AMENDED AND RESTATED AGREEMENT
OF
THIS AMENDED
AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this
“Agreement”), dated as of January ___, 2006, is entered
into and executed by Regency GP LLC, a Delaware limited liability
company, as general partner, and Regency Acquisition LLC, a
Delaware limited liability company, as Organizational Limited
Partner.
The following
definitions shall for all purposes, unless otherwise clearly
indicated to the contrary, apply to the terms used in this
Agreement.
“
Certificate of Limited Partnership ” means the
Certificate of Limited Partnership filed with the Secretary of
State of the State of Delaware as described in the first sentence
of Section 2.5 as amended or restated from time to
time.
“
Delaware Act ” means the Delaware revised Uniform
Limited Partnership Act, as amended from time to time, and any
successor to such act.
“ General
Partner ” means Regency GP LLC, a Delaware limited
liability company.
“ Limited
Partner ” means the Organizational Limited Partner and
any other limited partner admitted to the Partnership from time to
time.
“
Organizational Limited Partner ” means Regency
Acquisition LLC, an Delaware limited liability company.
“
Partner ” means the General Partner or any Limited
Partner.
“
Partnership ” means Regency GP LP, a Delaware limited
partnership.
“
Percentage Interest ” means, with respect to any
Partner, the percentage of cash contributed by such Partner to the
Partnership as a percentage of all cash contributed by all the
Partners to the Partnership.
2.1
Formation . Subject to the provisions of this Agreement, the
General Partner and the Organizational Limited Partner have formed
the Partnership as a limited partnership pursuant to the provisions
of the Delaware Act. The General Partner and the Organizational
Limited Partner hereby enter into this Agreement to set forth the
rights and obligations of the Partnership and certain matters
related thereto. Except as expressly provided herein to the
contrary, the rights and obligations of the Partners and the
administration, dissolution and termination of the Partnership
shall be governed by the Delaware Act.
2.2 Name .
The name of the Partnership shall be, and the business of the
Partnership shall be conducted under the name of, “Regency GP
LP”.
2.3 Principal
Office; Registered Office.
(a) The
principal office of the Partnership shall be at 1700 Pacific,
Suite 2900, Dallas, Texas 75201 or such other place as the
General Partner may from time to time designate.
(b) The
address of the Partnership’s registered office in the State
of Delaware shall be the Corporation Trust Center, 1209 Orange
Street, Wilmington, Delaware 19801, and the name of the
Partnership’s registered agent for service of process at such
address shall be the Corporation Trust Center.
2.4 Term .
The Partnership shall continue in existence until an election to
dissolve the Partnership by the General Partner.
2.5
Organizational Certificate . A Certificate of Limited
Partnership of the Partnership has been filed by the General
Partner with the Secretary of State of the State of Delaware as
required by the Delaware Act. The General Partner shall cause to be
filed such other certificates or documents as may be required for
the formation, operation and qualification of a limited partnership
in the State of Delaware and any state in which the Partnership may
elect to do business. The General Partner shall thereafter file any
necessary amendments to the Certificate of Limited Partnership and
any such other certificates and documents and do all things
requisite to the maintenance of the Partnership as a limited
partnership (or as a partnership in which the Limited Partners have
limited liability) under the laws of Delaware and any state or
jurisdiction in which the Partnership may elect to do
business.
2.6 Partnership
Interests . Effective as of the date hereof, the General
Partner shall have a 0.001% Percentage Interest and the
Organizational Limited Partner shall have a 99.999% Percentage
Interest.
The purpose and
business of the Partnership shall be to engage in any lawful
activity for which limited partnerships may be organized under the
Delaware Act.
At or around the
date hereof, the Organizational Limited Partne
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