Exhibit 10.1
AMENDMENT NO. 1
TO
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
Piceance Energy, LLC
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
(this "Amendment"), is made and entered into as of March 9, 2015, by and among
Laramie Energy II, LLC, a Delaware limited liability company, Par Piceance
Energy Equity LLC, a Delaware limited liability company, and the New Investors
(as defined herein).
RECITALS:
A. Reference is herein made to that certain Amended and Restated Limited
Liability Company Agreement dated August 31, 2012, by and between Laramie and
Delta, governing Piceance Energy, LLC (the "Agreement"). Capitalized terms used
herein but not defined herein shall have the respective meanings assigned to
them in the Agreement.
B. Laramie and Delta are the original members of the Company.
C. The parties hereto deem it in their mutual best interests and in the best
interest of the Company: (i) for the parties listed in Schedule I attached
hereto (the "New Investors") to be admitted as additional members of the Company
and (ii) to amend the Agreement as herein provided.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual
covenants and agreements contained herein and in the Agreement, the parties
hereto hereby agree as follows:
1. Admission as Members. The New Investors are hereby admitted to the Company as
additional Members. In connection therewith:
(a) Each New Investor agrees to be bound by the terms of the Agreement, as
amended by this Amendment.
(b) Each New Investor, severally and not jointly or jointly and severally,
hereby makes the representations and warranties to the Sole Manager, the other
Members, and the Company as set forth in Sections 4.1, 4.2 and 4.3 of the
Agreement.
(c) All references to "Member" or "Members" shall be deemed to include each New
Investor, except in the instance of Section 10.5 (in which event the term
"Member" shall be deemed to refer only to an Original Member).
(d) Laramie and Delta hereby agree that all conditions precedent under the
Agreement to the admission of the New Investors as members of the Company have
been satisfied or waived.
2. Amendment to Article I.
(a) The defined term "Agreement" is hereby amended to read as follows:
""Agreement" means this Amended and Restated Limited Liability Company
Agreement, as hereinafter amended."
(b) Article I of the Agreement is hereby amended to include the following
defined terms:
"Avista Parties" means ACP LE, L.P., a Delaware limited partnership, and ACP LE
(Offshore), L.P., a Delaware limited partnership, collectively.
"BHC Affiliate" has the meaning set forth in Section 3.5(a).
"BHC Investor" means a Member that is (i) subject to the BHCA, (ii) is
designated a systematically important financial institution under the Dodd-Frank
Wall Street Reform and Consumer Protection Act; or (iii) is directly or
indirectly "controlled" (as that term is defined in the BHCA) by a company that
is subject to the BHCA or the Dodd-Frank Wall Street Reform and Consumer
Protection Act.
"BHCA" means the Bank Holding