Exhibit 3.6
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
ECLIPSE RESOURCES I, LP
This Second Amended and Restated Agreement of Limited Partnership of Eclipse Resources I, LP, a Delaware limited partnership, dated as of June 24, 2014 (this “Agreement”), is made and entered into by and among Eclipse GP, LLC, a Delaware limited liability company, as general partner (the “General Partner”), and Eclipse Resources Corporation, a Delaware corporation, as the sole limited partner (the “Limited Partner”). The General Partner and the Limited Partner are sometimes referred to collectively herein as the “Partners.”
RECITALS:
1. Reference is herein made to that certain Amended and Restated Agreement of Limited Partnership of Eclipse Resources I, LP, a Delaware limited partnership (the “Partnership”), dated as of June 10, 2013, as amended (the “Existing Agreement”).
2. Pursuant to the Master Reorganization Agreement, dated as of June 6, 2014, by and among the Partnership, the General Partner, the Limited Partner, EnCap Energy Capital Fund VIII, L.P., EnCap Energy Capital Fund VIII Co-Investors, L.P., EnCap Energy Capital Fund IX, L.P., CKH Partners II, L.P., The Hulburt Family II Limited Partnership, Kirkwood Capital, L.P., Eclipse Management, L.P., Eclipse Resources Holdings, L.P., Benjamin W. Hulburt, Christopher K. Hulburt, and Thomas S. Liberatore, (i) the outstanding limited partner interests in the Partnership and the outstanding membership interests in the General Partner were contributed to the Limited Partner as of June 24, 2014, (ii) the Partnership admitted the Limited Partner as the sole limited partner of the Partnership, and (iii) the General Partner and the Limited Partner agreed to enter into this Agreement and be bound by the terms, conditions and provisions hereof.
AGREEMENT:
NOW, THEREFORE in consideration of the foregoing Recitals and the mutual covenants and agreements contained herein, the parties hereto do hereby amend and restate the Existing Agreement as follows:
Section 1Formation. The Partnership has been formed as a limited partnership pursuant to the provisions of the Delaware Revised Uniform Limited Partnership Act (as amended, the “Partnership Act”). The Partners agree that the rights and obligations of the Partners from and after the date hereof with respect to the Partnership will be determined in accordance with the terms and provisions of this Agreement and, except where the Partnership Act provides that such rights and obligations specified in the Partnership Act shall apply “unless otherwise provided in a partnership agreement” or words of similar effect and such rights and obligations are set forth in this Agreement, the Partnership Act.
Section 2Name. The name of the Partnership is “Eclipse Resources I, LP.”
Section 3Purpose. The Partnership is organized to transact any or all lawful business for which limited partnerships may be organized under the Partnership Act.
Section 4Registered Office. The registered office of the Partnership in the State of Delaware is as set forth in the Certificate of Limited Partnership filed with the Secretary of State of Delaware on January 20, 2011 (the “Certificate”), or such other office as designated by the General Partner.
Section 5Registered Agent. The registered agent of the Partnership is set forth in the Certificate, or such other person as designated by the General Partner.
Section 6Principal Office. The address of the principal office of the Partnership is 2121 Old Gatesburg Road, Suite 110, State College, Pennsylvania 16803, or such other location determined by the General Partner.
Section 7Partners. The names and the business, residence or mailing addresses of the General Partner and the Limited Partner are as follows:
General Partner
Eclipse GP, LLC
c/o Eclipse Resources Corporation
2121 Old Gatesburg Road, Suite 110
State College, Pennsylvania 16803
Attention: Christopher K. Hulburt
Limited Partner
Eclipse Resources Corporation
2121 Old Gatesburg Road, Suite 110
State College, Pennsylvania 16803
Attention: Christopher K. Hulburt
Section 8Powers. The powers of the General Partner include all powers, statutory and otherwise, possessed by general partners under the laws of the State of Delaware.
Section 9Election of Officers; Delegation of Authority. The General Partner may, from time to time, designate one or more officers with such titles as may be designated by the General Partner to act in the name of the Partnership with such authority as may be delegated to such officers by the General Partner. Any such officer shall act pursuant to such delegated authority until such officer is removed by the General Partner. Any action taken by an officer designated by the General Partner pursuant to authority delegated to such officer shall constitute the act of and serve to bind the Partnership. Persons dealing with the Partnership are entitled to rely conclusively on the power and authority of any officer set forth in this Agreement and any instrument designating such officer and the authority delegated to him or her. The individuals serving as officers of the Partnership immediately prior to the adoption of this Agreement shall continue to serve as such and with the same responsibilities until otherwise determined by the General Partner.
Section 10Term. The Partnership commenced business on the date of the original filing of the Certificate. The Partnership shall dissolve, and its affairs shall be wound up, at such earlier time as (a) all of the Partners of the Partnership approve in writing, (b) the Partnership sells or otherwise disposes of its interest in all or substantially all of its property, (c) an event of withdrawal of the General Partner has occurred under the Partnership Act, or (d) an entry of a decree of judicial dissolution has occurred under the Partnership Act.
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Section 11Capital Contributions. With the approval of the General Partner, the Partners may make capital contributions to the Partnership from time to time, but shall be obligated to do so only if, when, and to the extent they agree in writing to do so.
Section 12Tax Status; Income and Deductions. It is the intention of the Partnership and the Partners that the Partnership be treated as a disregarded entity for federal and all relevant state tax purposes and neither the Partnership nor the Partners shall take any action or make any election which is inconsistent with such tax treatment. All provisions of this Agreement are to be construed so as to preserve the Partnership’s tax status as a disregarded entity. All items of income, gain, loss, deduction and credit of the Partnership (including, without limitation, items not subject to federal or state income tax) shall be treated for federal and all relevant state income tax purposes as items of income, gain, loss, deduction and credit of the Limited Partner.
Section 13Distributions. At the time determined by the General Partner, the General Partner shall cause the Partnership to distribute any cash held by it which is not reasonably necessary for the operation of the Partnership. Cash available for distribution shall be distributed to the Limited Partner.
Section 14Assignments. No Partner may assign all or any part of its interest in the Partnership without the consent of the other Partners.
Section 15Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, all rights and remedies being governed by said laws.
Section 16Notices. All notices or other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be given to the addressee Partner in person or at the address recited below such Partner’s name inSection 7, or at any other address of which such Partner has given written notice to the General Partner.
Section 17Successors and Assigns. This Agreement, and all of the terms, provisions and conditions hereof, shall be binding upon and shall inure to the benefit of the Partners, and their respective legal representatives, heirs, successors and assigns.
Section 18Entire Agreement. This Agreement contains the entire agreement among the Partners relating to the subject matter hereof and all prior agreements relative thereto that are not contained herein are terminated. Amendments hereto shall be effective only if contained in a written instrument duly executed by all Partners.
Section 19Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original but all of which shall constitute but one instrument.
Section 20Gender and Number. Whenever required by the context, as used in this Agreement, the singular number shall include the plural and the masculine, feminine or neuter gender shall include all other genders.
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IN WITNESS WHEREOF, the undersigned, intending to be bound hereby, have duly executed this Agreement as of the date first written above.
| GENERAL PARTNER: | ||
| ECLIPSE GP, LLC | ||
| a Delaware limited liability company | ||
| By: | Eclipse Resources Corporation, | |
sole managing member of Eclipse GP, LLC | ||
| By: | /s/ Christopher K. Hulburt | |
| Name: Christopher K. Hulburt | ||
| Title: Executive Vice President, Secretary and General Counsel | ||
| LIMITED PARTNER: | ||
ECLIPSE RESOURCES CORPORATION, a Delaware corporation | ||
| By: | /s/ Christopher K. Hulburt | |
| Name: Christopher K. Hulburt | ||
| Title: Executive Vice President, Secretary and General Counsel | ||
[Second Amended and Restated Limited Partnership Agreement of Eclipse Resources I, LP]