0001193125-11-342557 Sample Contracts

LIMITED LIABILITY COMPANY AGREEMENT OF SUNCOKE TECHNOLOGY AND DEVELOPMENT LLC A Delaware Limited Liability Company
Limited Liability Company Agreement • December 15th, 2011 • Jewell Coal & Coke Company, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware

This Limited Liability Company Agreement (this “Agreement”) of SunCoke Technology and Development LLC (the “Company”), dated as of July 18, 2011, is adopted, executed, and agreed to by the sole member of the Company.

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SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF JEWELL COKE COMPANY, L.P.
Agreement of Limited Partnership • December 15th, 2011 • Jewell Coal & Coke Company, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware

This Second Amended and Restated Agreement of Limited Partnership (the “Restated Agreement”), is made as of July 18, 2011 by Jewell Coke Acquisition Company (successor to Jewell Coke Company), a Virginia corporation (“JCAC” or the “GP”), Sunoco, Inc. (R&M), a Pennsylvania corporation (“Sunoco R&M”), and Jewell Resources Corporation, a Virginia Corporation (“Jewell Resources”).

LIMITED LIABILITY COMPANY AGREEMENT OF GATEWAY ENERGY & COKE COMPANY, LLC A Delaware Limited Liability Company
Limited Liability Company Agreement • December 15th, 2011 • Jewell Coal & Coke Company, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware

This Limited Liability Company Agreement of Gateway Energy & Coke Company, LLC (this “Agreement”), dated February 24, 2006, is adopted, executed and agreed to by the Sole Member (as defined below).

LIMITED LIABILITY COMPANY AGREEMENT OF MIDDLETOWN COKE COMPANY, LLC A Delaware Limited Liability Company
Limited Liability Company Agreement • December 15th, 2011 • Jewell Coal & Coke Company, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware

This Limited Liability Company Agreement of Middletown Coke Company, LLC (this “Agreement”), dated December 29, 2009, is adopted, executed and agreed to by the Sole Member (as defined below).

LIMITED LIABILITY COMPANY AGREEMENT OF CHESAPEAKE SUN COMPANY, LLC A Delaware Limited Liability Company
Limited Liability Company Agreement • December 15th, 2011 • Jewell Coal & Coke Company, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware

This Limited Liability Company Agreement of Chesapeake Sun Company, LLC (this “Agreement”), dated February 13, 2009, is adopted, executed and agreed to by the Sole Member (as defined below).

OPERATING AGREEMENT OF ENERGY RESOURCES, LLC
Operating Agreement • December 15th, 2011 • Jewell Coal & Coke Company, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Virginia
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