EMPLOYMENT AGREEMENTEmployment Agreement • October 12th, 2011 • Armstrong Resource Partners, L.P. • Missouri
This Employment Agreement (the “Agreement”) is made as of the 1st day of October, 2011 by and between Armstrong Energy, Inc. (the “Company”) with offices at 7733 Forsyth Boulevard, Suite 1625, St. Louis, Missouri 63105; and Martin D. Wilson (the “Executive”) of 12 Babler Lane, St. Louis, Missouri 63124.
EMPLOYMENT AGREEMENTEmployment Agreement • October 12th, 2011 • Armstrong Resource Partners, L.P. • Missouri
This Employment Agreement (“Agreement”) is entered into this 1st day of October, 2011, by and between Armstrong Energy, Inc. (“Employer”), 7733 Forsyth Boulevard, Suite 1625, St. Louis, Missouri 63105 and J. Richard Gist (“Gist”), 1310 Christmas Valley Drive, Wildwood, Missouri 63005.
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • March 7th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders
This Administrative Services Agreement (the “Agreement”) entered into this 11th day of October, 2011, but effective as of the 1st day of January, 2011 (the “Effective Date”) by and among Armstrong Energy, Inc. (“Armstrong Energy”), a Delaware corporation formerly known as Armstrong Land Company, LLC with an address of 7733 Forsyth Boulevard, Suite 1625, St. Louis, Missouri 63105, Armstrong Resource Partners, L.P. (“ARP”), a Delaware limited partnership formerly known as Elk Creek, L.P., having an address of 7733 Forsyth Boulevard, Suite 1625, St. Louis, Missouri 63105, and Elk Creek GP, LLC (“Elk Creek GP”), a Delaware limited liability company and the managing general partner of ARP having an address of 7733 Forsyth Boulevard, Suite 1625, St. Louis, Missouri 63105.
REAL ESTATE LEASEReal Estate Lease • May 4th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders • Kentucky
This Lease Agreement (this “Lease”) is dated August 1, 2009, by and between David R. Cobb and Rebecca K. Cobb (“Landlord”), and Armstrong Coal Company, Inc (“Tenant”). The parties agree as follows:
COAL MINING LEASE AND SUBLEASEMining Lease and Sublease • May 30th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders • Kentucky
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”).
OPTION AMENDMENT, OPTION EXERCISE AND MEMBERSHIP INTEREST PURCHASE AGREEMENTOption Exercise and Membership Interest Purchase Agreement • March 7th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders • New York
Subject, however, to the following rights existing as of the Effective Date: oil and gas lease rights, public roads, public drainage ditches, easements for power lines, pipelines, railroads and rights-of-way, telephone lines, buried cables and all other easements and reservations.
COAL MINING LEASEMining Lease • December 19th, 2011 • Armstrong Resource Partners, L.P. • Mineral royalty traders • Kentucky
THIS COAL MINING LEASE (the “Lease”), made this 27th day of October, 2010, (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 407 Brown Road, Madisonville, Kentucky 42431 (“Lessee”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 12th, 2011 • Armstrong Resource Partners, L.P. • Missouri
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into this 1st day of June, 2007 by and between Armstrong Coal Co. (“Employer”), 7701 Forsyth Boulevard, Suite 1000, St. Louis, Missouri 63105 and Kenneth E. Allen (“Allen”), 6100 White Plains Road, White Plains, Kentucky 42464
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • March 7th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders • Kentucky
This Membership Interest Purchase Agreement (the “Contract”), made as of this 29th day of December, 2011 (“Contract Date”) by and between: WESTERN DIAMOND LLC, a Nevada limited liability company, and WESTERN LAND COMPANY, LLC, a Kentucky limited liability company, (hereinafter “Sellers”) agree to sell, and ARMSTRONG RESOURCE PARTNERS, L.P., a Delaware limited partnership (“Buyer”), agrees to buy all of Seller’s right, title and membership interest in Armstrong Conveyance I, LLC (“AC”), a Delaware limited liability company, representing 100% of the membership interests of AC (the “Membership Interests”), upon the terms and conditions set forth herein.
Corporate Fuels & By-Products 220 West Main Street Louisville, KY 40202Armstrong Resource Partners, L.P. • May 4th, 2012 • Mineral royalty traders
This letter restates and amends our letter to you dated August 1, 2008 in its entirety and is to amend the Base Price parameters noted below of the above referenced Coal Supply Agreement, but only with respect to the time periods as described below. Louisville Gas and Electric Company and Kentucky Utilities Company agree the following revised pricing will apply to all coal shipped via truck to Yellow Banks Dock during the time periods noted below.
ROYALTY DEFERMENT AND OPTION AGREEMENTRoyalty Deferment and Option Agreement • March 7th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders • Kentucky
This Royalty Deferment and Option Agreement (the “Agreement”) entered into this 11th day of October, 2011, but effective as of February 9, 2011, by and between Armstrong Coal Company, Inc. (“Armstrong”), Western Diamond LLC (“WD”) and Western Land Company, LLC (“WLC”) (Armstrong, together with WD and WLC, collectively referred to herein as the “Armstrong Entities”), and Western Mineral Development, LLC (“WMD”) and Ceralvo Holdings, LLC (“Ceralvo,” and together with WMD, the “ARP Entities”) (collectively, the “Parties”).
COAL MINING LEASE AND SUBLEASEMining Lease and Sublease • July 2nd, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders • Kentucky
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”).
ARMSTRONG RESOURCE PARTNERS, L.P. RESTRICTED UNIT AWARD AGREEMENTRestricted Unit Award Agreement • October 12th, 2011 • Armstrong Resource Partners, L.P. • Delaware
This Restricted Unit Award Agreement (the “Agreement”) is made this 1st day of October, 2011 (the “Effective Date”), between ARMSTRONG RESOURCE PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), and Martin D. Wilson (“Grantee”).
Corporate Fuels & By-Products 220 West Main Street Louisville, KY40202Armstrong Resource Partners, L.P. • May 4th, 2012 • Mineral royalty traders
This letter is to amend the Base Price parameters noted below of the above referenced Coal Supply Agreement, but only with respect to the time period as described below.
ARMSTRONG RESOURCE PARTNERS, L.P. Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • May 30th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders • New York
RAYMOND JAMES & ASSOCIATES, INC. FBR CAPITAL MARKETS & CO. as Representatives of the several Underwriters c/o Raymond James & Associates, Inc. 880 Carillon Parkway Saint Petersburg, FL 33716
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 19th, 2011 • Armstrong Resource Partners, L.P. • Mineral royalty traders • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of July 1, 2011, and is made by and among ARMSTRONG COAL COMPANY, INC., a Delaware corporation, ARMSTRONG LAND COMPANY, LLC, a Delaware limited liability company, WESTERN MINERAL DEVELOPMENT, LLC, a Delaware limited liability company, WESTERN DIAMOND LLC, a Nevada limited liability company, WESTERN LAND COMPANY, LLC, a Kentucky limited liability company, and ELK CREEK, L.P., a Delaware limited partnership (each a “Borrower” and collectively, the “Borrowers”), the GUARANTORS PARTY HERETO (individually a “Guarantor” and collectively, the “Guarantors”, and together with the Borrowers, 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”).
AMENDED OVERRIDING ROYALTY AGREEMENTOverriding Royalty Agreement • October 12th, 2011 • Armstrong Resource Partners, L.P. • Kentucky
This Amended Overriding Royalty Agreement (this “Agreement”) is made and entered into as of the 3rd day of December, 2008, by and among Western Land Company, LLC (“Western Land”), a Kentucky limited liability company, Western Diamond, LLC (“Western Diamond”), a Nevada limited liability company, Ceralvo Holdings, LLC (“Ceralvo”), a Delaware limited liability company, Armstrong Mining, Inc. (“Armstrong Mining”), a Delaware corporation, Armstrong Coal Company, Inc., a Delaware corporation (“Armstrong Coal”), Armstrong Land Company, LLC (“Armstrong Land”), a Delaware limited liability company (together, with each of the foregoing and their respective successors and assigns, the “Armstrong Parties”), and Mr. Kenneth E. Allen (“Allen”), 6100 White Plains Road, White Plains, Kentucky 42464 (collectively, the “Parties).
CONTRACT TO SELL REAL ESTATEContract to Sell Real Estate • May 4th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders • Kentucky
This Contract to Sell Real Estate (the “Contract”), made as of this 11th day of October, 2011 (“Contract Date”) by and between: WESTERN DIAMOND LLC, a Nevada limited liability company, and WESTERN LAND COMPANY, LLC, a Kentucky limited liability company, (hereinafter “Sellers”) agree to sell, and WESTERN MINERAL DEVELOPMENT, LLC, a Delaware limited liability company (“Buyer”), agrees to buy, a partial undivided interest in that certain real property and coal reserves described in the Exhibit A attached hereto and made a part hereof (the “Property”), subject to the exclusions and exceptions set forth thereon, as further described below.
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ARMSTRONG RESOURCE PARTNERS, L.P.Armstrong Resource Partners, L.P. • May 4th, 2012 • Mineral royalty traders • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ARMSTRONG RESOURCE PARTNERS, L.P., dated as of , 2012 is entered into by and among Elk Creek GP, LLC, a Delaware limited liability company, as the General Partner, and Yorktown Energy Partners VII, L.P., a Delaware limited partnership (“Yorktown VII”), Yorktown Energy Partners VIII, L.P., a Delaware limited partnership (“Yorktown VIII”), and Yorktown Energy Partners IX, L.P., a Delaware limited partnership (“Yorktown IX”), as the initial limited partners of the Partnership (sometimes individually referred to as an “ Initial Limited Partner” and collectively as the “Initial Limited Partners”), together with any other Persons who become Partners in the Partnership as provided herein.
Tennessee Valley Authority Coal Supply & Origination 1101 Market Street, MR 2A Chattanooga, Tennessee 37402-2801 CONTRACT SUPPLEMENTArmstrong Resource Partners, L.P. • February 10th, 2012 • Mineral royalty traders
Train W505 was loaded on May 24, 2011, under Traffic Control Number 196190 with coal which reflected a total moisture content of 12.60 percent compared with the REJECT SPECIFICATION, contained in Section 9.0 of the Contract, of 12.00 percent for that component of the analysis. As agreed, TVA will accept this trainload of coal in consideration of a $2.50 per ton reduction in price. Also, the analysis results obtained on this shipment will be included in the quarterly quality adjustment calculations required under Section 8.0, Adjustment for Quality. TVA’s Accounts Payable organization will deduct $26,669.81 from Contractor’s account.
AMENDED OVERRIDING ROYALTY AGREEMENTOverriding Royalty Agreement • February 10th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders • Kentucky
This Amended Overriding Royalty Agreement (this “Agreement”) is made and entered into as of the 3 rd day of December, 2008, by and among Western Land Company, LLC (“Western Land”), a Kentucky limited liability company, Western Diamond, LLC (“Western Diamond”), a Nevada limited liability company, Ceralvo Holdings, LLC (“Ceralvo”), a Delaware limited liability company, Armstrong Mining, Inc. (“Armstrong Mining”), a Delaware corporation, Armstrong Coal Company, Inc., a Delaware corporation (“Armstrong Coal”), Armstrong Land Company, LLC (“Armstrong Land”), a Delaware limited liability company (together, with each of the foregoing and their respective successors and assigns, the “Armstrong Parties”), and Mr. Kenneth E. Allen (“Allen”), 6100 White Plains Road, White Plains, Kentucky 42464 (collectively, the “Parties).
Tennessee Valley Authority Coal Supply & Origination 1101 Market Street, MR 2A Chattanooga, Tennessee 37402-2801 CONTRACT SUPPLEMENTArmstrong Resource Partners, L.P. • February 10th, 2012 • Mineral royalty traders
Tennessee Valley Authority Coal Acquisition & Supply 1101 Market Street, MR 2A Chattanooga, Tennessee 37402-2801 CONTRACT SUPPLEMENTArmstrong Resource Partners, L.P. • May 4th, 2012 • Mineral royalty traders
This confirms the October 1, 2009, agreement reached between both parties relative to freeze proofing deliveries under the subject contracts.
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ARMSTRONG RESOURCE PARTNERS, L.P.Agreement • May 4th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders • Delaware
This Amendment No. 1 (this “Amendment”) to the Amended and Restated Agreement of Limited Partnership of Armstrong Resource Partners, L.P., a Delaware limited partnership (the “Partnership”), is entered into effective as of January 1, 2012, by Elk Creek GP, LLC, a Delaware limited liability company (the “General Partner”), as the general partner of the Partnership. Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 12th, 2011 • Armstrong Resource Partners, L.P. • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of July 1, 2011, and is made by and among ARMSTRONG COAL COMPANY, INC., a Delaware corporation, ARMSTRONG LAND COMPANY, LLC, a Delaware limited liability company, WESTERN MINERAL DEVELOPMENT, LLC, a Delaware limited liability company, WESTERN DIAMOND LLC, a Nevada limited liability company, WESTERN LAND COMPANY, LLC, a Kentucky limited liability company, and ELK CREEK, L.P., a Delaware limited partnership (each a “Borrower” and collectively, the “Borrowers”), the GUARANTORS PARTY HERETO (individually a “Guarantor” and collectively, the “Guarantors”, and together with the Borrowers, 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”).
ASSIGNMENT OF LIMITED PARTNERSHIP UNITSArmstrong Resource Partners, L.P. • March 7th, 2012 • Mineral royalty traders
THIS ASSIGNMENT OF LIMITED PARTNERSHIP UNITS (this “Assignment”) dated as of January 25, 2012 (the “Effective Date”), is made by and among J. HORD ARMSTRONG, III, an individual residing in the State of Missouri (“Assignor”), and ARMSTRONG RESOURCE PARTNERS, L.P, a Delaware limited partnership (“Assignee”);
CONTRACT FOR PURCHASE AND SALE OF COAL BETWEEN ARMSTRONG COAL COMPANY, INC. AND TENNESSEE VALLEY AUTHORITYPurchase and Sale • May 4th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders
THIS AGREEMENT, is made and entered into this 10th day of September, 2008 by and between TENNESSEE VALLEY AUTHORITY, a corporation organized and existing under an Act of Congress (hereinafter called “TVA”), and Armstrong Coal Company, Inc., a Delaware corporation with its principal place of business located at 7701 Forsyth Boulevard, 10th Floor, St. Louis, Missouri 63105 (hereinafter called “Contractor”).
COAL SUPPLY AGREEMENT BETWEEN ARMSTRONG COAL COMPANY, INC. AND LOUISVILLE GAS & ELECTRIC COMPANY and KENTUCKY UTILTIES COMPANY Effective January 1, 2008Supply Agreement • May 4th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders • Kentucky
This is a coal supply agreement (the “Agreement”) dated as of January 1, 2008 between LOUISVILLE GAS AND ELECTRIC COMPANY (“LG&E”) and KENTUCKY UTILITIES COMPANY (“KU”), each a Kentucky corporation, with a common address at 220 West Main Street, Louisville, Kentucky 40202 (LG&E and KU are each individually sometimes herein called a “Buyer” as more particularly described below) and ARMSTRONG COAL COMPANY, INC. (“Seller”) a Delaware corporation with an address at 407 Brown Road, Madisonville, Kentucky 42431.
SUBSCRIPTION AGREEMENTSubscription Agreement • March 7th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders • Delaware
The undersigned (“Subscriber”), acknowledges that such Subscriber has received copies of and has carefully reviewed and considered the documents pertaining to the initial creation, organization and capitalization of Armstrong Resource Partners, L.P., a Delaware limited partnership (the “Partnership”).
CREDIT AND COLLATERAL SUPPORT FEE, INDEMNIFICATION AND RIGHT OF FIRST REFUSAL AGREEMENTArmstrong Resource Partners, L.P. • May 4th, 2012 • Mineral royalty traders • New York
This Credit and Collateral Support Fee, Indemnification and Right of First Refusal Agreement (the “Agreement”) is executed as of February 9, 2011 by and between Armstrong Land Company, LLC, a Delaware limited liability company (“Armstrong”), and each of the other parties designated as “Armstrong Entities” on the signature pages hereto (Armstrong, together with the other undersigned Armstrong Entities herein collectively referred to as the “Armstrong Entities”), and Elk Creek, L.P., a Delaware limited partnership (“Elk Creek”), and each of the other parties designated as “Elk Creek Entities” on the signature pages hereto (Elk Creek, together with the other undersigned Elk Creek Entities herein collectively referred to as the “Elk Creek Entities”). Contemporaneously herewith, the Armstrong Entities and Elk Creek have entered into that certain Option Amendment, Option Exercise and Membership Interest Purchase Agreement (the “Option and Purchase Agreement”). Capitalized terms used herein a
FUEL PURCHASE ORDER: L08046 AMENDMENT NO. 1Armstrong Resource Partners, L.P. • May 4th, 2012 • Mineral royalty traders
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP ARMSTRONG RESOURCE PARTNERS, L.P. October 1, 2011Agreement • October 12th, 2011 • Armstrong Resource Partners, L.P. • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of Armstrong Resource Partners, L.P. (the “Partnership”), dated as of October 1, 2011, is made by and among Elk Creek GP, LLC, a Delaware limited liability company (the “General Partner”), as the general partner of the Partnership, and Yorktown Energy Partners VII, L.P., a Delaware limited partnership (“Yorktown VII”), and Yorktown Energy Partners VIII, L.P., a Delaware limited partnership (“Yorktown VIII,” and together with Yorktown VII, “Yorktown”), as the limited partners of the Partnership (sometimes individually referred to as a “Limited Partner” and collectively as the “Limited Partners”). Capitalized terms used herein and not defined shall have those meanings ascribed to them in the Original Agreement and elsewhere in this Agreement.
ASSIGNMENT OF LIMITED PARTNERSHIP UNITSArmstrong Resource Partners, L.P. • March 7th, 2012 • Mineral royalty traders
THIS ASSIGNMENT OF LIMITED PARTNERSHIP UNITS (this “Assignment”) dated as of January 25, 2012 (the “Effective Date”), is made by and among MARTIN D. WILSON, an individual residing in the State of Missouri (“Assignor”), and ARMSTRONG RESOURCE PARTNERS, L.P, a Delaware limited partnership (“Assignee”);
AMENDED OVERRIDING ROYALTY AGREEMENTAmended Overriding Royalty Agreement • October 12th, 2011 • Armstrong Resource Partners, L.P. • Kentucky
This Amended Overriding Royalty Agreement (this “Agreement”) is made and entered into as of the 3rd day of December, 2008, by and among Western LAND Company, LLC (“Western Land”), a Kentucky limited liability company, Western Diamond, LLC (“Western Diamond”), a Nevada limited liability company, Ceralvo Holdings, LLC (“Ceralvo”), a Delaware limited liability company, Armstrong Mining, Inc. (“Armstrong Mining”), a Delaware corporation, Armstrong Coal Company, Inc., a Delaware corporation (“Armstrong Coal”), Armstrong Land Company, LLC (“Armstrong Land”), a Delaware limited liability company (together, with each of the foregoing and their respective successors and assigns, the “Armstrong Parties”), and Mr. David R. Cobb (“Cobb”), 3575 Brown Road, Madisonville, Kentucky 42431 (collectively, the “Parties).
TENNESSEE VALLEY AUTHORITY COAL ACQUISITION & SUPPLY 1101 Market Street, MR 2A Chattanooga, Tennessee 37402-2801 CONTRACT SUPPLEMENTArmstrong Resource Partners, L.P. • February 10th, 2012 • Mineral royalty traders
