0000899681-02-000271 Sample Contracts

KENTUCKY PRINCE MINING COMPANY) PARTNERSHIP AGREEMENT dated AS OF JANUARY 1, 1988 between ROARING CREEK COAL COMPANY and GRASSY COVE COAL MINING COMPANY PARTNERSHIP AGREEMENT
Partnership Agreement • August 6th, 2002 • Shipyard River Coal Terminal Co • Bituminous coal & lignite mining • New York

THIS AGREEMENT, dated as of January 1, 1988, by and between Roaring Creek Coal Company, a Delaware corporation and a wholly-owned subsidiary of AMAX Inc. ("Roaring Creek"), and Grassy Cove Coal Mining Company, a Delaware corporation and an indirect wholly-owned subsidiary of Petrofina S.A. ("Grassy Cove").

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AGREEMENT OF INCORPORATION
Agreement and Plan of Merger • August 6th, 2002 • Shipyard River Coal Terminal Co • Bituminous coal & lignite mining
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF AEI RESOURCES, LLC
Limited Liability • August 6th, 2002 • Shipyard River Coal Terminal Co • Bituminous coal & lignite mining • Delaware

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT of AEI RESOURCES, LLC (the "Company"), a Delaware limited liability company, is made and entered into as of May 9, 2002, by AEI RESOURCES HOLDING, INC. ("Parent") and such other Persons (as hereinafter defined) or Entities (as hereinafter defined) as may be admitted from time to time as members of the Company in accordance with the terms of this Agreement and the Delaware Act (as hereinafter defined).

LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF AEI HOLDIN COMPANY, LLC
Limited Liability Company Operating Agreement • August 6th, 2002 • Shipyard River Coal Terminal Co • Bituminous coal & lignite mining • Delaware

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT of AEI HOLDING COMPANY, LLC (the "Company"), a Delaware limited liability company, is made and entered into as of May 9, 2002, by AEI RESOURCES, LLC ("Parent") and such other Persons (as hereinafter defined) or Entities (as hereinafter defined) as may be admitted from time to time as members of the Company in accordance with the terms of this Agreement and the Delaware Act (as hereinafter defined).

AGREEMENT FOR INCORPORATION
Shipyard River Coal Terminal Co • August 6th, 2002 • Bituminous coal & lignite mining

The amendments herein contained and the rested charter as amended were prepared by the firm of Jackson, Kelly, Holt and O’Farrell, Kanawha Valley Building, Charleston, West Virginia.

FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BASSCO VALLEY, LLC A DELAWARE LIMITED LIABILITY COMPANY EFFECTIVE AS OF SEPTEMBER 16, 1997 FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • August 6th, 2002 • Shipyard River Coal Terminal Co • Bituminous coal & lignite mining • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT of BASSCO VALLEY, LLC (the "Company") was made and entered into as of the 9th day of October, 1996, by and among the Company, Ronnie G. Dunnigan ("Dunnigan") , Harold E. Sergent ("Sergent"), and Gary Barker ("Barker") , and is hereby amended and restated by and among the Company, Dunnigan, Barker and Hayman Holdings, Inc., a Kentucky corporation ("Hayman").

SECOND AMENDED AND RESTATED OPERATING AGREEMENT FOR EMPLOYEE CLAIMS ADMINISTRATION, LLC
Operating Agreement • August 6th, 2002 • Shipyard River Coal Terminal Co • Bituminous coal & lignite mining • Georgia

This Second Amended and Restated Operating Agreement, dated effective July 7, 1999, is among AEI Resources, Inc., Old Ben Coal Company, Kanawha Corporation, Kindill Mining, Inc., Beech Coal Company, Dunn Coal & Dock Company, Mountain Coals Corporation, Mountaineer Coal Development Company, Midwest Coal Company, Cannelton Industries, Inc., Cannelton, Inc. and any Person who subsequently becomes a member of the Company, as reflected on any Amendment to Annex A to this Agreement (each a "Member" and collectively, the "Members").

OPERATING AGREEMENT FOR RP TERMINAL, LLC
Operating Agreement • August 6th, 2002 • Shipyard River Coal Terminal Co • Bituminous coal & lignite mining • Kentucky

This is an Operating Agreement, dated as of June 2, 1999, between West Virginia-Indiana Coal Holding Company, Inc., a Delaware Corporation ("West Virginia-Indiana") and any Person who subsequently becomes a member of the Company, as reflected on any Amendment to Annex A to this Agreement (each a "Member" and collectively, the "Members").

BENTLEY COAL COMPANY) PARTNERSHIP AGREEMENT dated as of January 1, 1988 between ROARING CREEK COAL COMPANY and GRASSY COVE COAL MINING COMPANY PARTNERSHIP AGREEMENT
Company) Partnership Agreement • August 6th, 2002 • Shipyard River Coal Terminal Co • Bituminous coal & lignite mining • New York

THIS AGREEMENT, dated as of January 1, 1988, by and between Roaring Creek Coal Company, a Delaware corporation and a wholly-owned subsidiary of AMAX Inc. (Roaring Creek"), and Grassy Cove Coal Mining Company, a Delaware corporation and an indirect wholly-owned subsidiary of Petrofina S.A. ("Grassy Cove").

AGREEMENT OF INCORPORATION
Shipyard River Coal Terminal Co • August 6th, 2002 • Bituminous coal & lignite mining
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