**Exhibit 3.34**

 

**LIMITEDLIABILITY COMPANY AGREEMENT**

** **

**OF**

** **

**CHEVYS RESTAURANTS, LLC**

 

**TABLE OF CONTENTS**

** **
| ARTICLE I   | DEFINED TERMS                                               |   |
|------------------|-------------------------------------------------------------|--------|
|             |                                                        |   |
| ARTICLE II  | FORMATION AND  NAME; OFFICE; PURPOSE; TERM; SERIES          |   |
|             |                                                        |   |
| 2.1.             | Organization                                                |   |
| 2.2.             | Name of the Company                                         |   |
| 2.3.             | Purpose                                                     |   |
| 2.4.             | Term                                                        |   |
| 2.5.             | Principal Office                                            |   |
| 2.6.             | Registered Agent                                            |   |
| 2.7.             | Member                                                      |   |
|             |                                                        |   |
| ARTICLE III | CAPITAL                                                     |   |
|             |                                                        |   |
| 3.1.             | Capital Contributions                                       |   |
| 3.2.             | No Other Capital  Contributions Required                    |   |
|             |                                                        |   |
| ARTICLE IV  | PROFIT, LOSS  AND DISTRIBUTIONS                             |   |
|             |                                                        |   |
| ARTICLE V   | MANAGEMENT:RIGHTS,  POWERS, AND DUTIES                      |   |
|             |                                                        |   |
| 5.1.             | Board of Directors.                                         |   |
| 5.2.             | Authority of the Board.                                     |   |
| 5.3.             | Subcommittees.                                              |   |
| 5.4.             | Meetings and Voting.                                        |   |
| 5.5.             | Executive Officers.                                         |   |
| 5.6.             | Signing Authority.                                          |   |
| 5.7.             | Liability and  Indemnification.                             |   |
|             |                                                        |   |
| ARTICLE VI  | TRANSFER OF  MEMBERSHIP INTERESTS; ADMISSION OF NEW MEMBERS |   |
|             |                                                        |   |
| 6.1.             | Transfer                                                    |   |
| 6.2.             | Admission of New Members                                    |   |

 

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| ARTICLE VII  | DISSOLUTION,  LIQUIDATION AND TERMINATION OF THE COMPANY |   |
|-------------------|----------------------------------------------------------|--------|
|              |                                                     |   |
| 7.1.              | Events of Dissolution                                    |   |
| 7.2.              | Procedure for Winding Up and  Dissolution                |   |
| 7.3.              | Filing of Certificate of  Cancellation                   |   |
|              |                                                     |   |
| ARTICLE VIII | BOOKS,  RECORDS, ACCOUNTING, AND TAX ELECTIONS           |   |
|              |                                                     |   |
| 8.1.              | Bank Accounts                                            |   |
| 8.2.              | Books and Records                                        |   |
| 8.3.              | Tax Elections                                            |   |
|              |                                                     |   |
| ARTICLE IX   | GENERAL  PROVISIONS                                      |   |
|              |                                                     |   |
| 9.1.              | Complete Agreement                                       |   |
| 9.2.              | Applicable Law                                           |   |
| 9.3.              | Section Titles                                      |   |
| 9.4.              | Binding Provisions                                       |   |
| 9.5.              | Terms                                                    |   |
| 9.6.              | Severability of Provisions                               |   |

 

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**LIMITEDLIABILITY COMPANY AGREEMENT**

** **

**OF**

** **

**CHEVYS RESTAURANTS, LLC**

 

THISLIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”)is entered into this 15th day of November, 2004 by and between ChevysRestaurants, LLC, a Delaware limited liability company (the “Company”),and CKR Acquisition Corp., a Delaware corporation (the “Member”).

 

**EXPLANATORY STATEMENT**

** **

The Member desires to organize and operate a limitedliability company in accordance with the terms and subject to the conditionsset forth in this Agreement.

 

NOW, THEREFORE, for good and valuable consideration,the parties, intending legally to be bound, agree as follows:

 

# **ARTICLE I**

 

# **DEFINED TERMS**

 

The following capitalized terms shall have themeanings specified in this Article I.  Other terms are defined in the text of thisAgreement and, throughout this Agreement, those terms shall have the meaningsrespectively ascribed to them.

 

“Act” means the Delaware Limited LiabilityCompany Act, as amended from time to time.

 

“Additional Member” means any Person whosubsequently is admitted as a member of the Company.

 

“Agreement” means has the meaning set forth inthe caption hereto.

 

“Board” means the Board of Directors of theCompany described in Section 5.1.

 

“Capital Contribution” means the total amountof cash, if any, and the fair market value of any other assets (including thestock of another entity) contributed to the Company by the Member, net ofliabilities assumed or to which the assets are subject.

 

“Cash Flow” means all cash provided byoperations of the Company as reflected in the financial statements of theCompany.

 

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“Code” means the Internal Revenue Code of 1986,as amended, or any corresponding provision of any succeeding law.

 

“Company” has the meaning set forth in thecaption hereto.

 

“Delaware Secretary of State” means theSecretary of State of the State of Delaware.

 

“Director” means an individual who serves onthe Board of Directors.

 

“Involuntary Withdrawal” means, with respect tothe Member, the bankruptcy, insolvency, liquidation or dissolution of theMember under applicable federal or state law.

 

“Member” has the meaning set forth in thecaption hereto.

 

“Person” means an individual, a corporation, apartnership, an association, a federal, state, local or foreign governmental orregulatory entity (or any department, agency, authority or politicalsubdivision thereof), a trust or other entity or organization.

 

“Profit” and “Loss” means, for eachtaxable year of the Company (or other period for which Profit or Loss must becomputed), the Company’s net income or net loss determined in accordance withgenerally accepted accounting principles, as consistently applied by theCompany.

 

# **ARTICLE II**

 

# **FORMATION AND NAME;OFFICE; PURPOSE; TERM; SERIES**

 

## 2.1.                              Organization.  The Member hereby organizes a limitedliability company pursuant to the Act and the provisions of this Agreement and,for that purpose, has caused a Certificate of Formation to be prepared,executed and filed with the office of the Delaware Secretary of State on November 10,2004 (the “Certificate of Formation”).

##  

## 2.2.                              Nameof the Company.  The name of theCompany shall be “Chevys Restaurants, LLC.” The Company may do business under that name and under any other name ornames as selected by the Board.

##  

## 2.3.                              Purpose.  The Company is organized to doall things permitted to be done by limited liability companies under the Act,and to do all things necessary, convenient or incidental to that purpose.

##  

## 2.4.                              Term.  The term of the Company began upon theacceptance of the Certificate of Formation by the office of the DelawareSecretary of State and shall continue in existence perpetually unlessterminated pursuant to the terms of this Agreement.

 

2

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## 2.5.                              PrincipalOffice.  The principal office of theCompany shall be located at 4001 ViaOro Ave., Suite 200, Long Beach, CA 90810 or at any other placeselected by the Member.

##  

## 2.6.                              RegisteredAgent.  The name and address of theCompany’s registered agent in the State of Delaware shall be National CorporateResearch, Ltd., 615 South DuPont Highway, in the City of Dover, County of Kent.

##  

## 2.7.                              Member.  The name, present mailing address andtaxpayer identification number of the Member shall be maintained with the booksand records of the Company.

##  

# **ARTICLE III**

 

# **CAPITAL**

 

## 3.1.                              CapitalContributions.  The Member has made aCapital Contribution to the Company consisting of one hundred dollars ($100).

##  

## 3.2.                              NoOther Capital Contributions Required. The Member is not required to contribute any additional capital to theCompany, and the Member shall have no personal liability for any obligations ofthe Company.

##  

# **ARTICLE IV**

 

# **PROFIT, LOSS ANDDISTRIBUTIONS**

 

All Cash Flow, Profit and Loss shall be distributed orallocated to the Member.

 

# **ARTICLE V**

 

# **MANAGEMENT:  RIGHTS, POWERS, AND DUTIES**

 

## 5.1.                              Boardof Directors.

##  

### A.                                   Inorder to provide for the management of the Company, the Member herebyestablishes a Board of Directors consisting of persons elected by theMember.  The Board shall have the power,authority and responsibility to manage the Company for and on behalf of theMember and to make decisions as to all matters which the Company has authorityto perform, as fully as if the Member were making such decisions.  Approval by or action taken by the Board inaccordance with this Agreement shall constitute approval or action by theCompany.

###  

### B.                                     TheBoard shall at all times consist of not less than one nor more than eight Directors,as determined by the Member.  The Boardshall initially consist of one Director. The initial Director is as set forth on Exhibit A hereto.

 

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## 5.2.                              Authorityof the Board.  The Board, by its ownaction or by action of a majority of the Board, or by delegation to officers ofthe Company, shall, in addition to any other powers granted to it in thisAgreement, have the right, power and authority to take the following actions:

##  

### A.                                   Todo and perform all acts as may be necessary or appropriate to the conduct ofthe Company’s business;

###  

### B.                                     Topurchase, hold, sell, exchange, transfer and otherwise acquire and dispose ofand exercise all rights, powers, privileges and other incidents of ownership orpossession with respect to real and personal property, whether tangible orintangible, held by the Company;

###  

### C.                                     Topurchase liability and other insurance to protect the Company’s property andbusiness;

###  

### D.                                    Toexecute on behalf of the Company all instruments and documents, including,without limitation, checks, drafts, notes and other negotiable instruments,mortgages or deeds of trust, security agreements, financing statements,documents providing for the acquisition, mortgage or disposition of the Company’sproperty, assignments, bills of sale, leases, partnership agreements, operatingagreements of other limited liability companies and any other instruments ordocuments necessary, in the opinion of the Directors, to the business of theCompany;

###  

### E.                                      Toemploy accountants, legal counsel, managing agents, or other experts orconsultants to perform services for the Company and to compensate them fromCompany funds;

###  

### F.                                      Toenter into any and all other agreements on behalf of the Company, with anyother person for any purpose, in such forms as the Directors may approve;

###  

### G.                                     Withthe consent of the Member, to approve of the dissolution of the Company; and

###  

### H.                                    Withthe consent of the Member, to amend this Agreement.

###  

## 5.3.                              Subcommittees.  The Board may designate one or moresubcommittees.  Any subcommittee, to theextent provided by the Board, shall have and may exercise all of the power andauthority of the Board.

##  

## 5.4.                              Meetingsand Voting.

##  

### A.                                   Regularand special meetings of the Board shall be held at any time on reasonablenotice.  Meetings of the Board shall beheld at the Company’s principal place of business.

 

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### B.                                     Thepresence in person or by proxy of at least a majority of the Board shallconstitute a quorum for the transaction of business at a Board meeting.  Directors may participate in any Boardmeeting by means of telephone and participation by such means shall constitutepresence in person at such Board meeting. The affirmative vote of a majority of the Directors present at a dulyconstituted meeting shall govern all of the Board’s actions and constituteapproval by the Board.  Each Director mayvote by delivering his proxy to another Director.

###  

### C.                                     Inlieu of holding a meeting, the Board may vote or otherwise take action by awritten instrument indicating the consent of Board.

###  

## 5.5.                              ExecutiveOfficers.  The Board may unanimouslyagree on and appoint employees to hold the positions of president, chieffinancial officer, treasurer, secretary, one or more vice presidents, and anyother office that the Board may establish, all with such duties as may beestablished by the Board.  Initially,there shall be a President, a Chief Executive Officer, a Chief FinancialOfficer, a Treasurer, a Secretary and an Assistant Secretary of the Company.  The names of the initial executive officersare set forth on Exhibit A.

##  

## 5.6.                              SigningAuthority.  Any document orinstrument purporting to bind the Company shall be effective to bind theCompany when executed by (a) the Member or (b) a Director or (c) anofficer of the Company expressly authorized to execute such document orinstrument by the terms of this Agreement or the written resolutions of theBoard.

##  

## 5.7.                              Liabilityand Indemnification.  The Companyshall indemnify and hold harmless, to the fullest extent permitted by law, (i) theMember, (ii) each officer, (iii) each Director, (iv) each agent,partner, employee, counsel and affiliate of the Member, officer, Director or ofany of their affiliates (individually, an “Indemnified Party”), asfollows:

##  

### A.                                   TheCompany shall indemnify and hold harmless, to the fullest extent permitted bylaw, any Indemnified Party from and against any and all losses, claims,damages, liabilities, expenses (including legal fees and expenses), judgments,fines, settlements and other amounts (“Indemnified Costs”) arising fromall claims, demands, actions, suits or proceedings (“Actions”), whethercivil, criminal, administrative or investigative, in which the IndemnifiedParty may be involved, or threatened to be involved, as a party or otherwisearising as a result of its status as (i) the Member, (ii) an officer,(iii) Director or (iv) an agent, partner, employee, counsel orAffiliate of the Member, an officer a Director, or any of their Affiliates,regardless of whether the Indemnified Party continues in the capacity at thetime the liability or expense is paid or incurred, and regardless of whetherthe Action is brought by a third party, or by or in the right of the Company;provided, however, no such Person shall be indemnified for any IndemnifiedCosts which proximately result from the Person’s fraud, bad faith or willfulmisconduct or the Person’s material breach of this Agreement.

###  

### B.                                     TheCompany shall pay or reimburse, to the fullest extent allowed by law andconsistent with Section 5.7(A) above, in advance of the finaldisposition of the

 

5

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### proceeding, Indemnified Costs incurred by the Indemnified Party inconnection with any Action that is the subject of Section 5.7(A) above.

###  

# **ARTICLE VI**

 

# **TRANSFER OF MEMBERSHIPINTERESTS; ADMISSION OF NEW MEMBERS**

 

## 6.1.                              Transfer.  The Member shall have the right to transferall (but not less than all) of its membership interest to any Person at anytime.  Any such transferee shall beadmitted as the Member as of the effective date of the transfer.

##  

## 6.2.                              Admissionof New Members.  No Additional Membershall be admitted (other than pursuant to Section 6.1), either by transferof a portion of the Member’s interest, or in any other manner, which causes theCompany to have two or more members, until this Agreement has been amended toprovide for such admission, including amendments relating to the governance ofthe Company, and providing for the allocation of Profits and Losses of theCompany among the members, and such amendment has been accepted by the Memberand such Additional Member.

##  

# **ARTICLE VII**

 

# **DISSOLUTION, LIQUIDATIONANDTERMINATION OF THE COMPANY**

 

## 7.1.                              Eventsof Dissolution.  The Company shall bedissolved upon the happening of any of the following events:

##  

### A.            upon theelection of the Board and the Member; or

###  

### B.            upon theoccurrence of an Involuntary Withdrawal of the Member.

###  

## 7.2.                              Procedurefor Winding Up and Dissolution.  Ifthe Company is dissolved for any reason, the Board shall wind up its affairs.

##  

## 7.3.                              Filingof Certificate of Cancellation.  Ifthe Company is dissolved, the Board shall promptly file a certificate ofcancellation with the Delaware Secretary of State.

##  

# **ARTICLE VIII**

 

# **BOOKS, RECORDS,ACCOUNTING, AND TAX ELECTIONS**

 

## 8.1.                              BankAccounts.  All funds of the Companyshall be deposited in a bank account or accounts opened in the Company’s nameas determined by the Board.

 

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## 8.2.                              Booksand Records.  The Company shall keepor cause to be kept complete and accurate books and records of theCompany.  The books and records shall bemaintained in accordance with generally accepted accounting principles andpractices.

##  

## 8.3.                              TaxElections.  Any election under anyprovision of any tax law shall be made only by the Board or by a personauthorized to do so by the Board.

##  

# **ARTICLE IX**

 

# **GENERAL PROVISIONS**

 

## 9.1.                              CompleteAgreement.  This Agreementconstitutes the complete and exclusive statement of the Member.  It supersedes all prior written and oralstatements, including any prior representation, statement, condition orwarranty.  Except as expressly providedotherwise herein, this Agreement may not be amended without the written consentof the Member.

##  

## 9.2.                              ApplicableLaw.  All questions concerning theconstruction, validity and interpretation of this Agreement and the performanceof the obligations imposed by this Agreement shall be governed by the internallaw, not the law of conflicts, of the State of Delaware.

##  

## 9.3.                              Section Titles.  The headings herein are inserted as a matterof convenience only, and do not define, limit or describe the scope of thisAgreement or the intent of the provisions hereof.

##  

## 9.4.                              BindingProvisions.  This Agreement isbinding upon, and inures to the benefit of, the parties hereto and theirrespective heirs, executors, administrators, personal and legalrepresentatives, successors and permitted assigns.

##  

## 9.5.                              Terms.  Common nouns and pronouns shall be deemed torefer to the masculine, feminine, neuter, singular and plural, as the identityof the Person may in the context require.

##  

## 9.6.                              Severabilityof Provisions.  Each provision ofthis Agreement shall be considered severable; and if, for any reason, anyprovision or provisions herein are determined to be invalid and contrary to anyexisting or future law, such invalidity shall not impair the operation of oraffect those portions of this Agreement which are valid.

##  

[**Signatures appear on the following page.**]

 

7

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INWITNESS WHEREOF, the parties have executed, or caused this Agreement to beexecuted, as of the date set forth hereinabove.

 
|   |   |   | MEMBER                                   |   |
|--------|--------|--------|------------------------------------------|--------|
|   |   |   |                                     |
|   |   |   | CKR ACQUISITION  CORP.                   |
|   |   |   |                                     |
|   |   |   |                                     |
|   |   | By:    | /s/ Frederick F. Wolfe                   |
|   |   |   | Name: Frederick  F. Wolfe                |
|   |   |   | Title: President  and CEO                |
|   |   |   |                                     |
|   |   |   | COMPANY                                  |   |
|   |   |   |                                     |
|   |   |   | CHEVYS  RESTAURANTS, LLC                 |
|   |   |   |                                     |
|   |   | By:    | CKR ACQUISITION  CORP.,  its sole Member |
|   |   |   |                                     |
|   |   |   |                                     |
|   |   | By:    | /s/ Frederick F. Wolfe                   |
|   |   |   | Name: Frederick  F. Wolfe                |
|   |   |   | Title: President  and CEO                |
|        |        |        |                                          |        |  |  |

 

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**Exhibit A**

 

Initial Board of Directors

 

Frederick F. Wolfe

 

Initial Executive Officers

 
| **Name**            | ** ** | **Position**                           |
|---------------------|------------|----------------------------------------|
| ** **          | ** ** | ** **                             |
| Charles Rink        |       | President and  Chief Operating Officer |
|                |       |                                   |
| Frederick F.  Wolfe |       | Chief Executive  Officer               |
|                |       |                                   |
| Steven Tanner       |       | Treasurer and  Chief Financial Officer |
|                |       |                                   |
| Madelaine Morrow    |       | Secretary                              |
|                |       |                                   |
| Peter J.  Letendre  |       | Assistant  Secretary                   |

 

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