REAL ESTATE LEASEReal Estate Lease • May 4th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders • Kentucky
This Lease Agreement (this “Lease”) is dated August 1, 2009, by and between David R. Cobb and Rebecca K. Cobb (“Landlord”), and Armstrong Coal Company, Inc (“Tenant”). The parties agree as follows:
CREDIT AND COLLATERAL SUPPORT FEE, INDEMNIFICATION AND RIGHT OF FIRST REFUSAL AGREEMENTCredit and Collateral Support Fee, Indemnification and Right of First Refusal Agreement • May 4th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders • New York
This Credit and Collateral Support Fee, Indemnification and Right of First Refusal Agreement (the “Agreement”) is executed as of February 9, 2011 by and between Armstrong Land Company, LLC, a Delaware limited liability company (“Armstrong”), and each of the other parties designated as “Armstrong Entities” on the signature pages hereto (Armstrong, together with the other undersigned Armstrong Entities herein collectively referred to as the “Armstrong Entities”), and Elk Creek, L.P., a Delaware limited partnership (“Elk Creek”), and each of the other parties designated as “Elk Creek Entities” on the signature pages hereto (Elk Creek, together with the other undersigned Elk Creek Entities herein collectively referred to as the “Elk Creek Entities”). Contemporaneously herewith, the Armstrong Entities and Elk Creek have entered into that certain Option Amendment, Option Exercise and Membership Interest Purchase Agreement (the “Option and Purchase Agreement”). Capitalized terms used herein a
Corporate Fuels & By-Products 220 West Main Street Louisville, KY 40202Coal Supply Agreement • May 4th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders
This letter restates and amends our letter to you dated August 1, 2008 in its entirety and is to amend the Base Price parameters noted below of the above referenced Coal Supply Agreement, but only with respect to the time periods as described below. Louisville Gas and Electric Company and Kentucky Utilities Company agree the following revised pricing will apply to all coal shipped via truck to Yellow Banks Dock during the time periods noted below.
FUEL PURCHASE ORDER: L08046 AMENDMENT NO. 1Fuel Purchase Order • May 4th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders
Corporate Fuels & By-Products 220 West Main Street Louisville, KY40202Coal Supply Agreement • May 4th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders
This letter is to amend the Base Price parameters noted below of the above referenced Coal Supply Agreement, but only with respect to the time period as described below.
ARMSTRONG RESOURCE PARTNERS, L.P. Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • May 4th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders • New York
RAYMOND JAMES & ASSOCIATES, INC. FBR CAPITAL MARKETS & CO. as Representatives of the several Underwriters c/o Raymond James & Associates, Inc. 880 Carillon Parkway Saint Petersburg, FL 33716
CONTRACT TO SELL REAL ESTATEContract to Sell Real Estate • May 4th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders • Kentucky
This Contract to Sell Real Estate (the “Contract”), made as of this 11th day of October, 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 WESTERN MINERAL DEVELOPMENT, LLC, a Delaware limited liability company (“Buyer”), agrees to buy, a partial undivided interest in that certain real property and coal reserves described in the Exhibit A attached hereto and made a part hereof (the “Property”), subject to the exclusions and exceptions set forth thereon, as further described below.
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ARMSTRONG RESOURCE PARTNERS, L.P.Limited Partnership Agreement • May 4th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ARMSTRONG RESOURCE PARTNERS, L.P., dated as of , 2012 is entered into by and among Elk Creek GP, LLC, a Delaware limited liability company, as the General Partner, and Yorktown Energy Partners VII, L.P., a Delaware limited partnership (“Yorktown VII”), Yorktown Energy Partners VIII, L.P., a Delaware limited partnership (“Yorktown VIII”), and Yorktown Energy Partners IX, L.P., a Delaware limited partnership (“Yorktown IX”), as the initial limited partners of the Partnership (sometimes individually referred to as an “ Initial Limited Partner” and collectively as the “Initial Limited Partners”), together with any other Persons who become Partners in the Partnership as provided herein.
Tennessee Valley Authority Coal Acquisition & Supply 1101 Market Street, MR 2A Chattanooga, Tennessee 37402-2801 CONTRACT SUPPLEMENTCoal Acquisition & Supply Contract Supplement • May 4th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders
This confirms the October 1, 2009, agreement reached between both parties relative to freeze proofing deliveries under the subject contracts.
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ARMSTRONG RESOURCE PARTNERS, L.P.Amendment to the Agreement of Limited Partnership • May 4th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders • Delaware
This Amendment No. 1 (this “Amendment”) to the Amended and Restated Agreement of Limited Partnership of Armstrong Resource Partners, L.P., a Delaware limited partnership (the “Partnership”), is entered into effective as of January 1, 2012, by Elk Creek GP, LLC, a Delaware limited liability company (the “General Partner”), as the general partner of the Partnership. Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.
CONTRACT FOR PURCHASE AND SALE OF COAL BETWEEN ARMSTRONG COAL COMPANY, INC. AND TENNESSEE VALLEY AUTHORITYPurchase and Sale Agreement • May 4th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders
THIS AGREEMENT, is made and entered into this 10th day of September, 2008 by and between TENNESSEE VALLEY AUTHORITY, a corporation organized and existing under an Act of Congress (hereinafter called “TVA”), and Armstrong Coal Company, Inc., a Delaware corporation with its principal place of business located at 7701 Forsyth Boulevard, 10th Floor, St. Louis, Missouri 63105 (hereinafter called “Contractor”).
COAL SUPPLY AGREEMENT BETWEEN ARMSTRONG COAL COMPANY, INC. AND LOUISVILLE GAS & ELECTRIC COMPANY and KENTUCKY UTILTIES COMPANY Effective January 1, 2008Coal Supply Agreement • May 4th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders • Kentucky
This is a coal supply agreement (the “Agreement”) dated as of January 1, 2008 between LOUISVILLE GAS AND ELECTRIC COMPANY (“LG&E”) and KENTUCKY UTILITIES COMPANY (“KU”), each a Kentucky corporation, with a common address at 220 West Main Street, Louisville, Kentucky 40202 (LG&E and KU are each individually sometimes herein called a “Buyer” as more particularly described below) and ARMSTRONG COAL COMPANY, INC. (“Seller”) a Delaware corporation with an address at 407 Brown Road, Madisonville, Kentucky 42431.
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • May 4th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders
This Settlement Agreement and Release (this “Settlement and Release”) is made as of this 22 day of December, 2009 by and between Louisville Gas and Electric Company (“LG&E”) and Kentucky Utilities Company (“KU”), whose common address is 220 West Main Street, Louisville, Kentucky 40202, and Armstrong Coal Company, Inc. (“Armstrong”), whose address is 407 Brown Road, Madisonville, Kentucky 42431.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 4th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of December 29, 2011, and is made by and among ARMSTRONG COAL COMPANY, INC., a Delaware corporation, ARMSTRONG ENERGY, INC., a Delaware corporation (and formerly known as Armstrong Land Company, LLC and Armstrong Land Company, Inc.), 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 ARMSTRONG RESOURCE PARTNERS, L.P., a Delaware limited partnership (and formerly known as Elk Creek, L.P.) (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
TENNESSEE VALLEY AUTHORITY COAL SUPPLY & ORIGINATION 1101 Market Street, MR 2A-C Chattanooga, Tennessee 37402-2801 CONTRACT SUPPLEMENTContract Supplement • May 4th, 2012 • Armstrong Resource Partners, L.P. • Mineral royalty traders
This confirms the following recent agreement between the parties, involving Tate Rich representing Armstrong Coal Company, Inc. (“Armstrong”), and Connie Gazaway representing TVA:
