Juliana Mining Co Inc Sample Contracts

Juliana Mining Co Inc – RESTRICTED STOCK AWARD AGREEMENT (February 10th, 1998)

1 Exhibit 10.7 ANKER COAL GROUP, INC. 1997 OMNIBUS STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT AGREEMENT, made effective as of _______________, 1998, by and between Anker Coal Group, Inc., a Delaware corporation ("Company"), and ________________ ("Award Recipient"): WHEREAS, the Company maintains the Anker Coal Group, Inc. 1997 Omnibus Stock Incentive Plan (the "Plan") under which the Company's President and Executive Vice President, with the approval of the Company's Board of Directors ("Board") may, among other things, award shares of the Company's Common Stock of $.01 par value ("Common Stock") to certain employees, subject to terms, conditions, or restrictions as the Board may deem appropriate; and WHEREAS, pursuant to the Plan, the Board has awarded to the Award Recipient a restricted stock award subje

Juliana Mining Co Inc – STOCK OPTION GRANT AGREEMENT (February 10th, 1998)

1 Exhibit 10.8 ANKER COAL GROUP, INC. 1997 OMNIBUS STOCK INCENTIVE PLAN STOCK OPTION GRANT AGREEMENT This Grant Agreement (the "Agreement") is entered into this ____ day of ______________, 199___, to be effective _____________, 19___ (the "Grant Date"), by and between Anker Coal Group, Inc., a Delaware corporation (the "Company"), and ____________________________________ ("Grantee"). Grantee and the Company agree that the grant of options hereunder and the purchase and sale of Stock upon exercise thereof are intended to comply with the exemption from registration provided by Rule 701 of the Securities Act of 1933 and each shall use his or its best efforts to comply with Rule 701. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings given to them in the Plan.

Juliana Mining Co Inc – OPERATING AGREEMENT (February 10th, 1998)

1 EXHIBIT 10.10.1 OPERATING AGREEMENT OF OAK MOUNTAIN ENERGY, L.L.C., AN ALABAMA LIMITED LIABILITY COMPANY 2 TABLE OF CONTENTS ARTICLE I DEFINITIONS ARTICLE II FORMATION OF COMPANY Section 2.1 Organization .............................................. 7 Section 2.2 Registered Agent and Office................................ 7 Section 2.3 Principal Place of Business................................ 7 Section 2.4 Permitted Businesses ...................................... 7 ARTICLE III NAMES AND ADDRESSES OF MEMBERS

Juliana Mining Co Inc – OPERATING AGREEMENT (February 10th, 1998)

1 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 U

Juliana Mining Co Inc – REGISTRATION RIGHTS AGREEMENT (February 10th, 1998)

1 EXHIBIT 10.12 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (the "Agreement"), dated as of August 12, 1996, by and among Anker Coal Group, Inc., a Delaware corporation (the "Company); JJF Group Limited Liability Company, a limited liability company organized and existing under the laws of West Virginia ("JJF Group"); PPK Group Limited Liability Company, a limited liability company organized and existing under the laws of West Virginia ("PPK Group"); Anker Holding B.V., a corporation organized and existing under the laws of the Netherlands ("Anker Holding"); and the following parties sometimes hereinafter referred to as the "Funds": American Oil & Gas Investors, Limited Partnership, a limited partnership organized and existing under the laws of New York, AMGO II, Limited Partnership, a limited partnership organized and existing under the laws of New York, First Rese

Juliana Mining Co Inc – STOCK PURCHASE WARRANT (February 10th, 1998)

1 EXHIBIT 10.13 THIS WARRANT WAS ORIGINALLY ISSUED ON AUGUST 12, 1996 AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT, THE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS OF THIS WARRANT. THIS WARRANT IS ALSO SUBJECT TO A STOCKHOLDERS AGREEMENT DATED AUGUST 12, 1996 AMONG ANKER COAL GROUP, INC., JOHN J. FALTIS, JJF GROUP LIMITED LIABILITY COMPANY, P. BRUCE SPARKS, PPK GROUP LIMITED LIABILITY COMPANY, ANKER HOLDING B.V., FIRST RESERVE CORPORATION, AMERICAN OIL & GAS INVESTORS, LIMITED PARTNERSHIP, AMGO II, LIMITED PARTNERSHIP, FIRST RESERVE FUND V, LIMITED PARTNERSHIP, FIRST RESERVE FUND V-2, LIMITED PARTNERSHIP, FIRST RESERVE FUND VI, LIMITED PARTNERSHIP AND FIRST RESERVE FUND VII, LI

Juliana Mining Co Inc – EMPLOYMENT AGREEMENT (February 10th, 1998)

1 EXHIBIT 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of the first day of August, 1996, by and among BRUCE SPARKS (the "Executive"), ANKER ENERGY CORPORATION, a Delaware corporation ("Anker"), and ANKER COAL GROUP, INC., a Delaware corporation ("Anker Coal Group"). WHEREAS, the Executive has been Executive Vice-President of Anker and its parent company, Anker Group, Inc., a Delaware corporation ("AGI"), for a number of years, and the services of the Executive, his managerial experience and his knowledge of the affairs of Anker are of great value to Anker and Anker Coal Group; and, WHEREAS, Anker wishes to assure itself of the continued services of the Executive for the period provided for in this Agreement, and the Executive is willing to serve in the employ of Anker on a full time basis for said period as h

Juliana Mining Co Inc – OPERATING AGREEMENT (February 10th, 1998)

1 EXHIBIT 10.11.1 OPERATING AGREEMENT OF SHELBY ENERGY GROUP, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY 2 TABLE OF CONTENTS ARTICLE I DEFINITIONS ARTICLE II FORMATION OF COMPANY Section 2.1 Organization........................................... 7 Section 2.2 Registered Agent and Office............................ 7 Section 2.3 Principal Place of Business............................ 7 Section 2.4 Permitted Businesses................................... 7 ARTICLE III NAMES AND ADDRESSES OF MEMBERS

Juliana Mining Co Inc – 1997 OMNIBUS STOCK INCENTIVE PLAN (February 10th, 1998)

1 Exhibit 10.6 ANKER COAL GROUP, INC. 1997 OMNIBUS STOCK INCENTIVE PLAN 2 ARTICLE I Definitions 1.01 Affiliate means any "subsidiary" or "parent" corporation of the Company, within the meaning of Section 424 of the Code. 1.02 Agreement means a written agreement (including any amendment or supplement thereto) between the Company and a Participant specifying the terms and conditions of an award of Restricted Stock or an Option granted to such Participant. 1.03 Board means the Board of Directors of the Company. 1.04 Code means the Internal Revenue Code of 1986, and any amendments thereto. 1.05 Common Stock means the voting common stock of the Company. 1.06 Company means Anker Coal Group, Inc., a Delaware corporation. 1.07 Fair Market Value means, on a

Juliana Mining Co Inc – OPERATING AGREEMENT (February 10th, 1998)

1 EXHIBIT 10.10.2 AMENDMENT NO. 1 TO THE OPERATING AGREEMENT OF OAK MOUNTAIN ENERGY, L.L.C. This Amendment No. 1 to the Operating Agreement of Oak Mountain Energy, 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 Oak Mountain Energy, L.L.C., an Alabama 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 AOperating Agreement"); WHEREAS, 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 (i) to permit

Juliana Mining Co Inc – EMPLOYMENT AGREEMENT (February 10th, 1998)

1 EXHIBIT 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of the first day of August, 1996, by and among JOHN J. FALTIS (the "Executive"), ANKER ENERGY CORPORATION, a Delaware corporation ("Anker"), and ANKER COAL GROUP, INC., a Delaware corporation ("Anker Coal Group"). WHEREAS, the Executive has been President and Chief Executive Officer of Anker and its parent company, Anker Group, Inc., a Delaware corporation ("AGI"), for a number of years, and the services of the Executive, his managerial experience and his knowledge of the affairs of Anker are of great value to Anker and Anker Coal Group; and, WHEREAS, Anker wishes to assure itself of the continued services of the Executive for the period provided for in this Agreement, and the Executive is willing to serve in the employ of Anker on a full time basis for s

Juliana Mining Co Inc – ASSET PURCHASE AGREEMENT (February 10th, 1998)

1 Exhibit 10.9 ASSET PURCHASE AGREEMENT February 20, 1997 Among OAK MOUNTAIN ENERGY, L.L.C. (Buyer) OAK MOUNTAIN ENERGY CORPORATION BOONE RESOURCES, INC. KODIAK COAL, INC. CAHABA COAL ENGINEERING AND LAND SURVEYING, INC. COAL HANDLING AND PROCESSING, INC. MOUNTAINEER MANAGEMENT, INC. (Sellers) JIMMIE R. RYAN DUANE STRANAHAN, JR. (Shareholders) 2 TABLE OF CONTENTS ARTICLE I

Juliana Mining Co Inc – REGISTRATION RIGHTS AGREEMENT (January 12th, 1998)

1 Exhibit 4.4 ================================================================================ REGISTRATION RIGHTS AGREEMENT Dated as of September 25, 1997 by and among ANKER COAL GROUP, INC. GUARANTORS LISTED ON SCHEDULE A and DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION CHASE SECURITIES INC. ================================================================================ 2 This Registration Rights Agreement (this "Agreement") is made and entered into as of September 25, 1997 by and among Anker Coal Group, Inc., a Delaware corporation (the "Company"), each of the entities listed on Schedule A (each a "Guarantor" and collectively, the "Guarantors"), and Donalds

Juliana Mining Co Inc – 9 3/4% SENIOR NOTES DUE 2007 (January 12th, 1998)

1 EXHIBIT 4.1 ================================================================================ ANKER COAL GROUP, INC., as Issuer and THE GUARANTORS SIGNATORY HERETO ------------------ 9 3/4% SENIOR NOTES DUE 2007 ------------------ INDENTURE Dated as of September 25, 1997 ------------------ MARINE MIDLAND BANK, as Trustee ------------------ ================================================================================ 2

Juliana Mining Co Inc – SECURITY AGREEMENT (January 12th, 1998)

1 EXHIBIT 10.2 SECURITY AGREEMENT SECURITY AGREEMENT dated as of August 12, 1996 among ANKER COAL GROUP, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Company"); each Person listed on the signature pages hereto under the caption "SUBSIDIARY GUARANTORS" or that becomes a "Subsidiary Guarantor" pursuant to Section 9.17(a) of the Credit Agreement referred to below (individually, a "Subsidiary Guarantor" and, collectively, the "Subsidiary Guarantors" and, together with the Company, the "Obligors"); and THE CHASE MANHATTAN BANK, as agent for the lenders or other financial institutions or entities party, as lenders, to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). The Company, the Subsidiary Guarantors, certain lenders and t

Juliana Mining Co Inc – STOCKHOLDERS AGREEMENT (January 12th, 1998)

1 EXHIBIT 10.3 ANKER COAL GROUP, INC. ----------------- STOCKHOLDERS AGREEMENT among ANKER COAL GROUP, INC. JOHN J. FALTIS JJF GROUP LIMITED LIABILITY COMPANY P. BRUCE SPARKS PPK GROUP LIMITED LIABILITY COMPANY ANKER HOLDING B.V. FIRST RESERVE CORPORATION AMERICAN OIL & GAS INVESTORS, LIMITED PARTNERSHIP AMGO II, LIMITED PARTNERSHIP FIRST RESERVE FUND V, LIMITED PARTNERSHIP FIRST RESERVE FUND V-2, LIMITED PARTNERSHIP FIRST RESERVE FUND VI, LIMITED PARTNERSHIP