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Titan Energy, LLC – ‘10-Q’ for 9/30/15 – ‘EX-2.4(C)’

On:  Monday, 11/9/15, at 4:56pm ET   ·   For:  9/30/15   ·   Accession #:  1564590-15-10209   ·   File #:  1-35317

Previous ‘10-Q’:  ‘10-Q’ on 8/10/15 for 6/30/15   ·   Next:  ‘10-Q’ on 5/16/16 for 3/31/16   ·   Latest:  ‘10-Q’ on 11/28/17 for 9/30/17   ·   1 Reference:  By:  Atlas Growth Partners, L.P. – ‘10-K’ on 3/31/21 for 12/31/20

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/09/15  Titan Energy, LLC                 10-Q        9/30/15   93:13M                                    ActiveDisclosure/FA

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.12M 
 2: EX-2.4(B)   Plan of Acquisition, Reorganization, Arrangement,   HTML    110K 
                Liquidation or Succession                                        
 3: EX-2.4(C)   Plan of Acquisition, Reorganization, Arrangement,   HTML     40K 
                Liquidation or Succession                                        
 4: EX-2.4(D)   Plan of Acquisition, Reorganization, Arrangement,   HTML     79K 
                Liquidation or Succession                                        
 5: EX-12.1     Statement re: Computation of Ratios                 HTML     43K 
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     34K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     34K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     29K 
 9: EX-32.2     Certification -- §906 - SOA'02                      HTML     29K 
64: R1          Document and Entity Information                     HTML     48K 
50: R2          Consolidated Balance Sheets (Unaudited)             HTML    132K 
62: R3          Consolidated Statements of Operations (Unaudited)   HTML    106K 
66: R4          Consolidated Statements of Comprehensive Income     HTML     49K 
                (Loss) (Unaudited)                                               
85: R5          Consolidated Statement of Partners' Capital         HTML     80K 
                (Unaudited)                                                      
52: R6          Consolidated Statements of Cash Flows (Unaudited)   HTML    104K 
61: R7          Basis of Presentation                               HTML     36K 
45: R8          Summary of Significant Accounting Policies          HTML    198K 
36: R9          Acquisitions                                        HTML     55K 
86: R10         Property, Plant and Equipment                       HTML     78K 
68: R11         Other Assets                                        HTML     44K 
67: R12         Asset Retirement Obligations                        HTML     59K 
73: R13         Debt                                                HTML     69K 
74: R14         Derivative Instruments                              HTML    329K 
71: R15         Fair Value of Financial Instruments                 HTML    177K 
75: R16         Certain Relationships and Related Party             HTML     33K 
                Transactions                                                     
63: R17         Commitments and Contingencies                       HTML     40K 
65: R18         Issuances of Units                                  HTML     39K 
70: R19         Cash Distributions                                  HTML    153K 
93: R20         Benefit Plan                                        HTML    211K 
81: R21         Operating Segment Information                       HTML    207K 
57: R22         Subsequent Events                                   HTML     32K 
69: R23         Summary of Significant Accounting Policies          HTML    245K 
                (Policies)                                                       
59: R24         Summary of Significant Accounting Policies          HTML    119K 
                (Tables)                                                         
27: R25         Acquisitions (Tables)                               HTML     42K 
82: R26         Property, Plant and Equipment (Tables)              HTML     74K 
89: R27         Other Assets (Tables)                               HTML     41K 
40: R28         Asset Retirement Obligations (Tables)               HTML     53K 
39: R29         Debt (Tables)                                       HTML     50K 
43: R30         Derivative Instruments (Tables)                     HTML    318K 
44: R31         Fair Value of Financial Instruments (Tables)        HTML    167K 
46: R32         Cash Distribution (Distributions Declared)          HTML    149K 
                (Tables)                                                         
23: R33         Benefit Plan (Tables)                               HTML    197K 
79: R34         Operating Segment Information (Tables)              HTML    202K 
55: R35         Basis of Presentation (Narrative) (Details)         HTML     40K 
58: R36         Summary of Significant Accounting Policies          HTML    175K 
                (Narrative) (Details)                                            
31: R37         Summary of Significant Accounting Policies          HTML     37K 
                (Schedule of the Components of Intangible Assets                 
                Being Amortized) (Details)                                       
92: R38         Summary of Significant Accounting Policies          HTML     47K 
                (Schedule of Net Income (Loss) Reconciliation)                   
                (Details)                                                        
16: R39         Summary of Significant Accounting Policies          HTML     37K 
                (Reconciliation of Weighted Average Number Of                    
                Common Limited Partner Units) (Details)                          
47: R40         Acquisitions (Rangely Acquisition) (Narrative)      HTML     57K 
                (Details)                                                        
84: R41         Acquisitions (Rangely Acquisition Schedule of       HTML     49K 
                Assets Acquired and Liabilities Assumed) (Details)               
29: R42         Acquisitions (Other Acquisition) (Narrative)        HTML     75K 
                (Details)                                                        
38: R43         Property, Plant and Equipment (Summary of           HTML     65K 
                Property, Plant and Equipment) (Details)                         
42: R44         Property, Plant and Equipment (Useful Life          HTML     43K 
                Narrative) (Details)                                             
51: R45         Property, Plant and Equipment (Narrative)           HTML     48K 
                (Details)                                                        
22: R46         Other Assets (Summary of Other Assets) (Details)    HTML     39K 
35: R47         Other Assets (Narrative) (Details)                  HTML     49K 
18: R48         Asset Retirement Obligations (Reconciliation of     HTML     44K 
                Liability For Well Plugging And Abandonment Costs)               
                (Narrative) (Details)                                            
83: R49         Asset Retirement Obligations (Reconciliation of     HTML     39K 
                Liability for Well Plugging and Abandonment Costs)               
                (Details)                                                        
28: R50         Debt (Schedule of Total Debt Outstanding)           HTML     49K 
                (Details)                                                        
80: R51         Debt (Credit Facility) (Details)                    HTML     74K 
32: R52         Debt (Term Loan Facility) (Details)                 HTML     69K 
48: R53         Debt (Senior Notes) (Details)                       HTML     61K 
17: R54         Derivative Instruments (Narrative) (Details)        HTML     46K 
21: R55         Derivative Instruments (Summary of Cash             HTML     43K 
                Settlements on Commodity Derivatives) (Details)                  
41: R56         Derivative Instruments (Fair Values of the          HTML     65K 
                Partnership's Derivative Instruments Table)                      
                (Details)                                                        
25: R57         Derivative Instruments (Commodity Derivative        HTML    107K 
                Instruments by Type Table) (Details)                             
87: R58         Fair Value of Financial Instruments (Schedule of    HTML     54K 
                Assets/Liabilities at Fair Value) (Details)                      
54: R59         Fair Value of Financial Instruments - Additional    HTML     35K 
                Information (Details)                                            
72: R60         Fair Value of Financial Instruments (Schedule of    HTML     37K 
                Asset Retirement Obligations Measured on Non                     
                Recurring Basis) (Details)                                       
34: R61         Commitments and Contingencies (General              HTML     60K 
                Commitments) (Details)                                           
37: R62         Issuances of Units (Details)                        HTML    130K 
78: R63         Cash Distributions - Additional Information         HTML    127K 
                (Details)                                                        
76: R64         Cash Distributions (Schedule of Distributions       HTML    188K 
                Declared by Partnership) (Details)                               
56: R65         Benefit Plan (2012 Long Term Incentive Plan         HTML     41K 
                Narrative) (Details)                                             
77: R66         Benefit Plan (2012 LTIP Phantom Units Activity)     HTML    108K 
                (Details)                                                        
33: R67         Benefit Plan (2012 Unit Option Activity) (Details)  HTML     89K 
60: R68         Benefit Plan (Restricted Units Narrative)           HTML     36K 
                (Details)                                                        
88: R69         Operating Segment Information (Narrative)           HTML     29K 
                (Details)                                                        
20: R70         Operating Segment Information (Operating Segment    HTML     52K 
                Data) (Details)                                                  
26: R71         Operating Segment Information (Reconciliation of    HTML     49K 
                Segment Income (loss) to Net Income (Loss)                       
                (Details)                                                        
49: R72         Operating Segment Information (Reconciliation of    HTML     39K 
                Segment Revenues to Total Revenues) (Details)                    
24: R73         Operating Segment Information (Capital              HTML     38K 
                Expenditures) (Details)                                          
91: R74         Operating Segment Information (Balance Sheet)       HTML     42K 
                (Details)                                                        
30: R75         Subsequent Events (Cash Distribution) (Details)     HTML    102K 
90: XML         IDEA XML File -- Filing Summary                      XML    175K 
19: EXCEL       IDEA Workbook of Financial Reports                  XLSX    124K 
10: EX-101.INS  XBRL Instance -- arp-20150930                        XML   4.18M 
12: EX-101.CAL  XBRL Calculations -- arp-20150930_cal                XML    217K 
13: EX-101.DEF  XBRL Definitions -- arp-20150930_def                 XML    869K 
14: EX-101.LAB  XBRL Labels -- arp-20150930_lab                      XML   1.55M 
15: EX-101.PRE  XBRL Presentations -- arp-20150930_pre               XML   1.24M 
11: EX-101.SCH  XBRL Schema -- arp-20150930                          XSD    254K 
53: ZIP         XBRL Zipped Folder -- 0001564590-15-010209-xbrl      Zip    264K 


‘EX-2.4(C)’   —   Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C: 

Exhibit 2.4(c)

 

ADDENDUM #2

TO

AMENDED AND RESTATED

SHARED ACQUISITION AND OPERATING AGREEMENT

This Addendum #2 to the Amended and Restated Shared Acquisition and Operating Agreement (this “Addendum”) by and among ARP Eagle Ford, LLC, a Texas limited liability company (“ARP Purchaser”), and Atlas Growth Eagle Ford, LLC, a Texas limited liability company (“AGP Purchaser”), is executed effective as of July 1, 2015.  Capitalized terms used but not defined herein have the meanings given to them in that certain Amended and Restated Shared Acquisition and Operating Agreement, effective September 23, 2014, by and between ARP Purchaser and AGP Purchaser, as amended by that certain addendum dated March 31, 2015 (the “Agreement”).

WHEREAS, the Parties entered into a Purchase and Sale Agreement, dated September 24, 2014, as amended by those certain amendments dated October 27, 2014 and March 31, 2015 (the “PSA”), to acquire certain assets (as described in the PSA, the “Assets”) from Cima Resources, LLC and Cinco Resources, Inc;

WHEREAS, simultaneously with the execution of the PSA, the Parties entered into the Agreement to set forth the rights and obligations of each Party with respect to the acquisition and operation of the Assets; and

WHEREAS, the Parties desire to enter into this Addendum to supplement the Agreement and to set forth certain terms and conditions upon which AGP Purchaser agrees to sell to ARP Purchaser and ARP Purchaser agrees to acquire from AGP Purchaser some of the Wells owned by AGP Purchaser.

NOW THEREFORE, in consideration of the terms and conditions set forth in this Addendum and the Agreement, and for such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1.1Consideration.  Upon execution of this Addendum by both parties, ARP Purchaser shall pay AGP Purchaser $1,363,075.02 in immediately available funds and AGP Purchaser shall assign the a portion of its working interest in the Kasper Unit as set forth on Exhibit A hereto to ARP Purchaser pursuant to the Assignment, Bill of Sale and Conveyance attached hereto as Exhibit B, which shall be executed simultaneously with this Addendum.

1.2Amendment.  

(a)The Well list on Exhibit A is hereby amended and replaced in its entirety as set forth on the new Well list on Exhibit C attached hereto.

(b)Exhibit E is hereby amended by adding Exhibit E-19 and E-20 as set forth on Exhibit D-1 and D-2 attached hereto.

NAI-1500411607v3


 

1.3Agreement Remains in Effect.  The Parties hereby ratify and approve the Agreement, as amended hereby, and acknowledge and agree that, except as hereby amended, the Agreement shall remain in full force and effect.   

1.4Applicable Law; Jurisdiction.  This Addendum shall be governed in all respects, including validity, interpretation and effect, by the laws of the State of Texas, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws thereof. Any disputes arising out of or related to this Addendum (other than those expressly provided to be resolved otherwise) will be subject to the exclusive jurisdiction and venue of the state courts in Dallas County, Texas and in the United States District Court located in such county, and each of the Parties hereby consents and submits to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such dispute and irrevocably waives, to the fullest extent permitted by applicable Law, any objection which it may now or hereafter have to the laying of the venue of any such dispute in any such court or that any such dispute has been brought in an inconvenient forum.

1.5Counterparts.  This Addendum may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart.

1.6Severability.  Any term or provision of this Addendum that is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Addendum or affecting the validity or enforceability of any of the terms or provisions of this Addendum in any other jurisdiction.  If any provision of this Addendum is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

[signature page follows]

 

-2-

NAI-1500411607v3


 

IN WITNESS WHEREOF, this Addendum has been signed by each of the Parties to be effective for all purposes as of the date first written above.

 

“ARP Purchaser”

 

ARP Eagle Ford, LLC

 

 

 

By:

/s/ Brad Eubanks

Name:

Brad Eubanks

Title:

Vice President of Land

 


[Signature Page to Addendum to Amended and Restated Shared Acquisition and Operating Agreement]

NAI-1500411607v3


 

IN WITNESS WHEREOF, this Addendum has been signed by each of the Parties to be effective for all purposes as of the date first written above.

 

“AGP Purchaser”

 

Atlas Growth Eagle Ford, LLC

 

 

 

By:

/s/ Daniel C. Herz

Name:

Daniel C. Herz

Title:

President

 

 

 

[Signature Page to Addendum to Amended and Restated Shared Acquisition and Operating Agreement]

NAI-1500411607v3


 

 

NAI-1500411607v3


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:11/9/158-K
For Period end:9/30/15
7/1/15CORRESP
3/31/1510-Q,  10-Q/A,  8-K
10/27/14
9/24/144,  424B3,  8-K
9/23/14
 List all Filings 


1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/31/21  Atlas Growth Partners, L.P.       10-K       12/31/20   63:8.1M                                   ActiveDisclosure/FA
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