0001193125-11-077824 Sample Contracts

ENERGY PARTNERS, LTD. AND EACH OF THE GUARANTORS PARTY HERETO INDENTURE Dated as of [ ], 20[ ] Trustee SUBORDINATED DEBT SECURITIES
Indenture • March 25th, 2011 • Anglo-Suisse Offshore Pipeline Partners, LLC • Crude petroleum & natural gas • New York

INDENTURE dated as of [ ], 20[ ] by and among Energy Partners, Ltd., a Delaware corporation (the “Company”), the Guarantors (as defined herein) and [ ], as trustee.

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ENERGY PARTNERS, LTD. AND EACH OF THE GUARANTORS PARTY HERETO INDENTURE Dated as of [ ], 20[ ] Trustee SENIOR DEBT SECURITIES
Anglo-Suisse Offshore Pipeline Partners, LLC • March 25th, 2011 • Crude petroleum & natural gas • New York

INDENTURE dated as of [ ], 20[ ] by and among Energy Partners, Ltd., a Delaware corporation (the “Company”), the Guarantors (as defined herein) and [ ], as trustee.

FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ANGLO-SUISSE OFFSHORE PIPELINE PARTNERS, LLC
Limited Liability Company Agreement • March 25th, 2011 • Anglo-Suisse Offshore Pipeline Partners, LLC • Crude petroleum & natural gas

This FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ANGLO-SUISSE OFFSHORE PIPELINE PARTNERS, LLC (this “Amendment”), dated as of February 14, 2011, is hereby adopted, executed and agreed to by the sole member of Anglo-Suisse Offshore Pipeline Partners, LLC (the “Company”). Capitalized terms used and not otherwise defined in this Amendment shall have the respective meanings set forth in the Agreement (as defined below).

Amended and Restated Limited Liability Company Agreement of Anglo-Suisse Offshore Pipeline Partners, LLC (a Delaware Limited Liability Company)
Limited Liability Company Agreement • March 25th, 2011 • Anglo-Suisse Offshore Pipeline Partners, LLC • Crude petroleum & natural gas • Delaware

This Amended and Restated Limited Liability Company Agreement of Anglo-Suisse Offshore Pipeline Partners, LLC, dated as of July 27, 2004 (this “Agreement”), amends and restates the Limited Liability Company Agreement of the Company (as defined below) adopted on May 27, 2004, and is hereby adopted, executed and agreed to by the persons listed below.

LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF EPL OF LOUISIANA, L.L.C. (a Louisiana limited liability company) Effective November 1, 2002
Limited Liability Company Operating Agreement • March 25th, 2011 • Anglo-Suisse Offshore Pipeline Partners, LLC • Crude petroleum & natural gas • Louisiana

This Limited Liability Company Agreement (as it may be amended, supplemented, restated or otherwise modified from time to time, in accordance with applicable provisions hereof, this “Agreement”) of EPL of Louisiana, L.L.C. (the “Company”) is hereby duly adopted as the limited liability company agreement of the Company by the persons named herein as being the Company, the initial Managers (as such term is hereinafter defined) of the Company and the Members (as such term is hereinafter defined) of the Company as of the effective date of this Agreement.

EPL PIPELINE, L.L.C. (A Delaware Limited Liability Company) OPERATING AGREEMENT As of February 7, 2000
Operating Agreement • March 25th, 2011 • Anglo-Suisse Offshore Pipeline Partners, LLC • Crude petroleum & natural gas • Delaware

OPERATING AGREEMENT (the “Agreement”) of EPL PIPELINE, L.L.C. (the “Company”), dated as of February 7, 2000, made by and among the parties listed on Schedule I (the “Members”) and such other parties as shall hereafter become Members in the Company, as provided herein.

LIMITED LIABILITY COMPANY AGREEMENT OF DELAWARE EPL OF TEXAS, LLC (a Delaware limited liability company) Effective November 1, 2002
Limited Liability Company Agreement • March 25th, 2011 • Anglo-Suisse Offshore Pipeline Partners, LLC • Crude petroleum & natural gas • Texas

This Limited Liability Company Agreement (as it may be amended, supplemented, restated or otherwise modified from time to time, in accordance with applicable provisions hereof, this “Agreement”) of Delaware EPL of Texas, LLC (the “Company”) is hereby duly adopted as the limited liability company agreement of the Company by the persons named herein as being the initial Managers (as such term is hereinafter defined) of the Company and (ii) the Members (as such term is hereinafter defined) of the Company as of the effective date of this Agreement.

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