Common use of Amendment Without Vote Clause in Contracts

Amendment Without Vote. Notwithstanding the foregoing provisions and the other provisions of the LLC Agreement with respect to amendments, the Board of Directors of the Company has reserved the right to make, with the written consent of the Exchange Party, and may make, with the written consent of the Exchange Party, changes in the Listed Shares and these Exchange Provisions, to meet the requirements of applicable securities and other laws and regulations and stock exchange rules and to effect the intent of the provisions of the LLC Agreement, and also may make other changes which the Board of Directors of the Company determines in its sole discretion will not have a material adverse effect on the rights and privileges of the Listed Shares, in each case without the vote, consent or approval of the Holders of any Listed Shares. In addition, notwithstanding the foregoing provisions with respect to amendments, (a) in the case of (i) any merger of the Partnership, whether or not the Partnership is the survivor, that is the subject of a unitholder vote and does not constitute a Mandatory Purchase Event, and (ii) any recapitalization, reorganization or similar transaction of the Partnership, in each case that is the subject of a unitholder vote and does not constitute a Mandatory Purchase Event, or (b) if any Person becomes a Controlling Entity in a transaction complying with the requirements of clauses (b)(i) through (b)(iv) of the definition of "Mandatory Purchase Event" in these Exchange Provisions, such amendments as of the Board of Directors of the Company in its good faith discretion deems appropriate and are agreed to by the Exchange Party may be made in these Purchase Provisions to accommodate, in the case of clause (a), such merger, recapitalization, reorganization, or similar transaction, or, in the case of clause (b), the assumption by such Person of the obligations of the Exchange Party under these Exchange Provisions, and any such amendment shall be deemed not to have such a material adverse effect or reduce the time for any notice, and therefore may be made without the vote, consent or approval of the Holders of any of the Listed Shares. ADOPTION BY KIND▇▇ ▇▇▇▇▇▇, ▇▇C. KMI, as the initial Exchange Party pursuant to these Exchange Provisions, has executed in the place provided below and delivered to the Company a copy of these Exchange Provisions, pursuant to which KMI has, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, adopted and agreed to be subject to and bound by these Exchange Provisions as the Exchange Party hereunder. KMI further acknowledges and agrees that these Exchange Provisions and its obligations hereunder are for the benefit of and shall be enforceable by any record holder of Listed Shares. Dated: , 2001 ---------------- KIND▇▇ ▇▇▇▇▇▇, ▇▇C. By: --------------------------------- Authorized Officer ANNEX B PURCHASE PROVISIONS 58 ANNEX B TO EXHIBIT 3.2 PURCHASE PROVISIONS ANNEX B TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF KIND▇▇ ▇▇▇▇▇▇ ▇▇▇AGEMENT, LLC These Purchase Provisions, dated as of __________, 2001, are an integral part of the Amended and Restated Limited Liability Company Agreement of Kind▇▇ ▇▇▇▇▇▇ ▇▇▇agement, LLC, dated as of ____________, 2001.

Amendment Without Vote. Notwithstanding the foregoing provisions and the other provisions of the LLC Agreement with respect to amendments, the Board of Directors of the Company has reserved the right to make, with the written consent of the Exchange Party, and may make, with the written consent of the Exchange Party, changes in the Listed Shares and these Exchange Provisions, to meet the requirements of applicable securities and other laws and regulations and regulations, stock exchange rules and to effect the intent of the provisions of the LLC Agreement, and also may make other changes which the Board of Directors of the Company determines in its sole discretion will not have a material adverse effect on the rights and privileges of the Listed Shares, in each case without the vote, consent or approval of the Holders of any Listed Shares. In addition, notwithstanding the foregoing provisions with respect to amendments, (a) in the case of (i) any merger of the Partnership, whether or not the Partnership is the survivor, that is the subject of a unitholder vote and does not constitute a Mandatory Purchase Event, and (ii) any recapitalization, reorganization or similar transaction of the Partnership, in each case that is the subject of a unitholder vote and does not constitute a Mandatory Purchase Event, or (b) if any Person becomes a Controlling Entity in a transaction complying with the requirements of clauses (b)(i) through (b)(iv) of the definition of "Mandatory Purchase Event" in these Exchange Provisions, such appropriate amendments as of the Board of Directors of the Company in its good faith discretion deems appropriate and are agreed to by the Exchange Party may shall be made in these Purchase Provisions to accommodate, in the case of clause (a), accommodate such merger, recapitalization, reorganization, or similar transaction, or, in the case of clause (b), or the assumption by such Person of the obligations of the Exchange Party under these Exchange Provisions, and any such amendment shall be deemed not to have such a material adverse effect or reduce the time for any notice, and therefore may be made without the vote, consent or approval of the Holders of any of the Listed Shares. ADOPTION BY KIND▇▇ ▇▇▇▇▇▇, ▇▇C. KMI, as the initial Exchange Party pursuant to these Exchange Provisions, has executed in the place provided below and delivered to the Company a copy of these Exchange Provisions, pursuant to which KMI has, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, adopted and agreed to be subject to and bound by these Exchange Provisions as the Exchange Party hereunder. KMI further acknowledges and agrees that these Exchange Provisions and its obligations hereunder are for the benefit of and shall be enforceable by any record holder of Listed Shares. Dated: , 2001 ---------------- KIND▇▇ ▇▇▇▇▇▇, ▇▇C. By: --------------------------------- Authorized Officer ANNEX B PURCHASE PROVISIONS 58 ANNEX B TO EXHIBIT 3.2 PURCHASE PROVISIONS ANNEX B TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF KIND▇▇ ▇▇▇▇▇▇ ▇▇▇AGEMENT, LLC These Purchase Provisions, dated as of __________, 2001, are an integral part of the Amended and Restated Limited Liability Company Agreement of Kind▇▇ ▇▇▇▇▇▇ ▇▇▇agement, LLC, dated as of ____________, 2001.

Amendment Without Vote. Notwithstanding the foregoing provisions and the other provisions of the LLC Agreement with respect to amendments, the Board of Directors of the Company has reserved the right to make, with the written consent of the Exchange Party, and may make, with the written consent of the Exchange Party, changes in the Listed Shares and these Exchange Provisions, to meet the requirements of applicable securities and other laws and regulations and stock exchange rules and to effect the intent of the provisions of the LLC Agreement, and also may make other changes which the Board of Directors of the Company determines in its sole discretion will not have a material adverse effect on the rights and privileges of the Listed Shares, in each case without the vote, consent or approval of the Holders of any Listed Shares. In addition, notwithstanding the foregoing provisions with respect to amendments, (a) in the case of (i) any merger of the Partnership, whether or not the Partnership is the survivor, that is the subject of a unitholder vote and does not constitute a Mandatory Purchase Event, and (ii) any recapitalization, reorganization or similar transaction of the Partnership, in each case that is the subject of a unitholder vote and does not constitute a Mandatory Purchase Event, or (b) if any Person becomes a Controlling Entity in a transaction complying with the requirements of clauses (b)(i) through (b)(iv) of the definition of "Mandatory Purchase Event" in these Exchange Provisions, such amendments as of the Board of Directors of the Company in its good faith discretion deems appropriate and are agreed to by the Exchange Party may be made in these Purchase Provisions to accommodate, in the case of clause (a), such merger, recapitalization, reorganization, or similar transaction, or, in the case of clause (b), the assumption by such Person of the obligations of the Exchange Party under these Exchange Provisions, and any such amendment shall be deemed not to have such a material adverse effect or reduce the time for any notice, and therefore may be made without the vote, consent or approval of the Holders of any of the Listed Shares. ADOPTION BY KIND▇▇ ▇▇▇▇▇▇, ▇▇C. KMI, as the initial Exchange Party pursuant to these Exchange Provisions, has executed in the place provided below and delivered to the Company a copy of these Exchange Provisions, pursuant to which KMI has, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, adopted and agreed to be subject to and bound by these Exchange Provisions as the Exchange Party hereunder. KMI further acknowledges and agrees that these Exchange Provisions and its obligations hereunder are for the benefit of and shall be enforceable by any record holder of Listed Shares. Dated: , 2001 ---------------- KIND▇▇ ▇▇▇▇▇▇, ▇▇C. By: --------------------------------- Authorized Officer ANNEX B PURCHASE PROVISIONS 58 ANNEX B TO EXHIBIT 3.2 PURCHASE PROVISIONS ANNEX B TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF KIND▇▇ ▇▇▇▇▇▇ ▇▇▇AGEMENT, LLC These Purchase Provisions, dated as of __________, 2001, are an integral part of the Amended and Restated Limited Liability Company Agreement of Kind▇▇ ▇▇▇▇▇▇ ▇▇▇agement, LLC, dated as of ____________, 2001.