CREDIT AGREEMENT among CONTURA ENERGY, INC., as Borrower,Credit Agreement • May 8th, 2017 • Contura Energy, Inc. • New York
This CREDIT AGREEMENT (as amended, supplemented or otherwise modified, the “Agreement”) is entered into as of March 17, 2017, among CONTURA ENERGY, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), and JEFFERIES FINANCE LLC, as Administrative Agent and Collateral Agent.
ASSET-BASED REVOLVING CREDIT AGREEMENTAsset-Based Revolving Credit Agreement • May 8th, 2017 • Contura Energy, Inc. • New York
This ASSET-BASED REVOLVING CREDIT AGREEMENT (this “Agreement”) is entered into as of April 3, 2017 among each of Contura Energy, Inc., Contura Energy, LLC, Emerald Contura, LLC, Dickenson-Russell Contura, LLC, Nicholas Contura, LLC, Contura Mining Holding, LLC, Contura Coal Resources, LLC, Contura Wyoming Land, LLC, Contura Coal Sales, LLC, Contura Energy Services, LLC, Power Mountain Contura, LLC, Cumberland Contura, LLC, Contura Pennsylvania Land, LLC, Contura Freeport, LLC, Contura European Marketing, LLC, Paramont Contura, LLC, Contura Pennsylvania Terminal, LLC, Contura Capp Land, LLC, Contura Coal West, LLC and Contura Terminal, LLC (collectively, the “Borrowers”), each Guarantor party hereto, each lender from time to time party hereto, CITIBANK, N.A., as administrative agent and collateral agent (in such capacities, the “Administrative Agent”), CITIBANK, N.A., as Swingline Lender, and CITIBANK, N.A., BMO HARRIS BANK N.A. and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as L/C Issuer
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 8th, 2017 • Contura Energy, Inc. • Delaware
THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made as of July 26 , 2016, by and between Contura Energy, Inc., a Delaware corporation (the "Company"), and ______________ (the "Indemnitee").
ASSET PURCHASE AGREEMENT dated as of July 26, 2016 among CONTURA ENERGY, INC., ALPHA NATURAL RESOURCES, INC., THE SUBSIDIARIES OF ALPHA NATURAL RESOURCES, INC. LISTED ON SCHEDULE A HERETO, ANR, INC. and ALPHA NATURAL RESOURCES, INC., AS SELLERS’...Asset Purchase Agreement • May 8th, 2017 • Contura Energy, Inc. • Delaware
ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of July 26, 2016 (the “Effective Date”), by and among Contura Energy, Inc., a Delaware corporation (“Buyer”), Alpha Natural Resources, Inc., a Delaware corporation (“Alpha Natural Resources”), the Subsidiaries (as hereinafter defined) of Alpha Natural Resources set forth on Schedule A (collectively, the “ANR Subsidiaries”, and together with Alpha Natural Resources, the “Sellers”), Alpha Natural Resources, as Sellers’ Representative (“Sellers’ Representative”), and ANR, Inc., a Delaware corporation (“ReorgCo”). The Sellers, Buyer (and any Designated Buyers), Sellers’ Representative and ReorgCo are referred to herein individually as a “Party” and collectively as the “Parties”.
LOAN AGREEMENT dated as of July 26, 2016 by and between ANR, INC. as Borrower and CONTURA ENERGY, INC. as LenderLoan Agreement • May 8th, 2017 • Contura Energy, Inc. • New York
THIS LOAN AGREEMENT is made as of the 26 day of July, 2016, by and among ANR, Inc., a Delaware corporation (“Borrower”), the Guarantors (as hereinafter defined) party hereto and Contura Energy, Inc. (“Lender”).
PERMITTING AND RECLAMATION PLAN SETTLEMENT AGREEMENT FOR THE COMMONWEALTH OF KENTUCKYSettlement Agreement • May 8th, 2017 • Contura Energy, Inc.
THIS AGREEMENT (as it may be amended or modified from time to time, this “Settlement Agreement”) is made and entered into as of July 12, 2016, by and among Alpha Natural Resources, Inc. (“ANR”), on behalf of itself and its debtor-affiliates (collectively with ANR, the “Debtors” or, when used in reference to such Debtors on or after the Effective Date (as defined herein), the “Reorganized Debtors”), Contura Energy, Inc. (the “Purchaser”) and the Kentucky Energy and Environment Cabinet, Department for Natural Resources (the “Department” and, collectively with the Debtors and the Purchaser, the “Parties”).
SETTLEMENT AGREEMENTSettlement Agreement • May 8th, 2017 • Contura Energy, Inc.
THIS SETTLEMENT AGREEMENT (this “Agreement”), dated as of November 3, 2016 (but effective only as of the Settlement Effective Time, as defined below), is by and among (i) Contura Energy, Inc., a Delaware corporation (“Contura”), for itself and on behalf of its Subsidiaries; (ii) ANR, Inc., a Delaware corporation (“ANR” and, together with the Sellers, Alpha Natural Resources Holdings, Inc. and any Subsidiary of ANR that is not a Seller (as such terms are defined in the APA (as defined below)), the “Reorganized Debtors”), for itself and on behalf of all the Reorganized Debtors, including Old ANR, LLC f/k/a Alpha Natural Resources, Inc. (“Old ANR”); and (iii) Old ANR on behalf of itself and on behalf of all of the Sellers in its capacity as Sellers’ Representative (as such term is defined in the APA).
EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2017 • Contura Energy, Inc. • Virginia
This Employment Agreement (“Agreement”), dated this 26th day of July, 2016 (the “Effective Date”), is entered into by and between Contura Energy, Inc., on behalf of itself and its parent entities, subsidiaries and affiliates as may employ Employee from time to time (collectively, “Employer”), and Kevin S. Crutchfield (the “Employee”). Defined terms used herein are set forth in Section 7.13.
RECLAMATION FUNDING AGREEMENTReclamation Funding Agreement • May 8th, 2017 • Contura Energy, Inc.
THIS AGREEMENT (as it may be amended or modified from time to time, this “Reclamation Funding Agreement”) is made and entered into as of July 12, 2016, by and among: Alpha Natural Resources, Inc. (“ANR”), on behalf of itself and its debtor-affiliates (collectively with ANR, the “Debtors” or, when used in reference to such Debtors on or after the Effective Date (as defined herein), the “Reorganized Debtors”); Contura Energy, Inc. (the “Purchaser”); the Illinois Department of Natural Resources; the Kentucky Energy and Environment Cabinet, Department for Natural Resources; the United States Department of the Interior, Office of Surface Mining, Reclamation and Enforcement, in its capacity as the regulatory authority over surface mining operations in the State of Tennessee (“OSMRE”); the Virginia Department of Mines, Minerals and Energy; and the West Virginia Department of Environmental Protection (collectively, the “Regulatory Authorities” and, together with the Debtors and the Purchaser,
Contura Energy, Inc. RESTRICTED SHARE AGREEMENTRestricted Share Agreement • May 8th, 2017 • Contura Energy, Inc. • Delaware
This Restricted Share Agreement (the “Agreement”) is entered into by and between Contura Energy, Inc. (the “Company”) and the individual whose name appears below (the “Employee”) in order to set forth the terms and conditions of Restricted Shares granted to the Employee under the Contura Energy, Inc. Management Incentive Plan (the “Plan”).
PERMITTING AND RECLAMATION PLAN SETTLEMENT AGREEMENT FOR THE STATE OF ILLINOISSettlement Agreement • May 8th, 2017 • Contura Energy, Inc.
THIS AGREEMENT (as it may be amended or modified from time to time, this "Settlement Agreement") is made and entered into as of July 12, 2016, by and among Alpha Natural Resources, Inc. ("ANR"), on behalf of itself and its debtor-affiliates (collectively with ANR, the "Debtors" or, when used in reference to such Debtors on or after the Effective Date (as defined herein), the "Reorganized Debtors"), Contura Energy, Inc. (the "Purchaser") and the Illinois Department of Natural Resources (the "Department" and, collectively with the Debtors and the Purchaser, the "Parties").
SETTLEMENT AGREEMENTSettlement Agreement • May 8th, 2017 • Contura Energy, Inc. • Tennessee
THIS AGREEMENT (as it may be amended or modified from time to time, this "Settlement Agreement") is made and entered into as of July 12, 2016, by and among: (a) Alpha Natural Resources, Inc. ("ANR"), on behalf of itself and its debtor-affiliates (collectively with ANR, the "Debtors" or, when used in reference to such Debtors on or after the Effective Date (as defined herein), the "Reorganized Debtors"); (b) Contura Energy, Inc. (the "Purchaser"); (c) Citicorp North America, Inc. (the "First Lien Agent"); (d) the United States Department of the Interior (the "Department" and, collectively with the Debtors and the Purchaser, the "Parties"), on behalf of (i) the Office of Surface Mining, Reclamation and Enforcement ("OSMRE"), including in its capacity as the regulatory authority over surface mining operations in the State of Tennessee ("Tennessee"), (ii) the Office of Natural Resources Revenue ("ONRR") and (iii) the Bureau of Land Management ("BLM").
Contura Energy, Inc. OPTION AGREEMENTOption Agreement • May 8th, 2017 • Contura Energy, Inc. • Delaware
This Option Agreement is entered into by and between Contura Energy, Inc. (the “Company”) and the individual whose name appears below (the “Employee”) in order to set forth the terms and conditions of Options granted to the Employee under the Contura Energy, Inc. Management Incentive Plan (the “Plan”). The Options are NOT intended to qualify as “incentive stock options” under Section 422 of the Code and therefore shall be treated as “non-qualified stock options”.
AGREEMENT TO FUND THE VEBAAgreement to Fund the Veba • May 8th, 2017 • Contura Energy, Inc.
This Agreement (the “Agreement”) to fund a voluntary employees’ beneficiary association to provide health benefits for certain UMWA-represented retired miners is entered into on July 5th, 2016, by and among Contura Energy, Inc. (“Employer”), on behalf of itself and as authorized agent for each of its subsidiaries that is signatory to a 2016 Coal Wage Agreement (as defined below) (hereinafter, the “Obligor Companies”) and the United Mine Workers of America (the “UMWA,” and collectively with Employer, the “Parties”).
WARRANT AGREEMENT Dated as of July 26, 2016 between CONTURA ENERGY, INC. and COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A. Collectively, as Warrant Agent For 810,811 Series A WarrantsWarrant Agreement • May 8th, 2017 • Contura Energy, Inc. • New York
This WARRANT AGREEMENT is dated as of July 26, 2016 (this “Agreement”), among Contura Energy, Inc., a Delaware corporation (the “Company”), and Computershare Inc. (“Computershare”) and Computershare Trust Company, N.A., collectively as Warrant Agent (collectively, the “Warrant Agent”). All terms used but not defined in this Agreement shall have the respective meanings assigned to them in the form of Warrant Certificate attached to this Agreement as Exhibit A.
Contura Energy, Inc. EMERGENCE AWARD AGREEMENTEmergence Award Agreement • May 8th, 2017 • Contura Energy, Inc. • Delaware
This Emergence Award Agreement is entered into by and between Contura Energy, Inc. (the “Company”) and the Employee of the Company whose name appears below (the “Employee”) in order to set forth the terms and conditions of shares of common stock of the Company (“Shares”) and Options granted to the Employee under the Contura Energy, Inc. Management Incentive Plan (the “Plan”). To the extent permissible under applicable law, this Option is intended to qualify as an “incentive stock option” under Section 422 of the Code, and otherwise shall be treated as a “non-qualified stock option.”
PERMITTING AND RECLAMATION PLAN SETTLEMENT AGREEMENT FOR THE COMMONWEALTH OF VIRGINIAPermitting and Reclamation Plan Settlement Agreement • May 8th, 2017 • Contura Energy, Inc.
THIS AGREEMENT (as it may be amended or modified from time to time, this "Agreement") is made and entered into as of July 12, 2016, by and among Alpha Natural Resources, Inc. ("ANR"), on behalf of itself and its debtor-affiliates (collectively with ANR, the "Debtors" or, when used in reference to such Debtors on or after the Effective Date (as defined herein, the "Reorganized Debtors"), Contura Energy, Inc. (the "Purchaser") and the Commonwealth of Virginia, Department of Mines, Minerals and Energy (the "Department" and, collectively with the Debtors and the Purchaser, the "Parties").
