SECOND AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF KILGORE PARTNERS, L.P. A Utah Limited Partnership
Exhibit 3.72
SECOND AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT
OF
XXXXXXX PARTNERS, L.P.
A Utah Limited Partnership
This Second Amendment to Limited Partnership Agreement of XXXXXXX PARTNERS, L.P. (“Second Amendment”), is made effective as of January 3, 2016 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”; (iv) XxXxxxx Xxxxxxx Construction Co, a Utah corporation, as a “Limited Partner” and (v) Xxxx Construction, Inc., a Colorado 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 which was subsequently amended with the First Amendment to Limited Partnership Agreement of Xxxxxxx Partners, L.P. on August 21, 2015 (together, the “Partnership Agreement”);
WHEREAS, the Members of the Company desire to enter into this Second Amendment in order to reflect the addition of Xxxx Construction, Inc.. 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 |
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Address |
Summit Materials, LLC |
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0000 Xxxxxxx, 0xx Xxxxx |
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Xxxxxx, XX 00000 |
B & B Resources, Inc. |
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0000 Xxxxxxx, 0xx Xxxxx |
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Xxxxxx, XX 00000 |
Xxxxx & Xxxxx, Inc. |
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0000 Xxxxxxx, 0xx Xxxxx |
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Xxxxxx, XX 00000 |
XxXxxxx Xxxxxxx Construction Co |
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0000 Xxxxxxx, 0xx Xxxxx |
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Xxxxxx, XX 00000 |
Xxxx Construction, Inc. |
|
0000 Xxxxxxx, 0xx Xxxxx |
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|
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
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Agreed Value of Initial |
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Partner |
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Initial Capital Contribution |
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Capital Contribution |
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Summit Materials, LLC |
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Management services; All of the net |
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$ |
164,872,000.00 |
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assets of its wholly-owned |
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subsidiary, Xxxxxxx Companies, |
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LLC, as described in the |
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Assignment and Assumption |
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Agreement and Xxxx of Sale at |
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Exhibit A |
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B & B Resources, Inc. |
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All of the net assets of B&B |
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$ |
5,000,000.00 |
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Resources, Inc. as described in the |
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Assignment and Assumption |
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Agreement and Xxxx of Sale at |
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Exhibit B |
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Xxxxx & Xxxxx, Inc. |
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All of the net assets of Xxxxx & |
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$ |
15,860,000.00 |
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Xxxxx, Inc. as described in the |
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Assignment and Assumption |
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Agreement and Xxxx of Sale at |
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Exhibit C |
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XxXxxxx Xxxxxxx |
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All of the net assets of XxXxxxx |
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39,855,000.00 |
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Construction Co |
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Xxxxxxx Construction Co. as |
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described in the Assignment and |
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Assumption Agreement and Xxxx of |
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Sale at Exhibit X |
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Xxxx Construction, Inc. |
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All of the net assets of Xxxx |
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$ |
42,121,000.00 |
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Construction, Inc. as described in |
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the Assignment and Assumption |
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Agreement and Xxxx of Sale at |
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Exhibit E |
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Total |
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$ |
267,708,000.00 |
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3. Ratification. Except as expressly amended hereby, the Partnership Agreement is hereby confirmed and ratified in all respects.
IN WITNESS WHEREOF, the Parties have executed this Second Amendment to be effective as of the date first written above.
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General Partner: |
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Summit Materials, LLC |
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/s/ Xxxx Xxx Xxxxxxxx |
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Xxxx Xxx Xxxxxxxx, Secretary |
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Limited Partners: |
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Summit Materials, LLC |
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/s/ Xxxxx Xxxxxxx |
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Xxxxx Xxxxxxx, President |
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B & B Resources, Inc. |
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/s/ Xxxxx Xxxxxxx |
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Xxxxx Xxxxxxx, President |
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Xxxxx & Xxxxx, Inc. |
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/s/ Xxxxx Xxxxxxx |
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Xxxxx Xxxxxxx, President |
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XxXxxxx Xxxxxxx Construction Co |
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/s/ Xxxxx Xxxxxxx |
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Xxxxx Xxxxxxx, President |
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Xxxx Construction, Inc. |
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/s/ Xxxxx Xxxxxxx |
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Xxxxx Xxxxxxx, President |