MANAGER ON THE DATE HEREOF SHALL BE DEEMED TO OWN A MANAGING
MEMBER INTEREST INCLUDING THE NUMBER OF COMMON MEMBERSHIP UNITS SPECIFIED IN
EXHIBIT A.
(B)
IN ADDITION TO THE INFORMATION DESCRIBED IN SECTION 3.1(A) HEREOF,
EXHIBIT A HERETO CONTAINS THE NAME AND ADDRESS OF EACH MEMBER AS OF THE DATE
HEREOF.
THE COMPANY SHALL REVISE EXHIBIT A (I) FOLLOWING THE OVER-ALLOTMENT
MEMBERSHIP UNIT PURCHASE, IF ANY, TO REFLECT THE PURCHASE OF ADDITIONAL COMMON
MEMBERSHIP UNITS BY CPE FOLLOWING THE CLOSING OF THE OVER-ALLOTMENT OPTION AS
SET FORTH IN THE ACQUISITION AGREEMENT, (II) FROM TIME TO TIME TO REFLECT THE
ISSUANCE, CONVERSION OR TRANSFER OF UNITS IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT AND OTHER MODIFICATIONS TO OR CHANGES IN THE INFORMATION SET FORTH
THEREIN AND (III) IN ACCORDANCE WITH SECTIONS 3.3, 3.4, 8.2 AND 9.1.
ANY
AMENDMENT OR REVISION TO EXHIBIT A OR TO THE COMPANY'S RECORDS AS CONTEMPLATED
BY THIS AGREEMENT TO REFLECT INFORMATION REGARDING MEMBERS OR UNDER SECTION 3.3,
3.4, 8.2 OR 9.1 AND IN ACCORDANCE WITH SUCH SECTIONS SHALL BE DEEMED TO AMEND
THIS AGREEMENT, BUT SHALL NOT REQUIRE THE APPROVAL OF THE MANAGER OR ANY MEMBER.
(C)
ONE OR MORE ADDITIONAL PERSONS MAY BE ADMITTED AS A MEMBER OF THE
COMPANY ONLY UPON (I) AN ISSUANCE OF UNITS OR OTHER COMPANY INTERESTS PURSUANT
TO AND IN COMPLIANCE WITH SECTIONS 3.3 OR 3.4 OR A TRANSFER OF UNITS PURSUANT TO
AND IN COMPLIANCE WITH ARTICLE 8 AND (II) THE EXECUTION AND DELIVERY BY SUCH
PERSON OF A COUNTERPART TO THIS AGREEMENT OR OTHER WRITTEN AGREEMENT, IN A FORM
REASONABLY SATISFACTORY TO THE MANAGER, TO BE BOUND BY ALL THE TERMS AND
CONDITIONS OF THIS AGREEMENT.
UPON SUCH EXECUTION, THE COMPANY SHALL AMEND
EXHIBIT A (WHICH SHALL BE DEEMED AN AMENDMENT TO THIS AGREEMENT), AS THE MANAGER
MAY REASONABLY DETERMINE IS NECESSARY, TO REFLECT THE ADMISSION OF SUCH PERSON
AS A MEMBER AND SUCH OTHER INFORMATION OF SUCH PERSON AS INDICATED IN
EXHIBIT A.
UNLESS ADMITTED TO THE COMPANY AS A MEMBER AS PROVIDED IN THIS
SECTION 3.1 OR SECTION 8.2, NO PERSON IS, OR WILL BE CONSIDERED TO BE,
19
A MEMBER.
NOTWITHSTANDING THE RIGHTS OF THE MANAGER SET FORTH IN THIS
AGREEMENT, THE RIO TINTO DESIGNEE, ON BEHALF OF THE RIO TINTO MEMBERS, SHALL
HAVE THE RIGHT TO DIRECT THE MANAGER TO AMEND EXHIBIT A TO REFLECT THE ADMISSION
OF ANY SUCH PERSON ADMITTED TO THE COMPANY AS A MEMBER PURSUANT TO THIS
SECTION 3.1 OR SECTION 8.2.
(D)
NOTWITHSTANDING THE FOREGOING CLAUSE (C) OF THIS SECTION 3.1, IN
NO CASE WILL THE MANAGER ADMIT ANY MEMBER, ISSUE ANY EQUITY INTERESTS IN THE
COMPANY, CONSENT TO ANY TRANSFER OR OTHERWISE TAKE ANY ACTION IF SUCH
ADMITTANCE, ISSUANCE, TRANSFER OR OTHER ACTION WOULD CAUSE THE COMPANY TO BE A
PARTNERSHIP THAT HAS MORE THAN ONE HUNDRED (100) PARTNERS WITHIN THE MEANING OF
TREASURY REGULATION SECTION 1.7704-1(H)(1)(II).
(E)
SUBJECT TO THE OTHER PROVISIONS OF THIS SECTION 3.1 AND
SECTION 8.2, EACH PERSON THAT HOLDS ONE