Third Amended and Restated Agreement of Limited Partnership Sample Contracts

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AMENDMENT NO. 2 TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENN VIRGINIA RESOURCE PARTNERS, L.P.
Third Amended and Restated Agreement of Limited Partnership • March 31st, 2010 • Penn Virginia GP Holdings, L.P. • Bituminous coal & lignite surface mining • Delaware

This Amendment No. 2 to the Third Amended and Restated Agreement of Limited Partnership of Penn Virginia Resource Partners, L.P., a Delaware limited partnership (the “Partnership”), dated as of March 31, 2010 and effective immediately prior to the closing of the secondary public offering of common units in Penn Virginia GP Holdings, L.P. on March 31, 2010 (this “Amendment”), is made and entered into by Penn Virginia Resource GP, LLC, a Delaware limited liability company, as general partner of the Partnership (the “General Partner”). Capitalized terms used herein and not otherwise defined are used as defined in the Third Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of August 5, 2008, as amended (the “LP Agreement”).

AMENDMENT NO. 6 TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENERGY TRANSFER EQUITY, L.P.
Third Amended and Restated Agreement of Limited Partnership • March 5th, 2021 • Energy Transfer LP • Natural gas transmission • Delaware

This Amendment No. 6 (this “ Amendment ”) to the Third Amended and Restated Agreement of Limited Partnership of Energy Transfer Equity, L.P., a Delaware limited partnership (the “ Partnership ”), dated as of February 8, 2006 (as amended, the “ Partnership Agreement ”), is entered into effective as of October 19, 2018 by LE GP, LLC, a Delaware limited liability company (the “ General Partner ”), as the general partner of the Partnership, on behalf of itself and the Limited Partners of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

third amendment to third amended and restated agreement of limited partnership of Supertel limited partnership
Third Amended and Restated Agreement of Limited Partnership • November 8th, 2016 • Condor Hospitality Trust, Inc. • Real estate investment trusts • Virginia

THIS SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Second Amendment”), dated as of March 2, 2015, is entered into by SUPERTEL HOSPITALITY REIT TRUST, a Maryland real estate investment trust, as general partner (the “General Partner”) of SUPERTEL LIMITED PARTNERSHIP, a Virginia limited partnership (the “Partnership”), for itself and on behalf of the limited partners of the Partnership.

THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
Third Amended and Restated Agreement of Limited Partnership • September 16th, 2015 • Delaware

This Amendment No. 5 (this “Amendment No. 5”) to the Third Amended and Restated Agreement of Limited Partnership of Sunoco Logistics Partners L.P. (the “Partnership”), dated as of January 26, 2010, as amended by Amendment No. 1 thereto dated as of July 1, 2011, Amendment No. 2 thereto dated as of November 21, 2011, Amendment No. 3 thereto dated as of June 12, 2014, and Amendment No. 4 thereto dated as of July 30, 2014 (as so amended, the “Partnership Agreement”), is hereby adopted effective as of August 28, 2015, by Sunoco Partners LLC, a Pennsylvania limited liability company (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.

AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENERGY TRANSFER EQUITY, L.P.
Third Amended and Restated Agreement of Limited Partnership • March 5th, 2021 • Energy Transfer LP • Natural gas transmission • Delaware

This Amendment No. 3 (this “ Amendment ”) to the Third Amended and Restated Agreement of Limited Partnership of Energy Transfer Equity, L.P., a Delaware limited partnership (the “ Partnership ”), dated as of February 8, 2006 (the “ Partnership Agreement ”), is entered into effective as of May 26, 2010, by LE GP, LLC, a Delaware limited liability company (the “ General Partner ”), as the general partner of the Partnership, on behalf of itself and the Limited Partners of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENERGY TRANSFER PARTNERS GP, L.P.
Third Amended and Restated Agreement of Limited Partnership • March 28th, 2012 • Energy Transfer Equity, L.P. • Natural gas transmission • Delaware

This Amendment No. 2 (this “Amendment No. 2”), dated March 26, 2012, to the Third Amended and Restated Agreement of Limited Partnership of Energy Transfer Partners GP, L.P. (the “Partnership”), dated as of April 17, 2007 (the “Partnership Agreement”) is hereby adopted, executed and agreed to by Energy Transfer Partners, L.L.C., a Delaware limited liability company, as the general partner of the Partnership (the “General Partner”). Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS 66 PARTNERS LP
Third Amended and Restated Agreement of Limited Partnership • October 27th, 2021 • Phillips 66 Partners Lp • Pipe lines (no natural gas) • Delaware

This Amendment No. 1 (this “Amendment”) to the Third Amended and Restated Agreement of Limited Partnership of Phillips 66 Partners LP, a Delaware limited partnership (the “Partnership”), dated as of August 1, 2019 (the “Partnership Agreement”), is entered into effective as of October 26, 2021 by Phillips 66 Partners GP LLC, a Delaware limited liability company (the “General Partner”), as the general partner of the Partnership. Capitalized terms used but not defined herein have the respective meanings given to such terms in the Partnership Agreement.

AMENDMENT NO. 10 TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENERGY TRANSFER LP
Third Amended and Restated Agreement of Limited Partnership • November 6th, 2023 • Energy Transfer LP • Natural gas transmission • Delaware

This Amendment No. 10 (this “Amendment No. 10”) to the Third Amended and Restated Agreement of Limited Partnership of Energy Transfer LP (the “Partnership”) dated as of February 8, 2006 (as amended to date, the “Partnership Agreement”) is hereby adopted effective as of November 3, 2023 (the “Effective Date”) by LE GP, LLC, a Delaware limited liability company (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 THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HIGH SIERRA ENERGY, LP
Third Amended and Restated Agreement of Limited Partnership • June 29th, 2017 • NGL Crude Terminals, LLC • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware

This Amendment No. 1 (this “Amendment”) to the Third Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) of High Sierra Energy, LP (the “Partnership”) is entered into effective as of May 11, 2011 by High Sierra Energy GP, LLC, a Colorado 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 (as defined below).

AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENERGY TRANSFER EQUITY, L.P.
Third Amended and Restated Agreement of Limited Partnership • March 5th, 2021 • Energy Transfer LP • Natural gas transmission • Delaware

This Amendment No. 5 (this “ Amendment ”) to the Third Amended and Restated Agreement of Limited Partnership of Energy Transfer Equity, L.P., a Delaware limited partnership (the “ Partnership ”), dated as of February 8, 2006 (as amended, the “ Partnership Agreement ”), is entered into effective as of March 8, 2016 by LE GP, LLC, a Delaware limited liability company (the “ General Partner ”), as the general partner of the Partnership, on behalf of itself and the Limited Partners of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

Item 15. Exhibits and Financial Statement Schedules
Third Amended and Restated Agreement of Limited Partnership • November 7th, 2020

All schedules are omitted because they are not applicable, or the required information is shown in the consolidated financial statements or notes thereto.

AMENDMENT NO.3 TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PLAINS ALL AMERICAN PIPELINE, L.P.
Third Amended and Restated Agreement of Limited Partnership • August 22nd, 2007 • Plains All American Pipeline Lp • Pipe lines (no natural gas) • Delaware

This Amendment No. 3 (this “Amendment”) to the Third Amended and Restated Agreement of Limited Partnership of Plains All American Pipeline, L.P., dated as of June 27, 2001 (the “Partnership Agreement”), is hereby adopted effective as of August 16, 2007, by Plains AAP, L.P., a Delaware limited partnership, (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

THIRTY-NINTH AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P.
Third Amended and Restated Agreement of Limited Partnership • May 10th, 2004 • Apartment Investment & Management Co • Real estate investment trusts

This THIRTY-NINTH AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P., dated as of March 17, 2004 (this "Amendment"), is being executed by AIMCO-GP, Inc., a Delaware corporation (the "General Partner"), as the general partner of AIMCO Properties, L.P., a Delaware limited partnership (the "Partnership"), pursuant to the authority conferred on the General Partner by Section 7.3.C(7) of the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 29, 1994, as amended and/or supplemented from time to time (the "Agreement"). Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed thereto in the Agreement.

AMENDMENT NO. 1
Third Amended and Restated Agreement of Limited Partnership • February 26th, 2021 • Evolve Transition Infrastructure LP • Crude petroleum & natural gas • Delaware

This Amendment No. 1 (this “Amendment”) to Third Amended and Restated Agreement of Limited Partnership of Sanchez Midstream Partners LP, a Delaware limited partnership (the “Partnership”), dated as of August 2, 2019 (the “Partnership Agreement”), is entered into effective as of February 26, 2021 by Sanchez Midstream Partners GP LLC, a Delaware limited liability company (the “General Partner”), as the sole general partner of the Partnership, pursuant to Section 13.1 of the Partnership Agreement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Partnership Agreement.

SELKIRK COGEN PARTNERS, L.P. AMENDMENT NO. 3 TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
Third Amended and Restated Agreement of Limited Partnership • March 29th, 2002 • Selkirk Cogen Partners Lp • Electric services

This Amendment No. 3 to the THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is made as of November 15, 2001, by and among the undersigned parties.

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
Third Amended and Restated Agreement of Limited Partnership • August 6th, 2015 • VEREIT Operating Partnership, L.P. • Real estate investment trusts

This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Amendment’) of ARC PROPERTIES OPERATING PARTNERSHIP, L.P. (the “Partnership”), dated January 26, 2015 and effective as of June 30, 2014, is entered into by AMERICAN REALTY CAPITAL PROPERTIES, INC., a Maryland corporation, the general partner (the “General Partner”) and a limited partner (a “Limited Partner”).

AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PLAINS PIPELINE, L.P.
Third Amended and Restated Agreement of Limited Partnership • February 28th, 2014 • Plains All American Pipeline Lp • Pipe lines (no natural gas) • Texas

This Amendment No. 1 (this “Amendment”) to the Third Amended and Restated Agreement of Limited Partnership of Plains Pipeline, L.P., a Texas limited partnership (the “Partnership), is hereby adopted effective as of January 1, 2013, by Plains GP LLC, a Texas limited liability company (the “General Partner”) and Plains Marketing, L.P., a Texas limited partnership (the “Limited Partner” and, together with the General Partner, collectively referred to as the “Partners”). Capitalized terms used but not defined herein shall have their respective meanings as set forth in the Partnership Agreement (defined below).

AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NATURAL RESOURCE PARTNERS L.P.
Third Amended and Restated Agreement of Limited Partnership • April 8th, 2008 • Natural Resource Partners Lp • Bituminous coal & lignite surface mining • Delaware

This Amendment No. 1 (this “Amendment No. 1”) to the Third Amended and Restated Agreement of Limited Partnership (as amended, the “Partnership Agreement”) of Natural Resource Partners L.P. (the “Partnership”) is hereby adopted by NRP (GP) LP, a Delaware limited partnership (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. 3 TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
Third Amended and Restated Agreement of Limited Partnership • March 12th, 2021 • Delaware

This Amendment No. 3 (this “Amendment”) to the Third Amended and Restated Agreement of Limited Partnership of Sunoco Logistics Partners L.P., a Delaware limited partnership (the “Partnership”), is entered into as of June 12, 2014, by Sunoco Partners LLC, a Pennsylvania limited liability company (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.

THIRD AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VEREIT OPERATING PARTNERSHIP, L.P. (a Delaware limited partnership)
Third Amended and Restated Agreement of Limited Partnership • December 17th, 2020 • VEREIT Operating Partnership, L.P. • Real estate investment trusts

This Third Amendment (this “Amendment”) to the Third Amended and Restated Agreement of Limited Partnership of VEREIT Operating Partnership, L.P. (the “Partnership Agreement”), a Delaware limited partnership (the “Partnership”), dated as of January 3, 2014 and as amended by amendments dated January 26, 2015 and July 28, 2015, is entered into as of December 17, 2020 by VEREIT, Inc., a Maryland corporation and the sole general partner of the Partnership (the “General Partner”).

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THIRD AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CSP OPERATING PARTNERSHIP, LP Dated as of December 17, 2015
Third Amended and Restated Agreement of Limited Partnership • December 18th, 2015 • Gramercy Property Trust • Real estate investment trusts • Delaware

THIS THIRD AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CSP OPERATING PARTNERSHIP (this “Amendment”), dated as of December 17, 2015, is hereby adopted by Gramercy Property Trust, a Maryland real estate investment trust (defined in the Agreement, hereinafter defined, as the “General Partner”), as the general partner of CSP Operating Partnership, LP, a Delaware limited partnership (the “Partnership”). For ease of reference, capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Third Amended and Restated Agreement of Limited Partnership of CSP Operating Partnership, LP, effective as of May 1, 2012, as amended by (i) the First Amendment to the Third Amended and Restated Agreement of Limited Partnership of CSP Operating Partnership, LP, dated as of July 1, 2012, and (ii) the Second Amendment to the Third Amended and Restated Agreement of Limited Partnership of CSP Operating Partnership, LP, dated as of December 1

AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SUNOCO LOGISTICS PARTNERS L.P.
Third Amended and Restated Agreement of Limited Partnership • June 17th, 2014 • Sunoco Logistics Partners L.P. • Pipe lines (no natural gas) • Delaware

This Amendment No. 3 (this “Amendment”) to the Third Amended and Restated Agreement of Limited Partnership of Sunoco Logistics Partners L.P., a Delaware limited partnership (the “Partnership”), is entered into as of June 12, 2014, by Sunoco Partners LLC, a Pennsylvania limited liability company (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.

Item 15. Exhibits and Financial Statement Schedules
Third Amended and Restated Agreement of Limited Partnership • October 30th, 2022
CEDAR FAIR, L.P. AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Effective July 1, 1997
Third Amended and Restated Agreement of Limited Partnership • March 28th, 2003 • Cedar Fair L P • Services-miscellaneous amusement & recreation
AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LANDMARK INFRASTRUCTURE PARTNERS LP
Third Amended and Restated Agreement of Limited Partnership • August 3rd, 2017 • Landmark Infrastructure Partners LP • Lessors of real property, nec • Delaware

This First Amendment (this “Amendment”) to the Third Amended and Restated Agreement of Limited Partnership of Landmark Infrastructure Partners LP (the “Partnership”), dated as of August 8, 2016 (the “Partnership Agreement”), is hereby adopted, effective as of July 31, 2017, by Landmark Infrastructure Partners GP LLC, a Delaware limited liability company (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.

AMENDMENT NO. 3 TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PLAINS MARKETING, L.P.
Third Amended and Restated Agreement of Limited Partnership • February 28th, 2014 • Plains All American Pipeline Lp • Pipe lines (no natural gas) • Texas

This Amendment No. 3 (this “Amendment”) to the Third Amended and Restated Agreement of Limited Partnership of Plains Marketing, L.P., a Texas limited partnership (the “Partnership), is hereby adopted effective as of June 30, 2011, by Plains Marketing GP Inc., a Delaware corporation (the “General Partner”) and Plains All American Pipeline, L.P., a Delaware limited partnership (the “Limited Partner” and, together with the General Partner, collectively referred to as the “Partners”). Capitalized terms used but not defined herein shall have their respective meanings as set forth in the Partnership Agreement (defined below).

AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENERGY TRANSFER EQUITY, L.P.
Third Amended and Restated Agreement of Limited Partnership • November 24th, 2015 • Energy Transfer Corp LP • Delaware

This Amendment No. 5 (this “Amendment”) to the Third Amended and Restated Agreement of Limited Partnership of Energy Transfer Equity, L.P., a Delaware limited partnership (the “Partnership”), dated as of February 8, 2006 (as amended, the “Partnership Agreement”), is entered into effective as of [ l ], 2015 by Energy Transfer Equity GP, LLC, a Delaware limited liability company (the “General Partner”), as the general partner of the Partnership, on behalf of itself and the Limited Partners of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

THIRTY-SIXTH AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P.
Third Amended and Restated Agreement of Limited Partnership • August 7th, 2003 • Apartment Investment & Management Co • Real estate investment trusts

This THIRTY-SIXTH AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P., dated as of July 16, 2003 (this "Amendment"), is being executed by AIMCO-GP, Inc., a Delaware corporation (the "General Partner"), as the general partner of AIMCO Properties, L.P., a Delaware limited partnership (the "Partnership"), pursuant to the authority conferred on the General Partner by Section 7.3.C(7) of the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 29, 1994, as amended and/or supplemented from time to time (the "Agreement"). Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed thereto in the Agreement.

AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VALERO L.P.
Third Amended and Restated Agreement of Limited Partnership • March 12th, 2004 • Valero L P • Pipe lines (no natural gas)

This Amendment No.1, dated as of March 11, 2004 (this “Amendment”), to the Third Amended and Restated Agreement of Limited Partnership of Valero L.P. (the “Partnership Agreement”), is entered into by and among Riverwalk Logistics L.P., a Delaware limited partnership, as the General Partner, and the Limited Partners as provided herein. Each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Partnership Agreement.

Contract
Third Amended and Restated Agreement of Limited Partnership • May 5th, 2020 • Delaware

EX-3.5 6 h65919exv3w5.htm EX-3.5 Exhibit 3.5 EXECUTED / CONFORMED COPY THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF FERRELLGAS, L.P. April 7, 2004

AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MAGELLAN MIDSTREAM PARTNERS, L.P.
Third Amended and Restated Agreement of Limited Partnership • August 6th, 2004 • Magellan Midstream Partners Lp • Pipe lines (no natural gas) • Delaware

This Amendment No. 2 (this “Amendment No. 2”) to Third Amended and Restated Agreement of Limited Partnership of Magellan Midstream Partners, L.P. (the “Partnership”), dated as of April 22, 2004 (the “Partnership Agreement”), is hereby adopted effective as of July 22, 2004, 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 have the meaning given such terms in the Partnership Agreement.

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