CLOUD PEAK ENERGY RESOURCES LLC and CLOUD PEAK ENERGY FINANCE CORP. $300,000,000 8.250% Senior Notes due 2017 $300,000,000 8.500% Senior Notes due 2019 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 2nd, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York
Cloud Peak Energy Resources LLC, a Delaware limited liability company (the “Issuer”) and Cloud Peak Energy Finance Corp., a Delaware corporation (the “Co-Issuer” and together with the Issuer, the “Issuers”), propose to issue and sell to Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC and RBC Capital Markets Corporation, as representatives of the initial purchasers (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated November 20, 2009 (the “Purchase Agreement”), U.S.$300,000,000 aggregate principal amount of their 8.250% Senior Notes due 2017 (the “2017 Notes”) and U.S.$ 300,000,000 aggregate principal amount of their 8.500% Senior Notes due 2019 (the “2019 Notes” and together with the 2017 Notes, the “Initial Securities”) to be unconditionally guaranteed (the “Guaranties”) by the guarantors party hereto (the “Guarantors” and together with the Issuers, the “Company”). The Initial Securities will be issued pursuant to an I
CREDIT AGREEMENT dated as of November 25, 2009 among CLOUD PEAK ENERGY RESOURCES LLC the LENDERS party hereto, the ISSUING BANKS party hereto, and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Swingline LenderCredit Agreement • December 2nd, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York
CREDIT AGREEMENT dated as of November 25, 2009 among CLOUD PEAK ENERGY RESOURCES LLC, as Borrower, the LENDERS party hereto, the ISSUING BANKS party hereto, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Swingline Lender, MORGAN STANLEY SENIOR FUNDING, INC., CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH and RBC CAPITAL MARKETS, as Joint Lead Arrangers and Joint Bookrunners, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH and RBC CAPITAL MARKETS as Joint Syndication Agents, CALYON NEW YORK BRANCH and JPMORGAN CHASE BANK, N.A. and THE BANK OF NOVA SCOTIA, SOCIETE GENERALE, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Joint Documentation Agents.
GUARANTEE AND SECURITY AGREEMENT dated as of November 25, 2009 among CLOUD PEAK ENERGY RESOURCES LLC the GUARANTORS party hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative AgentGuarantee and Security Agreement • December 2nd, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York
AGREEMENT dated as of November 25, 2009 among CLOUD PEAK ENERGY RESOURCES LLC, a Delaware limited liability company, as Borrower, the GUARANTORS party hereto and MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as Administrative Agent.
Cloud Peak Energy Resources LLC and Cloud Peak Energy Finance Corp. as Issuers the Guarantors party hereto and Wilmington Trust Company as Trustee and Citibank, N.A. as Securities AdministratorSupplemental Indenture • December 2nd, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining • New York
INDENTURE, dated as of November 25, 2009, among Cloud Peak Energy Resources LLC, a Delaware limited liability company, as the Company, Cloud Peak Energy Finance Corp., a Delaware corporation, as the Co-Issuer, and together with the Company, the Issuers, the Guarantors party hereto and Wilmington Trust Company, a Delaware banking corporation, as Trustee and Citibank, N.A., a national banking association, as Securities Administrator.
ESCROW AGREEMENTEscrow Agreement • December 2nd, 2009 • Cloud Peak Energy Inc. • Bituminous coal & lignite surface mining
THIS ESCROW AGREEMENT is entered into and effective this 25th day of November, 2009 by and among SunTrust Bank (“Escrow Agent” or “Bank”), Rio Tinto Energy America Inc., a Delaware corporation (“RTEA”), and Cloud Peak Energy Resources LLC, a Delaware limited liability company (“CPE”) (collectively the “Parties”);
