BY AND AMONGRegistration Rights Agreement • August 13th, 2004 • James River Coal CO • New York
EXHIBIT 10.2 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 13th, 2004 • James River Coal CO • New York
DATED AS OF MAY 25, 2004 BETWEENRights Agreement • August 13th, 2004 • James River Coal CO • Virginia
1,500,000 Shares JAMES RIVER COAL COMPANY COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • September 29th, 2008 • James River Coal CO • Bituminous coal & lignite surface mining • New York
James River Coal Company, a Virginia corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 1,500,000 shares of the common stock, par value $0.01 per share, of the Company (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 225,000 shares of its common stock, par value $0.01 per share, of the Company (the “Additional Shares”), if and to the extent that you, as Representatives, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 3 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of common stock, par value $0.01 per share, of the Company to be outstanding after giving effect to the issuance and sale contemplated hereby are hereinafter referred to as the “Com
BY AND AMONG JAMES RIVER COAL COMPANY AS BORROWER,Term Loan Agreement • August 13th, 2004 • James River Coal CO • New York
EXHIBIT 10.4 EMPLOYMENT AGREEMENT This Employment Agreement made and entered into as of the 7th day of May, 2004, by and between JAMES RIVER COAL COMPANY, a Virginia corporation (the "Company"), and PETER T. SOCHA, an individual resident of the...Employment Agreement • August 13th, 2004 • James River Coal CO • Virginia
Exhibit 10.6 JAMES RIVER COAL COMPANY INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is effective as of _________________ by and between James River Coal Company, a Virginia corporation (the "Company"), and _________________...Indemnification Agreement • August 13th, 2004 • James River Coal CO • Virginia
EXCHANGE AGREEMENT (2015 Notes)Indenture • May 17th, 2013 • James River Coal CO • Bituminous coal & lignite surface mining • New York
INDENTURE, dated as of [ ], 2013, between JAMES RIVER COAL COMPANY, a Virginia corporation (the “Company”), the Subsidiary Guarantors (as defined), and U.S. BANK NATIONAL ASSOCIATION, a banking association organized under the laws of the United States, as trustee (the “Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Company’s [●]% Convertible Senior Notes due 2018 (the “Securities”).
SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT by and among JAMES RIVER COAL COMPANY, JAMES RIVER COAL SERVICE COMPANY,Revolving Credit Agreement • July 7th, 2011 • James River Coal CO • Bituminous coal & lignite surface mining • New York
This SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of June 30, 2011 (as it may be amended, restated, modified, supplemented or extended from time to time, including all exhibits and schedules thereto, or otherwise modified, the “Agreement”), by and among JAMES RIVER COAL COMPANY, a corporation organized under the laws of Virginia (“JRCC”), and certain of JRCC’s Subsidiaries identified on the title and signature pages hereof, as borrowers (such Subsidiaries, together with JRCC, are referred to hereinafter each individually as a “Borrower”, and collectively, jointly and severally, as the “Borrowers”), and the other credit parties hereto from time to time, as Guarantors (together, the Borrowers and Guarantors, the “Credit Parties”), the lenders party hereto from time to time (the “Lenders”), and GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), a corporation formed under the laws of Delaware, as administrative agent for the Lenders (in such capacity, together with it
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 27th, 2014 • James River Coal CO • Bituminous coal & lignite surface mining • Delaware
ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of August 15, 2014 (the “Effective Date”), by and among JR Acquisition, LLC, a Delaware limited liability company (“Buyer”), James River Coal Company, a Virginia corporation (“James River”), the Subsidiaries (as hereinafter defined) of James River set forth on Schedule A (collectively, the “JRCC Subsidiaries”, and together with James River, the “Sellers”) and James River, as Sellers’ Representative (“Sellers’ Representative”). The Sellers, Buyer and Sellers’ Representative are referred to herein individually as a “Party” and collectively as the “Parties”.
PURCHASE AGREEMENT BY AND BETWEEN LIGHTFOOT CAPITAL PARTNERS, LP INTERNATIONAL INDUSTRIES, INC. INTERNATIONAL RESOURCE PARTNERS GP LLC KAYNE ANDERSON ENERGY DEVELOPMENT COMPANY AND TORTOISE CAPITAL RESOURCES CORPORATION AND JAMES RIVER COAL COMPANY...Escrow Agreement • March 7th, 2011 • James River Coal CO • Bituminous coal & lignite surface mining • New York
This PURCHASE AGREEMENT, dated as of March 6, 2011, is entered into by and between LIGHTFOOT CAPITAL PARTNERS, LP, a Delaware limited partnership (“Lightfoot”), INTERNATIONAL INDUSTRIES, INC., a West Virginia corporation (“International Industries”), INTERNATIONAL RESOURCE PARTNERS GP LLC, a Delaware limited liability company (“IRP GP”), KAYNE ANDERSON ENERGY DEVELOPMENT COMPANY, a Maryland limited partnership (“KED”), and TORTOISE CAPITAL RESOURCES CORPORATION, a Maryland corporation, (“Tortoise”, and Lightfoot, International Industries, IRP GP and KED each, a “Seller” and collectively “Sellers”), JAMES RIVER COAL COMPANY, a Virginia corporation (“Buyer”), and IRP GP, solely to accept the duties herein as “Agent,” and in its individual capacity as a Seller.
REGISTRATION RIGHTS AGREEMENT Dated as of March 29, 2011 Between JAMES RIVER ESCROW INC., andRegistration Rights Agreement • March 29th, 2011 • James River Coal CO • Bituminous coal & lignite surface mining • New York
This Registration Rights Agreement (this “Agreement”) is dated as of March 29, 2011 (the “Issue Date”), among JAMES RIVER ESCROW INC., a Delaware corporation (the “Escrow Issuer”) and a wholly owned subsidiary of James River Coal Company (“Parent”) and DEUTSCHE BANK SECURITIES INC. and UBS SECURITIES LLC, as representatives (the “Representatives”) of the several initial purchasers (the “Initial Purchasers”) named on Schedule A to the Purchase Agreement (as defined below).
CONFIDENTIAL TREATMENT REQUESTED Confidential portions of this document have been redacted and have been separately filed with the Commission. AGREEMENT FOR PURCHASE AND SALE OF COAL AMONG GEORGIA POWER COMPANY, JAMES RIVER COAL COMPANY. AND JAMES...Agreement for Purchase and Sale • August 13th, 2004 • James River Coal CO • Georgia
CREDIT AGREEMENT dated as of May 31, 2005, among JAMES RIVER COAL COMPANY, as Borrower, The Lenders Party Hereto, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, and MORGAN STANLEY SENIOR FUNDING, INC., as Syndication AgentCredit Agreement • November 14th, 2005 • James River Coal CO • Bituminous coal & lignite surface mining • New York
Pursuant to the Stock Purchase Agreement (the “Acquisition Agreement”) dated as of March 30, 2005, by and among James River Coal Company, a Virginia corporation (the “Borrower”), Triad Mining, Inc., an Indiana corporation (the “Company”), and the stockholders of the Company, the Borrower will purchase all the outstanding capital stock of the Company (the “Acquisition”) for aggregate consideration of $75,000,000 (subject to a net working capital adjustment as described in the Acquisition Agreement), which will be paid in cash and shares of common stock of the Borrower (“Common Stock”).
SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT by and among JAMES RIVER COAL COMPANY, a Debtor and a Debtor-in-Possession under Chapter 11 of the Bankruptcy Code, as Borrower, the other Credit Parties party hereto from time to time, each a Debtor...Credit Agreement • April 11th, 2014 • James River Coal CO • Bituminous coal & lignite surface mining • New York
This SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of April 7, 2014 (as it may be amended, restated, modified, supplemented or extended from time to time, including all exhibits and schedules thereto, or otherwise modified, this “Agreement”), by and among JAMES RIVER COAL COMPANY, a corporation organized under the laws of Virginia and a debtor and a debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code (“JRCC”), as Borrower (the “Borrower”), and the Subsidiaries of JRCC party hereto from time to time and each a debtor and a debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, as Guarantors (together, the Borrower and Guarantors, the “Credit Parties”), the lenders party hereto from time to time (the “Lenders”), and CANTOR FITZGERALD SECURITIES (“CFS”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns, if any, the “Administrative Agent”) and as collateral agent for the L
FOURTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • April 21st, 2011 • James River Coal CO • Bituminous coal & lignite surface mining • New York
This CONSENT AND FOURTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Agreement”), is made and entered into as of April 15, 2011 (the “Effective Date”), by and among James River Coal Company, a corporation organized under the laws of Virginia (“JRCC”), and certain of JRCC’s Subsidiaries identified on the signature pages hereof, as borrowers (such Subsidiaries, together with JRCC, are referred to hereinafter each individually as a “Borrower”, and collectively, jointly and severally, as the “Borrowers”), and the other credit parties party hereto, identified on the signature pages hereof as Guarantors (together, the Borrowers and Guarantors, the “Credit Parties”), the Lenders (as hereinafter defined) party hereto, General Electric Capital Corporation (“GECC”), a corporation formed under the laws of Delaware, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, if any, the “Administrative Agent”) and as collateral agent
JAMES RIVER COAL COMPANY $200,000,000 Principal Amount 3.125% Convertible Senior Notes due 2018 PURCHASE AGREEMENTPurchase Agreement • March 29th, 2011 • James River Coal CO • Bituminous coal & lignite surface mining • New York
This opinion is for the benefit of the Initial Purchasers in connection with the transaction contemplated thereby and may not be relied upon by any other person or in any other context without my prior written consent. This opinion is delivered as of the date hereof, and I disclaim any undertaking to update this opinion.
ContractTerm Credit Agreement • August 8th, 2007 • James River Coal CO • Bituminous coal & lignite surface mining • New York
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • April 7th, 2014 • James River Coal CO • Bituminous coal & lignite surface mining • New York
This THIRD AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Agreement”), is made and entered into as of April 1, 2014 (the “Effective Date”), by and among James River Coal Company, a corporation organized under the laws of Virginia (“JRCC”), and certain of JRCC’s Subsidiaries identified on the signature pages hereof, as borrowers (such Subsidiaries, together with JRCC, are referred to hereinafter each individually as a “Borrower”, and collectively, jointly and severally, as the “Borrowers”), and the other credit parties party hereto, identified on the signature pages hereof as Guarantors (together, the Borrowers and Guarantors, the “Credit Parties”), the Lenders (as hereinafter defined) party hereto, General Electric Capital Corporation (“GECC”), a corporation formed under the laws of Delaware, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, if any, the “Administrative Agent”) and as collateral agent for the
April 7, 2009James River Coal CO • February 26th, 2010 • Bituminous coal & lignite surface mining
EXCHANGE AGREEMENT (2018 Notes)Exchange Agreement • May 17th, 2013 • James River Coal CO • Bituminous coal & lignite surface mining
___________________ (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Existing Notes (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”) with James River Coal Company (the “Company”) on May 17, 2013 whereby the Holder will exchange (the “Exchange”) the Company’s 3.125% Convertible Senior Notes due 2018 (the “Existing Notes”) for the Company’s new 10.00% Convertible Senior Notes due 2018 (the “New Notes”) that will be issued pursuant to the provisions of an Indenture to be dated as of May 22, 2013 (the “Indenture”) among the Company, certain subsidiary guarantors party thereto (the “Guarantors”), and U.S. Bank National Association, as Trustee (the “Trustee”).
ContractCredit Agreement • August 9th, 2006 • James River Coal CO • Bituminous coal & lignite surface mining • New York
AMENDMENT No. 2 AND WAIVER (this “Amendment and Waiver”) dated as of May 30, 2006, to the CREDIT AGREEMENT dated as of May 31, 2005 and amended on February 22, 2006 (the “Credit Agreement”), among JAMES RIVER COAL COMPANY (the “Borrower”), the LENDERS from time to time party thereto, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, and MORGAN STANLEY SENIOR FUNDING, INC., as Syndication Agent.
SUPPLEMENTAL INDENTURESupplemental Indenture • May 17th, 2013 • James River Coal CO • Bituminous coal & lignite surface mining • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 16, 2013, among JAMES RIVER COAL COMPANY, a Virginia corporation (the “Issuer”), BDCC HOLDING COMPANY, INC., a Delaware corporation, BELL COUNTY COAL CORPORATION, a Delaware corporation, BLEDSOE COAL CORPORATION, a Kentucky corporation, BLEDSOE COAL LEASING COMPANY, a Delaware corporation, BLUE DIAMOND COAL COMPANY, a Delaware corporation, EOLIA RESOURCES, INC., a North Carolina corporation, IRP GP HOLDCO LLC, a Delaware limited liability company, IRP LP HOLDCO INC., a Delaware corporation, JAMES RIVER COAL SALES, INC., a Delaware corporation, JAMES RIVER COAL SERVICE COMPANY, a Kentucky corporation, JOHNS CREEK COAL COMPANY, a Tennessee corporation, JOHNS CREEK ELKHORN COAL CORPORATION, a Delaware corporation, JOHNS CREEK PROCESSING COMPANY, a Delaware corporation, LEECO, INC., a Kentucky corporation, MCCOY ELKHORN COAL CORPORATION, a Kentucky corporation, SHAMROCK COAL COMPANY, INCORPORATED, a Delaware corporation
TO EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2009 • James River Coal CO • Bituminous coal & lignite surface mining
THIS AMENDMENT is made and entered into as of this 31st day of December, 2008, by and between James River Coal Company, a Virginia corporation (the “Company”) and Peter T. Socha (“Executive”);
FOURTH AMENDMENT TO TERM CREDIT AGREEMENTTerm Credit Agreement • November 7th, 2008 • James River Coal CO • Bituminous coal & lignite surface mining • New York
THIS FOURTH AMENDMENT TO TERM CREDIT AGREEMENT (this “Agreement”), is made and entered into as of November 5, 2008 (the “Effective Date”), by and among James River Coal Company, a corporation organized under the laws of Virginia (“JRCC”), and certain of JRCC’s Subsidiaries identified on the signature pages hereof, as borrowers (such Subsidiaries, together with JRCC, are referred to hereinafter each individually as a “Borrower”, and collectively, jointly and severally, as the “Borrowers”), and the other credit parties hereto, identified on the signature pages hereof as Guarantors (together, the Borrowers and Guarantors, the “Credit Parties”), the lenders party hereto from time to time (the “Lenders”), Morgan Stanley Senior Funding, Inc. (“MS”), a corporation formed under the laws of Delaware, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, if any, the “Administrative Agent”) and as sole-bookrunner and lead arranger (in such capacity,
FIFTH AMENDMENT TO TERM CREDIT AGREEMENTTerm Credit Agreement • November 25th, 2009 • James River Coal CO • Bituminous coal & lignite surface mining • New York
WHEREAS, it is a condition to the effectiveness of the Amendment and to the Administrative Agent’s agreement to the foregoing that, among other things, the Credit Parties execute and deliver this Agreement and deposit cash in the Account (as defined below) on the date hereof in an amount equal to the Fifth Amendment Date Cash Collateral Amount and otherwise satisfy all the conditions precedent set forth in the Amendment; and
ESCROW AGREEMENT among JAMES RIVER ESCROW INC., as Escrow Agent and Trustee, and solely with respect to Sections 1(a)(ii), 5 and 10 of this Agreement, JAMES RIVER COAL COMPANY Dated as of March 29, 2011 ACCOUNT NUMBER: 146509001 SHORT TITLE OF...Escrow Agreement • March 29th, 2011 • James River Coal CO • Bituminous coal & lignite surface mining • New York
THIS ESCROW AGREEMENT is dated as of March 29, 2011 (this “Agreement”), by and among U.S. BANK NATIONAL ASSOCIATION acting in its capacities as the escrow agent hereunder (in such capacity, “Escrow Agent”) and as trustee of the Notes (as defined below) pursuant to the Indenture (as defined below) (in such capacity, the “Trustee”), JAMES RIVER ESCROW INC., a Delaware corporation (the “Company”) and, solely with respect to Sections 1(a)(ii), 5 and 10 hereof, JAMES RIVER COAL COMPANY, a Virginia corporation and the ultimate parent of the Company (“Parent”).
General Electric Capital CorporationJames River Coal CO • August 6th, 2008 • Bituminous coal & lignite surface mining
Reference is hereby made to that certain Revolving Credit Agreement, dated as of February 26, 2007 (as it may be amended, restated, modified, supplemented or extended from time to time, including all exhibits and schedules thereto, or otherwise modified, the “Credit Agreement”), by and among JAMES RIVER COAL COMPANY, a corporation organized under the laws of Virginia (“JRCC”), and certain of JRCC’s Subsidiaries identified on the title and signature pages thereof, as borrowers (such Subsidiaries, together with JRCC, are referred to hereinafter each individually as a “Borrower”, and collectively, jointly and severally, as the “Borrowers”), and the other credit parties thereto from time to time, as Guarantors (together, the Borrowers and Guarantors, the “Credit Parties”), the lenders party hereto from time to time (the “Lenders”), GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), a corporation formed under the laws of Delaware, as co-lead arranger and as administrative agent for the Lenders
General Electric Capital CorporationJames River Coal CO • May 17th, 2013 • Bituminous coal & lignite surface mining
Reference is hereby made to that certain Second Amended and Restated Revolving Credit Agreement, dated as of June 30, 2011 (as amended, the “Credit Agreement”), by and among James River Coal Company, a corporation organized under the laws of Virginia (“JRCC”), and certain of JRCC’s Subsidiaries identified on the signature pages thereof, as borrowers (such Subsidiaries, together with JRCC, are referred to hereinafter each individually as a “Borrower”, and collectively, jointly and severally, as the “Borrowers”), and the other credit parties party thereto, identified on the signature pages thereof as Guarantors (together, the Borrowers and Guarantors, the “Credit Parties”), the financial institutions from time to time party thereto as lenders (collectively, the “Lenders”), General Electric Capital Corporation (“GECC”), a corporation formed under the laws of Delaware, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, if any, the “Administ
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 2nd, 2014 • James River Coal CO • Bituminous coal & lignite surface mining • Delaware
This Second Amendment Agreement (this “Amendment”) is made and entered into as of August 28, 2014, by and among JR Acquisition, LLC, a Delaware limited liability company (“Buyer”), Logan & Kanawha, LLC, a Delaware limited liability company (“L&K”), Blue Diamond Mining, LLC, a Delaware limited liability company (“Blue Diamond”), Triad Mining, LLC, a Delaware limited liability company (“Triad”), and Hampden Coal, LLC (“Hampden”, together with L&K, Blue Diamond and Triad, the “Designated Buyers”), James River Coal Company, a Virginia corporation (“James River”), the Subsidiaries (as hereinafter defined) of James River set forth on Schedule A attached to the Asset Purchase Agreement (as hereinafter defined) (together with James River, the “Sellers”) and James River, as Sellers’ Representative (“Sellers’ Representative”).
STOCK PURCHASE AGREEMENT by and among JAMES RIVER COAL COMPANY, INC., TRIAD MINING, INC. and THE STOCKHOLDERS OF TRIAD MINING, INC. dated as of March 30, 2005Stock Purchase Agreement • April 19th, 2005 • James River Coal CO • Bituminous coal & lignite surface mining • Tennessee
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of March 30, 2005, by and among James River Coal Company, a Virginia corporation (“Buyer”), Triad Mining, Inc., an Indiana corporation (the “Company”), and the stockholders of the Company set forth on the signature pages hereto (collectively, the “Sellers”).
UNDERWRITING AGREEMENTJames River Coal CO • May 20th, 2005 • Bituminous coal & lignite surface mining • New York
James River Coal Company, a Virginia corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), and certain shareholders of the Company (the “Selling Shareholders”) named in Schedule I hereto severally propose to sell to the several Underwriters, an aggregate of 3,500,0000 shares of the common stock, par value $0.01 per share, of the Company (the “Firm Shares”), of which 1,500,000 shares are to be issued and sold by the Company and 2,000,000 shares are to be sold by the Selling Shareholders, each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule I hereto.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 16th, 2006 • James River Coal CO • Bituminous coal & lignite surface mining • New York
THIS AGREEMENT is made and entered into as of this 31st day of May, 2005, by and among JAMES RIVER COAL COMPANY, a Virginia corporation (the “Company”), and the persons whose names appear in the signature pages hereto under the caption “Shareholders” (collectively, the “Shareholders” and individually a “Shareholder”).
UNDERWRITING AGREEMENTJames River Coal CO • May 20th, 2005 • Bituminous coal & lignite surface mining • New York
James River Coal Company, a Virginia corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) $150,000,000 principal amount of its [ ]% Senior Notes due 2012 (the “Securities”) to be issued pursuant to the provisions of an Indenture dated as of May 31, 2005 (the “Indenture”) among the Company, Bell County Coal Corporation, Bledsoe Coal Corporation, Blue Diamond Coal Corporation, Leeco, Inc., McCoy Elkhorn Coal Corporation, Triad Mining, Inc. and Triad Underground Mining, LLC (collectively, the “Subsidiary Guarantors”) and U.S. Bank, National Association, as Trustee (the “Trustee”).
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • August 9th, 2007 • James River Coal CO • Bituminous coal & lignite surface mining
This Amendment No. 2, dated August 2, 2007 (“Amendment No. 2”) to the Rights Agreement (the “Rights Agreement”) dated as of May 25, 2004 (and amended as of November 3, 2006) between James River Coal Company, a Virginia corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”), successor to SunTrust Bank, is made by and between the Company and the Rights Agent. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Rights Agreement.
