EXHIBIT 3.4
SECOND AMENDMENT TO
OPERATING AGREEMENT
FOR
PERFORMANCE CAPITAL MANAGEMENT, LLC
A CALIFORNIA LIMITED LIABILITY COMPANY
THIS SECOND AMENDMENT TO THE OPERATING AGREEMENT FOR PERFORMANCE CAPITAL
MANAGEMENT, LLC, a California limited liability company (this "Second
Amendment") is made by and among PERFORMANCE ASSET MANAGEMENT FUND, LTD., a
California limited liability company, PERFORMANCE ASSET MANAGEMENT FUND II,
LTD., a California limited liability company, PERFORMANCE ASSET MANAGEMENT FUND
III, LTD., a California limited liability company, PERFORMANCE ASSET MANAGEMENT
FUND IV, LTD., a California limited liability company, and PERFORMANCE ASSET
MANAGEMENT FUND V, LTD. This Second Amendment amends that certain Operating
Agreement for PERFORMANCE CAPITAL MANAGEMENT, LLC, a California limited
liability company (the "Operating Agreement"). Except as otherwise amended
hereby, the Operating Agreement shall continue in full force and effect.
Capitalized terms that are used in this Second Amendment and are defined in the
Operating Agreement, as amended, shall have the same meanings herein as therein
unless otherwise provided herein. The Operating Agreement is hereby amended in
the following respects only.
THE FOLLOWING SECTION IS HEREBY ADDED TO THE OPERATING AGREEMENT TO READ IN FULL
AS SET FORTH HEREIN:
5.2.8 Classification of Directors. The Directors shall be divided into two
classes, with each class to be as nearly equal in number as possible, as
specified by resolution of the Board of Directors or, if the Directors in office
constitute fewer than a quorum of the Board of Directors, by the affirmative
vote of a majority of all the Directors in office. The term of office of the
initial Directors of the first class shall expire at the first annual meeting of
Members after their election. The term of office of the initial Directors of the
second class shall expire at the second annual meeting after their election. At
each annual meeting after such classification, a number of Directors equal to
the number of the class whose term expires at the time of such meeting shall be
elected to hold office until the second succeeding annual meeting. Absent his or
her death, resignation or removal, a Director shall continue to serve despite
the expiration of the Director's term until his or her successor shall have been
elected and qualified or until there is a decrease in the number of Directors.
SECOND AMENDMENT TO OPERATING AGREEMENT - PAGE 1
IN WITNESS WHEREOF, the Members of PERFORMANCE CAPITAL MANAGEMENT, LLC, a
California limited liability company, adopted and approved this Second
Amendment, in accordance with the Operating Agreement, as amended, on the 9th
day of June, 2003.
/s/ Xxxxxxx X. Xxxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxxx Chief Legal Officer
SECOND AMENDMENT TO OPERATING AGREEMENT - PAGE 2
