TRANSITION SERVICES AGREEMENT
Exhibit 10.29
by and among
ALPHA NATURAL RESOURCES, INC.
and
ANR, INC.
Dated as of July 26, 2016
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.”
RECITALS:
WHEREAS, Contura Energy agreed to purchase certain assets (the “Purchased Assets”) and assume certain liabilities (the “Assumed Liabilities”) of Alpha Natural Resources and its Subsidiaries upon the terms and subject to the conditions set forth in that certain Asset Purchase Agreement dated as of July 26, 2016 by and among Contura Energy, Alpha Natural Resources, the subsidiaries of Alpha Natural Resources set forth on Schedule A thereto, Alpha Natural Resources, as Sellers’ Representative and ANR (the “Asset Purchase Agreement”) (capitalized terms used and not otherwise defined herein having the respective meanings assigned thereto in the Asset Purchase Agreement);
WHEREAS, prior to entry into this Agreement, Alpha Natural Resources, the ANR Subsidiaries and Contura Energy consummated steps 1 - 16 of the transactions set forth on Schedule B to the Asset Purchase Agreement (the “Pre-Closing Restructuring Steps”);
WHEREAS, as part of the Pre-Closing Restructuring Steps, on the date hereof and prior to entry into this Agreement, the ANR Subsidiaries transferred to Alpha Natural Resources, and, except as otherwise provided in the Asset Purchase Agreement, Alpha Natural Resources accepted and assumed, all Purchased Assets and Assumed Liabilities held by the ANR Subsidiaries (the “Subsidiary Transfers”);
WHEREAS, as part of the Pre-Closing Restructuring Steps, concurrently with entry into this Agreement, Alpha Natural Resources is transferring to ANR, and ANR is accepting and assuming, (i) all assets and properties of Alpha Natural Resources (including, for the avoidance of doubt, all equity interests in the Subsidiaries of Alpha Natural Resources), other than the Purchased Assets and Alpha Natural Resources’ rights under the Asset Purchase Agreement (except as otherwise provided in the Asset Purchase Agreement), and (ii) all Liabilities of Alpha Natural Resources, other than the Assumed Liabilities and Alpha Natural Resources’ Liabilities arising under the Asset Purchase Agreement (except as otherwise provided therein and subject to the discharge under section 1141 of the Bankruptcy Code and the terms of the Plan of Reorganization and the Confirmation Order, as defined therein) (clauses (i) and (ii), the “ReorgCo Transfers”);
WHEREAS, on the date hereof and following entry into this Agreement, pursuant to the Asset Purchase Agreement, Alpha Natural Resources will transfer to Contura Energy or its designated subsidiaries, and Contura Energy or its designated subsidiaries will accept and assume, all Purchased Assets and Assumed Liabilities (the closing of the purchase of the Purchased Assets and the assumption of the Assumed Liabilities, the “Closing”);
WHEREAS, Contura Energy, Alpha Natural Resources and ANR desire that Alpha Natural Resources (from the completion of the ReorgCo Transfers until the Closing) and
1
Contura Energy (from the Closing until the expiration of the relevant Services Term) will provide to ANR and its Subsidiaries, directly or through its Affiliates or subcontractors, the CoreCo Provided Services, all in accordance with the terms and subject to the conditions set forth in this Agreement; and
WHEREAS, Contura Energy, Alpha Natural Resources and ANR desire that ANR will provide to Alpha Natural Resources and its Subsidiaries (from the completion of the ReorgCo Transfers until the Closing) and Contura Energy and its Subsidiaries (from the Closing until the expiration of the relevant Services Term), directly or through ANR’s Affiliates or subcontractors, the ANR Provided Services, all in accordance with the terms and subject to the conditions set forth in this Agreement.
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:
ARTICLE 1
DEFINITIONS
As used in this Agreement, the following capitalized terms shall have the following meanings:
“Additional Service” shall have the meaning set forth in Section 2.08(b).
“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such other Person. For purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have correlative meanings.
“Agreement” shall have the meaning set forth in the preamble hereof.
“Alpha Natural Resources” shall have the meaning set forth in the preamble hereof.
“ANR” shall have the meaning set forth in the preamble hereof.
“ANR Business” means the business or operations conducted primarily through the use of the Retained Assets.
“ANR Project Manager” shall have the meaning set forth in Section 2.08(e).
“ANR Provided Services” means the limited enumerated services to be provided by ANR described on the Schedules attached hereto.
“Applicable Law” means, with respect to any Person, any transnational, domestic or foreign federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling,
2
reporting or licensing requirement or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person or any of its assets, Liabilities or business, in each case, as amended, unless expressly specified otherwise.
“Asset Purchase Agreement” shall have the meaning set forth in the recitals hereto.
“Assumed Liabilities” shall have the meaning set forth in the recitals hereof.
“Auditing Entity” shall have the meaning set forth in Section 8.03.
“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Applicable Law to close.
“Bankruptcy Case” means the cases, as jointly administered, commenced by Alpha Natural Resources and certain if its subsidiaries under chapter 11 of the Bankruptcy Code, styled In re: Alpha Natural Resources Inc., et al., Case No. 15-33896 (KRH) and pending before the Bankruptcy Court.
“Bankruptcy Court” means the United States Bankruptcy Court for the Eastern District of Virginia.
“Closing” shall have the meaning set forth in the Asset Purchase Agreement.
“Closing Date” shall have the meaning set forth in the Asset Purchase Agreement.
“Confidential Information” shall have the meaning set forth in Article 13.
“Confirmation Order” shall have the meaning set forth in the Asset Purchase Agreement.
“Contract” means any note, bond, mortgage, indenture, agreement, lease, sublease, license, sublicense, contract, trust, instrument, arrangement, guarantee, purchase order or other commitment, obligation or understanding, whether oral or written, that is legally binding.
“Contura Energy” shall have the meaning set forth in the preamble hereof.
“CoreCo” means (i) with respect to the period of time from the completion of the ReorgCo Transfers until the Closing, Alpha Natural Resources and (ii) with respect to the period of time from the Closing until the expiration of the relevant Services Term, Contura Energy. All covenants and agreements contained herein that by their terms are to be performed by or for the benefit of “CoreCo” shall (x) during the period of time from the completion of the ReorgCo Transfers until the Closing, be performed by or for the benefit of Alpha Natural Resources and (y) during the period of time from the Closing until the expiration of the relevant Services Term, be performed by or for the benefit of Contura Energy. For the avoidance of doubt, if the Closing occurs, all obligations and rights hereunder of Alpha Natural
3
Resources in the capacity of “CoreCo” shall transfer to Contura Energy, and Alpha Natural Resources shall cease to have any such obligations or rights.
“CoreCo Business” means the business or operations conducted primarily through the use of the Purchased Assets.
“CoreCo Project Manager” shall have the meaning set forth in Section 2.08(e).
“CoreCo Provided Services” means the limited enumerated services to be provided by CoreCo described on the Schedules attached hereto.
“Default Interest Rate” shall have the meaning set forth in Section 3.01(c).
“Delaware Courts” shall have the meaning set forth in Section 14.12.
“Due Date” shall have the meaning set forth in Section 3.01(b).
“Fee” or “Fees” shall have the meaning set forth in Section 3.01(a).
“Governmental Authority” means any transnational, domestic or foreign federal, state, local, provincial, municipal, special purpose, or other governmental or quasi- governmental authority or regulatory body, court, tribunal, arbitrating body, governmental department, commission, board, officer, self-regulating authority, Taxing Authority, bureau or agency, as well as any other instrumentality or entity designated to act for or on behalf of any of the foregoing.
“IT Systems” means information and communications technologies, including hardware, software, networks and associated documentation.
“Liabilities” shall have the meaning set forth in the Asset Purchase Agreement.
“Omitted Service” shall have the meaning set forth in Section 2.08(a).
“Opt-In Service” shall have the meaning set forth in Section 2.08(c).
“Party” and “Parties” shall have the meaning set forth in the preamble hereof.
“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a Governmental Authority.
“Plan of Reorganization” shall have the meaning set forth in the Asset Purchase Agreement.
“Preclosing Restructuring Steps” shall have the meaning set forth in the recitals hereof.
“Prime Rate” means the prime rate of interest (the base rate on corporate loans) as published under “Money Rates” in The Wall Street Journal.
4
“Project Manager” shall have the meaning set forth in Section 2.08(e).
“Purchased Assets” shall have the meaning set forth in the recitals hereof.
“ReorgCo Transfers” shall have the meaning set forth in the Asset Purchase Agreement.
“Restructuring Steps” shall have the meaning set forth in the Asset Purchase Agreement.
“Retained Assets” means the assets to be transferred pursuant to the ReorgCo Transfers.
“Service” means any of the CoreCo Provided Services and the ANR Provided Services, as applicable.
“Service Provider” means (i) with respect to the CoreCo Provided Services, CoreCo and (ii) with respect to the ANR Provided Services, ANR.
“Service Recipient” means (i) with respect to the CoreCo Provided Services, ANR and (ii) with respect to the ANR Provided Services, CoreCo.
“Services Term” shall have the meaning set forth in Section 4.01.
“Subsidiary” means with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more other Subsidiaries of such Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person or a combination thereof.
“Subsidiary Transfers” shall have the meaning set forth in the recitals hereof.
“Tax” means (i) any and all taxes, charges, levies or other similar assessments or liabilities in the nature of a tax, including income, gross receipts, ad valorem, premium, value-added, net worth, capital stock, capital gains, documentary, recapture, alternative or add-on minimum, disability, estimated, registration, recording, excise, real property, personal property, extraction, unmined mineral, sales, use, license, lease, service, service use, transfer, withholding, employment, unemployment, insurance, social security, business license, business organization, environmental, workers compensation, payroll, employer health, profits, severance, stamp, occupation, windfall profits, customs, duties, gift, estate, franchise, production, inventory, unclaimed property, escheat and other taxes of any kind whatsoever imposed by a Governmental Authority, and any interest, fines, penalties, assessments or additions to tax imposed with respect to such items or any contest or dispute thereof or (ii)
5
liability for the payment of any amounts of the type described in (i) as a result of being party to any agreement or any express or implied legal or contractual obligation to indemnify or otherwise assume or succeed to the liability of any other Person.
“Taxing Authority” means any Governmental Authority having or purporting to exercise jurisdiction with respect to any Tax.
ARTICLE 2
SERVICES
Section 2.01. Scope of Services.
(a)ANR hereby retains CoreCo to provide, and CoreCo hereby agrees to provide, the CoreCo Provided Services to ANR or any of its Subsidiaries, as designated by ANR.
(b)CoreCo hereby retains ANR to provide, and ANR hereby agrees to provide, the ANR Provided Services to CoreCo or any of its Subsidiaries, as designated by CoreCo.
(c)Notwithstanding anything to the contrary in this Agreement, (i) the CoreCo Provided Services shall be available to ANR or any of its Subsidiaries only for the purposes of conducting the ANR Business substantially in the same manner and places as it was conducted immediately prior to the Closing Date; and (ii) the ANR Provided Services shall be available to CoreCo or any of its Subsidiaries only for the purposes of conducting the CoreCo Business substantially in the same manner and places as it was conducted immediately prior to the Closing Date.
Section 2.02. Provision of Services. The CoreCo Provided Services may be directly provided by CoreCo or may be provided through any of its Affiliates or subcontractors, including, but not limited to, Contura Energy Services, LLC, and the ANR Provided Services may be directly provided by ANR or may be provided through any of its Affiliates or subcontractors, including, but not limited to, Alpha Natural Resources Services, LLC or Maxxim Shared Services, LLC. Any breach by a Party’s Affiliate or subcontractor of the terms or conditions of this Agreement shall be deemed a breach by such Party of such terms or conditions. A Party shall not be excused from its obligation to provide Services due to a failure by its Affiliates or subcontractors to meet their contractual obligations to such Party.
Section 2.03. No Financing to Services Recipient. In no event shall a Service Provider or its Affiliates be required to (i) lend any funds to a Service Recipient or its Affiliates, (ii) expend funds for any additional equipment or material or property (real or personal) on behalf of Service Recipient (other than funds expended in providing the Services), or (iii) make any payments or disbursements on behalf of Service Recipient, except to the extent Service Recipient has previously delivered to Service Provider sufficient funds to make any such expenditures, payment or disbursement.
Section 2.04. No Assumption or Modification of Obligations. Nothing herein shall be deemed to (i) constitute the assumption by Service Provider or any of its Affiliates, or the agreement to assume, any duties, obligations or liabilities of Service Recipient or its Affiliates whatsoever; or (ii) alter, amend or otherwise modify any obligation of Contura Energy, Alpha Natural Resources or ANR under the Asset Purchase Agreement.
6
Section 2.05. Application of Resources. Unless otherwise expressly required under the terms of any relevant Schedule hereto or the Asset Purchase Agreement, or otherwise agreed to by the Parties in writing, in providing the Services, Service Provider or its Affiliates shall not be obligated to pay any of Service Recipient’s costs related to its or any of its Affiliates’ receipt of the Services.
Section 2.06. Performance of Services. Subject to the other terms (i) in this Agreement setting forth and circumscribing Service Provider’s performance obligations hereunder (including in Sections 2.01, 2.02, 2.03, 2.05, 2.07, 2.08, 2.09 and Article 6) and (ii) in the relevant Schedules hereto, each Service Provider shall perform the Services required to be provided by it hereunder in a manner specifically described in the relevant Schedules hereto, or, to the extent not so described in such Schedules, in a manner that is substantially the same in nature, accuracy, quality, completeness, timeliness, responsiveness and efficiency with how such relevant Services have been rendered to the ANR Business by Alpha Natural Resources or any of its Subsidiaries prior to the Closing Date, or to the CoreCo Business by ANR or any of its Subsidiaries (pro forma for the ReorgCo Transfers) prior to the Closing Date.
Section 2.07. Transition Assistance. In connection with the termination of this Agreement and/or any Services and as requested by the Services Recipient during the Service Term, Service Provider shall provide its good faith cooperation and assistance, at Service Recipient’s expense, in transitioning the provision of Services from Service Provider to Service Recipient or to a successor third party provider, as elected by the Service Recipient.
Section 2.08. Omitted Services; Opt-In Services; Additional Services; Extension of Services Terms.
(a)Omitted Services. If, after the Closing Date and prior to 45 days after the Closing Date, a Party identifies a service that the other Party (pro forma for the ReorgCo Transfers and the transactions contemplated by the Asset Purchase Agreement) previously provided to such Party prior to the Closing Date, but such service was omitted from inclusion in the Services to be received by such first Party under this Agreement (an “Omitted Service”), then, upon the prior written consent of the Party that would be Service Provider of such Omitted Service (which consent shall not be unreasonably withheld), such Omitted Service shall be added and considered as part of the Services to be provided by such Service Provider. The Parties shall cooperate and act in good faith to reach agreement on the fees and other specific terms and conditions applicable to such Omitted Service, provided that if such Omitted Service is substantially similar to any other Service provided by Services Provider under this Agreement, such fees and other specific terms and conditions shall be substantially similar to the fees and other specific terms and conditions applicable to such other Services. Upon the Parties’ agreement on the fees and other specific terms and conditions applicable to an Omitted Service, the Parties shall execute an amendment to this Agreement that provides for the addition of the relevant Schedule, or additions of supplements to the relevant Schedule, in order to describe such Omitted Service and the agreement upon the related fees and other specific terms and conditions applicable thereto.
(b)Additional Services; Extension of Services Terms. In the event that the Parties identify and agree upon (i) an additional service to be provided under this Agreement, as well as the related fees and other specific terms and conditions applicable thereto (an “Additional Service”), or (ii) an extension of any particular Service Term, as well as the related fees and other
6
specific terms and conditions applicable thereto, the Parties shall execute an amendment to this Agreement that provides for the substitution of the relevant Schedule, or additions of supplements to the relevant Schedule, in order to describe such Additional Service or extension, and the agreed upon related fees and other specific terms and conditions applicable thereto.
(c)Opt-In Services. Certain of the Services set forth on the Schedules attached hereto may be designated on such Schedules as “Opt-In Services.” A Service that is designated as an Opt-In Service shall not be provided by the Service Provider and the Fees associated with such Service shall not be payable by the Service Recipient unless and until the Service Recipient provides written notice to the Service Provider electing that such Opt-In Service be provided. Such notice shall specify the Opt-In Service to be provided and the date on which the provision of such Opt-In Service shall commence. Such written notice shall provide at least 15 days’ notice of such commencement date (unless a shorter notice period is specifically provided for in the applicable Schedule attached hereto with respect to such Opt-In Service). For the avoidance of doubt, the Service Recipient may elect that different Opt-In Services be provided commencing on different dates and through the provision of separate written notices (or notice with respect to multiple Opt-In Services) under the terms of this Section 2.08(c). From and after the date of commencement of an Opt-In Service, such Opt-In Service shall constitute a “Service” for all purposes hereof until the termination of such Service in accordance with Article 4.
(d)Impracticability. Service Provider shall not be required to provide any Service to the extent: (A) that the performance of the Services would (i) require Service Provider or any of its Affiliates to violate any Applicable Law; (ii) result in the breach of any software license, lease, or other Contract; or (iii) require prior approval of a Governmental Authority (except to the extent such approval has already been obtained); or (B) provided under Section 14.16; provided that, in any such event, Service Provider will use reasonable best efforts to make alternative arrangements to provide the relevant Service. For the avoidance of doubt, nothing in this (d) shall limit Service Provider’s obligations under Section 2.09.
(e)Project Managers. Each of CoreCo and ANR shall designate at least one individual to whom all communications may be addressed with respect to the CoreCo Provided Services and the ANR Provided Services and who has authority to act for and bind such Party in all aspects with respect to the CoreCo Provided Services and the ANR Provided Services (the “CoreCo Project Manager” and the “ANR Project Manager”, respectively, and collectively the “Project Managers”). The initial CoreCo Project Manager designated by CoreCo shall be Xxxx Xxxxxx and the initial ANR Project Manager designated by ANR shall be Xxxx Xxxxxxx. Notwithstanding the foregoing in this Section 2.08, the Parties acknowledge and agree that with respect to ordinary course of business communications between the Parties regarding any relevant Service, such communications shall take place between each Party’s representative (or his or her designee) identified under the caption “CONTACTS” on the Schedules hereto.
(f)Cooperation. In the event that there is nonperformance of any Service as a result of (i) a force majeure event described in Section 14.16, or (ii) impracticability pursuant to Section 2.08(d), the Parties agree to work together in good faith to arrange for an alternative means by which the applicable Service Recipient may obtain, at its sole cost and expense, the Service so affected. The Parties shall cooperate with each other in connection with the performance of the Services, including producing on a timely basis all Contracts, documents and other information that is reasonably requested with respect to the performance of Services; provided, however, that such cooperation shall not unreasonably disrupt the normal operations of the Parties.
7
Section 2.09. Third Party Systems. To the extent that the Services are provided by Service Provider through or using third-party intellectual property rights or IT Systems (“Third Party Systems”), Service Provider shall use commercially reasonable efforts to (a) obtain any necessary consent from Third Party System providers in order to provide the Third Party Systems (so long as no cost or penalty is imposed on Service Provider in connection with obtaining such consent) or (b) if any such consent is not obtained, provide acceptable alternative arrangements to provide the relevant Service for Service Recipient’s purposes, provided that Service Recipient shall reimburse the costs and expenses of such alternative arrangements to Service Provider.
ARTICLE 3
PRICING
Section 3.01. Fees.
(a)Fees. In consideration of Service Provider’s performance of the relevant Services, Service Recipient shall pay to Service Provider the fees prescribed on the relevant Schedules hereto (individually a “Fee” and collectively the “Fees”). For the avoidance of doubt, the Fees prescribed on the relevant Schedules hereto shall be payable irrespective of the actual number of hours expended by Service Provider (or its Affiliates or subcontractors) in providing the applicable Service; provided that, in the event that the number of hours required to provide a Service is substantially higher or lower than the number of hours contemplated in the Schedules with respect to such Service, the Parties shall cooperate and act in good faith to renegotiate the fees applicable to such Service to reasonably reflect the actual number of hours required to provide such Service.
(b)Invoices; Payment Procedures. Service Provider shall invoice Service Recipient on a monthly basis for all Fees accrued with respect to the prior month. Fees shall be payable by Service Recipient within thirty (30) days after Service Recipient’s receipt of an invoice (the “Due Date”). All amounts (i) payable pursuant to the terms of this Agreement shall be paid to Service Provider as directed by Service Provider, and (ii) due and payable hereunder shall be invoiced and paid in U.S. dollars, except as may be expressly provided in any relevant Schedule hereto. A Service Recipient’s obligation to pay any Fees under this Agreement shall be offset against any Fees payable to such Party in its capacity as Service Provider, in respect of the same period. Within five (5) days after invoicing, the Project Managers shall review the invoices for the prior calendar month and agree as to the net balance between each Service Recipient. Such net balance shall be payable by the applicable Service Recipient by the Due Date.
(c)Interest. In the absence of a timely notice of billing dispute in accordance with the provisions of Section 3.02, amounts not paid on or before the Due Date shall be payable with interest, accrued at the then effective Prime Rate plus 2% (the “Default Interest Rate”) (or the maximum legal rate whichever is lower), calculated for the actual number of days elapsed, accrued from the Due Date until the date of the actual receipt of payment.
(d)Taxes. If any Governmental Authority shall impose a tax on the Services rendered to a Service Recipient or its subsidiaries by Service Provider hereunder, Service Recipient agrees to pay, or remit to Service Provider so that Service Provider may pay, the amount of such tax imposed on the Services rendered to Service Recipient or its subsidiaries by Service Provider under this Agreement. Notwithstanding anything to the contrary contained in this Agreement,
8
Service Recipient shall have no liability for, and shall not be obligated to pay for, any property taxes of any kind or type applicable to the property of Service Provider or any of its subsidiaries or any income taxes of any kind or type applicable to the income of Service Provider or any of its subsidiaries, except as may be expressly provided in any relevant Schedule hereto.
Section 3.02. Payment Disputes. In the event that Service Recipient disputes any invoice or portion thereof, Service Recipient shall provide Service Provider prior to the Due Date written notice of the disputed amounts, together with a statement of the particulars of the dispute, including the calculations with respect to any errors or inaccuracies claimed. Should Service Recipient fail to provide timely evidence of the invoice errors claimed on or before the Due Date, the disputed amounts shall be owed with interest at the Default Interest Rate from the Due Date until payment is received. Should Service Recipient provide the required information on or before the Due Date, the Parties shall proceed as set forth in Article 11 hereof with respect to such disputed amount. If, as determined in accordance with Article 11 hereof, Service Recipient has (i) underpaid the amount actually due, Service Recipient shall remit any amount due within five (5) Business Days after determination of such underpayment, or (ii) overpaid the amount actually due, Service Provider shall remit to Service Recipient any refund within five (5) Business Days after determination of such overpayment, in each case without interest; provided that if such amount due is not paid within five (5) Business Day after the applicable determination, such amount shall be owed with interest at the Default Interest Rate from the date of such determination until payment is received. Notwithstanding any disputed invoice or portion thereof, Service Recipient shall nevertheless pay when due any undisputed amount of such invoice to Service Provider.
ARTICLE 4
SERVICES TERM; TERMINATION
Section 4.01. Services Term. The performance of the Services shall commence on the Closing Date and, unless earlier terminated pursuant to Section 4.02 or 4.03, shall terminate on such date as may be expressly provided for in the relevant Schedule hereto (the “Services Term”).
Section 4.02. Termination. This Agreement or any specific Services, as specified below in this Section 4.02, may be terminated prior to the expiration of the relevant Services Term only as follows:
(a)With respect to all or any CoreCo Provided Services, by ANR by giving a termination notice to CoreCo, provided that (i) the termination will be effective as of the last day of the calendar month immediately following the calendar month in which CoreCo receives such termination notice, and (ii) ANR shall reimburse CoreCo for any and all costs and expenses incurred by CoreCo or any of its Subsidiaries to the extent (but only to the extent) resulting from such early termination by ANR, including internal demobilization or incremental, unplanned severance costs, and early termination fees and other costs incurred in order to terminate or reduce the level of services provided by third parties under Contracts with CoreCo or any of its Subsidiaries, which services are affected by such early termination, such reimbursement to be due and payable on the Due Date following ANR’s receipt of any invoice from CoreCo with respect to such costs and expenses, or, if there are no more Due Dates, within thirty (30) days of ANR’s receipt of such invoice (if requested, CoreCo will promptly provide to ANR an estimate of any such costs and expenses in advance of ANR delivering any termination notice);
9
(b)With respect to all or any ANR Provided Services, by CoreCo by giving a termination notice to ANR, provided that (i) the termination will be effective as of the last day of the calendar month immediately following the calendar month in which ANR receives such termination notice, and (ii) CoreCo shall reimburse ANR for any and all costs and expenses incurred by ANR or any of its Subsidiaries to the extent (but only to the extent) resulting from such early termination by CoreCo, including internal demobilization or incremental, unplanned severance costs, and early termination fees and other costs incurred in order to terminate or reduce the level of services provided by third parties under Contracts with ANR or any of its Subsidiaries, which services are affected by such early termination, such reimbursement to be due and payable on the Due Date following CoreCo’s receipt of any invoice from ANR with respect to such costs and expenses, or, if there are no more Due Dates, within thirty (30) days of CoreCo’s receipt of such invoice (if requested, ANR will promptly provide to CoreCo an estimate of any such costs and expenses in advance of ANR delivering any termination notice);
(c)With respect to all or any Services that are adversely affected by a breach, by the non-breaching Party if the other Party fails to observe or perform in any material respect any term, obligation, or condition of this Agreement and the defaulting Party does not cure such failure within fifteen (15) days after written demand by the first Party, provided that if the defaulting Party begins promptly and diligently to cure such breach in accordance with this provision and such breach is not capable of being cured within such 15-day period, the defaulting Party shall have up to an additional fifteen (15) days to cure such breach if it demonstrates that it is reasonably capable of curing such breach within such additional 15-day period;
(d)With respect to the entire Agreement, by CoreCo or ANR if the other Party makes a general assignment for the benefit of creditors, or files a voluntary petition in bankruptcy or for reorganization or rearrangement under the Bankruptcy Code, or if a petition in bankruptcy is filed against such other Party and is not dismissed within thirty (30) days after the filing, or if a receiver or trustee is appointed for all or a material portion of the property or assets used by the other Party to perform Services hereunder; provided that, for the avoidance of doubt, the Bankruptcy Case shall not give rise to any right of termination of this Agreement; or
(e)With respect to all or any Services that are adversely affected by a force majeure event as described in Section 14.16, if Service Provider fails to perform in any material respect its obligation to perform any Services as a result of such circumstances of force majeure and such force majeure continues to exist for at least sixty (60) consecutive days.
Section 4.03. Rights and Obligations Upon Termination. Upon expiration of the Services Term or in the event of a termination pursuant to Section 4.02, no Party, nor any of its Affiliates, shall have any liability or further obligation to any other Party or any of its Affiliates pursuant to this Agreement, except: (i) that the provisions of Section 2.07 and Articles 3 (to the extent of amounts accrued thereunder through the date of such expiration or termination), 4, 5, 6, 8, 10, 11, 12, 13 and 14 (as well as in each case associated defined terms) shall survive any such expiration or termination and not be extinguished thereby; and (ii) any Party nevertheless shall be entitled to seek any remedy to which it may be entitled at law or in equity for the violation or breach by the other Party of any agreement, covenant, representation, warranty, or indemnity contained in this Agreement that occurs prior to such expiration or termination.
10
ARTICLE 5
RETURN OF LEASED PROPERTY OR LICENSED SOFTWARE
Service Recipient shall be liable for all costs and expenses incurred by Service Provider or any of its subsidiaries resulting from any delay or failure of Service Recipient to return as promptly as practicable to Service Provider or any licensor, as applicable, any leased property or licensed software that is included as part of the Services provided to such Service Recipient upon (i) the termination of the relevant Services as provided herein, or (ii) the expiration of the term of the applicable lease or license, provided that Services Provider has provided Service Recipient with at least sixty (60) days prior written notice of such expiration.
ARTICLE 6
DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 2.06 OR OTHERWISE IN ANY SCHEDULE HERETO, EACH PARTY ACKNOWLEDGES AND AGREES (I) THAT ALL SERVICES ARE PROVIDED BY SERVICE PROVIDER ON AN “AS IS” BASIS, AND (II) THAT NEITHER SERVICE PROVIDER NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATIONS OR WARRANTIES, WHETHER STATUTORY, EXPRESS, OR IMPLIED, TO SERVICE RECIPIENT OR ANY OF ITS AFFILIATES WITH RESPECT TO THE SERVICES, ANY EQUIPMENT OR MATERIALS PROVIDED UNDER THIS AGREEMENT, OR OTHERWISE HEREUNDER, INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
ARTICLE 7
INTERNAL CONTROLS AND PROCEDURES
In addition to the record retention requirements of the Asset Purchase Agreement, with respect to the Services for which each Service Provider is responsible, such Service Provider shall maintain and comply with such internal controls and procedures as are agreed by the Parties to be implemented by the Parties to comply with internal controls and procedures or Applicable Law. In the event a Service Recipient requires a change to the internal controls or procedures, or requires the implementation of additional internal controls or procedures, related to the Services required to be provided to such Service Recipient in order for such Service Recipient to comply with changes to Applicable Law, Service Provider shall change or add to such Service Provider’s internal controls or procedures related to such Services as reasonably requested by such Service Recipient; provided, however, in connection with a Service Provider changing or adding to internal controls or procedures as required by the foregoing, Service Recipient shall pay for any and all additional costs and expenses associated with the implementation or maintenance of the applicable change or addition; provided, further, however, that if such change or addition is required for the compliance by both Parties with Applicable Law, the Parties shall negotiate in good faith an equitable sharing of the costs and expenses associated with such change or addition.
11
ARTICLE 8
BOOKS AND RECORDS; AUDITS
Section 8.01. Books and Records. Each Party shall keep and maintain books, records, accounts and other documents sufficient to reflect accurately and completely the transactions conducted, and all associated costs incurred, pursuant to this Agreement. Such records shall include receipts, invoices, memoranda, vouchers, inventories and accounts pertaining to the Services, as well as complete copies of all contracts, purchase orders, service agreements and other such arrangements entered into in connection therewith. For the avoidance of doubt, this Section 8.01 shall not obligate a Party to maintain books, records, accounts or other documents beyond what such Party customarily maintains in the ordinary course of its business consistent with past practice.
Section 8.02. Audit of Performance. Each Party shall have access to and the right to inspect all records maintained by the other Party directly related to the Services, as is reasonably necessary for the purposes of verifying the other Party’s compliance with this Agreement or any other legitimate purpose, including auditing and verifying costs or expenses claimed to be due and payable hereunder. Such access shall be available at reasonable times on Business Days during business hours and under reasonable conditions with a minimum of at least ten (10) days prior written notice. Each Party shall keep and preserve all such records for a period of at least five (5) year from and after end of the relevant Services Term.
Section 8.03. Audit Assistance. Each Party and its Subsidiaries are or may be subject to audit by Governmental Authorities, such Party’s third party or internal auditor, such Party’s customers, or other Persons that are parties to contracts with such Party, in each case pursuant to Applicable Law, contractual provision, or request of such Party’s board of directors (or its audit committee) (an “Auditing Entity”). If an Auditing Entity exercises its right to audit such first Party’s or any of its Subsidiaries’ books, records, documents, accounting practices or procedures, internal controls and procedures, or operational, financial or legal practices and procedures, and such audit relates to the Services required to be provided to, or from, such first Party hereunder, upon written request of such first Party, the other Party shall, within a reasonable period of time, provide, at the sole cost and expense of such first Party, all assistance, records and access reasonably requested by such first Party in responding to such audits (including documents related to testing methodologies, test results, audit reports of significant findings, and remediation plans with respect to any deficiencies with respect to such other Party’s internal controls or procedures, and work papers of such other Party’s third party or internal auditor that relate to the matter being subject of such audit), to the extent that such assistance, records or access is within the reasonable control of such other Party. If an audit report of a Service Recipient’s third party or internal auditor relating to such audit identifies any deficiencies in a Service Provider’s internal controls and procedures directly related to a Service provided to such Service Recipient, such Service Provider shall, at the sole cost and expense of such Service Recipient, implement such reasonable changes to such Service to correct such deficiencies to ensure compliance with Applicable Law in connection with such Service; provided, however, that if such correction is required for the compliance by both Parties with Applicable Law, the Parties shall negotiate in good faith an equitable sharing of the costs and expenses associated with such correction.
12
ARTICLE 9
COMPLIANCE WITH LAWS AND GOVERNMENTAL REQUIREMENTS.
The Parties shall comply, and shall cause their Affiliates and their respective employees to comply, with all Applicable Laws and all third party intellectual property rights in the performance of this Agreement; provided that, except where compliance is a component of the applicable Services, Service Provider assumes no responsibility for compliance by Service Recipient with any Applicable Law applicable to Service Recipient, and Service Recipient shall be responsible for securing, and monitoring compliance with, any necessary governmental or regulatory permits, consents, or approvals necessary for receiving the Services; provided, further, that Service Recipient assumes no responsibility for compliance by Service Provider with any Applicable Law applicable to Service Provider, and Service Provider shall be responsible for securing, and monitoring compliance with, any necessary governmental or regulatory permits, consents, or approvals necessary for providing the Services.
ARTICLE 10
LIMITATION OF LIABILITY; INDEMNITY.
(a)Service Provider’s Limitation of Liability. In no event shall a Service Provider or any of its Affiliates have any liability to a Service Recipient or any of its Affiliates whether under this Agreement or otherwise in connection with performance hereunder, including for any error in judgment or any act or omission, except as a result of the gross negligence or willful misconduct of, or infringement of any third party intellectual property rights by, Service Provider or any of its Affiliates.
(b)Service Recipient Indemnity. Service Recipient hereby agrees to indemnify, defend and hold harmless Service Provider and each of its Affiliates from and against any and all claims, losses, demands, liabilities, costs and expenses (including reasonable attorneys’ fees and costs and expenses related thereto) suffered or incurred by Service Provider or any of its Affiliates as a result of or in connection with any third party claims arising from Service Provider’s or any of its Affiliates’ performance of the Services hereunder, except to the extent such third party claims are based in whole or in part on Service Provider’s or any of its Affiliates’ gross negligence or willful misconduct or infringement of any third-party intellectual property rights in performing the Services.
(c)Service Provider Indemnity. Service Provider hereby agrees to indemnify, defend and hold harmless Service Recipient and each of its Affiliates from and against any and all claims, losses, demands, liabilities, costs and expenses (including reasonable attorney’s fees and costs and expenses related thereto) suffered or incurred by Service Recipient or any of its Affiliates as a result of, or in connection with, any third party claims to the extent caused by the gross negligence or willful misconduct of, or the infringement of any third-party intellectual property rights by, Service Provider or any of its Affiliates in performing the Services.
(d)Waiver of Certain Damages. Neither Party nor any of their respective Affiliates shall be liable for any loss of profits, loss of business, loss of use or of data, interruption of business, or for indirect, special, punitive, exemplary, incidental or consequential damages of any kind whether under this Agreement or otherwise in connection with performance hereunder, even if the other Party has been advised of the possibility of such damages.
13
ARTICLE 11
DISPUTE RESOLUTION AND ESCALATION
The Parties agree to undertake reasonable efforts to resolve in good faith any dispute arising out of or relating to this Agreement. Should such a dispute arise, the Parties shall proceed with the following dispute resolution and escalation procedures:
Section 11.01. Project Manager Level. First, the applicable Project Managers will promptly negotiate in good faith to resolve the matter. If these individuals cannot resolve the matter within ten (10) Business Days, or such longer period as the Parties may agree, then the dispute will be subject to Section 11.02.
Section 11.02. Executive Level. In the event a dispute is not resolved by the Project Managers in accordance with Section 11.01, Xxxx X. Xxxxx, on behalf of CoreCo and Xxxxxx X. XxXxxxxxxxx, on behalf of ANR (each, and any replacements of either of them pursuant to the last sentence of this Section 11.02, an “Executive”) will communicate in good faith to resolve the issue within ten (10) Business Days of receipt of such escalation. In the event that the issue has not been resolved within such ten (10) Business Day period, or such longer period as the Parties may agree, either Party may pursue whatever legal remedies it may have in accordance with this Agreement. Each Party may designate a different executive of comparable seniority to participate in this resolution process by providing written notice of such designation to the other Party, and shall do so in the event one of the Executives no longer serves in an appropriate capacity at CoreCo or ANR as applicable.
ARTICLE 12
PROPERTY RIGHTS
Section 12.01. The Parties acknowledge and agree that nothing in this Agreement is intended to transfer any right, title, or interest in or to any tangible, intangible, real or personal property (including any and all intellectual property rights). Notwithstanding any materials, deliverables, or other products that may be created or developed by Service Provider or its Affiliates from the date hereof through the expiration or termination of the Services Term, Service Provider does not convey hereunder, nor does Service Recipient or any of its Affiliates obtain hereunder, any right, title, or interest in or to any of Service Provider’s or any of its Affiliates’ equipment, materials, deliverables, products, or any other rights or property used to provide the Services, except for the limited licenses expressly granted under this Section 12. All customer and personnel data, files and input and output materials and the media upon which they are located that are supplied by Service Recipient or any of its Affiliates in connection with this Agreement shall remain Service Recipient’s or such Affiliate’s property, respectively, and Service Provider shall not have any rights or interests with respect thereto, except for the limited licenses expressly granted under this Section 12.
Section 12.02. Subject to the terms and conditions of this Agreement, Service Provider hereby grants, and shall cause its Affiliates to grant, to Service Recipient and its Subsidiaries, a non-exclusive, non-transferable, non-sublicensable, royalty free, fully paid-up limited license and right, during the Services Term, to use any and all intellectual property rights (other than trademarks, trade names or trade dress) that are owned or licensable (without the consent of or
14
payment to any third party) by Service Provider or its Affiliates, in each case solely to the extent necessary for the receipt, access and use of the applicable Services by Service Recipient and its Subsidiaries (and for no other purpose).
Section 12.03. Subject to the terms and conditions of this Agreement, Service Recipient hereby grants, and shall cause its Subsidiaries to grant, to Service Provider and its Affiliates, a non-exclusive, non-transferable, non-sublicensable, royalty free, fully paid up, limited license, during the Services Term, to use any and all intellectual property rights (other than trademarks, trade names or trade dress) that are owned or licensable (without the consent of or payment to any third party) by Service Recipient or its Subsidiaries, in each case solely to the extent necessary for the provision of the applicable Services by Service Provider and its Affiliates (and for no other purpose).
ARTICLE 13
CONFIDENTIAL INFORMATION
Each Party shall maintain the confidentiality of information of the other Party disclosed in connection with the Services in accordance with Section 7.08 of the Purchase Agreement.
ARTICLE 14
MISCELLANEOUS
Section 14.01. Complete Agreement; Construction. This Agreement, including the Schedules attached to the body of this Agreement, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any conflict between the terms and conditions of the body of this Agreement and the terms and conditions of any Schedule hereto, the terms and conditions of such Schedule shall control. In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of the Asset Purchase Agreement or any other Transaction Documents, the terms and conditions of the Asset Purchase Agreement shall control in the former case and the terms and conditions of this Agreement shall control in the latter case.
Section 14.02. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each Party shall have received a counterpart hereof signed by the other Parties. Until and unless each Party has received a counterpart hereof signed by the other Parties, this Agreement shall have no effect and no Party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).
Section 14.03. Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement shall be paid by the Party incurring such cost or expense.
Section 14.04. Notices. All notices, requests and other communications to any Party shall be in writing (including facsimile transmission) and shall be given,
15
If to CoreCo, to:
X.X. Xxx 000
Xxxxxxx, XX 00000-0000
Attention: Legal Department
Facsimile No.: (000) 000-0000 (until August 30, 2016)
(000) 000-0000 (after August 30, 2016)
with a copy to:
Xxxxx Xxxx & Xxxxxxxx LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
Xxxxxx Xxxxxxxx
Xxx Xxxxxxxx
Facsimile No.: (000) 000-0000
If to ANR, to:
ANR, Inc.
300 Running Right Way
P.O. Box 261
Attention: Legal Department
Facsimile No.: (000) 000-0000
with a copy to:
Xxxxx Day
0000 Xxxxxxxxx Xxxxxx, X.X., Xxxxx 000
Xxxxxxx, XX 00000-0000
Attention: Xxxxxxx X. Xxxxxx
Facsimile No.: (000) 000-0000
or such other address or facsimile number as such Party may hereafter specify for the purpose by notice to the other Party. All notices and other communications given in accordance with the provisions of this Agreement shall be deemed to have been given and received when delivered by hand or transmitted by facsimile (with confirmation of transmission), three Business Days after the same are sent by certified or registered mail, postage prepaid, return receipt requested or one Business Day after the same are sent by a reliable overnight courier service, with acknowledgement of receipt.
16
Section 14.05. Amendments and Waivers.
(a)Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each Party, or in the case of a waiver, by the Party against whom the waiver is to be effective.
(b)No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.
Section 14.06. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns; provided that no Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other Party.
Section 14.07. Subsidiaries. Each of the Parties shall cause to be performed all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party or by any entity that becomes a Subsidiary or Affiliate of such Party (including any entity that becomes a Subsidiary or Affiliate of such Party pursuant to the Restructuring Steps).
Section 14.08. Third Party Beneficiaries. No provision of this Agreement is intended to confer any rights, benefits, remedies, or liabilities hereunder upon any Person other than the Parties and their respective successors and assigns
Section 14.09. Title and Headings. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
Section 14.10. Schedules. The Schedules attached hereto are incorporated herein by reference and shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.
Section 14.11. Governing Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by and construed in accordance with the law of the State of Delaware, without regard to the conflicts of law rules of such state to the extent such principles or rules would require or permit the application of laws of another jurisdiction.
Section 14.12. Jurisdiction. To the fullest extent permitted by Applicable Law, the Parties (a) agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought (i) in the Bankruptcy Court, if brought prior to the entry of a final decree closing the Bankruptcy Case and (ii) in the Chancery Court of the State of Delaware (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal court of the United States sitting in the State of Delaware) (the “Delaware Courts”), if brought after entry of such final decree closing the Bankruptcy Case,
17
and shall not be brought, in each case, in any other state or federal court in the United States, (b) agree to submit to the exclusive jurisdiction of the Bankruptcy Court or the Delaware Courts, as applicable, pursuant to the preceding clauses (a) (i) and (a) (ii), for purposes of all suits, actions or proceedings arising out of, or in connection with this Agreement and (c) waive and agree not to assert any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each Party agrees that service of process on such Party as provided in Section 14.4 shall be deemed effective service of process on such.
Section 14.13. Specific Performance. The Parties acknowledge and agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur if the Parties do not perform any provision of this Agreement in accordance with the terms hereof, or otherwise breach any such provision, and that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that (i) there is adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction.
Section 14.14. Waiver of Jury Trial. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 14.15. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such a determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be provided as originally contemplated to the fullest extent possible.
Section 14.16. Force Majeure.
(a)Either Party shall be excused from the performance of its obligations if, and to the extent that, and for the period during which, performance of those obligations is delayed or prevented by force majeure including fires, floods, Acts of God, extremes of weather, earthquakes, tornadoes, or similar occurrences; wrecks or transportation delays; riot, insurrection or other hostilities; embargo; fuel or energy shortage; strikes; or inability to obtain necessary labor,
18
materials or utilities; but not including any interruption of service, delays or failure to perform due to such Party’s failure to implement suitable business continuity plans or a failure of such Party’s IT Systems (other than failures which are themselves caused by force majeure).
(b)Any delays, interruptions or failure to perform caused by the occurrences described in Section 14.16(a) shall not be deemed to be a breach or failure to perform under this Agreement; provided, however, (i) in the event that either Party is unable to perform its obligations under this Agreement as a result of the occurrences described in Section 14.16(a), if reasonably required for the migration of any Services materially affected, the Service Term for such Services will be extended for a period of time commensurate with the duration of such delay, interruption or failure but solely to the extent necessary to migrate such Service and provided that Service Recipient continues to use commercially reasonable efforts to promptly migrate such Service and (ii) no fees (other than third party pass-through costs) shall be payable for any affected Service for the period during which performance of such Service is delayed or prevented.
(c)Each Party shall promptly notify the other, upon learning of the occurrence of any of the events described in Section 14.16(a) and the Party whose performance hereunder is affected shall use its commercially reasonable efforts to mitigate and eliminate the force majeure in order to resume performance as soon as possible.
Section 14.17. References; Other Definitional and Interpretative Provisions. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person (including, in the case of Alpha Natural Resources, the limited liability company successor resulting from the conversion of Alpha Natural Resources, Inc. to a limited liability company pursuant to the Asset Purchase Agreement). References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law,” “laws” or to a particular statute or law shall be deemed also to include any and all Applicable Laws.
Section 14.18. Status of Service Provider as Independent Contractor. Each Service Recipient expressly acknowledges that each Service Provider, its Affiliates, and each of their respective employees, agents, subcontractors and representatives are “independent contractors,” and nothing in this Agreement is intended and nothing shall be construed to create an employer/employee, partnership, joint venture or other similar relationship between any Service Recipient and Service Provider, its Affiliates, or each of their respective employees, agents, subcontractors and representatives. In addition, each Service Provider shall have the authority and responsibility to elect the means, manner and method of performing the Services required to be provided by it
19
under this Agreement. This Agreement shall not be interpreted or construed to create an association, joint venture, partnership, or agency between the Parties or to impose any partnership or fiduciary obligation or related liability upon any Party.
Section 14.19. Independent Surface Mining and Reclamation Operations. Nothing in this Agreement is intended, and this Agreement shall not be construed, to mean that ANR or CoreCo (i) has the authority, directly or indirectly, to determine the manner in which the other conducts surface mining and reclamation operations or (ii) otherwise owns or controls the other. The Parties acknowledge and agree that the relationship between the ANR and CoreCo established by this Agreement is merely for the temporary exchange of administrative and other similar ministerial services, and temporary ministerial collaboration, in each case solely to the extent necessary to effectuate the Asset Purchase Agreement and the transactions contemplated therein.
[Signature Page Follows]
20
IN WITNESS WHEREOF, the Parties caused this Transition Services Agreement to be duly executed as of the day and year first above written.
By: | /s/ Xxxx X. XxXxxxxx |
Name: Xxxx X. XxXxxxxx | |
Title: President & Secretary | |
ALPHA NATURAL RESOURCES, INC. | |
By: | /s/ Xxxxxx Xxxxxx |
Name: Xxxxxx Xxxxxx | |
Title: Executive Vice President, Chief Financial Officer and Treasurer | |
ANR, INC. | |
By: | /s/ Xxxxx X. Xxxxxxx |
Name: Xxxxx X. Xxxxxxx | |
Title: President and Chief Executive Officer | |
[Signature Page to Transition Services Agreement]
Schedule I
This Schedule lists Services to be provided by CoreCo (“Core”) to ANR (“Reorg”)
Service flow: | Core to Reorg |
Service number: | 1 |
Transition service title: | Monthly close support |
Service period in days: | 60 |
Provider company: | Core |
Provider department: | Accounting (including BP&A) |
Provider contact job title: | Controller |
Provider contact name: | Xxxx Xxxxxx |
Receiver company: | Reorg |
Receiver department: | Accounting (including BP&A) |
Receiver contact job title: | Controller |
Receiver contact name: | Xxxxx Xxxxxx |
Monthly level provided: | 370 hours |
Level of provider: | L4 |
Monthly value of service: | $29,031 |
Service flow: | Core to Reorg |
Service number: | 2 |
Transition service title: | Financial reporting |
Service period in days: | 60 |
Provider company: | Core |
Provider department: | Accounting (including BP&A) |
Provider contact job title: | Dir. Corporate Accounting & Reporting |
Provider contact name: | Xxxxxxxx Xxxxx |
Receiver company: | Reorg |
Receiver department: | Accounting (including BP&A) |
Receiver contact job title: | Dir. Corporate Accounting & Reporting |
Receiver contact name: | Xxxxx Xxxxxx |
Monthly level provided: | 27 hours |
Level of provider: | L3 |
Monthly value of service: | $2,692 |
Service flow: | Core to Reorg |
Service number: | 3 |
Transition service title: | ARO support |
Service period in days: | 60 |
Provider company: | Core |
Provider department: | Accounting (including BP&A) |
Provider contact job title: | Dir. General Accounting |
Provider contact name: | Xxxxxx Xxxxxxx |
Receiver company: | Reorg |
Receiver department: | Accounting (including BP&A) |
Receiver contact job title: | Dir. Corporate Accounting & Reporting |
Receiver contact name: | Xxxxx Xxxxxx |
Monthly level provided: | 30 hours |
Level of provider: | L4 |
Monthly value of service: | $2,354 |
Service flow: | Core to Reorg |
Service number: | 4 |
Transition service title: | Corporate Acctg |
Service period in days: | 60 |
Provider company: | Core |
Provider department: | Accounting (including BP&A) |
Provider contact job title: | Dir. Corporate Accounting & Reporting |
Provider contact name: | Xxxxxxxx Xxxxx |
Receiver company: | Reorg |
Receiver department: | Accounting (including BP&A) |
Receiver contact job title: | Dir. Corporate Accounting & Reporting |
Receiver contact name: | Xxxxx Xxxxxx |
Monthly level provided: | 20 hours |
Level of provider: | L4 |
Monthly value of service: | $1,569 |
Service flow: | Core to Reorg |
Service number: | 5 |
Transition service title: | Fresh-start Acctg |
Service period in days: | 60 |
Provider company: | Core |
Provider department: | Accounting (including BP&A) |
Provider contact job title: | Controller |
Provider contact name: | Xxxx Xxxxxx |
Receiver company: | Reorg |
Receiver department: | Accounting (including BP&A) |
Receiver contact job title: | Controller |
Receiver contact name: | Xxxxx Xxxxxx |
Monthly level provided: | 167 hours |
Level of provider: | L3 |
Monthly value of service: | $16,827 |
Service flow: | Core to Reorg |
Service number: | 6 |
Transition service title: | Sales/AR Acctg |
Service period in days: | 60 |
Provider company: | Core |
Provider department: | Accounting (including BP&A) |
Provider contact job title: | Sr. Manager |
Provider contact name: | Xxxxx Xxxxxxx |
Receiver company: | Reorg |
Receiver department: | Accounting (including BP&A) |
Receiver contact job title: | Dir. Revenue and Inventory |
Receiver contact name: | Xxxxxx Xxxxxx |
Monthly level provided: | 20 hours |
Level of provider: | L4 |
Monthly value of service: | $1,569 |
Service flow: | Core to Reorg |
Service number: | 7 |
Transition service title: | Acquisition Accounting |
Service period in days: | 90 |
Provider company: | Core |
Provider department: | Accounting (including BP&A) |
Provider contact job title: | SVP technical accounting |
Provider contact name: | Xxxx Xxxxx |
Receiver company: | Reorg |
Receiver department: | Accounting (including BP&A) |
Receiver contact job title: | Controller |
Receiver contact name: | Xxxxx Xxxxxx |
Monthly level provided: | 100 hours |
Level of provider: | L3 |
Monthly value of service: | $10,096 |
Service flow: | Core to Reorg |
Service number: | 8 |
Transition service title: | Tax Basis/Attribute Refresh |
Service period in days: | 60 |
Provider company: | Core |
Provider department: | Accounting (including BP&A) |
Provider contact job title: | Controller |
Provider contact name: | Xxxx Xxxxxx |
Receiver company: | Reorg |
Receiver department: | Accounting (including BP&A) |
Receiver contact job title: | Controller |
Receiver contact name: | Xxxxx Xxxxxx |
Monthly level provided: | 86 hours |
Level of provider: | L3 |
Monthly value of service: | $8,683 |
Service flow: | Core to Reorg |
Service number: | 9 |
Transition service title: | Environmental - EPA CD report |
Service period in days: | 90 |
Provider company: | Core |
Provider department: | Environmental |
Provider contact job title: | VP-Environmental, Environmental Compliance Managers, and GMs |
Provider contact name: | Xxxx Xxxx Xxxxx |
Receiver company: | Reorg |
Receiver department: | Environmental |
Receiver contact job title: | VP-Environmental |
Receiver contact name: | Xxxxxxx Xxxxxx |
Monthly level provided: | 8 hours |
Level of provider: | L4 |
Monthly value of service: | $588 |
Service flow: | Core to Reorg |
Service number: | 10 |
Transition service title: | Environmental - KY operations |
Service period in days: | 0 |
Provider company: | Core |
Provider department: | Environmental |
Provider contact job title: | VP - Environmental |
Provider contact name: | Xxxx Xxxx Xxxxx |
Receiver company: | Reorg |
Receiver department: | Environmental |
Receiver contact job title: | VP-Environmental |
Receiver contact name: | Xxxx Xxxxxxx |
Monthly level provided: | 0 hours (inactive) |
Level of provider: | L4 |
Monthly value of service: | $0 |
Service flow: | Core to Reorg |
Service number: | 11 |
Transition service title: | HR Employee Files |
Service period in days: | 0 |
Provider company: | Core |
Provider department: | HR |
Provider contact job title: | Manager HR |
Provider contact name: | Xxxxxx Xxxxxx |
Receiver company: | Reorg |
Receiver department: | HR |
Receiver contact job title: | Manager Benefits |
Receiver contact name: | Xxx Xxxxxxxx |
Monthly level provided: | 0 hours (inactive) |
Level of provider: | L4 |
Monthly value of service: | $0 |
Service flow: | Core to Reorg |
Service number: | 12 |
Transition service title: | Bonus Calculation Support/OSEB/Cash Retention/LTIP |
Service period in days: | 90 |
Provider company: | Core |
Provider department: | HR |
Provider contact job title: | Sr. Dir-HR |
Provider contact name: | Xxxxx Xxxxxxx |
Receiver company: | Reorg |
Receiver department: | HR |
Receiver contact job title: | Director HR |
Receiver contact name: | Xxxx Xxxxxxxxxxx and Xxxx Xxxx |
Monthly level provided: | 7 hours |
Level of provider: | L3 |
Monthly value of service: | $673 |
Service flow: | Core to Reorg |
Service number: | 13 |
Transition service title: | Severance & WARN Payments |
Service period in days: | 30 |
Provider company: | Core |
Provider department: | HR |
Provider contact job title: | Sr. Dir-HR |
Provider contact name: | Xxxxx Xxxxxxx |
Receiver company: | Reorg |
Receiver department: | HR |
Receiver contact job title: | Director HR |
Receiver contact name: | Xxxx Xxxxxxxxxxx and Xxxx Xxxx |
Monthly level provided: | 5 hours |
Level of provider: | L3 |
Monthly value of service: | $505 |
Service flow: | Core to Reorg |
Service number: | 14 |
Transition service title: | HR Data Processes |
Service period in days: | 60 |
Provider company: | Core |
Provider department: | HR |
Provider contact job title: | Manager HR |
Provider contact name: | Xxxxxx Xxxxxx |
Receiver company: | Reorg |
Receiver department: | HR |
Receiver contact job title: | HR Rep |
Receiver contact name: | Xxxxxxx Xxxx |
Monthly level provided: | 3 hours |
Level of provider: | L4 |
Monthly value of service: | $262 |
Service flow: | Core to Reorg |
Service number: | 15 |
Transition service title: | Compensation support |
Service period in days: | 60 |
Provider company: | Core |
Provider department: | HR |
Provider contact job title: | VP HR |
Provider contact name: | Xxxxx Xxxxxx Xxxx |
Receiver company: | Reorg |
Receiver department: | HR |
Receiver contact job title: | VP HR |
Receiver contact name: | Xxxx Xxxx |
Monthly level provided: | 3 hours |
Level of provider: | L2 |
Monthly value of service: | $542 |
Service flow: | Core to Reorg |
Service number: | 16 |
Transition service title: | HR/federal contractor compliance support |
Service period in days: | 90 |
Provider company: | Core |
Provider department: | HR |
Provider contact job title: | Sr. Dir-HR |
Provider contact name: | Xxxxx Xxxxxxx |
Receiver company: | Reorg |
Receiver department: | HR |
Receiver contact job title: | Director HR |
Receiver contact name: | Xxxxx Xxxxxx |
Monthly level provided: | 5 hours |
Level of provider: | L4 |
Monthly value of service: | $392 |
Service flow: | Core to Reorg |
Service number: | 17 |
Transition service title: | Payroll support |
Service period in days: | 60 |
Provider company: | Core |
Provider department: | HR |
Provider contact job title: | Sr. Director Payroll and HRIS |
Provider contact name: | Xxx Xxxxxxx |
Receiver company: | Reorg |
Receiver department: | HR |
Receiver contact job title: | Director Payroll |
Receiver contact name: | Xxxxxxx Xxxxxxx |
Monthly level provided: | 7 hours |
Level of provider: | L4 |
Monthly value of service: | $523 |
Service flow: | Core to Reorg |
Service number: | 18 |
Transition service title: | General IT Support, Knowledge, and Expertise |
Service period in days: | 210 |
Provider company: | Core |
Provider department: | IT |
Provider contact job title: | VP IT |
Provider contact name: | Xxxxx Xxxxx |
Receiver company: | Reorg |
Receiver department: | IT |
Receiver contact job title: | Sr. Director IT |
Receiver contact name: | Xxxx Xxxxxxxxx |
Monthly level provided: | 5 hours |
Level of provider: | L2 |
Monthly value of service: | $813 |
Service flow: | Core to Reorg |
Service number: | 19 |
Transition service title: | Disaster Recovery Support Knowledge, and Expertise |
Service period in days: | 210 |
Provider company: | Core |
Provider department: | IT |
Provider contact job title: | Director of IT support |
Provider contact name: | Xxxx Xxxxxxxx |
Receiver company: | Reorg |
Receiver department: | IT |
Receiver contact job title: | Sr. Director IT |
Receiver contact name: | Xxxxxxxxx Xxxx |
Monthly level provided: | 12 hours |
Level of provider: | L3 |
Monthly value of service: | $1,212 |
Service flow: | Core to Reorg |
Service number: | 20 |
Transition service title: | Infrastructure Support |
Service period in days: | 150 |
Provider company: | Core |
Provider department: | IT |
Provider contact job title: | VP IT |
Provider contact name: | Xxxxx Xxxxx |
Receiver company: | Reorg |
Receiver department: | IT |
Receiver contact job title: | Sr. Director IT |
Receiver contact name: | Xxxx Xxxxxxxxx |
Monthly level provided: | 160 hours |
Level of provider: | L4 |
Monthly value of service: | $12,554 |
Service flow: | Core to Reorg |
Service number: | 21 |
Transition service title: | Client Services Support |
Service period in days: | 60 |
Provider company: | Core |
Provider department: | IT |
Provider contact job title: | VP IT |
Provider contact name: | Xxxxx Xxxxx |
Receiver company: | Reorg |
Receiver department: | IT |
Receiver contact job title: | Sr. Director IT |
Receiver contact name: | Xxxx Xxxxxxxxx |
Monthly level provided: | 50 hours |
Level of provider: | L4 |
Monthly value of service: | $3,923 |
Service flow: | Core to Reorg |
Service number: | 22 |
Transition service title: | IT Policy Updates |
Service period in days: | 60 |
Provider company: | Core |
Provider department: | IT |
Provider contact job title: | Manager IT risk and administration |
Provider contact name: | Xxxxxxx Xxxxx |
Receiver company: | Reorg |
Receiver department: | IT |
Receiver contact job title: | Sr. Director IT |
Receiver contact name: | Xxxx Xxxxxxxxx |
Monthly level provided: | 30 hours |
Level of provider: | L4 |
Monthly value of service: | $2,354 |
Service flow: | Core to Reorg |
Service number: | 23 |
Transition service title: | IT Audit Support |
Service period in days: | 0 |
Provider company: | Core |
Provider department: | IT |
Provider contact job title: | Manager IT risk and administration |
Provider contact name: | Xxxxxxx Xxxxx |
Receiver company: | Reorg |
Receiver department: | IT |
Receiver contact job title: | Sr. Director IT |
Receiver contact name: | Xxxx Xxxxxxxxx |
Monthly level provided: | 0 hours (inactive) |
Level of provider: | L4 |
Monthly value of service: | $0 |
Service flow: | Core to Reorg |
Service number: | 24 |
Transition service title: | Delta and Oracle Support |
Service period in days: | 210 |
Provider company: | Core |
Provider department: | IT |
Provider contact job title: | Director of IT applications |
Provider contact name: | Xxxx Xxxxxxx |
Receiver company: | Reorg |
Receiver department: | IT |
Receiver contact job title: | Director of IT applications |
Receiver contact name: | Xxxx Xxxxxxx |
Monthly level provided: | 15 hours |
Level of provider: | L3 |
Monthly value of service: | $1,514 |
Service flow: | Core to Reorg |
Service number: | 25 |
Transition service title: | Trax knowledge and data access - Knowledge sharing around information in Tracts, contractual data, lease agreements |
Service period in days: | 180 |
Provider company: | Core |
Provider department: | Land |
Provider contact job title: | Manager |
Provider contact name: | Xxxxx Xxxxx |
Receiver company: | Reorg |
Receiver department: | Land |
Receiver contact job title: | Manager |
Receiver contact name: | Xxxxxxx Xxxxxxxxx |
Monthly level provided: | 22 hours |
Level of provider: | L4 |
Monthly value of service: | $1,687 |
Service flow: | Core to Reorg |
Service number: | 26 |
Transition service title: | General land support - Includes support from Core Land management to Reorg Land management (including Enterprise) |
Service period in days: | 180 |
Provider company: | Core |
Provider department: | Land |
Provider contact job title: | SVP Land |
Provider contact name: | Xxxxx Xxxxxxxx |
Receiver company: | Reorg |
Receiver department: | Land |
Receiver contact job title: | Manager |
Receiver contact name: | Xxxxxxx Xxxxxxxxx |
Monthly level provided: | 34 hours |
Level of provider: | L3 |
Monthly value of service: | $3,473 |
Service flow: | Core to Reorg |
Service number: | 27 |
Transition service title: | Mapping support and data |
Service period in days: | 180 |
Provider company: | Core |
Provider department: | Land |
Provider contact job title: | Coordinator |
Provider contact name: | Xxxxxxx Xxxxx |
Receiver company: | Reorg |
Receiver department: | Land |
Receiver contact job title: | Manager |
Receiver contact name: | Xxxxxxx Xxxxxxxxx |
Monthly level provided: | 13 hours |
Level of provider: | L5+ |
Monthly value of service: | $714 |
Service flow: | Core to Reorg |
Service number: | 28 |
Transition service title: | Training and support for New River Energy |
Service period in days: | 180 |
Provider company: | Core |
Provider department: | Land |
Provider contact job title: | Manager |
Provider contact name: | Xxx Xxxxxxxx |
Receiver company: | Reorg |
Receiver department: | Land |
Receiver contact job title: | Manager |
Receiver contact name: | Xxxxxxx Xxxxxxxxx |
Monthly level provided: | 13 hours |
Level of provider: | L4 |
Monthly value of service: | $1,012 |
Service flow: | Core to Reorg |
Service number: | 29 |
Transition service title: | 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 |
Service period in days: | 60 |
Provider company: | Core |
Provider department: | Legal |
Provider contact job title: | Attorney |
Provider contact name: | Xxxxx Xxxxxxxxxx |
Receiver company: | Reorg |
Receiver department: | Legal |
Receiver contact job title: | Attorney |
Receiver contact name: | Xxxx Xxxxxx |
Monthly level provided: | 10 hours |
Level of provider: | L2 |
Monthly value of service: | $1,627 |
Service flow: | Core to Reorg |
Service number: | 30 |
Transition service title: | 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) |
Service period in days: | 90 |
Provider company: | Core |
Provider department: | Legal |
Provider contact job title: | Attorney |
Provider contact name: | Xxxxx Xxxxx |
Receiver company: | Reorg |
Receiver department: | Legal |
Receiver contact job title: | Attorney |
Receiver contact name: | Xxxx Xxxxxx |
Monthly level provided: | 10 hours |
Level of provider: | L2 |
Monthly value of service: | $1,627 |
Service flow: | Core to Reorg |
Service number: | 31 |
Transition service title: | Assist and train the ReorgCo Legal Department in performing the Corporate secretarial function |
Service period in days: | 90 |
Provider company: | Core |
Provider department: | Legal |
Provider contact job title: | Attorney |
Provider contact name: | Xxxx Xxxxx & Xxxx Xxxxxxxx |
Receiver company: | Reorg |
Receiver department: | Legal |
Receiver contact job title: | Attorney |
Receiver contact name: | Xxxx XxXxxxxxxxx |
Monthly level provided: | 4 hours |
Level of provider: | L2 |
Monthly value of service: | $651 |
Service flow: | Core to Reorg |
Service number: | 32 |
Transition service title: | Assist and train the ReorgCo Legal Department in providing assistance and advice to company departments with regard to internal company policies and procedures |
Service period in days: | 0 |
Provider company: | Core |
Provider department: | Legal |
Provider contact job title: | Attorney |
Provider contact name: | Xxxx Xxxxxxxx & Xxxxx Xxxxx |
Receiver company: | Reorg |
Receiver department: | Legal |
Receiver contact job title: | Attorney |
Receiver contact name: | Xxxx XxXxxxxxxxx & Xxxx Xxxxxx |
Monthly level provided: | 0 hours (inactive) |
Level of provider: | L2 |
Monthly value of service: | $0 |
Service flow: | Core to Reorg |
Service number: | 33 |
Transition service title: | Assist and train the ReorgCo Legal Department to support the Corporate Secretary Functions and Activities - Board of Directors/Managers/Trustees |
Service period in days: | 90 |
Provider company: | Core |
Provider department: | Legal |
Provider contact job title: | Assist. To Corp. Sec. |
Provider contact name: | Xxxxxxx Xxxxxxxxx |
Receiver company: | Reorg |
Receiver department: | Legal |
Receiver contact job title: | Paralegal |
Receiver contact name: | Xxxxx Xxxxx |
Monthly level provided: | 10 hours |
Level of provider: | L5+ |
Monthly value of service: | $554 |
Service flow: | Core to Reorg |
Service number: | 34 |
Transition service title: | Assist and train the CoreCo Legal Department to provide Legal-Assistant/Paralegal Support Functions and Activities, Especially File and Systems Mgmt. |
Service period in days: | 0 |
Provider company: | Core |
Provider department: | Legal |
Provider contact job title: | Attorney/Legal Assistant |
Provider contact name: | Xxxx Xxxxxxxx & Xxxx Xxxx |
Receiver company: | Reorg |
Receiver department: | Legal |
Receiver contact job title: | Paralegal |
Receiver contact name: | Xxxxx Xxxxx |
Monthly level provided: | 0 hours (inactive) |
Level of provider: | L5+ |
Monthly value of service: | $0 |
Service flow: | Core to Reorg |
Service number: | 35 |
Transition service title: | Assist and train the ReorgCo Legal Department in addressing intellectual property matters. |
Service period in days: | 0 |
Provider company: | Core |
Provider department: | Legal |
Provider contact job title: | Attorney |
Provider contact name: | Xxxx Xxxxxxxx |
Receiver company: | Reorg |
Receiver department: | Legal |
Receiver contact job title: | Attorney |
Receiver contact name: | Xxxx XxXxxxxxxxx |
Monthly level provided: | 0 hours (inactive) |
Level of provider: | L2 |
Monthly value of service: | $0 |
Service flow: | Core to Reorg |
Service number: | 36 |
Transition service title: | Assistance for the transition of litigation matters |
Service period in days: | 90 |
Provider company: | Core |
Provider department: | Legal |
Provider contact job title: | Attorney |
Provider contact name: | Xxxxx Xxxxxxxxxx |
Receiver company: | Reorg |
Receiver department: | Legal |
Receiver contact job title: | Attorney |
Receiver contact name: | Xxxx Xxxxxx |
Monthly level provided: | 7 hours |
Level of provider: | L2 |
Monthly value of service: | $1,085 |
Service flow: | Core to Reorg |
Service number: | 37 |
Transition service title: | AMP Support - Oracle Related Expertise |
Service period in days: | 180 |
Provider company: | Core |
Provider department: | Other |
Provider contact job title: | Director Maintenane |
Provider contact name: | Xxxxxx Xxxxxx |
Receiver company: | Reorg |
Receiver department: | Other |
Receiver contact job title: | VP - Maintenance |
Receiver contact name: | TBD |
Monthly level provided: | 10 hours |
Level of provider: | L4 |
Monthly value of service: | $785 |
Service flow: | Core to Reorg |
Service number: | 38 |
Transition service title: | Sourcing ERP Support |
Service period in days: | 90 |
Provider company: | Core |
Provider department: | Sourcing |
Provider contact job title: | Director- Sourcing Admin |
Provider contact name: | Xxxxx Xxxxxxx |
Receiver company: | Reorg |
Receiver department: | Sourcing |
Receiver contact job title: | Manager-Contract Admin |
Receiver contact name: | Xxxxxx Xxxxxxxx |
Monthly level provided: | 44 hours |
Level of provider: | L3 |
Monthly value of service: | $4,442 |
Service flow: | Core to Reorg |
Service number: | 39 |
Transition service title: | Strategic Sourcing Knowledge |
Service period in days: | 60 |
Provider company: | Core |
Provider department: | Sourcing |
Provider contact job title: | Director-Strategic Sourcing |
Provider contact name: | Xxxxx Xxxxxx |
Receiver company: | Reorg |
Receiver department: | Sourcing |
Receiver contact job title: | SVP-Strategic Sourcing |
Receiver contact name: | Macs Hall |
Monthly level provided: | 44 hours |
Level of provider: | L3 |
Monthly value of service: | $4,442 |
Service flow: | Core to Reorg |
Service number: | 40 |
Transition service title: | WY Gross Products Return Support |
Service period in days: | 60 |
Provider company: | Core |
Provider department: | Accounting (including BP&A) |
Provider contact job title: | Regional Controller |
Provider contact name: | Xxxxx Xxxxx |
Receiver company: | Reorg |
Receiver department: | Accounting (including BP&A) |
Receiver contact job title: | Controller |
Receiver contact name: | Xxxxx Xxxxxx |
Monthly level provided: | 20 hours |
Level of provider: | L3 |
Monthly value of service: | $2,019 |
Service flow: | Core to Reorg |
Service number: | 41 |
Transition service title: | PAC closure with FEC |
Service period in days: | 0 |
Provider company: | Core |
Provider department: | Communications |
Provider contact job title: | Manager – Corporate Communications & PAC Admin. |
Provider contact name: | Xxxxxx Xxxxxxxx |
Receiver company: | Reorg |
Receiver department: | Legal |
Receiver contact job title: | Paralegal |
Receiver contact name: | Xxxxx Xxxxx |
Monthly level provided: | 0 hours (inactive) |
Level of provider: | L4 |
Monthly value of service: | $0 |
Service flow: | Core to Reorg |
Service number: | 42 |
Transition service title: | Finalize, wind down, and delivery of Bristol office building |
Service period in days: | 60 |
Provider company: | Core |
Provider department: | Land |
Provider contact job title: | SVP Land |
Provider contact name: | Xxxxx Xxxxxxxx |
Receiver company: | Reorg |
Receiver department: | N/A (landlord) |
Receiver contact job title: | N/A (landlord) |
Receiver contact name: | N/A (landlord) |
Monthly level provided: | 0 hours (no charge) |
Level of provider: | L4 |
Monthly value of service: | $0 |
Schedule II
This Schedule lists Services to be provided by ANR (“Reorg”) to CoreCo (“Core”).
Service flow: | Reorg to Core |
Service number: | 1 |
Transition service title: | Income Tax Preparation |
Service period in days: | 90 |
Provider company: | Reorg |
Provider department: | Accounting (including BP&A) |
Provider contact job title: | Sr. Manager |
Provider contact name: | Xxx XxXxxxxx |
Receiver company: | Core |
Receiver department: | Accounting (including BP&A) |
Receiver contact job title: | Sr. Manager |
Receiver contact name: | Xxxxx Xxxx |
Monthly level provided: | 80 hours |
Level of provider: | L3 |
Monthly value of service: | $8,077 |
Service flow: | Reorg to Core |
Service number: | 2 |
Transition service title: | Field AP and accounting support |
Service period in days: | 30 |
Provider company: | Reorg |
Provider department: | Accounting (including BP&A) |
Provider contact job title: | Manager |
Provider contact name: | Xxxxx XxXxxxx |
Receiver company: | Core |
Receiver department: | Accounting (including BP&A) |
Receiver contact job title: | Controller |
Receiver contact name: | Xxxxx Xxxxx/Xxxx Xxxxxx |
Monthly level provided: | 320 hours |
Level of provider: | L4 |
Monthly value of service: | $25,108 |
Service flow: | Reorg to Core |
Service number: | 3 |
Transition service title: | Sales & Property Tax |
Service period in days: | 90 |
Provider company: | Reorg |
Provider department: | Accounting (including BP&A) |
Provider contact job title: | Sr. Accountant |
Provider contact name: | Xxx Xxxxxx |
Receiver company: | Core |
Receiver department: | Accounting (including BP&A) |
Receiver contact job title: | Controller |
Receiver contact name: | Xxxx Xxxxxx |
Monthly level provided: | 20 hours |
Level of provider: | L4 |
Monthly value of service: | $1,569 |
Service flow: | Reorg to Core |
Service number: | 4 |
Transition service title: | Monthly close support |
Service period in days: | 60 |
Provider company: | Reorg |
Provider department: | Accounting (including BP&A) |
Provider contact job title: | Monthly close support |
Provider contact name: | Xxxxx Xxxxxx |
Receiver company: | Core |
Receiver department: | Accounting (including BP&A) |
Receiver contact job title: | Controller |
Receiver contact name: | Xxxx Xxxxxx |
Monthly level provided: | 144 hours |
Level of provider: | L4 |
Monthly value of service: | $11,298 |
Service flow: | Reorg to Core |
Service number: | 5 |
Transition service title: | Freight/Inventory Acctg |
Service period in days: | 60 |
Provider company: | Reorg |
Provider department: | Accounting (including BP&A) |
Provider contact job title: | Dir. Revenue and Inventory |
Provider contact name: | Xxxxxx Xxxxxx |
Receiver company: | Core |
Receiver department: | Accounting (including BP&A) |
Receiver contact job title: | Dir. General Accounting |
Receiver contact name: | Xxxxxx Xxxxxxx |
Monthly level provided: | 20 hours |
Level of provider: | L4 |
Monthly value of service: | $1,569 |
Service flow: | Reorg to Core |
Service number: | 6 |
Transition service title: | A/P and A/R Support |
Service period in days: | 60 |
Provider company: | Reorg |
Provider department: | Accounting (including BP&A) |
Provider contact job title: | Dir. General Accounting |
Provider contact name: | Xxxxx Xxx |
Receiver company: | Core |
Receiver department: | Accounting (including BP&A) |
Receiver contact job title: | Dir. General Accounting |
Receiver contact name: | Xxxxxx Xxxxxxx |
Monthly level provided: | 57 hours |
Level of provider: | L4 |
Monthly value of service: | $4,446 |
Service flow: | Reorg to Core |
Service number: | 7 |
Transition service title: | A/P Support (paying and getting reimbursed for invoices) |
Service period in days: | 30 |
Provider company: | Reorg |
Provider department: | Accounting (including BP&A) |
Provider contact job title: | Manager |
Provider contact name: | Xxxxx XxXxxxx |
Receiver company: | Core |
Receiver department: | Accounting (including BP&A) |
Receiver contact job title: | Dir. General Accounting |
Receiver contact name: | Xxxxxx Xxxxxxx |
Monthly level provided: | 24 hours |
Level of provider: | L4 |
Monthly value of service: | $1,883 |
Service flow: | Reorg to Core |
Service number: | 8 |
Transition service title: | Tax Basis/Attribute Refresh |
Service period in days: | 60 |
Provider company: | Reorg |
Provider department: | Accounting (including BP&A) |
Provider contact job title: | Controller |
Provider contact name: | Xxxxx Xxxxxx |
Receiver company: | Core |
Receiver department: | Accounting (including BP&A) |
Receiver contact job title: | Controller |
Receiver contact name: | Xxxx Xxxxxx |
Monthly level provided: | 86 hours |
Level of provider: | L3 |
Monthly value of service: | $8,683 |
Service flow: | Reorg to Core |
Service number: | 9 |
Transition service title: | Media Relations / PIER |
Service period in days: | 90 |
Provider company: | Reorg |
Provider department: | Communications |
Provider contact job title: | Director, Media Relations |
Provider contact name: | Xxxxx Xxxxxxx |
Receiver company: | Core |
Receiver department: | Communications |
Receiver contact job title: | VP, Communications & Government Affairs |
Receiver contact name: | Xxxx Xxxxxxx |
Monthly level provided: | 43 hours |
Level of provider: | L3 |
Monthly value of service: | $4,341 |
Service flow: | Reorg to Core |
Service number: | 10 |
Transition service title: | Environmental ‐ integration of Delta |
Service period in days: | 120 |
Provider company: | Reorg |
Provider department: | Environmental |
Provider contact job title: | VP ‐ Environmental and ECM |
Provider contact name: | Xxxxxxx Xxxxxx and Xxxxxx Xxxxxx |
Receiver company: | Core |
Receiver department: | Environmental |
Receiver contact job title: | VP‐Environmental |
Receiver contact name: | Xxxx Xxxx Xxxxx |
Monthly level provided: | 10 hours |
Level of provider: | L4 |
Monthly value of service: | $785 |
Service flow: | Reorg to Core |
Service number: | 11 |
Transition service title: | Environmental ‐ control file updates |
Service period in days: | 365 |
Provider company: | Reorg |
Provider department: | Environmental |
Provider contact job title: | VP‐Environmental |
Provider contact name: | Xxxx Xxxxxxx |
Receiver company: | Core |
Receiver department: | Environmental |
Receiver contact job title: | VP‐Environmental |
Receiver contact name: | Xxxx Xxxx Xxxxx |
Monthly level provided: | 3 hours |
Level of provider: | L4 |
Monthly value of service: | $196 |
Service flow: | Reorg to Core |
Service number: | 12 |
Transition service title: | Environmental ‐ permit transfers |
Service period in days: | 365 |
Provider company: | Reorg |
Provider department: | Environmental |
Provider contact job title: | VP ‐ Environmental and ECMs |
Provider contact name: | Xxxx Xxxxxxx |
Receiver company: | Core |
Receiver department: | Environmental |
Receiver contact job title: | VP‐Environmental |
Receiver contact name: | Xxxx Xxxx Xxxxx |
Monthly level provided: | 5 hours |
Level of provider: | L4 |
Monthly value of service: | $392 |
Service flow: | Reorg to Core |
Service number: | 13 |
Transition service title: | Environmental ‐ management system implementation |
Service period in days: | 180 |
Provider company: | Reorg |
Provider department: | Environmental |
Provider contact job title: | VP ‐ Environmental |
Provider contact name: | Xxxxxxx Xxxxxx |
Receiver company: | Core |
Receiver department: | Environmental |
Receiver contact job title: | VP‐Environmental |
Receiver contact name: | Xxxx Xxxx Xxxxx |
Monthly level provided: | 3 hours |
Level of provider: | L4 |
Monthly value of service: | $262 |
Service flow: | Reorg to Core |
Service number: | 14 |
Transition service title: | Health and welfare/retirement support including document requests |
Service period in days: | 210 |
Provider company: | Reorg |
Provider department: | HR |
Provider contact job title: | VP HR |
Provider contact name: | Xxxx Xxxx |
Receiver company: | Core |
Receiver department: | HR |
Receiver contact job title: | Director Benefits |
Receiver contact name: | Xxxxxxx Xxxxxxx |
Monthly level provided: | 24 hours |
Level of provider: | L2 |
Monthly value of service: | $3,835 |
Service flow: | Reorg to Core |
Service number: | 15 |
Transition service title: | Payroll/tax support |
Service period in days: | 180 |
Provider company: | Reorg |
Provider department: | HR |
Provider contact job title: | Director Payroll |
Provider contact name: | Xxxxxxx Xxxxxxx |
Receiver company: | Core |
Receiver department: | HR |
Receiver contact job title: | Analyst Payroll |
Receiver contact name: | Xxxxxx Xxxxxx |
Monthly level provided: | 5 hours |
Level of provider: | L3 |
Monthly value of service: | $538 |
Service flow: | Reorg to Core |
Service number: | 16 |
Transition service title: | Mail forwarding services |
Service period in days: | 180 |
Provider company: | Reorg |
Provider department: | HR |
Provider contact job title: | Receptionist |
Provider contact name: | Xxxxxxx Xxxxxx |
Receiver company: | Core |
Receiver department: | HR |
Receiver contact job title: | Mail expeditor |
Receiver contact name: | Xxxxx Xxxxxx |
Monthly level provided: | 22 hours |
Level of provider: | L5+ |
Monthly value of service: | $1,901 |
Service flow: | Reorg to Core |
Service number: | 17 |
Transition service title: | Telecommunication Services (phone, data, internet, wireless, etc.) – based on a 50/50 split of estimated billing |
Service period in days: | 90 |
Provider company: | Reorg |
Provider department: | IT |
Provider contact job title: | Sr. Director IT |
Provider contact name: | Xxxx Xxxxxxxxx |
Receiver company: | Core |
Receiver department: | IT |
Receiver contact job title: | VP IT |
Receiver contact name: | Xxxxx Xxxxx |
Monthly level provided: | $150,000 |
Level of provider: | N/A |
Monthly value of service: | $150,000 |
Service flow: | Reorg to Core |
Service number: | 18 |
Transition service title: | Wireless |
Service period in days: | 30 |
Provider company: | Reorg |
Provider department: | IT |
Provider contact job title: | Sr. Director IT |
Provider contact name: | Xxxx Xxxxxxxxx |
Receiver company: | Core |
Receiver department: | IT |
Receiver contact job title: | VP IT |
Receiver contact name: | Xxxxx Xxxxx |
Monthly level provided: | $35,000 |
Level of provider: | N/A |
Monthly value of service: | $35,000 |
Service flow: | Reorg to Core |
Service number: | 19 |
Transition service title: | File Access |
Service period in days: | 180 |
Provider company: | Reorg |
Provider department: | IT |
Provider contact job title: | Sr. Director IT |
Provider contact name: | Xxxx Xxxxxxxxx |
Receiver company: | Core |
Receiver department: | IT |
Receiver contact job title: | VP IT |
Receiver contact name: | Xxxxx Xxxxx |
Monthly level provided: | 0 hours(no charge) |
Level of provider: | N/A |
Monthly value of service: | $0 |
Service flow: | Reorg to Core |
Service number: | 20 |
Transition service title: | Email Forwarding |
Service period in days: | 30 |
Provider company: | Reorg |
Provider department: | IT |
Provider contact job title: | Sr. Director IT |
Provider contact name: | Xxxx Xxxxxxxxx |
Receiver company: | Core |
Receiver department: | IT |
Receiver contact job title: | VP IT |
Receiver contact name: | Xxxxx Xxxxx |
Monthly level provided: | 24 hours |
Level of provider: | L5+ |
Monthly value of service: | $1,329 |
Service flow: | Reorg to Core |
Service number: | 21 |
Transition service title: | Software Application Licensing |
Service period in days: | 210 |
Provider company: | Reorg |
Provider department: | IT |
Provider contact job title: | Sr. Director IT |
Provider contact name: | Xxxx Xxxxxxxxx |
Receiver company: | Core |
Receiver department: | IT |
Receiver contact job title: | VP IT |
Receiver contact name: | Xxxxx Xxxxx |
Monthly level provided: | 0 hours (no charge) |
Level of provider: | N/A |
Monthly value of service: | $0 |
Service flow: | Reorg to Core |
Service number: | 22 |
Transition service title: | Software Support |
Service period in days: | 210 |
Provider company: | Reorg |
Provider department: | IT |
Provider contact job title: | Sr. Director IT |
Provider contact name: | Xxxx Xxxxxxxxx |
Receiver company: | Core |
Receiver department: | IT |
Receiver contact job title: | VP IT |
Receiver contact name: | Xxxxx Xxxxx |
Monthly level provided: | 120 hours |
Level of provider: | L5+ |
Monthly value of service: | $6,646 |
Service flow: | Reorg to Core |
Service number: | 23 |
Transition service title: | Infrastructure Support |
Service period in days: | 180 |
Provider company: | Reorg |
Provider department: | IT |
Provider contact job title: | Sr. Director IT |
Provider contact name: | Xxxx Xxxxxxxxx |
Receiver company: | Core |
Receiver department: | IT |
Receiver contact job title: | VP IT |
Receiver contact name: | Xxxxx Xxxxx |
Monthly level provided: | 80 hours |
Level of provider: | L4 |
Monthly value of service: | $6,277 |
Service flow: | Reorg to Core |
Service number: | 24 |
Transition service title: | Client Services Support |
Service period in days: | 90 |
Provider company: | Reorg |
Provider department: | IT |
Provider contact job title: | Sr. Director IT |
Provider contact name: | Xxxx Xxxxxxxxx |
Receiver company: | Core |
Receiver department: | IT |
Receiver contact job title: | VP IT |
Receiver contact name: | Xxxxx Xxxxx |
Monthly level provided: | 25 hours |
Level of provider: | L5+ |
Monthly value of service: | $1,385 |
Service flow: | Reorg to Core |
Service number: | 25 |
Transition service title: | Trax knowledge and data access ‐ Knowledge sharing around information in Tracts, contractual data, lease agreements |
Service period in days: | 60 |
Provider company: | Reorg |
Provider department: | Land |
Provider contact job title: | Manager |
Provider contact name: | Xxxxxxx Xxxxxxxxx |
Receiver company: | Core |
Receiver department: | Land |
Receiver contact job title: | SVP Land |
Receiver contact name: | Xxxxx Xxxxxxxx |
Monthly level provided: | 9 hours |
Level of provider: | L4 |
Monthly value of service: | $675 |
Service flow: | Reorg to Core |
Service number: | 26 |
Transition service title: | General land support ‐ Includes support from Reorg Land management to Core Land management |
Service period in days: | 90 |
Provider company: | Reorg |
Provider department: | Land |
Provider contact job title: | Manager |
Provider contact name: | Xxxxxxx Xxxxxxxxx |
Receiver company: | Core |
Receiver department: | Land |
Receiver contact job title: | SVP Land |
Receiver contact name: | Xxxxx Xxxxxxxx |
Monthly level provided: | 9 hours |
Level of provider: | L4 |
Monthly value of service: | $675 |
Service flow: | Reorg to Core |
Service number: | 27 |
Transition service title: | Mapping data ‐ Mapping data as needed |
Service period in days: | 180 |
Provider company: | Reorg |
Provider department: | Land |
Provider contact job title: | Manager |
Provider contact name: | Xxxxxxx Xxxxxxxxx |
Receiver company: | Core |
Receiver department: | Land |
Receiver contact job title: | Coordinator |
Receiver contact name: | Xxxxxxx Xxxxx |
Monthly level provided: | 4 hours |
Level of provider: | L4 |
Monthly value of service: | $337 |
Service flow: | Reorg to Core |
Service number: | 28 |
Transition service title: | 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 |
Service period in days: | 180 |
Provider company: | Reorg |
Provider department: | Legal |
Provider contact job title: | Attorney |
Provider contact name: | Xxxx XxXxxxxxxxx |
Receiver company: | Core |
Receiver department: | Legal |
Receiver contact job title: | Attorney |
Receiver contact name: | Xxxxx Xxxxx |
Monthly level provided: | 10 hours |
Level of provider: | L2 |
Monthly value of service: | $1,627 |
Service flow: | Reorg to Core |
Service number: | 29 |
Transition service title: | Assist and train the CoreCo Legal Department to provide Other Paralegal Functions, Especially Litigation Support and Reporting |
Service period in days: | 180 |
Provider company: | Reorg |
Provider department: | Legal |
Provider contact job title: | Paralegal |
Provider contact name: | Xxxxx Xxxxx |
Receiver company: | Core |
Receiver department: | Legal |
Receiver contact job title: | Assist. To Corp. Sec./Legal Assistant |
Receiver contact name: | Xxxxxxx Xxxxxxxxx & Xxxx Xxxx |
Monthly level provided: | 10 hours |
Level of provider: | L5+ |
Monthly value of service: | $554 |
Service flow: | Reorg to Core |
Service number: | 30 |
Transition service title: | DrillBase Software Support |
Service period in days: | 180 |
Provider company: | Reorg |
Provider department: | IT |
Provider contact job title: | Sr. Director IT |
Provider contact name: | Xxxx Xxxxxxxxx |
Receiver company: | Core |
Receiver department: | Other |
Receiver contact job title: | Director Geology |
Receiver contact name: | Xxxxx Xxxxxxxx |
Monthly level provided: | 10 hours |
Level of provider: | L5+ |
Monthly value of service: | $554 |
Service flow: | Reorg to Core |
Service number: | 31 |
Transition service title: | Pi support to prep plants |
Service period in days: | 365 |
Provider company: | Reorg |
Provider department: | IT |
Provider contact job title: | Sr. Director IT |
Provider contact name: | Xxxx Xxxxxxxxx |
Receiver company: | Core |
Receiver department: | Operations |
Receiver contact job title: | Director Plants |
Receiver contact name: | Xxx Xxxxx |
Monthly level provided: | 10 hours |
Level of provider: | L4 |
Monthly value of service: | $785 |
Service flow: | Reorg to Core |
Service number: | 32 |
Transition service title: | Temporally storing Surface Equipment / Assets |
Service period in days: | 365 |
Provider company: | Reorg |
Provider department: | Operations |
Provider contact job title: | VP ‐ Maintenance |
Provider contact name: | Xxxxx Xxxx |
Receiver company: | Core |
Receiver department: | Other |
Receiver contact job title: | VP ‐ Tech Services |
Receiver contact name: | Xxxxxx Xxxxxxxx |
Monthly level provided: | 7 hours |
Level of provider: | L5+ |
Monthly value of service: | $369 |
Service flow: | Reorg to Core |
Service number: | 33 |
Transition service title: | Assessment processing |
Service period in days: | 180 |
Provider company: | ReOrg |
Provider department: | Other |
Provider contact job title: | Administrative Asst |
Provider contact name: | Xxxxx Xxxxx |
Receiver company: | Core |
Receiver department: | Other |
Receiver contact job title: | Safety Clerk |
Receiver contact name: | Xxxx Xxxxx |
Monthly level provided: | 22 hours |
Level of provider: | L5+ |
Monthly value of service: | $1,191 |
Service flow: | Reorg to Core |
Service number: | 34 |
Transition service title: | Respirable Dust Rule Expertise |
Service period in days: | 180 |
Provider company: | ReOrg |
Provider department: | Other |
Provider contact job title: | Director |
Provider contact name: | Xxxxxx Xxxxxxx |
Receiver company: | Core |
Receiver department: | Other |
Receiver contact job title: | VP Safety |
Receiver contact name: | Xxxxx Xxxxxx |
Monthly level provided: | 17 hours |
Level of provider: | L3 |
Monthly value of service: | $1,737 |
Service flow: | Reorg to Core |
Service number: | 35 |
Transition service title: | Office space in Chapmanville (3 offices plus conference room) and Xxxxxxx (2 offices plus conference room) |
Service period in days: | 180 |
Provider company: | ReOrg |
Provider department: | Other |
Provider contact job title: | TBD |
Provider contact name: | TBD |
Receiver company: | Core |
Receiver department: | Other |
Receiver contact job title: | VP ‐ Tech Services |
Receiver contact name: | Xxxxxx Xxxxxxxx |
Monthly level provided: | $1,000 |
Level of provider: | N/A |
Monthly value of service: | $1,000 |
Service flow: | Reorg to Core |
Service number: | 36 |
Transition service title: | Julian security monitoring support to RRLA |
Service period in days: | 90 |
Provider company: | ReOrg |
Provider department: | Operations |
Provider contact job title: | TBD |
Provider contact name: | TBD |
Receiver company: | Core |
Receiver department: | Operations |
Receiver contact job title: | TBD |
Receiver contact name: | TBD |
Monthly level provided: | $500 |
Level of provider: | N/A |
Monthly value of service: | $500 |
Service flow: | Reorg to Core |
Service number: | 37 |
Transition service title: | Strategic Sourcing Knowledge |
Service period in days: | 120 |
Provider company: | Reorg |
Provider department: | Sourcing |
Provider contact job title: | SVP‐Strategic Sourcing |
Provider contact name: | Macs Hall |
Receiver company: | Core |
Receiver department: | Sourcing |
Receiver contact job title: | Director‐Strategic Sourcing |
Receiver contact name: | Xxxxx Xxxxxx |
Monthly level provided: | 44 hours |
Level of provider: | L3 |
Monthly value of service: | $4,442 |
Service flow: | Reorg to Core |
Service number: | 38 |
Transition service title: | Materials Management Knowledge (Warehousing) |
Service period in days: | 120 |
Provider company: | Reorg |
Provider department: | Sourcing |
Provider contact job title: | Sr. Director‐Sourcing Support |
Provider contact name: | Xx Xxxxx |
Receiver company: | Core |
Receiver department: | Sourcing |
Receiver contact job title: | Director‐Strategic Sourcing |
Receiver contact name: | Xxxxx Xxxxxx |
Monthly level provided: | 44 hours |
Level of provider: | L3 |
Monthly value of service: | $4,442 |
Service flow: | Reorg to Core |
Service number: | 39 |
Transition service title: | Contract Administration and Maintenance (Corporate & Regional Agreements) |
Service period in days: | 90 |
Provider company: | Reorg |
Provider department: | Sourcing |
Provider contact job title: | Manager‐Contract Admin |
Provider contact name: | Xxxxxx Xxxxxxxx |
Receiver company: | Core |
Receiver department: | Sourcing |
Receiver contact job title: | Director‐Sourcing Admin |
Receiver contact name: | Xxxxx Xxxxxxx |
Monthly level provided: | 44 hours |
Level of provider: | L3 |
Monthly value of service: | $4,442 |
Service flow: | Reorg to Core |
Service number: | 40 |
Transition service title: | Bristol office space |
Service period in days: | 60 |
Provider company: | Reorg |
Provider department: | HR |
Provider contact job title: | VP HR |
Provider contact name: | Xxxx Xxxx |
Receiver company: | Core |
Receiver department: | Land |
Receiver contact job title: | SVP Land |
Receiver contact name: | Xxxxx Xxxxxxxx |
Monthly level provided: | 0 hours (no charge) |
Level of provider: | N/A |
Monthly value of service: | $0 |
Service flow: | Reorg to Core |
Service number: | 41 |
Transition service title: | Julian office space |
Service period in days: | 90 |
Provider company: | Reorg |
Provider department: | Legal |
Provider contact job title: | Attorney |
Provider contact name: | Xxxx XxXxxxxxxxx |
Receiver company: | Core |
Receiver department: | Operations |
Receiver contact job title: | VP – Tech Services |
Receiver contact name: | Xxxxxx Xxxxxxxx |
Monthly level provided: | $200 |
Level of provider: | N/A |
Monthly value of service: | $200 |
Schedule III
Core to Reorg
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 | 6) Measure of success/KPIs | 7) Who will assess service performance, e.g., recipient contact person | 8) Planned actions by recipient to build internal capabilities/knowledge, e.g., train new subject matter experts (SMEs) | 9) Guidelines for go-forward working relationships, e.g., recipient requests help in writing and provider responds within one business day with availability to help | ||
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 | $ | 29,030.77 | |||||
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 | $ | 2,692.31 | |||||
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 | $ | 2,353.85 | |||||
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 | $ | 1,569.23 | |||||
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 | L3 | $ | 16,826.92 | |||||
6 | Sales/AR Acctg | 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 | $ | 1,569.23 | |||||
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 | $ | 10,096.15 | |||||
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 | $ | 8,682.69 | |||||
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 | 22.5 | quarterly | 8 | Labor hours | L4 | $ | 588.46 | Successful submission of EPA CD Report with all required information in October 2016 | Xxxxxxx Xxxxxx | One-time Item | All required signatures, data and information shall be provided no later than 10/15/2016. All other questions and request for information shall be answered within 24 hours. | |
10 | Environmental - KY operations | 0 | 0 | Core | Environmental | VP - Environmental | Xxxx Xxxx Xxxxx | Reorg | Environmental | VP-Environmental | Xxxx Xxxxxxx | 0 | Weekly | 0 | Labor hours | L4 | $ | — | Successful transfer of information and knowledge regarding Kentucky operations and regulations | Xxxx Xxxxxxx | Training of Xxxx Xxxxxxx to assume responsibility for corportate environmental support for the operations in Kentucky | Response to availability within one business day | |
11 | HR Employee Files | 0 | 0 | Core | HR | Manager HR | Xxxxxx Xxxxxx | Reorg | HR | Manager Benefits | Xxx Xxxxxxxx | 0 | quarterly | 0 | Labor hours | L4 | $ | — | Xxxxx Xxxxxxx | Handle the conversion of employee files | Will provide data transfer points within 48 hours of a request | ||
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 | $ | 673.08 | Xxxxx Xxxxxx | Understand and administer bonus plans and design going forward | Recipient requests help in writing and provider responds within 48 hours with availability to help | ||
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 | L3 | $ | 504.81 | Xxxxx Xxxxxx | Understand and implement Severance calculations and WARN notices | Recipient requests help in writing and provider responds within 48 hours with availability to help | ||
14 | HR Data Processes | 60 | 2 | Core | HR | Manager HR | Xxxxxx Xxxxxx | Reorg | HR | HR Rep | Xxxxxxx Xxxx | 10 | quarterly | 3 | Labor hours | L4 | $ | 261.54 | Xxxxxxx Xxxx | Celine to assist with Oracle data issues that arise in the system throughout Oracle's life | Recipient requests help in writing and provider responds within 48 hours with availability to help | ||
15 | Compensation support | 60 | 2 | Core | HR | VP XX | Xxxxx Xxxxxx Xxxx | Reorg | HR | VP HR | Xxxx Xxxx | 10 | quarterly | 3 | Labor hours | L2 | $ | 542.31 | Xxxx Xxxx | Recipient requests help in writing and provider responds within 48 hours with availability to help | |||
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 | 6) Measure of success/KPIs | 7) Who will assess service performance, e.g., recipient contact person | 8) Planned actions by recipient to build internal capabilities/knowledge, e.g., train new subject matter experts (SMEs) | 9) Guidelines for go-forward working relationships, e.g., recipient requests help in writing and provider responds within one business day with availability to help | ||
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 | $ | 392.31 | Xxxxx Xxxxxx | Recipient requests help in writing and provider responds within 48 hours with availability to help | |||
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 | $ | 523.08 | Xxxxxxx Xxxxxxx | Recipient requests help in writing and provider responds within 48 hours with availability to help | |||
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 | $ | 813.46 | |||||
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 | $ | 1,211.54 | |||||
20 | Infrastructure Support | 150 | 5 | Core | IT | VP IT | Xxxxx Xxxxx | Reorg | IT | Sr. Director IT | Xxxx Xxxxxxxxx | 160 | Monthly | 160 | Labor hours | L4 | $ | 12,553.85 | |||||
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 | $ | 3,923.08 | |||||
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 | $ | 2,353.85 | |||||
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 | L4 | $ | — | |||||
24 | Delta 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 | $ | 1,514.42 | As necessary, Reorg personnel may request background knowledge and/or expertise from employees of NewCo. | ||||
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 | $ | 1,686.92 | Making ReorgCo & CoreCo self-sufficient | Recipient Contact Person | Recipient requests help in writing/phone call and provider responds within one business day with availability to help | ||
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 | $ | 3,473.08 | |||||
27 | Mapping support and data | 180 | 6 | Core | Land | Coordinator | Xxxxxxx Xxxxx | Reorg | Land | Manager | Xxxxxxx Xxxxxxxxx | 3 | Weekly | 13 | Labor hours | L5+ | $ | 714.46 | |||||
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 | $ | 1,012.15 | |||||
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 | 6) Measure of success/KPIs | 7) Who will assess service performance, e.g., recipient contact person | 8) Planned actions by recipient to build internal capabilities/knowledge, e.g., train new subject matter experts (SMEs) | 9) Guidelines for go-forward working relationships, e.g., recipient requests help in writing and provider responds within one business day with availability to help | ||
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 | $ | 1,626.92 | Reorg Legal fully trained to provide support of Reorg Land | Xxxx Xxxxxx | Fully utilize this transition service; Work with Land Dept to gain necessary expertise | Recipient requests help via email or phone call. Provider responds within two business days with availability to help. | |
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 | $ | 1,626.92 | Reorg Legal fully trained to provide support of Reorg Benefits Dept | Xxxx Xxxxxx | Fully utilize this transition service; Work with Benefits Dept to gain necessary expertise | Recipient requests help via email or phone call. Provider responds within two business days with availability to help. | |
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 | $ | 650.77 | Reorg Legal fully trained to perform Corporate Secretary function for Reorg | Xxxx XxXxxxxxxxx | Fully utilize this transition service; Work with Reorg Board to gain necessary expertise | Recipient requests help via email or phone call. Provider responds within two business days with availability to help. | |
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 | $ | — | Reorg Legal fully trained to provide support of Reorg management and Board policy administration | Xxxx XxXxxxxxxxx & Xxxx Xxxxxx | Fully utilize this transition service; Work with Reorg management and Board to gain necessary expertise | Recipient requests help via email or phone call. Provider responds within two business days with availability to help. | |
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+ | $ | 553.85 | Reorg Legal fully trained to provide support of Reorg Corporate Secretary functions and Board meetings and actions; Reorg Paralegal able to successfully perform functions described in columns S through W | Xxxx XxXxxxxxxxx & Xxxxx Xxxxx | Fully utilize this transition service; Work with Reorg Corporate Secretary and Board to gain necessary expertise | Recipient requests help via email or phone call. Provider responds within two business days with availability to help. Recipient also spends at least 3 days per month for the first 3 months shadowing Provider | |
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 | 6) Measure of success/KPIs | 7) Who will assess service performance, e.g., recipient contact person | 8) Planned actions by recipient to build internal capabilities/knowledge, e.g., train new subject matter experts (SMEs) | 9) Guidelines for go-forward working relationships, e.g., recipient requests help in writing and provider responds within one business day with availability to help | ||
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+ | $ | — | Reorg Legal fully trained to provide Paralegal/Legal Assistant Support to Reorg Legal Dept, especially file and systems management; Reorg Paralegal able to successfully perform functions described in columns S through V | Xxxx Xxxxxx & Xxxxx Xxxxx | Fully utilize this transition service; Work with Core Legal Dept Attorneys to gain necessary expertise | Recipient requests help via email or phone call. Provider responds within two business days with availability to help. Recipient also spends at least 3 days per month for the first 3 months shadowing Provider | |
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 | $ | — | Reorg Legal fully trained to handle Reorg IP issues | Xxxx XxXxxxxxxxx | Fully utilize this transition service; Work with outside counsel to gain necessary expertise | Recipient requests help via email or phone call. Provider responds within two business days with availability to help. | |
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 | $ | 1,084.62 | |||||
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 | $ | 784.62 | hours needed per month | Xxxxx Xxxx | build skill level of internal party | ||
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 | $ | 4,442.31 | Use first 2 weeks of requests for baseline and measure reductions in assistance requests. Measure variance of number of reduction in requests for improvement | SVP-Strategic Sourcing | Documentation of shared information. | Help requests are documented via email with responder reply within 24 hour period of submission. | |
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 | $ | 4,442.31 | Use first 2 weeks of requests for baseline and measure reductions in assistance requests. Measure variance of number of reduction in requests for improvement | SVP-Strategic Sourcing | Documentation of shared information. | Help requests are documented via email with responder reply within 24 hour period of submission. | |
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 | $ | 2,019.23 | |||||
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 | $ | — | |||||
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 | |||||||
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 | 6) Measure of success/KPIs | 7) Who will assess service performance, e.g., recipient contact person | 8) Planned actions by recipient to build internal capabilities/knowledge, e.g., train new subject matter experts (SMEs) | 9) Guidelines for go-forward working relationships, e.g., recipient requests help in writing and provider responds within one business day with availability to help | ||
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 | $ | 8,076.92 | |||||
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 | $ | 25,107.69 | |||||
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 | $ | 1,569.23 | |||||
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 | $ | 11,298.46 | |||||
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 | $ | 1,569.23 | |||||
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 | $ | 4,446.15 | |||||
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 | $ | 1,883.08 | Bank accounts for Core opened by emergence | ||||
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 | $ | 8,682.69 | |||||
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 | $ | 4,341.35 | Successful transition/duplication of local, regional, and national media relationships to communications team at NewCo; transfer of knowledge (and training where necessary) for comms professionals at NewCo regarding media relations history of core assets, key data on target media markets, and any needed support duties; and the set-up of a functional PIER system for NewCo and training support. | Xxxx Xxxxxxx will track and assess service performance. | Knowledge transfer and as-needed training will begin on day one of the TSA; NewCo comms professionals will handle actual media interactions for NewCo and, over the term of the TSA, will work to do so with reducing support from ReorgCo under the TSA; and PIER training will occur concurrently with setting up the new PIER system. | Time allotments for knowledge transfer and training will be pre-set and agreed upon by both parties of the TSA on a weekly basis. Additional media support will be requested on a needs-basis when issues arise where consultation with ReorgCo professional is necessary, but such interactions will be tracked and documented. Setting up the PIER system for NewCo, and associated system training, will be front-loaded and more time intensive during the first 30-60 days of the TSA term. Again, specific time allotments will be discussed in advance on a weekly basis and tracked. | |
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 | $ | 784.62 | Successful integration and use of the Delta Environmental database to manage data and generate reports | Xxxx Xxxx Xxxxx | Training of Xxxx Xxxx Xxxxx and staff to run reports without assistance from Reorg. | Response to availability within one business day | |
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 | $ | 196.15 | Assistance with respect to ownership and control file updates for Core, leading to successful permit transfers | Xxxx Xxxx Xxxxx | Short term support service that will be replaced by Core team once Core is set up in all states | Response to availability within one business day | |
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 | 6) Measure of success/KPIs | 7) Who will assess service performance, e.g., recipient contact person | 8) Planned actions by recipient to build internal capabilities/knowledge, e.g., train new subject matter experts (SMEs) | 9) Guidelines for go-forward working relationships, e.g., recipient requests help in writing and provider responds within one business day with availability to help | ||
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 | $ | 392.31 | Successful transfer of permits to Core from Reorg | Xxxx Xxxx Xxxxx | Short term support service that may be addressed in a Permit Transfer Agreement as well | Response to availability within one business day | |
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 | $ | 261.54 | Development and implementation of an Environmental Management System | Xxxx Xxxx Xxxxx | Xxxxxx to provide resource to Xxxxx in development and adaptation of existing ANR EMS to Core. Upon completion, no further development services will be needed. | Response to availability within one business day | |
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 | $ | 3,834.89 | Xxxxxxx Xxxxxxx | Recipient requests help in writing and provider responds within 48 hours with availability to help | |||
15 | Payroll/tax support | 180 | 6 | Reorg | HR | Director Payroll | Xxxxxxx Xxxxxxx | Core | HR | Analyst Payroll | Xxxxxx Xxxxxx | 16 | quarterly | 5 | Labor hours | L3 | $ | 538.46 | Xxxxxx Xxxxxx | Recipient requests help in writing and provider responds within 48 hours with availability to help | |||
16 | Mail forwarding services | 180 | 6 | Reorg | HR | Receptionist | Xxxxxxx Xxxxxx | Core | HR | Mail expeditor | Xxxxx Xxxxxx | 5 | weekly | 22 | Labor hours | L5+ | $ | 1,190.77 | |||||
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 | $ | — | Within 60 days all relative telecommunication services will be transferred to new NewCo accounts. Adding one additional month to allow for catch up in billing. | Provider wil actively work on transitioning accounts, keeping Recipient involved as appropriate. | ||||
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 | $ | — | Within 60 days all remaining Wireless accounts will be tranferred to the appropriate NewCo accounts. | Provider wil actively work on transitioning accounts, keeping Recipient involved as appropriate. | ||||
19 | File Access | 180 | 6 | Reorg | IT | Sr. Director IT | Xxxx Xxxxxxxxx | Core | IT | VP IT | Xxxxx Xxxxx | 0 | Monthly | 0 | Labor hours | L4 | $ | — | As a one-time event, IT will make available copies of all NewCo employee Y drive and Exchange data. | For a period of 180 days post-close, if a Reorg employee is hired by NewCo, NewCo can submit a written request to the General Counsel of Reorg asking to receive an electronic copy of the former employee's electronic data (Y drive, Exchange). | |||
20 | Email Forwarding | 30 | 1 | Reorg | IT | Sr. Director IT | Xxxx Xxxxxxxxx | Core | IT | VP IT | Xxxxx Xxxxx | 24 | Monthly | 24 | Labor hours | L5+ | $ | 1,329.23 | N/A | For a period of 30 days, Reorg IT will forward email received by NewCo employees to their new xxxxxxxxxxxxx.xxx email address. | |||
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 | 6) Measure of success/KPIs | 7) Who will assess service performance, e.g., recipient contact person | 8) Planned actions by recipient to build internal capabilities/knowledge, e.g., train new subject matter experts (SMEs) | 9) Guidelines for go-forward working relationships, e.g., recipient requests help in writing and provider responds within one business day with availability to help | ||
21 | Software Application Licensing | 210 | 7 | Reorg | IT | Sr. Director IT | Xxxx Xxxxxxxxx | Core | IT | VP IT | Xxxxx Xxxxx | 0 | Monthly | 0 | Non-personnel dollars | L4 | $ | — | Reorg will provide various temporary software access to NewCo, including but not limited to: - Read/Report access to Oracle EBS R12 - Microsoft Windows/Office licensing - OSISoft licensing (prep plant monitoring) | ||||
22 | Software Support | 210 | 7 | Reorg | IT | Sr. Director IT | Xxxx Xxxxxxxxx | Core | IT | VP IT | Xxxxx Xxxxx | 120 | Monthly | 120 | Labor hours | L5+ | $ | 6,646.15 | To the extent necessary, Reorg will provide NewCo software support for any transition software application. | ||||
23 | Infrastructure Support | 180 | 6 | Reorg | IT | Sr. Director IT | Xxxx Xxxxxxxxx | Core | IT | VP IT | Xxxxx Xxxxx | 80 | Monthly | 80 | Labor hours | L4 | $ | 6,276.92 | New Infrastructure employees will become familiar with the NewCo footprint during the TSA period. | As required, NewCo may request Infrastructure support (generally historical knowledge or expertise) of reorg by emailing xxxxxxx@xxxxxxx.xxx. | |||
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+ | $ | 1,384.62 | New Client Services employees will become familiar with the NewCo footprint during the TSA period. | As required, NewCo may request Client Services support (generally historical knowledge and/or expertise) of reorg by emailing xxxxxxx@xxxxxxx.xxx. | |||
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 | $ | 674.77 | |||||
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 | $ | 674.77 | |||||
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 | $ | 337.38 | |||||
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 | 6) Measure of success/KPIs | 7) Who will assess service performance, e.g., recipient contact person | 8) Planned actions by recipient to build internal capabilities/knowledge, e.g., train new subject matter experts (SMEs) | 9) Guidelines for go-forward working relationships, e.g., recipient requests help in writing and provider responds within one business day with availability to help | ||
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 | $ | 1,626.92 | Core Legal fullty trained to provide support of Core Environmental and Ops | Xxxxx Xxxxx | Fully utilize this transition service; Work with Environmental and Ops Depts to gain necessary expertise | Recipient requests help via email or phone call. Provider responds within two business days with availability to help. | |
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+ | $ | 553.85 | Core Legal fully trained to provide Paralegal/Legal Assistant Support to Core Legal Dept, especially Litigation Support and Reporting; Core Assist. To Corp. Sec./Legal Assistant able to successfully perform functions described in columns S through V | Xxxxxxx Xxxxxxxxx & Xxxx Xxxx | Fully utilize this transition service; Work with Core Legal Dept Attorneys to gain necessary expertise | Recipient requests help via email or phone call. Provider responds within two business days with availability to help. Recipient also spends at least 3 days per month for the first 3 months shadowing Provider | |
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+ | $ | 553.85 | hours needed per month | Xxxxx Xxxxxxxx | new IT on Core side to have full access and understanding | ||
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 | $ | 784.62 | hours needed per month | Xxx Xxxxx | Find internal or train internal / low cost vendor | ||
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+ | $ | 369.23 | Hours per quarter needed to comply | Xxxxxx Xxxxxx | Move equipment as needed, or sell back to Non-Core or outside party | ||
33 | Assessment processing | 180 | 6 | ReOrg | Other | Administrative Asst | Xxxxx Xxxxx | Core | Other | Safety Clerk | Xxxx Xxxxx | 5 | weekly | 22 | Labor hours | L5+ | $ | 1,190.77 | Zero Delinquent Notices | Xxxxxx | Install Assessment Processing system in Core | Core monitors paid and contested assessments weekly and coordinates with ReOrg to rectify any discrepancies | |
34 | Respirable Dust Rule Expertise | 180 | 6 | ReOrg | Other | Director | Xxxxxx Xxxxxxx | Core | Other | VP Safety | Xxxxx Xxxxxx | 4 | weekly | 17 | Labor hours | L3 | $ | 1,736.54 | resp. dust citations/issues | Xxxxxx | Train new subject matter experts | Core monitors resp. dust citations, issues/ etc | |
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 | $ | — | ||||||
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 | 6) Measure of success/KPIs | 7) Who will assess service performance, e.g., recipient contact person | 8) Planned actions by recipient to build internal capabilities/knowledge, e.g., train new subject matter experts (SMEs) | 9) Guidelines for go-forward working relationships, e.g., recipient requests help in writing and provider responds within one business day with availability to help | ||
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 | $ | 4,442.31 | Use first 2 weeks of requests for baseline and measure reductions in assistance requests. Measure variance of number of reduction in requests for improvement | Director-Strategic Sourcing | Documentation of shared information. | Help requests are documented via email with responder reply within 24 hour period of submission. | |
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 | $ | 4,442.31 | Use first 2 weeks of requests for baseline and measure reductions in assistance requests. Measure variance of number of reduction in requests for improvement | Director-Strategic Sourcing | Documentation of shared information. | Help requests are documented via email with responder reply within 24 hour period of submission. | |
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 | $ | 4,442.31 | Use first 2 weeks of requests for baseline and measure reductions in assistance requests. Measure variance of number of reduction in requests for improvement | Director-Strategic Sourcing | Documentation of shared information. | Help requests are documented via email with responder reply within 24 hour period of submission. | |
40 | Bristol office space | 60 | 2 | Reorg | HR | VP HR | Xxxx Xxxx | Core | Land | SVP Land | Xxxxx Xxxxxxxx | 0 | Monthly | 0 | 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 | $ | — | ||||||
