CREDIT AGREEMENT among CONTURA ENERGY, INC., as the Borrower,Credit Agreement • June 18th, 2019 • Contura Energy, Inc. • Bituminous coal & lignite surface mining • New York
This CREDIT AGREEMENT (as amended, amended and restated, restated, supplemented or otherwise modified from time to time, the “Agreement”) is entered into as of June 14, 2019, among CONTURA ENERGY, INC., a Delaware corporation (“Contura” or the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), and CANTOR FITZGERALD SECURITIES, as Administrative Agent and Collateral Agent.
Contura Energy, Inc. [●] Shares Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • July 31st, 2017 • Contura Energy, Inc. • Bituminous coal & lignite surface mining • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 13th, 2018 • Contura Energy, Inc. • Bituminous coal & lignite surface mining • Delaware
THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made as of [-], 2018, by and between Contura Energy, Inc., a Delaware corporation (the "Company"), and ______________ (the "Indemnitee").
AMENDED AND RESTATED CREDIT AGREEMENT among CONTURA ENERGY, INC., as the Initial Borrower, and collectively with each other Person who joins in the execution of the Credit Agreement and agrees to be bound as a borrower, as the Borrowers,Credit Agreement • November 13th, 2018 • Contura Energy, Inc. • Bituminous coal & lignite surface mining • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (as amended, amended and restated, restated, supplemented or otherwise modified from time to time, the “Agreement”) is entered into as of November 9, 2018, among CONTURA ENERGY, INC., a Delaware corporation (“Contura” or the “Initial Borrower” and together with each other Person who becomes a borrower pursuant to a Borrower Joinder and Assumption each individually, a “Borrower” and collectively, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), and JEFFERIES FINANCE LLC, as Administrative Agent and Collateral Agent.
10133183.v9 CREDIT AGREEMENT by and among ALPHA METALLURGICAL RESOURCES, INC., AND CERTAIN OF ITS SUBSIDIARIES, JOINTLY AND SEVERALLY, as the “Borrowers” ANY OTHER CREDIT PARTIES PARTY HERETO FROM TIME TO TIME, THE FINANCIAL INSTITUTIONS PARTY HERETO...Credit Agreement • November 2nd, 2023 • Alpha Metallurgical Resources, Inc. • Bituminous coal & lignite surface mining • New York
Alpha Metallurgical Resources, Inc. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 26th, 2024 • Alpha Metallurgical Resources, Inc. • Bituminous coal & lignite surface mining • Delaware
This Restricted Stock Unit Award Agreement (“Agreement”) is entered into by and between Alpha Metallurgical Resources, Inc. (the “Company”) and the participant whose name appears below (the “Participant”) in order to set forth the terms and conditions of Restricted Stock Units (the “RSUs”) granted to the Participant under the 2018 Long-Term Incentive Plan (the “Plan”).
ASSET PURCHASE AGREEMENT dated as of July 26, 2016 among CONTURA ENERGY, INC., ALPHA NATURAL RESOURCES, INC., THE SUBSIDIARIES OF ALPHA NATURAL RESOURCES, INC. LISTED ON SCHEDULE A HERETO, ANR, INC. and ALPHA NATURAL RESOURCES, INC., AS SELLERS’...Asset Purchase Agreement • August 21st, 2018 • Contura Energy, Inc. • Bituminous coal & lignite surface mining • Delaware
ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of July 26, 2016 (the “Effective Date”), by and among Contura Energy, Inc., a Delaware corporation (“Buyer”), Alpha Natural Resources, Inc., a Delaware corporation (“Alpha Natural Resources”), the Subsidiaries (as hereinafter defined) of Alpha Natural Resources set forth on Schedule A (collectively, the “ANR Subsidiaries”, and together with Alpha Natural Resources, the “Sellers”), Alpha Natural Resources, as Sellers’ Representative (“Sellers’ Representative”), and ANR, Inc., a Delaware corporation (“ReorgCo”). The Sellers, Buyer (and any Designated Buyers), Sellers’ Representative and ReorgCo are referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDED AND RESTATED ASSET-BASED REVOLVING CREDIT AGREEMENT Dated as of November 9, 2018 among CONTURA ENERGY, INC. and certain of its Subsidiaries, as the Borrowers THE GUARANTORS PARTY HERETO CITIBANK, N.A., as Administrative Agent CITIBANK, N.A.,...Asset-Based Revolving Credit Agreement • November 13th, 2018 • Contura Energy, Inc. • Bituminous coal & lignite surface mining • New York
This AMENDED AND RESTATED ASSET-BASED REVOLVING CREDIT AGREEMENT (this “Agreement”) is entered into as of November 9, 2018 among each of Contura Energy, Inc. (the “Company”), each of the other Borrowers listed on Schedule 1.01(c)(i) hereto (collectively, the “Initial Borrowers” and together with each other Person who becomes a borrower pursuant to an Assumption Agreement, each individually, a “Borrower” and collectively, the “Borrowers”); provided that, the ANR Entities are Initial Borrowers immediately upon consummation of the ANR Acquisition, each Guarantor party hereto, each lender from time to time party hereto, Citibank, N.A. (together with any of its designated affiliates, “Citi”), as administrative agent and collateral agent (in such capacities, the “Administrative Agent”), Citi, as Swingline Lender, and Citi, Barclays Bank PLC, BMO Harris Bank N.A. and Credit Suisse AG, Cayman Islands Branch, as L/C Issuers.
PERMITTING AND RECLAMATION PLAN SETTLEMENT AGREEMENT FOR THE COMMONWEALTH OF VIRGINIAAgreement • August 21st, 2018 • Contura Energy, Inc. • Bituminous coal & lignite surface mining
THIS AGREEMENT (as it may be amended or modified from time to time, this "Agreement") is made and entered into as of July 12, 2016, by and among Alpha Natural Resources, Inc. ("ANR"), on behalf of itself and its debtor-affiliates (collectively with ANR, the "Debtors" or, when used in reference to such Debtors on or after the Effective Date (as defined herein, the "Reorganized Debtors"), Contura Energy, Inc. (the "Purchaser") and the Commonwealth of Virginia, Department of Mines, Minerals and Energy (the "Department" and, collectively with the Debtors and the Purchaser, the "Parties").
TRANSITION SERVICES AGREEMENTTransition Services Agreement • August 21st, 2018 • Contura Energy, Inc. • Bituminous coal & lignite surface mining
THIS SECOND AMENDMENT TO TRANSITION SERVICES AGREEMENT (this “Amendment”) is entered into effective as of October 20, 2016, by and among Contura Energy, Inc., a Delaware corporation (“Contura Energy”), Old ANR, LLC (formerly Alpha Natural Resources, Inc.) (“Alpha Natural Resources”), and ANR, Inc., a Delaware corporation (“ANR”) (each a “Party” and together, the “Parties.”)
LOAN AGREEMENT dated as of July 26, 2016 by and between ANR, INC. as Borrower and CONTURA ENERGY, INC. as LenderLoan Agreement • August 21st, 2018 • Contura Energy, Inc. • Bituminous coal & lignite surface mining • New York
THIS LOAN AGREEMENT is made as of the 26 day of July, 2016, by and among ANR, Inc., a Delaware corporation (“Borrower”), the Guarantors (as hereinafter defined) party hereto and Contura Energy, Inc. (“Lender”).
FIRST AMENDMENT TO TRANSITION SERVICES AGREEMENTTransition Services Agreement • August 21st, 2018 • Contura Energy, Inc. • Bituminous coal & lignite surface mining
THIS FIRST AMENDMENT TO TRANSITION SERVICES AGREEMENT (this “First Amendment”) is entered into on August 26, 2016, but effective as of July 26, 2016, by and among Contura Energy, Inc., a Delaware corporation (“Contura Energy”), Old ANR, LLC (formerly Alpha Natural Resources, Inc.) (“Alpha Natural Resources”), and ANR, Inc., a Delaware corporation (“ANR”) (each a “Party” and together, the “Parties.”)
SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT among ALPHA METALLURGICAL RESOURCES, INC., each Subsidiary of Alpha Metallurgical Resources, Inc. identified herein, and CITIBANK, N.A., as Collateral Agent Dated as of December 6, 2021Pledge and Security Agreement • December 10th, 2021 • Alpha Metallurgical Resources, Inc. • Bituminous coal & lignite surface mining • New York
WHEREAS, the Grantors have entered into that certain Second Amended and Restated Asset-Based Revolving Credit Agreement dated as of the date hereof, by and among, inter alios, the Grantors, as Borrowers, the lenders from time to time party thereto and Citibank, N.A., as administrative agent (the “Administrative Agent”) (as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);
PERMITTING AND RECLAMATION PLAN SETTLEMENT AGREEMENT FOR THE COMMONWEALTH OF KENTUCKYAgreement • August 21st, 2018 • Contura Energy, Inc. • Bituminous coal & lignite surface mining
THIS AGREEMENT (as it may be amended or modified from time to time, this “Settlement Agreement”) is made and entered into as of July 12, 2016, by and among Alpha Natural Resources, Inc. (“ANR”), on behalf of itself and its debtor-affiliates (collectively with ANR, the “Debtors” or, when used in reference to such Debtors on or after the Effective Date (as defined herein), the “Reorganized Debtors”), Contura Energy, Inc. (the “Purchaser”) and the Kentucky Energy and Environment Cabinet, Department for Natural Resources (the “Department” and, collectively with the Debtors and the Purchaser, the “Parties”).
SETTLEMENT AGREEMENTSettlement Agreement • August 21st, 2018 • Contura Energy, Inc. • Bituminous coal & lignite surface mining
THIS SETTLEMENT AGREEMENT (this “Agreement”), dated as of November 3, 2016 (but effective only as of the Settlement Effective Time, as defined below), is by and among (i) Contura Energy, Inc., a Delaware corporation (“Contura”), for itself and on behalf of its Subsidiaries; (ii) ANR, Inc., a Delaware corporation (“ANR” and, together with the Sellers, Alpha Natural Resources Holdings, Inc. and any Subsidiary of ANR that is not a Seller (as such terms are defined in the APA (as defined below)), the “Reorganized Debtors”), for itself and on behalf of all the Reorganized Debtors, including Old ANR, LLC f/k/a Alpha Natural Resources, Inc. (“Old ANR”); and (iii) Old ANR on behalf of itself and on behalf of all of the Sellers in its capacity as Sellers’ Representative (as such term is defined in the APA).
EMPLOYMENT AGREEMENTEmployment Agreement • August 21st, 2018 • Contura Energy, Inc. • Bituminous coal & lignite surface mining • Virginia
This Employment Agreement (“Agreement”), dated this 26th day of July, 2016 (the “Effective Date”), is entered into by and between Contura Energy, Inc., on behalf of itself and its parent entities, subsidiaries and affiliates as may employ Employee from time to time (collectively, “Employer”), and Kevin S. Crutchfield (the “Employee”). Defined terms used herein are set forth in Section 7.13.
THIRD AMENDMENT TO TRANSITION SERVICES AGREEMENTTransition Services Agreement • August 21st, 2018 • Contura Energy, Inc. • Bituminous coal & lignite surface mining
THIS THIRD AMENDMENT TO TRANSITION SERVICES AGREEMENT (this “Amendment”) is entered into effective as of February 22, 2017, by and among Contura Energy, Inc., a Delaware corporation (“Contura Energy”), Old ANR, LLC (formerly Alpha Natural Resources, Inc.) (“Alpha Natural Resources”), and ANR, Inc., a Delaware corporation (“ANR”) (each a “Party” and together, the “Parties.”)
RECLAMATION FUNDING AGREEMENTReclamation Funding Agreement • August 21st, 2018 • Contura Energy, Inc. • Bituminous coal & lignite surface mining
THIS AGREEMENT (as it may be amended or modified from time to time, this “Reclamation Funding Agreement”) is made and entered into as of July 12, 2016, by and among: Alpha Natural Resources, Inc. (“ANR”), on behalf of itself and its debtor-affiliates (collectively with ANR, the “Debtors” or, when used in reference to such Debtors on or after the Effective Date (as defined herein), the “Reorganized Debtors”); Contura Energy, Inc. (the “Purchaser”); the Illinois Department of Natural Resources; the Kentucky Energy and Environment Cabinet, Department for Natural Resources; the United States Department of the Interior, Office of Surface Mining, Reclamation and Enforcement, in its capacity as the regulatory authority over surface mining operations in the State of Tennessee (“OSMRE”); the Virginia Department of Mines, Minerals and Energy; and the West Virginia Department of Environmental Protection (collectively, the “Regulatory Authorities” and, together with the Debtors and the Purchaser,
Contura Energy, Inc. RESTRICTED SHARE AGREEMENTRestricted Share Agreement • August 21st, 2018 • Contura Energy, Inc. • Bituminous coal & lignite surface mining • Delaware
This Restricted Share Agreement (the “Agreement”) is entered into by and between Contura Energy, Inc. (the “Company”) and the individual whose name appears below (the “Employee”) in order to set forth the terms and conditions of Restricted Shares granted to the Employee under the Contura Energy, Inc. Management Incentive Plan (the “Plan”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • August 21st, 2018 • Contura Energy, Inc. • Bituminous coal & lignite surface mining • Delaware
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of July 26, 2016, by and among Contura Energy, Inc., a Delaware corporation (“Contura Energy”), Alpha Natural Resources, Inc., a Delaware corporation (“Alpha Natural Resources”), and ANR, Inc., a Delaware corporation (“ANR”), each a “Party” and together, the “Parties.”
PERMITTING AND RECLAMATION PLAN SETTLEMENT AGREEMENT FOR THE STATE OF ILLINOISAgreement • August 21st, 2018 • Contura Energy, Inc. • Bituminous coal & lignite surface mining
THIS AGREEMENT (as it may be amended or modified from time to time, this "Settlement Agreement") is made and entered into as of July 12, 2016, by and among Alpha Natural Resources, Inc. ("ANR"), on behalf of itself and its debtor-affiliates (collectively with ANR, the "Debtors" or, when used in reference to such Debtors on or after the Effective Date (as defined herein), the "Reorganized Debtors"), Contura Energy, Inc. (the "Purchaser") and the Illinois Department of Natural Resources (the "Department" and, collectively with the Debtors and the Purchaser, the "Parties").
SETTLEMENT AGREEMENTSettlement Agreement • August 21st, 2018 • Contura Energy, Inc. • Bituminous coal & lignite surface mining • Tennessee
THIS AGREEMENT (as it may be amended or modified from time to time, this "Settlement Agreement") is made and entered into as of July 12, 2016, by and among: (a) Alpha Natural Resources, Inc. ("ANR"), on behalf of itself and its debtor-affiliates (collectively with ANR, the "Debtors" or, when used in reference to such Debtors on or after the Effective Date (as defined herein), the "Reorganized Debtors"); (b) Contura Energy, Inc. (the "Purchaser"); (c) Citicorp North America, Inc. (the "First Lien Agent"); (d) the United States Department of the Interior (the "Department" and, collectively with the Debtors and the Purchaser, the "Parties"), on behalf of (i) the Office of Surface Mining, Reclamation and Enforcement ("OSMRE"), including in its capacity as the regulatory authority over surface mining operations in the State of Tennessee ("Tennessee"), (ii) the Office of Natural Resources Revenue ("ONRR") and (iii) the Bureau of Land Management ("BLM").
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 21st, 2018 • Contura Energy, Inc. • Bituminous coal & lignite surface mining • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of June 13, 2017, by and among CONTURA ENERGY, INC., a Delaware corporation (the “Borrower”), each of the Guarantors (as defined in the Credit Agreement referred to below), the Lenders (as defined below) that are parties hereto, and JEFFERIES FINANCE LLC, in its capacity as administrative agent (the “Administrative Agent”) and collateral agent (the “Collateral Agent”) for the Lenders.
Contura Energy, Inc. OPTION AGREEMENTOption Agreement • August 21st, 2018 • Contura Energy, Inc. • Bituminous coal & lignite surface mining • Delaware
This Option Agreement is entered into by and between Contura Energy, Inc. (the “Company”) and the individual whose name appears below (the “Employee”) in order to set forth the terms and conditions of Options granted to the Employee under the Contura Energy, Inc. Management Incentive Plan (the “Plan”). The Options are NOT intended to qualify as “incentive stock options” under Section 422 of the Code and therefore shall be treated as “non-qualified stock options”.
EMPLOYMENT AGREEMENTEmployment Agreement • November 21st, 2022 • Alpha Metallurgical Resources, Inc. • Bituminous coal & lignite surface mining • Delaware
This Employment Agreement (“Agreement”), dated this 18th day of November, 2022, but effective as of January 1, 2023 (the “Effective Date”), is entered into by and between Alpha Metallurgical Resources, Inc., a Delaware corporation (“Employer”), and C. Andrew Eidson (“Employee”). Defined terms used herein are set forth in Section 7.14.
AGREEMENT TO FUND THE VEBAAgreement • August 21st, 2018 • Contura Energy, Inc. • Bituminous coal & lignite surface mining
This Agreement (the “Agreement”) to fund a voluntary employees’ beneficiary association to provide health benefits for certain UMWA-represented retired miners is entered into on July 5th, 2016, by and among Contura Energy, Inc. (“Employer”), on behalf of itself and as authorized agent for each of its subsidiaries that is signatory to a 2016 Coal Wage Agreement (as defined below) (hereinafter, the “Obligor Companies”) and the United Mine Workers of America (the “UMWA,” and collectively with Employer, the “Parties”).
WARRANT AGREEMENT Dated as of July 26, 2016 between CONTURA ENERGY, INC. and COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A. Collectively, as Warrant Agent For 810,811 Series A WarrantsWarrant Agreement • August 21st, 2018 • Contura Energy, Inc. • Bituminous coal & lignite surface mining • New York
This WARRANT AGREEMENT is dated as of July 26, 2016 (this “Agreement”), among Contura Energy, Inc., a Delaware corporation (the “Company”), and Computershare Inc. (“Computershare”) and Computershare Trust Company, N.A., collectively as Warrant Agent (collectively, the “Warrant Agent”). All terms used but not defined in this Agreement shall have the respective meanings assigned to them in the form of Warrant Certificate attached to this Agreement as Exhibit A.
FIRST AMENDMENT TO ASSET-BASED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • August 21st, 2018 • Contura Energy, Inc. • Bituminous coal & lignite surface mining • New York
THIS FIRST AMENDMENT TO ASSET-BASED REVOLVING CREDIT AGREEMENT (this “Amendment”) is made and entered into as of June 9, 2017, by and among CONTURA ENERGY, INC., a Delaware corporation (the “Company”), certain subsidiaries of the Company identified as borrowers under the Credit Agreement referred to below (together with the Company, each a “Borrower” and collectively, the “Borrowers”), the Lenders (as defined below) that are parties hereto, and CITIBANK, N.A., in its capacity as administrative agent (the “Administrative Agent”) and collateral agent (the “Collateral Agent”) for the Lenders.
Alpha Metallurgical Resources, Inc. PERFORMANCE STOCK UNIT AWARD AGREEMENTPerformance Stock Unit Award Agreement • February 26th, 2024 • Alpha Metallurgical Resources, Inc. • Bituminous coal & lignite surface mining • Delaware
This Performance Stock Unit Award Agreement (“Agreement”) is entered into by and between Alpha Metallurgical Resources, Inc. (the “Company”) and the participant whose name appears below (the “Participant”) in order to set forth the terms and conditions of a Performance Award (the “Award”) in the form of performance-based Restricted Stock Units (the “PSUs”) granted to the Participant under the 2018 Long-Term Incentive Plan (the “Plan”).
Contura Energy, Inc. EMERGENCE AWARD AGREEMENTEmergence Award Agreement • August 21st, 2018 • Contura Energy, Inc. • Bituminous coal & lignite surface mining • Delaware
This Emergence Award Agreement is entered into by and between Contura Energy, Inc. (the “Company”) and the Employee of the Company whose name appears below (the “Employee”) in order to set forth the terms and conditions of shares of common stock of the Company (“Shares”) and Options granted to the Employee under the Contura Energy, Inc. Management Incentive Plan (the “Plan”). To the extent permissible under applicable law, this Option is intended to qualify as an “incentive stock option” under Section 422 of the Code, and otherwise shall be treated as a “non-qualified stock option.”
AMENDED STIPULATION REGARDINGWater Treatment Obligations • August 21st, 2018 • Contura Energy, Inc. • Bituminous coal & lignite surface mining
THIS AMENDED STIPULATION is made and entered into as of October 23, 2017 (the “Effective Date”) by and among: (a) ANR, Inc., on behalf of itself and its debtor-affiliates (collectively “ANR”; (b) Lexington Coal Company, LLC (the “Purchaser”); and (c) the United States Environmental Protection Agency (“EPA”); collectively, the “Parties”).
10153504.v6 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement”), dated as of October 27, 2023, is made by and among (A) ALPHA METALLURGICAL RESOURCES, INC., a Delaware corporation (the “Company”); (B) the Subsidiaries of the Company...Security Agreement • November 2nd, 2023 • Alpha Metallurgical Resources, Inc. • Bituminous coal & lignite surface mining
AMENDED AND RESTATED EMPLOYMENT AGREEMENTRestricted Stock Unit Award Agreement • January 29th, 2021 • Contura Energy, Inc. • Bituminous coal & lignite surface mining • Delaware
This Amended and Restated Employment Agreement (“Agreement”), dated this 26th day of January, 2021 (the “Restatement Date”), is entered into by and between Contura Energy, Inc., a Delaware corporation (“Employer”), and David J. Stetson (“Employee”). Defined terms used herein are set forth in Section 7.14.
PERMIT OPERATING AGREEMENTPermit Operating Agreement • August 21st, 2018 • Contura Energy, Inc. • Bituminous coal & lignite surface mining
THIS PERMIT OPERATING AGREEMENT (“Permit Agreement”) is dated _________________, 2017, and is made and entered into by and between CONTURA COAL WEST, LLC, a Delaware limited liability company (“Transferor”), and BLACKJEWEL L.L.C., a Delaware limited liability company (“Transferee”).
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTamongCONTURA ENERGY, INC.,each Subsidiary of Contura Energy, Inc. from time to time party hereto,andJEFFERIES FINANCE LLC, as Collateral AgentDated as of November 9, 2018Control Agreement • November 13th, 2018 • Contura Energy, Inc. • Bituminous coal & lignite surface mining • New York
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of November 9, 2018 (the “Execution Date”), among Contura Energy, Inc., a Delaware corporation (“Contura”), each Subsidiary of Contura signatory hereto (together with Contura and any other Subsidiary of Contura that may become a party hereto as provided herein, the “Grantors”), and Jefferies Finance LLC, as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”).
