Exhibit 3.9
LIMITED LIABILITY COMPANY AGREEMENT
OF
▇▇▇▇▇▇ MAGELLAN LLC
LIMITED LIABILITY COMPANY AGREEMENT of ▇▇▇▇▇▇ MAGELLAN LLC (the
"Company") dated as of April 1, 1998 by ▇▇▇▇▇▇ Offshore LLC, a Delaware limited
liability company (the "Member").
W I T N E S S E T H :
WHEREAS, the Company was formed as a limited liability company
pursuant to the Delaware Limited Liability Company Act (6 Del.C. Section
18-101, et seq.), as it may be amended from time to time (the "Act");
WHEREAS, the Member desires to establish herein its rights and
obligations in connection with the business and operations of the Company;
NOW, THEREFORE, in consideration of the premises and the covenants and
provisions hereinafter contained, the Member hereby agrees as follows:
ARTICLE I.
ORGANIZATIONAL AND OTHER MATTERS
SECTION 1.01. Formation. The Company was formed as a limited
liability company under the provisions of the Act by the filing on April 1, 1998
of a Certificate of Formation (the "Certificate of Formation") with the
Secretary of State of the State of Delaware. The rights and liabilities of the
Member shall be as provided in the Act, except as is otherwise expressly
provided herein.
SECTION 1.02. Name. The name of the Company shall be ▇▇▇▇▇▇ Magellan
LLC and the business of the Company shall be conducted under such name.
SECTION 1.03. Principal Office. The principal office of the Company
shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or such other
place as the Member may from time to time determine.
SECTION 1.04. Term. The Company shall commence on the date of filing
of the Certificate of Formation, and the term of the Company shall continue
until the dissolution of the Company as provided by law.
SECTION 1.05. Limited Liability. Except as otherwise provided by the
Act, the debts, obligations and liabilities of the Company, whether arising in
contract, tort or otherwise, shall be the debts, obligations and liabilities
solely of the Company, and the Member shall not be obligated personally for any
of such debts, obligations or liabilities solely by reason of being a Member.
ARTICLE II.
PURPOSE AND POWERS
SECTION 2.01. Purpose of the Company. The Company may carry on any
lawful business, purpose or activity permitted by the Act.
SECTION 2.02. Powers of the Company. The Company shall have the
power to do any and all acts reasonably necessary, appropriate, proper,
advisable, incidental or convenient to or for the furtherance of the purpose and
business described herein and for the protection and benefit of the Company.
ARTICLE III.
CAPITAL CONTRIBUTIONS
Section 3.01. Capital Contributions. The Member has made, or will
make promptly following the date hereof, a capital contribution of US $100 in
cash to the Company.
ARTICLE IV.
MANAGEMENT OF THE COMPANY
SECTION 4.01. Management. The management of the Company shall be
vested in ▇▇▇▇▇▇ Offshore LLC (the "Member"). The Member shall have complete
and exclusive discretion in the management and control of the affairs and
business of the Company, and shall possess all powers necessary, convenient or
appropriate to carrying out the purposes and business of the Company, including,
without limitation, doing all things and taking all actions necessary to carry
out the terms and provisions of this Agreement and delegating any or all of its
powers, rights and obligations under this Agreement and appointing such officers
of the Company to perform acts or services for the Company pursuant to
Section 4.02 hereof.
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SECTION 4.02. Officers; Agents. The Member shall have the power to
appoint any person or persons as agents (who may be referred to as officers) to
act for the Company with such titles, if any, as the Member deems appropriate
and to delegate to such officers or agents such of the powers as are granted to
the Member hereunder. Any decision or act of an officer appointed under this
Section 4.02 within the scope of the officer's designated or delegated authority
shall control and shall bind the Company. The officers or agents so appointed
may have such titles as the Member shall deem appropriate, which may include
(but need not be limited to) President and Chief Executive Officer, Executive
Vice President, Vice President, Chief Operating Officer, Chief Financial
Officer, Treasurer or Controller. The initial officers of the Company are set
forth on Schedule 4.02. Unless the authority of the agent designated as the
officer in question is limited by the Member, any officer so appointed shall
have the same authority to act for the Company as a corresponding officer of a
Delaware corporation would have to act for a Delaware corporation in the absence
of a specific delegation of authority. The Member, in its sole discretion, may
by vote, resolution or otherwise ratify any act previously taken by an officer
or agent acting on behalf of the Company.
SECTION 4.03. Bank Accounts. The Member shall have the power to
establish a bank account or accounts in the name of the Company with such
banking institution or institutions as the Member shall deem advisable for the
expeditious handling of the Company's funds.
ARTICLE V.
DISSOLUTION AND LIQUIDATION
SECTION 5.01. Effect of Dissolution. Upon dissolution, the Company
shall cease carrying on its business but shall not terminate until the winding
up of the affairs of the Company is completed, the assets of the Company shall
have been distributed as provided below and a Certificate of Cancellation of the
Company under the Act has been filed with the Secretary of State of the State of
Delaware.
SECTION 5.02. Liquidation Upon Dissolution. Upon the dissolution of
the Company, sole and plenary authority to effectuate the liquidation of the
assets of the Company shall be vested in the Member, which shall have full power
and authority to sell, assign and encumber any and all of the Company's assets
and to wind up and liquidate the affairs of the Company in an orderly and
business-like manner. The proceeds of liquidation of the assets of the Company
distributable upon a dissolution and winding up of the Company shall be applied
in the following order of priority:
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a. first, to the creditors of the Company, including creditors that
are Members, in the order of priority provided by law, in satisfaction of
all liabilities and obligations of the Company (of any nature whatsoever,
including, without limitation, fixed or contingent, matured or unmatured,
legal or equitable, secured or unsecured), whether by payment or the making
of reasonable provision for payment thereof; and
b. thereafter, to the Member.
SECTION 5.03. Winding Up and Certificate of Cancellation. The
winding up of the Company shall be completed when all of its debts, liabilities,
and obligations have been paid and discharged or reasonably adequate provision
therefor has been made, and all of the remaining property and assets of the
Company have been distributed to the Member. Upon the completion of the winding
up of the Company, a Certificate of Cancellation of the Company shall be filed
with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement as of the date first written above.
▇▇▇▇▇▇ OFFSHORE LLC
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Senior Vice President,
Chief Financial
Officer and Secretary
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SCHEDULE 4.02
Initial State of Officers
1. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇: President and Chief Executive Officer
2. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇: Senior Vice President, Chief Financial Officer and
Secretary
3. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇: Senior Vice President, Operations and Engineering
4. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇: Vice President - Human Resources
5. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇: Vice President - Controller and Assistant Secretary
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