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EXHIBIT 10.3
AMENDMENT NO. 1 TO THE
LIMITED LIABILITY COMPANY AGREEMENT
OF
CHELSEA MARKET SYSTEMS, L.L.C.
THIS AMENDMENT NO. 1 (the "Amendment") is made as of the 31st day of July,
2000, between and among Xxxxxxx Technologies, Inc., a Texas corporation
("Xxxxxxx"), and Xxxxx X. Xxxx ("Xxxxx").
WHEREAS, the parties entered into the Limited Liability Company Agreement
(the "Agreement") of the Chelsea Market Systems, L.L.C. (the "Company") as of
the 3rd day of January, 2000.
WHEREAS, the parties wish to amend the Agreement as set forth in this
Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual
undertakings contained herein, the parties hereto amend the Agreement as
follows:
1. Section 7.1 of the Agreement shall be amended by adding provision 7.1 (d)
which will read as follows:
(d) Xxxxxxx shall make contributions to the Company in an aggregate amount
not to exceed $900,000 for the payment of operation and marketing expenses,
as and when needed by the Company upon five (5) days advance written
request.
2. Section 8.1 (a) of the Agreement shall be amended in its entirety to read
as follows:
(a) Except as otherwise provided herein or by the Act, notwithstanding the
provisions of Section 8.1 (b), all distributions of Distributable Cash
shall first be made to Xxxxxxx until such time as Xxxxxxx shall have
received an amount equal to 100% of the amount of their contribution made
pursuant to 7.1 (d). When the amounts required to be paid pursuant this
Section 8.1 (a) have been made, Distributable Cash shall be distributed
among the Members pro rata in accordance with their Sharing Ratios in such
aggregate amounts and at such times as shall be determined by the
Management Committee.
3. Section 9.2 shall be amended to add the words "and Section 7.1(d)" after
the words "Section 7.1(b)" in subsection (a).
4. All provisions of the Agreement not amended hereby shall continue in full
force and effect.
5. This Amendment, the Agreement, and the additional documents and agreements
referred to in the Agreement constitute the entire agreement among the
parties hereto with respect to the subject matter hereof. They supersede
any prior agreements or understandings
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among them, and this Amendment may not be modified or amended in any manner
other than as set forth herein or in the Agreement.
6. This Amendment and the rights of the parties hereunder shall be governed by
and interpreted in accordance with the laws of the State of Delaware.
7. Except as herein otherwise specifically provided, this Amendment shall be
binding upon and inure to the benefit of the parties and their legal
representatives, heirs, administrators, executors, successors and assigns.
8. This Amendment may be executed in several counterparts, each of which shall
be deemed an original but all of which shall constitute one and the same
instrument. It shall not be necessary for all Members to execute the same
counterpart hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and in the year first above written.
XXXXXXX TECHNOLOGIES, INC.
5803 Glenmont By: /s/ XXXXX XXXXX
Xxxxxxx, Xxxxx 00000 ------------------------
Name: Xxxxx Xxxxx
Its: President
0000 Xxxx Xxxx Xxxxx /s/ XXXXX X. XXXX
Xxxxxxx, XX 00000 ------------------------
Xxxxx X. Xxxx
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