EXHIBIT 3.3
AMENDMENT NO. 2
to the
SECOND AMENDED AND RESTATED OPERATING AGREEMENT
of
CHEROKEE INTERNATIONAL, LLC
This Amendment No. 2 (this "Amendment") to the Second Amended and
Restated Operating Agreement, dated as of April 30, 1999, as amended by
Amendment No. 1 thereto, dated as of June 28, 1999 (the "Agreement"), of
Cherokee International, LLC, a California limited liability company (the
"Company") is made and entered into as of June 28, 1999 among the Company and
such members of the Company as are party to this Amendment.
WHEREAS, the Management Committee of the Company has adopted that
certain Cherokee International, LLC 1999 Unit Purchase Plan, (the "Unit
Purchase Plan") and the Company has issued and sold Class B Units to certain
of the Company's employees (each an "Employee" and collectively, the
"Employees") in accordance with the Unit Purchase Plan and pursuant to
subscription agreements between the Company and each such Employee; and
WHEREAS, the parties hereto wish to add the Employees who acquired
Class B Units pursuant to the Unit Purchase Plan and the applicable subscription
agreement as Members of the Company, upon the terms and conditions set forth
herein, and to reflect the Members' ownership of Units and Capital Accounts as
of the date of the effectiveness of this Amendment;
NOW, THEREFORE, in consideration of the mutual agreements and promises
herein contained, the parties hereto, intending to be legally bound hereby,
agree as follows:
SECTION 1. DEFINITIONS: REFERENCES. Unless otherwise specifically
defined herein, each term used herein that is defined in the Agreement shall
have the meaning assigned to such term in the Agreement. Each reference to
"hereof," "hereunder," herein" and "hereby" and other similar reference
contained in the Agreement shall from and after the date of this Amendment refer
to the Agreement as amended hereby.
SECTION 2. EFFECTIVENESS OF AMENDMENTS. This Amendment shall become
effective and the Agreement shall be amended as provided herein as of June 28,
1999, on which date one or more Employees purchased Class B units of the
Company in accordance with the Unit Purchase Plan and the subscription
agreements.
SECTION 3. AMENDMENT OF APPENDIX A. Appendix A to the Agreement is
amended to read in its entirety as follows:
APPENDIX A
Member Name Class A Units Class B Units Percentage Capital Capital
and Address Interest Contribution Account**
Cherokee Investor Partners, LLC 180,000 17,820,000 [ ]% --
c/o GFI Energy Ventures LLC
12121 Wilshire Blvd., Ste. 1375
Los Angeles, CA 90025
Ganpat I. Patel and Manju G. Patel, 90,000 2,160,000 [ ]% --
Trustees of the Patel Family Trust
dated July 17, 1987*
Rita Patel, Trustee of the Ganpat 0 1,125,000 [ ]% --
Patel 1997 Irrevocable Trust I dated
November 3, 1997*
Rita Patel, Trustee of the Ganpat 0 1,125,000 [ ]% --
Patel 1997 Irrevocable Trust II dated
November 3, 1997*
Rita Patel, Trustee of the Ganpat 0 1,125,000 [ ]% --
Patel 1997 Irrevocable Trust III dated
November 3, 1997*
Rita Patel, Trustee of the Manju Patel 0 1,125,000 [ ]% --
1997 Irrevocable Trust I dated
November 3, 1997*
Rita Patel, Trustee of the Manju Patel 0 1,125,000 [ ]% --
1997 Irrevocable Trust II dated
November 3, 1997*
Rita Patel, Trustee of the Manju Patel 0 1,125,000 [ ]% --
1997 Irrevocable Trust III dated
November 3, 1997*
Bikor Corporation* 30,000 2,970,000 [ ]% --
[Insert Employees]* -- -- -- --
2
Totals: 300,000 [ ] 100%
- --------------------
* c/o Cherokee International, LLC, 2841Dow Avenue, Tustin, CA 92780
** Capital Accounts to be determined.
SECTION 4. EFFECTIVENESS OF THE AGREEMENT. Except as amended hereby,
the Agreement shall continue in full force and effect.
SECTION 5. INCORPORATION OF TERMS. This Amendment shall be governed
by and construed in accordance with Article XIII of the Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
MEMBER:
CHEROKEE INVESTOR PARTNERS, LLC
By: /s/ IAN SHAPIRO
----------------------------
Its: PRESIDENT
----------------------------
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MEMBER:
By: /s/ GANPAT PATEL
----------------------------
GANPAT PATEL, AS TRUSTEE OF THE
PATEL FAMILY TRUST, DATED JULY 17,
1987
MEMBER:
By: /s/ MANJU PATEL
----------------------------
MANJU PATEL, AS TRUSTEE OF
THE PATEL FAMILY TRUST, DATED
JULY 17, 1987
MEMBER:
By: /s/ RITA PATEL
----------------------------
RITA PATEL, AS TRUSTEE OF THE
GANPAT PATEL 1997 IRREVOCABLE
TRUST I, DATED NOVEMBER 3, 1997
MEMBER:
By: /s/ RITA PATEL
---------------------------------
RITA PATEL, AS TRUSTEE OF THE
GANPAT PATEL 1997 IRREVOCABLE
TRUST II, DATED NOVEMBER 3, 1997
MEMBER:
By: /s/ RITA PATEL
----------------------------
RITA PATEL, AS TRUSTEE OF THE
GANPAT PATEL 1997 IRREVOCABLE
TRUST III, DATED NOVEMBER 3, 1997
MEMBER:
By: /s/ RITA PATEL
----------------------------
RITA PATEL, AS TRUSTEE OF THE
MANJU PATEL 1997 IRREVOCABLE
TRUST I, DATED NOVEMBER 3, 1997
MEMBER:
By: /s/ RITA PATEL
--------------------------------
RITA PATEL, AS TRUSTEE OF THE
MANJU PATEL 1997 IRREVOCABLE
TRUST II, DATED NOVEMBER 3, 1997
MEMBER:
By: /s/ RITA PATEL
----------------------------
RITA PATEL, AS TRUSTEE OF THE
MANJU PATEL 1997 IRREVOCABLE
TRUST III, DATED NOVEMBER 3, 1997
MEMBER:
BIKOR CORPORATION
By: /s/ BAHECHAR S. PATEL
----------------------------
Its: President
---------------------------