1. The name of the corporation (hereinafter called the "Corporation") is Straight Creek Resources, Inc.
2. The Articles of Incorporation of the Corporation are hereby amended by striking out the entire Article FIRST thereof and by substituting in lieu of said Article the following new Article:
3. The Amendment of the Articles of Incorporation herein certified has been duly adopted in accordance with the provisions of Sections 271 A.665 and 271 A.895 of the Kentucky Business Corporation Act.
4. The effective date of the Amendment herein certified shall be the date of filing.
Signed and attested to on June 5, 1987.
ARTICLES OF MERGER
OF
CUMBERLAND MOUNTAIN SERVICES CORPORATION, A KENTUCKY CORPORATION
CYPRUS STRAIGHT CREEK CORPORATION, A KENTUCKY CORPORATION
STRAIGHT CREEK MINING COMPANY, A KENTUCKY CORPORATION AND
INTO
CYPRUS CUMBERLAND MOUNTAIN CORPORATION, A KENTUCKY CORPORATION
Pursuant to Kentucky Revised Statute 271A.355, the undersigned corporations adopt the following Articles of Merger:
FIRST: The plan of merger as set forth in Exhibit A attached hereto and made a part hereof was approved by the respective shareholders of Cumberland Mountain Services Corporation, a Kentucky Corporation, Cyprus Straight Creek Corporation, a Kentucky corporation, and Straight Creek Mining Company, a Kentucky corporation, on the 29th day of December, 1988 in the manner prescribed by the Kentucky Revised Statutes and was approved by the shareholders of Cyprus Cumberland Mountain Corporation, a Kentucky corporation, on the 28th day of December, 1988, in the manner prescribed by the Kentucky Revised Statutes.
SECOND: As to each participating corporation, the shareholders of which voted on such plan of merger, the number of shares outstanding and the number of shares entitled to vote on such plan, and the number of such shares voted for and against the plan are as follows:
Number of Number of
Name of Shares Shares Entitled
Corporat ion Outstanding To Vote Voted For Voted Against
- --------------------------- ----------------------- ------------------------- ---------------- --------------
Cumberland 1,000 1,000 1,000 None
Mountain Services
Corporation
Cyprus 1,000 1,000 1,000 None
Cumberland Mountain
Corporation
Cyprus Straight 1,000 1,000 1,000 None
Creek Corporation
Straight Creek 1,000 1,000 1,000 None
Mining Company
THIRD: If the shares of any class were entitled to vote as a class, the designation and number of the outstanding shares of each such class, and the number of shares of each such class voted for and against the plan, are as follows:
Name of Designation Number of Voted
Corporation Of Class Shares Voted For Against
- -------------------------- ------------------------ ------------------ ---------------- -------------
Inapplicable
FOURTH: Pursuant to the merger of Cumberland Mountain Services Corporation, Cyprus Straight Creek Corporation and Straight Creek Mining Company into Cyprus Cumberland Mountain Corporation, the Articles of Incorporation of Cyprus Cumberland Mountain Corporation will be amended by striking out the entire Article FIRST thereof and by substituting in lieu of said Article the following new Article:
"FIRST: The name of the corporation is:
CYPRUS CUMBERLAND COAL CORPORATION
Dated this 28th day of December, 1988.
| CUMBERLAND MOUNTAIN SERVICES
CORPORATION
By: /s D. P. Bellum
Its Executive Vice President
and /s Deborah J. Friedman
Its Assistant Secretary
CYPRUS CUMBERLAND MOUNTAIN
CORPORATION
and /s D. P. Bellum
Its Executive Vice President
and /s Deborah J. Friedman
Its Assistant Secretary
CYPRUS STRAIGHT CREEK CORPORATION
By: /s D. P. Bellum
Its Executive Vice President
and /s Deborah J. Friedman
Its Assistant Secretary
STRAIGHT CREEK MINING COMPANY
By: /s D. P. Bellum
Its Executive Vice President
and /s Deborah J. Friedman
Its Assistant Secretary |
STATE OF COLORADO
COUNTY OF ARAPAHOE | )
)
) |
ss: |
I, Deborah K. Anderson, a notary public, do hereby certify that this 28th day of December, 1988, personally appeared before me D. P. Bellum, who, being by me first duly sworn, declared that he is the Vice President of Cumberland Mountain Services Corporation, that he signed the foregoing document as Vice President of the corporation, and that the statements therein contained are true.
| | /s Deborah K. Anderson
Notary Public |
(Notarial Seal)
My Commission Expires June 10, 1990
STATE OF COLORADO
COUNTY OF ARAPAHOE | )
)
) |
ss: |
I, Deborah K. Anderson, a notary public., do hereby certify that this 28th day of December, 1988, personally appeared before me D. P. Bellum, who, being by me first duly sworn, declared that he is the Vice President of Cyprus Cumberland Mountain Corporation, that he signed the foregoing document as Vice President of the corporation, and that the statements therein contained are true.
| | /s Deborah K. Anderson
Notary Public |
(Notarial Seal)
My Commission Expires June 10, 1990
STATE OF COLORADO
COUNTY OF ARAPAHOE | )
)
) |
ss: |
Deborah K. Anderson, a notary public, do hereby certify that this 28th day of December, 1988, personally appeared before me D. P. Bellum, who, being by me first duly sworn, declared that he is the Vice President of Cyprus Straight Creek Corporation, that he signed the foregoing document as Vice President of the corporation, and that the statements therein contained are true.
| | /s Deborah K. Anderson
Notary Public |
(Notarial Seal)
My Commission Expires June 10, 1990
STATE OF COLORADO
COUNTY OF ARAPAHOE | )
)
) |
ss: |
I, Deborah K. Anderson, a notary public, do hereby certify that this 28th day of December, 1988, personally appeared before me D. P. Bellum, who, being by me first duly sworn, declared that he is the Vice President of Straight Creek Mining Company, that he signed the foregoing document as Vice President of the corporation, and that the statements therein contained are true.
| | /s Deborah K. Anderson
Notary Public |
(Notarial Seal)
My Commission Expires June 10, 1990
EXHIBIT A
PLAN OF MERGER
Each of : Cumberland Mountain Services Corporation, a Kentucky corporation, all of the 1,000 outstanding shares of which are owned by Cyprus Cumberland Mountain Corporation; Cyprus Straight Creek Corporation, a Kentucky corporation, all of the 1,000 outstanding shares of which are owned by Cyprus Coal Company; and Straight Creek Mining Company, a Kentucky corporation, all of the, 1,000 outstanding shares of which are owned by Cyprus Straight Creek Mining Corporation; shall be merged into Cyprus Cumberland Mountain Corporation, a Kentucky corporation, all of the 1,000 outstanding shares of which are owned by Cyprus Coal Company, and Cyprus Cumberland Mountain Corporation shall be the surviving corporation.
The merger of Cumberland Mountain Services Corporation, Cyprus Straight Creek Corporation and Straight Creek Mining Company into Cyprus Cumberland Mountain Corporation is conditional upon the approval of this Plan of Merger by the respective Boards of Directors and the respective stockholders of each of Cumberland Mountain Services Corporation, Cyprus Cumberland Mountain Corporation, Cyprus Straight Creek Corporation and Straight Creek Mining Company and the filing of Articles of Merger with the Secretary of State of the Commonwealth of Kentucky in accordance with the provisions of Sections 271A.355 and 271A.370 of the Kentucky Revised Statutes.
Upon the effectiveness of the merger, each outstanding share of Cumberland Mountain Services Corporation, Cyprus Straight Creek Corporation and Straight Creek Mining Company shall be cancelled and each outstanding share of Cyprus Cumberland Mountain Corporation shall remain issued and outstanding.
TO WHOM IT MAY CONCERN:
The foregoing document was prepared by Deborah J. Friedman of Cyprus Minerals Company.
| | /s Deborah J. Friedman
Deborah J. Friedman
Cyprus Minerals Company
9100 East Mineral Circle
Englewood, CO 80112
(303) 643-5657 |
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
CYPRUS CUMBERLAND COAL CORPORATION
It is hereby certified that:
1. The name of the Corporation (hereinafter called the "Corporation") is Cyprus Cumberland Coal Corporation.
2. The Articles of Incorporation of the Corporation are hereby amended by changing the first Article thereof so that, as amended, said Article shall read as follows:
| | "First: | The name of the corporation is: Straight Creek Coal Resources Company." |
3. The Amendment of the Articles of Incorporation herein certified has been duly adopted in accordance with the provisions of KRS 271B.7-040 and KRS 271B.8-210 of the Kentucky Business Corporation Act.
4. The effective date of the Amendment herein certified shall be the date of filing.
Signed and attested this the 30th day of June, 1998.
| | CYPRUS CUMBERLAND COAL
CORPORATION
BY: William H. Haselhoff
TITLE: Vice President of Administration |
Attest:
By:/s/ Vic Grubb
Title: Treasurer
