Agreement Of Limited Partnership Of Sample Contracts

Xenia Hotels & Resorts, Inc. – FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF XHR LP DESIGNATION OF CLASS a PERFORMANCE LTIP UNITS May 5, 2015 (May 7th, 2015)

Pursuant to Section 4.02 and Article XI of the Third Amended and Restated Agreement of Limited Partnership of XHR LP (the Partnership Agreement), XHR GP, Inc., a Delaware corporation, as the General Partner (as defined in the Partnership Agreement), hereby amends the Partnership Agreement as follows in connection with the designation and issuance of Class A Performance LTIP Units (as defined below):

Sunoco Logistics Partners Lp – Amendment No. 3 to Third Amended and Restated Agreement of Limited Partnership of Sunoco Logistics Partners L.P. (June 17th, 2014)

This Amendment No. 3 (this Amendment) to the Third Amended and Restated Agreement of Limited Partnership of Sunoco Logistics Partners L.P., a Delaware limited partnership (the Partnership), is entered into as of June 12, 2014, by Sunoco Partners LLC, a Pennsylvania limited liability company (the General Partner), as general partner of the Partnership. Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.

Panhandle Eastern Pipe Line Co Lp – Amendment No. 1 to Agreement of Limited Partnership of Panhandle Eastern Pipe Line Company, LP (January 14th, 2014)

This Amendment No. 1 (this Amendment) to the Agreement of Limited Partnership of Panhandle Eastern Pipe Line Company, LP, a Delaware limited partnership (the Partnership), dated as of the 29th day of June, 2004 (the Partnership Agreement), is entered into effective as of the 10th day of January, 2014, by and between Southern Union Panhandle LLC, a Delaware limited liability company (the General Partner), as general partner of the Partnership, and SUG Holding Company, a Delaware corporation (SUG Holding), as limited partner of the Partnership. Capitalized terms used but not defined herein have the meanings given such terms in the Partnership Agreement.

Amendment No. 3 to the Third Amended and Restated Agreement of Limited Partnership of Boardwalk Pipeline Partners, Lp (October 8th, 2013)

This Amendment No. 3 (this Amendment No. 3) to the Third Amended and Restated Agreement of Limited Partnership of Boardwalk Pipeline Partners, LP (the Partnership), dated as of June 17, 2008, as amended by Amendments No. 1 and No. 2, dated as of October 31, 2011 and October 25, 2012, respectively (as so amended, the Partnership Agreement), is hereby adopted effective as of October 7, 2013 (the Amendment Effective Date), by Boardwalk GP, LP, a Delaware limited partnership (the General Partner), as general partner of the Partnership. Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.

Buckeye Partners L.P. – Amendment No. 3 to Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. (October 7th, 2013)

THIS AMENDMENT NO. 3, dated as of October 1, 2013, 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.

Colonial Realty Limited Partnership – Fifth Amended and Restated Agreement of Limited Partnership of Colonial Realty Limited Partnership (October 2nd, 2013)

THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF COLONIAL REALTY LIMITED PARTNERSHIP (this Agreement) is effective as of October 1, 2013 by and among Mid-America Apartments, L.P., a Tennessee limited partnership, as general partner (the General Partner), with a principal place of business at the address set forth in Schedule A, and MAA Limited Member, LLC, a Delaware limited liability company (the Limited Partner and, together with the General Partner, the Partners), with a principal place of business at the address set forth in Schedule A.

American Midstreampartners Lp – Third Amended and Restated Agreement of Limited Partnership of American Midstream Partners, Lp (April 19th, 2013)

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN MIDSTREAM PARTNERS, LP dated as of April 15, 2013 (this Agreement), is entered into by and between American Midstream GP, LLC, a Delaware limited liability company, as the General Partner, and AIM Midstream Holdings, LLC, a Delaware limited liability company ( AIM Midstream), together with any other Persons who are now or become Partners in the Partnership or parties hereto as provided herein.

Summit Hotel Properties – FORM OF FOURTH AMENDMENT TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SUMMIT HOTEL OP, LP DESIGNATION OF 7.125% SERIES C CUMULATIVE REDEEMABLE PREFERRED UNITS March [ ], 2013 (March 19th, 2013)

Pursuant to Article XI of the First Amended and Restated Agreement of Limited Partnership of Summit Hotel OP, LP (the Initial Partnership Agreement), as amended by the First Amendment to the Initial Partnership Agreement, dated as of October 26, 2011 (the First Amendment), as further amended by the Second Amendment to the Initial Partnership Agreement, dated as of April 11, 2012 (the Second Amendment), as further amended by the Third Amendment to the Initial Partnership Agreement, dated as of December 7, 2012 (the Third Amendment and, together with the Initial Partnership Agreement, the First Amendment and the Second Amendment, the Partnership Agreement), the General Partner hereby amends the Partnership Agreement as follows in connection with the issuance of 3,000,000 shares (3,400,000 shares in the event the underwriters exercise in full their over-allotment option to purchase an additional 400,0000 shares) of 7.125% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per

Saul Centers, Inc. – Twelfth Amendment to the First Amended and Restated Agreement of Limited Partnership of Saul Holdings Limited Partnership (February 12th, 2013)

THIS TWELFTH AMENDMENT TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SAUL HOLDINGS LIMITED PARTNERSHIP (this Twelfth Amendment), dated as of February 12, 2013, is entered into by the undersigned party.

Third Amendment to Second Amended and Restated Agreement of Limited Partnership of Crestwood Midstream Partners Lp (January 8th, 2013)

This Third Amendment to the Second Amended and Restated Agreement of Limited Partnership (this Amendment) of Crestwood Midstream Partners LP, a Delaware limited partnership (the Partnership), is executed effective as of the 8th day of January, 2013, by Crestwood Gas Services GP LLC, a Delaware limited liability company (the General Partner), as the sole general partner of the Partnership. Capitalized terms used herein but not defined shall have the meanings given them in the Partnership Agreement (as defined below).

Summit Hotel Properties – THIRD AMENDMENT TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SUMMIT HOTEL OP, LP DESIGNATION OF 7.875% SERIES B CUMULATIVE REDEEMABLE PREFERRED UNITS December 7, 2012 (December 7th, 2012)

Pursuant to Article XI of the First Amended and Restated Agreement of Limited Partnership of Summit Hotel OP, LP (the Initial Partnership Agreement), as amended by the First Amendment to the Initial Partnership Agreement, dated as of October 26, 2011 (the First Amendment), as further amended by the Second Amendment to the Initial Partnership Agreement, dated as of April 11, 2012 (the Second Amendment and, together with the Initial Partnership Agreement and the First Amendment, the Partnership Agreement), the General Partner hereby amends the Partnership Agreement as follows in connection with the issuance of 2,700,000 shares (3,000,000 shares in the event the underwriters exercise in full their over-allotment option to purchase an additional 300,0000 shares) of 7.875% Series B Cumulative Redeemable Preferred Stock, $0.01 par value per share (the Series B Preferred Stock), of Summit Hotel Properties, Inc. (Summit REIT) and the issuance to the General Partner of Series B Preferred Units

Chesapeake Lodging Trust – FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF CHESAPEAKE LODGING, L.P. DESIGNATION OF 7.75% SERIES a CUMULATIVE REDEEMABLE PREFERRED UNITS July 13, 2012 (July 13th, 2012)

Pursuant to Section 4.2 and Section 14.1.B of the Agreement of Limited Partnership of Chesapeake Lodging, L.P. (the Partnership Agreement), the General Partner hereby amends the Partnership Agreement as follows in connection with the issuance of up to 5,060,000 of its 7.75% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share (the Series A Preferred Shares) of the General Partner and the issuance to the General Partner of Series A Preferred Units (as defined below) in exchange for the contribution by the General Partner of the net proceeds from the issuance and sale of the Series A Preferred Shares:

Fourth Amended and Restated Agreement of Limited Partnership Of (November 5th, 2010)

THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is made and entered into as of the 2nd day of November, 2010 by and among CBL Holdings I, Inc., a Delaware corporation, and those certain Persons identified on Exhibit A attached hereto as a Limited Partner.

Regency Energy Partners Lp – Amendment No. 7 to Amended and Restated Agreement of Limited Partnership of Regency Energy Partners Lp (September 4th, 2009)

This Amendment No. 7 (this "Amendment") to the Amended and Restated Agreement of Limited Partnership (as amended, the "Partnership Agreement") of Regency Energy Partners LP (the "Partnership") is hereby adopted effective as of September 2, 2009, by Regency GP LP, a Delaware limited partnership (the "General Partner"), as general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

Second Amended and Restated Agreement of Limited Partnership of Essex Portfolio, L.P. (May 27th, 2009)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, is made and entered into as of the 27th day of May, 2009, by the undersigned parties.

Dcp Midstream Partners Lp – Amendment No. 2 to the Second Amended and Restated Agreement of Limited Partnership of Dcp Midstream Partners, Lp (April 7th, 2009)

This Amendment No. 2 (this Amendment) to the Second Amended and Restated Agreement of Limited Partnership of DCP Midstream Partners, LP, dated effective as of November 1, 2006 (as amended previously through the date hereof, the Partnership Agreement), is entered into effective as of April 1, 2009, by DCP Midstream GP, LP, a Delaware limited partnership (the General Partner), as general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

Kinder Morgan Energy Partners – Amendment No. 3 to Third Amended and Restated Agreement of Limited Partnership of Kinder Morgan Energy Partners, L.P. (April 21st, 2008)

This Amendment No. 3 to Third Amended and Restated Agreement of Limited Partnership of Kinder Morgan Energy Partners, L.P. (this Amendment) is hereby adopted effective as of January 1, 2007, by Kinder Morgan G.P., Inc., a Delaware corporation (the General Partner), as general partner of Kinder Morgan Energy Partners, L.P., a Delaware limited partnership (the Partnership), and by Kinder Morgan Management, LLC, as the delegate of the General Partner. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

Agreement of Limited Partnership Of (April 7th, 2008)

This AGREEMENT OF LIMITED PARTNERSHIP (together with all exhibits, annexes and schedules hereto, this Agreement) of BGC Holdings, L.P., a Delaware limited partnership (the Partnership), dated as of March 31, 2008, is by and among BGC GP, LLC, a Delaware limited liability company (BGC GP LLC), as the general partner of the Partnership, Cantor Fitzgerald, L.P., a Delaware limited partnership (Cantor), as a limited partner, BGC Partners, LLC, a Delaware limited liability company (BGC Partners), and the Persons to be admitted as Partners (as defined below) or otherwise parties hereto as set forth herein.

Atlas Pipeline Partners, L.P. – Amendment No. 3 to Second Amended and Restated Agreement of Limited Partnership of Atlas Pipeline Partners, L.P. (January 8th, 2008)

THIS AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS PIPELINE PARTNERS, L.P. (this Amendment), dated January 7, 2008, but effective as of July 27, 2007, is entered into and effectuated by the Managing Board (the Board) of Atlas Pipeline Partners GP, LLC, a Delaware limited liability company (the Company), pursuant to authority granted to it in Sections 5.5 and 11.1 of the Second Amended and Restated Agreement of Limited Partnership of Atlas Pipeline Holdings, L.P. (the Partnership) dated as of March 9, 2004, as amended (the Partnership Agreement). Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

Atlas Energy Llc – Amendment No. 1 to Amended and Restated Agreement of Limited Partnership of Atlas Pipeline Holdings, L.P. (January 8th, 2008)

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS PIPELINE HOLDINGS, L.P. (this Amendment), dated January 7, 2008, but effective as of July 27, 2007, is entered into and effectuated by the Board of Directors (the Board) of Atlas Pipeline Holdings GP, LLC, a Delaware limited liability company (the Company), pursuant to authority granted to it in Sections 5.5 and 11.1 of the Amended and Restated Agreement of Limited Partnership of Atlas Pipeline Holdings, L.P. (the Partnership) dated as of July 26, 2006 (the Partnership Agreement). Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

Essex Portfolio Lp – FOURTEENTH AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ESSEX PORTFOLIO, L.P. Dated as of December 26, 2007 (December 28th, 2007)

This Fourteenth Amendment, dated as of the date shown above (the "Amendment"), is executed by Essex Property Trust, Inc. a Maryland Corporation (the "Company"), as the General Partner and as attorney in fact for all limited partners of Essex Portfolio, L.P. (the "Partnership"), for the purpose of amending the First Amended and Restated Agreement of Limited Partnership of Essex Portfolio, L.P., dated September 30, 1997 (the "Partnership Agreement").

FOURTEENTH AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ESSEX PORTFOLIO, L.P. Dated as of December 26, 2007 (December 28th, 2007)

This Fourteenth Amendment, dated as of the date shown above (the "Amendment"), is executed by Essex Property Trust, Inc. a Maryland Corporation (the "Company"), as the General Partner and as attorney in fact for all limited partners of Essex Portfolio, L.P. (the "Partnership"), for the purpose of amending the First Amended and Restated Agreement of Limited Partnership of Essex Portfolio, L.P., dated September 30, 1997 (the "Partnership Agreement").

Cheniere Energy Partners, LP – First Amended and Restated Agreement of Limited Partnership of Cheniere Energy Partners, L.P. (March 26th, 2007)

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CHENIERE ENERGY PARTNERS, L.P., dated as of March 26, 2007, is entered into by and between Cheniere Energy Partners GP, LLC, a Delaware limited liability company, as the General Partner, and Cheniere LNG Holdings, LLC, a Delaware limited liability company, as the Organizational Limited Partner, 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:

TEPPCO Partners, L.P. – Fourth Amended and Restated Agreement of Limited Partnership Of (December 14th, 2006)

THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEPPCO PARTNERS, L.P., dated as of December 8, 2006, is entered into by and among Texas Eastern Products Pipeline Company, LLC, a Delaware limited liability company (the Company), as the General Partner, and the Limited Partners of the Partnership, as hereinafter provided. In consideration of the covenants, conditions and agreements contained herein, the General Partner and the other parties hereto hereby amend and restate the Third Amended and Restated Agreement of Limited Partnership of TEPPCO Partners, L.P. dated as of September 21, 2001 to provide, in its entirety, as follows:

Penn Virginia Resource Partners LP – Amendment No. 4 to First Amended and Restated Agreement of Limited Partnership of Penn Virginia Resource Partners, L.P. (December 13th, 2006)

THIS AMENDMENT NO. 4 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENN VIRGINIA RESOURCE PARTNERS, L.P. (this Amendment), dated as of December 8, 2006, is entered into and effectuated by Penn Virginia Resource GP, LLC, a Delaware limited liability company, as the General Partner, pursuant to authority granted to it in Sections 5.6 and 13.1 of the First Amended and Restated Agreement of Limited Partnership of Penn Virginia Resource Partners, L.P., dated as of October 30, 2001, as amended as of December 19, 2002, March 19, 2003 and December 8, 2003 (as so amended, the Partnership Agreement). Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

Penn Virginia Gp Holdings Lp – Amendment No. 4 to First Amended and Restated Agreement of Limited Partnership of Penn Virginia Resource Partners, L.P. (October 6th, 2006)

THIS AMENDMENT NO. 4 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENN VIRGINIA RESOURCE PARTNERS, L.P. (this Amendment), dated as of [ ], 2006, is entered into and effectuated by Penn Virginia Resource GP, LLC, a Delaware limited liability company, as the General Partner, pursuant to authority granted to it in Sections 5.6 and 13.1 of the First Amended and Restated Agreement of Limited Partnership of Penn Virginia Resource Partners, L.P., dated as of October 30, 2001, as amended as of December 19, 2002, March 19, 2003 and December 8, 2003 (as so amended, the Partnership Agreement). Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

Essex Portfolio Lp – TWELFTH AMENDMENT TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ESSEX PORTFOLIO, L.P. Dated as of July 26, 2006 (August 1st, 2006)

This Twelfth Amendment to the First Amended and Restated Agreement of Limited Partnership of Essex Portfolio, L.P., as amended (as amended, the "Partnership Agreement"), dated as of the date shown above (the "Amendment"), is executed by Essex Property Trust, Inc. a Maryland Corporation (the "Company"), as the General Partner and on behalf of the existing Limited Partners of Essex Portfolio, L.P. (the "Partnership").

Public Storage Inc /Ca – Contract (May 11th, 2006)

EXHIBIT 10.1 FOURTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PSA INSTITUTIONAL PARTNERS, L.P., A CALIFORNIA LIMITED PARTNERSHIP (CREATING SERIES J PREFERRED UNITS) This Fourth Amendment (the "AMENDMENT") to the Amended and Restated Agreement of Limited Partnership of PSA Institutional Partners, L.P., a California Limited Partnership, dated March 29, 2000 as amended by (i) the Amendment to Amended and Restated Agreement of Limited Partnership of PSA Institutional Partners, L.P., dated as of August 11, 2000, (ii) the Second Amendment to Amended and Restated Agreement of Limited Partnership of PSA Institutional Partners, L.P., dated as of August 11, 2000 and (iii) the Third Amendment to Amended and Restated Agreement of Limited Partnership of PSA Institutional Partners, L.P., dated a

Holly Energy Partners, L.P. – Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P. (March 4th, 2005)

THIS AMENDMENT NO. 1 TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HOLLY ENERGY PARTNERS, L.P. (this Amendment), dated as of February 28, 2005, is entered into and effectuated by HEP Logistics Holdings, L.P., a Delaware limited partnership, as the General Partner, pursuant to authority granted to it in Section 5.6 of the First Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P., dated as of July 13, 2004, as amended (the Partnership Agreement). Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

Behringer Harvard Short-Term Liquidating Trust – Contract (October 8th, 2004)

AGREEMENT OF LIMITED PARTNERSHIP OF BEHRINGER HARVARD 1221 COIT LP THIS AGREEMENT OF LIMITED PARTNERSHIP (this "AGREEMENT") is made and entered into effective as of the 24th day of July, 2004, by and among BEHRINGER HARVARD 1221 COIT GP, LLC, a Texas limited liability company (the "GENERAL PARTNER"), BEHRINGER HARVARD SHORT-TERM OPPORTUNITY FUND I LP, a Texas limited partnership ("BH FUND"), and REALTY AMERICA GROUP (1221 COIT ROAD), LP, a Texas limited partnership ("REALTY AMERICA"). ARTICLE I. FORMATION, NAME, PRINCIPAL PLACE OF BUSINESS - AGENT PURPOSES, TERM AND DEFINITIONS 1.1 FORMATION. For and in consideration of the mutual covenants herein contained, the Partners hereby form a limited partnership (hereinafter the "PARTNERSHIP") under and pursuant to the Texas Revised Limited Partnership Act, Tex. Rev. Civ. Stat. Ann., art 6132a-1 (such Act hereinafter refer

Paragon R E Eqty & Inv Trust – AMENDMENT NO. 1 TO THE AGREEMENT OF LIMITED PARTNERSHIP OF WELLINGTON PROPERTIES INVESTMENTS, L.P. By and Among STONEHAVEN REALTY TRUST (f.k.a. Wellington Properties Trust) and THE LIMITED PARTNERS NAMED THEREIN (March 5th, 2003)

This AMENDMENT NO. 1 TO AGREEMENT OF LIMITED PARTNERSHIP (this Amendment) is made and entered into as of the day of , 2003, and hereby amends the Agreement of Limited Partnership of Wellington Properties Investments, L.P., dated August 31, 1998, by and among Stonehaven Realty Trust (f.k.a. Wellington Properties Trust), a Maryland real estate investment trust, and the Persons identified on Exhibit A thereto (the Partnership Agreement).

Wnc Housing Tax Credit Fund Vi Lp Series 9 – Agreement of Limited Partnership Of (June 13th, 2002)
Wnc Housing Tax Credit Fund Vi Lp Series 8 – Agreement of Limited Partnership Of (May 22nd, 2001)
Wnc Housing Tax Credit Fund Vi Lp Series 6 – Agreement of Limited Partnership Of (March 9th, 1999)
Wnc Housing Tax Credit Fund Vi Lp Series 6 – Agreement of Limited Partnership Of (March 9th, 1999)