AMENDMENT NO. 5 to the SECOND AMENDED AND RESTATED OPERATING AGREEMENT of CHEROKEE INTERNATIONAL, LLC
Exhibit 3.6
AMENDMENT NO. 5
to the
SECOND AMENDED AND RESTATED OPERATING AGREEMENT
of
CHEROKEE INTERNATIONAL, LLC
This Amendment No. 5 (this “Amendment”) to the Second Amended and Restated Operating Agreement, dated as of April 30, 1999, as amended by Amendment No. 1 thereto, dated as of June 30, 1999, Amendment No. 2 thereto, dated as of June 30, 1999, Amendment No. 3 dated as of June 12, 2000 and Amendment No. 4 dated as of June 14, 2000 (the “Agreement”), of Cherokee International, LLC, a California limited liability company (the “Company”) is made and entered into as of September 26, 2001 among the Company and such members of the Company as are party to this Amendment.
WHEREAS, certain members of the Company (the “Sellers”) has made a disposition of Class A Units (the “Class A Units”) and Class B Units (the “Class B Units” and, together with the Class A Units, the “Units”) of the Company to Cherokee Investor Partners LLC and OCM/GFI Cherokee Investments II, Inc. (the “Purchasers”).
NOW, THEREFORE, in consideration of the mutual agreements and promises herein contained, the parties hereto, intending to be legally bound hereby, agree as follows:
Section 1. Definitions: References. Unless otherwise specifically defined herein, each term used herein that is defined in the Agreement shall have the meaning assigned to such term in the Agreement. Each reference to “hereof,” “hereunder,” herein” and “hereby” and other similar reference contained in the Agreement shall from and after the date of this Amendment refer to the Agreement as amended hereby.
Section 2. Effectiveness of Amendments. This Amendment shall become effective and the Agreement shall be amended as provided herein as of the date the Purchasers purchase the Units of the Company from the Sellers pursuant to that certain Unit Purchase Agreement, dated as of August 10, 2001, by and among the Sellers and the Purchasers.
Section 3. Amendment of Appendix A. Appendix A to the Agreement is amended to read in its entirety as follows:
Appendix A
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Member Name and Address |
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Class A Units |
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Class B Units |
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Percentage Interest |
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Capital Contribution |
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Capital Account** |
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Cherokee Investor Partners,
LLC |
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242,275 |
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24,637,454 |
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68.5431 |
% |
$16,632,566 |
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OCM/GFI Cherokee Investments II, Inc. |
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10,520 |
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1,299,987 |
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3.6104 |
% |
6,300,000 |
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustees of the ▇▇▇▇▇ Family Trust dated July 17, 1987* |
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71,157 |
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1,756,717 |
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5.0358 |
% |
2,079,071 |
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▇▇▇▇ ▇▇▇▇▇, Trustee of the ▇▇▇▇▇▇ ▇▇▇▇▇ 1997 Irrevocable Trust I dated November 3, 1997* |
|
0 |
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914,957 |
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2.5207 |
% |
1,039,535 |
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▇▇▇▇▇ ▇▇▇▇▇▇, Trustee of the ▇▇▇▇▇▇ ▇▇▇▇▇ 1997 Irrevocable Trust II dated November 3, 1997* |
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0 |
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914,957 |
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2.5207 |
% |
1,039,535 |
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▇▇▇▇ ▇▇▇▇▇, Trustee of the ▇▇▇▇▇▇ ▇▇▇▇▇ 1997 Irrevocable Trust III dated November 3, 1997* |
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0 |
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914,957 |
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2.5207 |
% |
1,039,535 |
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▇▇▇▇ ▇▇▇▇▇, Trustee of the ▇▇▇▇▇ ▇▇▇▇▇ 1997 Irrevocable Trust I dated November 3, 1997* |
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0 |
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914,957 |
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2.5207 |
% |
1,039,535 |
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▇▇▇▇▇ ▇▇▇▇▇▇, Trustee of the ▇▇▇▇▇ ▇▇▇▇▇ 1997 Irrevocable Trust II dated November 3, 1997* |
|
0 |
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914,957 |
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2.5207 |
% |
1,039,535 |
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▇▇▇▇ ▇▇▇▇▇, Trustee of the ▇▇▇▇▇ ▇▇▇▇▇ 1997 Irrevocable Trust III dated November 3, 1997* |
|
0 |
|
914,957 |
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2.5207 |
% |
1,039,535 |
|
|
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Bikor Corporation* |
|
23,719 |
|
2,415,486 |
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6.7200 |
% |
2,772,094 |
|
|
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|
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|
|
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▇▇▇▇▇ ▇▇▇▇▇ |
|
0 |
|
87,139 |
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0.2401 |
% |
69,302 |
|
|
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|
|
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|
|
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|
|
|
|
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▇▇▇ ▇▇▇▇▇▇▇ |
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0 |
|
98,873 |
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0.2724 |
% |
136,295 |
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|
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
|
0 |
|
87,139 |
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0.2401 |
% |
69,302 |
|
|
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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0 |
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50,000 |
|
0.1377 |
% |
— |
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▇▇▇ ▇▇▇▇ |
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0 |
|
12,500 |
|
0.0344 |
% |
— |
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|
|
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Cong ▇▇▇▇ ▇▇ |
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0 |
|
10,000 |
|
0.0275 |
% |
— |
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▇▇▇▇▇ ▇▇▇▇ |
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0 |
|
5,228 |
|
0.0144 |
% |
4,158 |
|
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Totals: |
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347,671 |
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35,950,265 |
|
100 |
% |
34,299,998 |
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* |
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▇/▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇, ▇▇▇▇▇▇▇ Avenue, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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** |
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Capital Accounts to be determined. |
Section 4. Effectiveness of the Agreement. Except as amended hereby, the Agreement shall continue in full force and effect.
Section 5. Incorporation of Terms. This Amendment shall be governed by and construed in accordance with Article XIII of the Agreement.
2
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written.
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MEMBER: |
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CHEROKEE INVESTOR PARTNERS, LLC |
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MEMBER: |
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OCM/GFI CHEROKEE INVESTMENTS II, INC |
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MEMBER: |
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, AS TRUSTEE OF THE ▇▇▇▇▇ FAMILY TRUST, DATED JULY 17, 1987 |
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MEMBER: |
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▇▇▇▇▇ ▇. ▇▇▇▇▇, AS TRUSTEE OF THE ▇▇▇▇▇ FAMILY TRUST, DATED JULY 17, 1987 |
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MEMBER: |
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▇▇▇▇ ▇▇▇▇▇, AS TRUSTEE OF THE ▇▇▇▇▇▇ ▇▇▇▇▇ 1997 IRREVOCABLE TRUST I, DATED NOVEMBER 3, 1997 |
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▇▇▇▇▇ ▇▇▇▇▇▇, AS TRUSTEE OF THE ▇▇▇▇▇▇ ▇▇▇▇▇ 1997 IRREVOCABLE TRUST II, DATED NOVEMBER 3, 1997 |
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▇▇▇▇ ▇▇▇▇▇, AS TRUSTEE OF THE ▇▇▇▇▇▇ ▇▇▇▇▇ 1997 IRREVOCABLE TRUST III, DATED NOVEMBER 3, 1997 |
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MEMBER: |
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▇▇▇▇ ▇▇▇▇▇, AS TRUSTEE OF THE ▇▇▇▇▇ ▇▇▇▇▇ 1997 IRREVOCABLE TRUST I, DATED NOVEMBER 3, 1997 |
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▇▇▇▇▇ ▇▇▇▇▇▇, AS TRUSTEE OF THE ▇▇▇▇▇ ▇▇▇▇▇ 1997 IRREVOCABLE TRUST II, DATED NOVEMBER 3, 1997 |
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▇▇▇▇ ▇▇▇▇▇, AS TRUSTEE OF THE ▇▇▇▇▇ ▇▇▇▇▇ 1997 IRREVOCABLE TRUST III, DATED NOVEMBER 3, 1997 |
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MEMBER: |
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BIKOR CORPORATION |
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