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- S-4 Registration of securities issued in business combination transactions
- 3.3 Amended Articles of Incorporation of Dominion Coal Corporation
- 3.4 Bylaws of Dominion Coal Corporation
- 3.5 Certificate of Incorporation of Elk River Minerals Corporation
- 3.6 Bylaws of Elk River Minerals Corporation
- 3.7 Articles of Organization of Energy Resources, LLC
- 3.8 Amended Operating Agreement of Energy Resources, LLC
- 3.9 Amended Certificate of Formation of Gateway Energy & Coke Company, LLC
- 3.10 Limited Liability Company Agreement of Gateway Energy & Coke Company, LLC
- 3.11 Articles of Incorporation of Harold Keene Coal Co., Inc.
- 3.12 Bylaws of Harold Keene Coal Co., Inc.
- 3.13 Amended Certificate of Incorporation of Haverhill North Coke Company
- 3.14 Bylaws of Haverhill North Coke Company
- 3.15 Certificate of Incorporation of Indiana Harbor Coke Company
- 3.16 Bylaws of Indiana Harbor Coke Company
- 3.17 Articles of Incorporation of Indiana Harbor Coke Corporation
- 3.18 Bylaws of Indiana Harbor Coke Corporation
- 3.19 Amended Certificate of Incorporation of Jewell Coal & Coke Company, Inc.
- 3.20 Bylaws of Jewell Coal & Coke Company, Inc.
- 3.21 Articles of Incorporation of Jewell Coke Acquisition Company
- 3.22 Amended and Restated Bylaws of Jewell Coke Acquisition Company
- 3.23 Certificate of Limited Partnership of Jewell Coke Company, L.P.
- 3.24 Amended and Restated Agreement of Limited Partnership of Jewell Coke Company
- 3.25 Amended and Restated Articles of Incorporation of Jewell Resources Corporation
- 3.26 Bylaws of Jewell Resources Corporation
- 3.27 Amended Articles of Incorporation of Jewell Smokeless Coal Corporation
- 3.28 Bylaws of Jewell Smokeless Coal Corporation
- 3.29 Certificate of Formation of Middletown Coke Company, LLC
- 3.30 Limited Liability Agreement of Middletown Coke Company, LLC
- 3.31 Amended Articles of Incorporation of Oakwood Red Ash Coal Corporation
- 3.32 Amended and Restated Bylaws of Oakwood Red Ash Coal Corporation
- 3.33 Amended Articles of Incorporation of Omega Mining, Inc.
- 3.34 Bylaws of Omega Mining, Inc.
- 3.35 Certificate of Formation of Sun Coal & Coke, LLC
- 3.36 Limited Liability Company Agreement of Sun Coal & Coke LLC
- 3.37 Amended Certificate of Formation of Suncoke Energy South Shore LLC
- 3.38 Amended Limited Liability Company Agreement of Suncoke Energy South Shore LLC
- 3.39 Certificate of Formation of Suncoke Technology and Development LLC
- 3.40 Limited Liability Company Agreement of Suncoke Technology and Development LLC
- 3.41 Amended Certificate of Incorporation of Vansant Coal Corporation
- 3.42 Bylaws of Vansant Coal Corporation
- 5.1 Opinion Letter of Wachtell, Lipton, Rosen & Katz
- 5.2 Opinion Letter of Barnes & Thornburg LLP
- 5.3 Opinion Letter of Richards, Layton & Finger, P.a.
- 5.4 Opinion Letter of Williams Mullen
- 12.1 Consolidated Ratio of Earnings to Fixed Charges
- 21.1 Subsidiaries of the Registrant
- 23.1 Consent of Ernst & Young LLP
- 23.6 Consent of Marshall Miller & Associates, Inc.
- 24.1 Powers of Attorney
- 25.1 Statement of Eligibility of Trustee on Form T-1
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 99.3 Form of Letter to Brokers
- 99.4 Form of Letter to Clients
Exhibit 3.10
LIMITED LIABILITY COMPANY AGREEMENT
OF
GATEWAY ENERGY & COKE COMPANY, LLC
A Delaware Limited Liability Company
This Limited Liability Company Agreement of Gateway Energy & Coke Company, LLC (this “Agreement”), dated February 24, 2006, is adopted, executed and agreed to by the Sole Member (as defined below).
1.Formation.Gateway Energy & Coke Company, LLC (the “Company”) has been formed as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (the “Act”).
2.Term.The Company shall have a perpetual existence.
3.Purpose.The purpose of the Company shall be to engage in any lawful business, purpose or activity that may be engaged in by a limited liability company formed under the Act.
4.Sole Member.Sun Coal & Coke Company a Delaware corporation, shall be the sole member of the Company (the “Member”).
5.Contributions.The Member has made an initial contribution to the capital of the Company in the amount of $1,000.00. Without creating any rights in favor of any third party, the Member may, from time to time, make additional contributions of cash or property to the capital of the Company, but shall have no obligations to do so.
6.Distribution.The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidation distributions) made by the Company, and (b) to enjoy all other rights, benefits and interests in the Company.
7.Management.The management of the Company is fully reserved to the Member, and the Company shall not have “managers,” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, who shall make all decisions and take all actions for the Company.
8.Dissolution.The Company shall dissolve and its affairs shall be wound up at such time, if any, as the Member may elect. No other event will cause the Company to dissolve.
9.Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (EXCLUDING ITS CONFLICT OF LAWS RULES).
SUN COAL & COKE COMPANY as sole member | ||
By: | /s/ Loretta J. DiLucido | |
Name: | Loretta J. DiLucido | |
Title: | Secretary |