FIRST AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF KILGORE PARTNERS, L.P. A Utah Limited Partnership
Exhibit 3.71
FIRST AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT
OF
XXXXXXX PARTNERS, L.P.
A Utah Limited Partnership
This First Amendment to Limited Partnership Agreement of XXXXXXX PARTNERS, L.P. (“Agreement”), is made effective as of August 21, 2015 is executed and agreed to by (i) Summit Materials, LLC, a Delaware limited liability company, as a “General Partner” and “Limited Partner”; (ii) B & B Resources, Inc. a Utah corporation, as a “Limited Partner”; (iii) Xxxxx & Xxxxx, Inc., a Wyoming corporation, as a “Limited Partner”; and (iv) XxXxxxx Xxxxxxx Construction Co, a Utah corporation, as a “Limited Partner.”
RECITALS:
WHEREAS, effective as of the 1st day of June, 2015, the Members of the Company entered into an Amended and Restated Limited Partnership Agreement (the “Partnership Agreement”);
WHEREAS, the Members of the Company desire to enter into this Amendment in order to reflect the addition of XxXxxxx Xxxxxxx Construction Co. as a limited partner, and its capital contribution to the Partnership.
NOW, THEREFORE, in consideration of mutual covenants, conditions and agreements herein contained, the Parties hereby agree as follows:
1. Section 2.6.2 is deleted in its entirety and replaced with the following:
2.6.2. Limited Partner. The names and addresses of the Limited Partners are:
|
Name |
|
Address |
|
Summit Materials, LLC |
|
0000 Xxxxxxx, 0xx Xxxxx Xxxxxx, XX 00000 |
|
B & B Resources, Inc. |
|
0000 Xxxxxxx, 0xx Xxxxx Xxxxxx, XX 00000 |
|
Xxxxx & Xxxxx, Inc. |
|
0000 Xxxxxxx, 0xx Xxxxx Xxxxxx, XX 00000 |
|
XxXxxxx Xxxxxxx Construction Co |
|
0000 Xxxxxxx, 0xx Xxxxx Xxxxxx, XX 00000 |
2. Schedule A to the Partnership Agreement is replaced with the following:
SCHEDULE A
(Attached to and forming part of Limited Partnership Agreement)
INITIAL CAPITAL CONTRIBUTIONS
|
Partner |
|
Initial Capital Contribution |
|
Agreed Value of Initial |
| |
|
|
|
|
|
|
| |
|
Summit Materials, LLC |
|
Management services; All of the net assets of its wholly-owned subsidiary, Xxxxxxx Companies, LLC, as described in the Assignment and Assumption Agreement and Xxxx of Sale at Exhibit A |
|
$ |
164,872,000.00 |
|
|
B & B Resources, Inc. |
|
All of the net assets of B&B Resources, Inc. as described in the Assignment and Assumption Agreement and Xxxx of Sale at Exhibit B |
|
$ |
5,000,000.00 |
|
|
Xxxxx & Xxxxx, Inc. |
|
All of the net assets of Xxxxx & Xxxxx, Inc. as described in the Assignment and Assumption Agreement and Xxxx of Sale at Exhibit C |
|
$ |
15,860,000.00 |
|
|
XxXxxxx Xxxxxxx Construction Co |
|
All of the net assets of XxXxxxx Xxxxxxx Construction Co. as described in the Assignment and Assumption Agreement and Xxxx of Sale at Exhibit D |
|
39,855,000.00 |
| |
|
|
|
Total |
|
$ |
225,587,000.00 |
|
3. Ratification. Except as expressly amended hereby, the Partnership Agreement is hereby confirmed and ratified in all respects.
[Signatures follow on the next page]
IN WITNESS WHEREOF, the Parties have executed this First Amendment to be effective as of the date first written above.
|
|
General Partner: |
|
|
|
|
|
Summit Materials, LLC |
|
|
|
|
|
/s/ Xxxx Xxx Xxxxxxxx |
|
|
Xxxx Xxx Xxxxxxxx, Secretary |
|
|
|
|
|
|
|
|
Limited Partners: |
|
|
|
|
|
Summit Materials, LLC |
|
|
|
|
|
/s/ Xxxxx Xxxxxxx |
|
|
Xxxxx Xxxxxxx, President |
|
|
|
|
|
B & B Resources, Inc. |
|
|
|
|
|
/s/ Xxxxx Xxxxxxx |
|
|
Xxxxx Xxxxxxx, President |
|
|
|
|
|
|
|
|
Xxxxx & Xxxxx, Inc. |
|
|
|
|
|
/s/ Xxxxx Xxxxxxx |
|
|
Xxxxx Xxxxxxx, President |
|
|
|
|
|
XxXxxxx Xxxxxxx Construction Co |
|
|
|
|
|
/s/ Xxxxx Xxxxxxx |
|
|
Xxxxx Xxxxxxx, President |
