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EXHIBIT 3.4
AMENDMENT NO. 2 TO
AMENDED AND RESTATED LIMITED
LIABILITY COMPANY AGREEMENT
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED LIMITED LIABILITY
COMPANY AGREEMENT (this "Amendment"), dated as of January 19, 2001 to the
Amended and Restated Limited Liability Company Agreement of Cedar Brakes I,
L.L.C., dated as of September 11, 2000, as amended (the "Amended and Restated
LLC Agreement"), by Mesquite Investors, L.L.C. (the "Member"), as sole Member of
Cedar Brakes I, L.L.C. (the "Company").
WITNESSETH:
WHEREAS, the Company was formed by the Member as its sole
member by the filing of a Certificate of Formation and the execution of the
Cedar Brakes I, L.L.C. Limited Liability Company Agreement on March 6, 2000 (the
"Original Agreement");
WHEREAS, the Original Agreement was amended and restated by
the Member in the Amended and Restated LLC Agreement; and
WHEREAS, the Member desires to amend a certain provision of
the Amended and Restated LLC Agreement as provided herein;
NOW, THEREFORE, in consideration of the premises contained
herein and for other good and valuable consideration receipt of which is hereby
acknowledged, the Member hereby agrees as follows:
1. Amendment. Section 601(c) of the Amended and Restated LLC
Agreement is hereby amended to add "(i)" at the beginning of the first paragraph
of such subsection prior to the words commencing with "except as provided", to
delete the "(i)" preceding the second paragraph of such section prior to the
words commencing with "The Company shall not" and to insert "(ii)" at the
beginning of the second paragraph in its place and stead.
2. Limited Effect. Except as expressly amended hereby, all of
the provisions of the Amended and Restated LLC Agreement shall continue to be,
and shall remain, in full force and effect in accordance with their terms.
3. Binding Effect. This Amendment shall become effective when
it shall have been executed by the Member.
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4. GOVERNING LAW. This Agreement shall be construed in
accordance with, and governed by, the laws of the State of Delaware, without
regard to its conflict of law principles.
IN WITNESS WHEREOF, the Member has caused this Amendment to be
duly executed as of the date and year first above written.
By: MESQUITE INVESTORS, L.L.C.
its Sole Member
By: CHAPARRAL INVESTORS, L.L.C.
its Sole Member
By: El PASO CHAPARRAL INVESTORS, L.L.C.
its Managing Member
By: El PASO CHAPARRAL
HOLDING COMPANY
its Sole Member
By: /s/ XXXX X. XXXXXXXX
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Name: Xxxx X. Xxxxxxxx
Title: Vice President and Senior
Managing Director
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