Exhibit
      3.1


EPL
      INTERMEDIATE, INC.





AMENDED
      AND RESTATED BY-LAWS


(as
      of
      October 7, 2008)





ARTICLE
      I





MEETINGS
      OF STOCKHOLDERS





Section
      1. Place
      of Meeting and Notice .
      Meetings of the stockholders of the Corporation shall be held at such place
      either within or without the State of Delaware as the Board of Directors may
      determine.





Section
      2. Annual
      and Special Meetings .
      Annual
      meetings of stockholders shall be held, at a date, time and place fixed by
      the
      Board of Directors and stated in the notice of meeting, to elect a Board of
      Directors and to transact such other business as may properly come before the
      meeting. Special meetings of the stockholders shall be called by the President
      or Secretary if directed by the Board of Directors. Unless otherwise determined
      by the Board of Directors prior to any meeting of stockholders, the presiding
      officer of such meeting shall determine the order of business and shall have
      the
      authority in his or her discretion to regulate the conduct of any such meeting,
      including, without limitation, by imposing restrictions on the persons (other
      than stockholders of the Corporation or their duly appointed proxies) who may
      attend any such meeting, whether any stockholder or stockholders' proxy may
      be
      excluded from any meeting of stockholders based upon any determination by the
      presiding officer, in his or her sole discretion, that any such person has
      unduly disrupted or is likely to disrupt the proceedings thereat, and the
      circumstances in which any person may make a statement or ask questions at
      any
      meeting of stockholders.





Section
      3. Notice .
      Except
      as otherwise provided by law, at least 10 and not more than 60 days before
      each
      meeting of stockholders, written notice of the time, date and place of the
      meeting, and, in the case of a special meeting, the purpose or purposes for
      which the meeting is called, shall be given to each stockholder.





Section
      4. Quorum .
      At any
      meeting of stockholders, the holders of record, present in person or by proxy,
      of a majority of the Corporation's issued and outstanding capital stock shall
      constitute a quorum for the transaction of business, except as otherwise
      provided by law. In the absence of a quorum, any officer entitled to preside
      at
      or to act as secretary of the meeting shall have power to adjourn the meeting
      from time to time until a quorum is present.





Section
      5. Voting .
      Except
      as otherwise provided by law, all matters submitted to a meeting of stockholders
      shall be decided by vote of the holders of record, present in person or by
      proxy, of a majority of the Corporation's issued and outstanding capital
      stock.








Section
      6. Notice
      of Stockholder Nominees .
      Only
      persons who are nominated in accordance with the following procedures shall
      be
      eligible for election as Directors. Nominations of persons for election to
      the
      Board of Directors of the Corporation may be made at a meeting of stockholders
      by or at the direction of the Board of Directors, by any nominating committee
      or
      person appointed to make such nominations by the Board of Directors, or by
      any
      stockholder of the Corporation entitled to vote for the election of Directors
      at
      the meeting who complies with the notice procedures set forth in this Section
      6.
      Such nominations, if made by a stockholder of the Corporation as such, shall
      be
      made pursuant to timely notice in writing addressed to the Secretary of the
      Corporation. To be timely, a stockholder's notice shall be delivered to or
      mailed and received at the principal executive offices of the Corporation not
      less than 60 days nor more than 90 days prior to the meeting at which Directors
      are to be elected; provided, however, that in the event that less than 70 days'
      notice or prior public disclosure of the date of the meeting is given or made
      to
      stockholders, notice by the stockholder to be timely must be so received no
      later than the close of business on the 10th day following the day on which
      such
      notice of the date of the meeting was mailed or such public disclosure was
      made.
      Such stockholder's notice shall set forth: (a) as to each person whom the
      stockholder proposes to nominate for election or re-election as a Director
      (i)
      the name, age, business address and residence address of the person, (ii) the
      principal occupation or employment of the person, (iii) the class and number
      of
      shares of stock of the Corporation which are beneficially owned by the person
      and (iv) any other information relating to the person that would be required
      to
      be disclosed in solicitations for proxies for election of Directors pursuant
      to
      Regulation 14A under the Securities Exchange Act of 1934, as amended, or any
      successor rule thereto; and (b) as to the stockholder giving the notice (i)
      the
      name and record address of the stockholder and (ii) the class and number of
      shares of the Corporation which are beneficially owned by the stockholder.
      The
      Corporation may require any proposed nominee to furnish such other information
      as may reasonably be required by the Corporation to determine the eligibility
      of
      such proposed nominee to serve as a Director of the Corporation. No person
      shall
      be eligible for election as a Director of the Corporation unless nominated
      in
      accordance with the procedures set forth herein.





The
      presiding officer at the meeting shall, if the facts warrant, determine and
      declare to the meeting that a nomination was not made in accordance with the
      foregoing procedure, and following any such determination, the presiding officer
      shall so declare to the meeting and the defective nomination shall be
      disregarded.





Section
      7. Notice
      of Stockholder Proposals .
      At an
      annual meeting of the stockholders, only such business shall be conducted as
      shall have been properly brought before the meeting. To be properly brought
      before an annual meeting business must be (a) specified in the notice of meeting
      (or any supplement thereto) given by or at the direction of the Board of
      Directors, (b) otherwise properly brought before the meeting by or at the
      direction of the Board of Directors, or (c) otherwise properly brought before
      the meeting by a stockholder entitled to vote on such business at the meeting
      who complies with the notice provisions set forth in this Section 7. For
      business to be properly brought before an annual meeting by a stockholder,
      the
      stockholder must have given timely notice thereof in writing addressed to the
      Secretary of the Corporation. To be timely, a stockholder's notice shall be
      delivered to or mailed and received at the principal executive offices of the
      Corporation not less than 60 days nor more than 90 days prior to the meeting
      at
      which the business would be acted upon; provided, however, that in the event
      that less than 70 days' notice or prior public disclosure of the date of the
      meeting is given or made to stockholders, notice by the stockholder to be timely
      must be so received no later than the close of business on the 10th day
      following the day on which such notice of the date of the meeting was mailed
      or
      such public disclosure was made. Such stockholder's notice shall set forth:
      (a)
      as to each matter the stockholder proposes to bring before the annual meeting
      a
      brief description of the business desired to be brought before the annual
      meeting and the reasons for conducting such business at the annual meeting
      and
      (b) as to the stockholder proposing such business (i) the name and record
      address of the stockholder, (ii) the class and number of shares of the
      Corporation which are beneficially owned by the stockholder and (iii) any
      material interest of the stockholder in such business. No business shall be
      conducted at any annual meeting except in accordance with the procedures set
      forth herein.





2


The
      presiding officer at the annual meeting shall, if the facts warrant, determine
      and declare to the meeting that any stockholder proposal was not properly
      brought before the meeting and in accordance with the provisions of this Section
      7, and following any such determination, the presiding officer shall so declare
      to the meeting and any such stockholder proposal shall not be acted
      upon.





Section
      8. Voting
      Procedures and Inspectors of Elections .
      The
      Corporation shall, in advance of any meeting of stockholders, appoint one or
      more inspectors to act at the meeting and make a written report thereof. The
      Corporation may designate one or more persons as alternate inspectors to replace
      any inspector who fails to act. If no inspector or alternate is able to act
      at a
      meeting of stockholders, the person presiding at the meeting shall appoint
      one
      or more inspectors to act at the meeting. Each inspector, before entering upon
      the discharge of his duties in accordance with the provisions of the General
      Corporation Law of the State of Delaware, shall take and sign an oath faithfully
      to execute the duties of inspector with strict impartiality and according to
      the
      best of his ability.





The
      date
      and time of the opening and the closing of the polls for each matter upon which
      the stockholders will vote at a meeting shall be announced at the meeting.
      No
      ballot proxies or votes, nor any revocations thereof or changes thereto, shall
      be accepted by the inspectors after the closing of the polls except as provided
      under the General Corporation Law of the State of Delaware.





In
      determining the validity and counting of proxies and ballots, the inspector
      shall be limited to an examination of the proxies, any envelopes submitted
      with
      those proxies, any information provided in accordance with the provisions of
      the
      General Corporation Law of the State of Delaware, ballots and the regular books
      and records of the Corporation, except that the inspectors may consider other
      reliable information for the limited purpose of reconciling proxies and ballots
      submitted by or on behalf of banks, brokers, their nominees or similar persons
      which represent more votes than the holder of a proxy is authorized by the
      record owner to cast or more votes than the stockholder holds of record. If
      the
      inspectors consider other reliable information for the limited purpose permitted
      herein, the inspectors at the time they make their certification shall specify
      the precise information considered by them, including the person or persons
      from
      whom they obtained the information, when the information was obtained and the
      basis for the inspectors' belief that such information is accurate and reliable.





3


Section
      9. Special
      Meetings of Stockholders .
      Only
      such business shall be conducted at a special meeting of stockholders as shall
      have been brought before the meeting pursuant to the Corporation's notice of
      meeting pursuant to Article I, Section 3 of these Amended and Restated
      By-Laws.





ARTICLE
      II





DIRECTORS





Section
      1. Number,
      Election and Removal of Directors .
      The
      number of Directors that shall constitute the Board of Directors shall not
      be
      less than five (5) or more than eleven (11). The number of Directors of the
      Board of Directors on the date of the adoption and effectiveness of these
      Amended and Restated By-Laws shall be eleven (11). Thereafter, within the limits
      specified above, the number of Directors shall be determined by the Board of
      Directors or the stockholders. The Directors shall be elected by stockholders
      at
      their annual meeting. 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, although less than a quorum, or by the sole remaining
      Director or by the stockholders. Directors may be removed from office in the
      manner provided in the Certificate of Incorporation of the
      Corporation.





Section
      2. Meetings .
      Regular
      meetings of the Board of Directors shall be held at such times and places as
      may
      from time to time be fixed by the Board of Directors or as may be specified
      in a
      notice of meeting. Special meetings of the Board of Directors may be held at
      any
      time upon the call of the President and shall be called by the President or
      Secretary if directed by the Board of Directors. Telegraphic or written notice
      of each special meeting of the Board of Directors shall be sent to each Director
      not less than twenty-four hours before such meeting. A meeting of the Board
      of
      Directors may be held without notice immediately after the annual meeting of
      the
      stockholders. Notice need not be given of regular meetings of the Board of
      Directors.





Section
      3. Quorum .
      A
      majority of the total number of Directors shall constitute a quorum for the
      transaction of business. If a quorum is not present at any meeting of the Board
      of Directors, the Directors present may adjourn the meeting from time to time,
      without notice other than announcement at the meeting, until such a quorum
      is
      present. Except as otherwise provided by law, the Certificate of Incorporation
      of the Corporation, these Amended and Restated By-Laws or any contract or
      agreement to which the Corporation is a party, the act of a majority of the
      Directors present at any meeting at which there is a quorum shall be the act
      of
      the Board of Directors.





Section
      4. Committees .
      The
      Board of Directors may, by resolution adopted by a majority of the whole Board,
      designate one or more committees, including, without limitation, an Executive
      Committee, to have and exercise such power and authority as the Board of
      Directors shall specify. In the absence or disqualification of a member of
      a
      committee, the member or members thereof present at any meeting and not
      disqualified from voting, whether or not he or they constitute a quorum, may
      unanimously appoint another Director to act in the place of any such absent
      or
      disqualified member.





4


Section
      5. Compensation
      of Directors .
      Unless
      otherwise restricted by the Certificate of Incorporation or these Amended and
      Restated By-Laws, the Board of Directors shall have the authority to fix the
      compensation of Directors provided that Directors who are serving the
      Corporation as employees, and who receive compensation for their services as
      such, shall not receive any salary or other compensation for their services
      as
      Directors of the Corporation. Directors may be paid their expenses, if any,
      of
      attendance at each meeting of the Board of Directors. Except as provided above,
      Directors may be paid a fixed sum for attendance at each meeting of the Board
      of
      Directors or a stated salary as director. No such payment shall preclude any
      director from serving the Corporation in any other capacity and receiving
      compensation therefor. Members of special or standing committees may be allowed
      like compensation for attending committee meetings.





Section
      6. Manner
      of Participation .
      Directors may participate in meetings of the Board of Directors by means of
      conference telephone or similar communications equipment by means of which
      all
      Directors participating in the meeting can hear each other, and participation
      in
      a meeting in accordance herewith shall constitute presence in person at such
      meeting for purposes of these Amended and Restated By-Laws.





ARTICLE
      III





OFFICERS





The
      officers of the Corporation shall consist of one or more of the following:
      a
      President, a Vice President, a Secretary, a Treasurer, an Assistant Secretary,
      an Assistant Treasurer and such other additional officers with such titles
      as
      the Board of Directors shall determine, all of which shall be chosen by and
      shall serve at the pleasure of the Board of Directors. Such officers shall
      have
      the usual powers and shall perform all the usual duties incident to their
      respective offices. All officers shall be subject to the supervision and
      direction of the Board of Directors. The authority, duties or responsibilities
      of any officer of the Corporation may be suspended by the President with or
      without cause. Any officer elected or appointed by the Board of Directors may
      be
      removed by the Board of Directors with or without cause.





5


ARTICLE
      IV





INDEMNIFICATION





Section
      1. Power
      to Indemnify in Actions, Suits or Proceedings Other Than Those by or in the
      Right of the Corporation .
      Subject
      to Section 3 of this Article IV, the Corporation shall 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 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 him in connection with such action, suit or proceeding if he acted
      in good faith and in a manner he 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 his 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 he 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 his conduct was
      unlawful.





Section
      2. Power
      to Indemnify in Actions, Suits or Proceedings by or in the Right of the
      Corporation .
      Subject
      to Section 3 of this Article IV, the Corporation shall indemnify any person
      who
      was 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 be reason of the fact that he 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) actually and reasonably incurred by him in
      connection with the defense or settlement of such action or suit if he acted
      in
      good faith and in a manner he 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 for negligence or misconduct in the performance of his
      duty to the Corporation 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.





Section
      3. Authorization
      of Indemnification .
      Any
      indemnification under this Article IV (unless ordered by a court) shall be
      made
      by the Corporation only as authorized in the specific case upon a determination
      that indemnification of the Director, officer, employee or agent is proper
      in
      the circumstances because he has met the applicable standard of conduct set
      forth in Section 1 or Section 2 of this Article IV, as the case may be. Such
      determination shall be made (i) by the Board of Directors by a majority vote
      of
      a quorum consisting of Directors who were not parties to such action, suit
      or
      proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable,
      a quorum of disinterested Directors so directs, by independent legal counsel
      in
      a written opinion, or (iii) by the stockholders. To the extent, however, that
      a
      Director, officer, employee or agent of the Corporation has been successful
      on
      the merits or otherwise in defense of any action, suit or proceeding described
      above or in defense of any claim, issue or matter therein, he shall be
      indemnified against expenses (including attorneys' fees) actually and reasonably
      incurred by him in connection therewith, without the necessity for authorization
      in the specific case.





6


Section
      4. Good
      Faith Defined .
      For
      purposes of any determination under Section 3 of this Article IV, a person
      shall
      be deemed to have acted in good faith and in a manner he reasonably believed
      to
      be in or not opposed to the best interests of the Corporation, or, with respect
      to any criminal action or proceeding, to have no reasonable cause to believe
      his
      conduct was unlawful, if his action is based on the records or books of account
      of the Corporation or another enterprise, or on information supplied to him
      by
      the officers of the Corporation or another enterprise in the course of their
      duties, or on the advice of legal counsel for the Corporation or another
      enterprise or on information or records given or reports made to the Corporation
      or another enterprise by an independent certified public accountant or by an
      appraiser or other expert selected with reasonable care by the Corporation
      or
      another enterprise. The term "another enterprise" as used in this Section 4
      shall mean any other corporation or any partnership, joint venture, trust or
      other enterprise of which such person is or was serving at the request of the
      Corporation as Director, officer, employee or agent. The provisions of this
      Section 4 shall not be deemed to be exclusive or to limit in any way the
      circumstances in which a person may be deemed to have met the applicable
      standard of conduct set forth in Sections 1 or 2 of this Article IV, as the
      case
      may be.





Section
      5. Indemnification
      by a Court .
      Notwithstanding any contrary determination in the specific case under Section
      3
      of this Article IV, and notwithstanding the absence of any determination
      thereunder, any Director, officer, employee or agent may apply to any court
      of
      competent jurisdiction in the State of Delaware for indemnification to the
      extent otherwise permissible under Sections 1 and 2 of this Article IV. The
      basis of such indemnification by a court shall be a determination by such court
      that indemnification of the Director, officer, employee or agent is proper
      in
      the circumstances because he had met the applicable standards of conduct set
      forth in Sections 1 or 2 of this Article IV, as the case may be. Notice of
      any
      application for indemnification pursuant to this Section 5 shall be given to
      the
      Corporation promptly upon the filling of such application.





Section
      6. Expenses
      Payable in Advance .
      Expenses incurred in defending or investigating a threatened or pending action,
      suit or proceeding may be paid by the Corporation in advance of the final
      disposition of such action, suit or proceeding as authorized by the Board of
      Directors in the specific case upon receipt of an undertaking by or on behalf
      of
      the Director, officer, employee or agent to repay such amount unless it shall
      ultimately be determined that he is entitled to be indemnified by the
      Corporation as authorized in this Article IV.





Section
      7. Non-exclusivity
      and Survival of Indemnification .
      The
      indemnification provided by this Article IV shall not be deemed exclusive of
      any
      other rights to which those seeking indemnification may be entitled under any
      By-Law, agreement, contract, vote of stockholders or disinterested Directors
      or
      pursuant to the direction (howsoever embodied) of any court of competent
      jurisdiction or otherwise, both as to action in his official capacity and as
      to
      action in another capacity while holding such office, it being the policy of
      the
      Corporation that indemnification of the persons specified in Sections 1 or
      2 of
      this Article IV shall be made to the fullest extent permitted by law. The
      provisions of this Article IV shall not be deemed to preclude the
      indemnification of any person who is not specified in Sections 1 or 2 of this
      Article IV but whom the Corporation has the power or obligation to indemnify
      under the provisions of the General Corporation Law of the State of Delaware,
      or
      otherwise. The indemnification provided by this Article IV shall continue as
      to
      a person who has ceased to be a Director, officer, employee or agent and shall
      inure to the benefit of the heirs, executors and administrators of such
      person.





7


Section
      8. Insurance .
      The
      Corporation may purchase and maintain insurance on behalf of any person who
      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 any liability asserted against him and incurred by him in
      any
      such capacity, or arising out of his status as such, whether or not the
      Corporation would have the power or the obligation to indemnify him against
      such
      liability under the provisions of this Article IV.





Section
      9. Meaning
      of "Corporation" for Purposes of Article IV .
      For
      purposes of this Article IV, references to "the Corporation" shall 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, officers, and employees or agents, so that any person
      who is or was a director, officer, employee or agent of such constituent
      corporation, or is or was serving at the request of such constituent corporation
      as a director, officer, employee or agent of another corporation, partnership,
      joint venture, trust or other enterprise, shall stand in the same position
      under
      the provisions of this Article IV with respect to the resulting or surviving
      corporation as he would have with respect to such constituent corporation if
      its
      separate existence had continued.





ARTICLE
      V





GENERAL
      PROVISIONS





Section
      1. Notices .
      Whenever any statute, the Certificate of Incorporation or these Amended and
      Restated By-Laws require notice to be given to any Director or stockholder,
      such
      notice may be given in writing by mail, addressed to such Director or
      stockholder at his address as it appears in the records of the Corporation,
      with
      postage thereon prepaid. Such notice shall be deemed to have been given when
      it
      is deposited in the United States mail. Notice to Directors may also be given
      by
      telegram. A waiver of such notice in writing signed by the person or persons
      entitled thereto, whether before or after the time stated in such notice, shall
      be equivalent to the giving of such notice. 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.





8


Section
      2. Fiscal
      Year .
      The
      fiscal year of the Corporation shall be fixed by the Board of
      Directors.





ARTICLE
      VI





AMENDMENTS





(a) Amendment
      by Directors .
      Except
      as provided otherwise by law, these Amended and Restated By-Laws may be amended
      or repealed by the Board of Directors.




(b) Amendment
      by Stockholders .
      These
      Amended and Restated By-Laws may be amended or repealed at any annual meeting
      of
      stockholders, or special meeting of stockholders called for such purpose, by
      the
      affirmative vote of at least two-thirds of the total votes eligible to be cast
      on such amendment or repeal by holders of voting stock, voting together as
      a
      single class; provided, however, that if the Board of Directors recommends
      that
      stockholders approve such amendment or repeal at such meeting of stockholders,
      such amendment or repeal shall only require the affirmative vote of a majority
      of the total votes eligible to be cast on such amendment or repeal by holders
      of
      voting stock, voting together as a single class.




9