Limited Liability Company Agreement Of JS Acquisition LLC
Exhibit
3.12
Of
JS Acquisition LLC
This Limited Liability Company Agreement (this “Agreement”) of JS Acquisition LLC is entered
into by Basic Energy Services, L.P. (the “Member”) as of January 5, 2007. In consideration of the
covenants, conditions and agreements contained herein, the Member, who upon the date hereof is the
sole Member, hereby determines as follows:
ARTICLE I
ORGANIZATION OF THE COMPANY
ORGANIZATION OF THE COMPANY
1. Formation.
JS Acquisition LLC (the “Company”) is a limited liability company organized under the
provisions of the Delaware Limited Liability Company Act, as amended from time to time (the “Act”).
The Certificate of Formation (the “Certificate”) was filed on January 4, 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 “JS Acquisition LLC”.
3. Term.
The Company commenced its existence on the effective date of the filing of the Certificate and
shall continue in existence until it is dissolved and terminated by the affirmative action of the
Members (hereinafter, “Members” refers to the initial Member, and any additional members, if any,
admitted to the Company in accordance with the provisions of this Agreement).
4. 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 Members 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 Members may designate in the manner provided by law.
5. Purposes and Permitted Activities.
The purposes of the Company are to engage in any business or activity that is not forbidden by
the law of the jurisdiction in which the Company engages in that business or activity.
6. Members.
The name and mailing address of the initial Member are:
Basic Energy Services, L.P.
000 Xxxx Xxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
000 Xxxx Xxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
7. Membership Interests.
(a) The membership interests of the Company shall be represented by, and issued in, unit
increments (each, a “Unit” and collectively, the “Units”). The Company is hereby authorized to
issue only the total number of Units issuable to a Member. No additional Units may be issued
without the approval of a majority of the Members of the Company.
(b) Ownership of Units may be evidenced by certificates if the Members shall approve. Any
certificate issued to a member need not bear a seal of the Company but shall be signed by a Member
or an officer of the Company, certifying the number of Units represented by such certificate. The
books reflecting the issuance of any certificates shall be kept by a Member or an officer of the
Company. The certificates shall be consecutively numbered and shall be entered in the books of the
Company as they are issued and shall exhibit the holder’s name and number of Units. A Member or an
officer of the Company may determine the conditions upon which a new certificate may be issued in
place of a certificate which is alleged to have been lost, stolen or destroyed and may, in his
discretion, require the owner of such certificate or its legal representative to give bond, with
sufficient surety, to indemnify the Company and any transfer agent and registrar against any and
all loss or claims which may arise by reason of the issuance of a new certificate in the place of
the one lost, stolen, or destroyed. Each certificate shall bear a legend on the reverse side
thereof substantially in the following form:
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND MAY NOT BE OFFERED OR SOLD, UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR
UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, IN SUCH CASE, AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY SHALL HAVE BEEN DELIVERED TO THE COMPANY TO THE EFFECT THAT
SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT). THIS SECURITY IS
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE LIMITED LIABILITY COMPANY AGREEMENT OF THE
COMPANY, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.
8. Management.
8.1 Management by Members. The Company will be managed by the Members. The conduct of the
Company’s business and the management of its affairs will be exercised and conducted solely by the
Members in accordance with this Agreement. The Members
have the exclusive right to act for the Company. The Members may act for and on behalf of the
Company
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and execute all agreements on behalf of the Company and otherwise bind the Company as to third
parties.
8.2 Meetings of the Members.
(a) Place of Meetings. All meetings of the Members shall be held at the principal office of
the Company, or at such other place within or without the State of Delaware as shall be specified
or fixed in the notices (or waivers of notice) thereof.
(b) Quorum; Required Vote for Member Action; Adjournment of Meetings.
(i) Except as expressly provided otherwise by this Agreement, a majority, present
in person or represented by proxy, shall constitute a quorum at any such meeting
for the transaction of business, and the affirmative vote of the holders of a
majority of the Units so present or represented at such meeting at which a quorum
is present and entitled to vote thereat shall constitute the act of the Members.
The Members present at a duly organized meeting may continue to transact business
until adjournment, notwithstanding the withdrawal of sufficient Members to destroy
the quorum.
(ii) Notwithstanding any other provision in this Agreement to the contrary, the
chairman of the meeting of Members or holders of a majority of the Units, present
in person or represented by proxy and entitled to vote thereat, whether or not a
quorum is present, shall have the power to adjourn such meeting from time to time,
without any notice other than announcement at the meeting of the time and place of
the holding of the adjourned meeting. If the adjournment is for more than thirty
days, or if subsequent to the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each Member
of record entitled to vote at such meeting. At such adjourned meeting at which a
quorum shall be present or represented by proxy, any business may be transacted
which might have been transacted at the meeting as originally called.
(c) Annual
Meetings. An annual meeting of the Members for the transaction of such business as
may properly be considered at the meeting, shall be held at such place, within or without the State
of Delaware, on such date, and at such time as the Members shall determine, which date shall be
within thirteen (13) months subsequent to the later of the date of formation of the Company or the
most recent annual meeting of Members. If the Members have not fixed a place for the holding of
the annual meeting of Members in accordance with this Section 8.2, such annual meeting shall be
held at the principal place of business of the Company.
(d) Special Meetings.
(i) Special meetings of the Members for any proper purpose or purposes may be
called at any time by the holder(s) of at least 10% of the Units entitled to vote
at the proposed special meeting.
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(ii) If not otherwise stated in or fixed in accordance with the remaining
provisions hereof, the record date for determining Members entitled to call a
special meeting shall be the date any Member first signs the notice of that
meeting. Only business within the proper purpose or purposes described in the
notice (or waiver thereof) required by this Agreement may be conducted at a special
meeting of the Members.
8.3 Provisions Applicable to All Meetings. In connection with any meeting of the Members, the
following provisions shall apply:
(a) Place of Meeting. Any such meeting shall be held at the principal place of business of
the Company, unless the notice of such meeting specifies a different place, which need not be in
the State of Delaware.
(b) Waiver of Notice Through Attendance. Attendance of a person at such meeting (including
pursuant to Section 8.3(e)) shall constitute a waiver of notice of such meeting, except where such
person attends the meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.
(c) Proxies. A person may vote at such meeting by a written proxy executed by that person and
delivered to another Member. A proxy shall be revocable unless it is stated to be irrevocable.
(d) Action by Written Consent. Any action required or permitted to be taken at such a meeting
may be taken without a meeting and without a vote, if a consent or consents in writing, setting
forth the action so taken, are signed by the Members having not fewer than the minimum number of
votes that would be necessary to take the action at a meeting at which all the Members entitled to
vote on the action were present and voted.
(e) Meetings by Telephone. The Members may participate in and hold meetings by means of
conference telephone, video conference or similar communications equipment by means of which all
persons participating in the meeting can hear each other.
8.4 Officers.
(a) Generally. The Members may appoint certain agents of the Company, as set forth below in
this Section 8.4, to be referred to as “Officers” of the Company. Unless otherwise provided by
resolution of the Members, the Officers shall have the titles, power, authority and duties
described below in this Section 8.4.
(b) Number, Titles and Term of Office. The Members may elect and appoint a Chief Executive
Officer, a President, one or more Vice Presidents (any one or more of whom may be designated
Executive Vice President or Senior Vice President), a Treasurer, a Secretary and such other
officers as the Members may from time to time determine. Each officer shall hold office until his
successor shall be duly elected and shall qualify or until his death or until he shall resign or
shall have been removed in the manner hereinafter
provided. Any number of offices may be held by the same person. No officer need be a Member.
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(c) Salaries. The salaries or other compensation, if any, of the Officers shall be fixed from time
to time by the Members.
(d) Removal. Any Officer elected or appointed by the Members may, subject to any contractual
obligations of the Company with respect to such officer, be removed, either with or without cause,
by the vote of a majority of the Members at any regular meeting, or at a special meeting called for
such purpose, provided the notice for such meeting shall specify that such proposed removal will be
considered at the meeting; provided, however, that such removal shall be without prejudice to the
contractual rights, if any, of the person so removed. Election or appointment of an Officer shall
not of itself create contractual rights.
(e) Vacancies. Any vacancy occurring in any office of the Company may be filled by the
Members.
(f) Powers and Duties of the President. Subject to the control of the Members and the other
terms of this Agreement, the President shall have general executive charge, management and control
of the properties, business and operations of the Company with all such powers as may be reasonably
incident to such responsibilities; subject to Section 8.1, he may agree upon and execute all
leases, contracts, evidences of indebtedness and other obligations in the name of the Company and
may sign all certificates for Units of the Company; and he shall have such other powers and duties
as may be assigned to him from time to time by the Members.
(g) Vice Presidents. Each Vice President shall perform such duties and have such powers as
the Members may from time to time prescribe. In addition, in the absence of the President, or in
the event of his inability or refusal to act, a Vice President designated by the Members or, in the
absence of such designation, the Vice President who is present and who is senior in terms of time
as a Vice President of the Company, shall perform the duties of the President and when so acting
shall have all the powers of and be subject to all the restrictions upon the President.
(h) Treasurer. The Treasurer (if any) shall have responsibility for the custody and control
of all the funds and securities of the Company, and he shall have such other powers and duties as
may be prescribed from time to time by the Members. He shall perform all acts incident to the
position of Treasurer, subject to the control of the chief executive officer and the Members; the
Treasurer shall, if required by the Members, give such bond for the faithful discharge of his
duties in such form as the Members may require.
(i) Assistant Treasurers. Each Assistant Treasurer (if any) shall have the usual powers and
duties pertaining to his office, together with such other powers and duties as may be prescribed
from time to time by the Treasurer, the chief executive officer or the
Members. The Assistant Treasurers shall exercise the powers of the Treasurer during the
Treasurer’s absence or inability or refusal to act.
(j) Secretary. The Secretary (if any) shall keep the minutes of all meetings of the Members
in books provided for such purpose; he shall attend to the giving and serving of all notices; he
may in the name of the Company affix the seal (if any) of the Company to all
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contracts of the Company and attest thereto; he may sign with the other appointed Officers all
certificates for Units; he shall have charge of the certificate books, Unit transfer books and Unit
ledgers, and such other books and papers as the Members may direct, all of which shall at all
reasonable times be open to inspection by any Member upon application at the office of the Company
during business hours; he shall have such other powers and duties as may be prescribed from time to
time by the Members; and he shall in general perform all acts incident to the office of Secretary,
subject to the control of the chief executive officer and the Members.
(k) Assistant Secretaries. Each Assistant Secretary (if any) shall have the usual powers and
duties pertaining to his office, together with such other powers and duties as may be prescribed
from time to time by the chief executive officer, the Members or the Secretary. The Assistant
Secretaries may sign with the other appointed Officers all certificates for Units and shall
exercise the powers of the Secretary during the Secretary’s absence or inability or refusal to act.
(l) Action with Respect to Securities of Other Companies. Unless otherwise determined by the
Members, the President shall have the power to vote and to otherwise act on behalf of the Company,
in person or by proxy, at any meeting of security holders of any other company, or with respect to
any action of security holders thereof, in which the Company may hold securities and otherwise to
exercise any and all rights and powers which the Company may possess by reason of its ownership of
securities in such other company.
9. Capital Contribution.
The Members have contributed to the Company the assets described on Exhibit A attached hereto.
10. Additional Contributions; Capital Accounts; No Negative Capital Account Makeup.
The Members are not required to make any additional capital contributions to the Company. A
capital account (“Capital Account”) shall be established and maintained for each Member in
accordance with Treasury Regulation Section 1.704-1(b) et. seq., as such regulations may be amended
and in effect from time to time and any corresponding provisions of succeeding regulations. No
Member shall have any obligation to restore any negative balance in any Capital Account maintained
for such Member in accordance with applicable law and regulations promulgated under or in
connection with the Internal Revenue Code of 1986, as amended (“Code”), upon liquidation or
dissolution of the Company.
11. Allocation of Profits and Losses.
(a) Except as set forth in Section 11(b), for purposes of maintaining Capital Accounts and in
determining the rights of the Members among themselves, the Company’s items of income, gain, loss
and deduction shall be allocated and charged to the Members in accordance with their respective
contributions to capital.
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(b) The following special allocations shall be made prior to making any allocations provided for in
Section 11(a) above:
(i) Qualified Income Offset. Except as provided in Section 11(b)(ii) hereof, in the event
any member receives any adjustments, allocations or distributions described in Treasury
Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or
1.704-(b)(2)(ii)(d)(6), items of Company income and gain shall be specifically allocated to
such Member in an amount and manner sufficient to eliminate, to the extent required by
Treasury Regulations Sections 1.704-1(b), 1.704-2 and 1.704-3, as such regulations may be
amended and in effect from time to time (the “Allocation Regulations”), the deficit
balance, if any, in such Member’s Adjusted Capital Account (the Member’s Capital Account as
adjusted pursuant to Section 1.704-1(b)(2)(ii)(d) of the Allocations Regulations) created
by such adjustments, allocations or distributions as quickly as possible.
(ii) Nonrecourse Debt Allocations. Notwithstanding any other provision of this Section 11,
each Member shall be allocated items of Company income and gain in each fiscal year as
necessary, in the Members’ discretion, to comply with the Allocation Regulations relating
to nonrecourse debt.
(iii) Gross Income Allocations. In the event any Member has a deficit balance in such
Member’s Adjusted Capital Account at the end of any Company taxable period, such Member
shall be specially allocated items of Company gross income and gain in the amount of such
excess as quickly as possible; provided, that an allocation pursuant to this Section
11(b)(iii) shall be made only if and to the extent that such Member would have a deficit
balance in such Member’s Adjusted Capital Account after all other allocations provided in
this Section 11 have been tentatively made as if this Section 11(b)(iii) were not in the
Agreement.
(iv) Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of
any Company asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to
the Allocation Regulations, to be taken into account in determining Capital Accounts, the
amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if
the adjustment increases the basis of the asset) or loss (if the adjustment decreases such
basis), and such item of gain or loss shall be specially allocated to the Members in a
manner consistent with the manner in which their Capital Accounts are required to be
adjusted pursuant to the Allocation Regulations.
(v) Curative Allocation. The special allocations set forth in Section 11(b)(i), (ii), and
(iii) (the “Regulatory Allocations”) are intended to comply with the Allocation
Regulations. Notwithstanding any other provisions of this Section 11, the Regulatory
Allocations shall be taken into account in allocating items of income, gain, loss and
deduction among the Members such that, to the extent possible, the net amount of
allocations of such items and the Regulatory Allocations to each Member shall be equal to
the net amount that would have been allocated to each Member if the Regulatory Allocations
had not occurred.
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(c) For federal income tax purposes, except as otherwise required by the Code, the Allocation
Regulations or the following sentence, each item of Company income, gain, loss, deduction and
credit shall be allocated among the Members in the same manner as corresponding items are allocated
pursuant to Sections 11(a) and (b). Notwithstanding any provisions contained herein to the
contrary, solely for federal income tax purposes, items of income, depreciation, gain or loss with
respect to property contributed or deemed contributed to the Company by a Member shall be allocated
so as to take into account the variation between the Company’s tax basis in such contributed
property and its fair market value at the time of contribution or adjustment under the Allocation
Regulations.
12. Distributions; Tax Matters Partner.
Distributions shall be made to the Members of the Company in proportion to the capital
contributed by them at the times and in the aggregate amounts determined by the Members. Basic
Energy Services, L.P. is hereby designated as the tax matters partner (as defined in the Code) on
behalf of the Company.
13. UCC Election.
The Company hereby irrevocably elects that all membership interests (or limited liability
company interests or Units) of the Company shall be securities governed by Article 8 of the Uniform
Commercial Code. Any certificate for Units shall bear the following legend: “This certificate
evidences an interest in JS Acquisition LLC and shall be a security for purposes of Article 8 of
the Uniform Commercial Code.”
14. Indemnification.
(a) The Members and officers of the Company (collectively with any officers or directors of
any entities merged with or into the Company after the date hereof (the “Special Indemnitee”) the
“Indemnitees”) shall not 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 REGARDLESS OF THE
SOLE, JOINT OR CONCURRENT NEGLIGENCE, BREACH OF CONTRACT, STRICT LIABILITY OR OTHER FAULT OR
RESPONSIBILITY OF THE INDEMNITEES OR OTHER PERSON, EXCEPT TO THE EXTENT SUCH Indemnitee’s conduct
shall have constituted gross negligence or willful misconduct.
(b) To the fullest extent permitted by the Act (or, with respect to a Special Indemnitee of
any Delaware corporation merged with or into the Company after the date hereof, the General
Corporation Law of the State of Delaware), as it may be amended and supplemented from time to time
(but only to the extent any such amendment or supplement permits the Company to provide broader
indemnification rights than those permitted prior to such amendment or supplement), the Indemnitee
shall be indemnified, defended and held harmless by the Company from and against any and all
losses, claims, damages, settlements and other amounts (including attorneys’ fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid in settlement) (collectively, “Losses”)
arising from any and all claims (including attorneys’ fees and
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expenses, as such fees and expenses are incurred), demands, actions, suits or proceedings (civil,
criminal, administrative or investigative), in which the Indemnitees may be involved, as a party or
otherwise, by reason of the management of the affairs of the Company, whether or not the Indemnitee
continued to be an Indemnitee or involved in management of the affairs of the Company at the time
any such liability or expense is paid or incurred, REGARDLESS OF THE SOLE, JOINT OR CONCURRENT
NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT OR OTHER FAULT OR RESPONSIBILITY OF THE
INDEMNITEES OR OTHER PERSON; provided that the Indemnitee (other than a Special Indemnitee) 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 Indemnitee; and provided further, a Special Indemnitee shall not be entitled to the foregoing
indemnification to the extent not permitted by the General Corporation Law of the State of
Delaware. 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 Indemnitee or that
the conduct giving rise to such liability was not in the best interest of the Company. The Company
shall also indemnify, defend and hold harmless an Indemnitee if the Indemnitee 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 Indemnitee 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 Member in connection with the defense or settlement of such action,
REGARDLESS OF THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT OR
OTHER FAULT OR RESPONSIBILITY OF THE INDEMNITEE OR OTHER PERSON; provided that the Indemnitee 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
Indemnitee. The Company shall advance the Indemnitee 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) upon receipt of an undertaking by or on behalf of such Indemnitee
to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified
by the Company as authorized in this Section 14.
(c) The indemnification provided pursuant to this Section 14 shall not be deemed to be
exclusive of any other rights to which the Members 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 Members.
(d) The Company may, to the full extent then permitted by law and authorized by the Member,
purchase and maintain insurance or furnish similar protection on behalf of or for any Indemnitee
described in this Section 14 against any liability asserted against and incurred by any such Person
in any such capacity, or arising out of his status as such, whether or not the Company would have
the power to indemnify such Person against such liability. Insurance may be purchased from or
maintained with a Person in which the Company has a financial interest.
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(e) The Company, upon approval of the Member, may enter into agreements with any person whom the
Company may indemnify under applicable law and undertake thereby to indemnity such person and to
pay the expenses incurred by them in defending any action, suit or proceeding against them, whether
or not the Company would have the power under this Agreement to indemnify any such person.
(f) Any indemnification pursuant to this Section 14 shall be payable only from the assets of
the Company.
15. Transfer of Membership Interests; Withdrawal; Admission of New Members.
15.1 Transfer of Membership Interest. The provisions of this Section 15.1 shall apply in the
event the Company has more than one Member. In such event, no Member may assign any or all of the
membership interest of such Member to another person without the written consent of all of the
Members. If the assignee is not already a Member, he will become a Member in the Company entitled
to all the rights and benefits under this Agreement only if all of the Members consent to the
assignment in writing or approve of the assignment by a vote taken at a meeting of the Members,
which consent or approval may be withheld in the absolute discretion of any of the Members. An
assignee who is not a Member shall only be entitled to distributions to which the assignor would be
entitled.
15.2 Withdrawal. A Member may not withdraw from the Company without the written consent of
the other Members.
15.3 Admission of New Members. A person may become a new Member of the Company upon (i)
receiving the consent of all of the existing Members to such admission and to the amount of the
capital contribution to be made by such new Member, (ii) making the capital contribution to the
Company and (iii) executing an addendum to this Agreement that by its terms (a) binds such new
Member to the terms and conditions set forth herein, (b) recites the capital contribution to be
made by such new Member and (c) sets forth the membership interest to be received by such new
Member in exchange for the capital contribution. At the time of admission of a new Member, the
Members shall amend Exhibit A to reflect the percentage interests of all of the Members. Such
revised Exhibit A shall be effective as of the date of admission of the new Member.
16. Dissolution.
16.1 Events Requiring Dissolution.
The Company shall be dissolved upon the occurrence of any of the following events:
(a) any event which would make unlawful under the laws of Delaware or the United States of
America the continuing existence of the Company;
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(b) a vote of a majority in interest of the Members; or
(c) the entry of a decree of judicial dissolution pursuant to Section 18-802 of the Act.
16.2 Distribution Upon Dissolution.
Upon dissolution of the Company, the affairs of the Company shall be wound up in accordance
with this Section 16.2. The fair market value of the assets of the Company (other than cash) shall
be determined by the Members. If the Members are unable to determine the fair market value of the
assets, then the fair market value of the assets of the Company (other than cash) shall be
determined by an independent appraiser selected by the Members. Any gains or losses (including
unrealized gains and losses from property to be distributed in kind) from disposition shall be
allocated among the members as provided in Section 11. Thereafter, the assets of the Company shall
be distributed in the following manner and order: (i) first, to the claims of all creditors of the
Company, including Members of the Company who are creditors, to the extent permitted by law, in
satisfaction of liabilities of the Company and (ii) second, to the Members of the Company in
accordance with the positive balances in the respective Capital Accounts maintained for each Member
by the Company.
17. Limitation of Liability.
No Member shall 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.
18. Governing Law.
This Agreement shall be governed by, and construed under, the laws of the State of Delaware,
all rights and remedies being governed by said laws.
19. 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.
[Signature page follows]
* * *
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IN WITNESS WHEREOF, the Member has executed this Agreement effective as of the date first above
written.
| MEMBER: Basic Energy Services, L.P. By: Basic Energy Services GP, LLC, its general partner By: Basic Energy Services, Inc., its sole member |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | President | |||
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EXHIBIT A
Capital Contribution; Interest
| Member | Capital Contribution | Units/ Interest | ||
| Basic Energy Services, L.P. | $1,000 | 100/ 100% |
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