EX-3.72 15 a2229838zex-3_72.htm EX-3.72

Exhibit 3.72

 

SECOND AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT

OF

KILGORE PARTNERS, L.P.

A Utah Limited Partnership

 

This Second Amendment to Limited Partnership Agreement of KILGORE 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) Lewis & Lewis, Inc., a Wyoming corporation, as a “Limited Partner”; (iv) LeGrand Johnson Construction Co, a Utah corporation, as a “Limited Partner” and (v) Elam 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 Kilgore 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 Elam 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

 

Address

Summit Materials, LLC

 

1550 Wynkoop, 3rd Floor

 

 

Denver, CO 80202

B & B Resources, Inc.

 

1550 Wynkoop, 3rd Floor

 

 

Denver, CO 80202

Lewis & Lewis, Inc.

 

1550 Wynkoop, 3rd Floor

 

 

Denver, CO 80202

LeGrand Johnson Construction Co

 

1550 Wynkoop, 3rd Floor

 

 

Denver, CO 80202

Elam Construction, Inc.

 

1550 Wynkoop, 3rd Floor

 

 

Denver, CO 80202

 



 

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

 

 

 

 

 

Agreed Value of Initial

 

Partner

 

Initial Capital Contribution

 

Capital Contribution

 

 

 

 

 

 

 

Summit Materials, LLC

 

Management services; All of the net

 

$

164,872,000.00

 

 

 

assets of its wholly-owned

 

 

 

 

 

subsidiary, Kilgore Companies,

 

 

 

 

 

LLC, as described in the

 

 

 

 

 

Assignment and Assumption

 

 

 

 

 

Agreement and Bill of Sale at

 

 

 

 

 

Exhibit A

 

 

 

B & B Resources, Inc.

 

All of the net assets of B&B

 

$

5,000,000.00

 

 

 

Resources, Inc. as described in the

 

 

 

 

 

Assignment and Assumption

 

 

 

 

 

Agreement and Bill of Sale at

 

 

 

 

 

Exhibit B

 

 

 

Lewis & Lewis, Inc.

 

All of the net assets of Lewis &

 

$

15,860,000.00

 

 

 

Lewis, Inc. as described in the

 

 

 

 

 

Assignment and Assumption

 

 

 

 

 

Agreement and Bill of Sale at

 

 

 

 

 

Exhibit C

 

 

 

LeGrand Johnson

 

All of the net assets of LeGrand

 

39,855,000.00

 

Construction Co

 

Johnson Construction Co. as

 

 

 

 

 

described in the Assignment and

 

 

 

 

 

Assumption Agreement and Bill of

 

 

 

 

 

Sale at Exhibit D

 

 

 

Elam Construction, Inc.

 

All of the net assets of Elam

 

$

42,121,000.00

 

 

 

Construction, Inc. as described in

 

 

 

 

 

the Assignment and Assumption

 

 

 

 

 

Agreement and Bill of Sale at

 

 

 

 

 

Exhibit E

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

267,708,000.00

 

 

3.                                      Ratification. Except as expressly amended hereby, the Partnership Agreement is hereby confirmed and ratified in all respects.

 

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[Signatures follow on the next page]

 

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IN WITNESS WHEREOF, the Parties have executed this Second Amendment to be effective as of the date first written above.

 

 

General Partner:

 

 

 

Summit Materials, LLC

 

 

 

/s/ Anne Lee Benedict

 

Anne Lee Benedict, Secretary

 

 

 

 

 

Limited Partners:

 

 

 

Summit Materials, LLC

 

 

 

/s/ Jason Kilgore

 

Jason Kilgore, President

 

 

 

B & B Resources, Inc.

 

 

 

/s/ Jason Kilgore

 

Jason Kilgore, President

 

 

 

Lewis & Lewis, Inc.

 

 

 

/s/ Jason Kilgore

 

Jason Kilgore, President

 

 

 

LeGrand Johnson Construction Co

 

 

 

/s/ Jason Kilgore

 

Jason Kilgore, President

 

 

 

Elam Construction, Inc.

 

 

 

/s/ Jason Kilgore

 

Jason Kilgore, President

 

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