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Document Preview Limited Liability Company Agreement |
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Title: |
Limited Liability Company Agreement |
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Entities: |
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Date: |
2006 |
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Preview shows 7KB of 23KB total |
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Price: |
$39 |
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ID: |
#2683048 |
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LIMITED LIABILITY COMPANY AGREEMENT
OF
GOLDEN EAGLE SHIPPING LLC
A MARSHALL ISLANDS LIMITED LIABILITY COMPANY
================================================================================
TABLE OF CONTENTS
1 DEFINED TERMS ......................................................... 1
2 ORGANIZATION .......................................................... 2
2.1 Formation ........................................................ 2
2.2 Name ............................................................. 2
2.3 Purpose .......................................................... 2
2.4 Registered Office; Registered Agent .............................. 3
2.5 Principal Office ................................................. 3
2.6 Term ............................................................. 3
2.7 Authorized LLC Shares; Vote ...................................... 3
3 CAPITAL CONTRIBUTIONS ................................................. 3
3.1 Capital Contributions ............................................ 3
3.2 No Interest on Capital Contributions ............................. 3
4 MANAGEMENT ............................................................ 4
4.1 Management By Member ............................................. 4
4.2 Delegation of Authority and Duties ............................... 5
5 LIABILITY, EXCULPATION AND INDEMNIFICATION ............................ 5
5.1 Liability ........................................................ 5
5.2 Exculpation ...................................................... 5
5.3 Indemnification .................................................. 6
5.4 Expenses ......................................................... 6
5.5 Severability ..................................................... 6
5.6 No Third Party Rights ............................................ 6
6 DISTRIBUTIONS ......................................................... 7
6.1 Distributions/Available Cash ..................................... 7
7 BOOKS AND RECORDS; FISCAL YEAR; TAX MATTERS ........................... 7
7.1 Books and Records ................................................ 7
7.2 Fiscal Year ...................................................... 7
7.3 Tax Matters ...................................................... 7
8 MISCELLANEOUS ......................................................... 7
8.1 Complete Agreement ............................................... 7
8.2 Governing Law .................................................... 7
8.3 Headings ......................................................... 8
8.4 Severability ..................................................... 8
8.5 Amendment ........................................................ 8
Schedule 1: Ownership of LLC Shares
-i-
LIMITED LIABILITY COMPANY AGREEMENT
This Limited Liability Company Agreement (the "Agreement") of GOLDEN EAGLE
SHIPPING LLC (the "Company"), is made and entered into effective as of the 30th
day of October, 2006, by Eagle Bulk Shipping Inc., a corporation organized under
the laws of the Republic of the Marshall Islands (the "Member").
RECITALS
WHEREAS, the Member is the sole Member of the Company and desires to
organize the Company and provide for the management of the Company and its
affairs and for the conduct of its business.
NOW, THEREFORE, it is agreed as follows:
1 DEFINED TERMS
The terms used in this Agreement, with their initial letters capitalized,
shall, unless the context thereof otherwise requires, have the meanings
specified in this Article 1. The singular shall include the plural and the
masculine gender shall include the feminine and neuter, and vice versa, as the
context requires. When used in this Agreement, the following terms shall have
the meanings set forth below:
(a) "Act" shall mean the Limited Liability Company Act of 1996 of the
Republic of the Marshall Islands, as the same may be amended from
time to time.
(b) "Affiliate" shall mean, with respect to a specified Person, any
Person that directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common
control with the specified Person. As used in this definition,
the term "control" means the possession, directly or indirectly,
of the power to direct or cause the direction of the management
and policies of a Person, whether through ownership of voting
securities, by contract or otherwise
(c) "Agreement" shall mean this Limited Liability Company Agreement
as originally executed and as amended, modified, supplemented or
restated from time to time in accordance with the terms of this
Agreement.
(d) "Business" shall mean engaging in any lawful business, purpose or
activity permitted by the Act.
(e) "Certificate" shall mean the Certificate of Formation filed
pursuant to the Act with the Republic of the Marshall Islands
Registrar of Corporations pursuant to which the Company was
organized as a Marshall Islands limited liability company.
(f) "Company" shall have the meaning set forth in the preamble.
(g) "Covered Person" means the Member, an Affiliate of the Member,
any officer, director, shareholder, partner, member, employee,
representative or agent of the Member or any of their respective
Affiliates, or any current or former officer, employee or agent
of the Company or any of its Affiliates.
(h) "LLC Shares" shall mean the aggregate limited liability company
interests of the Company authorized to be issued pursuant to this
Agreement.
(i) "Member" shall have the meaning set forth in the preamble and
shall have the same meaning as the term "member" under the Act.
(j) "Person" shall mean a natural person, corporation, partnership,
joint venture, trust, estate, unincorporated association, limited
liability company, or any other juridical entity.
2 ORGANIZATION
2.1 Formation.
The Company was formed as a limited liability company under the Act on
October 30, 2006, by the filing of the Certificate with the office of the
Marshall Islands Registrar of Corporations. Any and all actions in connection
with such formation are hereby ratified, confirmed and approved.
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