ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • March 7th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders
This Administrative Services Agreement (the “Agreement”) entered into this 11th day of October, 2011, but effective as of the 1st day of January, 2011 (the “Effective Date”) by and among Armstrong Energy, Inc. (“Armstrong Energy”), a Delaware corporation formerly known as Armstrong Land Company, LLC with an address of 7733 Forsyth Boulevard, Suite 1625, St. Louis, Missouri 63105, Armstrong Resource Partners, L.P. (“ARP”), a Delaware limited partnership formerly known as Elk Creek, L.P., having an address of 7733 Forsyth Boulevard, Suite 1625, St. Louis, Missouri 63105, and Elk Creek GP, LLC (“Elk Creek GP”), a Delaware limited liability company and the managing general partner of ARP having an address of 7733 Forsyth Boulevard, Suite 1625, St. Louis, Missouri 63105.
OPTION AMENDMENT, OPTION EXERCISE AND MEMBERSHIP INTEREST PURCHASE AGREEMENTOption Amendment, Option Exercise and Membership Interest Purchase Agreement • March 7th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders • New York
Subject, however, to the following rights existing as of the Effective Date: oil and gas lease rights, public roads, public drainage ditches, easements for power lines, pipelines, railroads and rights-of-way, telephone lines, buried cables and all other easements and reservations.
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • March 7th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders • Kentucky
This Membership Interest Purchase Agreement (the “Contract”), made as of this 29th day of December, 2011 (“Contract Date”) by and between: WESTERN DIAMOND LLC, a Nevada limited liability company, and WESTERN LAND COMPANY, LLC, a Kentucky limited liability company, (hereinafter “Sellers”) agree to sell, and ARMSTRONG RESOURCE PARTNERS, L.P., a Delaware limited partnership (“Buyer”), agrees to buy all of Seller’s right, title and membership interest in Armstrong Conveyance I, LLC (“AC”), a Delaware limited liability company, representing 100% of the membership interests of AC (the “Membership Interests”), upon the terms and conditions set forth herein.
ROYALTY DEFERMENT AND OPTION AGREEMENTRoyalty Deferment and Option Agreement • March 7th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders • Kentucky
This Royalty Deferment and Option Agreement (the “Agreement”) entered into this 11th day of October, 2011, but effective as of February 9, 2011, by and between Armstrong Coal Company, Inc. (“Armstrong”), Western Diamond LLC (“WD”) and Western Land Company, LLC (“WLC”) (Armstrong, together with WD and WLC, collectively referred to herein as the “Armstrong Entities”), and Western Mineral Development, LLC (“WMD”) and Ceralvo Holdings, LLC (“Ceralvo,” and together with WMD, the “ARP Entities”) (collectively, the “Parties”).
ASSIGNMENT OF LIMITED PARTNERSHIP UNITSAssignment of Limited Partnership Units • March 7th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders
THIS ASSIGNMENT OF LIMITED PARTNERSHIP UNITS (this “Assignment”) dated as of January 25, 2012 (the “Effective Date”), is made by and among J. HORD ARMSTRONG, III, an individual residing in the State of Missouri (“Assignor”), and ARMSTRONG RESOURCE PARTNERS, L.P, a Delaware limited partnership (“Assignee”);
SUBSCRIPTION AGREEMENTSubscription Agreement • March 7th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders • Delaware
The undersigned (“Subscriber”), acknowledges that such Subscriber has received copies of and has carefully reviewed and considered the documents pertaining to the initial creation, organization and capitalization of Armstrong Resource Partners, L.P., a Delaware limited partnership (the “Partnership”).
ASSIGNMENT OF LIMITED PARTNERSHIP UNITSAssignment of Limited Partnership Units • March 7th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders
THIS ASSIGNMENT OF LIMITED PARTNERSHIP UNITS (this “Assignment”) dated as of January 25, 2012 (the “Effective Date”), is made by and among MARTIN D. WILSON, an individual residing in the State of Missouri (“Assignor”), and ARMSTRONG RESOURCE PARTNERS, L.P, a Delaware limited partnership (“Assignee”);
