FIRST AMENDMENT TO COMPANY AGREEMENT OF MILAGRO EXPLORATION II, LLC
EXHIBIT 3.11
THIS FIRST AMENDMENT (this “Amendment”) to the Company Agreement (the “Agreement”) of
Xxxxxxx Exploration II, LLC (the “Company”) is entered into as of November 30, 2007, by Xxxxxxx
Mezz, LLC, a Delaware limited liability company and the sole member of the Company. Capitalized
terms used but not defined in this Amendment have the meaning given them in the Agreement.
RECITALS
A. The initial member of the Company was Xxxxxxx Exploration, LP.
B. Effective November 30, 2007, the Company merged with and into Xxxxxxx Exploration, LP, with
the Company surviving and changing its name to Xxxxxxx Exploration, LLC (the “Merger”).
C. As a result of the Merger, the sole member of the Company is Xxxxxxx Mezz, LLC (“Mezz”).
D. The Member desires to amend the Agreement to reflect (i) the name change of the Company to
“Xxxxxxx Exploration, LLC” and (ii) that Mezz is now the sole member of the Company.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
acknowledged, the undersigned hereby agree as follows:
1. All references in the Agreement to “Xxxxxxx Exploration II, LLC” are hereby deleted and
replaced with “Xxxxxxx Exploration, LLC.”
2. Article 2 of the Agreement is hereby deleted and replaced with the following:
“2. Sole Member. Xxxxxxx Mezz, LLC shall be the sole member of the Company (the
“Member”).”
3. Except to the extent modified or amended by this Amendment, the Agreement shall remain in
full force and effect as originally written.
[Signature appears on following page]
The Amendment is executed as of the date
set out in the preamble to this Amendment.
| MEMBER: Xxxxxxx Mezz, LLC |
||||
| By: | Xxxxxxx Holdings, LLC, its sole member |
|||
| /s/ Xxxxxxx X. Xxxxxxxx | ||||
| Xxxxxxx X. Xxxxxxxx, Executive Vice President, | ||||
| Chief Financial Officer and Secretary | ||||
