LIMITED LIABILITY COMPANY AGREEMENT OF CQ BOAT, LLC
Exhibit T3B.6
LIMITED LIABILITY COMPANY AGREEMENT OF CQ BOAT, LLC
This Limited Liability Company Agreement (“Agreement”) is made and declared as of the
20th day of December, 2006, by Ambassadors Cruise Group, LLC, a Delaware limited liability company
(the “Member”), with respect to the formation and operation of CQ Boat, LLC, a Delaware
limited liability company (the “Company”).
The Member hereby certifies and covenants as follows with respect to the Company and its
operations:
1. Formation of Limited Liability Company. The Member, through its authorized
representative, formed the Company on December 20, 2006, pursuant to the provisions the Delaware
Limited Liability Company Act (the “Act”) (as may be amended or succeeded from time to
time). The rights and obligations of the parties hereto and the administration of the Company
shall be governed by this Agreement and the Act. To the extent this Agreement is inconsistent in
any respect with the Act, this Agreement shall control; provided that, if the inconsistency is with
a non-waivable provision of the Act, the Act shall control only to the extent necessary to avoid
this Agreement being in violation of the Act.
2. Member. The Member is the sole member of the Company.
3. Purpose. The sole purpose of the Company shall be ownership of that certain
passenger vessel known as the Columbia Queen (the “Vessel”) and to do and perform all acts
determined by the Member to be necessary, desirable or appropriate for, incident to or connected
with or arising out of the foregoing activities.
4. Name. The name of the Company shall be “CQ Boat, LLC.”
5. Principal Place of Business- Other Places of Business. The principal place of
business of the Company is ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The Company may
have such other offices as the Member may designate from time to time.
6. Designated Agent for Service of Process. The agent for service of process in
Delaware as of the effective date of this Agreement is National Registered Agents, Inc., ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
7. Term of Company. The Company commenced on the date the Certificate of Formation
was properly filed with the Secretary of State of the State of Delaware and shall exist in
perpetuity or until its business and affairs are earlier wound up following proper dissolution.
8. Management of Company. All decisions relating to the business, affairs, and
properties of the Company, including decisions relating to the Vessel, shall be made by the Member
in its sole, absolute and unfettered discretion. The Member may appoint one or more officers of
the Company using any titles, and may delegate all or some decision-making duties and
responsibilities to such persons. Any such officers shall serve at the pleasure of the Member. To
the extent delegated by the Member, officers shall have the authority to act on behalf of, bind,
and execute and deliver documents in the name and on behalf of the Company. In addition,
unless otherwise determined by the Member, any officers so appointed shall have such authority
and responsibility as is generally attributable to the holders of such offices in corporations
incorporated under the laws of the State of Delaware. No delegation of authority hereunder shall
cause the Member to cease to be a Member. The Member hereby designates the following individuals
as officers of the Company:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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President and Chief Operating Officer | |
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Chief Financial Officer, Treasurer and Secretary |
9. Standards of Conduct. Whenever the Member is required or permitted to make a
decision, take or approve an action, or omit to do any of the foregoing, then the Member shall be
entitled to consider only such interests and factors, including its own, as it desires, and shall
have no duty or obligation to consider any other interests or factors whatsoever. To the extent
that the Member has, at law or in equity, duties (including, without limitation, fiduciary duties)
to the Company or other person bound by the terms of this Agreement, the Member acting in
accordance with this Agreement shall not be liable to the Company or any such other person for its
good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the
extent that they restrict the duties of the Member otherwise existing at law or in equity, replace
such other duties to the greatest extent permitted under applicable law.
10. Limited Liability. Except as otherwise required by any non-waivable provision of
the Act or other applicable law, the Member shall not be personally liable in any manner whatsoever
for any debt, liability, or other obligation of the Company, whether such debt, liability, or other
obligation arises in contract, tort, or otherwise.
11. Contributions. The capital contributions of the Member are reflected on the books
and records of the Company.
12. Distributions. Each distribution of cash or other property by the Company shall
be made 100% to the Member. Each item of income, gain, loss, deduction, credit, and other tax
items of the Company shall be allocated 100% to the Member.
13. Indemnification. To the fullest extent permitted by applicable law, a Covered
Person (as defined below) shall be entitled to indemnification from the Company for any loss,
damage, or claim incurred by such Covered Person by reason of any act or omission performed or
omitted by such Covered Person (including alleged breaches of fiduciary duty) in good faith on
behalf of the Company and in a manner reasonably believed to be within the scope of authority
conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled
to be indemnified in respect of any loss, damage, or claim incurred by such Covered Person by
reason of fraud, gross negligence or willful misconduct with respect to such acts or omissions;
provided, however, that the Member shall have no personal liability with respect to such indemnity.
“Covered Person” means the Member, a manager, an officer of the Company, a person to whom
the Member or manager duly delegates management responsibilities, an affiliate or an employee or
agent of such persons.
14. Dissolution and Winding Up. The Company shall dissolve and its business and
affairs shall be wound up pursuant to a written instrument executed by the Member. In such event,
after satisfying creditors, all remaining assets shall be distributed to the Member.
15. Amendments. This Agreement may be amended or modified from time to time only by a
written instrument executed by the Member.
16. Governing Law. The validity and enforceability of this Agreement shall be
governed by and construed in accordance with the laws of Delaware without regard to other
principles of conflicts of law.
17. No Third Party Beneficiaries. All obligations set forth in this Agreement are
solely for the benefit of the parties hereto, and no other person shall be entitled to enforce any
of the provisions hereof. There are no intended third-party beneficiaries of this Agreement.
(Signature Page Follows)
IN WITNESS WHEREOF, the undersigned has duly executed this Agreement effective as of the above
stated date.
| AMBASSADORS CRUISE GROUP, LLC, a Delaware limited liability company (being the Sole Member of CQ Boat, LLC) |
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| By: | /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |||
| ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | ||||
| Chief Financial Officer, Treasurer and Secretary | ||||