents and warrants to the Partnership and to each other Partner that:

(a) Due Organization, Good Standing and Corporate Power. RTBD is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. RTBD has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted.

(b) Authorization and Validity of Agreement. RTBD has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by RTBD, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by RTBD. This Agreement has been duly executed and delivered by RTBD and is a valid and binding obligation of RTBD, enforceable against RTBD in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of any agreement, instrument, order, regulation, judgment or decree to which RTBD is subject or by which it or any of its assets is bound. RTBD is under no legal disability, contractual or otherwise, that prohibits it from entering into this Agreement and performing the obligations of the General Partner hereunder. RTBD is the sole party in interest in its Partnership Interest under this Agreement and, as such, is vested with all legal and equitable rights in such Partnership Interest.

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ARTICLE 6. RIGHTS, OBLIGATIONS AND

REPRESENTATIONS OF LIMITED PARTNERS

6.1 Withdrawal. A Limited Partner does not have the right to withdraw from the Partnership as a limited partner.

6.2 Representations of Limited Partner. RTFA (a “Representing Partner”) hereby represents and warrants to, and agrees with, the Partnership and each other Partner as follows:

(a) Authorization and Validity of Agreement. Such Representing Partner has full power and authority to execute and deliver this Agreement, to perform the obligations of such Representing Partner hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by such Representing Partner, and the consummation by such Representing Partner of the transactions contemplated hereby, have been duly authorized and approved by such Representing Partner. This Agreement has been duly executed and delivered by such Representing Partner and is a valid and binding obligation of such Representing Partner, enforceable against such Representing Partner in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of any agreement, instrument, order, regulation, judgment or decree to which such Representing Partner is subject or by which such Representing Partner or any asset of such Representing Partner is bound. Such Representing Partner is under no legal disability, contractual or otherwise, that prohibits such Representing Partner from entering into this Agreement and performing the obligations of such Representing Partner hereunder. Such Representing Partner is the sole party in interest in the Partnership Interest of such Representing Partner under this Agreement and, as such, is vested with all legal and equitable rights in such Partnership Interest.

(b) Securities Act Investment. Such Representing Partner acknowledges and understands that the Partnership Interest has not been registered under the Securities Act of 1933, as amended (the “1933 Act”) or the securities laws of any state (“State Law”) and must be held indefinitely unless it is subsequently registered under the Act and/or applicable State Law, or exemptions from such registration are available. Such Representing Partner agrees that the Partnership Interest will not be sold without registration under applicable securities laws (including the Act and State Law) or exemptions therefrom. The Partnership is the only entity which may register its Partnership Interest under the Act and State Law and it currently is not contemplating registering any of its Partnership Interests. Furthermore, the Partnership has not made any representations, warranties or covenants regarding the registration of the Partnership Interest or compliance with Regulation D or another exemption under the Act or State Law.

(c) Accredited Investor Status. Such Representing Partner is an “accredited investor” as such term is defined in
Section 2(15) of the 1933 Act and Rule 501 of Regulation D thereof. Representing Partner agrees to furnish any additional information which the Partnership deems necessary in order to verify this representation.

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(d) Review of Partnership Information. Such Representing Partner has had an opportunity to ask questions of and receive answers from duly designated representatives of the Partnership concerning the terms and conditions of the offering and has been afforded an opportunity to examine such documents and other information which he or she has requested and for the purpose of answering any questions he or she may have concerning the business and affairs of the Partnership.

(e) No Advertisement. Such Representing Partner is not subscribing for the Partnership Interest as a result of, or subsequent to, an advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or meeting.

(f) Business Experience. Such Representing Partner acknowledges that he or she has such knowledge and experience in financial business matters that it is capable of evaluating the merits and risks of the prospective investment and to make an informed investment decision based upon the information stated herein and such additional information as he or she may have requested and received from the Partnership.

(g) Risk of Loss. Such Representing Partner further represents that he or she can bear the economic risk of loss of his or her entire investment; that the address set forth herein is his, her or its principal residence; that he or she intends to purchase the Partnership Interest for his or her own account and not, in whole or in part, for the account of any other person; that he or she is purchasing the Partnership Interest for investment and not with a view to public resale or distribution; and that he or she has not formed any entity for the purpose of purchasing the Partnership Interest.

(h) Reliance. Such Representing Partner understands that the Partnership and the General Partner are relying upon the foregoing representations and statements made by him or her. Without limiting the generality of the foregoing, the Representing Partner represents and warrants that his or her net worth is not less than ten times the amount invested in the Partnership.

(i) Restricted Stock Limitations. Such Representing Partner is aware that the Partnership Interest is and will be when issued “restricted securities” as that term is defined in Rule 144 of the General Rules and Regulations under the 1933 Act. Representing Partner is fully aware of the applicable limitations on the resale of the Partnership Interest as set forth herein and the 1933 Act, including all rules and regulations promulgated thereunder, and according to law.

ARTICLE 7. RIGHTS AND OBLIGATIONS OF SPECIAL LIMITED PARTNER

7.1 Withdrawal. A Special Limited Partner does not have the right to withdraw from the Partnership as a special limited partner.

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7.2 Limitation on Voting Rights. A Special Limited Partner does not have the right to vote on any matter except as expressly set forth in this Agreement or required by law. To the extent a Special Limited. Partner has any voting rights, the Special Limited Partner shall vote together with the Limited Partner and as if it were a Limited Partner.

ARTICLE 8. MEETINGS AND CONSENTS OF PARTNERS

8.1 Consents and Voting.

(a) Sole Discretion. A Limited Partner (including the General Partner with respect to any Partnership Interest it may have as a Limited Partner) or a Special Limited Partner may grant or withhold its consent or vote its interest in its sole discretion, without regard to the interests of the Partnership or any other Partner.

(b) Only Partners of Record to Vote. Only Partners of record, acting personally or through a Qualified Representative, are entitled to vote on matters submitted to a vote of Partners. A Partner is deemed present at a meeting only if present in person or through a Qualified Representative.

(c) No Proxies. Partners are not entitled to vote by proxy unless the proxy is exercised by a Qualified Representative.

8.2 Meetings. At any time, the General Partner or Limited Partners owning Partnership Interests entitling them to at least 10% of the Sharing Ratios of all Limited Partners (other than any Special Limited Partner) may call a meeting of the Partners to transact business that the Partners or any group of Partners may conduct as provided in this Agreement. A meeting may be called by notice to all Partners entitled to vote thereat on or before the tenth day prior to the date of the meeting specifying the location and the time and stating the business to be transacted at the meeting. The chairperson of the meeting shall be an individual the Person(s) sending the notice of the meeting specifies. At the meeting, the Partners may take any action included in the notice of the meeting by vote of Partners present, in person or through a Qualified Representative, constituting Partners whose consent is required for that action pursuant to the other provisions of this Agreement. With respect to other matters, the meeting must be conducted in accordance with rules that the General Partner and a Majority in Interest of the Limited Partners establish or, failing agreement on rules, in accordance with Robert’s Rules of Order.

8.3 Action Without Meeting. Any action that may be taken, or that is required by law or this Agreement to be taken, by the Partners or any group thereof may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall have been signed by the Partners whose consent is necessary to take the action. The consent may be in one or more counterparts. For purposes of this Section, a telegram, telex, cablegram or similar transmission by a Person or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a Person shall be regarded as signed by that Person. In any request for consent or approval from another Partner, the requesting Partner(s) may specify a response period, ending no earlier than the fifth day following the date on which the Partner whose consent or approval is sought receives the request as described in Section 14.2. If

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the receiving Partner does not respond by the end of this period, it shall be deemed to have not consented to or approved the action set forth in the request. Prompt notice of such action shall be given to each Partner who did not consent to such action in writing, but failure to give such notice shall not affect the validity of such action.

8.4 Action by Telephone Conference. Partners may participate in and hold a meeting by means of a conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a Person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE 9. BANK ACCOUNTS, INVESTMENTS, GENERAL

ACCOUNTING PROVISIONS AND REPORTS

9.1 Books of Account; Access. Appropriate books of account shall be kept at the principal office of the Partnership, and each Partner and its representatives shall have reasonable access to all books, records and accounts of the Partnership during regular business hours and shall be entitled to be furnished with such other information concerning the operations and investments of the Partnership as it may reasonably request. The books of account for the Partnership shall be maintained on a cash basis in accordance with generally accepted cash basis accounting principles, consistently applied, except that the Capital Accounts of the Partners shall be maintained in accordance with Section 3.7. The calendar year shall be the accounting year of the Partnership.

9.2 Annual Reports. On or before the 120th day following the end of each Fiscal Year during the term of the Partnership, the General Partner shall cause each other Partner to be furnished with a balance sheet, an income statement and a statement of changes in Partners’ capital of the Partnership for, and as of the end of, that year. These financial statements must be prepared in accordance with the accounting principles required by Section 9.1 and may be, if requested by a Majority in Interest of the Limited Partners, certified by a recognized finn of certified public accountants chosen by such Limited Partners. If they are so certified, the financial statements shall be accompanied by a report of the certified public accountants certifying the statements and stating that (a) their examination was made in accordance with generally accepted auditing standards and, in their opinion, the financial statements fairly present the financial position, financial results of operations and changes in Partners’ capital in accordance with accounting principles generally employed for records kept in accordance with Section 9.1 (except as therein noted) and (b) in making the examination and reporting on the financial statements described above, nothing came to their attention that caused them to believe that (i) the income and revenues were not paid or credited in accordance with the financial and accounting provisions of this Agreement, (ii) the costs and expenses were not charged in accordance with the financial and accounting provisions of this Agreement or (iii) the General Partner or any other Partner failed to comply in any material respect with the financial and accounting provisions of this Agreement, or if they do conclude that the General Partner or another Partner so failed, specifying the nature and period of existence of the failure. The

General Partner also may cause to be prepared or delivered such other reports as it may deem appropriate. The Partnership shall bear the costs of all these reports.

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9.3 Bank Accounts. The General Partner shall establish and maintain in the name of the Partnership one or more accounts at one or more banks that are members of the Federal Deposit Insurance Corporation. All Partnership funds shall be deposited into such account(s). No other funds shall be deposited into any such account. Funds deposited in any such account may be withdrawn only to pay Partnership debts or obligations, to make distributions to the Partners pursuant to this Agreement or to make Permitted Investments.

9.4 Investments. Partnership funds may be invested in cash in interest bearing accounts that are fully insured by the United States government (“Permitted Investments”).

ARTICLE 10. TAXES

10.1 Tax Returns. The General Partner shall cause to be prepared and filed all necessary federal and state income tax returns for the Partnership, including making the elections described in Section 10.2. Each Partner shall furnish to the General Partner all pertinent information in its possession relating to Partnership operations that is necessary to enable the Partnership’s income tax returns to be prepared and filed.

10.2 Tax Elections. The Partnership shall make the following elections on the appropriate tax returns:

(a) to adopt the calendar year as the Partnership’s fiscal year;

(b) to adopt the cash method of accounting and to keep the Partnership’s books and records on the income-tax method;

(c) if a distribution of Partnership property as described in section 734 of the Code occurs or if a transfer of a Partnership Interest as described in section 743 of the Code occurs, on request by notice from any Partner, to elect, pursuant to section 754 of the Code, to adjust the basis of Partnership properties;

(d) to elect to amortize the organizational expenses of the Partnership ratably over a period of 60 months as permitted by section 709(b) of the Code; and

(e) any other election the General Partner may deem appropriate and in the best interests of the Partners.

Neither the Partnership nor any Partner may make an election for the Partnership to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable state law.

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10.3 Tax Matters Partner. The General Partner shall be the “tax matters partner” of the Partnership pursuant to section 6231(a)(7) of the Code. The General Partner shall take such action as may be necessary to cause each other Partner to become a “notice partner” within the meaning of section 6223 of the Code. The General Partner shall inform each other Partner of all significant matters that may come to its attention in its capacity as tax matters partner by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Partner copies of all significant written communications it may receive in that capacity. The General Partner may take any action contemplated by sections 6222 through 6232 of the Code only with the consent of a Majority in Interest of the Limited Partners and then only if such action is not one left to the determination of an individual Partner under sections 6222 through 6232 of the Code.

ARTICLE 11. RESTRICTIONS ON CERTAIN TRANSFERS

AND COMPETITIVE ACTIVITIES

11.1 General Prohibition. Neither a Partner nor any assignee of a Partner shall make or suffer any Transfer of all or any part of its Partnership Interest, whether now owned or hereafter acquired, except in accordance with the terms of this Agreement and any purported Transfer not made in compliance with this Agreement shall be void and of no force and effect.

11.2 Transfer by General Partner. Each Limited Partner has entered into this Agreement, in part, based upon the identity of the General Partner. The General Partner shall not make or suffer any Transfer of all or any part of its Partnership Interest, whether now owned or hereafter acquired, except with the prior written consent of a Majority in Interest of the Limited Partners. The Limited Partners will be excused from accepting the performance of and rendering performance to any other Person as a general partner hereunder (including any trustee or assignee of the General Partner) as to whom such prior written consent has not been rendered.

11.3 Transfer by Limited Partner. No Limited Partner shall make or suffer any Transfer of all or any part of its Partnership Interest, whether now owned or hereafter acquired, except with the prior written consent of the General Partner.

11.4 Securities Laws Compliance. The Partnership Interests have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or the state securities laws of Texas or any other state. Without such registration, no Limited Partner or Special Limited Partner may effect or suffer a Transfer without delivery to the General Partner of an opinion of counsel satisfactory to the General Partner that such registration is not required for such transfer and/or the submission to the General Partner of such other evidence as may be reasonably satisfactory to the General Partner to the effect that any such transfer will not be in violation of the Securities Act of 1933, as amended, applicable state securities laws or any rule or regulation promulgated thereunder.

11.5 Substituted Partners. Unless otherwise provided in this Agreement, an assignee of a Partner may become a substituted partner only with the consent of the General Partner and a Majority in Interest of the Limited Partners and compliance with any other requirements of the Partnership Act (other than any that require a different consent of Partners).

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11.6 Amendment of Certificate of Limited Partnership. If required by the Partnership Act, the Partners shall cause the Certificate to be amended, if and when appropriate, to reflect the substitution or addition of Partners in accordance with this Agreement.

11.7 Competition. Neither this Agreement nor the relationship created hereby shall preclude or limit, in any respect, the right of a Partner or any Affiliate of a Partner to engage, directly or indirectly, through participation, investment or otherwise, in any opportunity or business of any type, including those that may be the same as or similar to the Partnership or its business, those that compete with the Partnership and those in which the Partnership has invested. Neither a Partner nor any Affiliate of a Partner shall have any obligation to offer to the Partnership or any other Partner the right to participate in any such activity. Neither the Partnership nor any Partner shall have any right, by virtue of this Agreement or the relationship created by this Agreement, with respect to any such activity.

ARTICLE 12. DISSOLUTION

12.1 Dissolution. Subject to Section 14.15, upon the happening of the first to occur of the following events, the Partnership shall be dissolved unless the business of the Partnership is continued under Section 12.2:

(a) the execution by all Partners (other than any Special Limited Partner) of an instrument dissolving the Partnership;

(b) the occurrence of an Event of Withdrawal with respect to a General Partner; or

(c) the entry of a decree of judicial dissolution under Section 8.02 of the Partnership Act.

The death, insanity, disability, bankruptcy, dissolution or other event occurring with respect to any Limited Partner or any Special Limited Partner shall not dissolve the Partnership.

12.2 Continuation. If an event described in clause (b) of Section 12.1 occurs, the Partnership will not be dissolved and the business of the Partnership may be continued and no winding up shall be required if (a) there remains at least one General Partner and the remaining General Partner or Partners continue to carry on the business of the Partnership, which such General Partner(s) are expressly permitted to do or (b) within 90 days after the occurrence, a Majority in Interest of the Limited Partners agree in writing to continue the business of the Partnership and, to the extent that they desire or if there are no remaining General Partners agree to the appointment, effective as of the date of an Event of Withdrawal, of one or more new General Partners.

12.3 Interim Manager. If the Partnership is dissolved, a Majority in Interest of the Limited Partners may appoint an interim manager of the Partnership, who shall have and may exercise only the rights, powers and duties of a general partner necessary to preserve the Partnership assets, until (a) a new general partner, if any, is elected, if the Partnership is reconstituted or (b) the Liquidating Manager is appointed, if the Partnership is not reconstituted. The interim manager shall not be liable as a general partner to the Partners.

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12.4 Effect of Dissolution. The dissolution shall be effective on the day on which the event giving rise to the dissolution occurs, but the Partnership shall not terminate until the assets have been distributed in accordance with Article 13.

ARTICLE 13. WINDING UP AND TERMINATION

13.1 Winding Up and Termination.

(a) General. As expeditiously as possible following a dissolution, the Liquidating Manager shall proceed to wind up the affairs of the Partnership, liquidate the assets, pay the liabilities and make liquidating distributions to the Partners, in the following order of priority:

(i) subject to Section 5.2(d), the Liquidating Manager shall sell Partnership assets (which sale may be made to Partners and their Affiliates) only to the extent necessary to pay all of the debts and liabilities of the Partnership (including, without limitation, all expenses incurred in liquidation and debts and liabilities owed to Partners other than in their capacity as partners) or otherwise make adequate provision therefor (including, without limitation, the establishment of a Liquidation Escrow to pay for contingent liabilities in such amount and for such term as the Liquidating Manager may reasonably determine), and any resulting Profit or Loss from each sale shall be computed and allocated to the Capital Accounts of the Partners in the manner described in Article 4;

(ii) subject to Section S.2(d), the Liquidating Manager shall sell all remaining Partnership property (other than the Liquidation Escrow) (which sale may be made to Partners and their Affiliates), and any resulting Profit or Loss from each sale shall be computed and allocated to the Capital Accounts of the Partners in the manner described in Article 4;

(iii) the fair market value of any Partnership property that is to be distributed in kind shall be determined by the Liquidating Manager using such reasonable methods as it shall adopt and the Capital Accounts of the Partners shall be adjusted to reflect the manner in which the Unrealized Gain or Loss inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Partners if there were a taxable disposition of that property for the fair market value of that property on the date of distribution;

(iv) all remaining cash and other Partnership property (other than the Liquidation Escrow) shall be distributed among the Partners in accordance with the positive Capital Account balances of the Partners.

(b) Powers. Until final distribution, the Liquidating Manager shall continue to operate the Partnership properties with all of the power and authority of the General Partner.

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(c) Cost of Liquidation. The costs of liquidation shall be borne as a Partnership expense.

(d) Termination; Release of Liquidation Escrow. At the time such distributions are made in accordance with subsection (a), the Partnership shall terminate, but if at any time thereafter any of the funds in the Liquidation Escrow are released because, in the opinion of the Liquidating Manager, the need for such escrow has ended, such funds shall be distributed in accordance with subsection (a).

(e) No Recourse. No Partner shall have any recourse against the Partnership or any other Partner for the return of its Capital Contributions or any distributions not required by this Agreement except as contemplated by Section 3.7.

13.2 Cancellation of Certificate. On completion of the distribution of Partnership assets as provided herein, the Partnership is terminated, and the General Partner (or such other Person or Persons as the Partnership Act may require or permit) shall cause the cancellation of the Certificate and any other filings made as provided in Section 2.9 and shall take such other actions as may be necessary to terminate or reflect the termination of the Partnership.

ARTICLE 14. MISCELLANEOUS

14.1 Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument executed by the General Partner and a Majority in Interest of the Limited Partners; provided, however, that (a) an amendment or modification reducing a Partner’s share of distributions or increasing its obligation to make Capital Contributions (other than to reflect changes otherwise provided by or contemplated in this Agreement) is effective only with that Partner’s consent, (b) an amendment or modification reducing the required measure for any consent or vote in this Agreement is effective only with the consent or vote of Partners having the measure theretofore required, (c) an amendment or modification that reflects the admission or withdrawal of a Partner need not be approved by any Partner if the requirements set forth in this Agreement with respect to such admission or withdrawal are otherwise satisfied, (d) an amendment or modification that affects only one group of Partners is effective only with the consent or vote of a Majority in Interest of such Partners and (e) an amendment or modification that affects only one Partner or affects any Partner disproportionately is effective only with the consent or vote of such Partner.

14.2 Notices. All notices required or permitted to be given pursuant to this Agreement shall be in writing and shall be personally delivered or mailed, first class postage prepaid or delivered by a nationally recognized express courier service, charges prepaid, if to the Partnership to the address of the Partnership’s registered office (as reflected on the records of the Secretary of State of the State of Texas) and if to a Partner, to the appropriate address set forth on Exhibit A to this Agreement. Any such notice, when sent in accordance with the provisions of the preceding sentence, shall be deemed to have been given and received (a) on the day personally delivered, (b) on the third day following the date mailed or (c) twenty-four hours after shipment by such courier service. A Partner may change its address by giving notice in writing to all other Partners in the manner set forth in this Section, stating the new address.

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14.3 Failure to Pursue Remedies. The failure of any party to seek redress for violation, or to insist upon the strict performance, of any provision of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.

14.4 Section Headings. The headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

14.5 Severability of Provisions. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement and the illegal or invalid provision shall be enforced to the maximum extent possible to still be legal and valid.

14.6 Governing Law; Venue. This Agreement, and the application or interpretation thereof, shall be governed exclusively by its terms and by the laws of the State of Texas. Except for those actions, proceedings or claims which this Agreement provides will be settled by arbitration, any action, proceeding or claim arising out of or relating to this Agreement commenced by any Partner in its individual capacity must be prosecuted in Travis County, Texas. Each Partner waives any plea of privilege that might exist in the absence of such Partner’s agreement to prosecute such claim in Travis County, Texas, and each Partner irrevocably submits to the non-exclusive jurisdiction of the state and federal courts of the State of Texas and consents to service of process upon such Partner in any legal proceeding arising out of or in connection with this Agreement.

14.7 Cumulative Remedies. The rights and remedies provided by this Agreement are cumulative and the use of anyone right or remedy by any party shall not preclude or constitute a waiver of its right to use any or all other remedies. Such rights and remedies are given in addition to any other rights the Partners may have by law, statute, ordinance or otherwise.

14.8 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if the Partners had all signed the same document. All counterparts shall be construed together and shall constitute one instrument. In making proof of this Agreement, it shall not be necessary to account for more than one counterpart executed by the Person against whom enforcement is sought.

14.9 Successors and Assigns. Each and every covenant, term, provision and agreement herein contained shall be binding upon each of the Partners and their respective heirs, legal representatives, successors and assigns and shall inure to the benefit of each of the Partners. Unless and until properly admitted as a Partner, no assignee shall have any rights of a Partner beyond those provided by the Partnership Act to assignees or otherwise expressly provided herein to assignees.

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14.10 Construction, Sections, Exhibits, Etc. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter. Each reference to a “Section” or “Subsection” herein is, unless specifically indicated otherwise, a reference to a section or subsection of this Agreement. Each reference to an “Exhibit” herein is, unless specifically indicated otherwise, a reference to an exhibit attached hereto, all of which are made a part hereof for all purposes, it being understood that if any Exhibit that is to be executed and delivered pursuant to the terms hereof contains blanks, it shall be completed correctly and completely in accordance with the terms and provisions hereof and as contemplated herein prior to or at the time of its execution and delivery.

14.11 Further Assurances. In connection with this Agreement and the transactions contemplated by it, each Partner shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and those transactions.

14.12 Waiver of Certain Rights. Each Partner irrevocably waives any right it may have to maintain any action for dissolution of the Partnership (other than pursuant to Article 12) or for partition of the property of the Partnership.

14.13 Attorneys’ Fees. If the Partnership or any Partner brings any legal action to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and expenses, in addition to any other relief to which such party may be entitled.

14.14 Arbitration. Any controversy or claim arising out of this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitration may be entered in any court having jurisdiction thereof. The arbitration agreement set forth herein shall not limit a court from granting a temporary restraining order or preliminary injunction in order to preserve the status quo of the parties pending arbitration. Further, the arbitrator(s) shall have power to enter such orders by way of interim award, and they shall be enforceable in court. The place of such arbitration shall be in Dallas County, Texas.

14.15 Entire Agreement. This Agreement sets forth the entire Agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, if any, related thereto.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the Partners have executed this Agreement to be effective as of the date first set forth above.

GENERAL PARTNER: RTBD, INC., a Delaware corporation
By:	/s/ Scarlett May
Name: Scarlett May
Title: Vice President

LIMITED PARTNER:
RT FRANCHISE ACQUISITION, LLC, a Delaware limited liability company
By:	/s/ Scarlett May
Name: Scarlett May
Title: Vice President

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EX-3.84

Exhibit 3.84

CERTIFICATE OF FORMATION

OF

RT RESTAURANT SERVICES, LLC

The undersigned, an authorized natural person. for the purpose of forming a limited liability company. under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6, Section 18-201 of the Delaware Limited Liability Company Act. ·and the acts amendatory thereof and supplemental thereto) hereby certifies that:

1. The name of the limited liability company is RT Restaurant Services, LLC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street. in the City of Wilmington, County of New Castle. The name of its registered agent at such address Is The Corporation Trust Company.

IN W1TNESS WHEREOF. the undersigned has executed this Certificate of Formation this 4^th day of May, 2004.

/s/ Daniel T. Cronk

Daniel T. Cronk, Authorized Person

EX-3.85

Exhibit 3.85

LIMITED LIABILITY OPERATING AGREEMENT OF

RT RESTAURANT SERVICES, LLC

THIS LIMITED LIABILITY OPERATING AGREEMENT (this “Agreement”), dated as of January 24, 2013 by RUBY TUESDAY, INC., the undersigned sole member (the “Member”) of RT RESTAURANT SERVICES, LLC, a Delaware limited liability company (the “LLC”).

NOW, THEREFORE, the Member, intending to be legally bound, agrees as follows:

Section 1.1. Definitions. For the purposes of this Agreement, the following capitalized words and terms shall have the meanings ascribed to them below:

“Affiliate” means, with respect to a Person, any Person, directly or indirectly Controlling, Controlled by or under common Control with such Person.

“Control” means the ability, whether by the direct or indirect ownership of shares or other equity interests, by contract or otherwise, to elect a majority of the directors of a corporation, to select the managing partner of a partnership, or otherwise to select, or have the power to remove and then select, a majority of those Persons exercising governing authority over an Entity. In the case of a limited partnership, the sole general partner, all of the general partners to the extent each has equal management control and authority, or the managing general partner or managing general partners thereof shall be deemed to have control of such partnership and, in the case of a trust, any trustee thereof or any Person having the right to select any such trustee shall be deemed to have control of such trust. The terms “Controlling” and “Controlled” shall have correlative meanings.

“Entity” means any general partnership, limited partnership, firm corporation, limited liability company, unlimited liability company, association, joint venture, venture capital fund, trust, business trust, trustee, heir, executor, administrator, legal personal representative, estate, group, body corporate, unincorporated association or organization, governmental entity, cooperative, syndicate or other entity, whether or not having legal status.

“Person” means any individual or Entity.

Section 1.2. Formation, Duration. The term of the LLC commenced on July 19, 2006, with the filing of a Certificate of Formation with the Secretary of State of the State of Delaware. The Company shall continue in existence perpetually unless the Company is dissolved and its affairs wound up in accordance with the Act or this Agreement. The Member may terminate this Agreement and dissolve the Company at any time.

Section 1.3. Name. The name of the LLC shall be Wok Hay 2 LLC, or such other name or names as the Member may from time to time designate; provided that the name shall always contain the words “Limited Liability Company,” “L.L.C.” or “LLC.”

Section 1.4. Purpose. The LLC is organized for any lawful business purpose or activity which may be conducted by a limited liability company under the Delaware Limited Liability Company Act, Delaware Code, Title 6, Sections 18-101, et seq, as in effect from time to time (the “Act”).

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Section 1.5. Authorized Person. Scarlett May was designated as an authorized person on behalf of the LLC, within the meaning of the Act, to execute, deliver and file the Certificate of Formation required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, her powers as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act.

Section 1.6. Membership Interests. The LLC shall have one class of Membership Interests (the “Membership Interests”). Membership Interests shall not be evidenced by a Certificate of Membership Interest.

Section 1.7. Registered Agent. The registered agent and the registered office of the LLC in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle.

Section 1.8. Management. The LLC shall be managed and the conduct of its business will be controlled by the Member. The LLC shall have such officers as the Member shall determine from time to time. The present officers are, and are hereby re-elected, as follows:

James J. Buettgen – President

Michael O. Moore – Vice President

Scarlett May – Vice President and Secretary

Section 1.9. Indemnification. To the fullest extent permitted by law, the LLC shall indemnify and hold harmless, and may advance expenses to, the Member, its Affiliates and any of their respective officers, directors, employees, stockholders, partners (limited and/or general), managers, members, consultants or agents and each person acting in any such capacity for the LLC (each an “Indemnitee” and collectively, the “Indemnitees”), from and against any and all claims and demands whatsoever arising, liabilities, damages, losses, costs and expenses (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim and any tax imposed on an Indemnitee in respect of amounts of indemnification received hereunder) of any nature whatsoever, liquidated or unliquidated, that are incurred by any Indemnitee and arise out of or in connection with the affairs of the LLC. In furtherance of the foregoing, an Indemnitee shall be entitled to indemnification hereunder unless there has been a final, non-appealable determination by a court of competent jurisdiction that the claim giving rise to such indemnification was caused solely by Indemnitee’s conduct and such conduct constituted fraud, bad faith, willful misconduct or gross negligence. The provisions of this section shall continue to afford protection to each Indemnitee regardless of whether such Indemnitee remains the Member or any Affiliate of the Member, or an officer, director, employee, stockholder, partner (limited and/or general), manager, consultant or agent of any such member or Affiliate. The satisfaction of any indemnification and any holding harmless pursuant to this Section 1.9 shall be from and limited to LLC assets (including insurance and any agreements pursuant to which the LLC, its officers or employees are entitled to indemnification), and the Member shall not have any personal liability on account thereof.

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Section 1.10. Insurance. The LLC may purchase and maintain insurance, on behalf of the Indemnitees and such other persons as the Member shall determine, against any liability that may be asserted against or expenses that may be incurred by such person in connection with the LLC’s activities, regardless of whether the LLC would have the obligation to indemnify such person against such liability under the provisions of this Agreement. The LLC shall purchase such insurance if it is available on terms the Member concludes are reasonable.

Section 1.11. No Rights of Recovery. The LLC acknowledges and agrees that it has no right of recovery against, and no personal liability shall attach to, the Member or any of its Affiliates, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the LLC, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, or otherwise.

Section 1.12. Covenant Not to Sue. The LLC hereby covenants and agrees, to the fullest extent permitted by law, that it shall not institute, directly or indirectly, and shall cause its Affiliates not to institute, in the name of or on behalf of any of the LLC or any other person, any proceeding or bring any other claim arising under, or in connection with, this Agreement or otherwise relating hereto, against the Indemnitees.

Section 1.13. Suits and Judgments. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or a plea of nolo contendere or its equivalent shall not, by itself, create a presumption that an Indemnitee is not entitled to indemnification under this Agreement.

Section 1.14. Rights. The right of any Indemnitee to the indemnification expressly provided herein shall be cumulative of, and in addition to, any and all rights to which such Indemnitee may otherwise be entitled to by contract or as a matter of law or equity and shall extend to such Indemnitee’s successors, assigns and legal representatives.

Section 1.15. Expenses. Expenses reasonably incurred by an Indemnitee in defense or settlement of any claim that may be subject to a right of indemnification hereunder shall be advanced by the LLC prior to the final disposition thereof after receipt of an undertaking by or on behalf of the Indemnitee to repay such amount if there is a final adjudication, after all possible appeals have been exhausted, by a court of competent jurisdiction that such Indemnitee is not entitled to be indemnified hereunder.

Section 1.16. Exculpation. Except as otherwise required by law or as expressly set forth in this Agreement, the Member shall not be liable, in damages or otherwise, to the LLC or any Affiliate of the LLC for any act or omission performed or omitted by any of them, except for any act or omission with respect to which a court of competent jurisdiction has issued a final, nonappealable judgment that the Member was grossly negligent or engaged in willful misconduct.

Section 1.17. Liability of Member. Except as otherwise required by law or as expressly set forth in this Agreement, the debts, obligations and liabilities of the LLC, whether arising in

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contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the LLC, and the Member shall not be obligated personally for any such debt, obligation or liability of the LLC solely by reason of being the Member, whether to the LLC, to the creditors of the LLC or to any other third person.

Section 1.18. Governing Law; Severability. This Agreement shall be construed in accordance with the laws of the State of Delaware. If it is determined by a court of competent jurisdiction that any provision of this Agreement is invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

Section 1.19. Amendments. The Member may amend this Agreement at any time by written instrument signed by it and filed with the records of the Company. Pending any replacement or amendment of this Agreement, it is intended that the provisions of the Act be controlling as to any matters not set forth in this Agreement.

Section 1.20. Counterparts. This Agreement may be executed in original, facsimile or electronic mail PDF counterparts, each of which shall be deemed an original, and all of which together shall constitute a single agreement.

IN WITNESS WHEREOF, the undersigned Sole Member has caused this Agreement to be signed as of the date first above written.

SOLE MEMBER:
RUBY TUESDAY, INC.
By:	s/ Scarlett May
Name:	Scarlett May
Title:	Senior Vice President – Chief Legal Officer and Secretary; Authorized Person

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EX-3.86

Exhibit 3.86

CERTIFICATE OF FORMATION

OF

RT NEW HAMPSHIRE RESTAURANT HOLDINGS, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6, Section 18-201 of the Delaware Limited Liability Company Act and the acts amendatory thereof and supplemental thereto) hereby certifies that:

1. The name of the limited liability company is RT New Hampshire Restaurant Holdings, LLC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 16 day of May, 2002.

/s/ Daniel T. Cronk

Daniel T. Cronk, Authorized Person

EX-3.87

Exhibit 3.87

RT NEW HAMPSHIRE RESTAURANT HOLDINGS, LLC

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Agreement”) is entered into this the 17 day of May, 2002, by RUBY TUESDAY, INC., a Georgia corporation, (the “Member”) as the initial Member of RT NEW HAMPSHIRE RESTAURANT HOLDINGS, LLC, a Delaware limited liability company (the “Company”) organized pursuant to the Delaware Limited Liability Company Act (the “Act”).

FACTS:

1. The Member has formed a limited liability company under the provisions of the Act by causing a Certificate of Formation to be filed with the Delaware Secretary of State. The Company’s Managers (as defined herein) may, from time to time, pursuant to the relevant provisions of the Act, change the registered agent or office;

2. The Member desires to operate the Company in accordance with the terms and subject to the conditions set forth in this Agreement.

OPERATING AGREEMENT:

ARTICLE 1

FORMATION

Section 1.1 Registered Agent and Office.

The Company’s registered agent for service of process and registered office shall be The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The Company’s Managers (as defined herein) may, from time to time, pursuant to the relevant provisions of the Act, change the registered agent or office.

Section 1.2 Business Purpose.

The business and purposes of the Company shall be to engage in any lawful business permitted by the Act. Subject to the terms of this Agreement, the Company shall have all powers of a limited liability company under the Act.

ARTICLE 2

BOARD OF MANAGERS

Section 2.1 Board of Managers.

The management of the Company shall be vested in a Board of Managers (the “Board”), subject to the Managers’ authority to delegate powers and duties to Officers of the Company; provided that no Manager, acting solely in his or her capacity as a Manager, shall have the authority to act on behalf of or bind the Company, unless expressly authorized to do so by the Board.

Section 2.2 Number and Tenure of Managers.

The number of Managers shall be fixed by the Members. Each Manager shall hold office until such Manager’s successor is appointed by the Member, or until such Manager’s earlier resignation or removal by the Member.

Section 2.3 Regular Meetings of the Board.

Regular meetings of the Board may be held without notice at such time and in such place, either within or without the State of Delaware, as shall from time to time be determined by the Board.

Section 2.4 Special Meetings.

(a) Special meetings of the Board may be called by or at the request of the Member, the President or at least one-third of the number of Managers constituting the whole board. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Delaware, as the place for holding any special meeting of the Board called by them.

(b) Unless waived as provided herein, notice of any special meeting of the Board shall be given at least two (2) days previous thereto by written notice to each Manager at his or her address. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail so addressed, with first class postage thereon prepaid. If sent by any other means (including facsimile, courier, or express mail, etc.), such notice shall be deemed to be delivered when actually delivered to the home or business address of the Manager.

Section 2.5 Quorum of Managers.

A majority of the total number of Managers fixed pursuant to this Agreement shall constitute a quorum for the transaction of business. If less than a majority of the Managers are present at a meeting of the Board, a majority of the Managers present may adjourn the meeting from time to time without further notice.

Section 2.6 Voting of Managers.

The vote of the majority of the Managers present at a meeting at which a quorum is present shall be the act of the Board.

Section 2.7 Resignation and Removal of Managers.

(a) Any Manager may resign at any time upon written notice to the Company.

(b) A Manager, or the entire Board of Managers, may be removed at any time, with or without cause, by the Member.

Section 2.8 Vacancies.

Vacancies in the Board shall be filled by appointment by the Member or, if the Member fails to fill any vacancy on the Board, by a majority of the remaining Managers.

Section 2.9 Participation by Video or Telephone Conference of Managers.

Members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or committee thereof, by means of conference telephone or similar communications equipment as long as all persons participating in the meeting can speak with and hear each other. Participation by a Manager pursuant to this Section 2.9 shall constitute presence in person at such meeting.

Section 2.10 Actions Requiring the Consent of the Member.

Without the approval of the Member, the Board shall not have authority to:

(a) do any act in contravention of this Agreement;

(b) do any act which would make it impossible to carry on the ordinary business of the Company;

(c) co-mingle Company funds with funds of a Manager;

(d) confess a judgment against the Company;

(e) merge or consolidate the Company with or into any other entity or change or reorganize the Company into any other legal form;

(f) execute or deliver any general assignment for the benefit of creditors of the Company or permit the entry of an order of relief against the Company under any state or federal bankruptcy laws; or

(g) sell or transfer all, or substantially all, of the assets of the Company.

Section 2.11 Action Without Meeting.

Any action required or permitted by law or by this Agreement to be taken by the Board may be taken by written consent, without a meeting, if such consent is executed by not less than a majority of the Board. Notice of such action without a meeting by less than unanimous written consent shall be given within ten (10) days of the taking of such action to those Managers of record on the date when the written consent is first executed who did not participate in taking the action.

Section 2.12 Waiver of Notice.

(a) A written waiver of any required notice, signed by the person entitled to notice, whether before or after the date stated therein, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Managers need be specified in any written waiver of notice.

(b) Attendance of a person at a meeting shall constitute a waiver of notice of such meeting.

ARTICLE 3

AUTHORITY OF THE MEMBER

Section 3.1 Authority of the Member.

Except as otherwise provided in this Agreement, the Member shall not participate in the management or control of the Company’s business, transact any business for the Company, or have the power to act for or bind the Company, said powers being vested solely and exclusively in the Managers and the Officers of the Company.

Section 3.2 Rights of the Member. The Member shall have the following rights:

(a) the Member may give its consent to any of the items specified in Section 2.10 above;

(b) the Member may elect to dissolve the Company;

(c) the Member may consent to any amendments to this Agreement or the Certificate of Formation as provided in Section 9.1 below; and

(d) the Member may appoint and remove a Manager in accordance with the applicable provisions of this Agreement.

ARTICLE 4

OFFICERS

Section 4.1 General Provisions.

The Officers of the Company may consist of (i) a Chief Executive Officer, (ii) a President, (iii) a Treasurer, (iv) a Secretary, and (iv) such other Officers as may be elected by the Managers or appointed as provided in this Agreement. Any two or more offices may be held by the same person. The salary of each Officer, if any, shall be set by the Board, provided that the salary, if any, of an Officer who is a Manager shall be set by the Member.

Section 4.2 Election and Appointment of Officers.

The Board shall elect the Officers, and each Officer shall serve for the term of office for which he is elected or appointed and until his successor has been elected or appointed and has qualified, or his earlier resignation, removal from office by the Board or death.

Section 4.3 Chief Executive Officer. The Chief Executive Officer may be elected at the discretion of the manager(s). The Chief Executive Officer shall have such duties and such powers as the Member may be from time to time prescribe, and, in addition, in the absence or disability of the President, and in priority to any vice president, the Chief Executive Officer shall perform the duties and exercise the powers of the President.

Section 4.4 President.

The President shall be responsible for the general and active management of the business of the Company, and shall have the authority to conduct all ordinary business on behalf of the Company and may execute and deliver on behalf of the Company any agreement, conveyance, note or similar document, provided that the approval of the Board or the Member is not required by this Agreement.

Section 4.5 Treasurer.

The Treasurer shall be responsible for the financial books and records of the Company, and for keeping accurate accounts thereof, and shall have such other duties and powers as may from time to time be delegated to him by the President or the Board.

Section 4.6 Secretary.

The Secretary shall keep minutes of all meetings of the Board of the Company, have charge of the minute books, ownership records and seal of the Company and perform such other duties and have such other powers as may from time to time be delegated to him by the President or the Board.

Section 4.7 Assistant Secretaries.

Assistants to the Secretary may be appointed by the President or elected by the Board and shall perform such duties and have such powers as delegated to them by the President or the Board.

Section 4.8 Vice Presidents.

The Company may have one or more Vice Presidents, elected by the Board, who shall perform such duties and have such powers as may be delegated by the President or the Board.

Section 4.9 Removal of Officer.

At a meeting of the Board called expressly for such purpose, any Officer may be removed as an Officer by the affirmative vote of a majority of the Managers.

Section 4.10 Actions Requiring the Consent of the Board.

Without the approval of the Board, no Officer shall have authority to:

(a) do any act in contravention of this Agreement;

(b) do any act which would make it impossible to carry on the ordinary business of the Company;

(c) pledge the credit of the Company for any purpose except for Company purposes;

(d) sell or transfer all, or substantially all, of the assets of the Company;

(e) cause the Company to guarantee any material debt obligations of any person other than the Company;

(f) make any distribution; or

(g) assume or create any material indebtedness other than in the ordinary course of business.

ARTICLE 5

LIMITATIONS ON AUTHORITY;

INDEMNIFICATION AND LIABILITY

Section 5.1 Limitation of Authority.

(a) The Member, acting solely in its capacity as a Member, is not an agent of the Company and does not have any authority to act on behalf of the Company, execute any instrument in connection with the carrying on of the Company’s business and affairs, or otherwise bind the Company in any matter.

(b) Each Manager, acting solely in his capacity as a Manager, is not an agent of the Company and does not have any authority to act on behalf of the Company, execute any instrument in connection with the carrying on of the Company’s business and affairs, or otherwise bind the Company in any matter.

Section 5.2 Liability of the Member and Managers.

(a) The Member shall have no duties or obligations to the Company solely by reason of acting in its capacity as a Member.

(b) Each Manager shall act in a manner he or she believes in good faith to be in the best interests of the Company, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances in carrying on the business and affairs of the Company; provided that no Manager shall have any personal liability to the Company or the Member for any loss or damage sustained by the Company or the Member for breach of a fiduciary or other duty in connection with this Agreement as a Manager, by reason of any act or omission occurring subsequent to the date when this provision becomes effective, except that this provision shall not eliminate or limit the liability of a Manager for (i) intentional misconduct or a knowing violation of law, or (ii) any transaction from which the Manager derived an improper personal benefit in violation or breach of this Agreement.

Section 5.3 Indemnification.

(a) Under the circumstances prescribed in Sections 5.3(c) and 5.3(e), the Company shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether formal or informal, and whether civil, criminal, administrative or investigative, including appeals, (other than an action by or in the right of the Company) by reason of the fact that the person is or was a Member, Manager, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by the person in connection with such claim, action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any claim, action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that (i) the person did not act in good faith, (ii) the person did not act in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, and (iii) with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.

(b) Under the circumstances prescribed in Sections 5.3(c) and 5.3(e), the Company shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the person is or was a Member, Manager, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such claim, action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to

be liable in the performance of his or her duty to the Company, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a Member, Manager, officer, employee or agent of the Company has been successful on the merits or otherwise in defense of any claim, action, suit or proceeding referred to in Sections 5.3(a) and 5.3(b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith, notwithstanding that he has not been successful on any other issue or matter in any such claim, action, suit or proceeding.

(d) The Company shall indemnify and hold harmless any person who is or was a Member, Manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trustee, employee benefit plan or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the appearance of such person as a witness in any claim, action, suit or proceeding, whether formal or informal and whether civil, criminal, administrative or investigative, including appeals, as a result of such person having occupied such office or position, or undertaken such service when such person is not a party to such action, suit or proceeding.

(e) Except as provided in Section 5.3(c) and except as may be ordered by a court, any indemnification under Sections 5.3(a) and 5.3(b) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Member, Manager, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 5.3(a) and 5.3(b). Such a determination shall be made (i) by the Board by a majority vote of a quorum consisting of Managers who were not parties to, or who have been wholly successful on the merits or otherwise with respect to, such claim, action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, if obtainable, a quorum of disinterested Managers so directs, by the firm of independent legal counsel then employed by the Company, in a written opinion, or (iii) other than with respect to indemnification with respect to the Member, by the affirmative vote of the Member.

(f) Expenses (including attorneys’ fees) incurred in defending a civil or criminal claim, action, suit or proceeding shall be paid by the Company in advance of the final disposition of such claim, action, suit or proceeding upon receipt of an undertaking by or on behalf of the Member, Manager, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized in this Section.

(g) The indemnification and advancement of expenses provided by or granted pursuant to this Section shall be a contract right, shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which those seeking indemnification or advancement of expenses may be entitled under any statute, rule or law, provisions of any resolution, agreement or otherwise specifically or in general terms, both as to action by a Member, Manager, officer, employee or agent in his or her official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be a Member, Manager, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Company shall not effect any sale of substantially all of its assets, merge, consolidate or effect other reorganizations unless the purchaser or surviving entity agrees to assume all such obligations of the Company.

(h) The Company may purchase and maintain insurance on behalf of any person who is or was a Member, Manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of this Section.

(i) For the purposes of this Section, the Company shall be deemed to have requested a Manager, Member, officer, employee or agent of the Company to serve an employee benefit plan whenever the performance by such person of his or her duties to the Company also imposes duties on, or otherwise involves services by, such person to the plan or to participants in or beneficiaries of the plan; “fines” shall be deemed to include excise taxes assessed on such person with respect to an employee benefit plan pursuant to applicable law; and action taken or omitted by such person with respect to an employee benefit plan in the performance of his or her duties for a purpose reasonably believed by him or her to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company. Any indemnification under this Section with regard to any employee benefit plan shall apply notwithstanding any provisions of any employee benefit plan.

(j) If for any reason, any provision of this Section is held invalid, in whole or in part, such invalidity shall not affect any other provision or part of this Section not held so invalid, and each such other provision or part shall to the full extent consistent with law continue in full force and effect.

ARTICLE 6

CONFLICTS OF INTEREST

Section 6.1 Conflicts of Interest.

Any Manager or Officer that proposes to enter into a transaction, directly or indirectly, with the Company must first receive the approval of the Board. Any transaction described in this Section 6.1 that is not first approved by the Board shall, at the discretion of the Board, be null and void.

ARTICLE 7

INCOME TAX MATTERS

Section 7.1 Federal, State and Local Income Taxes.

It is the intention of the Member that the existence of the Company be ignored for federal, state and local income tax purposes.

ARTICLE 8

DISSOLUTION

Section 8.1 Dissolution.

The Company shall be dissolved only upon the election of the Member. Dissolution of the Company shall be effective on the date designated by the Member.

ARTICLE 9

AMENDMENTS AND CONSENTS

Section 9.1 Amendments.

This Agreement and the Certificate of Formation may be amended only with the approval of the Member.

Section 9.2 Method of Giving Consent.

Any consent required by this Agreement must be in writing, and unless otherwise expressly agreed by the Member or the Managers as the case may be, must be given by the Member or Managers as the case may be, at or prior to the doing of the act or thing for which the consent is solicited.

ARTICLE 10

GENERAL PROVISIONS

Section 10.1 Headings.

The headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

Section 10.2 Governing Law.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware.

Section 10.3 Severability.

In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect and shall be enforced to the greatest extent permitted by law.

Section 10.4 Waivers.

No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.

Section 10.5 Agreement; Effect of Inconsistencies with Act.

This Agreement shall govern the existence and organization of the Company, and except to the extent a provision of this Agreement expressly incorporates federal income tax rules by reference to sections of the Internal Revenue Code of 1986, as amended, or regulations thereto or is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule. To the extent any provision of this Agreement is invalid or unenforceable under the Act, the provisions of this Agreement shall be enforced to the maximum extent permitted in order to make this Agreement effective under the Act, and all other parts of this Agreement will remain in force.

IN WITNESS WHEREOF, the Member has executed this Agreement effective as of the date first written above.

MEMBER:
RUBY TUESDAY, INC.
By:	/s/ Daniel T. Cronk
Name:	Daniel T. Cronk
Title:	Senior Vice President

EX-3.88

Exhibit 3.88

CERTIFICATE OF FORMATION

OF

RT MINNEAPOLIS HOLDINGS, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6, Section 18-201 of the Delaware Limited Liability Company Act and the acts amendatory thereof and supplemental thereto) hereby certifies that:

1. The name of the limited liability company is RT Minneapolis Holdings, LLC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 29 day of May, 2001.

/s/ Daniel T. Cronk

Daniel T. Cronk, Authorized Person

EX-3.89

Exhibit 3.89

RT MINNEAPOLIS HOLDINGS, LLC

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Agreement”) is entered into this the      day of     , 2001, by RUBY TUESDAY, INC. (the “Member”) as the initial Member of RT MINNEAPOLIS HOLDINGS, LLC, a Delaware limited liability company (the “Company”) organized pursuant to the Delaware Limited Liability Company Act (the “Act”).

FACTS:

1. The Member has formed a limited liability company under the provisions of the Act by causing a Certificate of Formation to be filed with the Delaware Secretary of State;

2. The Member has made an initial capital contribution in the amount of $ 10.00 as consideration for all the outstanding membership interests of the Company; and

2. The Member desires to operate the Company in accordance with the terms and subject to the conditions set forth in this Agreement.

OPERATING AGREEMENT:

ARTICLE 1

FORMATION

Section 1.1 Registered Agent and Office.

The Company’s registered agent for service of process and registered office shall be The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The Company’s Managers (as defined herein) may, from time to time, pursuant to the relevant provisions of the Act, change the registered agent or office.

Section 1.2 Business Purpose.

The business and purposes of the Company shall be to engage in any lawful business permitted by the Act. Subject to the terms of this Agreement, the Company shall have all powers of a limited liability company under the Act.

Section 1.3 Term.

The term of the Company shall be perpetual unless otherwise terminated pursuant to this Agreement or by operation of law.

ARTICLE 2

BOARD OF MANAGERS

Section 2.1 Board of Managers.

The management of the Company shall be vested in a Board of Managers (the “Board”), subject to the Managers’ authority to delegate powers and duties to Officers of the Company; provided that no Manager, acting solely in his or her capacity as a Manager, shall have the authority to act on behalf of or bind the Company, unless expressly authorized to do so by the Board.

Section 2.2 Number and Tenure of Managers.

The number of Managers shall be fixed by the Members. Each Manager shall hold office until such Manager’s successor is appointed by the Member, or until such Manager’s earlier resignation or removal by the Member.

Section 2.3 Regular Meetings of the Board.

Regular meetings of the Board may be held without notice at such time and in such place, either within or without the State of Delaware, as shall from time to time be determined by the Board.

Section 2.4 Special Meetings.

(a) Special meetings of the Board may be called by or at the request of the Member, the President or at least one-third of the number of Managers constituting the whole board. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Delaware, as the place for holding any special meeting of the Board called by them.

(b) Unless waived as provided herein, notice of any special meeting of the Board shall be given at least two (2) days previous thereto by written notice to each Manager at his or her address. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail so addressed, with first class postage thereon prepaid. If sent by any other means (including facsimile, courier, or express mail, etc.), such notice shall be deemed to be delivered when actually delivered to the home or business address of the Manager.

Section 2.5 Quorum of Managers.

A majority of the total number of Managers fixed pursuant to this Agreement shall constitute a quorum for the transaction of business. If less than a majority of the Managers are present at a meeting of the Board, a majority of the Managers present may adjourn the meeting from time to time without further notice.

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Section 2.6 Voting of Managers.

The vote of the majority of the Managers present at a meeting at which a quorum is present shall be the act of the Board.

Section 2.7 Resignation and Removal of Managers.

(a) Any Manager may resign at any time upon written notice to the Company.

(b) A Manager, or the entire Board of Managers, may be removed at any time, with or without cause, by the Member.

Section 2.8 Vacancies.

Vacancies in the Board shall be filled by appointment by the Member or, if the Member fails to fill any vacancy on the Board, by a majority of the remaining Managers.

Section 2.9 Participation by Video or Telephone Conference of Managers.

Members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or committee thereof, by means of conference telephone or similar communications equipment as long as all persons participating in the meeting can speak with and hear each other. Participation by a Manager pursuant to this Section 2.9 shall constitute presence in person at such meeting.

Section 2.10 Actions Requiring the Consent of the Member.

Without the approval of the Member, the Board shall not have authority to:

(a) do any act in contravention of this Agreement;

(b) do any act which would make it impossible to carry on the ordinary business of the Company;

(c) co-mingle Company funds with funds of a Manager;

(d) confess a judgment against the Company;

(e) merge or consolidate the Company with or into any other entity or change or reorganize the Company into any other legal form;

(f) execute or deliver any general assignment for the benefit of creditors of the Company or permit the entry of an order of relief against the Company under any state or federal bankruptcy laws; or

(g) sell or transfer all, or substantially all, of the assets of the Company.

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Section 2.11 Action Without Meeting.

Any action required or permitted by law or by this Agreement to be taken by the Board may be taken by written consent, without a meeting, if such consent is executed by not less than a majority of the Board. Notice of such action without a meeting by less than unanimous written consent shall be given within ten (10) days of the taking of such action to those Managers of record on the date when the written consent is first executed who did not participate in taking the action.

Section 2.12 Waiver of Notice.

(a) A written waiver of any required notice, signed by the person entitled to notice, whether before or after the date stated therein, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Managers need be specified in any written waiver of notice.

(b) Attendance of a person at a meeting shall constitute a waiver of notice of such meeting.

ARTICLE 3

AUTHORITY OF THE MEMBER

Section 3.1 Authority of the Member.

Except as otherwise provided in this Agreement, the Member shall not participate in the management or control of the Company’s business, transact any business for the Company, or have the power to act for or bind the Company, said powers being vested solely and exclusively in the Managers and the Officers of the Company.

Section 3.2 Rights of the Member. The Member shall have the following rights:

(a) the Member may give its consent to any of the items specified in Section 2.10 above;

(b) the Member may elect to dissolve the Company;

(c) the Member may consent to any amendments to this Agreement or the Certificate of Formation as provided in Section 9.1 below; and

(d) the Member may appoint and remove a Manager in accordance with the applicable provisions of this Agreement.

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ARTICLE 4

OFFICERS

Section 4.1 General Provisions.

The Officers of the Company may consist of (i) a Chief Executive Officer, (ii) a President, (iii) a Treasurer, (iv) a Secretary, and (iv) such other Officers as may be elected by the Managers or appointed as provided in this Agreement. Any two or more offices may be held by the same person. The salary of each Officer, if any, shall be set by the Board, provided that the salary, if any, of an Officer who is a Manager shall be set by the Member.

Section 4.2 Election and Appointment of Officers.

The Board shall elect the Officers, and each Officer shall serve for the term of office for which he is elected or appointed and until his successor has been elected or appointed and has qualified, or his earlier resignation, removal from office by the Board or death.

Section 4.3 Chief Executive Officer. The Chief Executive Officer may be elected at the discretion of the manager(s). The Chief Executive Officer shall have such duties and such powers as the Member may be from time to time prescribe, and, in addition, in the absence or disability of the President, and in priority to any vice president, the Chief Executive Officer shall perform the duties and exercise the powers of the President.

Section 4.4 President.

The President shall be responsible for the general and active management of the business of the Company, and shall have the authority to conduct all ordinary business on behalf of the Company and may execute and deliver on behalf of the Company any agreement, conveyance, note or similar document, provided that the approval of the Board or the Member is not required by this Agreement.

Section 4.5 Treasurer.

The Treasurer shall be responsible for the financial books and records of the Company, and for keeping accurate accounts thereof, and shall have such other duties and powers as may from time to time be delegated to him by the President or the Board.

Section 4.6 Secretary.

The Secretary shall keep minutes of all meetings of the Board of the Company, have charge of the minute books, ownership records and seal of the Company and perform such other duties and have such other powers as may from time to time be delegated to him by the President or the Board.

Section 4.7 Assistant Secretaries.

Assistants to the Secretary may be appointed by the President or elected by the Board and shall perform such duties and have such powers as delegated to them by the President or the Board.

Section 4.8 Vice Presidents.

The Company may have one or more Vice Presidents, elected by the Board, who shall perform such duties and have such powers as may be delegated by the President or the Board.

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Section 4.9 Removal of Officer.

At a meeting of the Board called expressly for such purpose, any Officer may be removed as an Officer by the affirmative vote of a majority of the Managers.

Section 4.10 Actions Requiring the Consent of the Board.

Without the approval of the Board, no Officer shall have authority to:

(a) do any act in contravention of this Agreement;

(b) do any act which would make it impossible to carry on the ordinary business of the Company;

(c) pledge the credit of the Company for any purpose except for Company purposes;

(d) sell or transfer all, or substantially all, of the assets of the Company;

(e) cause the Company to guarantee any material debt obligations of any person other than the Company;

(f) make any distribution; or

(g) assume or create any material indebtedness other than in the ordinary course of business.

ARTICLE 5

LIMITATIONS ON AUTHORITY;

INDEMNIFICATION AND LIABILITY

Section 5.1 Limitation of Authority.

(a) The Member, acting solely in its capacity as a Member, is not an agent of the Company and does not have any authority to act on behalf of the Company, execute any instrument in connection with the carrying on of the Company’s business and affairs, or otherwise bind the Company in any matter.

(b) Each Manager, acting solely in his capacity as a Manager, is not an agent of the Company and does not have any authority to act on behalf of the Company, execute any instrument in connection with the carrying on of the Company’s business and affairs, or otherwise bind the Company in any matter.

Section 5.2 Liability of the Member and Managers.

(a) The Member shall have no duties or obligations to the Company solely by reason of acting in its capacity as a Member.

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(b) Each Manager shall act in a manner he or she believes in good faith to be in the best interests of the Company, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances in carrying on the business and affairs of the Company; provided that no Manager shall have any personal liability to the Company or the Member for any loss or damage sustained by the Company or the Member for breach of a fiduciary or other duty in connection with this Agreement as a Manager, by reason of any act or omission occurring subsequent to the date when this provision becomes effective, except that this provision shall not eliminate or limit the liability of a Manager for (i) intentional misconduct or a knowing violation of law, or (ii) any transaction from which the Manager derived an improper personal benefit in violation or breach of this Agreement.

Section 5.3 Indemnification.

(a) Under the circumstances prescribed in Sections 5.3(c) and 5.3(e), the Company shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether formal or informal, and whether civil, criminal, administrative or investigative, including appeals, (other than an action by or in the right of the Company) by reason of the fact that the person is or was a Member, Manager, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by the person in connection with such claim, action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any claim, action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that (i) the person did not act in good faith, (ii) the person did not act in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, and (iii) with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.

(b) Under the circumstances prescribed in Sections 5.3(c) and 5.3(e), the Company shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the

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person is or was a Member, Manager, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such claim, action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable in the performance of his or her duty to the Company, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a Member, Manager, officer, employee or agent of the Company has been successful on the merits or otherwise in defense of any claim, action, suit or proceeding referred to in Sections 5.3(a) and 5.3(b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith, notwithstanding that he has not been successful on any other issue or matter in any such claim, action, suit or proceeding.

(d) The Company shall indemnify and hold harmless any person who is or was a Member, Manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trustee, employee benefit plan or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the appearance of such person as a witness in any claim, action, suit or proceeding, whether formal or informal and whether civil, criminal, administrative or investigative, including appeals, as a result of such person having occupied such office or position, or undertaken such service when such person is not a party to such action, suit or proceeding.

(e) Except as provided in Section 5.3(c) and except as may be ordered by a court, any indemnification under Sections 5.3(a) and 5.3(b) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Member, Manager, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 5.3(a) and

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5.3(b). Such a determination shall be made (i) by the Board by a majority vote of a quorum consisting of Managers who were not parties to, or who have been wholly successful on the merits or otherwise with respect to, such claim, action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, if obtainable, a quorum of disinterested Managers so directs, by the firm of independent legal counsel then employed by the Company, in a written opinion, or (iii) other than with respect to indemnification with respect to the Member, by the affirmative vote of the Member.

(f) Expenses (including attorneys’ fees) incurred in defending a civil or criminal claim, action, suit or proceeding shall be paid by the Company in advance of the final disposition of such claim, action, suit or proceeding upon receipt of an undertaking by or on behalf of the Member, Manager, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized in this Section.

(g) The indemnification and advancement of expenses provided by or granted pursuant to this Section shall be a contract right, shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which those seeking indemnification or advancement of expenses may be entitled under any statute, rule or law, provisions of any resolution, agreement or otherwise specifically or in general terms, both as to action by a Member, Manager, officer, employee or agent in his or her official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be a Member, Manager, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Company shall not effect any sale of substantially all of its assets, merge, consolidate or effect other reorganizations unless the purchaser or surviving entity agrees to assume all such obligations of the Company.

(h) The Company may purchase and maintain insurance on behalf of any person who is or was a Member, Manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of this Section.

(i) For the purposes of this Section, the Company shall be deemed to have requested a Manager, Member, officer, employee or agent of the Company to serve an employee benefit plan whenever the performance by such

9

person of his or her duties to the Company also imposes duties on, or otherwise involves services by, such person to the plan or to participants in or beneficiaries of the plan; “fines” shall be deemed to include excise taxes assessed on such person with respect to an employee benefit plan pursuant to applicable law; and action taken or omitted by such person with respect to an employee benefit plan in the performance of his or her duties for a purpose reasonably believed by him or her to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company. Any indemnification under this Section with regard to any employee benefit plan shall apply notwithstanding any provisions of any employee benefit plan.

(j) If for any reason, any provision of this Section is held invalid, in whole or in part, such invalidity shall not affect any other provision or part of this Section not held so invalid, and each such other provision or part shall to the full extent consistent with law continue in full force and effect.

ARTICLE 6

CONFLICTS OF INTEREST

Section 6.1 Conflicts of Interest.

Any Manager or Officer that proposes to enter into a transaction, directly or indirectly, with the Company must first receive the approval of the Board. Any transaction described in this Section 6.1 that is not first approved by the Board shall, at the discretion of the Board, be null and void.

ARTICLE 7

INCOME TAX MATTERS

Section 7.1 Federal, State and Local Income Taxes.

It is the intention of the Member that the existence of the Company be ignored for federal, state and local income tax purposes.

ARTICLE 8

DISSOLUTION

Section 8.1 Dissolution.

The Company shall be dissolved only upon the election of the Member. Dissolution of the Company shall be effective on the date designated by the Member.

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ARTICLE 9

AMENDMENTS AND CONSENTS

Section 9.1 Amendments.

This Agreement and the Certificate of Formation may be amended only with the approval of the Member.

Section 9.2 Method of Giving Consent.

Any consent required by this Agreement must be in writing, and unless otherwise expressly agreed by the Member or the Managers as the case may be, must be given by the Member or Managers as the case may be, at or prior to the doing of the act or thing for which the consent is solicited.

ARTICLE 10

GENERAL PROVISIONS

Section 10.1 Headings.

The headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

Section 10.2 Governing Law.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware.

Section 10.3 Severability.

In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect and shall be enforced to the greatest extent permitted by law.

Section 10.4 Waivers.

No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.

Section 10.5 Agreement; Effect of Inconsistencies with Act.

This Agreement shall govern the existence and organization of the Company, and except to the extent a provision of this Agreement expressly incorporates federal income tax rules by reference to sections of the Internal Revenue Code of 1986, as amended, or regulations thereto or is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule. To the extent any provision of this Agreement is invalid or unenforceable under the Act, the provisions of this Agreement shall be enforced to the maximum extent permitted in order to make this Agreement effective under the Act, and all other parts of this Agreement will remain in force.

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IN WITNESS WHEREOF, the Member has executed this Agreement effective as of the date first written above.

MEMBER:
RUBY TUESDAY, INC.
By:	/s/ Daniel T. Cronk
Name:	Daniel T. Cronk
Title:	Senior Vice President

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JOINT AUTHORIZATION AND CONSENT

BY

THE SOLE MEMBER

AND

THE BOARD OF MANAGERS

OF

RT MINNEAPOLIS HOLDINGS, LLC

The undersigned, being the sole member (the “Member”) and all the Managers (the “Managers”) of RT Minneapolis Holdings, LLC, a Delaware limited liability company (the “Company”), by affixing their respective signatures hereto, hereby consent to and take the following actions and adopt the following resolutions pursuant to the Operating Agreement of the Company:

* * * * *

WHEREAS, the Company was formed by filing a Certificate of Formation with the Delaware Secretary of State;

WHEREAS, pursuant to the Operating Agreement of the Company, dated as of the date hereof, the Member wishes to fix the number of Managers and to appoint Managers of the Company;

NOW, THEREFORE, BE IT RESOLVED by the Member, that the number of Managers of the Company is hereby fixed at three (3), and the following individuals are hereby appointed as Managers, each to hold such office until such Manager’s earlier resignation or removal:

Samuel E. Beall, III

Daniel T. Cronk

Marguerite Naman Duffy

* * * * *

WHEREAS, pursuant to Article 4 of the Operating Agreement of the Company, the Managers wish to elect officers of the Company;

NOW, THEREFORE, BE IT RESOLVED by the Managers, that the following individuals are hereby elected to the office beside such individual’s name, each to hold such office until such officer’s earlier resignation or removal:

Office	Name
President	Samuel E. Beall III
Vice President and Treasurer	Marguerite Naman Duffy
Vice President and Secretary	Daniel T. Cronk

* * * * *

WHEREAS, the Managers have determined that it is in the best interests of the Company to acquire a 50% membership interest in RT Minneapolis Franchise, LLC, a Delaware limited liability company for consideration in the amount of $100.00, and the Managers wish to authorize the officers of the Company to take such steps as are reasonable or necessary to enable the Company to acquire such membership interest (the “Transaction”), including, without limitation, entering into such documents, agreements and certificates as may be, in such officer’s sole judgment, reasonable or necessary to consummate such acquisition of the membership interest (the “Documents”);

NOW, THEREFORE, BE IT RESOLVED, by the Managers, that, in connection with the Transaction, each officer of the Company (an “Authorized Officer”) is authorized to execute and deliver the Documents on behalf of the Company, and the execution and delivery of the Documents by any such Authorized Officer shall be conclusive evidence of such approvals;

RESOLVED, by the Managers, that all acts of officers and agents of the Company in connection with the Transaction or any other matters contemplated by the foregoing resolutions and the Documents are hereby ratified and confirmed;

RESOLVED, by the Managers, that the Secretary of the Company is authorized to (a) attest any and all documents, instruments and agreements executed by the Authorized Officers pursuant to these resolutions (although such attestation shall not be required in order for such document, instrument or agreement to be binding on the Company) and (b) certify to any appropriate party a copy of these resolutions and the incumbency of the officers of the Company specified herein; and

RESOLVED, by the Managers, that the Authorized Officers are authorized to take and do such further acts and deeds, and to execute, deliver and file on behalf of the Company such other agreements, documents, certificate, papers and instruments as appropriate, advisable or required to effect the purpose and intent of these resolutions and to consummate the transactions contemplated herein.

* * * * *

IN WITNESS WHEREOF, each of the undersigned Member and Managers has executed this Authorization and Consent as of the 29th day of May, 2001.

Member:
RUBY TUESDAY, INC.
By:	/s/ Daniel T. Cronk
Name:	Daniel T. Cronk
Title:	Senior Vice President
Managers:
/s/ Samuel E. Beall, III
SAMUEL E. BEALL, III
/s/ Daniel T. Cronk
DANIEL T. CRONK
/s/ Marguerite Naman Duffy
MARGUERITE NAMAN DUFFY

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EX-3.90

Exhibit 3.90

CERTIFICATE OF FORMATION

OF

RT OMAHA HOLDINGS, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6, Section 18-201 of the Delaware Limited Liability Company Act and the acts amendatory thereof and supplemental thereto) hereby certifies that:

1. The name of the limited liability company is RT Omaha Holdings, LLC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 14 day of February, 2002.

/s/ Daniel T. Cronk

Daniel T. Cronk, Authorized Person

EX-3.91

Exhibit 3.91

RT OMAHA HOLDINGS, LLC

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Agreement”) is entered into this the 15^th day of February, 2002, by RUBY TUESDAY, INC. (the “Member”) as the initial Member of RT OMAHA HOLDINGS, LLC, a Delaware limited liability company (the “Company”) organized pursuant to the Delaware Limited Liability Company Act (the “Act”).

FACTS:

1. The Member has formed a limited liability company under the provisions of the Act by causing a Certificate of Formation to be filed with the Delaware Secretary of State;

2. The Member has made an initial capital contribution in the amount of $ 10.00 as consideration for all the outstanding membership interests of the Company; and

3. The Member desires to operate the Company in accordance with the terms and subject to the conditions set forth in this Agreement.

OPERATING AGREEMENT:

ARTICLE 1

FORMATION

Section 1.1 Registered Agent and Office.

The Company’s registered agent for service of process and registered office shall be The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The Company’s Managers (as defined herein) may, from time to time, pursuant to the relevant provisions of the Act, change the registered agent or office.

Section 1.2 Business Purpose.

The business and purposes of the Company shall be to engage in any lawful business permitted by the Act. Subject to the terms of this Agreement, the Company shall have all powers of a limited liability company under the Act.

Section 1.3 Term.

The term of the Company shall be perpetual unless otherwise terminated pursuant to this Agreement or by operation of law.

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ARTICLE 2

BOARD OF MANAGERS

Section 2.1 Board of Managers.

The management of the Company shall be vested in a Board of Managers (the “Board”), subject to the Managers’ authority to delegate powers and duties to Officers of the Company; provided that no Manager, acting solely in his or her capacity as a Manager, shall have the authority to act on behalf of or bind the Company, unless expressly authorized to do so by the Board.

Section 2.2 Number and Tenure of Managers.

The number of Managers shall be fixed by the Members. Each Manager shall hold office until such Manager’s successor is appointed by the Member, or until such Manager’s earlier resignation or removal by the Member.

Section 2.3 Regular Meetings of the Board.

Regular meetings of the Board may be held without notice at such time and in such place, either within or without the State of Delaware, as shall from time to time be determined by the Board.

Section 2.4 Special Meetings.

(a) Special meetings of the Board may be called by or at the request of the Member, the President or at least one-third of the number of Managers constituting the whole board. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Delaware, as the place for holding any special meeting of the Board called by them.

(b) Unless waived as provided herein, notice of any special meeting of the Board shall be given at least two (2) days previous thereto by written notice to each Manager at his or her address. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail so addressed, with first class postage thereon prepaid. If sent by any other means (including facsimile, courier, or express mail, etc.), such notice shall be deemed to be delivered when actually delivered to the home or business address of the Manager.

Section 2.5 Quorum of Managers.

A majority of the total number of Managers fixed pursuant to this Agreement shall constitute a quorum for the transaction of business. If less than a majority of the Managers are present at a meeting of the Board, a majority of the Managers present may adjourn the meeting from time to time without further notice.

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Section 2.6 Voting of Managers.

The vote of the majority of the Managers present at a meeting at which a quorum is present shall be the act of the Board.

Section 2.7 Resignation and Removal of Managers.

(a) Any Manager may resign at any time upon written notice to the Company.

(b) A Manager, or the entire Board of Managers, may be removed at any time, with or without cause, by the Member.

Section 2.8 Vacancies.

Vacancies in the Board shall be filled by appointment by the Member or, if the Member fails to fill any vacancy on the Board, by a majority of the remaining Managers.

Section 2.9 Participation by Video or Telephone Conference of Managers.

Members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or committee thereof, by means of conference telephone or similar communications equipment as long as all persons participating in the meeting can speak with and hear each other. Participation by a Manager pursuant to this Section 2.9 shall constitute presence in person at such meeting.

Section 2.10 Actions Requiring the Consent of the Member.

Without the approval of the Member, the Board shall not have authority to:

(a) do any act in contravention of this Agreement;

(b) do any act which would make it impossible to carry on the ordinary business of the Company;

(c) co-mingle Company funds with funds of a Manager;

(d) confess a judgment against the Company;

(e) merge or consolidate the Company with or into any other entity or change or reorganize the Company into any other legal form;

(f) execute or deliver any general assignment for the benefit of creditors of the Company or permit the entry of an order of relief against the Company under any state or federal bankruptcy laws; or

(g) sell or transfer all, or substantially all, of the assets of the Company.

Section 2.11 Action Without Meeting.

Any action required or permitted by law or by this Agreement to be taken by the Board may be taken by written consent, without a meeting, if such consent is executed by not less than a majority of the Board. Notice of such action without a meeting by less than unanimous written consent shall be given within ten (10) days of the taking of such action to those Managers of record on the date when the written consent is first executed who did not participate in taking the action.

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Section 2.12 Waiver of Notice.

(a) A written waiver of any required notice, signed by the person entitled to notice, whether before or after the date stated therein, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Managers need be specified in any written waiver of notice.

(b) Attendance of a person at a meeting shall constitute a waiver of notice of such meeting.

ARTICLE 3

AUTHORITY OF THE MEMBER

Section 3.1 Authority of the Member.

Except as otherwise provided in this Agreement, the Member shall not participate in the management or control of the Company’s business, transact any business for the Company, or have the power to act for or bind the Company, said powers being vested solely and exclusively in the Managers and the Officers of the Company.

Section 3.2 Rights of the Member. The Member shall have the following rights:

(a) the Member may give its consent to any of the items specified in Section 2.10 above;

(b) the Member may elect to dissolve the Company;

(c) the Member may consent to any amendments to this Agreement or the Certificate of Formation as provided in Section 9.1 below; and

(d) the Member may appoint and remove a Manager in accordance with the applicable provisions of this Agreement.

ARTICLE 4

OFFICERS

Section 4.1 General Provisions.

The Officers of the Company may consist of (i) a Chief Executive Officer, (ii) a President, (iii) a Treasurer, (iv) a Secretary, and (iv) such other Officers as may be elected by the Managers or appointed as provided in this Agreement. Any two or more offices may be held by the same person. The salary of each Officer, if any, shall be set by the Board, provided that the salary, if any, of an Officer who is a Manager shall be set by the Member.

Section 4.2 Election and Appointment of Officers.

The Board shall elect the Officers, and each Officer shall serve for the term of office for which he is elected or appointed and until his successor has been elected or appointed and has qualified, or his earlier resignation, removal from office by the Board or death.

Section 4.3 Chief Executive Officer. The Chief Executive Officer may be elected at the discretion of the manager(s). The Chief Executive Officer shall have such duties and such powers as the Member may be from time to time prescribe, and, in addition, in the absence or disability of the President, and in priority to any vice president, the Chief Executive Officer shall perform the duties and exercise the powers of the President.

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Section 4.4 President.

The President shall be responsible for the general and active management of the business of the Company, and shall have the authority to conduct all ordinary business on behalf of the Company and may execute and deliver on behalf of the Company any agreement, conveyance, note or similar document, provided that the approval of the Board or the Member is not required by this Agreement.

Section 4.5 Treasurer.

The Treasurer shall be responsible for the financial books and records of the Company, and for keeping accurate accounts thereof, and shall have such other duties and powers as may from time to time be delegated to him by the President or the Board.

Section 4.6 Secretary.

The Secretary shall keep minutes of all meetings of the Board of the Company, have charge of the minute books, ownership records and seal of the Company and perform such other duties and have such other powers as may from time to time be delegated to him by the President or the Board.

Section 4.7 Assistant Secretaries.

Assistants to the Secretary may be appointed by the President or elected by the Board and shall perform such duties and have such powers as delegated to them by the President or the Board.

Section 4.8 Vice Presidents.

The Company may have one or more Vice Presidents, elected by the Board, who shall perform such duties and have such powers as may be delegated by the President or the Board.

Section 4.9 Removal of Officer.

At a meeting of the Board called expressly for such purpose, any Officer may be removed as an Officer by the affirmative vote of a majority of the Managers.

Section 4.10 Actions Requiring the Consent of the Board.

Without the approval of the Board, no Officer shall have authority to:

(a) do any act in contravention of this Agreement;

(b) do any act which would make it impossible to carry on the ordinary business of the Company;

(c) pledge the credit of the Company for any purpose except for Company purposes;

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(d) sell or transfer all, or substantially all, of the assets of the Company;

(e) cause the Company to guarantee any material debt obligations of any person other than the Company;

(f) make any distribution; or

(g) assume or create any material indebtedness other than in the ordinary course of business.

ARTICLE 5

LIMITATIONS ON AUTHORITY;

INDEMNIFICATION AND LIABILITY

Section 5.1 Limitation of Authority.

(a) The Member, acting solely in its capacity as a Member, is not an agent of the Company and does not have any authority to act on behalf of the Company, execute any instrument in connection with the carrying on of the Company’s business and affairs, or otherwise bind the Company in any matter.

(b) Each Manager, acting solely in his capacity as a Manager, is not an agent of the Company and does not have any authority to act on behalf of the Company, execute any instrument in connection with the carrying on of the Company’s business and affairs, or otherwise bind the Company in any matter.

Section 5.2 Liability of the Member and Managers.

(a) The Member shall have no duties or obligations to the Company solely by reason of acting in its capacity as a Member.

(b) Each Manager shall act in a manner he or she believes in good faith to be in the best interests of the Company, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances in carrying on the business and affairs of the Company; provided that no Manager shall have any personal liability to the Company or the Member for any loss or damage sustained by the Company or the Member for breach of a fiduciary or other duty in connection with this Agreement as a Manager, by reason of any act or omission occurring subsequent to the date when this provision becomes effective, except that this provision shall not eliminate or limit the liability of a Manager for (i) intentional misconduct or a knowing violation of law, or (ii) any transaction from which the Manager derived an improper personal benefit in violation or breach of this Agreement.

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Section 5.3 Indemnification.

(a) Under the circumstances prescribed in Sections 5.3(c) and 5.3(e), the Company shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether formal or informal, and whether civil, criminal, administrative or investigative, including appeals, (other than an action by or in the right of the Company) by reason of the fact that the person is or was a Member, Manager, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by the person in connection with such claim, action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any claim, action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that (i) the person did not act in good faith, (ii) the person did not act in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, and (iii) with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.

(b) Under the circumstances prescribed in Sections 5.3(c) and 5.3(e), the Company shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the person is or was a Member, Manager, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such claim, action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable in the performance of his or her duty to the Company, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a Member, Manager, officer, employee or agent of the Company has been successful on the merits or otherwise in defense of any claim, action, suit or proceeding referred to in Sections 5.3(a) and 5.3(b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith, notwithstanding that he has not been successful on any other issue or matter in any such claim, action, suit or proceeding.

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(d) The Company shall indemnify and hold harmless any person who is or was a Member, Manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trustee, employee benefit plan or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the appearance of such person as a witness in any claim, action, suit or proceeding, whether formal or informal and whether civil, criminal, administrative or investigative, including appeals, as a result of such person having occupied such office or position, or undertaken such service when such person is not a party to such action, suit or proceeding.

(e) Except as provided in Section 5.3(c) and except as may be ordered by a court, any indemnification under Sections 5.3(a) and 5.3(b) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Member, Manager, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 5.3(a) and 5.3(b). Such a determination shall be made (i) by the Board by a majority vote of a quorum consisting of Managers who were not parties to, or who have been wholly successful on the merits or otherwise with respect to, such claim, action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, if obtainable, a quorum of disinterested Managers so directs, by the firm of independent legal counsel then employed by the Company, in a written opinion, or (iii) other than with respect to indemnification with respect to the Member, by the affirmative vote of the Member.

(f) Expenses (including attorneys’ fees) incurred in defending a civil or criminal claim, action, suit or proceeding shall be paid by the Company in advance of the final disposition of such claim, action, suit or proceeding upon receipt of an undertaking by or on behalf of the Member, Manager, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized in this Section.

(g) The indemnification and advancement of expenses provided by or granted pursuant to this Section shall be a contract right, shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which those seeking indemnification or advancement of expenses may be entitled under any statute, rule or law, provisions of any resolution, agreement or otherwise specifically or in general terms, both as to action by a Member, Manager, officer, employee or agent in his or her official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be a Member, Manager, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Company shall not effect any sale of substantially all of its assets, merge, consolidate or effect other reorganizations unless the purchaser or surviving entity agrees to assume all such obligations of the Company.

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(h) The Company may purchase and maintain insurance on behalf of any person who is or was a Member, Manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of this Section.

(i) For the purposes of this Section, the Company shall be deemed to have requested a Manager, Member, officer, employee or agent of the Company to serve an employee benefit plan whenever the performance by such person of his or her duties to the Company also imposes duties on, or otherwise involves services by, such person to the plan or to participants in or beneficiaries of the plan; “fines” shall be deemed to include excise taxes assessed on such person with respect to an employee benefit plan pursuant to applicable law; and action taken or omitted by such person with respect to an employee benefit plan in the performance of his or her duties for a purpose reasonably believed by him or her to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company. Any indemnification under this Section with regard to any employee benefit plan shall apply notwithstanding any provisions of any employee benefit plan.

(j) If for any reason, any provision of this Section is held invalid, in whole or in part, such invalidity shall not affect any other provision or part of this Section not held so invalid, and each such other provision or part shall to the full extent consistent with law continue in full force and effect.

ARTICLE 6

CONFLICTS OF INTEREST

Section 6.1 Conflicts of Interest.

Any Manager or Officer that proposes to enter into a transaction, directly or indirectly, with the Company must first receive the approval of the Board. Any transaction described in this Section 6.1 that is not first approved by the Board shall, at the discretion of the Board, be null and void.

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ARTICLE 7

INCOME TAX MATTERS

Section 7.1 Federal, State and Local Income Taxes.

It is the intention of the Member that the existence of the Company be ignored for federal, state and local income tax purposes.

ARTICLE 8

DISSOLUTION

Section 8.1 Dissolution.

The Company shall be dissolved only upon the election of the Member. Dissolution of the Company shall be effective on the date designated by the Member.

ARTICLE 9

AMENDMENTS AND CONSENTS

Section 9.1 Amendments.

This Agreement and the Certificate of Formation may be amended only with the approval of the Member.

Section 9.2 Method of Giving Consent.

Any consent required by this Agreement must be in writing, and unless otherwise expressly agreed by the Member or the Managers as the case may be, must be given by the Member or Managers as the case may be, at or prior to the doing of the act or thing for which the consent is solicited.

ARTICLE 10

GENERAL PROVISIONS

Section 10.1 Headings.

The headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

Section 10.2 Governing Law.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware.

Section 10.3 Severability.

In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect and shall be enforced to the greatest extent permitted by law.

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Section 10.4 Waivers.

No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.

Section 10.5 Agreement; Effect of Inconsistencies with Act.

This Agreement shall govern the existence and organization of the Company, and except to the extent a provision of this Agreement expressly incorporates federal income tax rules by reference to sections of the Internal Revenue Code of 1986, as amended, or regulations thereto or is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule. To the extent any provision of this Agreement is invalid or unenforceable under the Act, the provisions of this Agreement shall be enforced to the maximum extent permitted in order to make this Agreement effective under the Act, and all other parts of this Agreement will remain in force.

IN WITNESS WHEREOF, the Member has executed this Agreement effective as of the date first written above.

MEMBER:
RUBY TUESDAY, INC.
By:	/s/ Daniel T. Cronk
Name:	Daniel T. Cronk
Title:	Senior Vice President

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EX-3.92

Exhibit 3.92

RT DENVER, INC.

ARTICLES OF INCORPORATION

I.

The name of the Corporation is:

RT Denver, Inc.

II.

The Corporation shall have authority to issue 1,000 shares of Common Stock having a par value of $.01 per share.

III.

The initial registered office of the Corporation shall be at Suite 660, 100 Peachtree Street, Atlanta, Georgia 30303 in Fulton County. The initial registered agent of the Corporation at such address shall be Corporation Service Company.

IV.

The name and address of the incorporator is:

Thomas R. McNeill, Esq.

Powell, Goldstein, Frazer & Murphy LLP Sixteenth Floor

191 Peachtree Street, N.E. Atlanta, Georgia 30303

V.

The mailing address of the initial principal office of the Corporation is 4721 Morrison Drive, Mobile, Alabama 36609.

VI.

No director shall have any personal liability to the Corporation or to its shareholders for monetary damages for breach of duty of care or other duty as a director, by reason of any act or omission occurring subsequent to the date when this provision becomes effective, except that this provision shall not eliminate or limit the liability of a director for (a) any appropriation, in violation of his duties, of any business opportunity of the Corporation; (b) acts or omissions which involve intentional misconduct or a knowing violation of law; (c) liabilities of a director imposed by Section 14-2-832 of the Georgia Business Corporation Code; or (d) any transaction from which the director derived an improper personal benefit.

VII.

Any action required by law or by the Bylaws of the Corporation to be taken at a meeting of the shareholders of the Corporation, and any action which may be taken at a meeting of the shareholders, may be taken without a meeting if a written consent, setting forth the action so taken, shall be signed by persons entitled to vote at a meeting those shares having sufficient voting power to cast not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote were present and voted. Notice of such action without a meeting by less than unanimous written consent shall be given within ten (10) days of the taking of such action to those shareholders of record on the date when the written consent is first executed and whose shares were not represented on the written consent.

VIII.

The Corporation shall indemnify its officers and directors and advance or reimburse expenses incurred to the fullest extent permitted under the Georgia Business Corporation Code. Such indemnification and advancement or reimbursement of expenses shall not be deemed exclusive of any additional indemnification that the Board of Directors may deem advisable or of any rights to which those indemnified may otherwise be entitled. The Board of Directors of the Corporation may determine from time to time whether and to what extent to maintain insurance providing indemnification for officers and directors and such insurance need not be limited to the Corporation’s power of indemnification under the Georgia Business Corporation Code.

IX.

The Corporation will make the request for publication of a notice of filing of the Articles of Incorporation and payment therefor as required by Section 14-2-201.1(b)of the Georgia Business Corporation Code.

IN WITNESS WHEREOF. the undersigned has executed these Articles of Incorporation as of this 24th day of December, 1997.

/s/ Thomas R. McNeill

Thomas R. McNeill, Incorporator

EX-3.93

Exhibit 3.93

BYLAWS

OF

RT DENVER, INC.

(a Georgia corporation)

ARTICLE I

OFFICES

The corporation shall at all times maintain a registered office in the State of Georgia and a registered agent at that address but may have other offices located within or without the State of Georgia as the Board of Directors may determine.

ARTICLE II

SHAREHOLDERS’ MEETINGS

2.1 Annual Meeting. A meeting of shareholders of the corporation shall be held annually. The annual meeting shall be held at such time and place on such date as the directors shall determine from time to time and as shall be specified in the notice of the meeting.

2.2 Special Meetings. A special meeting of the shareholders may be called at any time by the President or any holder or holders at least twenty-five percent of the outstanding capital stock of the corporation. Special meetings shall be held at such a time and place and on such date as shall be specified in the notice of the meeting.

2.3 Place. Annual or special meetings of shareholders may be held within or without the State of Georgia.

2.4 Notice. Notice of annual. or special. shareholders meetings stating place, day and hour of the meeting shall be given in writing not less than ten nor more than sixty days before the date of the meeting, either mailed to the last known address or personally given to each shareholder.

Notice of any special meeting of shareholders shall state the purpose or purposes for which the meeting is called. The notice of any meeting at which amendments to or restatements of the articles of incorporation, merger or share exchange of the corporation, or any other action that would entitle the shareholder to dissent and obtain payment for his, her or its shares under applicable Georgia law, are to be considered shall state such purpose, and shall further comply with all requirements of law. Notice of a meeting may be waived by an instrument in writing executed before or after the meeting. The waiver need not specify the purpose of the meeting or the business transacted, unless one of the purposes of the meeting concerns an amendment to the articles of incorporation, a plan of merger or share exchange, a sale of all or substantially all of the corporation’s assets, or any other action that would entitle the shareholder to dissent and obtain payment for his, her or its shares under applicable Georgia law, in which event the waiver shall comply with the further requirements of law concerning such waivers. Attendance at such meeting in person or by proxy shall constitute a waiver of notice thereof, unless the shareholder at the beginning of the meeting Objects to holding the meeting or transacting business at the meeting. Attendance at such meeting also waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

2.5 Quorum. At all meetings of shareholders, shares representing a majority of the votes entitled to be cast shall constitute a quorum for the transaction of business, and no resolution or business shall be transacted without the favorable vote of the holders of a majority of the shares represented at the meeting and entitled to vote. The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, may adjourn such meeting from time to time, and shall announce the time and place to which the meeting is adjourned. Every shareholder shall be entitled to vote in person or by proxy.

2.6 Action in Lieu of Meeting. Any action to be taken at a meeting of the shareholders of the corporation, or any action that may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by the holders of all of the shares (or valid proxies therefor) entitled to vote with respect to the subject matter thereof, or by the holders of such lesser number of shares (or valid proxies therefor) as may be required in accordance with any lawful provision of the Articles of Incorporation, provided that the corporation has complied with any further requirements of law pertaining to such consent.

ARTICLE III

DIRECTORS

3.1 Management. Subject to these Bylaws, or any lawful agreement between the shareholders, the full and entire management of the affairs and business of the corporation shall be vested in the Board of Directors, which shall have and may exercise all of the powers that may be exercised or performed by the corporation.

3.2 Number of Directors. The shareholders shall fix by resolution the precise number of members of the Board of Directors, provided that the Board of Directors shall consist of not fewer than one (1) nor more than seven (7) members. Directors shall be elected at each annual meeting of the shareholders, and a director shall serve for a term of one year and until his or her successor is elected and qualified or until his or her earlier resignation, removal from office or death. A majority of said directors shall constitute a quorum for the transaction of business. All resolutions adopted and all business transacted by the Board of Directors shall require the affirmative vote of a majority of the directors present at the meeting.

3.3 Vacancies. Either the shareholders or the directors may fill the place of any director which may become vacant prior to the expiration of his or her term, or may fill any directorship created by reason of an increase in the number of directors, such appointment to continue until the expiration of the term of the director whose place has become vacant, or until the next election of directors by the shareholders and until the election and qualification of his or her successor, or until his or her earlier resignation, removal from office or death.

3.4 Meetings. The directors shall meet annually, without notice, following the annual meeting of the shareholders. Special meetings of the directors may be called at any time by the President or by any two directors, on two days written notice to each director, which notice shall specify the time and place of the meeting. Notice of any such meeting may be waived by an instrument in writing executed before or after the meeting. Directors may attend and participate in meetings either in person or by means of conference telephones or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such communications equipment shall constitute presence in person at any meeting. Attendance in person at such meeting shall constitute a waiver of notice thereof, unless the director at the beginning of the meeting (or promptly upon his or her arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

3.5 Quorum. A majority of the directors shall constitute a quorum for the transaction of business. AU resolutions adopted and all business transacted by the directors shall require the affirmative vote of a majority of the directors present at the meeting.

3.6 Action in Lieu of Meeting. Any action to be taken at a meeting of the directors, or any action that may be taken at a meeting of the directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, provided that the corporation has complied with any further requirements of law pertaining to such consent.

3.7 Removal. Any director may be removed from office, with or without cause, upon the vote of the shareholders, at a meeting with respect to which notice of such purpose is given.

ARTICLE IV

OFFICERS

4.1 General Provisions. The officers of the corporation shall consist of a President and a Secretary who shall be elected by the Board of Directors. and such other officers as may be elected by the Board of Directors or appointed as provided in these Bylaws. Each officer shall be elected or appointed for a term of office running until the meeting of the Board of Directors following the next annual meeting of the shareholders of the corporation, or such other term as provided by resolution of the Board of Directors or the appointment to office. Each officer shall serve for the term of office for which he or she is elected or appointed and until his or her successor has been elected or appointed and has qualified or his or her earlier resignation, removal from office or death. Any two or more offices may be held by the same person.

4.2 . President. The President shall be the chief executive officer of the corporation and shall have general and active management of the operation of the corporation. He or she shall be responsible for the administration of the corporation, including general supervision of the policies of the corporation and general and active management of the financial affairs of the corporation, and shall execute bonds, mortgages or other contracts in the name and on behalf of the corporation. The President shall have all such powers and duties as generally are incident to the position of President, and shall perform such other duties and have such other powers as may from time to time be delegated to him or her by the Board of Directors.

4.3 Secretary. The Secretary shall keep minutes of all meetings of the shareholders and directors and have charge of the minute books, stock books and seal of the corporation and shall perform such other duties and have such other powers as may from time to time be delegated to him or her by the President or the Board of Directors.

4.4 Treasurer. The Treasurer, if one is elected, shall be charged with the management of the financial affairs of the corporation, shall have the power to recommend action concerning the corporation’s affairs to the President, and shall perform such other duties and have such other powers as may from time to time be delegated to him or her by the President or the Board of Directors.

4.5 Assistant Secretaries and Treasurers. Assistants to the Secretary and Treasurer may be appointed by the President or elected by the Board of Directors and shall perform such duties and have such powers as shall be delegated to them by the President or the Board of Directors.

4.6 Vice Presidents. The corporation may have one or more Vice Presidents, elected by the Board of Directors, who shall perform such duties and have such powers as may be delegated by the President or the Board of Directors.

ARTICLE V

CAPITAL STOCK

5.1 Share Certificates. Share certificates shall be numbered in the order in which they are issued. They shall be signed by the President and the Secretary and the seal of the corporation shall be affixed thereto. Share certificates shall be kept in a book and shall be issued in consecutive order therefrom. The name of the person owning the shares, the number of shares, and the date of issue shall be entered on the stub of each certificate. Share certificates exchanged or returned shall be cancelled by the Secretary and placed in their original place in the stock book.

5.2 Transfer of Shares. Transfers of shares shall be made on the stock books of the corporation by the holder in person or by power of attorney, on surrender of the old certificate for such shares, duly assigned.

5.3 Voting. The holders of the capital stock shall be entitled to one vote for each share of stock standing in their name.

ARTICLE VI

SEAL

The seal of the corporation shall be in such form as the Board of Directors may from time to time determine. In the event it is inconvenient to use such a seal at any time, the signature of the corporation followed by the word “Seal” enclosed in parentheses or scroll shall be deemed the seal of the corporation. The seal shall be in the custody of the Secretary and affixed by him or by his assistants on the certificates of stock and other appropriate papers.

ARTICLE VII

AMENDMENT

These Bylaws may be amended by majority vote of the Board of Directors of the corporation or by vote of the shareholders holding a majority of the shares entitled to vote, provided that the shareholders may provide by resolution that any Bylaw provision repealed, amended, adopted or altered by them may not be repealed, amended, adopted or altered by the Board of Directors.

ARTICLE VIII

INDEMNIFICATION

8.1 Authority to Indemnify. The corporation shall indemnify or obligate itself to indemnify an individual made a party to a proceeding because he or she is or was a director, officer, employee or agent of the corporation (or was serving at the request of the corporation as a director, officer or employee or agent of another corporation, partnership, joint venture, trust or other enterprise) for reasonable expenses, judgments, fines, penalties and amounts paid in settlement (including attorneys’ fees), incurred in connection with the proceeding if the individual acted in manner he or she believed in good faith to be in or not opposed to the best interests of the corporation and, in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director, officer, employee or agent did not meet the standard of conduct set forth above. Indemnification permitted under this action in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.

8.2 Mandatory Indemnification. To the extent that a director, officer, employee or agent of the corporation has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party, or in defense of any claim, issue, or matter therein, because he or she is or was a director, officer, employee or agent of the corporation, the corporation shall. indemnify such director, employee or agent against reasonable expenses incurred by him or her in connection therewith.

8.3 Advance for Expenses. The corporation shall pay for or reimburse the reasonable expenses incurred by a director, officer, employee or agent of the corporation who is a party to a proceeding in advance of final disposition of the proceeding if (a) he or she furnishes the corporation a written affirmation of his or her good faith belief that he or she has met the standard of conduct set forth in Section 8.1 of this section, and (b) he or she furnishes the corporation a written undertaking, executed personally or on his or her behalf, to repay any advances if it is ultimately determined that he or she is not entitled to indemnification. The undertaking required by this Section 8.3 must be an unlimited general obligation but need not be secured and may be accepted without reference to financial ability to make repayment.

8.4 Court-ordered Indemnification and Advances for Expenses. A director, officer, employee or agent of the corporation who is a party to a proceeding may apply for indemnification or advances for expenses to the court conducting the proceeding or to another court of competent jurisdiction.

8.5 Determination of Indemnification. Except as provided in Section 8.2 and except as may be ordered by the court, the corporation may not indemnify a director, officer, employee or agent under Section 8.1 unless authorized thereunder and a determination has been made in the specific case that indemnification of such director, officer, employee or agent is permissible in the circumstances because he or she has met the standard of conduct set forth in Section 8.1. The determination shall be made:

(a) By the Board of Directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding;

(b) If a quorum cannot be obtained, by majority vote of a committee duly designated by the Board of Directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding;

(c) By special legal counsel:

(i) Selected by the Board of Directors or its committee in the manner prescribed in paragraph (a) or (b) of this Section 8.5; or

(ii) If a quorum of the Board of Directors cannot be obtained and a committee cannot be designated, selected by majority vote of the full Board of Directors (in which selection directors who are parties may participate); or

(d) By the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.

8.6 Authorization of Indemnification. Authorization of indemnification or an obligation to indemnify and evaluation as the reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (c) of Section 8.5 to select counsel.

8.7 Other Rights. The indemnification and advancement of expenses provided by or granted pursuant to this Article Eight shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, resolution, agreement or contract either specifically or in general terms approved by the affirmative vote of the holders of a majority of the shares entitled to vote thereon taken at a meeting the notice of which specified that such bylaw, resolution or agreement would be placed before the shareholders, both as to action by a director, trustee, officer, employee or agent in his or her official capacity and as to action in another capacity while holding such office or position; except that no such other rights, in respect to indemnification or otherwise, may be provided or granted to a director, trustee, officer, employee or agent pursuant to this Section 8.7 by the corporation for liability for (a) any appropriation, in violation of his or her duties, of any business opportunity of the corporation; (b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) the types of liability set forth in Section 14-2-832 of the Georgia Business Corporation Code dealing with illegal or unauthorized distributions of corporate assets, whether as dividends or in liquidation of the corporation or otherwise; or (d) any transaction from which the director derived an improper personal benefit.

8.8 Insurance. The corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent of the corporation or who, while a director, officer, employee or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director, officer, employee or agent whether or not the corporation would have power to indemnify him or her against the same liability under this Article Eight.

8.9 Continuation of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article Eight shall continue as to a person who has ceased to be a director, trustee, officer, employee or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

EX-3.94

Exhibit 3.94

RT LOUISVILLE, INC.

ARTICLES OF INCORPORATION

I.

The name of the Corporation is:

RT Louisville, Inc.

II.

The Corporation shall have authority to issue 1,000 shares of Common Stock having a par value of $.01 per share.

III.

The initial registered office of the Corporation shall be at Suite 660, 100 Peachtree Street, Atlanta, Georgia 30303 in Fulton County. The initial registered agent of the Corporation at such address shall be Corporation Service Company.

IV.

The name and address of the incorporator is:

Carol D. Newman

Powell, Goldstein, Frazer & Murphy LLP

Sixteenth Floor

191 Peachtree Street, N.E.

Atlanta, Georgia 30303

v.

The mailing address of the initial principal office of the Corporation is 4721 Morrison Drive, Mobile, Alabama 36609.

VI.

No director shall have any personal liability to the Corporation or to its shareholders for monetary damages for breach of duty of care or other duty as a “director” by reason of any act or omission occurring subsequent to the date when this provision becomes effective. except that this provision shall not eliminate or limit the liability of a director for (a) any appropriation, in violation of his duties, of any business opportunity of the Corporation; (b) acts or omissions which involve intentional misconduct or a knowing violation of law; (c) liabilities of a director imposed by Section 14-2-382. of the Georgia Business Corporation Code; or (d) any transaction from which the director derived an improper. personal benefit.

VII.

Any action required by law or by the Bylaws of the Corporation to be taken at a meeting of the shareholders of the Corporation, and any action which may be taken at a meeting of the shareholders, may be taken without a meeting if a written consent, setting forth the action so taken, shall be signed by persons entitled to vote at a meeting those shares having sufficient voting power to cast not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote were present and voted. Notice of such action without a meeting by less ( than unanimous written consent shall be given within ten (10) days of the taking of such action to those shareholders of record on the date when the written consent is first executed and whose shares were not represented on the written consent.

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VIII.

The Corporation shall indemnify its officers and directors and advance or reimburse expenses incurred to the fullest extent permitted under the Georgia Business Corporation Code. Such indemnification and advancement or reimbursement of expenses shall not be deemed exclusive of any additional indemnification that the Board of Directors may deem advisable or of any rights to which those indemnified may otherwise be entitled. The Board of Directors of the Corporation may determine from time to time whether and to what extent to maintain insurance providing indemnification for officers and directors and such insurance need not be limited to the Corporation’s power of indemnification under the Georgia Business Corporation Code.

IX.

The Corporation will make the request for publication of a notice of filing of the Articles of Incorporation and payment therefor as required by Section 14-2-201.1(b) of the Georgia Business Corporation Code.

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IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation as of this 1^st of July. 1997.

/s/ Carol D. Newman

Carol D. Newman, Incorporator

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EX-3.95

Exhibit 3.95

BYLAWS

OF

RT LOUISVILLE, INC.

ARTICLE I

OFFICES

The corporation shall at all times maintain a registered office in the State of Georgia and a registered agent at that address but may have other offices located within or without the State of Georgia as the Board of Directors may determine.

ARTICLE II

SHAREHOLDERS’ MEETINGS

2.1 Annual Meeting. A meeting of shareholders of the corporation shall be held annually. The annual meeting shall be held at such time and place on such date as the directors shall determine from time to time and as shall be specified in the notice of the meeting.

2.2 Special Meetings. A special meeting of the shareholders may be called at any time by the President or any holder or holders of as much as twenty-five percent of the votes entitled to be cast on any issue proposed to be considered at the meeting. Special meetings shall be held at such a time and place and on such date as shall be specified in the notice of the meeting.

2.3 Place. Annual or special meetings of shareholders may be held within or without the State of Georgia.

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2.4 Notice. Notice of annual or special shareholders meetings stating place, day and hour of the meeting shall be given in writing not less than ten nor more than sixty days before the date of the meeting, either mailed to the last known address or personally given to each shareholder. Notice of a meeting may be waived by an instrument in writing executed before or after the meeting. The waiver need not specify the purpose of the meeting or the business transacted, unless one of the purposes of the meeting concerns a plan of merger or consolidation, in which event the waiver shall comply with the further requirements of law concerning such waivers. Attendance at such meeting in person or by proxy shall constitute a waiver of notice thereof. Notice of any special meeting of shareholders shall state the purpose or purposes for which the meeting is called. The notice of any meeting at which amendments to or restatements of the articles of incorporation, merger or consolidation of the corporation, or the disposition of corporate assets requiring shareholder approval are to be considered shall state such purpose, and further comply with all requirements of law.

2.5 Quorum. At all meetings of shareholders, shares representing a majority of the votes entitled to be cast shall constitute a quorum for the transaction of business, and no resolution or business shall be transacted without the favorable vote of the holders of a majority of the shares represented at the meeting and entitled to vote. A lesser number may adjourn from day to day, and shall announce the time and place to which the meeting is adjourned.

2.6 Action in Lieu of Meeting. Any action to be taken at a meeting of the shareholders of the corporation, or any action that may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by the holders of all of the shares entitled to vote with respect to the subject matter thereof, or by the holders of such lesser number of shares as may be required in accordance with any lawful provision of the Articles of Incorporation, and any further requirements of law pertaining to such consents have been complied with.

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ARTICLE III

DIRECTORS

3.1 Management. Subject to these Bylaws, or any lawful agreement between the shareholders, the full and entire management of the affairs and business of the corporation shall be vested in the Board of Directors, which shall have and may exercise all of the powers that may be exercised or performed by the corporation.

3.2 Number of Directors. The shareholders shall fix by resolution the precise number of members of the Board of Directors, provided that the Board of Directors shall consist of not fewer than one (1) nor more than seven (7) members. Directors shall be elected at each annual meeting of the shareholders and shall serve for a term of one year and until their successors are elected. A majority of said directors shall constitute a quorum for the transaction of business. All resolutions adopted and all business transacted by the Board of Directors shall require the affirmative vote of a majority of the directors present at the meeting.

3.3 Vacancies. The directors may fill the place of any director which may become vacant prior to the expiration of his term, such appointment by the directors to continue until the expiration of the term of the director whose place has become vacant, or may fill any directorship created by reason of an increase in the number of directors, such appointment by the directors to continue for a term of office until the next election of directors by the shareholders and until the election of the successor.

3.4 Meetings. The directors shall meet annually, without notice, following the annual meeting of the shareholders. Special meetings of the directors may be called at any time by the President or by any two directors, on two days’ notice to each director, which notice shall specify the time and place of the meeting. Notice of any such meeting may be waived by an

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instrument in writing executed before or after the meeting. Directors may attend and participate in meetings either in person or by means of conference telephones or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such communication equipment shall constitute presence in person at any meeting. Attendance in person at such meeting shall constitute a waiver of notice thereof.

3.5 Action in Lieu of Meeting. Any action to be taken at a meeting of the directors, or any action that may be taken at a meeting of the directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors and any further requirements of law pertaining to such consents have been complied with.

3.6 Removal. Any director may be removed from office, with or without cause, upon the vote of the shareholders holding a majority of the shares entitled to be cast with respect to the election of directors, at a meeting with respect to which notice of such purpose is given.

ARTICLE IV

OFFICERS

4.1 General Provisions. The officers of the corporation shall consist of a President and a Secretary who shall be elected by the Board of Directors, and such other officers as may be elected by the Board of Directors or appointed as provided in these Bylaws. Each officer shall be elected or appointed for a term of office running until the meeting of the Board of Directors following the next annual meeting of the shareholders of the corporation, or such other term as provided by resolution of the Board of Directors or the appointment to office. Each officer shall serve for the term of office for which he is elected or appointed and until his successor has been elected or appointed and has qualified or his earlier resignation, removal from office or death. Any two or more offices may be held by the same person.

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4.2 President. The President shall be the chief executive officer of the corporation and shall have general and active management of the operation of the corporation. He shall be responsible for the administration of the corporation, including general supervision of the policies of the corporation and general and active management of the financial affairs of the corporation, and shall execute bonds, mortgages or other contracts in the name and on behalf of the corporation.

4.3 Secretary. The Secretary shall keep minutes of all meetings of the shareholders and directors and have charge of the minute books, stock books and seal of the corporation and shall perform such other duties and have such other powers as may from time to time be delegated to him by the President or the Board of Directors.

4.4 Treasurer. The Treasurer, if one is elected, shall be charged with the management of the financial affairs of the corporation, shall have the power to recommend action concerning the corporation’s affairs to the President, and shall perform such other duties and have such other powers as may from time to time be delegated to him by the President or the Board of Directors.

4.5 Assistant Secretaries and Treasurers. Assistants to the Secretary and Treasurer may be appointed by the President or elected by the Board of Directors and shall perform such duties and have such powers as shall be delegated to them by the President or the Board of Directors.

4.6 Vice Presidents. The corporation may have one or more Vice Presidents, elected by the Board of Directors, who shall perform such duties and have such powers as may be delegated by the President or the Board of Directors.

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ARTICLE V

CAPITAL STOCK

5.1 Share Certificates. Share certificates shall be numbered in the order in which they are issued. They shall be signed by the President and the Secretary and the seal of the corporation shall be affixed thereto. Share certificates shall be kept in a book and shall be issued in consecutive order therefrom. The name of the person owning the shares, the number of shares, and the date of issue shall be entered on the stub of each certificate. Share certificates exchanged or returned shall be cancelled by the Secretary and placed in their original place in the stock book.

5.2 Transfer of Shares. Transfers of shares shall be made on the stock books of the corporation by the holder in person or by power of attorney. on surrender of the old certificate for such shares, duly assigned.

5.3 Voting. The holders of the capital stock shall be entitled to one vote for each share of stock standing in their name.

ARTICLE VI

SEAL

The seal of the corporation shall be in such form as the Board of Directors may from time to time determine. In the event it is inconvenient to use such a seal at any time, the signature of the corporation followed by the word “Seal” enclosed in parentheses or scroll shall be deemed the seal of the corporation. The seal shall be in the custody of the Secretary and affixed by him or by his assistants on the certificates of stock and other appropriate papers.

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ARTICLE VII

AMENDMENT

These Bylaws may be amended by majority vote of the Board of Directors of the corporation or by vote of the shareholders holding a majority of the shares entitled to vote, provided that the shareholders may provide by resolution that any Bylaw provision repealed, amended, adopted or altered by them may not be repealed, amended, adopted or altered by the Board of Directors.

ARTICLE VIII

INDEMNIFICATION

Each person who is or was a director or officer of the corporation, and each person who is Of was a director or officer of the corporation who at the request of the corporation is serving or has served as an officer, director, partner, joint venturer or trustee of another corporation, partnership, joint venture, trust or other enterprise shall be indemnified by the corporation against those expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement which are allowed to be paid or reimbursed by the corporation under the laws of the State of Georgia and which are actually and reasonably incurred in connection with any action, suit or proceeding, pending or threatened, whether civil, criminal, administrative or investigative, in which such person may be involved by reason of his being or having been a director Of officer of this corporation or of any such other enterprise. Such indemnification shall be made only in accordance with the laws of the State of Georgia and subject to the conditions prescribed therein.

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In any instance where the laws of the State of Georgia permit indemnification to be provided to persons who are or have been an officer or director of the corporation or who are or have been an officer, director, partner, joint venturer or trustee of any such other enterprise only on a determination that certain specified standards of conduct have been met, upon application for indemnification by any such person the corporation shall promptly cause such determination to be made (i) by the Board of Directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding; (ii) if a quorum cannot be obtained, by majority vote of a committee duly designated by the Board of Directors (in which designation directors who are parties may participate), consisting of two or more directors not at the time parties to the proceeding; (iii) by special legal counsel selected by the Board of Directors or its committee in the manner prescribed in (i) or (ii), or if a quorum of the Board of Directors cannot be obtained under (i), and a committee cannot be designated under (ii), selected by majority vote of the full Board of Directors (in which selection directors who are parties may participate); or (iv) by the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.

As a condition to any such right of indemnification, the corporation may require that it be permitted to participate in the defense of any such action or proceeding through legal counsel designated by the corporation and at the expense of the corporation.

The corporation may purchase and maintain insurance on behalf of any such persons whether or not the corporation would have the power to indemnify such officers and directors against any liability under the laws of the State of Georgia. If any expenses or other amounts are paid by way of indemnification, other than by court order, action by shareholders or by an insurance carrier, the corporation shall provide notice of such payment to the shareholders in accordance with the provisions of the laws of the State of Georgia.

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EX-3.96

Exhibit 3.96

RT ORLANDO, INC.

ARTICLES OF INCORPORATION

I.

The name of the Corporation is:

RT Orlando, Inc.

II.

The Corporation shall have authority to issue 1,000 shares of Common Stock having a par value of $.01 per share.

III.

The initial registered office of the Corporation shall be at Suite 660, 100 Peachtree Street, Atlanta, Georgia 30303 in Fulton County. The initial registered agent of the Corporation at such address shall be Corporation Service Company.

IV.

The name and address of the incorporator is:

Thomas R. McNeill

Powell, Goldstein, Frazer & Murphy LLP

Sixteenth Floor

191 Peachtree Street, N.E.

Atlanta, Georgia 30303

V.

The mailing address of the initial principal office of the Corporation is 4721 Morrison Drive, Mobile, Alabama 36609.

VI.

No director shall have any personal liability to the Corporation or to its shareholders for monetary damages for breach of duty of care or other duty as a director, by reason of any act or omission occurring subsequent to the date when this provision becomes effective, except that this provision shall not eliminate or limit the liability of a director for (a) any appropriation, in violation of his duties, of any business opportunity of the Corporation; (b) acts or omissions which involve intentional misconduct or a knowing violation of law; (c) liabilities of a director imposed by Section 14-2-832 of the Georgia Business Corporation Code; or (d) any transaction from which the director derived an improper personal benefit.

VII.

Any action required by law or by the Bylaws of the Corporation to be taken at a meeting of the shareholders of the Corporation, and any action which may be taken at a meeting of the shareholders, may be taken without a meeting if a written consent, setting forth the action so taken, shall be signed by persons entitled to vote at a meeting those shares having sufficient voting power to cast not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote were present and voted. Notice of such action without a meeting by less than unanimous written consent shall be given within ten (10) days of the taking of such action to those shareholders of record on the date when the written consent is first executed and whose shares were not represented on the written consent.

VIII.

The Corporation shall indemnify its officers and directors and advance or reimburse expenses incurred to the fullest extent permitted under the Georgia Business Corporation Code. Such indemnification and advancement or reimbursement of expenses shall not be deemed exclusive of any additional indemnification that the Board of Directors may deem advisable or of any rights to which those indemnified may otherwise be entitled. The Board of Directors of the Corporation may determine from time to time whether and to what extent to maintain insurance providing indemnification for officers and directors and such insurance need not be limited to the Corporation’s power of indemnification under the Georgia Business Corporation Code.

IX.

The Corporation will make the request for publication of a notice of filing of the Articles of Incorporation and payment therefor as required by Section 14-2-201.I(b) of the Georgia Business Corporation Code.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation as of this 9^th day of June, 1997.

/s/ Thomas R. McNeill

Thomas R. McNeill, Incorporator

EX-3.97

Exhibit 3.97

BYLAWS

OF

RT ORLANDO, INC.

ARTICLE I

OFFICES

The corporation shall at all times maintain a registered office in the State of Georgia and a registered agent at that address but may have other offices located within or without the State of Georgia as the Board of Directors may determine.

ARTICLE II

SHAREHOLDERS’ MEETINGS

2.1 Annual Meeting. A meeting of shareholders of the corporation shall be held annually. The annual meeting shall be held at such time and place on such date as the directors shall determine from time to time and as shall be specified in the notice of the meeting.

2.2 Special Meetings. A special meeting of the shareholders may be called at any time by the President or any holder or holders of as much as twenty-five percent of the votes entitled to be cast on any issue proposed to be considered at the meeting. Special meetings shall be held at such a time and place and on such date as shall be specified in the notice of the meeting.

2.3 Place. Annual or special meetings of shareholders may be held within or without the State of Georgia.

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2.4 Notice. Notice of annual or special shareholders meetings stating place, day and hour of the meeting shall be given in writing not less than ten nor more than sixty days before the date of the meeting, either mailed to the last known address or personally given to each shareholder. Notice of a meeting may be waived by an instrument in writing executed before or after the meeting. The waiver need not specify the purpose of the meeting or the business transacted, unless one of the purposes of the meeting concerns a plan of merger or consolidation, in which event the waiver shall comply with the further requirements of law concerning such waivers. Attendance at such meeting in person or by proxy shall constitute a waiver of notice thereof. Notice of any special meeting of shareholders shall state the purpose or purposes for which the meeting is called. The notice of any meeting at which amendments to or restatements of the articles of incorporation, merger or consolidation of the corporation, or the disposition of corporate assets requiring shareholder approval are to be considered shall state such purpose, and further comply with all requirements of law.

2.5 Quorum. At all meetings of shareholders, shares representing a majority of the votes entitled to be cast shall constitute a quorum for the transaction of business, and no resolution or business shall be transacted without the favorable vote of the holders of a majority of the shares represented at the meeting and entitled to vote. A lesser number may adjourn from day to day, and shall announce the time and place to which the meeting is adjourned.

2.6 Action in Lieu of Meeting. Any action to be taken at a meeting of the shareholders of the corporation, or any action that may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by the holders of all of the shares entitled to vote with respect to the subject matter thereof, or by the holders of such lesser number of shares as may be required in accordance with any lawful provision of the Articles of Incorporation, and any further requirements of law pertaining to such consents have been complied with.

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ARTICLE III

DIRECTORS

3.1 Management. Subject to these Bylaws, or any lawful agreement between the shareholders. the full and entire management of the affairs and business of the corporation shall be vested in the Board of Directors, which shall have and may exercise all of the powers that may be exercised or performed by the corporation.

3.2 Number of Directors. The shareholders shall fix by resolution the precise number of members of the Board of Directors, provided that the Board of Directors shall consist of not fewer than one (1) nor more than seven (7) members. Directors shall be elected at each annual meeting of the shareholders and shall serve for a term of one year and until their successors are elected. A majority of said directors shall constitute a quorum for the transaction of business. All resolutions adopted and all business transacted by the Board of Directors shall require the affirmative vote of a majority of the directors present at the meeting.

3.3 Vacancies. The directors may fill the place of any director which may become vacant prior to the expiration of his term, such appointment by the directors to continue until the expiration of the term of the director whose place has become vacant, or may fill any directorship created by reason of an increase in the number of directors, such appointment by the directors to continue for a term of office until the next election of directors by the shareholders and until the election of the successor.

3.4 Meetings. The directors shall meet annually, without notice, following the annual meeting of the shareholders. Special meetings of the directors may be called at any time by the President or by any two directors, on two days’ notice to each director, which notice shall specify the time and place of the meeting. Notice of any such meeting may be waived by an

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instrument in writing executed before or after the meeting. Directors may attend and participate in meetings either in person or by means of conference telephones or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such communication equipment shall constitute presence in person at any meeting. Attendance in person at such meeting shall constitute a waiver of notice thereof.

3.5 Action in Lieu of Meeting. Any action to be taken at a meeting of the directors, or any action that may be taken at a meeting of the directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors and any further requirements of law pertaining to such consents have been complied with.

3.6 Removal. Any director may be removed from office, with or without cause, upon the vote of the shareholders holding a majority of the shares entitled to be cast with respect to the election of directors, at a meeting with respect to which notice of such purpose is given.

ARTICLE IV

OFFICERS

4.1 General Provisions. The officers of the corporation shall consist of a President and a Secretary who shall be elected by the Board of Directors, and such other officers as may be elected by the Board of Directors or appointed as provided in these Bylaws. Each officer shall be elected or appointed for a term of office running until the meeting of the Board of Directors following the next annual meeting of the shareholders of the corporation, or such other term as provided by resolution of the Board of Directors or the appointment to office. Each officer shall serve for the term of office for which he is elected or appointed and until his successor has been elected or appointed and has qualified or his earlier resignation, removal from office or death. Any two or more offices may be held by the same person.

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4.2 President. The President shall be the chief executive officer of the corporation and shall have general and active management of the operation of the corporation. He shall be responsible for the administration of the corporation, including general supervision of the policies of the corporation and general and active management of the financial affairs of the corporation, and shall execute bonds, mortgages or other contracts in the name and on behalf of the corporation.

4.3 Secretary. The Secretary shall keep minutes of all meetings of the shareholders and directors and have charge of the minute books, stock books and seal of the corporation and shall perform such other duties and have such other powers as may from time to time be delegated to him by the President or the Board of Directors.

4.4 Treasurer. The Treasurer, if one is elected, shall be charged with the management of the financial affairs of the corporation, shall have the power to recommend action concerning the corporation’s affairs to the President, and shall perform such other duties and have such other powers as may from time to time be delegated to him by the President or the Board of Directors.

4.5 Assistant Secretaries and Treasurers. Assistants to the Secretary and Treasurer may be appointed by the President or elected by the Board of Directors and shall perform such duties and have such powers as shall be delegated to them by the President or the Board of Directors.

4.6 Vice Presidents. The corporation may have one or more Vice Presidents, elected by the Board of Directors, who shall perform such duties and have such powers as may be delegated by the President or the Board of Directors.

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ARTICLE V

CAPITAL STOCK

5.1 Share Certificates. Share certificates shall be numbered in the order in which they are issued. They shall be signed by the President and the Secretary and the seal of the corporation shall be affixed thereto. Share certificates shall be kept in a book and shall be issued in consecutive order therefrom. The name of the person owning the shares, the number of shares, and the date of issue shall be entered on the stub of each certificate. Share certificates exchanged or returned shall be cancelled by the Secretary and placed in their original place in the stock book.

5.2 Transfer of Shares. Transfers of shares shall be made on the stock books of the corporation by the holder in person or by power of attorney, on surrender of the old certificate for such shares, duly assigned.

5.3 Voting. The holders of the capital stock shall be entitled to one vote for each share of stock standing in their name.

ARTICLE VI

SEAL

The seal of the corporation shall be in such form as the Board of Directors may from time to time determine. In the event it is inconvenient to use such a seal at any time, the signature of the corporation followed by the word “Seal” enclosed in parentheses or scroll shall be deemed the seal of the corporation. The seal shall be in the custody of the Secretary and affixed by him or by his assistants on the certificates of stock and other appropriate papers.

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ARTICLE VII

AMENDMENT

These Bylaws may be amended by majority vote of the Board of Directors of the corporation or by vote of the shareholders holding a majority of the shares entitled to vote, provided that the shareholders may provide by resolution that any Bylaw provision repealed, amended, adopted or altered by them may not be repealed, amended, adopted or altered by the Board of Directors.

ARTICLE VIII

INDEMNIFICATION

Each person who is or was a director or officer of the corporation, and each person who is or was a director or officer of the corporation who at the request of the corporation is serving or has served as an officer, director, partner, joint venturer or trustee of another corporation, partnership, joint venture, trust or other enterprise shall be indemnified by the corporation against those expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement which are allowed to be paid or reimbursed by the corporation under the laws of the State of Georgia and which are actually and reasonably incurred in connection with any action, suit Of proceeding, pending or threatened, whether civil, criminal, administrative or investigative, in which such person may be involved by reason of his being or having been a director or officer of this corporation or of any such other enterprise. Such indemnification shall be made only in accordance with the laws of the State of Georgia and subject to the conditions prescribed therein.

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In any instance where the laws of the State of Georgia permit indemnification to be provided to persons who are or have been an officer or director of the corporation or who are or have been an officer, director, partner, joint venturer or trustee of any such other enterprise only on a determination that certain specified standards of conduct have been met, upon application for indemnification by any such person the corporation shall promptly cause such determination to be made (i) by the Board of Directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding; (ii) if a quorum cannot be obtained, by majority vote of a committee duly designated by the Board of Directors (in which designation directors who are parties may participate), consisting of two or more directors not at the time parties to the proceeding; (iii) by special legal counsel selected by the Board of Directors or its committee in the manner prescribed in (i) or (ii), or if a quorum of the Board of Directors cannot be obtained under (i), and a committee cannot be designated under (ii), selected by majority vote of the full Board of Directors (in which selection directors who are parties may participate); or (iv) by the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.

As a condition to any such right of indemnification, the corporation may require that it be permitted to participate in the defense of any such action or proceeding through legal counsel designated by the corporation and at the expense of the corporation.

The corporation may purchase and maintain insurance on behalf of any such persons whether or not the corporation would have the power to indemnify such officers and directors against any liability under the laws of the State of Georgia. If any expenses or other amounts are paid by way of indemnification, other than by court order, action by shareholders or by an insurance carrier, the corporation shall provide notice of such payment to the shareholders in accordance with the provisions of the laws of the State of Georgia.

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EX-3.98

Exhibit 3.98

RT SOUTH FLORIDA, INC.

ARTICLES OF INCORPORATION

I.

The name of the Corporation is:

RT South Florida, Inc.

II.

The Corporation shall have authority to issue 1,000 shares of Common Stock having a par value of $.01 per share.

III.

The initial registered office of the Corporation shall be at Suite 660, 100 Peachtree Street, Atlanta, Georgia 30303 in Fulton County. The initial registered agent of the Corporation at such address shall be Corporation Service Company.

IV.

The name and address of the incorporator is: Thomas R. McNeill

Powell, Goldstein, Frazer & Murphy LLP Sixteenth Floor

191 Peachtree Street, N.E. Atlanta, Georgia 30303

V.

The mailing address of the initial principal office of the Corporation is 4721 Morrison Drive, Mobile, Alabama 36609.

VI.

No director shall have any personal liability to the Corporation or to its shareholders for monetary damages for breach of duty of care or other duty as a director, by reason of any act or omission occurring subsequent to the date when this provision becomes effective, except that this provision shall not eliminate or limit the liability of a director for (a) any appropriation, in violation of his duties, of any business opportunity of the Corporation; (b) acts or omissions which involve intentional misconduct or a knowing violation of law; (c) liabilities of a director imposed by Section 14-2-832 of the Georgia Business Corporation Code; or (d) any transaction from which the director derived an improper personal benefit.

VII.

Any action required by law or by the Bylaws of the Corporation to be taken at a meeting of the shareholders of the Corporation, and any action which may be taken at a meeting of the shareholders, may be taken without a meeting if a written consent, setting forth the action so taken, shall be signed by persons entitled to vote at a meeting those shares having sufficient voting power to cast not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote were present and voted. Notice of such action without a meeting by less than unanimous written consent shall be given within ten (10) days of the taking of such action to those shareholders of record on the date when the written consent is first executed and whose shares were not represented on the written consent.

VIII.

The Corporation shall indemnify its officers and directors and advance or reimburse expenses incurred to the fullest extent permitted under the Georgia Business Corporation Code. Such indemnification and advancement or reimbursement of expenses shall not be deemed exclusive of any additional indemnification that the Board of Directors may deem advisable or of any rights to which those indemnified may otherwise be entitled. The Board of Directors of the Corporation may determine from time to time whether and to what extent to maintain insurance providing indemnification for officers and directors and such insurance need not be limited to the Corporation’s power of indemnification under the Georgia Business Corporation Code.

IX.

The Corporation will make the request for publication of a notice of filing of the Articles of Incorporation and payment therefor as required by Section 14-2-201.1(b) of the Georgia Business Corporation Code.

IN WITNESS WHEREOF, the. undersigned has executed these Articles of Incorporation as of this 9^th of June, 1997.

/s/ Thomas R McNeill

Thomas R. McNeill, Incorporator

EX-3.99

Exhibit 3.99

BYLAWS

OF

RT SOUTH FLORIDA, INC.

ARTICLE I

OFFICES

The corporation shall at all times maintain a registered office in the State of Georgia and a registered agent at that address but may have other offices located within or without the State of Georgia as the Board of Directors may determine.

ARTICLE II

SHAREHOLDERS’ MEETINGS

2.1 Annual Meeting. A meeting of shareholders of the corporation shall be held annually. The annual meeting shall be held at such time and place on such date as the directors shall determine from time to time and as shall be specified in the notice of the meeting.

2.2 Special Meetings. A special meeting of the shareholders may be called at any time by the President or any holder or holders of as much as twenty-five percent of the votes entitled to be cast on any issue proposed to be considered at the meeting. Special meetings shall be held at such a time and place and on such date as shall be specified in the notice of the meeting.

2.3 Place. Annual or special meetings of shareholders may be held within or without the State of Georgia.

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2.4 Notice. Notice of annual or special shareholders meetings stating place, day and hour of the meeting shall be given in writing not less than ten nor more than sixty days before the date of the meeting, either mailed to the last known address or personally given to each shareholder. Notice of a meeting may be waived by an instrument in writing executed before or after the meeting. The waiver need not specify the purpose of the meeting or the business transacted, unless one of the purposes of the meeting concerns a plan of merger or consolidation, in which event the waiver shall comply with the further requirements of law concerning such waivers. Attendance at such meeting in person or by proxy shall constitute a waiver of notice thereof. Notice of any special meeting of shareholders shall state the purpose or purposes for which the meeting is called. The notice of any meeting at which amendments to or restatements of the articles of incorporation, merger or consolidation of the corporation, or the disposition of corporate assets requiring shareholder approval are to be considered shall state such purpose, and further comply with all requirements of law.

2.5 Quorum. At all meetings of shareholders, shares representing a majority of the votes entitled to be cast shall constitute a quorum for the transaction of business, and no resolution or business shall be transacted without the favorable vote of the holders of a majority of the shares represented at the meeting and entitled to vote. A lesser number may adjourn from day to day, and shall announce the time and place to which the meeting is adjourned.

2.6 Action in Lieu of Meeting. Any action to be taken at a meeting of the shareholders of the corporation, or any action that may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by the holders of all of the shares entitled to vote with respect to the subject matter thereof, or by the holders of such lesser number of shares as may be required in accordance with any lawful provision of the Articles of Incorporation, and any further requirements of law pertaining to such consents have been complied with.

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ARTICLE III

DIRECTORS

3.1 Management. Subject to these Bylaws, or any lawful agreement between the shareholders, the full and entire management of the affairs and business of the corporation shall be vested in the Board of Directors, which shall have and may exercise all of the powers that may be exercised or performed by the corporation.

3.2 Number of Directors. The shareholders shall fix by resolution the precise number of members of the Board of Directors, provided that the Board of Directors shall consist of not fewer than one (1) nor more than seven (7) members. Directors shall be elected at each annual meeting of the shareholders and shall serve for a term of one year and until their successors are elected. A majority of said directors shall constitute a quorum for the transaction of business. All resolutions adopted and all business transacted by the Board of Directors shall require the affirmative vote of a majority of the directors present at the meeting.

3.3 Vacancies. The directors may fill the place of any director which may become vacant prior to the expiration of his term, such appointment by the directors to continue until the expiration of the term of the director whose place has become vacant, or may fill any directorship created by reason of an increase in the number of directors, such appointment by the directors to continue for a term of office until the next election of directors by the shareholders and until the election of the successor.

3.4 Meetings. The directors shall meet annually, without notice, following the annual meeting of the shareholders. Special meetings of the directors may be called at any time by the President or by any two directors, on two days’ notice to each director, which notice shall specify the time and place of the meeting. Notice of any such meeting may be waived by an

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instrument in writing executed before or after the meeting. Directors may attend and participate in meetings either in person or by means of conference telephones or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such communication equipment shall constitute presence in person at any meeting. Attendance in person at such meeting shall constitute a waiver of notice thereof.

3.5 Action in Lieu of Meeting. Any action to be taken at a meeting of the directors, or any action that may be taken at a meeting of the directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors and any further requirements of law pertaining to such consents have been complied with.

3.6 Removal. Any director may be removed from office, with or without cause, upon the vote of the shareholders holding a majority of the shares entitled to be cast with respect to the election of directors, at a meeting with respect to which notice of such purpose is given.

ARTICLE IV

OFFICERS

4.1 General Provisions. The officers of the corporation shall consist of a President and a Secretary who shall be elected by the Board of Directors, and such other officers as may be elected by the Board of Directors or appointed as provided in these Bylaws. Each officer shall be elected or appointed for a term of office running until the meeting of the Board of Directors following the next annual meeting of the shareholders of the corporation, or such other term as provided by resolution of the Board of Directors or the appointment to office. Each officer shall serve for the term of office for which he is elected or appointed and until his successor has been elected or appointed and has qualified or his earlier resignation, removal from office or death. Any two or more offices may be held by the same person.

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4.2 President. The President shall be the chief executive officer of the corporation and shall have general and active management of the operation of the corporation. He shall be responsible for the administration of the corporation, including general supervision of the policies of the corporation and general and active management of the financial affairs of the corporation, and shall execute bonds, mortgages or other contracts in the name and on behalf of the corporation.

4.3 Secretary. The Secretary shall keep minutes of all meetings of the shareholders and directors and have charge of the minute books, stock books and seal of the corporation and shall perform such other duties and have such other powers as may from time to time be delegated to him by the President or the Board of Directors.

4.4 Treasurer. The Treasurer, if one is elected, shall be charged with the management of the financial affairs of the corporation, shall have the power to recommend action concerning the corporation’s affairs to the President, and shall perform such other duties and have such other powers as may from time to time be delegated to him by the President or the Board of Directors.

4.5 Assistant Secretaries and Treasurers. Assistants to the Secretary and Treasurer may be appointed by the President or elected by the Board of Directors and shall perform such duties and have such powers as shall be delegated to them by the President or the Board of Directors.

4.6 Vice Presidents. The corporation may have one or more Vice Presidents, elected by the Board of Directors, who shall perform such duties and have such powers as may be delegated by the President or the Board of Directors.

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ARTICLE V

CAPITAL STOCK

5.1 Share Certificates. Share certificates shall be numbered in the order in which they are issued. They shall be signed by the President and the Secretary and the seal of the corporation shall be affixed thereto. Share certificates shall be kept in a book and shall be issued in consecutive order therefrom. The name of the person owning the shares, the number of shares, and the date of issue shall be entered on the stub of each certificate. Share certificates exchanged or returned shall be cancelled by the Secretary and placed in their original place in the stock book.

5.2 Transfer of Shares. Transfers of shares shall be made on the stock books of the corporation by the holder in person or by power of attorney, on surrender of the old certificate for such shares, duly assigned.

5.3 Voting. The holders of the capital stock shall be entitled to one vote for each share of stock standing in their name.

ARTICLE VI

SEAL

The seal of the corporation shall be in such form as the Board of Directors may from time to time determine. In the event it is inconvenient to use such a seal at any time, the signature of the corporation followed by the word “Seal” enclosed in parentheses or scroll shall be deemed the seal of the corporation. The seal shall be in the custody of the Secretary and affixed by him or by his assistants on the certificates of stock and other appropriate papers.

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ARTICLE VII

AMENDMENT

These Bylaws may be amended by majority vote of the Board of Directors of the corporation or by vote of the shareholders holding a majority of the shares entitled to vote, provided that the shareholders may provide by resolution that any Bylaw provision repealed, amended, adopted or altered by them may not be repealed, amended, adopted or altered by the Board of Directors.

ARTICLE VIII

INDEMNIFICATION

Each person who is or was a director or officer of the corporation, and each person who is or was a director or officer of the corporation who at the request of the corporation is serving or has served as an officer, director, partner, joint venturer or trustee of another corporation, partnership, joint venture, trust or other enterprise shall be indemnified by the corporation against those expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement which are allowed to be paid or reimbursed by the corporation under the laws of the State of Georgia and which are actually and reasonably incurred in connection with any action, suit or proceeding, pending or threatened, whether civil, criminal, administrative or investigative, in which such person may be involved by reason of his being or having been a director or officer of this corporation or of any such other enterprise. Such indemnification shall be made only in accordance with the laws of the State of Georgia and subject to the conditions prescribed therein.

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In any instance where the laws of the State of Georgia permit indemnification to be provided to persons who are or have been an officer or director of the corporation or who are or have been an officer, director, partner, joint venturer or trustee of any such other enterprise only on a determination that certain specified standards of conduct have been met, upon application for indemnification by any such person the corporation shall promptly cause such determination to be made (i) by the Board of Directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding; (ii) if a quorum cannot be obtained, by majority vote of a committee duly designated by the Board of Directors (in which designation directors who are parties may participate), consisting of two or more directors not at the time parties to the proceeding; (iii) by special legal counsel selected by the Board of Directors or its committee in the manner prescribed in (i) or (ii), or if a quorum of the Board of Directors cannot be obtained under (i), and a committee cannot be designated under (ii), selected by majority vote of the full Board of Directors (in which selection directors who are parties may participate); or (iv) by the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.

As a condition to any such right of indemnification, the corporation may require that it be permitted to participate in the defense of any such action or proceeding through legal counsel designated by the corporation and at the expense of the corporation.

The corporation may purchase and maintain insurance on behalf of any such persons whether or not the corporation would have the power to indemnify such officers and directors against any liability under the laws of the State of Georgia. If any expenses or other amounts are paid by way of indemnification, other than by court order, action by shareholders or by an insurance carrier, the corporation shall provide notice of such payment to the shareholders in accordance with the provisions of the Jaws of the State of Georgia.

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EX-3.100

Exhibit 3.100

RT TAMPA, INC.

ARTICLES OF INCORPORATION

I.

The name of the Corporation is:

RT Tampa, Inc.

II.

The Corporation shall have authority to issue 1,000 shares of Common Stock having a par value of $.01 per share.

III.

The initial registered office of the Corporation shall be at Suite 660, 100 Peachtree Street, Atlanta, Georgia 30303 in Fulton County. The initial registered agent of the Corporation at such address shall be Corporation Service Company.

IV.

The name and address of the incorporator is:

Thomas R. McNeill

Powell, Goldstein, Frazer & Murphy LLP

Sixteenth Floor

191 Peachtree Street, N.E.

Atlanta, Georgia 30303

V.

The mailing address of the initial principal office of the Corporation is 4721 Morrison Drive, Mobile, Alabama 36609.

VI.

No director shall have any personal liability to the Corporation or to its shareholders for monetary damages for breach of duty of care or other duty as a director, by reason of any act or omission occurring subsequent to the date when this provision becomes effective, except that this provision shall not eliminate or limit the liability of a director for (a) any appropriation, in violation of his duties, of any business opportunity of the Corporation; (b) acts or omissions which involve intentional misconduct or a knowing violation of law; (c) liabilities of a director imposed by Section 14-2-832 of the Georgia Business Corporation Code; or (d) any transaction from which the director derived an improper personal benefit.

VII.

Any action required by law or by the Bylaws of the Corporation to be taken at a meeting of the shareholders of the Corporation, and any action which may be taken at a meeting of the shareholders, may be taken without a meeting if a written consent, setting forth the action so taken, shall be signed by persons entitled to vote at a meeting those shares having sufficient voting power to cast not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote were present and voted. Notice of such action without a meeting by less than unanimous written consent shall be given within ten (10) days of the taking of such action to those shareholders of record on the date when the written consent is first executed and whose shares were hot represented on the written consent.

2

VIII.

The Corporation shall indemnify its officers and directors and advance or reimburse expenses incurred to the fullest extent permitted under the Georgia Business Corporation Code. Such indemnification and advancement or reimbursement of expenses shall not be deemed exclusive of any additional indemnification that the Board of Directors may deem advisable or of any rights to which those indemnified may otherwise be entitled. The, Board of Directors of the Corporation may determine from time to time whether and to what extent to maintain insurance providing indemnification for officers and directors and such insurance need not be limited to the Corporation’s power of indemnification under the Georgia Business Corporation Code.

IX.

The Corporation will make the request for publication of a notice of filing of the Articles of Incorporation and payment therefor as required by Section 14-2-201.1(b) of the Georgia Business Corporation Code.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation as of this 9^th day of June, 1997.

/s/ Thomas R. McNeill

Thomas R. McNeill, Incorporator

4

EX-3.101

Exhibit 3.101

BYLAWS

OF

RT TAMPA, INC.

ARTICLE I

OFFICES

The corporation shall at all times maintain a registered office in the State of Georgia and a registered agent at that address but may have other offices located within or without the State of Georgia as the Board of Directors may determine.

ARTICLE II

SHAREHOLDERS’ MEETINGS

2.1 Annual Meeting. A meeting of shareholders of the corporation shall be held annually. The annual meeting shall be held at such time and place on such date as the directors shall determine from time to time and as shall be specified in the notice of the meeting.

2.2 Special Meetings. A special meeting of the shareholders may be called at any time by the President or any holder or holders of as much as twenty-five percent of the votes entitled to be cast on any issue proposed to be considered at the meeting. Special meetings shall be held at such a time and place and on such date as shall be specified in the notice of the meeting.

2.3 Place. Annual or special meetings of shareholders may be held within or without the State of Georgia.

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2.4 Notice. Notice of annual or special shareholders meetings stating place, day and hour of the meeting shall be given in writing not less than ten nor more than sixty days before the date of the meeting, either mailed to the last known address or personally given to each shareholder. Notice of a meeting may be waived by an instrument in writing executed before or after the meeting. The waiver need not specify the purpose of the meeting or the business transacted, unless one of the purposes of the meeting concerns a plan of merger or consolidation, in which event the waiver shall comply with the further requirements of law concerning such waivers. Attendance at such meeting in person or by proxy shall constitute a waiver of notice thereof. Notice of any special meeting of shareholders shall state the purpose or purposes for which the meeting is called. The notice of any meeting at which amendments to or restatements of the articles of incorporation, merger or consolidation of the corporation, or the disposition of corporate assets requiring shareholder approval are to be considered shall state such purpose, and further comply with all requirements of law.

2.5 Quorum. At all meetings of shareholders, shares representing a majority of the votes entitled to be cast shall constitute a quorum for the transaction of business, and no resolution or business shall be transacted without the favorable vote of the holders of a majority of the shares represented at the meeting and entitled to vote. A lesser number may adjourn from day to day, and shall announce the time and place to which the meeting is adjourned.

2.6 Action in Lieu of Meeting. Any action to be taken at a meeting of the shareholders of the corporation, or any action that may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by the holders of all of the shares entitled to vote with respect to the subject matter thereof, or by the holders of such lesser number of shares as may be required in accordance with any lawful provision of the Articles of Incorporation, and any further requirements of law pertaining to such consents have been complied with.

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ARTICLE III

DIRECTORS

3.1 Management. Subject to these Bylaws, or any lawful agreement between the shareholders, the full and entire management of the affairs and business of the corporation shall be vested in the Board of Directors, which shall have and may exercise all of the powers that may be exercised or performed by the corporation.

3.2 Number of Directors. The shareholders shall fix by resolution the precise number of members of the Board of Directors. provided that the Board of Directors shall consist of not fewer than one (1) nor more than seven (7) members. Directors shall be elected at each annual meeting of the shareholders and shall serve for a term of one year and until their successors are elected. A majority of said directors shall constitute a quorum for the transaction of business. All resolutions adopted and all business transacted by the Board of Directors shall require the affirmative vote of a majority of the directors present at the meeting.

3.3 Vacancies. The directors may fill the place of any director which may become vacant prior to the expiration of his term, such appointment by the directors to continue until the expiration of the term of the director whose place has become vacant, or may fill any directorship created by reason of an increase in the number of directors, such appointment by the directors to continue for a term of office until the next election of directors by the shareholders and until the election of the successor.

3.4 Meetings. The directors shall meet annually, without notice, following the annual meeting of the shareholders. Special meetings of the directors may be called at any time by the President or by any two directors, on two days’ notice to each director. which notice shall specify the time and place of the meeting. Notice of any such meeting may be waived by an

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instrument in writing executed before or after the meeting. Directors may attend and participate in meetings either in person or by means of conference telephones or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such communication equipment shall constitute presence in person at any meeting. Attendance in person at such meeting shall constitute a waiver of notice thereof.

3.5 Action in Lieu of Meeting. Any action to be taken at a meeting of the directors, or any action that may be taken at a meeting of the directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors and any further requirements of law pertaining to such consents have been complied with.

3.6 Removal. Any director may be removed from office, with or without cause, upon the vote of the shareholders holding a majority of the shares entitled to be cast with respect to the election of directors. at a meeting with respect to which notice of such purpose is given.

ARTICLE IV

OFFICERS

4.1 General Provisions. The officers of the corporation shall consist of a President and a Secretary who shall be elected by the Board of Directors, and such other officers as may be elected by the Board of Directors or appointed as provided in these Bylaws. Each officer shall be elected or appointed for a term of office running until the meeting of the Board of Directors following the next annual meeting of the shareholders of the corporation, or such other term as provided by resolution of the Board of Directors or the appointment to office. Each officer shall serve for the term of office for which he is elected or appointed and until his successor has been elected or appointed and has qualified or his earlier resignation, removal from office or death. Any two or more offices may be held by the same person.

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4.2 President. The President shall be the chief executive officer of the corporation and shall have general and active management of the operation of the corporation. He shall be responsible for the administration of the corporation, including general supervision of the policies of the corporation and general and active management of the financial affairs of the corporation, and shall execute bonds, mortgages or other contracts in the name and on behalf of the corporation.

4.3 Secretary. The Secretary shall keep minutes of all meetings of the shareholders and directors and have charge of the minute books, stock books and seal of the corporation and shall perform such other duties and have such other powers as may from time to time be delegated to him by the President or the Board of Directors.

4.4 Treasurer. The Treasurer, if one is elected, shall be charged with the management of the financial affairs of the corporation, shall have the power to recommend action concerning the corporation’s affairs to the President, and shall perform such other duties and have such other powers as may from time to time be delegated to him by the President or the Board of Directors.

4.5 Assistant Secretaries and Treasurers. Assistants to the Secretary and Treasurer may be appointed by the President or elected by the Board of Directors and shall perform such duties and have such powers as shall be delegated to them by the President or the Board of Directors.

4.6 Vice Presidents. The corporation may have one or more Vice Presidents, elected by the Board of Directors, who shall perform such duties and have such powers as may be delegated by the President or the Board of Directors.

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ARTICLE V

CAPITAL STOCK

5.1 Share Certificates. Share certificates shall be numbered in the order in which they are issued. They shall be signed by the President and the Secretary and the seal of the corporation shall be affixed thereto. Share certificates shall be kept in a book and shall be issued in consecutive order therefrom. The name of the person owning the shares, the number of shares, and the date of issue shall be entered on the stub of each certificate. Share certificates exchanged or returned shall be cancelled by the Secretary and placed in their original place in the stock book.

5.2 Transfer of Shares. Transfers of shares shall be made on the stock books of the corporation by the holder in person or by power of attorney, on surrender of the old certificate for such shares, duly assigned.

5.3 Voting. The holders of the capital stock shall be entitled to one vote for each share of stock standing in their name.

ARTICLE VI

SEAL

The seal of the corporation shall be in such form as the Board of Directors may from time to time determine. In the event it is inconvenient to use such a seal at any time, the signature of the corporation followed by the word “Seal” enclosed in parentheses or scroll shall be deemed the seal of the corporation. The seal shall be in the custody of the Secretary and affixed by him or by his assistants on the certificates of stock and other appropriate papers.

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ARTICLE VII

AMENDMENT

These Bylaws may be amended by majority vote of the Board of Directors of the corporation or by vote of the shareholders holding a majority of the shares entitled to vote, provided that the shareholders may provide by resolution that any Bylaw provision repealed, amended, adopted or altered by them may not be repealed, amended, adopted or altered by the Board of Directors.

ARTICLE VIII

INDEMNIFICATION

Each person who is or was a director or officer of the corporation, and each person who is or was a director or officer of the corporation who at the request of the corporation is serving or has served as an officer, director, partner, joint venturer or trustee of another corporation, partnership, joint venture, trust or other enterprise shall be indemnified by the corporation against those expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement which are allowed to be paid or reimbursed by the corporation under the laws of the State of Georgia and which are actually and reasonably incurred in connection with any action, suit or proceeding. pending or threatened, whether civil, criminal, administrative or investigative, in which such person may be involved by reason of his being or having been a director or officer of this corporation or of any such other enterprise. Such indemnification shall be made only in accordance with the laws of the State of Georgia and subject to the conditions prescribed therein.

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In any instance where the laws of the State of Georgia permit indemnification to be provided to persons who are or have been an officer or director of the corporation or who are or have been an officer, director, partner, joint venturer or trustee of any such other enterprise only on a determination that certain specified standards of conduct have been met, upon application for indemnification by any such person the corporation shall promptly cause such determination to be made (i) by the Board of Directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding; (ii) if a quorum cannot be obtained, by majority vote of a committee duly designated by the Board of Directors (in which designation directors who are parties may participate), consisting of two or more directors not at the time parties to the proceeding; (iii) by special legal counsel selected by the Board of Directors or its committee in the manner prescribed in (i) or (ii), or if a quorum of the Board of Directors cannot be obtained under (i), and a committee cannot be designated under (ii), selected by majority vote of the full Board of Directors (in which selection directors who are parties may participate); or (iv) by the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.

As a condition to any such right of indemnification, the corporation may require that it be permitted to participate in the defense of any such action or proceeding through legal counsel designated by the corporation and at the expense of the corporation.

The corporation may purchase and maintain insurance on behalf of any such persons whether or not the corporation would have the power to indemnify such officers and directors against any liability under the laws of the State of Georgia. If any expenses or other amounts are paid by way of indemnification, other than by court order, action by shareholders or by an insurance carrier, the corporation shall provide notice of such payment to the shareholders in accordance with the provisions of the laws of the State of Georgia.

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EX-3.102

Exhibit 3.102

RT WEST PALM BEACH, INC.

ARTICLES OF INCORPORATION

I.

The name of the Corporation is:

RT West Palm Beach, Inc.

II.

The Corporation shall have authority to issue 1,000 shares of Common Stock having a par value of $.01 per share.

III.

The initial registered office of the Corporation shall be at Suite 660, 100 Peachtree Street, Atlanta, Georgia 30303 in Fulton County. The initial registered agent of the Corporation at such address shall be Corporation Service Company,

IV.

The name and address of the incorporator is:

Thomas R. McNeill. Esq.

Powell, Goldstein. Frazer & Murphy LLP

Sixteenth Floor

191 Peachtree Street, N,E.

Atlanta. Georgia 30303

V.

The mailing address of the initial principal office of the Corporation is 4721 Morrison Drive. Mobile, Alabama 36609.

VI.

No director shall have any personal liability to the Corporation or to its shareholders for monetary damages for breach of duty of care or other duty as a director. by reason of any act or omission occurring subsequent to the date when this provision becomes effective, except that this provision shall not eliminate or limit the liability of a director for (a) any appropriation, in violation of his duties, of any business opportunity of the Corporation; (b) acts or omissions which involve intentional misconduct or a knowing violation of law; (c) liabilities of a director imposed by Section 14-2-832 of the Georgia Business Corporation Code; or (d) any transaction from which the director derived an improper personal benefit.

VII.

Any action required by law or by the Bylaws of the Corporation to be taken at a meeting of the shareholders of the Corporation, and any action which may be taken at a meeting of the shareholders, may be taken without a meeting if a written consent, setting forth the action so taken. shall be signed by persons entitled to vote at a meeting those shares having sufficient voting power to cast not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote were present and voted. Notice of such action without a meeting by less than unanimous written consent shall be given within ten (10) days of the taking of such action to those shareholders of record on the date when the written consent is first executed and whose shares were not represented on the written consent.

VIII.

The Corporation shall indemnify its officers and directors and advance or reimburse expenses incurred to the fullest extent permitted under the Georgia Business Corporation Code. Such indemnification and advancement or reimbursement of expenses shall not be deemed exclusive of any additional indemnification that the Board of Directors may deem advisable or of any rights to which those indemnified may otherwise be entitled. The Board of Directors of the Corporation may determine from time to time whether and to what extent to maintain insurance providing indemnification for officers and directors and such insurance need not be limited to the Corporation’s power of indemnification under the Georgia Business Corporation Code.

IX.

The Corporation will make the request for publication of a notice of filing of the Articles of Incorporation and payment therefor as required by Section 14-2-201.1 (b) of the Georgia Business Corporation Code.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation on this 24th day of December, 1997.

/s/ Thomas R. McNeil

Thomas R. McNeill, Incorporator

EX-3.103

Exhibit 3.103

BYLAWS

OF

RT WEST PALM BEACH, INC.

(a Georgia corporation)

ARTICLE I

OFFICES

The corporation shall at all times maintain a registered office in the State of Georgia and a registered agent at that address but may have other offices located within or without the State of Georgia as the Board of Directors may determine.

ARTICLE II

SHAREHOLDERS’ MEETINGS

2.1 Annual Meeting. A meeting of shareholders of the corporation shall be held annually. The annual meeting shall be held at such time and place on such date as the directors shall determine from time to time and as shall be specified in the notice of the meeting.

2.2 Special Meetings. A special meeting of the shareholders may be called at any time by the President or any holder or holders at least twenty-five percent of the outstanding capital stock of the corporation. Special meetings shall be held at such a time and place and on such date as shall be specified in the notice of the meeting.

2.3 Place. Annual or special meetings of shareholders may be held within or without the State of Georgia.

2.4 Notice. Notice of annual or special shareholders meetings stating place, day and hour of the meeting shall be given in writing not less than ten nor more than sixty days before the date of the meeting, either mailed to the last known address or personally given to each shareholder.

Notice of any special meeting of shareholders shall state the purpose or purposes for which the meeting is called. The notice of any meeting at which amendments to or restatements of the articles of incorporation, merger or share exchange of the corporation, or any other action that would entitle the shareholder to dissent and obtain payment for his, her or its shares under applicable Georgia law, are to be considered shall state such purpose, and shall further comply with all requirements of law. Notice of a meeting may be waived by an instrument in writing executed before or after the meeting. The waiver need not specify the purpose of the meeting or the business transacted, unless one of the purposes of the meeting concerns an amendment to the articles of incorporation, a plan of merger or share exchange, a sale of all or substantially all of the corporation’s assets, or any other action that would entitle the shareholder to dissent and obtain payment for his, her or its shares under applicable Georgia law, in which event the waiver shall comply with the further requirements of law concerning such waivers. Attendance at such meeting in person or by proxy shall constitute a waiver of notice thereof, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting. Attendance at such meeting also waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

2.5 Quorum. At all meetings of shareholders, shares representing a majority of the votes entitled to be cast shall constitute a quorum for the transaction of business, and no resolution or business shall be transacted without the favorable vote of the holders of a majority of the shares represented at the meeting and entitled to vote. The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, may adjourn such meeting from time to time, and shall announce the time and place to which the meeting is adjourned. Every shareholder shall be entitled to vote in person or by proxy.

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2.6 Action in Lieu of Meeting. Any action to be taken at a meeting of the shareholders of the corporation, or any action that may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by the holders of all of the shares (or valid proxies therefor) entitled to vote with respect to the subject matter thereof, or by the holders of such lesser number of shares (or valid proxies therefor) as may be required in accordance with any lawful provision of the Articles of Incorporation, provided that the corporation has complied with any further requirements of law pertaining to such consent.

ARTICLE III

DIRECTORS

3.1 Management. Subject to these Bylaws, or any lawful agreement between the shareholders, the full and entire management of the affairs and business of the corporation shall be vested in the Board of Directors, which shall have and may exercise all of the powers that may be exercised or performed by the corporation.

3.2 Number of Directors. The shareholders shall fix by resolution the precise number of members of the Board of Directors, provided that the Board of Directors shall consist of not fewer than one (1) nor more than seven (7) members. Directors shall be elected at each annual meeting of the shareholders, and a director shall serve for a term of one year and until his or her successor is elected and qualified or until his or her earlier resignation, removal from office or death. A majority of said directors shall constitute a quorum for the transaction of business. All resolutions adopted and all business transacted by the Board of Directors shall require the affirmative vote of a majority of the directors present at the meeting.

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3.3 Vacancies. Either the shareholders or the directors may fill the place of any director which may become vacant prior to the expiration of his or her term, or may fill any directorship created by reason of an increase in the number of directors, such appointment to continue until the expiration of the term of the director whose place has become vacant, or until the next election of directors by the shareholders and until the election and qualification of his or her successor, or until his or her earlier resignation, removal from office or death.

3.4 Meetings. The directors shall meet annually, without notice, following the annual meeting of the shareholders. Special meetings of the directors may be called at any time by the President or by any two directors, on two days’ written notice to each director, which notice shall specify the time and place of the meeting. Notice of any such meeting may be waived by an instrument in writing executed before or after the meeting. Directors may attend and participate in meetings either in person or by means of conference telephones or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such communications equipment shall constitute presence in person at any meeting. Attendance in person at such meeting shall constitute a waiver of notice thereof, unless the director at the beginning of the meeting (or promptly upon his or her arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

3.5 Quorum. A majority of the directors shall constitute a quorum for the transaction of business. All resolutions adopted and all business transacted by the directors shall require the affirmative vote of a majority of the directors present at the meeting.

3.6 Action in Lieu of Meeting. Any action to be taken at a meeting of the directors, or any action that may be taken at a meeting of the directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, provided that the corporation has complied with any further requirements of law pertaining to such consent.

3.7 Removal. Any director may be removed from office, with or without cause, upon the vote of the shareholders, at a meeting with respect to which notice of such purpose is given.

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ARTICLE IV

OFFICERS

4.1 General Provisions. The officers of the corporation shall consist of a President and a Secretary who shall be elected by the Board of Directors, and such other officers as may be elected by the Board of Directors or appointed as provided in these Bylaws. Each officer shall be elected or appointed for a term of office running until the meeting of the Board of Directors following the next annual meeting of the shareholders of the corporation, or such other term as provided by resolution of the Board of Directors or the appointment to office. Each officer shall serve for the term of office for which he or she is elected or appointed and until his or her successor has been elected or appointed and has qualified or his or her earlier resignation, removal from office or death. Any two or more offices may be held by the same person.

4.2 President. The President shall be the chief executive officer of the corporation and shall have general and active management of the operation of the corporation. He or she shall be responsible for the administration of the corporation, including general supervision of the policies of the corporation and general and active management of the financial affairs of the corporation, and shall execute bonds, mortgages or other contracts in the name and on behalf of the corporation. The President shall have all such powers and duties as generally are incident to the position of President, and shall perform such other duties and have such other powers as may from time to time be delegated to him or her by the Board of Directors.

4.3 Secretary. The Secretary shall keep minutes of all meetings of the shareholders and directors and have charge of the minute books, stock books and seal of the corporation and shall perform such other duties and have such other powers as may from time to time be delegated to him or her by the President or the Board of Directors.

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4.4 Treasurer. The Treasurer, if one is elected, shall be charged with the management of the financial affairs of the corporation, shall have the power to recommend action concerning the corporation I s affairs to the President, and shall perform such other duties and have such other powers as may from time to time be delegated to him or her by the President or the Board of Directors.

4.5 Assistant Secretaries and Treasurers. Assistants to the Secretary and Treasurer may be appointed by the President or elected by the Board of Directors and shall perform such duties and have such powers as shall be delegated to them by the President or the Board of Directors.

4.6 Vice Presidents. The corporation may have one or more Vice Presidents, elected by the Board of Directors, who shall perform such duties and have such powers as may be delegated by the President or the Board of Directors.

ARTICLE V

CAPITAL STOCK

5.1 Share Certificates. Share certificates shall be numbered in the order in which they are issued. They shall be signed by the President and the Secretary and the seal of the corporation shall be affixed thereto. Share certificates shall be kept in a book and shall be issued in consecutive order therefrom. The name of the person owning the shares, the number of shares, and the date of issue shall be entered on the stub of each certificate. Share certificates exchanged or returned shall be cancelled by the Secretary and placed in their original place in the stock book.

5.2 Transfer of Shares. Transfers of shares shall be made on the stock books of the corporation by the holder in person or by power of attorney, on surrender of the old certificate for such shares, duly assigned.

5.3 Voting. The holders of the capital stock shall be entitled to one vote for each share of stock standing in their name.

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ARTICLE VI

SEAL

The seal of the corporation shall be in such form as the Board of Directors may from time to time determine. In the event it is inconvenient to use such a seal at any time, the signature of the corporation followed by the word “Seal” enclosed in parentheses or scroll shall be deemed the seal of the corporation. The seal shall be in the custody of the Secretary and affixed by him or by his assistants on the certificates of stock and other appropriate papers.

ARTICLE VII

AMENDMENT

These Bylaws may be amended by majority vote of the Board of Directors of the corporation or by vote of the shareholders holding a majority of the shares entitled to vote, provided that the shareholders may provide by resolution that any Bylaw provision repealed, amended, adopted or altered by them may not be repealed, amended, adopted or altered by the Board of Directors.

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ARTICLE VIII

INDEMNIFICATION

8.1 Authority to Indemnify. The corporation shall indemnify or obligate itself to indemnify an individual made a party to a proceeding because he or she is or was a director, officer, employee or agent of the corporation (or was serving at the request of the corporation as a director, officer or employee or agent of another corporation, partnership, joint venture, trust or other enterprise) for reasonable expenses, judgments, fines, penalties and amounts paid in settlement (including attorneys’ fees), incurred in connection with the proceeding if the individual acted in manner he or she believed in good faith to be in or not opposed to the best interests of the corporation and, in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director, officer, employee or agent did not meet the standard of conduct set forth above. Indemnification permitted under this action in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.

8.2 Mandatory Indemnification: To the extent that a director, officer, employee or agent of the corporation has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party, or in defense of any claim, issue, or matter therein, because he or she is or was a director, officer, employee or agent of the corporation, the corporation shall indemnify such director, employee or agent against reasonable expenses incurred by him or her in connection therewith.

8.3 Advance for Expenses. The corporation shall pay for or reimburse. the reasonable expenses incurred by a director, officer. employee or agent of the corporation who is a party to a proceeding in advance of final disposition of the proceeding if (a) he or she furnishes the corporation a written affirmation of his or her good faith belief that he or she has met the standard of conduct set forth in Section 8.1 of this section, and (b) he or she furnishes the corporation a written undertaking, executed personally or on his or her behalf, to repay any advances if it is ultimately determined that he or she is not entitled to indemnification. The undertaking required by this Section 8.3 must be an unlimited general obligation but need not be secured and may be accepted without reference to financial ability to make repayment.

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8.4 Court-ordered Indemnification and Advances for Expenses. A director, officer, employee or agent of the corporation who is a party to a proceeding may apply for indemnification or advances for expenses to the court conducting the proceeding or to another court of competent jurisdiction.

8.5 Determination of Indemnification. Except as provided in Section 8.2 and except as may be ordered by the court, the corporation may not indemnify a director, officer, employee or agent under Section 8.1 unless authorized thereunder and a determination has been made in the specific case that indemnification of such director, officer, employee or agent is permissible in the circumstances because he or she has met the standard of conduct set forth in Section 8.1. The determination shall be made:

(a) By the Board of Directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding;

(b) If a quorum cannot be obtained, by majority vote of a committee duly designated by the Board of Directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding;

(c) By special legal counsel:

(i) Selected by the Board of Directors or its committee in the manner prescribed in paragraph (a) or (b) of this Section 8.5; or

(ii) If a quorum of the Board of Directors cannot be obtained and a committee cannot be designated, selected by majority vote of the full Board of Directors (in which selection directors who are parties may participate); or

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(d) By the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.

8.6 Authorization of Indemnification. Authorization of indemnification or an obligation to indemnify and evaluation as the reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (c) of Section 8.5 to select counsel.

8.7 Other Rights. The indemnification and advancement of expenses provided by or granted pursuant to this Article Eight shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, resolution. agreement or contract either specifically or in general terms approved by the affirmative vote of the holders of a majority of the shares entitled to vote thereon taken at a meeting the notice of which specified that such bylaw, resolution or agreement would be placed before the shareholders, both as to action by a director, trustee, officer, employee or agent in his or her official capacity and as to action in another capacity while holding such office or position; except that no such other rights, in respect to indemnification or otherwise, may be provided or granted to a director, trustee, officer, employee or agent pursuant to this Section 8.7 by the corporation for liability for (a) any appropriation, in violation of his or her duties, of any business opportunity of the corporation; (b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) the types of liability set forth in Section 14-2-832 of the Georgia Business Corporation Code dealing with illegal or unauthorized distributions of corporate assets, whether as dividends or in liquidation of the corporation or otherwise; or (d) any transaction from which the director derived an improper personal benefit.

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8.8 Insurance. The corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent of the corporation or who, while a director, officer, employee or agent of the corporation, is or was serving at the request of the corporation as a director. officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director, officer, employee or agent whether or not the corporation would have power to indemnify him or her against the same liability under this Article Eight.

8.9 Continuation of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article Eight shall continue as to a person who has ceased to be a director, trustee, officer, employee or agent and shall’ inure to the benefit of the heirs, executors, and administrators of such person.

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EX-5.1

Exhibit 5.1

New York Menlo Park Washington DC São Paulo London Paris Madrid Tokyo Beijing Hong Kong

Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 212 450 4000 tel 212 701 5800 fax

February 7, 2013

Ruby Tuesday, Inc.

150 West Church Avenue

Maryville, TN 37801

Ladies and Gentlemen:

We have acted as special counsel to Ruby Tuesday, Inc., a Georgia corporation (the “Company”), and each of the subsidiaries of the Company listed on Schedule I hereto (the “Guarantors”) in connection with the Company’s offer (the “Exchange Offer”) to exchange up to $238,500,000 aggregate principal amount of its 7 ⁵/₈% Senior Notes due 2020 (the “New Securities”) for any and all of its outstanding 7 ⁵/₈% Senior Notes due 2020 (the “Old Securities”) pursuant to a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), filed with the Securities and Exchange Commission on the date hereof. The Old Securities were issued and the New Securities are to be issued under the indenture dated as of May 14, 2012 (the “Indenture”) between the Company, the Guarantors and Wells Fargo Bank, National Association, as Trustee (the “Trustee”). The New Securities will be guaranteed by each of the Guarantors pursuant to the terms of the Indenture (the “New Guarantees”).

We have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

In rendering the opinions expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company and the Guarantors that we reviewed were and are accurate and (vi) all representations made by the Company and the Guarantors as to matters of fact in the documents that we reviewed were and are accurate.

Upon the basis of the foregoing, we are of the opinion that when the New Securities are duly executed, authenticated and delivered in exchange for the Old Securities in accordance with the terms of the Indenture and the Exchange Offer, the New Securities will be valid and binding obligations of the Company, and each of the New Guarantees thereof by each respective Guarantor will be the valid and binding obligation of each respective Guarantor, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, provided that we express no opinion as to (x) the enforceability of any

waiver of rights under any usury or stay law, (y) (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above or (ii) any provision of the Indenture that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law by limiting the amount of any Guarantor’s obligation and (z) the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of stated principal amount upon acceleration of the Securities to the extent determined to constitute unearned interest.

In connection with the opinions expressed above, we have assumed that (i) the Registration Statement shall have been declared effective and such effectiveness shall not have been terminated or rescinded; (ii) the Indenture is a valid, binding and enforceable agreement of each party thereto (other than as expressly covered above in respect of the Company and each of the Guarantors); and (iii) there shall not have occurred any change in law affecting the validity or enforceability of any of the New Securities or the New Guarantees. We have also assumed that neither the issuance and delivery of the New Securities or the New Guarantees, nor the compliance by the Company or the Guarantors with the terms of the New Securities or the New Guarantees, respectively, will violate any applicable law or public policy or will result in a violation of any provision of any instrument or agreement then binding upon the Company or the Guarantors, or any restriction imposed by any court or governmental body having jurisdiction over the Company or the Guarantors.

We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York, the federal laws of the United States of America, the General Corporation Law of the State of Delaware, the Limited Liability Company Act of the State of Delaware and the Revised Uniform Limited Partnership Act of the State of Delaware. Insofar as the foregoing opinion involves matters governed by the laws of Georgia, Texas, Kansas, Colorado, Arkansas, Pennsylvania and Tennessee, we have relied, without independent inquiry or investigation, on the opinions of Hunton & Williams LLP (with respect to the laws of Georgia and Texas), Bryan Cave LLP (with respect to the laws of Colorado and Kansas), Stinson Morrison Hecker LLP (with respect to the laws of Arkansas), Saul Ewing LLP (with respect to the laws of Pennsylvania) and Scarlett May (with respect to the laws of Tennessee), respectively, each filed with the Registration Statement.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement relating to the Exchange Offer and further consent to the reference to our name under the caption “Validity of Securities” in the prospectus which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Davis Polk & Wardwell LLP

2

Schedule I

	State or Other Jurisdiction of Incorporation or Organization
RTBD, Inc.	Delaware
RT Finance, Inc.	Delaware
Ruby Tuesday GC Cards, Inc.	Colorado
RT Tampa Franchise, LP	Delaware
RT Orlando Franchise, LP	Delaware
RT South Florida Franchise, LP	Delaware
RT New York Franchise, LLC	Delaware
RT Southwest Franchise, LLC	Delaware
RT Michiana Franchise, LLC	Delaware
RT Franchise Acquisition, LLC	Delaware
RT Kentucky Restaurant Holdings, LLC	Delaware
RT Florida Equity, LLC	Delaware
RTGC, LLC	Colorado
RT Detroit Franchise, LLC	Delaware
RT Michigan Franchise, LLC	Delaware
RT West Palm Beach Franchise, LP	Delaware
RT New England Franchise, LLC	Delaware
RT Long Island Franchise, LLC	Delaware
Ruby Tuesday, LLC	Delaware
RT Indianapolis Franchise, LLC	Delaware
RT Denver Franchise, LP	Delaware
RT Omaha Franchise, LLC	Delaware
RT KCMO Franchise, LLC	Delaware
RT Portland Franchise, LLC	Delaware
RT St. Louis Franchise, LLC	Delaware
RT Western Missouri Franchise, LLC	Delaware
RT Minneapolis Franchise, LLC	Delaware
RT Las Vegas Franchise, LLC	Delaware
4721 RT of Pennsylvania, Inc.	Pennsylvania
RTT Texas, Inc.	Texas
RTTT, LLC	Texas
RT Arkansas Club, Inc.	Arkansas
RT Jonesboro Club	Arkansas
Ruby Tuesday of Conway, Inc.	Arkansas
Ruby Tuesday of Russellville, Inc.	Arkansas
Ruby Tuesday of Bryant, Inc.	Arkansas
RT KCMO Kansas, Inc.	Kansas
RT Louisville Franchise, LLC	Delaware
RT McGhee Tyson, LLC	Delaware
RT One Percent Holdings, Inc.	Delaware
RT One Percent Holdings, LLC	Delaware
Quality Outdoor Services, Inc.	Tennessee
RT Airport, Inc.	Delaware
RT O’Toole, LLC	Delaware
RT Smith, LLC	Delaware
RT Millington, LLC	Delaware
Wok Hay 2, LLC	Delaware
RT Distributing, LLC	Tennessee
RT Northern California Franchise, LLC	Delaware
RTTA, LP	Texas

3

	State or Other Jurisdiction of Incorporation or Organization
RT Restaurant Services, LLC	Delaware
RT New Hampshire Restaurant Holdings, LLC	Delaware
RT Minneapolis Holdings, LLC	Delaware
RT Omaha Holdings, LLC	Delaware
RT Denver, Inc.	Georgia
RT Louisville, Inc.	Georgia
RT Orlando, Inc.	Georgia
RT South Florida, Inc.	Georgia
RT Tampa, Inc.	Georgia
RT West Palm Beach, Inc.	Georgia

4

EX-5.2

Exhibit 5.2

HUNTON & WILLIAMS LLP BANK OF AMERICA PLAZA SUITE 4100 600 PEACHTREE STREET, N.E. ATLANTA, GEORGIA 30308-2216
TEL	404 • 888 • 4000
FAX	404 • 888 • 4190

February 7, 2013

Ruby Tuesday, Inc.

150 West Church Avenue

Maryville, Tennessee 37801

Re: Registration Statement on Form S-4 Relating to

$238,500,000 Aggregate Principal Amount

of 7^5/8% Senior Notes

Ladies and Gentlemen:

We have acted as special Georgia counsel to Ruby Tuesday, Inc., a Georgia corporation (the “Company”), and each of the entities listed on Schedule A attached hereto, each a Georgia corporation (the “Georgia Guarantors” and together with the Company, the “Opinion Parties”), in connection with the that certain registration statement on Form S-4 (the “Registration Statement”) filed by the Company, and certain subsidiaries of the Company, including the Georgia Guarantors, with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance of the Company’s 7^5/8% Senior Notes due 2020 (the “Exchange Notes”) and the guarantees as to the payment of principal and interest on the Exchange Notes (the “Exchange Note Guarantees”) by each of the entities listed in the Registration Statement as Guarantors (the “Guarantors”). Pursuant to the prospectus forming a part of the Registration Statement (the “Prospectus”), the Company is offering to exchange in the exchange offer (the “Exchange Offer”) up to $238,500,000 aggregate principal amount of Exchange Notes for a like principal amount of its outstanding 7^5/8% Senior Notes due 2020 (the “Old Notes”), which have not been registered under the Act, and to exchange the Exchange Note Guarantees for the existing guarantees as to the payment of principal and interest on the Old Notes by the Guarantors. The Exchange Notes and the Exchange Note Guarantees will be registered under the Act as set forth in the Registration Statement and will be issued pursuant to the provisions of an Indenture, dated as of May 14, 2012 (as amended and supplemented, the “Indenture”), among the Company, as issuer, the Guarantors (including the Georgia Guarantors) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

ATLANTA    AUSTIN    BANGKOK    BEIJING    BRUSSELS     CHARLOTTE    DALLAS    HOUSTON    LONDON    LOS ANGELES

McLEAN    MIAMI    NEW YORK    NORFOLK    RALEIGH    RICHMOND    SAN FRANCISCO    TOKYO    WASHINGTON

Ruby Tuesday, Inc.

February 7, 2013

Page 2

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. This opinion letter is limited to the matters expressly stated herein, and no opinions are to be inferred or may be implied beyond the opinions expressly so stated.

In connection with the foregoing, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

1. The Indenture, including the form of the Exchange Note Guarantees (collectively, the “Note Indenture”);

2. A specimen form of the Exchange Notes;

3. The articles of incorporation of each of the Opinion Parties, as presently in effect;

4. The Bylaws of the applicable Opinion Party, as presently in effect; and

5. Certain resolutions adopted by the board of directors of the applicable Opinion Parties relating to the Exchange Offer, the Registration Statement and related matters.

The documents referenced in items (1) and (2) above, inclusive, are hereinafter collectively referred to as the “Opinion Documents.” We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Opinion Parties, certificates of public officials, certificates of officers or representative of the Opinion Parties and others, and such other documents, certificates and records as we have deemed necessary or appropriate to form the basis for the opinions set forth herein.

For purposes of the opinions expressed below, we have relied, without investigation or independent verification, on each of the following assumptions: (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted as certified or photostatic copies and the authenticity of the originals thereof, (iii) the legal capacity of natural persons, (iv) the genuineness of all signatures, (v) the due authorization, execution and delivery of all documents by all parties and the validity, binding effect and enforceability thereof (other than the authorization, execution and delivery of the Opinion Documents, respectively, by the Opinion Parties, as the case may be), (vi) no party nor any other person has acted in a manner, and no other event has occurred, since the date of execution, adoption, effectiveness or delivery of the Opinion Documents or any other document reviewed by us having a date prior to the date hereof, as the case may be, that would effect an amendment, modify the interpretation thereof or cause any statement made therein not to be true and complete, and (vii) as to factual matters, the truthfulness of the representations and statements included in the Opinion Documents and in the certificates of public officials and officers and representatives of the Opinion Parties.

Ruby Tuesday, Inc.

February 7, 2013

Page 3

Based upon and subject to the foregoing and the qualifications, assumptions and limitations set forth herein, we are of the opinion that:

1. Each of the Opinion Parties is a Georgia corporation that is validly existing and in good standing under the laws of the State of Georgia.

2. Each Opinion Party has the corporate power and authority to enter into and perform its obligations under the Note Indenture.

3. The execution, delivery and performance of the Note Indenture has been duly authorized by all necessary corporate action on the part of each Opinion Party.

4. The Note Indenture has been duly executed and delivered by each Opinion Party.

5. The execution and delivery of the Note Indenture by each of the Opinion Parties, as applicable, does not, and the performance of the Note Indenture by each of the Opinion Parties, as applicable, will not (i) violate the articles of incorporation, or Bylaws, of the respective Opinion Parties, or (ii) violate any applicable Georgia statute, regulation or law.

We express no opinion as to matters governed by the laws of any jurisdiction other than the laws of the State of Georgia.

This opinion letter speaks only as of the date hereof, and we assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion letter or if we become aware after the date of this opinion letter of any facts, whether existing before or arising after the date hereof, that might change the opinions expressed above.

This opinion letter is furnished to you for your benefit in connection with the filing of the Registration Statement and, except as set forth below, may not be relied upon for any other purpose without our prior written consent in each instance. Further, no portion of this letter may be quoted, circulated or referred to in any other document for any other purpose without our prior written consent. Notwithstanding the foregoing, the law firm of Davis Polk & Wardwell LLP may rely upon this opinion letter in connection with the opinion letter to be filed by such firm with respect to the Registration Statement.

Ruby Tuesday, Inc.

February 7, 2013

Page 4

We hereby consent to the filing of this opinion letter with the Commission in connection with the filing of the Registration Statement referred to above. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission issued thereunder.

Very truly yours,

/s/ Hunton & Williams LLP

SCHEDULE A

GEORGIA GUARANTORS

Name

RT Denver, Inc.

RT Louisville, Inc.

RT Orlando, Inc.

RT South Florida, Inc.

RT Tampa, Inc.

RT West Palm Beach, Inc.

EX-5.3

Exhibit 5.3

HUNTON & WILLIAMS LLP BANK OF AMERICA PLAZA SUITE 4100 600 PEACHTREE STREET, N.E. ATLANTA, GEORGIA 30308-2216
TEL	404 • 888 • 4000
FAX	404 • 888 • 4190

February 7, 2013

Ruby Tuesday, Inc.

150 West Church Avenue

Maryville, Tennessee 37801

Re: Registration Statement on Form S-4 Relating to

$238,500,000 Aggregate Principal Amount

of 7^5/8% Senior Notes

Ladies and Gentlemen:

We have acted as special Texas counsel to each of the entities listed on Schedule A attached hereto, each a Texas corporation, limited liability company or limited partnership, as applicable (collectively, the “Texas Guarantors”), in connection with the that certain registration statement on Form S-4 (the “Registration Statement”) filed by Ruby Tuesday, Inc., a Georgia corporation (the “Company”), and certain subsidiaries of the Company, including the Texas Guarantors, with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance of the Company’s 7^5/8% Senior Notes due 2020 (the “Exchange Notes”) and the guarantees as to the payment of principal and interest on the Exchange Notes (the “Exchange Note Guarantees”) by each of the entities listed in the Registration Statement as Guarantors (the “Guarantors”). Pursuant to the prospectus forming a part of the Registration Statement (the “Prospectus”), the Company is offering to exchange in the exchange offer (the “Exchange Offer”) up to $238,500,000 aggregate principal amount of Exchange Notes for a like principal amount of its outstanding 7^5/8% Senior Notes due 2020 (the “Old Notes”), which have not been registered under the Act, and to exchange the Exchange Note Guarantees for the existing guarantees as to the payment of principal and interest on the Old Notes by the Guarantors. The Exchange Notes and the Exchange Note Guarantees will be registered under the Act as set forth in the Registration Statement and will be issued pursuant to the provisions of an Indenture, dated as of May 14, 2012 (as amended and supplemented, the “Indenture”), among the Company, as issuer, the Guarantors (including the Texas Guarantors) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

ATLANTA    AUSTIN    BANGKOK    BEIJING    BRUSSELS     CHARLOTTE    DALLAS    HOUSTON    LONDON    LOS ANGELES

McLEAN    MIAMI    NEW YORK    NORFOLK    RALEIGH    RICHMOND    SAN FRANCISCO    TOKYO    WASHINGTON

Ruby Tuesday, Inc.

February 7, 2013

Page 2

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. This opinion letter is limited to the matters expressly stated herein, and no opinions are to be inferred or may be implied beyond the opinions expressly so stated.

In connection with the foregoing, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

1. The Indenture, including the form of the Exchange Note Guarantees (collectively, the “Note Indenture”);

2. A specimen form of the Exchange Notes;

3. The certificate of formation of each of Texas Guarantors, as presently in effect;

4. The Bylaws, Company Agreement or Agreement of Limited Partnership, as applicable, of the applicable Texas Guarantor, as presently in effect; and

5. Certain resolutions adopted by the board of directors, shareholders, members or partners, as applicable, of the applicable Texas Guarantor relating to the Exchange Offer, the Registration Statement and related matters.

The documents referenced in items (1) and (2) above, inclusive, are hereinafter collectively referred to as the “Opinion Documents.” We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Texas Guarantors, certificates of public officials, certificates of officers or representative of the Texas Guarantors and others, and such other documents, certificates and records as we have deemed necessary or appropriate to form the basis for the opinions set forth herein.

For purposes of the opinions expressed below, we have relied, without investigation or independent verification, on each of the following assumptions: (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted as certified or photostatic copies and the authenticity of the originals thereof, (iii) the legal capacity of natural persons, (iv) the genuineness of all signatures, (v) the due authorization, execution and delivery of all documents by all parties and the validity, binding effect and enforceability thereof (other than the authorization, execution and delivery of the Opinion Documents, respectively, by the Texas Guarantors, as the case may be), (vi) no party nor any other person has acted in a manner, and no other event has occurred, since the date of execution, adoption, effectiveness or delivery of the Opinion Documents or any other document reviewed by us having a date prior to the date hereof, as the case may be, that would effect an amendment, modify the interpretation thereof or cause any statement made therein not to be true and complete, and (vii) as to factual matters, the truthfulness of the representations and statements included in the Opinion Documents and in the certificates of public officials and officers and representatives of the Texas Guarantors.

Ruby Tuesday, Inc.

February 7, 2013

Page 3

Based upon and subject to the foregoing and the qualifications, assumptions and limitations set forth herein, we are of the opinion that:

1. RTT Texas, Inc. is a Texas corporation that is validly existing and in good standing under the laws of the State of Texas.

2. RTTT, LLC is a Texas limited liability company that is validly existing and in good standing under the laws of the State of Texas.

3. RTTA, LP is a Texas limited partnership that is validly existing and in good standing under the laws of the State of Texas.

4. Each Texas Guarantor has the entity power and authority to enter into and perform its obligations under the Note Indenture.

5. The execution, delivery and performance of the Note Indenture has been duly authorized by all necessary entity action on the part of each Texas Guarantor.

6. The Note Indenture has been duly executed and delivered by each Texas Guarantor.

7. The execution and delivery of the Note Indenture by each of the Texas Guarantors, as applicable, does not, and the performance of the Note Indenture by each of the Texas Guarantors, as applicable, will not (i) violate the certificate of formation, or Bylaws, Company Agreement or Agreement of Limited Partnership, of the respective Texas Guarantors, or (ii) violate any applicable Texas statute, regulation or law.

We express no opinion as to matters governed by the laws of any jurisdiction other than the laws of the State of Texas.

Ruby Tuesday, Inc.

February 7, 2013

Page 4

This opinion letter speaks only as of the date hereof, and we assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion letter or if we become aware after the date of this opinion letter of any facts, whether existing before or arising after the date hereof, that might change the opinions expressed above.

This opinion letter is furnished to you for your benefit in connection with the filing of the Registration Statement and, except as set forth below, may not be relied upon for any other purpose without our prior written consent in each instance. Further, no portion of this letter may be quoted, circulated or referred to in any other document for any other purpose without our prior written consent. Notwithstanding the foregoing, the law firm of Davis Polk & Wardwell LLP may rely upon this opinion letter in connection with the opinion letter to be filed by such firm with respect to the Registration Statement.

We hereby consent to the filing of this opinion letter with the Commission in connection with the filing of the Registration Statement referred to above. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission issued thereunder.

Very truly yours,

/s/ Hunton & Williams LLP

SCHEDULE A

TEXAS GUARANTORS

Name

RTT Texas, Inc.

RTTT, LLC

RTTA, LP

EX-5.4

Exhibit 5.4

February 7, 2013   Ruby Tuesday, Inc. 150 West Church Avenue Maryville, TN 37801   Re:    Ruby Tuesday, Inc. Registration Statement on Form S-4 in connection with up to $238,500,000 7 ⁵/₈% Senior Notes due 2020   Ladies and Gentlemen:   We have acted as special local counsel with respect to the laws of the State of Colorado to RTGC, LLC, a Colorado limited liability company, and Ruby Tuesday GC Cards, Inc., a Colorado corporation (each, a “Colorado Guarantor” and, collectively, the “Colorado Guarantors”), in connection with the filing of a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”), relating to the exchange by Ruby Tuesday, Inc., a Georgia corporation (the “Issuer”), of up to $238,500,000 aggregate principal amount of the Issuer’s 7 ⁵/₈% Senior Notes due 2020 (the “Old Notes”) for a new series of notes bearing substantially identical terms and in like principal amount to the Old Notes (the “New Notes”), which New Notes are to be registered under the Act pursuant to the Registration Statement (the foregoing, the “Transaction”). The New Notes are to be issued pursuant to the Indenture, dated as of May 14, 2012 (the “Indenture”), among the Issuer, the subsidiaries of the Issuer listed on the signature pages thereto, and Wells Fargo Bank, National Association, as trustee. The payment obligations of the Issuer pursuant to the New Notes are to be guaranteed by each of the Colorado Subsidiary Guarantors pursuant to and as set forth in Article 10 of the Indenture (each a “Guarantee” and collectively, the “Guarantees”).   In connection with this opinion, we have examined the following documents:   i.       the form of the New Notes;   ii.      an executed copy of the Indenture;   iii.    the Registration Statement;   iv.     photocopies of the articles of incorporation, bylaws, articles of organization or operating agreement, as applicable, of each Colorado Guarantor and applicable resolutions of the managers or directors, as applicable, of each Colorado Guarantor pertaining to the Transaction, certified as being complete, true and correct by the secretary of each Colorado Guarantor;

Ruby Tuesday, Inc. February 7, 2013 Page 2 Bryan Cave LLP

v. certificates issued by the Colorado Secretary of State, dated February 7, 2013, relating to the good standing of each Colorado Guarantor in the State of Colorado; and

vi. originals or copies of such other corporate documents and records of the Colorado Guarantors and certificates of officers of the Colorado Guarantors as we have deemed necessary as a basis for the opinions expressed herein.

In such examination, we have assumed the genuineness of all signatures, the legal competency of each individual executing any such documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies of originals and the authenticity of the originals of such copies. As to all factual matters material to the opinions expressed herein, we have (with your permission and without any investigation or independent verification) relied upon, and assumed the accuracy and completeness of, such certificates and corporate documents and records and the statements of fact and representations and warranties contained in the Indenture and the other documents and instruments examined by us. In connection with this opinion, we have assumed that the New Notes will be issued and sold in the manner described in the Registration Statement. Our opinions set forth herein are subject to compliance with (i) the pertinent provisions of the Act and, with respect to the Indenture and the Guarantees, the Trust Indenture Act of 1939, as amended and (ii) such securities or “blue sky” laws of any jurisdiction as may be applicable.

Based solely upon the foregoing and subject to the comments, qualifications and other matters set forth herein, we are of the opinion that:

1. Each Colorado Guarantor is validly existing under the laws of the State of Colorado.

2. Each of the Colorado Guarantors has all necessary corporate or limited liability company power and authority, as applicable, to perform its obligations under the Indenture (including the Guarantee therein).

3. The execution and delivery of the Indenture (including the Guarantee therein) have been duly authorized by all requisite corporate or limited liability company action, as applicable, on the part of each Colorado Guarantor.

In rendering this opinion we have made no examination of and express no opinion with respect to (i) the characterization of the Transaction, the New Notes or the Guarantees under tax laws and regulations or the tax liabilities of the parties with respect thereto, (ii) matters of anti-trust laws, (iii) matters relating to the statutes and ordinances, the administrative decisions, and the

Ruby Tuesday, Inc. February 7, 2013 Page 3 Bryan Cave LLP

rules and regulations of counties, towns, municipalities and special political subdivisions (whether created or enabled through legislative action at the federal, state or regional level), and similar matters of local law, and judicial decisions to the extent that they deal with any of the foregoing, (iv) matters of securities laws, including, without limitation, any blue sky laws, (v) compliance with applicable antifraud statutes, rules or regulations, (vi) matters of anti-money laundering laws, or (vii) insolvency, pension, employee benefit, environmental, intellectual property, banking, insurance, labor, health or safety laws. Without limiting the foregoing, no opinion is expressed herein with respect to (a) the qualification of the New Notes or the Guarantees under the securities or blue sky laws of any federal, state or any foreign jurisdiction, (b) the compliance with any federal or state law, rule or regulation relating to securities, or to the sale or issuance thereof or (c) the Trust Indenture Act of 1939, as amended.

The opinions expressed herein are limited to the substantive laws of the State of Colorado. The opinions expressed herein with respect to the existence of the Colorado Guarantors in the State of Colorado are based solely upon the certificates of good standing reviewed by us. In rendering the opinions expressed herein, we have assumed that no action that has been taken by the Colorado Guarantors in connection with the matters described or referred to herein will be modified, rescinded or withdrawn after the date hereof.

We consent to your filing this opinion as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and to the reference to our firm under the caption “Validity of Securities” in the prospectus contained in the Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC promulgated thereunder.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matter. The opinions expressed herein are rendered as of the date hereof. We do not undertake to advise you of matters that may come to our attention subsequent to such time as the Registration Statement is declared effective and that may affect the opinions expressed herein, including without limitation, future changes in applicable law. This letter is our opinion as to certain legal conclusions as specifically set forth herein and is not and should not be deemed to be a representation or opinion as to any factual matters. The opinions expressed herein may not be quoted in whole or in part or otherwise used or referred to in connection with any other transactions; however, Davis Polk & Wardwell LLP may rely upon this opinion as if it were addressed to such firm in connection with the opinion of such firm to be filed with the SEC with respect to the Transaction.

Very truly yours,

/s/ BRYAN CAVE LLP

EX-5.5

Exhibit 5.5

February 7, 2013   Ruby Tuesday 150 West Church Avenue Maryville, TN 37801   Re:   Ruby Tuesday, Inc. Registration Statement on Form S-4 in connection with up to $238,500,000 7 5/8% Senior Notes due 2020   Ladies and Gentlemen:   We have acted as special local counsel with respect to the laws of the State of Kansas to RT KCMO, Inc. a Kansas corporation (the “Kansas Guarantor”), in connection with the filing of a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”), relating to the exchange by Ruby Tuesday, Inc., a Georgia corporation (the “Issuer”), of up to $238,500,000 aggregate principal amount of the Issuer’s 7 ⁵/₈% Senior Notes due 2020 (the “Old Notes”), for a new series of notes bearing substantially identical terms and in like principal amount to the Old Notes (the “New Notes”), which New Notes are to be registered under the Act pursuant to the Registration Statement (the foregoing, the “Transaction”). The New Notes are to be issued pursuant to the Indenture, dated as of May 14, 2012 (the “Indenture”), among the Issuer, the subsidiaries of the Issuer listed on the signature pages thereto, and Wells Fargo Bank, National Association, as trustee. The payment obligations of the Issuer pursuant to the New Notes are to be guaranteed by the Kansas Guarantor pursuant to and as set forth in Article 10 of the Indenture (the “Guarantee”).   In connection with this opinion, we have examined the following documents:   i.       the form of the New Notes;   ii.      an executed copy of the Indenture;   iii.    the Registration Statement;   iv.     photocopies of the articles of incorporation and bylaws of the Kansas Guarantor and applicable resolutions of the directors of the Kansas Guarantor pertaining to the Transaction, certified as being complete, true and correct by the secretary of the Kansas Guarantor;

Ruby Tuesday February 7, 2013 Page 2 Bryan Cave LLP

v. certificates issued by the Kansas Secretary of State, dated February 7, 2013, relating to the good standing of the Kansas Guarantor in the State of Kansas; and

vi. originals or copies of such other corporate documents and records of the Kansas Guarantor and certificates of officers of the Kansas Guarantor as we have deemed necessary as a basis for the opinions expressed herein.

In such examination, we have assumed the genuineness of all signatures, the legal competency of each individual executing any such documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies of originals and the authenticity of the originals of such copies. As to all factual matters material to the opinions expressed herein, we have (with your permission and without any investigation or independent verification) relied upon, and assumed the accuracy and completeness of, such certificates and corporate documents and records and the statements of fact and representations and warranties contained in the Indenture and the other documents and instruments examined by us. In connection with this opinion, we have assumed that the New Notes will be issued and sold in the manner described in the Registration Statement. Our opinions set forth herein are subject to compliance with (i) the pertinent provisions of the Act and, with respect to the Indenture and the Guarantee, the Trust Indenture Act of 1939, as amended and (ii) such securities or “blue sky” laws of any jurisdiction as may be applicable.

Based solely upon the foregoing and subject to the comments, qualifications and other matters set forth herein, we are of the opinion that:

1. The Kansas Guarantor is validly existing under the laws of the State of Kansas.

2. The Kansas Guarantor has all necessary corporate power and authority to perform its obligations under the Indenture (including the Guarantee therein).

3. The execution and delivery of the Indenture (including the Guarantee therein) has been duly authorized by all requisite corporate action on the part of the Kansas Guarantor.

In rendering this opinion we have made no examination of and express no opinion with respect to (i) the characterization of the Transaction, the New Notes or the Guarantee under tax laws and regulations or the tax liabilities of the parties with respect thereto, (ii) matters of anti-trust laws, (iii) matters relating to the statutes and ordinances, the administrative decisions, and the rules and regulations of counties, towns, municipalities and special political subdivisions (whether created or enabled through legislative action at the federal, state or regional level), and similar matters of local law, and judicial decisions to the extent that they deal with any of the foregoing, (iv) matters of securities laws, including, without limitation, any blue sky laws, (v) compliance with applicable antifraud statutes, rules or regulations, (vi) matters of anti-money laundering laws, or (vii) insolvency, pension, employee benefit, environmental, intellectual property, banking, insurance, labor, health or safety laws. Without limiting the foregoing, no opinion is expressed herein with respect to (a) the qualification of the New Notes or the Guarantee under the securities or blue sky laws of any federal, state or any foreign jurisdiction, (b) the compliance with any federal or state law, rule or regulation relating to securities, or to the sale or issuance thereof or (c) the Trust Indenture Act of 1939, as amended.

Ruby Tuesday February 7, 2013 Page 3 Bryan Cave LLP

The opinions expressed herein are limited to the substantive laws of the State of Kansas. The opinions expressed herein with respect to the existence of the Kansas Guarantor in the State of Kansas are based solely upon the certificates of good standing reviewed by us. In rendering the opinions expressed herein, we have assumed that no action that has been taken by the Kansas Guarantor in connection with the matters described or referred to herein will be modified, rescinded or withdrawn after the date hereof.

We consent to your filing this opinion as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and to the reference to our firm under the caption “Validity of Securities” in the prospectus contained in the Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC promulgated thereunder.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matter. The opinions expressed herein are rendered as of the date hereof. We do not undertake to advise you of matters that may come to our attention subsequent to such time as the Registration Statement is declared effective and that may affect the opinions expressed herein, including without limitation, future changes in applicable law. This letter is our opinion as to certain legal conclusions as specifically set forth herein and is not and should not be deemed to be a representation or opinion as to any factual matters. The opinions expressed herein may not be quoted in whole or in part or otherwise used or referred to in connection with any other transactions; however, Davis Polk & Wardwell LLP may rely upon this opinion as if it were addressed to such firm in connection with the opinion of such firm to be filed with the SEC with respect to the Transaction.

Very truly yours,

/s/ BRYAN CAVE LLP

EX-5.6

Exhibit 5.6

February 7, 2013

Ruby Tuesday, Inc.

150 West Church Ave.

Maryville, TN 37801

Re: Quality Outdoor Services, Inc.

Ladies and Gentlemen:

I am Senior Vice President – Chief Legal Officer and Secretary for Ruby Tuesday, Inc., a Georgia corporation (the “Company”), and the Company’s subsidiaries that guarantee the Notes (as defined below), and have acted as counsel in connection with the Company’s offer (the “Exchange Offer”) to exchange up to $238,500,000 aggregate principal amount of its 7 ⁵/₈% Senior Notes due 2020 (the “New Notes”) for any and all of the Company’s outstanding 7 ⁵/₈% Senior Notes due 2020 issued on May 14, 2012 (the “Old Notes” and together with the New Notes the “Notes”) pursuant to a registration statement on Form S-4 under the Securities Act of 1933, as amended, filed with the Securities and Exchange Commission on the date hereof. This opinion is furnished to you in connection therewith. The Old Notes are guaranteed, and the New Notes will be guaranteed, by, among others, each of the Tennessee Guarantors (as defined below) pursuant to the terms of the Indenture (as defined below).

In connection with this opinion, I have examined or caused to be examined originals or copies, certified or otherwise identified to my satisfaction, of the following documents:

(1) The Indenture dated May 14, 2012, among the Company, certain subsidiaries of the Company as guarantors, including the Tennessee Guarantors, and Wells Fargo Bank, National Association as trustee (the “Indenture”);

(2) The Charter of Incorporation of Quality Outdoor Services, Inc., dated November 10, 1993, and issued by the Tennessee Secretary of State on May 1, 2012;

(3) The Bylaws of Quality Outdoor Services, Inc., adopted as of December 23, 1993;

(4) The Unanimous Written Consent of the Board of Directors of Quality Outdoor Services, Inc., dated April 19, 2012;

(5) The good standing certificate of Quality Outdoor Services, Inc., issued by the Tennessee Secretary of State on February 7, 2013;

(6) The Articles of Organization of RT Distributing, LLC, dated October 16, 2006, and issued by the Tennessee Secretary of State on May 1, 2012;

(7) The Limited Liability Operating Agreement for RT Distributing, LLC, dated October 17, 2006;

(8) The Written Consent Action of the Sole Member of RT Distributing, LLC dated April 19, 2012;

(9) The Written Consent Action of the Managers of RT Distributing, LLC dated February 6, 2013; and

(10) The good standing certificate of RT Distributing, LLC, issued by the Tennessee Secretary of State on February 7, 2013.

In addition, I have examined such other documents as I have deemed appropriate as the basis for the opinions hereinafter set forth.

Based on the foregoing, and subject to the qualifications, limitations and assumptions stated herein, in my opinion:

1. Quality Outdoor Services, Inc. is a corporation duly organized, validly existing and in good standing under the laws of the State of Tennessee and has all requisite power and authority to carry on its business as now conducted and to own and lease its property.

2. Quality Outdoor Services, Inc. has the corporate power to execute, deliver and perform the Indenture.

3. The execution and delivery by Quality Outdoor Services, Inc. of the Indenture, and the performance by Quality Outdoor Services, Inc. of the Indenture (a) have been duly authorized by all necessary corporate action on the part of Quality Outdoor Services, Inc. and (b) do not violate (i) the Articles of Incorporation or the Bylaws of Quality Outdoor Services, Inc. or (ii) Generally Applicable Law (as defined below).

4. RT Distributing, LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Tennessee and has all requisite power and authority to carry out its business as now conducted and to own and lease its property.

5. RT Distributing, LLC has the limited liability company power to execute, deliver and perform the Indenture.

6. The execution and delivery by RT Distributing, LLC of the Indenture, and the performance by RT Distributing of the Indenture (a) have been duly authorized by all necessary limited liability company action on the part of RT Distributing, LLC and (b) do not violate (i) the Certificate of Formation of RT Distributing, LLC or the Operating Agreement of RT Distributing, LLC or (ii) Generally Applicable Law (as defined below).

The opinions set forth above are subject to the following qualifications and limitations:

(A) In all cases, I have assumed the genuineness of all signatures (other than those of the officers of Quality Outdoor Services, Inc. and RT Distributing, LLC (collectively, the “Tennessee Guarantors”)), the authenticity of all documents submitted to me as originals,

the conformity to authentic original documents of documents submitted to me as copies and the conformity to executed documents of those submitted as drafts. As to questions of fact material to this opinion, I have relied with your permission upon the accuracy of certificates and other comparable documents of appropriate officers and representatives of the Tennessee Guarantors, and upon certificates of public officials. I have not undertaken any independent investigation of factual matters.

(B) In addition, in rendering the opinions set forth herein, except to the extent an opinion is specifically given above with respect to the Tennessee Guarantors, I have assumed without investigation, with respect to all of the documents referred to in this letter and the transactions contemplated by the Indenture, that:

i. Each party to such documents and transactions (other than the Tennessee Guarantors) (1) has satisfied those legal requirements that are applicable to the extent necessary to make such documents valid and binding upon, and enforceable against, it and (2) has complied and will comply with all legal requirements pertaining to its status as such status relates to its rights to enter into, perform and enforce the documents;

ii. Except as contemplated under the Indenture, the execution, delivery and performance of the Indenture by each of the parties thereto (other than the Tennessee Guarantors) is enforceable against each such other party in accordance with its terms.

(C) I have assumed the legal capacity of all individuals that executed the Indenture.

(D) The opinions set for herein are given as of the date hereof and are based upon the law (as such law is currently interpreted by regulations or published opinions) and the state of facts which exist as of the date of this opinion. The opinions in this opinion letter are based upon, and I express opinions only with respect to, the laws of the State of Tennessee (“Generally Applicable Law”).

This opinion is intended for the benefit of Ruby Tuesday, Inc. on the date hereof, and only in connection with the Exchange Offer, and may not be disclosed to, quoted from or relied upon for any other purpose without my written consent; provided that Davis Polk & Wardwell LLP may rely upon this opinion as if it were addressed to them. This opinion is rendered as of the date hereof, is based upon and relies upon the current status of law and my current knowledge of facts. I assume no responsibility to advise you as to any change of law that occurs, or any fact that comes to my attention, after the date hereof, however nothing in this opinion abrogates any obligation of the Tennessee Guarantors pursuant to the Indenture.

Very truly yours,

/s/ Scarlett May

Scarlett May

Ruby Tuesday, Inc.

Senior Vice President – Chief Legal Officer and

Secretary

EX-5.7

Exhibit 5.7

February 7, 2013

Ruby Tuesday, Inc.

150 West Church Avenue

Maryville, Tennessee 37801

Re: Indenture dated as of May 14, 2012 (the “Indenture”) by and among Ruby Tuesday, Inc., a Georgia corporation (the “Company”), 4721 RT of Pennsylvania, Inc. (the “Pennsylvania Guarantor”), the other parties to the Indenture as Guarantors (those entities, together with the Pennsylvania Guarantor, the “Guarantors”), and Wells Fargo Bank, National Association, a national banking association (“Trustee”).

Ladies and Gentlemen:

We have acted as special counsel to the Pennsylvania Guarantor in connection with the transactions contemplated by the Indenture, specifically, the Company’s offer to exchange up to $238,500,000 aggregate principal amount of the Company’s 7 ⁵/₈ % Senior Notes due 2020 which have been registered under the Securities Act of 1933 (the “Notes”) pursuant to a registration statement on Form S-4 (the “Registration Statement”) (such transaction, the “Transaction”).

Reviewed Documents

In our capacity as special counsel, we have examined the Indenture. All capitalized words used in this letter that are not otherwise defined herein shall have the meanings ascribed to them in the Indenture.

In addition, we have also examined the following:

(a) The Pennsylvania Guarantor’s Articles of Incorporation;

(b) The Pennsylvania Guarantor’s bylaws;

February 7, 2013

Page 2

(c) The Written Consent in Lieu of Meeting of the Sole Shareholder of the Pennsylvania Guarantor dated as of January 24, 2013, approving the Articles of Incorporation and Bylaws and the election of Directors;

(d) The Written Consent Action of the Sole Shareholder of the Pennsylvania Guarantor dated April 19, 2012 (the “Shareholder Authorizing Consent”);

(e) The Written Consent in Lieu of Meeting of the of Board of Directors of the Pennsylvania Guarantor dated January 28, 2013 (the “Authorizing Consent”)

(f) The Written Consent in Lieu of Meeting of the of Board of Directors of the Pennsylvania Guarantor dated January 28, 2013, approving the election of Officers;

(g) Subsistence Certificate for the Pennsylvania Guarantor issued by the Commonwealth of Pennsylvania (the “State”) on January 22, 2013;

(h) Incumbency and Signature Certificate of the Sole Shareholder dated as of January 28, 2013 (the “Shareholder Incumbency Certificate”);

(i) Incumbency and Signature Certificate of the Pennsylvania Guarantor dated as of January 28, 2013 (the “Incumbency Certificate”);

(j) such other documents and matters as we have deemed necessary and appropriate to render the opinions set forth in this letter, subject to the assumptions, qualifications, limitations, exceptions and restrictions noted below.

We have not reviewed any documents other than the Indenture and the documents listed in paragraphs (a) through (j) above, nor have we reviewed any document (other than the Indenture and the documents listed in paragraphs (a) though (j) above) that is referred to or incorporated by reference into the Indenture or the documents listed in paragraphs (a) through (j) above.

Opinions

Based solely upon the foregoing, and subject to the assumptions, qualifications, limitations, exceptions and restrictions hereinafter set forth, we are of the opinion that:

1. The Pennsylvania Guarantor is a corporation validly existing and presently subsisting under the laws of the Commonwealth of Pennsylvania.

February 7, 2013

Page 3

2. The Pennsylvania Guarantor has the requisite corporate power and authority to enter into, execute, deliver and perform its obligations under the Indenture and to incur the obligations provided for therein.

3. The execution, delivery and performance of the Indenture has been duly authorized by all necessary corporate action on the part of the Pennsylvania Guarantor and the Pennsylvania Guarantor has duly executed the Indenture.

4. The execution and delivery by the Pennsylvania Guarantor of the Indenture and the performance by the Pennsylvania Guarantor of its obligations under the Indenture will not result in any violation of (a) the Pennsylvania Guarantor’s articles of incorporation or bylaws, or (b) any Pennsylvania statute or any published rule or regulation issued by any agency of the Commonwealth of Pennsylvania pursuant to any Pennsylvania statute.

5. Courts located in the Commonwealth of Pennsylvania should enforce the provisions of the Pennsylvania Guarantor Documents stating that the laws of the State of New York will govern the interpretation and enforceability of the Pennsylvania Guarantor Documents in an action brought in such court with respect to the Pennsylvania Guarantor Documents.

Assumptions, Qualifications and Limitations

The opinions set forth in this letter are subject to the following assumptions, qualifications, limitations, exceptions and restrictions:

1. We have made the following assumptions:

(a) Each document submitted to us for review is accurate and complete; each such document submitted to us as an original is authentic; each such document submitted to us as a copy conforms to the original document.

(b) There exists no provision in any document binding upon the Pennsylvania Guarantor that we have not reviewed that is inconsistent with the opinions stated herein.

(c) All signatures of the parties on the Indenture are genuine.

(d) Parties who are natural persons, and natural persons acting on a party’s behalf, have the requisite legal capacity.

(e) Each of the parties to the Indenture other than the Pennsylvania Guarantor (the “Other Parties”) has satisfied all legal requirements necessary to make the Indenture enforceable against it. Without limiting the generality of the

February 7, 2013

Page 4

foregoing, we have assumed that each of the Other Parties: (i) has legal existence; (ii) has taken all corporate or other action necessary to complete the transactions contemplated by the Indenture; (iii) has duly authorized, executed and delivered the Indenture; (iv) has the power to enter into the Indenture; (v) has satisfied the legal requirements that are applicable to it, to the extent necessary to make the Indenture enforceable against it, and has complied with all legal requirements pertaining to its status as such status relates to its rights to enforce the Indenture against the Pennsylvania Guarantor.

(f) The Trustee will (i) act in good faith in the exercise of any rights or enforcement of any remedies under the Indenture; and (ii) comply with all requirements of applicable procedural and substantive law in exercising any rights or enforcing any remedies under the Indenture.

(g) The Indenture accurately reflects the complete understanding of the parties with respect to the transactions contemplated thereby and the rights and obligations of the parties thereunder.

(h) There are no agreements or understandings among the parties, written or oral, and there is no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement, modify, amend or qualify the terms of the Indenture.

(i) The conduct of the parties to the Indenture have complied with any requirement of good faith, fair dealing and conscionability.

(j) There has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence.

2. When used in this letter as to any opinion or other matter, the words “our knowledge,” “actual knowledge,” or words of similar import mean the conscious awareness of facts by any of the lawyers presently with this firm who have given substantial substantive attention to the legal representation of the Pennsylvania Guarantor Parties in connection with the Transaction. “Knowledge” does not include awareness that might be obtained by a review of this firm’s files or records. We have undertaken no independent investigation or verification of such matters.

3. We express no opinion with respect to the Company or any Guarantor other than the Pennsylvania Guarantor.

4. As to certain matters of fact material to the opinions expressed herein, we have relied upon the following, without independent verification:

February 7, 2013

Page 5

(a) representations of and information provided by the Pennsylvania Guarantor in (i) Article 10 of the Indenture; and (ii) the schedules to the Indenture; and

(b) certificates of public officials.

5. The opinions expressed in this letter are limited by and subject to the effect of (a) Federal and state bankruptcy, insolvency, reorganization, receivership, rearrangement, liquidation, moratorium, fraudulent transfer and other similar laws affecting the rights and remedies of creditors generally, and (b) general principles of equity, whether applied in a proceeding in equity or at law.

6. Certain agreements, rights, remedies, waivers and other provisions of the Indenture may not be enforceable strictly in accordance with their terms under applicable laws, rules and judicial decisions; however, the unenforceability of any such agreement, right, remedy, waiver or provision does not (a) render the Indenture invalid as a whole; or (b) preclude (i) the judicial enforcement of the obligations of the Pennsylvania Guarantor to repay the principal of the Notes and (to the extent not deemed a penalty) the interest thereon; or (ii) the acceleration of the Pennsylvania Guarantor’s obligation to repay the principal of the Notes and (to the extent not deemed a penalty) the interest thereon, upon a material default by the Pennsylvania Guarantor in the payment of such principal and interest or upon a material default in any other material provision of the Loan Documents.

7. Without limiting the generality of the preceding section, we express no opinion regarding the enforceability of the following:

(a) self-help remedies;

(b) waivers and releases of the benefit of procedural or substantive rights or defenses, including, without limitation, (i) statutes of limitations, (ii) moratorium laws, (iii) laws exempting certain property and/or proceeds from execution, attachment, levy or sale, (iv) rights to notice, and (v) right to a jury trial;

(c) waivers and releases of errors, defects and imperfections in proceedings;

(d) waivers and releases of obligations of good faith, fair dealing, diligence, care, and reasonableness;

(e) provisions that entitle any Holder, as a matter of right, to the appointment of a receiver after the occurrence of a default;

February 7, 2013

Page 6

(f) provisions imposing increased interest rates or late payment charges upon delinquency in payment or the occurrence of a default;

(g) provisions imposing liquidated damages or prepayment premiums, to the extent they are deemed to be penalties or forfeitures;

(h) provisions requiring any Pennsylvania Guarantor Party to indemnify the Trustee, any Holder or any of their agents, officers, or directors, or exculpating the Trustee or any Holder from liability for its actions or inaction to the extent such indemnification or exculpation is contrary to public policy or law;

(i) provisions requiring that all waivers under and/or modifications of the Indenture be in writing;

(j) provisions relating to choice of law (except as stated in paragraph 5 of this opinion, subject to the assumptions, qualifications and limitations set forth herein) or choice of venue;

(k) provisions entitling the Trustee to act as attorney-in-fact for the Pennsylvania Guarantor;

(l) provisions for the concurrent or cumulative exercise of remedies that would have the effect of compensating the Trustee or any Holder for an amount in excess of its actual loss;

(m) provisions obligating a party to pay attorneys’ fees or other costs of collection in excess of what a court deems reasonable.

8. The enforceability of the Indenture may be limited to the extent that remedies are sought for a breach that a court concludes is not material or does not adversely affect the Trustee or any Holder.

9. The enforceability of the Indenture may be limited by unconscionable or inequitable conduct on the part of the Trustee, defenses arising from the Trustee’s failure to act in accordance with the terms and conditions of the Indenture, defenses arising as a consequence of the passage of time, or defenses arising as a result of the Trustee’s failure to act reasonably or in good faith.

10. We express no opinion with respect to any of the following: (a) title to any real property, personal property or fixtures; or (b) the creation, perfection, or priority of any liens, encumbrances or security interests in real property, personal property or fixtures.

February 7, 2013

Page 7

11. We have assumed that the State of New York has a substantial relationship to the Pennsylvania Guarantor and the other parties to the Indenture, and that there is a reasonable basis for the choice of New York laws as the laws governing interpretation and enforceability of the Indenture.

12. We have assumed that courts located in the Commonwealth of Pennsylvania would find, in an action brought in such court with respect to the Indenture, that application of the laws of the State of New York to the interpretation and enforceability of the Pennsylvania Guarantor Documents, are not contrary to a fundamental public policy of the Commonwealth of Pennsylvania.

13. The opinions set forth in this letter:

(a) are limited to the law of the State and the Federal law of the United States of America, each to the extent applicable. We express no opinion as to the laws of any other jurisdiction or the effect thereof;

(b) are based on our consideration of only those statutes, rules, regulations and judicial decisions that, in our experience, are normally applicable to transactions of the type contemplated by the Indenture;

(c) are limited to those matters that are expressly set forth in this letter, and no opinion may be inferred or implied beyond the matters expressly set forth in this letter;

(d) must be read in conjunction with the assumptions, qualifications, limitations, exceptions and restrictions set forth in this letter;

(e) are rendered as of the date of this letter, and we assume no obligation to update or supplement this opinion at any time or for any reason, including, without limitation, any changes in applicable law or changes of any facts or circumstances of which we become aware;

(f) are for the Company’s use in connection with the Transaction, and may not be used or relied upon for any other purpose. Davis Polk & Wardwell LLP may rely upon this opinion as if it were addressed to them and this opinion may be filed as an exhibit to the Registration Statement.

Very truly yours,

/s/ Saul Ewing LLP

EX-5.8

Exhibit 5.8

February 7, 2013

Ruby Tuesday, Inc.

150 West Church Ave.

Maryville, TN 37801

Re: Registration of Securities of Ruby Tuesday, Inc., a Georgia corporation (the “Company”)

Ladies and Gentlemen:

We have acted as special Arkansas counsel for RT Arkansas Club, Inc., an Arkansas nonprofit corporation; RT Jonesboro Club, an Arkansas nonprofit corporation; Ruby Tuesday of Conway, Inc., an Arkansas nonprofit corporation; Ruby Tuesday of Russellville, Inc., an Arkansas nonprofit corporation; and Ruby Tuesday of Bryant, Inc., an Arkansas nonprofit corporation (each a “Guarantor” and, collectively, “Guarantors”), in connection with a Registration Statement on Form S-4, as amended or supplemented (the “Registration Statement”) filed by the Company with the U.S. Securities and Exchange Commission relating to the registration of the offer by the Company to exchange up to $238,500,000.00 aggregate principal amount of the Company’s 7 ⁵/₈% Senior Notes Due 2020 and the guaranties thereof, which have been registered under the Securities Act of 1933 (the “Exchange Notes”), for a like principal amount of the Company’s outstanding 7 ⁵/₈% Senior Notes Due 2020 and the guarantees thereof (the “Old Notes”). The Exchange Notes are to be guaranteed by Guarantors and certain other subsidiaries of the Company. We have only acted as counsel to Guarantors as specifically described in this opinion letter; accordingly, you understand that, as more particularly hereinafter described, no inference as to our knowledge of any fact relevant to the opinions set forth herein should be drawn solely from our representation of Guarantors in this particular matter. Except as otherwise indicated, capitalized terms used in this opinion letter and defined in the Indenture dated as of May 14, 2012 among the Company, the guarantors party thereto, and Wells Fargo Bank, N.A. (the “Indenture”), governing the Exchange Notes and Old Notes, have the meanings given in the Indenture.

In rendering this opinion letter, we have examined copies of the Articles of Incorporation, Bylaws, and written consents of the sole Member and the Board of Directors of each Guarantor, and such other documents, corporate records, certificates or comparable documents of public officials and of officers and other representatives of the Guarantors, and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion letter.

Kansas City | St. Louis | Phoenix | Denver | Washington, D.C. | Omaha | Wichita | Overland Park | Jefferson City | Decatur 1.800.846.1201

Ruby Tuesday, Inc.

February 7, 2013

Page 2

In such examination, we have assumed, with your consent and without independent investigation on our part, that: (a) each document submitted to us for review is authentic, accurate, and complete, each such document that is a copy conforms to an authentic original, and all signatures on each such document are genuine; (b) each certificate issued by a governmental official, office, or agency concerning an entity’s status, including but not limited to certificates of corporate status, is accurate, complete, and authentic; (c) all natural persons who have signed, or will sign, any document reviewed by us had, or will have, as the case may be, the legal capacity and competency to do so at the time of such signature; (d) the due authorization, execution and delivery of all documents by all parties and the validity, binding effect and enforceability thereof (other than the authorization, execution and delivery of the documents by the Guarantors); (e) the Indenture is in full force and effect and has not been terminated; and (f) the Exchange Notes will be issued and sold in compliance with the applicable federal and state securities laws and in the manner stated in the Registration Statement and the Prospectus.

The opinions expressed herein are subject to, and may be limited or affected by, the following:

A.(i) bankruptcy, insolvency, reorganization, moratorium, receivership and/or other laws relating to or affecting the rights of creditors generally; (ii) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (whether considered in a proceeding in equity or an action at law); and (iii) public policy considerations.

B. The invalidity or unenforceability, under certain circumstances, under state or federal law or court decisions, of provisions indemnifying a party against liability for its own wrongful or negligent acts or where such indemnification is contrary to public policy.

Notwithstanding anything contained herein which may be construed to the contrary, this opinion letter is based, as to matters of law, solely on the Arkansas Nonprofit Corporation Act, Ark. Code Ann. §4-28-201, et seq (the “Act”). This opinion letter is rendered as of the date hereof, and we express no opinion as to any event, fact, circumstance, or development subsequent to the date of this opinion letter. We undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth in this opinion letter that may result from any change of law or fact that may arise after the date of this opinion letter. Our opinions are limited to the matters stated herein, and no opinion is to be implied or inferred beyond the matters stated herein.

Based upon and subject to the foregoing, we are of the opinion that:

1. Each Guarantor is an Arkansas corporation validly existing in good standing under the laws of the State of Arkansas;

Ruby Tuesday, Inc.

February 7, 2013

Page 3

2. The execution, delivery and performance of the Indenture have been duly authorized by all necessary corporate action on the part of each Guarantor, and each Guarantor has duly executed and delivered the Indenture;

3. Each Guarantee by each Guarantor with respect to the Exchange Notes has been duly authorized by each Guarantor; and

4. Each Guarantor’s execution and delivery of, and performance of its obligations under, the Indenture and the issuance of the Guarantee by each Guarantor do not and will not (a) violate the provisions of the Articles of Incorporation or Bylaws of the Guarantors or (b) violate the Act.

We consent to your filing this opinion letter as an exhibit to the Registration Statement. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Securities Act of 1933. This opinion letter is rendered for your benefit in connection with the above matter and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act of 1933, but may not be relied upon in any manner by any other person without our prior written consent. Davis Polk & Wardwell LLP may rely upon this opinion as if it were addressed to them in connection with the opinion of such firm to be filed as an exhibit to the Registration Statement.

Very truly yours,

/S/ STINSON MORRISON HECKER LLP

EX-12.1

Exhibit 12.1

Ruby Tuesday, Inc

Unaudited Computation of Ratio of Consolidated

Earnings to Fixed Charges

(Dollar Amounts in Millions)

	Twenty Six Weeks Ended			Fiscal Year Ended
	December 4, 2012			June 5, 2012			May 31, 2011		June 1, 2010		June 2, 2009			June 3, 2008
Earnings before fixed charges:
(Loss) income from continuing operations before income taxes	$	(12.5	)	$	(0.2	)	$	46.9	$	57.8	$	(42.9	)	$	23.7
Add equity in losses (deduct equity in earnings) of equity interest		-			-			0.6		0.3		—			3.5
Distribution of earnings from equity investees		-			-			—		—		—			—
Less Capitalized interest		0.2			0.5			0.6		0.6		0.5			(0.2	)
		(12.3	)		0.3			48.1		58.7		(42.4	)		27.0
Fixed charges:
Interest expense		14.0			23.5			14.1		18.0		36.7			33.1
Interest portion of rent expense		8.3			15.8			14.7		14.0		15.7			16.4
Total fixed charges		22.3			39.3			28.8		32.0		52.4			49.5
Adjusted earnings from continuing operations before income taxes available to cover fixed charges	$	10.0		$	39.6		$	76.9	$	90.7	$	10.0		$	76.5
Ratio of earnings to fixed charges		0.45			1.01			2.67		2.83		0.19			1.55
Amount by which earnings were insufficient to cover fixed charges		(12.3	)		N/A			N/A		N/A	$	(42.4	)		N/A

* We are presenting the ratio above solely pursuant to the requirement set forth in Item 503 of Regulation S-K. The earnings and fixed charges in the above ratio are calculated using the definitions as set for by Regulation S-K.

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Ruby Tuesday, Inc.:

We consent to the use of our reports dated August 6, 2012, except as to notes 1 and 16, which are as of February 7, 2013, with respect to the consolidated balance sheets of Ruby Tuesday, Inc. as of June 5, 2012 and May 31, 2011, and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended June 5, 2012, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of June 5, 2012, which reports appear in the Form 8-K of Ruby Tuesday, Inc. dated February 7, 2013, incorporated by reference in the registration statement on Form S-4 and related prospectus, and to the reference therein to our firm under the heading “Experts.”

/s/ KPMG LLP

Knoxville, Tennessee

February 7, 2013

EX-25.1

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association	94-1347393
(Jurisdiction of incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification No.)
101 North Phillips Avenue Sioux Falls, South Dakota	57104
(Address of principal executive offices)	(Zip code)

Wells Fargo & Company

Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17^th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

(Name, address and telephone number of agent for service)

RUBY TUESDAY, INC.

(Exact name of obligor as specified in its charter)

See Table of Additional Registrants

Georgia	63-0475239
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
150 West Church Avenue Maryville, TN	37801
(Address of principal executive offices)	(Zip code)

7 ⁵/₈% Senior Notes due 2020

(Title of the indenture securities)

Exact Name of Registrant as Specified in Its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
RTBD, Inc. **	Delaware	46-0486505
RT Finance, Inc.	Delaware	20-1187242
Ruby Tuesday GC Cards, Inc.	Colorado	20-8654931
RT Tampa Franchise, LP	Delaware	72-1375290
RT Orlando Franchise, LP	Delaware	62-1375105
RT South Florida Franchise, LP	Delaware	72-1373535
RT New York Franchise, LLC	Delaware	63-1231154
RT Southwest Franchise, LLC	Delaware	63-1189715
RT Michiana Franchise, LLC	Delaware	63-1228739
RT Franchise Acquisition, LLC	Delaware	62-1811438
RT Kentucky Restaurant Holdings, LLC	Delaware	72-1527435
RT Florida Equity, LLC	Delaware	20-1187159
RTGC, LLC	Colorado	82-0550770
RT Detroit Franchise, LLC	Delaware	63-1228738
RT Michigan Franchise, LLC	Delaware	63-1228760
RT West Palm Beach Franchise, LP	Delaware	63-1200359
RT New England Franchise, LLC	Delaware	63-1214970
RT Long Island Franchise, LLC	Delaware	63-1204072
Ruby Tuesday, LLC	Delaware	62-1821391
RT Indianapolis Franchise, LLC	Delaware	62-1856016
RT Denver Franchise, LP	Delaware	63-1192621
RT Omaha Franchise, LLC	Delaware	63-1207442
RT KCMO Franchise, LLC	Delaware	63-1197020
RT Portland Franchise, LLC	Delaware	62-1813724
RT St. Louis Franchise, LLC	Delaware	62-1856010
RT Western Missouri Franchise, LLC	Delaware	62-1856082
RT Minneapolis Franchise, LLC	Delaware	63-1202746
RT Las Vegas Franchise, LLC	Delaware	63-1214969
4721 RT of Pennsylvania, Inc.	Pennsylvania	63-1185374
RTT Texas, Inc.	Texas	20-5382461
RTTT, LLC	Texas	20-5389194
RT Arkansas Club, Inc.	Arkansas	71-0814308
RT Jonesboro Club	Arkansas	62-1852726
Ruby Tuesday of Conway, Inc.	Arkansas	26-1209146
Ruby Tuesday of Russellville, Inc.	Arkansas	26-2711601
Ruby Tuesday of Bryant, Inc.	Arkansas	26-4146703
RT KCMO Kansas, Inc.	Kansas	48-1208463
RT Louisville Franchise, LLC	Delaware	72-1377151
RT McGhee Tyson, LLC	Delaware	62-1793508
RT One Percent Holdings, Inc.	Delaware	62-1852817
RT One Percent Holdings, LLC	Delaware	62-1856689
Quality Outdoor Services, Inc.	Tennessee	62-1551466
RT Airport, Inc.	Delaware	62-1793509
RT O’Toole, LLC	Delaware	62-1800556
RT Smith, LLC	Delaware	62-1800557
RT Millington, LLC	Delaware	62-1800875
Wok Hay 2, LLC	Delaware	26-0164934
RT Distributing, LLC	Tennessee	20-5696096
RT Northern California Franchise, LLC	Delaware	62-1813723
RTTA, LP	Texas	20-2560035
RT Restaurant Services, LLC	Delaware	20-1187283

Exact Name of Registrant as Specified in Its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
RT New Hampshire Restaurant Holdings, LLC	Delaware	72-1527438
RT Minneapolis Holdings, LLC	Delaware	62-1857189
RT Omaha Holdings, LLC	Delaware	74-3028647
RT Denver, Inc.	Georgia	63-1192623
RT Louisville, Inc.	Georgia	72-1381527
RT Orlando, Inc.	Georgia	62-1697231
RT South Florida, Inc.	Georgia	62-1697232
RT Tampa, Inc	Georgia	72-1380574
RT West Palm Beach, Inc.	Georgia	63-1196980

The address for each additional registrant is 150 West Church Avenue, Maryville, Tennessee 37801.

** The one exception is RTBD, Inc., which is 300 Delaware Avenue, Suite 1233, Wilmington, Delaware 19801.

Item 1. General Information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

Federal Reserve Bank of San Francisco

San Francisco, California 94120

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.	A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2.	A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**
Exhibit 3.	See Exhibit 2
Exhibit 4.	Copy of By-laws of the trustee as now in effect.***
Exhibit 5.	Not applicable.
Exhibit 6.	The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784.

** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of file number 022-28721.

*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Atlanta and State of Georgia on the 11th day of January, 2013.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Stefan Victory

Stefan Victory

Vice President

EXHIBIT 6

January 11, 2013

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Stefan Victory

Stefan Victory

Vice President

EXHIBIT 7

Consolidated Report of Condition of

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business September 30, 2012, filed in accordance with 12 U.S.C. §161 for National Banks.

	Dollar Amounts In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	$	16,931
Interest-bearing balances		74,188
Securities:
Held-to-maturity securities		0
Available-for-sale securities		204,296
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		30
Securities purchased under agreements to resell		24,666
Loans and lease financing receivables:
Loans and leases held for sale		31,929
Loans and leases, net of unearned income		728,980
LESS: Allowance for loan and lease losses		14,500
Loans and leases, net of unearned income and allowance		714,480
Trading Assets		40,930
Premises and fixed assets (including capitalized leases)		7,618
Other real estate owned		4,074
Investments in unconsolidated subsidiaries and associated companies		581
Direct and indirect investments in real estate ventures		86
Intangible assets
Goodwill		21,545
Other intangible assets		19,703
Other assets		57,739
Total assets	$	1,218,796
LIABILITIES
Deposits:
In domestic offices	$	876,434
Noninterest-bearing		234,742
Interest-bearing		641,692
In foreign offices, Edge and Agreement subsidiaries, and IBFs		76,676
Noninterest-bearing		2,323
Interest-bearing		74,353
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		8,985
Securities sold under agreements to repurchase		11,823

	Dollar Amounts In Millions
Trading liabilities		23,232
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases)		39,783
Subordinated notes and debentures		16,786
Other liabilities		35,449
Total liabilities	$	1,089,168
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		519
Surplus (exclude all surplus related to preferred stock)		99,518
Retained earnings		20,950
Accumulated other comprehensive income		7,541
Other equity capital components		0
Total bank equity capital		128,528
Noncontrolling (minority) interests in consolidated subsidiaries		1,100
Total equity capital		129,628
Total liabilities, and equity capital	$	1,218,796

I, Timothy J. Sloan, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Timothy J. Sloan

EVP & CFO

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

John Stumpf	Directors
David Hoyt
Carrie Tolstedt

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

RUBY TUESDAY, INC.

Offer to Exchange Its

New 7 ⁵/₈% Senior Notes due 2020

(Registered Under The Securities Act of 1933)

For Any and All of Its Outstanding

7 ⁵/₈% Senior Notes due 2020

Pursuant to the Prospectus

Dated                     , 2013

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,

NEW YORK CITY TIME, ON                     , 2013 UNLESS THE OFFER IS EXTENDED.

THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:

WELLS FARGO BANK, NATIONAL ASSOCIATION

By Registered & Certified Mail: Wells Fargo Bank, N.A. Corporate Trust Operations MAC N9303-121 P.O. Box 1517 Minneapolis, MN 55480 By Regular Mail or Courier: Wells Fargo Bank , N.A. Corporate Trust Operations MAC N9303-121 6^th St & Marquette Avenue Minneapolis, MN 55479 In Person by Hand Only: Wells Fargo Bank, N.A. Corporate Trust Services Northstar East Building—12^th Floor 608 Second Avenue South Minneapolis, MN 55402

By Facsimile Transmission (For Eligible Institutions Only): (612)667-6282 Confirm by Telephone: (800)344-5128

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus (as defined below).

This Letter of Transmittal is to be completed by holders of Old Notes (as defined below) if Old Notes are to be forwarded herewith and, unless your Old Notes are held through The Depository Trust Company (“DTC”), should be accompanied by the certificates for the Old Notes. If tenders of Old Notes are to be made by book-entry transfer to an account maintained by Wells Fargo Bank, National Association (the “Exchange Agent”) at DTC pursuant to the procedures set forth in “The Exchange Offer—Book-Entry Transfer” in the Prospectus and in accordance with the Automated Tender Offer Program (“ATOP”) established by DTC, a tendering holder will become bound by the terms and conditions hereof in accordance with the procedures established under ATOP.

SEE INSTRUCTION 1. DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH ITS PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

NOTE: SIGNATURES MUST BE PROVIDED BELOW

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

ALL TENDERING HOLDERS COMPLETE THIS BOX:

DESCRIPTION OF OLD NOTES TENDERED
Name(s) and address(es) of Registered Holder(s) (Please fill in, if blank)	Old Notes Tendered (attach additional list if necessary)
	Certificate Number(s)*	Principal Amount of Old Notes	Principal Amount of Old Notes Tendered (if less than all)**
	Total Amount Tendered

  * Need not be completed by book-entry holders.

** Old Notes may be tendered in whole or in part in denominations of $2,000 and multiples of $1,000 thereof. All Old Notes held shall be deemed tendered unless a lesser number is specified in this column.

(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)

¨ CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

        Name of Tendering Institution 

        DTC Account Number 

        Transaction Code Number 

¨ CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE.

¨ CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A “PARTICIPATING BROKER-DEALER”) AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

        Name 

        Address: 

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Ladies and Gentlemen:

The undersigned hereby tenders to Ruby Tuesday, Inc., a Georgia corporation (the “Company”), the principal amount of the Company’s 7 ⁵/₈% Senior Notes due 2020 (the “Old Notes”) specified above in exchange for a like aggregate principal amount of the Company’s New 7 ⁵/₈% Senior Notes due 2020 (the “New Notes”), upon the terms and subject to the conditions set forth in the Prospectus dated                     , 2013 (as the same may be amended or supplemented from time to time, the “Prospectus”), receipt of which is acknowledged, and in this Letter of Transmittal (which, together with the Prospectus, constitute the “Exchange Offer”). The Exchange Offer has been registered under the Securities Act of 1933, as amended (the “Securities Act”).

Subject to and effective upon the acceptance for exchange of all or any portion of the Old Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to or upon the order of the Company all right, title and interest in and to such Old Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact (with full knowledge that the Exchange Agent is also acting as agent of the Company in connection with the Exchange Offer) with respect to the tendered Old Notes, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the Prospectus, to (i) deliver certificates for Old Notes to the Company together with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company, upon receipt by the Exchange Agent, as the undersigned’s agent, of the New Notes to be issued in exchange for such Old Notes, (ii) present certificates for such Old Notes for transfer, and to transfer the Old Notes on the books of the Company, and (iii) receive for the account of the Company all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, all in accordance with the terms and conditions of the Exchange Offer.

THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE OLD NOTES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR EXCHANGE, THE COMPANY WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE OLD NOTES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR PROXIES. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY THE COMPANY OR THE EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE OLD NOTES TENDERED HEREBY, AND THE UNDERSIGNED WILL COMPLY WITH ITS OBLIGATIONS UNDER THE REGISTRATION RIGHTS AGREEMENT. THE UNDERSIGNED AGREES TO ALL OF THE TERMS OF THE EXCHANGE OFFER.

The name(s) and address(es) of the registered holder(s) of the Old Notes tendered hereby should be printed above, if they are not already set forth above, as they appear on the certificates representing such Old Notes. The certificate number(s) and the Old Notes that the undersigned wishes to tender should be indicated in the appropriate boxes above.

If any tendered Old Notes are not exchanged pursuant to the Exchange Offer for any reason, or if certificates are submitted for more Old Notes than are tendered or accepted for exchange, certificates for such unaccepted or nonexchanged Old Notes will be returned (or, in the case of Old Notes tendered by book-entry transfer, such Old Notes will be credited to an account maintained at DTC), without expense to the tendering holder, promptly following the expiration or termination of the Exchange Offer.

The undersigned understands that tenders of Old Notes pursuant to any one of the procedures described in “The Exchange Offer—Procedures for Tendering Old Notes” in the Prospectus and in the instructions hereto will, upon the Company’s acceptance for exchange of such tendered Old Notes, constitute a binding agreement

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between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. In all cases in which a Participant elects to accept the Exchange Offer by transmitting an express acknowledgment in accordance with the established ATOP procedures, such Participant shall be bound by all of the terms and conditions of this Letter of Transmittal. The undersigned recognizes that, under certain circumstances set forth in the Prospectus, the Company may not be required to accept for exchange any of the Old Notes tendered hereby.

Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, the undersigned hereby directs that the New Notes be issued in the name(s) of the undersigned or, in the case of a book-entry transfer of Old Notes, that such New Notes be credited to the account indicated above maintained at DTC. If applicable, substitute certificates representing Old Notes not exchanged or not accepted for exchange will be issued to the undersigned or, in the case of a book-entry transfer of Old Notes, will be credited to the account indicated above maintained at DTC. Similarly, unless otherwise indicated under “Special Delivery Instructions,” please deliver New Notes to the undersigned at the address shown below the undersigned’s signature.

By tendering Old Notes and executing, or otherwise becoming bound by, this letter of transmittal, the undersigned hereby represents and agrees that

(i) the undersigned is not an “affiliate” of the Company,

(ii) any New Notes to be received by the undersigned are being acquired in the ordinary course of its business, and

(iii) the undersigned has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage, in a distribution (within the meaning of the Securities Act) of such New Notes.

By tendering Old Notes pursuant to the exchange offer and executing, or otherwise becoming bound by, this letter of transmittal, a holder of Old Notes which is a broker-dealer represents and agrees, consistent with certain interpretive letters issued by the staff of the Division of Corporation Finance of the Securities and Exchange Commission to third parties, that (a) such Old Notes held by the broker-dealer are held only as a nominee, or (b) such Old Notes were acquired by such broker-dealer for its own account as a result of market-making activities or other trading activities and it will deliver the prospectus (as amended or supplemented from time to time) meeting the requirements of the Securities Act in connection with any resale of such New Notes (provided that, by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act).

The Company has agreed that, subject to the provisions of the Registration Rights Agreement, the prospectus, as it may be amended or supplemented from time to time, may be used by a participating broker-dealer (as defined below) in connection with resales of New Notes received in exchange for Old Notes, where such Old Notes were acquired by such participating broker-dealer for its own account as a result of market-making activities or other trading activities, for a period ending 90 days after the expiration date (subject to extension under certain limited circumstances) or, if earlier, when all such New Notes have been disposed of by such participating broker-dealer. In that regard, each broker dealer who acquired Old Notes for its own account as a result of market-making or other trading activities (a “participating broker-dealer”), by tendering such Old Notes and executing, or otherwise becoming bound by, this letter of transmittal, agrees that, upon receipt of notice from the Company of the occurrence of any event or the discovery of any fact which makes any statement contained in the prospectus untrue in any material respect or which causes the prospectus to omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading or of the occurrence of certain other events specified in the Registration Rights Agreement, such participating broker-dealer will suspend the sale of New Notes pursuant to the prospectus until the Company has amended or supplemented the prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented prospectus to the participating broker-dealer or the Company has given notice that the sale of the New Notes may be resumed, as the case may be. If the

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Company gives such notice to suspend the sale of the New Notes, it shall extend the 90-day period referred to above during which participating broker-dealers are entitled to use the prospectus in connection with the resale of New Notes by the number of days during the period from and including the date of the giving of such notice to and including the date when participating broker-dealers shall have received copies of the supplemented or amended prospectus necessary to permit resales of the New Notes or to and including the date on which the Company has given notice that the sale of New Notes may be resumed, as the case may be.

All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives successors and assigns of the undersigned. Except as stated in the Prospectus, this tender is irrevocable.

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HOLDER(S) SIGN HERE

(See Instructions 2, 5 and 6)

(Note: Signature(s) Must be Guaranteed if Required by Instruction 2)

Must be signed by registered holder(s) exactly as name(s) appear(s) on certificate(s) for the Old Notes hereby tendered or on a security position listing, or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith. If signature is by an attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or another acting in a fiduciary or representative capacity, please set forth the signer’s full title. See Instruction 5.

(Signature(s) of Stockholder(s))
Date	, 20__

Name(s) 

(Please Print)

Capacity 

(Include Full Title)

Address 

(Include Zip Code)

Area Code and Telephone Number 

(Tax Identification or Social Security Number(s))

GUARANTEE OF SIGNATURE(S)

(See Instructions 2 and 5)

Authorized Signature 

Name 

(Please Print)

Date  , 20__

Capacity or Title 

Name of Firm 

Address 

(Include Zip Code)

Area Code and Telephone Number 

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SPECIAL ISSUANCE INSTRUCTIONS

(See Instructions 1, 5 and 6)

To be completed ONLY if the New Notes are to be issued in the name of someone other than the registered holder of the Old Notes whose name(s) appear(s) above.

Issue New Notes to:

Name 

(Please Print)

Address 

(Include Zip Code)

(Taxpayer Identification or

Social Security Number)

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 1, 5 and 6)

To be completed ONLY if New Notes are to be sent to someone other than the registered holder of the Old Notes whose name(s) appear(s) above, or to such registered holder(s) at an address other than that shown above.

Mail New Notes to:

Name 

(Please Print)

Address 

(Include Zip Code)

(Taxpayer Identification or

Social Security Number)

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INSTRUCTIONS

Forming Part of the Terms and Conditions of the Exchange Offer

1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. This Letter of Transmittal is to be completed if certificates are to be forwarded herewith and, unless your Old Notes are held through DTC, should be accompanied by the certificates for the Old Notes. If tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in “The Exchange Offer—Book-Entry Transfer” in the Prospectus and in accordance with ATOP established by DTC, a tendering holder will become bound by the terms and conditions hereof in accordance with the procedures established under ATOP. Certificates, or timely confirmation of a book-entry transfer of such Old Notes into the Exchange Agent’s account at DTC, as well as this Letter of Transmittal (or facsimile thereof), if required, properly completed and duly executed, with any required signature guarantees, must be received by the Exchange Agent at one of its addresses set forth herein on or prior to the expiration date. Old Notes may be tendered in whole or in part in the principal amount of $2,000 and multiples of $1,000 thereof.

THE METHOD OF DELIVERY OF OLD NOTES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDER. IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, BE USED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. NO LETTERS OF TRANSMITTAL OR OLD SECURITIES SHOULD BE SENT TO THE COMPANY.

The Company will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a Letter of Transmittal (or facsimile thereof), or any Agent’s Message in lieu thereof, waives any right to receive any notice of the acceptance of such tender.

2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of Transmittal is required if:

(i) this Letter of Transmittal is signed by the registered holder (which term, for purposes of this document, shall include any participant in DTC whose name appears on a security position listing as the owner of the Old Notes) of Old Notes tendered herewith, unless such holder(s) has completed either the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” above, or

(ii) such Old Notes are tendered for the account of a firm that is an Eligible Institution.

In all other cases, an Eligible Institution must guarantee the signature(s) on this Letter of Transmittal. See Instruction 5. As used herein and in the Prospectus, “Eligible Institution” means a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States.

3. INADEQUATE SPACE. If the space provided in the box captioned “Description of Old Notes” is inadequate, the certificate number(s) and/or the principal amount of Old Notes and any other required information should be listed on a separate signed schedule which is attached to this Letter of Transmittal.

4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Old Notes will be accepted only in the principal amount of $2,000 and multiples of $1,000 thereof. If less than all the Old Notes evidenced by any certificate submitted are to be tendered, fill in the principal amount of Old Notes which are to be tendered in the box entitled “Principal Amount of Old Notes Tendered (if less than all).” In such case, new certificate(s) for the remainder of the Old Notes that were evidenced by your old certificate(s) will only be sent to the holder of the Old Note, promptly after the expiration date. All Old Notes represented by certificates delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

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Except as otherwise provided herein, tenders of Old Notes may be withdrawn at any time on or prior to the expiration date. In order for a withdrawal to be effective on or prior to that time, a written notice of withdrawal must be timely received by the Exchange Agent at one of its addresses set forth above or in the Prospectus on or prior to the expiration date. Any such notice of withdrawal must specify the name of the person who tendered the Old Notes to be withdrawn, identify the Old Notes to be withdrawn (including the principal amount of such Old Notes) and (where certificates for Old Notes have been transmitted) specify the name in which such Old Notes are registered, if different from that of the withdrawing holder. If certificates for the Old Notes have been delivered or otherwise identified to the Exchange Agent, then prior to the release of such certificates, the withdrawing holder must submit the serial numbers of the particular certificates for the Old Notes to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an Eligible Institution, unless such holder is an Eligible Institution. If Old Notes have been tendered pursuant to the procedures for book-entry transfer set forth in the Prospectus under “The Exchange Offer—Book-Entry Transfer,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of Old Notes and otherwise comply with the procedures of such facility. Old Notes properly withdrawn will not be deemed validly tendered for purposes of the Exchange Offer, but may be retendered at any time on or prior to the expiration date by following one of the procedures described in the Prospectus under “The Exchange Offer—Procedures for Tendering Old Notes.”

All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by the Company, whose determination shall be final and binding on all parties. Any Old Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Old Notes tendered by book-entry transfer into the Exchange Agent’s account at DTC pursuant to the book-entry procedures described in the Prospectus under “The Exchange Offer—Book-Entry Transfer,” such Old Notes will be credited to an account maintained with DTC for the Old Notes) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer.

5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS. If this Letter of Transmittal is signed by the registered holder(s) of the Old Notes tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever.

If any of the Old Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If any tendered Old Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles thereof) as there are different registrations of certificates.

If this Letter of Transmittal or any certificates or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Company, proper evidence satisfactory to the Company of such persons’ authority to so act must be submitted.

When this Letter of Transmittal is signed by the registered holder(s) of the Old Notes listed and transmitted hereby, no endorsement(s) of certificate(s) or written instrument or instruments of transfer or exchange are required unless New Notes are to be issued in the name of a person other than the registered holder(s). Signature(s) on such certificate(s) or written instrument or instruments of transfer or exchange must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Old Notes listed, the certificates must be endorsed or accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Company in its sole discretion and executed by the registered holder(s),

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in either case signed exactly as the name or names of the registered holder(s) appear(s) on the certificates. Signatures on such certificates or written instrument or instruments of transfer or exchange must be guaranteed by an Eligible Institution.

6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If New Notes are to be issued in the name of a person other than the signer of this Letter of Transmittal, or if New Notes are to be sent to someone other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Certificates for Old Notes not exchanged will be returned by mail or, if tendered by book-entry transfer, by crediting the account indicated above maintained at DTC. See Instruction 4.

7. IRREGULARITIES. The Company will determine, in its sole discretion, all questions as to the form, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Old Notes, which determination shall be final and binding. The Company reserves the absolute right to reject any and all tenders of any particular Old Notes not properly tendered or to not accept any particular Old Notes which acceptance might, in the judgment of the Company or its counsel, be unlawful. The Company also reserves the absolute right, in its sole discretion, to waive any defects or irregularities or conditions of the Exchange Offer as to any particular Old Notes either before or after the expiration date (including the right to waive the ineligibility of any holder who seeks to tender Old Notes in the Exchange Offer). The interpretation of the terms and conditions of the Exchange Offer as to any particular Old Notes either before or after the expiration date (including the Letter of Transmittal and the instructions thereto) by the Company shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with the tender of Old Notes for exchange must be cured within such reasonable period of time as the Company shall determine. Neither the Company, the Exchange Agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of Old Notes for exchange, nor shall any of them incur any liability for failure to give such notification.

8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and requests for assistance may be directed to the Exchange Agent at its address and telephone number set forth on the front of this Letter of Transmittal. Additional copies of the Prospectus and the Letter of Transmittal may be obtained from the Exchange Agent or from your broker, dealer, commercial bank, trust company or other nominee.

9. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s) representing Old Notes have been lost, destroyed or stolen, the holder should promptly notify the Exchange Agent. The holder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificate(s) have been followed.

10. SECURITY TRANSFER TAXES. Holders who tender their Old Notes for exchange will not be obligated to pay any transfer taxes in connection therewith, except that holders who instruct the Company to register New Notes in the name of or request that Old Notes not tendered or not accepted in the Exchange Offer to be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax thereon.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF),

OR AN AGENT’S MESSAGE IN LIEU THEREOF, AND ALL OTHER REQUIRED

DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT

ON OR PRIOR TO THE EXPIRATION DATE.

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EX-99.2

Exhibit 99.2

Offer to Exchange

New 7 ⁵/₈% Senior Notes due 2020

(Registered Under The Securities Act of 1933)

for Any and All Outstanding

7 ⁵/₈% Senior Notes due 2020

of

RUBY TUESDAY, INC.

To Our Clients:

Enclosed is a Prospectus, dated                 , 2013, of Ruby Tuesday, Inc., Georgia (the “Company”), and a related Letter of Transmittal (which together constitute the “Exchange Offer”) relating to the offer by the Company to exchange its New 7 ⁵/₈% Senior Notes due 2020 (the “New Notes”), pursuant to an offering registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its issued and outstanding 7 ⁵/₈% Senior Notes due 2020 (the “Old Notes”) upon the terms and subject to the conditions set forth in the Exchange Offer.

Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on                     , 2013 unless extended.

The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered.

We are the holder of record and/or participant in the book-entry transfer facility of Old Notes held by us for your account. A tender of such Old Notes can be made only by us as the record holder and/or participant in the book-entry transfer facility and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Old Notes held by us for your account.

We request instructions as to whether you wish to tender any or all of the Old Notes held by us for your account pursuant to the terms and conditions of the Exchange Offer. We also request that you confirm that we may on your behalf make the representations contained in the Letter of Transmittal.

Pursuant to the Letter of Transmittal, each holder of Old Notes will represent to the Company that (i) the holder is not an “affiliate” of the Company, (ii) any New Notes to be received by the holder are being acquired in the ordinary course of its business, and (iii) the holder has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage in a distribution (within the meaning of the Securities Act) of such New Notes. If the tendering holder is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, we will represent on behalf of such broker-dealer that the Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities, and acknowledge on behalf of such broker-dealer that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, such broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Very truly yours,

EX-99.3

Exhibit 99.3

Offer to Exchange

New 7 ⁵/₈% Senior Notes due 2020

(Registered under the Securities Act of 1933)

for Any and All Outstanding

7 ⁵/₈% Senior Notes due 2020

of

Ruby Tuesday, Inc.

To Registered Holders and The Depository

Trust Company Participants:

Enclosed are the materials listed below relating to the offer by Ruby Tuesday, Inc., a Georgia corporation (the “Company”), to exchange its New 7 ⁵/₈% Senior Notes due 2020 (the “New Notes”), pursuant to an offering registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its issued and outstanding 7 ⁵/₈% Senior Notes due 2020 (the “Old Notes”) upon the terms and subject to the conditions set forth in the Company’s Prospectus, dated                     , 2013, and the related Letter of Transmittal (which together constitute the “Exchange Offer”).

Enclosed herewith are copies of the following documents:

1. Prospectus dated                     , 2013;

2. Letter of Transmittal;

3. Instruction to Registered Holder and/or Book-Entry Transfer Participant from Owner; and

4. Letter which may be sent to your clients for whose account you hold Old Notes in your name or in the name of your nominee, to accompany the instruction form referred to above, for obtaining such client’s instruction with regard to the Exchange Offer.

We urge you to contact your clients promptly. Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on                     , 2013 unless extended.

The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered.

Pursuant to the Letter of Transmittal, each holder of Old Notes will represent to the Company that (i) the holder is not an “affiliate” of the Company, (ii) any New Notes to be received by it are being acquired in the ordinary course of its business, and (iii) the holder has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage, in a distribution (within the meaning of the Securities Act) of such New Notes. If the tendering holder is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, you will represent on behalf of such broker-dealer that the Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities, and acknowledge on behalf of such broker-dealer that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, such broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The enclosed Instruction to Registered Holder and/or Book-Entry Transfer Participant from Owner contains an authorization by the beneficial owners of the Old Notes for you to make the foregoing representations.

The Company will not pay any fee or commission to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of Old Notes pursuant to the Exchange Offer. The Company will pay or cause to be paid any transfer taxes payable on the transfer of Old Notes to it, except as otherwise provided in Instruction 10 of the enclosed Letter of Transmittal.

Additional copies of the enclosed material may be obtained from the undersigned.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF RUBY TUESDAY, INC. OR WELLS FARGO BANK, NATIONAL ASSOCIATION OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

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EX-99.4

Exhibit 99.4

INSTRUCTION TO REGISTERED HOLDER AND/OR

BOOK-ENTRY TRANSFER PARTICIPANT FROM OWNER

OF

RUBY TUESDAY, INC.

7 ⁵/₈% Senior Notes due 2020

(the “Old Notes”)

To Registered Holder and/or Participant of the Book-Entry Transfer Facility:

The undersigned hereby acknowledges receipt of the Prospectus dated                     , 2013 (the “Prospectus”) of Ruby Tuesday, Inc., a Georgia corporation (the “Company”), and the accompanying Letter of Transmittal (the “Letter of Transmittal”), that together constitute the Company’s offer (the “Exchange Offer”). Capitalized terms used but not defined herein have the meanings as ascribed to them in the Prospectus or the Letter of Transmittal.

This will instruct you, the registered holder and/or book-entry transfer facility participant, as to the action to be taken by you relating to the Exchange Offer with respect to the Old Notes held by you for the account of the undersigned.

The aggregate face amount of the Old Notes held by you for the account of the undersigned is (fill in amount):

$         of the 7 ⁵/₈% Senior Notes due 2020

With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

¨ To TENDER the following Old Notes held by you for the account of the undersigned (insert principal amount of Old Notes to be tendered, if any):

$         of the 7 ⁵/₈% Senior Notes due 2020

¨ NOT to TENDER any Old Notes held by you for the account of the undersigned.

If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that (i) the holder is not an “affiliate” of the Company, (ii) any New Notes to be received by the holder are being acquired in the ordinary course of its business, and (iii) the holder has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage, in a distribution (within the meaning of the Securities Act) of such New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, it represents that such Old Notes were acquired as a result of market-making activities or other trading activities, and it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, such broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended.

SIGN HERE

Name of beneficial owner(s): 

Signature(s): 

Name(s) (please print): 

Address: 

Telephone Number: 

Taxpayer Identification or Social Security Number: 

Date: 

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