Armstrong Energy, Inc. Sample Contracts

Armstrong Energy, Inc. – THIRD SUPPLEMENTAL FORBEARANCE AGREEMENT (September 25th, 2017)

This THIRD SUPPLEMENTAL FORBEARANCE AGREEMENT, dated as of September 24, 2017 (this “Agreement”), is by and among Armstrong Energy, Inc., a corporation organized under the laws of Delaware (the “Company”), the Guarantors (together with the Company, the “Obligors”) and the undersigned beneficial holders or investment managers or advisors for such beneficial holders (together with any party that executes a Third Supplemental Forbearance Joinder Agreement (the form of which is attached hereto as Exhibit A) after the date hereof, the “Supporting Holders”) of the Company’s 11.75% Senior Secured Notes due 2019 (the “Notes”).

Armstrong Energy, Inc. – SECOND SUPPLEMENTAL FORBEARANCE AGREEMENT (September 15th, 2017)

This SECOND SUPPLEMENTAL FORBEARANCE AGREEMENT, dated as of September 15, 2017 (this “Agreement”), is by and among Armstrong Energy, Inc., a corporation organized under the laws of Delaware (the “Company”), the Guarantors (together with the Company, the “Obligors”) and the undersigned beneficial holders or investment managers or advisors for such beneficial holders (together with any party that executes a Second Supplemental Forbearance Joinder Agreement (the form of which is attached hereto as Exhibit A) after the date hereof, the “Supporting Holders”) of the Company’s 11.75% Senior Secured Notes due 2019 (the “Notes”).

Armstrong Energy, Inc. – FIRST SUPPLEMENTAL FORBEARANCE AGREEMENT (August 17th, 2017)

This FIRST SUPPLEMENTAL FORBEARANCE AGREEMENT, dated as of August 15, 2017 (this “Agreement”), is by and among Armstrong Energy, Inc., a corporation organized under the laws of Delaware (the “Company”), the Guarantors (together with the Company, the “Obligors”) and the undersigned beneficial holders or investment managers or advisors for such beneficial holders (together with any party that executes a First Supplemental Forbearance Joinder Agreement (the form of which is attached hereto as Exhibit A) after the date hereof, the “Supporting Holders”) of the Company’s 11.75% Senior Secured Notes due 2019 (the “Notes”).

Armstrong Energy, Inc. – Re: Armstrong Energy Inc. (August 17th, 2017)

The purpose of this letter is to confirm the understanding and agreement (the “Agreement”) between Armstrong Energy Inc. (the “Client” or “Armstrong”) and FTI Consulting, Inc. (“FTI”) concerning the Client’s engagement of FTI to provide certain temporary employees to the Client to act as both Chief Restructuring Officer and as Hourly Temporary Staff in providing services consistent with those roles (the “Engagement”). This Agreement is effective on August 14, 2017 (the “Effective Date”). The FTI Standard Terms and Conditions attached hereto as Exhibit “A” are also incorporated herein and forms part of this Agreement.

Armstrong Energy, Inc. – FORBEARANCE AGREEMENT (July 17th, 2017)

This FORBEARANCE AGREEMENT, dated as of July 16, 2017 (this “Agreement”), is by and among Armstrong Energy, Inc., a corporation organized under the laws of Delaware (the “Company”), the Guarantors (together with the Company, the “Obligors”) and the undersigned beneficial holders or investment managers or advisors for such beneficial holders (together with any party that executes a Forbearance Joinder Agreement (the form of which is attached hereto as Exhibit A) after the date hereof, the “Supporting Holders”) of the Company’s 11.75% Senior Secured Notes due 2019 (the “Notes”).

Armstrong Energy, Inc. – Armstrong Energy, Inc. Retention Bonus Agreement (June 12th, 2017)
Armstrong Energy, Inc. – Armstrong Energy, Inc. Retention Bonus Agreement (June 12th, 2017)
Armstrong Energy, Inc. – Armstrong Energy, Inc. Form of Retention Bonus Agreement (June 12th, 2017)

On behalf of Armstrong Energy, Inc. (the “Company”), I am pleased to offer you the opportunity to receive a retention bonus, if you agree to the terms and conditions contained in this Retention Bonus Agreement (this “Agreement”), which shall be effective as of the date of your signature below (the “Effective Date”).

Armstrong Energy, Inc. – Armstrong Energy, Inc. Retention Bonus Agreement (June 12th, 2017)
Armstrong Energy, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARMSTRONG ENERGY, INC. (June 7th, 2017)
Armstrong Energy, Inc. – ARMSTRONG ENERGY, INC. SECOND AMENDED AND RESTATED BYLAWS Adopted as of June 7, 2017 (June 7th, 2017)
Armstrong Energy, Inc. – SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (March 31st, 2017)

This Second Amendment to Employment Agreement (“Second Amendment”) is entered into this 17th day of March 2017, by and between Armstrong Energy, Inc. and its subsidiaries (“Employer”), 7733 Forsyth Boulevard, Suite 1625, St. Louis, Missouri 63105 and Jeffrey F. Winnick (“Winnick”), 685 Marshall Avenue, St. Louis, Missouri 63119. Employer and Winnick are sometimes referred to collectively herein as the “Parties.”

Armstrong Energy, Inc. – SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS (March 31st, 2017)

This SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS (“Agreement”) is entered this 29th day of March, 2017 (the “Effective Date”) by and between Armstrong Energy, Inc. (“AE”), Armstrong Coal Company, Inc. (“ACC”), Elk Creek GP, LLC (“Elk Creek”), Thoroughfare Mining, LLC (“Thoroughfare”), Western Diamond LLC (“WD”), and Western Land Company, LLC (“WLC”, and together with AE, ACC, Thoroughfare, Elk Creek, WD, and any other wholly-owned subsidiary of AE, collectively referred to as the “Armstrong Entities”); and Thoroughbred Holdings GP, LLC (“Thoroughbred Holdings”), Thoroughbred Resources, L.P. (“Thoroughbred”), Western Mineral Development, LLC (“WMD”), and Ceralvo Holdings, LLC (“Ceralvo”, and, together with Thoroughbred, WMD and any other wholly-owned subsidiary of Thoroughbred Holdings, the “Thoroughbred Entities”) (collectively, the “Parties”).

Armstrong Energy, Inc. – COAL MINING LEASE (August 11th, 2016)

THIS COAL MINING LEASE (the “Lease”), made this 1st day of June, 2016, (the “Effective Date”) between Alcoa Fuels, Inc., an Indiana corporation of 4700 Darlington Road, Newburgh, Indiana 47630 (“Lessor”), and Armstrong Coal Company, Inc., a Delaware corporation, with an address of 405 Brown Road, Madisonville, Kentucky 42431 (“Lessee”).

Armstrong Energy, Inc. – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (May 12th, 2016)

This First Amendment to Employment Agreement (this “Amendment”) is entered into effective as of May 18, 2015 (the “Effective Date”) by and between Armstrong Energy, Inc., a Delaware corporation with offices at 7733 Forsyth Boulevard, Suite 1625, Saint Louis, Missouri 63105 (the “Company”), and J. Hord Armstrong, III of 748 Cella Road, Saint Louis, Missouri 63124 (the “Executive”). Armstrong and the Executive are sometimes referred to collectively herein as the “Parties.”

Armstrong Energy, Inc. – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (May 12th, 2016)

This First Amendment to Employment Agreement (this “Amendment”) is entered into this 22nd day of April, 2016, by and between Armstrong Energy, Inc. and its subsidiaries (“Employer”), 7733 Forsyth Boulevard, Suite 1625, St. Louis, Missouri 63105 and Jeffrey F. Winnick (“Winnick”), 685 Marshall Avenue, St. Louis, Missouri 63119. Employer and Winnick are sometimes referred to collectively herein as the “Parties.”

Armstrong Energy, Inc. – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (May 12th, 2016)

This First Amendment to Employment Agreement (this “Amendment”) is entered into effective as of May 18, 2015 (the “Effective Date”) by and between Armstrong Energy, Inc., a Delaware corporation with offices at 7733 Forsyth Boulevard, Suite 1625, Saint Louis, Missouri 63105 (the “Company”), and Martin D. Wilson of 12 Babler Lane, Saint Louis, Missouri 63124 (the “Executive”). Armstrong and the Executive are sometimes referred to collectively herein as the “Parties.”

Armstrong Energy, Inc. – SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (May 12th, 2016)

This Second Amendment to Employment Agreement (this “Amendment”) is entered into effective as of the 22nd day of April, 2016 (the “Effective Date”) by and between Armstrong Energy, Inc., a Delaware corporation with offices at 7733 Forsyth Boulevard, Suite 1625, Saint Louis, Missouri 63105 (the “Company”), and Martin D. Wilson of 12 Babler Lane, Saint Louis, Missouri 63124 (the “Executive”). Company and Executive are sometimes referred to collectively herein as the “Parties.”

Armstrong Energy, Inc. – SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (May 12th, 2016)

This Second Amendment to Employment Agreement (this “Amendment”) is entered into effective as of the 22nd day of April, 2016 (the “Effective Date”) by and between Armstrong Energy, Inc., a Delaware corporation with offices at 7733 Forsyth Boulevard, Suite 1625, Saint Louis, Missouri 63105 (the “Company”), and J. Hord Armstrong, III of 748 Cella Road, Saint Louis, Missouri 63124 (the “Executive”). Company and Executive are sometimes referred to collectively herein as the “Parties.”

Armstrong Energy, Inc. – EMPLOYMENT AGREEMENT (November 12th, 2015)

This Employment Agreement (“Agreement”) is entered into this 1st day of September, 2015, by and between Armstrong Energy, Inc. and its subsidiaries (“Employer”), 7733 Forsyth Boulevard, Suite 1625, St. Louis, Missouri 63105 and Jeffrey F. Winnick (“Winnick”), 685 Marshall Avenue, St. Louis, Missouri 63119.

Armstrong Energy, Inc. – JOINDER NO. 3 TO SECURITY AGREEMENT (March 26th, 2015)

Joinder No. 3 (this “Joinder”), dated as of January 29, 2015, to the Security Agreement, dated as of December 21, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Security Agreement”), by and among each of the parties listed on the signature pages thereto and those additional entities that thereafter become parties thereto (collectively, jointly and severally, “Grantors” and each, individually, a “Grantor”) and Wells Fargo Bank, National Association, as trustee (in such capacity, together with its successors and assigns, the “Trustee”) and as collateral agent (in such capacity, together with its successors and assigns, the “Collateral Agent”).

Armstrong Energy, Inc. – FOURTH SUPPLEMENTAL INDENTURE (March 26th, 2015)

Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of January 29, 2015, among Armstrong Coal Sales, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a Subsidiary of Armstrong Energy, Inc., a Delaware corporation (the “Company”), the Company, and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).

Armstrong Energy, Inc. – GUARANTOR JOINDER AND ASSUMPTION AGREEMENT (March 26th, 2015)

THIS GUARANTOR JOINDER AND ASSUMPTION AGREEMENT is made as of January 29, 2015, by Armstrong Coal Sales, LLC, a Delaware limited liability company (the “New Guarantor”).

Armstrong Energy, Inc. – ARMSTRONG ENERGY, INC. AMENDED AND RESTATED 2011 LONG-TERM INCENTIVE PLAN (March 26th, 2015)
Armstrong Energy, Inc. – FIRST AMENDED AND RESTATED ROYALTY DEFERMENT AND OPTION AGREEMENT (August 14th, 2014)

This First Amended and Restated Royalty Deferment and Option Agreement (this “Agreement”) entered into this 14th day of August, 2014, by and among Armstrong Coal Company, Inc. (“Armstrong”), Thoroughfare Mining, LLC (“Thoroughfare”), Western Diamond LLC (“WD”), Western Land Company, LLC (“WLC”, and together with Armstrong, Thoroughfare, WD, and any other wholly-owned subsidiary of Armstrong Energy, Inc. who may from time to time own or lease any portion of the Subject Assets and who joins into this Agreement by executing a joinder hereto, collectively referred to as the “Armstrong Entities”) and Thoroughbred Resources, L.P. (“Thoroughbred”), Western Mineral Development, LLC (“WMD”), and Ceralvo Holdings, LLC (“Ceralvo”, and, together with Thoroughbred, WMD and any wholly-owned subsidiary of Thoroughbred who may from time to time own or lease any portion of the Subject Assets and who joins entity this Agreement by executing a joinder hereto, the “Thoroughbred Entities”) (collectively, t

Armstrong Energy, Inc. – SECOND SUPPLEMENTAL INDENTURE (August 14th, 2014)

Second Supplemental Indenture (this “Supplemental Indenture”), dated as of July 24, 2014, among Thoroughfare Mining, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a Subsidiary of Armstrong Energy, Inc., a Delaware corporation (the “Company”), the Company, and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).

Armstrong Energy, Inc. – FIRST AMENDMENT TO CREDIT AGREEMENT (August 14th, 2014)

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of August 14, 2014, and is made by and among ARMSTRONG ENERGY, INC., a Delaware corporation (the “Borrower”), the GUARANTORS PARTY HERETO (individually a “Guarantor” and collectively, the “Guarantors”, and together with the Borrower, 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 (the “Administrative Agent”).

Armstrong Energy, Inc. – THIRD SUPPLEMENTAL INDENTURE (August 14th, 2014)

This Third Supplemental Indenture (this “Supplemental Indenture”), dated as of August 14, 2014, is by and among Armstrong Energy, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined in the Indenture referred to below), and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).

Armstrong Energy, Inc. – JOINDER NO. 2 TO SECURITY AGREEMENT (August 14th, 2014)

Joinder No. 2 (this “Joinder”), dated as of July 24, 2014, to the Security Agreement, dated as of December 21, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Security Agreement”), by and among each of the parties listed on the signature pages thereto and those additional entities that thereafter become parties thereto (collectively, jointly and severally, “Grantors” and each, individually, a “Grantor”) and Wells Fargo Bank, National Association, as trustee (in such capacity, together with its successors and assigns, the “Trustee”) and as collateral agent (in such capacity, together with its successors and assigns, the “Collateral Agent”).

Armstrong Energy, Inc. – GUARANTOR JOINDER AND ASSUMPTION AGREEMENT (August 14th, 2014)

THIS GUARANTOR JOINDER AND ASSUMPTION AGREEMENT is made as of July 24, 2014, by Thoroughfare Mining, LLC, a Delaware limited liability company (the “New Guarantor”).

Armstrong Energy, Inc. – RETIREMENT, CONSULTING AND RELEASE AGREEMENT (March 25th, 2014)

This Retirement, Consulting and Release Agreement (the “Agreement”) is entered into as of January 1, 2014 (the “Effective Date”) between Armstrong Energy, Inc., together with its subsidiaries and affiliates (collectively, the “Company”) and David R. Cobb (“Employee”).

Armstrong Energy, Inc. – 2012 BASE QUANTITY AMENDMENT NO.1 (July 30th, 2013)

THIS 2012 BASE QUANTITY AMENDMENT NO.1 is made and entered into as of January 1, 2012 (the “Effective Date”) by and between Louisville Gas and Electric Company (“LG&E”) and Kentucky Utilities Company (“KU”), each a Kentucky corporation, and Armstrong Coal Company, Inc. (“Armstrong”), a Delaware corporation.

Armstrong Energy, Inc. – Tennessee Valley Authority Coal Supply & Origination 1101 Market Street, MR 2A Chattanooga, Tennessee 37402-2801 CONTRACT SUPPLEMENT (July 30th, 2013)

As a result of reopener negotiations, TVA and Armstrong Coal Company, Inc., (“Armstrong”) hereby agree to the following modifications to Group-Contract No. 635-40685 (the Contract).

Armstrong Energy, Inc. – FORMATION AND TRANSFER AGREEMENT (July 30th, 2013)

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.

Armstrong Energy, Inc. – COAL MINING LEASE AND SUBLEASE (July 30th, 2013)

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”).