Foundation Coal Holdings, Inc. Sample Contracts

Concerning
Registration Rights Agreement • January 14th, 2005 • Foundation Coal Holdings, Inc. • Bituminous coal & lignite surface mining • Delaware
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WITNESSETH THAT
Employment Agreement • August 20th, 2004 • Foundation Coal Holdings, Inc. • Maryland
EXHIBIT 10.4 FOUNDATION PA COAL COMPANY 7 1/4% SENIOR NOTES DUE 2014
Foundation Coal Holdings, Inc. • August 20th, 2004 • New York
EXHIBIT 2.1 STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 20th, 2004 • Foundation Coal Holdings, Inc. • New York
EXHIBIT 10.1 CREDIT AGREEMENT Dated as of July 30, 2004,
Credit Agreement • August 20th, 2004 • Foundation Coal Holdings, Inc. • New York
AGREEMENT AND PLAN OF MERGER BETWEEN
Agreement and Plan • August 20th, 2004 • Foundation Coal Holdings, Inc. • Delaware
Exhibit 10.2 GUARANTEE AND COLLATERAL AGREEMENT dated and effective as of July 30, 2004,
Guarantee and Collateral Agreement • August 20th, 2004 • Foundation Coal Holdings, Inc. • New York
THIRD AMENDED AND RESTATED CREDIT AGREEMENT as Amended and Restated as of May 19, 2011 Among ALPHA NATURAL RESOURCES, INC., as Borrower, THE LENDERS PARTY HERETO, THE ISSUING BANKS PARTY HERETO, CITICORP NORTH AMERICA, INC., as Administrative Agent...
Credit Agreement • May 23rd, 2011 • Alpha Natural Resources, Inc. • Bituminous coal & lignite surface mining • New York

WHEREAS, Foundation PA Coal Company, LLC, a Delaware limited liability company (formerly known as Foundation Pa Coal Company), FC 2 Corp., a Delaware corporation (which subsequently merged with and into the Borrower), Foundation Coal Corporation, a Delaware corporation (which subsequently merged with and into the Borrower), the Lenders party thereto from time to time, Citicorp North America, Inc., as administrative agent and as collateral agent for such Lenders, UBS AG, Stamford Branch, Bear Stearns Corporate Lending, Inc. and Natexis Banques Populaires, each as a co-documentation agent, Citigroup Global Markets Inc. and Credit Suisse First Boston, each as a co-syndication agent, and Citigroup Global Markets Inc. and Credit Suisse First Boston, as joint lead arrangers and joint book managers, originally entered into the Credit Agreement, dated as of July 30, 2004, as amended by (i) Amendment No. 1, dated as of November 12, 2004 and (ii) Amendment No. 2, dated as of October 18, 2005 (th

SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of October 19, 2011 among ANR RECEIVABLES FUNDING, LLC, as Seller ALPHA NATURAL RESOURCES, LLC, as Servicer THE VARIOUS CONDUIT PURCHASERS FROM TIME TO TIME PARTY HERETO, THE VARIOUS...
Receivables Purchase Agreement • October 21st, 2011 • Alpha Natural Resources, Inc. • Bituminous coal & lignite surface mining • New York

it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Seller, ANR, any Transferor the Servicer or the Originator shall take any corporate action to authorize any of the actions set forth above in this paragraph;

1,725,000,000 FOURTH AMENDED AND RESTATED CREDIT AGREEMENT as Amended and Restated as of May 22, 2013 Among ALPHA NATURAL RESOURCES, INC., as Borrower, THE LENDERS PARTY HERETO, THE ISSUING BANKS PARTY HERETO, CITICORP NORTH AMERICA, INC., as...
Credit Agreement • May 22nd, 2013 • Alpha Natural Resources, Inc. • Bituminous coal & lignite surface mining • New York

WHEREAS, Foundation PA Coal Company, LLC, a Delaware limited liability company (formerly known as Foundation Pa Coal Company), FC 2 Corp., a Delaware corporation (which subsequently merged with and into the Borrower), Foundation Coal Corporation, a Delaware corporation (which subsequently merged with and into the Borrower), the Lenders party thereto from time to time, Citicorp North America, Inc., as administrative agent and as collateral agent for such Lenders, UBS AG, Stamford Branch, Bear Stearns Corporate Lending, Inc. and Natexis Banques Populaires, each as a co-documentation agent, Citigroup Global Markets Inc. and Credit Suisse First Boston, each as a co-syndication agent, and Citigroup Global Markets Inc. and Credit Suisse First Boston, as joint lead arrangers and joint book managers, originally entered into the Credit Agreement, dated as of July 30, 2004, as amended by (i) Amendment No. 1, dated as of November 12, 2004 and (ii) Amendment No. 2, dated as of October 18, 2005 (th

EMPLOYMENT AGREEMENT Senior Manager
Employment Agreement • May 7th, 2009 • Foundation Coal Holdings, Inc. • Bituminous coal & lignite surface mining • New York

THIS AGREEMENT by and among Foundation Coal Corporation, a Delaware corporation (the “Company”) and Greg A. Walker (“Executive”) is entered into and effective dated as of January 1, 2009.

ALPHA NATURAL RESOURCES, INC. AMENDED AND RESTATED 2012 LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE UNIT AWARD AGREEMENT FOR EMPLOYEES
Performance Share Unit Award Agreement for Employees • May 8th, 2014 • Alpha Natural Resources, Inc. • Bituminous coal & lignite surface mining

This Performance Share Unit Award Agreement set forth below (this “Agreement”) is dated as of the grant date (the “Grant Date”) set forth on Exhibit A and is between Alpha Natural Resources, Inc., a Delaware corporation (“Alpha”), and the Eligible Person to whom the Committee (or its designee) has made this Performance Grant (the “Award Recipient”).

MASSEY ENERGY COMPANY AND THE GUARANTORS PARTY HERETO Senior Indenture Dated as of August 12, 2008 Wilmington Trust Company, Trustee
Senior Indenture • June 1st, 2011 • Alpha Natural Resources, Inc. • Bituminous coal & lignite surface mining • New York

INDENTURE, dated as of August [•], 2008, among Massey Energy Company, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 4 North 4th Street, Richmond, Virginia 23219, the guarantors listed on the signature pages hereto, and Wilmington Trust Company, a Delaware banking corporation, as trustee (herein called the “Trustee”).

FOUNDATION COAL HOLDINGS, INC. AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN AWARD AGREEMENT
2004 Stock Incentive Plan • May 7th, 2009 • Foundation Coal Holdings, Inc. • Bituminous coal & lignite surface mining • New York

THIS AGREEMENT, is made effective as of January 12, 2009 (the “Award Date”), between Foundation Coal Holdings, Inc. (the “Company”) and Michael R. Peelish (the “Participant”).

Amendment Number 1 to EMPLOYMENT AGREEMENT
Employment Agreement • November 15th, 2005 • Foundation Coal Holdings, Inc. • Bituminous coal & lignite surface mining

THIS AMENDMENT, is made effective as of November 1, 2005, between Foundation Coal Corporation (the “Company”) and John R. Tellmann (the “Participant”).

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ALPHA NATURAL RESOURCES, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 10th, 2009 • Alpha Natural Resources, Inc. • Bituminous coal & lignite surface mining • Delaware

THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made as of , 2009, by and between Alpha Natural Resources, Inc., a Delaware corporation (the "Company"), and ______________ (the "Indemnitee").

ALPHA NATURAL RESOURCES, INC.
Restricted Stock Unit Award Agreement for Employees • August 8th, 2013 • Alpha Natural Resources, Inc. • Bituminous coal & lignite surface mining

This Restricted Stock Unit Award Agreement is dated as of the issue date (the "Issue Date") set forth on Exhibit A attached hereto (this "Agreement"), and is between Alpha Natural Resources, Inc., a Delaware corporation ("Alpha"), and the Eligible Person to whom the Committee has made this Award (the "Award Recipient").

FORM OF REGISTRATION RIGHTS AGREEMENT
Form of Registration Rights Agreement • December 9th, 2013 • Alpha Natural Resources, Inc. • Bituminous coal & lignite surface mining • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of [●], 2014, by and among Rice Energy Inc., a Delaware corporation (the “Company”), and each of the other parties listed on the signature page hereof (collectively, the “Parties”).

ALPHA NATURAL RESOURCES, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON- EMPLOYEE DIRECTORS UNDER THE 2012 LONG-TERM INCENTIVE PLAN
Restricted Stock Unit Award Agreement • May 17th, 2012 • Alpha Natural Resources, Inc. • Bituminous coal & lignite surface mining

This Restricted Stock Unit Award Agreement is dated as of the issue date (the “Issue Date”) set forth on Exhibit A attached hereto (this “Agreement”), and is between Alpha Natural Resources, Inc., a Delaware corporation (“Alpha”), and the individual named as Award Recipient on Exhibit A (the “Award Recipient”).

THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 10th, 2009 • Alpha Natural Resources, Inc. • Bituminous coal & lignite surface mining • Virginia

This Third Amended and Restated Employment Agreement ("Agreement"), dated this 31st day of July, 2009, is entered into by and between Alpha Natural Resources Services, LLC, on behalf of itself and its parent entities, subsidiaries and affiliates as may employ Employee from time to time (collectively, the "Employer"), and Kevin S. Crutchfield ("Employee") and is effective as of March 22, 2006 (the "Effective Date").

CREDIT AND SECURITY AGREEMENT Dated as of September 19, 2014 by and among ANR SECOND RECEIVABLES FUNDING, LLC, as Borrower, THE FINANCIAL INSTITUTIONS SIGNATORY HERETO FROM TIME TO TIME, as Lenders, GENERAL ELECTRIC CAPITAL CORPORATION, as Lender,...
Credit and Security Agreement • September 25th, 2014 • Alpha Natural Resources, Inc. • Bituminous coal & lignite surface mining • New York

THIS CREDIT AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Agreement” or the “Credit Agreement”) is entered into as of September 19, 2014 by and among ANR SECOND RECEIVABLES FUNDING, LLC, a Delaware limited liability company (the “Borrower”), THE FINANCIAL INSTITUTIONS SIGNATORY HERETO FROM TIME TO TIME as lenders (the “Lenders”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GECC”), as a Lender, as Swing Line Lender (the “Swing Line Lender”), as LC Lender and as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”) and WEBSTER BUSINESS CREDIT CORPORATION, a New York corporation, as LC Lender and as a Lender.

ALPHA NATURAL RESOURCES, INC. and UNION BANK, N.A. as Trustee SUPPLEMENTAL INDENTURE NO. 1 Dated as of June 1, 2011 to INDENTURE Dated as of June 1, 2011 $800,000,000 Principal Amount 6% Senior Notes due 2019 $700,000,000 Principal Amount 6.25% Senior...
Indenture • June 1st, 2011 • Alpha Natural Resources, Inc. • Bituminous coal & lignite surface mining • New York

SUPPLEMENTAL INDENTURE NO. 1 (the “Supplemental Indenture”), dated as of June 1, 2011, between Alpha Natural Resources, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined below) and Union Bank, N.A., a national banking association, as trustee (the “Trustee”).

FOUNDATION COAL HOLDINGS, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 1st, 2007 • Foundation Coal Holdings, Inc. • Bituminous coal & lignite surface mining • Delaware

THIS AGREEMENT, is made effective as of , 2007 (the “Date of Grant”), between Foundation Coal Holdings, Inc. (the “Company”) and Director (the “Participant”).

SIXTH SUPPLEMENTAL INDENTURE
Sixth Supplemental Indenture • June 3rd, 2011 • Alpha Natural Resources, Inc. • Bituminous coal & lignite surface mining • New York

WHEREAS, the Issuer, the Guarantors and the Trustee executed that certain Senior Indenture (the “Base Indenture”), dated as of August 12, 2008, as supplemented by that First Supplemental Indenture (the “First Supplemental Indenture”), dated the same date, as further supplemented by that Second Supplemental Indenture (the “Second Supplemental Indenture”), dated as of July 20, 2009, as further supplemented by that Third Supplemental Indenture (the “Third Supplemental Indenture”), dated as of August 28, 2009, as further supplemented by that Fourth Supplemental Indenture (the “Fourth Supplemental Indenture”), dated as of April 30, 2010, and as further supplemented by that Fifth Supplemental Indenture (the “Fifth Supplemental Indenture”) dated as of June 29, 2010 each by and among the Issuer, the Guarantors (defined therein) and the Trustee (the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Inde

ASSET PURCHASE AGREEMENT dated as of July 26, 2016 among CONTURA ENERGY, INC., ALPHA NATURAL RESOURCES, INC., THE SUBSIDIARIES OF ALPHA NATURAL RESOURCES, INC. LISTED ON SCHEDULE A HERETO, ANR, INC. and ALPHA NATURAL RESOURCES, INC., AS SELLERS’...
Asset Purchase Agreement • July 27th, 2016 • Alpha Natural Resources, Inc. • Bituminous coal & lignite surface mining • Delaware

ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of July 26, 2016 (the “Effective Date”), by and among Contura Energy, Inc., a Delaware corporation (“Buyer”), Alpha Natural Resources, Inc., a Delaware corporation (“Alpha Natural Resources”), the Subsidiaries (as hereinafter defined) of Alpha Natural Resources set forth on Schedule A (collectively, the “ANR Subsidiaries”, and together with Alpha Natural Resources, the “Sellers”), Alpha Natural Resources, as Sellers’ Representative (“Sellers’ Representative”), and ANR, Inc., a Delaware corporation (“ReorgCo”). The Sellers, Buyer (and any Designated Buyers), Sellers’ Representative and ReorgCo are referred to herein individually as a “Party” and collectively as the “Parties”.

ALPHA SERVICE COMPANIES RABBI TRUST AGREEMENT
Trust Agreement • August 9th, 2011 • Alpha Natural Resources, Inc. • Bituminous coal & lignite surface mining • Maryland

THIS TRUST AGREEMENT is made by and between ALPHA NATURAL RESOURCES, INC., a Delaware corporation (the “Company”), and T. ROWE PRICE TRUST COMPANY, a Maryland limited purpose trust company (the “Trustee”).

AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT As Amended and Restated as of June 1, 2011 Among ALPHA NATURAL RESOURCES, INC., as Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN and CITICORP NORTH AMERICA, INC., as Collateral...
Guarantee and Collateral Agreement • June 1st, 2011 • Alpha Natural Resources, Inc. • Bituminous coal & lignite surface mining • New York

WHEREAS, this Agreement amends and restates that certain Guarantee and Collateral Agreement dated as of July 30, 2004 (the “Original Closing Date”), between and among FC 2 Corp., a Delaware corporation (which subsequently merged with and into the Borrower), Foundation Coal Corporation, a Delaware corporation (which subsequently merged with and into the Borrower), S2 Acquisition Corp. (which subsequently merged with and into Foundation PA Coal Company, LLC, a Delaware limited liability company, formerly known as Foundation PA Coal Company), certain Subsidiaries of the Borrower party thereto and the Collateral Agent, as amended by Amendment No. 1 to Credit Agreement, dated as of May 22, 2009 (and effective July 31, 2009, the “Amendment No. 1 Effective Date”), and as supplemented by (i) Supplement No. 1, dated as of September 2, 2005, (ii) Supplement No. 2, dated as of October 5, 2007, (iii) Supplement No. 3 dated as of July 31, 2009 and (iv) Supplement No. 4 dated as of February 2, 2011

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • May 27th, 2009 • Foundation Coal Holdings, Inc. • Bituminous coal & lignite surface mining • Delaware

CREDIT AGREEMENT, dated as of July 30, 2004, as amended and restated as of July 7, 2006 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among FOUNDATION COAL CORPORATION, a Delaware corporation (“Holdings”), FOUNDATION PA COAL COMPANY, LLC (formerly known as Foundation PA Coal Company, the successor to S2 Acquisition Corp.) (the “Borrower”), the LENDERS party hereto from time to time, the ISSUING BANKS party hereto from time to time, CITICORP NORTH AMERICA, INC., as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders, BANK OF AMERICA, N.A., LASALLE BANK NATIONAL ASSOCIATION, PNC BANK, NATIONAL ASSOCIATION and THE ROYAL BANK OF SCOTLAND PLC, each as a co-documentation agent (each in such capacity, a “Co-Documentation Agent”), CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as sole syndication agent (in such capacity, the “Syndication Agent”), and as

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