AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CUSTOM ENERGY HOLDINGS, L.L.C.
Exhibit B-54
AMENDMENT NO. 1
TO
THE SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
CUSTOM ENERGY HOLDINGS, L.L.C.
This Amendment No. 1 (this "Amendment") to the Second Amended and Restated Limited Liability Company Agreement of Custom Energy Holdings, L.L.C., dated as of July 26, 2002, (the "LLC Agreement") is made and entered into this 25th day of March, 2003, by and among SE Holdings, L.L.C., a Delaware limited liability company ("Holdings"), Innovative Energy Consultants Inc., a Missouri corporation ("IEC"), and KLT Energy Services Inc., a Missouri corporation ("KLT" and, together with Holdings and IEC, the "Members"), but shall be effective as January 3, 2003.
WHEREAS, the Members are the owners of all of the issued and outstanding limited liability company interests of Custom Energy Holdings, L.L.C., a Delaware limited liability company (the "Company"); and
WHEREAS, the Members and the Company wish to amend the LLC Agreement to reflect such current ownership;
NOW, THEREFORE, in consideration of the mutual covenants and benefits set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. The second paragraph of Section 3.1 of the LLC Agreement hereby is amended and restated to read in its entirety as follows:
The Management Committee shall consist of three (3) representatives, one (1) of whom shall be appointed by KLT, one (1) of whom shall be appointed by IEC, and one (1) of whom shall be appointed by Holdings. In the event of the resignation or death of a representative, the vacancy shall be promptly filled by a nominee of the Member who appointed the departing representative. The appointment of each representative on the Management Committee subsequent to the initial representatives named this Section 3.1 shall be evidenced by an appointment, and acceptance of appointment, in a writing delivered to the Company by the Member entitled to appoint such representative. Each representative will serve on the Management Committee at the pleasure of the Member appointing him or her. The Management Committee shall, as of the effective date of this LLC Agreement, consist of Xxxxx X. Xxxxxx (appointed by KLT), Xxxxxx Xxxxxxxx (appointed by IEC) and Xxxxxxx X. Xxxxxx (appointed by Holdings).
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2. This Amendment shall be effective as of January 3, 2003.
IN WITNESS WHEREOF, the parties hereto have signed this Amendment on the date first above written.
SE Holdings, L.L.C.,
a Delaware limited liability company
By:/s/Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx, CEO & President
KLT Energy Services Inc.,
a Missouri corporation
By:/s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, President
Innovative Energy Consultants Inc.,
a Missouri corporation
By:/s/Xxxx X. English
Name: Xxxx X. English
Title: Secretary
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