FORM OF OMNIBUS AGREEMENT among BOWIE RESOURCE PARTNERS, LLC BOWIE RESOURCE HOLDINGS, LLC BOWIE RESOURCE PARTNERS LP BOWIE GP, LLC and BRP HOLDINGS LLCOmnibus Agreement • June 19th, 2015 • Bowie Resource Partners LP • Bituminous coal & lignite mining
THIS OMNIBUS AGREEMENT (this “Agreement”), as it may be amended, modified or supplemented from time to time in accordance with the terms hereof, is entered into effective as of the Closing Date (as defined below), and is by and among Bowie Resource Partners, LLC, a Delaware limited liability company (“BRP”), Bowie Resource Holdings, LLC, a Delaware limited liability company (“BRH”, and together with BRP, collectively the “Sponsor”), Bowie Resource Partners LP, a Delaware limited partnership (the “Partnership”), Bowie GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and BRP Holdings LLC, a Delaware limited liability company (the “Operating Company”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
ASSET PURCHASE AND SALE AGREEMENT (FOSSIL ROCK ASSETS) between FOSSIL ROCK FUELS, LLC and FOSSIL ROCK RESOURCES, LLC dated as of December 12, 2014Asset Purchase and Sale Agreement • June 19th, 2015 • Bowie Resource Partners LP • Bituminous coal & lignite mining • Utah
THIS ASSET PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into this 12th day of December, 2014 (the “Effective Date”), by and between FOSSIL ROCK FUELS, LLC, a Delaware limited liability company, having a mailing address of 1407 W. North Temple, Salt Lake City, Utah 84116 (“Seller”), and FOSSIL ROCK RESOURCES, LLC, a Delaware limited liability company, having a mailing address of 6100 Dutchmans Lane, 9th Floor, Louisville, Kentucky 40205 (“Buyer”). Seller and Buyer may be collectively referred to herein as the “Parties” or individually as a “Party.”
FORM OF COAL SUPPLY AGREEMENT AMONG BRP HOLDINGS LLC, CANYON FUEL COMPANY, LLC, FOSSIL ROCK RESOURCES, LLC, AND BOWIE COAL SALES, LLC DATEDSupply Agreement • June 19th, 2015 • Bowie Resource Partners LP • Bituminous coal & lignite mining • Utah
FORM OF BOWIE REFINED COAL AGREEMENT among BOWIE REFINED COAL, LLC BOWIE RESOURCE PARTNERS LP BOWIE GP, LLC and BRP HOLDINGS LLCBowie Refined Coal Agreement • June 19th, 2015 • Bowie Resource Partners LP • Bituminous coal & lignite mining
THIS BOWIE REFINED COAL AGREEMENT (this “Agreement”), as it may be amended, modified or supplemented from time to time in accordance with the terms hereof, is entered into effective as of the Closing Date (as defined below), and is by and among Bowie Refined Coal, LLC, a Delaware limited liability company (“BRC”), Bowie Resource Partners LP, a Delaware limited partnership (the “Partnership”), Bowie GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and BRP Holdings LLC, a Delaware limited liability company (the “Operating Company”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
Repayment Agreement (Quitchupah Road)Repayment Agreement • June 19th, 2015 • Bowie Resource Partners LP • Bituminous coal & lignite mining • Utah
Notes: The Company is receiving reimbursement of $847,908.34 and a credit of $699,196.88 for the Environmental Costs incurred by the Company prior to the Effective Date. The reimbursement is reflected in the payment schedule above by reductions in the April 10, 2012 reserve payment of $423,954.17 to $0 and the March 1, 2013 reserve payment of $423,954.17 to $0. The credit is reflected in the payment schedule above by a reduction in the March 1, 2013 payment of $699,196.88 (Base Payment - Interest) to $0.
OMNIBUS AMENDMENT AGREEMENT (Fossil Rock Note and Waiver of Conditions)Omnibus Amendment Agreement • June 19th, 2015 • Bowie Resource Partners LP • Bituminous coal & lignite mining • Utah
THIS OMNIBUS AMENDMENT AGREEMENT (“Agreement”) is entered into and effective as of June 5, 2015, by and among (i) FOSSIL ROCK RESOURCES, LLC, a Delaware limited liability company (“Fossil Rock”), (ii) HUNTER PREP PLANT, LLC, a Delaware limited liability company (“HPP”), (iii) BOWIE COAL SALES, LLC, a Delaware limited liability company (“BCS”), (iv) FOSSIL ROCK FUELS, LLC, a Delaware limited liability company (“FRF”), and (v) PACIFICORP, an Oregon corporation (“PCC”).
