EXHIBIT B - FORM OF REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement, dated as of June ____, 2004 (this "Agreement"), by and among United Fuel & Energy Corporation, a Texas corporation (the "Company"), and the Purchasers (as defined below)....Registration Rights Agreement • May 16th, 2005 • United Fuel & Energy Corp • Retail-nonstore retailers • Texas
COMPANY:Asset Purchase Agreement • March 8th, 2005 • United Fuel & Energy Corp • Retail-nonstore retailers • Texas
PAGE- Exhibit 2 - Merger Agreement and Plan of Reorganization MERGER AGREEMENT AND PLAN OF REORGANIZATION Dated as of November 27, 2001 by and between USA Dealers Auction.com, Inc.Consulting Agreement • December 19th, 2001 • Usa Dealers Auction Com Inc • Services-business services, nec • California
EXHIBIT A - FORM OF REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement, dated as of May ____, 2005 (this "Agreement"), by and among United Fuel & Energy Corporation, a Nevada corporation (the "Company") on the one hand, and the persons...Registration Rights Agreement • August 17th, 2005 • United Fuel & Energy Corp • Retail-nonstore retailers • Texas
DRAFT FOR INFORMATIONAL PURPOSES ONLY NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY FORM OF SECURITIES PURCHASE AGREEMENT Securities Purchase Agreement (together with the schedules and exhibits hereto, this "Agreement"), dated as of May...United Fuel & Energy Corp • August 17th, 2005 • Retail-nonstore retailers • Texas
EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made as of the 1st day of May 2004 (the "Effective Date"), between UNITED FUEL & ENERGY CORPORATION, a corporation having its principal place of business in Midland, Texas, and its...Employment Agreement • May 16th, 2005 • United Fuel & Energy Corp • Retail-nonstore retailers • Texas
AGREEMENT AND PLAN OF MERGER BY AND AMONG BRANDS SHOPPING NETWORK, INC., BRANDS MERGER SUB, INC., AND UNITED FUEL & ENERGY CORPORATIONAgreement and Plan of Merger • December 22nd, 2004 • Brands Shopping Network Inc • Retail-nonstore retailers • Texas
Exhibit 3 - Stock Purchase Agreement STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is dated as of November 13, 2001, by and between USA Dealers Auction.com, Inc., a Nevada Corporation (the "Seller"), and Ashford Capital,...Stock Purchase Agreement • December 19th, 2001 • Usa Dealers Auction Com Inc • Services-business services, nec • California
Exhibit 4.3 CONSULTING AGREEMENT This Agreement made as of the 20th day of August, 2001 BETWEEN: Advantage Link, Inc (hereafter, "Consultant") 2375 East Tropicana Suite 757 Las Vegas, NV 89119Consulting Agreement • January 9th, 2002 • Usa Dealers Auction Com Inc • Services-business services, nec • Nevada
EXHIBIT 2.1 MERGER AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF NOVEMBER 27, 2001 BY AND BETWEEN USA Dealers Auction.com, Inc.Merger Agreement and Plan of Reorganization • February 1st, 2002 • Usa Dealers Auction Com Inc • Services-business services, nec • California
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 8th, 2009 • United Fuel & Energy Corp • Retail-nonstore retailers • Nevada
This Indemnification Agreement (this “Agreement”) dated the 6th day of May 2009, by and between United Fuel & Energy Corporation, a Nevada corporation (the “Company”), and Marilyn Lobel, an individual (“Indemnitee”).
AMONGAgreement and Plan of Merger • February 9th, 2005 • Brands Shopping Network Inc • Retail-nonstore retailers • Texas
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2006 • United Fuel & Energy Corp • Retail-nonstore retailers • Texas
This Registration Rights Agreement (this “Agreement”) is dated as of June ___, 2006 (the “Effective Date”), by and among United Fuel & Energy Corporation, a Nevada corporation (the “Company”), on the one hand, and the holders of the Company’s Common Stock executing the signature page to this Agreement (each a “Stockholder” and collectively, the “Stockholders”).
Exhibit 4.1 CONSULTING SERVICES AGREEMENT THIS CONSULTING SERVICES AGREEMENT (this "Agreement"), dated as of July 12, 2001, between :Consulting Services Agreement • January 9th, 2002 • Usa Dealers Auction Com Inc • Services-business services, nec • California
EXHIBIT 2.2 AMENDMENT NO. 1 TO THE MERGER AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF JANUARY 7, 2002The Merger Agreement • February 1st, 2002 • Usa Dealers Auction Com Inc • Services-business services, nec • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2006 • United Fuel & Energy Corp • Retail-nonstore retailers • Texas
This Registration Rights Agreement (this “Agreement”) is dated as of June ___, 2006 (the “Effective Date”), by and among United Fuel & Energy Corporation, a Nevada corporation (the “Company”), on the one hand, and the holders of the Company’s Common Stock executing the signature page to this Agreement (each a “Stockholder” and collectively, the “Stockholders”).
Exhibit 4.2 CONSULTING SERVICES AGREEMENT THIS CONSULTING SERVICES AGREEMENT (this "Agreement"), dated as of August 20, 2001, between USA Dealers Auction.com, Inc., a Nevada corporation (the "Company"), and H. Steve Bonenberger ("Consultant"), an...Consulting Services Agreement • January 9th, 2002 • Usa Dealers Auction Com Inc • Services-business services, nec • Nevada
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • December 16th, 2008 • United Fuel & Energy Corp • Retail-nonstore retailers • Nevada
THIS RESTRICTED STOCK AGREEMENT (the “Agreement”), is made, effective as of the 12th day of November, 2008 (hereinafter the “Date of Grant”), between United Fuel & Energy Corporation, a Nevada corporation (the “Company”), and Joseph M. Juliano (the “Participant”).
CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. TRADEMARK LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • October 11th, 2007 • United Fuel & Energy Corp • Retail-nonstore retailers • Nevada
This Trademark License and Supply Agreement (this “Agreement”) is made as of October 5, 2007, by and between United Fuel & Energy, a Nevada corporation (the “UFEN”), and Southern Counties Oil Co., a California limited partnership, d.b.a. SC Fuels (“SC Fuels”).
FORBEARANCE AGREEMENT AND SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED FINANCING AGREEMENTForbearance Agreement • July 14th, 2008 • United Fuel & Energy Corp • Retail-nonstore retailers • Texas
THIS FORBEARANCE AGREEMENT AND SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED FINANCING AGREEMENT (the “Agreement”) is made and entered into on this 10th day of July, 2008, to be effective, unless another effective date is otherwise herein specified, as of June 17, 2008, by and among The CIT Group/Business Credit, Inc. (“CIT”), SunTrust Bank (“SunTrust”), Wachovia Bank, N.A. (“Wachovia”), and PNC Bank, National Association (“PNC”) (CIT, SunTrust, Wachovia and PNC being herein collectively referred to as the “Existing Lenders”), The Greinke Personal Living Trust, Frank P. Greinke, an individual residing in Tacoma, Washington, Trustee (“Greinke Trust”) (the Greinke Trust being herein referred to as the “Additional Lender”, and together with the Existing Lenders, being herein collectively referred to as the “Lenders”), CIT as administrative and collateral agent (“Agent”), and United Fuel & Energy Corporation, a Texas corporation (“United”), and Three D Oil Co. of Kilgore, Inc., a Texas co
WARRANTUnited Fuel & Energy Corp • May 16th, 2005 • Retail-nonstore retailers
AGREEMENT AND BILL OF SALEAgreement and Bill of Sale • June 6th, 2007 • United Fuel & Energy Corp • Retail-nonstore retailers • Texas
This Agreement and Bill of Sale (“Agreement”) by and among Propane Direct, LLC, an Oklahoma limited liability company (“Seller”), each of the members of Seller listed on Exhibit A attached hereto (the “Members” and collectively, with Seller, the “Seller Parties”), and United Fuel & Energy Corporation, a Texas corporation (“Buyer”) is made and entered into as of May 31, 2007 (“Execution Date”). Seller Parties and Buyer may collectively be referred to herein as the “Parties.”
FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • April 3rd, 2006 • United Fuel & Energy Corp • Retail-nonstore retailers • Texas
This Fourth Amendment to Amended and Restated Loan Agreement (this “Fourth Amendment”) is entered into as of the 29th day of March, 2006, to be effective as of June 30, 2005 (the “Effective Date”) by and among THREE D OIL CO. OF KILGORE, INC., a Texas corporation (“Borrower”), UNITED FUEL & ENERGY CORPORATION, a Texas corporation (“United” or a “Guarantor”), THOMAS E. KELLY, an individual residing in Midland County, Texas (“Kelly” or a “Guarantor”) (United and Kelly are collectively referred to herein as “Guarantors”), and CITIBANK TEXAS, N.A., a national banking association, formerly known as First American Bank, SSB (“Lender”).
WARRANTUnited Fuel & Energy Corp • August 17th, 2005 • Retail-nonstore retailers
NON-STATUTORY STOCK OPTION AGREEMENT Pursuant to the United Fuel & Energy Corporation (TWO YEAR)Non-Statutory Stock Option Agreement • September 22nd, 2005 • United Fuel & Energy Corp • Retail-nonstore retailers • Texas
This NON-STATUTORY STOCK OPTION AGREEMENT (the “Option Agreement”) is made as of ___________________ between United Fuel & Energy Corporation, a Nevada corporation (the “Company”), and the above-named individual, an employee of the Company or one of its Subsidiaries (the “Optionee”), to record the granting of a non-statutory stock option pursuant to the Company's 2005 Equity Incentive Plan (the “Plan”). Terms used herein that are defined in the Plan shall have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Option Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms herein.
STOCKHOLDERS AGREEMENTStockholders Agreement • October 11th, 2007 • United Fuel & Energy Corp • Retail-nonstore retailers • Nevada
This STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into this 5th day of October, 2007 by and among UNITED FUEL & ENERGY CORPORATION, a Nevada corporation (the “Company”), FRANK P. GREINKE (“Greinke”), FRANK P. GREINKE, AS TRUSTEE UNDER THE GREINKE BUSINESS LIVING TRUST DATED APRIL 20, 1999 (“Trust”), THOMAS E. KELLY (“Kelly”), FALCON SEABOARD INVESTMENT COMPANY, L.P. (“Falcon Seaboard”) and CHARLES McARTHUR (“McArthur”) .
JULY 31, 2005 AMENDMENT TO AMENDED AND RESTATED FINANCING AGREEMENTFinancing Agreement • November 14th, 2005 • United Fuel & Energy Corp • Retail-nonstore retailers • Texas
THIS JULY 31, 2005 AMENDMENT TO AMENDED AND RESTATED FINANCING AGREEMENT (“this Agreement”) entered into on this _____ day of November, 2005, to be effective, unless another effective date is otherwise herein specified, as of July 31, 2005 (“Effective Date”), is by and among The CIT Group Business Credit, Inc. (“CIT”) and SunTrust Bank (“SunTrust”) as Lenders (“Lenders”), CIT as administrative and collateral agent (“Agent”) and Eddins-Walcher Company (“Eddins”) and Three D Oil Co. of Kilgore, Inc. (“Three D”) (Eddins and Three D being herein individually referred to as a “Company” and collectively referred to as the “Companies”).
SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED FINANCING AGREEMENTFinancing Agreement • August 11th, 2008 • United Fuel & Energy Corp • Retail-nonstore retailers • Texas
THIS SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED FINANCING AGREEMENT (“this Agreement”) entered into on this 8th day of August, 2008, to be effective, unless another effective date is otherwise herein specified, as of the date hereof, is by and among The CIT Group/Business Credit, Inc. (“CIT”), Wachovia Bank, N.A. (“Wachovia”), PNC Bank National Association (“PNC”), and SunTrust Bank (“SunTrust”, together with CIT, Wachovia, and PNC, the ‘Required Lenders”), CIT as administrative and collateral agent (“Agent”), United Fuel & Energy Corporation, a Texas corporation (“United”), Three D Oil Co. of Kilgore, Inc., a Texas corporation (“Three D”) and Cardlock Fuels System, Inc. a California corporation (“Cardlock”) (United, Three D and Cardlock being herein individually referred to as a “Company” and collectively referred to as the “Companies”), and United Fuel & Energy Corporation, a Nevada corporation (“Parent”).
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED FINANCING AGREEMENT AND OTHER LOAN DOCUMENTSFinancing Agreement • October 11th, 2007 • United Fuel & Energy Corp • Retail-nonstore retailers • Texas
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED FINANCING AGREEMENT AND OTHER LOAN DOCUMENTS (“this Agreement”) entered into on this 5th day of October, 2007, to be effective, unless another effective date is otherwise herein specified, as of the date hereof, is by and among The CIT Group/Business Credit, Inc. (“CIT”), SunTrust Bank (“SunTrust”), and Wachovia Bank, N.A. (“Wachovia”), as Required Lenders, CIT as administrative and collateral agent (“Agent”), and United Fuel & Energy Corporation, a Texas corporation (“United”), and Three D Oil Co. of Kilgore, Inc., a Texas corporation (“Three D”), and Cardlock Fuels System, Inc., a California corporation (“Cardlock”) (United, Three D and Cardlock being herein individually referred to as a “Company” and collectively referred to as the “Companies”), and United Fuel & Energy Corporation, a Nevada corporation (“Parent”).
MUTUAL STOCK PURCHASE AGREEMENTMutual Stock Purchase Agreement • September 18th, 2007 • United Fuel & Energy Corp • Retail-nonstore retailers • Nevada
This Mutual Stock Purchase Agreement (this “Agreement”), dated September 14, 2007, is by and among (i) United Fuel & Energy Corporation, a Nevada corporation (“UFEN”), (ii) Cardlock Fuels System, Inc., a California corporation (“CFS”), (iii) Frank P. Greinke (“Greinke”), and (iv) Frank P. Greinke, as Trustee under the Greinke Business Living Trust dated April 20, 1999 (“Trust” and, together with Greinke and CFS, each a “Greinke Party” and collectively, the “Greinke Parties”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 9th, 2005 • United Fuel & Energy Corp • Retail-nonstore retailers • Texas
THIS EXECUTIVE AGREEMENT (the “Agreement”), is made as of September 2, 2005 (“Effective Date”), by and between United Fuel and Energy Corporation, a Nevada corporation, and its wholly owned subsidiaries (collectively the “Company”), and Chuck McArthur (“Executive”).
SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMSSeparation Agreement and Release of All Claims • June 18th, 2008 • United Fuel & Energy Corp • Retail-nonstore retailers • Texas
This SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS (“Agreement”) is made and entered into between Charles McArthur, his heirs and assigns (hereinafter “McArthur”) and United Fuel & Energy Corporation (hereinafter “United”) for the consideration and mutual promises hereinafter stated, as follows:
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED FINANCING AGREEMENTFinancing Agreement • September 21st, 2007 • United Fuel & Energy Corp • Retail-nonstore retailers • Texas
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED FINANCING AGREEMENT (“this Agreement”) entered into on this 20th day of September, 2007, to be effective, unless another effective date is otherwise herein specified, as of the date hereof, is by and among The CIT Group/Business Credit, Inc. (“CIT”), SunTrust Bank (“SunTrust”), Wachovia Bank, N.A. (“Wachovia”) and PNC Bank National Association (“PNC”), as Lenders, CIT as administrative and collateral agent (“Agent”), United Fuel & Energy Corporation, a Texas corporation (“United”), and Three D Oil Co. of Kilgore, Inc., a Texas corporation (“Three D”) (United and Three D being herein individually referred to as a “Company” and collectively referred to as the “Companies”), and United Fuel & Energy Corporation, a Nevada corporation (“Parent”).
FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED FINANCING AGREEMENTFinancing Agreement • April 3rd, 2008 • United Fuel & Energy Corp • Retail-nonstore retailers • Texas
THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED FINANCING AGREEMENT (“this Agreement”) entered into on this 28th day of March, 2008, to be effective, unless another effective date is otherwise herein specified, as of March 7, 2008, is by and among The CIT Group/Business Credit, Inc. (“CIT”), SunTrust Bank (“SunTrust”), Wachovia Bank, N.A. (“Wachovia”) and PNC Bank National Association (“PNC”) (CIT, SunTrust, Wachovia and PNC being herein collectively referred to as the “Lenders”), CIT as administrative and collateral agent (“Agent”), United Fuel & Energy Corporation, a Texas corporation (“United”), Three D Oil Co. of Kilgore, Inc., a Texas corporation (“Three D”) and Cardlock Fuels Systems, Inc. a California corporation (“Cardlock”) (United, Three D and Cardlock being herein individually referred to as a “Company” and collectively referred to as the “Companies”), and United Fuel & Energy Corporation, a Nevada corporation (“Parent”).
ADDENDUM TO ASSET PURCHASE AGREEMENT DATED FEBRUARY 1, 2006 BETWEEN EDDINS- WALCHER COMPANY AND QUEEN OIL & GAS COMPANYAsset Purchase Agreement • March 15th, 2006 • United Fuel & Energy Corp • Retail-nonstore retailers
THIS ADDENDUM effective this 10th day of March, 2006 (“Effective Date”) modifies, alters and amends certain terms of the Asset Purchase Agreement (“Agreement”) dated February 1, 2006 between Eddins-Walcher Company, a indirectly wholly owned subsidiary of United Fuel & Energy Corporation (the “Buyer”), and Queen Oil & Gas Company and each stockholder of Queen Oil & Gas Company (the “Seller”) (collectively referred to as the “Parties”). Capitalized terms in this Addendum shall have the meaning set forth in the Agreement if not otherwise defined herein.
