ARMSTRONG ENERGY, INC. Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 30th, 2012 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • New York
RAYMOND JAMES & ASSOCIATES, INC. FBR CAPITAL MARKETS & CO. as Representatives of the several Underwriters c/o Raymond James & Associates, Inc. 880 Carillon Parkway Saint Petersburg, FL 33716
REGISTRATION RIGHTS AGREEMENT Dated December 21, 2012 among Armstrong Energy, Inc. as Issuer, the Guarantors named herein and STIFEL, NICOLAUS & COMPANY, INCORPORATED as representative of the several Initial PurchasersRegistration Rights Agreement • July 30th, 2013 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into December 21, 2012, among ARMSTRONG ENERGY, INC., a Delaware corporation (the “Company”), the subsidiaries of the Company listed on Schedule I hereto (the “Guarantors”) and STIFEL, NICOLAUS & COMPANY, INCORPORATED, as representative of the several initial purchasers set forth in Schedule A of the Purchase Agreement (as defined below) (the “Initial Purchasers”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • July 30th, 2013 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • New York
This INTERCREDITOR AGREEMENT (this “Agreement”) is dated as of December 21, 2012, and entered into by and between PNC Bank, National Association, in its capacity as agent under the ABL Credit Agreement, including its successors and assigns from time to time (the “Initial ABL Agent”), and Wells Fargo Bank, National Association, as Trustee (the “Trustee”), not in its individual capacity, but solely in its capacity as trustee and collateral agent under the Indenture including its successors and assigns from time to time (in such capacities, and in any other capacity under the Note Documents, the “Notes Agent”) and is acknowledged by Armstrong Energy, Inc., a Delaware corporation (the “Company” or the “Issuer”) and the subsidiaries of the Company listed on the signature pages hereof (together with any subsidiary that becomes a party hereto after the date hereof, each a “Company Subsidiary”, and, collectively, the “Company Subsidiaries”). Capitalized terms used in this Agreement have the me
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 30th, 2013 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 11, 2012, is by and among Armstrong Energy, Inc., a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (the “Stockholders”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 30th, 2013 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • Missouri
This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 1st day of October, 2011 by and between ARMSTRONG ENERGY, INC. (the “Company”) with offices at 7733 Forsyth Boulevard, Suite 1625, St. Louis, Missouri 63105; and J. HORD ARMSTRONG, III (the “Executive”) of 748 Cella Road, St. Louis, Missouri 63124.
ARMSTRONG LAND COMPANY, LLC RESTRICTED UNIT AWARD AGREEMENTRestricted Unit Award Agreement • October 12th, 2011 • Armstrong Energy, Inc. • Delaware
This Restricted Unit Award Agreement (the “Agreement”) is made this 1st day of June, 2011 (the “Effective Date”), between ARMSTRONG LAND COMPANY, LLC, a Delaware limited liability company (the “Company”), and David Cobb, an employee of the Company (“Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 30th, 2013 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • Missouri
This Employment Agreement (“Agreement”), effective as of the 1st day of October, 2011, by and between Armstrong Energy, Inc. (“Employer”), 7733 Forsyth Boulevard, Suite 1625, St. Louis, Missouri 63105 and J. Richard Gist (“Gist”), 1310 Christmas Valley Drive, Wildwood, Missouri 63005.
COAL SUPPLY AGREEMENT BETWEEN ARMSTRONG COAL COMPANY, INC. AND LOUISVILLE GAS & ELECTRIC COMPANY and KENTUCKY UTILTIES COMPANY December , 2009Supply Agreement • July 30th, 2013 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • Kentucky
This is a coal supply agreement (the “Agreement”) entered into as of this day of December, 2009, but shall be effective upon and only if and when the Commencement Date occurs as set forth in Section 2 below, between LOUISVILLE GAS AND ELECTRIC COMPANY (“LG&E”) and KENTUCKY UTILITIES COMPANY (“KU”), each a Kentucky corporation, with a common address at 220 West Main Street, Louisville, Kentucky 40202 (LG&E and KU are each individually sometimes herein called a “Buyer” as more particularly described below) and ARMSTRONG COAL COMPANY, INC. (“Seller”) a Delaware corporation with an address at 407 Brown Road, Madisonville, Kentucky 42431.
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 30th, 2013 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • Delaware
This Indemnification Agreement (“Agreement”) is entered into as of the day of , 2011, by and between Armstrong Energy, Inc., a Delaware corporation (the “Corporation”) and (“Indemnitee”), a member of the board of directors (“Board”) of the Corporation.
COAL SUPPLY AGREEMENT BETWEEN ARMSTRONG COAL COMPANY AND LOUISVILLE GAS & ELECTRIC COMPANY and KENTUCKY UTILTIES COMPANY Effective January 1, 2012Supply Agreement • July 30th, 2013 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • Kentucky
This is a coal supply agreement (the “Agreement”) dated January 1, 2012 between LOUISVILLE GAS AND ELECTRIC COMPANY (“LG&E”) and KENTUCKY UTILITIES COMPANY (“KU”), each a Kentucky corporation, with a common address at 220 West Main Street, Louisville, Kentucky 40202 (LG&E and KU are each individually sometimes herein called a “Buyer” as more particularly described below) and ARMSTRONG COAL COMPANY, INC., a Delaware corporation, with an address at 407 Brown Road, Madisonville, Kentucky 42431 (herein called the “Seller”).
Armstrong Energy, Inc. Retention Bonus AgreementRetention Bonus Agreement • June 12th, 2017 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • Missouri
On behalf of Armstrong Energy, Inc. (the “Company”), I am pleased to offer you the opportunity to receive a retention bonus, if you agree to the terms and conditions contained in this Retention Bonus Agreement (this “Agreement”), which shall be effective as of the date of your signature below (the “Effective Date”).
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • July 30th, 2013 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining
This ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) entered into this 11th day of October, 2011, but effective as of the 1st day of January, 2011 (the “Effective Date”) by and among ARMSTRONG ENERGY, INC. (“Armstrong Energy”), a Delaware corporation formerly known as Armstrong Land Company, LLC with an address of 7733 Forsyth Boulevard, Suite 1625, St. Louis, Missouri 63105, ARMSTRONG RESOURCE PARTNERS, L.P. (“ARP”), a Delaware limited partnership formerly known as Elk Creek, L.P., having an address of 7733 Forsyth Boulevard, Suite 1625, St. Louis, Missouri 63105, and ELK CREEK GP, LLC (“Elk Creek GP”), a Delaware limited liability company and the managing general partner of ARP having an address of 7733 Forsyth Boulevard, Suite 1625, St. Louis, Missouri 63105.
REAL ESTATE LEASEReal Estate Lease • May 4th, 2012 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • Kentucky
This Lease Agreement (this “Lease”) is dated August 1, 2009, by and between David R. Cobb and Rebecca K. Cobb (“Landlord”), and Armstrong Coal Company, Inc (“Tenant”). The parties agree as follows:
COAL MINING LEASE AND SUBLEASEMining Lease and Sublease • May 4th, 2012 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • Kentucky
This Coal Mining Lease and Sublease (this “Lease”) is made and entered into as of February 9, 2011 (the “Effective Date”), by and between: (i) Ceralvo Holdings, LLC, a Delaware limited liability company (the “Lessor”), and (ii) Armstrong Coal Company, Inc., a Delaware corporation (the “Lessee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 4th, 2012 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 11, 2012, is by and among Armstrong Energy, Inc., a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (the “Stockholders”).
OPTION AMENDMENT, OPTION EXERCISE AND MEMBERSHIP INTEREST PURCHASE AGREEMENTOption Exercise and Membership Interest Purchase Agreement • March 7th, 2012 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • New York
Subject, however, to the following rights existing as of the Effective Date: oil and gas lease rights, public roads, public drainage ditches, easements for power lines, pipelines, railroads and rights-of-way, telephone lines, buried cables and all other easements and reservations.
COAL MINING LEASEMining Lease • December 19th, 2011 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • Kentucky
THIS COAL MINING LEASE (the “Lease”), made this 27th day of October, 2010, (the “Effective Date”) between Alcoa Fuels, Inc., an Indiana corporation of 4700 Darlington Road, Newburgh, Indiana 47630 (“Lessor”), and Armstrong Coal Company, Inc., a Delaware corporation, with an address of 407 Brown Road, Madisonville, Kentucky 42431 (“Lessee”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 30th, 2013 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • Missouri
This Employment Agreement (“Agreement”) is entered into this 1st day of December 2011, by and between Armstrong Energy, Inc. (“Employer”), 7733 Forsyth Boulevard, Suite 1625, St. Louis, Missouri 63105 and Brian G. Landry (“Landry”), 937 Sheffield Forest Ct. Wildwood, Mo. 63021.
EMPLOYMENT AGREEMENTEmployment Agreement • July 30th, 2013 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • Missouri
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into this 1st day of June, 2007 by and between Armstrong Coal Co. (“Employer”), 7701 Forsyth Boulevard, Suite 1000, St. Louis, Missouri 63105 and Kenneth E. Allen (“Allen”), 6100 White Plains Road, White Plains, Kentucky 42464
Re: Armstrong Energy Inc.Armstrong Energy, Inc. • August 17th, 2017 • Bituminous coal & lignite surface mining • New York
The purpose of this letter is to confirm the understanding and agreement (the “Agreement”) between Armstrong Energy Inc. (the “Client” or “Armstrong”) and FTI Consulting, Inc. (“FTI”) concerning the Client’s engagement of FTI to provide certain temporary employees to the Client to act as both Chief Restructuring Officer and as Hourly Temporary Staff in providing services consistent with those roles (the “Engagement”). This Agreement is effective on August 14, 2017 (the “Effective Date”). The FTI Standard Terms and Conditions attached hereto as Exhibit “A” are also incorporated herein and forms part of this Agreement.
Tennessee Valley Authority Coal Supply & Origination 1101 Market Street, MR 2A Chattanooga, Tennessee 37402-2801 CONTRACT SUPPLEMENTArmstrong Energy, Inc. • May 4th, 2012 • Bituminous coal & lignite surface mining
This confirms the December 8, 2011, agreement reached between Eddie Spicer of TVA and Mickey Fitzhugh of Armstrong Coal Company.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2016 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining
This Second Amendment to Employment Agreement (this “Amendment”) is entered into effective as of the 22nd day of April, 2016 (the “Effective Date”) by and between Armstrong Energy, Inc., a Delaware corporation with offices at 7733 Forsyth Boulevard, Suite 1625, Saint Louis, Missouri 63105 (the “Company”), and Martin D. Wilson of 12 Babler Lane, Saint Louis, Missouri 63124 (the “Executive”). Company and Executive are sometimes referred to collectively herein as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • July 30th, 2013 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • Missouri
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into this 19th day of January, 2007 by and between Armstrong Coal Co. (“ACC”) 7701 Forsyth, Suite 1000, St. Louis, Mo. 63105 and David R. Cobb (“Cobb”) 3575 Brown Road, Madisonville, Ky. 42431.
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • February 10th, 2012 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • Kentucky
This Membership Interest Purchase Agreement (the “Contract”), made as of this 29th day of December, 2011 (“Contract Date”) by and between: WESTERN DIAMOND LLC, a Nevada limited liability company, and WESTERN LAND COMPANY, LLC, a Kentucky limited liability company, (hereinafter “Sellers”) agree to sell, and ARMSTRONG RESOURCE PARTNERS, L.P., a Delaware limited partnership (“Buyer”), agrees to buy all of Seller’s right, title and membership interest in Armstrong Conveyance I, LLC (“AC”), a Delaware limited liability company, representing 100% of the membership interests of AC (the “Membership Interests”), upon the terms and conditions set forth herein.
ROYALTY DEFERMENT AND OPTION AGREEMENTRoyalty Deferment and Option Agreement • July 30th, 2013 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • Kentucky
This Royalty Deferment and Option Agreement (the “Agreement”) entered into this 11th day of October, 2011, but effective as of February 9, 2011, by and between Armstrong Coal Company, Inc. (“Armstrong”), Western Diamond LLC (“WD”) and Western Land Company, LLC (“WLC”) (Armstrong, together with WD and WLC, collectively referred to herein as the “Armstrong Entities”), and Western Mineral Development, LLC (“WMD”) and Ceralvo Holdings, LLC (“Ceralvo,” and together with WMD, the “ARP Entities”) (collectively, the “Parties”).
Corporate Fuels & By-Products 220 West Main Street Louisville, KY 40202Armstrong Energy, Inc. • May 4th, 2012 • Bituminous coal & lignite surface mining
This letter restates and amends our letter to you dated August 1, 2008 in its entirety and is to amend the Base Price parameters noted below of the above referenced Coal Supply Agreement, but only with respect to the time periods as described below. Louisville Gas and Electric Company and Kentucky Utilities Company agree the following revised pricing will apply to all coal shipped via truck to Yellow Banks Dock during the time periods noted below.
JOINDER NO. 2 TO SECURITY AGREEMENTSecurity Agreement • August 14th, 2014 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • New York
Joinder No. 2 (this “Joinder”), dated as of July 24, 2014, to the Security Agreement, dated as of December 21, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Security Agreement”), by and among each of the parties listed on the signature pages thereto and those additional entities that thereafter become parties thereto (collectively, jointly and severally, “Grantors” and each, individually, a “Grantor”) and Wells Fargo Bank, National Association, as trustee (in such capacity, together with its successors and assigns, the “Trustee”) and as collateral agent (in such capacity, together with its successors and assigns, the “Collateral Agent”).
COAL MINING LEASEMining Lease • July 30th, 2013 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • Kentucky
THIS COAL MINING LEASE (the “Lease”), made this 27th day of October, 2010, (the “Effective Date”) between Alcoa Fuels, Inc., an Indiana corporation of 4700 Darlington Road, Newburgh, Indiana 47630 (“Lessor”), and Armstrong Coal Company, Inc., a Delaware corporation, with an address of 407 Brown Road, Madisonville, Kentucky 42431 (“Lessee”).
AMENDED OVERRIDING ROYALTY AGREEMENTOverriding Royalty Agreement • July 30th, 2013 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • Kentucky
THIS AMENDED OVERRIDING ROYALTY AGREEMENT (this “Agreement”) is made and entered into as of the 3rd day of December, 2008, by and among WESTERN LAND COMPANY, LLC (“Western Land”), a Kentucky limited liability company, WESTERN DIAMOND, LLC (“Western Diamond”), a Nevada limited liability company, CERALVO HOLDINGS, LLC (“Ceralvo”), a Delaware limited liability company, ARMSTRONG MINING, INC. (“Armstrong Mining”), a Delaware corporation, ARMSTRONG COAL COMPANY, INC., a Delaware corporation (“Armstrong Coal”), ARMSTRONG LAND COMPANY, LLC (“Armstrong Land”), a Delaware limited liability company (together, with each of the foregoing and their respective successors and assigns, the “Armstrong Parties”), and MR. DAVID R. COBB (“Cobb”), 3575 Brown Road, Madisonville, Kentucky 42431 (collectively, the “Parties).
FUEL PURCHASE ORDER: L08046Armstrong Energy, Inc. • May 4th, 2012 • Bituminous coal & lignite surface mining • Kentucky
Quality: The Seller has sole responsibility for quality control of the fuel and shall forward its as loaded quality to the Buyer as soon as possible. Each shipment hereunder shall also be of uniform quality. All Shipments shall be sampled and analyzed by Seller prior to shipment to determine loading quality. Seller shall provide the results of such sampling and analysis to the recipients designated by Buyer and in the format specified by Buyer as soon as possible after the Shipment is loaded. Two (2) trains in a thirty (30) consecutive day period not conforming (i.e. exceeding any maximums or falling below any minimums) with one or more Rejection Limits set forth above (the “Rejection Limits”) shall be considered an Event of Default and may, if Seller does not give adequate assurances of future compliance or otherwise cure, result in suspension or rejection as provided herein and/or may result in the exercise of other legal and equitable remedies at Buyer’s option.
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • July 30th, 2013 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining
This Settlement Agreement and Release (this “Settlement and Release”) is made as of this 22 day of December, 2009 by and between Louisville Gas and Electric Company (“LG&E”) and Kentucky Utilities Company (“KU”), whose common address is 220 West Main Street, Louisville, Kentucky 40202, and Armstrong Coal Company, Inc. (“Armstrong”), whose address is 407 Brown Road, Madisonville, Kentucky 42431.
ROYALTY DEFERMENT AND OPTION AGREEMENTRoyalty Deferment and Option Agreement • March 7th, 2012 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • Kentucky
This Royalty Deferment and Option Agreement (the “Agreement”) entered into this 11th day of October, 2011, but effective as of February 9, 2011, by and between Armstrong Coal Company, Inc. (“Armstrong”), Western Diamond LLC (“WD”) and Western Land Company, LLC (“WLC”) (Armstrong, together with WD and WLC, collectively referred to herein as the “Armstrong Entities”), and Western Mineral Development, LLC (“WMD”) and Ceralvo Holdings, LLC (“Ceralvo,” and together with WMD, the “ARP Entities”) (collectively, the “Parties”).
AMENDMENT NO. 2 TO COAL SUPPLY AGREEMENTCoal Supply Agreement • July 30th, 2013 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining
THIS AMENDMENT NO. 2 TO COAL SUPPLY AGREEMENT (“Amendment No. 2”) is entered into effective as of December 22, 2009, by and between LOUISVILLE GAS AND ELECTRIC COMPANY (“LG&E”) and KENTUCKY UTILITIES COMPANY (“KU”), each a Kentucky corporation, 220 West Main Street, Louisville, Kentucky 40202 (individually the “Buyer”, as applicable) and ARMSTRONG COAL COMPANY, INC., a Delaware Corporation, 407 Brown Road, Madisonville, Kentucky 42431 (“Seller”). In consideration of the agreements herein contained, the parties hereto agree as follows:
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • July 30th, 2013 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • Kentucky
This Membership Interest Purchase Agreement (the “Contract”), made as of this 29th day of December, 2011 (“Contract Date”) by and between: WESTERN DIAMOND LLC, a Nevada limited liability company, and WESTERN LAND COMPANY, LLC, a Kentucky limited liability company, (hereinafter “Sellers”) agree to sell, and ARMSTRONG RESOURCE PARTNERS, L.P., a Delaware limited partnership (“Buyer”), agrees to buy all of Seller’s right, title and membership interest in Armstrong Conveyance I, LLC (“AC”), a Delaware limited liability company, representing 100% of the membership interests of AC (the “Membership Interests”), upon the terms and conditions set forth herein.
FORMATION AND TRANSFER AGREEMENTOperating Agreement • July 2nd, 2012 • Armstrong Energy, Inc. • Bituminous coal & lignite surface mining • Kentucky
THIS FORMATION AND TRANSFER AGREEMENT (this “Agreement”) is made, entered into and effective as of the 29th day of December, 2011 by and among Cyprus Creek Land Resources, LLC, a Delaware limited liability company with principal offices at 701 Market Street, Suite 798, St. Louis, Missouri 63101 (“Cyprus”) and Cyprus Creek Land Company, a Delaware corporation with its offices at 701 Market Street, Suite 772, St. Louis, Missouri 63101; and Armstrong Coal Company, Inc., a Delaware corporation with principal offices at 7733 Forsyth Boulevard, Suite 1625, St. Louis, Missouri 63105 (herein “Armstrong”), and Western Land Company, LLC, a Kentucky limited liability company with its office at 407 Brown Road, Madisonville, Kentucky 42431.
