EXHIBIT 3.3
FIRST AMENDMENT TO
AMENDED AND RESTATED
OPERATING AGREEMENT
OF
BOIS D'ARC ENERGY, LLC
This First Amendment to Amended and Restated Operating Agreement of
Bois d'Arc Energy, LLC (this "Amendment") is dated as of September 29, 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, Section 17.7 of the Operating Agreement provides that certain
actions shall be taken if the Company does not consummate a Financing
Transaction by December 1, 2004 (or such later date as shall be determined by a
unanimous vote of the Board of Managers); and
WHEREAS, the parties hereto desire to amend the date referenced in
Section 17.7.
NOW, THEREFORE, it is agreed:
1. Section 17.7 of the Operating Agreement is hereby amended by
deleting the reference to "December 1, 2004" and replacing it with "February 28,
2005".
2. Except as provided herein, the Operating Agreement shall remain
unmodified and in full force and effect.
3. 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.
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EXECUTED to be effective as of the date written above.
MEMBERS
XXXXXXXX OFFSHORE, LLC
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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Title: Sr Vice President
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Pursuant to the authority granted to the
Chief Executive Officer in Section 19.8 of
the Operating Agreement, the Chief
Executive Officer has executed this
Amendment on behalf of all other Members.
/s/ Xxxxx X. Xxxxxx
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XXXXX X. XXXXXX
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