IN THE JUDGMENT OF THE
MANAGER, MAINTAIN THE COMPANY'S GOOD STANDING IN EACH SUCH JURISDICTION.
(C)
THE MANAGER AND ANY PERSON TO WHOM THE MANAGER DELEGATES AUTHORITY
UNDER THIS AGREEMENT SHALL BE AN "AUTHORIZED PERSON" WITHIN THE MEANING OF §
18-204(A) OF THE LLC ACT, AND SHALL HAVE THE POWER AND AUTHORITY TO EXECUTE,
FILE AND PUBLISH ANY CERTIFICATES, NOTICES, STATEMENTS OR OTHER DOCUMENTS (AND
ANY AMENDMENTS OR RESTATEMENTS THEREOF) NECESSARY TO PERMIT THE COMPANY TO
CONDUCT BUSINESS AS A LIMITED LIABILITY COMPANY IN EACH JURISDICTION WHERE THE
COMPANY ELECTS TO DO BUSINESS.
2.2
NAME.
THE NAME OF THE LIMITED LIABILITY COMPANY FORMED BY THE
FILING OF THE CERTIFICATE, AS AMENDED BY THE FILING OF THE CERTIFICATE OF
AMENDMENT IS "CLOUD PEAK ENERGY RESOURCES LLC."
THE BUSINESS OF THE COMPANY MAY
BE CONDUCTED UPON COMPLIANCE, TO THE EXTENT NECESSARY OR ADVISABLE IN THE
JUDGMENT OF THE MANAGER, WITH ALL APPLICABLE LAWS UNDER ANY OTHER NAME
DESIGNATED BY THE MANAGER.
2.3
TERM.
THE TERM OF THE COMPANY COMMENCED AS OF THE DATE OF FILING
THE CERTIFICATE AND WILL CONTINUE IN PERPETUITY; PROVIDED THAT THE COMPANY MAY
BE DISSOLVED IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT OR BY THE LLC
ACT.
2.4
HEADQUARTERS OFFICE.
THE COMPANY'S HEADQUARTERS OFFICE SHALL
INITIALLY BE LOCATED IN 505 S. GILLETTE AVENUE, GILLETTE, WYOMING
82716.
THE
MANAGER MAY DETERMINE TO OPEN, CLOSE OR MOVE ANY OFFICE AT ANY TIME IN ITS
ABSOLUTE DISCRETION.
2.5
REGISTERED AGENT AND OFFICE.
THE ADDRESS OF THE COMPANY'S
REGISTERED OFFICE IN THE STATE OF DELAWARE IS C/O CORPORATION SERVICE COMPANY,
2711 CENTERVILLE ROAD, SUITE 400, WILMINGTON, COUNTY OF NEW CASTLE, DELAWARE
19808.
THE NAME OF THE COMPANY'S REGISTERED AGENT AT SUCH ADDRESS IS
CORPORATION SERVICE COMPANY.
THE MANAGER MAY AT ANY TIME DESIGNATE ANOTHER OR
REPLACEMENT REGISTERED AGENT OR REGISTERED OFFICE OR BOTH.
18
2.6
PURPOSE.
THE PURPOSE OF THE COMPANY IS TO ENGAGE IN ANY LAWFUL ACT
OR ACTIVITY FOR WHICH LIMITED LIABILITY COMPANIES MAY BE FORMED UNDER THE LLC
ACT (THE "COMPANY PURPOSES").
2.7
POWERS.
THE COMPANY SHALL HAVE THE POWER AND AUTHORITY TO TAKE ANY
AND ALL ACTIONS NECESSARY, APPROPRIATE, DESIRABLE, ADVISABLE, INCIDENTAL OR
CONVENIENT TO, OR FOR THE FURTHERANCE OF, THE COMPANY PURPOSES, ALONE OR WITH
OTHER PERSONS.
ARTICLE 3
MEMBERS AND INTERESTS
3.1
MEMBERS.
(A)
EACH OF RTEA AND KMS WERE PREVIOUSLY ADMITTED AS A MEMBER TO THE
COMPANY PURSUANT TO THE INITIAL LLC AGREEMENT AND THE FIRST AMENDED AND RESTATED
LLC AGREEMENT, AND THE UNITS HELD BY RTEA AND KMS WERE RECLASSIFIED INTO COMMON
MEMBERSHIP UNITS PURSUANT TO THE SECOND AMENDED AND RESTATED LLC AGREEMENT.
UPON THE EXECUTION OF THIS AGREEMENT AND THE ACQUISITION AGREEMENT, CPE SHALL BE
ADMITTED TO THE COMPANY AS A MEMBER.
FOLLOWING THE INITIAL PURCHASE BY CPE FROM
RTEA OF COMMON MEMBERSHIP UNITS PURSUANT TO THE ACQUISITION AGREEMENT, EACH
PERSON NAMED AS A NON-MANAGING MEMBER ON EXHIBIT A HERETO ON THE DATE HEREOF
SHALL BE DEEMED TO OWN THE NUMBER OF COMMON MEMBERSHIP UNITS SPECIFIED IN
EXHIBIT A, AND THE