Restated Limited Liability Company Agreement Sample Contracts

Phillips 66 – Consent and First Amendment to the Third Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company Llc (February 23rd, 2018)

This Consent and First Amendment to the Third Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC (this "Amendment"), effective as of December 31, 2017, is entered into by and among Chevron U.S.A. Inc., a Pennsylvania corporation (the "Class C Member"), Phillips 66 Company, a Delaware corporation ("P66Co"), Phillips Chemical Holdings LLC (formerly Phillips Chemical Holdings Company), a Delaware limited liability company ("Chemical Holdings"), WesTTex 66 Pipeline Company, a Delaware corporation ("WesTTex 66"; P66Co, Chemical Holdings, and WesTTex 66 are collectively, the "Class P Members"; the Class P Members and the Class C Member are collectively, the "Members"). Any capitalized terms used but not defined herein shall have the same meanings set forth in the Third Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC (as amended, the "LLC Agreement").

SEACOR Marine Holdings Inc. – Amended and Restated Limited Liability Company Agreement Of (February 9th, 2018)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Falcon Global Holdings LLC, dated as of February 8, 2018, is entered into by and among Falcon Global Holdings LLC, a Delaware limited liability company (the "Company"), and the Members. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Section 2.1.

Amended and Restated Limited Liability Company Agreement of BestReviews LLC February 6, 2018 (February 7th, 2018)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") is made as of February 6, 2018, by and among BestReviews LLC, a Delaware limited liability company (the "Company"), and the other parties listed on the signature pages from time to time attached hereto. Certain capitalized terms used herein are defined in Section 1.7; and

Select Medical Holdings Corp. – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CONCENTRA GROUP HOLDINGS PARENT, LLC Dated as of February 1, 2018 (February 2nd, 2018)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, this Agreement) is made and entered into as of February 1, 2018, by and among Concentra Group Holdings Parent, LLC, a Delaware limited liability company (the Company), and each of the individuals and entities from time to time named on Schedule I hereto, each as Members of the Company, and is joined in by Select Medical Holdings Corporation, a Delaware corporation (Select Holdings), solely for the purposes of Sections 4.5 and 9.3(d) hereof.

Colony NorthStar Credit Real Estate, Inc. – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CREDIT RE OPERATING COMPANY, LLC a Delaware Limited Liability Company Dated as of January 31, 2018 (February 1st, 2018)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CREDIT RE OPERATING COMPANY, LLC, a Delaware limited liability company (the Company), dated as of January 31, 2018, is entered into by and among (i) Colony NorthStar Credit Real Estate, Inc., a Maryland corporation (CLNS Credit), (ii) NRF RED REIT Corp., a Maryland corporation (RED REIT), and (iii) each other Person who at any time after the date hereof becomes a Member of the Company in accordance with the terms of this Agreement and the Act.

Amendment No. 1 to Third Amended and Restated Limited Liability Company Agreement of Spark Holdco, Llc (January 26th, 2018)

This AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Amendment", and the Third Amended and Restated Limited Liability Company Agreement (the "Third Restated LLC Agreement"), as amended, supplemented or restated from time to time, including by this Amendment, is entered into on January 26, 2018, by and among SPARK HOLDCO, LLC, a Delaware limited liability company (the "Company"), and each other Person who is or at any time becomes a Member in accordance with the terms of the Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1 of the Third Restated LLC Agreement and Section 1 of this Amendment.

Vista Proppants & Logistics Inc. – THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VISTA PROPPANTS AND LOGISTICS, LLC Dated as of [*], 2018 (January 12th, 2018)

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of Vista Proppants and Logistics, LLC (the Company), is made as of [*], 2018 (the Effective Date) by and among Vista Proppants and Logistics Inc., a Delaware corporation, as the Managing Member, and the Members whose names are set forth in the books and records of the Company.

Graphic Packaging Holding Co – GRAPHIC PACKAGING INTERNATIONAL PARTNERS, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of January 1, 2018 (January 2nd, 2018)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement), dated as of January 1, 2018, is entered into by and among Graphic Packaging International Partners, LLC (f/k/a Gazelle Newco LLC), a Delaware limited liability company (the Company), its Members (as defined herein) and each other Person who at any time after the date hereof becomes a Member in accordance with the terms of this Agreement and the DLLCA (as defined herein) and, solely for purposes of the Parent Sections, Graphic Packaging Holding Company, a Delaware corporation (Parent).

Solid Biosciences, LLC – Amendment No. 1 to Third Amended and Restated Limited Liability Company Agreement of Solid Biosciences, Llc (December 29th, 2017)

This Amendment No. 1 (this Amendment) to the Third Amended and Restated Limited Liability Company Agreement dated as of March 29, 2017 (the Agreement), of Solid Biosciences, LLC, a Delaware limited liability company (the Company), is entered into and shall be effective, as of October 26, 2017.

Homeownusa – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SeD MARYLAND DEVELOPMENT, LLC (December 29th, 2017)

This Amended and Restated Limited Liability Company Agreement (together with the schedules attached hereto, this "Agreement") of SeD MARYLAND DEVELOPMENT, LLC, a Delaware limited liability company (the "Company"), is entered into on September 16, 2015, by the parties identified on Schedule B attached hereto (the "Members" and each a "Member"). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A attached hereto.

Solid Biosciences, LLC – Third Amended and Restated Limited Liability Company Agreement of Solid Biosciences, Llc a Delaware Limited Liability Company (December 29th, 2017)

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of Solid Biosciences, LLC, a Delaware limited liability company (the Company) is entered into, and shall be effective, as of March 29, 2017, by and among: (i) the Company and (ii) the Persons party hereto that are identified as Members on Schedule A attached hereto (such Persons, their respective successors and any additional Persons hereinafter admitted to the Company as members being hereinafter referred to individually as a Member and collectively as the Members), and in accordance with the Delaware Limited Liability Company Act (6 Del.C. SS 18-101, et seq.), as amended from time to time (the Act).

Pattern Energy Group Inc. – Amended and Restated Limited Liability Company Agreement (December 28th, 2017)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of PAN2 B2 LLC (the "Company"), dated as of December 22, 2017 (the "Effective Date"), is adopted, executed and agreed to, for good and valuable consideration, by the Members (as defined herein).

Fifth Amended and Restated Limited Liability Company Agreement of Fortress Investment Group Llc (December 28th, 2017)

This FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FORTRESS INVESTMENT GROUP LLC, is dated as of December 27, 2017. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1.

KLR Energy Acquisition Corp. – Second Amended and Restated Limited Liability Company Agreement of Rosehill Operating Company, Llc Dated as of December 8, 2017 (December 14th, 2017)

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this Agreement) is entered into as of December 8, 2017, by Rosehill Resources Inc., a Delaware corporation (Rosehill), as managing Member (and in such capacity, the Managing Member) of Rosehill Operating Company, LLC, a Delaware limited liability company (the Company), pursuant to Section 4.3(b) of the First Amended and Restated Limited Liability Company Agreement of the Company, dated as of April 27, 2017 (the Existing LLC Agreement). Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.

Carbon Natural Gas Co – Amended and Restated Limited Liability Company Agreement of Carbon Appalachian Company, Llc (November 14th, 2017)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of Carbon Appalachian Company, LLC (the "Company"), dated as of August 15, 2017 (the "Effective Date"), is entered into by and among Carbon Natural Gas Company, a Delaware corporation ("Carbon"), Yorktown Energy Partners XI, L.P., a Delaware limited partnership ("Yorktown"), Old Ironsides Fund II-A Portfolio Holding Company, LLC, a Delaware limited liability company ("OIE Fund II-A") and Old Ironsides Fund II-B Portfolio Holding Company, LLC, a Delaware limited liability company ("OIE Fund II-B" and, together with OIE Fund II-A, "Old Ironsides"). Capitalized terms used herein without definition shall have the respective meanings assigned to such terms in Article XI.

Oasis Midstream Partners LP – Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of Bobcat Devco Llc (November 9th, 2017)

This Amendment No. 1 (this "Amendment") to that certain Amended and Restated Limited Liability Company Agreement dated as of September 25, 2017 (the "Agreement") of Bobcat DevCo LLC, a Delaware limited liability company (the "Company"), is entered into by and between OMP Operating LLC, a Delaware limited liability company ("OMP Operating"), and Oasis Midstream Services LLC, a Delaware limited liability company ("OMS" and, together with OMP Operating, the "Members"), effective as of the date set forth above. Capitalized terms used and not defined herein shall have the meanings specified in the Agreement.

Colony NorthStar, Inc. – Amendment No. 3 to Third Amended and Restated Limited Liability Company Agreement of Colony Capital Operating Company, Llc (November 9th, 2017)

This Amendment No. 3 to the Third Amended and Restated Limited Liability Company Agreement of Colony Capital Operating Company, LLC (this "Amendment") is made as of October 18, 2017 by Colony NorthStar, Inc., a Maryland corporation, as the sole Managing Member (the "Company") of Colony Capital Operating Company, LLC, a Delaware limited liability company (the "Operating Partnership"), pursuant to the authority granted to the Company in the Third Amended and Restated Limited Liability Company Agreement of Colony Capital Operating Company, LLC, dated as of January 10, 2017 (the "Partnership Agreement"). Capitalized terms used and not defined herein shall have the meanings set forth in the Partnership Agreement.

Oasis Midstream Partners LP – Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of Beartooth Devco Llc (November 9th, 2017)

This Amendment No. 1 (this "Amendment") to that certain Amended and Restated Limited Liability Company Agreement dated as of September 25, 2017 (the "Agreement") of Beartooth DevCo LLC, a Delaware limited liability company (the "Company"), is entered into by and between OMP Operating LLC, a Delaware limited liability company ("OMP Operating"), and Oasis Midstream Services LLC, a Delaware limited liability company ("OMS" and, together with OMP Operating, the "Members"), effective as of the date set forth above. Capitalized terms used and not defined herein shall have the meanings specified in the Agreement.

Colony NorthStar, Inc. – Amendment No. 2 to Third Amended and Restated Limited Liability Company Agreement of Colony Capital Operating Company, Llc (November 9th, 2017)

This Amendment No. 2 to the Third Amended and Restated Limited Liability Company Agreement of Colony Capital Operating Company, LLC (this "Amendment") is made as of October 13, 2017 by Colony NorthStar, Inc., a Maryland corporation, as the sole Managing Member (the "Company") of Colony Capital Operating Company, LLC, a Delaware limited liability company (the "Operating Partnership"), pursuant to the authority granted to the Company in the Third Amended and Restated Limited Liability Company Agreement of Colony Capital Operating Company, LLC, dated as of January 10, 2017 (the "Partnership Agreement"). Capitalized terms used and not defined herein shall have the meanings set forth in the Partnership Agreement.

Tesoro Logistics Lp Common Unit – Amendment No. 6 to the Second Amended and Restated Limited Liability Company Agreement of Tesoro Logistics Gp, Llc (November 8th, 2017)

THIS AMENDMENT NO. 6 TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TESORO LOGISTICS GP, LLC (this Amendment No. 6), is made and entered into by and among Tesoro Logistics GP, LLC, a Delaware limited liability company (the General Partner), Andeavor, a Delaware corporation (Andeavor), Tesoro Refining & Marketing Company LLC, a Delaware limited liability company, formerly known as Tesoro Refining and Marketing Company (TRMC), and Tesoro Alaska Company LLC, a Delaware limited liability company, formerly known as Tesoro Alaska Company (TAC), effective as of November 8, 2017 (the Effective Date).

Amended and Restated Limited Liability Company Agreement of Wwg Merger Sub Llc (November 1st, 2017)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of WWG Merger Sub LLC, a Delaware limited liability company (the Company), is entered into as of October 5, 2017 (the Effective Date) by Wildcat Holdco LLC, a Delaware limited liability company (the Member).

BP Midstream Partners LP – MARDI GRAS TRANSPORTATION SYSTEM COMPANY LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated Effective as October 30, 2017 (November 1st, 2017)

This Second Amended and Restated Limited Liability Company Agreement of Mardi Gras Transportation System Company LLC (the Company), dated effective as of October 30, 2017 (the Effective Date), is entered into by and between The Standard Oil Company, an Ohio corporation (Standard Oil), BP Pipelines (North America) Inc., a Maine corporation (BP Pipelines), and BP Midstream Partners LP, a Delaware limited partnership (BPMP). Standard Oil, BP Pipelines and BPMP are each referred to herein as, a Member and collectively, as Members of the Company. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

Funko, Inc. – FUNKO ACQUISITION HOLDINGS, L.L.C. SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [], 2017 (October 23rd, 2017)

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this Agreement), dated as of [], 2017 (the Effective Time), is entered into by and among Funko Acquisition Holdings, L.L.C., a Delaware limited liability company (the Company), and its Members (as defined herein).

Second Amended and Restated Limited Liability Company Agreement of TerraForm Power, LLC (October 17th, 2017)

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of TerraForm Power, LLC, a Delaware limited liability company (the "Company"), dated and effective as of October 16, 2017 (the "Effective Date"), is made by and among the Members (as defined herein).

Funko, Inc. – FUNKO ACQUISITION HOLDINGS, L.L.C. SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [], 2017 (October 12th, 2017)

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this Agreement), dated as of [], 2017 (the Effective Time), is entered into by and among Funko Acquisition Holdings, L.L.C., a Delaware limited liability company (the Company), and its Members (as defined herein).

Oasis Midstream Partners LP – Amended and Restated Limited Liability Company Agreement of Bighorn Devco Llc (A Delaware Limited Liability Company) (September 29th, 2017)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of Bighorn DevCo LLC, a Delaware limited liability company (the Company), effective as of September 25, 2017 (the Effective Date), is adopted, executed and agreed to by Oasis Midstream Services LLC, a Delaware limited liability company and original sole member (the Original Member), and OMP Operating LLC, a Delaware limited liability company wholly owned subsidiary of Oasis Midstream Partners LP (the Partnership) and successor sole member (the Member) of the Company.

Oasis Midstream Partners LP – BOBCAT DEVCO LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated Effective as of September 25, 2017 (September 29th, 2017)

This Amended and Restated Limited Liability Company Agreement of Bobcat DevCo LLC (the Company), dated effective as of September 25, 2017 (the Effective Date), is entered into by and between OMP Operating LLC, a Delaware limited liability company (OMP Operating), and Oasis Midstream Services LLC, a Delaware limited liability company (OMS). OMP Operating and OMS are each referred to herein as, a Member and collectively, as Members of the Company. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

Oasis Midstream Partners LP – BEARTOOTH DEVCO LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated Effective as of September 25, 2017 (September 29th, 2017)

This Amended and Restated Limited Liability Company Agreement of Beartooth DevCo LLC (the Company), dated effective as of September 25, 2017 (the Effective Date), is entered into by and between OMP Operating LLC, a Delaware limited liability company (OMP Operating), and Oasis Midstream Services LLC, a Delaware limited liability company (OMS). OMP Operating and OMS are each referred to herein as, a Member and collectively, as Members of the Company. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

BP Midstream Partners LP – FORM OF MARDI GRAS TRANSPORTATION SYSTEM COMPANY LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated Effective as of , 2017 (September 25th, 2017)

This Second Amended and Restated Limited Liability Company Agreement of Mardi Gras Transportation System Company LLC (the Company), dated effective as of , 2017 (the Effective Date), is entered into by and between The Standard Oil Company, an Ohio corporation (Standard Oil), BP Pipelines (North America) Inc., a Maine corporation (BP Pipelines), and BP Midstream Partners LP, a Delaware limited partnership (BPMP). Standard Oil, BP Pipelines and BPMP are each referred to herein as, a Member and collectively, as Members of the Company. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

Carlyle Group L.P. – CARLYLE GROUP MANAGEMENT L.L.C. SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of September 13, 2017 (September 13th, 2017)

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of CARLYLE GROUP MANAGEMENT L.L.C. (the Company), dated as of September 13, 2017, by and among the Members of the Company on the date hereof, and such other persons that are admitted to the Company as members of the Company after the date hereof in accordance herewith.

Penske Automotive Group – Third Amended and Restated Limited Liability Company Agreement of Lj Vp Holdings Llc (September 8th, 2017)

THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT is entered into this 7th day of September, 2017, by and among LJ VP Holdings LLC (the "Company"), Penske Truck Leasing Corporation, a Delaware corporation with its offices at 2675 Morgantown Road, Reading, Pennsylvania 19607 (as further defined below, "PTLC"), and Penske Automotive Group, Inc., a Delaware corporation with its offices at 2555 Telegraph Road, Bloomfield Hills, Michigan 48302 (as further defined below, "PAG").

Ranger Energy Services, Inc. – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RNGR ENERGY SERVICES, LLC DATED AS OF August 16, 2017 (August 22nd, 2017)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this Agreement) is entered into as of August 16, 2017, by and among RNGR Energy Services, LLC, a Delaware limited liability company (the Company), Ranger Energy Services, Inc. (PubCo), and each other 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.

Alta Mesa Holdings, LP – FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ALTA MESA HOLDINGS GP, LLC (A Texas Limited Liability Company) August 16, 2017 (August 17th, 2017)

This Fifth Amended and Restated Limited Liability Company Agreement (this Agreement) of Alta Mesa Holdings GP, LLC, a Texas limited liability company (the Company), is entered into by and between the members set forth in Exhibit A (the Members), as of August 16, 2017 (the Effective Date).

Lightstone Real Estate Income Trust Inc. – Amended and Restated Limited Liability Company Agreement Of (August 14th, 2017)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of March 31, 2017 (as amended, modified or restated from time to time in accordance herewith, this "Agreement") of 40 EAST END AVE. PREF MEMBER LLC, a Delaware limited liability company (the "Company"), is entered into by and among SAYT MASTER HOLDCO LLC, a Delaware limited liability company (together with its permitted successors and assigns, "SAYT Member"), LIGHTSTONE REAL ESTATE INCOME TRUST, INC., a Maryland corporation ("REIT Member", and together with SAYT Member, the "Deciding Members"), and THE NON-MANAGING MEMBERS IDENTIFIED ON THE SIGNATURE PAGES ANNEXED HERETO (together with each of their permitted successors and assigns, each a "Non-Managing Member" and, collectively, the "Non-Managing Members"); SAYT Member, REIT Member, and the Non-Managing Members constitute all the members of the Company (SAYT Member, REIT Member, and the Non-Managing Members, together with their respective successors and permitted

Petmatrix Llc – Amended and Restated Limited Liability Company Agreement of Petmatrix Llc (August 9th, 2017)

This Amended and Restated Limited Liability Company Agreement (this Agreement) of Petmatrix LLC, a New York limited liability company (the Company), effective as of June 1, 2017, is entered into by Salix Animal Health, LLC, a Florida limited liability company (the Managing Member) and Alaska Merger Acquisition Corp., a Delaware corporation, each as the members of the Company (together with each person or entity who may hereafter be admitted as a member in accordance with the terms of this Agreement, collectively, the Members);