First Amendment to the
Amended and Restated
Limited Liability Company Operating Agreement
October 28, 2002
This First Amendment to the Amended and Restated Limited Liability Company
Operating Agreement, dated as of August 1, 2002 ("Limited Liability Company
Operating Agreement"), is made as of October 28, 2002 by and between MidAmerican
Energy Holdings Company and El Paso Merchant Energy North America Company
("Amendment No. 1").
WHEREAS, CE Generation, LLC (the "Company") and its members have determined it
to be desirable and in the best interest of the Company that the Company
decrease the number of Directors on the Board of Directors to four (4) members:
NOW THEREFORE, for good and valuable consideration, the receipt, of which is
hereby acknowledged, the parties agree as follows:
1. Management. Sections 6.1(a) and (b) of the Limited Liability
Company Operating Agreement shall be amended and restated to read as
follows:
"6.1. Management. (a) Board of Directors. The Company shall be managed
exclusively by or under the direction of a Board of Directors (the
"Board"), consisting of four Directors, two of whom shall be appointed
by the holders of the Class A Interests and two of whom shall be
appointed by the holders of the Class B Interests; provided, that, no
person appointed by the holders of the Class A Interests shall be an
Electric Utility. Each Director and Officer of the Company is not a
"manager" (within the meaning of the Act) of the Company. Following
their appointment, Directors shall serve until (i) removal, (ii)
resignation or (iii) election of a successor by the holders of the
applicable class of Interests, whichever occurs first. Directors may be
removed at any time, with or without cause, by the holders of the class
of Interests appointing such Director.
(b) Authority of the Board. Except as provided in Section 6.2,
(i) The Board, acting as a group or through the Officers, has
sole authority to manage the Company and is authorized to make
any contracts, enter into any transactions, make and obtain
any commitments and take any and all actions on behalf of the
Company to conduct or further the Company's business. Any
action taken by the Directors or Officers on behalf of the
Company in accordance with the foregoing provisions shall
constitute the act of and shall serve to bind the Company;
(ii) Each Director has one vote in Board decisions;
(iii) Action by the Board requires either
(A) a resolution approved by the affirmative vote of
at least three of the Directors present at a meeting of the
Board, (1) scheduled by a prior act of the Directors or called
upon at least two business days' written notice signed by at
least two Directors or the President, and (2) with a quorum
present of at least three of the Directors, or
(B) a written action, signed by at least three of the
Directors."
2. Except as expressly amended by this Amendment No. 1, the terms and
conditions of the Limited Liability Company Operating Agreement shall
remain in full force and effect.
In witness whereof, the parties hereto have executed this Amendment No. 1 as of
this 28th day October, 2002.
MIDAMERICAN ENERGY HOLDINGS EL PASO MERCHANT ENERGY NORTH
COMPANY AMERICA COMPANY
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxxxxx
-------------------- --------------------
Name: Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx
Title: Vice President and Secretary Title: Senior Vice President,
Chief Financial Officer
and Treasurer
