EXHIBIT 3.9
FIRST AMENDMENT TO
LIMITED LIABILITY COMPANY AGREEMENT
OF MOUNTAIN COAL COMPANY LLC
This First Amendment to Limited Liability Company Agreement of
Mountain Coal Company LLC, dated as of April ___, 1998 (the "Amendment"), is by
Atlantic Richfield Company ("Member").
WHEREAS, Member is a party to a Limited Liability Company
Agreement of Mountain Coal Company LLC, dated as of April 8, 1998 (the
"Agreement"); and
WHEREAS, Member desires to amend the Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and conditions hereinafter set forth, the Member 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 deleted in its entirety.
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 April __, 1998.
ATLANTIC RICHFIELD COMPANY,
MEMBER
By: /s/ XXXXX X. DALLAS
------------------------------
Name: Xxxxx X. Dallas
Title: Senior Vice President and
Treasurer
