LIMITED PARTNERSHIP AGREEMENT OF MEMORIAL PRODUCTION PARTNERS LP
Exhibit 3.2
THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of April 27, 2011 (this “Agreement”), is made,
executed and agreed to by Memorial Production Partners GP LLC, a Delaware limited liability
company, as general partner, and Memorial Resource Development LLC, a Delaware limited liability
company, as Organizational Limited Partner.
ARTICLE I DEFINITIONS
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, supplemented or restated from time to time.
“Delaware Act” means the Delaware Revised Uniform Limited Partnership Act, as amended,
supplemented or restated from time to time, and any successor to such act.
“General Partner” means Memorial Production Partners GP LLC, a Delaware limited liability
company and its successors and permitted assigns that are admitted to the Partnership as general
partner of the Partnership, in its capacity as general partner of the Partnership (except as the
context otherwise requires).
“Limited Partner” means the Organizational Limited Partner, in its capacity as a limited
partner pursuant to this Agreement, and any other limited partner admitted to the Partnership from
time to time.
“Organizational Limited Partner” means Memorial Resource Development LLC, a Delaware limited
liability company.
“Partner” means the General Partner or any Limited Partner.
“Partnership” means Memorial Production Partners 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.
ARTICLE II ORGANIZATIONAL MATTERS
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. This Agreement shall be deemed to have become
effective upon the formation of the Partnership (the “Effective Date”).
2.2 Name. The name of the Partnership shall be, and the business of the Partnership shall be
conducted under the name “Memorial Production Partners LP.” The Partnership’s business may be
conducted under any other name or names as determined by the General Partner, including the name of
the General Partner. The words “Limited Partnership,” “LP,” “L.P.,” “Ltd.” or similar words or
letters shall be included in the Partnership’s name where necessary for the purpose of complying
with the laws of any jurisdiction that so requires. The General Partner may change the name of the
Partnership at any time and from time to time and shall notify the Limited Partner of such change
in the next regular communication to the Limited Partner.
2.3 Principal Office; Registered Office; Registered Agent.
(a) The principal office of the Partnership shall be at 0000 XxXxxxxx Xxxxxx, Xxxxx
0000, Xxxxxxx, Xxxxx 00000 or such other place as the General Partner may from time to time
designate.
(b) Unless and until changed by the General Partner, the address of the Partnership’s
registered office in the State of Delaware shall be 000 Xxxxx XxXxxx Xxxxxxx, Xxxxx,
Xxxxxxxx 00000, and the name of the Partnership’s registered agent for service of process at
such address shall be National Corporate Research, Ltd.
2.4 Term. The Partnership shall continue in existence until the dissolution of the Partnership
in accordance with the provisions of Article VII.
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
0.1% general partner Percentage Interest and the Organizational Limited Partner shall have a 99.9%
limited partner Percentage Interest.
2.7 Capital Contributions. As of the Effective Date, and as consideration for the issuance of
partnership interests described in Section 2.6, the Organizational Limited Partner contributed to
the Partnership $999 in cash and the General Partner contributed to the Partnership $1 in cash.
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ARTICLE III PURPOSE
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.
ARTICLE IV CAPITAL ACCOUNT ALLOCATIONS
4.1 Capital Accounts. The Partnership shall maintain a capital account for each of the
Partners in accordance with the regulations issued pursuant to Section 704 of the Internal Revenue
Code of 1986, as amended (the “Code”), and as determined by the General Partner as consistent
therewith.
4.2 Allocations. For federal income tax purposes, each item of income, gain, loss, deduction
and credit of the Partnership shall be allocated among the Partners in accordance with their
Percentage Interests, except that the General Partner shall have the authority to make such other
allocations as are necessary and appropriate to comply with Section 704 of the Code and the
regulations pursuant thereto.
4.3 Distributions. From time to time, but not less often than quarterly, the General Partner
shall review the Partnership’s accounts to determine whether distributions are appropriate. The
General Partner may make such cash distribution as it, in its sole discretion, may determine
without being limited to current or accumulated income or gains from any Partnership funds,
including, without limitation, Partnership revenues, capital contributions or borrowed funds;
provided, however, that no such distribution shall be made if, after giving effect thereto, the
liabilities of the Partnership exceed the fair market value of the assets of the Partnership. In
its sole discretion, the General Partner may, subject to the foregoing proviso, also distribute to
the Partners other Partnership property, or other securities of the Partnership or other entities.
All distributions by the General Partner shall be made in accordance with the Percentage Interests
of the Partners.
ARTICLE V MANAGEMENT AND OPERATIONS OF BUSINESS
Except as otherwise expressly provided in this Agreement, all powers to control and manage the
business and affairs of the Partnership shall be vested exclusively in the General Partner; the
Limited Partner shall not have any power to control or manage the Partnership.
ARTICLE VI RIGHTS AND OBLIGATIONS OF LIMITED PARTNER
The Limited Partner shall have no liability under this Agreement except as provided in Article
IV.
ARTICLE VII DISSOLUTION AND LIQUIDATION
The Partnership shall be dissolved, and its affairs shall be wound up, upon (1) the election
of the General Partner to do so; (2) the sale, exchange, or other disposition of all or
substantially all of the Partnership assets and properties and Partnership subsidiaries; (3) the
entry of a decree of judicial dissolution of the Partnership; or (4) the withdrawal or removal of
the General Partner or any other event that results in its ceasing to be the General Partner.
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ARTICLE VIII AMENDMENT OF PARTNERSHIP AGREEMENT
The General Partner may amend any provision of this Agreement without the consent of the
Limited Partner and may execute, swear to, acknowledge, deliver, file and record whatever documents
may be required in connection therewith.
ARTICLE IX GENERAL PROVISIONS
9.1 Addresses and Notices. Any notice to the Partnership, the General Partner or the Limited
Partner shall be deemed given if received by it in writing at the principal office of the
Partnership designated pursuant to Section 2.3(a).
9.2 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their successors and assigns.
9.3 Integration. This Agreement constitutes the entire agreement among the parties pertaining
to the subject matter hereof and supersedes all prior agreements and understandings pertaining
thereto.
9.4 Severability. If any provision of this Agreement is or becomes for any reason invalid,
illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining
provisions hereof, or of such provision in other respects, shall not be affected thereby and this
Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such
invalid, illegal or unenforceable provision had never been contained herein, and such provision
reformed so that it would be valid, legal and enforceable to the maximum extent possible.
9.5 Applicable Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware.
9.6 Counterparts. This Agreement may be executed in counterparts, all of which together shall
constitute an agreement binding on all the parties hereto, notwithstanding that all such parties
are not signatories to the original or the same counterpart.
[Signature Page Follows]
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IN WITNESS WHEREOF, this Agreement has been duly executed by the General Partner and the
Organizational Limited Partner as of the date first set forth above.
| GENERAL PARTNER: Memorial Production Partners GP LLC |
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| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxxx | |||
| Title: | President and Chief Executive Officer | |||
| ORGANIZATIONAL LIMITED PARTNER: Memorial Resource Development LLC |
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| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxxx | |||
| Title: | President and Chief Executive Officer | |||
[Signature Page to Limited Partnership Agreement of Memorial Production Partners LP]
