COAL MINING LEASE AND SUBLEASEMining Lease and Sublease • February 10th, 2012 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • 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 • February 10th, 2012 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • 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.
EMPLOYMENT AGREEMENTEmployment Agreement • February 10th, 2012 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • Missouri
This Employment Agreement (“Agreement”) is entered into this 1st day of December 2011, by and between Armstrong Energy, Inc. (“Employer”), 7733 Forsyth Boulevard, Suite 1625, St. Louis, Missouri 63105 and Brian G. Landry (“Landry”), 937 Sheffield Forest Ct. Wildwood, Mo. 63021.
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • February 10th, 2012 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • 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.
NOTICE: THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION SURVANT MINING COMPANY, LLC LIMITED LIABILITY COMPANY AGREEMENT (THE OPERATING AGREEMENT)Operating Agreement • February 10th, 2012 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT, also called the “Operating Agreement” (collectively herein, the “Agreement”) effective as of the __ day of December, 2011, is entered into by and among Cyprus Creek Land Resources, LLC (“Cyprus”) and Armstrong Coal Company, Inc. (“Armstrong”).
TENNESSEE VALLEY AUTHORITY COAL ACQUISITION & SUPPLY 1101 Market Street, MR 2A Chattanooga, Tennessee 37402-2801 CONTRACT SUPPLEMENTArmstrong Energy, Inc. • February 10th, 2012 • Bituminous coal & lignite surface mining
The “Base Term” of this contract is 5.5 years (July 1, 2008 — December 31, 2013) and provides for Base Term price renegotiations effective on the 30th month anniversary (January 1, 2011) of the Delivery Commencement Date. The “Reopener Term” of this contract is 5.0 years (January 1, 2014 — December 31, 2018). The Base Term and the Reopener Term are subject to the terms and conditions provided below.
TENNESSEE VALLEY AUTHORITY COAL ACQUISITION & SUPPLY 1101 Market Street, MR 2A Chattanooga, Tennessee 37402-2801 CONTRACT SUPPLEMENTArmstrong Energy, Inc. • February 10th, 2012 • Bituminous coal & lignite surface mining • Delta
This confirms the agreement reached between Ben Jones, TVA, and Tate Rich, Delta Coals, LLC, on behalf of Armstrong Coal Company, Inc., (“Contractor”) to amend Contract 612-40668 (the “Contract”) as set forth below. Coal provided prior to January 1, 2010, will be governed by the terms of the Contract, as amended by Supplements 1-6 and Section 5 of this Supplement 7, and coal delivered on or after January 1, 2010, will be governed by the terms of the Contract as amended by Supplements 1-6 and this Supplement 7.
EXTENSION OF AGREEMENT TO ENTER INTO VOTING AND STOCKHOLDERS’ AGREEMENTExtension of Agreement • February 10th, 2012 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • Delaware
This EXTENSION OF AGREEMENT TO ENTER INTO VOTING AND STOCKHOLDERS’ AGREEMENT (this “Agreement”), is made and entered into as of February 1, 2012, by and among Armstrong Energy, Inc., a Delaware corporation (the “Company”), Yorktown Energy Partners VI, L.P., a Delaware limited partnership (“Yorktown VI”), Yorktown Energy Partners VII, L.P., a Delaware limited partnership (“Yorktown VII”), and Yorktown Energy Partners VIII, L.P., a Delaware limited partnership (together with Yorktown VI and Yorktown VII, “Yorktown”).
