LIMITED LIABILITY COMPANY AGREEMENT OF QUICKSILVER GAS SERVICES GP LLC A Delaware Limited Liability Company
Exhibit 3.4
A Delaware Limited Liability Company
This LIMITED LIABILITY COMPANY AGREEMENT OF QUICKSILVER GAS SERVICES GP LLC (this
“Agreement”), dated as of January 31, 2007, is adopted, executed, and agreed to by the sole
Member (as defined below).
1. Formation. Quicksilver Gas Services GP LLC (the “Company”) has been formed as a
Delaware limited liability company under and pursuant to the Delaware Limited Liability Company
Act, as amended from time to time (the “Act”). The Certificate of Formation (the
“Certificate”) has been filed on January 31, 2007 with the Secretary of State of the State
of Delaware.
2. Name. The name of the Company is, and the business of the Company shall be conducted under
the name of, “Quicksilver Gas Services GP LLC.”
3. Term. The Company commenced its existence on the effective date of the filing of the
Certificate. The Company shall continue until terminated pursuant to Section 12.
4. Registered Office. The registered office of the Company required by the Act to be
maintained in the State of Delaware shall be the office of the initial registered agent named in
the Certificate, or such other place as the Member may designate in the manner provided by law. The
registered agent for service of process at such address shall be the initial registered agent named
in the Certificate, or such other person as the Member may designate in the manner provided by law.
5. Purposes. The purposes of the Company are to carry on any lawful business, purpose, or
activity for which limited liability companies may be formed under the Act.
6. Sole Member. Quicksilver Gas Services Holdings LLC shall be the sole member of the Company
(the “Member”).
7. Contributions. The Member has made an initial contribution to the capital of the Company
in the amount of $1,000.00. Without creating any rights in favor of any third party, the Member
may, from time to time, make additional contributions of cash or property to the capital of the
Company, but shall have no obligation to do so. The initial percentage interests (“Percentage
Interests”) of the Member in the Company shall be 100%.
8. Distributions. The Member shall be entitled (a) to receive all distributions (including,
without limitation, liquidating distributions) made by the Company and (b) to enjoy all other
rights, benefits, and interests in the Company.
9. Management. The powers of the Company shall be exercised by or under the authority of, and
the business and affairs of the Company shall be managed under, a Board of Directors (the
“Board”) to be comprised of such number of directors (“Directors”) as shall be
determined by the Member. The Board shall possess all rights and powers which are possessed by
managers under the Act and otherwise by law, pursuant to Section 18-402 of the Act, subject to the
provisions of this Agreement. The Board may exercise all such powers of the Company and do all
such lawful acts and things as are not directed or required to be exercised or done by the Member
by the Act, the Certificate or this Agreement. The number of Directors shall initially be one; but
the number of Directors may be changed by the Member. The initial Director of the Company shall be
Xxxxxx X. Xxxx. Directors need not be residents of the State of Delaware or members of the Company.
The Board, in its discretion, may (i) elect a chairman of the Board who shall preside at any
meetings of the Board and (ii) appoint one or more officers with such power and authority as the
Board may designate.
10. Indemnification.
| a. | Neither the Member, any Director, nor any officer of the Company (each individually an “Indemnified Party” and collectively, the “Indemnified Parties”) shall be liable to the Company for any act or omission based upon errors of judgment or other fault in connection with the business or affairs of the Company if such Indemnified Party’s conduct shall not have constituted gross negligence or willful misconduct. | ||
| b. | To the fullest extent permitted by law, each Indemnified Party shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, settlements and other amounts (collectively, the “Losses”) arising from any and all claims (including attorneys’ fees and expenses, as such fees and expenses are incurred), demands, actions, suits or proceedings (civil, criminal, administrative or investigative), in which such Indemnified Party may be involved, as a party or otherwise, by reason of the management of the affairs of the Company, whether or not such Indemnified Party continued to be a Member, Director or officer, as the case may be, or involved in management of the affairs of the Company at the time any such liability or expense is paid or incurred; provided that the Indemnified Party shall not be entitled to the foregoing indemnification if a court of competent jurisdiction shall have determined that such Losses resulted primarily from the gross negligence or willful misconduct of the Indemnified Party. The termination of a proceeding by judgment, order, settlement or conviction under a plea of nolo contendere, or its equivalent, shall not, of itself, create any presumption that such Losses resulted primarily from the gross negligence or willful misconduct of the Indemnified Party or that the conduct giving rise to such liability was not in the best interest of the Company. The Company shall also indemnify the Indemnified Party if the Indemnified Party is or was a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnified Party is or was an agent of the Company, or any affiliate of the Company at the request of the Company, against any Losses incurred by the Indemnified Party in connection with the defense or |
2
| settlement of such action; provided that the Indemnified Party shall not be entitled to the foregoing indemnification if a court of competent jurisdiction shall have determined that any such Losses resulted from the gross negligence or willful misconduct of the Indemnified Party. The Company may advance the Indemnified Party any expenses (including, without limitation, attorneys’ fees and expenses) incurred as a result of any demand, action, suit or proceeding referred to in this paragraph (b) provided that (i) the legal action relates to the performance of duties or services by the Indemnified Party on behalf of the Company or any affiliate of the Company at the request of the Company; and (ii) the Indemnified Party provides a written undertaking to repay to the Company the amounts of such advances in the event that the Indemnified Party is determined to be not entitled to indemnification hereunder. |
| c. | The indemnification provided pursuant to this Section 10 shall not be deemed to be exclusive of any other rights to which the Indemnified Party may be entitled under any agreement, as a matter of law, in equity or otherwise, and shall inure to the benefit of the successors, assigns and administrators of the Indemnified Parties. | ||
| d. | Any indemnification pursuant to this Section 10 shall be payable only from the assets of the Company. |
11. Limitation of Liability. The Member shall not be personally liable for any debts,
liabilities or obligations of the Company, except for (i) such Member’s liability to make the
capital contributions required in this Agreement, and (ii) the amount of any distributions made to
such Member that must be returned to the Company pursuant to the terms hereof or the Act. No
Director, by reason of his or her acting as a Director of the Company, shall be obligated
personally for any debts, obligations or liabilities of the Company.
12. Dissolution. The Company shall dissolve and its affairs shall be wound up at such time,
if any, as the Member may elect. No other event (including, without limitation, an event described
in Section 18-801(a)(4) or (5) of the Act) will cause the Company to dissolve.
13. Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF DELAWARE (EXCLUDING ITS CONFLICT-OF-LAWS RULES).
14. Subject to All Laws. The provisions of this Agreement shall be subject to all valid and
applicable laws, including, without limitation, the Act, as now or hereafter amended, and in the
event that any of the provisions of this Agreement are found to be inconsistent with or contrary to
any such valid laws, the latter shall be deemed to control and this Agreement shall be deemed
modified accordingly, and, as so modified, to continue in full force and effect.
15. Amendment. This Agreement shall not be amended or modified except by an instrument in
writing signed by or on behalf of the Member.
[Signature Page to Follow]
3
IN WITNESS WHEREOF, the undersigned, being the sole member of the Company, has caused this
Agreement to be duly executed as of the day and year first above written.
| QUICKSILVER GAS SERVICES HOLDINGS LLC, a Delaware limited liability company |
||||
| /s/ Xxxxxx X. Xxxx | ||||
| Xxxxxx X. Xxxx | ||||
| Senior Vice President & Chief Financial Officer | ||||
4
