EXHIBIT 3.14
LIMITED LIABILITY COMPANY AGREEMENT
OF
EOTT ENERGY GENERAL PARTNER, L.L.C.
A DELAWARE LIMITED LIABILITY COMPANY
This Limited Liability Company Agreement of EOTT Energy General Partner,
L.L.C. (this "Agreement"), dated as of June 27, 2001, is executed and agreed to,
for good and valuable consideration, by the undersigned initial Member.
1. DEFINITIONS
1.1. CERTAIN DEFINITIONS. As used in this Agreement, the following terms have
the following meanings:
"Affiliate" means, with respect to any Person, any other Person
controlling, controlled by, or under common control with that first
Person. As used in this definition, the term "control" means (a) with
respect to any corporation or other entity having voting shares or the
equivalent and elected directors, managers, or Persons performing similar
functions, the ownership or power to vote more than 50% of shares or the
equivalent having the power to vote in the election of directors,
managers, or Persons performing similar functions, and (b) with respect to
any other entity, the ability to direct its business and affairs.
"Act" has the meaning assigned to it in Section 2.1 of this
Agreement.
"Code" means the Internal Revenue Code of 1986 and any successor
statute, as amended from time to time.
"Dispose," "Disposing," or "Disposition" means a sale, assignment,
transfer, exchange, mortgage, pledge, grant of a security interest, or
other disposition or encumbrance (whether voluntary, involuntary or by
operation of law), or the acts of the foregoing.
"Member Interest" means the interest of the Member in the Company,
including, without limitation, rights to distributions (liquidating or
otherwise), allocations, information and to consent or approve.
"Person" has the meaning given that term in Section 18-101(12) of
the Act and also includes a governmental authority and any other entity.
1.2. OTHER DEFINITIONS. Other terms defined in this Agreement have the meanings
so given them.
1.3. CONSTRUCTION. Whenever the context requires, the gender of all words used
in this Agreement includes the masculine, feminine, and neuter. Unless the
context otherwise requires, all references to Articles and Sections refer to
articles and sections of this Agreement.
2. ORGANIZATION
2.1. FORMATION. EOTT Energy General Partner, L.L.C. (the "Company") has been
organized as a Delaware limited liability company by the filing of Certificate
of Formation (the "Delaware Certificate") under and pursuant to the Delaware
Limited Liability Company Act (as amended from time to time, the "Act") and the
issuance of a certificate of organization for the Company by the Secretary of
State of Delaware.
2.2. NAME. The name of the Company is "EOTT Energy General Partner, L.L.C." and
all Company business must be conducted in that name or such other names that
comply with applicable law as the Board (as defined in Section 6.1.1 of this
Agreement) may select from time to time.
2.3. REGISTERED OFFICE; REGISTERED AGENT; OFFICES. The registered office and
registered agent of the Company in the State of Delaware shall be as specified
in the Delaware Certificate or as designated by the Board in the manner provided
by applicable law. The offices of the Company shall be at such places as the
Board may designate, which need not be in the State of Delaware. The Company
shall keep the street address of its principal office at the registered office
of the Company in the State of Delaware.
2.4. PURPOSES. The purposes of the Company are to engage in any lawful act,
activity and/or business for which limited liability companies may be organized
under the Act; and engage in any other business or activity that now or
hereafter may be necessary, incidental, proper, advisable, or convenient to
accomplish the foregoing purposes (including obtaining financing therefor) and
that is not forbidden by the law of the jurisdiction in which the Company
engages in that business.
2.5. FOREIGN QUALIFICATION. Prior to the Company's conducting business in any
jurisdiction other than Delaware, the Board shall cause the Company to comply
with all requirements necessary to qualify the Company as a foreign limited
liability company in that jurisdiction.
2.6. TERM. The Company commenced on the date the Secretary of State of Delaware
issued a certificate of organization for the Company and shall continue in
existence in perpetuity, or such earlier time as this Agreement may specify.
2.7. NO STATE-LAW PARTNERSHIP. The Member intends that the Company not be a
partnership (including a limited partnership) or joint venture, and that no
Member or Director be a partner or joint venturer of any other Member or
Director, for any purposes other than applicable tax laws, and this Agreement
may not be construed to suggest otherwise.
3. MEMBER; DISPOSITIONS OF INTERESTS
3.1. MEMBER; SHARING RATIOS. The member of the Company ("Member") is the Person
executing this Agreement as of the date hereof. The "Sharing Ratio" of the
Member is 100%.
3.2. DISPOSITIONS OF MEMBER INTERESTS. The Member may make a Disposition of all
or any portion of its Member Interest at any time, in its sole discretion. A
Person to whom a Member Interest is Disposed may be admitted to the Company as a
member only with the consent of the Board. In connection with any Disposition of
a Member Interest or any portion thereof, and any admission of an assignee as a
Member, the Member making such Disposition and the assignee shall furnish the
Board with such documents regarding the Disposition as the Board may request (in
form and substance satisfactory to the Board), including a Form of Assignment
and Application for Transfer, a copy of the Disposition instrument, if any, a
ratification of this Agreement by the assignee (if the assignee is to be
admitted as a Member), and a legal opinion, in form and substance acceptable to
the Board, to the effect that the Disposition complies with or is exempt from
the registration provisions of applicable federal and state securities laws,
that the Disposition, either individually or in combination with all other
Dispositions since the inception of the Company, will not result in the
classification of the Company as a "publicly traded partnership" within the
meaning of Section 7704 of the Code and that the Disposition will not result in
the Company's termination under Section 708 of the Code.
3.3. LIABILITY TO THIRD PARTIES. No Member or Director shall be liable for the
debts, obligations or liabilities of the Company, including under a judgment
decree or order of a court.
4. CAPITAL CONTRIBUTIONS
4.1. INITIAL CONTRIBUTION. Contemporaneously with the execution of this
Agreement by the Member, such Member shall make the contribution to the capital
of the Company ("Capital Contribution") as described in Exhibit A.
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4.2. RETURN OF CONTRIBUTIONS. The Member is not entitled to the return of any
part of its Capital Contribution or to be paid interest with respect to either
its capital account or its Capital Contribution. An unrepaid Capital
Contribution is not a liability of the Company or of the Member.
4.3. ADVANCES BY THE MEMBER. If the Company does not have sufficient cash to
pay its obligations, the Member, with the consent of the Board, may advance all
or part of the needed funds to or on behalf of the Company, at such interest
rate and on such other terms as the Member and the Board may agree. An advance
described in this Section 4.3 constitutes a loan from the Member to the Company
and is not a Capital Contribution.
5. DISTRIBUTIONS
5.1. NET CASH ON HAND. At such time as determined by the Board, Net Cash On
Hand (as defined in this Section 5.1) shall be distributed to the Member. The
term "Net Cash On Hand" shall mean all cash funds derived from or held by the
Company (including interest received on reserves, borrowings and capital
transactions), without reduction for any non-cash charges, but less cash funds
used to pay current operating expenses, debt payments, capital improvements and
replacements and to establish reasonable reserves for future expenses and costs
as determined by the Board.
5.2. PROPERTY. From time to time, the Board also may cause property of the
Company (other than cash) to be distributed to the Member, which distribution
may be made subject to existing liabilities and obligations. Immediately prior
to such a distribution, the capital account of the Member shall be adjusted as
provided in TREAS. REG.Section 1.704-1(b)(2)(iv)(f).
6. MANAGEMENT
6.1. MANAGEMENT BY OR UNDER THE DIRECTION OF THE BOARD.
6.1.1.Subject to the provisions of Section 6.2 of this Agreement, the
powers of the Company shall be exercised by or under the authority of, and
the business and affairs of the Company shall be managed under the
direction of, the Board of Directors of the Company (the "Board") which
shall be a committee of managers consisting of three persons appointed by
the Member. The Member, in its capacity as a Member, shall not have the
right, power or authority to act for or on behalf of the Company, to do
any act that would be binding on the Company, or to incur any expenditures
on behalf of the Company. The Board and its directors (the "Directors")
shall be the "managers" of the Company within the meaning of the Act.
Except as otherwise specifically provided in this Agreement, the authority
and functions of the Board, on the one hand, and the Officers (as defined
in Section 6.9 of this Agreement), on the other, shall be identical to the
authority and functions of the board of directors and officers,
respectively, of a corporation organized under the General Corporation Law
of Delaware. Thus, except as otherwise specifically provided in this
Agreement, the business and affairs of the Company shall be managed under
the direction of the Board, and the day-to-day affairs of the Company
shall be conducted on the Company's behalf by the Officers, who shall be
the agents of the Company.
▇.▇.▇.▇▇ managing the business and affairs of the Company and exercising
its powers, the Board shall act (i) collectively through resolutions
adopted at meetings and in written consents pursuant to Sections 6.4 and
6.8 of this Agreement, (ii) through committees to which authorities and
duties have been delegated pursuant to Section 6.5 of this Agreement, and
(iii) through Officers appointed pursuant to Section 6.9 of this
Agreement. No Director has the right, power or authority to act for or on
behalf of the Company, to do any act that would be binding on the Company,
or to incur any expenditures on behalf of the Company, except in
accordance with the immediately preceding sentence. Decisions or actions
taken by the Board in accordance with this Agreement (including this
Section 6.1 and Section 6.2 of this Agreement) shall constitute decisions
or actions by the Company and shall be binding on the Board, the Member,
each Officer and each employee of the Company.
▇.▇.▇.▇▇ addition to the powers now or hereafter granted managers of a
limited liability company under applicable law or which are granted to the
Board under any other provision of this Agreement, and
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subject to the provisions of Section 6.2 of this Agreement, the Board
shall have full power and authority to do all things and on such terms as
it, in its sole discretion, may deem necessary or appropriate to conduct
the business of the Company, including, without limitation, (i) the making
of any expenditures, the lending or borrowing of money, the assumption or
guarantee of, or other contracting for, indebtedness and other
liabilities, the issuance of evidences of indebtedness and the incurring
of any other obligations; (ii) the making of tax, regulatory and other
filings, or rendering of periodic or other reports to governmental or
other agencies having jurisdiction over the business or assets of the
Company; (iii) the acquisition, disposition, mortgage, pledge,
encumbrance, hypothecation or exchange of assets of the Company; (iv) the
use of the assets of the Company (including, without limitation, cash on
hand) for any purpose consistent with the terms of this Agreement; (v) the
negotiation, execution and performance of any contracts, conveyances or
other instruments; (vi) the distribution of Company cash; (vii) the
selection and dismissal of officers, employees and agents (including,
without limitation, officers having titles such as "president," "chief
executive officer," "vice president," "chief financial and accounting
officer," "secretary" and "treasurer"), outside attorneys, accountants,
consultants and contractors and the determination of their compensation
and other terms of employment or hiring; (viii) the maintenance of such
insurance for the benefit of the Company as it deems necessary or
appropriate; (ix) the formation of, or acquisition of an interest in, and
the contribution of property to, any limited or general partnerships,
joint ventures, corporations, limited liability companies or other
relationships; (x) the control of any matters affecting the rights and
obligations of the Company, including, without limitation, the bringing
and defending of actions at law or in equity and otherwise engaging in the
conduct of litigation and the incurring of legal expense and the
settlement of claims and litigation; and (xi) the indemnification of any
Person against liabilities and contingencies to the extent permitted by
law.
6.2. DECISIONS REQUIRING MEMBER CONSENT. Notwithstanding any power or authority
granted the Board under the Act, the Delaware Certificate or this Agreement, (a)
the Board may not make any decision or take any action for which the consent of
the Member is expressly required by the Delaware Certificate or this Agreement,
without first such obtaining such consent, (b) the Board may not make any of the
following decisions or take any of the following actions without first obtaining
the consent of the Member:
6.2.1. The sale of all or substantially all of the assets of the Company;
6.2.2. A change in the management status of the Company to a
member-managed limited liability company;
6.2.3. Approve any merger, consolidation, share or interest exchange, or
any other transaction subject to Section 18-209 of the Act;
6.2.4. Change or modify the purposes of the Company as set forth in
Section 2.4 of this Agreement or in the certificate of organization for
the Company; or
6.2.5. Authorize any transaction, agreement or action on behalf of the
Company that is unrelated to the Company's stated purposes.
The Member may, with respect to any vote, consent or approval that it is
entitled to grant, pursuant to this Agreement, grant or withhold such vote,
consent or approval in its sole discretion.
6.3. APPOINTMENT OF DIRECTORS. The initial Directors shall be three persons
appointed by the Member. Each Director shall serve in such capacity until his
successor or replacement shall have been appointed. The appointment of any such
successor or replacement, which decision may be made in the sole discretion of
the Member from time to time, shall become effective upon the delivery by the
Member of written notice to the Company.
6.4. MEETINGS OF THE BOARD. Regular meetings of the Board may be held on such
dates and at such times as shall be determined by the Board, with notice of the
establishment of such regular meeting schedule being given to each Director who
was not present at the meeting at which it was adopted. Special meetings of the
Board may be called by any Director by notice thereof (specifying the place and
time of such meeting) that is delivered to every
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other Director at least 24 hours prior to such meeting. Neither the business to
be transacted at, nor the purpose of, such special meeting need be specified in
the notice (or waiver of notice) thereof. Unless otherwise expressly provided in
this Agreement, at any meeting of the Board, a majority of the Directors shall
constitute a quorum for the transaction of business, and an act of a majority of
the Directors who are present at such a meeting at which a quorum is present
shall be the act of the Board.
6.5. COMMITTEES OF DIRECTORS. The Board may designate one or more committees,
each of which shall be comprised of one or more of the Directors, and may
designate one or more of the Directors as alternate members of any committee.
Except for matters that cannot be delegated to a committee of directors pursuant
to the General Corporation Law of Delaware, any such committee, to the extent
provided in the resolution establishing it, shall have and may exercise all of
the authority that may be exercised by the Board. Regular and special meetings
of such committee shall be held in the manner designated by the Board or, if not
so designated, by such committee. The Board may dissolve any committee at any
time.
6.6. COMPENSATION. The Directors shall receive such compensation, if any, for
their services as may be designated by the Board. In addition, the Directors
shall be reimbursed for out-of-pocket costs and expenses incurred in the course
of their service hereunder.
6.7. VOTING; QUORUM; REQUIRED VOTE FOR ACTION. Unless otherwise required by law
or the provisions hereof:
6.7.1. Each Director shall have one vote;
6.7.2. The presence at a meeting of the Board that in the aggregate
represent a majority of Directors shall constitute a quorum at any such
meeting for the transaction of business; and
6.7.3. The act of Directors that in the aggregate represent a majority of
the total number of votes held by all Directors shall be deemed to
constitute the act of the Board.
6.8. PROVISIONS APPLICABLE TO ALL MEETINGS. In connection with any meeting of
the Board or any committee of the Directors, the following provisions shall
apply:
6.8.1. PLACE OF MEETING. Any such meeting shall be held at the principal,
executive offices of the Company, unless the notice of such meeting (or
resolution of the Board or committee, as applicable) specifies a different
place, which need not be in the State of Delaware.
6.8.2. WAIVER OF NOTICE THROUGH ATTENDANCE. Attendance of a Person at such
meeting (including pursuant to Section 6.8.5 of this Agreement) 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.
6.8.3. PROXIES. A Person may vote at such meeting by a written proxy
executed by that Person and delivered to another Director or member of the
committee, as applicable. A proxy shall be revocable unless it is stated
to be irrevocable.
6.8.4. ACTION BY WRITTEN CONSENT. Any action required or permitted to be
taken at such a meeting may be taken without a meeting, without prior
notice, and without a vote if a consent or consents in writing, setting
forth the action so taken, is signed by each Director or member of the
committee, as applicable.
6.8.5. MEETINGS BY TELEPHONE. Directors or members of a committee, as
applicable, may participate in and hold meetings by means of conference
telephone, videoconference or similar communications equipment by means of
which all Persons participating in the meeting can hear each other.
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6.9. OFFICERS. The Board may designate one or more Persons to be officers of
the Company ("Officers"), and any Officers so designated shall have such title,
authorities, duties and salaries as the Board may delegate to them. Any Officer
may be removed as such, either with or without cause, by the Board.
6.10. LIABILITY OF DIRECTORS AND OFFICERS. Notwithstanding anything to the
contrary set forth in this Agreement, no Director or Officer shall be liable to
the Company, the Member or any other person for monetary damages for breach of
fiduciary duty as a Director or Officer; provided that this provision shall not
eliminate or limit the liability of a Director for (i) any breach of the
Director's duty of loyalty to the Company and its Member, (ii) acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, or (iii) any transaction from which the Director derived an improper
personal benefit.
6.11. CONFLICTS OF INTEREST. The Company may transact business with the Member
or any Director, Officer or Affiliate thereof, provided the terms of those
transactions are no less favorable than those the Company could obtain from
unrelated third parties. This Section 6.11 constitutes a modification and
disclaimer of duties and obligations (express, implied, fiduciary or otherwise)
with respect to the matters described in this Section 6.11, pursuant to Section
18-1101 of the Act. The Member agrees that the provisions of this Section 6.11
are "express" and "conspicuous" for all purposes of applicable law.
6.12. INDEMNIFICATION; REIMBURSEMENT OF EXPENSES; INSURANCE. To the fullest
extent permitted by the Act: (a) the Company shall indemnify each Director who
was, is or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (together "Proceeding"), any appeal
therein, or any inquiry or investigation preliminary thereto, by reason of the
fact that he or she is or was a Director; (b) the Company shall pay or reimburse
a Director promptly for expenses incurred by him or her (i) in advance of the
final disposition of a Proceeding to which such Director was, is or is
threatened to be made a party, and (ii) in connection with his or her appearance
as a witness or other participation in any Proceeding. The Company, by adoption
of a resolution of the Board, may indemnify and advance expenses to an Officer,
employee or agent of the Company to the same extent and subject to the same
conditions under which it may indemnify and advance expenses to Directors under
the preceding sentence. The provisions of this Section 6.12 shall not be
exclusive of any other right under any law, provision of the Delaware
Certificate or this Agreement, agreement or otherwise. The Company may purchase
and maintain insurance to protect itself and any Director, Officer, employee or
agent of the Company, whether or not the Company would have the power to
indemnify such Person under this Section 6.12.
7. TAXES
7.1. TAX RETURNS. The Company shall prepare and timely file all federal, state
and local tax returns required to be filed by the Company. The Member shall
furnish to the Company all pertinent information in its possession relating to
the Company's operations that is necessary to enable the Company's tax returns
to be timely prepared and filed. The Company shall deliver a copy of each such
return to the Member on or before ten days prior to the due date of any such
return, together with such additional information as may be required by the
Member in order for the Member to file its individual returns reflecting the
Company's operations. The Company shall bear the costs of the preparation and
filing of its returns.
7.2. TAX ELECTIONS. The Company may make such elections for federal income tax
purposes as the Board shall determine.
7.3. TAX MATTERS MEMBER. If the Company elects to be taxed as a partnership for
federal income tax purposes, the Member shall be the "tax matters partner" of
the Company pursuant to Code Section 6231(a)(7) (the "Tax Matters Member"). The
Tax Matters Member shall take such action as may be necessary to cause, to the
extent possible, any other Member to become a "notice partner" within the
meaning of Code Section 6223. The Tax Matters Member shall inform any other
Member of all significant matters that may come to its attention in its capacity
as Tax Matters Member by giving notice thereof, on or before the fifth business
day after becoming aware thereof, and, within that time, shall forward to any
other Member copies of all significant written communications it may receive in
that capacity. Any cost or expense incurred by the Tax Matters Member in
connection with its duties, including the preparation for or pursuance of
administrative or judicial proceedings, shall be paid by the Company.
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8. BOOKS, RECORDS AND BANK ACCOUNTS
8.1. MAINTENANCE OF BOOKS. The Board shall keep or cause to be kept, at the
principal office of the Company, complete and accurate books and records of the
Company, supporting documentation of the transaction of the Company's business,
and minutes of the proceedings of the Board, Member and each committee of the
Directors. The books and records shall be maintained with respect to accounting
matters in accordance with sound accounting practices, and all books and records
shall be available at the Company's principal office for examination by the
Member's duly authorized representative at any and all reasonable times during
normal business hours.
8.2. REPORTS. If the Board so determines, the Board may cause to be sent to the
Member a complete accounting of the financial affairs of the Company for the
taxable year or other period then ended.
8.3. ACCOUNTS. The Board may establish one or more separate bank and investment
accounts and arrangements for the Company, which shall be maintained in the
Company's name with financial institutions and firms that the Board determines.
The Board may not commingle the Company's funds with the funds of any Director
or the Member.
9. DISSOLUTION, WINDING-UP AND TERMINATION
9.1. DISSOLUTION. The Company shall dissolve and its affairs shall be wound up
on the first to occur of the following events:
9.1.1. the consent of the Board and the Member; or
9.1.2. entry of a decree of judicial dissolution of the under Section
18-802 of the Act.
9.2. WINDING-UP AND TERMINATION.
9.2.1. On the occurrence of an event described in Section 9.1 of this
Agreement, the Board shall act as liquidator or may appoint the Member as
liquidator. The liquidator shall proceed diligently to wind up the affairs
of the Company as provided in the Act. Until final distribution, the
liquidator shall continue to operate the Company properties with all of
the power and authority of the Board. The costs of winding up shall be
borne as a Company expense.
9.2.2. Any assets of the Company remaining at the conclusion of the
winding-up process shall be distributed to the Member. All distributions
in kind to the Member shall be made subject to the liability of each
distributee for costs, expenses, and liabilities theretofore incurred or
to which the Company has committed prior to the date of termination. The
distribution of cash and/or property to the Member in accordance with the
provisions of this Section 9.2.2 constitutes a complete return to the
Member of its Capital Contributions and a complete distribution to the
Member of its Member Interest and all the Company's property and
constitutes a compromise to which the Member has consented pursuant to
Section 18-502(b) of the Act.
9.2.3. On completion of such final distribution, the Board (or such other
Person or Persons as the Act may require or permit) shall file a
certificate of cancellation with the Secretary of State of Delaware,
cancel any other filings made pursuant to Section 2.5, and take such other
actions as may be necessary to terminate the existence of the Company.
Upon the filing of such certificate of cancellation, the existence of the
Company shall terminate (and the Term of the Company shall end), except as
may be otherwise provided by the Act or other applicable law.
10. GENERAL PROVISIONS
10.1. OFFSET. Whenever the Company is to pay any sum to the Member, any amounts
the Member owes the Company may be deducted from that sum before payment.
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10.2. NOTICES. All notices, requests, or consents under this Agreement must be
in writing and must be given either by depositing that writing in the United
States mail, addressed to the recipient, first class postage paid, or by
delivering that writing to the recipient in person, by courier, or by facsimile
transmission. All notices, requests, and consents to be sent to the Member must
be sent to or made at the address for that Member in the record books of the
Company, or such other address as the Member may specify by notice to the
Company. Any notice to the Member hereunder shall be deemed conclusively to have
been given, and the obligation to give such notice shall be deemed conclusively
to have been fully satisfied, upon depositing such notice in the United States
mail as provided above.
10.3. ENTIRE AGREEMENT; SUPERSEDURE. This Agreement constitute the entire
agreement of the Member relating to the Company and supersedes all prior
contracts or agreements with respect to the Company, whether oral or written.
10.4. EFFECT OF WAIVER OR CONSENT. A waiver or consent, express or implied, to
or of any breach or default by any Person in the performance by that Person of
its obligations with respect to the Company is not a consent or waiver to or of
any other breach or default in the performance by that Person of the same or any
other obligations of that Person with respect to the Company. Failure on the
part of a Person to complain of any act of any Person or to declare any Person
in default with respect to the Company, irrespective of how long that failure
continues, does not constitute a waiver by that Person of its rights with
respect to that default until the applicable statute-of-limitations period has
run.
10.5. AMENDMENTS OF DELAWARE CERTIFICATE AND LIMITED LIABILITY COMPANY
AGREEMENT. The Delaware Certificate and this Agreement may be amended or
restated only with the approval of the Board and the Member; provided, however,
that the Board may amend this Agreement without the consent of the Member to
cure any ambiguity or to correct or supplement any provisions in this Agreement
so long as such correction or supplement shall not adversely affect in any
material respect the interests of the Member in the Company.
10.6. BINDING EFFECT. Subject to the restrictions on Dispositions set forth in
this Agreement, this Agreement is binding on, and inure to the benefit of, the
Member and its heirs, legal representatives, successors, and assigns.
10.7. GOVERNING LAW; SEVERABILITY. THIS AGREEMENT IS GOVERNED BY AND SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE. If any provision
of this Agreement or the application thereof to any Person or circumstance is
held invalid or unenforceable to any extent, the remainder of this Agreement and
the application of that provision to other Persons or circumstances is not
affected thereby and that provision shall be enforced to the greatest extent
permitted by applicable law.
10.8. FURTHER ASSURANCES. In connection with this Agreement and the transactions
contemplated hereby, the Member shall execute and deliver any additional
documents and instruments and perform any additional acts that may be necessary
or appropriate to effectuate and perform the provisions of this Agreement and
those transactions.
10.9. INDEMNIFICATION. To the fullest extent permitted by law, the Member shall
indemnify the Company and hold it harmless from and against all losses, costs,
liabilities, damages, and expenses (including, without limitation, costs of suit
and attorney's fees) it may incur on account of any breach by the Member of this
Agreement.
IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first
set forth above.
EOTT ENERGY PARTNERS, L.P.
By: EOTT Energy Corp., its general partner
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇, its President
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ANNEX A
MEMBER:
EOTT Energy Partners, L.P.
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Initial Capital Contribution: $1,000.00
Sharing Ratio: 100%
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