Common use of Agreement in Counterparts Clause in Contracts

Agreement in Counterparts. This Agreement may be executed in as many counterparts as may be deemed necessary and convenient. Each counterpart when so executed shall be deemed an original, but all counterparts shall constitute one and the same instrument. The Members execute this Agreement effective as of the date first above written. By: /s/ X. X. Xxxxxx Name: X. X. Xxxxxx Its: VP Official Address: 000 Xxxxxx Xxxxxx Xx. Xxxxx, XX 00000 Attention: President Facsimile No: (000) 000-0000 By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Its: President Official Address: 000 Xxxxx Xxxx Madisonville, KY 42431 Attention: President Facsimile No: (000) 000-0000 By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Its: Managing Member Official Address: 000 Xxxxx Xxxx Madisonville, KY 42431 Attention: Vice President Facsimile No.: (000) 000-0000 Scheduled Capital Contributions: Milestone 1. Initial Capital (Permitting Phase) Milestone 1 will occur upon the execution of the Operating Agreement of the Company, the Management Agreement and Sales Representation Agreement. Following the occurrence of Milestone 1, the Company will work to obtain permits for the slope site, the airshaft site, the other surface operations, and the #8 reserves being contributed by Cyprus. Contributions: -Xxxxxxxxx contributes $30,000 in cash -Cyprus contributes $30,000 in cash -Each Member grants rights of entry as necessary to facilitate permitting II. Milestone 2 Milestone 2 will occur upon the completion of permitting as determined by the Board of Managers (projected to occur in August 2012). Following the occurrence of Milestone 2, the Company will begin work on slope construction and airshaft construction. Contributions: -Members to contribute, in proportion to each Member’s Percentage Interest, cash sufficient to complete construction of the mine, including slope, airshafts, coal handling equipment, power drops, communication, rock dust, etc. -Members to contribute, in proportion to each Member’s Percentage Interest, cash sufficient for down payments on mining equipment, as determined by the Board of Managers. -Xxxxxxxxx to contribute surface property, equipment, buildings and facilities as follows: Contribution by Xxxxxxxxx and/or its Affiliates by deed to the Company of the surface properties (approximately 1977 acres) and improvements (Parkway prep plant) as described on Schedule 1 attached hereto and made a part hereof. PNC Mortgages and financing statements affecting those properties will be released. See Exhibit D for form of deed. Grant and/or assignment by Xxxxxxxxx and/or its Affiliates of access and unlimited usage of all waterlines and unlimited withdrawal rights from the any impoundment, reservoir or body of water associated therewith, including but not limited to the Overland Slurry/Water Supply,Lines servicing the Project, with rights of ingress and egress over any surface properties of Xxxxxxxxx and/or its Affiliates for the purpose of maintaining, reconstructing, modifying or otherwise servicing the waterlines and any impoundment, reservoir or body of water associated therewith, together with the right to permit such facilities. Conveyance and sublease of all equipment from Xxxxxxxxx’x Parkway #9 operations, which shall include all substantially all of the owned and leased equipment that is primarily used in connection with Xxxxxxxxx’x Parkway #9 operations (supporting both surface and underground operations) on Milestone 2 (“Equipment”). At the time of conveyance and sublease of all Equipment, Xxxxxxxxx shall prepare complete exhibits to be attached as exhibits to the Xxxx of Sale and Sublease attached hereto in Exhibit D, All owned Equipment shall be by xxxx of sale. Conveyance of leased Equipment shall be by means of a sublease whereby the Company will receive the benefit of use of such equipment and the residual interest (if any) in the equipment upon satisfaction of the underlying lease obligations (without xxxx-up or additional rental owed to Xxxxxxxxx). The Company will provide Xxxxxxxxx the first-priority, rent-free right to possess and use all of the Equipment pursuant to a Use Agreement consistent with the terms stated herein and the further terms set forth on Exhibit X. Xxxxxxxxx shall be responsible to pay all underlying lease obligations for so long as any leased Equipment is being used in Xxxxxxxxx’x Parkway #9 operations. Pursuant to the Use Agreement, Xxxxxxxxx shall be responsible to pay all operating costs associated with or arising from operation of Parkway prep plant and Equipment, including but not limited to any utilities and maintenance costs, until such time as the Company begins mining the #8 seam of coal. When the Company begins mining the #8 seam, the Company and Xxxxxxxxx shall prorate the operation costs of the Parkway prep plant and related Equipment, excluding Equipment dedicated solely to the #9 mining operations, based on their production from both seams. As Xxxxxxxxx depletes the #9 seam reserves at Parkway and ceases using particular items of Equipment, the Use Agreement shall terminate as to such items, and possession will be delivered to the Company. Contribution by Xxxxxxxxx and/or its Affiliates of rights to the Gibraltar Haulroad and Access Road pursuant to a Non-Exclusive Haulroad Easement Agreement. -Cyprus to contribute reserves and property rights as follows: Contribution to the Company by Cyprus and/or its Affiliates of all Kentucky #8 coal reserves located within the Comprehensive Mining Area, now or hereafter owned or leased by Cyprus or its Affiliates, by the Lease and Sublease Agreement described on Exhibit D, all such leased and subleased interests being contributed free from and not subject to any obligations of royalty interests, overriding royalty interests, premiums or rentals to any Person, except for the royalty obligations due to any original Lessor of the subleased interests. Company will reimburse Cyprus for advance royalties paid in 2012 for leased Xxxxxx #8 coal reserves. 1 Contribution by Cyprus and/or its Affiliates of rights to the Gibraltar Haulroad and Access Road pursuant to Non-Exclusive Haulroad Easement Agreements. III. Milestone 3 Milestone 3 occurs upon the completion of mine construction as determined by the Board of Managers (projected to occur in August 2013). Contributions: -Members to contribute, in proportion to each Member’s Percentage Interest, cash sufficient to acquire a full underground unit of equipment as determined by the Board of Managers, which is projected to include two JOY 1415 continuous miners, four BH10 battery haulers, two Xxxxxxxx double boom roof bolters, one BF17 JOY feeder, two scoops, two 14 place mantrips, three tow man rides, power distribution equipment, coal handling equipment (headers, etc.) and any other equipment or supplies necessary to operate one split air supersection. IV. Milestone 4 1 Upon completion of permitting Cyprus shall acquire a new #8 coal lease from the Xxxxxx to extend the existing 1993 lease and will subsequently sublease those leasehold interests to the Company.

Agreement in Counterparts. This Agreement may be executed in as many counterparts as may be deemed necessary and convenient. Each counterpart when so executed shall be deemed an original, but all counterparts shall constitute one and the same instrument. The Members execute this Agreement effective as of the date first above written. By: /s/ X. X. Xxxxxx Name: X. X. Xxxxxx Its: VP Official Address: 000 Xxxxxx Xxxxxx Xx. Xxxxx, XX 00000 Attention: President Facsimile No: (000) 000-0000 By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Its: President Official Address: 000 Xxxxx Xxxx Madisonville, KY 42431 Attention: President Facsimile No: (000) 000-0000 By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Its: Managing Member Official Address: 000 Xxxxx Xxxx Madisonville, KY 42431 Attention: Vice President Facsimile No.: (000) 000-0000 Scheduled Capital Contributions: Milestone 1. Initial Capital (Permitting Phase) Milestone 1 will occur upon the execution of the Operating Agreement of the Company, the Management Agreement and Sales Representation Agreement. Following the occurrence of Milestone 1, the Company will work to obtain permits for the slope site, the airshaft site, the other surface operations, and the #8 reserves being contributed by Cyprus. Contributions: -Xxxxxxxxx X Xxxxxxxxx xxxxxxxxxxx $30,000 in cash Ÿ Cyprus contributes $30,000 in cash -Cyprus contributes $30,000 in cash -Each Ÿ Each Member grants rights of entry as necessary to facilitate permitting II. Milestone 2 Milestone 2 will occur upon the completion of permitting as determined by the Board of Managers (projected to occur in August 2012). Following the occurrence of Milestone 2, the Company will begin work on slope construction and airshaft construction. Contributions: -Members Ÿ Members to contribute, in proportion to each Member’s Percentage Interest, cash sufficient to complete construction of the mine, including slope, airshafts, coal handling equipment, power drops, communication, rock dust, etc. -Members Ÿ Members to contribute, in proportion to each Member’s Percentage Interest, cash sufficient for down payments on mining equipment, as determined by the Board of Managers. -Xxxxxxxxx Ÿ Xxxxxxxxx to contribute surface property, equipment, buildings and facilities as follows: Contribution by Xxxxxxxxx and/or its Affiliates by deed to the Company of the surface properties (approximately 1977 acres) and improvements (Parkway prep plant) as described on Schedule 1 attached hereto and made a part hereof. PNC Mortgages and financing statements affecting those properties will be released. See Exhibit D for form of deed. Grant and/or assignment by Xxxxxxxxx and/or its Affiliates of access and unlimited usage of all waterlines and unlimited withdrawal rights from the any impoundment, reservoir or body of water associated therewith, including but not limited to the Overland Slurry/Water Supply,Lines servicing the Project, with rights of ingress and egress over any surface properties of Xxxxxxxxx and/or its Affiliates for the purpose of maintaining, reconstructing, modifying or otherwise servicing the waterlines and any impoundment, reservoir or body of water associated therewith, together with the right to permit such facilities. Conveyance and sublease of all equipment from Xxxxxxxxx’x Parkway #9 operations, which shall include all substantially all of the owned and leased equipment that is primarily used in connection with Xxxxxxxxx’x Parkway #9 operations (supporting both surface and underground operations) on Milestone 2 (“Equipment”). At the time of conveyance and sublease of all Equipment, Xxxxxxxxx shall prepare complete exhibits to be attached as exhibits to the Xxxx of Sale and Sublease attached hereto in Exhibit D, All owned Equipment shall be by xxxx of sale. Conveyance of leased Equipment shall be by means of a sublease whereby the Company will receive the benefit of use of such equipment and the residual interest (if any) in the equipment upon satisfaction of the underlying lease obligations (without xxxx-up or additional rental owed to Xxxxxxxxx). The Company will provide Xxxxxxxxx the first-priority, rent-free right to possess and use all of the Equipment pursuant to a Use Agreement consistent with the terms stated herein and the further terms set forth on Exhibit X. Xxxxxxxxx shall be responsible to pay all underlying lease obligations for so long as any leased Equipment is being used in Xxxxxxxxx’x Parkway #9 operations. Pursuant to the Use Agreement, Xxxxxxxxx shall be responsible to pay all operating costs associated with or arising from operation of Parkway prep plant and Equipment, including but not limited to any utilities and maintenance costs, until such time as the Company begins mining the #8 seam of coal. When the Company begins mining the #8 seam, the Company and Xxxxxxxxx shall prorate the operation costs of the Parkway prep plant and related Equipment, excluding Equipment dedicated solely to the #9 mining operations, based on their production from both seams. As Xxxxxxxxx depletes the #9 seam reserves at Parkway and ceases using particular items of Equipment, the Use Agreement shall terminate as to such items, and possession will be delivered to the Company. Contribution by Xxxxxxxxx and/or its Affiliates of rights to the Gibraltar Haulroad and Access Road pursuant to a Non-Exclusive Haulroad Easement Agreement. -Cyprus Ÿ Cyprus to contribute reserves and property rights as follows: Contribution to the Company by Cyprus and/or its Affiliates of all Kentucky #8 coal reserves located within the Comprehensive Mining Area, now or hereafter owned or leased by Cyprus or its Affiliates, by the Lease and Sublease Agreement described on Exhibit D, all such leased and subleased interests being contributed free from and not subject to any obligations of royalty interests, overriding royalty interests, premiums or rentals to any Person, except for the royalty obligations due to any original Lessor of the subleased interests. Company will reimburse Cyprus for advance royalties paid in 2012 for leased Xxxxxx #8 coal reserves. 1 Contribution by Cyprus and/or its Affiliates of rights to the Gibraltar Haulroad and Access Road pursuant to Non-Exclusive Haulroad Easement Agreements. III. Milestone 3 Milestone 3 occurs upon the completion of mine construction as determined by the Board of Managers (projected to occur in August 2013). Contributions: -Members Ÿ Members to contribute, in proportion to each Member’s Percentage Interest, cash sufficient to acquire a full underground unit of equipment as determined by the Board of Managers, which is projected to include two JOY 1415 continuous miners, four BH10 battery haulers, two Xxxxxxxx double boom roof bolters, one BF17 JOY feeder, two scoops, two 14 place mantrips, three tow man rides, power distribution equipment, coal handling equipment (headers, etc.) and any other equipment or supplies necessary to operate one split air supersection. IV. Milestone 4 1 Upon completion of permitting Cyprus shall acquire a new #8 coal lease from the Xxxxxx to extend the existing 1993 lease and will subsequently sublease those leasehold interests to the Company. IV. Milestone 4 Milestone 4 occurs following the completion of mine construction and prior to mining as determined by the Board of Managers (projected to occur in August 2013). Following the occurrence of Milestone 4, the Company will begin mining the #8 seam. Contributions: Ÿ Members to contribute, in proportion to each Member’s Percentage Interest, cash sufficient to upgrade the Parkway preparation plant to allow for processing of additional tonnage as determined by the Board of Managers. Cost of operation of the preparation plant will be shared on a prorata basis by Xxxxxxxxx and Xxxxxxx as long as Xxxxxxxxx continues to operate in the #9 seam.

Agreement in Counterparts. This Agreement may be executed in as many counterparts as may be deemed necessary and convenient. Each counterpart when so executed shall be deemed an original, but all counterparts shall constitute one and the same instrument. The Members execute this Agreement effective as of the date first above written. By: /s/ X. X. Xxxxxx Name: X. X. Xxxxxx Its: VP Official Address: 000 Xxxxxx Xxxxxx Xx. Xxxxx, XX 00000 Attention: President Facsimile No: (000) 000-0000 By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Its: President Official Address: 000 Xxxxx Xxxx Madisonville, KY 42431 Attention: President Facsimile No: (000) 000-0000 By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Its: Managing Member Official Address: 000 Xxxxx Xxxx Madisonville, KY 42431 Attention: Vice President Facsimile No.: (000) 000-0000 Scheduled Capital Contributions: Milestone 1. Initial Capital (Permitting Phase) Milestone 1 will occur upon the execution of the Operating Agreement of the Company, the Management Agreement and Sales Representation Agreement. Following the occurrence of Milestone 1, the Company will work to obtain permits for the slope site, the airshaft site, the other surface operations, and the #8 reserves being contributed by Cyprus. Contributions: -Xxxxxxxxx contributes $30,000 in cash -Cyprus contributes $30,000 in cash -Each Member grants rights of entry as necessary to facilitate permitting II. Milestone 2 Milestone 2 will occur upon the completion of permitting as determined by the Board of Managers (projected to occur in August 2012). Following the occurrence of Milestone 2, the Company will begin work on slope construction and airshaft construction. Contributions: -Members to contribute, in proportion to each Member’s Percentage Interest, cash sufficient to complete construction of the mine, including slope, airshafts, coal handling equipment, power drops, communication, rock dust, etc. -Members to contribute, in proportion to each Member’s Percentage Interest, cash sufficient for down payments on mining equipment, as determined by the Board of Managers. -Xxxxxxxxx to contribute surface property, equipment, buildings and facilities as follows: Contribution by Xxxxxxxxx and/or its Affiliates by deed to the Company of the surface properties (approximately 1977 acres) and improvements (Parkway prep plant) as described on Schedule 1 attached hereto and made a part hereof. PNC Mortgages and financing statements affecting those properties will be released. See Exhibit D for form of deed. Grant and/or assignment by Xxxxxxxxx and/or its Affiliates of access and unlimited usage of all waterlines and unlimited withdrawal rights from the any impoundment, reservoir or body of water associated therewith, including but not limited to the Overland Slurry/Water Supply,Lines servicing the Project, with rights of ingress and egress over any surface properties of Xxxxxxxxx and/or its Affiliates for the purpose of maintaining, reconstructing, modifying or otherwise servicing the waterlines and any impoundment, reservoir or body of water associated therewith, together with the right to permit such facilities. Conveyance and sublease of all equipment from Xxxxxxxxx’x Parkway #9 operations, which shall include all substantially all of the owned and leased equipment that is primarily used in connection with Xxxxxxxxx’x Parkway #9 operations (supporting both surface and underground operations) on Milestone 2 (“Equipment”). At the time of conveyance and sublease of all Equipment, Xxxxxxxxx shall prepare complete exhibits to be attached as exhibits to the Xxxx of Sale and Sublease attached hereto in Exhibit D, All owned Equipment shall be by xxxx of sale. Conveyance of leased Equipment shall be by means of a sublease whereby the Company will receive the benefit of use of such equipment and the residual interest (if any) in the equipment upon satisfaction of the underlying lease obligations (without xxxx-up or additional rental owed to Xxxxxxxxx). The Company will provide Xxxxxxxxx the first-priority, rent-free right to possess and use all of the Equipment pursuant to a Use Agreement consistent with the terms stated herein and the further terms set forth on Exhibit X. Xxxxxxxxx shall be responsible to pay all underlying lease obligations for so long as any leased Equipment is being used in Xxxxxxxxx’x Parkway #9 operations. Pursuant to the Use Agreement, Xxxxxxxxx shall be responsible to pay all operating costs associated with or arising from operation of Parkway prep plant and Equipment, including but not limited to any utilities and maintenance costs, until such time as the Company begins mining the #8 seam of coal. When the Company begins mining the #8 seam, the Company and Xxxxxxxxx shall prorate the operation costs of the Parkway prep plant and related Equipment, excluding Equipment dedicated solely to the #9 mining operations, based on their production from both seams. As Xxxxxxxxx depletes the #9 seam reserves at Parkway and ceases using particular items of Equipment, the Use Agreement shall terminate as to such items, and possession will be delivered to the Company. Contribution by Xxxxxxxxx and/or its Affiliates of rights to the Gibraltar Haulroad and Access Road pursuant to a Non-Exclusive Haulroad Easement Agreement. -Cyprus to contribute reserves and property rights as follows: Contribution to the Company by Cyprus and/or its Affiliates of all Kentucky #8 coal reserves located within the Comprehensive Mining Area, now or hereafter owned or leased by Cyprus or its Affiliates, by the Lease and Sublease Agreement described on Exhibit D, all such leased and subleased interests being contributed free from and not subject to any obligations of royalty interests, overriding royalty interests, premiums or rentals to any Person, except for the royalty obligations due to any original Lessor of the subleased interests. Company will reimburse Cyprus for advance royalties paid in 2012 for leased Xxxxxx #8 coal reserves. 1 Contribution by Cyprus and/or its Affiliates of rights to the Gibraltar Haulroad and Access Road pursuant to Non-Exclusive Haulroad Easement Agreements. III. Milestone 3 Milestone 3 occurs upon the completion of mine construction as determined by the Board of Managers (projected to occur in August 2013). Contributions: -Members to contribute, in proportion to each Member’s Percentage Interest, cash sufficient to acquire a full underground unit of equipment as determined by the Board of Managers, which is projected to include two JOY 1415 continuous miners, four BH10 battery haulers, two Xxxxxxxx double boom roof bolters, one BF17 JOY feeder, two scoops, two 14 place mantrips, three tow man rides, power distribution equipment, coal handling equipment (headers, etc.) and any other equipment or supplies necessary to operate one split air supersection. IV. Milestone 4 1 Upon completion of permitting Cyprus shall acquire a new #8 coal lease from the Xxxxxx to extend the existing 1993 lease and will subsequently sublease those leasehold interests to the Company. IV. Milestone 4 Milestone 4 occurs following the completion of mine construction and prior to mining as determined by the Board of Managers (projected to occur in August 2013). Following the occurrence of Milestone 4, the Company will begin mining the #8 seam. Contributions: -Members to contribute, in proportion to each Member’s Percentage Interest, cash sufficient to upgrade the Parkway preparation plant to allow for processing of additional tonnage as determined by the Board of Managers. Cost of operation of the preparation plant will be shared on a prorata basis by Xxxxxxxxx and Xxxxxxx as long as Xxxxxxxxx continues to operate in the #9 seam.

Agreement in Counterparts. This Agreement may be executed in as many counterparts as may be deemed necessary and convenient. Each counterpart when so executed shall be deemed an original, but all counterparts shall constitute one and the same instrument. The Members execute this Agreement effective as of the date first above written. By: /s/ X. X. Xxxxxx Name: X. X. Xxxxxx Its: VP Official Address: 000 Xxxxxx Xxxxxx Xx. Xxxxx, XX 00000 Attention: President Facsimile No: (000) 000-0000 By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Its: President Official Address: 000 Xxxxx Xxxx Madisonville, KY 42431 Attention: President Facsimile No: (000) 000-0000 By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Its: Managing Member Official Address: 000 Xxxxx Xxxx Madisonville, KY 42431 Attention: Vice President Facsimile No.: (000) 000-0000 Scheduled Capital Contributions: Milestone 1. Initial Capital (Permitting Phase) Milestone 1 will occur upon the execution of the Operating Agreement of the Company, the Management Agreement and Sales Representation Agreement. Following the occurrence of Milestone 1, the Company will work to obtain permits for the slope site, the airshaft site, the other surface operations, and the #8 reserves being contributed by Cyprus. Contributions: -Xxxxxxxxx • Xxxxxxxxx contributes $30,000 in cash -Cyprus • Cyprus contributes $30,000 in cash -Each • Each Member grants rights of entry as necessary to facilitate permitting II. Milestone 2 Milestone 2 will occur upon the completion of permitting as determined by the Board of Managers (projected to occur in August 2012). Following the occurrence of Milestone 2, the Company will begin work on slope construction and airshaft construction. Contributions: -Members • Members to contribute, in proportion to each Member’s Percentage Interest, cash sufficient to complete construction of the mine, including slope, airshafts, coal handling equipment, power drops, communication, rock dust, etc. -Members • Members to contribute, in proportion to each Member’s Percentage Interest, cash sufficient for down payments on mining equipment, as determined by the Board of Managers. -Xxxxxxxxx • Xxxxxxxxx to contribute surface property, equipment, buildings and facilities as follows: Contribution by Xxxxxxxxx and/or its Affiliates by deed to the Company of the surface properties (approximately 1977 acres) and improvements (Parkway prep plant) as described on Schedule 1 attached hereto and made a part hereof. PNC Mortgages and financing statements affecting those properties will be released. See Exhibit D for form of deed. Grant and/or assignment by Xxxxxxxxx and/or its Affiliates of access and unlimited usage of all waterlines and unlimited withdrawal rights from the any impoundment, reservoir or body of water associated therewith, including but not limited to the Overland Slurry/Water Supply,Lines servicing the Project, with rights of ingress and egress over any surface properties of Xxxxxxxxx and/or its Affiliates for the purpose of maintaining, reconstructing, modifying or otherwise servicing the waterlines and any impoundment, reservoir or body of water associated therewith, together with the right to permit such facilities. Conveyance and sublease of all equipment from Xxxxxxxxx’x Parkway #9 operations, which shall include all substantially all of the owned and leased equipment that is primarily used in connection with Xxxxxxxxx’x Parkway #9 operations (supporting both surface and underground operations) on Milestone 2 (“Equipment”). At the time of conveyance and sublease of all Equipment, Xxxxxxxxx shall prepare complete exhibits to be attached as exhibits to the Xxxx of Sale and Sublease attached hereto in Exhibit D, All owned Equipment shall be by xxxx of sale. Conveyance of leased Equipment shall be by means of a sublease whereby the Company will receive the benefit of use of such equipment and the residual interest (if any) in the equipment upon satisfaction of the underlying lease obligations (without xxxx-up or additional rental owed to Xxxxxxxxx). The Company will provide Xxxxxxxxx the first-priority, rent-free right to possess and use all of the Equipment pursuant to a Use Agreement consistent with the terms stated herein and the further terms set forth on Exhibit X. Xxxxxxxxx shall be responsible to pay all underlying lease obligations for so long as any leased Equipment is being used in Xxxxxxxxx’x Parkway #9 operations. Pursuant to the Use Agreement, Xxxxxxxxx shall be responsible to pay all operating costs associated with or arising from operation of Parkway prep plant and Equipment, including but not limited to any utilities and maintenance costs, until such time as the Company begins mining the #8 seam of coal. When the Company begins mining the #8 seam, the Company and Xxxxxxxxx shall prorate the operation costs of the Parkway prep plant and related Equipment, excluding Equipment dedicated solely to the #9 mining operations, based on their production from both seams. As Xxxxxxxxx depletes the #9 seam reserves at Parkway and ceases using particular items of Equipment, the Use Agreement shall terminate as to such items, and possession will be delivered to the Company. Contribution by Xxxxxxxxx and/or its Affiliates of rights to the Gibraltar Haulroad and Access Road pursuant to a Non-Exclusive Haulroad Easement Agreement. -Cyprus • Cyprus to contribute reserves and property rights as follows: Contribution to the Company by Cyprus and/or its Affiliates of all Kentucky #8 coal reserves located within the Comprehensive Mining Area, now or hereafter owned or leased by Cyprus or its Affiliates, by the Lease and Sublease Agreement described on Exhibit D, all such leased and subleased interests being contributed free from and not subject to any obligations of royalty interests, overriding royalty interests, premiums or rentals to any Person, except for the royalty obligations due to any original Lessor of the subleased interests. Company will reimburse Cyprus for advance royalties paid in 2012 for leased Xxxxxx #8 coal reserves. 1 Contribution by Cyprus and/or its Affiliates of rights to the Gibraltar Haulroad and Access Road pursuant to Non-Exclusive Haulroad Easement Agreements. III. Milestone 3 Milestone 3 occurs upon the completion of mine construction as determined by the Board of Managers (projected to occur in August 2013). Contributions: -Members • Members to contribute, in proportion to each Member’s Percentage Interest, cash sufficient to acquire a full underground unit of equipment as determined by the Board of Managers, which is projected to include two JOY 1415 continuous miners, four BH10 battery haulers, two Xxxxxxxx double boom roof bolters, one BF17 JOY feeder, two scoops, two 14 place mantrips, three tow man rides, power distribution equipment, coal handling equipment (headers, etc.) and any other equipment or supplies necessary to operate one split air supersection. IV. Milestone 4 1 Upon completion of permitting Cyprus shall acquire a new #8 coal lease from the Xxxxxx to extend the existing 1993 lease and will subsequently sublease those leasehold interests to the Company. IV. Milestone 4 Milestone 4 occurs following the completion of mine construction and prior to mining as determined by the Board of Managers (projected to occur in August 2013). Following the occurrence of Milestone 4, the Company will begin mining the #8 seam. Contributions: • Members to contribute, in proportion to each Member’s Percentage Interest, cash sufficient to upgrade the Parkway preparation plant to allow for processing of additional tonnage as determined by the Board of Managers. Cost of operation of the preparation plant will be shared on a prorata basis by Xxxxxxxxx and Xxxxxxx as long as Xxxxxxxxx continues to operate in the #9 seam.