Cloud Peak Energy Resources LLC Sample Contracts

AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 25, 2009 and amended and restated as of June 3, 2011 among CLOUD PEAK ENERGY RESOURCES LLC, the GUARANTORS party hereto, the LENDERS party hereto, the ISSUING BANKS party hereto, and MORGAN...
Credit Agreement • June 7th, 2011 • Cloud Peak Energy Resources LLC • Bituminous coal & lignite surface mining • New York

AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of November 25, 2009, and amended and restated as of June 3, 2011, among CLOUD PEAK ENERGY RESOURCES LLC, as Borrower, the GUARANTORS party hereto, the LENDERS party hereto, the ISSUING BANKS party hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Swingline Lender.

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CLOUD PEAK ENERGY RESOURCES LLC and CLOUD PEAK ENERGY FINANCE CORP., as Issuers, CLOUD PEAK ENERGY INC., as Guarantor, THE SUBSIDIARY GUARANTORS PARTY HERETO, as Subsidiary Guarantors, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE...
Indenture • March 11th, 2014 • Cloud Peak Energy Resources LLC • Bituminous coal & lignite surface mining • Texas

THIS INDENTURE dated as of March 11, 2014 is among Cloud Peak Energy Resources LLC, a Delaware limited liability company (the “Company”), Cloud Peak Energy Finance Corp., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), Cloud Peak Energy Inc., a Delaware corporation (the “Guarantor”), the Subsidiary Guarantors party hereto and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).

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FORM OF CLOUD PEAK ENERGY INC. RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • March 14th, 2014 • Cloud Peak Energy Resources LLC • Bituminous coal & lignite surface mining • Delaware

THIS AGREEMENT, made as of the day of , 2014 (the “Grant Date”), between Cloud Peak Energy Inc., a Delaware corporation (the “Company”), and (the “Grantee”).

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RECEIVABLES PURCHASE AGREEMENT dated as of February 11, 2013 among CLOUD PEAK ENERGY RECEIVABLES LLC, as Seller, CLOUD PEAK ENERGY RESOURCES LLC, as Servicer, THE VARIOUS CONDUIT PURCHASERS, RELATED COMMITTED PURCHASERS, AND PURCHASER AGENTS FROM TIME...
Receivables Purchase Agreement • February 13th, 2013 • Cloud Peak Energy Resources LLC • Bituminous coal & lignite surface mining • New York

entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Seller, Cloud Peak, the Servicer, any Originator or the Parent shall take any corporate or organizational action to authorize any of the actions set forth above in this paragraph;

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FORM OF CLOUD PEAK ENERGY INC. RESTRICTED STOCK UNIT AGREEMENT Directors
Restricted Stock Unit Agreement • February 14th, 2013 • Cloud Peak Energy Resources LLC • Bituminous coal & lignite surface mining • Delaware

THIS AGREEMENT, made as of the day of , 2013 (the “Grant Date”), between Cloud Peak Energy Inc., a Delaware corporation (the “Company”), and (the “Grantee”).

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FORM OF CLOUD PEAK ENERGY INC. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • March 14th, 2014 • Cloud Peak Energy Resources LLC • Bituminous coal & lignite surface mining • Delaware

THIS AGREEMENT, made as of the day of , 2014 (the “Grant Date”), between Cloud Peak Energy Inc., a Delaware corporation (the “Company”), and (the “Grantee”).

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GUARANTEE AND SECURITY AGREEMENT dated as of February 21, 2014 among CLOUD PEAK ENERGY RESOURCES LLC the U.S. GUARANTORS party hereto and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent
Guarantee and Security Agreement • February 21st, 2014 • Cloud Peak Energy Resources LLC • Bituminous coal & lignite surface mining • New York

THIS GUARANTEE AND SECURITY AGREEMENT dated as of February 21, 2014 (“Agreement”) among CLOUD PEAK ENERGY RESOURCES LLC, a Delaware limited liability company, as U.S. Borrower, the U.S. GUARANTORS party hereto and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent.

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EMPLOYMENT AGREEMENT
Employment Agreement • July 31st, 2013 • Cloud Peak Energy Resources LLC • Bituminous coal & lignite surface mining • Colorado

This EMPLOYMENT AGREEMENT (the “Employment Agreement”) is made effective as of July 8, 2013 (the “Effective Date”) by and among Cloud Peak Energy Inc., a Delaware corporation (the “Company”) and Bruce Jones (the “Executive”).

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25,600,000 Shares CLOUD PEAK ENERGY INC. Common Stock, $0.01 par value UNDERWRITING AGREEMENT
Underwriting Agreement • December 21st, 2010 • Cloud Peak Energy Resources LLC • Bituminous coal & lignite surface mining • New York
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FORM OF CLOUD PEAK ENERGY INC. 2009 LONG TERM INCENTIVE PLAN PERFORMANCE SHARE UNIT AWARD AGREEMENT
Performance Share Unit Award Agreement • March 16th, 2012 • Cloud Peak Energy Resources LLC • Bituminous coal & lignite surface mining • Delaware

THIS AGREEMENT, made as of the day of , 2012 (the “Grant Date”), between Cloud Peak Energy Inc., a Delaware corporation (the “Company”), and (the “Grantee”).

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FORM OF CLOUD PEAK ENERGY INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 16th, 2012 • Cloud Peak Energy Resources LLC • Bituminous coal & lignite surface mining • Delaware

THIS AGREEMENT, made as of the day of , 2012 (the “Grant Date”), between Cloud Peak Energy Inc., a Delaware corporation (the “Company”), and (the “Grantee”).

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FORM OF CLOUD PEAK ENERGY INC. 2009 LONG TERM INCENTIVE PLAN PERFORMANCE SHARE UNIT AWARD AGREEMENT
Performance Share Unit Award Agreement • March 14th, 2014 • Cloud Peak Energy Resources LLC • Bituminous coal & lignite surface mining • Delaware

THIS AGREEMENT, made as of the day of , 2014 (the “Grant Date”), between Cloud Peak Energy Inc., a Delaware corporation (the “Company”), and (the “Grantee”).

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September 2010) UNITED STATES FORM APPROVED DEPARTMENT OF THE INTERIOR OMB NO. 1004-0073 BUREAU OF LAND MANAGEMENT Expires: June 30, 2013 COAL LEASE Serial Number WYW177903
Coal Lease • August 12th, 2011 • Cloud Peak Energy Resources LLC • Bituminous coal & lignite surface mining
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NORTHERN POWDER RIVER BASIN MINING INTERESTS CONSOL SEPARATE ASSETS PURCHASE AND SALE AGREEMENT among CONSOL ENERGY INC., CONSOLIDATION COAL COMPANY, RESERVE COAL PROPERTIES COMPANY, and ARROWHEAD I LLC June 29, 2012
Purchase and Sale Agreement • July 2nd, 2012 • Cloud Peak Energy Resources LLC • Bituminous coal & lignite surface mining • New York

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), entered into on June 29, 2012 among CONSOL ENERGY INC., a Delaware corporation (“CONSOL NPRB Lead”), CONSOLIDATION COAL COMPANY, a Delaware corporation (“CCC”), RESERVE COAL PROPERTIES COMPANY, a Delaware corporation (“RCPC” and, collectively with CONSOL NPRB Lead and CCC, the “Sellers”), and ARROWHEAD I LLC, a Delaware limited liability company (“Buyer”).

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CREDIT AGREEMENT dated as of February 21, 2014 among CLOUD PEAK ENERGY RESOURCES LLC, the GUARANTORS party hereto, the LENDERS party hereto, the ISSUING BANKS party hereto and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swingline Lender
Credit Agreement • February 21st, 2014 • Cloud Peak Energy Resources LLC • Bituminous coal & lignite surface mining • New York

CREDIT AGREEMENT (this “Agreement”) dated as of February 21, 2014, among CLOUD PEAK ENERGY RESOURCES LLC, as U.S. Borrower, certain foreign subsidiaries of the U.S. Borrower party hereto pursuant to Section 2.21 (each a Designated Foreign Borrower and together with the U.S. Borrower, the Borrowers), the GUARANTORS party hereto, the LENDERS party hereto, the ISSUING BANKS party hereto and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swingline Lender.

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FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • October 30th, 2013 • Cloud Peak Energy Resources LLC • Bituminous coal & lignite surface mining

THIS FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of September 20, 2013, is entered into among CLOUD PEAK ENERGY RECEIVABLES LLC, a Delaware limited liability company, as seller (the “Seller”), CLOUD PEAK ENERGY RESOURCES LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Cloud Peak”), as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), the various Conduit Purchasers, Related Committed Purchasers and Purchaser Agents party hereto, MARKET STREET FUNDING LLC (“Market Street”), as Assignor (as defined below), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Administrator (in such capacity, together with its successors and assigns in such capacity, the “Administrator”) and as Assignee (as defined below).

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AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • June 15th, 2012 • Cloud Peak Energy Resources LLC • Bituminous coal & lignite surface mining • New York

AMENDMENT NO. 1 dated as of June 14, 2012 (this “Amendment”) to the Amended and Restated Credit Agreement dated as of November 25, 2009 and amended and restated as of June 3, 2011 (the “Existing Credit Agreement”) among Cloud Peak Energy Resources LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party thereto, each Lender from time to time party thereto (the “Lenders”), each Issuing Bank party thereto and Morgan Stanley Senior Funding, Inc., as Administrative Agent (the “Administrative Agent”) and Swingline Lender. Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Existing Credit Agreement as amended by this Amendment (as so amended, the “Credit Agreement”).

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AMENDMENT NO. 1 TO GUARANTEE AND SECURITY AGREEMENT
Guarantee and Security Agreement • February 14th, 2013 • Cloud Peak Energy Resources LLC • Bituminous coal & lignite surface mining • New York

AMENDMENT NO. 1, dated as of January 18, 2013 (this “Amendment”) to the Guarantee and Security Agreement, dated as of November 25, 2009 (the “Existing Security Agreement”) among Cloud Peak Energy Resources LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party thereto, and Morgan Stanley Senior Funding, Inc., as Administrative Agent (the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Existing Security Agreement as amended by this Amendment (as so amended, the “Security Agreement”).

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AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 14th, 2013 • Cloud Peak Energy Resources LLC • Bituminous coal & lignite surface mining • New York

AMENDMENT NO. 2, dated as of January 18, 2013 (this “Amendment”) to the Amended and Restated Credit Agreement dated as of November 25, 2009 and amended and restated as of June 3, 2011, as further amended by Amendment No. 1, dated as of June 14, 2012 (as so amended, the “Existing Credit Agreement”) among Cloud Peak Energy Resources LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party thereto, each Lender from time to time party thereto (the “Lenders”), each Issuing Bank party thereto and Morgan Stanley Senior Funding, Inc., as Administrative Agent (the “Administrative Agent”) and Swingline Lender. Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Existing Credit Agreement as amended by this Amendment (as so amended, the “Credit Agreement”).

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FORM OF CLOUD PEAK ENERGY INC. 2009 LONG TERM INCENTIVE PLAN PERFORMANCE SHARE UNIT AWARD AGREEMENT
Performance Share Unit Award Agreement • March 11th, 2013 • Cloud Peak Energy Resources LLC • Bituminous coal & lignite surface mining • Delaware

THIS AGREEMENT, made as of the day of , 2013 (the “Grant Date”), between Cloud Peak Energy Inc., a Delaware corporation (the “Company”), and (the “Grantee”).

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NORTHERN POWDER RIVER BASIN MINING INTERESTS CHEVRON SEPARATE ASSETS PURCHASE AND SALE AGREEMENT among CHEVRON U.S.A. INC. and ARROWHEAD I LLC June 29, 2012
Purchase and Sale Agreement • July 2nd, 2012 • Cloud Peak Energy Resources LLC • Bituminous coal & lignite surface mining • New York

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), entered into on June 29, 2012 among CHEVRON U.S.A. INC., a Pennsylvania corporation (“Seller”), and ARROWHEAD I LLC, a Delaware limited liability company (“Buyer”).

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December 13, 2010 Cloud Peak Energy Resources LLC c/o Cloud Peak Energy Inc. General Counsel
Limited Liability Company Agreement • December 13th, 2010 • Cloud Peak Energy Resources LLC • Bituminous coal & lignite surface mining
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CLOUD PEAK ENERGY RESOURCES LLC CLOUD PEAK ENERGY FINANCE CORP. $200,000,000 6.375% SENIOR NOTES DUE 2024 UNDERWRITING AGREEMENT
Underwriting Agreement • March 3rd, 2014 • Cloud Peak Energy Resources LLC • Bituminous coal & lignite surface mining • New York

Optional Redemption: Except as described below, the Notes are not redeemable before March 15, 2019. At any time and from time to time on or after March 15, 2019, the Issuers may redeem the Notes, in whole or in part, upon required prior notice, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date):

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AMENDMENT NO. 12 TO DECKER COAL COMPANY AGREEMENT
Decker Coal Company Agreement • January 24th, 2012 • Cloud Peak Energy Resources LLC • Bituminous coal & lignite surface mining
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NORTHERN POWDER RIVER BASIN MINING INTERESTS YOUNGS CREEK MINING COMPANY / CX RANCH PURCHASE AND SALE AGREEMENT among CHEVRON U.S.A. INC., CONSOL ENERGY INC., CONSOLIDATION COAL COMPANY, RESERVE COAL PROPERTIES COMPANY, and ARROWHEAD I LLC June 29, 2012
Purchase and Sale Agreement • July 2nd, 2012 • Cloud Peak Energy Resources LLC • Bituminous coal & lignite surface mining • New York

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), entered into on June 29, 2012 among the CX Ranch Sellers (as defined below), CHEVRON U.S.A. INC., a Pennsylvania corporation (“Chevron NPRB Lead”), CONSOL ENERGY INC., a Delaware corporation (“CONSOL NPRB Lead”, and, collectively with Chevron NPRB Lead and the CX Ranch Sellers, the “Sellers”), and ARROWHEAD I LLC, a Delaware limited liability company (“Buyer”).

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December 13, 2010 Cloud Peak Energy Resources LLC c/o Cloud Peak Energy Inc. General Counsel
Limited Liability Company Agreement • December 13th, 2010 • Cloud Peak Energy Resources LLC • Bituminous coal & lignite surface mining
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CLOUD PEAK ENERGY RESOURCES LLC, CLOUD PEAK ENERGY FINANCE CORP., WILMINGTON TRUST COMPANY, as Trustee and CITIBANK, N.A., as Securities Administrator
Fourth Supplemental Indenture • March 11th, 2014 • Cloud Peak Energy Resources LLC • Bituminous coal & lignite surface mining • New York

THIS FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 10, 2014, is by and among Cloud Peak Energy Resources LLC, a Delaware limited liability company (the “Company”), Cloud Peak Energy Finance Corp., a Delaware corporation (the “Co-Issuer” and together with the Company, the “Issuers”), Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Trustee”), and Citibank, N.A., a national banking association, as securities administrator (the “Securities Administrator”).

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CLOUD PEAK ENERGY RESOURCES LLC, CLOUD PEAK ENERGY FINANCE CORP., as Issuers, CLOUD PEAK ENERGY INC., as Parent Guarantor, THE SUBSIDIARIES NAMED HEREIN, as Subsidiary Guarantors and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
First Supplemental Indenture • March 11th, 2014 • Cloud Peak Energy Resources LLC • Bituminous coal & lignite surface mining • New York

THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of March 11, 2014 is among Cloud Peak Energy Resources LLC, a Delaware limited liability company (the “Company”), Cloud Peak Energy Finance Corp., a Delaware corporation (the “Co-issuer” and, together with the Company, the “Issuers”), Cloud Peak Energy Inc., as Delaware corporation (the “Parent Guarantor”), the Subsidiary Guarantors (as defined herein) listed on Schedule A hereto, and Wells Fargo Bank, National Association, a national banking association, as Trustee under the Indenture, dated as of March 11, 2014 among the Issuers, the Parent Guarantor, the Subsidiary Guarantors named therein and the Trustee (the “Base Indenture” and, as amended and supplemented by this Supplemental Indenture in respect of the 6.375% Senior Notes due 2024, the “Indenture”).

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