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<br />FIRST AMENDMENT TO <br />LIMITED LIABILITY COMPANY AGREEMENT <br />OF MOUNTAIN COAL COMPANY, L.L.C. <br />This First Amendment to Limited Liability Company Agreement of Mountain <br />Coal Company, L.L.C., dated as of May 11, 1998 (the "Amendment"), is by Mountain <br />Coal Company ("MCC"). <br />WHEREAS, MCC is a party to a Limited Liability Company Agreement of <br />Mountain Coal Company, L.L.C., dated as of March 6, 1998 (the "Agreement"); and <br />WHEREAS, MCC desires to amend the Agreement. <br />NOW, THEREFORE, in consideration of the foregoing and the mutual covenants <br />and conditions hereinafter set forth, MCC hereby agrees as follows: <br />Amendments. <br />(a) Section 8 is hereby amended in its entirety to read as follows: <br />"8. Capital Contributions. Members shall make capital <br />contributions to the Company in such amounts and at such times as they <br />shall mutually agree ~ t~ in accordance with profit sharing interests as <br />set forth in Schedule A hereof ("Profit Sharing Interests"), which amounts <br />shall be set forth in the books and records of the Company. The Profit <br />Sharing Interests are deemed to be "securities" governed by Division 8 of <br />the Uniform Commercial Code, as enacted in Delaware. <br />(b) Section 9 is hereby amended in its entirety to read as follows: <br />"9. Assignments of Member Interests. <br />a. Each Member's Interest is transferable either <br />voluntarily or by operation of law. Each Member may sell, assign, pledge <br />or otherwise transfer or encumber (collectively, "Transfer") all or a por- <br />tion of its Interest. In the event of the Transfer of less than all of a <br />Member's Interest, the transferee shall be admitted on such terms and con- <br />ditions as the Member and the transferee shall agree upon. <br />b. At any time there is only one Member, and <br />such Member proposes to Transfer all of its interest in the Company, the <br />Transfer of such Interest to the transferee thereof and the admission of <br />such transferee as a Member of the Company shall be deemed to occur <br />immediately preceding the withdrawal of the transferring Member with the <br />effect that, in connection with such Transfer, there shall at all times be at <br />least one Member of the Company. <br />