1
EXHIBIT 99.3
AMENDED AND RESTATED
OPERATING AGREEMENT
OF
XXXXX NATIONAL LLC
* * * * *
This Amended and Restated Operating Agreement is made as of September ____,
2001, by the undersigned member pursuant to and in accordance with the Delaware
Limited Liability Company Act (the "Act").
1. Formation; Name. The limited liability company (the "Company") was formed
on September 5, 2001 upon the filing of the certificate of limited
liability company in the office of the Secretary of State of the State of
Delaware in accordance with the Act. The name of the Company is "Xxxxx
National LLC" and all business shall be conducted under that name.
2. Purpose. The purpose for which the Company has been formed is to engage in
any lawful act or activity which the member may from time to time
determine.
3. Registered Office. The registered office of the Company in the State of
Delaware is located at 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx,
Xxxxxxxx 00000.
4. Registered Agent. The name and address of the registered agent of the
Company for service of process on the Company in the State of Delaware are
Corporation Service Company, 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx,
Xxxxxxxx 00000.
5. Admission. Upon execution and delivery of this Operating Agreement, XXXXX
PETROLEUM COMPANY, A MISSISSIPPI CORPORATION, was admitted as the sole
member of the Company. Subsequent thereto, Xxxxx Petroleum Company
transferred its entire membership interest to Xxxxxx Partners, which
thereupon became the sole member. Subsequent thereto, Xxxxxx Partners
transferred its entire membership interest to NEG Holding LLC, which
thereupon became the sole member. Subsequent thereto, on September _____,
2001, NEG Holding LLC transferred its entire membership interest to NEG
Operating LLC which thereupon became the sole member. Upon the last of such
transfers, the sole member determined to amend and restate this Operating
Agreement in the manner set forth herein. The member shall not be required
to make any capital contribution to the Company but may make capital
contributions from time to time.
6. Resignation of Member. The member may resign from the Company at any time.
7. Assignment of Interest. The member may assign all or any portion of its
membership interest in the Company to any person ("Assignee"). Each
Assignee shall become a member of the Company upon the approval of the
member.
2
8. Title to Property. Title to any property (whether real, personal or mixed)
owned by or leased to the Company shall be held in the name of the Company,
or in the name of any nominee the member may in its discretion designate.
9. Members. There shall be a managing member ("Managing Member") of the
Company which Managing Member shall have the powers and duties equivalent
to the duties of a corporate board of directors.
10. Profits and Losses. All profits and losses of the Company shall be
allocated to the member. The member shall not be liable for any debts or
losses of the Company beyond the aggregate amount of its capital
contribution, except as otherwise required by law.
11. Distributions. At such times as determined by the member taking into
account, among other things, the member's obligation to the extent same
exists, to make distributions to its members under its operating agreement,
the member shall cause the Company to distribute to the member any cash or
property held by it which is neither reasonably necessary for the operation
of the Company nor in violation of the Act. The member shall be liable to
the Company for distributions made pursuant to this Section 11 only to the
extent now or hereafter provided by the Act.
12. Dissolution. The Company shall dissolve, and its affairs shall be wound up,
upon the occurrence of an event of dissolution of the Company under the
Act.
13. Amendment. This Operating Agreement may be amended only in writing.
14. Application of Delaware Law. This Operating Agreement, and the application
of interpretation hereof, shall be governed exclusively by its terms and by
the laws of the State of Delaware, and specifically the Act.
15. Taxable Year. The taxable year of the Company shall be the calendar year.
16. No Third Party Beneficiaries. No person, other than the member, shall have
any rights hereunder.
17. Headings. The headings in this Operating Agreement are inserted for
convenience only and are in no way intended to describe, interpret, define
or limit the scope, extent or intent of this Operating Agreement or any
provision hereof.
18. Other Matter. Xxxxxx Partners, for itself and not as Managing Member of NEG
Holding LLC, hereby agrees to be personally liable for the debt,
obligations and liabilities of the Company to the extent that same are
attributable to any oil or gas property owned by the Company and were
incurred during the period that all of the following conditions existed:
(i) NEG Operating LLC was the Managing Member of the Company, (ii) NEG
Holding LLC was the Managing Member of NEG Operating LLC, and (iii) Xxxxxx
Partners was the Managing Member of NEG Holding LLC.
2
3
IN WITNESS WHEREOF, the undersigned has caused the execution of this
Operating Agreement of Xxxxx National LLC, as of September ____, 2001.
NEG OPERATING LLC, Sole Member
By: NEG Holding LLC, Sole Member
By: Xxxxxx Partners, Managing Member
By: Astral Gas Corp., General Partner
With respect only to Paragraph 18 hereof,
Xxxxxx Partners
By: Astral Gas Corp. and Cigas Corp.,
General Partners
By:
--------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
[Signature Page of Xxxxx National LLC, Operating Agreement
dated as of September 5, 2001]
3
