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 Exhibit 10.19  



					
	 	 	 	 	Note. Exhibit 2 (Map of Decker Properties) which indicates lands designated in Exhibit is not included herein.







 
 

  DECKER COAL COMPANY    
    


        THIS AGREEMENT, made as of the first day of September, 1970, by and among Western Minerals, Inc., an Oregon Corporation,
hereinafter referred to as "Western"; Wytana, Inc., a Delaware corporation, hereinafter referred to as "Wytana"; Montana Royalty Company, Ltd. (a limited partnership between Resource
Development Co., Inc., a Washington Corporation, and Rosebud Coal Sales Company, Wyoming Corporation, as general partners, Peter Kiewit Sons' Co., a Nebraska Corporation, and Big Horn
Construction Company, a Wyoming Corporation, as limited partners); and Peter Kiewit Sons', Inc., a Nebraska Corporation: 


WITNESSETH  


        WHEREAS, Montana Royalty Company, Ltd. (hereinafter referred to as "Montana Royalty") owns or has the right to acquire coal
leases or coal deposits on lands, all situated near Decker, Montana, including the areas described in the attached Exhibit "1" and shown on the sketch map attached hereto as Exhibit "2"
as Areas A and B, said leases and coal deposits being hereinafter referred to as the "Decker Properties"; and 


        WHEREAS,
Wytana and Western (hereinafter sometimes referred to as the parties) desire to undertake the development of the Decker Properties for the purpose of engaging in the business of
developing, mining and selling the coal therein; and 


        WHEREAS,
Peter Kiewit Sons', Inc., desires to undertake the duties of managing the developing, mining and selling of the coal from the Decker Properties on behalf of Wytana and
Western; 


        NOW,
THEREFORE, the parties hereto mutually agree as follows: 


        1.    The Decker Coal Company.    Western and Wytana hereby create the Decker Coal Company (hereinafter sometimes
referred to as "Decker Coal"), a joint venture, for the purpose of mining and selling coal from the properties known as the Decker Properties. Decker Coal shall be a joint venture, which is owned by
Western and Wytana (hereinafter sometimes referred to as venturers) as equal venturers. Decker Coal shall either purchase or lease the improvements, machinery and other equipment necessary to commence
and fully operate and mine the Decker Properties. Surface rights deemed necessary for the operation of Decker Coal shall be purchased or leased by Decker Coal from the owners of such rights upon terms
and for prices to be agreed upon. 


        2.    Lease From Montana Royalty.    Montana Royalty shall lease, sublease or assign to Decker Coal all of the coal
reserves comprising the Decker Properties and held or to be held by Montana Royalty in consideration of the payment by Decker Coal of all royalties and overriding royalties (including but not limited
to a 5¢ per ton overriding royalty payable to Rosebud Coal Sales Company on all coal mined from area B), taxes, insurance or other expenses incurred as a result of holding or operating the
Decker Properties plus the following royalty or overriding royalty: 



        (a)   with
respect to federal coal leases, the maximum overriding royalty which, when added to the underlying royalty pertaining to that lease, does not cause the cumulative
royalties pertaining to such lease to exceed the maximum permissible cumulative royalties applicable to that federal coal lease; and 


        (b)   with
respect to non-federal coal leases or deposits, a royalty or overriding royalty which when added to the underlying royalty, if any, pertaining to that
lease or deposit causes the cumulative royalties to equal the higher of maximum cumulative royalties pertaining to any federal 








 




lease
in either the states of Wyoming or Montana having the then highest cumulative royalties, or the highest cumulative royalties charged by lessors and sublessors to coal operators, as determined by
recent transactions in the states of Wyoming or Montana. 


        (c)   Such
royalty or overriding royalty to be paid by Decker Coal to Montana Royalty shall be determined annually on July 1 of each year, and shall be payable with
respect to the year ending on the next succeeding June 30. 




        Any
and all royalties paid to Montana Royalty, or any other person, by Decker Coal shall be considered an operating expense of Decker Coal. The execution of this Agreement by Montana
Royalty is for the sole and exclusive purpose of committing itself to convey the Decker Properties to Decker Coal as provided in this paragraph 2 and paragraph 3 and for no other
purposes; and Montana Royalty shall not be deemed to be a co-venturer in Decker Coal. 



        3.    Lessor Approval and Consent.    Western, Wytana and Montana Royalty either directly or through their affiliates
shall immediately take such steps as may be necessary to apply for and seek to obtain the consent or approval of lessors of coal leases or lands held by Montana Royalty and leased, subleased or
assigned to Decker Coal so as to effect such conveyances of Montana Royalty's interest in said leases or lands to Decker Coal, and each party shall cooperate with the other in seeking to obtain such
consents or approvals. 


        4.    Capital.    Western and Wytana hereby agree to contribute to Decker Coal the necessary capital to enable it to
purchase and/or lease the equipment and facilities necessary to carry out the purposes of Decker Coal. Western and Wytana shall be given credit as a contribution to Decker Coal the costs incurred by
each such party on behalf of Decker Coal prior to the execution of this Agreement. These costs shall be agreed upon and the deficient party will contribute to Decker Coal the money necessary to
equalize the interests of the venturers, within sixty (60) days after the execution of this Agreement. Each venturer in Decker Coal further agrees that it will contribute 50% of the working
cash capital of Decker Coal, to be deposited as provided for in paragraphs 12 and 17 hereof, and from time to time thereafter contribute fifty percent (50%) of such additional cash or other
property and equipment as may be necessary to carry out the purposes of Decker Coal; provided that the failure of one venturer to make additional contributions of cash or other property and equipment
for any reason may excuse the other venturer from making its contribution until such time as the first venturer's failure is cured; or such other venturer may make its contribution in addition to the
contribution of the failing venturer, and until the capital contributions again become equal, the interest in profits of the venturer making an unequal contribution, for any period of unequal
contribution in excess of 15 days, shall be adjusted in proportion to such venturer's interest in the total venture capital, provided however, that notwithstanding the additional contribution
both venturers shall share losses equally. All contributions to Decker Coal shall be treated as contributions to capital and not as loans. 


        5.    Limit of Participation.    This Agreement between the parties shall be limited solely to the creation of the
Decker Coal Company joint venture, and shall be limited solely to the development of the Decker Properties and the conduct of mining operations to produce and sell coal therefrom in accordance with
the terms of this Agreement. This Agreement shall be construed for the sole purpose of creating a joint venture for the purposes set forth herein and nothing herein shall be construed to create a
general partnership between the parties, or their affiliates, for any other purpose or to authorize any party to act as agent for any other party except as herein provided, or to permit any party to
undertake the development of any other property on behalf of the other parties, or to permit any party to undertake the conduct of any other business on behalf of the other parties, or to create a
"mining partnership" as defined in Montana Rev. Code Chapter 63-1001 et seq. 



        Each
party recognizes that the other party, or a corporation or corporations affiliated with such other party, has interests in coal resources other than the Decker Properties, and
nothing in this Agreement shall be deemed in any way to apply to such other coal resources. The parties, on behalf of themselves and their affiliates, agree that such coal resources may be developed
or the coal therefrom 


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disposed
of as the owner thereof may in its sole discretion determine and each shall be free to develop or dispose of such other coal resources without obligation to the other. 



        No
party shall have the right to borrow money or incur obligations on behalf of Decker Coal, to use the credit of any other party or of the venture hereby created, for any purpose, or to
pledge, assign, or otherwise encumber the assets of the venture, except as herein provided, without the prior written consent of the other party; provided, that any party may place a lien on its
interest in the venture as security for indebtedness incurred by such venturer for the purpose of providing all or a portion of its share of the capital requirements of the venture. 


        6.    Term and Termination.    



        (a)   The
term of this Agreement and the Decker Coal Company venture shall be for a period of 30 years or until the coal resources of the Decker Properties have been
fully mined or until the parties mutually agree to terminate the venture and this Agreement, whichever event shall first occur. The chief executive officers of the parties or their representatives
shall meet prior to the expiration of each succeeding five year period during the continuance of this Agreement for the purpose of determining whether to terminate the venture and this Agreement. 


        (b)   Upon
termination or this Agreement whether or not prior to the time that the coal reserves are fully exhausted, such reserves remaining, if any, shall be distributed to
the venturers in the same proportion as they shared in the venture profits of Decker Coal Company immediately prior to the termination. The reserves shall be held by the parties as tenants in common,
until they can be equitably divided or disposed of as may be mutually agreed. In the event that the venturers cannot mutually agree as to the disposal of the venture reserves, equipment, and
improvements, within a period of sixty (60) days from the date of termination, the following procedures shall be utilized: Each venturer shall select an appraiser of its choice who is a member
of the Appraisal Institute (MAI) and each appraiser shall promptly arrive at an appraised value of each venturer's interest in the properties, and the results of each appraisal shall be disclosed to
each venturer. For a period of 30 days from the rendering of the last appraisal each party shall be given the right to submit a sealed bid to purchase the interest of the other. Each sealed bid
shall be delivered to the Trust Department, Denver United States National Bank, and shall be opened at a mutually agreeable time and the high bidding venturer shall purchase the interest of the other
venturer, in cash, for the bid price within 30 days from the opening of the bids. If neither venturer submits a bid the venturers hereby agree to sell the venture property to third parties upon
the best obtainable terms and prices. 




        7.    Interest in Capital, Income and Expenses.    The interest of the venturers in and to (a) the Decker
Properties; (b) the coal mined by Decker Coal from the Decker Properties and the proceeds of sale of such coal, as well as the properties and equipment acquired in connection with the
development thereof, and any and all assets of Decker Coal; (c) the obligations and liabilities of Decker Coal in connection with the development of the Decker Properties and the conduct of the
operations of said entity; and (d) the gross income, expenses and net income or losses incurred in connection with Decker Coal, shall be equal except as provided in Paragraph 4. 


        8.    Right to Purchase Coal.    In the event of termination of all mining operations in the Acme Area of Wyoming by
the Big Horn Coal Company, a wholly-owned subsidiary of Peter Kiewit Sons', Inc. (PKS), or the reduction in mining in such area to below 400,000 tons per year, if such termination or reduction
is as the result of the exhaustion of coal reserves controlled by Big Horn or the inability of Big Horn to continue to mine said reserves at a profit, PKS is hereby given the right to designate one of
its subsidiaries who shall have the right to purchase coal from Decker Coal in an amount not to exceed 400,000 tons of coal per year for the remainder of the term of this Agreement, at a price to be
agreed upon by the parties, for the purpose of selling coal to those present customers of Big Horn listed on Exhibit 3 hereto. The price at which such coal shall be purchased shall reimburse
Decker Coal for its total direct and indirect costs incurred and allocable to such coal, in mining and 


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preparing
such coal for shipment. Such price shall also be fixed at a level to allow a 15% return (after Federal income tax) on the capital invested by the venturers in Decker Coal. "Capital invested"
is defined as the venturers' equity at the end of the preceding calendar year to be taken from the certified accountants' report as of December 31 of each year. In the event that such price
does not enable Decker Coal to fully obtain the benefits of percentage depletion, then PKS or the designated subsidiary shall pay directly to Western an amount which will equal, after income taxes,
the lost benefit of percentage depletion. 


        9.    Management Committee.    Overall executive supervision, control and management of Decker Coal Company shall be
vested in a Management Committee, the members of which are to be appointed as follows: Three members to be selected by Western and three members to be selected by Wytana. In the event that a member of
the committee is unable to perform his duties, and such member was appointed by Wytana or Western, such entity appointing said member shall be given the right to appoint a replacement. No decision
with regard to the operation of Decker Coal regarding the development of the Decker Properties, construction of improvements, mining operations, reclamation plans, acquisition of equipment or
property, or sales or other disposition of coal mined by Decker Coal shall be made except by and through the Management Committee (other than as provided for in Paragraph 21 hereof); provided,
however that the sale, lease or other disposition or right to use equipment or property of Decker Coal shall not be made by the Management Committee without the written consent of the parties. The
Management Committee will establish guidelines and/or procedures to govern the activities and permissible scope of authority of Decker Coal and the Manager (see Paragraph 10 hereof) and within
these guidelines and/or procedures, the Manager may make such decisions as may be consistent with this Agreement without approval of the Management Committee. The appointment of representatives by
Western and Wytana to the Management Committee shall be made in writing and such writing shall be conclusive evidence of the appointed representative's power to act on behalf of such appointing party.
The Management Committee shall meet from time to time
(but no less frequently than quarterly) as it shall determine in order to act on all necessary matters pertaining to Decker Coal. All decisions relating to the activities of Decker Coal shall be
arrived at solely upon the consent of the majority of the Management Committee. 



        In
the event that the Management Committee is unable to arrive at a consensus and a majority upon a particular matter, the six members of, the Committee agree to appoint a seventh
member, who is experienced in the matter which has not been resolved by the other six members. In the event the six members are unable to unanimously agree on the seventh member, the Management
Committee shall attempt to unanimously agree upon a method by which to break the deadlock. In the event the six members are unable to agree upon such a method which breaks the deadlock within a period
of thirty days, the representatives of Western and Wytana shall each place in a hat, two names of people who are experienced in the matter to be resolved, with one of the four names to be drawn from
said hat, that person to act as the seventh member. The seventh member shall serve on the Management Committee solely for the purpose of consulting and advising the Management Committee as to the
proper course to be followed. In the event that the six members of the Management Committee are still deadlocked, the seventh member shall be given the right to vote in order to break the tie.
Immediately thereafter, the seventh member shall cease being a member of the Management Committee. The seventh member selected by the Management Committee or the four persons whose names are to be
placed in a [illegible] in accordance with the above procedure shall not be employees of any of the parties or corporations or entities which are affiliated with any of the
parties. 


        10.    Decker Coal Management.    



        (a)   The
parties hereto hereby designate Peter Kiewit Sons', Inc. (PKS) as the Manager of Decker Coal. The Manager shall have the responsibility of seeing to it that
Decker Coal performs its mining operation and performs reclamation work as may be directed by Western under Paragraph 11 hereof, that Decker Coal maintains the buildings and equipment used in
connection with the mining operation, that all necessary personnel are hired and that operating and 



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maintenance
expenses are paid for, including labor, payroll, fuel, water, power, materials and supplies. The Manager shall appoint a General Manager, subject to the prior approval of the Management
Committee, who, subject to the direction of the Manager and the Management Committee, shall have general responsibility for administering this Agreement and supervising the mining, sale and delivery
of the coal mined. The Manager shall cause Decker Coal to employ or employ a mining superintendent, a competent engineer, office manager, technical personnel, foremen and workmen as necessary to mine
the Decker Properties in a good and workmanlike manner and in accordance with sound mining practices at the lowest reasonable cost, and shall hire and supervise such sales personnel as may be
reasonably required to sell the coal for the best prices and upon the best terms as are obtainable. All persons employed in the operation and maintenance shall be the employees of Decker Coal. The
Manager shall have the primary responsibility for negotiating any contract entered into with a union, or unions, in accordance with the provisions of applicable state and federal laws. The Manager
shall see to it that Decker Coal complies with all federal and state laws, regulations and rules pertaining to fair employment practices and shall see to it that all sums due employees, governmental
or other agencies
are paid promptly and shall not permit Decker Coal to have any labor claims becoming liens against the property it owns or leases other than claims that are being contested in good faith. The Manager
shall develop and sponsor and see to it that Decker Coal implements an adequate safety program for the protection of personnel and equipment. The Manager shall also see to it that good housekeeping
shall be practiced, that the fire protection system is regularly tested, and that Decker Coal develops a program to train personnel in expeditiously controlling fires. 


        (b)   The
Manager with the prior approval of the Management Committee agrees to provide the same fringe benefits to the non-union employees of Decker Coal as the
Manager offers to all its own non-union employees, with the cost thereof to be borne by Decker Coal. 


        (c)   The
Manager at all times shall supervise and be responsible for (subject to the direction of the Management Committee) the mining, production, sale and delivery of coal,
and shall keep the Management Committee at all times advised as to the operations of Decker Coal in such detail as is requested. 


        (d)   PKS
may unilaterally resign as the Manager, at any time, upon giving 180 days prior notice and any transfer by Wytana under Section 20 (f) hereof
shall be deemed to be a resignation by PKS upon the effective date of such transfer. Further, in the event that PKS fails as the Manager to see to it that Decker Coal performs in a manner meeting the
requirements of any coal sales or disposition contracts which it has entered into so that with reasonable probability it may come into default thereunder or, alternatively, if PKS or its subsidiaries
are in default under any agreement secured by its interest in Decker Coal (and fails to remedy such default within fifteen (15) days after written notice of such default is given by Western to
PKS), PKS shall, upon demand by Western, cease being the Manager; provided, however, that the right to remove PKS as Manager shall not be effective if the act causing the alleged default of PKS was
committed or participated in by Western by way of actions jointly taken or decisions jointly made by Western and PKS or the Management Committee, or by Western alone or in conjunction with another
person. Upon PKS resigning or being removed as Manager, the Management Committee shall meet, as soon as is practical, for the purpose of selecting a new Manager to act under the terms of this
Agreement. Upon PKS resigning or being removed as Manager, PKS and corporations affiliated therewith shall be ineligible to be selected as Manager for three (3) years from the date of such
default or removal. 



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        (e)   Not
later than the twentieth (20) day of each month, PKS shall furnish to the Management Committee a job cost report showing the results of the prior month's
activities of Decker Coal, and promptly after the end of each calendar year, shall provide to the venturers a certified financial statement of Decker Coal, including a balance sheet and a statement of
profit and loss, for the preceding year; said financial statements to be prepared in accordance with decisions reached by the Management Committee and within generally accepted accounting principles.
Additionally, the Manager shall cause to be prepared the necessary income tax returns, both state and federal, as well as any other tax return which must be filed by Decker Coal, and shall submit such
returns to the Management Committee for its approval prior to their being filed. 




        11.    Reclamation.    Subject to the authority of the Management Committee over reclamation plans, Western shall have
sole authority to supervise, control and direct all Decker Coal activities related to reclamation of stripped lands and maintenance of the environment, including the establishment of policies,
representation before courts or governmental regulatory agencies, and actual implementation of such policies, except insofar as Western may, in its discretion, delegate any such activities to Decker
Coal or the Manager. Any expenses incurred by Western in such activities shall be reimbursed to it by Decker Coal and Western shall account for such expenses in like manner as the Manager under
Section 12 hereof. 


        12.    Operation and Maintenance Expenses and Accounting.    



        (a)   The
Manager will receive all its funds and deposit them in the Decker Coal bank account and will pay all its expenses for operation and maintenance by drawing drafts or
checks upon the bank account. On or before the 20th day of each month, the Manager, through the General Manager, shall render to the Management Committee a statement showing for the preceding
calendar month: 



	(i)
	All
operation and maintenance expenses paid or incurred by the Manager on behalf of Decker Coal during the preceding calendar month including but not
limited to:



	(a)
	all
royalties to be paid with regard to coal mined by Decker Coal, including royalties and overriding royalties to Montana Royalty;



	(b)
	PKS'
fee provided for by Section 14 hereof;



	(c)
	Decker
Coal's payroll (not including the General Manager and any sales personnel), including related employee benefit costs such as Social Security, taxes,
unemployment insurance expenses, group life insurance, group hospitalization and medical insurance, pension funding expense, Workmen's Compensation and other insurance, paid leave, and any other
fringe benefits approved by the Management Committee;



	(d)
	materials
and supplies;



	(e)
	any
purchased power costs or purchased water costs;



	(f)
	taxes;



	(g)
	freight
costs borne by Decker Coal;



	(h)
	other
miscellaneous costs.






	(ii)
	Depreciation
and cost depletion.



	(iii)
	All
proceeds from the sale of coal and miscellaneous receipts.



	(iv)
	The
number of tons mined, sold, stockpiled and shipped.



	(v)
	The
balance in Decker Coal bank account according to the books of Decker Coal as of the end of the calendar month. 




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	(vi)
	Accounts
receivable and accounts payable of Decker Coal as of the end of the calendar month. 





Such
expenses, proceeds and balances will in each case be set forth on the statement with the amounts budgeted for these items adjacent thereto for comparison purposes. 



        Each
venturer shall provide for payment of cash expenses by depositing in the Decker Coal bank account not later than ten (10) days after receipt of such statement a sum equal to
one-half of the amount which would have been necessary to bring the balance in the Decker Coal bank account equal to $10,000 at the close of the preceding calendar month. Cash in excess of
$10,000 shall be distributed to the parties monthly, or more often as may be determined by the Management Committee. In lieu of calling for monthly cash contributions by the venturers, the Management
Committee may authorize short term borrowing, provided, however, that such borrowings shall not exceed $200,000. 




        13.    Cash Operating and Maintenance Budgets.    A reasonable length of time prior to the commencement of continuous
mining operations by Decker Coal, the Manager will submit to the Management Committee a budget of all expenditures by months until the expected date of commencement of continuous mining operations. At
least six (6) months prior to the commencement of continuous mining operations, the Manager shall submit to the Management Committee a budget by months from the expected date of commencement of
continuous mining operations to the next succeeding January 1. Such budget shall include proceeds from anticipated sales, operation and maintenance expenditures, capital expenditures and a
statement of cash flow. Thereafter, not later than September 1 of each year during the continuation of this Agreement a similar budget of expenditures by months for the succeeding calendar year
shall be prepared. 


        14.    Manager's Fee.    It is the intent of the parties that the Manager's fee shall fully compensate PKS for its
"off job" costs of managing Decker Coal, which costs are not otherwise borne by Decker Coal, but without profit in addition thereto. PKS agrees to design an accounting method to determine its
reasonable "off-job" costs of managing the Venture. Any allocations of PKS costs shall be made pursuant to the theory that such costs should be allocated to the Venture in relation to the
administrative burden placed upon PKS by the Venture. The Management Committee shall be given a full explanation of the method of determining costs and said method shall be agreeable to the Management
Committee. Western, its representatives, accountants, consultants and counsel shall be given access to all reasonably necessary accounting records of PKS for the purpose of analyzing the costs to PKS
of managing Decker Coal. 


        During
the term of this Agreement or until PKS resigns or is removed as Manager, PKS shall receive a management fee as follows: 



        (a)   From
September 1, 1970 to the date of first commercial shipment (as hereafter defined), $40,000 per month. Within a reasonable time after the date of first
commercial shipment such fee shall be adjusted upwards or downwards to equal the costs of managing the Venture during this period if such costs exceed, or are less than, the fee paid by 15% or more. 


        (b)   From
the date of first commercial shipment (as hereafter defined), for five years thereafter, 7% of the gross sales price of coal (FOB mine) mined and sold by the
Venture, such fee to be paid quarterly. The percentage fee for the last two years of such five year period shall be subject to adjustment upward or downward to that percentage, rounded to the nearest
full percentage point, which the total costs of managing the Venture for such five years are of the gross dollar volume of sales for such period; provided that no adjustment shall be made unless the
difference between such percentage, before rounding, and 7% is at least 1.0%. Such adjusted fee as demonstrated on Exhibit 4 shall be credit or charged to the next quarterly fee payment or
payments due after the determination of such adjustment. 



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        (c)   For
each five year period thereafter, a fee to be based upon the relationship of the Manager's "off job" costs to gross dollar volume of sales for the immediately
preceding five year period; provided however that said relationship may be adjusted for known past or future abnormal events. 




        The
"date of first commercial shipment" shall be the date on which the first shipment of coal leaves the Decker Coal mine under a coal contract in reliance upon which the venturers have
committed capital in sufficient amount to acquire equipment necessary to meet the buyer's coal requirements under such contract. 


        15.    Books of Account.    Decker Coal, through its Manager, shall keep books of account showing in reasonable detail
all costs incurred in connection with the development of the coal field, conduct of mining operations and sale and delivery of coal or coal products and all matters pertaining to Decker Coal, at the
main office of Decker Coal. Such books of account shall be kept in a manner consistent with the accounting and financial reporting procedures established and approved by the Management Committee. All
such books of account and other records of Decker Coal shall be open for inspection by authorized employees of Western and Wytana, and by their respective auditors and legal counsel at all times. A
periodic certified audit of such books shall be made by such national accounting firm as may be determined by the Management Committee, but no less than once a year. Additionally, the Manager shall
provide to the venturers copies of federal and state partnership income tax returns, as filed for each year of operation or part thereof. 



        16.    Records.    The Manager shall cause to be kept adequate records of coal mining operations as necessary to
reflect the efficiency of operations and of equipment use and maintenance programs, to reflect production and delivery of coal, engineering and geological data and such other records as may be
required by any governmental authority. Such records shall be made available for inspection as desired by any party hereto. 


        17.    Banking.    Funds of Decker Coal, including proceeds from the sale of coal, shall be kept in a separate account
designated in a manner, and deposited with a bank, to be determined by the Management Committee. Such funds may be withdrawn upon checks or drafts signed by authorized Decker Coal or Manager
personnel, provided that the Manager shall not make distributions of cash to the parties without authorization of the Management Committee. The Management Committee shall designate those employees of
Decker Coal and the Manager who shall have authority to draw drafts or checks on the Decker Coal bank account, which employees shall be bonded in an amount to be determined by the Management
Committee. When additional funds are required to carry on the business, each venturer will deposit fifty percent (50%) of the funds required and in the event any venturer advances more than fifty
percent (50%) of the additional funds required on any occasion, it shall be promptly reimbursed by the other venturer for the advances in excess of fifty percent (50%), without interest, if
repaid within fifteen (15) days of request, otherwise, in addition to the change in the profit formula as provided in Section 4, interest shall run at the prime rate then prevailing for
preferred commercial customers of The Morgan Guaranty Bank, New York City, New York. 


        18.    Contracts for the Sale or Disposition of Coal.    Decker Coal shall enter into such contracts for the sale or
disposition of coal from the Decker Properties as may be consistent with this Agreement and such authorization as may have been received from the Management Committee. Any such contracts shall be in
the name of Decker Coal. 


        19.    Insurance.    The Manager, on behalf of Decker Coal shall at all times: 



        (a)   comply
fully with the Workmen's Compensation Laws of the State of Montana; 


        (b)   maintain
in effect public liability and property damage insurance with such limits and subject to such exclusions and deductibles as the Management Committee may agree,
naming the Manager, the venturers, their corporate parents and Decker Coal as insureds; and 



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        (c)   maintain
continuously in effect physical damage insurance coverage on Decker Coal properties (whether owned or leased) and properties or facilities belonging to the
venturers and used by the Manager or Decker Coal in connection with all of Decker Coal's operations, naming Decker Coal, the parties, and the venturers as insureds as their interest may appear with
such limits and subject to such exclusions and deductibles as the Management Committee may agree. 




        20.    Assignment.    The rights of the Manager herein may not be assigned or otherwise transferred without the
written consent of the venturers, other than as provided in Section 10(d) hereof. No venturer shall voluntarily sell, assign, pledge, or in any manner transfer or encumber its interest, or any
part thereof, in Decker Coal without first obtaining the written consent of the other venturer thereto, except as follows: 



        (a)   Pursuant
to and subject to the provisions of Section 5 hereof, to any mortgagee, trustee or secured party as security for bonds or other indebtedness and to any
purchaser from a mortgagee or secured party having realized upon its security by foreclosure or otherwise. 


        (b)   To
any corporation or entity, the majority interest in which is owned by Pacific Power & Light Company or PKS. 


        (c)   By
Wytana or Western to PKS or Pacific Power & Light Company respectively, or any successors thereof. 



        (d)   In
the event of an assignment of or transfer of Wytana's interest among PKS entities under Paragraph 20(b), (c) and (e), PKS shall remain as the Manager
under this Agreement. 


        (e)   To
any corporation or entity into which or with which such venturer may be merged, consolidated or liquidated, provided that either PKS, Pacific Power & Light
Company or any of their affiliates are the owner of a majority of the stock of the successor corporation. 


        (f)    Any
purchaser or assignee for cash if prior to such sale the venturer proposing such sale or assignment shall have given sixty (60) days written notice to the
other venturer of a bona fide offer of the third party and such other venturer shall have not tendered the equivalent consideration on equivalent terms to the venturer intending to sell or assign
within five (5) days before the expiration of such 60 day notice period. In the event the other venturer makes such a tender, the venturer desiring to sell or assign shall then sell or
assign to the other party. In the event of a merger, consolidation or liquidation and PKS, Pacific Power & Light Company or any of their affiliates is not the owner of a majority of the stock
of the successor, such an event shall be deemed to be an offer to sell for cash equal to the fair market value of such venturer's interest. Fair market value shall be determined by three appraisers,
all of whom are members of the Appraisal Institute (MAI); one appraiser shall be appointed by each venturer, and the third shall be appointed by the two appraisers. The appraised fair market value
shall be determined by the appraisers or the average value determined by the three appraisers if no one value is agreed upon. Such fair market value shall be set forth in a notice to the other
venturer, and the other venturer shall have 60 days after receipt of such notice within which to accept such offer. 




        Any
sale, assignment, pledge, transfer or encumbrance by agreement or operation of law shall be subject to this Agreement and shall not relieve the venturer or successor of any
obligation hereunder except to the extent agreed in writing by the other venturer. 


        21.    Transfer or Insolvency.    Other than as provided herein, in the event of an attempted transfer, sale,
assignment, pledge, encumbrance of a venturer's interest in Decker Coal or in the event of the bankruptcy or insolvency of a venturer under bankruptcy or reorganization, composition or arrangement
statutes or a transfer under paragraph 20(a), or in the event of a refusal to follow and implement the provisions of Paragraph 9 above, then, from and after such date, such refusing
venturer (hereinafter referred to as the "defaulting party") (anything in this Agreement to the contrary 


9







 



notwithstanding)
shall cease to have any voice in the management of Decker Coal or the Management Committee. The defaulting party's interest in the capital of Decker Coal shall immediately and
exclusively (paragraph 20 notwithstanding) vest, in trust, in the nondefaulting venturer. Thereafter, Decker Coal shall be managed exclusively by the nondefaulting venturer until termination as
provided in Section 6. Notwithstanding the foregoing, the defaulting venturer shall remain liable to its and the creditors of Decker Coal as herein provided and shall continue to bear its share
of losses and be entitled to receive its share of profits, provided, however, that the nondefaulting venturer, as trustee, may pay such profits to a proper designee of the defaulting party or to that
person designated by a court of competent jurisdiction to receive such profits on behalf of the creditors of the defaulting party. 



        In
acting as trustee, the nondefaulting venturer shall have absolute discretion and no action taken by the trustee shall subject it to a claim for breach of trust, on the ground of
conflict of interest, negligence or any other theory, except fraud or gross negligence. 


        22.    Law to Govern.    The parties agree to comply with local, state and federal laws, rules and regulations
applying or pertaining in any manner to the operations of Decker Coal saving to each party or venturer any right to protest or contest, any law, rule or regulation or the enforcement thereof, any
party shall have the right to join in the prosecution or defense of such litigation. 



        The
laws of the State of Montana, as determined at the time of any dispute shall govern all matters pertaining to the validity, execution and interpretation of this Agreement. 


        23.    Successors.    This Agreement shall be binding upon and inure to the benefit of the parties hereto, their
successors and assigns. 


        24.    Notice.    Any notice or appointment required to be given under Decker Coal shall be signed by the president or
a vice president of the notifying party and given by certified or registered mail to the parties as follows: 



	(a)
	Western
Minerals, Inc.

1500 Public Service Building

Portland, Oregon 97204 





Attention:
C. P. Davenport, Vice President 



	(b)
	Wytana, Inc.

P. O. Box 724

Sheridan, Wyoming 82801



	(c)
	Montana
Royalty Company, Ltd.

1000 Kiewit Plaza

Omaha, Nebraska 68131



	(d)
	Peter
Kiewit Sons', Inc.

1000 Kiewit Plaza

Omaha, Nebraska 68131 





Attention:
William L. Crewcock 





        Any
change in the above addresses shall be made by certified mail addressed to the other party at the above address. 



        25.    Modification.    This document constitutes the sole and complete understanding of the parties with respect to
Decker Coal. Any modification thereof shall not be effective until reduced to writing and signed by all of the parties hereto. 


10







 

        IN
WITNESS WHEREOF, Wytana, Western, Montana Royalty Company, by its general partners, and PKS have executed the foregoing Agreement effective as of the date and year above written. 



							
	ATTEST:	 	WYTANA, INC.
	
 /s/ [ILLEGIBLE]







 	
 	
By	
 	
/s/ [ILLEGIBLE]






 
	Secretary	 	 	 	Vice President
	
 ATTEST:	
 	
WESTERN MINERALS, INC.
	
 /s/ [ILLEGIBLE]







 	
 	
By	
 	
/s/ [ILLEGIBLE]






 
	Secretary	 	 	 	        President
	

 	
 	
MONTANA ROYALTY COMPANY, LTD.
	
 ATTEST:	
 	
By	
 	
Resource Development Co., Inc.
	
 /s/ [ILLEGIBLE]







 	
 	
 	
 	
By	
 	
/s/ [ILLEGIBLE]






 
	Secretary	 	 	 	 	 	Vice President
	
 ATTEST:	
 	
By	
 	
Rosebud Coal Sales Company
	
 /s/ [ILLEGIBLE]








 	
 	
 	
 	
By	
 	
/s/ [ILLEGIBLE]






 
	Asst. Secretary	 	 	 	 	 	Vice President
	 	 	 	 	 	 	General Partners
	
 ATTEST:	
 	
PETER KIEWIT SONS', INC.
	
 /s/ [ILLEGIBLE]







 	
 	
By	
 	
/s/ [ILLEGIBLE]






 
	Secretary	 	 	 	Vice President




11













































 EXHIBIT "1"  


 DESCRIPTION OF DECKER PROPERTIES

DECKER COAL CO.—JOINT VENTURE

DECKER AREA, MONTANA  


 AREA "A"  



						
	 T.8 S., R. 40 E., MPM,
	 	 	 	 
	 	 Sec. 32: N1/2, SE1/4
	 	 	

480.00 A.	 
	 	 Sec. 33: E1/2, N1/2NW1/4,
SW1/4NW1/4, NW1/4SW1/4, S1/2SW1/4
	 	 	560.00 A.	 
	 T. 9 S., R. 40 E., MPM,
	 	 	 	 
	 	 Sec.  3: Lots 3 & 4
	 	 	

80.27 A.	 
	 	 Sec.  4: Lots 1-3, SE1/4NW1/4, SW1/4
	 	 	320.48 A.	 
	 	 Sec.  8: SE1/4SE1/4
	 	 	40.00 A.	 
	 	 Sec.  9: S1/2NE1/4, E1/2NW1/4,
S1/2
	 	 	480.00 A.	 
	 	 Sec. 10: S1/2N1/2, S1/2
	 	 	480.00 A.	 
	 	 Sec. 15: W1/2
	 	 	320.00 A.	 
	 	 Sec. 16: All
	 	 	640.00 A.	 
	 	 Sec. 17: N1/2, SE1/4
	 	 	480.00 A.	 
	 	 Sec. 21: All &
	 	 	640.00 A.	 
	 	 Sec. 22: W1/2
	 	 	320.00 A.	 
	 	 	 	 
	 	 Total Acreage
	 	 	4,840.75 A.	 











 AREA "B"  



						
	 T. 8 S., R. 40 E., MPM,
	 	 	 	 
	 	 Sec. 36: All
	 	 	

640.00 A.	 
	 T. 8 S., R. 41 E., MPM,
	 	 	 	 
	 	 Sec. 31: Lots 3 & 4, E1/2SW1/4, SW1/4
	 	 	

313.93 A.	 
	 	 Sec. 32: S1/2
	 	 	320.00 A.	 
	 	 Sec. 33: S1/2
	 	 	320.00 A.	 
	 	 Sec. 34: SW1/4, W1/2SE1/4
	 	 	240.00 A.	 
	 T. 9 S., R. 40 E., MPM,
	 	 	 	 
	 	 Sec.  1: Lots 1, 3 & 4, SE1/4NE1/4,
S1/2NW1/4, SW1/4, E1/2SE1/4
	 	 	

480.42 A.	 
	 	 Sec. 11: SE1/2
	 	 	160.00 A.	 
	 	 Sec. 12: E1/2, W1/2NW1/4NW1/4,
NE1/4NW1/4NW1/4, NW1/4NE1/4NW1/4, SW1/4
	 	 	520.00 A.	 
	 	 Sec. 13: All
	 	 	640.00 A.	 
	 	 Sec. 14: E1/2, E1/2NW1/4,
SW1/4NW1/4, SW1/4
	 	 	600.00 A.	 
	 T. 9 S., R. 41 E., MPM,
	 	 	 	 
	 	 Sec.  3: Lots 5-8, S1/2N1/2, S1/2
	 	 	

579.28 A.	 
	 	 Sec.  4: Lots 5-8, S1/2 N1/2, S1/2
	 	 	596.36 A.	 
	 	 Sec.  5: Lots 5-8, S1/2N1/2, S1/2
	 	 	613.40 A.	 
	 	 Sec.  6: Lots 6-12, S1/2NW1/4,
SE1/4NW1/4, E1/2SW1/4, SE1/4
	 	 	619.69 A.	 
	 	 Sec.  7: Lots 5-8, E1/2, E1/2W1/2
	 	 	625.04 A.	 
	 	 Sec.  8: All
	 	 	640.00 A.	 
	 	 Sec.  9: All
	 	 	640.00 A.	 
	 	 Sec. 10: All
	 	 	640.00 A.	 
	 	 Sec. 15: All
	 	 	640.00 A.	 
	 	 Sec. 16: All
	 	 	640.00 A.	 
	 	 Sec. 17: All
	 	 	640.00 A.	 
	 	 Sec. 18: Lots 5-8, E1/2, E1/2W1/2
	 	 	621.44 A.	 
	 	 	 	 
	 	 Total Acreage
	 	 	11,729.56 A.	 
	 	 TOTAL ACREAGE—BOTH AREAS
	 	 	

16,570.31 A.	 










EXHIBIT 3  


 BIG HORN COAL COMPANY—INDUSTRIAL ACCOUNTS (1967 - 1968) 



			
	 Bureau of Indian Affairs (GSA)
	CB&Q Railroad Company
	Great Western Sugar    —	 	Bayard
	 	 	Billings
	 	 	Mitchell
	 	 	Scottsbluff
	

Holly Sugar Corporation, Hardin
	Montana-Dakota Utilities Co., Acme Plant
	Northwestern Public Service Co., Aberdeen
	Northwestern Public Service Co., Mitchell
	South Dakota State Soldiers' Home
	U. S. Post Office (GSA)
	Veterans Administration Center, Hot Springs
	Veterans Administration Hospital, Sheridan






 DOMESTIC COAL  



	
	Retail Dealers in states of Wyoming, Montana, North Dakota, South Dakota, Idaho, Washington, Nebraska, Minnesota.










EXHIBIT 4  



					
	Five Year Total Management Costs

Divided by Five Year Gross Sales,

expressed in percent.



 
	 	Adjusted Fee Applicable

to years 4 and 5 	 
	 3.50% to 4.49%
	 	 	4	%
	 4.50% to 5.49%
	 	 	5	%
	 5.50% to 5.99%
	 	 	6	%
	 6.00% to 8.00%
	 	 	7	%
	 8.01% to 8.49%
	 	 	8	%
	 8.50% to 9.49%
	 	 	9	%
	 9.50% to 10.49%
	 	 	10	%

















































 









					
	 	 	WYTANA, INC.

P.O. Box 4067

Sheridan, Wyoming 82801	 	 
	

 	
 	
August 16, 1971	
 	
Address Reply To:

1000 Kiewit Plaza

Omaha, Nebraska 68131








Mr. C.
P. Davenport

Pacific Power & Light Company

920 S. W. 6th

Portland, Oregon 97204 


Dear
Ted: 


        Western
Minerals, Inc., an Oregon corporation, and Wytana, Inc., a Delaware corporation, created the Decker Coal Company, a joint venture, on September 1, 1970, for
the purpose of mining and selling coal from the Decker Properties. 


        Pursuant
to said Agreement, Decker Coal assumed the payment of all royalties and overriding royalties including but not limited to a five cents (.05¢) per ton overriding
royalty payable to Rosebud Coal Sales Company (Rosebud) on all coal mined from Area B, as consideration for the coal lease assignment from Montana Royalty Company, Ltd. 


        However,
since Rosebud is not the proper recipient of the overriding royalty payable on all of the coal lease assignments, there should be inserted, immediately after Rosebud Coal Sales
Company, the names of the other record holders of the particular leases described in Area B of the Decker Properties prior to the assignment of said coal leases to Montana Royalty Company, Ltd. 


        Therefore,
the parenthetical clause of paragraph 2 of the Decker Agreement should read as follows: 



"...(including
but not limited to a 5¢ per ton overriding royalty on all coal mined from Area B, payable to Rosebud Coal Sales Company on coal leases MWRB, H1 and H2; to Peter Kiewit
Sons' Co. on coal leases M-073093, 530, 822, 823 and 919; and to Big Horn Construction Company on coal leases 531 and 918)." 




        If
you are in full agreement with the foregoing amendment to the Decker Coal Company Agreement, please have this Letter Agreement executed in quintuplicate for and on behalf of Decker
Coal Company and Montana Royalty Company, Ltd., pursuant to paragraph 25 of said Agreement. 



			
	 	 	Very truly yours,
	

 	
 	
WYTANA, INC.
	

 	
 	
/s/ Donald L. Sturm







 
	

 	
 	
Donald L. Sturm










 

        The
foregoing amendment to the Decker Coal Company Agreement is hereby approved and accepted. 



					
	ATTEST:	 	WYTANA, INC.
	
 /s/ [ILLEGIBLE]







 	
 	
By:	
 	
/s/ [ILLEGIBLE]






 
	 	 	 	 	President
	
 ATTEST:	
 	
WESTERN MINERALS, INC.
	
 /s/ [ILLEGIBLE]







 	
 	
By:	
 	
/s/ [ILLEGIBLE]






 
	SECRETARY	 	 	 	Vice President
	

 	
 	
MONTANA ROYALTY COMPANY, LTD.
	
 ATTEST:	
 	
By:	
 	
Resource Development Co., Inc.
	
 /s/ [ILLEGIBLE]







 	
 	
By:	
 	
/s/ [ILLEGIBLE]







 
	SECRETARY	 	 	 	Vice President
	
 ATTEST:	
 	
By:	
 	
Rosebud Coal Sales Company
	
 /s/ [ILLEGIBLE]







 	
 	
By:	
 	
/s/ [ILLEGIBLE]






 
	 	 	 	 	President
	 	 	 	 	General Partners
	
 ATTEST:	
 	
PETER KIEWIT SONS', INC.
	
 /s/ [ILLEGIBLE]







 	
 	
By:	
 	
/s/ [ILLEGIBLE]






 
	 	 	 	 	President






2












































   SUPPLEMENT TO

DECKER COAL COMPANY AGREEMENT  


        By this Supplement, which shall be effective from and after the 1st day of January, 1974, the parties to the Decker Coal Company
Agreement dated September 1, 1970, being WESTERN MINERALS, INC., an Oregon corporation ("Western"); WYTANA, INC., a Delaware corporation ("Wytana"); MONTANA ROYALTY
COMPANY, LTD. (a limited partnership between Resource Development Co., Inc., a Washington corporation and Rosebud Coal Sales Company, a Wyoming corporation, as general partners
and Peter Kiewit Sons' Co., a Nebraska corporation and Big Horn Construction Company, a Wyoming corporation, as limited partners); and PETER KIEWIT SONS', INC., a Nebraska corporation
("PKS") do hereby agree that said Decker Coal Company Agreement shall be and hereby is supplemented and amended as follows: 


        1.     Section 14
(Manager's Fee) of said Decker Coal Company Agreement shall be revised to read in its entirety as follows: 



        "14.    Manager's Fee.    During the remaining term of this agreement or until PKS resigns or is removed as manager,
PKS shall receive a management fee to compensate it for its costs of managing Decker Coal, which costs are not otherwise borne by Decker Coal, as follows: 



        (a)   For
the calendar year 1974, an amount equal to six percent (6%) of the gross sales price of all coal (f.o.b. mine) sold and delivered by Decker Coal Company during said
calendar year; 


        (b)   For
the calendar year 1975, an amount equal to five percent (5%) of the gross sales price of all coal (f.o.b. mine) sold and delivered by Decker Coal Company during said
calendar year; 


        (c)   For
the calendar year 1976, an amount equal to three percent (3%) of the gross sales price of all coal (f.o.b. mine) sold and delivered by Decker Coal Company during
said calendar year; and 


        (d)   For
the calendar year 1977 and for each succeeding calendar year thereafter, an amount equal to twelve cents (12¢) per ton of coal sold and delivered by
Decker Coal Company during such calendar year; PROVIDED, HOWEVER, that such sums shall be subject to the following adjustment: At the beginning of each calendar quarter, the basic fee of twelve cents
(12¢) per ton shall be increased or decreased, using December 31, 1973 as the base period date, as follows: 



        (i)    Fifty
percent (50%) of twelve cents (12¢) shall be multiplied by the percentage increase or decrease, from the base period date, in the quarterly average
value as determined for such calendar quarter of the Consumer Price Index, All Items (1967 equals 100) of the U.S. Department of Labor's Bureau of Labor Statistics, and 


        (ii)   Fifty
percent (50%) of twelve cents (12¢) shall be multiplied by the percentage increase or decrease, from the base period date, in the quarterly average
value as determined for such calendar quarter of Gross Hourly Earnings of Non-Supervisory Workers on Private Non-Agricultural Payrolls, as reported in the U.S. Department of
Labor's Employment and Earnings Report (Total Private). 




        The
total sum derived by adding the product of (i) and (ii) shall be the adjustment in the basic fee. The increase or decrease in the basic fee as computed above shall be
rounded to the nearest 1/10 of 1¢ per ton, or if there is no nearest 1/10, to the closest even 1/10 of 1¢ per ton. 


        The
quarterly average value of the Consumer Price Index and Gross Hourly Earnings shall be computed for each calendar quarter from the Monthly Bureau of Labor Statistics Consumer Price
Index and the Monthly Department of Labor's Employment and Earnings Report. The three monthly values shall be arithmetically averaged to determine a quarterly average value. 









 


        (e)   Such
management fee shall be paid quarterly within 30 days after the end of each calendar quarter, and shall be based on the gross sales price or quantity of coal
(as may be appropriate) sold and delivered during the previous calendar quarter. PKS shall furnish the Management Committee a detailed accounting of the sales price or quantity on which such fee is
based, and shall permit Western, its representatives, accountants, consultants and counsel to inspect the accounting records of Decker Coal Company for the purpose of verifying the same." 





        2.     Exhibit 4
to said Decker Coal Company Agreement shall be of no further force and effect from and after January 1, 1974. 


        3.     Exhibit 1
to said Decker Coal Company Agreement shall be revised to reflect the acquisition of certain coal leases which Decker Coal Company has agreed to acquire
from Pacific Power & Light Company, by substitution therefor of revised Exhibit 1 as attached hereto and by this reference made a part hereof. 



        IN
WITNESS WHEREOF, Wytana, Western, Montana Royalty Company (by its general partners) and PKS have executed the foregoing agreement effective as of the day and year first above written. 



							
	ATTEST:	 	WYTANA, INC.
	
 /s/ [ILLEGIBLE]







 	
 	
By	
 	
/s/ [ILLEGIBLE]







 
	Secretary	 	 	 	        President
	
 ATTEST:	
 	
WESTERN MINERALS, INC.
	
 /s/ [ILLEGIBLE]







 	
 	
By	
 	
/s/ [ILLEGIBLE]







 
	Secretary	 	 	 	Vice President
	

 	
 	
MONTANA ROYALTY COMPANY, LTD.
	
 ATTEST	
 	
By	
 	
Resource Development Co., Inc
	
 /s/ [ILLEGIBLE]







 	
 	
 	
 	
By	
 	
/s/ [ILLEGIBLE]







 
	Secretary	 	 	 	 	 	Vice President
	
 ATTEST:	
 	
By	
 	
Rosebud Coal Sales Company
	
 /s/ [ILLEGIBLE]








 	
 	
 	
 	
By	
 	
/s/ [ILLEGIBLE]







 
	Secretary	 	 	 	 	 	        President
	

 	
 	
 	
 	
 	
 	
General Partners
	
 ATTEST:	
 	
PETER KIEWIT SONS', INC.
	
 /s/ [ILLEGIBLE]







 	
 	
By	
 	
/s/ [ILLEGIBLE]







 
	Secretary	 	 	 	Vice President




2













































 REVISED EXHIBIT "1"  


DESCRIPTION OF DECKER PROPERTIES

DECKER COAL CO.-JOINT VENTURE

DECKER AREA, MONTANA  


 AREA "A"  



						
	 
	 	 
	 
	 T. 8 S., R. 40 E., MPM,
	 	 	 	 
	 	 Sec. 32: N1/2, SE1/2
	 	 	

480.00 A.	 
	 	 Sec. 33: E1/2, N1/2NW1/4,
SW1/4NW1/4, NW1/4SW1/4, S1/2SW1/4
	 	 	560.00 A.	 
	 T. 9 S., R. 40 E., MPH,
	 	 	 	 
	 	 Sec. 3: Lots 3 & 4, S1/2NW1/4, SW1/4
	 	 	

320.27 A.	 
	 	 Sec. 4: Lots 1-3, SE1/4NW1/4, SW1/4, S1/2
NE1/4, SE1/4
	 	 	560.48 A.	 
	 	 Sec. 8: SE1/4SE1/4
	 	 	40.00 A.	 
	 	 Sec. 9: S1/2NE1/4, E1/2NW1/4,
S1/2, N1/2NE1/4
	 	 	560.00 A.	 
	 	 See. 10: S1/2N1/2, S1/2,
N1/2N1/2
	 	 	640.00 A.	 
	 	 Sec. 15: W1/2
	 	 	320.00 A.	 
	 	 Sec. 16: All
	 	 	640.00 A.	 
	 	 Sec. 17: N1/2, SE1/4
	 	 	480.00 A.	 
	 	 Sec. 21: All
	 	 	640.00 A.	 
	 	 Sec. 22: W1/2
	 	 	320.00 A.	 
	 	 	 	 
	 	 Total Acreage
	 	 	

5,560.75 A.	 















































   AMENDMENT NO. 2

TO

DECKER COAL COMPANY AGREEMENT  


        AGREEMENT, made as of this 1st day of December, 1977, between and among WESTERN MINERALS, INC., an Oregon corporation,
WYTANA, INC., a Delaware corporation, MONTANA ROYALTY COMPANY LIMITED (a limited partnership between Resource Development Co., Inc., a Washington corporation, and Rosebud Coal
Sales Company, a Wyoming corporation, as General Partners, Peter C. Kiewit Sons' Co., a Nebraska corporation, and Big Horn Construction Company, a Wyoming corporation, as Limited Partners), and
PETER KIEWIT SONS', INC., a Nebraska corporation. 


 RECITALS:  


        A.    The
parties entered into the Decker Coal Company Agreement (the "Joint Venture Agreement"), dated as of the 1st day of September, 1970, and first amended such
Agreement by a Supplement dated as of January 1, 1974. 


        B.    The
parties now desire to amend the Joint Venture Agreement to extend the term of the joint venture. 


        The
parties therefore agree as follows: 


        1.     Section 6(a)
of the Joint Venture Agreement shall be amended to read in its entirety as follows: 



        "6(a)    The
term of this Agreement and the Decker Coal Company venture shall be for a period of 35 years from the date hereof or until the parties mutually agree to
terminate the venture and this Agreement, whichever event shall first occur. The chief executive officers of the parties or their representatives shall meet prior to the expiration of each succeeding
5-year period during the continuance of this Agreement for the purpose of determining whether to terminate the venture and this Agreement." 




        2.     Except
as modified by this second amendment, the Joint Venture Agreement, as previously amended, is hereby ratified and confirmed in all respects. 







 

        IN
WITNESS WHEREOF, the parties have executed the foregoing Agreement effective as of the day and year first above written. 



					
	 	 	WYTANA, INC.
	

 	
 	
By	
 	
/s/ [ILLEGIBLE]







 
	 	 	Title	 	Vice President







 
	

 	
 	
WESTERN MINERALS, INC.
	

 	
 	
By	
 	
/s/ [ILLEGIBLE]







 
	 	 	Title	 	President







 
	

 	
 	
MONTANA ROYALTY COMPANY LIMITED
	

 	
 	
By	
 	
RESOURCE DEVELOPMENT CO., INC.
	

 	
 	
By	
 	
/s/ [ILLEGIBLE]








 
	 	 	Title	 	President







 
	

 	
 	
By	
 	
ROSEBUD COAL SALES COMPANY
	

 	
 	
By	
 	
/s/ [ILLEGIBLE]







 
	 	 	Title	 	Vice President







 
	

 	
 	
 	
 	
General Partners
	

 	
 	
PETER KIEWIT SONS', INC.
	

 	
 	
By	
 	
/s/ [ILLEGIBLE]







 
	 	 	Title	 	Vice President







 




2












































   AMENDMENT NO. 3

TO

DECKER COAL COMPANY AGREEMENT  


        AGREEMENT, made as of this 24th day of August, 1978, between and among WESTERN MINERALS, INC., an Oregon
corporation, WYTANA, INC., a Delaware corporation, MONTANA ROYALTY COMPANY, LTD. (a limited partnership between Resource Development Co., Inc., a Washington corporation,
and Rosebud Coal Sales Company, a Wyoming corporation, as General Partners, Peter Kiewit Sons' Co., a Nebraska corporation, and Big Horn Construction Company, a Wyoming corporation, as Limited
Partners) and PETER KIEWIT SONS', INC., a Nebraska corporation. 


 RECITALS:  


        A.    The
parties entered into the Decker Coal Company Agreement (the "Joint Venture Agreement"), dated as of the 1st day of September, 1970, and amended such Agreement
by a Supplement dated as of January 1, 1974 and by Amendment No. 2 dated as of December 1, 1977. 


        B.    The
parties now desire to amend the Joint Venture Agreement to change the authority and responsibility for supervising, controlling and directing all Decker Coal Company
activities relating to reclamation of stripped lands and maintenance of the environment from Western Minerals, Inc. to Peter Kiewit Sons', Inc., as Manager of Decker Coal Company. 


        The
parties therefore agree as follows: 


        1.     The
second sentence in Section 10(a) of the Joint Venture Agreement shall be amended to read in its entirety as follows: 



        "The
Manager shall have the responsibility of seeing to it that Decker Coal performs its mining operation and performs its reclamation work under the provisions of Paragraph 11
hereof, that Decker Coal maintains the buildings and equipment used in connection with the mining operation, that all necessary personnel are hired and that operating and maintenance expenses are paid
for, including labor, payroll, fuel, water, power, materials and supplies." 




        2.     Section 10(c)
of the Joint Venture Agreement shall be amended to read in its entirety as follows: 



        "The
Manager at all times shall supervise and be responsible for (subject to the direction of the Management Committee) the mining, production, sale and delivery of coal and reclamation
activities in connection therewith, and shall keep the Management Committee at all times advised as to the operations of Decker Coal in such detail as is requested." 




        3.     Section 11
of the Joint Venture Agreement shall be amended to read in its entirety is follows: 



        "11.    Reclamation.
Subject to the direction of the Management Committee over reclamation, the Manager shall have sole authority to supervise, control and direct all Decker
Coal activities related to reclamation of stripped lands and maintenance of the environment, including the establishment of policies, representation before courts or governmental and regulatory
agencies, and actual implementation of such policies. Notwithstanding anything contained herein to the contrary, any and all expenses incurred by Manager in such activities shall be reimbursed to it
by Decker Coal and Manager shall account for such expenses in the same manner as set forth in Section 12 hereinafter." 




        4.     Except
as modified by this third amendment, the Joint Venture Agreement, as previously amended, is hereby ratified and confirmed in all respects. 







 

        IN
WITNESS WHEREOF, the parties have executed the foregoing Agreement effective as of the day and year first above written. 



							
	 	 	WYTANA, INC.
	

 	
 	
By:	
 	
/s/ Donald L. Sturm







 
	 	 	 	 	Donald L. Sturm

Vice President
	

 	
 	
WESTERN MINERALS, INC.
	

 	
 	
By:	
 	
/s/ [ILLEGIBLE]







 
	 	 	Title:	 	President
	

 	
 	
MONTANA ROYALTY COMPANY, LTD.
	

 	
 	
By:	
 	
RESOURCE DEVELOPMENT CO., INC.
	

 	
 	
 	
 	
By:	
 	
/s/ [ILLEGIBLE]







 
	 	 	 	 	Title:	 	President
	

 	
 	
By:	
 	
ROSEBUD COAL SALES COMPANY
	

 	
 	
 	
 	
By:	
 	
/s/ Donald L. Sturm







 
	 	 	 	 	 	 	Donald L. Sturm

Vice President
	

 	
 	
 	
 	
 	
 	
General Partners






2













































 



			
	 	 	NERCO MINING COMPANY

111 S.W. COLUMBIA, SUITE 800

PORTLAND, OREGON 97201

TELECOPIER 503.796.6366

TELEPHONE 503.796.6600
	





  
	 	 	[LOGO]
	

 	
 	
November 24, 1982






Peter
Kiewit Sons, Inc.

1000 Kiewit Plaza

Omaha, Nebraska 68131 


Attention:
Mr. R. E. Julian, Vice President 


Dear
Mr. Julian: 



	Re:
	Amendment No. 4 to Decker Coal Company Agreement




        I
enclose 2 execution copies of Amendment No. 4 to the Decker Coal Company Agreement which have now been signed by Western Minerals, Inc. and Resource
Development Co., Inc. 


        Please
note that the Amendment contained a typographical error in paragraph 2. The reference therein to Paragraph 18 of the Joint Venture Agreement should have been to
Paragraph 19. We have made the appropriate change and initialed it and would request that you do the same, returning to us an execution copy containing such initials. 


        This
will confirm that the purpose of the Amendment is solely to replace Peter Kiewit Sons, Inc. with Kiewit Mining & Engineering Co. as manager of the Decker joint
venture and that the Amendment is intended to have no effect upon the capital, income or other interests in the venture of the co-owners of the venture, i.e., Western
Minerals, Inc. and Wytana, Inc. 



			
	 	 	Very truly yours,
	

 	
 	
/s/ [ILLEGIBLE]





WSR:bjm

bcc: C. K. Drummond

       A. J. Franklin

       C. C. Adams

       M. A. Nelson

       M. H. Oldshue

       K. J. Hoffman 







 AMENDMENT NO. 4

TO

DECKER COAL COMPANY AGREEMENT  


        AGREEMENT made as of October 1, 1982, by and between Western Minerals, Inc., an Oregon corporation ("Western Minerals"),
Wytana, Inc., a Delaware corporation ("Wytana"), Montana Royalty Company, Ltd., a limited partnership between Resource Development Co., Inc., a Washington corporation, and
Rosebud Coal Sales Company, a Wyoming corporation, as general partners, and Peter Kiewit Sons' Co., a Nebraska corporation, and Big Horn Construction Company, a Wyoming corporation, as limited
partners ("Montana Royalty"), Peter Kiewit Sons', Inc., a Nebraska corporation ("Kiewit") and Kiewit Mining & Engineering Co., a Delaware corporation ("Kiewit Mining"). 


WITNESSETH:  


        WHEREAS, Western Minerals and Wytana formed the Decker Coal Company ("Decker") pursuant to the Decker Coal Company agreement made as of
September 1, 1970, as amended (said agreement and the amendments thereto collectively referred to herein as "Joint Venture Agreement"); and 


        WHEREAS,
under the terms and conditions of the Joint Venture Agreement, Kiewit is the Manager of Decker Coal Company; and 



        WHEREAS,
Kiewit Mining desires to undertake the duties of Manager of Decker Coal Company, as set forth in the Joint Venture Agreement, in lieu of Kiewit; and 


        WHEREAS,
the parties hereto find it in their best and mutual interests to amend the Joint Venture Agreement to so provide. 


        NOW,
THEREFORE, in consideration of the foregoing preambles, which are hereby made a contractual part of this Agreement, and in consideration of the mutual benefits, promises, conditions
and covenants hereinafter set forth, it is hereby mutually agreed between the parties as follows: 



        1.    Termination of Kiewit.    In consideration of Kiewit Mining becoming Manager of Decker Coal Company and the
mutual covenants, benefits and promises herein contained, Kiewit hereby assigns, transfers, sets over and conveys unto Kiewit Mining all of Kiewit's right, title and interest in or to the Decker Coal
Company, including its position of Manager of same, and the Joint Venture Agreement, and delegates to Kiewit Mining the duties and obligations of Kiewit as set forth in said Joint Venture Agreement;
except Kiewit's rights and benefits set forth in Paragraph 8 of the Joint Venture Agreement which are reserved unto Kiewit. Kiewit's interest in Decker Coal Company is terminated and, except as
set forth in Paragraphs 3 and 4 hereof, it is released as a party of and to the Joint Venture Agreement, and is released of the duties and obligations contained therein. Kiewit shall be paid
all sums to which it is entitled under the Joint Venture Agreement remaining unpaid as of the effective date hereof, if any. Subsequent to the effective date hereof, such sums shall be paid to Kiewit
Mining. 


        2.    Acceptance of Kiewit Mining.    Kiewit Mining hereby accepts the foregoing assignment from Kiewit and delegation
of duties and obligations by Kiewit and agrees to be bound thereby. Kiewit Mining agrees to perform all of the duties and obligations of the Manager as set forth in the Joint Venture Agreement. By way
of illustration, and not of limitation, Kiewit Mining shall perform those duties of the Manager set forth in Paragraphs 10, 11, 12, 13, 14, 15, 16, 17, 19 and 20 of the Joint Venture Agreement. 


        3.    Continuing Liability of Kiewit.    Notwithstanding the assignment and delegation of duties and obligations as
Manager under the Joint Venture Agreement from Kiewit to Kiewit Mining pursuant to Paragraphs 1 and 2 hereof, Kiewit shall not be released or discharged from its duties and obligations as
Manager under the Joint Venture Agreement prior to the effective date of this Agreement and shall remain fully liable to Decker in respect of such duties and obligations. 



        4.    Guaranty of Kiewit.    Kiewit unconditionally and irrevocably guarantees the performance by Kiewit Mining of
each and every obligation of Kiewit Mining as Manager under the Joint Venture 







 



Agreement.
Kiewit agrees that in order to enforce this guaranty it will not be necessary for Decker and/or Western Minerals to initiate an action or exhaust their legal remedies against Kiewit Mining
and that this guaranty may be immediately enforced upon written notice to Kiewit following the occurrence of any event giving rise to a right of guaranty under this Paragraph 4. Kiewit consents
and agrees that this guaranty shall survive and continue in full force and effect notwithstanding any subsequent amendment or other modification of any kind of the Joint Venture Agreement (including
all amendments thereto), whether or not Kiewit is a signatory to such amendment or modification. 


        5.    Enforcement of Guaranty.    The parties agree that Western Minerals shall have sole responsibility and
discretion in electing to enforce, and in enforcing the rights and remedies of Decker described in Paragraphs 3 and 4 above. 


        6.    Right to Remove Kiewit Mining for Conduct of Kiewit.    In addition to such rights as Western Minerals may have
hereafter under the Joint Venture Agreement to remove Kiewit Mining as the Manager, Western shall have the unconditional and express right to remove Kiewit Mining as the Manager on the basis of any
conduct by Kiewit during its tenure as Manager under the Joint Venture Agreement which would permit or would have permitted Western to terminate Kiewit as Manager pursuant to Paragraph 10(d) of the
Joint Venture Agreement, were Kiewit still the Manager thereunder. 


        7.    Definitions.    In order to give effect to the preceding paragraphs, the following terms and provisions of the
Joint Venture Agreement shall be deemed to have the following meanings: 



        a.     "Manager"
shall be deemed to mean and refer to Kiewit Mining. 


        b.     Except
as set forth in this Paragraph, "Peter Kiewit Sons', Inc." and "PKS" shall be deemed to mean and refer to Kiewit Mining. For the purposes of
Paragraphs 8, 20(b), 20(c), 20(d) (but only the reference to "PKS entities"), 20(e) and 20(f), "Peter Kiewit Sons', Inc." and "PKS" shall be deemed to mean and refer to Kiewit. 




        8.    Paragraph 10(d) Disclaimer.    The parties expressly covenant and agree that the assignment of the
obligations and duties as the Manager under the Joint Venture Agreement from Kiewit to Kiewit Mining pursuant to paragraphs 1 and 2 hereof is not pursuant to or governed by
Paragraph 10(d) of the Joint Venture Agreement, and that Paragraph 10(d) shall not apply thereto. Specifically, the parties agree that Kiewit shall not be required to give the notice
required thereunder, that this transaction is not a resignation or removal of Kiewit for the purposes thereof, and that Kiewit Mining is not ineligible to be Manager. However, this paragraph shall be
without prejudice to the rights of Western under Paragraph 6 hereof. 



        9.    Continued Effect.    Except as hereinabove set forth, all other terms and provisions of the Joint Venture
Agreement, including without limitation the continued ownership of Decker by Western Minerals and Wytana as co-venturers, shall remain in full force and effect. 


        10.    Effective Date.    The effective date of this Agreement shall be the 1st day of January, 1982. 


2







 

        IN
WITNESS WHEREOF, Western Minerals, Inc., Wytana, Inc., Montana Royalty Company, Ltd., by and through its general partners, Peter Kiewit Sons', Inc., and
Kiewit Mining & Engineering Co. have executed the foregoing Agreement effective as of the day and year above written. 



					
	ATTEST:	 	WESTERN MINERALS, INC.
	
 /s/ [ILLEGIBLE]







 	
 	
By	
 	
/s/ [ILLEGIBLE]






 
	
 ATTEST:	
 	
WYTANA, INC.
	
 /s/ [ILLEGIBLE]








 	
 	
By	
 	
/s/ [ILLEGIBLE]






 
	

 	
 	
MONTANA ROYALTY COMPANY, LTD.
	 	 	By its General Partners:
	
 ATTEST:	
 	
RESOURCE DEVELOPMENT CO., INC
	
 /s/ [ILLEGIBLE]







 	
 	
By	
 	
/s/ [ILLEGIBLE]






 
	

 	
 	
 	
 	
and
	
 ATTEST:	
 	
ROSEBUD COAL SALES COMPANY
	
 /s/ [ILLEGIBLE]







 	
 	
By	
 	
/s/ [ILLEGIBLE]






 
	
 ATTEST:	
 	
PETER KIEWIT SONS' INC.
	
 /s/ [ILLEGIBLE]







 	
 	
By	
 	
/s/ [ILLEGIBLE]






 
	
 ATTEST:	
 	
KIEWIT MINING & ENGINEERING CO.
	
 /s/ [ILLEGIBLE]







 	
 	
By	
 	
/s/ [ILLEGIBLE]






 




3












































   AMENDMENT NO. 5

TO

DECKER COAL COMPANY AGREEMENT  


        AGREEMENT, made this 9th day of July, 1983, between and among WESTERN Minerals Inc., an Oregon corporation ("Western");
WYTANA. INC., a Delaware corporation ("Wytana"); MONTANA ROYALTY COMPANY LIMITED (a limited partnership between Resource Development Company, Inc., a Washington corporation, and Rosebud
Coal Sales Company, a Wyoming corporation, as general partners, and Peter Kiewit Sons' Co., a Nebraska corporation, and Big Horn Construction Company, a Wyoming corporation, as limited
partners); and KIEWIT MINING AND ENGINEERING, CO., a Delaware corporation ("Kiewit"). 


RECITALS:  


        A.    The
parties entered into the Decker Coal Agreement (the "Joint Venture Agreement"), dated as of the 1st day of September, 1970, and amended such Agreement by a
supplement dated as of January 1, 1974, by Amendment No. 2 dated as of December 1, 1977, by Amendment No. 3, dated as of August 24, 1978, and by Amendment
No. 4, dated as of January 1, 1982. 


        B.    The
parties now desire to amend the Joint Venture Agreement to specifically provide that the joint venture may distribute to each venturer its undivided interest in
selected accounts receivable acquired by the joint venture on the terms and conditions set forth herein. 


        The
parties therefore agree as follows: 


        1.     Section 7
of the joint Venture Agreement is hereby amended by the addition of the following provisions after the last sentence thereof: 



        "7.    Interest in Capital, Income and Expenses...    It is further understood that Decker shall from time to time at
the request of either venturer assign to each venturer the venturer's undivided interest in any accounts receivable of Decker specified by the requesting venturer (the "receivables"), subject to the
following terms and conditions: 



        "(1) The
assignment shall have been approved by the Management Committee; 


        "(2) Consents
to the assignment in form satisfactory to the Management Committee shall have been delivered by all parties to contracts and agreements giving rise to the
receivables or which have responsibility for payment of the receivables; 


        "(3) The
requesting venturer shall indemnify Decker from and with respect to all losses, damages, costs, liabilities, attorneys' fees and interest incurred by Decker by
reason of or arising from the assignment; 


        "(4) Decker
shall retain the sole and exclusive right to collect the receivables, settle disputed accounts, waive or extend payment or other performance, institute any
action to compel collection and defend any action which could affect collectibility. All contracts underlying the receivables shall remain the property of Decker; 



        "(5) The
assignment shall create no warranty of any kind on the part of Decker, express or implied, as to the collectibility or any other aspect of the receivables and the
assignee shall take the receivables subject to all claims and defenses of any party, including retroactive price adjustments; 


        "(6) There
shall be no subsequent assignment, pledge, or encumbrance of the receivables or any portion thereof by an assignee except to a corporation or entity which is
wholly owned, directly or indirectly, by NERCO, INC., an Oregon corporation, or Peter Kiewit Sons' Inc., a Delaware corporation, as the case may be, and such restriction shall be noted
on the instrument by which the receivables are assigned; 


        "(7) The
Manager will distribute pro rata to the assignees or their permitted assigns, all amounts collected by Decker against the receivables." 









 





        IN
WITNESS WHEREOF, Wytana, Western, Montana Royalty Company (by its general partners), and Kiewit Mining have executed the foregoing Amendment No. 5 effective as of the day and
year first written above. 



					
	 	 	WYTANA, Inc.,

a Delaware corporation
	

 	
 	
By	
 	
/s/ [ILLEGIBLE]







 
	

 	
 	
WESTERN MINERALS INC.,

an Oregon corporation
	

 	
 	
By	
 	
/s/ [ILLEGIBLE]








 
	

 	
 	
MONTANA ROYALTY COMPANY LIMITED

a limited partnership
	

 	
 	
By	
 	
/s/ [ILLEGIBLE]







 
	 	 	 	 	RESOURCE DEVELOPMENT COMPANY, INC

a Washington corporation
	

 	
 	
By	
 	
/s/ [ILLEGIBLE]







 
	 	 	 	 	ROSEBUD COAL SALES COMPANY

a Wyoming corporation
	

 	
 	
KIEWIT MINING & ENGINEERING, CO.,

a Delaware corporation
	

 	
 	
By	
 	
/s/ [ILLEGIBLE]







 




2












































   AMENDMENT NO. 6

TO

DECKER COAL COMPANY AGREEMENT  


        AGREEMENT, made this 7th day of May, 1985, between and among WESTERN MINERALS, INC., an Oregon corporation ("Western"),
and WYTANA, INC., a Delaware corporation ("Wytana"). Western and Wytana are each hereinafter sometimes referred to individdually as "venturer" and collectively as "venturers". 


RECITALS:  


        A.    The
venturers entered into the Decker Coal Agreement (the "Joint Venture Agreement"), dated as of the 1st day of September, 1970, and amended such Agreement by a
supplement dated as of January 1, 1974, by Amendment No. 2 dated as of December 1, 1977, by Amendment No. 3, dated as of August 24, 1978, by Amendment No. 4,
dated as of January 1, 1982, and by Amendment No. 5, dated July 9, 1983. 


        B.    The
venturers now desire to amend the Joint Venture Agreement to [ILLEGIBLE] for the designation of Wytana as [ILLEGIBLE]
for the joint venture "Decker Coal". 


        The
venturers therefore agree as follows: 


        Section 10.
Decker Coal Management, of the Joint Venture Agreement shall be amended by adding subsection "(f)" immediately
following the last sentence of subsection (e). Said additional subsection reads in its entirety as follows: 



	"(f)
	For
United States Federal Income Tax purposes, Wytana is designated as the Tax Matters Partner of Decker Coal as defined in
Section 6231(a) (7) of the Internal Revenue Code." 




        IN
WITNESS WHEREOF, Wytana and Western have executed the foregoing agreement effective as of the day and year first written above. 



									
	ATTEST:	 	 	 	WESTERN MINERALS, INC., an Oregon corporation
	
 By:	
 	
/s/ [ILLEGIBLE]







 	
 	
 	
 	
By:	
 	
/s/ [ILLEGIBLE]







 
	Its:	 	Secretary	 	 	 	Its:	 	Chief Exec Officer







 
	

ATTEST:	
 	
 	
 	
WYTANA, INC., a Delaware corporation
	
 By:	
 	
/s/ [ILLEGIBLE]







 	
 	
 	
 	
By:	
 	
/s/ [ILLEGIBLE]







 
	Its:	 	Secretary	 	 	 	Its:	 	President







 














































   AMENDMENT NO. 7

TO

DECKER COAL COMPANY AGREEMENT  


        AGREEMENT, made as of this 1st day of January, 1989, between WESTERN MINERALS, INC., an Oregon corporation ("Western"),
and KIEWIT MINING GROUP, INC., a Delaware corporation ("KMG"). Western and KMG are each hereinafter sometimes referred to individually as "venturer" and collectively as "venturers". 


RECITALS:  


        A.    The
venturers entered into the Decker Coal Agreement (the "Joint Venture Agreement"), dated as of the 1st day of September, 1970, and amended such Agreement by a
supplement dated as of January 1, 1974, by Amendment No. 2 dated as of December 1, 1977, by Amendment No. 3, dated as of August 24, 1978, by Amendment No. 4,
dated as of January 1, 1982, by Amendment No. 5, dated July 9, 1983, and by Amendment No. 6, dated May 7, 1985. 


        B.    The
venturers now desire to amend the Joint Venture Agreement to extend the term of the Joint Venture Agreement and Decker Coal Company to December 31, 2030. 


        The
venturers therefore agree as follows: 


        1.     Section 6
(a) of the Joint Venture Agreement shall be amended to read in its entirety as follows: 



        "6(a)  The
term of this Agreement and the Decker Coal Company venture shall be for a period of 42 years from January 1, 1989 or until the venturers mutually
agree to terminate the venture and this Agreement, whichever event shall first occur. The chief executive officers of the venturers or their representatives shall meet prior to the expiration of each
succeeding 5-year period during the continuance of this Agreement for the purpose of determining whether to terminate the venture and this Agreement." 




        2.     Except
as modified by this seventh amendment, the Joint Venture Agreement, as previously amended, is hereby ratified and confirmed in all respects. 


        IN
WITNESS WHEREOF, KMG and Western have executed the foregoing agreement effective as of the day and year first written above. 



									
	ATTEST:	 	 	 	WESTERN MINERALS, INC., an Oregon corporation
	
 By:	
 	
/s/ [ILLEGIBLE]







 	
 	
 	
 	
By:	
 	
/s/ [ILLEGIBLE]







 
	Its:	 	Vice President







 	 	 	 	Its:	 	President







 
	

ATTEST:	
 	
 	
 	
KIEWIT MINING GROUP INC. a Delaware corporation
	
 By:	
 	
/s/ [ILLEGIBLE]







 	
 	
 	
 	
By:	
 	
/s/ [ILLEGIBLE]







 
	Its:	 	Vice President







 	 	 	 	Its:	 	Senior Vice President







 





028.MG8









 



































   AMENDMENT NO. 8

TO

DECKER COAL COMPANY AGREEMENT  


        AGREEMENT, made as of the 1st day of January, 1989, between and among WESTERN Minerals, Inc., an Oregon corporation
("Western"); KIEWIT MINING GROUP, INC., a Delaware corporation ("KMG"); and MONTANA ROYALTY COMPANY LIMITED, a limited partnership between Resource Development Company, Inc., a
Washington corporation, and Rosebud Coal Sales Company, a Wyoming corporation, as general partners, and Peter Kiewit Sons' Co., a Nebraska corporation, as a limited partner ("Montana Royalty"). 


RECITALS  


        A.    Western,
KMG, and Montana Royalty are parties to the Decker Coal Company Agreement, dated as of the 1st day of September, 1970, as amended by a supplement dated as
of January 1, 1974, by Amendment No. 2 dated as of December 1, 1977, by Amendment No. 3, dated as of August 24, 1978, by Amendment No. 4, dated as of
January 1, 1982, by Amendment No. 5, dated as of July 9, 1983, by Amendment No. 6, dated as of May 7, 1985 and by Amendment No. 7, dated as of
January 1, 1989 (the Decker Coal Company Agreement as so amended being hereinafter referred to as the "Joint Venture Agreement"). 



        B.    The
parties now desire to amend the Joint Venture Agreement to provide for the establishment and maintenance by Decker Coal Company of a segregated fund for the sole
purpose of funding a portion of Decker Coal Company's final mine reclamation costs on the terms and conditions set forth herein. 


        The
parties therefore agree as follows: 


AGREEMENT  


        Section 11 of the Joint Venture Agreement shall be amended to read in its entirety as follows: 



        "11.    Reclamation.    Notwithstanding the second to the last sentence of Section 12 of the Joint Venture
Agreement, which provides for the distribution to the venturers on a monthly or more frequent basis of cash in excess of $10,000, reclamation at the Decker Properties shall be carried out in
accordance with the following: 



        (a)   Subject
to the direction of the Management Committee over reclamation, the Manager shall have sole authority to supervise, control and direct all Decker Coal activities
related to reclamation of stripped lands and maintenance of the environment, including the establishment of policies, representation before courts or governmental regulatory agencies, and actual
implementation of such policies. 


        (b)   Decker
Coal shall maintain a segregated fund (the "Reclamation Fund") to finance a portion of "final mine reclamation" at the Decker mine in Big Horn County, Montana
(the "Mine"). For purposes of this Agreement, "final mine reclamation" shall mean those activities described on Attachment A attached hereto and incorporated herein by this reference. 


        (c)   Commencing
on or before June 1, 1989 and on or before each January 15 thereafter until the Management Committee shall otherwise agree, Decker Coal shall
make an annual deposit in the Reclamation Fund in the amount of $3,000,000 unless the Management Committee, after first reviewing the projected rate of production at the Mine, the then current "Annual
Study of Mine Reclamation" with respect to the Mine and any recommendations of the Manager with respect to the amount that the Manager believes should be deposited in the 




1







 





Reclamation
Fund, decides upon a deposit for such year in an amount other than $3,000,000, which amount may exceed $3,000,000 or be any amount less than $3,000,000, including zero. 



        (d)   Subject
to the provisions of Sections 12 and 17 hereinafter, the Management Committee and the Manager shall manage the assets of Decker Coal so as to assure that,
notwithstanding the second to the last sentence of Section 12 of the Joint Venture Agreement, on the due date of the annual deposit to the Reclamation Fund Decker Coal has on hand funds
sufficient to make the required deposit, which amount shall be $3,000,000 unless and until the Management Committee decides on a different annual deposit in accordance with the provisions of
subsection (c), above. 


        (e)   The
amounts deposited in the Reclamation Fund and all earnings thereon shall be held exclusively in the name of Decker Coal Company. The Reclamation Fund shall be
managed and invested by the Management Committee, an investment committee ("Investment Committee") and the Manager as follows: 



        (i)    The
Investment Committee shall be appointed by the Management Committee and shall be comprised of at least one member of the Management Committee who serves as a
representative of Western (or his designee) and at least one member of the Management Committee who serves as a representative of KMG (or his designee). The Investment Committee shall be responsible
for overseeing the management of the Reclamation Fund by the Manager. The Investment Committee shall from time to time determine asset allocation and investment guidelines with respect to the
Reclamation Fund and shall determine the necessity or desirability of appointing a trustee, money manager or other agent to assist or advise the Manager in the management or investment of funds on
deposit in the Reclamation Fund. 


        (ii)   The
Manager shall manage the Reclamation Fund. The Manager, subject to the recommendations of the Investment Committee shall establish a Reclamation Fund Account and
shall invest the funds on deposit. The Manager shall report to the Investment Committee not less frequently than monthly on the status of the investment of funds on deposit in the Reclamation Fund. 




        (f)    The
amounts deposited in the Reclamation Fund and all earnings thereon shall be dedicated to the funding of a portion of final mine reclamation at the Mine. The Manager
shall be given authority to disburse funds from the Reclamation Fund to pay only the costs of final mine reclamation incurred on
or after January 1, 2000 and only upon the receipt of written instructions signed by at least one member of the Management Committee who serves as a representative of Western and at least one
member of the Management Committee who serves as a representative of Kiewit. All reclamation costs incurred prior to January 1, 2000, and reclamation costs incurred after January 1, 2000
to the extent they exceed the funds available in the Reclamation Fund, shall be paid as provided in Sections 12 and 17. 



        (g)   The
Management Committee may cause Decker Coal to enter into any and all agreements required or requested by the Manager with respect to the management or investment of
funds on deposit in the Reclamation Fund provided that the same do not conflict with the terms of this Agreement and are deemed by the Management Committee to be on reasonable terms and conditions.
Such terms and conditions shall require any money managers or other agents to provide directly to the Investment Committee, copies of all correspondence, reports and other documents which are provided
by such money manager or agent to Decker Coal. 



        (h)   Upon
the completion of final mine reclamation at the Mine or at such other time as may be determined by the Management Committee, the Management Committee may cause 




2







 





the
disbursement to the venturers of any excess funds remaining in the Reclamation Fund by delivery to the Manager of written instructions executed by at least one member of the Management Committee
who serves as a representative of Western and at least one member of the Management Committee who serves as a representative of Kiewit. 



        (i)    Notwithstanding
anything contained herein apparently to the contrary, any and all expenses incurred by the Manager in connection with reclamation of stripped lands and
maintenance of the environment, including the establishment of policies, representation before courts or governmental regulatory agencies, and actual implementation of such policies, shall be
reimbursed to it by Decker Coal. The Manager shall be entitled to receive disbursements from the Reclamation Fund for such cash costs only to the extent they constitute cash costs for final mine
reclamation at the Mine and only to the extent of any shortfall in Decker Coal operating cash flow (after final mine reclamation costs) during the calendar year in which such cash costs are incurred.
The Manager shall account for all such cash costs in the same manner as set forth in Section 12 hereinafter. With respect to those cash costs that constitute expenses reimbursable out of the
Reclamation Fund for final mine reclamation at the Mine, at least one member of the Management Committee who serves as a representative of Western and at least one member of the Management Committee
who serves as a representative of Kiewit shall promptly execute written instructions providing for the reimbursement of the Manager therefor from the Reclamation Fund." 





Except
as hereby amended, all other terms and provisions of the Joint Venture Agreement shall remain in full force and effect. 


3









 



































  
        IN WITNESS WHEREOF, Western, KMG, and Montana Royalty (by its general partners) have executed the foregoing Amendment No.     effective as of the day and year first
written above. 



							
	ATTEST:	 	WESTERN MINERALS, INC.

an Oregon corporation
	
 By:	
 	
/s/ [ILLEGIBLE]








 	
 	
By:	
 	
/s/ [ILLEGIBLE]






 
	Its:	 	Vice President







 	 	Its:	 	President






 
	

ATTEST:	
 	
KIEWIT MINING GROUP, INC.

a Delaware corporation
	
 By:	
 	
/s/ [ILLEGIBLE]







 	
 	
By:	
 	
/s/ [ILLEGIBLE]






 
	Its:	 	Vice President







 	 	Its:	 	Senior Vice President






 
	

ATTEST:	
 	
MONTANA ROYALTY COMPANY. LTD.
	 	 	 	 	By its General Partners:
	

 	
 	
 	
 	
RESOURCE DEVELOPMENT CO., INC.
	
 By:	
 	
/s/ [ILLEGIBLE]







 	
 	
By:	
 	
/s/ [ILLEGIBLE]






 
	Its:	 	Vice President







 	 	Its:	 	President






 
	

 	
 	
 	
 	
 	
 	
and
	

 	
 	
 	
 	
ROSEBUD COAL SALES COMPANY
	
 By:	
 	
/s/ [ILLEGIBLE]







 	
 	
By:	
 	
/s/ [ILLEGIBLE]






 
	Its:	 	Vice President







 	 	Its:	 	President






 




4













































  ATTACHMENT A  


 Final Mine Closure, Reclamation, and

Other Environmental Related Activities  


	1.
	Final
Pit Closure—All costs associated with bringing the final mining pit to the elevation shown on the approved post-reclamation
surface contour map.



	2.
	Ramp
Closure—All costs associated with bringing the ramp areas to the elevation shown on the approved post-reclamation contour map.
Typically, drainages are routed through ramps.



	3.
	Soil
Removal—All costs associated with removal of soil associated with final closure.



	4.
	Soil
Application—All costs associated with soil application associated with final closure.



	5.
	Facility
Decommissioning—All costs associated with demolition and disposal of office, shop, and support buildings, and removal and disposal of
fences, pavement, power poles, tanks, and other



	6.
	Revegetation—All
costs associated with revegetation during closure, including seed, seeding, mulching and fertilization.



	7.
	Post-Mining
Monitoring—All costs associated with monitoring activities during and after closure activities. This includes monitoring
of soils, vegetation, hydrology, wildlife, overburden, and groundwater.



	8.
	Supervisory,
General, and Administrative costs associated with items 1-7 above.



	9.
	Bonding
costs associated with items 1-7 above.



	10.
	All
other final reclamation activities which may become necessary in order to close the mine and secure the release of the bond. 








 



































   AMENDMENT NO. 9

TO

DECKER COAL COMPANY AGREEMENT  


        THIS AGREEMENT is made as of the            day
of                        , 1998, by and between KENNECOTT ENERGY
COMPANY, a Delaware corporation, as successor-in-interest to WESTERN MINERALS, INC. A Delaware
corporation (hereinafter, "Kennecott"); KIEWIT MINING GROUP, INC., a Delaware corporation
(hereinafter, "Kiewit Mining"); and MONTANA ROYALTY COMPANY LIMITED, a limited partnership between  RESOURCE DEVELOPMENT
COMPANY, INC., a Washington corporation and ROSEBUD COAL SALES COMPANY, a
Wyoming corporation, as general partners, and, PETER KIEWIT SONS' CO., a Nebraska corporation as a limited partner (hereinafter,
"Montana Royalty"). 


Recitals  


        1.     Kennecott, Kiewit Mining and Montana
Royalty (hereinafter collectively referred to as "the Parties" or "Party") are
parties to the Decker Coal Company Agreement, dated September 1, 1970 and amended as follows: 



amended
by the Supplement to Decker Coal Company Agreement, dated January 1, 1974;

amended by Amendment No. 2 to Decker Coal Company Agreement, dated December 1, 1977;

amended by Amendment No. 3 to Decker Coal Company Agreement, dated August 24, 1978;

amended by Amendment No. 4 to Decker Coal Company Agreement, dated January 1, 1982;

amended by Amendment No. 5 to Decker Coal Company Agreement, dated July 9, 1983;

amended by Amendment No. 6 to Decker Coal Company Agreement, dated May 7, 1985;

amended by Amendment No. 7 to Decker Coal Company Agreement, dated January 1, 1989; and,

amended by Amendment No. 8 to Decker Coal Company Agreement, dated January 1, 1989; 




(hereinafter
collectively referred to as "The Decker Coal Company Agreement"). 



        2.     The
Parties now desire to delete Sections 11.(c) and 11.(d) of the Decker Coal Company Agreement, as amended, in order to utilize instruments of surety to assure
funds are availability for the final reclamation of Decker Coal Company's mining site and facilities. Said surety instruments shall be of a cash value commensurate with each Party's proportionate
share of the final reclamation cost estimate as developed by the Manager and approved by the Management Committee. The surety instruments shall replace and substitute for assets currently held in the
Reclamation account. 


        2.1   Each
Party shall provide a surety instrument to the Manager in an amount equal to or greater than their proportionate share of the dollar amount required to fund the
final reclamation expenditures assuming the cost and timing criteria developed by the Manager and approved by the Management Committee. 


        2.2   The
Reclamation Fund Manager shall liquidate the investment held by the Reclamation Funds. After all funds from that liquidation are received, the Manager shall be
distributed the funds to the Parties having provided surety instruments, proportionately in accordance with their interest in Decker Coal Company. 



        2.3   The
parties hereto find it in their best and mutual interests to amend the Decker Coal Agreement to so provide. 


1







 

        NOW
THEREFORE, in consideration of the foregoing representations, which are hereby made a part of this Agreement, and in consideration of the mutual benefits, promises, conditions and
covenants hereinafter set forth, it is mutually agreed between the parties as follows: 


Agreement  


        Sections 11.(b), 11.(c), and 11.(d) of the Decker Coal Company Agreement, as amended by Amendment No. 8, shall be amended
to read in their entirety as follows: 



        *11.(b)    Reclamation Fund.    The reclamation fund created by Amendment 8 shall be replaced
by surety instruments in the following manner: 



        (i)    Surety Amount.    On or before December 31, 1998 and on or before
December 1 each year thereafter, or until otherwise agreed, the Management Committee shall determine the total dollar amount that shall be required to fund the final mine reclamation and the
expected timing of the final reclamation of the Decker Coal Company mining sites and facilities. For purposes of this Agreement, "final mine reclamation" shall mean those activities described on
Attachment A to Amendment No.8 to the Decker Coal Company Agreement. The estimate of required funds shall be stated in constant dollars terms. The surety amount shall equal the initial investment
that, if made on January 1 of the following year and grow in value at an after-tax rate of three percent (3%) annually, would supply the necessary money to fund the final mine
reclamation in the year(s) estimated by the Management Committee. 


        (ii)    Surety Instruments.    On or before March 1, 1999 and on or before
March 1 each year thereafter, the Parties shall either; 1) amend the existing surety instrument to the revised surety amount, or 2) deliver to the Manager a Surety Instrument with
a value equal or greater than their proportionate share of the surety amount as described in 11.(b)(i) above. 


        (iii)    Surety Instrument Criteria.    A surety instrument utilized to satisfy yearly
submissions of the required surety amount shall meet the following criteria: 



        (a)   The
surety instrument must be a letter of credit or surety bond; and, 


        (b)   except
in the event that the surety is returned to the issuing financial institution, the surety instrument must be irrevocable; and, 



        (c)   the
issuer of the surety instrument must be a financial institution with a credit rating of at least A, as shown by current rating information from Moody's Investor
Services or Standard & Poor's; and, 


        (d)   the
surety instrument must contain the following information: (i)                         , (ii)
                         , (iii)
                         ; and, 



        (e)   the
surety instrument must include the Decker Coal Company and the other Party as named beneficiaries. 




        (iv)    Amendment of Surety Instrument.    When the value of a surety instrument is less than
the surety amount established by the Management Committee for the current year, then such surety instrument shall be amended to an amount equal to or greater than the current year surety amount
defined in 11.(b)(i) above. If required, Surety instruments shall be amended on or before March 1st of each year. 



        (v)    Notification of Non-Compliance.    If a surety instrument or the issuer of
said surety instrument no longer meets the criteria of subparagraph 11.(b)(ii)(iv)(v) set forth above, then the Manager, or the other Party if the Manager is not in compliance, shall send
written notification of non-compliance to all parties by certified U.S. mail. 




2







 


        (vi)    Failure to Cure.    If a Party receives a notification of non-compliance
and fails to cure within thirty (30) days in the manner specified above, then the Manager shall demand and draw payment under the surety instrument in accordance with subparagraph 11.(b)
(v), set forth below. Forfeiture of a surety instrument does not relieve the non-compliant Party of its responsibility to fund its proportionate share of final mine reclamation
expenditures. 


        (vii)    Demand for Payment under Surety Instrument.    Demand for payment shall be made to
the issuer of the surety instrument in writing by the Manager or the beneficiaries, and shall include a verified statement that the Party posting the surety instrument has not adequately amended its
surety instrument or made a cash contribution equal to the amount required to cure. 


        (viii)    Payment or Renewal of Surety Instrument.    Any demand for payment by the Manager
or, a beneficiary, which does not comply with the requirements of subparagraph 11.(b)(v), shall not be honored by the issuer of the surety. If payment of the required cash value, or,
amendment/renewal of the surety instrument, occurs within thirty (30) days of receipt of notification of non-compliance pursuant to subparagraphs 11.(d)(vii), set forth
above, then there shall be no right to draw or demand payment under the surety instrument. 


        (ix)    Beneficiaries.    The surety instrument shall name the Decker Coal Company Reclamation
Fund and, the other Party, as beneficiaries; and, shall be payable to the reclamation fund or the beneficiaries within ten days of issuer's receipt of a demand for payment. 




        11.(c)    Distribution of Assets from Reclamation Fund.    



        (i)    Liquidation of Holdings.    The Reclamation Fund Manager shall by February 1,
1999 confirm that the Parties have supplied accepted Surety Instruments in the value required. By March 1, 1999, the Reclamation Fund Manager for the percentage of which Surety Instruments
meeting the criteria defined in 11.(b) (iii) shall convert tht percentage of the assets held by the Reclamation fund into cash by March 1, 1999. 



        (ii)    Distribution to Parties.    By March 15, 1999, the Reclamation Fund Manager
shall distribute the cash from the liquidation of holding to the Parties that have submitted Surety Instruments meeting the criteria defined in 11.(b)(iii) above. 


        (iii)    Future Reclamation Fund Holdings.    If the Manager calls upon a Surety Instrument as
allowed in 11.(b)(xx), and receives funds from the issure of the Surety Instruments, such funds shall be deposited into the Reclamation Fund and remain in the fund until required to fund final mine
reclamation. 


        (iv)    Allocation of Taxable Earnings.    Taxable earnings on funds reimbursed from the
reclamation account shall be allocated in proportion to the account balances on the date that the income was earned. Pro rata allocations of funds due to each party shall be computed by the
reclamation fund manager. All state and federal taxes assessed, required to be assessed, or, otherwise resulting from allocation of the funds and/or withdrawal of monies from the reclamation account,
shall be paid by the responsible party in accordance with the Federal Internal Revenue Code and applicable state tax codes in effect at the time of any withdrawal of funds from the account. 




3







 





        Except
as hereby amended, all other terms, conditions and provisions of the Decker Coal Agreement, as amended shall remain in full force and effect. IN WITNESS WHEREOF,  Kennecott, Kiewit Mining and
Montana Royalty have executed the foregoing  Amendment No. 9 to Decker Coal Agreement, effective as of the day and year first written above.




							
	ATTEST:	 	 KENNECOTT ENERGY COMPANY

a Delaware corporation
	
 By:	
 	








 	
 	
By:	
 	
 






 
	Its:	 	







 	 	Its:	 	 






 
	

ATTEST:	
 	
 KIEWIT MINING COMPANY, INC.

a Delaware corporation
	
 By:	
 	








 	
 	
By:	
 	
 






 
	Its:	 	







 	 	Its:	 	 






 
	

ATTEST:	
 	
 MONTANA ROYALTY COMPANY, INC.

a limited partnership
	
 By:	
 	








 	
 	
By:	
 	
 






 
	Its:	 	







 	 	Its:	 	 






 




4








 



































   AMENDMENT NO. 10

TO

DECKER COAL COMPANY AGREEMENT  


        Amendment No. 10 (this "Amendment") to AGREEMENT, made as of the 1st day of January, 1999, between and
among WESTERN MINERALS, INC., an Oregon corporation ("Western"); KCP INC., a Delaware corporation ("KCP"); and MONTANA ROYALTY COMPANY LIMITED, a limited partnership between Resource
Development Company, Inc. a Washington corporation, and Rosebud Coal Sales Company, a Wyoming corporation, as general partners, and Whitney Holding Corp., a Nebraska corporation, as a limited
partner ("Montana Royalty"). For purposes of this Amendment only, "Party" shall refer to Western and KCP only, and not to Montana Royalty. 


RECITALS  


        A.    Western,
KCP, and Montana Royalty are parties to the Decker Coal Company Agreement, dated as of the 1st day of September, 1970, as amended by a
supplement dated as of January 1, 1974, by Amendment No. 2 dated as of December 1, 1977, by Amendment No. 3, dated as of August 24, 1978, by Amendment No. 4,
dated as of January 1, 1982, by Amendment No. 5, dated as of July 9, 1983, by Amendment No. 6, dated as of May 7, 1985, by Amendment No. 7, dated as of
January 1, 1989, by Amendment No. 8, dated as of January 1, 1989 ("Amendment 8"), and by Amendment No. 9, dated as of December 13, 1990 (the Decker Coal Company
Agreement as so amended being hereinafter referred to as the "Joint Venture Agreement"). 


        B.    Western,
KCP and Montana Royalty now desire to amend the Joint Venture Agreement to provide for the funding of the reclamation fund established under Section 11 of
the Joint Venture Agreement through delivery of letters of credit. 


        The
parties therefore agree as follows: 


AGREEMENT  


        Section 11(b),
Section 11(c), and Section 11 (d) of the Joint Venture Agreement shall be amended and restated to read in their entirety as follows: 



        (b)   Decker
Coal shall maintain a segregated fund (the "Reclamation Fund") to finance a portion of "final mine reclamation" at the Decker mine in Big Horn County, Montana
(the "Mine"). For purposes of this Agreement, "final mine reclamation" shall mean those activities described on Attachment A attached to Amendment 8 and incorporated herein by this
reference. Decker Coal shall maintain on its books and records a separate subaccount of the Reclamation Fund for each Party (a "Subaccount"). The Manager shall credit to each Party's Subaccount:
(1) cash contributed by such Party to the Reclamation Fund, (ii) investments, at current fair market value, of Funds contributed by such Party to the Reclamation Fund, and
(iii) the face amount of any Qualified Letter of Credit issued for the account of the Party and held by the Manager for use in the Reclamation Fund. A Qualified Letter of Credit shall be an
irrevocable letter of credit (A) issued by a commercial bank organized in the United States having capital and surplus in excess of $500,000,000, (B) issued for the account of a Party
and the benefit of Decker Coal Company, (C) having a term of at least one year from the date of issuance, (D) otherwise substantially in the form of Exhibit A hereto and
(E) dated not later than the date of delivery of the letter of credit to the Manager. 


        (c)   (i)
Each Party must maintain at all times a total amount credited to its Subaccount equal to or exceeding the Required Amount. The Required Amount for each Party for any
year shall be the amount set forth for the Party for that year at Schedule A hereto The Required Amount for any year is intended to be an amount, when invested in that year in U. S. government
securities of 



1







 




appropriate
maturities, sufficient to fund that Party's share of the remaining negative cash flows expected to result from expenditures for final reclamation costs. On or before November 1 of
each year beginning November 1, 2000, the Manager shall review its projection of final mine reclamation costs and
recommend to the Management Committee whether Schedule A should be amended to require additional funding or to reduce required levels of funding in anticipation of an increase or decrease in
final mine reclamation costs, rates of inflation or rates of return on U.S. government securities. The Management Committee shall determine, on or before December 31 of each such year, whether
to so amend Schedule A. Any such amendment to Schedule A shall take effect on March 1 of the next calendar year. If the Management Committee does not approve such an amendment by
December 31, Schedule A as then in effect shall continue to apply for purposes of determining the Required Amount for the next calendar year. 


        (ii)   On
or before January 31 of each year beginning January 31, 1999, the Manager shall send to each Party a notice which sets forth (A) the Required
Amount for that year, as determined in accordance with Section 11 (c)(i), (B) the amount credited to the Subaccount of each Party as of December 31 of the previous year,
(C) the allocation of such amounts between cash held in the Reclamation Fund, investments held in the Reclamation Fund and any Qualified Letters of Credit, and (D) the additional amount,
if any, required to be credited to the Subaccount of each Party not later than March 1 of that calendar year, as provided in Section 11(c)(iii). 


        (iii)  If
the Required Amount is increased from the Required Amount for the previous year pursuant to Section 11(c)(i), each Party will fund the corresponding increase
in the Required Amount before March 1 through additional contributions of cash to the Reclamation Fund and/or substitution of a substitute Qualified Letter of Credit. If a Party has not funded
the increase in the Required Amount on or before March 1 the Manager shall promptly provide written notice of such failure to each Party. The Manager shall draw upon any Qualified Letter of
Credit issued for the account of the Party in full if the Party fails, on or before March 15, to so contribute or commit the additional Required Amount to the Reclamation Fund as a result of
any annual adjustment of Schedule A. 


        (iv)  Each
Party shall be entitled at any time, but not more than twice in any calendar year, to withdraw from the Reclamation Fund any cash or investments credited to its
Subaccount to the extent that the total amount credited and committed to its Subaccount exceeds the then applicable Required Amount. A Party may request a withdrawal from the Reclamation Fund by
delivery to the Manager of a notice which sets forth a request for withdrawal, and the Manager shall deliver such funds to the Party within 10 business days of receipt of the request. 



        (v)   If
a Party has delivered a Qualified Letter of Credit in satisfaction of its obligation under Section 11(c)(i), the Party must deliver to the Manager for credit
to its Subaccount at least 30 calendar days before the expiration of that Qualified Letter of Credit, cash and/or a substitute Qualified Letter of Credit in an amount sufficient to maintain a credit
to its Subaccount of the Required Amount. If a Party fails to so deliver cash and/or substitute Qualified Letter of Conduct, the Manager shall promptly provide notice of such failure to each Party. If
the Party fails to deliver cash and/or a substitute Qualified Letter of Credit by the 15th day before the expiration of the Qualified Letter of Credit, the Manager shall draw the
full amount of the Qualified Letter of Credit in accordance with Section 11(d)(iii). Each Party shall be entitled at any time to the return of any Qualified Letter of Credit held by the Manager
for credit to its Subaccount if it delivers to the Manager cash or a substitute Qualified Letter of Credit in an amount sufficient to maintain a credit to its Subaccount of an amount at least equal to
the then applicable Required Amount. Upon tender of such cash or
substitute Qualified Letter of Credit, the Manager shall promptly deliver the original Qualified Letter of Credit to the Party. 



2







 

        (d)   (i)
If the Manager has authority to withdraw funds from the Reclamation Fund pursuant to Section 11(f) or 11(i), the Manager shall withdraw equal amounts credited
to the Subaccounts of each Party. The Manager shall first withdraw any cash held in the Reclamation Fund and credited to that Subaccount. If any cash held in the Reclamation Fund and credited to a
Party's Subaccount is not sufficient to fund the Party's share of the withdrawal, the Manager shall promptly provide notice of such failure to each Party. If by the 15th day
following the notification, the Party fails to deliver the required cash amount, the Manager shall draw upon the Qualified Letter of Credit to the extent of the insufficiency. 



        (ii)   Notwithstanding
any other provision of this Section 11, if at any time the amount credited to a Party's Subaccount is less than the Required Amount, the Manager
shall draw in full upon any Qualified Letter of Credit issued for the account of the Party, and deposit such funds in the Reclamation Fund for credit to the Subaccount of the Party. 


        (iii)  The
Manager shall draw the full amount of the Qualified Letter of Credit issued for the account of a Party and deposit those funds into the Reclamation Fund for credit
to the Subaccount of the Party if at any time any of the following events shall have occurred: 



	(a)
	a
Party shall (i) become insolvent, (ii) made an assignment for the benefit of creditors, (iii) have filed a voluntary petition in
bankruptcy, (iv) have had filed against it an involuntary petition in bankruptcy, or (v) have requested the appointment of a trustee or a receiver to manage its affairs;



	(b)
	the
issuer of the Qualified Letter of Credit shall fail to qualify as a Qualified Bank; or



	(c)
	a
substitute Qualified Letter of Credit shall not have been delivered to the Manager at least 15 days prior to the expiration of the then outstanding
Qualified Letter of Credit. 




        (iv)  Notwithstanding
any other provision of this Agreement, funds on deposit in the Reclamation Fund shall be considered to be the assets of Decker Coal Company, and not the
separate assets of any Party. 


        (v)   All
taxable income and loss attributable to the funds held in a Subaccount of the Reclamation Fund shall be specially allocated to the Party for whom the Subaccount was
established. 


        (vi)  In
the event that there exists at any time a shortfall with respect to a Party's Subaccount, the Manager shall withhold funds otherwise distributable to the Party
pursuant to this Agreement, and to deposit such funds in the in the Reclamation Account for credit to the Subaccount of such Party. The Manager, in addition to withholding such funds, shall be
entitled to pursue any other remedies provided in this Agreement or applicable law in the event of any such shortfall. 


        (vii) Any
notice of failure to timely deliver cash and/or a substitute Qualified Letter of Credit pursuant to Section 11(c)(iii) or 11(c)(v) shall describe the
failure, set forth the Manager's intention to draw on the Qualified Letter of Credit at the time specified therein, and state the date that the draw is to be effective. 



3









 




































 
        IN WITNESS WHEREOF, the parties have executed the foregoing Amendment No. 10 effective as of the day and year first written above. 



									
	ATTEST:	 	 	 	WESTERN MINERALS, INC.

an Oregon corporation
	
 By:	
 	








 	
 	
 	
 	
By:	
 	
/s/ [ILLEGIBLE]







 
	Its:	 	







 	 	 	 	Its:	 	President







 
	

ATTEST:	
 	
 	
 	
KCP, INC. a Delaware corporation
	
 By:	
 	








 	
 	
 	
 	
By:	
 	
/s/ Christopher J. Murphy







  Christopher J. Murphy
	Its:	 	







 	 	 	 	Its:	 	Authorized Representative







 
	

ATTEST:	
 	
 	
 	
MONTANA ROYALTY COMPANY, LTD.
	
 By:	
 	








 	
 	
 	
 	
By:	
 	
/s/ Christopher J. Murphy






  Christopher J. Murphy
	Its:	 	







 	 	 	 	Its:	 	Authorized Representative








 
	

 	
 	
 	
 	
 	
 	
 	
 	
 and
	

ATTEST:	
 	
 	
 	
ROSEBUD COAL SALES COMPANY
	
 By:	
 	








 	
 	
 	
 	
By:	
 	
/s/ Christopher J. Murphy






  Christopher J. Murphy
	Its:	 	







 	 	 	 	Its:	 	Authorized Representative







 




4













































 AMENDMENT NO. 10—SCHEDULE A  


 DECKER COAL COMPANY  


1996 LIFE OF MINE STUDY—CASE 6—1997 KENNECOTT UPDATE  


 ESTIMATE OF RECLAMATION REQUIRED AMOUNT FOR THE PARTNERS  





					
	 	 	 	 	 INFLATION RATE: 2.000%






 





																														
	YEAR




 
	 	OPERATING

INCOME 	 	PLUS:

DEPRECIATION 	 	PLUS:

CASH

RECLAMATION

COSTS 	 	COMBINED

CASHFLOW TO

PARTNERS 	 	NEGATIVE

ASH FLOWS 	 	NEGATIVE

CASH FLOWS

INFLATED 	 	INFLATION

FACTOR @

2.00% 	 	REQUIRED

AMOUNT @

6.00% 	 	EACH

PARTNER

REQUIRE

AMOUNT

6.00% 	 
	 	1999	 	 	25,574	 	 	7,552	 	 	(1,206	)	 	31,920	 	 	—	 	 	—	 	 	1.00995	 	$	61,000	 	$	30,500	 
	 	2000	 	 	26,647	 	 	7,194	 	 	(528	)	 	33,313	 	 	—	 	 	—	 	 	1.03015	 	$	61,000	 	$	30,500	 
	 	2001	 	 	21,322	 	 	6,506	 	 	(591	)	 	27,237	 	 	—	 	 	—	 	 	1.05075	 	$	61,000	 	$	30,500	 
	 	2002	 	 	23,645	 	 	6,185	 	 	(596	)	 	29,234	 	 	—	 	 	—	 	 	1.07177	 	$	61,000	 	$	30,500	 
	 	2003	 	 	21,044	 	 	5,482	 	 	(606	)	 	25,920	 	 	—	 	 	—	 	 	1.09320	 	$	61,000	 	$	30,500	 
	 	2004	 	 	21,075	 	 	5,179	 	 	(2,773	)	 	23,481	 	 	—	 	 	—	 	 	1.11507	 	$	61,000	 	$	30,500	 
	 	2005	 	 	6,746	 	 	4,465	 	 	(6,849	)	 	4,362	 	 	—	 	 	—	 	 	1.13737	 	$	61,000	 	$	30,500	 
	 	2006	 	 	(2,612	)	 	3,914	 	 	(6,884	)	 	(5,582	)	 	(5,582	)	 	(6,476	)	 	1.16012	 	$	61,000	 	$	30,500	 
	 	2007	 	 	(100	)	 	3,705	 	 	(5,401	)	 	(1,796	)	 	(1,796	)	 	(2,125	)	 	1.18332	 	$	61,000	 	$	30,500	 
	 	2008	 	 	561	 	 	3,616	 	 	(6,292	)	 	(2,115	)	 	(2,115	)	 	(2,553	)	 	1.20698	 	$	61,000	 	$	30,500	 
	 	2009	 	 	569	 	 	3,617	 	 	(6,386	)	 	(2,200	)	 	(2,200	)	 	(2,708	)	 	1.23112	 	$	61,000	 	$	30,500	 
	 	2010	 	 	785	 	 	3,617	 	 	(6,580	)	 	(2,178	)	 	(2,178	)	 	(2,735	)	 	1.25575	 	$	61,000	 	$	30,500	 
	 	2011	 	 	776	 	 	3,525	 	 	(7,681	)	 	(3,380	)	 	(3,380	)	 	(4,329	)	 	1.28086	 	$	61,000	 	$	30,500	 
	 	2012	 	 	274	 	 	3,444	 	 	(5,575	)	 	(1,857	)	 	(1,857	)	 	(2,426	)	 	1.30648	 	$	61,000	 	$	30,500	 
	 	2013	 	 	1,242	 	 	3,273	 	 	(2,018	)	 	2,497	 	 	—	 	 	—	 	 	1.33261	 	$	62,000	 	$	31,000	 
	 	2014	 	 	278	 	 	3,310	 	 	(1,812	)	 	1,776	 	 	—	 	 	—	 	 	1.35926	 	$	66,000	 	$	33,000	 
	 	2015	 	 	(200	)	 	—	 	 	(4,050	)	 	(4,250	)	 	(4,250	)	 	(5,892	)	 	1.38645	 	$	70,000	 	$	35,000	 
	 	2016	 	 	(200	)	 	—	 	 	(13,205	)	 	(13,405	)	 	(13,405	)	 	(18,957	)	 	1.41417	 	$	67,000	 	$	33,500	 
	 	2017	 	 	(200	)	 	—	 	 	(13,938	)	 	(14,138	)	 	(14,138	)	 	(20,393	)	 	1.44246	 	$	51,000	 	$	25,500	 
	 	2018	 	 	(200	)	 	—	 	 	(8,958	)	 	(9,158	)	 	(9,158	)	 	(13,474	)	 	1.47131	 	$	33,000	 	$	16,500	 
	 	2019	 	 	(200	)	 	—	 	 	(7,723	)	 	(7,923	)	 	(7,923	)	 	(11,890	)	 	1.50073	 	$	20,000	 	$	10,000	 
	 	2020	 	 	(200	)	 	—	 	 	(763	)	 	(963	)	 	(963	)	 	(1,474	)	 	1.53075	 	$	9,000	 	$	4,500	 
	 	2021	 	 	(200	)	 	—	 	 	(763	)	 	(963	)	 	(963	)	 	(1,504	)	 	1.56136	 	$	8,000	 	$	4,000	 
	 	2022	 	 	(200	)	 	—	 	 	(763	)	 	(963	)	 	(963	)	 	(1,534	)	 	1.59259	 	$	7,000	 	$	3,500	 
	 	2023	 	 	(200	)	 	—	 	 	(763	)	 	(963	)	 	(963	)	 	(1,564	)	 	1.62444	 	$	6,000	 	$	3,000	 
	 	2024	 	 	(200	)	 	—	 	 	(763	)	 	(963	)	 	(963	)	 	(1,596	)	 	1.65693	 	$	4,000	 	$	2,000	 
	 	2025	 	 	(200	)	 	—	 	 	(763	)	 	(963	)	 	(963	)	 	(1,628	)	 	1.69007	 	$	3,000	 	$	1,500	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	TOTAL	 	 	145,626	 	 	74,584	 	 	(114,230	)	 	105,980	 	 	(73,760	)	 	(103,258	)	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 Assumptions:  



	1)
	Use
Case 6, 1996 Life of Mine Study as updated in 1997 for Kennecott.



	2)
	Use
mid-year convention for computing inflation factors.



	3)
	Assume
positive cashflows will be distributed to the parties.



	4)
	Negative
cashflows represent cash calls to the partners and won't be funded by operations.



	5)
	Required
Amount should cover negative cashflows adjusted for inflation. 

















































   AMENDMENT NO. 11

TO

DECKER COAL COMPANY AGREEMENT  


        Amendment No. 11 (this "Amendment") to JOINT VENTURE AGREEMENT, made as of the 9th day of April 2002,
between and among WESTERN MINERALS, INC., an Oregon corporation ("Western"); KCP INC., a Delaware corporation ("KCP"); and MONTANA ROYALTY COMPANY LIMITED, a limited partnership among
Resource Development Company, Inc. a Washington corporation, and Rosebud Coal Sales Company, a Wyoming corporation, as general partners, and Whitney Holding Corp., a Nebraska corporation, as a
limited partner ("Montana Royalty"). For purposes of this Amendment only, "Party" and "Parties" shall refer to Western and KCP only, and not to Montana Royalty. 


RECITALS


        A.    Western,
KCP, and Montana Royalty are parties to the Decker Coal Company Agreement, dated as of the 1st day of September, 1970, as amended by a supplement dated as
of January 1, 1974, by Amendment No. 2 dated as of December 1, 1977, by Amendment No. 3, dated as of August 24, 1978, by Amendment No. 4, dated as of
January 1, 1982, by Amendment No. 5, dated as of July 9, 1983, by Amendment No. 6, dated as of May 7, 1985, by Amendment No. 7, dated as of January 1,
1989, by Amendment No. 8, dated as of January 1, 1989, by Amendment No. 9, dated as of December 13, 1990, and by Amendment No. 10, dated January 1, 1999, (the
Decker Coal Company Agreement as so amended being herein referred to as the "Joint Venture Agreement"). 


        B.    Western,
KCP and Montana Royalty now desire to amend the Joint Venture Agreement to (i) establish an account ("Collateral Account") with Travelers Casualty and
Surety Company of America ("Travelers") pursuant to a Collateral Account Agreement dated as of April 9th, 2002 (as amended, "Collateral Account Agreement") among Travelers, Decker
Coal for the purpose of providing collateral support for Decker Coal's reclamation bonds, and (ii) establish an escrow account with Wachovia Bank, National Association ("Escrow Agent") pursuant
to the Decker Coal Company Reclamation Fund Escrow Agreement dated as of August 30, 2002 ("Escrow Agreement") among Escrow Agent, Decker Coal, Western and KCP for the purposes of transferring
possession, custody, control and management of the Reclamation Fund (as hereinafter defined) to Escrow Agent. 


        The
Parties therefore agree as follows: 


AGREEMENT  


        1.     Capitalized
terms not otherwise defined herein shall have the meaning set forth in the Joint Venture Agreement, Collateral Account Agreement or Escrow Agreement, as
applicable. 


        2.     Section 11
of the Joint Venture Agreement shall be amended to read in its entirety as follows: 



        "11.    Reclamation.    Notwithstanding the second to the last sentence of Section 12 of the Joint Venture
Agreement, which provides for the distribution to the venturers on a monthly or more frequent basis of cash in excess of $10,000, reclamation at the Decker Properties shall be carried out in
accordance with the following: 



        (a)   Subject
to the direction of the Management Committee over reclamation, the Manager shall have sole authority to supervise, control and direct all Decker Coal activities
related to reclamation of stripped lands and maintenance of the environment, including the establishment of policies, representation before courts or governmental regulatory agencies, and actual
implementation of such policies. 


        (b)   (i)    Decker
Coal shall maintain a segregated fund (the "Reclamation Fund") to finance a portion of "final mine reclamation" at the Decker mine in Big Horn
County, Montana (the "Mine"). For purposes of this Agreement, "final mine reclamation" shall mean those activities described on Attachment A attached to Amendment No. 8 and incorporated 









 





herein
by this reference. Decker Coal shall maintain on its books and records a separate sub account of the Reclamation Fund for each Party (a "Sub Account"). The Manager shall credit to each Party's
Sub Account: (i) cash contributed by such Party to the Collateral Account and/or Escrow Account, (ii) investments, at current fair market value, contributed by such Party to the
Collateral Account and/or Escrow Account, and (iii) the face amount of any Qualified Letter of Credit issued for the account of the Party and held by Travelers within the Collateral Account
and/or held by Escrow Agent within the Escrow Account. A Qualified Letter of Credit shall be an irrevocable letter of credit (A) issued by a commercial bank organized in the United States
having capital and surplus in excess of $500,000,000, (B) issued for the account of a Party, and, for the benefit of Travelers or Escrow Agent, or for the benefit of Decker Coal and validly
assigned to Travelers or Escrow Agent, and (C) having a term of at least one (1) year from the date of issuance. 


        (ii)   As
of the date of this Amendment, Decker Coal maintains approximately Twenty Seven Million Dollars ($27 million) of cash and cash equivalents within the
Reclamation Fund. This reflects the contributions of KCP and its affiliated predecessors. Within ten business days after the execution of this Amendment, Decker Coal shall cause (i) the
transfer of $20 million in cash from the Reclamation Fund to the Collateral Account (Pledge Collateral Account at Salomon Smith Barney, Inc.) and (ii) the transfer of all
remaining cash and cash equivalents in the Reclamation Fund to the Escrow Account. 


        (iii)  As
of the date of this Amendment, Western maintains a Letter of Credit issued by Wachovia in the amount of Thirty Million, Five Hundred Thousand Dollars
($30.5 million) (the "Western LOC"), payable to Decker Coal. The Western LOC represents Western's portion of the Reclamation Fund. Within ten business days of the execution of this Amendment,
Western shall cause the reissuance of the Western LOC as (i) a Letter of Credit in the amount of $20 million payable to Travelers Casualty and Surety Company of America (the "Collateral
LOC") representing its portion of the collateral supporting Decker Coal's Bond Program and (ii) a Letter of Credit in the amount of Ten Million Five Hundred Thousand Dollars
($10.5 million) payable to the Escrow Agent and representing Western's share of the Escrow Account (the "Escrow LOC"). Decker Coal shall then transfer the Collateral LOC to the Collateral
Account and transfer the Escrow LOC to the Escrow Account. 


        (c)   (i)    Each
Party must maintain at all times a total amount credited to its Sub Account equal to or exceeding the Required Amount. The Required Amount for each
Party for any year shall be the amount set forth for the Party for that year as set forth in Schedule A of Amendment No. 10, which is incorporated herein by this reference. The Required
Amount for any year is intended to be an amount,
when invested in that year in U. S. government securities of appropriate maturities, sufficient to fund that Party's share of the remaining negative cash flows expected to result from expenditures for
final reclamation costs. On or before October 1 of each year beginning October 1, 2002, the Manager shall review its projection of final mine reclamation costs and recommend to the
Management Committee whether Schedule A should be amended to require additional funding or to reduce required levels of funding in anticipation of an increase or decrease in final mine
reclamation costs, rates of inflation or rates of return on U.S. government securities. The Management Committee shall determine by a majority vote of all the Management Committee members, on or
before December 15 of each such year, whether to so amend Schedule A. Any such amendment to Schedule A shall take effect on February 1 of the next calendar year. If the
Management Committee does not approve such an amendment by December 31, Schedule A as then in effect shall continue to apply for purposes of determining the Required Amount for the next
calendar year. 




2







 


        (ii)   On
or before January 31 of each year beginning January 31, 2003, the Manager shall send to each Party a notice which sets forth (A) the Required
Amount for that year, as determined in accordance with Section 11(c)(i), (B) the amount credited to the Subaccount of each Party as of December 31 of the previous year,
(C) the allocation of such amounts between cash held in the Collateral Account and Escrow Account, and any Qualified Letters of Credit held in the Collateral Account and Escrow Account, and
(D) the additional amount, if any, required to be credited to the Subaccount of each Party not later than March 1 of that calendar year, as provided in Section 11 (c)(iii). 


        (iii)  If
for any year, the Required Amount in the Escrow Account is increased from the Required Amount for the previous year pursuant to Section 11(c)(i), each Party
will fund the corresponding increase in the Required Amount before March 1 of the year of the relevant increase through additional contributions of cash to the Escrow Account and/or
substitution of a substitute Qualified Letter of Credit to be held in the Escrow Account. If a Party has not funded the increase in the Required Amount on or before March 1, the Manager shall
apply all distributions due to that Party from and after that March 1 to the Party's Escrow Sub account, until such time as the Sub Account of the Party contains the then applicable Required
Amount. The Manager shall promptly provide written notice of such failure to each Party and the Escrow Agent. Such notice to the Escrow Account shall instruct it to draw upon any Qualified Letter of
Credit issued for the account of the Party in full if the Party fails, on March 15 or the first business day thereafter, to so contribute or commit the additional Required Amount to the Escrow
Account as a result of any annual adjustment of Schedule A. 


        (iv)  If
in accordance with the Collateral Agreement, the required amount in the Collateral Account is increased, each Party shall, within 30 days of notice by the
Manager, provide its share of the increased amount by either an additional cash deposit or a Qualified Letter of Credit to the Collateral Account. If a Party has not funded the increase in the
Collateral Amount on or before the 30th day after notice, the Manager shall apply all distributions due to that Party from that date forward to that Party's Collateral Account,
until such time as the Collateral Account of the Party contains the then applicable amount. 



        (v)   If
in accordance with the Collateral Agreement, the required amount in the Collateral Account is reduced, the funds from such reduction shall be deposited in the Party's
Escrow Sub account. 


        (vi)  If
a Party has delivered a Qualified Letter of Credit in satisfaction of its obligation under Section 11(c)(i), the Party must deliver to the Collateral Agent
and/or Escrow Agent, as applicable (with a copy to the Manager), at least 30 calendar days before the expiration of that Qualified Letter of Credit, cash and/or a substitute Qualified Letter of Credit
in an amount sufficient to maintain a credit to its Subaccount of the Required Amount. If the Party fails to deliver cash and/or a substitute Qualified Letter of Credit by the
15th day before the expiration of the Qualified Letter of Credit, the Collateral Agent and/or Escrow Agent, as applicable, shall be instructed by the Manager to draw the full
amount of the Qualified Letter of Credit in accordance with Section 11(c)(vi). Each Party shall be entitled at any time to the return of any Qualified Letter of Credit held by the Collateral
Agent and/or Escrow Agent for credit to such Party's Subaccount if it delivers to the Collateral Agent and/or Escrow Agent cash or a substitute Qualified Letter of Credit in an amount sufficient to
maintain a credit to its Sub Account of an amount at least equal to the then applicable Required Amount. Upon tender of such cash or substitute Qualified Letter of Credit, the Collateral Agent and/or
Escrow Agent shall promptly deliver the original Qualified Letter of Credit to the Party. 




3













 



































 




        (vii) The
Manager shall instruct the Escrow Agent to draw the full amount of the Qualified Letter of Credit issued for the account of a Party and retain those funds in the
Escrow Account, as applicable, for credit to the Sub Account of the Party if at any time any of the following events shall have occurred: (A) that Party or any of the Affiliates (as defined
below) shall (i) become insolvent, (ii) made an assignment for the benefit of creditors, (iii) have filed a voluntary petition in bankruptcy, (iv) have had filed against it
an involuntary petition in bankruptcy, or (v) have requested the appointment of a trustee or a receiver to manage its affairs; (B) the issuer of the Qualified Letter of Credit shall fail
to qualify as a Qualified Bank; or (C) a substitute Qualified Letter of Credit shall not have been delivered to the Escrow Agent at least 15 days prior to the expiration of the then
outstanding Qualified Letter of Credit. For the purposes hereof, "Affiliate" shall mean any corporation, partnership, limited liability company or other entity which controls or is controlled by any
Party. 


        (d)   if
either Party fails to contribute its portion of the Required Amount (the "failing Party"), the other Party (the "paying Party") may, but is not obligated to,
contribute the failing Party's Required Amount. In such an event, the payment shall be treated as a loan (each, a "Required Amount Loan") by the paying Party to Decker Coal and the failing Party, and
the Manager shall cause such loan to be treated as a disproportionate allocation of the capital accounts until such a loan has been repaid. To the extent that any funds are to be released from the
Escrow Account or the Collateral Account to the Parties, the Manager shall first apply such funds to pay any and all Required Amount Loans and balance the capital accounts of the Parties. A Required
Amount Loan shall accrue interest at the rate of 2% above the prime rate for "Commercial Paper" as published in The Wall Street Journal during the
period commencing with the date a Required Amount Loan is made through the date payment of the loan is made. Interest shall be calculated on the basis of a 365 day year and compounded as of
each December 31. 


        (e)   Except
as otherwise provided herein, withdrawals from the Collateral Account and Escrow Account shall be for the exclusive purpose of funding reclamation activities
required for the Mine or reimbursing Decker Coal or the Parties for funds expended in furtherance of such reclamation. At such time as Decker coal is unable to pay final mine reclamation expenses from
internally generated cash flow, the Manager shall notify the Parties of the amount(s) required. At such time, and at the end of each month thereafter, the Manager shall prepare a Disbursement Request.
For purposes hereof, a "Disbursement Request" shall (i) be addressed to either the Collateral Agent or Escrow Agent, (ii) specify the amount to be disbursed from the Collateral Account
or Escrow Account, as applicable, by each Party, (iii) specify any transfer instructions and (iv) be signed by the Manager and signed by at least one member of the Management Committee
who serves as a representative of Western and at least one member of the Management Committee who serves as a representative of KCP. Disbursement Requests from the Collateral Account shall be in
accordance with paragraphs 7, 8 and 9 of the Supplement Agreement to Collateralized Bond Surety Program Registered Pledge and Master Security Agreement. Disbursement Request from the Escrow
Account shall be withdrawn equally from each Sub account. If the amount held in the Collateral Account or Escrow Account and credited to a Party's Subaccount is not sufficient to fund the Party's
share of the Disbursement Request, the Manager shall promptly notify each Party. If by the 15th day following such notification, the Party fails to pay the required cash amount to
the Collateral Agent or Escrow Agent, as applicable, the other Party may, but shall not be obligated to, pay the required cash on behalf of the failing Party, which payment shall be treated as a
Required Amount Loan for purposes hereof. If the other Party does not exercise its right to make a Required Amount Loan by making payment within 20 days after the initial notification, the
Manager shall prepare an amended Disbursement Request instructing the Collateral Agent or Escrow Agent, as applicable, to draw upon the Party's Qualified Letter of 




4







 





Credit
to the extent of the cash insufficiency. Withdrawals from the Collateral Account and Escrow Account shall be debited to the Sub Accounts of Western and KCP, respectively, on a  pro rata basis according
to the then existing proportion of the Subaccounts of KCP and Western (taking into account the amounts of any outstanding
Required Amount Loans made by either Party). 


        (f)    Upon
the completion of final mine reclamation at the Mine or at such other time as may be determined by the Management Committee, the Management Committee may cause the
disbursement to the Parties of any funds in the Collateral Account and/or Escrow Account to the extent that a Party's Sub Account exceeds the Required Amount and such Party has repaid all Required
Amount Loans to the other party, by delivery to the Collateral Agent or Escrow Agent, as applicable, of written instruments executed by at least one member of the Management Committee who serves as a
representative of Western and at least one member of the Management committee who serves as a representative of KCP. In the event that there exists at any time a shortfall with respect to a Party's
Subaccount, the Management Committee shall notify the Collateral Agent and the Escrow Agent to withhold funds otherwise distributable to the Party, and to retain such funds in the Collateral Account
and/or Escrow Account for credit to the Subaccount of such Party. The Management Committee, in addition to directing such withholding, shall be entitled to pursue any other remedies provided in this
Agreement or applicable law in the event of any such shortfall. 


        (g)   Notwithstanding
anything contained herein apparently to the contrary, any and all expenses, except for the types of costs covered by the Manager's Fee, incurred by the
Manager in connection with reclamation of stripped lands and maintenance of the environment, including the establishment of
policies, representation before courts or governmental regulatory agencies, and actual implementation of such policies, shall be reimbursed to it by Decker Coal. The Manager shall be entitled to
receive disbursements from the Collateral Account or Escrow Account for such cash costs only to the extent they constitute cash costs for final mine reclamation at the Mine and only to the extent of
any shortfall in Decker Coal operating cash flow (after final mine reclamation costs) during the calendar year in which such cash costs are incurred. The Manager shall account for all such cash costs
in the same manner as set forth in Section 12 hereof. With respect to those cash costs that constitute expenses reimbursable out of the Collateral Account or Escrow Account for final mine
reclamation at the Mine, at least one member of the Management Committee who serves as a representative of Western and at least one member of the Management Committee who serves as a representative of
KCP shall promptly execute written instructions providing for the reimbursement of the Manager thereof from the Collateral Account or Escrow Account, as applicable. 



        (h)   All
reclamation expenses (including all final mine reclamation expenses) to the extent they exceed the funds available from the Collateral Account and Escrow Account,
shall be paid as provided in Section 12 and 17 hereof." 




5













 




































 
        IN WITNESS WHEREOF, the Parties have executed the foregoing Amendment No. 11 on August 15, 2002 to be effective as of April 9, 2002. 



					
	 	 	 WESTERN MINERALS, INC.

an Oregon corporation
	

 	
 	
By:	
 	
/s/ [ILLEGIBLE]







 
	 	 	Its:	 	V.P. & CFO







 
	

 	
 	
 KCP, Inc.

a Delaware corporation
	

 	
 	
By:	
 	
/s/ [ILLEGIBLE]







 
	 	 	Its:	 	V.P.







 
	

 	
 	
 MONTANA ROYALTY COMPANY, LTD.
	

 	
 	
By:	
 	
/s/ [ILLEGIBLE]







 
	 	 	Its:	 	Controller







 
	

 	
 	
 ROSEBUD COAL COMPANY
	

 	
 	
By:	
 	
/s/ [ILLEGIBLE]







 
	 	 	Its:	 	V.P.







 




6











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