EXHIBIT 3.5
THIRD AMENDMENT
TO
OPERATING AGREEMENT
OF
PERFORMANCE CAPITAL MANAGEMENT, LLC
This Third Amendment (the "Third Amendment") amends the Operating
Agreement, as heretofore amended (the "Operating Agreement"), of Performance
Capital Management, LLC, a California limited liability company (the "Company").
Capitalized terms that are used in this Third Amendment and not otherwise
defined herein shall have the respective meanings given to such terms in the
Operating Agreement.
1. Amendment of Article VIII. Article VIII of the Operating Agreement
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is hereby amended by adding Section 8.6 thereto, which shall read in full as
follows:
"8.6 Repurchase of LLC Units. Notwithstanding Section 8.1 above,
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the Board of Directors may elect from time to time to cause the Company to
make distributions in cash for the purpose of repurchasing LLC Units from
each Member who owns an aggregate of not more than a specified number of
LLC Units that is less than one hundred, upon such terms and conditions as
the Board of Directors determines are in the best interest of the Company
and its Members."
2. Effect of Amendment. Except as expressly amended hereby, the
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Operating Agreement shall continue in full force and effect.
3. Effective Date of Amendment. This Third Amendment shall be
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effective when it has been approved by the Company's Members in accordance with
Section 4.7.4 of the Operating Agreement.
IN WITNESS WHEREOF, this Third Amendment has been signed by the undersigned
officer of the Company, who hereby certifies that this Third Amendment was duly
approved by the Company's Members in accordance with Section 4.7.4 of the
Operating Agreement at a meeting of the Company's Members on June 12, 2006.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Chief Operations Officer
