Agreement Of Limited Partnership Sample Contracts

Essential Properties Realty Trust, Inc. – AGREEMENT OF LIMITED PARTNERSHIP OF ESSENTIAL PROPERTIES, L.P. A Delaware Limited Partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE PARTNERSHIP AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE PARTNERSHIP, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITI (June 14th, 2018)
Alliance Holdings Gp L.P. – Amendment No. 1 to Amended and Restated Agreement of Limited Partnership of Alliance Resource Operating Partners, L.P. (June 6th, 2018)

This Amendment No. 1 (the Amendment) to the Amended and Restated Agreement of Limited Partnership of Alliance Resource Operating Partners, L.P., a Delaware limited partnership (the Partnership), is entered into and executed by MGP II, LLC, a Delaware limited liability company (MGP II), effective this 31st day of May 2018.

Alliance Resource Partners, L.P. – Amendment No. 1 to Amended and Restated Agreement of Limited Partnership of Alliance Resource Operating Partners, L.P. (June 6th, 2018)

This Amendment No. 1 (the Amendment) to the Amended and Restated Agreement of Limited Partnership of Alliance Resource Operating Partners, L.P., a Delaware limited partnership (the Partnership), is entered into and executed by MGP II, LLC, a Delaware limited liability company (MGP II), effective this 31st day of May 2018.

Phillips Edison Grocery Center REIT III, Inc. – First Amendment to Agreement of Limited Partnership of Phillips Edison Grocery Center Operating Partnership Iii, L.P. (May 16th, 2018)

This FIRST AMENDMENT to the AGREEMENT OF LIMITED PARTNERSHIP OF PHILLPS EDISON GROCERY CENTER OPERATING PARTNERSHIP III, L.P. (this "Amendment") is made effective as of May 8, 2018 by Phillips Edison Grocery Center OP GP III, LLC, a Delaware limited liability company (the "General Partner"). Capitalized terms used but not defined herein will have the meanings ascribed to such terms in the Partnership Agreement (as defined below).

Viper Energy Partners LP – Second Amended and Restated Agreement of Limited Partnership (May 15th, 2018)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VIPER ENERGY PARTNERS LP, dated as of May 9, 2018 (the "Second A&R Date"), is executed by VIPER ENERGY PARTNERS GP LLC, a Delaware limited liability company, as the General Partner, as provided herein.

Boston Capital Tax Credit Fund Iv Lp – Third Amendment to Agreement of Limited Partnership of Boston Capital Tax Credit Fund Iv L.P. (May 8th, 2018)

This Third Amendment (this "Third Amendment") to Agreement of Limited Partnership of Boston Capital Tax Credit Fund IV L.P. (the "Partnership") dated as of December 16, 1993, as amended (the "Partnership Agreement") is entered into effective as of May 3, 2018 by and between Boston Capital Associates L.P., as general partner (the "General Partner") and BCTC IV Assignor Corp., as assignor limited partner (the "Assignor Limited Partner")

Boston Capital Tax Credit Fund V Lp – First Amendment to Agreement of Limited Partnership of Boston Capital Tax Credit Fund v L.P. (May 8th, 2018)

This First Amendment (this "First Amendment") to Agreement of Limited Partnership of Boston Capital Tax Credit Fund V L.P. (the "Partnership") dated as of October 15, 2003, as amended (the "Partnership Agreement") is entered into effective as of May 3, 2018 by and between Boston Capital Associates V L.L.C., as general partner (the "General Partner") and BCTC V Assignor Corp., as assignor limited partner (the "Assignor Limited Partner")

Boston Capital Tax Credit Fund III L P – First Amendment to Agreement of Limited Partnership of Boston Capital Tax Credit Fund Iii L.P. (May 8th, 2018)

This First Amendment (this "First Amendment") to Agreement of Limited Partnership of Boston Capital Tax Credit Fund III L.P. (the "Partnership") dated as of January 27, 1992 (the "Partnership Agreement") is entered into effective as of May 3, 2018 by and between Boston Capital Associates III L.P., as general partner (the "General Partner") and BCTC III Assignor Corp., as assignor limited partner (the "Assignor Limited Partner")

Amendment to Amended Agreement of Limited Partnership to Authorize Special Allocations (May 3rd, 2018)

This Amendment to the Amended Agreement of Limited Partnership of PS Business Parks, L.P., a California limited partnership (the "Partnership"), dated as of January 1, 2017, amends the Agreement of Limited Partnership of the Partnership dated as of March 17, 1998, as previously amended, by and among PS Business Parks, Inc. (the "General Partner") and all of the Limited Partners, who are described in the attached Exhibit A (the "Partnership Agreement").

PS Business Parks, Inc. – Amendment to Amended Agreement of Limited Partnership to Authorize Special Allocations (May 3rd, 2018)

This Amendment to the Amended Agreement of Limited Partnership of PS Business Parks, L.P., a California limited partnership (the "Partnership"), dated as of January 1, 2017, amends the Agreement of Limited Partnership of the Partnership dated as of March 17, 1998, as previously amended, by and among PS Business Parks, Inc. (the "General Partner") and all of the Limited Partners, who are described in the attached Exhibit A (the "Partnership Agreement").

Cedar Fair Entertainment Company – First Amendment to Sixth Amended and Restated Agreement of Limited Partnership of Cedar Fair, L.P. (April 10th, 2018)

WHEREAS, the SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Cedar Fair, L.P., dated as of October 27, 2011 (Partnership Agreement), was entered by and among Cedar Fair Management, Inc. an Ohio corporation, as General Partner, and all Persons who are Limited Partners as of such date, together with the Persons who become Partners as provided herein; and

USA Compression Partners Lp – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of USA COMPRESSION PARTNERS, LP a Delaware Limited Partnership Dated as of April 2, 2018 (April 6th, 2018)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF USA COMPRESSION PARTNERS, LP, dated as of April 2, 2018, is entered into by and among USA Compression GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein.

Cherry Hill Mortgage Investment Corp – SECOND AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF CHERRY HILL OPERATING PARTNERSHIP, LP DESIGNATION OF ADDITIONAL 8.20% SERIES a CUMULATIVE REDEEMABLE PREFERRED UNITS April 5, 2018 (April 5th, 2018)

Pursuant to Sections 4.02 and 11.01 of the Agreement of Limited Partnership of Cherry Hill Operating Partnership, LP, as amended by that certain First Amendment to the Agreement of Limited Partnership of Cherry Hill Operating Partnership, LP (the "Partnership Agreement"), the General Partner hereby amends the Partnership Agreement as follows:

Phillips Edison Grocery Center REIT III, Inc. – First Amendment to Agreement of Limited Partnership of Phillips Edison Grocery Center Operating Partnership Iii, L.P. (March 13th, 2018)

This FIRST AMENDMENT to the AGREEMENT OF LIMITED PARTNERSHIP OF PHILLPS EDISON GROCERY CENTER OPERATING PARTNERSHIP III, L.P. (this "Amendment") is made effective as of _________, 2018 by Phillips Edison Grocery Center OP GP III, LLC, a Delaware limited liability company (the "General Partner"). Capitalized terms used but not defined herein will have the meanings ascribed to such terms in the Partnership Agreement (as defined below).

Buckeye Partners L.P. – Amendment No. 6 to Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. (March 5th, 2018)

THIS AMENDMENT NO. 6 to the AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BUCKEYE PARTNERS, L.P. (this Amendment), dated as of March 2, 2018, is entered into and effectuated by Buckeye GP LLC, a Delaware limited liability company, as the General Partner, pursuant to authority granted to it in Sections 4.3 and 15.1 of the Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P., dated as of November 19, 2010, as amended (the Partnership Agreement). Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

HIGHLY CONFIDENTIAL & TRADE SECRET BLACKSTONE REAL ESTATE DEBT STRATEGIES ASSOCIATES II L.P. AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Dated February 15, 2018 Effective as of April 17, 2013 (March 1st, 2018)

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated February 15, 2018 and effective as of April 17, 2013 of Blackstone Real Estate Debt Strategies Associates II L.P., a Delaware limited partnership (the Partnership), by and between BREDS II GP L.L.C., a Delaware limited liability company (the General Partner), Christopher J. James (the Initial Limited Partner), as initial limited partner, and the limited partners listed in the books and records of the Partnership, as limited partners.

HIGHLY CONFIDENTIAL & TRADE SECRET BLACKSTONE REAL ESTATE DEBT STRATEGIES ASSOCIATES III L.P. AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Dated February 15, 2018 Effective as of July 25, 2016 (March 1st, 2018)

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated February 15, 2018 and effective as of July 25, 2016 of Blackstone Real Estate Debt Strategies Associates III L.P., a Delaware limited partnership (the Partnership), by and between BREDS III GP L.L.C., a Delaware limited liability company (the General Partner) and the limited partners listed in the books and records of the Partnership, as limited partners.

Education Realty Operating Partnership L P – Agreement of Limited Partnership of Education Realty Operating Partnership, Lp (February 27th, 2018)

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, executed on February 22, 2018 (the "Agreement"), is entered into by and among Education Realty OP GP, Inc., a Delaware corporation, as the General Partner (as hereinafter defined), and the Persons whose names are set forth on the Partner Registry (as hereinafter defined) as Limited Partners, together with any other Persons who become Partners in Education Realty Operating Partnership, LP (the "Partnership") as provided herein.

Lasalle Hotel Properties – First Amendment to the Amended and Restated Agreement of Limited Partnership of LaSalle Hotel Operating Partnership, L.P. (February 20th, 2018)

This Amendment is made as of March 6, 2002 by and among LaSalle Hotel Properties, a Maryland real estate investment trust, as the general partner (the "Trust" or the "General Partner") of LaSalle Hotel Operating Partnership, L.P., a Delaware limited partnership (the "Partnership"), and as attorney-in-fact for the Persons named on Exhibit A to the Agreement of Limited Partnership of LaSalle Hotel Operating Partnership, L.P., dated as of April 29, 1998 (the "Partnership Agreement") for the purpose of amending the Partnership Agreement. Capitalized terms used herein and not defined shall have the meanings given to them in the Partnership Agreement.

Lasalle Hotel Properties – AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LASALLE HOTEL OPERATING PARTNERSHIP, L.P. Dated as of April 29, 1998 (February 20th, 2018)

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of April 29, 1998, is entered into by and among LaSalle Hotel Properties, a Maryland real estate investment trust, as the General Partner, and the Persons whose names are set forth on Exhibit A hereto as Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein.

Silver Run Acquisition Corp II – AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SRII OPCO, LP Dated as of February 9, 2018 (February 9th, 2018)

This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this Agreement) of SRII Opco, LP, a Delaware limited partnership (the Partnership), dated as of February 9, 2018, is adopted, executed and agreed to by and among SRII Opco GP, LLC, a Delaware limited liability company, as the sole general partner of the Partnership, and each of the Limited Partners (as defined herein) set forth on the signature pages hereto.

Industrial Property Trust Inc. – First Amendment to Agreement of Limited Partnership of Build-To-Core Industrial Partnership Ii Lp (February 6th, 2018)

THIS FIRST AMENDMENT (this Amendment) to the Agreement of Limited Partnership of Build-To-Core Industrial Partnership II LP, a Delaware limited partnership (the Partnership), is entered into and shall be effective as of January 31, 2018 (the Effective Date), by and among (a) IPT BTC II GP LLC, a Delaware limited liability company, as general partner (the General Partner); (b) IPT BTC II LP LLC, a Delaware limited liability company, as a limited partner (the IPT Limited Partner and, together with the General Partner, collectively, the IPT Partners); (c) Industrial Property Advisors Sub IV LLC, a Delaware limited liability company (the Special Limited Partner), as a limited partner; (d) BCG BTC II Investors LLC, a Delaware limited liability company (the BCIG Limited Partner) , as a limited partner; (e) bcIMC (WCBAF) Realpool Global Investment Corporation, a Canadian corporation, as a limited partner (QuadReal WCBAF); (f) bcIMC (College) US Realty Inc., a Canadian corporation, as a limite

Teekay Offshore Partners Lp – Sixth Amended and Restated Agreement of Limited Partnership of Teekay Offshore Partners L.P. (January 23rd, 2018)

THIS SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY OFFSHORE PARTNERS L.P., dated as of January 23, 2018, is entered into by and between Teekay Offshore GP L.L.C., a Marshall Islands limited liability company, as the General Partner, and, solely with respect to Section 16.5(b), Teekay Holdings Limited, a Bermuda company, and Brookfield TK TOGP L.P., a Bermuda limited partnership, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties agree as follows:

Homeownusa – Amendment to Agreement of Limited Partnership Of (December 29th, 2017)

This Amendment (this "Amendment") to the Agreement of Limited Partnership (the "Partnership Agreement") of 150 CCM Black Oak, Ltd. (the "Company"), dated as of September 25, 2017, is hereby adopted by 150 Black Oak GP, Inc., a Texas corporation, whose address is 340 North Sam Houston Parkway East, Suite 140, Houston, Texas 77060, as general partner ("General Partner"), and each of the individuals or entities whose names are set forth on the Amended Exhibit A attached to this Amendment as limited partners (the "Limited Partners"). Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

Homeownusa – Agreement of Limited Partnership Of (December 29th, 2017)

THIS AGREEMENT OF LIMITED PARTNERSHIP (the "Agreement") is made and entered into effective the 20th day of March, 2014 by and between 150 Black Oak GP, Inc., a Texas corporation, whose address is 340 North Sam Houston Parkway East, Suite 140, Houston, Texas 77060, as general partner ("General Partner"), and each of the individuals or entities whose names are set forth on Exhibit "A" attached to this Agreement as limited partners ("Limited Partners").

Homeownusa – Amendment to Agreement of Limited Partnership Of (December 29th, 2017)

This Amendment No. 2 (this "Amendment No. 2"; the Binding Term Sheet of November 7, 2014 is Amendment No. 1)) to the Agreement of Limited Partnership of 150 CCM Black Oak, Ltd (the "Partnership Agreement") is hereby adopted by 150 Black Oak GP, Inc., a Texas corporation, whose address is 340 North Sam Houston Parkway East, Suite 140, Houston, Texas 77060, as general partner ("General Partner"), and each of the individuals or entities whose names are set forth on the Amended Exhibit "A" attached to this Agreement as limited partners ("Limited Partners"). Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

Tallgrass Energy Partners Lp – Amendment No. 1 to Amended and Restated Agreement of Limited Partnership of Tallgrass Energy Partners, Lp (December 28th, 2017)

This AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TALLGRASS ENERGY PARTNERS, LP (this Amendment), dated as of December 28, 2017, is entered into by Tallgrass MLP GP, LLC, a Delaware limited liability company (the General Partner), as general partner of Tallgrass Energy Partners, LP, a Delaware limited partnership (the Partnership). Capitalized terms used but not defined herein are used as defined in the Amended and Restated Agreement of Limited Partnership of Tallgrass Energy Partners, LP, dated as of May 17, 2013 (the Partnership Agreement).

Tallgrass Energy GP, LP – Amendment No. 1 to Amended and Restated Agreement of Limited Partnership of Tallgrass Energy Partners, Lp (December 28th, 2017)

This AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TALLGRASS ENERGY PARTNERS, LP (this Amendment), dated as of December 28, 2017, is entered into by Tallgrass MLP GP, LLC, a Delaware limited liability company (the General Partner), as general partner of Tallgrass Energy Partners, LP, a Delaware limited partnership (the Partnership). Capitalized terms used but not defined herein are used as defined in the Amended and Restated Agreement of Limited Partnership of Tallgrass Energy Partners, LP, dated as of May 17, 2013 (the Partnership Agreement).

Archrock Partners, L.P. – Amendment No. 2 to the Agreement of Limited Partnership of Exterran Partners, L.P. (December 22nd, 2017)

This Amendment No. 2 (this Amendment) to the First Amended and Restated Agreement of Limited Partnership of Exterran Partners, L.P., a Delaware limited partnership (the Partnership), dated as of October 20, 2006, amended by Amendment No. 1, dated as of April 14, 2008, (as so amended, the Partnership Agreement), is entered into effective as of December 20, 2017, by Archrock GP LLC, a Delaware limited liability company (Archrock GP), as the general partner of Archrock General Partner, L.P., a Delaware limited partnership (the General Partner), which is the general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

Newmark Group, Inc. – AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEWMARK HOLDINGS, L.P. Amended and Restated as of December 13, 2017 (December 19th, 2017)

This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (together with all exhibits, annexes and schedules hereto, this Agreement) of Newmark Holdings, L.P., a Delaware limited partnership (the Partnership), dated as of December 13, 2017, is by and among Newmark GP, LLC, a Delaware limited liability company (Newmark GP, LLC), as the general partner; Cantor Fitzgerald, L.P., a Delaware limited partnership (Cantor), as a limited partner; Newmark Group, Inc. a Delaware corporation (Newmark), as a limited partner; the Persons to be admitted as Partners (as defined below) or otherwise parties hereto as set forth herein; and for the limited purposes set forth in Article VIII and Section 12.09, BGC Partners, Inc., a Delaware corporation (BGC Partners), and BGC Holdings, L.P., a Delaware limited partnership (BGC Holdings).

Newmark Group, Inc. – AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEWMARK PARTNERS, L.P. Amended and Restated as of December 13, 2017 (December 19th, 2017)

This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (together with all exhibits, annexes and schedules hereto, this Agreement) of Newmark Partners, L.P., a Delaware limited partnership (the Partnership), dated as of December 13, 2017, is by and among Newmark Holdings, LLC, a Delaware limited liability company (Newmark Holdings, LLC), as the general partner; Newmark Holdings, L.P., a Delaware limited partnership (Newmark Holdings), as a limited partner; Newmark Group, Inc., a Delaware corporation (Newmark), as a limited partner; and the Persons to be admitted as Partners (as defined below) or otherwise parties hereto as set forth herein.

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEWMARK HOLDINGS, L.P. Amended and Restated as of December 13, 2017 (December 19th, 2017)

This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (together with all exhibits, annexes and schedules hereto, this Agreement) of Newmark Holdings, L.P., a Delaware limited partnership (the Partnership), dated as of December 13, 2017, is by and among Newmark GP, LLC, a Delaware limited liability company (Newmark GP, LLC), as the general partner; Cantor Fitzgerald, L.P., a Delaware limited partnership (Cantor), as a limited partner; Newmark Group, Inc. a Delaware corporation (Newmark), as a limited partner; the Persons to be admitted as Partners (as defined below) or otherwise parties hereto as set forth herein; and for the limited purposes set forth in Article VIII and Section 12.09, BGC Partners, Inc., a Delaware corporation (BGC Partners), and BGC Holdings, L.P., a Delaware limited partnership (BGC Holdings).

Buckeye Partners L.P. – Amendment No. 5 to Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. (December 18th, 2017)

THIS AMENDMENT NO. 5, dated as of December 13, 2017, to the AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BUCKEYE PARTNERS, L.P. (this Amendment), dated as of November 19, 2010 (the Partnership Agreement), is entered into and effectuated by Buckeye GP LLC, a Delaware limited liability company, as the General Partner, pursuant to authority granted to it in Section 15.1 of the Partnership Agreement. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

Amendment No. 11 to Agreement of Limited Partnership of Cedar Realty Trust Partnership, L.P. (December 15th, 2017)

This Amendment No. 11 (this Amendment) to Agreement of Limited Partnership (the Partnership Agreement) of Cedar Realty Trust Partnership, L.P. (the Partnership) is entered into as of December 12, 2017, by and among Cedar Realty Trust, Inc. (the General Partner) and the Partnership. All capitalized terms used herein shall have the meanings given to them in the Partnership Agreement.

EnLink Midstream, LLC – Amendment No. 1 to Ninth Amended and Restated Agreement of Limited Partnership of Enlink Midstream Partners, Lp (December 14th, 2017)

This AMENDMENT NO. 1 TO NINTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENLINK MIDSTREAM PARTNERS, LP (this Amendment), dated as of December 12, 2017, is entered into by EnLink Midstream GP, LLC, a Delaware limited liability company (the General Partner), as general partner of EnLink Midstream Partners, LP, a Delaware limited partnership (the Partnership). Capitalized terms used but not defined herein are used as defined in the Ninth Amended and Restated Agreement of Limited Partnership of EnLink Midstream Partners, LP, dated as of September 21, 2017 (the Partnership Agreement).