Kentucky Sample Contracts

Diversicare Healthcare Services, Inc. – ASSET PURCHASE AGREEMENT (February 28th, 2019)

THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made effective as of October 30, 2018, by and among DIVERSICARE OF FULTON, LLC, a Delaware limited liability company (“Fulton OpCo”), DIVERSICARE FULTON PROPERTIES, LLC, a Delaware limited liability company (“Fulton PropCo”), DIVERSICARE CLINTON, LLC, a Delaware limited liability company (“Clinton OpCo”), DIVERSICARE CLINTON PROPERTIES, LLC, a Delaware limited liability company (“Clinton PropCo”), DIVERSICARE OF GLASGOW, LLC, a Delaware limited liability company (“Glasgow OpCo”), and DIVERSICARE GLASGOW PROPERTIES, LLC, a Delaware limited liability company (“Glasgow Properties,” and together with Fulton OpCo, Fulton PropCo, Clinton OpCo, Clinton PropCo, and Glasgow OpCo, the “Sellers”), and FULTON NURSING AND REHABILITATION LLC, a Kentucky limited liability company (“Fulton OpCo Buyer”), HOLIDAY FULTON PROPCO LLC, a Kentucky limited liability company (“Fulton PropCo Buyer”), BIRCHWOOD NURSING AND REHABILITATION LLC, a Kentucky limited liab

Diversicare Healthcare Services, Inc. – FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT AND OMNIBUS RELEASE (February 28th, 2019)

THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT AND OMNIBUS RELEASE (this “Amendment”) dated as of December 1, 2018, by and among CIBC BANK USA, formerly known as The PrivateBank and Trust Company, an Illinois banking corporation (together with its successors and assigns, “Administrative Agent”) in its capacity as administrative agent for the Lenders (as defined below), the Lenders, and the Affiliates of DIVERSICARE HEALTHCARE SERVICES, INC. identified on the signature pages as “Borrower” (individually and collectively, “Borrower”).

Diversicare Healthcare Services, Inc. – SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING LOAN AND SECURITY AGREEMENT (February 28th, 2019)

THIS SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING LOAN AND SECURITY AGREEMENT (this “Amendment”) dated as of December 1, 2018, is by and among CIBC BANK USA, formerly known as The PrivateBank and Trust Company, an Illinois banking corporation (together with its successors and assigns, “Administrative Agent”) in its capacity as administrative agent for the Lenders (as defined below), the Lenders, DIVERSICARE MANAGEMENT SERVICES CO., a Tennessee corporation, and certain of its affiliates parties hereto identified on the signature pages as “Borrower” (individually and collectively, “Borrower”).

German American Bancorp, Inc. – Symbol: GABC February 2019 Merger with Citizens First Corporation Bowling Green, Kentucky CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements made pursuant to the safe- harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can often, but not always, be identified by the use of words like “believe”, “continue”, “pattern”, “estimate”, “project”, “intend”, “anticipate”, “expect” and similar expressions or future or conditional verbs such as “will”, “would”, “should”, “could”, “might”, “can”, (February 22nd, 2019)
German American Bancorp, Inc. – AGREEMENT AND PLAN OF REORGANIZATION by and among CITIZENS FIRST CORPORATION, a Kentucky corporation, CITIZENS FIRST BANK, INC., a Kentucky bank, GERMAN AMERICAN BANCORP, INC., an Indiana corporation, and GERMAN AMERICAN BANK, an Indiana bank February 21, 2019 (February 22nd, 2019)
German American Bancorp, Inc. – VOTING AGREEMENT (February 22nd, 2019)

THIS VOTING AGREEMENT ("Agreement") is made and entered into as of February 21, 2019, by and among GERMAN AMERICAN BANCORP, INC., an Indiana corporation ("German American"), and the undersigned securityholders (each, the "Securityholder," which term is used to describe all undersigned securityholders together if more than one) of Citizens First Corporation, a Kentucky corporation (the "Company"). All capitalized terms herein not otherwise defined shall have the meaning ascribed to them in the "Merger Agreement" (as defined below).

Texas Roadhouse, Inc. – ASSET PURCHASE AGREEMENT (February 22nd, 2019)

THIS ASSET PURCHASE AGREEMENT dated as of December 3, 2018 (this  “Agreement”), is made by and among (i) TEXAS ROADHOUSE, INC., a Delaware corporation (“Roadhouse”), (ii) TEXAS ROADHOUSE HOLDINGS LLC, a Kentucky limited liability company (“Holdings”), (iii) GREEN BROTHERS DINING INC., a Florida corporation (“Franchisee”) and (iv) W. KENT TAYLOR, an individual, and MAYNARD INVESTMENTS, LLC, a Kentucky limited liability company (each “Major Shareholder,” and collectively, “Major Shareholders”).

German American Bancorp, Inc. – VOTING AGREEMENT (February 22nd, 2019)

THIS VOTING AGREEMENT ("Agreement") is made and entered into as of February 21, 2019, by and among GERMAN AMERICAN BANCORP, INC., an Indiana corporation ("German American"), and the undersigned securityholders (each, the "Securityholder," which term is used to describe all undersigned securityholders together if more than one) of Citizens First Corporation, a Kentucky corporation (the "Company"). All capitalized terms herein not otherwise defined shall have the meaning ascribed to them in the "Merger Agreement" (as defined below).

Citizens First Corp – VOTING AGREEMENT (February 22nd, 2019)

THIS VOTING AGREEMENT ("Agreement") is made and entered into as of February 21, 2019, by and among GERMAN AMERICAN BANCORP, INC., an Indiana corporation ("German American"), and the undersigned securityholders (each, the "Securityholder," which term is used to describe all undersigned securityholders together if more than one) of Citizens First Corporation, a Kentucky corporation (the "Company"). All capitalized terms herein not otherwise defined shall have the meaning ascribed to them in the "Merger Agreement" (as defined below).

Citizens First Corp – VOTING AGREEMENT (February 22nd, 2019)

THIS VOTING AGREEMENT ("Agreement") is made and entered into as of February 21, 2019, by and among GERMAN AMERICAN BANCORP, INC., an Indiana corporation ("German American"), and the undersigned securityholders (each, the "Securityholder," which term is used to describe all undersigned securityholders together if more than one) of Citizens First Corporation, a Kentucky corporation (the "Company"). All capitalized terms herein not otherwise defined shall have the meaning ascribed to them in the "Merger Agreement" (as defined below).

Citizens First Corp – AGREEMENT AND PLAN OF REORGANIZATION by and among CITIZENS FIRST CORPORATION, a Kentucky corporation, CITIZENS FIRST BANK, INC., a Kentucky bank, GERMAN AMERICAN BANCORP, INC., an Indiana corporation, and GERMAN AMERICAN BANK, an Indiana bank February 21, 2019 (February 22nd, 2019)
Federal Home Loan Bank of Cincinnati – Contact: News Release John Byczkowski, FHLB Cincinnati FOR IMMEDIATE RELEASE 513.852.7085 (office) or 513.382.7615 (cell) February 21, 2019 (February 21st, 2019)

Cincinnati, Ohio – The Federal Home Loan Bank of Cincinnati (the FHLB) today released unaudited financial results for the year ended December 31, 2018. The FHLB expects to file its 2018 Form 10-K with the Securities and Exchange Commission on or about March 21, 2019.

Beliss Corp. – COMMON STOCK ASSIGNMENT AGREEMENT (February 15th, 2019)

This Common Stock Assignment Agreement (the “Agreement”) made this 24th day of January 2019, by and between, Treat Club, Inc., a Kentucky Corporation (hereinafter the “Assignee”) and Ajay Rajendran (the “Assignor” or “Rajendran”), regarding the Assignment of shares of common stock of Beliss Corp. (the “Company” or “BLIS”), and setting forth the terms and conditions upon which the Assignor will Assign two million seven hundred thousand (2,700,000) shares (the “Assignment Shares”) of restricted common stock (the “Common Stock”) of the Company, individually owned by Assignor, to Assignee, for purposes of a merger of Southern Amusement, Inc. into BLIS as the surviving entity at the conclusion of the transaction.

Galaxy Next Generation, Inc. – SHARE PURCHASE AGREEMENT (February 13th, 2019)

THIS SHARE PURCHASE AGREEMENT (this "Agreement"), dated as of January 24, 2019 (the “Effective date”), is made by and among Galaxy Next Generation, Inc., with a principal address of 285 N Big A Road, Toccoa, Georgia 30577 (“Galaxy”) and CIA LLC, with a principal address of 469 East Broadway, Brandenburg, Kentucky 40108 (“CIA”).

Republic Bancorp Inc /Ky/ – Republic Bancorp, Inc. Reports a 22% Year-Over-Year Increase in Fourth Quarter Pre-Tax Net Income (January 25th, 2019)

LOUISVILLE, Ky.--(BUSINESS WIRE)--January 25, 2019--Republic Bancorp, Inc. (NASDAQ: RBCAA), headquartered in Louisville, Kentucky, is the holding company of Republic Bank & Trust Company (the “Bank”).

Hopfed Bancorp Inc – MUTUAL TERMINATION OF EMPLOYMENT AGREEMENT (January 9th, 2019)

This Mutual Termination of Employment Agreement (“Agreement”) is entered into on this 7th day of January, 2019, but effective as of the Effective Time (as defined below), by and among HopFed Bancorp, Inc., a Delaware corporation (“HopFed”), Heritage Bank USA, Inc. a Kentucky state chartered bank and wholly-owned subsidiary of HopFed (“Heritage Bank”), and Bailey K. Knight, the current Chief Credit Officer of HopFed and Heritage Bank (the “Executive”) (hereinafter collectively referred to as the “Parties”). First Financial Corporation (“First Financial”), a bank holding company under the Bank Holding Company Act of 1956, as amended, and First Financial Bank, National Association (“First Financial Bank”), a wholly-owned national banking association subsidiary of First Financial, are Parties for the limited purposes described herein.

Hopfed Bancorp Inc – MUTUAL TERMINATION OF EMPLOYMENT AGREEMENT (January 9th, 2019)

This Mutual Termination of Employment Agreement (“Agreement”) is entered into on this 7th day of January, 2019, but effective as of the Effective Time (as defined below), by and among HopFed Bancorp, Inc., a Delaware corporation (“HopFed”), Heritage Bank USA, Inc. a Kentucky state chartered bank and wholly-owned subsidiary of HopFed (“Heritage Bank”), and Billy C. Duvall, the current Vice President, Chief Financial Officer and Treasurer of HopFed and Heritage Bank (the “Executive”) (hereinafter collectively referred to as the “Parties”). First Financial Corporation (“First Financial”), a bank holding company under the Bank Holding Company Act of 1956, as amended, and First Financial Bank, National Association (“First Financial Bank”), a wholly-owned national banking association subsidiary of First Financial, are Parties for the limited purposes described herein.

Hopfed Bancorp Inc – MUTUAL TERMINATION OF EMPLOYMENT AGREEMENT (January 9th, 2019)

This Mutual Termination of Employment Agreement (“Agreement”) is entered into on this 7th day of January, 2019, but effective as of the Effective Time (as defined below), by and among HopFed Bancorp, Inc., a Delaware corporation (“HopFed”), Heritage Bank USA, Inc. a Kentucky state chartered bank and wholly-owned subsidiary of HopFed (“Heritage Bank”), and Bailey K. Knight, the current Chief Credit Officer of HopFed and Heritage Bank (the “Executive”) (hereinafter collectively referred to as the “Parties”). First Financial Corporation (“First Financial”), a bank holding company under the Bank Holding Company Act of 1956, as amended, and First Financial Bank, National Association (“First Financial Bank”), a wholly-owned national banking association subsidiary of First Financial, are Parties for the limited purposes described herein.

Hopfed Bancorp Inc – MUTUAL TERMINATION OF EMPLOYMENT AGREEMENT (January 9th, 2019)

This Mutual Termination of Employment Agreement (“Agreement”) is entered into on this 7th day of January, 2019, but effective as of the Effective Time (as defined below), by and among HopFed Bancorp, Inc., a Delaware corporation (“HopFed”), Heritage Bank USA, Inc. a Kentucky state chartered bank and wholly-owned subsidiary of HopFed (“Heritage Bank”), and John E. Peck, the current President and Chief Executive Officer of HopFed and Heritage Bank (the “Executive”) (hereinafter collectively referred to as the “Parties”). First Financial Corporation (“First Financial”), a bank holding company under the Bank Holding Company Act of 1956, as amended, and First Financial Bank, National Association (“First Financial Bank”), a wholly-owned national banking association subsidiary of First Financial, are Parties for the limited purposes described herein.

Hopfed Bancorp Inc – MUTUAL TERMINATION OF EMPLOYMENT AGREEMENT (January 9th, 2019)

This Mutual Termination of Employment Agreement (“Agreement”) is entered into on this 7th day of January, 2019, but effective as of the Effective Time (as defined below), by and among HopFed Bancorp, Inc., a Delaware corporation (“HopFed”), Heritage Bank USA, Inc. a Kentucky state chartered bank and wholly-owned subsidiary of HopFed (“Heritage Bank”), and Michael L. Woolfolk, the current Executive Vice President and Chief Operations Officer of Heritage Bank and Heritage Bank (the “Executive”) (hereinafter collectively referred to as the “Parties”). First Financial Corporation (“First Financial”), a bank holding company under the Bank Holding Company Act of 1956, as amended, and First Financial Bank, National Association (“First Financial Bank”), a wholly-owned national banking association subsidiary of First Financial, are Parties for the limited purposes described herein.

Hopfed Bancorp Inc – MUTUAL TERMINATION OF EMPLOYMENT AGREEMENT (January 9th, 2019)

This Mutual Termination of Employment Agreement (“Agreement”) is entered into on this 7th day of January, 2019, but effective as of the Effective Time (as defined below), by and among HopFed Bancorp, Inc., a Delaware corporation (“HopFed”), Heritage Bank USA, Inc. a Kentucky state chartered bank and wholly-owned subsidiary of HopFed (“Heritage Bank”), and Billy C. Duvall, the current Vice President, Chief Financial Officer and Treasurer of HopFed and Heritage Bank (the “Executive”) (hereinafter collectively referred to as the “Parties”). First Financial Corporation (“First Financial”), a bank holding company under the Bank Holding Company Act of 1956, as amended, and First Financial Bank, National Association (“First Financial Bank”), a wholly-owned national banking association subsidiary of First Financial, are Parties for the limited purposes described herein.

Hopfed Bancorp Inc – MUTUAL TERMINATION OF EMPLOYMENT AGREEMENT (January 9th, 2019)

This Mutual Termination of Employment Agreement (“Agreement”) is entered into on this 7th day of January, 2019, but effective as of the Effective Time (as defined below), by and among HopFed Bancorp, Inc., a Delaware corporation (“HopFed”), Heritage Bank USA, Inc. a Kentucky state chartered bank and wholly-owned subsidiary of HopFed (“Heritage Bank”), and Michael L. Woolfolk, the current Executive Vice President and Chief Operations Officer of Heritage Bank and Heritage Bank (the “Executive”) (hereinafter collectively referred to as the “Parties”). First Financial Corporation (“First Financial”), a bank holding company under the Bank Holding Company Act of 1956, as amended, and First Financial Bank, National Association (“First Financial Bank”), a wholly-owned national banking association subsidiary of First Financial, are Parties for the limited purposes described herein.

Hopfed Bancorp Inc – MUTUAL TERMINATION OF EMPLOYMENT AGREEMENT (January 9th, 2019)

This Mutual Termination of Employment Agreement (“Agreement”) is entered into on this 7th day of January, 2019, but effective as of the Effective Time (as defined below), by and among HopFed Bancorp, Inc., a Delaware corporation (“HopFed”), Heritage Bank USA, Inc. a Kentucky state chartered bank and wholly-owned subsidiary of HopFed (“Heritage Bank”), and John E. Peck, the current President and Chief Executive Officer of HopFed and Heritage Bank (the “Executive”) (hereinafter collectively referred to as the “Parties”). First Financial Corporation (“First Financial”), a bank holding company under the Bank Holding Company Act of 1956, as amended, and First Financial Bank, National Association (“First Financial Bank”), a wholly-owned national banking association subsidiary of First Financial, are Parties for the limited purposes described herein.

Stock Yards Bancorp, Inc. – Stock Yards Bancorp, Inc. Announces Definitive Agreement to Acquire King Bancorp, Inc. and Expand Its Footprint Into Nelson County (December 20th, 2018)

LOUISVILLE, Ky.--(BUSINESS WIRE)--December 19, 2018--Stock Yards Bancorp, Inc. ("Stock Yards" or the "Company") (NASDAQ: SYBT), parent company of Stock Yards Bank & Trust Company, with offices in the Louisville, Indianapolis and Cincinnati metropolitan markets, today announced that it has entered into a definitive agreement to acquire all of the common stock of privately held King Bancorp, Inc. ("King"). The all-cash transaction, valued at $28 million, is expected to close during the second quarter of 2019, subject to customary regulatory approval and completion of closing conditions.

Vanguard Natural Resources, Inc. – THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (December 10th, 2018)

THIS THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (the “Third Amendment to Credit Agreement,” or this “Amendment”) is dated as of December 6, 2018, among VANGUARD NATURAL GAS, LLC, a Kentucky limited liability company (“Borrower”), VANGUARD NATURAL RESOURCES, INC., a Delaware corporation, as Parent, and CITIBANK, N.A., as Administrative Agent (the “Administrative Agent”), and the financial institutions executing this Amendment as Lenders.

Creative Realities, Inc. – FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (November 20th, 2018)

This FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT dated November 14, 2018 (this “Amendment”) to the Loan and Security Agreement dated as of August 17, 2016 (as amended by the First Amendment thereto dated as of December 12, 2016, the Second Amendment thereto dated as of November 13, 2017 (including the Allonge dated November 13, 2017 pursuant thereto to the Revolving Note and the Term Note), the Third Amendment dated as of January 16, 2018, and the Fourth Amendment dated as of April 27, 2018 and as it may be further amended, restated, supplemented, modified or otherwise changed from time to time, the “Loan Agreement”), is by and among Creative Realities, Inc., a Minnesota corporation (“CRI”), Creative Realities, LLC, a Delaware limited liability company (“CRLLC”), and Conexus World Global, LLC, a Kentucky limited liability company (“Conexus”) and collectively referred to together with CRI and CRLLC as the “Borrower”), and Slipstream Communications, LLC, an Anguillan limited liability

Industrial Services of America Inc – GUARANTY AGREEMENT (November 13th, 2018)

This Guaranty Agreement (as amended, amended and restated, supplemented or otherwise modified, renewed or replaced from time to time, this “Guaranty Agreement”), dated as of November 9, 2018, is executed by ISA INDIANA REAL ESTATE, LLC, a Kentucky limited liability company (“ISA IN Real Estate”), ISA LOGISTICS LLC, a Kentucky limited liability company (“ISA Logistics”), ISA INDIANA, INC., an Indiana corporation (“ISA Indiana”), ISA REAL ESTATE, LLC, a Kentucky limited liability company (“ISA Real Estate”), 7021 GRADE LANE LLC, a Kentucky limited liability company (“7021 Grade Lane” and, together with ISA IN Real Estate, ISA Logistics, ISA Indiana, and ISA Real Estate, individually and collectively, jointly and severally, the “Guarantor”) in favor of BANK OF AMERICA, N.A. (“Lender”).

Blackstone Real Estate Income Trust, Inc. – DISTRIBUTION REINVESTMENT PLAN (November 13th, 2018)

This Distribution Reinvestment Plan (the “Plan”) is adopted by Blackstone Real Estate Income Trust, Inc. (the “Company”) pursuant to its Articles of Amendment and Restatement (as amended, restated or otherwise modified from time to time, the “Charter”). Unless otherwise defined herein, capitalized terms shall have the same meaning as set forth in the Charter.

Industrial Services of America Inc – GENERAL SECURITY AGREEMENT (November 13th, 2018)

This GENERAL SECURITY AGREEMENT, dated as of November 9, 2018 as this agreement may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”), by and between ISA INDIANA REAL ESTATE LLC, a Kentucky limited liability company (“ISA IN Real Estate”), ISA LOGISTICS LLC, a Kentucky limited liability company (“ISA Logistics”), ISA INDIANA, INC., an Indiana corporation (“ISA Indiana”), ISA REAL ESTATE, LLC, a Kentucky limited liability company (“ISA Real Estate”), 7021 GRADE LANE LLC, a Kentucky limited liability company (“7021 Grade Lane” and, together with IS IN Real Estate, ISA Logistics, ISA Indiana, and ISA Real Estate, individually and collectively, “Grantor”) and BANK OF AMERICA, N.A. (together with its successors and assigns, collectively, “Lender”).

CHURCHILL DOWNS Inc – PERFORMANCE SHARE UNIT AGREEMENT _______ PERFORMANCE SHARE UNITS (November 5th, 2018)

THIS PERFORMANCE SHARE UNIT AGREEMENT (the “Agreement”) is made as of the 30th day of October, 2018 (the “Grant Date”) by and between ____________________ (the “Executive”), and Churchill Downs Incorporated (the “Company”), a Kentucky corporation with its principal place of business at 600 N. Hurstbourne Parkway, Louisville, Kentucky 40222.

CHURCHILL DOWNS Inc – RESTRICTED STOCK UNIT AGREEMENT (November 5th, 2018)

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made as of the 30th day of October, 2018 (the “Grant Date”) by and between __________ (the “Executive”), and Churchill Downs Incorporated (the “Company”), a Kentucky corporation with its principal place of business at 600 N. Hurstbourne Parkway, Louisville, Kentucky 40222.

Federal Home Loan Bank of Cincinnati – Contact: News Release John Byczkowski, FHLB Cincinnati FOR IMMEDIATE RELEASE 513.852.7085 (office) or 513.382.7615 (cell) October 29, 2018 (October 29th, 2018)

Cincinnati, Ohio – The Federal Home Loan Bank of Cincinnati (the FHLB) today released unaudited financial results for the third quarter ended September 30, 2018. The FHLB expects to file its third quarter 2018 Form 10-Q with the Securities and Exchange Commission on or about November 8, 2018.

Republic Bancorp Inc /Ky/ – Republic Bancorp, Inc. Reports a 63% Year-Over-Year Increase in Third Quarter Net Income (October 19th, 2018)

LOUISVILLE, Ky.--(BUSINESS WIRE)--October 19, 2018--Republic Bancorp, Inc. (NASDAQ: RBCAA), headquartered in Louisville, Kentucky, is the holding company of Republic Bank & Trust Company (the “Bank”).

Contura Energy, Inc. – AMENDED RECLAMATION FUNDING AGREEMENT (August 21st, 2018)

THIS AMENDED RECLAMATION FUNDING AGREEMENT (as it may be amended or modified from time to time, this "Amended Reclamation Funding Agreement") is made and entered into as of October 23, 2017, by and among: ANR, Inc. ("ANR"), on behalf of itself and its affiliates; Lexington Coal Company, L.L.C. (the "Purchaser"); Contura Energy, Inc. (“Contura”); the Illinois Department of Natural Resources (“IDNR”); the Kentucky Energy and Environment Cabinet, Department for Natural Resources (“KYEEC”); the United States Department of the Interior, Office of Surface Mining, Reclamation and Enforcement, in its capacity as the regulatory authority over surface mining operations in the State of Tennessee ("OSMRE"); the Virginia Department of Mines, Minerals and Energy (“VDMME”); and the West Virginia Department of Environmental Protection (“WVDEP”) (collectively, the "Regulatory Authorities" and, together with ANR, Contura and the Purchaser, the "Parties").

Contura Energy, Inc. – TERMINATION AGREEMENT (August 21st, 2018)

THIS TERMINATION AGREEMENT is made and entered into this 23rd of October, 2017 (the “Effective Date”), by and among Alpha Natural Resources (“ANR”), on behalf of itself and its affiliates, Contura Energy, Inc. (“Contura”) and the Kentucky Energy and Environmental Cabinet, Department for Natural Resources (the “Department” and collectively with ANR and Contura, the “Parties”);