FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RIO VISTA GP LLC
Exhibit 3.1
FIRST
AMENDMENT TO THE
AMENDED
AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF
RIO VISTA
GP LLC
This
First Amendment to the Amended and Restated Limited Liability Company Agreement
of Rio Vista GP, LLC, dated effective as of 11:00 a.m. Central Standard Time
December 28, 2010 (the “First
Amendment”), is executed by Central Energy, L.P. a Delaware limited
partnership (“Central
LP”), in its capacity as the sole Member of Rio Vista GP LLC (the “Company”). 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 of the
Company dated as of September 16, 2004 as amended to date (the “Operating
Agreement”).
WHEREAS,
Central LP is the sole Member of the Company; and
WHEREAS,
in Company Agreement may be amended in accordance with Section 13.8 thereof;
and
WHEREAS,
the Board of Managers and Central LP have determined that it will be in the best
interest of the Company to amend the Operating Agreement to (a) change the name
of the Company and (b) reduce the minimum number of Managers who may serve on
the Board of Managers of the Company.
NOW,
THEREFORE, the undersigned sole Member of the Company agrees to amend the
Operating Agreement as follows effective as of the date set out
above:
1. Amendment of Name of
Company. The name of the Company is hereby amended to Central
Energy GP LLC and each reference to Rio Vista GP LLC in the
Operating Agreement is amended to be a reference to the new name of
the Company, to wit, Central Energy GP LLC.
2. Amendment of Section 5.2(a)
of the Company Agreement. The first sentence of Section 5.2(a)
of the Company Agreement is hereby amended to read as follows:
“The
Board of Managers shall consist of a number of Managers determined by a Majority
Interest from time to time: provided; that the Board of Managers may not consist
of less than two Managers.
3. Effect of this
Amendment. Except as expressly provided in this First
Amendment, the Company Agreement is reaffirmed and remains in full force and
effect.
5. Incorporation by
Reference. The provisions of the Company Agreement, including
without limitation Article 15 (Miscellaneous), are incorporated herein by
reference. All references to “this Agreement” contained in such
provisions shall be deemed to refer to the Operating Agreement, as amended by
this First Amendment.
IN
WITNESS WHEREOF, the parties have executed this First Amendment to
the Amended and Restated Limited Liability Company Agreement of the
Company as of the day and year first set forth above.
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SOLE
MEMBER:
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CENTRAL
ENERGY, LP
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By:
Central Energy, LLC
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Its:
General Partner
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By:
/s/ Xxxx Xxxxxxx
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Name:
Xxxx Xxxxxxx
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Title:
Managing Member
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By:
/s/ Xxxxxx X.
Xxxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxxx
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Title:
Managing Member
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