Restated Partnership Agreement Sample Contracts

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Atlas Growth Partners, L.P. – First Amended and Restated Partnership Agreement of Atlas Growth Partners, L.P. (April 6th, 2016)

This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS GROWTH PARTNERS, L.P., dated as of [Listing Event Date], is entered into by and between ATLAS GROWTH PARTNERS GP, LLC, a Delaware limited liability company, as the General 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 hereto hereby agree as follows:

Atlas Growth Partners, L.P. – First Amended and Restated Partnership Agreement of Atlas Growth Partners, L.P. (October 21st, 2015)

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is made and entered into as of the date set forth below, by and among Atlas Growth Partners GP, LLC, referred to as Atlas or the General Partner, the limited partner, and the remaining parties from time to time signing a Subscription Agreement for Limited Partner Interests, these parties, sometimes referred to as Limited Partners.

AMENDED AND RESTATED PARTNERSHIP AGREEMENT of THE LION FUND II, L.P. (A Delaware Limited Partnership) as of June 3, 2015 (June 4th, 2015)

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP ("Agreement") dated as of June 3, 2015, by and among Biglari Capital Corp., a Texas limited liability company ("Biglari Capital") (referred to as the "General Partner") and such other parties who have executed and shall execute this Agreement, as amended, whether in counterpart, by separate installment or otherwise, as Limited Partners.

Fortress Transportation & Infrastructure Investors LLC – FOURTH AMENDED AND RESTATED PARTNERSHIP AGREEMENT of FORTRESS WORLDWIDE TRANSPORTATION AND INFRASTRUCTURE GENERAL PARTNERSHIP Dated as of May 20, 2015 (May 22nd, 2015)

This FOURTH AMENDED AND RESTATED PARTNERSHIP AGREEMENT of Fortress Worldwide Transportation and Infrastructure General Partnership, a Delaware partnership (the Partnership), is made as of the 20th day of May, 2015, by and among Fortress Worldwide Transportation and Infrastructure Master GP LLC, a Delaware limited liability company, as the Fortress Partner (as defined below), Fortress Transportation and Infrastructure Investors LLC, a Delaware limited liability company (the Operating Partner), and each Person admitted as a partner following the date hereof in accordance with the terms of this Agreement (each of the foregoing, a Partner and, collectively, the Partners), and has been executed for the purpose of continuing the Partnership pursuant to the provisions of the Partnership Act (as defined below) and on the terms set out herein.

Fortress Transportation & Infrastructure Investors LLC – FOURTH AMENDED AND RESTATED PARTNERSHIP AGREEMENT of FORTRESS WORLDWIDE TRANSPORTATION AND INFRASTRUCTURE GENERAL PARTNERSHIP Dated as of , 2015 (May 1st, 2015)

This FOURTH AMENDED AND RESTATED PARTNERSHIP AGREEMENT of Fortress Worldwide Transportation and Infrastructure General Partnership, a Delaware partnership (the Partnership), is made as of the th day of , 2015, by and among Fortress Worldwide Transportation and Infrastructure Master GP LLC, a Delaware limited liability company, as the Fortress Partner (as defined below), Fortress Transportation and Infrastructure Investors LLC, a Delaware limited liability company (the Operating Partner), and each Person admitted as a partner following the date hereof in accordance with the terms of this Agreement (each of the foregoing, a Partner and, collectively, the Partners), and has been executed for the purpose of continuing the Partnership pursuant to the provisions of the Partnership Act (as defined below) and on the terms set out herein.

NorthStar Healthcare Income, Inc. – Amended and Restated Partnership Agreement of Healthcare Ga Holdings, General Partnership (January 20th, 2015)

THIS AMENDED AND RESTATED PARTNERSHIP AGREEMENT is made as of the 13th day of January 2015, by and between Healthcare GA Holdings-T, LLC, a Delaware limited liability company ("NRF Partner"), and Healthcare GA Holdings NT-HCI, LLC, a Delaware limited liability company ("NHI Partner"), and amends, restates and supersedes in its entirety that certain Partnership Agreement by and between NRF Partner and NHI Partner dated as of the 3rd day of December 2014 (the "Original Agreement"), by memorializing the terms thereof that were intended to be included therein on the date thereof, and which shall remain in full force and effect as amended and restated herein.

Legacy Reserves Lp – Legacy Reserves Lp Third Amended and Restated Partnership Agreement Term Sheet (May 6th, 2014)

In connection with the disposition by WPX Energy, Inc. (WPX) of certain oil and gas assets to Legacy Reserves LP (LGCY), Legacy Reserves GP, LLC (the General Partner) will amend and restate the LGCY partnership agreement (the Amended Partnership Agreement) to provide for unitized incentive distribution rights (IDR units), and WPX and LGCY will enter into an IDR Rights Agreement providing for certain rights and obligations of WPX and LGCY with respect to the IDR Units held by WPX (WPX IDRs).

CERTIFICATE OF DESIGNATION OF 6.625% SERIES E CUMULATIVE REDEEMABLE PREFERRED UNITS OF CBL & ASSOCIATES LIMITED PARTNERSHIP Pursuant to Article 4.4 of the Fourth Amended and Restated Partnership Agreement of CBL & Associates Limited Partnership (October 5th, 2012)

WHEREAS, CBL & Associates Properties, Inc. (the "Company") has issued 690,000 shares (the "Offering") of 6.625% Series E Cumulative Redeemable Preferred Stock (the "Preferred Stock");

Amendment Number 5 to Cellco Partnership Amended and Restated Partnership Agreement (February 28th, 2011)

This Amendment dated as of January 21, 2011 (the Amendment), by and among Bell Atlantic Mobile Systems, Inc., GTE Wireless Incorporated, PCS Nucleus, L.P. and JV Partnerco, LLC.

Inergy Holdings Lp – Section 4.12 Agreements 19 Article v Representations and Warranties Section 5.1 Disclosure Schedule 19 Section 5.2 Representations and Warranties 19 Article Vi Covenants Section 6.1 Best Efforts 25 Section 6.2 Equityholder Approvals 25 Section 6.3 Registration Statement 26 Section 6.4 Press Releases 27 Section 6.5 Access; Information 27 Section 6.6 Acquisition Proposals; Change in Recommendation 28 Section 6.7 Affiliate Arrangements 30 Section 6.8 Takeover Laws 30 Section 6.9 No Rights Triggered 30 Section 6.10 Units Listed 30 Section 6.11 Third Party Approvals 31 Section 6.12 Indemnification; (August 9th, 2010)
Inergy – Section 4.12 Agreements 19 Article v Representations and Warranties Section 5.1 Disclosure Schedule 19 Section 5.2 Representations and Warranties 19 Article Vi Covenants Section 6.1 Best Efforts 25 Section 6.2 Equityholder Approvals 25 Section 6.3 Registration Statement 26 Section 6.4 Press Releases 27 Section 6.5 Access; Information 27 Section 6.6 Acquisition Proposals; Change in Recommendation 28 Section 6.7 Affiliate Arrangements 30 Section 6.8 Takeover Laws 30 Section 6.9 No Rights Triggered 30 Section 6.10 Units Listed 30 Section 6.11 Third Party Approvals 31 Section 6.12 Indemnification; (August 9th, 2010)
AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF 7.375% SERIES D CUMULATIVE REDEEMABLE PREFERRED UNITS OF CBL & ASSOCIATES LIMITED PARTNERSHIP Pursuant to Article 4.4 of the Second Amended and Restated Partnership Agreement of CBL & Associates Limited Partnership (March 1st, 2010)

WHEREAS, CBL & Associates Properties, Inc. (the "Company") previously issued, in December 2004, 700,000 shares (the "2004 Offering") of 7.375% Series D Cumulative Redeemable Preferred Stock (the "Preferred Stock"); and

Fifth Amendment to Amended & Restated Partnership Agreement (March 12th, 2009)

THIS FIFTH AMENDMENT (the Fifth Amendment), dated as of February 15, 2005, to the Amended and Restated Partnership Agreement, dated as of March 22, 1999, as amended by the First Amendment dated as of November 15, 1999, the Second Amendment dated as of November 18, 1999, the Third Amendment dated as of May 1, 2003 and the Fourth Amendment dated as of January 27, 2004 (collectively, the Partnership Agreement), of ACADIA REALTY LIMITED PARTNERSHIP, a Delaware limited partnership (the Partnership). Capitalized terms used herein but not defined herein shall have the meanings given such terms in the Partnership Agreement.

Sixth Amendment to Amended & Restated Partnership Agreement (March 12th, 2009)

THIS SIXTH AMENDMENT (the Sixth Amendment), dated as of August 8, 2005, to the Amended and Restated Partnership Agreement, dated as of March 22, 1999, as amended by the First Amendment dated as of November 15, 1999, the Second Amendment dated as of November 18, 1999, the Third Amendment dated as of May 1, 2003, the Fourth Amendment dated as of January 27, 2004 and the Fifth Amendment dated as of February 15, 2005 (collectively, the Partnership Agreement), of ACADIA REALTY LIMITED PARTNERSHIP, a Delaware limited partnership (the Partnership). Capitalized terms used herein but not defined herein shall have the meanings given such terms in the Partnership Agreement.

Seventh Amendment to Amended & Restated Partnership Agreement (March 12th, 2009)

THIS SEVENTH AMENDMENT (the Seventh Amendment), dated as of December 12, 2006, to the Amended and Restated Partnership Agreement, dated as of March 22, 1999, as amended by the First Amendment dated as of November 15, 1999, the Second Amendment dated as of November 18, 1999, the Third Amendment dated as of May 1, 2003, the Fourth Amendment dated January 27, 2004, the Fifth Amendment dated as of February 15, 2005 and the Sixth Amendment dated as of August 8, 2005 (collectively, the Partnership Agreement), of ACADIA REALTY LIMITED PARTNERSHIP, a Delaware limited partnership (the Partnership). Capitalized terms used herein but not defined herein shall have the meanings given such terms in the Partnership Agreement.

Eighth Amendment to Amended and Restated Partnership Agreement (March 12th, 2009)

THIS EIGHTH AMENDMENT (the Eighth Amendment), dated as of January 15, 2007, to the Amended and Restated Partnership Agreement, dated as of March 22, 1999, as amended by the First Amendment dated as of November 15, 1999, the Second Amendment dated as of November 18, 1999, the Third Amendment dated as of May 1, 2003, the Fourth Amendment dated as of January 27, 2004, the Fifth Amendment dated as of February 15, 2005, the Sixth Amendment dated as of August 8, 2005, and the Seventh Amendment dated as of December 12, 2006 (collectively, the Agreement), of ACADIA REALTY LIMITED PARTNERSHIP, a Delaware limited partnership (the Partnership). Capitalized terms used herein but not defined herein shall have the meanings given such terms in the Agreement.

Corporate Realty Income Fund I L P – Amendment to Amended and Restated Partnership Agreement Corporate Realty Income Fund I, L.P. (October 18th, 2007)

The undersigned, desiring to amend the Amended and Restated Partnership Agreement of Corporate Realty Income Fund I, L.P., dated as of July 24, 1995 (the Partnership Agreement), hereby make and execute the following amendment to the Partnership Agreement, effective as of February 9, 2007.

Rex Energy Corporation – AMENDED AND RESTATED PARTNERSHIP AGREEMENT FOR CHARLIE BROWN AIR II LIMITED PARTNERSHIP a Delaware Limited Partnership (July 6th, 2007)

WHEREAS, L & B Air LLC (General Partner), Lance Shaner (Lance) and Bruce Heim (Bruce) organized a limited partnership known as Charlie Brown Air II Limited Partnership on December 18, 2006 (the Partnership) pursuant to the Delaware Revised Limited Partnership Act on December 18, 2006 and in connection therewith, executed a partnership agreement dated as of the same date (the Original Partnership Agreement);

Third Amended and Restated Partnership Agreement for California Newspapers Partnership a Delaware General Partnership (September 28th, 2006)

THIS THIRD AMENDED AND RESTATED PARTNERSHIP AGREEMENT of California Newspapers Partnership, a Delaware general partnership (the Partnership) is made and entered into as of this 2nd day of August, 2006 by and among West Coast MediaNews LLC, a Delaware limited liability company (West Coast MediaNews), Stephens California Media LLC (f/k/a Donrey Newspapers LLC), an Arkansas limited liability company (SCM), The Sun Company of San Bernardino, California, a California corporation (Sun), California Newspapers, Inc., a California corporation (California Newspapers), Media WestSBC, Inc., a Delaware corporation (MWSBC), Media WestCNI, Inc., a Delaware corporation (MWCNI, with Sun, California Newspapers, MWSBC and MWCNI being sometimes hereinafter collectively referred to as Gannett) and each other individual or business entity who may hereafter be admitted from time to time as a Partner hereunder. West Coast MediaNews, SCM, Sun, California Newspapers, MWSBC and MWCNI and any other individual and

Second Amended and Restated Partnership Agreement for Texas-New Mexico Newspapers Partnership a Delaware General Partnership (September 28th, 2006)

THIS SECOND AMENDED AND RESTATED PARTNERSHIP AGREEMENT of Texas-New Mexico Newspapers Partnership, a Delaware general partnership (the Partnership) is effective as of the 2nd day of August, 2006 by and among Gannett Texas L.P., a Delaware limited partnership (Gannett) and Northwest New Mexico Publishing Company, a Delaware corporation, the successor-in-interest to New Mexico-Texas MediaNews LLC, a Delaware limited liability company (MediaNews), and each other individual or business entity who may hereafter be admitted from time to time as a Partner hereunder. Gannett and MediaNews and any other individual and/or business entity subsequently admitted shall be known as and referred to as Partners and individually as a Partner.

Amended and Restated Partnership Agreement for Texas-New Mexico Newspapers Partnership a Delaware General Partnership (February 14th, 2006)

THIS AMENDED AND RESTATED PARTNERSHIP AGREEMENT of Texas-New Mexico Newspapers Partnership, a Delaware general partnership (the Partnership) is effective as of the 25th day of December, 2005 by and among Gannett Texas L.P., a Delaware limited partnership (Gannett) and TNP Publishing, LLC (f/k/a New Mexico-Texas MediaNews LLC), a Delaware limited liability company (MediaNews), and each other individual or business entity who may hereafter be admitted from time to time as a Partner hereunder. Gannett and MediaNews and any other individual and/or business entity subsequently admitted shall be known as and referred to as Partners and individually as a Partner.

Carlyle Real Estate Ltd Partnership Xiii – Assignment of Limited Partnership Interest (March 17th, 1998)