RIGHTS AGREEMENT dated as of January 11, 2019 between CLOUD PEAK ENERGY INC., as the Company, and COMPUTERSHARE TRUST COMPANY, N.A., as Rights AgentRights Agreement • January 14th, 2019 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York
RIGHTS AGREEMENT, dated as of January 11, 2019, (this “Agreement”), by and between Cloud Peak Energy Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”).
CLOUD PEAK ENERGY RESOURCES LLC and CLOUD PEAK ENERGY FINANCE CORP. $300,000,000 8.250% Senior Notes due 2017 $300,000,000 8.500% Senior Notes due 2019 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 2nd, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York
Cloud Peak Energy Resources LLC, a Delaware limited liability company (the “Issuer”) and Cloud Peak Energy Finance Corp., a Delaware corporation (the “Co-Issuer” and together with the Issuer, the “Issuers”), propose to issue and sell to Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC and RBC Capital Markets Corporation, as representatives of the initial purchasers (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated November 20, 2009 (the “Purchase Agreement”), U.S.$300,000,000 aggregate principal amount of their 8.250% Senior Notes due 2017 (the “2017 Notes”) and U.S.$ 300,000,000 aggregate principal amount of their 8.500% Senior Notes due 2019 (the “2019 Notes” and together with the 2017 Notes, the “Initial Securities”) to be unconditionally guaranteed (the “Guaranties”) by the guarantors party hereto (the “Guarantors” and together with the Issuers, the “Company”). The Initial Securities will be issued pursuant to an I
13,500,000 Shares CLOUD PEAK ENERGY INC. Common Stock, $0.01 par value UNDERWRITING AGREEMENTUnderwriting Agreement • February 28th, 2017 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York
violation of any Applicable Laws applicable to the Company or any judgment, order or regulation known to us of any court or governmental or regulatory authority of the United States, New York State or Delaware applying or interpreting the Delaware General Corporation Law, except, in the case of clauses (A) and (C) above, for any such conflict, breach, violation, default, lien, charge or encumbrance that would not, individually or in the aggregate, have a Material Adverse Effect. With respect to clause (C) above, we express no opinion as to the application of any state securities or Blue Sky laws or federal or state antifraud laws, rules or regulations.
CREDIT AGREEMENT dated as of November 25, 2009 among CLOUD PEAK ENERGY RESOURCES LLC the LENDERS party hereto, the ISSUING BANKS party hereto, and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Swingline LenderCredit Agreement • December 2nd, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York
CREDIT AGREEMENT dated as of November 25, 2009 among CLOUD PEAK ENERGY RESOURCES LLC, as Borrower, the LENDERS party hereto, the ISSUING BANKS party hereto, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Swingline Lender, MORGAN STANLEY SENIOR FUNDING, INC., CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH and RBC CAPITAL MARKETS, as Joint Lead Arrangers and Joint Bookrunners, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH and RBC CAPITAL MARKETS as Joint Syndication Agents, CALYON NEW YORK BRANCH and JPMORGAN CHASE BANK, N.A. and THE BANK OF NOVA SCOTIA, SOCIETE GENERALE, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Joint Documentation Agents.
SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of May 15, 2019 among CLOUD PEAK ENERGY RECEIVABLES LLC, as Seller, CLOUD PEAK ENERGY RESOURCES LLC, a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code, as...Receivables Purchase Agreement • May 17th, 2019 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York
any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to consent in a timely and appropriate manner, any proceeding or petition described in clause (A) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Seller or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing or (C) the Seller shall become unable, admit in writing its inability or fail generally to pay its debts as they become due,
FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT amongIntercreditor Agreement • October 17th, 2016 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York
FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT dated as of October 17, 2016 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among CLOUD PEAK ENERGY RESOURCES LLC, a Delaware limited liability company (“Cloud Peak Energy”), CLOUD PEAK ENERGY FINANCE CORP., a Delaware corporation (“Cloud Peak Finance” and, together with Cloud Peak Energy, the “Borrowers”), the other Grantors (as defined below) party hereto, PNC BANK, NATIONAL ASSOCIATION, as Representative for the First Lien Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the “First Lien Collateral Agent”), WILMINGTON TRUST, NATIONAL ASSOCIATION, solely in its capacity as collateral agent under the Second Lien Indenture, as Representative for the Second Lien Indenture Secured Parties (in such capacity and together with its successors in such capacity, the “Second Lien Collateral Agent”), and each additional Second Priority Representative and Senio
EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2010 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • Colorado
This EMPLOYMENT AGREEMENT (the "Employment Agreement") is made effective as of November 14, 2009 (the "Effective Date") by and among Cloud Peak Energy Inc., a Delaware corporation (the "Company") and James Orchard (the "Executive").
STATE OF MONTANA COAL LEASECloud Peak Energy Inc. • August 12th, 2009 • Bituminous coal & lignite surface mining
THIS LEASE, is made an entered into between the State of Montana, by and through its lawfully qualified and acting Board of Land Commissioners, hereinafter referred to as "Lessor", and
STATE OF WYOMING COAL MINING LEASECloud Peak Energy Inc. • August 12th, 2009 • Bituminous coal & lignite surface mining
THIS INDENTURE OF LEASE ENTERED INTO THIS 2nd day of May, 2004, A.D. by and between the STATE OF WYOMING, acting by and through its Board of Land Commissioners (Board), party of the first part, hereinafter called the lessor, and
CLOUD PEAK ENERGY INC. (As Amended and Restated Effective March 3, 2017) FORM OF RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 5th, 2018 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • Delaware
THIS AGREEMENT is made as of the 2nd day of March 2018 (the “Grant Date”), between Cloud Peak Energy Inc., a Delaware corporation (the “Company”), and (the “Grantee”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 26th, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • Colorado
This EMPLOYMENT AGREEMENT (the "Employment Agreement") is made effective as of , 2009 (the "Effective Date") by and among Cloud Peak Energy Inc., a Delaware corporation (the "Company") and James Orchard (the "Executive").
United States Department of the Interior Bureau of Land Management Wyoming State Office Coal Lease ReadjustmentCloud Peak Energy Inc. • August 12th, 2009 • Bituminous coal & lignite surface mining
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 25th, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 19, 2009, is entered into by and among Cloud Peak Energy Inc., a Delaware corporation (including its successors, the “Company”), Cloud Peak Energy Resources LLC, a Delaware limited liability company(“CPE LLC”), Rio Tinto America Inc., a Delaware corporation (“RTA”), Rio Tinto Energy America Inc., a Delaware corporation (“RTEA”) and Kennecott Management Services Company, a Delaware corporation (“KMS”). The Company, RTEA and KMS are parties to the Third Amended and Restated Limited Liability Company Agreement of CPE LLC.
FORM OF CLOUD PEAK ENERGY INC. RESTRICTED STOCK UNIT AGREEMENT DirectorsRestricted Stock Unit Agreement • February 16th, 2017 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • Delaware
THIS AGREEMENT, made as of the day of , 2015 (the “Grant Date”), between Cloud Peak Energy Inc., a Delaware corporation (the “Company”), and (the “Grantee”).
FORM OF CLOUD PEAK ENERGY INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 9th, 2011 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • Delaware
THIS AGREEMENT, made as of the day of , 2011 (the “Grant Date”), between Cloud Peak Energy Inc., a Delaware corporation (the “Company”), and (the “Grantee”).
THIRD AMENDED AND RESTATED FORBEARANCE AGREEMENTForbearance Agreement • May 8th, 2019 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York
This THIRD AMENDED AND RESTATED FORBEARANCE AGREEMENT, dated as of May 7, 2019 (this “Agreement”), is entered into among the undersigned in connection with the AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of January 31, 2017 (as amended, supplemented and modified from time to time, the “RPA”) among CLOUD PEAK ENERGY RECEIVABLES LLC, a Delaware limited liability company, as seller (individually and in such capacity, the “Seller”), CLOUD PEAK ENERGY RESOURCES LLC, a Delaware limited liability company (“Cloud Peak”), as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), the various Conduit Purchasers, Related Committed Purchasers, LC Participants and Purchaser Agents from time to time party hereto, and PNC BANK, NATIONAL ASSOCIATION, as Administrator (in such capacity, together with its successors and assigns in such capacity, the “Administrator”) and as issuer of Letters of Credit (in such capacity, t
AMENDED AND RESTATED GUARANTEE AND SECURITY AGREEMENT dated as of May 24, 2018 among CLOUD PEAK ENERGY RESOURCES LLC the GUARANTORS party hereto and PNC BANK, NATIONAL ASSOCIATION, as Administrative AgentGuarantee and Security Agreement • May 24th, 2018 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York
THIS AMENDED AND RESTATED GUARANTEE AND SECURITY AGREEMENT (“Agreement”) dated as of May 24, 2018 among CLOUD PEAK ENERGY RESOURCES LLC, a Delaware limited liability company (the “Borrower”), the GUARANTORS party hereto and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 24th, 2019 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • Colorado
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of October 24, 2019 (the “Effective Date”) by and among Cloud Peak Energy Inc., a Delaware corporation (the “Company”) and Heath Hill (the “Executive”).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • November 25th, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York
THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is made and entered into as of November 19, 2009 by and among CLOUD PEAK ENERGY RESOURCES LLC (“CPE LLC”), a Delaware limited liability company, CLOUD PEAK ENERGY SERVICES COMPANY, a Delaware corporation (“CPESC”, and together with CPE LLC and their respective subsidiaries, the “CPE GROUP”), CLOUD PEAK ENERGY INC., a Delaware corporation (“CPE”), RIO TINTO AMERICA INC, a Delaware corporation (“RTA”), and RIO TINTO ENERGY AMERICA INC., a Delaware corporation (“RTEA”) (RTA and RTEA, each a “Company” and collectively, the “Companies”) and, solely for purposes of Section 3.2 of this Agreement, RIO TINTO PLC, a corporation incorporated in England and Wales (“RIO”) and RIO TINTO LIMITED (“RIO LTD”), an Australian corporation. CPE LLC, CPESC, CPE, each Company, RIO and RIO LTD are sometimes referred to herein separately as a “Party” and together as the “Parties.”
TAX RECEIVABLE AGREEMENT dated as of November 19, 2009Tax Receivable Agreement • November 25th, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of November 19, 2009, is hereby entered into by and among Cloud Peak Energy Inc., a Delaware corporation (“Buyer”) and Rio Tinto Energy America, Inc., a Delaware corporation (“RTEA”).
Form 3400-12 April 2007) UNITED STATES DEPARTMENT OF THE INTERIOR BUREAU OF LAND MANAGEMENT COAL LEASE FORM APPROVED OMB NO. 1004-0073 Expires: March 31, 2010 Serial Number WYW154432Cloud Peak Energy Inc. • August 12th, 2009 • Bituminous coal & lignite surface mining
EMPLOYMENT AGREEMENTEmployment Agreement • July 28th, 2017 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • Wyoming
This EMPLOYMENT AGREEMENT (the “Employment Agreement”) is made effective as of June 17, 2017 (the “Effective Date”) by and among Cloud Peak Energy Inc., a Delaware corporation (the “Company”) and Amy Clemetson (the “Executive”).
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CLOUD PEAK ENERGY RESOURCES LLC Dated November 19, 2009Limited Liability Company Agreement • November 25th, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • Delaware
This Third Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Cloud Peak Energy Resources LLC, a Delaware limited liability company (the “Company”), is made and entered into as of November 19, 2009, by and between Rio Tinto Energy America Inc., a Delaware corporation (“RTEA”), Kennecott Management Services Company, a Delaware corporation (“KMS”), and Cloud Peak Energy Inc., a Delaware corporation (“CPE”). Certain terms used in this Agreement are defined in Section 1.1.
UNITED STATES DEPARTMENT OF THE INTERIOR BUREAU OF LAND MANAGEMENT MODIFIED COAL LEASECloud Peak Energy Inc. • April 27th, 2018 • Bituminous coal & lignite surface mining
CLOUD PEAK ENERGY RESOURCES LLC, CLOUD PEAK ENERGY FINANCE CORP., as Issuers, CLOUD PEAK ENERGY INC., as Parent Guarantor, THE SUBSIDIARIES NAMED HEREIN, as Subsidiary Guarantors and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral AgentIndenture • October 17th, 2016 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York
THIS INDENTURE (the “Indenture”) dated as of October 17, 2016 is among Cloud Peak Energy Resources LLC, a Delaware limited liability company (the “Company”), Cloud Peak Energy Finance Corp., a Delaware corporation (the “Co-issuer” and, together with the Company, the “Issuers”), Cloud Peak Energy Inc., as Delaware corporation (the “Parent Guarantor”), the Subsidiary Guarantors (as defined herein) listed on Schedule A hereto, and Wilmington Trust, National Association, a national banking association, as Trustee and Collateral Agent (each, as defined below).
STATE OF MONTANA COAL LEASE RENEWAL Lease No. C-1088-05Cloud Peak Energy Inc. • August 12th, 2009 • Bituminous coal & lignite surface mining
This indenture of lease, made and entered into between the State of Montana, by and through its lawfully qualified and acting State Board of Land Commissioners, hereinafter referred to as "Lessor", and the person, company or corporation herein named, hereinafter referred to as "Lessee", under and pursuant to the authority granted Lessor by the terms and provisions of Section 77-3-301, et seq., MCA, all acts amendatory thereof and supplementary thereto, and all rules adopted pursuant thereto, is for the purpose of renewing State of Montana Coal Lease No. C-1088-95.
• ] Shares CLOUD PEAK ENERGY INC. Common Stock, $0.01 par value UNDERWRITING AGREEMENTUnderwriting Agreement • December 13th, 2010 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York
AMENDMENT NO. 2Credit Agreement • June 25th, 2019 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York
SUPERPRIORITY SENIOR SECURED PRIMING DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of May 15, 2019 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among CLOUD PEAK ENERGY INC., a Delaware corporation and a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code (“CPE”), the other Persons party hereto from time to time as a “Borrower”, the Persons party hereto from time to time as “Lenders”, and Ankura Trust Company, LLC, as administrative agent (in such capacity, including any sub-agent or any successor or assignee of any of the foregoing, the “Administrative Agent”) and as collateral agent (in such capacity, including any sub-agent or any successor or assignee of any of the foregoing, the “Collateral Agent”) for the Lenders.
Form 3400-12 (November 1998) UNITED STATES DEPARTMENT OF THE INTERIOR BUREAU OF LAND MANAGEMENT FORM APPROVED OMB NO. 1004-0073 Expires: October 31,2000 Serial Number COAL LEASE WYW141435Cloud Peak Energy Inc. • August 12th, 2009 • Bituminous coal & lignite surface mining
FORM OF CLOUD PEAK ENERGY INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 9th, 2011 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • Delaware
THIS AGREEMENT, made as of the day of , 2011 (the “Grant Date”), between Cloud Peak Energy Inc., a Delaware corporation (the “Company”), and (the “Grantee”).
FORM APPROVED OMB NO. 1004-0073 Expires: October 31,2000 Serial Number MTM 88405 Form 3400-12 (November 1998) UNITED STATES DEPARTMENT OF THE INTERIOR BUREAU OF LAND MANAGEMENT COAL LEASEMitigation Agreement • August 12th, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • Montana
FORM OF CLOUD PEAK ENERGY INC. 2009 LONG TERM INCENTIVE PLAN IPO NONQUALIFIED STOCK OPTION AGREEMENTAgreement • November 16th, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • Delaware
THIS AGREEMENT, made as of the day of , 2009 (the "Grant Date"), between Cloud Peak Energy Inc., a Delaware corporation (the "Company"), and (the "Grantee").
TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 24th, 2019 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining
This TRANSITION SERVICES AGREEMENT, dated as of October 24, 2019 (this “Agreement”), is by and among Navajo Transitional Energy Company, LLC, a Navajo Nation limited liability company (“Purchaser”), Cloud Peak Energy Inc., a Delaware corporation (the “Company” or the “Seller”, and collectively with each Additional Seller, the “Sellers”). The Service Recipient (as defined below) and the Service Provider (as defined below) are sometimes hereinafter individually referred to as a “Party” and collectively as the “Parties.” Capitalized but undefined terms used herein shall have the meaning ascribed to them in the Asset Purchase Agreement, dated as of August 19, 2019, between the Purchaser and the Sellers (as such agreement may be amended from time to time, the “Purchase Agreement”).
NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. New York, NY 10019Nomura Corporate Research • May 8th, 2019 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York
This letter agreement refers to the Forbearance Agreement, dated April 30, 2019 (as amended by that certain letter agreement dated as of April 30, 2019, the “Forbearance Agreement”), between Nomura Corporate Research and Asset Management Inc. (“us” and “we”), Cloud Peak Energy Resources (the “Issuer”), Cloud Peak Energy Finance Corp. (the “Co-Issuer”) and Cloud Peak Energy Inc. (the “Parent Guarantor”; collectively, with the Issuer and the Co-Issuer, “you”). Capitalized terms used but not defined herein have the meanings assigned to such terms in the Forbearance Agreement (including by reference to the 2024 Indenture (as defined therein)).
United States Department of the Interior Bureau of Land Management Wyoming State Office Coal Lease Readjustment Serial Number WYW23929 Date Lease Issued February 1, 1971Cloud Peak Energy Inc. • August 12th, 2009 • Bituminous coal & lignite surface mining
