SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of June 30, 2006 among Consolidated Energy, Inc., a Wyoming corporation (the "Company"), and each purchaser identified on the signature pages hereto (each,...Securities Purchase Agreement • July 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining • New York
EXHIBIT D SECURITY AGREEMENT SECURITY AGREEMENT, dated as of June 30, 2006 (this "Agreement"), among Consolidated Energy, Inc., a Wyoming corporation (the "Company") and all of the Subsidiaries of the Company (such subsidiaries, the "Guarantors") (the...Security Agreement • July 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining • New York
EXHIBIT B REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of June 30, 2006, among Consolidated Energy, Inc., a Wyoming corporation (the "Company"), and the several purchasers signatory...Registration Rights Agreement • July 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining
EXHIBIT I --------- SUBORDINATION AGREEMENT ----------------------- June 30, 2006 To: [Purchasers] In order to induce the Purchasers to purchase the Variable Rate Original Issue Discount Convertible Secured Debentures due June 30, 2008 (the...Subordination Agreement • July 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining
EXHIBIT A NEITHER THIS SECURITY NOR THE ISSUANCE TO THE HOLDER OF THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Convertible Note Agreement • July 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining • New York
EXHIBIT E SUBSIDIARY GUARANTEE This SUBSIDIARY GUARANTEE, dated as of June 30, 2006 (the "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the "Guarantors"), in...Subsidiary Guarantee • July 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining • New York
EXHIBIT A NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...Convertible Security Agreement • July 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining • New York
RECITALSInter-Creditor Agreement • July 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining • New York
EXHIBIT N NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...Security Agreement • July 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining
EXHIBIT J --------- BLOCKED ACCOUNT AGREEMENT ------------------------- THIS BLOCKED ACCOUNT AGREEMENT ("Agreement"), is made and entered into as of this 30th day of June, 2006, by and among Community Trust and Investment Company, a Kentucky...Blocked Account Agreement • July 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining • New York
EXHIBIT K CONTROL ACCOUNT AND SECURITY AGREEMENT -------------------------------------- THIS CONTROL ACCOUNT AND SECURITY AGREEMENT (this "Agreement") is made as of June 30, 2006, by and among Consolidated Energy, Inc., a Wyoming corporation (the...Control Account and Security Agreement • July 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining • New York
UNSECURED DEBT SECURITIES PURCHASE AGREEMENT This Unsecured Debt Securities Purchase Agreement (this "Agreement") is dated as of July ___, 2006 among Consolidated Energy, Inc., a Wyoming corporation (the "Company"), and each purchaser identified on...Unsecured Debt Securities Purchase Agreement • July 17th, 2006 • Consolidated Energy Inc • Bituminous coal & lignite mining • New York
