RIO VISTA GP LLC FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Exhibit 3.1
RIO VISTA GP LLC
FIRST AMENDMENT TO
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Rio Vista
GP LLC (this “First Amendment”) is dated as of October 6, 2006. Capitalized terms used, and not
otherwise defined, herein shall have the same meaning as set forth in the Amended and Restated
Limited Liability Company Agreement dated as of September 16, 2004 (the “Restated Agreement”) of
Rio Vista GP LLC, a Delaware limited liability company (the “Company”).
WHEREAS, in accordance with Section 13.8 of the Restated Agreement, the Board of Managers
believes that it is in the best interests of the Company and the Members to amend the Restated
Agreement on the terms set forth herein.
NOW, THEREFORE, the Board of Managers hereby adopts the following amendments to the Restated
Agreement:
1. Amendment of Section 2.7 of the Restated Agreement. Section 2.7 of the Restated
Agreement is hereby amended to read, in full, as follows:
“Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx and Xxx X. Xxxxxxxx are hereby designated as authorized
persons to execute, deliver and file any amendments or restatements of the Certificate, and any
other certificates and any amendments or restatements thereof necessary for the Company to qualify
to do business in a jurisdiction in which the Company may wish to conduct business.”
2. Amendment of Section 5.2 of the Restated Agreement. Section 5.2(l) of the Restated
Agreement is hereby amended to read, in full, as follows:
"(l) Compensation of Managers; Reimbursement of Expenses.
The Managers shall receive for their services such compensation as may be determined from time
to time by the Board of Managers. Compensation may include, without limitation, cash, common units
of Rio Vista Energy Partners L.P., a Delaware limited partnership, and/or options to purchase such
common units. No Manager who is also an officer or employee of the Company shall be entitled to
receive additional compensation for his services as a Manager. Managers (including Managers who
are also officers or employees of the Company) shall be reimbursed by the Company for their
reasonable travel, food, lodging and other expenses incurred in attending meetings in accordance
with policies approved from time to time by the Board of Managers.”
3. Effect of This Amendment. Except as expressly provided in this Amendment, the
Restated Agreement is reaffirmed and remains in full force and effect.
IN WITNESS WHEREOF, the members of the Board of Managers have executed this First Amendment to
Amended and Restated Limited Liability Company Agreement of Rio Vista GP LLC as of the day and year
first set forth above.
BOARD OF MANAGERS:
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Manner
Xxxxxxx X. Manner
