Limited Partnership Agreement Sample Contracts

BrightView Holdings, Inc. – AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BRIGHTVIEW PARENT, L.P. June 27, 2018 (July 2nd, 2018)

This AMENDMENT NO. 2 (Amendment No. 2) to the Second Amended and Restated Limited Partnership Agreement, dated as of June 30, 2014 (the Agreement) of BrightView Parent, L.P., a Delaware limited partnership (the Partnership), as amended by Amendment No. 1 to the Second Amended and Restated Limited Partnership Agreement of BrightView Parent, L.P., dated as of July 6, 2016, is made as of the date first written above by BrightView GP I, LLC, a Delaware limited liability company (formerly known as Brickman GP, LLC), as general partner of the Partnership (the General Partner). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Agreement.

Cottonwood Communities, Inc. – Form of Limited Partnership Agreement of Cottonwood Communities Op, Lp (June 27th, 2018)

This Limited Partnership Agreement (this Agreement) is entered into effective as of [ ], 2018, by and among Cottonwood Communities, Inc., a Maryland corporation (the General Partner) and the Limited Partner set forth on Exhibit A. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in Section 1.

Logistics Property Trust Inc. – FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BCI IV OPERATING PARTNERSHIP LP a DELAWARE LIMITED PARTNERSHIP June 13, 2018 (June 15th, 2018)

This Fourth Amended and Restated Limited Partnership Agreement (this Agreement) is entered into as of June 13, 2018, between Black Creek Industrial REIT IV Inc., a Maryland corporation (the General Partner) and the Limited Partners set forth on Exhibit A attached hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

Managed Futures Premier Aventis II L.P. – Amendment No. 1 to the Fifth Amended and Restated Limited Partnership Agreement of Ceres Tactical Commodity L.P. (Formerly Managed Futures Premier Aventis II L.P.) Effective as of October 31, 2016 (The "Agreement") (June 15th, 2018)

WHEREAS, consistent with the General Partner's authority to amend the Agreement without the consent of the Limited Partners under Paragraph 17(a), the Agreement shall be amended as follows:

Rodin Income Trust, Inc. – LIMITED PARTNERSHIP AGREEMENT OF RODIN INCOME TRUST OPERATING PARTNERSHIP, L.P. A DELAWARE LIMITED PARTNERSHIP May 2, 2018 (June 14th, 2018)

This Limited Partnership Agreement (this "Agreement") is entered into this May 2, 2018 between Rodin Income Trust, Inc., a Maryland corporation (the "General Partner"), and the Limited Partners set forth on Exhibit A attached hereto, as amended from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given to such terms in Article 1.

BrightView Holdings, Inc. – Second Amended and Restated Limited Partnership Agreement of Brickman Parent L.P. Confidential (June 11th, 2018)

This SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of BRICKMAN PARENT L.P. (together with its successors and assigns, the Partnership), dated as of June 30, 2014 (as amended or restated from time to time, the Agreement), is being entered into by and among BRICKMAN GP, LLC, a Delaware limited liability company, as General Partner (together with any other general partner substituted therefor in accordance with the provisions of this Agreement, the General Partner) and the Limited Partners listed on Schedule I attached hereto and such other Persons as shall hereinafter become Limited Partners as hereinafter provided.

BrightView Holdings, Inc. – Amendment No. 2 to the Second Amended and Restated Limited Partnership Agreement of Brightview Parent, L.P. (June 11th, 2018)
BrightView Holdings, Inc. – AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BRICKMAN PARENT L.P. July 5, 2016 (June 11th, 2018)

This AMENDMENT NO. 1 to the Second Amended and Restated Limited Partnership Agreement, dated as of June 30, 2014 (the Partnership Agreement) of Brickman Parent L.P., a Delaware limited partnership (the Partnership), is made as of the date first written above by BrightView GP I, LLC, a Delaware limited liability company (formerly known as Brickman GP, LLC), as general partner of the Partnership (the General Partner). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Partnership Agreement.

Limited Partnership Agreement Of (May 10th, 2018)

This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this "Agreement") of CPN MANAGEMENT, LP, a Delaware limited partnership (the "Partnership"), effective as of March 8, 2018 (the "Effective Date"), is made and entered into by and among VOLT PARENT GP, LLC, a Delaware limited liability company, as the "General Partner," and each of VOLT PARENT, LP, a Delaware limited partnership ("Parent"), and the holders of Class B Interests who execute this Agreement or a joinder hereto. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.01.

Reference Is Made to That Certain Amended and Restated Limited Partnership Agreement of CPN Management, LP, a Delaware Limited Partnership ("CPN Management"), Dated and Effective as of March 8, 2018 (As It May Be Amended, Modified or Supplemented From Time to Time, the "CPN Management LP Agreement"), a Copy of Which Is Attached as Exhibit a Hereto. Capitalized Terms Used but Not Otherwise Defined in This Letter Agreement (This "Award Agreement") Shall Have the Meanings Set Forth in the CPN Management LP Agreement (Unless Otherwise Stated Herein). (May 10th, 2018)

This Award Agreement sets forth the understanding between CPN Management and [______] (the "Employee"), an employee of Calpine Corporation, a Delaware corporation and a wholly owned subsidiary of CPN Management ("Calpine"), or one of its subsidiaries, regarding the terms and conditions under which CPN Management shall grant the Employee an award of a Class B Interest. Such Class B Interest shall entitle the Employee to share in the profits, losses and distributions of CPN Management to the extent set forth in the CPN Management LP Agreement. The Employee shall be entitled to such other rights, and shall be subject to such obligations, associated with such Class B Interest as are provided in the CPN Management LP Agreement.

KKR & Co. L.P. – Deed of Amendment to Second Amended and Restated Limited Partnership Agreement of KKR Fund Holdings L.P. Dated May 3, 2018 Effective as of the Effective Time (As Defined Herein) KKR Group Holdings L.P. (As General Partner) and KKR Fund Holdings GP Limited (As General Partner) and KKR Intermediate Partnership L.P. (As Limited Partner) and KKR Group Holdings Corp. (As New General Partner) (May 8th, 2018)
KKR & Co. L.P. – Deed of Amendment to Amended and Restated Limited Partnership Agreement of KKR International Holdings L.P. Dated May 3, 2018 Effective as of the Effective Time (As Defined Herein) KKR Group Holdings L.P. (As General Partner) and KKR Fund Holdings GP Limited (As General Partner) and KKR Intermediate Partnership L.P. (As Limited Partner) and KKR Group Holdings Corp. (As New General Partner) (May 8th, 2018)
KKR & Co. L.P. – Amendment No. 3 to the Second Amended and Restated Limited Partnership Agreement of Kkr Management Holdings L.P. (May 8th, 2018)

This AMENDMENT NO. 3 (this "Amendment"), dated as of May 3, 2018 and effective as of the Effective Time (as defined below), to the Second Amended and Restated Limited Partnership Agreement, dated as of October 1, 2009, as amended by Amendment No. 1, dated as of March 17, 2016, and Amendment No. 2, dated as of June 20, 2016 (as amended from time to time, the "Agreement"), of KKR Management Holdings L.P., a Delaware limited partnership (the "Partnership"), is made by KKR Management Holdings Corp., a Delaware corporation, as the general partner of the Partnership (the "General Partner"), and KKR & Co. L.L.C., a Delaware limited liability company, as limited partner (the "Limited Partner"). Each of the capitalized terms used herein that is not otherwise defined herein shall have the meaning ascribed thereto under the Agreement.

Ares Management Lp – SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF ARES INVESTMENTS L.P. Effective as of March 1, 2018 (May 7th, 2018)

SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this "Agreement") of Ares Investments L.P., entered into as of March 8, 2018 and effective as of March 1, 2018 (the "Effective Date"), among AI Holdco LLC, a Delaware limited liability company, as general partner, and the Limited Partners (as defined herein) of the Partnership.

Ares Management Lp – Second Amended and Restated Limited Partnership Agreement (May 7th, 2018)

SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this "Agreement") of Ares Holdings L.P., entered into as of March 8, 2018 and effective as of March 1, 2018 (the "Effective Date"), among Ares Holdco LLC, a Delaware limited liability company, as general partner, and the Limited Partners (as defined herein) of the Partnership.

PJT Partners Inc. – Third Amendment to the Second Amended and Restated Limited Partnership Agreement of Pjt Partners Holdings Lp (May 4th, 2018)

This Third Amendment (this "Amendment"), dated as of January 1, 2018 to the Second Amended and Restated Limited Partnership Agreement of PJT Partners Holdings LP (the "Partnership") dated October 1, 2015, as amended (the "Agreement") is made by PJT Partners Inc., a Delaware Corporation (the "General Partner"). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Agreement.

Strategic Student & Senior Housing Trust, Inc. – Third Amended and Restated Limited Partnership Agreement of Sssht Operating Partnership, L.P. (April 26th, 2018)

SSSHT Operating Partnership, L.P. (the Partnership) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on October 5, 2016. This Third Amended and Restated Limited Partnership Agreement (Agreement) is entered into effective as of May 1, 2018 among Strategic Student & Senior Housing Trust, Inc., a Maryland corporation (the General Partner), the Original Limited Partner and the Special Limited Partner set forth on Exhibit A hereto, and the Limited Partners party hereto from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

Rodin Income Trust, Inc. – Form of Limited Partnership Agreement of Rodin Income Trust Operating Partnership, L.P. A Delaware Limited Partnership (April 13th, 2018)

This Limited Partnership Agreement (this Agreement) is entered into this [*] day of [*], 2018 between Rodin Income Trust, Inc., a Maryland corporation (the General Partner), and the Limited Partners set forth on Exhibit A attached hereto, as amended from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given to such terms in Article 1.

Broadcom Ltd – Amendment to the Amended and Restated Limited Partnership Agreement of Broadcom Cayman L.P. (March 23rd, 2018)
EES Finance Corp. – Limited Partnership Agreement of Hanover Compression Limited Partnership (March 12th, 2018)
Hines Global Reit II, Inc. – FIFTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF HINES GLOBAL REIT II PROPERTIES LP a DELAWARE LIMITED PARTNERSHIP Dated March 6, 2018 (March 12th, 2018)

This Fifth Amended and Restated Limited Partnership Agreement (this "Agreement") is entered into this 6th day of March 2018 and effective as of the 6th day of December, 2017 (the "Effective Date"), between Hines Global Income Trust, Inc., as the General Partner, Hines Global REIT II Associates Limited Partnership, as the Original Limited Partner, Hines Global REIT II Advisors LP (the "Advisor"), as a Limited Partner and the Limited Partners set forth on Exhibit A attached hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

Logistics Property Trust Inc. – THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BCI IV OPERATING PARTNERSHIP LP a DELAWARE LIMITED PARTNERSHIP March 5, 2018 (March 8th, 2018)
Ocv Fund I, L.P. Second Amended and Restated Limited Partnership Agreement (March 1st, 2018)
SEVENTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF EVERCORE LP Dated as of November 1, 2017 (February 23rd, 2018)

This SEVENTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this "Agreement") of Evercore LP (the "Partnership") is made as of November 1, 2017, by and among Evercore Inc., a corporation formed under the laws of the State of Delaware, as general partner, and the Limited Partners (as defined herein) of the Partnership.

Schedule of the Owners of Company-Managed Texas Roadhouse Restaurants and the Interests Held by Directors, Executive Officers and 5% Stockholders Who Are Parties to Limited Partnership Agreements and Operating Agreements as of December 26, 2017 (February 23rd, 2018)
Carter Validus Mission Critical REIT II, Inc. – Third Amendment to the Amended and Restated Limited Partnership Agreement of Carter Validus Operating Partnership II, LP (February 21st, 2018)

In accordance with Section 4.4.C (Issuance of REIT Shares or Other Securities by the General Partner), Section 5.4 (Additional Partnership Interests), Section 7.1 (Management), including in particular clauses (21) (regarding the authority of the General Partner to issue additional Partnership Interests) and (23) (regarding the amendment and restatement of Exhibit A), and Section 7.3.D (regarding the General Partner's authority to unilaterally amend the Partnership Agreement in the circumstances set forth in such Section) of the Amended and Restated Limited Partnership Agreement, dated June 10, 2014, as amended by that First Amendment thereto, dated December 28, 2015 and that Second Amendment thereto, dated February 9, 2017 (the "Partnership Agreement"), of Carter Validus Operating Partnership II, LP, a Delaware limited partnership (the "Partnership"), the Partnership Agreement is hereby amended, effective February 21, 2018 (the "Effective Date"), by this Third Amendment (this "Third Am

Thirty-Third Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate Office Properties, L.P. (January 26th, 2018)

This Thirty-Third Amendment (the "Amendment") to the Second Amended and Restated Limited Partnership Agreement Of Corporate Office Properties, L.P., a Delaware limited partnership (the Partnership), is made and entered into as of January 25, 2018, by the undersigned.

Global Diversified Futures Fund L.P. – Amendment No. 3 to the Limited Partnership Agreement of Global Diversified Futures Fund L.P. Dated as of June 15, 1998, and as Amended by Amendment No. 1 Dated as of August 8, 2014 and as Amended by Amendment No. 2 Dated as of December 30, 2015 (The "Agreement") (December 13th, 2017)

WHEREAS, consistent with the General Partner's authority to amend the Agreement without the consent of the Limited Partners under Paragraph 17(a), the Agreement shall be amended as follows:

Aaa Capital Energy Fund L.P. – Amendment No. 2 to the Second Amended and Restated Limited Partnership Agreement of Managed Futures Premier Energy Fund L.P. Dated as of January 1, 2015 and as Amended by Amendment No. 1 Dated as of December 30, 2015 (The "Agreement") (December 13th, 2017)

All Limited Partners now and hereafter admitted as limited partners of the Partnership pursuant to powers of attorney now and hereafter executed in favor of and delivered to the General Partner.

Diversified 2000 Futures Fund L.P. – Amendment No. 3 to the Limited Partnership Agreement of Diversified 2000 Futures Fund L.P. Dated as of August 25, 1999, and Amended and Restated as of October 1, 1999 and as Amended by Amendment No. 1 Dated as of August 8, 2014 and as Amended by Amendment No. 2 Dated as of December 30, 2015 (The "Agreement") (December 13th, 2017)

WHEREAS, consistent with the General Partner's authority to amend the Agreement without the consent of the Limited Partners under Paragraph 17(a), the Agreement shall be amended as follows:

Orion Futures Fund Lp – Amendment No. 2 to the Fourth Amended and Restated Limited Partnership Agreement of Orion Futures Fund L.P. Dated as of August 31, 2012 and as Amended by Amendment No. 1 Dated as of December 30, 2015 (The "Agreement") (December 13th, 2017)

WHEREAS, consistent with the General Partner's authority to amend the Agreement without the consent of the Limited Partners under Paragraph 17(a), the Agreement shall be amended as follows:

Emerging Cta Portfolio Lp – Amendment No. 2 to the Fourth Amended and Restated Limited Partnership Agreement of Emerging CTA Portfolio L.P. Dated as of May 1, 2012 and as Amended by Amendment No. 1 Dated as of December 30, 2015 (The "Agreement") (December 13th, 2017)

WHEREAS, consistent with the General Partner's authority to amend the Agreement without the consent of the Limited Partners under Paragraph 17(a), the Agreement shall be amended as follows:

Aaa Capital Energy Fund L.P. II – Amendment No. 2 to the Fourth Amended and Restated Limited Partnership Agreement of Managed Futures Premier Energy Fund L.P. II Dated as of January 1, 2015 and as Amended by Amendment No. 1 Dated as of December 30, 2015 (The "Agreement") (December 13th, 2017)

All Limited Partners now and hereafter admitted as limited partners of the Partnership pursuant to powers of attorney now and hereafter executed in favor of and delivered to the General Partner.

Potomac Futures Fund Lp – Amendment No. 1 to the Fourth Amended and Restated Limited Partnership Agreement of Potomac Futures Fund L.P. Dated as of February 29, 2016 (The "Agreement") (December 13th, 2017)

WHEREAS, consistent with the General Partner's authority to amend the Agreement without the consent of the Limited Partners under Paragraph 17(a), the Agreement shall be amended as follows:

Morgan Stanley Smith Barney Spectrum Select Lp – Eighth Amended and Restated Limited Partnership Agreement (December 11th, 2017)

This Eighth Amended and Restated Agreement of Limited Partnership, made as of December 8, 2017 (this Agreement), amends and restates the limited partnership agreement, made as of March 21, 1991, which was previously amended and restated as of August 31, 1993, October 17, 1996, May 31, 1998, February 28, 2000, April 25, 2005, April 2, 2007, and January 1, 2016, by and among Ceres Managed Futures LLC, a Delaware limited liability company (the General Partner), and the other parties who shall execute this Agreement, whether in counterpart, by separate instrument, or otherwise, as limited partners (collectively, Limited Partners; the General Partner and Limited Partners may be collectively referred to herein as Partners). The definitions of capitalized terms used in this Agreement and not defined where used may be found by reference to the index of defined terms in Section 16.