MALIBU BOATS, INC. - FORM 10-Q/A - EX-3.5 - EXHIBIT - May 13, 2014

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10-Q/A - 10-Q/A - MALIBU BOATS, INC.q310-qamendment.htm

Exhibit 3.5

FIRST AMENDMENT
TO
FIRST AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
MALIBU BOATS HOLDINGS, LLC

This First Amendment (the “Amendment”) to the First Amended and Restated Limited Liability Company Agreement of MALIBU BOATS HOLDINGS, LLC, a Delaware limited liability company (the “Company”), dated as of February 5, 2014 (the “LLC Agreement”), is made and entered into as of February 5, 2014, by Malibu Boats, Inc., a Delaware corporation and managing member of the Company (the “Managing Member”).

W I T N E S S E T H:

WHEREAS, Schedule A of the LLC Agreement sets forth the Members and their respective Units, Percentage Interests and Capital Contributions;

WHEREAS, the Managing Member desires to amend Schedule A of the LLC Agreement to reflect the number of Units owned by and the Percentage Interests and Capital Contributions of the Members after the closing of the initial public offering of the Managing Member; and

WHEREAS, this Amendment is executed in accordance with Section 2.2(b) of the LLC Agreement.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.    Amendment. Schedule A of the LLC Agreement shall be deleted in its entirety and replaced with Schedule A attached hereto.

2.    Amendment and Ratification. The LLC Agreement is hereby amended in accordance with the foregoing provisions of this Amendment. The LLC Agreement, as amended as provided herein, is hereby ratified and shall remain in full force and effect.

3.    Defined Terms. Capitalized terms used in this Amendment shall have the same meanings as in the LLC Agreement unless otherwise defined herein.

[Remainder of Page Intentionally Left Blank]

1


IN WITNESS WHEREOF, this Amendment is effective on the date first above written.


MANAGING MEMBER:

MALIBU BOATS, INC.


By: /s/ Wayne R. Wilson
Name: Wayne R. Wilson
Title: Chief Financial Officer


2


SCHEDULE A

SCHEDULE OF MEMBERS
Name and Address of Member
Number of Units
Percentage Interest
Capital Contributions
Malibu Boats, Inc.
7,642,996
34.077
%

$74,227,972.12

Black Canyon Direct Investment Fund L.P.
3,622,940
16.153
%
11,175,185.15

Malibu Holdco A, LLC
3,011,270
13.426
%
9,288,448.16

Horizon Holdings LLC
2,483,725
11.074
%
190,755.31

Merced OKR, LLC
1,142,767
5.095
%
2,707,399.62

Malibu Holdings, LP
778,196
3.470
%
1,819,024.19

Black Canyon Investments, L.P.
626,763
2.794
%
1,933,289.67

Springer, Jack
473,309
2.110
%
12,890.44

Canyon Value Realization Fund, L.P.
449,102
2.002
%
1,385,284.21

Malibu Holdco B, LLC
400,564
1.786
%
1,235,563.40

Loudon Partners LLC
360,221
1.606
%
927,998.75

Wilson, Wayne
224,707
1.002
%
12,890.42

Singer, Paul
188,189
0.839
%
484,812.21

Anderson, Ritchie
154,773
0.690
%
−

Gasper, Dan
116,512
0.519
%
229,879.02

Childres, Douglas
89,232
0.398
%
229,879.92

Gaines, Paul
79,471
0.354
%
183,903.76

McCall, Adam
66,893
0.298
%
−

Bennett, Barry
66,226
0.295
%
153,253.52

Farmer, Dan
39,735
0.177
%
91,950.72

Clothier, Steven
35,693
0.159
%
91,952.91

Banks, Robin
35,693
0.159
%
91,952.91

Verna, Heidi
35,693
0.159
%
91,952.91

Woods, Randy
32,317
0.144
%
83,254.76

Davenport, Scott
26,817
0.120
%
−

Little, Lynn
26,817
0.120
%
−

Bryant, David
26,490
0.118
%
61,300.48

Farmer, Lani
26,490
0.118
%
61,300.48

Kelley, Dennis
26,490
0.118
%
61,300.48

Livesay, Stephen
26,490
0.118
%
61,300.48

Smith, Mitch
26,490
0.118
%
61,300.48

Evans, Chris
23,795
0.106
%
61,300.37

Kent, Debbie
13,409
0.060
%
−

Ward, Greg
13,409
0.060
%
−

Dugger, Corey
13,409
0.060
%
−

True, Peggy
13,409
0.060
%
−

Ditchfield, Brad
8,065
0.036
%
−

   TOTAL
22,428,567
100.0
%

$107,017,296.85



Schedule A

MALIBU BOATS, INC. Reports