Common use of Amendment or Restatement Clause in Contracts

Amendment or Restatement. This Agreement and the Delaware Certificate may be amended or restated only by a written instrument executed (or, in the case of the Delaware Certificate, approved) by the Board; provided, however, that the Board shall not amend or restate this Agreement (A) without the prior written consent of the Special Member (in the case of clause (i) or (iii) below) or Peabody (in the case of clause (ii) below) if such amendment or restatement (i) relates to the redemption of the Special Member’s Percentage Interest pursuant to Section 3.04 or would have an adverse effect on the distribution of IDR Proceeds with respect to the Special Member’s Percentage Interest, or on the allocation of income, gain, loss or deduction pursuant to Section 3.05, (ii) would adversely affect Peabody’s rights with respect to the Peabody Designee(s) under Article IV, or (iii) decrease the Special Member’s rights to indemnification as compared to the Managing Member's right to indemnification or increase the obligations of the Special Member hereunder, (B) without the consent of a majority of the Class A Directors if such amendment would have an adverse effect on the rights of the Class A Member under this Agreement, or (C) without the consent of a majority of the Class B Directors if such amendment would have an adverse effect on the rights of the Class B Member or the Economic Member under this Agreement. Notwithstanding the foregoing except for (A)(i), (ii) and (iii) above, if necessary to eliminate the breach of any agreement, which breach could reasonably be expected to materially adversely affect the Class B Member, or to permit the Class B Member to comply with any applicable law, including, without limitation, to prevent the Class B Member from being treated as an "investment company" under the Investment Company Act of 1940 (as amended from time to time), in any case as determined in good faith by the Class B Directors, this Agreement may be amended by a majority of the Class B Directors, without the consent of any other Member or Person, to the extent that a majority of the Class B Directors determine in good faith that such amendment is necessary to eliminate the breach of any agreement, which breach could reasonably be expected to materially adversely affect the Class B Member, or to permit the Class B Member to comply with any applicable law, including, without limitation, to prevent the Class B Member from being treated as an "investment company" under the Investment Company Act of 1940 (as amended from time to time), and such amendments may, to the extent necessary, provide the Class B Member with additional control or voting rights with respect to the Company.

Amendment or Restatement. This Agreement and the Delaware Certificate may be amended or restated only by a written instrument executed (or, in the case of the Delaware Certificate, approved) approved by the Board; providedClass A Members. Notwithstanding any provision of this Section 15.5 to the contrary, howeverfor so long as the Initial Class C Member is a Member, that the Board Class A Members shall not amend or restate this Agreement (Aor the Delaware Certificate to the extent such amendment would be inconsistent with this Agreement) (a) without the prior written consent of the Special Initial Class C Member (in the case of clause if such amendment would (i) increase or (iii) below) extend any financial obligation or Peabody (in the case of clause (ii) below) if such amendment or restatement (i) relates to the redemption liability of the Special Initial Class C Member’s Percentage Interest pursuant to Section 3.04 or would have an adverse effect on the distribution of IDR Proceeds with respect to the Special Member’s Percentage Interest, or on the allocation of income, gain, loss or deduction pursuant to Section 3.05, (ii) would materially and adversely affect Peabody’s the rights with respect and privileges of the Initial Class C Member in relation to the Peabody Designee(sClass A Members, (iii) under Article IVreduce the Sharing Percentage of the Initial Class C Member, (iv) amend the definition of Class C Payout or Class C Payout Threshold, or Section 5.5 or the definitions therein, or (iiiv) decrease the Special Member’s rights to indemnification as compared amend this sentence, in a manner that is materially adverse to the Managing Member's right to indemnification or increase the obligations of the Special Initial Class C Member hereunder, and (Bb) without the prior written consent of a majority of the Class A Directors D Member if such amendment would have an adverse effect on the rights (i) increase or extend any financial obligation or liability of the Class A Member under this Agreement, or (C) without the consent of a majority of the Class B Directors if such amendment would have an adverse effect on the rights of the Class B Member or the Economic Member under this Agreement. Notwithstanding the foregoing except for (A)(i)D Member, (ii) materially and adversely affect the rights and privileges of the Class D Member in relation to the Class A Members, (iii) aboveother than in accordance with this Agreement, if necessary to eliminate the breach of any agreement, which breach could reasonably be expected to materially adversely affect the Class B Member, or to permit the Class B Member to comply with any applicable law, including, without limitation, to prevent the Class B Member from being treated as an "investment company" under the Investment Company Act of 1940 (as amended from time to timeincluding Section 3.1(f), in any case as determined in good faith by Section 3.1(g) and Section 3.1(h), reduce the Class B Directors, this Agreement may be amended by a majority Sharing Percentage of the Class B DirectorsD Member, without the consent of any other Member (iv) amend Section 3.1(f), Section 3.1(g) or PersonSection 3.1(h), or (v) amend this sentence, in a manner that is materially adverse to the extent that a majority of the Class B Directors determine in good faith that such amendment is necessary to eliminate the breach of any agreement, which breach could reasonably be expected to materially adversely affect the Class B D Member, or to permit the Class B Member to comply with any applicable law, including, without limitation, to prevent the Class B Member from being treated as an "investment company" under the Investment Company Act of 1940 (as amended from time to time), and such amendments may, to the extent necessary, provide the Class B Member with additional control or voting rights with respect to the Company.

Amendment or Restatement. This Agreement and the Delaware Certificate (including any Exhibit or Schedule to this Agreement) may be amended amended, modified or restated supplemented, and any provisions of this Agreement may be waived, only by with Board approval and a written instrument adopted, executed (or, in the case and agreed to by Members holding a majority of the Delaware Certificate, approved) by the Boardissued and outstanding Series A Units; provided, however, that the Board shall not amend or restate this Agreement (A) without the prior written consent of the Special Member (in the case of clause (i) an amendment or modification which materially and adversely affects the Series B Members (it being agreed that any amendment or modification that derogates from the economic rights or the governance rights of the Series B Members shall be deemed material and adverse for the purposes hereof) shall also require Requisite Member Approval; (ii) in no event shall any of the following provisions to this Agreement be amended or modified without Requisite Member Approval: Section 3.1 (Purpose), Section 3.3 (Business Opportunities), Section 5.4 (Confidentiality Obligations of Members), Section 6.2 (Number, Tenure and Qualifications), Section 6.5 (Liability for Certain Acts), Section 6.11 (Requisite Member Approval), Section 6.12 (Remedies), Section 6.13 (Reliance by Third Parties), Section 8.2 (Preferential Distributions in Respect of the Series B Units), Article 7 (Transferability of Interests), Article 12 (Liability, Exculpation and Indemnification), Article 13 (Dissolution, Liquidation and Termination), Section 15.8 (Amendment or Restatement), Section 15.14 (Specific Performance; Availability of Remedies), or Section 15.15 (No Recourse), (iii) below) or Peabody (in the case of clause (ii) below) if such an amendment or restatement modification redeeming or cancelling a Member’s Units or reducing a Member’s interest in distributions (i) relates to the redemption other than as a result of the Special Member’s Percentage Interest issuance of additional Units pursuant to Section 3.04 or would have an this Agreement) in a manner that is disproportionately adverse effect on the distribution of IDR Proceeds with in any material respect to the Special Member’s Percentage Interest, or on the allocation of income, gain, loss or deduction pursuant such Member relative to Section 3.05, (ii) would adversely affect Peabody’s rights with respect to the Peabody Designee(s) under Article IV, or (iii) decrease the Special Member’s rights to indemnification as compared to the Managing Member's right to indemnification or increase the obligations of the Special Member hereunder, (B) without the consent of a majority of the Class A Directors if such amendment would have an adverse effect on the rights of other Members in respect of Units of the Class A Member under this Agreement, same class or type shall also require such Member’s consent and (Civ) without the consent an amendment or modification increasing any other obligation of a majority of Member to the Class B Directors if such amendment would have an adverse effect on the rights of the Class B Member or the Economic Member under this AgreementCompany shall, in each case, be effective only with that Member’s consent. Notwithstanding the foregoing except for (A)(i), (ii) and (iii) above, if necessary to eliminate the breach of any agreement, which breach could reasonably be expected to materially adversely affect the Class B Member, or to permit the Class B Member to comply with any applicable law, including, without limitation, to prevent the Class B Member from being treated as an "investment company" under the Investment Company Act of 1940 (as amended from time to time), in any case as determined in good faith by the Class B Directorsimmediately preceding sentence, this Agreement may be amended from time to time by a majority the Board without further consent of any party hereto, subject to Section 6.11(b), in connection with the Class B Directorscreation, without authorization, issuance or Transfer of Units (or any additional Classes or Series thereof) made in compliance with this Agreement. Except as required by applicable law, no amendment, modification, supplement, discharge or waiver of or under this Agreement will require the consent of any other Member or Person, Person not a party to this Agreement. No course of dealing between the extent that a majority parties hereto will be construed to alter the terms of the Class B Directors determine in good faith that such amendment is necessary to eliminate the breach of any agreement, which breach could reasonably be expected to materially adversely affect the Class B Member, or to permit the Class B Member to comply with any applicable law, including, without limitation, to prevent the Class B Member from being treated as an "investment company" under the Investment Company Act of 1940 (as amended from time to time), and such amendments may, to the extent necessary, provide the Class B Member with additional control or voting rights with respect to the Companythis Agreement.

Amendment or Restatement. This Except as otherwise expressly provided in Section 8.4(c)(ii), neither this Agreement and (including any Exhibit or Annex hereto) nor the Delaware Certificate may be amended amended, modified, supplemented Or restated, nor may any provisions of this Agreement or restated only by the Certificate be waived, without a written Written instrument adopted, executed (or, in the case of the Delaware Certificate, approved) and agreed to by the BoardCompany and the Supermajority Holders; provided, however, that (i) subject to clause (iv) below, any such amendment, modification, supplement, restatement or waiver that would adversely affect the Board rights of any Member or Unitholder hereunder, in its capacity as a Member or Unitholder, as the case may be, without similarly affecting the rights hereunder of all Members or Unitholders of the same class or series, in their capacities as Members or Unitholders, as the case may be, that would affect a Member’s or Unitholder’s right to exercise its preemptive rights pursuant to Section 4.5 hereof or that would impose any material obligation on any Member or Unitholder shall not amend be effective as to such Member or restate Unitholder without such Member’s or Unitholder’s prior written consent and any such amendment, modification, supplement, restatement or waiver that would adversely affect the rights of Blackstone shall not be effective as to Blackstone without Blackstone’s prior written consent, (ii) subject to clause (iv) below, provisions of this Agreement (A) without setting forth any rights, preferences, restrictions and limitations applicable to Management Units or Profits Units may be amended, modified, supplemented, restated or waived only with the prior written consent of Management Unitholders holding at least a majority of the Special Member (in then outstanding Management Units or a majority of the then outstanding Profits Units, as the case may be, held by all of clause (i) or the Management Unitholders, (iii) below) or Peabody (in the case of subject to clause (iiiv) below) if such , an amendment or restatement (i) relates to Article 7 of this Agreement that adversely affects distributions or allocations made to such Member under such Article 7 is effective only with that Member’s written consent; provided, however, that any amendment, modification, supplement, restatement, or waiver of this Agreement or the redemption Certificate that similarly affects all holders of Common Units in their capacities as holders of Common Units may be made with the written consent of the Special Member’s Percentage Interest pursuant to Section 3.04 or would have an adverse effect on the distribution of IDR Proceeds with respect to the Special Member’s Percentage Interest, or on the allocation of income, gain, loss or deduction pursuant to Section 3.05, (ii) would adversely affect Peabody’s rights with respect to the Peabody Designee(s) under Article IV, or (iii) decrease the Special Member’s rights to indemnification as compared to the Managing Member's right to indemnification or increase the obligations of the Special Member hereunder, (B) without the consent holders of a majority of the Class A Directors if such amendment would have an adverse effect on then outstanding Common Units (other than Profits Units and Unvested Management Units), (iv) the rights Requisite Holders may amend, modify, supplement or restate this Agreement and the Certificate to the extent (A) necessary to authorize and issue new classes or series of Units, Capital Stock equity or equity-linked securities, the Class A Member under this Agreementissuance of which has been approved in accordance with Sections 4.6, 8.4(b) or 8.4(e), (B) permitted by Section 11.6(d), or (C) without necessary to change the Company’s registered office or agent pursuant to Section 2.3, (v) to the extent that Cayman Islands Law would give any class or series of Units a separate class or series vote with respect to an amendment or modification of the rights of such class or series for which this Agreement would not otherwise provide for such separate class or series vote, then such rights may be varied with the consent in writing of all of the Members of that class or series or with the consent of a Member resolution passed by not less than a majority of the Class B Directors if such amendment would have an adverse effect on the rights Members of that class or series as may be present in person or by proxy at a separate general meeting of the Class B Member Members of that class or series; provided, however, that such Members of such class or series shall be subject to the Economic Member under this Agreement. Notwithstanding the foregoing except for (A)(i)obligations of Section 11.7 hereunder, (ii) and (iiivi) above, if necessary this Agreement shall be deemed to eliminate the breach of any agreement, which breach could reasonably be expected to materially adversely affect the Class B Member, or to permit the Class B Member to comply with any applicable law, including, without limitation, to prevent the Class B Member from being treated as an "investment company" under the Investment Company Act of 1940 (as automatically amended from time to time), time to the extent provided in any case as determined in good faith an Addendum Agreement executed and delivered by the Class B Directors, parties thereto to reflect issuances and transfers of Membership Interests and Units made in compliance with this Agreement may be amended by a majority of the Class B Directors, without requiring the consent of any other Member party. Except as required by Law, no amendment, modification, supplement, discharge or Person, to waiver of or under this Agreement shall require the extent that a majority of the Class B Directors determine in good faith that such amendment is necessary to eliminate the breach consent of any agreement, which breach could reasonably be expected person not a party to materially adversely affect the Class B Member, or to permit the Class B Member to comply with any applicable law, including, without limitation, to prevent the Class B Member from being treated as an "investment company" under the Investment Company Act of 1940 (as amended from time to time), and such amendments may, to the extent necessary, provide the Class B Member with additional control or voting rights with respect to the Companythis Agreement.

Amendment or Restatement. This Agreement and the Delaware Certificate (including any Exhibit or Schedule hereto) may be amended amended, modified, supplemented or restated only by restated, and any provisions of this Agreement may be waived, with a written instrument adopted, executed (orand agreed to by the General Partner, in its sole discretion, without the case consent or approval of the Delaware Certificateother Partners, approvedincluding to (i) by the Boardadmit any Substitute Limited Partner or Limited Partner or effect any Capital Contribution, (ii) create new classes of Units and (iii) take any action necessary and related to clauses (i) and (ii); provided, however, that the Board shall not amend or restate this Agreement except as otherwise agreed by any Limited Partner with respect to itself, (A) without this Agreement may not be amended so as to discriminate or have the prior written consent effect of discriminating among Partners of the Special Member same class of Units in any material adverse respect (in the case of clause (i) or (iii) below) or Peabody (in the case of clause (ii) below) if such amendment or restatement (i) relates to the redemption of the Special Member’s Percentage Interest pursuant to Section 3.04 or would have an adverse effect on the distribution of IDR Proceeds or, with respect to the Special Member’s Percentage Interest, or on the allocation of income, gain, loss or deduction pursuant to Section 3.05, (ii) would adversely affect Peabody’s rights with respect to the Peabody Designee(s) under Article IV, or (iii) decrease the Special Member’s rights to indemnification as compared to the Managing Member's right to indemnification or increase the obligations any of the Special Member hereundereconomic terms of this Agreement, in any adverse respect (other than any de minimis respects)) without the approval of the Partners holding a majority of the outstanding Units of the class whose rights are so adversely affected, (B) without an amendment to this Agreement that modifies the consent rights, or increases the obligations, in each case, in any material adverse respect (or, with respect to any of the economic terms of this Agreement, in any adverse respect (other than any de minimis respects)), of one class of Units and does not similarly modify the rights, or increase the obligations, of another class of Units must be approved by the Partners holding a majority of the Class A Directors if such amendment would have an adverse effect on outstanding Units the rights of which are so adversely affected or the Class A Member under this Agreementobligations of which are so increased, or (C) this Agreement may not be amended so as to require any Capital Contribution from a Partner in addition to such Partner’s Initial Capital Contribution or reduce the amount of a Partner’s Initial Capital Contribution, (D) Sections 4.7 and 4.8 may not be amended in a manner that materially alters the rights provided thereunder without the consent approval of the Partners holding a majority of the Class B Directors if such amendment would have an adverse effect on outstanding Units the rights of the Class B Member or the Economic Member under this Agreement. Notwithstanding the foregoing except for (A)(i)whom are so adversely affected, (iiE) and (iii) above, if necessary to eliminate the breach of any agreement, which breach could reasonably be expected to materially adversely affect the Class B Member, or to permit the Class B Member to comply with any applicable law, including, without limitation, to prevent the Class B Member from being treated as an "investment company" under the Investment Company Act of 1940 (as amended from time to time), in any case as determined in good faith by the Class B Directors, this Agreement may not be amended by so as to disproportionately (compared to other holders of Class A-1 Units) and adversely affect any Xxxxxxxx Limited Partner, without the approval of the Xxxxxxxx Limited Partners holding a majority of the outstanding Units held by such Xxxxxxxx Limited Partners, (F) this Agreement may not be amended so as to disproportionately (compared to other holders of Class B DirectorsA-1 Units) and adversely affect any Viper Limited Partner, without the approval of the Viper Limited Partners holding a majority of the outstanding Units held by such Viper Limited Partners, (G) Section 4.1 of this Agreement may not be amended without the approval of (i) the Xxxxxxxx Limited Partners holding a majority of the outstanding Class A-1 Units held by such Xxxxxxxx Limited Partners, to the extent such amendment further limits transfers by the Xxxxxxxx Limited Partners, and/or (ii) the Viper Limited Partners holding a majority of the outstanding Class A-1 Units held by such Viper Limited Partners, to the extent such amendment further limits transfers by the Viper Limited Partners, (H) Sections 9.1(h), 10.5 and 10.6 of this Agreement may not be amended without the approval of the Xxxxxxxx Limited Partners holding a majority of the outstanding Class A-1 Units held by such Xxxxxxxx Limited Partners, (I) Sections 4.2, 9.1(h), 10.5 and 10.6 of this Agreement may not be amended without the approval of the Viper Limited Partners holding a majority of the outstanding Class A-1 Units held by such Viper Limited Partners, (J) Sections 9.7, 3.4(a) and this Section 16.5 may not be amended without the approval of the Viper Limited Partners holding a majority of the outstanding Class A-1 Units held by such Viper Limited Partners, and (K) Article XV may not be amended in a manner materially adverse to the Viper Limited Partners or the Xxxxxxxx Limited Partners, as applicable, without the approval of the General Partner plus the approval of (i) a majority of the outstanding Class A-1 Units held by the Viper Limited Partners, to the extent the amendment is materially adverse to the Viper Limited Partners, and/or (ii) a majority of the outstanding Class A-1 Units held by the Xxxxxxxx Limited Partners, to the extent the amendment is materially adverse to the Xxxxxxxx Limited Partners. Notwithstanding the foregoing, in addition to other amendments authorized herein, amendments may be made to this Agreement from time to time by the General Partner, without the consent of any other Member Partner: (a) to correct any typographical or Personsimilar ministerial errors, (b) to delete or add any provision of this Agreement required to be so deleted or added by any applicable Law, (c) to take such actions as may be necessary (if any) to ensure that the Partnership will be treated as a partnership for United States federal income tax purposes and (d) to amend this Agreement pursuant to the extent that a majority power of attorney granted to the Class B Directors determine in good faith that such amendment is necessary General Partner, including to eliminate reflect the breach admission of any agreement, which breach could reasonably be expected to materially adversely affect the Class B Member, Substituted Limited Partner or to permit the Class B Member to comply with any applicable law, including, without limitation, to prevent the Class B Member from being treated as an "investment company" under the Investment Company Act of 1940 (as amended from time to time), and such amendments may, to the extent necessary, provide the Class B Member with additional control or voting rights Capital Contribution with respect to an additional contribution made by any Limited Partner and otherwise to reflect such admission or Capital Contribution on the CompanyRegister of Partners. Any amendment to a definition of a term contained in any section referred to in this Section 16.5 shall require the same level of approval as an amendment to such section. Except as required by Law, no amendment, modification, supplement, discharge or waiver of or under this Agreement shall require the consent of any Person not a party to this Agreement. Further, notwithstanding anything to the contrary in this Section 16.5 the General Partner, acting alone, is authorized to implement any and all amendments to this Agreement specifically contemplated or authorized by this Agreement. Any merger or amalgamation, other than a merger or amalgamation which causes a Change of Control, involving the Partnership that effects an amendment to this Agreement or results in a partnership agreement of a successor entity that differs from this Agreement may not be effected without the approvals that would have been required under this Section 16.5 if such amendment or differences were subject to the foregoing provisions of this Section 16.5.

Amendment or Restatement. This Agreement shall not be altered, modified, amended or changed (by merger or otherwise), or the compliance with any terms or provisions waived, except by an amendment or waiver approved by Members holding a majority of each of the Class A Units, the Class B Units and the Delaware Certificate may be amended or restated only by Class C Units each voting separately as a written instrument executed (or, in the case of the Delaware Certificate, approved) by the Boardclass; provided, however, that the Board shall not amend or restate (a) subject to Section 8.2(b)(xi), any amendments to this Agreement necessary or appropriate in connection with the issuance of additional Equity Interests or the admission of additional Members may be effected by Members holding a majority of the Class A Units; provided, further, however, that no amendments may be made to Sections 3.1(b), 5.3, 7.3, 7.4, 8.2(b), 8.2(c)(i)(B), 10.5, 10.6, 10.7, 12.1(a)(i), the definitions of Change of Control” or “Excluded Issuances” or this Section 13.4 without the approval of the holders of a majority of each of the Class B Units and the Class C Units, voting separately as a Class, (Ab) no modification of the terms of this Agreement that increases or extends any financial obligation or liability of a Member shall be effective without the prior written consent of the Special Member (in the case of clause (i) or (iii) below) or Peabody (in the case of clause (ii) below) if such amendment or restatement (i) relates to the redemption of the Special Member’s Percentage Interest pursuant to Section 3.04 or would have an adverse effect on the distribution of IDR Proceeds with respect to the Special Member’s Percentage Interest, or on the allocation of income, gain, loss or deduction pursuant to Section 3.05, (iic) would adversely affect Peabody’s rights with respect to the Peabody Designee(s) under Article IV, or (iii) decrease the Special Member’s rights to indemnification as compared to the Managing Member's right to indemnification or increase the obligations of the Special Member hereunder, (B) this Section 13.4 may not be amended without the prior written consent of a majority of the Class A Directors if such amendment would have an adverse effect on the rights of the Class A each Member under this Agreement, or (C) without the consent of a majority of the Class B Directors if such amendment would have an adverse effect on the rights of the Class B Member or the Economic Member under this Agreement. Notwithstanding the foregoing except for (A)(i), (ii) and (iiid) above, if necessary this Agreement shall be deemed to eliminate the breach of any agreement, which breach could reasonably be expected to materially adversely affect the Class B Member, or to permit the Class B Member to comply with any applicable law, including, without limitation, to prevent the Class B Member from being treated as an "investment company" under the Investment Company Act of 1940 (as automatically amended from time to time), time without further consent of any party to the extent provided in any case as determined in good faith an Addendum Agreement executed and delivered by the Class B Directorsparties thereto to reflect issuances and transfers of Units made in compliance with this Agreement. Except as required by Law, no amendment, modification, supplement, discharge or waiver of or under this Agreement may be amended by a majority of the Class B Directors, without shall require the consent of any other Member or Person, person not a party to the extent that a majority this Agreement. Y. Schedule 1. Schedule 1 of the Class B Directors determine Agreement shall be deleted in good faith that such amendment is necessary to eliminate the breach of any agreement, which breach could reasonably be expected to materially adversely affect the Class B Member, or to permit the Class B Member to comply its entirety and replaced with any applicable law, including, without limitation, to prevent the Class B Member from being treated as an "investment company" under the Investment Company Act of 1940 (as amended from time to time), and such amendments may, to the extent necessary, provide the Class B Member with additional control or voting rights with respect to the CompanySchedule 1 attached hereto.

Amendment or Restatement. This Agreement and the Delaware Certificate may be amended or restated only by a written instrument executed (or, in the case of the Delaware Certificate, approved) by the Board; provided, however, that the Board shall not amend or restate this Agreement (A) without the prior written consent of the Special Member (in the case of clause (i) or (iii) below) or Peabody (in the case of clause (ii) below) if such amendment or restatement (i10) relates to the redemption of the Special Member’s Percentage Interest pursuant to Section 3.04 or would have an adverse effect on the distribution of IDR Proceeds with respect to the Special Member’s Percentage Interest, or on the allocation of income, gain, loss or deduction pursuant to Section 3.05, (ii11) would adversely affect Peabody’s rights with respect to the Peabody Designee(s) under Article IV, or (iii12) decrease the Special Member’s rights to indemnification as compared to the Managing Member's right to indemnification or increase the obligations of the Special Member hereunder, (B) without the consent of a majority of the Class A Directors if such amendment would have an adverse effect on the rights of the Class A Member under this Agreement, or (C) without the consent of a majority of the Class B Directors if such amendment would have an adverse effect on the rights of the Class B Member or the Economic Member under this Agreement. Notwithstanding the foregoing except for (A)(i), (ii) and (iii) above, if necessary to eliminate the breach of any agreement, which breach could reasonably be expected to materially adversely affect the Class B Member, or to permit the Class B Member to comply with any applicable law, including, without limitation, to prevent the Class B Member from being treated as an "investment company" under the Investment Company Act of 1940 (as amended from time to time), in any case as determined in good faith by the Class B Directors, this Agreement may be amended by a majority of the Class B Directors, without the consent of any other Member or Person, to the extent that a majority of the Class B Directors determine in good faith that such amendment is necessary to eliminate the breach of any agreement, which breach could reasonably be expected to materially adversely affect the Class B Member, or to permit the Class B Member to comply with any applicable law, including, without limitation, to prevent the Class B Member from being treated as an "investment company" under the Investment Company Act of 1940 (as amended from time to time), and such amendments may, to the extent necessary, provide the Class B Member with additional control or voting rights with respect to the Company.

Amendment or Restatement. This (a) Subject to Section 8.7 and Section 13.5(b), this Agreement and (including any Exhibit or Schedule hereto) or the Delaware Certificate may be amended amended, modified, supplemented or restated restated, and any provisions of this Agreement or the Certificate may be waived, in each case only by the Board (and without the approval of any other Person); provided, however, that: (i) any such amendment, modification, supplement, restatement or waiver that would alter or change the rights, obligations, powers or preferences of one or more Members in their capacities as holders of a written instrument executed specific class of Units or other series of Membership Interests in a disproportionate and adverse manner (orother than in a de minimis, non-economic respect) compared to the rights, obligations, powers and preferences specific to other Members in their capacities as the case holders of the Delaware Certificatesame class of Units shall also require the prior written consent of Members holding at least 50% of the class of Units so disproportionately and adversely affected; (ii) without limiting Section 13.5(a)(i), approvedand except as otherwise provided in Section 6.1(c), any such amendment, modification, supplement, restatement or waiver that would alter or change the rights, obligations, powers or preferences specific to a particular class (or group of classes) by of Units in a disproportionate and adverse manner (other than in a de minimis non-economic respect) compared to the Boardrights, obligations, powers and preferences specific to any other class of Units shall also require the prior written consent of Members holding at least 50% of the class of Units so disproportionately and adversely affected; and FORTIS ACQUISITION JV, LLC LIMITED LIABILITY COMPANY AGREEMENT (iii) without limiting Section 13.5(a)(i) or Section 13.5(a)(ii), without the prior written consent of the affected Member, no amendment may be made pursuant to this Section 13.5(a) which would (x) result in any increase in such Member’s Remaining Commitment, (y) modify the limited liability of any Member under this Agreement or (z) amend in an adverse manner the rights of any Member under Section 8.2(a), Section 8.6 or Article IX; provided, however, that the Board granting of additional rights to any Person who acquired newly issued Membership Interests (including any right to designate additional Managers) shall not amend or restate this Agreement (A) without the prior written consent constitute an adverse amendment of the Special Member (in the case of clause (i) or (iii) below) or Peabody (in the case of clause (ii) below) if such amendment or restatement (i) relates to the redemption of the Special Member’s Percentage Interest pursuant to Section 3.04 or would have an adverse effect on the distribution of IDR Proceeds with respect to the Special Member’s Percentage Interest, or on the allocation of income, gain, loss or deduction pursuant to Section 3.05, (ii) would adversely affect Peabody’s rights with respect to the Peabody Designee(s) under Article IV, or (iii) decrease the Special Member’s rights to indemnification as compared to the Managing Member's right to indemnification or increase the obligations of the Special Member hereunder, (B) without the consent of a majority of the Class A Directors if such amendment would have an adverse effect on the rights of the Class A Member under this Agreement, or (C) without the consent of a majority of the Class B Directors if such amendment would have an adverse effect on the rights of the Class B Member or the Economic Member under this Agreement. Notwithstanding the foregoing except for (A)(i), (ii) and (iii) above, if necessary to eliminate the breach of any agreement, which breach could reasonably be expected to materially adversely affect the Class B Member, or to permit the Class B Member to comply with any applicable law, including, without limitation, to prevent the Class B Member from being treated as an "investment company" under the Investment Company Act of 1940 (as amended from time to time), in any case as determined in good faith by the Class B Directors, this Agreement may be amended by a majority of the Class B Directors, without the consent of any other Member under clause (z); provided, that, for the avoidance of doubt, the Members acknowledge and agree that any such amendment, modification, supplement, restatement or Personwaiver in connection with the authorization or issuance by the Company pursuant to Section 3.6 of additional Series A Units or the creation, to the extent that a majority of the Class B Directors determine in good faith that such amendment is necessary to eliminate the breach of any agreement, which breach could reasonably be expected to materially adversely affect the Class B Memberauthorization or issuance of, or to permit the Class B Member to comply with provide for any applicable lawrights, includingdesignations and preferences of, without limitationany Additional Interests having such rights, to prevent the Class B Member from being treated as an "investment company" under the Investment Company Act of 1940 designations and preferences (as amended from time to time), and such amendments may, to the extent necessary, provide the Class B Member with additional control or voting rights including with respect to the Company’s distributions) ranking senior or junior to, or pari passu with, Series A Units or any other series of Units shall require only the approval of the Board and that such amendment, modification, supplement, restatement or waiver shall not be deemed an alteration or change to the rights, obligations, powers or preferences of any series of Units. (b) Notwithstanding anything to the contrary in this Section 13.5, this Agreement shall be deemed to be automatically amended from time to time to the extent provided in an Addendum Agreement executed and delivered by the parties thereto to reflect issuances and transfers of Membership Interests made in compliance with this Agreement without the further consent of any party to this Agreement. (c) Notwithstanding anything to the contrary in this Section 13.5, the Board shall have the authority to amend, modify, supplement or restate this Agreement to the extent necessary to comply with or administer in an equitable manner the provisions of Partnership Tax Audit Rules, as reasonably determined by the Board.

Amendment or Restatement. This Agreement and the Delaware Certificate may be amended or restated only by a written instrument executed (or, in the case of the Delaware Certificate, approved) approved by the Board; provided, however, that the Board shall not amend or restate this Agreement without the prior written consent of the Class B Members, as the case may be, if such amendment or restatement would (Ai) alter the method of division of profits and losses or a method of distributions made to the Class B Members (ii) increase or extend any financial obligation or liability of the Class B Members, or (iii) materially and adversely affect the rights and privileges of the Class B Members in relation to the Class A Members under this Agreement; provided, however, that the Class B Members shall be deemed to have provided such consent with respect to any amendments to Exhibit A to reflect any adjustments made to the Class B Members’ Sharing Percentage as a result of the operation of Section 6.4(d) of the Purchase Agreement. Notwithstanding any provision of this Section 14.5 to the contrary, the Board shall not amend or restate this Agreement (or the Delaware Certificate to the extent such amendment would be inconsistent with this Agreement) without the prior written consent of the Special Initial Class C Member (in the case of clause if such amendment would (i) increase or (iii) below) extend any financial obligation or Peabody (in the case of clause (ii) below) if such amendment or restatement (i) relates to the redemption liability of the Special Initial Class C Member’s Percentage Interest pursuant to Section 3.04 or would have an adverse effect on the distribution of IDR Proceeds with respect to the Special Member’s Percentage Interest, or on the allocation of income, gain, loss or deduction pursuant to Section 3.05, (ii) would materially and adversely affect Peabody’s the rights with respect and privileges of the Initial Class C Member in relation to the Peabody Designee(s) under Article IVClass A Members, or (iii) decrease reduce the Special Member’s rights to indemnification as compared Sharing Percentage of the Initial Class C Member or (iv) amend the definition of Class C Payout or Class C Payout Threshold, or Section 5.5 or the definitions therein, in a manner that is materially adverse to the Managing Initial Class C Member's right to indemnification or increase the obligations of the Special Member hereunder, (B) without the consent of a majority of the Class A Directors if such amendment would have an adverse effect on the rights of the Class A Member under this Agreement, or (C) without the consent of a majority of the Class B Directors if such amendment would have an adverse effect on the rights of the Class B Member or the Economic Member under this Agreement. Notwithstanding the foregoing except for (A)(i), (ii) and (iii) above, if necessary to eliminate the breach of any agreement, which breach could reasonably be expected to materially adversely affect the Class B Member, or to permit the Class B Member to comply with any applicable law, including, without limitation, to prevent the Class B Member from being treated as an "investment company" under the Investment Company Act of 1940 (as amended from time to time), in any case as determined in good faith by the Class B Directors, this Agreement may be amended by a majority of the Class B Directors, without the consent of any other Member or Person, to the extent that a majority of the Class B Directors determine in good faith that such amendment is necessary to eliminate the breach of any agreement, which breach could reasonably be expected to materially adversely affect the Class B Member, or to permit the Class B Member to comply with any applicable law, including, without limitation, to prevent the Class B Member from being treated as an "investment company" under the Investment Company Act of 1940 (as amended from time to time), and such amendments may, to the extent necessary, provide the Class B Member with additional control or voting rights with respect to the Company.

Amendment or Restatement. This Except as expressly set forth herein, this Agreement may be amended or restated, and any provision of this Agreement may be waived, only by a written instrument adopted, executed and agreed to by the Delaware Company (upon Managing Member approval) and a Majority in Interest (without limiting the foregoing, the Members hereby agree that they will be bound by any such amendment or waiver that by its terms is binding upon all of the Members); provided, however, that v) (i) any amendment to or waiver of this Agreement that would obligate a Member to make a Capital Contribution to the Company (other than as provided by the terms of this Agreement in effect as of the Effective Date) shall be effective only with the consent of such Member, and (ii) any amendment to or waiver of this Agreement that would cause a Member to have personal liability for Company obligations shall be effective only with the consent of such Member, and vi) the Managing Member may amend Schedule 1 without the consent of any Member to reflect new Members admitted in accordance with this Agreement, changes to the number of outstanding Units held by any Member in accordance with this Agreement, and changes to the notice addresses and other similar relevant information. The Certificate may be amended or restated only by a written instrument executed (or, in with the case approval of the Delaware Certificate, approved) by the BoardManaging Member; provided, however, that the Board shall not amend or restate this Agreement (A) without the prior written consent of the Special Member (in the case of clause (i) or (iii) below) or Peabody (in the case of clause (ii) below) if no such amendment or restatement (i) relates to the redemption of the Special Member’s Percentage Interest pursuant to Certificate may effect any change described in this Section 3.04 or would have an adverse effect on the distribution of IDR Proceeds with respect to the Special Member’s Percentage Interest, or on the allocation of income, gain, loss or deduction pursuant to Section 3.05, (ii) would adversely affect Peabody’s rights with respect to the Peabody Designee(s) under Article IV, or (iii) decrease the Special Member’s rights to indemnification as compared to the Managing Member's right to indemnification or increase the obligations of the Special Member hereunder, (B) 12.6 without the consent of a majority the Member or Members whose consent would be required under this Section 12.6 if such change were being effected through an amendment or restatement of this Agreement. No merger or consolidation of the Class A Directors if such amendment would have an adverse Company with another Entity may effect on the rights of the Class A Member under any change described in this Agreement, or (C) Section 12.6 without the consent of a majority of the Class B Directors Member or Members whose consent would be required under this Section 12.6 if such amendment would have an adverse effect on the rights of the Class B Member change were being effected other than in connection with such merger or the Economic Member under this Agreement. Notwithstanding the foregoing except for (A)(i), (ii) and (iii) above, if necessary to eliminate the breach of any agreement, which breach could reasonably be expected to materially adversely affect the Class B Member, or to permit the Class B Member to comply with any applicable law, including, without limitation, to prevent the Class B Member from being treated as an "investment company" under the Investment Company Act of 1940 (as amended from time to time), in any case as determined in good faith by the Class B Directors, this Agreement may be amended by a majority of the Class B Directors, without the consent of any other Member or Person, to the extent that a majority of the Class B Directors determine in good faith that such amendment is necessary to eliminate the breach of any agreement, which breach could reasonably be expected to materially adversely affect the Class B Member, or to permit the Class B Member to comply with any applicable law, including, without limitation, to prevent the Class B Member from being treated as an "investment company" under the Investment Company Act of 1940 (as amended from time to time), and such amendments may, to the extent necessary, provide the Class B Member with additional control or voting rights with respect to the Companyconsolidation.