EXHIBIT 3.13
FIRST AMENDMENT TO
LIMITED LIABILITY COMPANY AGREEMENT
OF THUNDER BASIN COAL COMPANY, L.L.C.
This First Amendment to Limited Liability Company Agreement of Thunder
Basin Coal Company, L.L.C., dated as of May 14, 1998 (the "Amendment"), is by
Atlantic Richfield Company ("ARCO").
WHEREAS, ARCO is a party to a Limited Liability Company Agreement of
Thunder Basin Coal Company, L.L.C., dated as of July 10, 1997 (the "Agreement");
and
WHEREAS, ARCO desires to amend the Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and conditions hereinafter set forth, ARCO hereby agrees as follows:
1. AMENDMENTS.
(a) Section 8 is hereby amended in its entirety to read
as follows:
"8. Capital Contributions. Members shall make
capital contributions to the Company in such amounts and at such times
as they shall mutually agree pro rata in accordance with profit sharing
interests as set forth in Schedule A hereof ("Profit Sharing
Interests"), which amounts shall be set forth in the books and records
of the Company. The Profit Sharing Interests are deemed to be
"securities" governed by Division 8 of the Uniform Commercial Code, as
enacted in Delaware."
(b) Section 9 is hereby amended in its entirety to read
as follows:
"9. Assignments of Member Interests.
a. Each Member's Interest is
transferable either voluntarily or by operation of law. Each Member may
sell, assign, pledge or otherwise transfer or encumber (collectively,
"Transfer") all or a portion of its Interest. In the event of the
Transfer of less than all of the Member's Interest, the transferee
shall be admitted on such terms and conditions as the Member and the
transferee shall agree upon.
b. At any time there is only one
Member, and such Member proposes to Transfer all of its interest in the
Company, the Transfer of such Interest to the transferee thereof and
the admission of such transferee as a Member of the Company shall be
deemed to occur immediately preceding the withdrawal of the
transferring Member with the effect that, in connection with such
Transfer, there shall at all times be at least one Member of the
Company.
c. The Board of Directors shall amend
Schedule A hereto from time to time to reflect Transfers made in
accordance with, and as permitted under, this Section 9."
2. AGREEMENT TO CONTINUE AS AMENDED. Except as modified and
amended by this Amendment, the Agreement shall remain and continue in full force
and effect after the date hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this Amendment as
of the date first written above.
ATLANTIC RICHFIELD COMPANY,
MEMBER
By: /s/ XXXXX X. DALLAS
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Xxxxx X. Dallas
Senior Vice President and Treasurer
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