95,000,000 Principal Amount EVERGREEN ENERGY INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 30th, 2007 • Evergreen Energy Inc • Bituminous coal & lignite surface mining • New York
Evergreen Energy Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to Credit Suisse Securities (USA) LLC, Capital One Southcoast, Inc., Natexis Bleichroeder Inc. and Johnson Rice & Company L.L.C. (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement of even date herewith (the “Purchase Agreement”), $95,000,000 aggregate principal amount of its 8.00% Convertible Secured Notes due 2012 (the “Initial Securities”) to be guaranteed (the “Guaranties”) by Evergreen Operations, LLC, a Delaware limited liability company, KFx Operations, LLC, a Wyoming limited liability company, Landrica Development Company, a South Dakota corporation, KFx Plant, LLC, a Wyoming limited liability company and Buckeye Industrial Mining Co., an Ohio corporation, the “Guarantors” and, collectively with the Issuer, the “Company”). The Initial Securities will be convertible into shares of common stock, par value $.001 per share, of the Issuer (the “Common Stock
EVERGREEN ENERGY INC., AS ISSUER, EACH OF THE SUBSIDIARY GUARANTORS PARTY HERETO, AS GUARANTORS AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE 8.00% CONVERTIBLE SECURED NOTES DUE 2012 INDENTUREIndenture • July 30th, 2007 • Evergreen Energy Inc • Bituminous coal & lignite surface mining • New York
THIS INDENTURE, dated as of July 30, 2007, is between EVERGREEN ENERGY INC., a Delaware corporation (the “Company”), EVERGREEN OPERATIONS, LLC, a Delaware limited liability company, KFx PLANT, LLC, a Wyoming limited liability company, KFx OPERATIONS, LLC, a Wyoming limited liability company, LANDRICA DEVELOPMENT COMPANY, a South Dakota corporation, BUCKEYE INDUSTRIAL MINING CO., an Ohio corporation (the “Subsidiary Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity and not in its individual capacity, the “Trustee”).
