EMPLOYMENT AGREEMENTEmployment Agreement • October 12th, 2011 • Armstrong Resource Partners, L.P. • Missouri
This Employment Agreement (the “Agreement”) is made as of the 1st day of October, 2011 by and between Armstrong Energy, Inc. (the “Company”) with offices at 7733 Forsyth Boulevard, Suite 1625, St. Louis, Missouri 63105; and Martin D. Wilson (the “Executive”) of 12 Babler Lane, St. Louis, Missouri 63124.
EMPLOYMENT AGREEMENTEmployment Agreement • October 12th, 2011 • Armstrong Resource Partners, L.P. • Missouri
This Employment Agreement (“Agreement”) is entered into this 1st day of October, 2011, by and between Armstrong Energy, Inc. (“Employer”), 7733 Forsyth Boulevard, Suite 1625, St. Louis, Missouri 63105 and J. Richard Gist (“Gist”), 1310 Christmas Valley Drive, Wildwood, Missouri 63005.
COAL MINING LEASECoal Mining Lease • October 12th, 2011 • Armstrong Resource Partners, L.P. • Kentucky
THIS COAL MINING LEASE (the “Lease”), made this 27th day of October, 2010, (the “Effective Date”) between Alcoa Fuels, Inc., an Indiana corporation of 4700 Darlington Road, Newburgh, Indiana 47630 (“Lessor”), and Armstrong Coal Company, Inc., a Delaware corporation, with an address of 407 Brown Road, Madisonville, Kentucky 42431 (“Lessee”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 12th, 2011 • Armstrong Resource Partners, L.P. • Missouri
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into this 1st day of June, 2007 by and between Armstrong Coal Co. (“Employer”), 7701 Forsyth Boulevard, Suite 1000, St. Louis, Missouri 63105 and Kenneth E. Allen (“Allen”), 6100 White Plains Road, White Plains, Kentucky 42464
ARMSTRONG RESOURCE PARTNERS, L.P. RESTRICTED UNIT AWARD AGREEMENTRestricted Unit Award Agreement • October 12th, 2011 • Armstrong Resource Partners, L.P. • Delaware
This Restricted Unit Award Agreement (the “Agreement”) is made this 1st day of October, 2011 (the “Effective Date”), between ARMSTRONG RESOURCE PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), and Martin D. Wilson (“Grantee”).
AMENDED OVERRIDING ROYALTY AGREEMENTOverriding Royalty Agreement • October 12th, 2011 • Armstrong Resource Partners, L.P. • Kentucky
This Amended Overriding Royalty Agreement (this “Agreement”) is made and entered into as of the 3rd day of December, 2008, by and among Western LAND Company, LLC (“Western Land”), a Kentucky limited liability company, Western Diamond, LLC (“Western Diamond”), a Nevada limited liability company, Ceralvo Holdings, LLC (“Ceralvo”), a Delaware limited liability company, Armstrong Mining, Inc. (“Armstrong Mining”), a Delaware corporation, Armstrong Coal Company, Inc., a Delaware corporation (“Armstrong Coal”), Armstrong Land Company, LLC (“Armstrong Land”), a Delaware limited liability company (together, with each of the foregoing and their respective successors and assigns, the “Armstrong Parties”), and Mr. David R. Cobb (“Cobb”), 3575 Brown Road, Madisonville, Kentucky 42431 (collectively, the “Parties).
AMENDED OVERRIDING ROYALTY AGREEMENTOverriding Royalty Agreement • October 12th, 2011 • Armstrong Resource Partners, L.P. • Kentucky
This Amended Overriding Royalty Agreement (this “Agreement”) is made and entered into as of the 3rd day of December, 2008, by and among Western Land Company, LLC (“Western Land”), a Kentucky limited liability company, Western Diamond, LLC (“Western Diamond”), a Nevada limited liability company, Ceralvo Holdings, LLC (“Ceralvo”), a Delaware limited liability company, Armstrong Mining, Inc. (“Armstrong Mining”), a Delaware corporation, Armstrong Coal Company, Inc., a Delaware corporation (“Armstrong Coal”), Armstrong Land Company, LLC (“Armstrong Land”), a Delaware limited liability company (together, with each of the foregoing and their respective successors and assigns, the “Armstrong Parties”), and Mr. Kenneth E. Allen (“Allen”), 6100 White Plains Road, White Plains, Kentucky 42464 (collectively, the “Parties).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 12th, 2011 • Armstrong Resource Partners, L.P. • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of July 1, 2011, and is made by and among ARMSTRONG COAL COMPANY, INC., a Delaware corporation, ARMSTRONG LAND COMPANY, LLC, a Delaware limited liability company, WESTERN MINERAL DEVELOPMENT, LLC, a Delaware limited liability company, WESTERN DIAMOND LLC, a Nevada limited liability company, WESTERN LAND COMPANY, LLC, a Kentucky limited liability company, and ELK CREEK, L.P., a Delaware limited partnership (each a “Borrower” and collectively, the “Borrowers”), the GUARANTORS PARTY HERETO (individually a “Guarantor” and collectively, the “Guarantors”, and together with the Borrowers, the “Loan Parties”), the FINANCIAL INSTITUTIONS PARTY HERETO (individually a “Lender” and collectively, the “Lenders”) and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders (the “Administrative Agent”).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP ARMSTRONG RESOURCE PARTNERS, L.P. October 1, 2011Limited Partnership Agreement • October 12th, 2011 • Armstrong Resource Partners, L.P. • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of Armstrong Resource Partners, L.P. (the “Partnership”), dated as of October 1, 2011, is made by and among Elk Creek GP, LLC, a Delaware limited liability company (the “General Partner”), as the general partner of the Partnership, and Yorktown Energy Partners VII, L.P., a Delaware limited partnership (“Yorktown VII”), and Yorktown Energy Partners VIII, L.P., a Delaware limited partnership (“Yorktown VIII,” and together with Yorktown VII, “Yorktown”), as the limited partners of the Partnership (sometimes individually referred to as a “Limited Partner” and collectively as the “Limited Partners”). Capitalized terms used herein and not defined shall have those meanings ascribed to them in the Original Agreement and elsewhere in this Agreement.
