FIRST AMENDMENT TO TRANSITION SERVICES AGREEMENT
Exhibit 10.31
EXECUTION VERSION
FIRST AMENDMENT TO
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.”)
RECITALS:
WHEREAS, the Parties entered into that certain Transition Services Agreement dated as of July 26, 2016 (the “TSA”) (any undefined capitalized term used herein shall have the meaning ascribed to it in the TSA);
WHEREAS, the Parties have agreed to amend the TSA as set forth herein;
NOW, THEREFORE, in consideration of the foregoing premises, the mutual promises and covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
1. | The Parties have mutually agreed that one of the ANR Provided Services as specified in Schedule II to the TSA, specifically Service Number 16 (as referenced in Appendix 1 attached hereto), should be revised, including to delete any provision for compensation with respect to such service. As such, Service Number 16 shall be and hereby is modified as set forth in Appendix 1 attached hereto, which shall replace and supersede the description of Service Number 16 as originally set forth in Schedule II to the TSA. Service Number 16 shall be and hereby is deleted from Schedule III to the TSA and the payment provisions of the TSA, including as provided for under Schedule III to the TSA, shall be and hereby are adjusted accordingly, i.e., to delete the charges to have been paid by Contura Energy to ANR as consideration for said Service Number 16. |
2. | Certain mailing addresses and post office boxes in the name of ANR are expected to be receiving mail that either is addressed to or is properly forwarded to ANR and its Subsidiaries or to Contura Energy and its Subsidiaries, as the case may be, based on the connection of the mail (or the lack thereof) to the Purchased Assets and/or the Assumed Liabilities, including specifically in the case of the following addresses/post-office boxes: X.X. Xxx 0000, Xxxxxxxx, XX 00000; X.X. Xxx 00000, Xxxxxxx, XX 00000; Xxx Xxxxx Xxxxx, Xxxxxxx, XX 00000; and 000 Xxxxxxx Xxxx Xx., Xxxxxxx, XX 00000. In the circumstances, the Parties have agreed, and Contura Energy and its Subsidiaries hereby consent, to having employees of ANR and its Subsidiaries receive and sort all such incoming mail (including as the same may be forwarded to or otherwise received at Kingsport, TN addresses now used by ANR and its Subsidiaries), including to sign for and accept certified and |
1
registered mail, and with respect to mail directed to Contura Energy and its Subsidiaries, or to ANR and its Subsidiaries, which pertains to the Purchased Assets and Assumed Liabilities, to forward such mail reasonably promptly to Contura Energy or one of its Subsidiaries, and the Parties agree that mail forwarded within seven (7) Business Days will be deemed to be reasonably prompt. This additional ANR Provided Service is identified in Appendix 2 attached hereto and designated as Service Number 42. Schedule II to the TSA shall be and hereby is amended to add the aforesaid Service Number 42. Both Parties agree to exercise commercially reasonable efforts to provide senders of mail with up-to-date address information such that the mailing addresses and post office boxes may be fully transitioned to Contura Energy and its Subsidiaries and such that incoming mail which should be directed to Contura Energy and its Subsidiaries will, as and to the extent practicable and as soon as possible, cease to be mailed to said ANR mailing addresses and post office boxes.
3. | Certain of the Purchased Assets and Assumed Liabilities have mailing addresses and post office boxes associated with them which are now being used by both ANR and its Subsidiaries and by Contura Energy and its Subsidiaries, including specifically in the case of mine office and regional office mailing addresses and post office boxes associated with the following Mining Complexes: the Alpha Coal West Complex, the Cumberland Complex, the Emerald Complex, the XxXxxxx Complex, and the Toms Creek Complex. In the circumstances, the Parties have agreed, and ANR and its Subsidiaries hereby consent, to having employees of Contura Energy and its Subsidiaries receive and sort all such incoming mail, including to sign for and accept certified and registered mail, and with respect to mail directed to ANR and its Subsidiaries which does not pertain to the Purchased Assets and Assumed Liabilities, to forward such mail reasonably promptly to ANR or one of its Subsidiaries, and the Parties agree that mail forwarded within seven (7) Business Days will be deemed to be reasonably prompt. This additional CoreCo Provided Service is identified in Appendix 3 attached hereto and designated as Service Number 43. Schedule II to the TSA shall be and hereby is amended to add the aforesaid Service Number 43. Both Parties agree to exercise commercially reasonable efforts to provide senders of mail with up-to-date address information such that the mailing addresses and post office boxes may be fully transitioned to Contura Energy and its Subsidiaries and such that incoming mail which should be directed to ANR and its Subsidiaries will, as and to the extent practicable and as soon as possible, cease to be mailed to said Contura mailing addresses and post office boxes. |
4. | Further, the Parties have mutually agreed to add one additional ANR Provided Service as specified in Schedule II to the TSA, specifically a new Service Number 43, as set forth in Appendix 4 attached hereto. Schedule II to the TSA shall be and hereby is amended to add the aforesaid Service Number 43. |
2
5. | Also, the Parties have mutually agreed to add one additional CoreCo Provided Service as specified in Schedule I to the TSA, specifically a new Service Number 44, as set forth in Appendix 5 attached hereto. Schedule I to the TSA shall be and hereby is amended to add the aforesaid Service Number 44. |
6. | There shall be no cost or charge for the aforementioned additional services provided for in paragraphs 2, 3, 4, and 5, above, such that the payment provisions of the TSA, including as provided for under Schedule III to the TSA, shall remain unchanged despite the addition of these services. |
7. | A revised version of Schedule III to the TSA which incorporates the changes provided for herein is appended hereto as Appendix 6, and an electronic version of the revised Schedule III is being circulated among the Parties hereto contemporaneously with the execution of this First Amendment. |
8. | Miscellaneous. |
a. | Except as specifically amended by this First Amendment, the TSA shall remain in full force and effect and is hereby ratified and confirmed. |
b. | This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment electronically (either by facsimile transmission or by e-mail delivery of a photocopy of the original) shall be equally as effective as delivery of an original executed counterpart of this First Amendment. |
c. | Following execution of this First Amendment, each reference in the TSA to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the TSA shall mean and be a reference to the TSA as amended by this First Amendment. |
d. | This First Amendment constitutes the entire agreement and understanding between the Parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof. |
e. | All Parties have participated, or had the opportunity to participate, in the drafting of this First Amendment, and no Party shall be deemed to be the drafter hereof. The words of all parts of this First Amendment and of the TSA as hereby amended shall in all cases be construed as a whole, according to their fair meaning, and not strictly for or against any of the Parties, notwithstanding any statutory or common law provisions which would suggest otherwise. |
[remainder of page intentionally left blank]
3
IN WITNESS WHEREOF, the Parties caused this First Amendment to Transition Services Agreement to be duly executed as of the day and year first above written.
By: | /s/ Xxxx X. Xxxxx |
Name: Xxxx X. Xxxxx | |
Title: EVP, General Counsel, Secretary & CPO | |
OLD ANR, LLC (formerly ALPHA NATURAL RESOURCES, INC.) | |
By: | /s/ Xxxxxx X. XxXxxxxxxxx |
Name: Xxxxxx X. XxXxxxxxxxx | |
Title: Vice President and Secretary | |
ANR, INC. | |
By: | /s/ Xxxxxx X. XxXxxxxxxxx |
Name: Xxxxxx X. XxXxxxxxxxx | |
Title: SVP, General Counsel and Secretary | |
4
Appendix 1
Revised ANR Provided Service
Service flow: | Reorg to Core |
Service number: | 16 |
Transition service title: | Mail forwarding services |
Service period in days: | 360 |
Provider company: | Reorg |
Provider department: | Various |
Provider contact job title: | Various |
Provider contact name: | Various |
Receiver company: | Core |
Receiver department: | Various |
Receiver contact job title: | Various |
Receiver contact name: | Various |
Monthly level provided: | N/A |
Level of provider: | N/A |
Monthly value of service: | N/A |
Appendix 2
Additional ANR Provided Service
Service flow: | Reorg to Core |
Service number: | 42 |
Transition service title: | Mail forwarding services |
Service period in days: | 360 |
Provider company: | Reorg |
Provider department: | Various |
Provider contact job title: | Various |
Provider contact name: | Various |
Receiver company: | Core |
Receiver department: | Various |
Receiver contact job title: | Various |
Receiver contact name: | Various |
Monthly level provided: | N/A |
Level of provider: | N/A |
Monthly value of service: | N/A |
Appendix 3
Additional CoreCo Provided Service
Service flow: | Core to Reorg |
Service number: | 43 |
Transition service title: | Mail forwarding services |
Service period in days: | 360 |
Provider company: | Core |
Provider department: | Various |
Provider contact job title: | Various |
Provider contact name: | Various |
Receiver company: | Reorg |
Receiver department: | Various |
Receiver contact job title: | Various |
Receiver contact name: | Various |
Monthly level provided: | N/A |
Level of provider: | N/A |
Monthly value of service: | N/A |
Appendix 4
Additional ANR Provided Service
Service flow: | Reorg to Core |
Service number: | 43 |
Transition service title: | Use of Alpha European Sales bank account in Lugano, Switzerland |
Service period in days: | 180 |
Provider company: | Reorg |
Provider department: | Treasury |
Provider contact job title: | General Counsel |
Provider contact name: | Xxxx XxXxxxxxxxx |
Receiver company: | Core |
Receiver department: | Treasury / Coal Sales |
Receiver contact job title: | General Counsel |
Receiver contact name: | Xxxx Xxxxxxxx |
Monthly level provided: | N/A |
Level of provider: | N/A |
Monthly value of service: | N/A |
Appendix 5
Additional CoreCo Provided Service
Service flow: | Core to Reorg |
Service number: | 44 |
Transition service title: | Closure of Alpha European Sales bank account and corporate registrations in Lugano, Switzerland |
Service period in days: | 180 |
Provider company: | Core |
Provider department: | Coal Sales |
Provider contact job title: | General Counsel |
Provider contact name: | Xxxx Xxxxxxxx |
Receiver company: | Reorg |
Receiver department: | Coal Sales |
Receiver contact job title: | Vice President |
Receiver contact name: | Xxxx XxXxxxxxxxx |
Monthly level provided: | N/A |
Level of provider: | N/A |
Monthly value of service: | N/A |
Appendix 6
Revised Version of Schedule III
Core to Reorg | |||||||||||||||||||||||||||||||||||||||
Month | |||||||||||||||||||||||||||||||||||||||
Core | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | Total | ||||||||||||||||||||||||||
Labor hours | 1369 | 1364 | 478 | 284 | 284 | 124 | 32 | 0 | 0 | 0 | 0 | 0 | 3,934 | ||||||||||||||||||||||||||
Labor dollars | $ | 122,795 | $ | 122,290 | $ | 43,873 | $ | 23,765 | $ | 23,765 | $ | 11,211 | $ | 3,539 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 351,237 | |||||||||||||
Non-personnel dollars | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||
Total | $ | 122,795 | $ | 122,290 | $ | 43,873 | $ | 23,765 | $ | 23,765 | $ | 11,211 | $ | 3,539 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 351,237 | |||||||||||||
Reorg to Core | |||||||||||||||||||||||||||||||||||||||
Month | |||||||||||||||||||||||||||||||||||||||
Reorg | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | Total | ||||||||||||||||||||||||||
Labor hours | 1331 | 963 | 648 | 427 | 329 | 329 | 168 | 24 | 24 | 24 | 24 | 24 | 4,317 | ||||||||||||||||||||||||||
Labor dollars | $ | 110,449 | $ | 82,129 | $ | 55,458 | $ | 34,969 | $ | 25,300 | $ | 25,300 | $ | 12,223 | $ | 1,742 | $ | 1,742 | $ | 1,742 | $ | 1,742 | $ | 1,742 | $ | 354,540 | |||||||||||||
Non-personnel dollars | $ | 186,700 | $ | 151,700 | $ | 151,700 | $ | 1,000 | $ | 1,000 | $ | 1,000 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 493,100 | |||||||||||||
Total | $ | 297,149 | $ | 233,829 | $ | 207,158 | $ | 35,969 | $ | 26,300 | $ | 26,300 | $ | 12,223 | $ | 1,742 | $ | 1,742 | $ | 1,742 | $ | 1,742 | $ | 1,742 | $ | 847,640 | |||||||||||||
Net | |||||||||||||||||||||||||||||||||||||||
Month | |||||||||||||||||||||||||||||||||||||||
1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | Total | |||||||||||||||||||||||||||
Hours | 38 | 401 | -170 | -144 | -00 | -000 | -000 | -00 | -00 | -00 | -00 | -00 | -000 | ||||||||||||||||||||||||||
Labor dollars | $ | 12,346 | $ | 40,161 | $ | (11,575 | ) | $ | (11,204 | ) | $ | (1,535 | ) | $ | (14,089 | ) | $ | (8,684 | ) | $ | (1,742 | ) | $ | (1,742 | ) | $ | (1,742 | ) | $ | (1,742 | ) | $ | (1,742 | ) | $ | (3,302 | ) | ||
Non-personnel dollars | $ | (186,700 | ) | (151700 | $ | (151,700 | ) | $ | (1,000 | ) | $ | (1,000 | ) | $ | (1,000 | ) | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | (493,100 | ) | ||||||||
Total | $ | (174,354 | ) | $ | (111,539 | ) | $ | (163,285 | ) | $ | (12,204 | ) | $ | (2,535 | ) | $ | (15,089 | ) | $ | (8,684 | ) | $ | (1,742 | ) | $ | (1,742 | ) | $ | (1,742 | ) | $ | (1,742 | ) | $ | (1,742 | ) | $ | (496,402 | ) |
Negative means Reorg is providing more services (cash is flowing from Core to Reorg) | |||||||||||||||||||||||||||||||||||||||
Positive means Core is providing more services (cash if flowing from Reorg to Core) | |||||||||||||||||||||||||||||||||||||||
Service Detail | ||||||||||||||||||
Service number | 1) Transition service title | 2) Service Period (in days) | Number of months | 3A) Provider - Company | 3B) Provider - Department | 3C) Provider - Contact job title | 3D) Provider - Contact name | 4A) Recipient - Company | 4B) Recipient - Department | 4C) Recipient - Contact job title | 4D) Recipient - Contact name | 5A) Service level - Amount or quantity (in hours unless otherwise noted) | 5B) Service level - Frequency (ex. weekly, monthly, quarterly) | Monthly level provided | Type | "L" level | Monthly value of service | |
1 | Monthly close support | 60 | 2 | Core | Accounting (including BP&A) | Controller | Xxxx Xxxxxx | Reorg | Accounting (including BP&A) | Controller | Xxxxx Xxxxxx | 370 | Monthly | 370 | Labor hours | L4 | 0 | |
2 | Financial reporting | 60 | 2 | Core | Accounting (including BP&A) | Dir. Corporate Accounting & Reporting | Xxxxxxxx Xxxxx | Reorg | Accounting (including BP&A) | Dir. Corporate Accounting & Reporting | Xxxxx Xxxxxx | 27 | Monthly | 27 | Labor hours | L3 | 0 | |
3 | ARO support | 60 | 2 | Core | Accounting (including BP&A) | Dir. General Accounting | Xxxxxx Xxxxxxx | Reorg | Accounting (including BP&A) | Dir. Corporate Accounting & Reporting | Xxxxx Xxxxxx | 30 | Monthly | 30 | Labor hours | L4 | 0 | |
4 | Corporate Acctg | 60 | 2 | Core | Accounting (including BP&A) | Dir. Corporate Accounting & Reporting | Xxxxxxxx Xxxxx | Reorg | Accounting (including BP&A) | Dir. Corporate Accounting & Reporting | Xxxxx Xxxxxx | 20 | Monthly | 20 | Labor hours | L4 | 0 | |
5 | Fresh-start Acctg | 60 | 2 | Core | Accounting (including BP&A) | Controller | Xxxx Xxxxxx | Reorg | Accounting (including BP&A) | Controller | Xxxxx Xxxxxx | 167 | Monthly | 167 | Labor hours | X0 | 0 | |
0 | Xxxxx/XX Xxxxx | 60 | 2 | Core | Accounting (including BP&A) | Sr. Manager | Xxxxx Xxxxxxx | Reorg | Accounting (including BP&A) | Dir. Revenue and Inventory | Xxxxxx Xxxxxx | 20 | Monthly | 20 | Labor hours | L4 | 0 | |
7 | Acquisition Accounting | 90 | 3 | Core | Accounting (including BP&A) | SVP Technical Accounting | Xxxx Xxxxx | Reorg | Accounting (including BP&A) | Controller | Xxxxx Xxxxxx | 100 | Monthly | 100 | Labor hours | L3 | 0 | |
8 | Tax Basis/Attribute Refresh | 60 | 2 | Core | Accounting (including BP&A) | Controller | Xxxx Xxxxxx | Reorg | Accounting (including BP&A) | Controller | Xxxxx Xxxxxx | 20 | Weekly | 86 | Labor hours | L3 | 0 | |
9 | Environmental - EPA CD report | 90 | 3 | Core | Environmental | VP-Environmental, Environmental Compliance Managers, and GMs | Xxxx Xxxx Xxxxx | Reorg | Environmental | VP-Environmental | Xxxxxxx Xxxxxx | 23 | quarterly | 8 | Labor hours | X0 | 0 | |
00 | Xxxxxxxxxxxxx - XX operations | 0 | 0 | Core | Environmental | VP - Environmental | Xxxx Xxxx Xxxxx | Reorg | Environmental | VP-Environmental | Xxxx Xxxxxxx | 0 | Weekly | 0 | Labor hours | X0 | 0 | |
00 | XX Employee Files | 0 | 0 | Core | HR | Manager HR | Xxxxxx Xxxxxx | Reorg | HR | Manager Benefits | Xxx Xxxxxxxx | 0 | quarterly | 0 | Labor hours | L4 | 0 | |
12 | Bonus Calculation Support/OSEB/Cash Retention/LTIP | 90 | 3 | Core | XX | Xx. Dir-HR | Xxxxx Xxxxxxx | Reorg | HR | Director HR | Xxxx Xxxx and Xxxx Xxxxxxxxxxx | 20 | quarterly | 7 | Labor hours | L3 | 0 | |
13 | Severance & WARN Payments | 30 | 1 | Core | XX | Xx. Dir-HR | Xxxxx Xxxxxxx | Reorg | HR | Director HR | Xxxx Xxxx and Xxxx Xxxxxxxxxxx | 15 | quarterly | 5 | Labor hours | X0 | 0 | |
00 | XX Data Processes | 60 | 2 | Core | HR | Manager HR | Xxxxxx Xxxxxx | Reorg | HR | HR Rep | Xxxxxxx Xxxx | 10 | quarterly | 3 | Labor hours | L4 | 0 | |
15 | Compensation support | 60 | 2 | Core | HR | VP XX | Xxxxx Xxxxxx Xxxx | Reorg | HR | VP HR | Xxxx Xxxx | 10 | quarterly | 3 | Labor hours | L2 | 0 | |
16 | HR/federal contractor compliance support | 90 | 3 | Core | XX | Xx. Dir-HR | Xxxxx Xxxxxxx | Reorg | HR | Director HR | Xxxxx Xxxxxx | 15 | quarterly | 5 | Labor hours | L4 | 0 | |
17 | Payroll support | 60 | 2 | Core | XX | Xx. Director Payroll and HRIS | Xxx Xxxxxxx | Reorg | HR | Director Payroll | Xxxxxxx Xxxxxxx | 20 | quarterly | 7 | Labor hours | L4 | 0 | |
18 | General IT Support, Knowledge, and Expertise | 210 | 7 | Core | IT | VP IT | Xxxxx Xxxxx | Reorg | IT | Sr. Director IT | Xxxx Xxxxxxxxx | 5 | monthly | 5 | Labor hours | L2 | 0 | |
19 | Disaster Recovery Support Knowledge, and Expertise | 210 | 7 | Core | IT | Director of IT support | Xxxx Xxxxxxxx | Reorg | IT | Sr. Director IT | Xxxxxxxxx Xxxx | 12 | monthly | 12 | Labor hours | L3 | 0 | |
Service Detail | ||||||||||||||||||
Service number | 1) Transition service title | 2) Service Period (in days) | Number of months | 3A) Provider - Company | 3B) Provider - Department | 3C) Provider - Contact job title | 3D) Provider - Contact name | 4A) Recipient - Company | 4B) Recipient - Department | 4C) Recipient - Contact job title | 4D) Recipient - Contact name | 5A) Service level - Amount or quantity (in hours unless otherwise noted) | 5B) Service level - Frequency (ex. weekly, monthly, quarterly) | Monthly level provided | Type | "L" level | Monthly value of service | |
1 | Monthly close support | 60 | 2 | Core | Accounting (including BP&A) | Controller | Xxxx Xxxxxx | Reorg | Accounting (including BP&A) | Controller | Xxxxx Xxxxxx | 370 | Monthly | 370 | Labor hours | L4 | 0 | |
20 | Infrastructure Support | 150 | 5 | Core | IT | VP IT | Xxxxx Xxxxx | Reorg | IT | Sr. Director IT | Xxxx Xxxxxxxxx | 160 | Monthly | 160 | Labor hours | L4 | 0 | |
21 | Client Services Support | 60 | 2 | Core | IT | VP IT | Xxxxx Xxxxx | Reorg | IT | Sr. Director IT | Xxxx Xxxxxxxxx | 50 | Monthly | 50 | Labor hours | L4 | 0 | |
22 | IT Policy Updates | 60 | 2 | Core | IT | Manager IT risk and administration | Xxxxxxx Xxxxx | Reorg | IT | Sr. Director IT | Xxxx Xxxxxxxxx | 30 | Monthly | 30 | Labor hours | L4 | 0 | |
23 | IT Audit Support | 0 | 0 | Core | IT | Manager IT risk and administration | Xxxxxxx Xxxxx | Reorg | IT | Sr. Director IT | Xxxx Xxxxxxxxx | 0 | Monthly | 0 | Labor hours | X0 | 0 | |
00 | Xxxxx and Oracle Support | 210 | 7 | Core | IT | Director of IT applications | Xxxx Xxxxxxx | Reorg | IT | Director of IT applications | Xxxx Xxxxxxx | 15 | Monthly | 15 | Labor hours | L3 | 0 | |
25 | Trax knowledge and data access - Knowledge sharing around information in Tracts, contractual data, lease agreements | 180 | 6 | Core | Land | Manager | Xxxxx Xxxxx | Reorg | Land | Manager | Xxxxxxx Xxxxxxxxx | 5 | Weekly | 22 | Labor hours | L4 | 0 | |
26 | General land support - Includes support from Core Land management to Reorg Land management (including Enterprise) | 180 | 6 | Core | Land | SVP Land | Xxxxx Xxxxxxxx | Reorg | Land | Manager | Xxxxxxx Xxxxxxxxx | 8 | Weekly | 34 | Labor hours | L3 | 0 | |
27 | Mapping support and data | 180 | 6 | Core | Land | Coordinator | Xxxxxxx Xxxxx | Reorg | Land | Manager | Xxxxxxx Xxxxxxxxx | 3 | Weekly | 13 | Labor hours | L5+ | 0 | |
28 | Training and support for New River Energy | 180 | 6 | Core | Land | Manager | Xxx Xxxxxxxx | Reorg | Land | Manager | Xxxxxxx Xxxxxxxxx | 3 | Weekly | 13 | Labor hours | L4 | 0 | |
29 | Assist and train the ReorgCo Legal Department in providing assistance and advice to the ReorgCo Land Department/Operations/Sourcing regarding the formation and administration of legal instruments related to land, coal reserves and other real property interests as well as the procurement of goods and services | 60 | 2 | Core | Legal | Attorney | Xxxxx Xxxxxxxxxx | Reorg | Legal | Attorney | Xxxx Xxxxxx | 10 | monthly | 10 | Labor hours | L2 | 0 | |
30 | Assist and train the ReorgCo Legal Department in providing assistance and advice to the Benefits Committee and the Benefits Department in designing and administering employee benefit plans (including the 3 defined benefit pension plans) | 90 | 3 | Core | Legal | Attorney | Xxxxx Xxxxx | Reorg | Legal | Attorney | Xxxx Xxxxxx | 10 | monthly | 10 | Labor hours | L2 | 0 | |
Service Detail | ||||||||||||||||||
Service number | 1) Transition service title | 2) Service Period (in days) | Number of months | 3A) Provider - Company | 3B) Provider - Department | 3C) Provider - Contact job title | 3D) Provider - Contact name | 4A) Recipient - Company | 4B) Recipient - Department | 4C) Recipient - Contact job title | 4D) Recipient - Contact name | 5A) Service level - Amount or quantity (in hours unless otherwise noted) | 5B) Service level - Frequency (ex. weekly, monthly, quarterly) | Monthly level provided | Type | "L" level | Monthly value of service | |
1 | Monthly close support | 60 | 2 | Core | Accounting (including BP&A) | Controller | Xxxx Xxxxxx | Reorg | Accounting (including BP&A) | Controller | Xxxxx Xxxxxx | 370 | Monthly | 370 | Labor hours | L4 | 0 | |
31 | Assist and train the ReorgCo Legal Department in performing the Corporate secretarial function | 90 | 3 | Core | Legal | Attorney | Xxxx Xxxxx & Xxxx Xxxxxxxx | Reorg | Legal | Attorney | Xxxx XxXxxxxxxxx | 4 | monthly | 4 | Labor hours | L2 | 0 | |
32 | Assist and train the ReorgCo Legal Department in providing assistance and advice to company departments with regard to internal company policies and procedures | 0 | 0 | Core | Legal | Attorney | Xxxx Xxxxxxxx & Xxxxx Xxxxx | Reorg | Legal | Attorney | Xxxx XxXxxxxxxxx & Xxxx Xxxxxx | 0 | monthly | 0 | Labor hours | L2 | 0 | |
33 | Assist and train the ReorgCo Legal Department to support the Corporate Secretary Functions and Activities - Board of Directors/Managers/Trustees | 90 | 3 | Core | Legal | Assist. To Corp. Sec. | Xxxxxxx Xxxxxxxxx | Reorg | Legal | Paralegal | Xxxxx Xxxxx | 10 | monthly | 10 | Labor hours | L5+ | 0 | |
34 | Assist and train the CoreCo Legal Department to provide Legal-Assistant/Paralegal Support Functions and Activities, Especially File and Systems Mgmt. | 0 | 0 | Core | Legal | Attorney/Legal Assistant | Xxxx Xxxxxxxx & Xxxx Xxxx | Reorg | Legal | Paralegal | Xxxxx Xxxxx | 0 | monthly | 0 | Labor hours | L5+ | 0 | |
35 | Assist and train the ReorgCo Legal Department in addressing intellectual property matters. | 0 | 0 | Core | Legal | Attorney | Xxxx Xxxxxxxx | Reorg | Legal | Attorney | Xxxx XxXxxxxxxxx | 0 | semiannually | 0 | Labor hours | L2 | 0 | |
36 | Assistance for the transition of litigation matters | 90 | 3 | Core | Legal | Attorney | Xxxxx Xxxxxxxxxx | Reorg | Legal | Attorney | Xxxx Xxxxxx | 7 | Monthly | 7 | Labor hours | L2 | 0 | |
37 | AMP Support - Oracle Related Expertise | 180 | 6 | Core | Other | Director Maintenane | Xxxxxx Xxxxxx | Reorg | Other | VP - Maintenance | TBD | 10 | monthly | 10 | Labor hours | L4 | 0 | |
38 | Sourcing ERP Support | 90 | 3 | Core | Sourcing | Director- Sourcing Admin | Xxxxx Xxxxxxx | Reorg | Sourcing | Manager-Contract Admin | Xxxxxx Xxxxxxxx | 2 | daily | 44 | Labor hours | L3 | 0 | |
39 | Strategic Sourcing Knowledge | 60 | 2 | Core | Sourcing | Director-Strategic Sourcing | Xxxxx Xxxxxx | Reorg | Sourcing | SVP-Strategic Sourcing | Macs Hall | 2 | daily | 44 | Labor hours | L3 | 0 | |
40 | WY Gross Products Return Support | 60 | 2 | Core | Accounting (including BP&A) | Regional Controller | Xxxxx Xxxxx | Reorg | Accounting (including BP&A) | Controller | Xxxxx Xxxxxx | 20 | Monthly | 20 | Labor hours | L3 | 0 | |
41 | PAC closure with FEC | 0 | 0 | Core | Communications | Manager – Corporate Communications & PAC Admin. | Xxxxxx Xxxxxxxx | Reorg | Legal | Paralegal | Xxxxx Xxxxx | 0 | Monthly | 0 | Labor hours | L4 | 0 | |
42 | Finalize, wind down, and delivery of Bristol office building | 60 | 2 | Core | Land | SVP Land | Xxxxx Xxxxxxxx | Reorg | N/A | N/A | N/A | 0 | Monthly | 0 | Labor hours | L2 | 0 | |
43 | Mail forwarding services | 360 | 12 | Core | Other | Various | Various | Reorg | Other | Various | Various | 0 | Monthly | 0 | Labor hours | 0 | ||
Service Detail | ||||||||||||||||||
Service number | 1) Transition service title | 2) Service Period (in days) | Number of months | 3A) Provider - Company | 3B) Provider - Department | 3C) Provider - Contact job title | 3D) Provider - Contact name | 4A) Recipient - Company | 4B) Recipient - Department | 4C) Recipient - Contact job title | 4D) Recipient - Contact name | 5A) Service level - Amount or quantity (in hours unless otherwise noted) | 5B) Service level - Frequency (ex. weekly, monthly, quarterly) | Monthly level provided | Type | "L" level | Monthly value of service | |
1 | Monthly close support | 60 | 2 | Core | Accounting (including BP&A) | Controller | Xxxx Xxxxxx | Reorg | Accounting (including BP&A) | Controller | Xxxxx Xxxxxx | 370 | Monthly | 370 | Labor hours | L4 | 0 | |
44 | Closure of Alpha European Sales bank account and corporate registrations in Lugano, Switzerland | 180 | 6 | Core | Sales | General Counsel | Xxxx Xxxxxxxx | Reorg | Sales | Vice President | Xxxx XxXxxxxxxxx | 0 | Monthly | 0 | Labor hours | 0 | ||
Service Detail | |||||||||||||||||||||||||
Service number | 1) Transition service title | 2) Service Period (in days) | Number of months | 3A) Provider - Company | 3B) Provider - Department | 3C) Provider - Contact job title | 3D) Provider - Contact name | 4A) Recipient - Company | 4B) Recipient - Department | 4C) Recipient - Contact job title | 4D) Recipient - Contact name | 5A) Service level - Amount or quantity (in hours unless otherwise noted) | 5B) Service level - Frequency (ex. weekly, monthly, quarterly) | Monthly level provided | Type | "L" level | Monthly value of service | ||||||||
1 | Income Tax Preparation | 90 | 3 | Reorg | Accounting (including BP&A) | Sr. Manager | Xxx XxXxxxxx | Core | Accounting (including BP&A) | Sr. Manager | Xxxxx Xxxx | 80 | Monthly | 80 | Labor hours | L3 | — | ||||||||
2 | Field AP and accounting support | 30 | 1 | Reorg | Accounting (including BP&A) | Manager | Xxxxx XxXxxxx | Core | Accounting (including BP&A) | Controller | Xxxxx Xxxxx/Xxxx Xxxxxx | 320 | Monthly | 320 | Labor hours | L4 | — | ||||||||
3 | Sales & Property Tax | 90 | 3 | Reorg | Accounting (including BP&A) | Sr. Accountant | Xxx Xxxxxx | Core | Accounting (including BP&A) | Controller | Xxxx Xxxxxx | 20 | Monthly | 20 | Labor hours | L4 | — | ||||||||
4 | Monthly close support | 60 | 2 | Reorg | Accounting (including BP&A) | Monthly close support | Xxxxx Xxxxxx | Core | Accounting (including BP&A) | Controller | Xxxx Xxxxxx | 144 | Monthly | 144 | Labor hours | L4 | — | ||||||||
5 | Freight/Inventory Acctg | 60 | 2 | Reorg | Accounting (including BP&A) | Dir. Revenue and Inventory | Xxxxxx Xxxxxx | Core | Accounting (including BP&A) | Dir. General Accounting | Xxxxxx Xxxxxxx | 20 | Monthly | 20 | Labor hours | L4 | — | ||||||||
6 | A/P and A/R Support | 60 | 2 | Reorg | Accounting (including BP&A) | Dir. General Accounting | Xxxxx Xxx | Core | Accounting (including BP&A) | Dir. General Accounting | Xxxxxx Xxxxxxx | 57 | Monthly | 57 | Labor hours | L4 | — | ||||||||
7 | A/P Support (paying and getting reimbursed for invoices) | 30 | 1 | Reorg | Accounting (including BP&A) | Manager | Xxxxx XxXxxxx | Core | Accounting (including BP&A) | Dir. General Accounting | Xxxxxx Xxxxxxx | 24 | Monthly | 24 | Labor hours | L4 | — | ||||||||
8 | Tax Basis/Attribute Refresh | 60 | 2 | Reorg | Accounting (including BP&A) | Controller | Xxxxx Xxxxxx | Core | Accounting (including BP&A) | Controller | Xxxx Xxxxxx | 20 | Weekly | 86 | Labor hours | L3 | — | ||||||||
9 | Media Relations / PIER | 90 | 3 | Reorg | Communications | Director, Media Relations | Xxxxx Xxxxxxx | Core | Communications | VP, Communications & Government Affairs | Xxxx Xxxxxxx | 10 | weekly | 43 | Labor hours | L3 | — | ||||||||
10 | Environmental - integration of Delta | 120 | 4 | Reorg | Environmental | VP - Environmental and ECM | Xxxxxxx Xxxxxx and Xxxxxx Xxxxxx | Core | Environmental | VP-Environmental | Xxxx Xxxx Xxxxx | 2 | Weekly | 10 | Labor hours | L4 | — | ||||||||
11 | Environmental - control file updates | 365 | 12 | Reorg | Environmental | VP-Environmental | Xxxx Xxxxxxx | Core | Environmental | VP-Environmental | Xxxx Xxxx Xxxxx | 2.5 | Monthly | 3 | Labor hours | L4 | — | ||||||||
12 | Environmental - permit transfers | 365 | 12 | Reorg | Environmental | VP - Environmental and ECMs | Xxxx Xxxxxxx | Core | Environmental | VP-Environmental | Xxxx Xxxx Xxxxx | 5 | Monthly | 5 | Labor hours | L4 | — | ||||||||
13 | Environmental - management system implementation | 180 | 6 | Reorg | Environmental | VP - Environmental | Xxxxxxx Xxxxxx | Core | Environmental | VP-Environmental | Xxxx Xxxx Xxxxx | 1 | Weekly | 3 | Labor hours | L4 | — | ||||||||
14 | Health and welfare/retirement support including document requests | 210 | 7 | Reorg | HR | VP HR | Xxxx Xxxx | Core | HR | Director Benefits | Xxxxxxx Xxxxxxx | 24 | monthly | 24 | Labor hours | L2 | — | ||||||||
15 | Payroll/tax support | 180 | 6 | Reorg | HR | Director Payroll | Xxxxxxx Xxxxxxx | Core | HR | Analyst Payroll | Xxxxxx Xxxxxx | 16 | quarterly | 5 | Labor hours | L3 | — | ||||||||
16 | Mail forwarding services | 360 | 12 | Reorg | Other | Various | Various | Core | Other | Various | Various | — | weekly | — | Labor hours | — | |||||||||
17 | Telecommunication Services (phone, data, internet, wireless, etc.) – based on a 50/50 split of estimated billing | 90 | 3 | Reorg | IT | Sr. Director IT | Xxxx Xxxxxxxxx | Core | IT | VP IT | Xxxxx Xxxxx | $ | 150,000 | monthly | $ | 150,000 | Non-personnel dollars | — | |||||||
Service Detail | |||||||||||||||||||||||||
Service number | 1) Transition service title | 2) Service Period (in days) | Number of months | 3A) Provider - Company | 3B) Provider - Department | 3C) Provider - Contact job title | 3D) Provider - Contact name | 4A) Recipient - Company | 4B) Recipient - Department | 4C) Recipient - Contact job title | 4D) Recipient - Contact name | 5A) Service level - Amount or quantity (in hours unless otherwise noted) | 5B) Service level - Frequency (ex. weekly, monthly, quarterly) | Monthly level provided | Type | "L" level | Monthly value of service | ||||||||
1 | Income Tax Preparation | 90 | 3 | Reorg | Accounting (including BP&A) | Sr. Manager | Xxx XxXxxxxx | Core | Accounting (including BP&A) | Sr. Manager | Xxxxx Xxxx | 80 | Monthly | 80 | Labor hours | L3 | — | ||||||||
18 | Wireless | 30 | 1 | Reorg | IT | Sr. Director IT | Xxxx Xxxxxxxxx | Core | IT | VP IT | Xxxxx Xxxxx | $ | 35,000 | monthly | $ | 35,000 | Non-personnel dollars | — | |||||||
19 | File Access | 180 | 6 | Reorg | IT | Sr. Director IT | Xxxx Xxxxxxxxx | Core | IT | VP IT | Xxxxx Xxxxx | — | Monthly | — | Labor hours | L4 | — | ||||||||
20 | Email Forwarding | 30 | 1 | Reorg | IT | Sr. Director IT | Xxxx Xxxxxxxxx | Core | IT | VP IT | Xxxxx Xxxxx | 24 | Monthly | 24 | Labor hours | L5+ | — | ||||||||
21 | Software Application Licensing | 210 | 7 | Reorg | IT | Sr. Director IT | Xxxx Xxxxxxxxx | Core | IT | VP IT | Xxxxx Xxxxx | — | Monthly | — | Non-personnel dollars | L4 | — | ||||||||
22 | Software Support | 210 | 7 | Reorg | IT | Sr. Director IT | Xxxx Xxxxxxxxx | Core | IT | VP IT | Xxxxx Xxxxx | 120 | Monthly | 120 | Labor hours | L5+ | — | ||||||||
23 | Infrastructure Support | 180 | 6 | Reorg | IT | Sr. Director IT | Xxxx Xxxxxxxxx | Core | IT | VP IT | Xxxxx Xxxxx | 80 | Monthly | 80 | Labor hours | L4 | — | ||||||||
24 | Client Services Support | 90 | 3 | Reorg | IT | Sr. Director IT | Xxxx Xxxxxxxxx | Core | IT | VP IT | Xxxxx Xxxxx | 25 | Monthly | 25 | Labor hours | L5+ | — | ||||||||
25 | Trax knowledge and data access - Knowledge sharing around information in Tracts, contractual data, lease agreements | 60 | 2 | Reorg | Land | Manager | Xxxxxxx Xxxxxxxxx | Core | Land | SVP Land | Xxxxx Xxxxxxxx | 2 | Weekly | 9 | Labor hours | L4 | — | ||||||||
26 | General land support - Includes support from Reorg Land management to Core Land management | 90 | 3 | Reorg | Land | Manager | Xxxxxxx Xxxxxxxxx | Core | Land | SVP Land | Xxxxx Xxxxxxxx | 2 | Weekly | 9 | Labor hours | L4 | — | ||||||||
27 | Mapping data - Mapping data as needed | 180 | 6 | Reorg | Land | Manager | Xxxxxxx Xxxxxxxxx | Core | Land | Coordinator | Xxxxxxx Xxxxx | 1 | Weekly | 4 | Labor hours | L4 | — | ||||||||
28 | Assist and train the NewCo Legal Department in providing assistance and advice to Operations management and the Environmental Department in achieving Environmental regulatory compliance, particularly in regard to the EPA Consent Decree | 180 | 6 | Reorg | Legal | Attorney | Xxxx XxXxxxxxxxx | Core | Legal | Attorney | Xxxxx Xxxxx | 10 | monthly | 10 | Labor hours | L2 | — | ||||||||
29 | Assist and train the CoreCo Legal Department to provide Other Paralegal Functions, Especially Litigation Support and Reporting | 180 | 6 | Reorg | Legal | Paralegal | Xxxxx Xxxxx | Core | Legal | Assist. To Corp. Sec./Legal Assistant | Xxxxxxx Xxxxxxxxx & Xxxx Xxxx | 10 | monthly | 10 | Labor hours | L5+ | — | ||||||||
30 | DrillBase Software Support | 180 | 6 | Reorg | IT | Sr. Director IT | Xxxx Xxxxxxxxx | Core | Other | Director Geology | Xxxxx Xxxxxxxx | 10 | monthly | 10 | Labor hours | L5+ | — | ||||||||
31 | Pi support to prep plants | 365 | 12 | Reorg | IT | Sr. Director IT | Xxxx Xxxxxxxxx | Core | Operations | Director Plants | Xxx Xxxxx | 10 | monthly | 10 | Labor hours | L4 | — | ||||||||
32 | Temporally storing Surface Equipment / Assets | 365 | 12 | Reorg | Operations | VP - Maintenance | Xxxxx Xxxx | Core | Other | VP - Tech Services | Xxxxxx Xxxxxxxx | 20 | quarterly | 7 | Labor hours | L5+ | — | ||||||||
33 | Assessment processing | 180 | 6 | ReOrg | Other | Administrative Asst | Xxxxx Xxxxx | Core | Other | Safety Clerk | Xxxx Xxxxx | 5 | weekly | 22 | Labor hours | L5+ | — | ||||||||
Service Detail | |||||||||||||||||||||||||
Service number | 1) Transition service title | 2) Service Period (in days) | Number of months | 3A) Provider - Company | 3B) Provider - Department | 3C) Provider - Contact job title | 3D) Provider - Contact name | 4A) Recipient - Company | 4B) Recipient - Department | 4C) Recipient - Contact job title | 4D) Recipient - Contact name | 5A) Service level - Amount or quantity (in hours unless otherwise noted) | 5B) Service level - Frequency (ex. weekly, monthly, quarterly) | Monthly level provided | Type | "L" level | Monthly value of service | ||||||||
1 | Income Tax Preparation | 90 | 3 | Reorg | Accounting (including BP&A) | Sr. Manager | Xxx XxXxxxxx | Core | Accounting (including BP&A) | Sr. Manager | Xxxxx Xxxx | 80 | Monthly | 80 | Labor hours | L3 | — | ||||||||
34 | Respirable Dust Rule Expertise | 180 | 6 | ReOrg | Other | Director | Xxxxxx Xxxxxxx | Core | Other | VP Safety | Xxxxx Xxxxxx | 4 | weekly | 17 | Labor hours | L3 | — | ||||||||
35 | Office space in Chapmanville (3 offices plus conference room) and Xxxxxxx (2 offices plus conference room) | 180 | 6 | ReOrg | Other | VP-Tech Services | Xxx Xxxx | Core | Other | VP - Tech Services | Xxxxxx Xxxxxxxx | $ | 1,000 | monthly | $ | 1,000 | Non-personnel dollars | — | |||||||
36 | Julian security monitoring support to XXXX | 00 | 0 | ReOrg | Operations | Sourcing Manager | Macs Hall | Core | Operations | RRLA Director | Xxxx Xxxxxxxx | $ | 500 | Monthly | $ | 500 | Non-personnel dollars | — | |||||||
37 | Strategic Sourcing Knowledge | 120 | 4 | Reorg | Sourcing | SVP-Strategic Sourcing | Macs Hall | Core | Sourcing | Director-Strategic Sourcing | Xxxxx Xxxxxx | 2 | daily | 44 | Labor hours | L3 | — | ||||||||
38 | Materials Management Knowledge (Warehousing) | 120 | 4 | Reorg | Sourcing | Sr. Director-Sourcing Support | Xx Xxxxx | Core | Sourcing | Director-Strategic Sourcing | Xxxxx Xxxxxx | 2 | daily | 44 | Labor hours | L3 | — | ||||||||
39 | Contract Administration and Maintenance (Corporate & Regional Agreements) | 90 | 3 | Reorg | Sourcing | Manager-Contract Admin | Xxxxxx Xxxxxxxx | Core | Sourcing | Director-Sourcing Admin | Xxxxx Xxxxxxx | 2 | daily | 44 | Labor hours | L3 | — | ||||||||
40 | Bristol office space | 60 | 2 | Reorg | HR | VP HR | Xxxx Xxxx | Core | Land | SVP Land | Xxxxx Xxxxxxxx | — | Monthly | — | Non-personnel dollars | — | |||||||||
41 | Julian office space | 90 | 3 | Reorg | Legal | Attorney | Xxxx XxXxxxxxxxx | Core | Operations | VP - Tech Services | Xxxxxx Xxxxxxxx | $ | 200 | Monthly | $ | 200 | Non-personnel dollars | — | |||||||
42 | Mail forwarding services | 360 | 12 | Reorg | Other | Various | Various | Core | Other | Various | Various | — | weekly | — | Labor hours | — | |||||||||
43 | Use of Alpha European Sales bank account in Lugano, Switzerland | 180 | 6 | Reorg | Treasury | General Counsel | Xxxx XxXxxxxxxxx | Core | Treasury/Coal Sales | General Counsel | Xxxx Xxxxxxxx | — | Monthly | — | Labor hours | — | |||||||||
