LIMITED LIABILITY COMPANY AGREEMENT
OF
TRC REALTY LLC
This Limited Liability Company Agreement (this "Agreement") of TRC Realty
LLC (the "Company") is entered into by The Restaurant Company, a Delaware
corporation, as the sole member of the Company (the "Member").
The sole Member hereby forms a limited liability company pursuant to and in
accordance with the Delaware Limited Liability Company Act, as amended from time
to time (the "Act"), and hereby designates Xxxxxx X. Xxxxxxxxx as an "authorized
person" within the meaning of the Act for the sole purpose of executing,
delivering and filing the Certificate of Formation of the Company with the
Secretary of State of Delaware and for the registration of the Company in any
jurisdiction where the business activities of the Company would require such
registration, and further agrees as follows:
1. Name. The name of the limited liability company formed hereby is TRC
Realty LLC.
2. Purpose. The Company is formed for the object and purpose of, and the
nature of the business to be conducted and promoted by the Company is, engaging
in any lawful act or activity for which limited liability companies may be
formed under the Act and engaging in any and all activities necessary or
incidental to the foregoing.
3. Registered Office. The address of the registered office of the Company
in the State of Delaware is c/o The Corporation Trust Company, 0000 Xxxxxx
Xxxxxx, Xxxxxxxxxx, Xxxxxx of Xxx Xxxxxx, Xxxxxxxx 00000.
4. Registered Agent. The name and address of the registered agent of the
Company for service of process on the Company in the State of Delaware is The
Corporation Trust Company, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxx of Xxx Xxxxxx,
Xxxxxxxx 00000.
5. Members. The names and the business, residence or mailing addresses of
the sole Member are as follows:
Name Address
---- -------
The Restaurant Company 0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000-0000
6. Powers. The business and affairs of the Company shall be managed by the
Member. The Member shall have the power to do any and all acts necessary or
convenient to or for the furtherance of the purposes described herein, including
all powers, statutory or otherwise, possessed by members under the laws of the
State of Delaware. The Member shall have the authority to bind the Company.
7. Dissolution. The Company shall dissolve, and its affairs shall be wound
up upon the first to occur of the following: (a) the written consent of the
Member, or (b) the entry of a decree of judicial dissolution under Section
18-802 of the Act or (c) the death of a Member.
8. Capital Contributions. The sole Member has made such capital
contributions to the Company as is reflected on the books of the Company.
9. Additional Contributions. No Member is required to make any additional
capital contribution to the Company.
10. Allocation of Profits and Losses. The Company's profits and losses
shall be allocated in proportion to the capital contributions of the Member.
11. Distributions. Distributions shall be made to the Member at the times
and in the aggregate amounts determined by the Member.
12. Assignments. A Member may assign his limited liability company interest
in whole or in part.
13. Admission of Additional Members. One (1) or more additional members of
the Company may be admitted to the Company with the consent of the Member.
14. Liability of Members. The Member shall not have any liability for the
obligations or liabilities of the Company except to the extent provided in the
Act. The Company shall indemnify the Member for its actions as Member to the
fullest extent permitted by law.
15. Indemnification. The Company shall indemnify, in accordance with and to
the full extent now or hereafter permitted by law, the Member and any officer or
employee of the Company, and may so indemnify any agent of the Company, 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, administration or
investigative (including, without limitation, an action by or in the right of
the Company) by reason of any action or omission in their respective capacities
against any liabilities, expenses (including, without limitation, attorneys'
fees and expenses and any other costs and expenses incurred in connection with
defending such action, suit or proceeding), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the Person in connection with
such action, suit or proceeding, if the Person acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceedings, had no
reasonable cause to believe its, his or her 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 (i) that the Person did not act in good faith and
in a manner which it, he or she reasonably believed to be in or not opposed to
the best interests of the Company, and (ii) with respect to any criminal action
or proceeding, that Person had reasonable cause to believe its, his or her
conduct was unlawful. Expenses (including without limitation, attorneys' fees
and expenses) incurred by a Person seeking indemnification hereunder shall be
paid in advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking from the Person to repay such amount if it shall
ultimately be determined that the Person is not entitled to indemnification.
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For purposes of the proceeding paragraph, the word "Person" shall include
the Member and any officer, employee or agent of the Company.
16. Governing Law. This Agreement shall be governed by, and construed
under, the laws of the State of Delaware, all rights and remedies being governed
by said laws.
17. Amendment. This Agreement may be amended in writing by the Member.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,
has duly executed this Limited Liability Company Agreement as of the 9th day of
December, 1999.
THE RESTAURANT COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Its: Vice President
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