LIMITED LIABILITY COMPANY AGREEMENT OF ENERGY XXI PIPELINE II, LLC
Exhibit 3.14
LIMITED LIABILITY COMPANY AGREEMENT
OF
ENERGY XXI PIPELINE II, LLC
This Limited Liability Company Agreement (this “Agreement”) of ENERGY XXI PIPELINE II, LLC is entered into this 29th day of November, 2011 by the sole member, Energy XXI GOM, LLC (the “Member”) pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.) as amended from time to time (the “Act”).
2. Certificate of Conversion. The Member filed the Certificate of Formation with the Secretary of State of the State of Delaware on November 29, 2011.
4. Powers. The Company shall have the power to do arty and all acts reasonably necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose and business described herein and for the protection and benefit of the Company, and shall have, without limitation, any and all of the powers that may be exercised on behalf of the Company by the Board of Managers pursuant to this Agreement, including Section 18. The Board of Managers shall cause all filings as it believes necessary or as are required by applicable law to give effect to the provisions of this Agreement to be made and to cause the Company to be treated as a limited liability company under the laws of State of Delaware.
6. Registered Office. The address of the registered office of the Company in the State of Delaware is:
Corporation Service Company
0000 Xxxxxxxxxxx Xx #000
Xxxxxxxxxx, XX 00000
7. 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 Xx #000
Xxxxxxxxxx, XX 00000
Except as otherwise provided in the Regulations, a transferee of all of a portion of the Member’s Units shall succeed to the capital account of the transferor to the extent allocable to the transferred Units.
16. Allocations; Tax Allocations and Elections.
a. In accordance with Section 18-402 of the Act, management of the Company shall be vested in the board of managers of the Company (the “Board of Managers” and each separately a “Manager”). Managers do not have to hold Units in the Company as Members of the Company in order to serve as a Manager. The Board of Managers shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by managers of a limited liability company under the laws of the State of Delaware and including all things necessary to carry out the terms and provisions of this Agreement. The Board of Managers has the .authority to bind the Company. Unless otherwise consented to by at least a majority of the Board of Managers, the Board of Managers shall hold regular meetings not less frequently than once every fiscal quarter at a time and place fixed by the Board of Managers. Direct travel expenses in connection with Board functions will be paid by the Company.
b. The Board of Managers shall consist of at least two (2) Managers, to be appointed by the Member.
c. Managers may withdraw at any time. Managers may be removed at any time for any reason or no reason and shall promptly be replaced by the consent of a majority of the remaining Managers.
d. Unless otherwise expressly provided herein, consent of the Board of Managers for purposes of this Agreement may be obtained by the unanimous written consent of the Managers.
e. Unless otherwise expressly provided herein, consent of the Member for purposes of this Agreement may be obtained by written consent of the Member.
19. Officers. The Board of Managers shall designate in writing from time to time the following officers of the Company: President, Secretary and Treasurer and may, as it deems advisable, appoint other officers of the Company and assign in writing titles to any such person (collectively the “Officers”). Each Officer will have the authority to execute agreements on behalf of the Company with respect to those documents which are commonly signed by such officers of a business corporation formed under the Delaware General Law.
Unless the Board of Managers decides otherwise, if the title assigned to an Officer is one commonly used for officers of a business corporation formed under the Delaware General Company Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 19 may be revoked at any time by the Board of Managers.
24. Dissolution and Winding Up.
(i) Upon dissolution of the Company, the Board of Managers or, if one is appointed, an authorized liquidating trustee shall wind up the Company’s affairs. Upon termination and dissolution of the Company and liquidation of its assets, the Board of Managers or liquidating trustee. as the case may be, shall apply the Company’s assets to the payment of all liabilities owing to creditors in accordance with the applicable law. The Board of Managers or liquidating trustee, as the case may be, shall set up such reserves as it deems reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company. Said reserves may be paid by the Board of Managers or liquidating trustee, as the case may be, upon dissolution to a bank or trust company to be held in escrow for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period or occurrence of such events as the Board of Managers or liquidating trustee, as the case may be, may in establishing such reserves deem advisable, such reserves shall be distributed to the Member or its assigns in the manner set forth in this Section 24.b.
(ii) After paying liabilities and providing for reserves in accordance with subparagraph (i) of this Section 24.b, the Board of Managers or liquidating trustee, as the case may be, shall make a final allocation of all items comprising Net Income and Net Loss to the Member’s Capital Account in accordance with Section 15. The remaining assets of the Company shall then be distributed to the Member.
“Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:
(i) the Gross Asset Value of any asset contributed by the Member to the Company is the gross fair market value of such asset as determined at the time of contribution;
(ii) the Gross Asset Value of all Company assets shall be adjusted to equal their respective gross fair market values, as determined by a majority of the Board of Managers; and
(iii) The Gross Asset Value of any Company asset distributed to the Member shall be adjusted to equal the gross fair market value of such asset on the date of distribution as determined by a majority of the Board of Managers.
“Net Income” and “Net Loss” means, for each fiscal year or other period, an amount equal to the Company’s taxable income or loss for such fiscal year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss) with the following adjustments:
(i) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Net Income or Net Loss pursuant to this paragraph shall be added to such income or loss;
(ii) Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-(1)(b)(2)(iv)(i), and not otherwise taken into account in computing Net Income or Net Loss pursuant to this paragraph, shall be subtracted from such taxable income or loss;
(iii) In the event the Gross Asset Value of any Company asset is adjusted pursuant to subdivisions (ii) or (iii) of the definition of “Gross Asset Value” herein, the amount of such adjustment. shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Net Income or Net Loss;
(iv) Gain or loss resulting from any disposition of Company property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value;
(v) In lieu of depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such fiscal year, computed in accordance with the definition of “Depreciation”; and
“Units” means the Units of the Company.
“Regulations” means the Income Tax Regulations promulgated under the Code, as amended from time to time.
30. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles thereof), and all rights and remedies shall be governed by such laws.
MEMBER: | ||
ENERGY XXI GOM, LLC | ||
By: | /s/ Xxx Xxxxxxxx | |
Xxx Xxxxxxxx, President |