General Partnership Agreement Sample Contracts

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Aurora Creative Group – Second Amendment to General Partnership Agreement (November 29th, 2012)

This Second Amendment to General Partnership Agreement (the "Amendment") is made and entered into, effective as of November 27, 2012 (the "Effective Date"), by and among EnerJex Resources, Inc., a Nevada corporation ("EnerJex"), and Viking Energy Partners, LLC, a Texas limited liability company ("Viking"); and FL Oil Holdings, LLC, a Florida limited liability company ("FL Oil" and, together with Viking, individually an "Investor Partner" and together the "Investor Partners"), with reference to the following facts:

Dcp Midstream Partners Lp – General Partnership Agreement of Dcp Sc Texas, Gp Dated November 2, 2012 Among Dcp Lp Holdings, Llc, Dcp Sc Texas Holdings, Llc and Dcp South Central Texas Holdings Llc (November 7th, 2012)

This AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENT (the Agreement), dated effective as of November 1, 2012, by and among DCP LP HOLDINGS, LLC, a Delaware limited liability company and wholly owned subsidiary of DCP MIDSTREAM, LLC (the Midstream Partner), DCP SC TEXAS HOLDINGS LLC, a wholly owned subsidiary of the Midstream Partner (DCP SC), and DCP SOUTH CENTRAL TEXAS HOLDINGS LLC, a Delaware limited liability company and wholly owned subsidiary of DCP ASSETS HOLDING, LP (the MLP Partner).

Aurora Creative Group – First Amendment to General Partnership Agreement (April 5th, 2012)

This First Amendment to General Partnership Agreement (the "Amendment") is made and entered into, effective as of March 30, 2012 (the "Effective Date"), by and among EnerJex Resources, Inc., a Nevada corporation ("EnerJex"), Viking Energy Partners, LLC, a Texas limited liability company ("Viking"); and FL Oil Holdings, LLC, a Florida limited liability company ("FL Oil" and, together with Viking, individually an "Investor Partner" and together the "Investor Partners"), with reference to the following facts:

Aurora Creative Group – Rantoul Partners General Partnership Agreement (December 20th, 2011)

This General Partnership Agreement (the "Agreement") is made and entered into, dated for reference purposes as of December 14, 2011 (the "Agreement Date"), by and among EnerJex Resources, Inc., a Nevada corporation ("EnerJex"), Viking Energy Partners, LLC, a Texas limited liability company ("Viking"); and FL Oil Holdings, LLC, a Florida limited liability company ("FL Oil" and, together with Viking, individually an "Investor Partner" and together the "Investor Partners"), with reference to the following facts:

El Paso Pipeline Partners Lp – Sixth Amendment to General Partnership Agreement of Southern Natural Gas Company (July 6th, 2011)

This SIXTH AMENDMENT to GENERAL PARTNERSHIP AGREEMENT OF SOUTHERN NATURAL GAS COMPANY (the "Amendment"), is made and entered into as of this 29th day of June, 2011, by EPPP CIG GP Holdings, L.L.C., a Delaware limited liability company ("EPPP CIG"), and EPPP SNG GP Holdings, L.L.C., a Delaware limited liability company ("EPPP SNG"), each as a general partner of the Partnership (collectively, "the Partners").

El Paso Pipeline Partners Lp – Third Amendment to General Partnership Agreement of Colorado Interstate Gas Company (July 6th, 2011)

This THIRD AMENDMENT to GENERAL PARTNERSHIP AGREEMENT OF COLORADO INTERSTATE GAS COMPANY (the "Amendment"), is made and entered into as of this 29th day of June, 2011, by El Paso Noric Investments III, L.L.C., a Delaware limited liability company ("EP Noric"), and EPPP CIG GP Holdings, L.L.C., a Delaware limited liability company ("EPPP CIG"), each as a general partner of the Partnership (collectively, "the Partners").

El Paso Pipeline Partners Lp – Fifth Amendment to General Partnership Agreement of Southern Natural Gas Company (March 17th, 2011)

This FIFTH AMENDMENT to GENERAL PARTNERSHIP AGREEMENT OF SOUTHERN NATURAL GAS COMPANY (the "Amendment"), is made and entered into as of this 14th day of March, 2011, by El Paso SNG Holding Company, L.L.C., a Delaware limited liability company ("EP SNG"), and EPPP SNG GP Holdings, L.L.C., a Delaware limited liability company ("EPPP SNG"), each as a general partner of the Partnership (collectively, "the Partners").

Dcp Midstream Partners Lp – First Amendment to Amended and Restated General Partnership Agreement of Dcp Southeast Texas Holdings, Gp (March 1st, 2011)

This First Amendment to Amended and Restated General Partnership Agreement of DCP Southeast Texas Holdings, GP (this Amendment) is entered into effective as of January 1, 2011, by and among DCP SOUTHEAST TEXAS, LLC, a Delaware limited liability company (the Midstream Partner), GAS SUPPLY RESOURCES HOLDINGS, INC., a Delaware corporation (GSRH), and DCP PARTNERS SE TEXAS LLC, a Delaware limited liability company (the MLP Partner). The Midstream Partner, GSRH, and the MLP Partner may be referred to herein collectively as the Partners and individually as a Partner.

Dcp Midstream Partners Lp – Portions of This Exhibit Have Been Redacted Pursuant to a Request for Confidential Treatment Under Rule 24b-2 of the General Rules and Regulations Under the Securities and Exchange Act. Omitted Information, Marked [***] in This Exhibit, Has Been Filed With the Securities and Exchange Commission Together With Such Request for Confidential Treatment. AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENT OF DCP SOUTHEAST TEXAS HOLDINGS, GP DATED JANUARY 1, 2011 BETWEEN DCP SOUTHEAST TEXAS, LLC, GAS SUPPLY RESOURCES HOLDINGS, INC. AND DCP PARTNERS SE TEXAS LLC (January 6th, 2011)

This AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENT (the Agreement), dated as of January 1, 2011, by and among DCP Southeast Texas, LLC, a Delaware limited liability company and wholly owned subsidiary of DCP MIDSTREAM, LLC (the Midstream Partner), GAS SUPPLY RESOURCES HOLDINGS, INC., a Delaware corporation (GSRH), and DCP Partners SE Texas LLC, a Delaware limited liability company and wholly owned subsidiary of DCP ASSETS HOLDING, LP (the MLP Partner).

El Paso Pipeline Partners Lp – Fourth Amendment to General Partnership Agreement of Southern Natural Gas Company (November 24th, 2010)

This FOURTH AMENDMENT to GENERAL PARTNERSHIP AGREEMENT OF SOUTHERN NATURAL GAS COMPANY (the Amendment), is made and entered into as of this 19th day of November, 2010, by El Paso SNG Holding Company, L.L.C., a Delaware limited liability company (EP SNG), and EPPP SNG GP Holdings, L.L.C., a Delaware limited liability company (EPPP SNG), each as a general partner of the Partnership (collectively, the Partners).

Southern Natural Gas Company, L.L.C. – Fourth Amendment to General Partnership Agreement of Southern Natural Gas Company (November 24th, 2010)

This FOURTH AMENDMENT to GENERAL PARTNERSHIP AGREEMENT OF SOUTHERN NATURAL GAS COMPANY (the "Amendment"), is made and entered into as of this 19th day of November, 2010, by El Paso SNG Holding Company, L.L.C., a Delaware limited liability company ("EP SNG"), and EPPP SNG GP Holdings, L.L.C., a Delaware limited liability company ("EPPP SNG"), each as a general partner of the Partnership (collectively, " the Partners").

El Paso Pipeline Partners Lp – Third Amendment to General Partnership Agreement of Southern Natural Gas Company (July 2nd, 2010)

This THIRD AMENDMENT to GENERAL PARTNERSHIP AGREEMENT OF SOUTHERN NATURAL GAS COMPANY (the "Amendment"), is made and entered into as of this 30th day of June, 2010, by El Paso SNG Holding Company, L.L.C., a Delaware limited liability company ("EP SNG"), and EPPP SNG GP Holdings, L.L.C., a Delaware limited liability company ("EPPP SNG"), each as a general partner of the Partnership (collectivel y, "the Partners").

El Paso Pipeline Partners Lp – Second Amendment to General Partnership Agreement of Southern Natural Gas Company (June 28th, 2010)

This SECOND AMENDMENT to GENERAL PARTNERSHIP AGREEMENT OF SOUTHERN NATURAL GAS COMPANY (the "Amendment"), is made and entered into as of this 23rd day of June, 2010, by El Paso SNG Holding Company, L.L.C., a Delaware limited liability company ("EP SNG"), and EPPP SNG GP Holdings, L.L.C., a Delaware limited liability company ("EPPP SNG"), each as a general partner of the Partnership (collectively, "the Partners").

Regency Energy Partners Lp – First Amendment to Second Amended and Restated General Partnership Agreement (May 7th, 2010)

This First Amendment to Second Amended and Restated General Partnership Agreement (this Amendment), is made effective as of March 9, 2010, by and among Regency Haynesville Intrastate Gas LLC, a Delaware limited liability company (Regency HIG), EFS Haynesville, LLC, a Delaware limited liability company (GE Investor), Alinda Gas Pipeline I, L.P., a Delaware limited partnership (Alinda Investor 1) and Alinda Gas Pipeline II, L.P., a Delaware limited partnership (Alinda Investor 2 and collectively with Regency HIG, GE Investor and Alinda Investor 1, the Partners).

Colorado Interstate Gas Company, L.L.C. – Second Amendment to General Partnership Agreement of Colorado Interstate Gas Company (July 30th, 2009)

This SECOND AMENDMENT to GENERAL PARTNERSHIP AGREEMENT OF COLORADO INTERSTATE GAS COMPANY (the "Amendment"), is made and entered into as of this 24th day of July, 2009, by El Paso Noric Investments III, L.L.C., a Delaware limited liability company ("EP Noric"), and EPPP CIG GP Holdings, L.L.C., a Delaware limited liability company ("EPPP CIG"), each as a general partner of the Partnership (collectively, "the Partners").

El Paso Pipeline Partners Lp – Second Amendment to General Partnership Agreement of Colorado Interstate Gas Company (July 28th, 2009)

This SECOND AMENDMENT to GENERAL PARTNERSHIP AGREEMENT OF COLORADO INTERSTATE GAS COMPANY (the "Amendment"), is made and entered into as of this 24th day of July, 2009, by El Paso Noric Investments III, L.L.C., a Delaware limited liability company ("EP Noric"), and EPPP CIG GP Holdings, L.L.C., a Delaware limited liability company ("EPPP CIG"), each as a general partner of the Partnership (collectively, "the Partners").

Regency Energy Partners Lp – AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENT OF RIGS HAYNESVILLE PARTNERSHIP CO. (A Delaware General Partnership) Dated as of March 17, 2009 by and Among Regency Haynesville Intrastate Gas LLC EFS Haynesville, LLC Alinda Gas Pipeline I, L.P. And Alinda Gas Pipeline II, L.P. (March 18th, 2009)

This Amended and Restated General Partnership Agreement (this Agreement) of RIGS Haynesville Partnership Co., a Delaware general partnership (the Partnership), dated as of March 17, 2009 (the Effective Date), is adopted, executed and agreed to, for good and valuable consideration, by and among Regency Haynesville Intrastate Gas LLC, a Delaware limited liability company (Regency HIG), EFS Haynesville, LLC, a Delaware limited liability company (GE Investor), Alinda Gas Pipeline I, L.P., a Delaware limited partnership (Alinda Investor 1) and Alinda Gas Pipeline II, L.P., a Delaware limited partnership (Alinda Investor 2 and collectively with Alinda Investor 1, the Alinda Investors).

Southern Natural Gas Company, L.L.C. – First Amendment to General Partnership Agreement of Southern Natural Gas Company (October 6th, 2008)

This FIRST AMENDMENT to GENERAL PARTNERSHIP AGREEMENT OF SOUTHERN NATURAL GAS COMPANY (the "Amendment"), is made and entered into as of this 30th day of September, 2008, by El Paso SNG Holding Company, L.L.C., a Delaware limited liability company ("EP SNG"), and EPPP SNG GP Holdings, L.L.C., a Delaware limited liability company ("EPPP SNG"), each as a general partner of the Partnership (collectively, "the Partners").

Colorado Interstate Gas Company, L.L.C. – First Amendment to General Partnership Agreement of Colorado Interstate Gas Company (October 6th, 2008)

This FIRST AMENDMENT to GENERAL PARTNERSHIP AGREEMENT OF COLORADO INTERSTATE GAS COMPANY (the "Amendment"), is made and entered into as of this 30th day of September, 2008, by El Paso Noric Investments III, L.L.C., a Delaware limited liability company ("EP Noric"), and EPPP CIG GP Holdings, L.L.C., a Delaware limited liability company ("EPPP CIG"), each as a general partner of the Partnership (collectively, "the Partners").

Williams Pipeline Prtnrs -Lp – First Amended and Restated General Partnership Agreement of Northwest Pipeline Gp by and Between Wgpc Holdings Llc and Williams Pipeline Partners Holdings Llc Effective as of January 24, 2008 (January 30th, 2008)

THIS FIRST AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENT is entered into effective as of the Effective Date by and between WGPC Holdings LLC, a Delaware limited liability company (the Williams Partner), and Williams Pipeline Partners Holdings LLC, a Delaware limited liability company (the MLP Partner) and amends and restates the General Partnership Agreement of Northwest Pipeline GP, a Delaware general partnership (the Partnership), dated as of October 1, 2007 (the Original Agreement). The Williams Partner and the MLP Partner, together with any other persons who become parties to this Agreement in the manner provided herein, are hereinafter collectively referred to as the Partners and each, individually, as a Partner.

Northwest Pipeline Llc – First Amended and Restated General Partnership Agreement of Northwest Pipeline Gp by and Between Wgpc Holdings Llc and Williams Pipeline Partners Holdings Llc Effective as of January 24, 2008 (January 30th, 2008)

THIS FIRST AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENT is entered into effective as of the Effective Date by and between WGPC Holdings LLC, a Delaware limited liability company (the Williams Partner), and Williams Pipeline Partners Holdings LLC, a Delaware limited liability company (the MLP Partner) and amends and restates the General Partnership Agreement of Northwest Pipeline GP, a Delaware general partnership (the Partnership), dated as of October 1, 2007 (the Original Agreement). The Williams Partner and the MLP Partner, together with any other persons who become parties to this Agreement in the manner provided herein, are hereinafter collectively referred to as the Partners and each, individually, as a Partner.

Southern Natural Gas Company, L.L.C. – GENERAL PARTNERSHIP AGREEMENT OF SOUTHERN NATURAL GAS COMPANY November 1, 2007 (November 7th, 2007)

This GENERAL PARTNERSHIP AGREEMENT OF SOUTHERN NATURAL GAS COMPANY, dated as of November 1, 2007 (this "Agreement"), is adopted, executed and agreed to, for good and valuable consideration, by EP SNG Holding Company, L.L.C., a Delaware limited liability company ("EP SNG"), and EPPP SNG GP Holdings, L.L.C., a Delaware limited liability company ("EPPP SNG"), each as a general partner of the Partnership. Capitalized terms used in this Agreement and not defined elsewhere have the meanings given to them in Article 1 below.

Colorado Interstate Gas Company, L.L.C. – GENERAL PARTNERSHIP AGREEMENT OF COLORADO INTERSTATE GAS COMPANY November 1, 2007 (November 7th, 2007)

This GENERAL PARTNERSHIP AGREEMENT OF COLORADO INTERSTATE GAS COMPANY, dated as of November 1, 2007 (this "Agreement"), is adopted, executed and agreed to, for good and valuable consideration, by El Paso Noric Investments III, L.L.C., a Delaware limited liability company ("EP Noric"), and EPPP CIG GP Holdings, L.L.C., a Delaware limited liability company ("EPPP CIG"), each as a general partner of the Partnership. Capitalized terms used in this Agreement and not defined elsewhere have the meanings given to them in Article 1 below.

El Paso Pipeline Partners Lp – Form of General Partnership Agreement of Southern Natural Gas Company (October 18th, 2007)

This GENERAL PARTNERSHIP AGREEMENT OF SOUTHERN NATURAL GAS COMPANY, dated as of ___, 2007 [Note: to be conversion date] (this Agreement), is adopted, executed and agreed to, for good and valuable consideration, by EP SNG Holding Company, L.L.C., a Delaware limited liability company (EP SNG), and EPPP SNG GP Holdings, L.L.C., a Delaware limited liability company (EPPP SNG), each as a general partner of the Partnership. Capitalized terms used in this Agreement and not defined elsewhere have the meanings given to them in Article 1 below.

El Paso Pipeline Partners Lp – Form of General Partnership Agreement of Colorado Interstate Gas Company (October 18th, 2007)

This GENERAL PARTNERSHIP AGREEMENT OF COLORADO INTERSTATE GAS COMPANY, dated as of , 2007 [Note: to be conversion date] (this Agreement), is adopted, executed and agreed to, for good and valuable consideration, by El Paso Noric Investments III, L.L.C., a Delaware limited liability company (EP Noric), and EPPP CIG GP Holdings, L.L.C., a Delaware limited liability company (EPPP CIG), each as a general partner of the Partnership. Capitalized terms used in this Agreement and not defined elsewhere have the meanings given to them in Article 1 below.

El Paso Pipeline Partners Lp – Form of General Partnership Agreement of Southern Natural Gas Company (October 3rd, 2007)

This GENERAL PARTNERSHIP AGREEMENT OF SOUTHERN NATURAL GAS COMPANY, dated as of , 2007 [Note: to be conversion date] (this Agreement), is adopted, executed and agreed to, for good and valuable consideration, by EP SNG Holding Company, L.L.C., a Delaware limited liability company (EP SNG), and EPPP SNG GP Holdings, L.L.C., a Delaware limited liability company (EPPP SNG), each as a general partner of the Partnership. Capitalized terms used in this Agreement and not defined elsewhere have the meanings given to them in Article 1 below.

El Paso Pipeline Partners Lp – Form of General Partnership Agreement of Colorado Interstate Gas Company (October 3rd, 2007)
Northwest Pipeline Llc – GENERAL PARTNERSHIP AGREEMENT OF NORTHWEST PIPELINE GP BY AND BETWEEN WGPC HOLDINGS LLC and WILLIAMS PIPELINE PARTNERS HOLDINGS LLC EFFECTIVE AS OF OCTOBER 1, 2007 (October 2nd, 2007)

THIS GENERAL PARTNERSHIP AGREEMENT is entered into effective as of the Effective Date by and between WGPC Holdings LLC, a Delaware limited liability company (the Williams Partner), and Williams Pipeline Partners Holdings LLC, a Delaware limited liability company (the MLP Partner). The Williams Partner and the MLP Partner, together with any other persons who become parties to this Agreement in the manner provided herein, are hereinafter collectively referred to as the Partners and each, individually, as a Partner.

Spectra Energy Partners, LP – General Partnership Agreement of Market Hub Partners Holding (July 9th, 2007)

This GENERAL PARTNERSHIP AGREEMENT OF MARKET HUB PARTNERS HOLDING, dated as of July 2, 2007 (this Agreement), is adopted, executed and agreed to, for good and valuable consideration, by Spectra Energy Partners MHP Holding, LLC, a Delaware limited liability company (SEP MHP), Spectra Energy Southeast MHP Holding, LLC, a Delaware limited liability company (SEPL MHP), and Spectra Energy MHP Holding, LLC, a Delaware limited liability company (SET MHP), each as a partner of the Partnership. Capitalized terms used in this Agreement and not defined elsewhere have the meanings given to them in Article 1 below.

Spectra Energy Partners, LP – General Partnership Agreement of Market Hub Partners Holding (June 22nd, 2007)

This GENERAL PARTNERSHIP AGREEMENT OF MARKET HUB PARTNERS HOLDING, dated as of July , 2007 (this Agreement), is adopted, executed and agreed to, for good and valuable consideration, by Spectra Energy Partners MHP Holding, LLC, a Delaware limited liability company (SEP MHP), Spectra Energy Southeast MHP Holding, LLC, a Delaware limited liability company (SEPL MHP), and Spectra Energy MHP Holding, LLC, a Delaware limited liability company (SET MHP), each as a partner of the Partnership. Capitalized terms used in this Agreement and not defined elsewhere have the meanings given to them in Article 1 below.

Solar Power, Inc. – SOLAR POWER INTEGRATORS GENERAL PARTNERSHIP AGREEMENT by and Between and SOLAR POWER INTEGRATORS, COMMERCIAL, INC. (March 27th, 2007)

THIS AGREEMENT is made and entered into by and between J.R. CONKEY & ASSOCIATES, INC., a California corporation ("JRC"), with address at 735 Sunrise Avenue, Suite 200, Roseville, California 95661, and SOLAR POWER INTEGRATORS, COMMERCIAL, INC., a California corporation ("SPIC"), with address at 4080 Cavitt Stallman Road, Suite 100, Granite Bay, California 95746, each of whom has executed the original or a counterpart of this Agreement.

Lotus Pharmaceutical – General Partnership Agreement (October 5th, 2006)

This Agreement is made and entered into as of the 15 day of March, 2006 between Genesis Equity Partners, LLC, a US limited liability partnership (referred to as "GEP") and Liang Fang Pharmaceutical, Ltd., registered in the People's Republic of China (referred to as the "Company").

General Partnership Agreement (January 9th, 1998)
General Partnership Agreement (September 6th, 1996)