GUARANTY AGREEMENT (Purchaser Guarantor)Guaranty Agreement • July 1st, 2015 • Cil&d, LLC • Refuse systems • California
THIS GUARANTY AGREEMENT (this “Guaranty”), dated as of June 29, 2015, is made by EAGLE MOUNTAIN LLC, a Delaware limited liability company (“Guarantor”), for the benefit of CIL&D, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).
PLEDGE AGREEMENT (Purchaser Guarantor)Pledge Agreement • July 1st, 2015 • Cil&d, LLC • Refuse systems • California
THIS PLEDGE AGREEMENT (this “Agreement”) dated as of June 29, 2015, is made by EAGLE MOUNTAIN LLC, a Delaware limited liability company (“Pledgor”), for the benefit of CIL&D, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).
MASTER ACCESS AND JOINT USE AGREEMENTMaster Access and Joint Use Agreement • July 1st, 2015 • Cil&d, LLC • Refuse systems • California
This MASTER ACCESS AND JOINT USE AGREEMENT (“Agreement”) is made and entered into effective as of the Closing Date, by and between EAGLE MOUNTAIN MINING & RAILROAD COMPANY, LLC, a Delaware limited liability company (“EMMR”) and KAISER EAGLE MOUNTAIN, LLC, a Delaware limited liability company (“KEM”). EMMR and KEM are sometimes referred to as the “Parties”, or individually as a “Party”.
PURCHASE AND SALE AGREEMENT AMONG CIL&D, LLC KAISER EAGLE MOUNTAIN, LLC EAGLE MOUNTAIN MINING & RAILROAD COMPANY, LLC EAGLE MOUNTAIN ACQUISITION LLC, EAGLE MOUNTAIN LLC AND EAGLE CREST ENERGY COMPANYUnits Purchase Agreement • July 1st, 2015 • Cil&d, LLC • Refuse systems • California
This PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into on the 25th day of June, 2015 (the “Effective Date”), by and among CIL&D, LLC, a Delaware limited liability company (“Seller”), KAISER EAGLE MOUNTAIN, LLC, a Delaware limited liability company and wholly-owned subsidiary of Seller (“KEM”), EAGLE MOUNTAIN MINING & RAILROAD, LLC, a Delaware limited liability company and wholly-owned subsidiary of Seller (“EMMR”), EAGLE MOUNTAIN ACQUISITION LLC, a Delaware limited liability company (“Buyer”), EAGLE MOUNTAIN LLC, a Delaware limited liability company (“Parent”), and EAGLE CREST ENERGY COMPANY, a California corporation (“Eagle Crest”). Seller, KEM, EMMR, Buyer, Parent and Eagle Crest are individually referred to herein as a “Party” and collectively as the “Parties.” Buyer, Parent and Eagle Crest are also sometimes individually referred to as a “Buyer Party” and collectively as the “Buyer Parties.” Seller, KEM and EMMR are also sometimes individually referred to as a “Seller
WATER AND UTILITIES JOINT USE AGREEMENTWater and Utilities Joint Use Agreement • July 1st, 2015 • Cil&d, LLC • Refuse systems • California
This WATER AND UTILITIES JOINT USE AGREEMENT (“Agreement”) is made and entered into effective as of the Closing Date, by and between EAGLE MOUNTAIN MINING & RAILROAD COMPANY, LLC, a Delaware limited liability company (“EMMR”) and KAISER EAGLE MOUNTAIN, LLC, a Delaware limited liability company (“KEM”). EMMR and KEM are sometimes referred to as the “Parties”, or individually as a “Party”.
EAGLE MOUNTAIN RAILROAD AGREEMENTEagle Mountain Railroad Agreement • July 1st, 2015 • Cil&d, LLC • Refuse systems • California
This EAGLE MOUNTAIN RAILROAD AGREEMENT (“Agreement”) is dated as of Closing Date as specified below and is by and between KAISER EAGLE MOUNTAIN, LLC, a Delaware limited liability company (“KEM”), and EAGLE MOUNTAIN MINING & RAILROAD COMPANY, LLC, a Delaware limited liability company (“EMMR”). KEM and EMMR are sometimes referred to individually in this Agreement as a “Party” and collectively as the “Parties.”
LIMITED RECOURSE GUARANTY AGREEMENT (ECEC Shareholders)Limited Recourse Guaranty Agreement • July 1st, 2015 • Cil&d, LLC • Refuse systems • California
THIS LIMITED RECOURSE GUARANTY AGREEMENT (this “Guaranty”), dated as of June 29, 2015, is made by each of the shareholders and security holders of Eagle Crest Energy Company, a California corporation (“ECEC”), listed on Schedule 1 attached hereto (each shareholder and security holder, a “Guarantor” and together, the “Guarantors”), for the benefit of CIL&D, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).
PLEDGE AGREEMENT (ECEC Shareholders)Pledge Agreement • July 1st, 2015 • Cil&d, LLC • Refuse systems • California
THIS PLEDGE AGREEMENT (this “Agreement”) dated as of June 29, 2015, is made by each of the parties set forth on Schedule A attached hereto and incorporated herein by reference (collectively, “Pledgors” and each a “Pledgor”), for the benefit of CIL&D, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).
FIRST AMENDMENT TO TERMINATION, SETTLEMENT AND NET REVENUES SHARING AGREEMENTRevenue Sharing Agreement • July 1st, 2015 • Cil&d, LLC • Refuse systems
This FIRST AMENDMENT TO TERMINATION, SETTLEMENT AND NET REVENUES SHARING AGREEMENT (this “Amendment”) is entered into effective as of June 29, 2015, by and among KAISER EAGLE MOUNTAIN, LLC, a Delaware limited liability company (“KEM”), LAKE TAMARISK DEVELOPMENT, LLC (“LT”), EAGLE MOUNTAIN RAILROAD & MINING COMPANY, LLC, a Delaware limited liability company (“EMMR”), CIL&D, LLC, a Delaware limited liability company (“CILD”), and MINE RECLAMATION, LLC, a California limited liability company (“MRLLC”). KEM, LT, EMMR, CILD, and MRLLC are each sometimes individually referred to in this Agreement as a “Party” or collectively as “Parties”.
SERVICES AGREEMENTServices Agreement • July 1st, 2015 • Cil&d, LLC • Refuse systems • California
This SERVICES AGREEMENT (“Agreement”), is made and entered into effective June 29, 2015 (the “Effective Date”), by and between KSC RECOVERY, INC., a Delaware corporation (“Recovery”), and KAISER EAGLE MOUNTAIN, LLC, a Delaware limited liability company (“KEM”). Recovery and KEM are sometimes collectively referred to in this Agreement as “Parties” or individually as a “Party.”
MINING LEASE AND AGREEMENT BY AND BETWEEN KAISER EAGLE MOUNTAIN, LLC AND EAGLE MOUNTAIN MINING & RAILROAD COMPANY, LLCMining Lease and Agreement • July 1st, 2015 • Cil&d, LLC • Refuse systems • California
This Mining Lease and Agreement (this “Agreement”) is made and entered into effective as of the Closing Date (as defined below), by and between Kaiser Eagle Mountain, LLC (“KEM”) and Eagle Mountain Mining & Railroad Company, LLC (“EMMR”). KEM and EMMR are sometimes collectively referred to herein as the “Parties” or individually as a “Party.”
DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING MADE BY KAISER EAGLE MOUNTAIN, LLC, a Delaware limited liability company (“Trustor”) TO FIRST AMERICAN TITLE INSURANCE COMPANY (“Trustee”) IN FAVOR OF CIL&D, LLC, a...Cil&d, LLC • July 1st, 2015 • Refuse systems • California
This DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (“Deed of Trust”), is effective as of June 29, 2015 (the “Effective Date”), by and among KAISER EAGLE MOUNTAIN, LLC, a Delaware limited liability company (“Trustor”), having an address at c/o Eagle Crest Energy Company, 3000 Ocean Park Blvd, Suite 1020, Santa Monica, CA 90405, Attn: J. Douglas Divine; FIRST AMERICAN TITLE INSURANCE COMPANY (“Trustee”), having an address at 3281 East Guasti Road, Suite 440, Ontario, California 91761, Attn: Mary L. Brown and CIL&D, LLC, a Delaware limited liability company (“Beneficiary”), having an address at 337 N. Vineyard Ave., 4th Floor, Ontario, CA 91764, Attn: Richard E. Stoddard.
