Limited Partnership Agreement Amendment

LIMITED PARTNERSHIP AGREEMENT AMENDMENT

This Amendment to the Limited Partnership Agreement (this "Amendment") is made as of by and between Partnership Name: a limited partnership formed under the laws of (the "Partnership"), and General Partner: (the "General Partner"). The Partnership and the General Partner are each referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Parties entered into that certain Limited Partnership Agreement dated (the "Original Agreement"); and

WHEREAS, the Parties desire to amend the Original Agreement as set forth in this Amendment in order to modify certain provisions regarding partnership governance, capital contributions, allocations and distributions and related matters; and

WHEREAS, the Parties have obtained and documented such approvals of the Partners as are required by the Original Agreement and by applicable law to effectuate the amendments contained herein.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to amend the Original Agreement as follows.

1. DEFINITIONS

Unless otherwise defined in this Amendment, capitalized terms used herein shall have the meanings assigned to such terms in the Original Agreement. Any term defined in this Amendment shall control over any inconsistent definition in the Original Agreement.

2. AMENDMENT TO AGREEMENT

The Original Agreement is hereby amended by deleting, adding or revising the language in the sections described below. Except as expressly amended by this Amendment, the Original Agreement remains in full force and effect.

3. CAPITAL CONTRIBUTIONS

If the amendments set forth herein require additional capital contributions by any Partner, the terms and schedule for such contributions shall be as set forth below or as otherwise agreed by the Parties in writing.

4. ADMISSION OF ADDITIONAL PARTNERS

The admission of additional Partners, if any, shall be governed by the terms of the Original Agreement as amended hereby. The following sets forth the mechanism, effective date and any capital required for admission of new Partners.

Admit additional partner(s):

5. ALLOCATIONS AND DISTRIBUTIONS

The allocations of profits, losses and distributions of cash or other assets shall be amended as follows. Any change in allocation percentages, priority distributions or waterfall provisions shall be set forth below.

6. MANAGEMENT AND AUTHORITY

Any amendments affecting the rights, duties or authorities of the General Partner or any Managing Committee shall be set forth below. The General Partner hereby confirms that it has authority to execute this Amendment on behalf of the Partnership to the extent required by the Original Agreement.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has full power and authority to execute and deliver this Amendment and to perform its obligations hereunder; and (c) the execution, delivery and performance of this Amendment has been duly authorized by all necessary action of such Party.

8. BINDING EFFECT; NO OTHER CHANGES

Except as expressly set forth in this Amendment, the Original Agreement shall remain unmodified and in full force and effect. This Amendment is binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.

9. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed as follows unless a different address is provided in writing by a Party.

10. AMENDMENTS; WAIVER

Any further amendment to this Amendment or the Original Agreement shall be effective only if made in writing and signed by the Parties in accordance with the Original Agreement. No failure or delay by any Party in exercising any right hereunder shall operate as a waiver of such right unless expressed in writing and signed by the waiving Party.

11. SEVERABILITY

If any provision of this Amendment is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable, and this Amendment shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof.

12. GOVERNING LAW

This Amendment shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

13. ENTIRE AGREEMENT

This Amendment, together with the Original Agreement and any documents expressly referenced herein, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether written or oral, between the Parties pertaining thereto.

14. COUNTERPARTS

This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding as originals.

15. EFFECTIVE DATE

This Amendment shall become effective on the date first written above or such later date as is expressly set forth herein. The Parties acknowledge that any retroactive application of these amendments must be expressly stated below.

Sign Now