THIRD AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT OF BOIS D’ARC ENERGY, LLC
Exhibit 3.7
THIRD AMENDMENT TO
AMENDED AND RESTATED
OPERATING AGREEMENT
OF
BOIS D’ARC ENERGY, LLC
This Third Amendment to Amended and Restated Operating Agreement of Bois d’Arc Energy, LLC (this “Amendment”) is dated effective as of July 16, 2004. Capitalized terms used herein for which a definition is not provided herein shall have the same meanings as assigned to such terms in the Operating Agreement (as hereinbelow defined).
WHEREAS, effective July 16, 2004, an Amended and Restated Operating Agreement (the “Operating Agreement”) was executed for Bois d’Arc Energy, LLC (the “Company”);
WHEREAS, effective July 16, 2004, D. Xxxxxxx Xxxxxx executed multiple assignments (each, an “Assignment”) pursuant to which he assigned a portion of his 144 Class A Units and 721,714 Class B Units to the persons (each, an “Assignee”) identified on the signature page hereto as New Members;
WHEREAS, Section 15.1 of the Operating Agreement provides that as a condition to being admitted as a Member of the Company, a prospective Member must become a party to that certain Transfer Restriction Agreement attached to the Operating Agreement as Exhibit C thereof and incorporated by reference therein;
WHEREAS, Article 4 of the Transfer Restriction Agreement provides that the parties thereto have a purchase option upon the transfer by a Member of Class A Units or Class B Units; and
WHEREAS, the parties hereto desire to amend the Operating Agreement to reflect each Assignment and the admission of each Assignee as a new Member.
NOW, THEREFORE, it is agreed:
1. The entry for D. Xxxxxxx Xxxxxx on Schedule A of the Operating Agreement is hereby deleted and replaced with the entries listed on Schedule A attached hereto.
2. Each undersigned Member hereby consents to the admission of each Assignee to the Company as a Member.
3. Each undersigned Member has executed this Amendment to acknowledge the correctness and effectiveness of this Amendment, and each Assignee admitted as a Member hereby has executed this Amendment to acknowledge its understanding of the Operating Agreement and confirm as of the date hereof all representations required by a Member therein and to further acknowledge its agreement to be bound by all of the terms of the Operating Agreement as amended hereby.
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4. Each Assignee admitted as a Member hereby acknowledges its agreement to be bound by all of the terms of the Transfer Restriction Agreement.
5. Each undersigned Member hereby waives all purchase option or other rights it may have with respect to each Assignment pursuant to the Transfer Restriction Agreement and hereby approves of and ratifies each Assignment.
6. The parties hereto agree that this Amendment shall not dissolve the Company, and the business of the Company shall be deemed to have continued notwithstanding this Amendment and notwithstanding any contrary rights and privileges that may be contained in the Operating Agreement.
7. This instrument may be executed by the parties hereto individually or in combination, in one or more counterparts, each of which shall be an original and all of which shall together constitute one in the same instrument.
8. In all other respects the Operating Agreement is hereby ratified and confirmed.
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EXECUTED to be effective as of the date written above.
| EXISTING MEMBERS | ||||||||||
| XXXXXXXX OFFSHORE, LLC | ||||||||||
| By: | /s/ Xxxxxx X. Xxxxx | |||||||||
| Name: | Xxxxxx X. Xxxxx | |||||||||
| Title: | Senior Vice President | |||||||||
| Pursuant to the authority granted to the Chief Executive Officer in Section 19.8 of the Operating Agreement and Section 7.6 of the Transfer Restriction Agreement, the Chief Executive Officer has executed this Amendment on behalf of all other Members. | ||||||||||
| /s/ Xxxxx X. Xxxxxx | ||||||||||
| XXXXX X. XXXXXX | ||||||||||
| NEW MEMBERS | ||||||||||
| /s/ Xxxxx X. Xxxx | ||||||||||
| XXXXX X. XXXX | ||||||||||
| /s/ Xxxxx Xxxxx | ||||||||||
| XXXXX XXXXX | ||||||||||
| /s/ Xxxxx Xxxxxxxxxx | ||||||||||
| XXXXX XXXXXXXXXX | ||||||||||
| /s/ Xxxxxxx Xxxxxxx | ||||||||||
| XXXXXXX XXXXXXX | ||||||||||
| /s/ Xxxxxx Xxxxxxxx | ||||||||||
| XXXXXX XXXXXXXX | ||||||||||
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| /s/ Xxxxxx Xxxxx | ||||||||
| Xxxxxx Xxxxx | ||||||||
| /s/ Xxxx Xxxxx | ||||||||
| Xxxx Xxxxx | ||||||||
| /s/ Xxxx Xxxxxxx | ||||||||
| Xxxx Xxxxxxx | ||||||||
| /s/ X X Xxxxxxxx | ||||||||
| X X Xxxxxxxx | ||||||||
| /s/ Xxxxxx X. Xxx, Trustee | ||||||||
| Xxxxx Family Trust | ||||||||
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| Number | ||||||||
| Units | of Units | |||||||
Xxxx Xxxxx |
Class A | 10.3591 | ||||||
0 Xxxxxx Xxxx Xxxxx |
||||||||
Xxxxx Xxxx, XX 00000 |
Class B | 51,919 | ||||||
Xxxx Xxxxxxx |
Class A | 1.4472 | ||||||
0000 Xxxxxx |
||||||||
Xxxxxxx, XX 00000 |
Class B | 7,253 | ||||||
X X Xxxxxxxx |
Class A | 0.9952 | ||||||
00000 000xx Xxxxxx XX |
||||||||
Xxxxx Xxxx, XX 00000 |
Class B | 4,988 | ||||||
Xxxxx Family Trust |
Class A | 0.0400 | ||||||
000 Xxxxxx Xx., Xxxxx 0000 |
||||||||
Xxxxxxx, XX 00000 |
Class B | 200 | ||||||
Summary — Total Number of Units (this Amendment):
Class A Units:
|
144 | |||
Class B Units:
|
721,714 |
