Restated Limited Liability Company Agreement Sample Contracts

Ardent Health Partners, LLC – Ardent Health Partners, Llc Amended and Restated Limited Liability Company Agreement (December 4th, 2018)
Ardent Health Partners, LLC – First Amendment to Amended and Restated Limited Liability Company Agreement of Ardent Health Partners, Llc (December 4th, 2018)
Theravance Biopharma, Inc. – Amended and Restated Limited Liability Company Agreement of Triple Royalty Sub Llc (December 3rd, 2018)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of November 30, 2018 (together with the schedules and exhibit attached hereto, as the same may be amended or otherwise modified from time to time, this Agreement), of Triple Royalty Sub LLC, a Delaware limited liability company (the Company), is entered into by Theravance Biopharma R&D, Inc. (Theravance Biopharma R&D), a Cayman Islands exempted company, as the initial sole equity member (together with its successors and assigns in such capacity pursuant to Section 22 hereof, the Member) of the Company.

J. Alexander's Holdings, Inc. – Grant Agreement, the Profits Interest Units May Be Exchanged by Black Knight for Shares of the Companys Common Stock if the Market Capitalization of the Company Exceeds a Hurdle Amount of Approximately $151,052,000 at the Time of Exchange. The Number of Shares of Company Common Stock Issuable on Exchange Will Be Determined in Accordance With the Terms of the Grant Agreement and the J. Alexanders Holdings, LLC Operating Agreement. Should the Rights Not Be Exercised During the 90-Day Window, the Profits Interest Units Will Expire Unexercised. In Any Event, No Further Shares Can Be Issuable Pursu (November 30th, 2018)
Pattern Energy Group Inc. – Amended and Restated Limited Liability Company Agreement (November 27th, 2018)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of Stillwater New B Member LLC (the "Company"), dated as of November 20, 2018 (the "Effective Date"), is adopted, executed and agreed to, for good and valuable consideration, by the Members (as defined herein).

MP Acquisition I Corp. – Amended and Restated Limited Liability Company Agreement of Usws Holdings Llc Dated as of November 9, 2018 (November 16th, 2018)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this "Agreement") of USWS Holdings LLC, a Delaware limited liability company (the "Company"), is made and entered into as of November 9, 2018, by and among the Company, U.S. Well Services, Inc., a Delaware corporation formerly known as Matlin & Partners Acquisition Corporation ("PubCo"), in its capacity as the initial Manager, and each Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.

Griffin-American Healthcare REIT III, Inc. – FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TRILOGY REIT HOLDINGS, LLC (A Delaware Limited Liability Company) Dated as of October 1, 2018 (November 14th, 2018)

THIS FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of TRILOGY REIT HOLDINGS, LLC (the "Company") is entered into as of October 1, 2018 by and between GAHC3 TRILOGY JV, LLC ("GAHR3"), a Delaware limited liability company, as a member and the sole manager, TRILOGY HOLDINGS NT-HCI, LLC, a Delaware limited liability company ("NHI"), as a member, and GAHC4 TRILOGY JV, LLC ("GAHR4"), a Delaware limited liability company, as a member.

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GBW RAILCAR SERVICES HOLDINGS, L.L.C. (A Delaware Limited Liability Company) THESE MEMBERSHIP INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR PURSUANT TO THE PROVISIONS OF ANY STATE SECURITIES ACT CERTAIN RESTRICTIONS ON TRANSFERS OF INTERESTS ARE SET FORTH HEREIN (October 26th, 2018)
EQT GP Holdings, LP – SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EQGP SERVICES, LLC a Delaware Limited Liability Company Dated as of October 12, 2018 (October 15th, 2018)

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of EQGP Services, LLC (the Company), dated as of October 12, 2018, is adopted, executed and agreed to by EQT Gathering Holdings, LLC, a Delaware limited liability company, as the sole member of the Company (in such capacity, the Sole Member).

Eqt Midstream Partners Lp – FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EQM MIDSTREAM SERVICES, LLC a Delaware Limited Liability Company Dated as of October 12, 2018 (October 15th, 2018)

This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of EQM Midstream Services, LLC (the Company), dated as of October 12, 2018, is adopted, executed and agreed to by EQGP Holdings, LP, a Delaware limited partnership (EQGP), as the sole member of the Company (in such capacity, the Sole Member).

Stonemor Partners L.P. – In Connection With Your Retirement From the Board of Directors of StoneMor GP, LLC (The General Partner), and Conditioned Thereupon, This Letter Agreement (Agreement) Sets Forth the Terms on Which You and StoneMor Partners, L.P. (The Partnership) Have Agreed to Resolve Certain Matters Relating to Your Awards of Time-Based and Performance-Based Units Granted December 31, 2015 and July 5, 2016 (Collectively, the Awards) Under the Partnerships 2014 Long-Term Incentive Plan (The Plan). We Have Agreed That an Aggregate of 22,644 Previously Unvested Time-Based Units Under the Awards (The TVUs) Becam (October 12th, 2018)
Linn Energy – SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ROAN RESOURCES LLC a Delaware Limited Liability Company (September 24th, 2018)
Bf - Lmrk Jv Llc Amended and Restated Limited Liability Company Agreement (September 24th, 2018)

LIMITED LIABILITY COMPANY INTERESTS IN BF - LMRK JV LLC, A DELAWARE LIMITED LIABILITY COMPANY, HAVE NOT BEEN REGISTERED WITH OR QUALIFIED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR ANY OTHER JURISDICTION. THE INTERESTS ARE BEING SOLD IN RELIANCE UPON EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS. THE INTERESTS CANNOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFERABILITY CONTAINED IN THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BF - LMRK JV LLC, AND APPLICABLE FEDERAL, STATE AND OTHER SECURITIES LAWS.

Legacy Reserves Lp – Fourth Amendment to Amended and Restated Limited Liability Company Agreement of Legacy Reserves Gp, Llc (September 20th, 2018)
Nrg Yield Inc. – FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NRG YIELD LLC Dated and Effective as of August 31, 2018 (September 5th, 2018)

This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of NRG Yield LLC, a Delaware limited liability company (the Company), dated and effective as of August 31, 2018 (the Effective Date), is made by and among the Members (as defined below).

SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Effective as of April 18, 2017 (September 5th, 2018)

This Sixth Amended and Restated Limited Liability Company Agreement (as it may subsequently be amended from time to time in accordance with the terms hereof, this "Agreement," unless as to any provision it is otherwise specified) is entered into effective as of April 18, 2017 (the "Effective Date"), by and among FreshRealm, LLC, a Delaware limited liability company (the "Company"), and the Members (as defined herein) signatory hereto from time to time. This Agreement governs the internal affairs of the Company and the authority of its Members. All of the matters set forth in this Agreement are to be considered the "internal affairs" of the Company. The Members, to the fullest extent possible, waive the application of the laws of any jurisdiction other than Delaware.

Arog Pharmaceuticals, Inc. – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of AROG PHARMACEUTICALS LLC (August 30th, 2018)

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") OF AROG PHARMACEUTICALS LLC, a Delaware limited liability company (the "Company"), dated as of [*], 2018, by and among the Company, Arog Pharmaceuticals Holdings, Inc., a Delaware corporation ("Pubco"), and JI Biotech, Inc., a Delaware corporation (the "Continuing LLC Owner").

Remora Royalties, Inc. – Amended and Restated Limited Liability Company Agreement of Remora Holdings, Llc Dated as of [*], 2018 (August 13th, 2018)
EVO Payments, Inc. – EVO INVESTCO, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of May 22, 2018 (August 10th, 2018)

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement"), dated as of May 22, 2018, is entered into by and among EVO Investco, LLC, a Delaware limited liability company (the "Company"), and its Members.

Tesoro Logistics Lp Common Unit – THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TESORO LOGISTICS GP, LLC a Delaware Limited Liability Company Dated as of August 6, 2018 (August 7th, 2018)
Apollo Global Management Llc C – THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF APOLLO PRINCIPAL HOLDINGS XI, LLC Dated March 19, 2018 and Agreed Amongst the Parties Hereto to Be Effective as of March 19, 2018 (August 6th, 2018)

THE ORDINARY SHARES AND OTHER UNITS OF APOLLO PRINCIPAL HOLDINGS XI, LLC HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "SECURITIES ACT"), THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS LIMITED LIABILITY COMPANY AGREEMENT. THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS LIMITED LIABILITY COMPANY AGREEMENT. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS W

Triangle – Amended and Restated Limited Liability Company Agreement Of (August 6th, 2018)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of Barings BDC Senior Funding I, LLC, a Delaware limited liability company (the "Company"), is dated and effective as of August 3, 2018, by Barings BDC Finance I, LLC, a Delaware limited liability company, in its capacity as the sole member of the Company (the "Initial Member") Barings LLC, as the Designated Manager and Donald J. Puglisi, as the Independent Manager.

TPG Pace Energy Holdings Corp. – Amended and Restated Limited Liability Company Agreement of Magnolia Oil & Gas Parent Llc Dated as of July 31, 2018 (August 6th, 2018)
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of SNR WIRELESS HOLDCO, LLC by and Between SNR WIRELESS MANAGEMENT, LLC, JOHN MULETA and AMERICAN AWS-3 WIRELESS III L.L.C. Dated as of June 7, 2018 (August 3rd, 2018)

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of SNR WIRELESS HOLDCO, LLC, a Delaware limited liability company (the "Company"), effective as of June 7, 2018 (the "Effective Date"), by and between AMERICAN AWS-3 WIRELESS III L.L.C., a Colorado limited liability company ("American III"), SNR WIRELESS MANAGEMENT, LLC, a Delaware limited liability company ("SNR") and John Muleta, a U.S. citizen.

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of NORTHSTAR SPECTRUM, LLC by and Between NORTHSTAR MANAGER, LLC and AMERICAN AWS-3 WIRELESS II L.L.C. Dated as of June 7, 2018 (August 3rd, 2018)

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of NORTHSTAR SPECTRUM, LLC, a Delaware limited liability company (the "Company"), effective as of June 7, 2018 (the "Effective Date"), by and between AMERICAN AWS-3 WIRELESS II L.L.C., a Colorado limited liability company ("American II"), and NORTHSTAR MANAGER, LLC, a Delaware limited liability company ("NSM").

Iridium Communications Inc – Aireon Llc a Delaware Limited Liability Company Third Amended and Restated Limited Liability Company Agreement (July 31st, 2018)

This Third Amended and Restated Limited Liability Company Agreement (this "Agreement"), of Aireon LLC (the "Company"), is dated and effective as of May __, 2018 (the "Third A&R Effective Date"), by and among the Company, the Persons (as defined below) identified as the Members (as defined below) on the Member Register attached hereto as Schedule A, in such Person's capacity as a member of the Company and each other Person who becomes a member of the Company in accordance with the terms of this Agreement (collectively, the "Members"), NAV CANADA, Enav S.p.A., Irish Aviation Authority, Naviair and NATS. This Agreement amends and restates the Second Amended and Restated Limited Liability Company Agreement of the Company (the "Second Amended and Restated Agreement") dated February 14, 2014 (the "Second A&R Effective Date") and amended by the six amendments thereto, which amended and restated that certain Amended and Restated Limited Liability Company Agreement of the Company dated November

Rice Midstream Partners LP – Second Amended and Restated Limited Liability Company Agreement of Rice Midstream Management Llc (July 23rd, 2018)

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Operating Agreement), effective as of July 23, 2018, is entered into by and between EQM Gathering Holdings, LLC, as the sole member (the Member), and Rice Midstream Management LLC, a Delaware limited liability company (the Company).

EnLink Midstream, LLC – Second Amended and Restated Limited Liability Company Agreement of Enlink Midstream Manager, Llc (July 23rd, 2018)

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of EnLink Midstream Manager, LLC, dated as of July 18, 2018, is entered into by GIP III Stetson I, L.P., a Delaware limited partnership (GIP III Stetson I), as the sole member of the Company (as defined below) as of the date hereof.

Valero LP – Second Amended and Restated Limited Liability Company Agreement of Nustar Gp, Llc (July 20th, 2018)

This Second Amended and Restated Limited Liability Company Agreement (this Agreement) of NuStar GP, LLC (the Company) is entered into and executed by NuStar GP Holdings, LLC, a Delaware limited liability company (the Member), effective as of July 20, 2018 at the Effective Time (as defined in the Merger Agreement (as defined below)). In consideration of the covenants, conditions and agreements contained herein, the Member, who upon the date hereof is the sole Member of the Company having the limited liability company interest in the Company described on Exhibit A attached hereto, hereby determines as follows:

Teekay Shipping Corporation – Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of Teekay Offshore Gp L.L.C. (July 10th, 2018)

This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Amendment), dated as of July 2, 2018, of Teekay Offshore GP L.L.C., a Marshall Islands non-resident domestic limited liability company (the Company), is by and among Teekay Holdings Limited, a Bermuda corporation (TK), and Brookfield TK TOGP L.P., a Bermuda limited partnership (Brookfield).

Bloom Energy Corp – SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DIAMOND STATE GENERATION HOLDINGS, LLC Dated as of March 20, 2013 (July 9th, 2018)

Second Amended and Restated Limited Liability Company Agreement of Diamond State Generation Holdings, LLC, a Delaware limited liability company (the Company), dated as of March 20, 2013 by and among Clean Technologies II, LLC, a Delaware limited liability company (Clean Technologies) and Mehetia Inc., a Delaware corporation (Mehetia).

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MOUNTAIN VALLEY PIPELINE, LLC a Delaware Series Limited Liability Company April 6, 2018 (July 3rd, 2018)

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") OF MOUNTAIN VALLEY PIPELINE, LLC, dated as of April 6, 2018 (the "Effective Date"), is adopted and agreed to by Mountain Valley Pipeline, LLC, a Delaware limited liability company (the "Company"), MVP Holdco, LLC, a Delaware limited liability company ("EQT"), US Marcellus Gas Infrastructure, LLC, a Delaware limited liability company ("USG"), VED NPI IV, LLC, a Delaware limited liability company ("Vega Carryco"), WGL Midstream, Inc., a Delaware corporation ("WGL"), RGC Midstream, LLC, a Virginia limited liability company ("Roanoke"), and Con Edison Gas Pipeline and Storage, LLC, a New York limited liability company ("Con Edison"), and each Person from time to time admitted to the Company as a Member in accordance with the terms hereof.

Teekay Offshore Partners Lp – Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of Teekay Offshore Gp L.L.C. (July 3rd, 2018)

This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Amendment), dated as of July 2, 2018, of Teekay Offshore GP L.L.C., a Marshall Islands non-resident domestic limited liability company (the Company), is by and among Teekay Holdings Limited, a Bermuda corporation (TK), and Brookfield TK TOGP L.P., a Bermuda limited partnership (Brookfield).

Tallgrass Energy GP, LP – SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TALLGRASS ENERGY GP, LLC a Delaware Limited Liability Company Dated as of July 1, 2018 (July 2nd, 2018)

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of Tallgrass Energy GP, LLC (the Company), dated as of July 1, 2018, is adopted, executed and agreed to by Tallgrass Energy Holdings, LLC, a Delaware limited liability company formerly known as Tallgrass Development GP, LLC, as the sole member of the Company (in such capacity, the Sole Member).

Amended and Restated Limited Liability Company Agreement of Kindred Healthcare, Llc (July 2nd, 2018)

This Amended and Restated Limited Liability Company Agreement (this Agreement) of Kindred Healthcare, LLC, a Delaware limited liability company (the Company), is made, entered into and effective as of the Effective Time (as defined below) on July 2, 2018 by and between Kentucky Hospital Intermediate, LLC, a Delaware limited liability company, as the sole member (the Member) and, solely to reflect its withdrawal as a member of the Company for the purposes of Section 6.02, Kentucky Homecare Intermediate, Inc., a Delaware corporation (the Withdrawing Member).