EAGLE ROCK ENERGY GP,
L.P.
THIS AGREEMENT
OF LIMITED PARTNERSHIP (this “ Agreement ”),
dated as of May 25, 2006, is entered into and executed by
Eagle Rock Energy G&P, LLC, a Delaware limited liability
company, as general partner, and Eagle Rock Holdings, L.P., a
Delaware limited partnership, 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 Eagle Rock Energy G&P, 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 Eagle
Rock Holdings, L.P., a Delaware limited liability
partnership.
“Partner ” means the General Partner or any
Limited Partner.
“Partnership ” means Eagle Rock Energy GP, L.P.,
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, “Eagle Rock
Energy GP, L.P.”.
2.3 Principal
Office; Registered Office.
(a) The
principal office of the Partnership shall be at 14950 Heathrow
Forest Parkway, Suite 111, Houston, Texas 77032 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 Company, 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 Company.
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
|
