Exhibit 10.1
Operating Agreement of Hilton Petroleum Greater
San Xxxxxxx Basin Joint Venture LLC
OPERATING AGREEMENT
OF
HILTON PETROLEUM
GREATER SAN XXXXXXX BASIN
JOINT VENTURE LLC
THIS AGREEMENT is made and entered into this 6th day of July, 1999, by and
between HILTON PETROLEUM GREATER SAN XXXXXXX BASIN JOINT VENTURE LLC, a Colorado
limited liability company (the "Company") and those persons whose names appear
on Schedule A attached hereto, hereinafter referred to as "Members."
RECITALS:
The Company has the right to acquire a 3% participating interest in the Greater
San Xxxxxxx Joint Venture (the "Joint Venture"), which is a consortium of oil
companies headed by Berkley Petroleum Ltd. as the joint venture operator. The
working interest and net revenue interest of the Company for a particular
prospect will vary depending upon the terms of the lease related to the
prospect. The Company shall be bound by the Joint Venture operating agreement.
Hilton Petroleum Ltd., a Yukon corporation ("Hilton Petroleum") is appointed as
the permanent Manager of the Company.
The cost of this interest is $1,550,000 and the agreement of the Company to pay
its share of all costs associated with the Joint Venture. These costs include
but may not be limited to drilling costs associated with each well; acreage
costs for any additional acreage acquired in addition to the 20,000 acres
already leased by the Joint Venture; and operating expenses associated with any
commercially developed well(s). The Company shall pay 4% of all costs to earn
its working interest in the first three xxxxx and 3% of all costs to earn its
working interest in xxxxx four, five, and six. The Company's share of the
estimated cost for the first well is $400,000. Accordingly, the Company is to be
capitalized initially with $1,950,000 by selling 20 Units of Membership interest
in the Company at $97,500 per Unit. Each Unit shall represent a 5% interest in
the Company.
The Company's share of the estimated costs for the first three xxxxx is
$1,200,000. The estimated cost of drilling any future xxxxx will be based on an
Authority for Expenditure provided by the well's operator. Calls for additional
capital contributions are typically due within 10 days of notification by the
operator as described in the Joint Venture operating agreement.
For its services as Manager of the Company, Hilton Petroleum shall be paid a
monthly management fee following the completion of the sixth well of $5,000 plus
actual costs.
IT IS AGREED, in consideration of the promises, covenants, performance, and
mutual consideration herein as follows:
I
FORMATION OF COMPANY
1.1. ARTICLES OF ORGANIZATION. This Company is organized pursuant to the
provisions of the Limited Liability Company Laws of the State of
Colorado and pursuant to Articles of Organization filed with the
Secretary of State on June __, 1999. The rights and obligations of the
Company and the Members shall be provided in the Articles of
Organization and this Operating Agreement of Hilton Petroleum Greater
San Xxxxxxx Basin Joint Venture LLC.
1.2. CONFLICT BETWEEN ARTICLES OF ORGANIZATION AND THIS AGREEMENT. If there
is any conflict between the provisions of the Articles of Organization
and this Operating Agreement, the terms of the Articles of Organization
shall control.
1.3 RECITALS PART OF THIS AGREEMENT. The recitals set forth above are
incorporated in this Agreement by this reference and shall be used as
necessary to interpret the meaning of this Agreement.
II
CAPITAL CONTRIBUTIONS
2.1 CONTRIBUTIONS. The minimum capital contribution to be made by a Member
is $97,500 for one Unit or 5% interest in the Company. The capital
contributions to be made by the Members and with which the Company
shall begin business are set forth on Schedule A attached hereto:
2.2. ADDITIONAL CAPITAL CONTRIBUTIONS. In the event that the operator of the
Joint Venture notifies the Company that a cash call is due or in the
event that the cash funds of the Company are insufficient to meet its
operating expenses, the Manager shall notify each of the Members, by
registered mail or overnight delivery service, of its share of the cash
required and the Members shall make additional capital contributions,
in the proportion of their capital contributions within 10 days of the
Member's receipt of the notification from the Manager.
2.3 FAILURE TO PAY ADDITIONAL CAPITAL CONTRIBUTION. In the event that a
Member fails to pay its additional capital contribution, on the 11th
day after having received notification pursuant to Section 2.2 above,
with no right to cure such failure, that defaulting Member's interest
in the Company shall be deemed to have been purchased by Hilton
Petroleum for shares of common stock of Hilton Petroleum or shall be
designated as "nonparticipatory" as set forth below:
2.3.1 If such failure should occur within the first 12 months after
the defaulting Member's initial capital contribution, Hilton
Petroleum shall pay the defaulting Member's share of the
additional capital contribution, but the shares of Hilton
Petroleum shall not be
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issued until 12-month anniversary of the initial capital
contribution. The value of the shares shall be based on the
30-day average closing price of the shares on the Vancouver
Stock Exchange immediately prior to the 12-month anniversary
date. The amount of the defaulting Member's investment divided
by the average price shall be the number of shares issued for
the defaulting Member's interest in the Company.
2.3.2 If such failure should occur after the first 12 months but
within the first 24 months after the defaulting Member's
initial capital contribution, Hilton Petroleum shall pay the
defaulting Member's share of the additional capital
contribution, and the value of the shares shall be determined
by using the 30-day average closing price of the shares on the
Vancouver Stock Exchange immediately prior to the date of
default.
2.3.3 If such failure should occur after the first 24 months after
the defaulting Member's initial capital contribution, Hilton
Petroleum shall pay the defaulting Member's share of the
additional capital contribution, and the defaulting Member's
interest shall be designated as "nonparticipatory" until that
Member's share of cash flow, if any, from an ongoing operation
has paid Hilton Petroleum 300% of the defaulted cash call
amount(s). If no cash flow can be credited to the Member's
interest from ongoing production for a period of 120 days from
the date of default, the defaulting Member's interest will
default to Hilton Petroleum.
2.4. LOANS. In lieu of voting an additional assessment of capital to meet
operating expenses or to finance new investments, the Company may, as
determined by the Manager, borrow money from one or any of the Manager,
Members, or third persons. However, the Company may only borrow funds
for expenses or investments relating to the Joint Venture. In the event
that a loan agreement is negotiated with a Manager or Member, he or she
shall be entitled to receive interest at a rate and upon such terms to
be determined by the Manager, and said loan shall be repaid to the
Manager or Member, with unpaid interest, if any, as soon as the affairs
of the Company will permit. The loan shall be evidenced by a promissory
note obligating the assets of the Company. Such interest and repayment
of the amounts so loaned are to be entitled to priority of payment over
the division and distribution of capital contributions and profit among
Members.
III
MEMBERS' ACCOUNTS; ALLOCATION OF
PROFIT AND LOSS; DISTRIBUTIONS
3.1. CAPITAL ACCOUNTS. A separate capital account shall be maintained for
each Member. The capital accounts of each Member shall initially
reflect the amounts specified in Section 2.1. No Member shall withdraw
any part of his or her capital account, except upon the approval of the
Manager. If the capital account of a Member becomes impaired, or if he
or she withdraws said capital account with approval of the Manager, his
or her share of subsequent
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Company profits shall be credited first to his or her capital account
until that account has been restored, before such profits are credited
to his or her income account. If, during the period when a Member's
capital account is impaired or he or she has withdrawn funds therefrom
as hereinbefore provided, an additional contribution is required of the
Member for the purposes specified in Section 2.2, then the Member with
such withdrawn or impaired capital account shall be required to
contribute his or her proportionate share of the additional capital
contribution and the deficiency then existing in his or her capital
account, so as to return the capital account to the same proportion
existing as of the date of the additional contribution. No interest
shall be paid on any capital contributions to the Company.
3.2. INCOME ACCOUNTS. A separate income account shall be maintained for each
Member. Company profits, losses, gains, deductions, and credits shall
be charged or credited to the separate income accounts annually unless
a Member has no credit balance in his or her income account, in which
event losses shall be charged to his or her capital account, except as
provided in Section 3.1. The profits, losses, gains, deductions, and
credits of the Company shall be distributed or charged to the Members
as provided in Section 3.3. No interest shall be paid on any credit
balance in an income account.
3.3. ALLOCATIONS AMONG MEMBERS. The profits and gains of the Company shall
be divided and the losses, deductions, and credits of the Company shall
be borne in the proportion of their capital contributions.
3.4. DISPROPORTIONATE CAPITAL ACCOUNTS. No interest or additional allocation
profits, losses, gains, deductions, and credits shall inure to any
Member by reason of his or her capital account being proportionately in
excess of the capital accounts of the other Members.
3.5. DISTRIBUTIONS OF ASSETS.
3.5.1. All distributions of assets of the Company, including cash,
shall be made in the same allocations among Members as
described in Section 3.3.
3.5.2. Within 30 days from the end of each fiscal quarter, the
Manager shall make a distribution to the Members that portion
of the net revenues of the Company, or any other assets, which
the Manager determines, in its sole discretion, are not
necessary for the Company's on-going operations; provided,
however, that no distribution of assets may be made to a
Member if, after giving effect to the distribution, all
liabilities of the Company, other than liabilities to Members
on account of their capital and income accounts, would exceed
the fair value of the Company assets.
3.5.3. A Member has no right to demand and receive any distribution
from the Company in any form other than cash.
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IV
RULES RELATING TO THE MEMBERS
4.1. ADMISSION OF NEW MEMBERS. Additional Members (i.e. those who purchase
their interests directly from the Company) may be admitted upon the
unanimous written consent of all Members.
4.2. VOTING OF MEMBERS. A Member shall be entitled to vote the percentage of
ownership interest held by that Member on any matter for which Members
are required to vote. A member may vote in person or by proxy at any
meeting of Members. All decisions of the Members shall be made by
Members holding a majority in interest of the Company at a properly
called meeting of the Members at which a quorum is present, or by
unanimous written consent of the Members.
4.3. MEETINGS OF MEMBERS.
4.3.1. Meetings of Members may be held at such time and place, either
within or without the State of Colorado, as may be determined
by the Manager or the person or persons calling the meeting.
4.3.2. An annual meeting of the Members shall be held at such time
and place as shall be determined by a resolution of the
Manager during each fiscal year of the Company. A Member may
petition any court of competent jurisdiction in the State of
Colorado to order that an annual meeting of the Members be
held if an annual meeting is not held within six (6) months
after the end of the Company's fiscal year or fifteen (15)
months after the Company's last annual meeting, whichever is
earlier.
4.3.3. A special meeting of the Members may be called by the Manager
or by at least one-tenth of all of the Members entitled to
vote at the meeting.
4.3.4. Written notice stating the place, day, and hour of the meeting
and, in the case of a special meeting, the purpose for which
the meeting is called, shall be delivered not less than ten
(10) days nor more than fifty (50) days before the date of the
meeting, either personally or by mail, by or at the direction
of the Manager or any other person calling the meeting, to
each Member of record entitled to vote at such meeting. A
waiver of notice in writing, signed by the Member before, at,
or after the time of the meeting stated in the notice shall be
equivalent to the giving of such notice.
4.3.5. By attending a meeting, a Member waives objection to the lack
of notice or defective notice unless the Member, at the
beginning of the meeting, objects to the holding of the
meeting or the transacting of business at the meeting. A
Member who attends a
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meeting also waives objection to consideration at such meeting
of a particular matter not within the purpose described in the
notice unless the Member objects to considering the matter
when it is presented.
4.4. QUORUM AND ADJOURNMENT. Members holding a majority in interest of the
Company entitled to vote shall constitute a quorum at the meeting of
Members. If a quorum is not represented at any meeting of the Members,
such meeting may be adjourned for a period not to exceed sixty (60)
days at any one adjournment; provided, however, that if the adjournment
is for more than thirty (30) days, a notice of the adjourned meeting
shall be given to each Member entitled to vote at the meeting.
4.5 SALE OF INTEREST IN JOINT VENTURE OR OTHER ASSETS. The Members of the
Company may vote to sell the Company's interest in the Joint Venture or
other assets of the Company so long as Members holding at least 60% of
the interest in the Company vote in favor of this action and so long as
Hilton Petroleum remains as the Manager of the Company.
V
RULES RELATING TO MANAGERS
5.1. GENERAL POWERS. Management and the conduct of the business of the
Company shall be vested in the Manager, Hilton Petroleum. The Manager
may adopt resolutions to govern its activities and the manner in which
it shall perform its duties to the Company.
5.2. DUTIES OF MANAGER.
5.2.1. The Manager shall have the duties and responsibilities as
described in the Colorado Limited Liability Company Act, as
amended from time to time.
5.2.2. The Manager shall execute any instruments or documents
providing for the acquisition, mortgage, or disposition of the
property of the Company.
5.2.3. Any debt contracted or liability incurred by the Company shall
be authorized only by a resolution of the Manager, and any
instruments or documents required to be executed by the
Company shall be signed by the Manager.
5.2.4. The Manager may delegate an employee or agent to be
responsible for the daily and continuing operations of the
business affairs of the Company. All decisions affecting the
policy and management of the Company, including the control,
employment, compensation, and discharge of employees; the
employment of contractors and subcontractors; and the control
and operation of the premises and property, including the
improvement, rental, lease, maintenance, and all other matters
pertaining to the operation of the property of the business
shall be made by the Manager.
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5.2.5. Any Manager may draw checks upon the bank accounts of the
Company and may make, deliver, accept, or endorse any
commercial paper in connection with the business affairs of
the Company.
5.3. DEVOTION TO DUTY. At all times during the term of Manager, the Manager
shall give reasonable time, attention, and attendance to, and shall use
reasonable efforts in the business of the said Company; shall, with
reasonable shall and power, exert itself for the interest, benefit, and
advantage of said Company; and shall truly and diligently pursue the
Company objectives.
5.4. INDEMNIFICATION. The Manager, employees, and agents of the Company
shall be entitled to be indemnified by the Company to the extent
provided in the Colorado Limited Liability Company Act, as amended from
time to time, and shall be entitled to the advance of expenses,
including attorneys' fees, in the defense or prosecution of a claim
against it, him or her in the capacity of Manager, employee, or agent.
VI
BOOKS
6.1. LOCATION OF RECORDS. The books of the Company shall be maintained at
the registered office of the Company.
6.2. ACCESS TO RECORDS AND ACCOUNTING. Each Member shall at all times have
access to the books and records of the Company for inspection and
copying. Each Member shall also be entitled:
6.2.1. To obtain from the Manager upon reasonable demand for any
purpose such information reasonably related to the Member's
Membership Interest in the Company;
6.2.2. To have true and full information regarding the state of the
business and financial condition and any other information
regarding the affairs of the Company;
6.2.3. To have a copy of the Company's federal, state, and local
income tax returns for each year promptly after they are
available to the Company; and
6.2.4. To have a formal accounting of the Company affairs whenever
circumstances render an accounting just and reasonable.
6.3. ACCOUNTING RULES. The books shall be maintained on a cash basis. The
fiscal year of the Company shall be the calendar year. Distributions to
income accounts shall be made annually by the 15th of March following
the end of the fiscal year. The books shall be closed and balanced at
the end of each calendar year and, if an audit is determined to be
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necessary by vote or consent of the Manager, it shall be made as of the
closing date. The Manager may authorize the preparation of year-end
profit-and-loss statements, balance sheet, and tax returns by a public
accountant. Any tax forms required to be sent to the Members shall be
sent no later than the 15th of March following the fiscal year end.
VII
DISSOLUTION
7.1. CAUSES OF DISSOLUTION. The Company shall be dissolved upon the
occurrence of any of the following events:
7.1.1. At any time by unanimous agreement of the Members;
7.1.2. Upon the termination of the Joint Venture; or
7.1.3. Upon the dissolution of the Manager.
7.2. DISTRIBUTION OF ASSETS IF BUSINESS UPON DISSOLUTION. In the event of
dissolution of the Company, the Manager shall proceed with reasonable
promptness to sell the real and personal property owned by the Company
and to liquidate the business of the Company. Upon dissolution, the
assets of the Company business shall be used and distributed in the
following order:
7.2.1. Any liabilities and liquidating expenses of the Company will
first be paid;
7.2.2. The reasonable compensation and expenses of the Manager in
liquidation shall be paid;
7.2.3. The amount then remaining shall be paid to and divided among
the Members in accordance with the statutory scheme for
distribution and liquidation of the Company under the Colorado
Limited Liability Company Act, as amended from time to time.
VIII
EXPULSION OF A MEMBER
8.1. CAUSES OF EXPULSION. A Member may be expelled from the Company upon the
occurrence of any of the following events:
8.1.1. If a Member shall violate any of the provisions of this
Agreement; or
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8.1.2. If a Member's Membership Interest shall be subject to a
charging order or tax lien, which is not dismissed or resolved
to the satisfaction of the Manager of the Company within
thirty (30) days after assessment or attachment.
8.2. NOTICE OF EXPULSION. Upon the occurrence of an event described in
Section 8.1, written notice of expulsion shall be given to the
violating Member either by serving the same by personal delivery or by
mailing the same by certified mail to his or her last known place of
residence, as shown on the books of said Company. Upon the receipt of
personal notice, or the date of the postmark for certified mail, the
violating Member shall be considered expelled, and shall have no
further rights as a Member of the Company, except to receive the amount
described in Section 8.3 below.
8.3 PAYMENT FOR MEMBERSHIP INTEREST. The violating Member shall be entitled
to the amount of his or her capital account as of the date of
expulsion, plus his or her income account as of the end of the prior
fiscal year, decreased by his or her share of the Company losses,
deductions, and credits to the Company computed to the date of
expulsion, and decreased by withdrawals such as would have been charged
to his or her income account during the present year to the date of
expulsion. This amount is subject to setoff for any damages incurred as
the result of the violating Member's actions.
IX
BANKRUPTCY OF A MEMBER
9.1. BANKRUPTCY DEFINED. A Member shall be considered bankrupt if the Member
files a petition in bankruptcy (or an involuntary petition in
bankruptcy is filed against the Member and the petition is not
dismissed within sixty (60) days) or makes an assignment for the
benefit of creditors or otherwise takes any proceeding or enters into
any agreement for compounding his or her debts other than by the
payment of them in the full amount thereof, or is otherwise regarded as
insolvent under any Colorado insolvency act.
9.2. EFFECTIVE DATE FOR BANKRUPTCY. The Effective Date of a Member's
bankruptcy shall be the date that the Manager, having learned of the
Member's bankruptcy, gives notice in writing stating that the Member is
regarded as bankrupt under this Agreement, such notice to be served
personally or by leaving the same at the place of business of the
Company. As of the Effective Date, the bankrupt Member shall have no
further rights as a Member of the Company, except to receive the
amounts to which he or she is entitled under Section 8.3.
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X
RETIREMENT OR RESIGNATION OF A MEMBER
10.1. RIGHT TO RETIRE OR RESIGN. A Member shall have the right, at any time,
to retire or resign as a Member of the Company by giving three (3)
months' notice to the Company at the Company's place of business.
10.2. CONSEQUENCES OF RETIREMENT OR RESIGNATION. Upon giving notice of an
intention to retire or resign, the Withdrawn Member shall only be
entitled to the payments provided in Section 8.3.
XI
DEATH OF A MEMBER
11.1. DEATH OF A MEMBER. Upon the death of a Member, the deceased Member's
rights as Member of the Company shall cease and terminate except as
provided in this Article XI.
11.2. CONSEQUENCES OF DEATH. The Company shall purchase the Membership
Interest of the deceased Member as provided in Section 8.3, and the
closing of such purchase shall be within thirty (30) days of the notice
of such election, except in the event the Company has life insurance on
the decedent, in which event the amount and method of payment for the
Membership Interest of the deceased Member will be as provided in
Section 11.3.
11.3. INSURANCE. The Company may, but is not obligated to, contract for life
insurance on the lives of each of the Members, or any individual
Member, in any amount not disproportionate to the value of each
Member's Membership Interest. In the event of death of a Member,
insurance proceeds paid to the Company will be used to purchase the
Membership Interest of the deceased Member. The purchase price shall be
the greater of the amount determined under Section 8.3 or the amount of
insurance proceeds received by the Company. The payment of the purchase
price to the decedent's representatives or heirs shall be made within
thirty (30) days following receipt of the insurance proceeds by the
Company.
XII
SALE OF A MEMBER'S INTEREST
12.1. PROVISIONS RESTRICTING SALE OF MEMBERSHIP INTERESTS. In the event that
a Member desires to sell, assign, or otherwise transfer his or her
Membership Interest in the Company and has obtained a bona fide offer
for the sale thereof made by some person not a member of this Company,
he or she shall first offer to sell, assign, or otherwise transfer the
Membership Interest to the other Members at the price and on the same
terms as previously offered him or her, and each of the other Members
shall have the right to purchase his or her proportionate share of the
selling Member's Membership Interest. The selling Member shall
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notify the other Members of such offer by registered mail or overnight
delivery within 10 days of the receipt of the offer. Any Member which
desires to purchase his or her proportionate interest in the selling
Member's Membership Interest shall notify the selling Member in
writing, by registered mail or overnight delivery, within 30 days of
receipt of the offer from the selling Member. If any Member does not
desire to purchase the Membership Interest on such terms or at such
price and the entire Membership Interest is not purchased by the other
Members, no other Member may purchase any part of the Membership
Interest, and the selling Member may then sell, assign, or otherwise
transfer his or her entire Membership Interest in the Company to the
person making the said offer at the price offered. The intent of this
provision is to require that the entire Membership Interest of a Member
be sold intact, without fractionalization. A purchaser of a Membership
Interest of the Company shall not become a Member and shall not
participate in the management of the Company, without the unanimous
consent of the non-selling Members, but shall be entitled to receive
the share of profits, gains, losses, deductions, credits, and
distributions to which the selling Member would be entitled.
12.2 SALE OF MEMBERSHIP INTEREST TO HILTON PETROLEUM. After 12 months but
before 25 months after a Member's initial capital contribution, the
Member may sell the interest to Hilton Petroleum in exchange for shares
of Hilton Petroleum common stock. The value of the stock shall be
determined by the average closing price for the stock on the Vancouver
Stock Exchange for the 30 days immediately after Hilton Petroleum has
received notification in writing of a Member's desire to sell to Hilton
Petroleum. The number of shares issued to the selling Member shall be
the 30-day average closing price divided into the selling Member's
total investment amount.
XIII
MEMBERS' COVENANTS
13.1. MEMBER'S PERSONAL DEBTS. In order to protect the property and assets of
the Company from any claim against any Member for personal debts owed
by such Member, each Member shall promptly pay all debts owing by him
or her and shall indemnify the Company from any claim that might be
made to the detriment of the Company by any personal creditor of such
Member.
13.2. ALIENATION OF MEMBERSHIP INTEREST. No Member shall, except as provided
in Article XII, sell, assign, mortgage, or otherwise encumber his or
her Membership Interest in the Company or in its capital assets or
property; or enter into any agreement of any kind that will result in
any person, firm, or other organization becoming interested with him or
her in the Company; or do any act detrimental to the best interests of
the Company.
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XIV
ARBITRATION
14.1. ARBITRATION. Any dispute, claim, or controversy arising out of or
relating to this Agreement or the breach thereof shall be settled by
arbitration in accordance with the rules then obtaining of the American
Arbitration Association. Judgment upon the award rendered by said
arbitration may be entered in any court having jurisdiction thereof.
Costs of arbitration shall be paid by the loser. If one Member notifies
the other Member in writing of a dispute, claim, or controversy within
six (6) months of the arising of such dispute, claim, or controversy
and requests that the same be arbitrated, no legal action may then be
commenced thereon, except to obtain judgment on the arbitration award.
XV
MISCELLANEOUS PROVISIONS
15.1. INUREMENT. This Agreement shall be binding upon the parties hereto and
their respective heirs, executors, administrators, successors, and
assigns, and each person entering into this Agreement acknowledges that
this Agreement constitutes the sole and complete representation made to
him or her regarding the Company, its purpose and business, and that no
oral or written representations or warranties of any kind or nature
have been made regarding the proposed investments, nor any promises,
guarantees, or representations regarding income or profit to be derived
from any future investment.
15.2. MODIFICATION. This Agreement may be modified from time to time as
necessary only by the written agreement of the Company, acting through
the vote or consent of its Managers, and the Members.
15.3. SEVERABILITY. The provisions of this Agreement are severable and
separate, and if one or more is voidable or void by statute or rule of
law, the remaining provisions shall be severed therefrom and shall
remain in full force and effect.
15.4. GOVERNING LAW. This Agreement and its terms are to be construed
according to the laws of the State of Colorado.
15.5. COUNTERPARTS. This Agreement has been executed in counterparts and each
such counterpart shall be deemed an original of the Agreement for all
purposes.
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IN WITNESS WHEREOF, we have hereunto set our hands and seals on the day first
written above, in _______________________.
HILTON PETROLEUM GREATER SAN
XXXXXXX BASIN JOINT VENTURE LLC
By: /s/ Xxxxxx Xxxxx
-------------------------------------------
Authorized officer of Hilton
Petroleum Ltd., Manager
Members:
By: /s/ Xxxx XxXxxx
-----------------------------------------
Authorized officer of Hilton
Petroleum Ltd., attorney-in-fact for the
Members
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SCHEDULE A
Members Contribution Units of Interest
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