ARMSTRONG ENERGY, INC. Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 4th, 2012 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • New York
RAYMOND JAMES & ASSOCIATES, INC. FBR CAPITAL MARKETS & CO. as Representatives of the several Underwriters c/o Raymond James & Associates, Inc. 880 Carillon Parkway Saint Petersburg, FL 33716
REAL ESTATE LEASEReal Estate Lease • May 4th, 2012 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • Kentucky
This Lease Agreement (this “Lease”) is dated August 1, 2009, by and between David R. Cobb and Rebecca K. Cobb (“Landlord”), and Armstrong Coal Company, Inc (“Tenant”). The parties agree as follows:
COAL MINING LEASE AND SUBLEASEMining Lease and Sublease • May 4th, 2012 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • Kentucky
This Coal Mining Lease and Sublease (this “Lease”) is made and entered into as of February 9, 2011 (the “Effective Date”), by and between: (i) Ceralvo Holdings, LLC, a Delaware limited liability company (the “Lessor”), and (ii) Armstrong Coal Company, Inc., a Delaware corporation (the “Lessee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 4th, 2012 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 11, 2012, is by and among Armstrong Energy, Inc., a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (the “Stockholders”).
Tennessee Valley Authority Coal Supply & Origination 1101 Market Street, MR 2A Chattanooga, Tennessee 37402-2801 CONTRACT SUPPLEMENTArmstrong Energy, Inc. • May 4th, 2012 • Bituminous coal & lignite surface mining
This confirms the December 8, 2011, agreement reached between Eddie Spicer of TVA and Mickey Fitzhugh of Armstrong Coal Company.
Corporate Fuels & By-Products 220 West Main Street Louisville, KY 40202Armstrong Energy, Inc. • May 4th, 2012 • Bituminous coal & lignite surface mining
This letter restates and amends our letter to you dated August 1, 2008 in its entirety and is to amend the Base Price parameters noted below of the above referenced Coal Supply Agreement, but only with respect to the time periods as described below. Louisville Gas and Electric Company and Kentucky Utilities Company agree the following revised pricing will apply to all coal shipped via truck to Yellow Banks Dock during the time periods noted below.
FUEL PURCHASE ORDER: L08046Armstrong Energy, Inc. • May 4th, 2012 • Bituminous coal & lignite surface mining • Kentucky
Quality: The Seller has sole responsibility for quality control of the fuel and shall forward its as loaded quality to the Buyer as soon as possible. Each shipment hereunder shall also be of uniform quality. All Shipments shall be sampled and analyzed by Seller prior to shipment to determine loading quality. Seller shall provide the results of such sampling and analysis to the recipients designated by Buyer and in the format specified by Buyer as soon as possible after the Shipment is loaded. Two (2) trains in a thirty (30) consecutive day period not conforming (i.e. exceeding any maximums or falling below any minimums) with one or more Rejection Limits set forth above (the “Rejection Limits”) shall be considered an Event of Default and may, if Seller does not give adequate assurances of future compliance or otherwise cure, result in suspension or rejection as provided herein and/or may result in the exercise of other legal and equitable remedies at Buyer’s option.
Corporate Fuels & By-Products 220 West Main Street Louisville, KY40202Armstrong Energy, Inc. • May 4th, 2012 • Bituminous coal & lignite surface mining
This letter is to amend the Base Price parameters noted below of the above referenced Coal Supply Agreement, but only with respect to the time period as described below.
CONTRACT TO SELL REAL ESTATEContract to Sell Real Estate • May 4th, 2012 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • Kentucky
This Contract to Sell Real Estate (the “Contract”), made as of this 11th day of October, 2011 (“Contract Date”) by and between: WESTERN DIAMOND LLC, a Nevada limited liability company, and WESTERN LAND COMPANY, LLC, a Kentucky limited liability company, (hereinafter “Sellers”) agree to sell, and WESTERN MINERAL DEVELOPMENT, LLC, a Delaware limited liability company (“Buyer”), agrees to buy, a partial undivided interest in that certain real property and coal reserves described in the Exhibit A attached hereto and made a part hereof (the “Property”), subject to the exclusions and exceptions set forth thereon, as further described below.
Tennessee Valley Authority Coal Supply & Origination 1101 Market Street, MR 2A Chattanooga, Tennessee 37402-2801 CONTRACT SUPPLEMENTArmstrong Energy, Inc. • May 4th, 2012 • Bituminous coal & lignite surface mining
This confirms the November 1, 2011, agreement reached between TVA and Armstrong Coal Company (“Armstrong”) relative to freeze proofing deliveries under the subject contracts.
COAL SUPPLY AGREEMENT BETWEEN ARMSTRONG COAL COMPANY AND LOUISVILLE GAS & ELECTRIC COMPANY and KENTUCKY UTILTIES COMPANY Effective January 1, 2012Supply Agreement • May 4th, 2012 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • Kentucky
This is a coal supply agreement (the “Agreement”) dated January 1, 2012 between LOUISVILLE GAS AND ELECTRIC COMPANY (“LG&E”) and KENTUCKY UTILITIES COMPANY (“KU”), each a Kentucky corporation, with a common address at 220 West Main Street, Louisville, Kentucky 40202 (LG&E and KU are each individually sometimes herein called a “Buyer” as more particularly described below) and ARMSTRONG COAL COMPANY, INC., a Delaware corporation, with an address at 407 Brown Road, Madisonville, Kentucky 42431 (herein called the “Seller”).
FUEL PURCHASE ORDER: L08046 AMENDMENT NO. 1Armstrong Energy, Inc. • May 4th, 2012 • Bituminous coal & lignite surface mining
AMENDMENT NO. 2 TO COAL SUPPLY AGREEMENTCoal Supply Agreement • May 4th, 2012 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining
THIS AMENDMENT NO. 2 TO COAL SUPPLY AGREEMENT (“Amendment No. 2”) is entered into effective as of December 22, 2009, by and between LOUISVILLE GAS AND ELECTRIC COMPANY (“LG&E”) and KENTUCKY UTILITIES COMPANY (“KU”), each a Kentucky corporation, 220 West Main Street, Louisville, Kentucky 40202 (individually the “Buyer”, as applicable) and ARMSTRONG COAL COMPANY, INC., a Delaware Corporation, 407 Brown Road, Madisonville, Kentucky 42431 (“Seller”). In consideration of the agreements herein contained, the parties hereto agree as follows:
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 4th, 2012 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • New York
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of February 8, 2012, and is made by and among ARMSTRONG COAL COMPANY, INC., a Delaware corporation, ARMSTRONG ENERGY, INC., a Delaware corporation (and formerly known as Armstrong Land Company, LLC and Armstrong Land Company, Inc.), WESTERN MINERAL DEVELOPMENT, LLC, a Delaware limited liability company, WESTERN DIAMOND LLC, a Nevada limited liability company, WESTERN LAND COMPANY, LLC, a Kentucky limited liability company, and ARMSTRONG RESOURCE PARTNERS, L.P., a Delaware limited partnership (and formerly known as Elk Creek, L.P.) (each a “Borrower” and collectively, the “Borrowers”), the GUARANTORS PARTY HERETO (individually a “Guarantor” and collectively, the “Guarantors”, and together with the Borrowers, the “Loan Parties”), the FINANCIAL INSTITUTIONS PARTY HERETO (individually a “Lender” and collectively, the “Lenders”) and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders
CREDIT AND COLLATERAL SUPPORT FEE, INDEMNIFICATION AND RIGHT OF FIRST REFUSAL AGREEMENTArmstrong Energy, Inc. • May 4th, 2012 • Bituminous coal & lignite surface mining • New York
This Credit and Collateral Support Fee, Indemnification and Right of First Refusal Agreement (the “Agreement”) is executed as of February 9, 2011 by and between Armstrong Land Company, LLC, a Delaware limited liability company (“Armstrong”), and each of the other parties designated as “Armstrong Entities” on the signature pages hereto (Armstrong, together with the other undersigned Armstrong Entities herein collectively referred to as the “Armstrong Entities”), and Elk Creek, L.P., a Delaware limited partnership (“Elk Creek”), and each of the other parties designated as “Elk Creek Entities” on the signature pages hereto (Elk Creek, together with the other undersigned Elk Creek Entities herein collectively referred to as the “Elk Creek Entities”). Contemporaneously herewith, the Armstrong Entities and Elk Creek have entered into that certain Option Amendment, Option Exercise and Membership Interest Purchase Agreement (the “Option and Purchase Agreement”). Capitalized terms used herein a
AMENDMENT NO. 1 TO COAL SUPPLY AGREEMENTCoal Supply Agreement • May 4th, 2012 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining
THIS AMENDMENT NO. 1 TO COAL SUPPLY AGREEMENT (“Amendment No. 1”) is entered into effective as of July 1, 2008, by and between LOUISVILLE GAS AND ELECTRIC COMPANY (“LG&E”) and KENTUCKY UTILITIES COMPANY (“KU”), each a Kentucky corporation, 220 West Main Street, Louisville, Kentucky 40202 (individually the “Buyer”, as applicable) and ARMSTRONG COAL COMPANY, INC., a Delaware Corporation, 407 Brown Road, Madisonville, Kentucky 42431 (“Seller”). In consideration of the agreements herein contained, the parties hereto agree as follows:
AGREEMENT TO ENTER INTO VOTING AND STOCKHOLDERS’ AGREEMENTVoting and Stockholders’ Agreement • May 4th, 2012 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • Delaware
This AGREEMENT TO ENTER INTO VOTING AND STOCKHOLDERS’ AGREEMENT (this “Agreement”), is made and entered into as of October 13, 2011, by and among Armstrong Energy, Inc., a Delaware corporation (the “Company”), J. Hord Armstrong, III, Martin D. Wilson, Yorktown Energy Partners VI, L.P., a Delaware limited partnership (“Yorktown VI”), Yorktown Energy Partners VII, L.P., a Delaware limited partnership (“Yorktown VII”), Yorktown Energy Partners VIII, L.P., a Delaware limited partnership (together with Yorktown VI and Yorktown VII, “Yorktown”), James H. Brandi, LucyB Trust, Lorenzo Weisman/Danielle Weisman Joint Ownership with Right of Survivorship, Brim Family 2004 Trust, Franklin W. Hobbs IV, Hutchinson Brothers, LLC a Nebraska limited liability company, and John H. Stites, III.
Tennessee Valley Authority Coal Supply & Origination 1101 Market Street, MR 2A Chattanooga, Tennessee 37402-2801 CONTRACT SUPPLEMENTArmstrong Energy, Inc. • May 4th, 2012 • Bituminous coal & lignite surface mining
This confirms the November 30, 2011, agreement reached between Eddie Spicer of TVA and Mickey Fitzhugh of Armstrong Coal Company.
FORMATION AND TRANSFER AGREEMENTFormation and Transfer Agreement • May 4th, 2012 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • Kentucky
THIS FORMATION AND TRANSFER AGREEMENT (this “Agreement”) is made, entered into and effective as of the 29th day of December, 2011 by and among Cyprus Creek Land Resources, LLC, a Delaware limited liability company with principal offices at 701 Market Street, Suite 798, St. Louis, Missouri 63101 (“Cyprus”) and Cyprus Creek Land Company, a Delaware corporation with its offices at 701 Market Street, Suite 772, St. Louis, Missouri 63101; and Armstrong Coal Company, Inc., a Delaware corporation with principal offices at 7733 Forsyth Boulevard, Suite 1625, St. Louis, Missouri 63105 (herein “Armstrong”), and Western Land Company, LLC, a Kentucky limited liability company with its office at 407 Brown Road, Madisonville, Kentucky 42431.
COAL SUPPLY AGREEMENT BETWEEN ARMSTRONG COAL COMPANY, INC. AND LOUISVILLE GAS & ELECTRIC COMPANY and KENTUCKY UTILTIES COMPANY December ___, 2009Supply Agreement • May 4th, 2012 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • Kentucky
This is a coal supply agreement (the “Agreement”) entered into as of this _ day of December, 2009, but shall be effective upon and only if and when the Commencement Date occurs as set forth in Section 2 below, between LOUISVILLE GAS AND ELECTRIC COMPANY (“LG&E”) and KENTUCKY UTILITIES COMPANY (“KU”), each a Kentucky corporation, with a common address at 220 West Main Street, Louisville, Kentucky 40202 (LG&E and KU are each individually sometimes herein called a “Buyer” as more particularly described below) and ARMSTRONG COAL COMPANY, INC. (“Seller”) a Delaware corporation with an address at 407 Brown Road, Madisonville, Kentucky 42431.
ASSET PURCHASE AGREEMENT BETWEEN CYPRUS CREEK LAND RESOURCES, LLC AND ARMSTRONG COAL COMPANY, INC.Asset Purchase Agreement • May 4th, 2012 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • Kentucky
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made the 29th day of December, 2011, by and between CYPRUS CREEK LAND RESOURCES, LLC, a Delaware limited liability company (“Cyprus Creek” and/or “Seller” herein) and ARMSTRONG COAL COMPANY, INC., a Delaware corporation (“Armstrong Coal” and/or “Buyer” herein), both collectively the “Parties” herein.
Tennessee Valley Authority Coal Supply & Origination 1101 Market Street, MR 2A Chattanooga, Tennessee 37402-2801 CONTRACT SUPPLEMENTArmstrong Energy, Inc. • May 4th, 2012 • Bituminous coal & lignite surface mining
