Fifth Amended and Restated Agreement of Limited Partnership Sample Contracts

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EX-3.1 2 d359288dex31.htm EX-3.1 AMENDMENT NO. 3 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN MIDSTREAM PARTNERS, LP
Fifth Amended and Restated Agreement of Limited Partnership • May 5th, 2020 • Delaware

This Amendment No. 3 (this “Amendment”) to the Fifth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (the “Partnership”), dated as of April 25, 2016, as amended by Amendment No. 1 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of May 1, 2016, as amended by Amendment No. 2 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of October 31, 2016 (as so amended, the “Partnership Agreement”), is hereby adopted effective as of March 8, 2017 by American Midstream GP, LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership, pursuant to the authority granted to it in Section 5.6, Section 5.12(b)(v), and Section 13.1 of the Partnership Agreement. Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.

AMENDMENT NO. 6 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN MIDSTREAM PARTNERS, LP
Fifth Amended and Restated Agreement of Limited Partnership • September 11th, 2017 • American Midstream Partners, LP • Natural gas transmission • Delaware

This Amendment No. 6 (this “Amendment”) to the Fifth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (the “Partnership”), dated as of September 7, 2017, as amended by Amendment No. 1 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of May 1, 2016, as amended by Amendment No. 2 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of October 31, 2016, as amended by Amendment No. 3 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of March 8, 2017, as amended by Amendment No. 4 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of May 25, 2017, as amended by Amendment No. 5 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated July 14, 2017 (as so amended, the “Partnership Agreement”), is hereby adopted effective as of August 31, 20

AMENDMENT NO. 1 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENERGY TRANSFER OPERATING, L.P.
Fifth Amended and Restated Agreement of Limited Partnership • January 4th, 2019 • Energy Transfer Operating, L.P. • Pipe lines (no natural gas)

This Amendment No. 1 (this “Amendment No. 1”) to the Fifth Amended and Restated Agreement of Limited Partnership of Energy Transfer Operating, L.P. (the “Partnership”), dated as of October 19, 2018, (the “Partnership Agreement”) is hereby adopted effective as of December 31, 2018, by Energy Transfer Partners GP, L.P., a Delaware limited partnership (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.

FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENERGY TRANSFER OPERATING, L.P.
Fifth Amended and Restated Agreement of Limited Partnership • May 2nd, 2019 • Delaware

This Amendment No. 2 (this “Amendment No. 2”) to the Fifth Amended and Restated Agreement of Limited Partnership of Energy Transfer Operating, L.P. (the “Partnership”) dated as of October 19, 2018 (as amended to date, the “Partnership Agreement”) is hereby adopted effective as of April 25, 2019 by Energy Transfer Partners GP, L.P., a Delaware limited partnership (the “General Partner”), as the general partner of the Partnership. Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.

AMENDMENT NO. 8 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN MIDSTREAM PARTNERS, LP
Fifth Amended and Restated Agreement of Limited Partnership • January 31st, 2018 • American Midstream Partners, LP • Natural gas transmission • Delaware

This Amendment No. 8 (this “Amendment”) to the Fifth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (the “Partnership”), dated as of January 25, 2018, as amended by Amendment No. 1 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of May 1, 2016, as amended by Amendment No. 2 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of October 31, 2016, as amended by Amendment No. 3 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of March 8, 2017, as amended by Amendment No. 4 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of May 25, 2017, as amended by Amendment No. 5 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated July 14, 2017, as amended by Amendment No. 6 to the Fifth Amended and Restated Agreement of Limited Partners

FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
Fifth Amended and Restated Agreement of Limited Partnership • December 2nd, 2020 • Delaware

This Amendment No. 2 (this “Amendment No. 2”) to the Fifth Amended and Restated Agreement of Limited Partnership (as amended by Amendment No. 1 and as of the date hereof, the “Partnership Agreement”) of Magellan Midstream Partners, L.P. (the “Partnership”) is hereby executed and effective as of January 16, 2017, by Magellan GP, LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership, on its own behalf and as attorney in fact on behalf of the limited partners pursuant to Section 2.6 of the Partnership Agreement. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

AMENDMENT NO. 3 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENERGY TRANSFER OPERATING, L.P. JULY 1, 2019
Fifth Amended and Restated Agreement of Limited Partnership • July 2nd, 2019 • Energy Transfer Operating, L.P. • Pipe lines (no natural gas)

This Amendment No. 3 (this “Amendment No. 3”) to the Fifth Amended and Restated Agreement of Limited Partnership of Energy Transfer Operating, L.P. (the “Partnership”), dated as of October 19, 2018, (the “Partnership Agreement”) is hereby adopted effective as of July 1, 2019, by Energy Transfer Partners GP, L.P., a Delaware limited partnership (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.

FOURTH AMENDMENT TO THE FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CRESTWOOD EQUITY PARTNERS LP
Fifth Amended and Restated Agreement of Limited Partnership • June 28th, 2019 • Crestwood Equity Partners LP • Retail-nonstore retailers • Delaware

This Fourth Amendment (this “Amendment”) to the Fifth Amended and Restated Agreement of Limited Partnership of Crestwood Equity Partners LP, a Delaware limited partnership (the “Partnership”), dated as of April 11, 2014, amended by the First Amendment to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of September 30, 2015, the Second Amendment to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of November 8, 2017 and the Third Amendment to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of May 30, 2018 (as so amended, the “Partnership Agreement”), is entered into effective as of June 28, 2019, at the direction of Crestwood Equity GP LLC, as the Managing General Partner of the Partnership (the “Managing General Partner”), pursuant to authority granted to it in Section 13 of the Partnership Agreement. Capitalized terms used but not defined herein have th

AMENDMENT NO. 3 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MAGELLAN MIDSTREAM PARTNERS, L.P.
Fifth Amended and Restated Agreement of Limited Partnership • October 26th, 2018 • Magellan Midstream Partners Lp • Pipe lines (no natural gas) • Delaware

This Amendment No. 3 (this “Amendment No. 3”) to the Fifth Amended and Restated Agreement of Limited Partnership (as amended by Amendment No. 1 and by Amendment No. 2 and as of the date hereof, the “Partnership Agreement”) of Magellan Midstream Partners, L.P. (the “Partnership”) is hereby executed and effective as of October 25, 2018, by Magellan GP, LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership, on its own behalf and as attorney in fact on behalf of the limited partners pursuant to Section 2.6 of the Partnership Agreement. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

AMENDMENT NO. 10 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN MIDSTREAM PARTNERS, LP
Fifth Amended and Restated Agreement of Limited Partnership • May 10th, 2019 • American Midstream Partners, LP • Natural gas transmission • Delaware

This Amendment No. 10 (this “Amendment”) to the Fifth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (the “Partnership”), dated as of April 25, 2016, as amended by Amendment No. 1 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of May 1, 2016, as amended by Amendment No. 2 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of October 31, 2016, as amended by Amendment No. 3 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of March 8, 2017, as amended by Amendment No. 4 to the Fifth Amended and Restated Partnership Agreement of Limited Partnership of the Partnership, dated as of May 25, 2017, as amended by Amendment No. 5 to the Fifth Amended and Restated Partnership Agreement of Limited Partnership of the Partnership, dated as of July 14, 2017, as amended by Amendment No. 6 to the Fifth Amended and Restated

AMENDMENT NO. 4 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENERGY TRANSFER OPERATING, L.P.
Fifth Amended and Restated Agreement of Limited Partnership • January 22nd, 2020 • Energy Transfer Operating, L.P. • Pipe lines (no natural gas) • Delaware

This Amendment No. 4 (this “Amendment No. 4”) to the Fifth Amended and Restated Agreement of Limited Partnership of Energy Transfer Operating, L.P. (the “Partnership”) dated as of October 19, 2018 (as amended to date, the “Partnership Agreement”) is hereby adopted effective as of January 22, 2020 (the “Effective Date”) by Energy Transfer Partners GP, L.P., a Delaware limited partnership (the “General Partner”), as the general partner of the Partnership. Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.

AMENDMENT NO. 1 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MAGELLAN MIDSTREAM PARTNERS, L.P.
Fifth Amended and Restated Agreement of Limited Partnership • October 28th, 2011 • Magellan Midstream Partners Lp • Pipe lines (no natural gas) • Delaware

This Amendment No. 1 (this "Amendment No. 1") to the Fifth Amended and Restated Agreement of Limited Partnership (as amended, the "Partnership Agreement") of Magellan Midstream Partners, L.P. (the "Partnership") is hereby executed and effective as of October 27, 2011, by Magellan GP, LLC, a Delaware limited liability company (the "General Partner"), as general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

AMENDMENT NO. 5 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENERGY TRANSFER OPERATING, L.P. April 30, 2020
Fifth Amended and Restated Agreement of Limited Partnership • May 5th, 2020 • Energy Transfer Operating, L.P. • Pipe lines (no natural gas)

This Amendment No. 5 (this “Amendment No. 5”) to the Fifth Amended and Restated Agreement of Limited Partnership of Energy Transfer Operating, L.P. (the “Partnership”), dated as of October 19, 2018 (the “Partnership Agreement”), is hereby adopted effective as of April 30, 2020, by Energy Transfer Partners GP, L.P., a Delaware limited partnership (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.

FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN MIDSTREAM PARTNERS, LP NOTICE OF CONVERSION
Fifth Amended and Restated Agreement of Limited Partnership • July 23rd, 2019 • Third Coast Midstream, LLC • Natural gas transmission

This Notice of Conversion is executed by the undersigned holder (the “Holder”) in connection with the conversion of Series C Preferred Units of American Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), pursuant to the terms and conditions of that certain Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, as amended (the “Partnership Agreement”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Partnership Agreement.

FERRELLGAS, L.P. FIRST AMENDMENT TO THE FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF FERRELLGAS, L.P.
Fifth Amended and Restated Agreement of Limited Partnership • April 5th, 2021 • Ferrellgas L P • Retail-miscellaneous retail

Ferrellgas, Inc., a Delaware corporation and general partner (“General Partner”) of Ferrellgas, L.P. (the “Partnership”), a limited partnership organized under the Delaware Revised Uniform Limited Partnership Act, 6 Del C. §§ 17-101, et seq., does hereby certify that:

THIRD AMENDMENT TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DUKE REALTY LIMITED PARTNERSHIP
Fifth Amended and Restated Agreement of Limited Partnership • January 5th, 2015 • Duke Realty Limited Partnership/ • Real estate

The undersigned, as the General Partner of Duke Realty Limited Partnership (the “Partnership”), hereby amends the Partnership’s Fifth Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”), pursuant to Sections 4.02(a) and 9.05(a)(v) of the Partnership Agreement, to (a) de-designate all series of preferred units that were designated as Series K Preferred Units, and (b) delete those exhibits designating and setting forth the rights of the Partnership’s previously issued Series K Preferred Units, which series has since been redeemed in full and no units of which series are any longer outstanding. In all other respects, the Partnership Agreement shall continue in full force and effect as amended hereby. Any capitalized terms used in this Amendment and not defined herein have the meanings given to them in the Partnership Agreement.

AMENDMENT NO. 1 TO THE FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENTERPRISE PRODUCTS PARTNERS L.P.
Fifth Amended and Restated Agreement of Limited Partnership • January 3rd, 2008 • Enterprise Products Partners L P • Natural gas transmission • Delaware

This Amendment No. 1 (this “Amendment”) to the Fifth Amended and Restated Agreement of Limited Partnership of Enterprise Products Partners L.P., dated effective as of August 8, 2005 (the “Partnership Agreement”), is hereby adopted effective as of December 27, 2007, by Enterprise Products GP, LLC, a Delaware limited liability company, (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

AMENDMENT NO. 2 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PVR PARTNERS, L.P.
Fifth Amended and Restated Agreement of Limited Partnership • February 26th, 2014 • PVR Partners, L. P. • Natural gas transmission • Delaware

This Amendment No. 2, dated as of February 20, 2014 (this “Amendment No. 2”), to the FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PVR Partners, L.P. (the “Partnership”) is entered into by PVR GP, LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership dated as of May 17, 2012, as amended by Amendment No. 1 thereto dated as of August 16, 2012 (the “Partnership Agreement”).

SECOND AMENDMENT TO THE FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CRESTWOOD EQUITY PARTNERS LP
Fifth Amended and Restated Agreement of Limited Partnership • November 13th, 2017 • Crestwood Equity Partners LP • Retail-nonstore retailers • Delaware

This Second Amendment (this “Amendment”) to the Fifth Amended and Restated Agreement of Limited Partnership of Crestwood Equity Partners LP, a Delaware limited partnership (the “Partnership”), dated as of April 11, 2014, amended by the First Amendment to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of September 30, 2015 (as so amended, the “Partnership Agreement”), is entered into effective as of November 8, 2017, at the direction of Crestwood Equity GP LLC, as the Managing General Partner of the Partnership (the “Managing General Partner”), pursuant to authority granted to it in Section 13.1 of the Partnership Agreement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Partnership Agreement.

AMENDMENT NO. 1 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ASHFORD HOSPITALITY LIMITED PARTNERSHIP
Fifth Amended and Restated Agreement of Limited Partnership • February 28th, 2014 • Ashford Hospitality Trust Inc • Real estate investment trusts • Delaware

This Amendment No. 1 to the Fifth Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership (this “Amendment”) is made as of February 25, 2014, provided that the amendment set forth in paragraph 2 of this Amendment to Section 5.3(b) of the Partnership Agreement is effective January 1, 2013, by Ashford OP General Partner LLC, a Delaware limited liability company, as general partner (the “General Partner”) of Ashford Hospitality Limited Partnership, a Delaware limited partnership (the “Partnership”) and Ashford OP Limited Partner LLC, a Delaware limited liability company, as a limited partner of the Partnership holding 80.924% of the Common Percentage Interests of the Limited Partners of the Partnership (“Ashford OP Limited Partner”), pursuant to the authority granted in Section 11.1(d) of the Fifth Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership, dated November 19, 2013 (the “Partnership Agreement”),

KILROY REALTY, L.P. THIRD AMENDMENT TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
Fifth Amended and Restated Agreement of Limited Partnership • July 29th, 2009 • Kilroy Realty Corp • Real estate investment trusts • Delaware

This Third Amendment to the Fifth Amended and Restated Agreement of Limited Partnership (this “Amendment”) is made as of May 21, 2009 by and among Kilroy Realty Corporation, a Maryland corporation, as general partner (the “General Partner”) of Kilroy Realty, L.P., a Delaware limited partnership (the “Partnership”), and the other parties listed on the signature pages hereto, for the purpose of amending the Fifth Amended and Restated Agreement of Limited Partnership, dated as of March 5, 2004, as amended to the date hereof (the “Partnership Agreement”).

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KILROY REALTY, L.P. THIRD AMENDMENT TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
Fifth Amended and Restated Agreement of Limited Partnership • May 28th, 2009 • Kilroy Realty Corp • Real estate investment trusts • Delaware

This Third Amendment to the Fifth Amended and Restated Agreement of Limited Partnership (this “Amendment”) is made as of May 21, 2009 by and among Kilroy Realty Corporation, a Maryland corporation, as general partner (the “General Partner”) of Kilroy Realty, L.P., a Delaware limited partnership (the “Partnership”), and the other parties listed on the signature pages hereto, for the purpose of amending the Fifth Amended and Restated Agreement of Limited Partnership, dated as of March 5, 2004, as amended to the date hereof (the “Partnership Agreement”).

KILROY REALTY, L.P. SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
Fifth Amended and Restated Agreement of Limited Partnership • October 29th, 2008 • Kilroy Realty Corp • Real estate investment trusts • Delaware

This Second Amendment to the Fifth Amended and Restated Agreement of Limited Partnership (this “Amendment”) is made as of October 2, 2008 by Kilroy Realty Corporation, a Maryland corporation, as general partner (the “General Partner”) of Kilroy Realty, L.P., a Delaware limited partnership (the “Partnership”), for the purpose of amending the Fifth Amended and Restated Agreement of Limited Partnership, dated as of March 5, 2004, as amended to the date hereof (the “Partnership Agreement”).

FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN MIDSTREAM PARTNERS, LP NOTICE OF CONVERSION
Fifth Amended and Restated Agreement of Limited Partnership • July 23rd, 2019 • Third Coast Midstream, LLC • Natural gas transmission

This Notice of Conversion is executed by the undersigned holder (the “Holder”) in connection with the conversion of Series A-1 Preferred Units of American Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), pursuant to the terms and conditions of that certain Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, as amended (the “Partnership Agreement”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Partnership Agreement.

AMENDMENT NO. 1 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENSKE TRUCK LEASING CO., L.P.
Fifth Amended and Restated Agreement of Limited Partnership • February 25th, 2016 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations • Delaware

THIS AMENDMENT NO. 1 (this “Amendment”) to that certain FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP dated March 18, 2015 (the “Original Agreement”), is made this 24th day of November, 2015 (the “Restructuring Date”) by and among Penske Truck Leasing Corporation, a Delaware corporation with its offices at 2675 Morgantown Road, Reading, Pennsylvania 19607 (as further defined in the Original Agreement, “PTLC”), PTL GP, LLC, a Delaware limited liability company, formerly known as LJ VP, LLC, with its offices at 2675 Morgantown Road, Reading, Pennsylvania 19607 (as further defined in the Original Agreement, “PTL GP”), Penske Automotive Group, Inc., a Delaware corporation with its offices at 2555 Telegraph Road, Bloomfield Hills, Michigan 48302 (as further defined in the Original Agreement, “PAG”), GE Capital Truck Leasing Holding LLC, a Delaware limited liability company, formerly GE Capital Truck Leasing Holding Corp., with its offices at 2711 Centerville Road, Suite 400, W

SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DUKE REALTY LIMITED PARTNERSHIP
Fifth Amended and Restated Agreement of Limited Partnership • December 16th, 2014 • Duke Realty Limited Partnership/ • Real estate

The undersigned, as the General Partner of Duke Realty Limited Partnership (the “Partnership”), hereby amends the Partnership’s Fifth Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”), pursuant to Sections 4.02(a) and 9.05(a)(v) of the Partnership Agreement, to (a) de-designate all series of preferred units that were designated as Series L Preferred Units, and (b) delete those exhibits designating and setting forth the rights of the Partnership’s previously issued Series L Preferred Units, which series has since been redeemed in full and no units of which series are any longer outstanding. In all other respects, the Partnership Agreement shall continue in full force and effect as amended hereby. Any capitalized terms used in this Amendment and not defined herein have the meanings given to them in the Partnership Agreement.

AMENDMENT NO. 4 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN MIDSTREAM PARTNERS, LP
Fifth Amended and Restated Agreement of Limited Partnership • May 31st, 2017 • American Midstream Partners, LP • Natural gas transmission • Delaware

This Amendment No. 4 (this “Amendment”) to the Fifth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (the “Partnership”), dated as of April 25, 2016, as amended by Amendment No. 1 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of May 1, 2016, as amended by Amendment No. 2 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of October 31, 2016, as amended by Amendment No. 3 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of March 8, 2016 (as so amended, the “Partnership Agreement”), is hereby adopted effective as of May 25, 2017 by American Midstream GP, LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership, pursuant to the authority granted to it in Section 13.1 of the Partnership Agreement. Capitalized terms used but not defined herein have the meaning giv

AMENDMENT NO. 1 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENN VIRGINIA RESOURCE PARTNERS, L.P.
Fifth Amended and Restated Agreement of Limited Partnership • August 17th, 2012 • PVR Partners, L P • Bituminous coal & lignite surface mining • Delaware

This Amendment No. 1 (this “Amendment No. 1”) to the FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENN VIRGINIA RESOURCE PARTNERS, L.P. (the “Partnership”) dated as of August 16, 2012, is entered into by PVR GP, LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership dated as of May 17, 2012 (the “Partnership Agreement”).

FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
Fifth Amended and Restated Agreement of Limited Partnership • April 30th, 2020

This Amendment No. 5 (this “Amendment No. 5”) to the Fifth Amended and Restated Agreement of Limited Partnership of Energy Transfer Operating, L.P. (the “Partnership”), dated as of October 19, 2018 (the “Partnership Agreement”), is hereby adopted effective as of April 30, 2020, by Energy Transfer Partners GP, L.P., a Delaware limited partnership (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.

FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CRESTWOOD EQUITY PARTNERS LP
Fifth Amended and Restated Agreement of Limited Partnership • October 1st, 2015 • Crestwood Equity Partners LP • Retail-nonstore retailers • Delaware
AMENDMENT NO. 9 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN MIDSTREAM PARTNERS, LP
Fifth Amended and Restated Agreement of Limited Partnership • May 4th, 2018 • American Midstream Partners, LP • Natural gas transmission • Delaware

This Amendment No. 9 (this “Amendment”) to the Fifth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (the “Partnership”), dated as of April 25, 2016, as amended by Amendment No. 1 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of May 1, 2016, as amended by Amendment No. 2 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of October 31, 2016, as amended by Amendment No. 3 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of March 8, 2017, as amended by Amendment No. 4 to the Fifth Amended and Restated Partnership Agreement of Limited Partnership of the Partnership, dated as of May 25, 2017, as amended by Amendment No. 5 to the Fifth Amended and Restated Partnership Agreement of Limited Partnership of the Partnership, dated as of July 14, 2017, as amended by Amendment No. 6 to the Fifth Amended and Restated P

AMENDMENT NO. 3 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF QUALITYTECH, LP
Fifth Amended and Restated Agreement of Limited Partnership • October 16th, 2018 • QualityTech, LP • Real estate investment trusts • Delaware

THIS AMENDMENT NO. 3 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Amendment”), dated as of October 15, 2018, is entered into by QTS Realty Trust, Inc., a Maryland corporation, as the general partner (the “General Partner”) of QualityTech, LP, a Delaware limited partnership (the “Partnership”), pursuant to the authority granted to the General Partner in the Fifth Amended and Restated Agreement of Limited Partnership of QualityTech, LP, dated as of October 15, 2013, as amended (the “Partnership Agreement”). Capitalized terms used and not defined herein shall have the meanings set forth in the Partnership Agreement.

AMENDMENT NO. 2 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN MIDSTREAM PARTNERS, LP
Fifth Amended and Restated Agreement of Limited Partnership • November 4th, 2016 • American Midstream Partners, LP • Natural gas transmission • Delaware

This Amendment No. 2 (this “Amendment”) to the Fifth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (the “Partnership”), dated as of April 25, 2016 (the “Partnership Agreement”), is hereby adopted effective as of October 31, 2016 by American Midstream GP, LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership, pursuant to the authority granted to it in Section 5.6, Section 5.12(b)(v), Section 5.14(b)(v) and Section 13.1 of the Partnership Agreement. Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.

THIRD AMENDMENT TO THE FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CRESTWOOD EQUITY PARTNERS LP
Fifth Amended and Restated Agreement of Limited Partnership • June 4th, 2018 • Crestwood Equity Partners LP • Retail-nonstore retailers • Delaware

This Third Amendment (this “Amendment”) to the Fifth Amended and Restated Agreement of Limited Partnership of Crestwood Equity Partners LP, a Delaware limited partnership (the “Partnership”), dated as of April 11, 2014, as amended by the First Amendment to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of September 30, 2015, and the Second Amendment to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of November 8, 2017 (as so amended, the “Partnership Agreement”), is entered into effective as of May 30, 2018, at the direction of Crestwood Equity GP LLC, as the Managing General Partner of the Partnership (the “Managing General Partner”), pursuant to authority granted to it in Section 13.1 of the Partnership Agreement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Partnership Agreement.

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