FIRST AMENDMENT TO EIGHTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF KARMAN TOPCO L.P.
Execution Version
FIRST AMENDMENT TO
EIGHTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
OF KARMAN TOPCO L.P.
This First Amendment to the Eighth Amended and Restated Limited Partnership Agreement of Karman Topco L.P. (this “Amendment”) is made as of October 27, 2022 by Xxxxxx XX LLC, a Delaware limited liability company (the “General Partner”). The defined terms used herein shall have the same meaning as defined in the LP Agreement (as defined below) unless otherwise stated herein.
WITNESSETH:
WHEREAS, the General Partner and the Limited Partners entered into that certain Eighth Amended and Restated Limited Partnership Agreement of Karman Topco L.P., a Delaware limited partnership (the “Partnership”), dated as of September 7, 2020, as amended (the “LP Agreement”); and
WHEREAS, the General Partner desires to amend the terms of the LP Agreement as provided below.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Amendment, in consideration of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby covenant and agree as follows:
“(e) Common Series C-2 Unit Award Documentation. Notwithstanding anything else in this Agreement to the contrary, the terms of this Section 3.1(e) (including any definition or other provision of this Agreement that is referenced in this Section 3.1(e) or which otherwise gives effect to the provisions of this Section 3.1(e)) in respect of any Common Series C-2 Limited Partner will be subject to the provisions of any Restricted Unit Agreement or other agreement between the Partnership and such Common Series C-2 Limited Partner with respect to the Common Series C-2 Units held by such Common Series C-2 Limited Partner.”
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IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first above written.
GENERAL PARTNER:
XXXXXX XX LLC
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By: |
/s/ Xxxxxxx X.X. Xxxxxxxx |
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Name: Xxxxxxx X.X. Breitner Title: Co-President |
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By: |
/s/ Xxxxxxx X. Xxxxx |
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Name: Xxxxxxx X. Xxxxx Xxxxx: Co-President
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