REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 7th, 2008 • Energy Coal Resources, Inc. • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 23, 2005, by and among Energy Coal Resources, Inc., a Delaware corporation (together with any successor entity thereto, the “Company”), Sentient Global Resources Fund I, L.P., a Cayman Islands exempted limited partnership, Sentient Global Resources Trust No. 1, an Australian unit trust, Colorado Energy Investments, LLC, a Kentucky limited liability company, Fountain Investments, LLC, a Kentucky limited liability company, John C. Smith, Jr. (together, the “Current Stockholders”) and Friedman, Billings, Ramsey & Co., Inc., a Delaware corporation (“FBR”), for the benefit of FBR, the Current Stockholders and the purchasers of the Company’s common stock, par value $0.01 per share, as participants (“Participants”) in the private placement by the Company of shares of its common stock (the “Private Placement”), and the direct and indirect transferees of FBR and each of the Participants.
WAIVER NO. 2 TO CREDIT AGREEMENTCredit Agreement • November 7th, 2008 • Energy Coal Resources, Inc. • New York
THIS WAIVER NO. 2 TO CREDIT AGREEMENT, dated as of May 2, 2007 (this “Waiver Agreement”), is made by and among Bowie Resources, LLC, a Delaware limited liability company (“Bowie”); Colorado Holding Company, Inc., a Delaware corporation (“CHC”); Bowie Resources Management Partner, LLC, a Nevada limited liability company (“BRMP”); and General Electric Capital Corporation, as agent for the lenders party to the Credit Agreement described below (the “Agent”) and as a Lender under the Credit Agreement. Capitalized terms used in this Waiver Agreement and not otherwise defined have the meanings set forth in the Credit Agreement, as modified hereby.
WAIVER NO. 3 TO CREDIT AGREEMENTWaiver to Credit Agreement • November 7th, 2008 • Energy Coal Resources, Inc. • New York
THIS WAIVER NO. 3 TO CREDIT AGREEMENT, dated as of May 18, 2007 (this “Waiver Agreement”), is made by and among Bowie Resources, LLC, a Delaware limited liability company (“Bowie”); Colorado Holding Company, Inc., a Delaware corporation (“CHC”); Bowie Resources Management Partner, LLC, a Nevada limited liability company (“BRMP”); and General Electric Capital Corporation, as agent for the lenders party to the Credit Agreement described below (the “Agent”) and as a Lender under the Credit Agreement. Capitalized terms used in this Waiver Agreement and not otherwise defined have the meanings set forth in the Credit Agreement, as modified hereby.
CONSENT, LIMITED WAIVER AND AMENDMENT NO. 4 TO THE CREDIT AGREEMENTCredit Agreement • November 7th, 2008 • Energy Coal Resources, Inc. • New York
THIS CONSENT, LIMITED WAIVER AND AMENDMENT NO. 4 TO THE CREDIT AGREEMENT, dated as of August , 2007 (this “Agreement”), is made by and among BOWIE RESOURCES, LLC, a Delaware limited liability company (the “Borrower”); COLORADO HOLDING COMPANY, INC., a Delaware corporation (“CHC”); BOWIE RESOURCES MANAGEMENT PARTNER, LLC, a Nevada limited liability company (“BRMP” and together with the Borrower and CHC, collectively the “Loan Parties”); and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as agent (the “Agent”) for the lenders (the “Lenders”) party from time to time to the Credit Agreement described below and, for itself, as a Lender. Capitalized terms used in this Agreement and not otherwise defined herein have the same meanings as set forth in the Credit Agreement, as amended hereby.
FORBEARANCE AGREEMENT, AMENDMENT TO WAIVER AND AMENDMENT NO. 5 TO CREDIT AGREEMENTForbearance Agreement, Amendment to Waiver and Amendment No. 5 to Credit Agreement • November 7th, 2008 • Energy Coal Resources, Inc. • New York
This FORBEARANCE AGREEMENT, AMENDMENT TO WAIVER AND AMENDMENT NO. 5 TO CREDIT AGREEMENT, dated as of July 11, 2008 (this “Agreement”), is by and among BOWIE RESOURCES, LLC, a Delaware limited liability company (the “Borrower”), COLORADO HOLDING COMPANY, INC., a Delaware corporation (“CHC”), BOWIE RESOURCES MANAGEMENT PARTNER, LLC, a Nevada limited liability company (“BRMP” and together with CHC sometimes collectively referred to as the “Guarantors,” and the Guarantors, together with the Borrower, collectively, the “Member Parties”), and GENERAL ELECTRIC CAPITAL CORPORATION, as lender (“Lender”) and as Agent for Lender (in such capacity, the “Agent”).
WAIVER AND AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • November 7th, 2008 • Energy Coal Resources, Inc. • New York
This WAIVER AND AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of October 23, 2007 (this “Amendment”), to that certain Credit Agreement, dated as of December 20, 2006 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), by and among BOWIE RESOURCES, LLC, a Delaware limited liability company (the “Borrower”), COLORADO HOLDING COMPANY, INC., a Delaware corporation (“CHC”), BOWIE RESOURCES MANAGEMENT PARTNER, LLC, a Nevada limited liability company (“BRMP” and together with CHC sometimes collectively referred to as the “Guarantors”, and the Guarantors, together with the Borrower, collectively, the “Member Parties”), and GENERAL ELECTRIC CAPITAL CORPORATION, as agent for the lender (“Lender”) party to the Credit Agreement (in such capacity, the “Agent”) and as a Lender under the Credit Agreement. Capitalized terms used herein not otherwise defined herein or otherwise amended hereby shall have the respective meanings a
AMENDMENT NO. 2 TO THE CREDIT AGREEMENT AND LIMITED CONSENTCredit Agreement • November 7th, 2008 • Energy Coal Resources, Inc. • New York
THIS AMENDMENT NO. 2 TO THE CREDIT AGREEMENT AND LIMITED CONSENT, dated as of May 8, 2007 (this “Amendment and Consent”), is made by and among BOWIE RESOURCES, LLC, a Delaware limited liability company (the “Borrower”); COLORADO HOLDING COMPANY, INC., a Delaware corporation (“CHC”); BOWIE RESOURCES MANAGEMENT PARTNER, LLC, a Nevada limited liability company (“BRMP” and together with the Borrower and CHC, collectively the “Loan Parties”); and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as administrative agent (the “Agent”) for the lenders (the “Lenders”) party from time to time to the Credit Agreement described below and, for itself, as a Lender. Capitalized terms used in this Amendment and Consent and not otherwise defined herein have the same meanings as set forth in the Credit Agreement, as amended hereby.
CREDIT AGREEMENT Dated as of December 20, 2006 among BOWIE RESOURCES, LLC, as Borrower, THE OTHER CREDIT PARTIES SIGNATORY HERETO, as Credit Parties, THE LENDERS SIGNATORY HERETO FROM TIME TO TIME, as Lenders, and GENERAL ELECTRIC CAPITAL CORPORATION,...Credit Agreement • November 7th, 2008 • Energy Coal Resources, Inc. • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of December 20, 2006 among BOWIE RESOURCES, LLC, a Delaware limited liability company (the “Borrower”); the other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself, as Lender, and as Agent for Lenders and the other Lenders signatory hereto from time to time.
WAIVER NO. 4 TO CREDIT AGREEMENTWaiver to Credit Agreement • November 7th, 2008 • Energy Coal Resources, Inc. • New York
THIS WAIVER NO. 4 TO CREDIT AGREEMENT, dated as of June 14, 2007 (this “Waiver Agreement”), is made by and among BOWIE RESOURCES, LLC, a Delaware limited liability company (“Bowie”), COLORADO HOLDING COMPANY, INC., a Delaware corporation (“CHC”), BOWIE RESOURCES MANAGEMENT PARTNER, LLC, a Nevada limited liability company (“BRMP”) and GENERAL ELECTRIC CAPITAL CORPORATION, as agent for the lenders (“Lenders”) party to the Credit Agreement (as defined below)(in such capacity, the “Agent”) and as a Lender under the Credit Agreement. Capitalized terms used in this Waiver Agreement and not otherwise defined have the meanings set forth in the Credit Agreement.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • November 7th, 2008 • Energy Coal Resources, Inc. • New York
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of March 12, 2007 (this “Amendment”), is made by and among Bowie Resources, LLC, a Delaware limited liability company (“Bowie”); Colorado Holding Company, Inc., a Delaware corporation (“CHC”); Bowie Resources Management Partner, LLC, a Nevada limited liability company (“BRMP”); and General Electric Capital Corporation, as agent for the lenders party to the Credit Agreement described below (the “Agent”) and as a Lender under the Credit Agreement. Capitalized terms used in this Amendment and not otherwise defined have the meanings set forth in the Credit Agreement, as amended hereby.
