Exhibit 3.6
SECOND AMENDMENT
SECOND AMENDMENT (this "Second Amendment"), dated as of June 18, 2003, to
the Amended and Restated Limited Liability Company Agreement of Chesapeake
Funding LLC (formerly known as Greyhound Funding LLC), dated as of October 28,
1999, as amended by the First Amendment thereto, dated as of April 25, 2002 (the
"LLC Agreement"), is entered into by Raven Funding LLC, a Delaware limited
liability company, as the sole common member (the "Common Member"), and the
other parties hereto.
W I T N E S S E T H:
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I. Amendment.
WHEREAS, pursuant to Section 15.1 of the LLC Agreement and subject to the
terms and conditions of this Second Amendment, the Common Member, and the other
parties hereto wish to amend the LLC Agreement as herein provided.
NOW, THEREFORE:
1. Section 9.1(f) of the LLC Agreement is hereby amended and restated in
its entirety as follows:
(f) Neither ARAC nor any Affiliate of ARAC (other than a special
purpose entity that is an Affiliate of ARAC that has entered into financing
arrangements secured by one or more Senior Preferred Membership Interests)
shall have the right to vote or give or withhold consent with respect to
any Senior Preferred Membership Interest owned by it, directly or
indirectly, and, for purposes of any matter upon which the Senior Preferred
Members may vote or give or withhold consent as provided in this Agreement,
Senior Preferred Membership Interests owned by ARAC or any Affiliate of
ARAC (other than a special purpose entity that is an Affiliate of ARAC that
has entered into financing arrangements secured by one or more Senior
Preferred Membership Interests) shall be treated as if they were not
outstanding.
2. Section 10.1(f) of the LLC Agreement is hereby amended and restated in
its entirety as follows:
(f) Neither ARAC nor any Affiliate of ARAC (other than a special purpose
entity that is an Affiliate of ARAC that has entered into financing arrangements
secured by one or more Junior Preferred Membership Interests) shall have the
right to vote or give or withhold consent with respect to any Junior Preferred
Membership Interest owned by it, directly or indirectly, and, for purposes of
any matter upon which the Junior Preferred Members may vote or give or withhold
consent as provided in this Agreement, Junior Preferred Membership Interests
owned by ARAC or any Affiliate of ARAC (other than a special purpose entity that
is an Affiliate of ARAC that has entered into financing arrangements secured by
one or more Junior Preferred Membership Interests) shall be treated as if they
were not outstanding.
II. Miscellaneous Provisions.
1. This Second Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the LLC Agreement
and, except as amended hereby, the LLC Agreement continues in full force and
effect.
2. THIS SECOND AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF DELAWARE EXCLUDING ANY CONFLICT-OF-LAWS RULE OR
PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR CONSTRUCTION OF THIS SECOND
AMENDMENT TO THE LAW OF ANOTHER JURISDICTION.
3. If any one or more of the covenants, agreements, provisions or terms of
this Second Amendment shall for any reason whatsoever be held invalid, then such
covenants, agreements, provisions or terms shall be deemed enforceable to the
fullest extent permitted, and if not so permitted, shall be deemed severable
from the remaining covenants, agreements, provisions or terms of this Second
Amendment and shall in no way affect the validity or enforceability of the other
provisions of this Second Amendment.
4. From and after the date of the execution of this Second Amendment, all
references to the "Agreement" in the LLC Agreement and the LLC Agreement shall
be deemed to be references to the LLC Agreement as modified hereby.
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IN WITNESS WHEREOF, the undersigned have executed and delivered this Second
Amendment as of the date first above written.
COMMON MEMBER
RAVEN FUNDING LLC
By: /s/ Xxxxxx X. Xxxxxx
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Manager
MANAGERS
By: /s/ Xxxxxx X. Xxxxxx
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By: /s/ Xxxx X. Xxxxxx
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INDEPENDENT MANAGER
By: /s/ Xxxxx Xxxxx
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Manager
