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
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| Agreed Value of Initial |
| |
Partner |
| Initial Capital Contribution |
| Capital Contribution |
| |
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Summit Materials, LLC |
| Management services; All of the net |
| $ | 164,872,000.00 |
|
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| assets of its wholly-owned |
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| |
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| subsidiary, Kilgore Companies, |
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| |
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| LLC, as described in the |
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| Assignment and Assumption |
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| Agreement and Bill of Sale at |
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| |
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| Exhibit A |
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B & B Resources, Inc. |
| All of the net assets of B&B |
| $ | 5,000,000.00 |
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| Resources, Inc. as described in the |
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| |
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| Assignment and Assumption |
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| Agreement and Bill of Sale at |
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| |
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| Exhibit B |
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Lewis & Lewis, Inc. |
| All of the net assets of Lewis & |
| $ | 15,860,000.00 |
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|
| Lewis, Inc. as described in the |
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| |
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| Assignment and Assumption |
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| Agreement and Bill of Sale at |
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| Exhibit C |
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LeGrand Johnson |
| All of the net assets of LeGrand |
| 39,855,000.00 |
| |
Construction Co |
| Johnson Construction Co. as |
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| described in the Assignment and |
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| Assumption Agreement and Bill of |
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| Sale at Exhibit D |
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Elam Construction, Inc. |
| All of the net assets of Elam |
| $ | 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 Bill of Sale at |
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| Exhibit E |
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| Total |
| $ | 267,708,000.00 |
|
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.
| General Partner: |
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| Summit Materials, LLC |
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| /s/ Anne Lee Benedict |
| Anne Lee Benedict, Secretary |
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| Limited Partners: |
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| Summit Materials, LLC |
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| /s/ Jason Kilgore |
| Jason Kilgore, President |
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| B & B Resources, Inc. |
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| /s/ Jason Kilgore |
| Jason Kilgore, President |
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| Lewis & Lewis, Inc. |
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| /s/ Jason Kilgore |
| Jason Kilgore, President |
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| LeGrand Johnson Construction Co |
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| /s/ Jason Kilgore |
| Jason Kilgore, President |
|
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| Elam Construction, Inc. |
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| /s/ Jason Kilgore |
| Jason Kilgore, President |