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EXHIBIT 10.11.2
AMENDMENT NO. 1 TO THE
OPERATING AGREEMENT
OF
SHELBY ENERGY GROUP, L.L.C.
This Amendment No. 1 to the Operating Agreement of Shelby Energy
Group, L.L.C., is made as of the 9th day of April, 1997, by and among the
undersigned who constitute all of the Members of Shelby Energy Group, L.L.C., a
Delaware limited liability company (the "Company").
W I T N E S S E T H:
WHEREAS, the Members of the Company are parties to that certain
Operating Agreement of the Company effective as of the 18th day of February,
1997 (the "Operating Agreement");
WHEREAS, contemporaneously herewith, Simba Group, Inc., a Delaware
corporation, has transferred and assigned its fifty percent (50%) Membership
Interest (and all Membership Units issued in connection therewith) to
Anker-Alabama, L.L.C., a Delaware limited liability company;
WHEREAS, in connection with the aforesaid transfer and assignment,
the Members of the Company believe it to be desirable and in the best interests
of the Company to amend the Operating Agreement of the Company in order to
replace Exhibit A and Exhibit B of the Operating Agreement;
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree to amend the Operating Agreement as follows:
1. Definitions. Terms used herein but not otherwise defined shall
have the same meaning as ascribed to them in the Operating Agreement.
2. Exhibit A. The undersigned, constituting all of the Members of
the Company, hereby agree that Exhibit A to the Operating Agreement, which sets
forth the names and addresses of the Members and the number of Membership Units
held by the Members, shall be amended by and replaced with Exhibit A attached
hereto.
3. Exhibit B. The undersigned, constituting all of the Members of
the Company, hereby agree that Exhibit B to the Operating Agreement, which sets
forth the names and addresses of the Members, the Initial Delayed Capital
Contributions to be made by the
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Members and the number of Membership Units to be issued to the Members in
connection with the Initial Delayed Capital Contributions, shall be amended by
and replaced with Exhibit B attached hereto.
4. Simba Group References. The undersigned, constituting all of the
Members of the Company, hereby agree that all references in the Operating
Agreement to "Simba Group, Inc." shall be replaced with references to
"Anker-Alabama, L.L.C.," all references in the Operating Agreement to "Simba
Group" shall be replaced with references to "Anker-Alabama" and all references
in the Operating Agreement to "Simba Group Managers" shall be replaced with
references to "Anker-Alabama Managers."
5. No other Amendments. Except as otherwise amended, revised or
changed in this Amendment No. 1 to the Operating Agreement, the Operating
Agreement shall remain in full force and effect and shall be binding on the
parties in accordance with its terms.
IN WITNESS WHEREOF, all of the Members of the Company have caused
this Amendment to the Operating Agreement to be executed as of the day and year
first above written.
THE TRANSFERRING MEMBER:
SIMBA GROUP, INC.
By /s/ John J. Faltis
---------------------------
As Its President
REMAINING AND NEW MEMBERS:
KIEWIT ALABAMA MINING COMPANY
By /s/ Bruce Grewcock
---------------------------
As Its President
ANKER-ALABAMA, L.L.C.
By /s/ John J. Faltis
---------------------------
As Its Manager
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EXHIBIT A
Name, Address and Capital Contributions
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GMembers Member Capital Contribution Initial Membership Units
- -------- and Value as of Effective Time ------------------------
------------------------------
Anker-Alabama, L.L.C. $500.00 50
2708 Cranberry Square
Morgantown West Virginia 26505
Kiewit Alabama Mining Company $500.00 50
1000 Kiewit Plaza
Omaha, Nebraska 68131
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EXHIBIT B
Name, Address and Initial Delayed Contribution
Additional
Member Initial Delayed Membership
Members Contribution and Value Units
- ------- ---------------------- -----
Anker-Alabama, L.L.C.. $15,000,000.00, consisting of (i) 1,500,000
2708 Cranberry Square the assignment of Anker-Alabama's
Morgantown, West Virginia 26505 interests in the Fifth Amended and
Restated Negotiable Promissory
Note, dated April 1, 1997, of Oak
Mountain Energy Corporation to
Zither Mining Company, Inc. in
the principal amount of
$9,500,000, as the same may be
hereafter increased from time to
time (the "Note") and (ii) an
amount of cash equal to
$15,000,000 less (A) the
principal amount of
Anker-Alabama's interest in the
Note assigned to the Company
under (i) above, (B) accrued but
unpaid interest attributable to
Anker-Alabama's interest in the
Note and (C) all expenses
incurred by Oak Mountain Group,
Inc., Simba Group, Inc.,
Anker-Alabama, L.LC., their
respective parent corporations
and their respective Affiliates
in connection with the
transactions contemplated by the
Asset Purchase Agreement being
executed contemporaneously
herewith, up to a maximum of
$439,000.
Kiewit Alabama Mining Company $15,000,000.00, consisting of (i) 1,500,000
1000 Kiewit Plaza the assignment of Kiewit
Omaha, Nebraska 60131 Alabama's interests in the Note
and (ii) an amount of cash equal
to $15,000,000 less (A) the
principal amount of Kiewit
Alabama's interest in the Note
assigned to the Company under (i)
above and (B) accrued but unpaid
interest attributable to Kiewit
Alabama's interest in the Note.