ARMSTRONG ENERGY, INC. THE GUARANTORS PARTY HERETO AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE AND AS COLLATERAL AGENT Indenture Dated as of December 21, 2012 11.75% Senior Secured Notes due 2019Indenture • September 16th, 2013 • Armstrong Coal Company, Inc. • Bituminous coal & lignite surface mining • New York
INDENTURE dated as of December 21, 2012 among Armstrong Energy Inc., a Delaware corporation (the “Company”), and Armstrong Air, LLC, a Delaware Limited Liability Company, Armstrong Coal Company, Inc., a Delaware corporation, Armstrong Energy Holdings, Inc., a Delaware corporation, Western Diamond LLC, a Nevada limited liability company, and Western Land Company, LLC, a Kentucky limited liability company (collectively, the “Guarantors”), and Wells Fargo Bank, National Association, a national banking association duly organized and existing under the laws of the United States of America, as Trustee and as Collateral Agent.
EMPLOYMENT AGREEMENTEmployment Agreement • September 16th, 2013 • Armstrong Coal Company, 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.
EMPLOYMENT AGREEMENTEmployment Agreement • September 16th, 2013 • Armstrong Coal Company, 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 Effective January 1, 2008Coal Supply Agreement • September 16th, 2013 • Armstrong Coal Company, Inc. • Bituminous coal & lignite surface mining • Kentucky
This is a coal supply agreement (the “Agreement”) dated as of January 1, 2008 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 • September 16th, 2013 • Armstrong Coal Company, 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, 2012Coal Supply Agreement • September 16th, 2013 • Armstrong Coal Company, 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”).
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • September 16th, 2013 • Armstrong Coal Company, 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 • September 16th, 2013 • Armstrong Coal Company, 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:
EMPLOYMENT AGREEMENTEmployment Agreement • September 16th, 2013 • Armstrong Coal Company, 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 • September 16th, 2013 • Armstrong Coal Company, 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
EMPLOYMENT AGREEMENTEmployment Agreement • September 16th, 2013 • Armstrong Coal Company, 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.
ROYALTY DEFERMENT AND OPTION AGREEMENTRoyalty Deferment and Option Agreement • September 16th, 2013 • Armstrong Coal Company, 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”).
JOINDER NO. 1 TO SECURITY AGREEMENTSecurity Agreement • September 23rd, 2013 • Armstrong Coal Company, Inc. • Bituminous coal & lignite surface mining • New York
Joinder No. 1 (this “Joinder”), dated as of September 19, 2013, 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 LEASECoal Mining Lease • September 16th, 2013 • Armstrong Coal Company, 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 • September 16th, 2013 • Armstrong Coal Company, 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).
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • September 16th, 2013 • Armstrong Coal Company, 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.
AMENDMENT NO. 2 TO COAL SUPPLY AGREEMENTCoal Supply Agreement • September 16th, 2013 • Armstrong Coal Company, 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 • September 16th, 2013 • Armstrong Coal Company, 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.
50,000,000 SECURED REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and among ARMSTRONG ENERGY, INC., as Borrower and THE LENDERS PARTY HERETO and PNC CAPITAL MARKETS LLC, as Joint Lead Arranger and Joint Bookrunner, and PNC BANK, NATIONAL ASSOCIATION,...Credit Agreement • September 16th, 2013 • Armstrong Coal Company, Inc. • Bituminous coal & lignite surface mining • Minnesota
THIS CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of December 21, 2012 and is made by and among ARMSTRONG ENERGY, INC., a Delaware corporation (the “Borrower”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), STIFEL BANK & TRUST, in its capacity as syndication agent for the Lenders under this Agreement, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”).
AMENDMENT NO. 1 TO COAL SUPPLY AGREEMENTCoal Supply Agreement • September 16th, 2013 • Armstrong Coal Company, Inc. • Bituminous coal & lignite surface mining
THIS AMENDMENT NO. 1 TO COAL SUPPLY AGREEMENT (“Amendment No. 1”) is entered into effective as of July 1, 2008, 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:
ContractCoal Supply Agreement • September 16th, 2013 • Armstrong Coal Company, Inc. • Bituminous coal & lignite surface mining
THIS 2012 BASE QUANTITY AMENDMENT NO.1 is made and entered into as of January 1, 2012 (the “Effective Date”) by and between Louisville Gas and Electric Company (“LG&E”) and Kentucky Utilities Company (“KU”), each a Kentucky corporation, and Armstrong Coal Company, Inc. (“Armstrong”), a Delaware corporation.
ASSET PURCHASE AGREEMENT BETWEEN CYPRUS CREEK LAND RESOURCES, LLC AND ARMSTRONG COAL COMPANY, INC.Asset Purchase Agreement • September 16th, 2013 • Armstrong Coal Company, Inc. • Bituminous coal & lignite surface mining • Kentucky
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made the 29th day of December, 2011, by and between CYPRUS CREEK LAND RESOURCES, LLC, a Delaware limited liability company (“Cyprus Creek” and/or “Seller” herein) and ARMSTRONG COAL COMPANY, INC., a Delaware corporation (“Armstrong Coal” and/or “Buyer” herein), both collectively the “Parties” herein.
FORMATION AND TRANSFER AGREEMENTFormation and Transfer Agreement • September 16th, 2013 • Armstrong Coal Company, 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.
COAL MINING LEASE AND SUBLEASECoal Mining Lease and Sublease • September 16th, 2013 • Armstrong Coal Company, 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”).
OPTION AMENDMENT, OPTION EXERCISE AND MEMBERSHIP INTEREST PURCHASE AGREEMENTOption Amendment, Option Exercise and Membership Interest Purchase Agreement • September 16th, 2013 • Armstrong Coal Company, 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.
Corporate Fuels & By-Products 220 West Main Street Louisville, KY 40202Coal Supply Agreement • September 16th, 2013 • Armstrong Coal Company, Inc. • Bituminous coal & lignite surface mining
AMENDED OVERRIDING ROYALTY AGREEMENTOverriding Royalty Agreement • September 16th, 2013 • Armstrong Coal Company, Inc. • Bituminous coal & lignite surface mining • Kentucky
THIS AMENDED OVERRIDING ROYALTY AGREEMENT (this “Agreement”) is made and entered into as of the 3 rd 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. KENNETH E. ALLEN (“Allen”), 6100 White Plains Road, White Plains, Kentucky 42464 (collectively, the “Parties).
Corporate Fuels & By-Products 220 West Main Street Louisville, KY40202Coal Supply Agreement • September 16th, 2013 • Armstrong Coal Company, Inc. • Bituminous coal & lignite surface mining
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • September 16th, 2013 • Armstrong Coal Company, Inc. • Bituminous coal & lignite surface mining
This Settlement Agreement and Release (this “Settlement and Release”) is made as of this 23 day of August 2013 (the “Effective Date”) by and between Louisville Gas and Electric Company/Kentucky Utilities Company (“LG&E/KU”) and Armstrong Coal Company, Inc. (“Armstrong”).
TENNESSEE VALLEY AUTHORITY COAL SUPPLY & ORIGINATIONContract Supplement • September 16th, 2013 • Armstrong Coal Company, Inc. • Bituminous coal & lignite surface mining
This confirms the following recent agreement between the parties, involving Tate Rich representing Armstrong Coal Company, Inc. (“Armstrong”), and Connie Gazaway representing TVA:
GUARANTOR JOINDER AND ASSUMPTION AGREEMENTGuarantor Joinder and Assumption Agreement • September 23rd, 2013 • Armstrong Coal Company, Inc. • Bituminous coal & lignite surface mining
THIS GUARANTOR JOINDER AND ASSUMPTION AGREEMENT is made as of September 19, 2013, by Armstrong Logistics Services, LLC, a Kentucky limited liability company (the “New Guarantor”).
EXTENSION OF AGREEMENT TO ENTER INTO VOTING AND STOCKHOLDERS’ AGREEMENTVoting and Stockholders’ Agreement • September 16th, 2013 • Armstrong Coal Company, Inc. • Bituminous coal & lignite surface mining • Delaware
This EXTENSION OF AGREEMENT TO ENTER INTO VOTING AND STOCKHOLDERS’ AGREEMENT (this “Agreement”), is made and entered into as of February 1, 2012, by and among Armstrong Energy, Inc., a Delaware corporation (the “Company”), Yorktown Energy Partners VI, L.P., a Delaware limited partnership (“Yorktown VI”), Yorktown Energy Partners VII, L.P., a Delaware limited partnership (“Yorktown VII”), and Yorktown Energy Partners VIII, L.P., a Delaware limited partnership (together with Yorktown VI and Yorktown VII, “Yorktown”).
AGREEMENT TO ENTER INTO VOTING AND STOCKHOLDERS’ AGREEMENTVoting and Stockholders’ Agreement • September 16th, 2013 • Armstrong Coal Company, Inc. • Bituminous coal & lignite surface mining • Delaware
This AGREEMENT TO ENTER INTO VOTING AND STOCKHOLDERS’ AGREEMENT (this “Agreement”), is made and entered into as of October 1, 2011, by and among Armstrong Energy, Inc., a Delaware corporation (the “Company”), J. Hord Armstrong, III, Martin D. Wilson, Yorktown Energy Partners VI, L.P., a Delaware limited partnership (“Yorktown VI”), Yorktown Energy Partners VII, L.P., a Delaware limited partnership (“Yorktown VII”), Yorktown Energy Partners VIII, L.P., a Delaware limited partnership (together with Yorktown VI and Yorktown VII, “Yorktown”), James H. Brandi, LucyB Trust, Lorenzo Weisman/Danielle Weisman Joint Ownership with Right of Survivorship, Brim Family 2004 Trust, Franklin W. Hobbs IV, Hutchinson Brothers, LLC a Nebraska limited liability company, and John H. Stites, III.
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • September 23rd, 2013 • Armstrong Coal Company, Inc. • Bituminous coal & lignite surface mining • New York
First Supplemental Indenture (this “Supplemental Indenture”), dated as of September 19, 2013, among Armstrong Logistics Services, LLC, a Kentucky limited liability company (the “Guaranteeing Subsidiary”), a Subsidiary of Armstrong Energy, Inc., a Delaware corporation (the “Company”), the Company, and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
Tennessee Valley Authority Coal Supply & Origination Chattanooga, Tennessee 37402-2801 CONTRACT SUPPLEMENTCoal Supply & Origination Contract Supplement • September 16th, 2013 • Armstrong Coal Company, Inc. • Bituminous coal & lignite surface mining
This confirms the October 4, 2012, agreement reached between TVA and Armstrong Coal Company (“Armstrong”) relative to freeze proofing deliveries under the subject contracts.
