AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ENSOURCE RESERVES MANAGEMENT LLC
Exhibit 3.7
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
LIMITED LIABILITY COMPANY AGREEMENT
OF
ENSOURCE RESERVES MANAGEMENT LLC
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Ensource
Reserves Management LLC, a Delaware limited liability company (the “Company”), dated as of May___,
2006, is adopted, executed and agreed to, for good and valuable consideration, by the Member. This
Agreement amends and restates, in its entirety, that certain Limited Liability Company Agreement of
the Company, dated as of ___, 2005, for the purpose of changing the Company from a
manager-managed entity to a member-managed entity.
WHEREAS, the Board of Managers of the Company, at a meeting held on May ___, 2006, resolved
that the board of governance of the Company be amended so that the Company will be managed by its
Member;
NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained
herein, and intending to be legally bound hereby, the Member hereby agree as follows:
1. Defined Terms. Unless the context requires otherwise, the defined terms used in
this Agreement shall have the following meanings:
“LLCL” shall mean the Delaware Limited Liability Company Act, as the same may be
amended from time to time.
“Membership Interest” shall mean the Member’s aggregate rights in the Company
including, without limitation, the Member’s share of the profits and losses of the Company, the
right to receive distributions from the Company and the right to vote or participate in management
of the Company.
2. Character of Business. The Company was formed for the purpose of engaging in any
lawful business, except any business in Delaware for which a statute other than the LLCL
specifically requires some other business entity or natural person to be formed or used for such
business.
3. Principal Place of Business. The principal place of business of the Company shall
be at 0000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000.
4. Fiscal Year. The Company’s fiscal year shall be the calendar year.
5. Management of the Company. The business and affairs of the Company shall be
managed by the Member.
6. Capital Contributions. Upon execution of this Agreement, the Member shall
contribute cash or property to the Company in the amount set forth as the initial Capital
Contribution on Exhibit A.
7. Limited Liability of the Member. The liability of the Member shall be limited to
its capital contributions and the Member shall not be liable for any debt, obligation or liability
of the Company.
8. Cash Distributions. The Company may distribute, at such times as determined by the
Member, such cash funds as are not necessary for the conduct of the Company’s business.
9. Binding Effect. This Agreement shall be binding upon the Member’s heirs, personal
representatives, successors and assigns.
10. Applicable Law. This Agreement shall be construed in accordance with and governed
by the laws of the State of Delaware without giving effect to its conflict of laws or choice of law
provisions.
11. Nature of Interest of Member. The interest of the Member in the Company is
personal property. The Member has no interest in specific property of the Company.
12. Creditors. None of the provisions of this Agreement shall be for the benefit of
or enforceable by any creditors of the Company.
13. Effective Date. This Agreement shall be effective upon the formation of the
Company which shall be the date the certificate of formation is filed with the Secretary of State
of the State of Delaware.
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IN WITNESS WHEREOF, the Member has executed this Agreement effective as of the date first
above written.
| SOLE MEMBER: | ||||
| ENSOURCE ENERGY LLC | ||||
| By: | ||||
| Xxxxx X. Xxxxx, President | ||||
EXHIBIT A
Original Capital Contributions; Membership Interests
| Capital | Membership | Number | ||||
| Member | Contribution | Interest | of Units | |||
Ensource Energy LLC |
$1,000 | 100% | 1,000 |
