Restated Limited Liability Company Agreement Sample Contracts

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.

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).

Riviera Resources, LLC – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ROAN RESOURCES LLC a Delaware Limited Liability Company August 31, 2017 (June 27th, 2018)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended from time to time in accordance herewith, this Agreement) of ROAN RESOURCES LLC, a limited liability company organized and existing under the laws of the State of Delaware (the Company), is made and entered into as of August 31, 2017 (the Execution Date), by and between each of the Persons (as hereinafter defined) listed on Appendix II.

8point3 Energy Partners LP – Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of 8point3 Operating Company, Llc (June 20th, 2018)

This AMENDMENT NO. 1 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Amendment") of 8POINT3 OPERATING COMPANY, LLC, a Delaware limited liability company (the "Company"), is entered into as of June 19, 2018, by and among 8POINT3 ENERGY PARTNERS LP, a Delaware limited partnership (the "Partnership"), SUNPOWER YC HOLDINGS, LLC, a Delaware limited liability company, FIRST SOLAR 8POINT3 HOLDINGS, LLC, a Delaware limited liability company, MARYLAND SOLAR HOLDINGS, INC., a Delaware corporation, 8POINT3 HOLDING COMPANY, LLC, a Delaware limited liability company (each, a "Member" and, collectively, the "Members"). Capitalized terms used but not defined herein have the meanings assigned to such terms in the LLC Agreement (as defined below).

Eqt Midstream Partners Lp – THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MOUNTAIN VALLEY PIPELINE, LLC a Delaware Series Limited Liability Company April 6, 2018 (June 18th, 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.

EQT GP Holdings, LP – THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MOUNTAIN VALLEY PIPELINE, LLC a Delaware Series Limited Liability Company April 6, 2018 (June 18th, 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.

Hamilton Lane INC – AMENDMENT No. 2 TO THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HAMILTON LANE ADVISORS, L.L.C. This AMENDMENT No. 2 TO THE FOURTH AMENDED AND RESTATED (June 14th, 2018)

LIMITED LIABILITY COMPANY AGREEMENT OF HAMILTON LANE ADVISORS, L.L.C. is entered into as of June 13, 2018 by Hamilton Lane Incorporated (the "Managing Member"). Capitalized terms used herein but not otherwise defined herein shall have the meaning ascribed to them in that certain Fourth Amended and Restated Limited Liability Company Agreement of Hamilton Lane Advisors, L.L.C., dated as of March 6, 2017, by and among the Managing Member, Hamilton Lane Advisors, Inc., the Company, Hamilton Lane Advisors, L.L.C., HL Management Investors, LLC, HLA Investments, LLC and the other persons and entities party thereto, as amended prior to the date hereof (the "Operating Agreement").

Bloom Energy Corp – SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DIAMOND STATE GENERATION HOLDINGS, LLC Dated as of March 20, 2013 (June 12th, 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).

Bloom Energy Corp – First Amendment to Second Amended and Restated Limited Liability Company Agreement of Diamond State Generation Holdings, Llc (June 12th, 2018)

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DIAMOND STATE GENERATION HOLDINGS, LLC (this Amendment), is executed as of September 25, 2013, by and between Clean Technologies II, LLC, a Delaware limited liability company (Clean Technologies), and Mehetia Inc., a Delaware corporation (the Investor, and together with Clean Technologies, the Members). Capitalized terms used herein and not otherwise defined have the meanings provided in the Second Amended and Restated Limited Liability Company Agreement of Diamond State Generation Holdings, LLC, dated as of March 20, 2013 (the Agreement), by and between Clean Technologies and the Investor.

National Beef Packing Company, Llc Third Amended and Restated Limited Liability Company Agreement Dated as of June 5, 2018 (June 11th, 2018)
Alliance Holdings Gp L.P. – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEW AHGP GP, LLC a Delaware Limited Liability Company (June 6th, 2018)

This Amended and Restated Limited Liability Company Agreement, dated as of May 31, 2018 (this Agreement), is adopted, executed and agreed to by Alliance Resource Partners, L.P., a Delaware limited partnership (the Member).

Alliance Resource Partners, L.P. – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEW AHGP GP, LLC a Delaware Limited Liability Company (June 6th, 2018)

This Amended and Restated Limited Liability Company Agreement, dated as of May 31, 2018 (this Agreement), is adopted, executed and agreed to by Alliance Resource Partners, L.P., a Delaware limited partnership (the Member).

EVO Payments, Inc. – EVO INVESTCO, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as Of (May 21st, 2018)

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

ElectroCore, LLC – THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ELECTROCORE, LLC, a DELAWARE LIMITED LIABILITY COMPANY Dated as of November 21, 2017 (May 21st, 2018)

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) dated as of November 21, 2017 of ElectroCore, LLC (the Company), a Delaware limited liability company, is made and entered into by and among the Existing Members of the Company together with such additional Persons who become a party hereto.

ElectroCore, LLC – SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ELECTROCORE, LLC, a DELAWARE LIMITED LIABILITY COMPANY Dated as of August 18, 2017 (May 21st, 2018)

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) dated as of August 18, 2017 of ElectroCore, LLC (the Company), a Delaware limited liability company, is made and entered into by and among the Existing Members of the Company together with such additional Persons who become a party hereto.

Amended and Restated Limited Liability Company Agreement (May 15th, 2018)

This Amended and Restated Limited Liability Company Agreement of Wireless Maritime Services, LLC (this "Agreement") is made as of this tenth day of May, 2018 (the "Amendment and Restatement Date") by and between New Cingular Wireless Services, Inc. f/k/a AT&T Wireless Services, Inc., a Delaware corporation ("AT&T"), and Maritime Telecommunications Network, Inc., a Colorado corporation ("MTN").