This LLC Operating Agreement involves
Title: AMENDED AND RESTATED OPERATING AGREEMENT FOR U.S. UNITED BULK TERMINAL, LLC
Governing Law: Louisiana Date: 3/31/2010
AMENDED AND RESTATED OPERATING AGREEMENT
U.S. UNITED BULK TERMINAL, LLC
This Amended and Restated Operating Agreement (this “ Agreement ”) of U.S. United Bulk Terminal, LLC, a Louisiana limited liability company (the “ Company ”), has been executed as of November 30, 2007, by United Maritime Group, LLC, as the sole member of the Company (the “ Managing Member ”), and the Company. The Managing Member and any other Members admitted from time to time in accordance with the terms hereof are individually referred to herein as a “ Member ” and collectively referred to herein as the “ Members ”.
WHEREAS, on December 14, 2000, the Company was formed as a limited liability company under the Louisiana Limited Liability Company Law, La. R.S. 12:1301, et seq. (the “ Act ”), by the filing of the Articles of Organization of the Company with the Secretary of State of the State of Louisiana on such date under the name Electro-Coal Transfer, L.L.C.; and
WHEREAS, on December 14, 2000, the Company entered into that certain Operating Agreement (the “ Operating Agreement ”) for Electro-Coal Transfer, L.L.C.; and
WHEREAS, on January 31, 2002, the Company adopted and filed Amended and Restated Articles of Organization, which among other things changed the name of the Company to “TECO Bulk Terminal, L.L.C.”; and
WHEREAS, on November 30, 2007, the Company filed Articles of Amendment to the Amended and Restated Articles of Organization (the “ Articles ”), which among other things changed the name of the Company to “U.S. United Bulk Terminal, LLC”; and
WHEREAS, the Managing Member wishes amend and restate the Operating Agreement and to set forth, among other things, how the business and affairs of the Company shall be managed.
NOW, THEREFORE, the undersigned hereby agree to amend and restate the Operating Agreement so that it provides, in its entirety, as follows:
1. Name . The name of the limited liability company is U.S. United Bulk Terminal, LLC. The business of the Company may be conducted under any other name deemed necessary or desirable by the Managing Member in order to comply with law. The undersigned resolves that the rights and liabilities of the Company shall be as provided in the Act for members except as provided herein.
2. Business . The Company is formed for the object and purpose of, and the Company’s business is, to engage in any and all lawful acts and activities for which limited
liability companies may be organized under the Act and to engage in any and all activities necessary or incidental to the foregoing.
3. Principal Place of Business . The principal office of the Company shall be located at 702 N. Franklin Street, Tampa, Florida 33602, or such other place as the Managing Member may designate from time to time.
4. Duration . The Company shall continue in existence perpetually unless the Company is dissolved and its affairs wound up in accordance with the Act or this Agreement. The Managing Member may terminate this Agreement and dissolve the Company at any time.
5. Members . Unless other members are admitted pursuant to the terms hereof, the Managing Member shall be the only member of the Company.
6. Management . 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 Managing Member and the Managing Member may make all decisions and take all actions for the Company as in its sole discretion it deems necessary or appropriate to carry out the purposes for which the Company is being formed under this Agreement and to further the interests of the Company and its Members.
7. Capital Contributions . Capital contributions shall be made in cash or in other assets as may be agreed by the Managing Member.
8. Allocations of Profits and Losses/Distributions . All profits and losses of the Company shall be allocated to the Managing Member. All distributions by the Company shall be allocated in the same proportion as profits and losses.
9. Tax Status . It is intended that the Company shall be treated as a partnership for federal, state, and local income tax purposes, and the Managing Member shall take all action necessary to qualify for and receive such tax treatment.
10. New Members/Transfers . New members of the Company may be admitted only with the written consent of the Managing Member. In the event of such admission, this Agreement shall be amended and/or restated, as determined by the Managing Member, in its sole discretion.
11. Limited Liability of Members . The Members, including the Managing Member, shall not be liable for any debts, obligations or liabilities of the Company.
12. Certificates .
(a) Certificates . The Company shall issue one or more certificates in the name of each member certifying that the member named therein is a member on the books and records of the Company. Upon the transfer of a membership interest in the Company, the Company shall issue a replacement certificate according to procedures that the Managing Member may establish. Such certificates shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code of